Exhibit 4.13


 


Amended and Restated Equity Interest Pledge
Agreement


 


This Amended and Restated
Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on [Execution
Date] in Beijing, the People’s Republic of China (“China” or the “PRC”):


 


		Party A:	[Name of 58 Home’s
WFOE], (hereinafter “Pledgee”) a wholly foreign owned enterprise, organized and existing under the laws of the
PRC, with its address at [  ];


 


		Party B:	[Name of VIE Shareholder],
(hereinafter “Pledgor”) a [  ], with its address at [  ]; and


 


		Party C:	[Name of VIE], a limited
liability company organized and existing under the laws of the PRC, with its address at [  ].


 


In this Agreement, each
of Pledgee, Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred
to as the “Parties”.


 


Whereas:


 


		1.	Pledgor is a [  ] of
China who as of the date hereof holds [  ]% of equity interests of Party C, representing RMB[  ] in the registered capital
of Party C. Party C is a limited liability company registered in [  ], China, engaging in [  ]. Party C acknowledges
the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance
in registering the Pledge;


 


		2.	Pledgee is a wholly foreign-owned
enterprise registered in China. Pledgee and Party C partially owned by Pledgor have executed an Exclusive Business Cooperation
Agreement (as defined below) in Beijing; Party C, Pledgee and Pledgor have executed an Exclusive Option Agreement (as defined
below); Pledgee and Pledgor have executed a Loan Agreement (as defined below); and Pledgor has executed a Power of Attorney to
Pledgee.


 


		3.	To ensure that Party C and
Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, the
Loan Agreement and the Power of Attorney, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C
as security for Party C’s and Pledgor’s obligations under the Exclusive Business Cooperation Agreements, the Exclusive
Option Agreement, the Loan Agreement and the Power of Attorney.


 


To perform the provisions of the
Transaction Documents, the Parties have mutually agreed to execute this Agreement upon the following terms.


 


		1.	Definitions


 


Unless otherwise provided herein,
the terms below shall have the following meanings:


 


		1.1	Pledge: shall refer
to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to
be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.


 


		1.2	Equity Interest: shall
refer to all of the equity interest now held and hereafter acquired by Pledgor in Party C.


 


		1.3	Term of Pledge: shall
refer to the term set forth in Section 3.2 of this Agreement.


 


		1.4	Transaction Documents:
shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on August 5, 2015 (the
“Exclusive Business Cooperation Agreement”), the Amended and Restated Exclusive Option Agreement executed by and among
Party C, Pledgee and Pledgor on July 4, 2016 (the “Exclusive Option Agreement”), the Amended and Restated Loan Agreement
executed by and between Pledgee and Pledgor on July 4, 2016 (the “Loan Agreement”), the Amended and Restated Power
of Attorney executed on July 4, 2016 by Pledgor (the “Power of Attorney”) and any modification, amendment and restatement
to the aforementioned documents.


 






     


     


    

 


		1.5	Contract Obligation:
shall refer to all the obligations of Pledgor under the Exclusive Option Agreement, the Power of Attorney, the Loan Agreement
and this Agreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement
and this Agreement.


 


		1.6	Secured Indebtedness:
shall refer to all the direct, indirect or derivative losses of Pledgee, including loss of expected profits, incurred as a result
of any Event of Default (as defined below). The amount of such loss shall be based on, including but not limited to the reasonable
business plan and profit forecast of Pledgee, the consulting and service fees payable to Pledgee under the Exclusive Business
Cooperation Agreement and all expenses occurred in connection with enforcement by Pledgee of Pledgor’s and/or Party C’s
Contract Obligation. The anticipated aggregate losses to be incurred hereunder are RMB1,000 million. Notwithstanding the forgoing,
if the actual losses incurred exceed such anticipated amount, the Secured Indebtedness hereunder shall be the actual amount of
such losses incurred.


 


		1.7	Event of Default: shall
refer to any of the circumstances set forth in Article 7 of this Agreement.


 


		1.8	Notice of Default: shall
refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.


 


		2.	The Pledge


 


		2.1	Pledgor agrees to pledge
all the Equity Interest as security for performance of the Contract Obligation and payment of the Secured Indebtedness under this
Agreement. Party C hereby assents that Pledgor pledges the Equity Interest to the Pledgee pursuant to this Agreement.


 


		2.2	During the term of the
Pledge, Pledgee is entitled to receive dividends distributed on the Equity Interest. Pledgor may receive dividends distributed
on the Equity Interest only with prior written consent from Pledgee. Dividends received by Pledgor on Equity Interest shall be,
subject to requirement of Pledgee, (1) deposited into an account designated and supervised by Pledgee and used to secure the Contract
Obligations and pay the Secured Indebtedness prior and in preference to make any other payment; or (2) unconditionally give to
Pledgee or any other person designated by Pledgee to the extent permitted under applicable PRC laws.


