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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 OR
 o
    
    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: 001-34479
 China Real Estate Information Corporation
 
 
 
 
 
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of exchange on which each class is to be registeredAmerican Depositary Shares, each representing one
    
    NASDAQ Global Select Marketordinary share, par value $0.0002 per share
 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)
  Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  US GAAP þ
    
    International Financial Reporting Standards as issued
    
    Other oby the International
Accounting Standards Board o
  o o
 o þ
  Yes o No o




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##### 



TABLE OF CONTENTS
 INTRODUCTION
    
    
    1PART I
    
    
    2ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    2ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    2ITEM 3. KEY INFORMATION
    
    
    2ITEM 4. INFORMATION ON THE COMPANY
    
    
    33ITEM 4A. UNRESOLVED STAFF COMMENTS
    
    
    56ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    56ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    72ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    80ITEM 8. FINANCIAL INFORMATION
    
    
    90ITEM 9. THE OFFER AND LISTING
    
    
    91ITEM 10. ADDITIONAL INFORMATION
    
    
    91ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    96ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    97PART II
    
    
    99ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    99ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
    
    
    99ITEM 15. CONTROLS AND PROCEDURES
    
    
    99ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    99ITEM 16B. CODE OF ETHICS
    
    
    99ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    100ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    100ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
    
    
    100ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
    
    
    100ITEM 16G. CORPORATE GOVERNANCE
    
    
    100PART III
    
    
    101ITEM 17. FINANCIAL STATEMENTS
    
    
    101ITEM 18. FINANCIAL STATEMENTS
    
    
    101ITEM 19. EXHIBITS
    
    
    101Exhibit 4.30Exhibit 4.32Exhibit 4.35Exhibit 4.36Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2Exhibit 15.1Exhibit 15.2




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INTRODUCTION
  
    
    China or PRC refers to the Peoples Republic of China, excluding, for the
purpose of this annual report only, Taiwan, Hong Kong and Macau;
 
    
    COHT refers to China Online Housing Technology Corporation,
an entity that had operated SINAs online real estate business prior to our
initial public offering and concurrent acquisition of SINAs equity interest in China Online Housing
Technology Corporation;
 
    
    CRIC system refers to our proprietary
real estate information database and analysis system;
 
    
    E-House refers to our parent company and controlling shareholder E-House
(China) Holdings Limited, a leading real estate services company in China listed on the
New York Stock Exchange;
 
    
    SINA refers to our shareholder SINA Corporation, a leading online media
company in China;
 
    
    shares or ordinary shares refers to our ordinary shares, par value $0.0002
per share; unless the context indicates otherwise, all share and per share data in this
annual report give effect to a 1-for-2 reverse share split that became effective on
August 29, 2009 and a new share issuance to our parent company, E-House, on September
28, 2009;
 
    
    Shanghai CRIC refers to Shanghai CRIC Information Technology Co., Ltd., our
main operating subsidiary;
 
    
    ADSs refers to our American depositary shares, each of which represents one
ordinary share;
 
    
    Frost & Sullivan Report refers to a report prepared by Frost & Sullivan, an
independent market research film, commissioned by us, for the purpose of providing
information on the real estate information and consulting services in China, including
our market position in that sector; and
 
    
    all references to RMB or Renminbi are to the legal currency of China; all
references to $, dollars, US$ and U.S. dollars are to the legal currency of the
United States; and all references to HKD and Hong Kong dollars are to the legal
currency of the Hong Kong Special Administrative Region.
  FORWARD-LOOKING STATEMENTS
   
    
    our anticipated growth strategies;
 
    
    our future business development, results of operations and financial condition;
 
    
    our ongoing relationships with E-House and SINA;
 
    
    expected changes in our revenues and certain cost or expense items;
  1




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
    
    our ability to attract clients and further enhance our brand recognition; and
 
    
    trends and competition in the real estate services, Internet and online advertising industries.
   
 PART I
 
 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3. KEY INFORMATION
 Selected Financial Data
 Selected Consolidated Financial Data
      2




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For the Year Ended December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009(in thousands of $, except share, per share and per ADS data)Consolidated Statement of Operations Data:Total revenues
    
    
    5,395
    
    
    
    8,195
    
    
    
    50,049
    
    
    
    95,654Cost of revenues
    
    
    (214
    )
    
    
    (895
    )
    
    
    (2,897
    )
    
    
    (12,810
    )Selling, general and administrative expenses
    
    
    (2,198
    )
    
    
    (4,985
    )
    
    
    (19,820
    )
    
    
    (48,049
    )Gain from settlement of pre-existing relationship
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,101Income from operations
    
    
    2,983
    
    
    
    2,315
    
    
    
    27,332
    
    
    
    36,896Interest income
    
    
    23
    
    
    
    193
    
    
    
    420
    
    
    
    279Other income, net
    
    
    
    
    
    
    (157
    )
    
    
    (1,341
    )
    
    
    2,725Income before taxes and equity in affiliates
    
    
    3,006
    
    
    
    2,351
    
    
    
    26,411
    
    
    
    39,900Income tax expense
    
    
    (894
    )
    
    
    (285
    )
    
    
    (4,721
    )
    
    
    (6,307
    )Income before equity in affiliates
    
    
    2,112
    
    
    
    2,066
    
    
    
    21,690
    
    
    
    33,593Income from equity in affiliates
    
    
    
    
    
    
    
    
    
    
    154
    
    
    
    22,016Net income
    
    
    2,112
    
    
    
    2,066
    
    
    
    21,844
    
    
    
    55,609Net
(income) loss attributable to non-controlling interest
    
    
    
    
    
    
    
    
    
    
    318
    
    
    
    (7
    )Net income attributable to CRIC shareholders
    
    
    2,112
    
    
    
    2,066
    
    
    
    22,162
    
    
    
    55,602Earnings per shareBasic
    
    $
    0.03
    
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.64Diluted
    
    $
    0.03
    
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.63Dividends per ordinary share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Earnings per ADS1Basic
    
    $
    0.03
    
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.64Diluted
    
    $
    0.03
    
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.63Weighted
average number of ordinary shares used in per share calculations2Basic
    
    
    71,522,222
    
    
    
    71,522,222
    
    
    
    71,522,222
    
    
    
    86,610,265Diluted
    
    
    71,522,222
    
    
    
    71,522,222
    
    
    
    71,522,222
    
    
    
    88,264,301
 
 (1)
    
    Each ADS represents one ordinary share.(2)
    
    Upon incorporation, we had 500,000,000 ordinary shares authorized, 1,000 ordinary shares
issued and outstanding with a par value of $0.0001 per share, all of which were held by
E-House. On January 1, 2009, we issued an additional 99,999,000 ordinary shares to E-House at
par value of $0.0001 per share. On August 29, 2009, we effected a reverse share split whereby
all of our issued and outstanding 100,000,000 ordinary shares of a par value of $0.0001 each
were converted into 50,000,000 ordinary shares of $0.0002 par value each and the number of our
authorized shares were reduced from 500,000,000 to 250,000,000. On September 28, 2009, we
issued 21,522,222 additional ordinary shares at par value of $0.0002 per share to E-House.
Both the reverse share split and the new share issuance to E-House have been retroactively
reflected for all periods presented herein.  As of December 31,2007
    
    
    2008
    
    
    2009(in thousands of $)Consolidated Balance Sheet Data:Cash and cash equivalents
    
    
    26,411
    
    
    
    25,791
    
    
    
    311,067Total assets
    
    
    30,823
    
    
    
    83,750
    
    
    
    1,020,091Total current liabilities
    
    
    1,105
    
    
    
    14,926
    
    
    
    35,638Total equity
    
    
    29,718
    
    
    
    66,511
    
    
    
    942,421
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Exchange Rate Information
   Exchange RatePeriod
    
    Period End
    
    
    Average(1)
    
    
    Low
    
    
    High2005
    
    
    8.0702
    
    
    
    8.1826
    
    
    
    8.2765
    
    
    
    8.07022006
    
    
    7.8041
    
    
    
    7.9579
    
    
    
    8.0702
    
    
    
    7.80412007
    
    
    7.2946
    
    
    
    7.5806
    
    
    
    7.8127
    
    
    
    7.29462008
    
    
    6.8225
    
    
    
    6.9193
    
    
    
    7.2946
    
    
    
    6.78002009
    
    
    6.8259
    
    
    
    6.8295
    
    
    
    6.8470
    
    
    
    6.8176November
    
    
    6.8265
    
    
    
    6.8271
    
    
    
    6.8300
    
    
    
    6.8255December
    
    
    6.8259
    
    
    
    6.8275
    
    
    
    6.8299
    
    
    
    6.82442010January
    
    
    6.8268
    
    
    
    6.8269
    
    
    
    6.8295
    
    
    
    6.8258February
    
    
    6.8258
    
    
    
    6.8285
    
    
    
    6.8330
    
    
    
    6.8258March
    
    
    6.8269
    
    
    
    6.8262
    
    
    
    6.8270
    
    
    
    6.8254April (through April 16, 2010)
    
    
    6.8253
    
    
    
    6.8252
    
    
    
    6.8263
    
    
    
    6.8229
 
 Source: Federal Reserve Statistical Release
 (1)
    
    Annual averages were calculated by using the average of the exchange rates on the last day of
each month during the relevant year. Monthly averages are calculated by using the average of
the daily rates during the relevant month. Capitalization and Indebtedness
  Reasons for the Offer and Use of Proceeds
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Risk Factors
 Risks Related to Our Real Estate Information, Consulting and Advertising Services
 Our limited operating history makes evaluating our business and prospects difficult.
  To date, a limited number of real estate developers have contributed a substantial portion of our
revenues due to the large size of their contracts with us; if we fail to continue to secure large
contracts from existing, new or former clients, this could materially and adversely impact our
revenues, results of operations and financial condition, or cause fluctuations in our revenues,
which may make it difficult to predict our future results of operations.
   Our business is susceptible to fluctuations in the real estate market of China, which may
materially and adversely affect our revenues and results of operations.
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Our business may be materially and adversely affected by government measures affecting Chinas real
estate industry.
     
    
    Down payment for the first self-use housing unit purchased by a family
with a gross construction area of more than 90 square meters must be no less than
30% of the purchase price;
 
    
    The minimum down payment for the second housing unit purchased by a
family is increased from 40% to 50% and the loan interest rate must be no less than 110% of
benchmark lending interest rate;
 
    
    Down payment for the third or more housing unit purchased by any family
and the loan interest rate must be further increased significantly based on the
rate for the first and second housing units, as determined by commercial banks
based on their assessment of the risks; furthermore, in regions where commercial
housing unit prices are too high or have risen too fast or supply of housing units is
insufficient, commercial banks may suspend extending loans to families for their
purchases of the third or more housing unit;
 
    
    Commercial banks may suspend extending loans to individuals for their
purchase of housing units outside the region where they reside, if they cannot
furnish evidence of their payment of tax or social insurance premium for at least
one year locally in the region where the subject housing units are located;
 
    
    Local governments are allowed to limit the total number of housing
units one can purchase in certain period in light of the local
situation.
  We may not be able to successfully execute our growth strategy of expanding our client base and
increasing the average spending of our clients on our services, which could have a material adverse
effect on our results of operations and prospects.
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We may not be able to successfully execute our strategy of expanding into new geographical markets
in China, which may have a material adverse effect on our business, results of operations and
prospects.
  We are not likely to sustain the high growth rate we have experienced up to now; if we cannot
manage our growth effectively and efficiently, our results of operations and profitability could be
materially and adversely affected.
    The real estate information and consulting services sector in China is relatively new and rapidly
evolving. If our business model proves to be inappropriate or suboptimal or if new competitors
emerge to better serve the real estate industry, our business may be materially and adversely
affected.
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Our results of operations may fluctuate or otherwise be materially and adversely affected due to
seasonal variations and the project-by-project nature of some of our real estate consulting
services.
   Our business is sensitive to the current global economic crisis. A severe or prolonged downturn in
the global or Chinese economy could materially and adversely affect our business and our financial
condition.
  If we are not able to obtain and maintain accurate, comprehensive and reliable data in our CRIC
system, we could experience reduced demand for our services.
  Technical problems that affect our customers ability to access our services, or temporary or
permanent outages of our computers, software or telecommunications equipment, could lead to reduced
demand for our services, lower revenues and increased costs.
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We may not be able to achieve the benefits we expect from recent and future acquisitions and
business partnerships, which may have an adverse effect on our ability to manage our business
prospects.
  
