EX-4.6 Equity Transfer Call Agreement





Exhibit 4.6




ZHOU XIN




and




SHANGHAI TIAN ZHUO ADVERTISING CO., LTD.




and




SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD.




 





EQUITY TRANSFER EXCLUSIVE OPTION AGREEMENT




in respect of




SHANGHAI TIAN ZHUO ADVERTISING CO., LTD.




 





April 1, 2008



 


 









 





Equity Transfer Exclusive Option Agreement




This Equity Transfer Exclusive Option Agreement (the “Agreement”) is entered into in Shanghai, the
People’s Republic of China (the “PRC”) as of April 1, 2008 by and among the following Parties:




	(1)	 	Zhou Xin, a PRC citizen (identity card number:           , hereinafter, the “Existing
Shareholder”)







	(2)	 	Shanghai Tian Zhuo Advertising Co., Ltd., a limited liability company incorporated and
existing under the PRC law, with its registered address at Room 201, Building 2, No. 38
Haiguang Road, Shanyang Town, Jinshan District, Shanghai (hereinafter, the “Company”); and







	(3)	 	Shanghai CRIC Information Technology Co., Ltd., a wholly foreign-owned enterprise
incorporated and existing under the PRC law, with its legal address at Room 308, Technology
Tower A, No. 149 Yanchang Road, Shanghai (hereinafter, the “WFOE”).






(In this Agreement, each Party shall be referred to individually as a “Party” or collectively, as
the “Parties”.)



Whereas,





	(1)	 	The Existing Shareholder is the registered shareholder of the Company, and owns lawfully 100%
equity interest in the Company. Its capital contributions to and shareholding in the Company
Registered Capital as of the date hereof are set forth in Appendix I attached hereto.

	 
	(2)	 	Subject to applicable PRC Law, The Existing Shareholder intends to transfer to the WFOE
and/or its designated entity or individual all the equity interest in the Company owned by the
Existing Shareholder, and the WFOE intends to accept such transfer.

	 
	(3)	 	In order to consummate the aforesaid equity transfer, the Existing Shareholder agrees to
grant the WFOE an irrevocable option for equity transfer (the “Transfer Option”), under which
the Existing Shareholder shall, as required by the WFOE and subject to the PRC Law, transfer
the Option Equity (as defined below) to the WFOE and/or its designated entity or individual in
accordance with this Agreement.

	 
	(4)	 	The Company agrees that the Existing Shareholder grants the WFOE the Transfer Option in
accordance with this Agreement.





 


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The Parties hereby agree as follows upon mutual negotiations:



Article 1 Definitions





	1.1	 	Unless otherwise required in the context, the following terms in this Agreement shall have
the following meanings:






	 	 	 
	“Agent”

	 	has the meaning as provided in Article 3.7.

	 
	 	 
	“Business Permits”

	 	means any approvals, permits, filings,
registrations, etc. which are necessary for
the lawful and effective operation by the
Company of its advertising design, producing,
agency, release, computer technology
development, technical services, technical
consulting, sale of computer, software and
supporting equipment and electrical products
and all other businesses, including without
limitation to the Business License of the
Enterprise Legal Person, the Tax Registration
Certificate, and other relevant licenses and
permits as required by the then PRC Law;

	 
	 	 
	“Confidential Information”

	 	has the meaning as provided in Article 8.1.

	 
	 	 
	“Defaulting Party”

	 	has the meaning as provided in Article 11.1.

	 
	 	 
	“Default”

	 	has the meaning as provided in Article 11.1.

	 
	 	 
	“Exercise Notice”

	 	has the meaning as provided in Article 3.5.

	 
	 	 
	“Company Registered Capital”

	 	means the registered capital of one million
Renminbi as of the date hereof, i.e.,
RMB1,000,000, and includes any increased
registered capital within the term of this
Agreement.

	 
	 	 
	“Company Assets”

	 	means all tangible and intangible assets
which the Company owns or is entitled to use
within the term of this Agreement, including
but not limited to any fixed and moveable
assets, and intellectual property rights such
as trademarks, copyrights, patents, know-how,
domain names and software use rights;







 


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	“Material Agreement”

	 	means any agreement to which the Company is a
party and which has material impact on the
business or the assets of the Company,
including without limitation to the Exclusive
Technology License and Service Agreement
entered into by and between the Company and
the WFOE and other agreements related to the
business of the Company.

