Exhibit 4.6


 


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 April 30,
2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):


 


		Party A: 	Beijing
Chengshi Wanglin Information Technology Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise,
organized and existing under the laws of the PRC, with its address at Room 103, 1st Floor, Building #101, Jia No.10
Yuan, Jiuxianqiao North Road, Chaoyang District, Beijing;



 


		Party B:	Jinbo Yao (hereinafter “Pledgor”), a
Chinese citizen with Chinese Identification No.:                     ; and



 


		Party C:	Beijing 58 Information Technology Co., Ltd., a limited
liability company organized and existing under the laws of the PRC, with its address at Room 301, 3rd Floor, Xueyuan
Yuan, Zhongguancun Dongsheng Science and Technology Park, Jia No.18, Xueqing Road, Haidian District, Beijing.



 


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 citizen of China who as of the date hereof holds 46.84% of equity interests of Party C, representing RMB4,684,000 in the
registered capital of Party C. Party C is a limited liability company registered in Beijing, China, engaging in Internet information
services and advertising services. 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.



 


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		4.	Pledgee,
Pledgor and Party C entered into an equity interest pledge agreement (the “Old Agreement”) on June 28, 2013; . Party
A, Party B and Party C intend to enter this Agreement to replace and supersede the Old Agreement and all documents executed by
the Parties in connection with the Old Agreement.



 


		5.	The
Parties agree to amend certain provisions of the Old Agreement by executing this Agreement, which shall supersede and replace
the Old Agreement upon the execution.



 


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 Amended and Restated Exclusive Business Cooperation Agreement executed by and between
Party C and Pledgee on October 10, 2011 (the “Exclusive Business Cooperation”), the Amended and Restated Exclusive
Option Agreement executed by and among Party C, Pledgee and Pledgor on April 30, 2018 (the “Exclusive Option Agreement”),
the Loan Agreement executed by and between Pledgee and Pledgor on April 30, 2018 (the “Loan Agreement”), Power of Attorney
executed on April 30, 2018 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 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.



 


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		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) deregister the pledge under the Old Agreement, and 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 deregistration of the pledge
under the Old Agreement and 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.



 


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		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.



 


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		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.



 


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		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.



 


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		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.



 


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		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.


 


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		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:



 


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	Party A:	Beijing Chengshi Wanglin Information Technology Co., Ltd.
	Address:	Room 103, 1st Floor, Building #101, Jia No.10 Yuan,

        Jiuxianqiao North Road, Chaoyang District, Beijing

	Attn: 	Jinbo Yao
	Phone: 	 
	Facsimile:	+8610-64459926
	 	 
	Party B: 	Jinbo Yao
	Address:	 
	Phone:	 
	传真:	+8610-64459926
	Facsimile:	+8610-64459926
	 	 
	Party C:	Beijing 58 Information Technology Co., Ltd.
	Address:	Room 301, 3rd Floor, Xueyuan Yuan, Zhongguancun

        Dongsheng Science and Technology Park, Jia No.18, Xueqing

        Road, Haidian District, Beijing

	Attn: 	Jinbo Yao
	Phone:	 
	Facsimile:	+8610-64459926


 


		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 and shall replace and supersede
the Old Agreement and all documents executed by the Parties in connection with the Old Agreement in its entirety from the date
it becomes effective.



 


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		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 Amended and Restated Equity Interest Pledge Agreement
as of the date first above written.


 


	Party A: 	Beijing Chengshi Wanglin Information Technology Co., Ltd.


 


	By:	/s/ Jinbo Yao and company seal	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 


 


	Party B:	Jinbo Yao


 


	By: 	/s/ Jinbo Yao	 


 


	Party C: 	Beijing 58 Information Technology Co., Ltd.


