EX-4.5 Equity Pledge Agreement





Exhibit 4.5




ZHOU XIN




and




SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD.




 





EQUITY PLEDGE AGREEMENT




in respect of




SHANGHAI TIAN ZHUO ADVERTISING CO., LTD.




 





April 1, 2008




 


 









 







Equity Pledge Agreement



This Equity Pledge Agreement (hereinafter, this “Agreement”) is entered into in Shanghai of the
People’s Republic of China (hereinafter, the “PRC”) as of April 1, 2008 by and between the
following Parties:





	(1)	 	Zhou Xin (hereinafter, the “Pledgor”)
Identity Card No.:

	 
	(2)	 	Shanghai CRIC Information Technology Co., Ltd. (hereinafter, the “Pledgee”)
Registered Address: Room 308, Technology Tower A, No. 149 Yanchang Road, Shanghai

Legal Representative: Zhou Xin





(In this Agreement, the aforesaid parties are hereinafter referred to individually as a “Party” and
collectively as the “Parties”)




Whereas :





	(1)	 	Pledgor is the registered shareholder of Shanghai Tian Zhuo Advertising Co., Ltd. (with its
registered address at Room 201, Building 2, No. 38 Haiguang Road, Shanyang Town, Jinshan
District, Shanghai and its legal representative being Zhou Xin, hereinafter referred to as the
“Company”), legally holding 100% equity interest in the Company (hereinafter, the “Company
Equity”), and his contribution amounts in the registered capital of the Company and his
shareholding percentages as of the date hereof are set out in Appendix I hereto.







	(2)	 	Pursuant to the Loan Agreement dated April 1, 2008 between Pledgee and Pledgor (hereinafter,
the “Loan Agreement”), Pledgee has provided a loan amounting to seventy million Renminbi
(RMB70,000,000) to Pledgor. Pledgor will use this loan to provide shareholder loan to the
Company as working capital necessary for the Company’s daily operation.







	(3)	 	Pursuant to the Equity Transfer Exclusive Option Agreement dated April 1, 2008 among Pledgee,
Pledgor and the Company (hereinafter, the “Equity Transfer Option Agreement”), Pledgor shall,
to the extent permitted by the PRC Law, and upon the request of Pledgee, transfer all or part
of the equity interests held by him in the Company to Pledgee and/or any other entity or
individual designated by Pledgee.







	(4)	 	Pursuant to the Shareholder’s Voting Rights Proxy Agreement dated April 1, 2008 among
Pledgee, Pledgor and the Company (hereinafter, the “Voting Rights Proxy Agreement”), Pledgor
has already fully entrusted the power to exercise on his behalf all
voting right in the Company entitled to Pledgor as the
shareholder thereof.





 


 









 






	(5)	 	Pursuant to the Consulting and Service Agreement dated April 1, 2008 between Pledgee and the
Company (hereinafter, the “Service Agreement”), the Company has appointed Pledgee to provide
relevant consulting service and agrees to pay Pledgee the corresponding service fee for such
service.







	(6)	 	As a guarantee for the performance of the Contract Obligations (as defined below) and the
repayment of the Guaranteed Liabilities (as defined below) by Pledgor and the Company, Pledgor
agrees to pledge to Pledgee all of the Equity Interest held by him in the Company, and to
grant to Pledgee a right of priority in the pledge.





Therefore, the Parties hereby agree as follows upon mutual consultations:




Article 1 Definitions





	1.1	 	Unless otherwise required by the context, the following terms herein shall have the following
meanings:






	 	 	 
	“Contract Obligations”

	 	means all contractual obligations of Pledgor
under the Equity Transfer Option Agreement,
Voting Rights Proxy Agreement, Loan Agreement and
this Agreement, and all contractual obligations
of the Company under the Equity Transfer Option
Agreement, Service Agreement and Voting Rights
Proxy Agreement.

	 
	 	 
	“Event of Default”

	 	means any of the following events: (1) any breach
by Pledgor of its Contractual Obligations under
the Equity Transfer Option Agreement, Voting
Rights Proxy Agreement, Loan Agreement or this
Agreement; (2) any breach by the Company of its
Contractual Obligations under the Equity Transfer
Option Agreement, Service Agreement or Voting
Rights Proxy Agreement; or (3) any of the Equity
Transfer Option Agreement, Loan Agreement, Voting
Rights Proxy Agreement, Service Agreement or this
Agreement becomes invalid or unenforceable due to
the change of PRC Law, promulgation of new PRC
Law or any other reasons, and Pledgee is unable
to make alterative arrangement for the
realization of the purpose under the Transaction
Agreements.