	 
	 	 
	“Non-defaulting Party”

	 	has the meaning as provided in Article 11.1.

	 
	 	 
	“Option Equity”

	 	means the 100% equity interest owned by the
Existing Shareholder in the Company
Registered Capital.

	 
	 	 
	“PRC Law”

	 	means the then effective laws, administrative
regulations, administrative rules, local
regulations, judicial interpretations and
other binding regulatory documents of the
PRC.

	 
	 	 
	“Power of Attorney”

	 	has the meaning as provided in Article 3.7.

	 
	 	 
	“Rights”

	 	has the meaning as provided in Article 12.5

	 
	 	 
	“Shareholding Limit”

	 	has the meaning as provided in Article 3.2.

	 
	 	 
	“Transferred Equity”

	 	means the equity to which the WFOE or its
designated entity or individual is entitled
to acquire from the Existing Shareholder when
exercising its Transfer Option (the “Exercise
”) in accordance with Article 3.2 hereof, the
amount of which may be all or part of the
Option Equity and shall be determined by the
WFOE at its own discretion in accordance with
the then valid PRC Law and its commercial
needs.

	 
	 	 
	“Transfer Price”

	 	means all the considerations which the WFOE
or its designated entity or individual is
obliged to pay to the Existing Shareholder
for the Transferred Equity in each Exercise
in accordance with Article 4 hereof.






 


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	1.2	 	Any PRC Law referred to herein shall (1) include the amendments, changes, supplements and
reenactments thereto, irrespective of whether they take effect
before or after the execution of this Agreement; and (2) include the references to other
decisions, notices or regulations enacted in accordance therewith or effective as a result
thereof.







	1.3	 	Unless otherwise specified hereof, all references to an article, clause, item or paragraph
shall refer to the relevant part hereof.






Article 2 Grant of Transfer Option





	2.1	 	The Existing Shareholder hereby agrees to grant the WFOE an irrevocable and unconditional
Transfer Option, under which the WFOE shall, subject to the PRC Law, be entitled to require
the Existing Shareholder to transfer the Option Equity to the WFOE or its designated entity or
individual in such methods as set forth herein. The WFOE also agrees to accept such Transfer
Option.







	2.2	 	The Company hereby agrees that the Existing Shareholder grants such Transfer Option to the
WFOE according to Article 2.1 above and other provisions hereunder.






Article 3 Method for Exercise of Option





	3.1	 	Subject to the PRC Law, the WFOE shall have the sole discretion in deciding the schedule,
method and times of its Exercise.







	3.2	 	Provided that the then PRC Law permits the WFOE and/or its designated entity or individual to
hold the total equity of the Company, the WFOE is entitled to elect to exercise all of its
Transfer Option in a lump sum to have the WFOE and/or other entity or individual designated by
it to acquire all the Option Equity from the Existing Shareholder in a lump sum; if the then
PRC Law only permits the WFOE and/or other entity or individual designated by it to hold part
of the equity in the Company, the WFOE shall be entitled to decide the amount of the
Transferred Equity within the upper limit of shareholding percentage stipulated by the then
PRC Law (the “Shareholding Limit”), and have the WFOE and/or other entity or individual
designated by it to acquire such amount of Transferred Equity from the Existing Shareholder.
In the latter circumstance, the WFOE is entitled to exercise its Transfer Option in
installments alongside the gradual deregulation on the upper Shareholding Limit under the PRC
Law until its acquisition of all Option Equity.







	3.3	 	In each Exercise, the WFOE shall have the right to decide the amount of the Transferred
Equity to be transferred by the Existing Shareholder to the WFOE and/or other entity or
individual designated by it in such Exercise, and the Existing Shareholder shall transfer such
amount of Transferred Equity decided by the WFOE to the WFOE and/or other entity or individual
designated by it. The WFOE and/or other entity or individual designated by it shall pay the
Transfer Price to the Existing Shareholder for the Transferred Equity acquired in each Exercise.





 


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	3.4	 	In each Exercise, the WFOE may acquire the Transferred Equity by itself or designate any
third party to acquire all or part of the Transferred Equity.







	3.5	 	Upon its decision of each Exercise, the WFOE shall issue to the Existing Shareholder a notice
on the exercise of the Transfer Option (the “Exercise Notice”, the form of which is set out as
Appendix II hereto). The Existing Shareholder shall, upon receipt of the Exercise Notice, and
in accordance with the Exercise Notice, promptly transfer all the Transferred Equity in a lump
sum to the WFOE and/or other entity or individual designated by the WFOE in such method as
provided in Article 3.3.