 





	By:	/s/ Jinbo Yao and company seal	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 




 


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Attachments:


 


		1.	Shareholders' Register of Party C;



 


		2.	The Capital Contribution Certificate for Party C;



 


		3.	Amended and Restated Exclusive Business Cooperation Agreement;



 


		4.	Loan Agreement;



 


		5.	Amended and Restated Exclusive Option Agreement;



 


		6.	Power of Attorney.



 


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Equity Interest Pledge Agreement


 


This Equity Interest Pledge Agreement (this
“Agreement”) has been executed by and among the following parties on June 28, 2013 in Beijing, the People’s
Republic of China (“China” or the “PRC”):


 


		Party A:	Beijing
                                         Chengshi Wanglin Information Technology Co., Ltd. (hereinafter “Pledgee”),
                                         a wholly foreign owned enterprise, organized and existing under the laws of the PRC,
                                         with its address at No.6 Building, Yi 108, Beiyuan Road, Chaoyang District, Beijing,
                                         PRC;



 


		Party B:	Lianqing Zhang (hereinafter “Pledgor”),
a Chinese citizen with Chinese Identification No.:           ; and



 


		Party C:	Beijing 58 Information Technology Co., Ltd.,
a limited liability company organized and existing under the laws of the PRC, with its address at No.2 Building, Yi 108, Beiyuan
Road, Chaoyang District, Beijing, PRC.



 


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 citizen of China who as of the date hereof
holds 39.82% of equity interests of Party C, representing RMB3,982,000 in the registered capital of Party C. Party C is a limited
liability company registered in Beijing, China, engaging in Internet information services and advertising services. 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.



 


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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 Amended and Restated Exclusive Business Cooperation Agreement executed by and between
Party C and Pledgee on October, 10, 2011 (the “Exclusive Business Cooperation”), the Exclusive Option Agreement executed
by and among Party C, Pledgee and Pledgor on June 28, 2013 (the “Exclusive Option Agreement”), the Loan Agreement
executed by and between Pledgee and Pledgor on June 28, 2013 (the “Loan Agreement”), Power of Attorney executed
on June 28, 2013 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 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.



 


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



 


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		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.



 


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		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.



 


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		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.



 


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		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.



 


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		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;



 


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		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.



 


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		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.



 


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		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:	Beijing Chengshi Wanglin Information Technology Co., Ltd.
	Address: 	No.6 Building, Yi 108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888
	Facsimile:	+8610-64459926
	 	 
	Party B:	Lianqing Zhang
	Address:	No. 187, Anwai Street, Dongcheng District, Beijing
	Phone:	+8610 65630314
	Facsimile:	+8610 65630202
	 	 
	Party C: 	Beijing 58 Information Technology Co., Ltd.
	Address: 	No.2 Building, Yi 108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888
	Facsimile:	+8610-64459926


 


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		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 and shall, together with the amended and restated equity interest pledge agreements entered into by Party A and Party
C respectively with Su Jianbo, Wang Baoshan, Yao Jinbo and Beijing Wanglingtong Information Techonology Co., Ltd as described
in the preamble hereof, replace and supersede the Old Agreement in its entirety from the date it becomes effective.



 


		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 Amended and Restated Equity Interest Pledge Agreement as of the date first above
written.


 


	Party A:	Beijing Chengshi Wanglin Information Technology Co., Ltd.
	 	 	 
	By:	/s/ Jinbo Yao and company seal	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Lianqing Zhang	 
	 	 	 
	By:	/s/ Lianqing Zhang	 
	 	 	 
	Party C:	Beijing 58 Information Technology Co., Ltd.	 
	 	 	 
	By:	/s/ Jinbo Yao and company seal	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 


 


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Attachments:


 


		1.	Shareholders’ Register of Party C;



 


		2.	The Capital Contribution Certificate for Party C;



 


		3.	Amended and Restated Exclusive Business Cooperation Agreement;



 


		4.	Loan Agreement;



 


		5.	Exclusive Option Agreement;



 


		6.	Power of Attorney.



 


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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 June 28, 2013 in Beijing,
the People’s Republic of China (“China” or the “PRC”):


 


		Party A:	Beijing Chengshi Wanglin Information Technology Co., Ltd.
(hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC,
with its address at No.6 Building, Yi 108, Beiyuan Road, Chaoyang District, Beijing, PRC;



 


		Party B:	Beijing Wanglintong Information Technology Co., Ltd.
(hereinafter “Pledgor”), a limited liability company organized and existing under the laws of the PRC, with its
address at Room 201 and Room 202, No. 10 Building, Yi108 Beiyuan Road, Chaoyang District, Beijing, PRC; and



 


		Party C:	Beijing 58 Information Technology Co., Ltd.,
a limited liability company organized and existing under the laws of the PRC, with its address at No.2 Building, Yi 108,
Beiyuan Road, Chaoyang District, Beijing, PRC.



