Exhibit 4.27


 


Equity Interest Pledge Agreement


 


This Equity Interest
Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 5, 2015 in Beijing,
the People’s Republic of China (“China” or the “PRC”):


 


		Party A:	Beijing
                                         58 Daojia 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 D101A-123, Building B-2 of Zhongguancun Dongsheng Science Park, #66
                                         Xixiaokou Road, Haidian District, Beijing;



 


		Party B:	58
                                         Co., Ltd., (hereinafter “Pledgor”) a limited liability company organized
                                         and existing under the laws of the PRC, with its address at Room 210-03, Office Building,
                                         Nangang Industry Zone, Economic and Technological Development District, Tianjin; and



 


		Party C:	Tianjin
                                         58 Daojia Home Services Co., Ltd., a limited liability company organized and existing
                                         under the laws of the PRC, with its address at Square block -901-918 , #5 Meiyuan Road
                                         , Binhaigaoxin District, Tianjin.



 


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 corporate jurisdical person of China who as of the date hereof holds 91.8% of equity
                                         interests of Party C, representing RMB91,800,000 in the registered capital of Party C.
                                         Party C is a limited liability company registered in Tianjin, 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 Exclusive Business Cooperation Agreement executed by and between Party C
                                         and Pledgee on August 5, 2015 (the “Exclusive Business Cooperation Agreement”),
                                         the Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on
                                         August 5, 2015 (the “Exclusive Option Agreement”), the Loan Agreement executed
                                         by and between Pledgee and Pledgor on August 5, 2015 (the “Loan Agreement”),
                                         Power of Attorney executed on August 5, 2015 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.





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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.



 


		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:





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		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.





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		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.





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		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.



 






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		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:



 


	 	Party A:	Beijing 58 Daojia Information Technology Co., Ltd.
	 	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District,
    Beijing
	 	Attn:	Jinbo Yao
	 	Phone:	 +8610 64435588-8888
	 	Facsimile:	 +8610-64459926




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	 	Party B:	58 Co., Ltd.
	 	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District,
    Beijing
	 	Attn:	Jinbo Yao
	 	Phone:	+8610 64435588-8888
	 	Facsimile:	 +8610-64459926
	 	 	 
	 	Party C:  	Tianjin 58 Daojia Home Services Co., Ltd.
	 	Address:	Tower E, North America International Business Center, #Yi108, 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.



 


		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:	Beijing 58 Daojia Information Technology Co., Ltd.	 
	 	 	 
	By:	 /s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	58 Co. Ltd.	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	Name:	Haoyong Yang	 
	Title:	Legal Representative	 
	 	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.	 
	 	 	 
	By:	/s/ Jinbo Yao	 
	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.	Exclusive Business Cooperation Agreement;



 


		4.	Loan Agreement;



 


		5.	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 August 5, 2015 in Beijing,
the People’s Republic of China (“China” or the “PRC”):


 


		Party A:	Beijing
                                         58 Daojia 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 D101A-123, Building B-2 of Zhongguancun Dongsheng Science Park, #66
                                         Xixiaokou Road, Haidian District, Beijing;



 


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



 


		Party C:	Tianjin
                                         58 Daojia Home Services Co., Ltd., a limited liability company organized and existing
                                         under the laws of the PRC, with its address at Square block -901-918 , #5 Meiyuan Road
                                         , Binhaigaoxin District, Tianjin.



 


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 1.4% of equity interests of Party C, representing
                                         RMB1,400,000 in the registered capital of Party C. Party C is a limited liability company
                                         registered in Beijing, China, engaging in residential service. 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.


 




    14 


     


    

 


		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 Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on
                                         August 5, 2015 (the “Exclusive Option Agreement”), the Loan Agreement executed
                                         by and between Pledgee and Pledgor on August 5, 2015 (the “Loan Agreement”),
                                         Power of Attorney executed on August 5, 2015 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.
                                         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.



 






    15 


     


    

 


		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.





    16 


     


    

 


		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;





    17 


     


    

 


		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.



 






    18 


     


    

 


		7.	Event of Breach



 


		7.4	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.



 


		7.5	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.



 


		7.6	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.



 






    19 


     


    

 


		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.



 








    20 


     


    


 


		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.



 




    21 


     


    

 


		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:	Beijing 58 Daojia Information Technology Co., Ltd.
	Address:	 Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	 +8610 64435588-8888
	Facsimile:	+8610-64459926
	 	 
	Party B:	Jinbo Yao
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District,
    Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888
	Facsimile:	+8610-64459926


 




    22 


     


    

 


	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, 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.



 


		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.


 


The Remainder
of this page is intentionally left blank


 






    23 


     


    

 


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:	Beijing 58 Daojia Information Technology Co., Ltd.
	 	 	 
	By:	 /s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Jinbo Yao	 
	 	 	 
	By:	 /s/ Jinbo Yao	 
	 	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.
	 	 	 