	 
	 	 






 


 









 





	 	 	 
	“Equity Pledge”

	 	has the meaning set forth in Section 2.2 of this
Agreement.
	 
	 	 
	“Guaranteed Liabilities”

	 	means all direct, indirect, derivative losses and
foreseeable loss of profits suffered by Pledgee
as a result of any Event of Default of Pledgor
and/or the Company, the amount of which shall be
determined by Pledgee at its sole discretion,
which shall be binding on Pledgor; as well as all
fees incurred in the enforcement of performance
of the Contractual Obligations of Pledgor and/or
the Company by Pledgee.

	 
	 	 
	“Pledged Property”

	 	means all of the Equity Interest in the Company
lawfully owned by Pledgor as of the effective
date hereof, and shall be pledged to Pledgee
pursuant to the provisions hereof as the
guarantee for the performance of the Contractual
Obligations by Pledgee and the Company, the
details of the Pledged Equity Interest of Pledgor
are set out in Appendix I hereto, as well as the
increased contribution and dividends in
accordance with Articles 2.6 and 2.7 hereof.

	 
	 	 
	“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 set forth in Section 12.11 of
this Agreement.
	 
	 	 
	“Rights”

	 	has the meaning set forth in Section 12.6 of this
Agreement.
	 
	 	 
	“Transaction Agreements”

	 	means the Equity Transfer Option Agreement, Loan
Agreement, Voting Rights Proxy Agreement and
Service Agreement.







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






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







 


 









 





Article 2 Equity Pledge





	2.1	 	Pledgor hereby agrees to pledge to Pledgee the Pledged Property which he lawfully owns and is
entitled to dispose of pursuant to the provisions hereof as the guarantee for performance of
the Contractual Obligations and repayment of the Guaranteed Liabilities.







	2.2	 	Pledgor undertakes that he will be responsible for, on the date hereof, the recording of the
equity pledge arrangement hereunder (hereinafter, the “Equity Pledge”) on the shareholders
register of the Company, and shall make his best efforts to complete the relevant registration
procedures with the competent administration for industry and commerce.







	2.3	 	Within the effective term of this Agreement, Pledgee shall not be liable in any way for loss
in the value of the Pledge Property, nor shall Pledgor be entitled to claim in any way or make
any demand on Pledgee in respect thereof unless such loss is directly caused by intentional
misconduct or gross negligence of Pledgee.







	2.4	 	Subject to the provision of Article 2.3 above, in the event of any possible obvious loss in
the value of the Pledged Property, which is sufficient to adversely affect Pledgee’s rights,
Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgor, and use
the proceeds from such auction or sale-off as early repayment of the Guaranteed Liabilities
upon agreement with Pledgor, or submit such proceeds to the local notary institution where
Pledgee is domiciled (any fees incurred in relation thereto shall be borne by Pledgor).







	2.5	 	In case of any Event of Default, Pledgee is entitled to dispose of the Pledged Property as
set forth in Article 4 hereof.







	2.6	 	Only upon prior consent by Pledgee shall Pledgor be able to increase his capital contribution
to the Company. The increased capital of the Company as a result of the capital contribution
increase to the Company by Pledgee shall belong to the Pledged Property.







	2.7	 	Only upon prior consent by Pledgee shall Pledgor be able to receive dividends from the
Pledged Property. The dividends received by Pledgor from the Pledged Property shall be
deposited into Pledgee’s bank account designated by Pledgee and subject to the supervision of
Pledgee, and shall be used as the Pledged Property for discharge of the Guaranteed Liabilities
in first priority.







	2.8	 	Pledgee is entitled to dispose of any Pledged Property of Pledgor pursuant to the
provisions hereof upon the occurrence of any Event of Default.





 


 









 










Article 3 Release of Pledge




Upon full and complete performance of all Contractual Obligations (whether based on the obligations
arising from contracts; whether based on the obligations arising from any existing contract or any
contract to be executed by Pledgor, the Company and Pledgee) by Pledgor and the Company, Pledgee
shall, according to the requirements of Pledgor, release the pledge hereunder, and cooperate with
Pledgor in handling the cancellation of the Equity Pledge record in the shareholders register of
the Company. Reasonable fees incurred in the release of the pledge shall be borne by Pledgee.