    
    in September 2008, we acquired a 60% interest in Wushi Consolidated (Beijing)
Advertising Media Co. Ltd., or Wushi Advertising, a provider of real estate advertising
design services;
 
    
    in October 2008, we acquired Guangzhou Integrated Residential Building Industry
Facility Co., Ltd., or Guangzhou Integrated, a provider of real estate consulting and
training services;
 
    
    in July 2009, we acquired a 90% interest in Shenzhen Fangyou Software
Technology Co., Ltd., or Fangyou Software, a software company specializing in the
development of software management systems for real estate agencies and brokers;
 
    
    in October 2009, we acquired SINAs 66% equity interest in COHT concurrent with
our initial public offering and became the sole shareholder of COHT;
 
    
    in April 2010, we acquired 55% of the equity interests in Shanghai Dehu PR
Consulting Co., Ltd., a public relations consulting company, by subscribing for its
increased registered capital; and
 
    
    we have entered into agreements for acquisition of a 60% interest in Beijing
Advertising Age Lotte Co., Ltd. and 100% interest in Shanghai Xinsheng Enterprises
Development Consulting Co., Ltd.
  
    
    unidentified issues not discovered in our due diligence process, such as hidden
liabilities and legal contingencies;
 
    
    distraction of managements attention from normal business operations during
the acquisition and integration process;
 
    
    failure to effectively integrate acquired assets and talent into our business and culture;
 
    
    diversion of resources from our existing businesses and technologies; and
 
    
    failure to realize the synergies expected from the acquisitions or business partnerships.
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A decrease in demand for advertising services in general, and for our real estate advertising
services in particular, could materially and adversely affect our ability to generate advertising
revenues, which in turn could adversely affect our financial condition and results of operations.
  
    
    a decline in the number of their new development projects or temporary or
permanent halts to development projects in the cities in which we operate;
 
    
    a slowdown in the economy in the cities in which we operate;
 
    
    a decision to shift advertising budget to other available advertising media by our customers; and
 
    
    a decrease in advertising spending in general.
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Failure to enhance our brand recognition could have a material adverse effect on our business and
results of operations.
   We may face increased competition and, if we are unable to compete successfully, our financial
condition and results of operations may be harmed.
      Substantial defaults by our clients on accounts receivable could have a material adverse effect on
our business, results of operations and financial condition.
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If we fail to hire, train and retain qualified managerial and other employees, our business and
results of operations could be materially and adversely affected.
   Any failure to protect our brand, trademarks, software copyrights, trade secrets and other
intellectual property rights could have a negative impact on our business.
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Copyright infringement and other intellectual property claims against us may adversely affect our
business and our ability to operate our CRIC system.
   Failure to obtain or keep requisite licenses and permits for our business operations may subject us
to significant financial penalties and other government sanctions.
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Any natural or other disasters, including outbreaks of health epidemics and other extraordinary
events could severely disrupt our business operations.
   We do not have any business liability, disruption or litigation insurance, and any business
disruption or litigation we experience might result in our incurring substantial costs and
diversion of resources.
  Risks Related to Our Online Real Estate Business
 We have limited experience in operating a real estate Internet business as a stand-alone company.
We have relied and will continue to rely on our cooperation with SINA to a large extent. If we fail
to maintain our relationship with SINA in relation to our real estate Internet operations, our
business and results of operations could be materially and adversely affected.
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Any negative development in SINAs market position, harm to SINAs brand or SINAs operations, or
regulatory actions or legal proceedings affecting SINAs intellectual properties on which our real
estate Internet business relies, could materially and adversely affect our business and results of
operations due to our dependence on SINA for our Internet operations.
  If the online advertising market fails to grow as quickly as expected, or if we fail to implement
our growth strategies for our real estate Internet operations, our business will be materially and
adversely affected.
   Failure to maintain or expand the number and quality of property listings on our real estate
Internet websites could materially and adversely affect our business and results of operations.
  SINAs online real estate business had relied on a limited number of advertising agencies, which
may materially and adversely affect the results of operations and financial condition of our real
estate Internet business.
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If our real estate Internet business fails to compete successfully against its existing or future
competitors, our financial condition and results of operations may be materially and adversely
affected.
  Our acquisition of SINAs online real estate business may not yield the benefits we anticipate,
which could materially and adversely affect our business and results of operations.
  There may be risks inherent in our acquisition of SINAs online real estate business.
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If we fail to further expand the online advertising operation of our real estate Internet business
outside of Beijing, our growth of revenues, results of operations and business could be materially
and adversely affected.
  The operations of our real estate Internet business could be disrupted by unexpected network
interruptions caused by system failures, natural disasters or unauthorized tampering with the
systems.
   If any of our subsidiaries or consolidated affiliated entities operating our real estate Internet
business fails to obtain or maintain the applicable licenses and approvals required under the
complex regulatory environment for Internet-based businesses and advertising businesses in China,
our business, financial condition and results of operations could be materially and adversely
affected.
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We could face liability for information on our websites and for products and services sold over our
real estate Internet websites.
   Risks Related to Our Carve-out from E-House and Our Relationships with E-House
 We have limited experience operating as a stand-alone public company.
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Our financial information included in this annual report may not be representative of our financial
condition and results of operations if we had been operating as a stand-alone public company for
all periods presented.
  We may not be able to continue to receive the same level of support from E-House.
  Our agreements with E-House may be less favorable to us than similar agreements negotiated between
unaffiliated third parties. In particular, our non-competition agreement with E-House limits the
scope of business that we are allowed to conduct.
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Our marketing and promotion have benefited significantly from our association with E-House. Any
negative development in E-Houses market position or brand recognition may materially and adversely
affect our marketing efforts and the popularity of our brand.
  E-House will control the outcome of shareholder actions in our company.
   We may have conflicts of interest with E-House and, because of E-Houses controlling ownership
interest in our company, may not be able to resolve such conflicts on favorable terms for us.
  
    
    Indemnification arrangements with E-House.We have agreed to indemnify E-House
with respect to lawsuits and other matters relating to our real estate information and
consulting services business, including operations of that business when it was a
business unit of E-House. These indemnification arrangements could result in our having
interests that are adverse to those of E-House including, for example, different interests with
respect to settlement arrangements in a litigation matter. In addition, under these
arrangements, we have agreed to reimburse E-House for liabilities incurred (including
legal defense costs) in connection with any litigation, while E-House will be the party
prosecuting or defending the litigation.
 
    
    Non-competition arrangements with E-House.We and E-House have each agreed not
to compete with the core business of each other. E-House has agreed not to compete with
us in the business of providing real estate information and consulting services, real
estate advertising services, and operating business to business and business to
consumer Internet websites targeting participants in the real estate industry anywhere
in the world. We have agreed not to compete with E-House in primary real estate agency
services, secondary real estate brokerage services and any other businesses conducted
by E-House, except real estate information and consulting services and related support
services.
 
    
    Employee recruiting and retention.Because both E-House and we are based in
Shanghai, and engage in real estate services in China, we may compete with E-house in
the hiring of new employees, in particular with respect to real estate information and
research. We have a non-solicitation arrangement with E-House that would restrict
either E-House or us from hiring any of the others employees.
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
    
    Our board members or executive officers may have conflicts of interest.Mr. Xin
Zhou, our co-chairman and chief executive officer, is currently also serving as
E-Houses executive chairman. Some of our board members and executive officers also own shares or
options in E-House. E-House may continue to grant incentive share compensation to our
board members and executive officers from time to time. These relationships could
create, or appear to create, conflicts of interest when these persons are faced with
decisions with potentially different implications for E-House and us.
 
    
    Sale of shares in our company.E-House may decide to sell all or a portion of
our shares that it holds to a third party, including to one of our competitors, thereby
giving that third party substantial influence over our business and our affairs. Such a
sale could be contrary to the interests of certain of our shareholders, including our
employees or our public shareholders.
 
    
    Allocation of business opportunities.Business opportunities may arise that
both we and E-House find attractive, and which would complement our respective
businesses. E-House may decide to take the opportunities itself, which would prevent us
from taking advantage of the opportunity ourselves.
 
    
    Developing business relationships with E-Houses competitors.So long as
E-House remains as our controlling shareholder, we may be limited in our ability to do
business with its competitors, such as other real estate services companies in China.
This may limit our ability to market our services for the best interest of our company
and our other shareholders.
  Risks Related to Our Corporate Structure
 If the PRC government finds that the agreements with our consolidated affiliated entities that
establish the structure for operating our advertising services business and real estate Internet
business in China do not comply with applicable PRC governmental restrictions on foreign
investment, we could be subject to severe penalties.
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
    
    The ownership structures of Tian Zhuo and Beijing Leju are
in compliance with existing PRC laws and regulations;
 
    
    The contractual arrangements governed by PRC law between Shanghai CRIC and Tian
Zhuo and its shareholders establishing the corporate structure for
operating our PRC advertising services business are valid, binding and enforceable in
accordance with their terms based on the currently effective PRC laws and regulations,
and will not result in any violation of current PRC laws or regulations; and
 
    
    The contractual arrangements governed by PRC law among Shanghai SINA Leju,
Beijing Leju, Mr. Xudong Zhu and Mr. Jun Luo establishing the corporate
structure for operating our real estate Internet business are valid, binding and
enforceable in accordance with their terms based on the currently effective PRC laws
and regulations, and will not result in any violation of current PRC laws or
regulations.
    
    
    revoking the business and operating licenses of our PRC subsidiaries and affiliates;
 
    
    discontinuing or restricting our PRC subsidiaries and affiliates operations;
  22




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
    
    imposing fines or confiscating the income of our PRC subsidiaries or affiliates;
 
    
    imposing conditions or requirements with which we or our PRC subsidiaries and
affiliates may not be able to comply;
 
    
    requiring us or our PRC subsidiaries and affiliates to restructure the relevant
ownership structure or operations; or
 
    
    taking other regulatory or enforcement actions that could be harmful to our
business.
  We rely on contractual arrangements with Tian Zhuo, Beijing Leju and their
respective shareholders for a portion of our operations, which may not be as effective as direct
ownership in providing operational control.
   The shareholders of Tian Zhuo and Beijing Leju may have potential conflicts of
interest with us, which may materially and adversely affect our business and financial condition.
    23




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Contractual arrangements we have entered into or may enter into with Tian Zhuo and
Beijing Leju may be subject to scrutiny by the PRC tax authorities and a finding that we,
Tian Zhuo or Beijing Leju owe additional taxes could reduce our net income and
the value of your investment.
  Risks Related to Doing Business in China
 Adverse changes in economic and political policies of the PRC government could have a material and
adverse effect on overall economic growth in China, which could adversely affect our business.
    24




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Uncertainties with respect to the Chinese legal system could adversely affect us.
  PRC governmental restrictions on currency conversion may limit our ability to utilize our revenues
and funds effectively and the ability of our PRC subsidiaries and consolidated affiliated entities
to obtain financing.
   Fluctuation in the value of the RMB may have a material adverse effect on your investment.
    25




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PRC regulations relating to the establishment of offshore special purpose companies by PRC
residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or
penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC
subsidiaries ability to increase their registered capital or distribute profits to us, or may
otherwise adversely affect us.
    Failure to comply with PRC regulations regarding the registration requirements for employee stock
ownership plans or share option plans may subject the PRC plan participants or us to fines and
other legal or administrative sanctions.
   26




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PRC regulations relating to foreign acquisitions may subject us to requisite approval by the
Ministry of Commerce, and the failure to obtain such approval could have a material and adverse
effect on our business, operating results, reputation and trading price of our ADSs.
     Failure to comply with PRC laws and regulations relating to the advertising industry may subject us
to fines and legal or administrative sanctions, government actions and civil claims, or otherwise
adversely affect our operation.
   27




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Our holding company relies principally on dividends and other distributions on equity paid by our
PRC subsidiaries to fund any cash and financing requirements it may have, and any limitation on the
ability of our PRC subsidiaries to make payments to our holding company could have a material
adverse effect on its ability to fund our operations, make investments or acquisitions, or pay
dividends
  PRC regulation of loans and direct investment by offshore holding companies to PRC entities may
delay or prevent us from making loans or additional capital contributions to our PRC operating
subsidiaries.
   The discontinuation of any of the preferential tax treatments currently available to us in the PRC
or imposition of any additional PRC taxes on us could adversely affect our financial condition and
results of operations.
    28




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Our business benefits from tax-related government incentives and discretionary policies. Expiration
of, or changes to, these incentives or policies could have a material adverse effect on our
operating results.
  Dividends payable to us by our PRC subsidiaries may be subject to PRC withholding taxes, we may be
subject to PRC taxation on our worldwide income, and dividends distributed to our non-PRC investors
may be subject to PRC withholding taxes under the PRC Enterprise Income Tax Law.
    29




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Risks Related to Our ADSs
 The market price for our ADSs has been and may continue to be volatile.
  
    
    actual or anticipated fluctuations in our quarterly operating results;
 
    
    changes in financial estimates by securities research analysts;
 
    
    conditions in the real estate and/or advertising industries in China;
  30




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
    
    changes in the economic performance or market valuations of other real estate services companies;
 
    
    announcements by us or our competitors of new products, acquisitions, strategic
partnerships, joint ventures or capital commitments;
 
    
    addition or departure of key personnel;
 
    
    fluctuations of exchange rates between the RMB and U.S. dollar or other foreign currencies;
 
    
    sales or repurchases of our ADSs or ordinary shares; and
 
    
    general economic or political conditions in China.
  We may need additional capital, and the sale of additional ADSs or other equity securities could
result in dilution to our shareholders.
  Substantial future sales of our ADSs in the public market, or the perception that these sales could
occur, could cause the price of our ADSs to decline.
   We are a controlled company within the meaning of the NASDAQ Stock Market Rules and, as a result,
we are exempted from certain corporate governance requirements that provide protection to
shareholders of other companies.
   31




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You may not have the same voting rights as the holders of our ordinary shares and may not receive
voting materials in time to be able to exercise your right to vote.
  You may not be able to participate in rights offerings and may experience dilution of your holdings
as a result.
  You may be subject to limitations on transfer of your ADSs.
  You may face difficulties in protecting your interests, and your ability to protect your rights
through the U.S. federal courts may be limited, because we are incorporated under Cayman Islands
law, conduct substantially all of our operations in China and all of our officers reside outside
the United States.
    32




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ITEM 4. INFORMATION ON THE COMPANY
 History and Development of the Company
           33




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Business Overview
 Overview
        34




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Our CRIC System
  
    
    data on developments in 75 cities across China, consisting of data on
over 37,400 residential developments, over 5,100 office buildings, over 5,900
commercial developments and over 39,700 parcels of land for development;
 
    
    over 15,400 research reports written by our own research staff and by
the researchers at the E-House Research and Training Institute;
 
    
    over 40 categories of statistics for China and each of 75 cities across China; and
 
    
    over 32,500 real estate-related news articles.
 Structure and Functionality
  Data on Specific Developments or Parcels of Land.
 