 


		2.3	Pledgor may subscribe
for capital increase in Party C only with prior written consent of Pledgee. Any equity interest obtained by the Pledgor in future
capital increase shall be deemed as Equity Interest as well.


 


		2.4	In the event that Party
C is required by PRC law to be liquidated or dissolved, any interest distributed to Pledgor upon Party C’s dissolution or
liquidation shall be (1) deposited into an account designate and supervised by Pledgee and used to secure the Contract Obligations
and pay the Secured Indebtedness prior and in preference to make any other payment; or (2) unconditionally give to Pledgee or
any other person designated by Pledgee to the extent permitted under applicable PRC laws.


 


		3.	Term of Pledge


 


		3.1	The Pledge shall become
effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration
for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all Contract Obligations and Secured
Indebtedness have been fully performed and paid. Pledgor and Party C shall (1) register the Pledge in the shareholders’
register of Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC
for the registration of the Pledge of the Equity Interest contemplated herein within 30 business days following the execution
of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders
of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the
location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”). 
For matters not specified in the AIC Pledge Contract, the parties shall be bound by the provisions of this Agreement. Pledgor
and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations
and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after
filing.


 






     


     


    

  


		3.2	During the Term of Pledge,
in the event Pledgor and/or Party C fails to perform the Contract Obligation or pay Secured Indebtedness, Pledgee shall have the
right, but not the obligation, to exercise the Pledge in accordance with the provisions of this Agreement.


 


		4.	Custody of Records for
Equity Interest subject to Pledge


 


		4.1	During the Term of Pledge
set forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution certificate for the Equity
Interest and the shareholders’ register containing the Pledge within one week from the execution of this Agreement. Pledgee
shall have custody of such documents during the entire Term of Pledge set forth in this Agreement.


 


		5.	Representations and Warranties
of Pledgor and Party C


 


As of the execution date of this
Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that:


 


		5.1	Pledgor is the sole
legal and beneficial owner of the Equity Interest.


 


		5.2	Pledgee shall have the
right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.


 


		5.3	Except for the Pledge,
Pledgor has not placed any security interest or other encumbrance on the Equity Interest.


 


		5.4	Pledgor and Party C
have obtained any and all approvals and consents from applicable government authorities and third parties (if required) for execution,
delivery and performance of this Agreement.


 


		5.5	The execution, delivery
and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articles of
association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument
to which it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance
of any permit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled
or attached with additional conditions.


 


		6.	Covenants of Pledgor and
Party C


 


		6.1	Pledgor and Party C
hereby jointly and severally covenant to the Pledgee:



 


		6.1.1	Pledgor shall not transfer
the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest or any
portion thereof, without the prior written consent of Pledgee, except for the performance of the Transaction Documents;


 


	 	6.1.2	Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee;


 


	 	6.1.3	Pledgor and Party C shall promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee’s rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.


 






     


     


    

 


	 	6.1.4	Party C shall complete the registration procedures for extension of the term of operation within three (3) months prior to the expiration of such term to maintain the validity of this Agreement.


 


		6.2	Pledgor agrees that
the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed
by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.


 


		6.3	To protect or perfect
the security interest granted by this Agreement for the Contract Obligation and Secured Indebtedness, Pledgor hereby undertakes
to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements,
deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest
in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted
thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s)
of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders
and decisions regarding the Pledge that are required by Pledgee.


 


		6.4	Pledgor hereby undertakes
to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event
of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify
Pledgee for all losses resulting therefrom.


 


		7.	Event of Breach


 


		7.1	The following circumstances
shall be deemed Event of Default:


 


		7.1.1	Pledgor’s any breach
to any obligations under the Transaction Documents and/or this Agreement.


 


	 	7.1.2	Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement.


 


		7.2	Upon notice or discovery
of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor
and Party C shall immediately notify Pledgee in writing accordingly.


 


		7.3	Unless an Event of Default
set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the
Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a
Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance
with the provisions of Article 8 of this Agreement.


 


		8.	Exercise of Pledge


 


		8.1	Pledgee may issue a
Notice of Default to Pledgor when exercising the Pledge.


 


		8.2	Subject to the provisions
of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in
accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests
associated with the Equity Interest.


 


		8.3	After Pledgee issues
a Notice of Default Pledgee in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws,
the Transaction Documents and this Agreement, including but not limited to be compensated in priority by the conversion of the
Equity Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall have no liability for any loss
incurred by its duly exercise of such rights and powers.


 






     


     


    

 


		8.4	The proceeds from exercise
of the Pledge by Pledgee shall be used to pay for tax and expenses incurred by disposing the Equity Interest and perform Contract
Obligations and pay the Secured Indebtedness prior and in preference to any other payment. After the payment of the aforementioned
amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable
laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor.
To the extent permitted under applicable PRC laws, Pledgor shall unconditionally give the aforementioned proceeds to Pledgee or
any other person designated by Pledgee.