	3.6	 	The Existing Shareholder hereby represents and warrants that once the WFOE issues the
Exercise Notice:







	 	(1)	 	he shall immediately convene a shareholders’ meeting to pass a resolution and
take all other necessary actions to consent to the transfer of all Transfer Equity to
the WFOE and/or its designated entity or individual at the Transfer Price;

	 
	 	(2)	 	he shall immediately enter into an equity transfer agreement with the WFOE and/or
its designated entity or individual for transfer of all Transferred Equity to the WFOE
and/or its designated entity or individual at the Transfer Price; and

	 
	 	(3)	 	he shall provide the WFOE with necessary support required by the WFOE and in
accordance with the laws and regulations (including providing and executing all relevant
legal documents, obtaining all government approvals and carrying out registration
procedures and assuming all relevant obligations), so as to ensure that the WFOE and/or
its designated entity or individual acquire all Transferred Equity free and clear of any
legal defect.







	3.7	 	Together with the execution of this Agreement, the Existing Shareholder shall enter into a
Power of Attorney (the “Power of Attorney”, the form of which is set out as Appendix III
hereto), entrusting any person designated by the WFOE (hereinafter the “Agent”) to, in
accordance with this Agreement, enter into on his behalf, any and all necessary legal
documents so as to ensure that the WFOE and/or its designated entity or individual acquire all
Transferred Equity free and clear of any legal defect. Such Power of Attorney shall be under
the custody of the WFOE and the WFOE may, at any time if necessary, require the Existing
Shareholder to enter into multiple copies of the Power of Attorney
and submit the Power  





 


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	 	 	of Attorney to the relevant government authority. When and only when a written notice
is issued by the WFOE to the Existing Shareholder for removal of the Agent, the Existing
Shareholder shall immediately revoke the entrustment of the existing Agent, and entrust any
other person then designated by the WFOE to, and in accordance with this Agreement, enter
into on his behalf any and all necessary legal documents. The new Power of Attorney shall
supersede the previous one once it is executed. Except for the above circumstances, the
Existing Shareholder shall not revoke the Power of Attorney issued to the Agent.






Article 4 Transfer Price




Upon each Exercise by the WFOE, the Transfer Price payable by the WFOE or its designated entity or
individual to the Existing Shareholder shall be one Renminbi (RMB1.00) or other price as agreed by
the Parties in writing. If at that time there is any compulsory requirement on the Transfer Price
under the PRC Law, the WFOE or its designated entity or individual shall be entitled to adopt the
minimum price allowed under the PRC Law as the Transfer Price.



Article 5 Representations and Warranties





	5.1	 	The Existing Shareholder hereby represents and warrants as follows, and such representations
and warranties shall remain effective as if they are made as of the date of transfer of the
Option Equity:







	 	5.1.1	 	The Existing Shareholder is a PRC citizen with full capacity, full and independent
legal status and legal capacity to execute, deliver and perform this Agreement, and may
act independently as a subject of actions.

	 
	 	5.1.2	 	The Company is a limited liability company duly registered and validly existing
under the RPC Law, with an independent corporate legal person status. The Company has
full and independent legal status and legal capacity to execute, deliver and perform this
Agreement and may act independently as a subject of actions.

	 
	 	5.1.3	 	The Existing Shareholder has full power and authority to execute and deliver this
Agreement and all other documents related to the transaction contemplated herein which
are to be executed by him, and has the full power and authority to complete the
transaction set forth herein.

	 
	 	5.1.4	 	This Agreement has been duly and lawfully executed and delivered by the Existing
Shareholder and is legally binding upon the Existing Shareholder and enforceable against
him in accordance with the terms hereof.





 


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	 	5.1.5	 	The Existing Shareholder is the registered legal owner of the Option Equity as of
the date hereof, and there is no lien, pledge, claim, other encumbrances or third party
rights on the Option Equity except for the rights created by this Agreement, the Equity
Pledge Agreement between the Existing Shareholder and the WFOE, and the Shareholder’s
Voting Rights Proxy Agreement among the Existing Shareholder, the WFOE and the Company.
In accordance with this Agreement, the WFOE and/or its designated entity or individual
shall, upon the Exercise of Option, obtain the good title to the Transferred Equity free
and clear of any lien, pledge, claim, other encumbrances or third party rights.







	5.2	 	The Company hereby represents and warrants as follows:







	 	5.2.1	 	The Company is a limited liability company duly registered and validly existing
under the RPC Law, with an independent corporate legal person status. The Company has
full and independent legal status and legal capacity to execute, deliver and perform
this Agreement and may act independently as a subject of actions.

	 
	 	5.2.2	 	The Company has full internal power and authority to execute and deliver this
Agreement and all other documents relevant to the transaction set forth herein and to be
executed by it, and has the full power and authority to complete the transaction
contemplated herein.

	 
	 	5.2.3	 	This Agreement has been duly and lawfully executed and delivered by the Company
and is legally binding upon the Company.

	 
	 	5.2.4	 	The Existing Shareholder is the only registered legal owner of the Option Equity
as of the date hereof. In accordance with this Agreement, the WFOE and/or its
designated entity or individual shall, upon the Exercise, obtain the good title to the
Transferred Equity free and clear of any lien, pledge, claim, other encumbrances and
third party rights.

	 
	 	5.2.5	 	The Company has obtained complete Business Permits necessary for its operations
as of the execution of this Agreement. The Company shall be fully entitled and
qualified to operate within PRC all of its business. The Company has been engaged in
lawful business since its incorporation and there is no violation or potential violation
of the regulations and requirements set forth by the departments of commerce and
industry, tax, quality supervision, labor protection, social security and other
government authorities or any dispute with respect to breach of contract.





 


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Article 6 Undertakings of the Existing Shareholder




The Existing Shareholder hereby undertakes as follows:




	6.1	 	He shall take all necessary measures within the term of this Agreement to ensure that the
Company is able to obtain all Business Permits necessary for its business and the validity of
all such Business Permits at any time.

	 
	6.2	 	Within the term of this Agreement, without the prior written consent by the WFOE:







	 	6.2.1	 	the Existing Shareholder may not transfer or otherwise dispose of, or create any
encumbrance or other third party rights on, any Option Equity;

	 
	 	6.2.2	 	he may not increase or decrease the registered capital in the Company;

	 
	 	6.2.3	 	he may not, or cause the management and/or the board of directors of the Company
to, dispose of any of the Company Assets (except for those occur in the ordinary course
of business);

	 
	 	6.2.4	 	he may not, or cause the management and/or the board of directors of the
Company to, terminate any Material Agreements entered into by the Company or enter into
any other Material Agreements in conflict with the existing Material Agreements;

	 
	 	6.2.5	 	he may not appoint or dismiss any director, supervisor or any other management
members of the Company who should be appointed or dismissed by the Existing
Shareholder;

	 
	 	6.2.6	 	he may not cause or agree the Company to declare or distribute any distributable
profit, bonus or dividend;

	 
	 	6.2.7	 	he shall ensure the valid existing of the Company and prevent it from being
terminated, liquidated or dissolved;

	 
	 	6.2.8	 	he may not cause or agree the Company to amend the Articles of Association of
the Company; and

	 
	 	6.2.9	 	he shall ensure that the Company shall not lend or borrow any loan, or provide
guarantee or other forms of security arrangements, or undertake any material
obligations other than in the ordinary course of business.







	6.3	 	The Existing Shareholder shall use his best efforts within the term of this Agreement to
develop the business of the Company, and ensure its operations are in compliance with laws and
regulations, and he will not be engaged in any actions or omissions which may harm the Assets
or the goodwill of the Company or affect the validity of its Business Permits.





 


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Article 7 Undertakings of the Company





	7.1	 	If the consent, permit, waiver, authorization of any third party or the approval, permit,
exemption, or any registration or filing (if legally required) with any government authority
is necessary for the execution and performance of this Agreement and the grant of the Transfer
Option herein, the Company will use its best efforts to assist in the fulfillment of the above
conditions.







	7.2	 	Without the prior written consent of the WFOE, the Company shall not assist or permit the
Existing Shareholder to transfer, or otherwise dispose of, or create any encumbrances or third
party rights on, any Option Equity.







	7.3	 	The Company shall not conduct or permit any activities or actions which may adversely affect
the interest of the WFOE under this Agreement.