    
    Detailed information about the development itself.Depending on the
nature of the development as residential, office or commercial, this type of
information may cover the developments location, including street address, names
of the roads surrounding it, and marking on a two-dimensional digital map, number
and type of buildings in the development, total construction area, property
developer, sales agents, property manager, monthly management fee, construction
start date, sale start date, average selling or rental price per square meter,
construction materials, plot ratio, percentage of green space, number of parking
spaces, key equipment used in the building, key tenants, and other information.
 
    
    Primary sales information.For residential developments and some
office and commercial developments, our database contains transaction information
on the initial sales of the units in a development. Such information generally
includes total gross floor area sold, number of units sold, average selling price
per square meter, transaction dates and prices of individual units and total
transaction value on a monthly basis during the primary sales period.
 
    
    Photographs.Depending on the nature of the development, the database
generally contains photographs of the development, model units, public space inside
and outside a building, and the surrounding areas. For some residential
developments, there are also scanned images of floor plans of the units within the
building. In addition, we have satellite images for each city covered by our
database.
 
    
    Advertising spending.For many developments, the database includes
data on the developers advertising spending in connection with the marketing of
the projects, including statistics on spending on print, television and outdoor
media advertising.
 
    
    Surrounding areas.The database also allows users to search for other
real estate developments, land for development and certain facilities, such as mass
transit stations, retail establishments, hospitals and schools, in the surrounding
area of a development.
   35




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Research Reports.
 Statistics.
 News.
 Data Collection
    Quality Controls and Data Updating
   36




---



##### Table of Contents



System Protection
  Our Services
  Real Estate Information Services
  Data Subscription Services.
   37




---



##### Table of Contents



Data Integration Services.
  Real Estate Consulting Services
  Land Acquisition Consulting.
 Real Estate Development Consulting.
 Marketing Consulting.
  38




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Comprehensive Solution Consulting.
 Real Estate Advertising Services
   Online Real Estate Business Acquired from SINA
 History
       39




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##### Table of Contents



Online Real Estate Business Acquired from SINA
   Real Estate Websites
 house.sina.com.cn jiaju.sina.com.cn, www.leju.com house.sina.com.cn jiaju.sina.com.cn www.leju.com house.sina.com.cn jiaju.sina.com.cn www.sina.com.cn
  Services and Features for Users
    40




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41




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Our Other Online Real Estate Business
  dichan.sina.com.cn www.dichan.com
 fangyou.sina.com.cn www.fangyou.com. www.fangyou.com
 business.dichan.com. www.winfang.com dichan.sina.com.cn
 Clients
   42




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Sales and Marketing
   43




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
    
    encouraging our real estate research professionals, especially those
who are recognized industry experts, to gain positive media exposure by speaking
with the media on real estate-related issues within their expertise, which we
believe is a cost-effective way to generate positive coverage of our company and
our services;
 
    
    participating in real estate industry forums, conferences and other
events;
 
    
    organizing seminars and workshops, in conjunction with the E-House
Research and Training Institute, for real estate developers and other participants
in the real estate industry; and
 
    
    client referrals.
  Seasonality
  Competition
  soufun.com
 
    
    quality and depth of the underlying database, including the accuracy
and timeliness of the data, breadth of geographic coverage, its ease of use,
flexibility and functionality, and services offered;
 
    
    industry expertise and reputation of the research and consulting professionals;
 
    
    quality and breadth of the services offered;
  44




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
    
    client service and support;
 
    
    brand recognition; and
 
    
    overall client experience.
    
    
    other general Internet portals, such as Sohu.com, that offer competing
real estate-related content and that compete for online real estate advertising
spending;
 
    
    vertically-integrated real estate Internet portals such as Soufun.com;
 
    
    specialized websites focusing on real estate agents, brokers, suppliers and service providers;
 
    
    local websites focusing on the real estate market in single cities;
 
    
    traditional advertising media such as general purpose newspapers,
magazines, television and outdoor advertising that compete for overall advertising
spending; and
 
    
    specialized media such as real estate magazines and newspapers that
focus on, or have sections on, real estate-related products and services.
  Employees and Training
  Number ofFunctional Area
    
    Employees
    
    
    % of TotalData collection
    
    
    247
    
    
    
    12.9Real estate research
    
    
    282
    
    
    
    14.8Sales and customer support
    
    
    281
    
    
    
    14.7Consulting
    
    
    157
    
    
    
    8.2Advertising services
    
    
    204
    
    
    
    10.7Online services
    
    
    507
    
    
    
    26.6Information technology
    
    
    43
    
    
    
    2.3General and administrative
    
    
    186
    
    
    
    9.8Total
    
    
    1,907
    
    
    
    100.0
  45




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Facilities
  Legal Proceedings
  Regulation
 Regulation of Real Estate Services Industry
  Establishment and Operation of Real Estate Consulting Services Companies
   Foreign Investments in the Real Estate Consulting Business
   46




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Regulations on Internet Information Services
     Foreign Investments in Internet Information Services
    47




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
    
    The ownership structure of Beijing Leju is in compliance with existing PRC laws
and regulations; and
 
    
    The contractual arrangements governed by PRC law among Shanghai SINA Leju, Beijing
Leju, Mr. Xudong Zhu and Mr. Jun Luo, which establish the corporate structure for
operating our real estate Internet business, are valid, binding and enforceable in
accordance with their terms based on currently effective PRC laws and regulations and will
not result in any violation of current PRC laws or regulations.
  Information Security and Confidentiality of User Information
    Certain Licenses and Approvals Required for Internet-Based Businesses
  Internet Publishing
   48




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Online News Publishing
  Electronic Bulletin Board Services
  Online Transmission of Audio-Visual Programs
   Regulations on Advertising Services
 Foreign Investments in Advertising
   49




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##### Table of Contents




    
    The ownership structure of Tian Zhuo is in compliance with existing PRC
laws and regulations;
 
    
    The contractual arrangements governed by PRC law between Shanghai CRIC and Tian Zhuo
and its shareholders establishing the corporate structure for operating our PRC
advertising services business are valid, binding and enforceable in accordance with their
terms based on currently effective PRC laws and regulations, and will not result in any
violation of current PRC laws or regulations; and
 
    
    The contractual arrangements governed by PRC law among Shanghai SINA Leju, Beijing
Leju, Mr. Xudong Zhu and Mr. Jun Luo, which establish the corporate structure for
operating our real estate Internet business, are valid, binding and enforceable in
accordance with their terms based on the currently effective PRC laws and regulations, and
will not result in any violation of current PRC laws or regulations.
   Advertising Services
   50




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Advertising Content
  Operational Matters of the Advertising Business
  Regulations on Software Development Activities
  Regulations on Intellectual Property Rights
 Trademarks
   51




---



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Copyrights
  Trade Secrets
  Regulations on Foreign Currency Exchange
     52




---



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Regulations on Loans to and Direct Investment in PRC Entities by Offshore Holding Companies
    Regulations on Foreign Exchange Registration of Offshore Investment by PRC Residents
  Regulations on Employee Share Options
   53




---



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Regulations on Dividend Distributions
   54




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Organizational Structure
  
 
 (1)
    
    Prior to the completion of acquisition of SINAs online real estate business, we and SINA
held 34% and 66% equity interests in COHT, respectively. Pursuant to a share purchase
agreement we entered into with SINA on July 23, 2009 and amended on September 29, 2009, we
acquired SINAs 66% equity interest in COHT and became the 100% shareholder of COHT on October
21, 2009.(2)
    
    Shanghai CRIC also wholly owns Wuhan CRIC Information Technology Co., Ltd. and Chengdu CRIC
Information Technology Co., Ltd., which are not illustrated in this diagram.(3)
    
    Tian Zhuo is a consolidated affiliated entity established in China in 2008 and is
90% owned by Mr. Xin Zhou, who is also our co-chairman and chief executive officer and the
executive chairman of E-House, and 10% owned by Mr. Xudong Zhu, our director. We effectively
control Tian Zhuo through contractual arrangements. See Item 7. Major
Shareholders and Related Party TransactionsContractual Arrangements with Tian Zhuo.  55




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Property, Plants and Equipment
  
 ITEM 4A. UNRESOLVED STAFF COMMENTS
  
 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
  Operating Results
 Overview
        56




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Factors Affecting Our Results of Operations
  
    
    changes in governmental policies and laws affecting real estate and real estate financing;
 
    
    economic growth and development across different regions of China;
 
    
    supply of and demand for housing and other types of property in local markets;
 
    
    government policies on online advertising;
 
    
    the perceived effectiveness of online advertising as compared to advertising in
more traditional media;
 
    
    entry barriers and competition from other real estate services companies; and
 
    
    increases in operating costs and expenses due to inflation and other factors.
  Revenues.
 Real Estate Information and Consulting Services.
  57




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58




---



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Real Estate Advertising Services.
  Online Real Estate Services.
  Cost of Revenues.
  59




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Selling, General and Administrative Expenses.
 Share-Based Compensation Expenses.
  Number of Restricted Shares/OrdinaryGrant Date
    
    Shares Underlying Options Granted
    
    
    Exercise PriceJanuary 1, 2009
    
    
    5,364,914
    (1) (2)
    
    $
    3.00July 15, 2009
    
    
    1,039,000
    (3)
    
    $
    6.00July 30, 2009
    
    
    300,000
    
    
    $
    6.00September 24, 2009
    
    
    1,284,500
    
    
    $
    8.00
 
 (1)
    
    Options to purchase 756,000 ordinary shares granted on January 1, 2009 were later modified on
July 15, 2009. The number of these options was reduced to 251,500 and the vesting schedule was
shortened to one to two year from two to four year subsequent to the original grant date.(2)
    
    250,000 of these options were surrendered for cancellation on July 30, 2009, in exchange for
the same number of restricted shares having the same vesting schedule and a purchase price equal to
the original option exercise price.(3)
    
    50,000 of these options were surrendered for cancellation on July 30, 2009, in exchange for the
same number of restricted shares having the same vesting schedule and a purchase price equal to the
original option exercise price.   60




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
    
    the nature of our business and the contracts and agreements relating to our
business;
 
    
    the global economic outlook in general and the specific economic and
competitive elements affecting our business;
 
    
    the nature and prospects of the real estate service industry in China;
 
    
    the growth of our operations; and
 
    
    our business risks.
   
    
    weighted average costs of capital of 21.41%, 18% and 18% were used for options
granted on January 1, July 15 and July 30, 2009, respectively. This was the combined
result of the changes in risk-free rate and industry average beta and the decrease in
our company-specific risks; and
 
    
    discount for lack of marketability of 22.18%, 11.95% and 9.47% was used for
options granted on January 1, July 15 and July 30, 2009, respectively. This took into
consideration our then pending initial public offering.
     61




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Other Income
 Taxation
      Critical Accounting Policies
   62




---



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Revenue Recognition
        63




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Share-based Compensation
   Goodwill Valuation
    Income Taxes
   64




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Results of Operations
  For the Year Ended December 31,2007
    
    
    2008
    
    
    2009(in thousands of $)Total revenues
    
    
    8,195
    
    
    
    50,049
    
    
    
    95,654Cost of revenues
    
    
    (895
    )
    
    
    (2,897
    )
    
    
    (12,810
    )Selling, general and administrative expenses
    
    
    (4,985
    )
    
    
    (19,820
    )
    
    
    (48,049
    )Gain from settlement of preexisting relationship
    
    
    
    
    
    
    
    
    
    
    2,101Income from operations
    
    
    2,315
    
    
    
    27,332
    
    
    
    36,896Interest income
    
    
    193
    
    
    
    420
    
    
    
    279Other income, net
    
    
    (157
    )
    
    
    (1,341
    )
    
    
    2,725Income before taxes and equity in affiliates
    
    
    2,351
    
    
    
    26,411
    
    
    
    39,900Income tax expense
    
    
    (285
    )
    
    
    (4,721
    )
    
    
    (6,307
    )Income before equity in affiliates
    
    
    2,066
    
    
    
    21,690
    
    
    
    33,593Income from equity in affiliates
    
    
    
    
    
    
    154
    
    
    
    22016Net income
    
    
    2,066
    
    
    
    21,844
    
    
    
    55,609Net (income) loss attributable to non-controlling interest
    
    
    
    
    
    
    318
    
    
    
    (7
    )Net income attributable to CRIC shareholders
    
    
    2,066
    
    
    
    22,162
    
    
    
    55,602
 Segment Information
  Real EstateInformationand
    
    
    Real Estate
    
    
    Online RealConsulting
    
    
    Advertising
    
    
    EstateServices
    
    
    Services
    
    
    Services
    
    
    Non-Segment
    
    
    Segment
    
    
    Segment
    
    
    allocated
    
    
    Total(in thousands of $)Year Ended December 31, 2009 Segment
InformationRevenues from external customers
    
    
    68,045
    
    
    
    13,779
    
    
    
    13,830
    
    
    
    
    
    
    
    95,654Cost of revenues
    
    
    (1,866
    )
    
    
    (6,014
    )
    
    
    (4,930
    )
    
    
    
    
    
    
    (12,810
    )Selling, general and administrative expenses
    
    
    (22,723
    )
    
    
    (5,691
    )
    
    
    (11,360
    )
    
    
    (8,275
    )
    
    
    (48,049
    )Gain from settlement of preexisting
relationship
    
    
    2,101
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,101Income (loss) from operations
    
    
    45,557
    
    
    
    2,074
    
    
    
    (2,460
    )
    
    
    (8,275
    )
    
    
    36,896Interest income
    
    
    166
    
    
    
    28
    
    
    
    24
    
    
    
    61
    
    
    
    279Other income, net
    
    
    2,481
    
    
    
    
    
    
    
    6
    
    
    
    238
    
    
    
    2,725Income (loss) before taxes and equity in
affiliates
    
    
    48,204
    
    
    
    2,102
    
    
    
    (2,430
    )
    
    
    (7,976
    )
    
    
    39,900Income tax benefit (expense)
    
    
    (6,710
    )
    
    
    (554
    )
    
    
    957
    
    
    
    
    
    
    
    (6,307
    )Income (loss) before equity in affiliates
    
    
    41,494
    
    
    
    1,548
    
    
    
    (1,473
    )
    
    
    (7,976
    )
    
    
    33,593Income from equity in affiliates
    
    
    
    
    
    
    
    
    
    
    22,016
    
    
    
    
    
    
    
    22,016Net income (loss)
    
    
    41,494
    
    
    
    1,548
    
    
    
    20,543
    
    
    
    (7,976
    )
    
    
    55,609
  65




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Real EstateInformationand
    
    
    Real EstateConsulting
    
    
    AdvertisingServices
    
    
    Services
    
    
    Non-Segment
    
    
    Segment
    
    
    allocated
    
    
    Total(in thousands of $)Year Ended December 31, 2008 Segment
InformationRevenues from external customers
    
    
    49,116
    
    
    
    933
    
    
    
    
    
    
    
    50,049Cost of revenues
    
    
    (2,855
    )
    
    
    (42
    )
    
    
    
    
    
    
    (2,897
    )Selling, general and administrative expenses
    
    
    (13,777
    )
    
    
    (1,866
    )
    
    
    (4,178
    )
    
    
    (19,821
    )Income (loss) from operations
    
    
    32,484
    
    
    
    (975
    )
    
    
    (4,178
    )
    
    
    27,331Interest income
    
    
    416
    
    
    
    4
    
    
    
    1
    
    
    
    421Foreign exchange loss
    
    
    (1,324
    )
    
    
    
    
    
    
    (17
    )
    
    
    (1,341
    )Income (loss) before taxes and equity in
affiliates
    
    
    31,576
    
    
    
    (971
    )
    
    
    (4,194
    )
    
    
    26,411Income tax benefit (expense)
    
    
    (4,918
    )
    
    
    197
    
    
    
    
    
    
    
    (4,721
    )Income (loss) before equity in affiliates
    
    
    26,658
    
    
    
    (774
    )
    
    
    (4,194
    )
    
    
    21,690Income from equity in affiliates
    
    
    
    
    
    
    
    
    
    
    154
    
    
    
    154Net income (loss)
    
    
    26,658
    
    
    
    (774
    )
    
    
    (4,040
    )
    
    
    21,844
 Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
 Revenues.
    Cost of Revenues.
  66




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Selling, General and Administrative Expenses.
 Gain from Settlement of Pre-existing Relationship
 Other Income.
 Income Tax Expense.
 Income from Equity in Affiliates
 Net Income (Loss) Attributable to Non-controlling Interest.
 Net Income Attributable to CRIC Shareholders.
 Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
 Revenues.
  67




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Cost of Revenues.
 Selling, General and Administrative Expenses.
 Foreign Exchange Loss.
 Income Tax Expense.
 Income from Equity in Affiliates.
 Net Income (Loss) Attributable to Non-controlling Interest.
 Net Income Attributable to CRIC.
 Liquidity and Capital Resources
   68




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For the Year Ended December 31,2007
    
    
    2008
    
    
    2009(in thousands of $)Net cash provided by (used in) operating activities
    
    
    (1,230
    )
    
    
    (3,246
    )
    
    
    57,013Net cash provided by (used in) investing activities
    
    
    596
    
    
    
    (12,201
    )
    
    
    4,133Net cash provided by financing activities
    
    
    25,000
    
    
    
    14,097
    
    
    
    223,970Net increase (decrease) in cash and cash equivalents
    
    
    24,952
    
    
    
    (620
    )
    
    
    285,276Cash and cash equivalents at the beginning of the year
    
    
    1,459
    
    
    
    26,411
    
    
    
    25,791Cash and cash equivalents at the end of the year
    
    
    26,411
    
    
    
    25,791
    
    
    
    311,067
 Operating Activities
     Investing Activities
    69




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##### Table of Contents



Financing Activities
  Research and Development, Patents and Licenses, etc.
 Research and Development
   Intellectual Property
  
  70




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##### Table of Contents



www.leju.com
  Trend Information
  Off-Balance Sheet Arrangements
  Tabular Disclosure of Contractual Obligations
  Payments Due by PeriodMore thanTotal
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years(in thousands of $)Operating lease Obligations
    
    
    11,605
    
    
    
    2,510
    
    
    
    2,664
    
    
    
    1,022
    
    
    
    5,409
  Safe Harbor
  
    
    our growth strategies;
 
    
    our business partnership with SINA and the expected synergies and benefits from
our integration of our online real estate business acquired from SINA;
  71




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##### Table of Contents




    
    our future business development, results of operations and financial condition;
 
    
    our ongoing relationships with E-House and SINA;
 
    
    expected changes in our revenues and certain cost or expense items;
 
    
    our ability to attract clients and further enhance our brand recognition; and
 
    
    trends and competition in the real estate services, Internet and online advertising industries.
  
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 Directors and Senior Management
  Name
    
    Age
    
    Position/TitleXin Zhou
    
    
    42
    
    
    Co-Chairman of the Board of Directors and Chief Executive OfficerCharles Chao
    
    
    44
    
    
    Co-Chairman of the Board of DirectorsNeil Nanpeng Shen
    
    
    42
    
    
    DirectorXudong Zhu
    
    
    42
    
    
    DirectorHong Du
    
    
    38
    
    
    DirectorFan Bao
    
    
    39
    
    
    Independent DirectorDavid Zhang
    
    
    36
    
    
    Independent DirectorYa-Qin Zhang
    
    
    44
    
    
    Independent DirectorBin Laurence
    
    
    42
    
    
    Chief Financial OfficerZuyu Ding
    
    
    36
    
    
    Co-PresidentJun Luo
    
    
    42
    
    
    Co-PresidentYan Zhang
    
    
    36
    
    
    Vice PresidentZhongmin Jin
    
    
    35
    
    
    Vice President and Technology Director
 Mr. Xin Zhou
  72




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##### Table of Contents



Mr. Charles Chao
 Mr. Neil Nanpeng Shen
 Mr. Xudong Zhu
 Ms. Hong Du
 Mr. Fan Bao
 Mr.
David Zhang
  73




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##### Table of Contents



Mr. Ya-Qin Zhang
 Ms. Bin Laurence
 Mr. Zuyu Ding has
 Mr. Jun Luo
 Ms. Yan Zhang
 Mr. Zhongmin Jin
  74




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##### Table of Contents



Employment Agreements
   Compensation of Directors and Executive Officers
   Share Incentive Plan
 Share Incentive Plan.
 Plan Administration.
 Award Agreements.
 Eligibility.
  75




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##### Table of Contents



Acceleration of Awards upon Corporate Transactions.
 Term of the Options.
 Vesting Schedule.
 Transfer Restrictions.
 Termination of the Plan.
  OrdinaryShares
    
    
    ExerciseUnderlying
    
    
    Price
    
    
    
    
    
    
    VestingName
    
    Options
    
    
    ($/Share)
    
    
    Date of Grant
    
    Date of Expiration
    
    Schedule(1)Xin Zhou
    
    
    1,250,000
    
    
    
    3.00
    
    
    January 1, 2009
    
    December 31, 2018
    
    4 years500,000
    
    
    
    0.65
    
    
    April 23, 2009
    
    April 22, 2015
    
    4 yearsCharles Chao
    
    
    500,000
    
    
    
    8.00
    
    
    September 24, 2009
    
    September 23, 2019
    
    4 yearsNeil Nanpeng Shen
    
    
    40,000
    
    
    
    8.00
    
    
    September 24, 2009
    
    September 23, 2019
    
    3 yearsXudong Zhu
    
    
    25,000
    
    
    
    3.00
    
    
    January 1, 2009
    
    December 31, 2018
    
    3 years500,000
    
    
    
    6.00
    
    
    July 15, 2009
    
    July 14, 2019
    
    4 yearsHong Du
    
    
    200,000
    
    
    
    0.65
    
    
    April 23, 2009
    
    April 22, 2015
    
    4 yearsFan Bao
    
    
    60,000
    
    
    
    8.00
    
    
    September 24, 2009
    
    September 23, 2019
    
    3 yearsDavid Zhang
    
    
    40,000
    
    
    
    8.00
    
    
    September 24, 2009
    
    September 23, 2019
    
    3 yearsYa-Qin Zhang
    
    
    40,000
    
    
    
    8.00
    
    
    September 24, 2009
    
    September 23, 2019
    
    3 yearsBin Laurence
    
    
    300,000
    
    
    
    6.00
    
    
    July 30, 2009
    
    July 29, 2019
    
    4 yearsZuyu Ding
    
    
    1,000,000
    
    
    
    3.00
    
    
    January 1, 2009
    
    December 31, 2018
    
    4 yearsJun Luo
    
    
    50,000
    
    
    
    3.00
    
    
    January 1, 2009
    
    December 31, 2018
    
    4 years1,000,000
    
    
    
    0.64
    
    
    September 6, 2008
    
    September 5, 2014
    
    4 yearsYan Zhang
    
    
    225,000
    
    
    
    3.00
    
    
    January 1, 2009
    
    December 31, 2018
    
    4 yearsZhongmin Jin
    
    
    225,000
    
    
    
    3.00
    
    
    January 1, 2009
    
    December 31, 2018
    
    4 yearsOther individuals as a group
    
    
    5,629,294
    (2)
    
    
    0.64 ~8.00
    
    
    September 6, 2008~September 24, 2009
    
    September 5, 2014 ~September 23, 2019
    
    1  4 years
 
 (1)
    
    Most of our options are subject to a four-year vesting schedule, with one-fourth of the
underlying ordinary shares vesting on each of the first, second, third and fourth anniversary
of the grant date.(2)
    
    On July 30, 2009, options to purchase 250,000 ordinary shares granted on January 1, 2009 and
options to purchase 50,000 ordinary shares granted on July 15, 2009 were surrendered for
cancellation in exchange for the same number of restricted shares having the same vesting
schedule and a purchase price equal to the original option exercise price.  76




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Board Practices
   Committees of the Board of Directors
  Audit Committee
  
    
    appointing the independent auditors and pre-approving all audit and
non-audit services permitted to be performed by the independent auditors;
 
    
    reviewing with the independent auditors any audit problems or
difficulties and managements response;
 
    
    reviewing and approving all proposed related party transactions, as
defined under applicable U.S. securities laws and regulations;
 
    
    reviewing and discussing the annual audited financial statements with
management and the independent auditors;
  77




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
    
    reviewing major issues as to the adequacy of our internal controls and
any special audit steps adopted in light of material control deficiencies; and
 
    
    meeting separately and periodically with management and the independent
auditors.
  Compensation Committee
  
    
    reviewing at least annually the goals and objectives of our executive
compensation plans and our executive compensation plans in light of such goals and
objectives;
 
    
    evaluating annually the performance of the chief executive officer and
other executive officers in light of the goals and objectives of our executive
compensation plans;
 
    
    determining and approving, or recommending to the board for its
approval, the compensation of such executive officers; and
 
    
    evaluating annually the appropriate level of compensation for the board
and committee service by non-employee directors.
  Duties of Directors
  Terms of Directors and Officers
    78




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##### Table of Contents



Employees
  Number ofFunctional Area
    
    Employees
    
    
    % of TotalData collection
    
    
    247
    
    
    
    12.9Real estate research
    
    
    282
    
    
    
    14.8Sales and customer support
    
    
    281
    
    
    
    14.7Consulting
    
    
    157
    
    
    
    8.2Advertising services
    
    
    204
    
    
    
    10.7Online services
    
    
    507
    
    
    
    26.6Information technology
    
    
    43
    
    
    
    2.3General and administrative
    
    
    186
    
    
    
    9.8Total
    
    
    1,907
    
    
    
    100.0
  Share Ownership
  
    
    each of our directors and executive officers; and
 
    
    each person known to us to own beneficially more than 5% of our ordinary shares.
  Shares Beneficially OwnedOrdinaryNumber(1)
    
    
    %(2)Directors and Executive Officers:Xin Zhou
    
    
    2,037,500
    
    
    
    1.42Charles Chao
    
    
    
    
    
    
    Neil Nanpeng Shen
    
    
    
    
    
    
    Xudong Zhu
    
    
    *
    
    
    
    *Hong Du
    
    
    *
    
    
    
    *Fan Bao
    
    
    
    
    
    
    David Zhang
    
    
    
    
    
    
    Ya-Qin Zhang
    
    
    
    
    
    
    Bin Laurence
    
    
    
    
    
    
    Zuyu Ding
    
    
    *
    
    
    
    *Jun Luo
    
    
    *
    
    
    
    *Yan Zhang
    
    
    *
    
    
    
    *Zhongmin Jin
    
    
    *
    
    
    
    *All Directors and Executive Officers as a Group
    
    
    2,866,664
    
    
    
    1.99Principal Shareholders:E-House (China) Holdings Limited(3)
    
    
    74,555,555
    
    
    
    52.14SINA Corporation(4)
    
    
    47,666,667
    
    
    
    33.34
 
 *
    
    Beneficially owns less than 1% of our ordinary shares.  79




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##### Table of Contents



(1)
    
    Beneficial ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to the securities.(2)
    
    For each person and group included in this table, percentage of beneficial ownership is
calculated by dividing the number of shares beneficially owned by such person or group by the
sum of the number of ordinary shares outstanding and the number of ordinary shares underlying
share options held by such person or group that are exercisable within 60 days after March 31,
2010.(3)
    
    E-House (China) Holdings Limited is a company incorporated in the Cayman Islands, and its
business address is 17/F, Merchandise Harvest Building (East), No. 333 North Chengdu Road,
Shanghai 200041, Peoples Republic of China.(4)
    
    SINA Corporation is a company incorporated in Cayman Islands, and its business address is
Room 1802, United Plaza, 1468 Nan Jing Road West, Shanghai 200040, Peoples Republic of China.    
 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 Major Shareholders
  Related Party Transactions
  Transactions with E-House
    80




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Outstanding Loans
    Agreements with E-House
  Master Transaction Agreement
    81




---



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Offshore Transitional Services Agreement
  
    
    general finance and accounting support;
 
    
    human resources management support;
 
    
    administrative support;
 
    
    internal control and internal audit support;
 
    
    operational management support;
 
    
    legal support; and
 
    
    information technology support.
    82




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Onshore Transitional Services Agreement
     Non-competition Agreement
   83




---



##### Table of Contents



Consulting and Services Agreement
    Onshore Cooperation Agreement
   84




---



##### Table of Contents



Transactions and Agreements with SINA and COHT
    Shareholders Agreement
 Composition of the board.
 Restrictions on transfer.
  85




---



##### Table of Contents



Registration Rights Agreement
  Demand registration rights.
 Piggyback registration rights
 Blackout periods
 Expenses of registration
 Amended and Restated Advertising Agency Agreement
   86




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##### Table of Contents



Domain Name and Content License Agreement
 house.sina.com.cn jiaju.sina.com.cn
 Trademark License Agreement
 www.leju.com house.sina.com.cn jiaju.sina.com.cn
 Software License and Support Services Agreement
   Contractual Arrangements with Tian Zhuo
   87




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##### Table of Contents



Agreements that Provide Effective Control over Tian Zhuo
 Equity Pledge Agreement
 Exclusive Call Option Agreement
 Loan Agreements
  Shareholder Voting Rights Proxy Agreement
 Contractual Arrangements with Beijing Leju
   88




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##### Table of Contents



Agreements that Provide Effective Control over Beijing Leju
 Exclusive
Call Option Agreement
 Loan Agreement
 Shareholder Voting Rights Proxy Agreement
 Equity Pledge Agreement
 Transactions with Certain Related Customers and Suppliers, Shareholders, Directors and Affiliates
 Transactions with Related Customers and Suppliers
  Transactions with Management
   89




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##### Table of Contents



Share Options
  Interests of Experts and Counsel
  
 ITEM 8. FINANCIAL INFORMATION
 Consolidated Statements and Other Financial Information
  Legal Proceedings
  Dividend Policy
    Significant Changes
   90




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##### Table of Contents



ITEM 9. THE OFFER AND LISTING
 Offering and Listing Details
    Sales Price ($)High
    
    
    Low2009
    
    October
    
    
    17.15
    
    
    
    12.052009
    
    November
    
    
    15.85
    
    
    
    11.022009
    
    December
    
    
    13.90
    
    
    
    9.662010
    
    January
    
    
    11.27
    
    
    
    8.032010
    
    February
    
    
    9.76
    
    
    
    8.312010
    
    March
    
    
    10.35
    
    
    
    9.382010
    
    April (through April 22)
    
    
    10.46
    
    
    
    8.30
 Plan of Distribution
  Markets
  Selling Shareholders
  Dilution
  Expenses of the Issue
  
 ITEM 10. ADDITIONAL INFORMATION
 Share Capital
  Memorandum and Articles of Association
  Material Contracts
   91




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##### Table of Contents



Exchange Controls
  Taxation
  Cayman Islands Taxation
  Peoples Republic of China Taxation
  United States Federal Income Taxation
   92




---



##### Table of Contents



General
    Passive Foreign Investment Company Considerations
     Dividends
   93




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##### Table of Contents



Sale or Other Disposition of ADSs or Ordinary Shares
  Passive Foreign Investment Company Rules
  
    
    excess distribution or gain will be allocated ratably over the U.S.
Holders holding period for the ADSs or ordinary shares;
 
    
    amount allocated to the current taxable year and any taxable year prior
to the first taxable year in which we are classified as a PFIC (a pre-PFIC year)
will be taxable as ordinary income;
 
    
    amount allocated to each prior taxable year, other than the current
taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in
effect applicable to you for that year; and
 
    
    interest charge generally applicable to underpayments of tax will be
imposed on the tax attributable to each prior taxable year, other than the current
taxable year or a pre-PFIC year.
  94




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##### Table of Contents



pro rata
  Information Reporting
  Dividends and Paying Agents
  Statement by Experts
   95




---



##### Table of Contents



Documents on Display
       Subsidiary Information
  
 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
  Foreign Exchange Risk
   96




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##### Table of Contents



Inflation
  
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 Debt Securities
  Warrants and Rights
  Other Securities
  American Depositary Shares
 Fees and Charges Our ADS holders May Have to Pay
   97




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##### Table of Contents




    
    a fee of $1.50 per ADS or ADSs for transfers of certificated or direct registration ADSs;
 
    
    a fee of up to $0.05 per ADS for any cash distribution made pursuant to the deposit agreement;
 
    
    a fee of up to $0.05 per ADS per calendar year (or portion there of)
for services performed by the depositary in administering the ADSs (which fee may
be charged on a periodic basis during each calendar year and shall be assessed
against holders of ADSs as of the record date or record dates set by the depositary
during each calendar year and shall be payable in the manner described in the next
succeeding provision);
 
    
    reimbursement of such fees, charges and expenses as are incurred by the
depositary and/or any of the depositarys agents (including, without limitation,
the custodian and expenses incurred on behalf of holders in connection with
compliance with foreign exchange control regulations or any law or regulation
relating to foreign investment) in connection with the servicing of the shares or
other deposited securities, the delivery of deposited securities or otherwise in
connection with the depositarys or its custodians compliance with applicable law,
rule or regulation (which charge shall be assessed on a proportionate basis against
holders as of the record date or dates set by the depositary and shall be payable
at the sole discretion of the depositary by billing such holders or by deducting
such charge from one or more cash dividends or other cash distributions);
 
    
    a fee for the distribution of securities (or the sale of securities in
connection with a distribution), such fee being in an amount equal to the fee for
the execution and delivery of ADSs which would have been charged as a result of the
deposit of such securities (treating all such securities as if they were shares)
but which securities or the net cash proceeds from the sale thereof are instead
distributed by the depositary to those holders entitled thereto;
 
    
    stock transfer or other taxes and other governmental charges;
 
    
    cable, telex and facsimile transmission and delivery charges incurred
at your request in connection with the deposit or delivery of shares;
 
    
    transfer or registration fees for the registration of transfer of
deposited securities on any applicable register in connection with the deposit or
withdrawal of deposited securities; and
 
    
    expenses of the depositary in connection with the conversion of foreign
currency into U.S. dollars.
  Fees and Other Payments Made by the Depositary to Us
   98




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##### Table of Contents



PART II
 
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
     
 ITEM 15. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Internal Control over Financial Reporting
  Changes in Internal Control over Financial Reporting
  
 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B. CODE OF ETHICS
   99




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##### Table of Contents



ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2008
    
    
    2009Audit fees(1)
    
    
    247,188
    
    
    
    344,591Audit-related fees(2)
    
    
    
    
    
    
    969,927Tax fees(3)
    
    
    
    
    
    
    
 (1)
    
    Audit fees means the aggregate fees billed for professional services rendered by our
principal auditors for the audit of our annual financial statements and the review of our
comparative interim financial statements.(2)
    
    Audit related fees represents aggregate fees billed for professional services rendered by
our principal auditors for the assurance and related services, which mainly included the
issuance of the audit and review of financial statements and other assurance services rendered
in connection with our initial public offering in 2009.(3)
    
    Tax fees represents aggregate fees billed for professional services rendered by our
principal auditors for tax compliance, tax advice and tax planning.  
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  
 ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
  
 ITEM 16G. CORPORATE GOVERNANCE
  
    
    that a majority of our board of directors must be comprised of independent directors;
and
 
    
    that we have a corporate governance and nominating committee that is composed entirely
of independent directors with a written charter addressing the committees purpose and
responsibilities;
   100




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##### Table of Contents



PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  
 ITEM 19. EXHIBITS
 ExhibitNumber
    
    Document1.1
    
    
    Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by
reference to Exhibit 3.2 from our F-1/A registration statement (File No. 333-162213), as
amended, initially filed with the Commission on October 2, 2009)2.1
    
    
    Specimen American Depositary Receipt of the Registrant (incorporated by reference to Exhibit
4.1 from our F-1 registration statement (File No. 333-162213), as amended, initially filed
with the Commission on September 29, 2009)2.2
    
    
    Specimen Certificate for Ordinary Shares of the Registrant (incorporated by reference to
Exhibit 4.2 from our F-1 registration statement (File No. 333-162213), as amended, initially
filed with the Commission on September 29, 2009).2.3
    
    
    Deposit Agreement among the Registrant, the depositary and holder of the American Depositary
Receipts Registrant (incorporated by reference to Exhibit 4.2 from our S-8 registration
statement (File No. 333-164034) filed with the Commission on December 28, 2009)4.1
    