Article 4 Disposal of the Pledged Property





	4.1	 	Pledgor and Pledgee hereby agree that, in case of any Event of Default, Pledgee shall be
entitled to exercise, upon written notice to Pledgor, all of its rights and powers arising
under default remedies under the PRC Law, the Transaction Agreements and the terms hereof,
including but not limited to repayment in priority with proceeds from auctions or sale-offs of
the Pledged Property. Pledgee shall not be liable for any loss resulting from its reasonable
exercise of such rights and powers.







	4.2	 	Pledgee is entitled to designate in writing its legal counsel or any other agent to exercise
on its behalf any and all rights and powers set out above, and Pledgor shall not oppose
thereto.







	4.3	 	All reasonable fees incurred in Pledgee’s exercise of any or all of the above rights and
powers shall be borne by Pledgor. Pledgee is entitled to deduct such costs as actually
incurred from the proceeds acquired in its exercise of such rights and powers.







	4.4	 	The proceeds acquired by Pledgee in its exercise of its rights and powers shall be used in
the following order:

	 
	 	 	First, to pay for all costs incurred in connection with the disposal of the Pledged Property
and the exercise by Pledgee of its rights and powers (including but not limited to, court fees
and remuneration to its legal counsel and agents);

	 
	 	 	Second, to pay for any taxes payable in connection with the disposal of the Pledged Property;
and

	 
	 	 	Third, to repay the Guaranteed Liabilities to Pledgee.

	 
	 	 	If there is any balance after the above payments, Pledgee shall return the same to Pledgor or
other persons entitled thereto pursuant to relevant laws and regulations,
or submit the same to the local notary institution where Pledgee is domiciled (any fees
incurred in relation thereto shall be borne by Pledgor).





 


 









 











	4.5	 	Pledgee shall be entitled to elect to exercise, simultaneously or otherwise, any of the
default remedies it is entitled to; Pledgee is not obliged to exercise other default remedies
before its exercise of the auctions or sale-offs of the Pledged Property hereunder.






Article 5 Fees and Costs




All actual costs in connection with the creation of the Equity Pledge hereunder, including (but not
limited to) stamp duties, any other taxes, all legal fees, etc., shall be borne by Pledgee.



Article 6 Continuity and No Waiver




The Equity Pledge hereunder is a continuous guarantee, and shall remain valid until the full
performance of the Contractual Obligations or the full repayment of the Guaranteed Liabilities. No
exemption or grace period granted by Pledgee to Pledgor concerning any breach by Pledgor or delay
by Pledgee in its exercise of any of its rights hereunder and under the Transaction Agreements,
shall affect the rights of Pledgee to demand at any time hereafter the strict performance of the
Transaction Agreements and this Agreement by Pledgor or the rights entitled to Pledgee arising from
subsequent breach by Pledgor of the Transaction Agreements and/or this Agreement pursuant to this
Agreement, relevant PRC Law and the Transaction Agreements.



Article 7 Representations and Warranties




Pledgor hereby represents and warrants to Pledgee as follows:




	7.1	 	Pledgor is a PRC citizen with full capacity and with full and independent legal status and
legal capacity; has obtained appropriate authorization to execute, deliver and perform this
Agreement; and may act independently as a subject of actions.







	7.2	 	Pledgor has full power and authority to execute and deliver this Agreement and all other
documents related to the transaction contemplated hereunder to be executed by Pledgor, and has
full power and authority to consummate the transaction set forth herein.







	7.3	 	All reports, documents and information provided by Pledgor to Pledgee prior to the
effectiveness of this Agreement concerning Pledgor and all issues required hereunder are true
and accurate in all material aspects as of the effective date hereof.





 


 









 











	7.4	 	All reports, documents and information provided by Pledgor to Pledgee after the effective
date hereof concerning Pledgor and all issues required hereunder are true, accurate and valid
in all material aspects at the time when provided.







	7.5	 	As of the effective date hereof, Pledgor is the sole legal owner of the Pledged Property and
is entitled to dispose of the Pledged Property or any part thereof, and there is no
outstanding dispute concerning the ownership of the Pledged Property.







	7.6	 	Except for the encumbrance created on the Pledged Property hereunder and the rights under the
Transaction Agreements, there is no other encumbrance or third party interest on the Pledged
Property.