Article 8 Confidentiality





	8.1	 	Whether this Agreement is terminated or not, the Existing Shareholder shall be obliged to
keep confidential the following information (hereinafter collectively the “Confidential
Information”):







	 	(1)	 	the execution, performance and the contents of this Agreement;

	 
	 	(2)	 	the business secrets, proprietary information and customer information in relation
to the WFOE known to or received by him in connection with the execution and performance
of this Agreement; and

	 
	 	(3)	 	the business secrets, proprietary information and customer information in relation
to the Company known to or received by him as a shareholder of the Company.







The Existing Shareholder may use such Confidential Information only for the performance of his
obligations hereunder. The Existing Shareholder may not disclose the above Confidential
Information to any third party without the written consent from the WFOE; otherwise he shall
be liable for breach of contract and indemnify the relevant losses.




	8.2	 	Upon termination of this Agreement, the Existing Shareholder shall, when required by the
WFOE, return, destroy or otherwise dispose of all the documents, materials or software
containing the Confidential Information and stop the usage of such Confidential Information.







	8.3	 	Notwithstanding any other provisions herein, the validity of this Article shall
survive the suspension or termination of this Agreement.





 


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Article 9 Term of Agreement




This Agreement shall become effective as of the date of formal execution by the Parties, and shall
remain valid until all the Option Equity has been legally transferred to the WFOE and/or its
designated entity or individual in accordance with the provisions hereof.



Article 10 Notices





	10.1	 	Any notice, request, demand and other correspondence required by or made in accordance with
this Agreement shall be delivered to the relevant Party in writing.







	10.2	 	The aforementioned notice or other correspondence shall be deemed to have been delivered upon
delivery when it is transmitted by facsimile or telex; or upon handover to the receiver when
it is delivered in person; or on the fifth (5) day after posting when it is delivered by mail.






Article 11 Default Liability





	11.1	 	The Parties agree and confirm that, if any Party (hereinafter the “Defaulting Party”) commits
material breach of any provision hereof, or materially fails to perform any obligation
hereunder, such breach or failure shall constitute a default under this Agreement (hereinafter
a “Default”), any of the other Parties without default (hereinafter the “Non-defaulting
Party”) is entitled to require the Defaulting Party to rectify such Default or take remedial
measures within a reasonable period. If the Defaulting Party fails to rectify such Default or
take remedial measures within such reasonable period or within ten (10) days following the
written notice issued by the Non-defaulting Party and the rectification requirement, and in
case the Defaulting Party is the Existing Shareholder or the Company, the Non-defaulting Party
shall be entitled to decide, at its own discretion: (1) to terminate this Agreement and
require the Defaulting Party to indemnify all the damages, or (2) to request the Defaulting
Party to continue the performance of its obligations hereunder and require the Defaulting
Party to indemnify all the damages; in case the Defaulting Party is the WFOE, the
Non-defaulting Party is entitled to request the Defaulting Party to continue the performance
of its obligations hereunder, and require the Defaulting Party to indemnify all the damages.







	11.2	 	The Parties agree and confirm that in no circumstances shall the Existing Shareholder and the
Company demand for termination of this Agreement with any cause.





 


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	11.3	 	The rights and remedies set out herein shall be cumulative, and shall not preclude any other
rights or remedies provided by law.







	11.4	 	Notwithstanding any other provisions herein, the validity of this Article shall survive the
suspension or termination of this Agreement.






Article 12 Miscellaneous





	12.1	 	This Agreement is made in Chinese in three (3) counterparts with each Party retaining one
copy.







	12.2	 	The execution, effectiveness, performance, amendment, interpretation and termination of this
Agreement shall be governed by the PRC Law.







	12.3	 	Any dispute arising hereunder and in connection herewith shall be settled through
consultations among the Parties, and if no agreement regarding such dispute can be reached by
the Parties within thirty (30) days upon its occurrence, such dispute shall be submitted to
Shanghai Sub-commission of China International Economic and Trade Arbitration Commission for
arbitration in Shanghai in accordance with the arbitration rules thereof, and the arbitration
award shall be final and binding on all Parties.







	12.4	 	Any rights, powers and remedies entitled to any Party by any provision herein shall not
preclude any other rights, powers and remedies entitled to such Party in accordance with laws
and other provisions under this Agreement, and the exercise of its rights, powers and remedies
by a Party shall not preclude its exercise of any other rights, powers and remedies.







	12.5	 	No failure or delay by a Party to exercise any of its rights, powers and remedies hereunder
or in accordance with the laws (hereinafter the “Rights”) shall be construed as a waiver of
such Rights, and the waiver of any single or partial exercise of such Rights shall not
preclude its exercise of such Rights in other ways or its exercises of any other Rights.







	12.6	 	The headings herein are for reference only, and shall not be used for or affect the
interpretation of the provisions hereof.







	12.7	 	Each term contained herein shall be severable and independent from other provisions, and if
at any time any term or terms herein are held invalid, illegal or unenforceable, the validity,
legality or enforceability of all other provisions herein shall not be affected as a result
thereof.





 


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	12.8	 	This Agreement shall, upon execution, supersede any other legal documents
executed by the Parties with respect to the same subject hereof. Any amendments or
supplements to this Agreement shall be made in writing and shall become effective upon due
execution by the Parties hereto.







	12.9	 	The Existing Shareholder or the Company shall not assign any of its rights and/or obligations
hereunder to any third party without the prior written consent from the WFOE, and the WFOE is
entitled to assign any of its rights and/or obligations hereunder to any of its designated
third party upon notice to the Existing Shareholder and the Company.

	 
	12.10	 	This Agreement shall be binding on the legal successors of each Party.






[The following is intentionally left blank]




 


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[Execution Page]




IN WITNESS WHEREOF, the Parties have caused this Equity Transfer Option Agreement to be executed as
of the date and in the place first set forth above.



	 	 	 	 	 
	Zhou Xin
	 	 	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Zhou Xin
	 	 
	 

	 	 	 	 






Shanghai Tian Zhuo Advertising Co., Ltd.




(Company chop)




	 	 	 	 	 
	Signature:

	 	/s/ Shanghai Tian Zhuo Advertising Co., Ltd.
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Position:	 	 






Shanghai CRIC Information Technology Co., Ltd.




(Company chop)




	 	 	 	 	 
	Signature:

	 	/s/ Shanghai CRIC Information Technology Co., Ltd.
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Position:	 	 






 


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Appendix I:




Basic Information of the Company




Company Name: Shanghai Tian Zhuo Advertising Co., Ltd.



Registered Address: Room 201, Building 2, No. 38 Haiguang Road, Shanyang Town, Jinshan District,
Shanghai



Registered Capital: One Million Renminbi




Legal Representative: Zhou Xin




Equity Structure:



	 	 	 	 	 	 
	 	 	Registered Capital	 	Percentage of	 
	 Shareholder’s Name 	 	(RMB)	 	Contribution	 
	 
	 	 	 	 	 
	Zhou Xin
	 	One million Renminbi	 	100	%
	Total
	 	One million Renminbi	 	100	%







			
	Financial Year:	 	1 January to 31 December of a calendar year





 


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Appendix II:




Form of the Option Exercise Notice




To: Zhou Xin




Reference is made to the Equity Transfer Option Agreement dated as of April 1, 2008 (hereinafter
the “Option Agreement”) by and among you, Shanghai Tian Zhuo Advertising Co., Ltd. (the “Company”)
and our company, pursuant to which you shall, upon request by our company and pursuant to the PRC
laws and regulations, transfer the equity interest owned by you in the Company to our company or
any third party designated by our company.



Therefore our company hereby issues this Notice to you as follows:



Our company hereby requests the exercise of the Transfer Option under the Option Agreement and that
the equity interest you owned corresponding to
 _____% of the equity of the Company (hereinafter the
“Proposed Transferred Equity”) be transferred to our company/[name of company/individual]
designated by our company. You are required to promptly transfer all the Proposed Transferred
Equity to our company/[name of designated company/individual] upon receipt of this Notice in
accordance with the agreed terms in the Option Agreement.



Best regards,




	 	 	 	 	 	 	 
	 	 	Shanghai CRIC Information Technology Co., Ltd.	 	 
	 
	 	 	 	 	 	 
	 	 	(Company chop)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Authorized Representative:                    	 	 
	 

	 	 	 	Date:                    	 	 






 


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Appendix III:




Form of the Power of Attorney




I,           , hereby irrevocably entrust                                          [identity card number
                                        ] to sign the Equity Transfer Agreement among Shanghai Tian Zhuo Advertising Co.,
Ltd., Shanghai CRIC Information Technology Co., Ltd. and myself regarding the transfer of equity
interest in Shanghai Tian Zhuo Advertising Co., Ltd., and other related legal documents on my
behalf as my authorized trustee.



	 	 	 	 	 	 	 
	 

	 	Zhou Xin	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 







 


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