 


		8.5	Pledgee has the right
to exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to be compensated from
in priority by the conversion of the Equity Pledge or from the proceeds from auction or sale of the Equity Interest under this
Agreement, without exercising any other remedy measure first.


 


		8.6	Pledgee is entitled
to designate an attorney or other representatives to exercise the Pledge on its behalf and Pledgor and Party C shall not raise
any objection to such exercise.


 


		8.7	When Pledgee disposes
of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce
the Pledge in accordance with this Agreement.


 


		9.	Breach of Agreement


 


		9.1	If Pledgor or Party
C conducts any material breach of any term of this Agreement, Pledgee shall have right to terminate this Agreement and require
Pledgor or Party C to compensate all damages; this Section 9 shall not prejudice any other rights of Pledgee herein;


 


		9.2	If Pledgee conducts
any breach of any term of this Agreement, Pledgor or Party C shall not terminate this Agreement in any event unless otherwise
required by applicable laws.


 


		10.	Assignment


 


		10.1	Without Pledgee’s
prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.


 


		10.2	This Agreement shall
be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors
and assigns.


 


		10.3	At any time, Pledgee
may assign any and all of its rights and obligations under the Transaction Documents to its designee(s), in which case the assigns
shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When
the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee’s request, Pledgor
and/or Party C shall execute relevant agreements or other documents relating to such assignment.


 


		10.4	In the event of a change
in Pledgee due to an assignment, Pledgor and/or Party C shall, at the request of Pledgee, execute a new pledge agreement with
the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC.


 


		10.5	Pledgor and Party C
shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto
or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain from any action/omission
that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest
pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.


 


		11.	Termination


 


		11.1	Upon the fulfillment
of all Contract Obligation and the full payment of all Secured Indebtedness by Pledgor and Party C, Pledgee shall release the
Pledge under this Agreement upon Pledgor’s request as soon as reasonably practicable and shall assist Pledgor to de-register
the Pledge from the shareholders’ register of Party C and with relevant PRC local administration for industry and commerce.


 






     


     


    

 


		11.2	The provisions under
Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement.


 


		12.	Handling Fees and Other
Expenses


 


All fees and out of pocket expenses
relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees,
shall be borne by Party C.


 


		13.	Confidentiality


 


The Parties acknowledge that the
existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with
the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality
of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant
confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than
through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable
laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to
be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated
hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality
obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies
hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable
for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.


 


		14.	Governing Law and Resolution
of Disputes


 


		14.1	The execution, effectiveness,
construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed
by the laws of China.


 


		14.2	In the event of any
dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through
friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s
request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute
to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules.
The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall
be final and binding on all Parties.


 


		14.3	Upon the occurrence
of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute,
except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this
Agreement and perform their respective obligations under this Agreement.


 


		15.	Notices


 


		15.1	All notices and other
communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered
mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below.
A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively
given shall be determined as follows:


 


		15.2	Notices given by personal
delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery
or refusal at the address specified for notices.


 


		15.3	Notices given by facsimile
transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated
confirmation of transmission).


 






     


     


    

 


		15.4	For the purpose of notices,
the addresses of the Parties are as follows:


 


	 	Party A:	[Name of 58 Home’s WFOE]
	 	Address:	 
	 	Attn:	 
	 	Phone:	 


 


	 	Party B:	[Name of VIE Shareholder]
	 	Address:	 
	 	Attn:	 
	 	Phone:	 
	 	 	 
	 	Party C:  	[Name of VIE]
	 	Address:	 
	 	Attn:	 
	 	Phone:	 


  


		15.5	Any Party may at any
time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.


 


		16.	Severability


 


In the event that one or several
of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws
or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or
compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions
with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic
effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable
provisions.


 


		17.	Attachments


 


The attachments set forth herein
shall be an integral part of this Agreement.


 


		18.	Effectiveness


 


		18.1	This Agreement shall
become effective upon execution by the Parties.


 


		18.2	Any amendments, changes
and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures
(if applicable) after the affixation of the signatures or seals of the Parties.


 


		19.	Language and Counterparts


 


This Agreement is written in Chinese
and English in four copies. Pledgor, Pledgee and Party C shall hold one copy respectively and the other copy shall be used for
registration. Each copy of this Agreement shall have equal validity. In case there is any conflict between the Chinese version
and the English version, the Chinese version shall prevail.
   


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IN WITNESS WHEREOF, the Parties have caused
their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.


 


	Party A:	[Name of 58 Home’s WFOE]	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Party B:	[Name of VIE Shareholder]	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Party C:	[Name of VIE]	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


Attachments:


 


		1.	Shareholders’ Register
of Party C;


 


	 	2.	The Capital Contribution Certificate for Party C;


 


	 	3.	Exclusive Business Cooperation Agreement;


 


	 	4.	Amended and Restated Loan Agreement;


 


	 	5.	Amended and Restated Exclusive Option Agreement;


 


	 	6.	Amended and Restated Power of Attorney.