	7.7	 	The Pledged Property can be pledged or transferred in accordance with law, and Pledgor has
the full right and power to pledge it to Pledgee pursuant to the provisions hereof.







	7.8	 	This Agreement constitutes the legal, valid and binding obligations of Pledgor upon due
execution by Pledgor.







	7.9	 	Any consent, permission, waiver or authorization by any third person, or any approval,
permission, exemption by any government authority, or any registration or filing formalities
(if required by laws) with any government authority with respect to the execution and
performance hereof and the Equity Pledge hereunder have already been handled or obtained, and
shall be fully valid within the term of this Agreement.







	7.10	 	The execution and performance by Pledgor of this Agreement do not violate or conflict with
any applicable laws, or any agreement to which it is a party or which is binding on its
assets, any judgment rendered by a court, any arbitration awards issued by an arbitration
institution, or any decision made by an administrative authority.







	7.11	 	The pledge hereunder constitutes the security interest with first priority on the Pledged
Property.







	7.12	 	There is no pending or, to the knowledge of Pledgor, threatening litigation, legal proceeding
or demand in any court or any arbitral tribunal against Pledgor, or his property, or the
Pledged Property; there is no pending or, to the knowledge of Pledgor, threatening litigation,
legal proceeding or demand by any governmental or administrative authority against Pledgor, or
his property, or the Pledged Property, which shall be of material or detrimental effect on the
economic status of Pledgor or his capability to perform the obligations hereunder and the
Guaranteed Liabilities.





 


 









 











	7.13	 	Pledgor hereby warrants to Pledgee that the above representations and warranties shall remain
true and accurate at any time and under any circumstance prior to the full performance of the
Contractual Obligations and the full repayment of the Guaranteed Liabilities and shall be
fully complied with.






Article 8 Undertakings of Pledgor




Pledgor hereby undertakes to Pledgee as follows:




	8.1	 	Without the prior written consent by Pledgee, Pledgor shall not create or permit the creation
of any new pledge or any other encumbrance on the Pledged Property; pledge or any other
encumbrance on the whole or part of the Pledged Property created without the prior written
consent by Pledgee shall be null and void.







	8.2	 	Without prior written notice to Pledgee and Pledgee’s prior written consent, Pledgor shall
not transfer the Pledged Property, and any attempt by Pledgor to transfer the Pledged Property
shall be null and void. The proceeds from transfer of the Pledged Property by Pledgor shall
be used for the repayment in advance of the Guaranteed Liabilities or for submission to a
third party agreed to by Pledgee.







	8.3	 	In case of any litigation, arbitration or other demand which may have a detrimental effect on
the interest of Pledgor or Pledgee under the Transaction Agreements and this Agreement or the
Pledged Property, Pledgor undertakes to notify Pledgee in writing in a timely manner and shall
take, according to the reasonable requirements of Pledgee, all necessary measures to ensure
the pledge interest of Pledgee in the Pledged Property.







	8.4	 	Pledgor shall not conduct or permit any act or action which may have a detrimental effect on
the interest or the Pledged Property of Pledgee under the Transaction Agreements and this
Agreement.







	8.5	 	Pledgor guarantees that he shall, according to the reasonable requirements of Pledgee, take
all necessary measures and execute all necessary documents (including but not limited to
supplementary agreement hereto) so as to ensure the pledge interest of Pledgee in the Pledged
Property and the exercise and realization of such rights.







	8.6	 	In the event of any transfer of any Pledged Property resulting from the exercise of the right
to the pledge hereunder, Pledgor guarantees that he shall take all necessary measures for the
realization of such transfer.





 


 









 










Article 9 Change of Circumstances




As supplement to and not in conflict with the Transaction Agreements and other terms hereof, if at
any time, any PRC Law is promulgated or changed, or the interpretation or application of such laws
is changed, or the relevant registration procedures are changed, thereby rendering Pledgee to
believe that the continuous effectiveness of this Agreement and/or disposal of the Pledged Property
in the way provided herein shall be illegal or in conflict with such laws, Pledgor shall, upon the
written direction of Pledgee and pursuant to its reasonable request, promptly take any action
and/or execute any agreement or other document, so as to:




	 	(1)	 	ensure the effectiveness of this Agreement;

	 
	 	(2)	 	facilitate the disposal of the Pledged Property in the manner provided herein; and/or

	 
	 	(3)	 	maintain or realize the purpose hereof or the guarantee established in accordance
herewith.