    
    Share Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.1 from our F-1
registration statement (File No. 333-162213), as amended, initially filed with the Commission
on September 29, 2009).4.2
    
    
    Form of Indemnification Agreement with the Registrants directors (incorporated by reference
to Exhibit 10.2 from our F-1 registration statement (File No. 333-162213), as amended,
initially filed with the Commission on September 29, 2009).4.3
    
    
    Employment Agreement between the Registrant and Xin Zhou (incorporated by reference to Exhibit
10.3 from our F-1/A registration statement (File No. 333-162213), as amended, initially filed
with the Commission on October 9, 2009).4.4
    
    
    Employment Agreement between the Registrant and Bin Laurence (incorporated by reference to
Exhibit 10.4 from our F-1/A registration statement (File No. 333-162213), as amended, initially
filed with the Commission on October 9, 2009).4.5
    
    
    Employment Agreement between the Registrant and Zuyu Ding (incorporated by reference to
Exhibit 10.5 from our F-1/A registration statement (File No. 333-162213), as amended, initially
filed with the Commission on October 9, 2009).4.6
    
    
    Employment Agreement between the Registrant and Jun Luo (incorporated by reference to Exhibit
10.6 from our F-1/A registration statement (File No. 333-162213), as amended, initially filed
with the Commission on October 9, 2009).4.7
    
    
    Employment Agreement between the Registrant and Yan Zhang (incorporated by reference to
Exhibit 10.7 from our F-1/A registration statement (File No. 333-162213), as amended, initially
filed with the Commission on October 9, 2009).
  101




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##### Table of Contents



ExhibitNumber
    
    Document4.8
    
    
    Employment Agreement between the Registrant and Zhongmin Jin (incorporated by reference to
Exhibit 10.8 from our F-1/A registration statement (File No. 333-162213), as amended, initially
filed with the Commission on October 9, 2009).4.9
    
    
    Master Transaction Agreement, dated July 27, 2009, between the Registrant and E-House (China)
Holdings Limited (incorporated by reference to Exhibit 10.4 from our F-1 registration
statement (File No. 333-162213), as amended, initially filed with the Commission on September
29, 2009).4.10
    
    
    Offshore Transitional Services Agreement, dated July 27, 2009, between the Registrant and
E-House (China) Holdings Limited (incorporated by reference to Exhibit 10.5 from our F-1
registration statement (File No. 333-162213), as amended, initially filed with the Commission
on September 29, 2009).4.11
    
    
    English translation of Onshore Transitional Services Agreement, dated July 27, 2009, between
Shanghai CRIC Information Technology Co., Ltd. and Shanghai Real Estate Sales (Group) Co.,
Ltd. (incorporated by reference to Exhibit 10.6 from our F-1 registration statement (File No.
333-162213), as amended, initially filed with the Commission on September 29, 2009).4.12
    
    
    Non-Competition Agreement, dated July 27, 2009, between the Registrant and E-House (China)
Holdings Limited. (incorporated by reference to Exhibit 10.7 from our F-1 registration
statement (File No. 333-162213), as amended, initially filed with the Commission on September
29, 2009).4.13
    
    
    English translation of Consulting and Services Agreement, dated June 30, 2009, between
Shanghai CRIC Information Technology Co., Ltd. and Shanghai Real Estate Sales (Group) Co.,
Ltd. (incorporated by reference to Exhibit 10.8 from our F-1 registration statement (File
No. 333-162213), as amended, initially filed with the Commission on September 29, 2009).4.14
    
    
    English translation of Onshore Cooperation Agreement, dated August 31, 2009, among Shanghai
Real Estate Sales (Group) Co., Ltd., Shanghai CRIC Information Technology Co., Ltd. and
Shanghai Tian Zhuo Advertising Co., Ltd. (incorporated by reference to Exhibit 10.9 from our
F-1 registration statement (File No. 333-162213), as amended, initially filed with the
Commission on September 29, 2009).4.15
    
    
    English translation of Equity Pledge Agreement, dated July 20, 2009, between Shanghai CRIC
Information Technology Co., Ltd., Shanghai Tian Zhuo Advertising Co., Ltd., Xin Zhou and
Xudong Zhu. (incorporated by reference to Exhibit 10.10 from our F-1 registration statement
(File No. 333-162213), as amended, initially filed with the Commission on September 29, 2009).4.16
    
    
    English translation of Exclusive Call Option Agreement, dated July 20, 2009, between Shanghai
CRIC Information Technology Co., Ltd., Shanghai Tian Zhuo Advertising Co., Ltd., Xin Zhou and
Xudong Zhu. (incorporated by reference to Exhibit 10.11 from our F-1 registration statement
(File No. 333-162213), as amended, initially filed with the Commission on September 29, 2009).4.17
    
    
    English translation of Loan Agreement, dated April 1, 2008, between Shanghai CRIC Information
Technology Co., Ltd. and Xin Zhou. (incorporated by reference to Exhibit 10.12 from our F-1
registration statement (File No. 333-162213), as amended, initially filed with the Commission
on September 29, 2009).4.18
    
    
    English translation of Loan Agreement, dated September 8, 2008, between Shanghai CRIC
Information Technology Co., Ltd. and Xin Zhou. (incorporated by reference to Exhibit 10.13
from our F-1 registration statement (File No. 333-162213), as amended, initially filed with
the Commission on September 29, 2009).4.19
    
    
    English translation of Amended and Restated Loan Agreement, dated July 20, 2009, between
Shanghai CRIC Information Technology Co., Ltd. and Xin Zhou. (incorporated by reference to
Exhibit 10.14 from our F-1 registration statement (File No. 333-162213), as amended, initially
filed with the Commission on September 29, 2009).
  102




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##### Table of Contents



ExhibitNumber
    
    Document4.20
    
    
    English translation of Loan Agreement, dated July 20, 2009, between Shanghai CRIC Information
Technology Co., Ltd., Xin Zhou and Xudong Zhu. (incorporated by reference to Exhibit 10.15
from our F-1 registration statement (File No. 333-162213), as amended, initially filed with
the Commission on September 29, 2009).4.21
    
    
    English translation of Loan
Agreement, dated April 1, 2008, between Shanghai Tian Zhuo
Advertising
Co., Ltd. and Xin Zhou. (incorporated by reference to Exhibit 10.16 from our F-1
registration statement (File No. 333-162213), as amended, initially filed with the Commission
on September 29, 2009).4.22
    
    
    English translation of Loan
Agreement, dated September 8, 2008, between Shanghai Tian Zhuo Advertising
Co., Ltd. and Xin Zhou. (incorporated by reference to Exhibit 10.17 from our F-1
registration statement (File No. 333-162213), as amended, initially filed with the Commission
on September 29, 2009).4.23
    
    
    English translation of Shareholder Voting Rights Proxy Agreement, dated July 20, 2009, between
Shanghai CRIC Information Technology Co., Ltd., Shanghai Tian Zhuo Advertising Co., Ltd., Xin
Zhou and Xudong Zhu. (incorporated by reference to Exhibit 10.18 from our F-1 registration
statement (File No. 333-162213), as amended, initially filed with the Commission on September
29, 2009).4.24
    
    
    English translation of Consulting and Service Agreement, dated April 1, 2008, between Shanghai
CRIC Information Technology Co., Ltd. and Shanghai Tian Zhuo Advertising Co., Ltd.
(incorporated by reference to Exhibit 10.19 from our F-1 registration statement (File No.
333-162213), as amended, initially filed with the Commission on September 29, 2009).4.25
    
    
    English translation of Exclusive Call Option Agreement dated, September 29, 2009, between
Shanghai SINA Leju Information Technology Co., Ltd., Beijing Yisheng Leju Information Services
Co., Ltd., Xudong Zhu and Jun Luo. (incorporated by reference to Exhibit 10.20 from our F-1/A
registration statement (File No. 333-162213), as amended, initially filed with the Commission
on October 2, 2009).4.26
    
    
    English translation of Loan Agreement, dated September 29, 2009, between Shanghai SINA Leju
Information Technology Co., Ltd., Xudong Zhu and Jun Luo. (incorporated by reference to
Exhibit 10.21 from our F-1/A registration statement (File No. 333-162213), as amended, initially
filed with the Commission on October 2, 2009).4.27
    
    
    English translation of Shareholder Voting Rights Proxy Agreement, dated September 29, 2009,
between Shanghai SINA Leju Information Technology Co., Ltd., Beijing Yisheng Leju Information
Services Co., Ltd., Xudong Zhu and Jun Luo. (incorporated by reference to Exhibit 10.22 from
our F-1/A registration statement (File No. 333-162213), as amended, initially filed with the
Commission on October 2, 2009).4.28
    
    
    English translation of Equity Pledge Agreement, dated September 29, 2009, between Shanghai
SINA Leju Information Technology Co., Ltd., Beijing Yisheng Leju Information Services Co.,
Ltd., Xudong Zhu and Jun Luo. (incorporated by reference to Exhibit 10.23 from our F-1/A
registration statement (File No. 333-162213), as amended, initially filed with the Commission
on October 2, 2009).4.29
    
    
    English translation of Exclusive Technical Support Agreement, dated May 8, 2008, between
Shanghai SINA Leju Information Technology Co., Ltd. and Beijing Yisheng Leju Information
Services Co., Ltd. (incorporated by reference to Exhibit 10.24 from our F-1/A registration
statement (File No. 333-162213), as amended, initially filed with the Commission on October 2, 2009).
  103




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##### Table of Contents



ExhibitNumber
    
    Document4.30
    *
    
    English translation of Real Estate Market Information System and Project Consulting Services
Strategic Cooperation Agreement, dated December 2008, between Evergrande Real Estate Group and
Shanghai CRIC Information Technology Co., Ltd.4.31
    
    
    English translation of Real Estate Market Information System and Project Market Consulting
Strategic Cooperation Agreement, dated April 1, 2008 between Shanghai Urban Development
(Group) Co., Ltd. and Shanghai CRIC Information Technology Co., Ltd. (incorporated by
reference to Exhibit 10.26 from our F-1 registration statement (File No. 333-162213), as
amended, initially filed with the Commission on September 29, 2009).4.32
    *
    
    English translation of Service Agreement, dated August 2009, between with Shanghai Jinluodian
Development Co., Ltd. and Shanghai CRIC Information Technology Co., Ltd.4.33
    
    
    Share Purchase Agreement, dated July 23, 2009, between the Registrant and SINA Corporation.
(incorporated by reference to Exhibit 10.28 from our F-1 registration statement (File No.
333-162213), as amended, initially filed with the Commission on September 29, 2009).4.34
    
    
    Amendment Agreement to the Share Purchase Agreement, dated September 29, 2009, between the
Registrant and SINA Corporation. (incorporated by reference to Exhibit 10.29 from our F-1/A
registration statement (File No. 333-162213), as amended, initially filed with the Commission
on October 2, 2009).4.35
    *
    
    Shareholders Agreement, dated October 21, 2009, by and among the Registrant, E-House (China)
Holdings Limited and SINA Corporation.4.36
    *
    
    Registration Rights Agreement, dated October 21, 2009, by and among the Registrant, E-House
(China) Holdings Limited and SINA Corporation.4.37
    
    
    English translation of Amended and Restated Advertising Inventory Sale Agency Agreement, dated
August 31, 2009, between SINA Corporation and COHT Technology Corporation. (incorporated by
reference to Exhibit 10.32 from our F-1/A registration statement (File No. 333-162213), as
amended, initially filed with the Commission on October 2, 2009).4.38
    
    
    Domain Name and Content License Agreement, dated September 2009, between Beijing SINA Internet
Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.
(incorporated by reference to Exhibit 10.33 from our F-1/A registration statement (File No.
333-162213), as amended, initially filed with the Commission on October 2, 2009).4.39
    
    
    Trademark License Agreement, dated September 2009, between Beijing SINA Internet Information
Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd. (incorporated by
reference to Exhibit 10.34 from our F-1/A registration statement (File No. 333-162213), as
amended, initially filed with the Commission on October 2, 2009).4.40
    
    
    Software License and Support Services Agreement, dated September 2009, between SINA.com
Technology (China) Co. Ltd. and Shanghai SINA Leju Information Technology Co., Ltd.
(incorporated by reference to Exhibit 10.35 from our F-1 registration statement (File No.
333-162213), as amended, initially filed with the Commission on September 29, 2009).8.1
    *
    
    Subsidiaries of the Registrant.11.1
    
    
    Code of Business Conduct and Ethics of the Registrant. (incorporated by reference to Exhibit
99.1 from our F-1/A registration statement (File No. 333-162213), as amended, initially filed
with the Commission on October 2, 2009).
  104