 


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 limited liability company registered in Beijing,
China who as of the date hereof holds 13.34% of equity interests of Party C, representing RMB1,334,000 in the registered capital
of Party C. Party C is a limited liability company registered in Beijing, China, engaging in Internet information services and
advertising services. 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.



 


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		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.



 


		4.	Pledgee, Pledgor and Party C entered into an equity interest
pledge agreement (the “Old Agreement”) on October 10, 2011. Party A, Party B and Party C intend to enter this
Agreement to replace and supersede the Old Agreement and all documents executed by the Parties in connection with the Old Agreement.



 


		5.	The Parties agree to amend certain provisions of the Old
Agreement by executing this Agreement, which shall supersede and replace the Old Agreement upon the execution.



 


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 Amended and Restated Exclusive Business Cooperation Agreement executed by and between
Party C and Pledgee on October 10, 2011 (the “Exclusive Business Cooperation”), the Amended and Restated Exclusive
Option Agreement executed by and among Party C, Pledgee and Pledgor on June 28, 2013 (the “Exclusive Option Agreement”),
the Loan Agreement executed by and between Pledgee and Pledgor on June 28, 2013 (the “Loan Agreement”), Power
of Attorney executed on June 28, 2013 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 Cooperation Agreement, the Exclusive
Option Agreement and this Agreement.



 


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		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.



 


		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.



 


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		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) deregister
the pledge under the Old Agreement, and 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 deregistration of the pledge under
the Old Agreement and 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.



 


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		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.



 


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		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.



 


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		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.



 


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		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.



 


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		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.


 


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		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).



 


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



 





	Party A:	Beijing Chengshi Wanglin Information Technology Co., Ltd.
	Address:	No.6 Building, Yi 108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888
	Facsimile:	+8610-64459926
	 	 
	Party B:	Beijing Wanglintong Information Technology Co., Ltd.




	Address:	Room 201 and Room 202, No. 10 Building, Yi108 Beiyuan Road, Chaoyang District, Beijing




	Phone:	  +8610 64435588-8888




	Facsimile:	  +8610-64459926




	 	 
	Party C:	Beijing 58 Information Technology Co., Ltd.
	Address:	No.2 Building, Yi 108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888
	Facsimile:	+8610-64459926




 


		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 and shall replace and supersede the Old Agreement and all documents executed by the Parties in connection with the
Old Agreement in its entirety from the date it becomes effective.



 


		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 Amended and Restated Equity Interest Pledge Agreement as of the date first above
written.


 


	Party A:	Beijing Chengshi Wanglin Information Technology Co., Ltd.


 


	By:	/s/ Jinbo Yao and company seal	 
	 	 	 
	Name:	Jinbo Yao
	 	 
	Title:	Legal Representative


 


	Party B:	Beijing Wanglintong Information Technology Co., Ltd.


 


	By:	/s/ Jinbo Yao and company seal	 
	 	 
	Name:	Jinbo Yao
	 	 
	Title:	Legal Representative


 


	Party C:	Beijing 58 Information Technology Co., Ltd.


 


	By:	/s/ Jinbo Yao and company seal	 
	 	 
	Name:	Jinbo Yao
	 	 
	Title:	Legal Representative


 


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Attachments:


 


		1.	Shareholders’ Register of Party C;



 


		2.	The Capital Contribution Certificate for Party C;



 


		3.	Amended and Restated Exclusive Business Cooperation Agreement;



 


		4.	Loan Agreement;



 


		5.	Amended and Restated Exclusive Option Agreement;



 


		6.	Power of Attorney.



 


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