Article 10 Effectiveness and Term of This Agreement





	10.1	 	This Agreement shall become effective upon the satisfaction of all of the following
conditions:







	 	(1)	 	this Agreement is duly executed by each of the Parties;

	 
	 	(2)	 	the Equity Pledge hereunder has been lawfully recorded in the shareholders register
of the Company; and

	 
	 	(3)	 	the Equity Pledge hereunder has been registered at the competent administration for
industry and commerce.







	 	 	Pledgor shall provide Pledgee with the registration certificate of the Equity Pledge in the
aforementioned shareholders register in the form satisfactory to Pledgee.







	10.2	 	This Agreement shall remain valid until the full performance of the Contractual Obligations
or the full discharge of the Guaranteed Liabilities.






Article 11 Notices





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







	11.2	 	The above 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 12 Miscellaneous





	12.1	 	Pledgee may, upon notice to Pledgor, and without consent from Pledgor, assign Pledgee’s
rights and/or obligations hereunder to any third party; however, Pledgor may not, without
Pledgee’s prior written consent, assign his rights, obligations or liabilities hereunder to
any third party. Successors or permitted assignees (if any) of Pledgor shall continue to
perform the obligations of Pledgor hereunder.







	12.2	 	This Agreement is made in Chinese in two (2) counterparts with each Party retaining one copy,
and additional counterparts (if necessary) may be executed accordingly for the purpose of
registration or filing.







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







	12.4	 	Any dispute arising hereunder and in connection herewith shall be settled through
consultations between 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
the 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 the Parties.







	12.5	 	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 hereunder, and the exercise of its rights, powers and remedies by a Party
shall not preclude its exercise of its other rights, powers and remedies.







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







	12.7	 	The headings of the Articles herein are for reference only, and in no circumstances shall
such headings be used in or affect the interpretation of the provisions hereof.







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





 


 









 











	12.9	 	Any amendments or supplements to this Agreement shall be in writing. Except for assignment
by Pledgee of its rights hereunder pursuant to Article 12.1, the amendments hereof or
supplements hereto shall take effect only upon due execution by the Parties hereto.







	12.10	 	Subject to Section 12.1 above, this Agreement shall be binding on the legal successors of
the Parties.







	12.11	 	At the even date with the date hereof, Pledgor shall sign a power of attorney (as set out in
Appendix II hereto, hereinafter the “Power of Attorney”) to authorize any person designated by
Pledgee (hereinafter, the “Agent”) to sign on his behalf any and all necessary legal documents
for the exercise by Pledgee of his rights hereunder pursuant to this Agreement. Such Power of
Attorney shall be kept by Pledgee and, when necessary, Pledgee may at any time submit the
Power of Attorney to the relevant government authorities. When and only when a written notice
is issued by Pledgee to Pledgor on removal of the Agent, Pledgor shall immediately revoke the
entrustment of the existing Agent, and entrust any other person then designated by Pledgee to,
on his behalf and pursuant to this Agreement, execute any and all legal documents necessary
for Pledgee to exercise Pledgor’s rights hereunder; the new Power of Attorney shall supersede
the previous one upon execution. Except for the above circumstances, Pledgor shall not revoke
the Power of Attorney issued to the Agent.






[The following is intentionally left blank]




 


 









 







[Execution Page]




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



	 	 	 	 	 
	Zhou Xin
	 	 	 	 
	Signature:

	 	/s/ Zhou Xin	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Shanghai CRIC Information Technology Co., Ltd.	 	 
	(Seal)
	 	 	 	 
	Signature: 

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

 


	 	 
	 

	Name:	 	 	 
	 

	Position:	 	 	 





 


 









 





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


 


 









 





Appendix II:




Format of the Power of Attorney




I hereby irrevocably entrust
 _____, with his/her identity card number
 _____, to be my
authorized agent to sign on my behalf all relevant legal documents with respect to the exercise of
all the shareholder’s rights corresponding to the equity interest held by myself in Shanghai Tian
Zhuo Advertising Co., Ltd. (including but not limited to transfer of such equity, but excluding
attending shareholders’ meetings or exercising shareholder’s voting rights at the shareholders’
meetings of such company).



	 	 	 	 	 	 	 
	 

	 	Zhou Xin	 	 	 	 
	 

	 	Signature: