Al Rayyan and Al Ain locked horns in Doha with a place in the knock-out stages up for grabs, and it was the visitors who emerged on top with a comprehensive 4-1 win, thanks to smart wing play and lethal finishing.

Al Ain got off to a flying start when Caio embarked on a jinking run, dribbling past several Qatari defenders before attempting a left-footed effort that was parried away by goalkeeper Oumar Barry onto the path of Egyptian winger Hussein El Shahat who tapped in on the rebound to put the visitors in front inside 11 minutes.

The hosts looked to regroup and bag an equaliser, but could not find a way through and went into the break a goal down. Omar Abdulrahman doubled Al Ain's lead 10 minutes after the restart, curling in a free-kick into the top corner.

Japanese full-back Tsukasa Shiotani advanced down the left flank and crossed for Berg to sweep home Al Ain's third in the 58th minute, before adding his second of the night in identical fashion, this time applying the finish from Caio's cross in the 78th minute.

Qatari international Sebastian Soria’s continuous efforts were finally rewarded with a late goal, pulling one back for Al Rayyan five minutes from time.

The result, coupled with Esteghlal's win over Al Hilal, means Al Ain finish second with 10 points, two points behind the Iranian side. Al Rayyan, meanwhile, were eliminated with six points in third place.

Esteghlal will play the Group B runners-up in the Round of 16 while Al Ain will face Group B winners Al Duhail of Qatar.

Al Hilal started the brighter of the two sides and had their first attempt on goal six minutes in, when Achraf Bencharki came close to opening the scoring but his header from the edge of the six-yard box sailed over the bar.

The Saudi side continued to produce attacks had their second big chance in the 19th minute when Mokhtar Fallatah received the ball from Mohmmed Al Burayk's cross and dribbled past his marker before attempting a strike, only to see his chance saved at the bottom left corner.

Despite Al Hilal's domination, Esteghlal took the lead against the run of play, following a defensive mistake by Saudi international Yasir Al Shahrani after he failed to clear the ball in the penalty area in front of Vouria Ghafouri, who fired a shot into the centre of the net in the 36th minute.

Seven minutes into the second half, Al Hilal almost levelled the score when Fallatah's shot hit the left post after a pass from Bencharaki. Two minutes later, Ghafouri responded for the Iranian side, rocketing a ball from a narrow angle but his attempt was saved by goalkeeper Ali Al Habsi.

Esteghlal's victory earned them the top spot in Group D with 12 points, while Al Ain finished as runners-up, two points behind. Last year's runners-up Al Hilal ended their campaign bottom of the group with just two points.

Esteghlal will play the Group B runners-up in the Round of 16 while Al Ain will face Group B winners Al Duhail of Qatar.

The Round of 16 stage promises to be a thrilling affair with several former AFC Champions League winners taking their place alongside teams who will be aiming to win the coveted title for the first time.

The visitors needed no more than six minutes to go in front as Hamdan Al Shamrani penetrated into the 18-yard-box from the left wing and pulled back a pass to Salah Al Amri who converted the ball from a narrow angle into the back of the net to give his team an early lead.

Needing to win by a two-goal margin to finish top, Al Jazira pushed forward in search of the equaliser but failed to take their chances, with only Ali Mabkhout coming close to levelling the scoring with a header that ended on the wrong side of the post in the 13th minute.

While the hosts were looking for the equaliser, Al Ahli's Salman Al Muwashar was afforded space to break through on the counter and found Moamen Zakaria who extended the Saudis advantage with a curled strike from the edge of the box into the right corner of the net leaving the goalkeeper Abdulrahman Al Ameri helpless right on the half-hour mark.

Al Duhail head coach Djamel Belmadi handed starts to a number of youngsters and one of them almost repaid his trust in the 21st minute. Abdullah Al Ahrak had a free header following Mourad Naji's cross, but it was saved by Al Wahda keeper Mohamed Al Shamsi.

The reply from the visitors came through star man Balazs Dzsudzsak, who produced two brilliant attempts in the space of one minute. First, the Hungarian sent a scorching effort at goal from 30 yards out, and then, he tried to curl one in directly from a corner. However, Amine Lecomte was alert on both occasions to keep the ball out.

The hosts were handed an advantage in the 39th minute when Al Wahda defender Salem Sultan was sent off after pulling down Youssef El Arabi who was through on goal.

The Uzbek side made their intentions clear from the start with constant attacking pressure. But it was Zobahan who struck first, taking advantage of spaces behind the Lokomotiv defence in the 25th minute. Mohammad Reza Hosseini skilfully controlled the ball and sent a defence-splitting through pass for Morteza Tabrizi who netted his fifth goal of the campaign.

Lokomotiv came within a whisker of scoring an equaliser four minutes later, but were denied by a heroic clearance from left-back Mohammad Sattari, who blocked Sardor Rashidov’s effort which looked destined for the back of the net.

The home side continued to attack for the remainder of the first half, but Amir Ghalenoei’s men managed to hold on to their lead until the break.

Jeonbuk aimed to end the group stage with a win and it was they who had the best of the chances in the first half, with Adriano coming closest with a header that went just wide midway through the half.

The Brazilian thought he had opened the scoring on the hour mark, again with a header, only to be denied by a wonderful save from Wang Zhenpeng.

The home side’s pressure and dominance eventually was rewarded 20 minutes from time when Ricardo Lopes floated in a cross from the left, with Kim Shin-wook beating the offside trap to head the ball back across goal to an unmarked Lee Seung-gi, who made no mistake with just the keeper to beat.