UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549










FORM 20-F / A



(Amendment No. 2)



(Mark One)



| |  ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------------------



OR



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2018.



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from 
to



OR



| |  ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -------------------------------------------------------------------------------------------



Date of event requiring this shell company
report



For the transition period from 
to



Commission file number: 001-36140








58.com
Inc.
(Exact name of Registrant as specified in its charter)








N/A
(Translation of Registrant’s name into English)



Cayman Islands
(Jurisdiction of incorporation or organization)



Building 105, 10 Jiuxianqiao North Road
Jia

Chaoyang District, Beijing 100015

People’s Republic of China
(Address of principal executive offices)



Hao Zhou, Chief Financial Officer
Telephone: +86 10 5956-5858
Building 105, 10 Jiuxianqiao North Road Jia
Chaoyang District, Beijing 100015
People’s Republic of China

(Name, Telephone, Email and/or Facsimile
number and Address of Company Contact Person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of each class                                                       |  | Name of each exchange on which registered
|------------------------------------------------------------------------- |  | -----------------------------------------
|American depositary shares, each representing two Class A ordinary shares |  | The New York Stock Exchange              
|Class A ordinary shares, par value US$0.00001 per share*                  |  | The New York Stock Exchange*             








| | * | Not for trading, but only in connection with the listing
on the New York Stock Exchange of American depositary shares.
| | - | ----------------------------------------------------------------------------------------------------------------------



Securities registered or to be registered
pursuant to Section 12(g) of the Act:



None
(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:



None
(Title of Class)



Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 296,444,579
ordinary shares, par value US$0.00001 per share, being the sum of 250,858,415 Class A ordinary shares (not including 4,509,744
Class A ordinary shares issued to the depositary bank of the Issuer and reserved for future exercise or vesting of equity incentive
awards) and 45,586,164 Class B ordinary shares as of December 31, 2018.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x
Yes    ̈ No



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.  ̈ Yes   x
No



Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. x Yes    ̈
No



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes  
 ̈ No



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.



|Large accelerated filer x | Accelerated filer  ̈ | Non-accelerated filer  ̈ | Emerging growth company   ̈
|------------------------- | ------------------- | ----------------------- | --------------------------



If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of
the Exchange Act.  ̈



† The term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.



Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board  ̈ | Other  ̈
|----------- | ------------------------------------------------------------------------------------------------------- | -------



If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 ̈ Item 17    ̈ Item 18



If this is an annual report, indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ̈
Yes   x No



(APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.  ̈
Yes    ̈ No


















Explanatory
Note



This Amendment No. 2 on Form 20-F/A (the
 “Amendment”) amends the Annual Report on Form 20-F for the year ended December 31, 2018 of 58.com Inc. (“58.com”),
as originally filed with the U.S. Securities and Exchange Commission, or the SEC, on April 19, 2019, as amended by Amendment No.
1 on Form 20-F/A, filed with the SEC on April 19, 2019 (the “Original Filing”). 58.com is filing the Amendment solely
to include the financial statements and related notes of 58 Daojia Inc. (“58 Home”), an unconsolidated subsidiary of
58.com incorporated in the British Virgin Islands, as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act
of 1934, as amended (“Rule 3-09”).



58.com owns 61.7% of the
total outstanding shares of 58 Home on an as-converted basis. As certain rights provided to the non-controlling Series A
preferred shareholders of 58 Home would be viewed as substantive participating rights under U.S. GAAP, 58.com has ceased
consolidating the financial results of 58 Home in its consolidated financial statements in accordance with U.S. GAAP since
November 27, 2015. 58.com accounts for its investment in 58 Home using equity method. As 58 Home was considered to be a
significant equity method investee of 58.com in 2016 and 2017, its financial statements are included as an exhibit to the
Annual Report of 58.com on Form 20-F in accordance with Rule 3-09.



The Original Filing is being amended by
this Amendment to include as exhibits: (i) the 58 Home financial statements for the periods presented, (ii) the consent of the
independent auditor of 58 Home and (iii) certifications by the Chief Executive Officer and Chief Financial Officer of 58.com. This
Amendment does not affect any other parts of, or exhibits to, the Original Filing, nor does it reflect events occurring after the
date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and any documents
filed with or furnished to the SEC by 58.com subsequent to April 19, 2019.