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##### Table of Contents



ExhibitNumber
    
    Document12.1
    *
    
    Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2
    *
    
    Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1
    *
    
    Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2
    *
    
    Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200215.1
    *
    
    Consent of Deloitte Touche Tohmatsu CPA Ltd.15.2
    *
    
    Consent of Fangda Partners15.3
    
    
    Consent of Frost & Sullivan (incorporated by reference to Exhibit 23.6 from our F-1
registration statement (File No. 333-162213), as amended, initially filed with the Commission
on September 29, 2009)
  *
    
    Filed with this annual report on Form 20-F.  105




---



##### Table of Contents



SIGNATURES
  China Real Estate Information CorporationBy:
    /s/ Xin ZhouName:
    Xin ZhouTitle:
    Co-Chairman of the Board of Directors
Chief Executive Officer




---



##### 



China Real Estate Information Corporation
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2008 and 2009
    
    
    F-3Consolidated Statements of Operations for the Years Ended December 31, 2007, 2008 and 2009
    
    
    F-4Consolidated Statements of Changes in Equity and Comprehensive Income for the Years Ended
December 31, 2007, 2008, and 2009
    
    
    F-5Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2008 and 2009
    
    
    F-6Notes to Consolidated Financial Statements for the Years Ended December 31,2007,2008 and 2009
    
    
    F-7Appendix 1  Entities included in the consolidated financial statements
    
    
    F-33




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      
  F- 2




---



##### Table of Contents



China Real Estate Information Corporation
 
 Consolidated Balance Sheets
 (In U.S. dollar except for share data)
 December 31,2008
    
    
    2009$
    
    
    $AssetsCurrent assets:Cash and cash equivalents
    
    
    25,791,238
    
    
    
    311,066,566Unbilled accounts receivable, net of
allowance for doubtful accounts of nil
and $5,625,089 at December 31, 2008 and
2009, respectively
    
    
    10,767,049
    
    
    
    22,739,129Accounts receivable, net of allowance for
doubtful accounts of nil and nil at
December 31, 2008 and 2009, respectively
    
    
    13,168,789
    
    
    
    5,690,968Advance payment for advertising placement
    
    
    1,803,980
    
    
    
    1,400,862Advance payment for properties
    
    
    
    
    
    
    8,108,299Prepaid expenses and other current assets
    
    
    5,810,274
    
    
    
    5,589,534Amounts due from related parties
    
    
    
    
    
    
    2,460,572Total current assets
    
    
    57,341,330
    
    
    
    357,055,930Property and equipment, net
    
    
    2,521,190
    
    
    
    7,422,583Intangible assets, net
    
    
    1,529,322
    
    
    
    201,138,891Goodwill
    
    
    4,269,149
    
    
    
    449,902,711Investment in affiliates
    
    
    5,062,394
    
    
    
    Advance payment for advertising placement
    
    
    4,927,059
    
    
    
    Advance payment for properties
    
    
    7,791,586
    
    
    
    Other non-current assets
    
    
    309,103
    
    
    
    4,570,964Total assets
    
    
    83,751,133
    
    
    
    1,020,091,079Liabilities and EquityCurrent liabilities:Accounts payable
    
    
    510,489
    
    
    
    2,288,650Advance from customers
    
    
    440,889
    
    
    
    2,855,165Accrued payroll and welfare expenses
    
    
    992,263
    
    
    
    3,873,160Income tax payable
    
    
    3,877,645
    
    
    
    9,270,321Other tax payable
    
    
    775,842
    
    
    
    3,085,419Amounts due to related parties
    
    
    5,472,859
    
    
    
    7,300,568Payable for acquisition of subsidiary
    
    
    1,319,976
    
    
    
    Deposit for property for sale
    
    
    
    
    
    
    2,781,378Other current liabilities
    
    
    1,536,591
    
    
    
    4,183,746Total current liabilities
    
    
    14,926,554
    
    
    
    35,638,407Deferred
revenue, non-current
    
    
    1,975,155
    
    
    
    Deferred tax
liabilities, non-current
    
    
    338,259
    
    
    
    42,031,640Total liabilities
    
    
    17,239,968
    
    
    
    77,670,047Commitments and contingencies (Note 14)Equity:Ordinary
shares ($0.0002 par value): 250,000,000 shares authorized, 71,522,222
and 142,922,222 shares issued and
outstanding as of December 31, 2008 and
2009, respectively
    
    
    14,304
    
    
    
    28,584Additional paid-in capital
    
    
    40,991,770
    
    
    
    863,169,196Retained earnings
    
    
    20,956,173
    
    
    
    74,385,774Accumulated other comprehensive income
    
    
    3,707,854
    
    
    
    3,629,398Subscription receivables
    
    
    (14,304
    )
    
    
    Total CRIC equity
    
    
    65,655,797
    
    
    
    941,212,952Non-controlling interests
    
    
    855,368
    
    
    
    1,208,080Total equity
    
    
    66,511,165
    
    
    
    942,421,032Total liabilities and equity
    
    
    83,751,133
    
    
    
    1,020,091,079
   F- 3




---



##### Table of Contents



China Real Estate Information Corporation
 
 Consolidated Statements of Operations
 (In U.S. dollar except for share data)
 Years Ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Total revenues
    
    
    8,195,165
    
    
    
    50,048,530
    
    
    
    95,653,810Cost of revenues
    
    
    (895,405
    )
    
    
    (2,897,247
    )
    
    
    (12,810,162
    )Selling, general and administrative expenses
    
    
    (4,985,048
    )
    
    
    (19,819,873
    )
    
    
    (48,048,529
    )Gain from settlement of pre-existing relationship
    
    
    
    
    
    
    
    
    
    
    2,100,832Income from operations
    
    
    2,314,712
    
    
    
    27,331,410
    
    
    
    36,895,951Other income (expense):Interest income
    
    
    192,961
    
    
    
    420,517
    
    
    
    279,079Other income (expense), net
    
    
    (156,825
    )
    
    
    (1,341,165
    )
    
    
    2,725,032Income before taxes and equity in affiliates
    
    
    2,350,848
    
    
    
    26,410,762
    
    
    
    39,900,062Income tax expense
    
    
    (284,999
    )
    
    
    (4,721,015
    )
    
    
    (6,306,613
    )Income before equity in affiliates
    
    
    2,065,849
    
    
    
    21,689,747
    
    
    
    33,593,449Income from equity in affiliates
    
    
    
    
    
    
    153,700
    
    
    
    22,015,607Net income
    
    
    2,065,849
    
    
    
    21,843,447
    
    
    
    55,609,056Less: Net income (loss) attributable to non-controlling interests
    
    
    
    
    
    
    (318,214
    )
    
    
    6,765Net income
attributable to CRIC shareholders
    
    
    2,065,849
    
    
    
    22,161,661
    
    
    
    55,602,291Earnings per share:Basic
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.64Diluted
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.63Shares used in computation:Basic
    
    
    71,522,222
    
    
    
    71,522,222
    
    
    
    86,610,265Diluted
    
    
    71,522,222
    
    
    
    71,522,222
    
    
    
    88,264,301
   F- 4




---



##### Table of Contents



China Real Estate Information Corporation
 
 Consolidated Statements of Changes in Equity
 and Comprehensive Income
 (In U.S. dollar)
 Retained
    
    
    AccumulatedAdditional
    
    
    Earnings
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalOrdinary
    
    
    Paid-in
    
    
    (Accumulated
    
    
    Comprehensive
    
    
    Subscription
    
    
    Non-controlling
    
    
    Total
    
    
    ComprehensiveShares
    
    
    Capital
    
    
    Deficit)
    
    
    Income
    
    
    Receivables
    
    
    Interests
    
    
    Equity
    
    
    IncomeNumber
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Balance at January
1, 2007
    
    
    71,522,222
    
    
    
    14,304
    
    
    
    5,000,000
    
    
    
    1,072,510
    
    
    
    47,452
    
    
    
    (14,304
    )
    
    
    
    
    
    
    6,119,962Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,065,849
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,065,849
    
    
    
    2,065,849Cash contribution
from E-House
    
    
    
    
    
    
    
    
    
    
    25,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000,000
    
    
    
    Distribution to
E-House
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,343,847
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,343,847
    )
    
    
    Foreign currency
translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    876,049
    
    
    
    
    
    
    
    
    
    
    
    876,049
    
    
    
    876,049Balance at December
31, 2007
    
    
    71,522,222
    
    
    
    14,304
    
    
    
    30,000,000
    
    
    
    (1,205,488
    )
    
    
    923,501
    
    
    
    (14,304
    )
    
    
    
    
    
    
    29,718,013
    
    
    
    2,941,898Capital
contribution by
non-controlling
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,173,582
    
    
    
    1,173,582
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,161,661
    
    
    
    
    
    
    
    
    
    
    
    (318,214
    )
    
    
    21,843,447
    
    
    
    21,843,447Contribution from
E-House
    
    
    
    
    
    
    
    
    
    
    2,591,770
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,591,770
    
    
    
    Cash contribution
from E-House
    
    
    
    
    
    
    
    
    
    
    8,400,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,400,000
    
    
    
    Foreign currency
translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,784,353
    
    
    
    
    
    
    
    
    
    
    
    2,784,353
    
    
    
    2,784,353Balance at December
31, 2008
    
    
    71,522,222
    
    
    
    14,304
    
    
    
    40,991,770
    
    
    
    20,956,173
    
    
    
    3,707,854
    
    
    
    (14,304
    )
    
    
    855,368
    
    
    
    66,511,165
    
    
    
    24,627,800Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,602,291
    
    
    
    
    
    
    
    
    
    
    
    6,765
    
    
    
    55,609,056
    
    
    
    55,609,056Capital
contribution and
non-controlling
interest recognized
in connection with
business
acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,260,780
    
    
    
    1,260,780
    
    
    
    Collection of
subscription
receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    10,000
    
    
    
    Distribution to
E-House
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,001,304
    )
    
    
    
    
    
    
    4,304
    
    
    
    
    
    
    
    (997,000
    )
    
    
    Cash contribution
from E-House
    
    
    
    
    
    
    
    
    
    
    2,499,977
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,499,977
    
    
    
    Replacement of COHT
share options
    
    
    
    
    
    
    
    
    
    
    14,960,796
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,960,796
    
    
    
    Share-based
compensation
    
    
    
    
    
    
    
    
    
    
    7,123,911
    
    
    
    (1,171,386
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,952,525
    
    
    
    Issuance of
ordinary shares to
public, net of
issuance cost
    
    
    20,700,000
    
    
    
    4,140
    
    
    
    224,700,460
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    224,704,600
    
    
    
    Issuance of
ordinary shares in
connection with
business
acquisition
    
    
    47,666,667
    
    
    
    9,533
    
    
    
    571,990,471
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    572,000,004
    
    
    
    Issuance of
ordinary shares in
exchange for a
non-controlling
interest
    
    
    3,033,333
    
    
    
    607
    
    
    
    901,811
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (902,418
    )
    
    
    
    
    
    
    Foreign currency
translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78,456
    )
    
    
    
    
    
    
    (12,415
    )
    
    
    (90,871
    )
    
    
    (90,871
    )Balance at December
31, 2009
    
    
    142,922,222
    
    
    
    28,584
    
    
    
    863,169,196
    
    
    
    74,385,774
    
    
    
    3,629,398
    
    
    
    
    
    
    
    1,208,080
    
    
    
    942,421,032
    
    
    
    55,518,185
   F- 5




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##### Table of Contents



China Real Estate Information Corporation
 
 Consolidated Statements of Cash Flows
 (In U.S. dollar)
 Years Ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Operating activities:Net income
    
    
    2,065,849
    
    
    
    21,843,447
    
    
    
    55,609,056Adjustments to reconcile net income to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    60,577
    
    
    
    440,613
    
    
    
    6,744,120Allowance for doubtful accounts
    
    
    
    
    
    
    
    
    
    
    4,722,707Gain from settlement of pre-existing relationship
    
    
    
    
    
    
    
    
    
    
    (2,100,832
    )Income from investment in affiliates
    
    
    
    
    
    
    (153,700
    )
    
    
    (22,015,607
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    5,952,525Others
    
    
    
    
    
    
    
    
    
    
    83,842Changes in operating assets and liabilitiesAccounts receivable
    
    
    1,046,519
    
    
    
    (21,746,362
    )
    
    
    3,960,246Amounts due from related parties
    
    
    (4,442,415
    )
    
    
    2,690,338
    
    
    
    (2,432,415
    )Advance payment for advertising placement
    
    
    
    
    
    
    (6,731,039
    )
    
    
    5,330,177Prepaid expenses and other current assets
    
    
    (89,135
    )
    
    
    (4,718,931
    )
    
    
    3,180,592Other non-current assets
    
    
    
    
    
    
    (4,336
    )
    
    
    (22,589
    )Accounts payable
    
    
    32,172
    
    
    
    387,544
    
    
    