	By:	 /s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 


 




    24 


     


    

 


Attachments:


 


		1.	Shareholders’
                                         Register of Party C;



 


		2.	The Capital Contribution Certificate
                                         for Party C;



 


		3.	Exclusive Business Cooperation Agreement;



 


		4.	Loan Agreement;



 


		5.	Exclusive Option Agreement;



 


		6.	Power of Attorney.



 




    25 


     


    

 


Equity Interest Pledge Agreement


 


This Equity Interest
Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 5, 2015 in Beijing,
the People’s Republic of China (“China” or the “PRC”):


 


	Party A:	Beijing 58 Daojia 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 D101A-123, Building
    B-2 of Zhongguancun Dongsheng Science Park, #66 Xixiaokou Road, Haidian District, Beijing;
	 	 
	Party B:	Ou Bai (hereinafter “Pledgor”), a citizen of China with Chinese Identification
    No.:                   ; and
	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd., a limited liability company organized and
    existing under the laws of the PRC, with its address at Square block -901-918 , #5 Meiyuan Road , Binhaigaoxin District, Tianjin.


 


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 2.3% of equity interests of Party C, representing RMB2,300,000 in the registered
capital of Party C. Party C is a limited liability company registered in Beijing, China, engaging in Internet information services
and consulting 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.



 


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


 




    26 


     


    

 


		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 Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on
                                         August 5, 2015 (the “Exclusive Option Agreement”), the Loan Agreement executed
                                         by and between Pledgee and Pledgor on August 5, 2015 (the “Loan Agreement”),
                                         Power of Attorney executed on August 5, 2015 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.



 


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



 




    27 


     


    

 


		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.



 




    28 


     


    

 


		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;



 




    29 


     


    

 


		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.



 




    30 


     


    

 


		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.



 




    31 


     


    

 


		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.



 




    32 


     


    

 


		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.


 




    33 


     


    

 


		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:	Beijing 58 Daojia Information Technology Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888
	Facsimile:	+8610-64459926


 


	Party B:	Ou Bai
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District,
    Beijing
	Phone:	+8610 64435588-8888
	Facsimile:	+8610-64459926



 




    34 


     


    

 


	Party C:  	Tianjin 58 Daojia Home Services Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, 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.



 


		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.


 


The Remainder
of this page is intentionally left blank


 






    35 


     


    

 


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:	Beijing 58 Daojia Information Technology Co., Ltd.
	 	 	 
	By:	 /s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Ou Bai	 
	 	 	 
	By:	 /s/ Ou Bai	 
	 	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.
	 	 	 
	By:	 /s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 


 




    36 


     


    

 


Attachments:


 


		1.	Shareholders' Register of Party C;



 


		2.	The Capital Contribution Certificate
                                         for Party C;



 


		3.	Exclusive Business Cooperation Agreement;



 


		4.	Loan Agreement;



 


		5.	Exclusive Option Agreement;



 


		6.	Power of Attorney.



 




    37 


     


    

 


Equity Interest Pledge Agreement


 


This Equity Interest
Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 5, 2015 in Beijing,
the People’s Republic of China (“China” or the “PRC”):


 


	Party A:	Beijing 58 Daojia 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 D101A-123, Building
    B-2 of Zhongguancun Dongsheng Science Park, #66 Xixiaokou Road, Haidian District, Beijing;
	 	 
	Party B:	Xiaohua Chen (hereinafter “Pledgor”), a citizen of China with Chinese Identification
    No.:                   ; and
	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd., a limited liability company organized and
    existing under the laws of the PRC, with its address at Square block -901-918 , #5 Meiyuan Road , Binhaigaoxin District, Tianjin.


 


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 4.5% of equity interests of Party C, representing RMB4,500,000 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.



 


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


 




    38 


     


    

 


		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 Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on
                                         August 5, 2015 (the “Exclusive Option Agreement”), the Loan Agreement executed
                                         by and between Pledgee and Pledgor on August 5, 2015 (the “Loan Agreement”),
                                         Power of Attorney executed on August 5, 2015 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.
                                         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.



 




    39 


     


    

 


		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.



 


		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.



 


		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.



 




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		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.



 




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		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.



 




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		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:



 


	Party A:	Beijing 58 Daojia Information Technology Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District,
    Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888
	Facsimile:	 +8610-64459926


 




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	Party B:	Xiaohua Chen
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District,
    Beijing
	Phone:	+8610 64435588-8888
	Facsimile:	+8610-64459926


 


	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, 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.



 


		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.


 


The Remainder
of this page is intentionally left blank


 






    47 


     


    

 


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:	Beijing 58 Daojia Information Technology Co., Ltd.
	 	 	 
	By:	 /s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Xiaohua Chen	 
	 	 	 
	By:	 /s/ Xiaohua Chen	 
	 	 	 
	Party C:	Tianjin 58 Daojia Home Services Co., Ltd.
	 	 	 
	By:	 /s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 


 




    48 


     


    

 


Attachments:


 


		1.	Shareholders' Register of Party C;



 


		2.	The Capital Contribution Certificate
                                         for Party C;



 


		3.	Exclusive Business Cooperation Agreement;



 


		4.	Loan Agreement;



 


		5.	Exclusive Option Agreement;



 


		6.	Power of Attorney.



 




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