TABLE OF CONTENTS



|Item 19. Exhibits | 1
|----------------- | -











ITEM 19.         EXHIBITS



|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                          
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1            |  | Third Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated
    herein by reference to Exhibit 3.2 to the registration statement on Form F-1 (File No. 333-191424), as amended, initially
    filed with the SEC on September 27, 2013).                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.1            |  | Registrant’s Specimen American Depositary Receipt (incorporated herein by reference
    to Exhibit 4.3 to the registration statement on Form F-1 (File No. 333-191424), as amended, initially filed with the SEC on
     October 17, 2013).                                                                                                                                                                                      
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.2            |  | Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by
    reference to Exhibit 4.2 to the registration statement on Form F-1 (File No. 333-191424), as amended, initially filed with
    the SEC on September 27, 2013).                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.3            |  | Deposit Agreement dated October 31, 2013, among the Registrant, the depositary and holders
    of the American Depositary Receipts (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form
    S-8 (File No. 333-194873), initially filed with the SEC on March 28, 2014).                                                                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.1            |  | 2010 Employee Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to the registration
    statement on Form F-1 (File No. 333-191424), as amended, initially filed with the SEC on September 27, 2013).                                                                                                                                                                                                          
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.2            |  | 2013 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1 (File No. 333-191424), as amended, initially filed with the SEC on September 27, 2013), and Amendment No.1 to the 2013 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form S-8 (File No. 333-205011) filed with the SEC on June 17, 2015)         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.3            |  | Form of Indemnification Agreement with the Registrant’s directors and executive officers
    (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1 (File No. 333-191424), as amended,
    initially filed with the SEC on September 27, 2013).                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.4            |  | Form of Employment Agreement between the Registrant and an executive officer of the Registrant
    (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1 (File No. 333-191424), as amended,
    initially filed with the SEC on September 27, 2013).                                                                                                                                       
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.5            |  | English translation of the Amended and Restated Exclusive Business Cooperation Agreement between
    Beijing Chengshi Wanglin Information Technology Co., Ltd. and Beijing 58 Information Technology Co., Ltd. dated October 10,
    2011 (incorporated herein by reference to Exhibit 10.5 to the registration statement on Form F-1 (File No. 333-191424), as
    amended, initially filed with the SEC on September 27, 2013).
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.6*           |  | English translation of the Equity Interest Pledge Agreements, as amended and restated, among
    Beijing Chengshi Wanglin Information Technology Co., Ltd., Beijing 58 Information Technology Co., Ltd. and each of the shareholders
    of Beijing 58 Information Technology Co., Ltd. dated April 30, 2018 and June 28, 2013, respectively                                                                                     
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.7*           |  | English translation of the Amended and Restated Exclusive Option Agreements among Beijing
    Chengshi Wanglin Information Technology Co., Ltd., Jinbo Yao and Beijing 58 Information Technology Co., Ltd. dated April 30,
    2018                                                                                                                                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.8*           |  | English translation of Power of Attorney issued by each of the shareholders of Beijing 58
    Information Technology Co., Ltd. dated April 30, 2018 and June 28, 2013, respectively                                                                                                                                                                                                                                              



1







|4.9*   |  | English translation of Loan Agreements between Beijing Chengshi Wanglin Information
    Technology Co., Ltd. and each of the individual shareholders of Beijing 58 Information Technology Co., Ltd.                                                                                                                                                                                                                                                       
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.10   |  | Investor Rights Agreement, dated June 30, 2014, between the Registrant, Ohio River Investment
    Limited, Nihao China Corporation and Jinbo Yao (incorporated herein by reference to Exhibit 4.14 of the Registrant’s
    Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2015).                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.11   |  | Registration Rights Agreement, dated April 20, 2015, by and among the Registrant and certain
    selling shareholders of Falcon View Technology (incorporated herein by reference to Exhibit 4.16 of the Registrant’s
    Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 13, 2016).                                                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.12*  |  | English translation of form of the Exclusive Business Cooperation Agreement between 58 Home’s
    WFOE and a VIE                                                                                                                                                                                                                                                                                                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.13*  |  | English translation of form of the Amended and Restated Equity Interest Pledge Agreements
    among 58 Home’s WFOE, a VIE and each of the shareholders of a VIE                                                                                                                                                                                                                                                                                           
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.14*  |  | English translation of form of the Amended and Restated Exclusive Option Agreements among
    58 Home’s WFOE, a VIE and each of the shareholders of a VIE                                                                                                                                                                                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.15*  |  | English translation of form of the Amended and Restated Power of Attorney issued by each of
    the shareholders of a VIE                                                                                                                                                                                                                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.16*  |  | English translation of form of the Amended and Restated Loan Agreements between 58 Home’s
    WFOE and each of the shareholders of a VIE                                                                                                                                                                                                                                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.17   |  | English translation of the Exclusive Business Cooperation Agreement between Tianjin Zhuanzhuan
    World Technology Co., Ltd. and Beijing Zhuanzhuan Spirit Technology Co., Ltd. dated June 22, 2017 (incorporated herein by
    reference to Exhibit 4.29 of the Registrant’s Annual Report on Form 20-F filed with the Securities and Exchange Commission
    on April 30, 2018).                                                                       
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.18   |  | English translation of the Equity Interest Pledge Agreements among Tianjin Zhuanzhuan World
    Technology Co., Ltd., Beijing Zhuanzhuan Spirit Technology Co., Ltd. and each of the shareholders of Beijing Zhuanzhuan Spirit
    Technology Co., Ltd. dated February 11, 2018 (incorporated herein by reference to Exhibit 4.30 of the Registrant’s Annual
    Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2018).
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.19   |  | English translation of the Exclusive Option Agreements among Tianjin Zhuanzhuan World Technology
    Co., Ltd., Beijing Zhuanzhuan Spirit Technology Co., Ltd. and each of the shareholders of Beijing Zhuanzhuan Spirit Technology
    Co., Ltd. dated February 11, 2018 (incorporated herein by reference to Exhibit 4.31 of the Registrant’s Annual Report
    on Form 20-F filed with the Securities and Exchange Commission on April 30, 2018).      
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.20   |  | English translation of Power of Attorney issued by each of the shareholders of Beijing Zhuanzhuan
    Spirit Technology Co., Ltd. dated February 11, 2018 (incorporated herein by reference to Exhibit 4.32 of the Registrant’s
    Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2018).                                                                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.22   |  | Share Subscription Agreement, dated April 18, 2017, by and among the Registrant, Magic Heart
    Inc., Zhuan Spirit Holdings Limited and Tencent Mobility Limited (incorporated herein by reference to Exhibit 4.35 of the
    Registrant’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 1, 2017).                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.23*† |  | English translation of Equity Transfer Agreement on 5i5j Holding Group Co., Ltd. between Beijing
    Hezhao Jiusheng Investment Co., Ltd., Kunming Handing Shiji Enterprise Management Co., Ltd., Tibet Shengju Investment Co.,
    Ltd. and 58 Co., Ltd.                                                                                                                                                                                                 



2







|8.1*    |  | Principal subsidiaries of the Registrant                                                                                                                                                                                                         
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                  
|11.1    |  | Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to
    Exhibit 99.1 to the registration statement on Form F-1 (File No. 333-191424), as amended, initially filed with the SEC on
    September 27, 2013).
|        |  |                                                                                                                                                                                                                                                  
|12.1*** |  | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                  
|12.2*** |  | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                  
|13.1**  |  | Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                  
|13.2**  |  | Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                  
|15.1*   |  | Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting
    Firm                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                  
|15.2*   |  | Consent of Han Kun Law Offices                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                  
|15.3*** |  | Consent of PricewaterhouseCoopers Zhong Tian LLP regarding the opinion in Exhibit 99.1                                                                                                                                                           



3







|Exhibit Number |  | Description of Document                                                                                                              
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                      
|99.1***        |  | Consolidated Financial Statements of 58 Daojia Inc. as of December 31, 2018 and 2017 and for the three years ended December 31, 2018.
|               |  |                                                                                                                                      
|101.INS*       |  | XBRL Instance Document                                                                                                               
|               |  |                                                                                                                                      
|101.SCH*       |  | XBRL Taxonomy Extension Schema Document                                                                                              
|               |  |                                                                                                                                      
|101.CAL*       |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                
|               |  |                                                                                                                                      
|101.DEF*       |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                 
|               |  |                                                                                                                                      
|101.LAB*       |  | XBRL Taxonomy Extension Labels Linkbase Document                                                                                     
|               |  |                                                                                                                                      
|101.PRE*       |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                               






| | * | Filed with the Original Filing
| | - | ------------------------------



| | ** | Furnished herewith
| | -- | ------------------



| | *** | Filed herewith
| | --- | --------------



| | † | Portions of this exhibit have been omitted pursuant to
Rule 406 under the Securities Act
| | - | ----------------------------------------------------------------------------------------



4







SIGNATURES



The registrant hereby certifies that it
meets all of the requirements for filing its annual report on Form 20-F/A and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.



|                    | 58.com Inc.
|------------------- | -----------
|                    |            
|                    | By:        
|                    |            
|                    |            
|                    |            
|Date: June 12, 2019 |            



5