    1,664,048Accrued payroll and welfare expenses
    
    
    167,350
    
    
    
    718,993
    
    
    
    2,629,806Income tax payable
    
    
    152,175
    
    
    
    3,182,709
    
    
    
    5,262,213Other tax payable
    
    
    54,535
    
    
    
    642,958
    
    
    
    2,309,203Amounts due to related parties
    
    
    
    
    
    
    
    
    
    
    (6,186,987
    )Other current liabilities
    
    
    64,097
    
    
    
    (512,730
    )
    
    
    (7,036,553
    )Advance from customers
    
    
    (91,449
    )
    
    
    839,354
    
    
    
    2,414,276Deferred tax
    
    
    (250,124
    )
    
    
    (124,654
    )
    
    
    (3,054,613
    )Net cash (used in) provided by operating activities
    
    
    (1,229,849
    )
    
    
    (3,245,796
    )
    
    
    57,013,215Investing activities:Deposit for and purchase of property and equipment
    
    
    (368,575
    )
    
    
    (9,478,138
    )
    
    
    (2,378,033
    )Purchase of subsidiaries, net of cash acquired
    
    
    
    
    
    
    (2,399,326
    )
    
    
    3,243,114Investment in affiliates
    
    
    
    
    
    
    (2,500,000
    )
    
    
    Proceeds from disposal of property and equipment
    
    
    
    
    
    
    18,645
    
    
    
    225,444Deposit and proceeds for property for sale
    
    
    
    
    
    
    
    
    
    
    3,042,015Collection of loans from related parties
    
    
    964,513
    
    
    
    2,157,683
    
    
    
    Net cash provided by (used in) investing activities
    
    
    595,938
    
    
    
    (12,201,136
    )
    
    
    4,132,540Financing activities:Contribution from non-controlling interests
    
    
    
    
    
    
    270
    
    
    
    1,175,244Proceeds of loans (repayment of loans) from related parties
    
    
    
    
    
    
    5,696,838
    
    
    
    (5,616,633
    )Collection of subscription receivables
    
    
    
    
    
    
    
    
    
    
    10,000Advance from a related party
    
    
    
    
    
    
    
    
    
    
    1,050,000Proceeds from issuance of ordinary shares, net of paid issuance costs of $23,548,949
    
    
    
    
    
    
    
    
    
    
    224,851,051Contribution from E-House
    
    
    25,000,000
    
    
    
    8,400,000
    
    
    
    2,499,977Net cash provided by financing activities
    
    
    25,000,000
    
    
    
    14,097,108
    
    
    
    223,969,639Effect of exchange rate changes
    
    
    586,293
    
    
    
    729,589
    
    
    
    159,934Net increase in cash and cash equivalents
    
    
    24,952,382
    
    
    
    (620,235
    )
    
    
    285,275,328Cash and cash equivalents at the beginning of the year
    
    
    1,459,091
    
    
    
    26,411,473
    
    
    
    25,791,238Cash and cash equivalents at the end of the year
    
    
    26,411,473
    
    
    
    25,791,238
    
    
    
    311,066,566Supplemental disclosure of cash flow information:Income taxes paid
    
    
    
    
    
    
    1,446,702
    
    
    
    3,379,554Non-cash investing and financing activities:Related party loans converted to equity
    
    
    25,000,000
    
    
    
    8,400,000
    
    
    
    2,499,977Related party receivable paid as dividend or (payable recorded as a capital contribution)
    
    
    4,343,847
    
    
    
    (2,591,770
    )
    
    
    997,000Issuance of ordinary shares in connection with business acquisition
    
    
    
    
    
    
    
    
    
    
    572,000,004Ordinary share issuance costs in payables
    
    
    
    
    
    
    
    
    
    
    146,451Replacement of share options due to acquisition
    
    
    
    
    
    
    
    
    
    
    14,960,796Non-controlling interest recognized in connection with business acquisition
    
    
    
    
    
    
    
    
    
    
    85,536
   F- 6




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##### Table of Contents



China Real Estate Information Corporation
 
 Notes to Consolidated Financial Statements
 For the Years Ended December 31, 2007, 2008 and 2009
 (In U.S. dollar)
 1. Organization and Principal Activities
           F- 7




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##### Table of Contents



2. Summary of Principal Accounting Policies
 (a) Basis of presentation
  (b) Basis of consolidation
       F- 8




---



##### Table of Contents



As of December 31, 2009$Total assets
    
    
    15,367,010Total liabilities
    
    
    13,584,892
   As of December 31, 2009$Total assets
    
    
    4,697,532Total liabilities
    
    
    6,703,036
  F- 9




---



##### Table of Contents



(c) Use of estimates
  (d) Fair value of financial instruments
        (e) Business combinations
  (f) Cash and cash equivalents
  (g) Unbilled accounts receivable
   F- 10




---



##### Table of Contents



(h) Advance payment for advertising placement
  (i) Advance payment for properties
  (j) Investment in affiliates
  (k) Property and equipment, net
  Leasehold improvements
    
    Over the shorter of the lease term or their estimated useful livesFurniture, fixtures and equipment
    
    5 yearsMotor vehicles
    
    5 years
  (l) Intangible assets, net
  (m) Internally developed software
  (n) Impairment of long-lived assets
   F- 11




---



##### Table of Contents



(o) Impairment of goodwill
   (p) Income taxes
   (q) Value added taxes
  (r) Share-based compensation
  (s) Revenue recognition
    F- 12




---



##### Table of Contents



(t) Cost of revenue
  (u) Advertising expenses
   F- 13




---



##### Table of Contents



(v) Foreign currency translation
    (w) Government subsidies
  (x) Concentration of credit risk
    Amount$Balance as of January 1, 2009
    
    
    Provisions for doubtful accounts
    
    
    4,722,707Business acquisition
    
    
    2,440,358Write offs
    
    
    (1,539,914
    )Changes due to foreign exchange
    
    
    1,938Balance as of December 31, 2009
    
    
    5,625,089
 (y) Earnings per share
    F- 14




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##### Table of Contents



Years Ended December 31,2007
    
    
    2008
    
    
    2009Net income attributable to CRIC
    
    $
    2,065,849
    
    
    $
    22,161,661
    
    
    $
    55,602,291Weighted average ordinary
shares outstanding  basic
    
    
    71,522,222
    
    
    
    71,522,222
    
    
    
    86,610,265Share options
    
    
    
    
    
    
    
    
    
    
    1,654,036Weighted average number of
ordinary shares outstanding 
diluted
    
    
    71,522,222
    
    
    
    71,522,222
    
    
    
    88,264,301Basic earnings per share
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.64Diluted earnings per share
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.63
 (z) Comprehensive income
  (aa) Recently issued accounting pronouncements
    F- 15




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##### Table of Contents



3. Investments in Affiliated Companies
   F- 16




---



##### Table of Contents



Allocated
    
    
    AmortizationValue
    
    
    Period$Cash acquired
    
    
    1,700,000Intangible assetsAdvertising rights
    
    
    2,894,775
    
    
    10 yearsCustomer contract backlog
    
    
    313,919
    
    
    6 monthsTotal
    
    
    4,908,694
   4. Acquisitions of Subsidiaries
 Acquisition of COHT
   Amount$Fair value of Companys shares issued *
    
    
    572,000,004Replacement of COHTs share options (Note 9)
    
    
    14,960,796Consideration
    
    
    586,960,800Fair value of the Companys investment in COHT held before the
business combination **
    
    
    27,078,000Total value to be allocated in purchase accounting
    
    
    614,038,800
 *
    
    The fair value of the 47,666,667 ordinary shares issued by the Company was based on the IPO
offering price of the Companys American depositary shares (ADS).
 **
    
    As a result of the Company obtaining control over COHT, the Companys previously held equity
interest was remeasured to fair value of $27,078,000, with the excess of fair value over the
carrying amount recognized as a gain of $21,453,221.
  AmortizationAmount
    
    
    Period$Total tangible assets acquired
    
    
    26,703,269Liabilities assumed
    
    
    (17,432,772
    )Intangible assets acquired: License agreements with SINA
    
    
    80,660,000
    
    
    10 years Real estate advertising agency agreement with SINA
    
    
    106,790,000
    
    
    10 years CRIC database license agreement
    
    
    8,300,000
    
    
    9 years Customer relationship
    
    
    5,580,000
    
    
    10 years Contract Backlog
    
    
    110,000
    
    
    1 yearGoodwill
    
    
    444,885,665Deferred tax liabilities
    
    
    (41,557,362
    )614,038,800
  F- 17




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##### Table of Contents



Allocated
    
    
    AmortizationValue
    
    
    Period$Cash
    
    
    1,265,772Other current assets
    
    
    1,463,529Liabilities assumed
    
    
    (4,390,507
    )Leasehold improvements
    
    
    2,077,479
    
    
    5-20 yearsPrepaid rent
    
    
    4,348,647
    
    
    20 yearsFavorable lease term
    
    
    2,428,110
    
    
    20 yearsTotal
    
    
    7,193,030
   Allocated
    
    
    AmortizationValue
    
    
    Period$Cash acquired
    
    
    1,759,969Intangible assetsCustomer advertising designing contracts
    
    
    81,438
    
    
    3 monthsNon-compete agreement
    
    
    191,424
    
    
    5 yearsGoodwill
    
    
    666,257Deferred tax liabilities
    
    
    (20,360
    )Total
    
    
    2,678,728
   F- 18




---



##### Table of Contents



Allocated
    
    
    AmortizationValue
    
    
    Period$Tangible assets acquired
    
    
    1,217,304Liabilities assumed
    
    
    (1,434,594
    )Intangible assetsNon-compete agreement
    
    
    1,420,688
    
    
    5 yearsGoodwill
    
    
    3,602,892Deferred tax liabilities
    
    
    (355,172
    )Total
    
    
    4,451,118
     Year ended December 31,2008
    
    
    2009$
    
    
    $Revenue
    
    
    84,355,530
    
    
    
    120,458,837Net income attributable to CRIC
    
    
    19,740,443
    
    
    
    29,884,719Earnings per share:Basic
    
    
    0.17
    
    
    
    0.24Diluted
    
    
    0.17
    
    
    
    0.24
 5. Property and Equipment, Net
  As of December 312008
    
    
    2009$
    
    
    $Leasehold improvements
    
    
    265,650
    
    
    
    4,020,790Furniture, fixtures and equipment
    
    
    2,133,841
    
    
    
    5,215,145Motor vehicles
    
    
    565,652
    
    
    
    353,492Total
    
    
    2,965,143
    
    
    
    9,589,427Less: Accumulated depreciation
    
    
    (443,953
    )
    
    
    (2,166,844
    )Property and equipment, net
    
    
    2,521,190
    
    
    
    7,422,583
  F- 19




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##### Table of Contents



6. Intangible Assets, Net
  As of December 31,2008
    
    
    2009$
    
    
    $License agreements with SINA
    
    
    
    
    
    
    80,660,000Real estate advertising agency agreement with SINA
    
    
    
    
    
    
    106,790,000CRIC database license agreement
    
    
    
    
    
    
    8,300,000Favorable lease term
    
    
    
    
    
    
    2,428,110Customer relationships
    
    
    
    
    
    
    5,788,603Customer contracts
    
    
    81,438
    
    
    
    110,000Non-compete agreements
    
    
    1,612,112
    
    
    
    1,612,112Computer software licenses
    
    
    1,741
    
    
    
    1,207,7441,695,291
    
    
    
    206,896,569Less: Accumulated amortizationLicense agreements with SINA
    
    
    
    
    
    
    (2,016,500
    )Real estate advertising agency agreement with SINA
    
    
    
    
    
    
    (2,617,402
    )CRIC database license agreement
    
    
    
    
    
    
    (244,118
    )Favorable lease term
    
    
    
    
    
    
    (91,054
    )Customer relationship
    
    
    
    
    
    
    (40,622
    )Customer contracts
    
    
    (81,438
    )
    
    
    (110,000
    )Non-compete agreements
    
    
    (84,444
    )
    
    
    (388,634
    )Computer software licenses
    
    
    (87
    )
    
    
    (249,348
    )(165,969
    )
    
    
    (5,757,678
    )Intangible assets subject to amortization, net
    
    
    1,529,322
    
    
    
    201,138,891
  7. Goodwill
  Real EstateInformationand
    
    
    Real Estate
    
    
    Real EstateConsulting
    
    
    Advertising
    
    
    OnlineService
    
    
    Service
    
    
    ServiceSegment
    
    
    Segment
    
    
    Segment
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $Balance as of January 1, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Goodwill recognized upon acquisition
    
    
    3,602,892
    
    
    
    666,257
    
    
    
    
    
    
    
    4,269,149Balance as of December 31, 2008
    
    
    3,602,892
    
    
    
    666,257
    
    
    
    
    
    
    
    4,269,149Goodwill recognized upon acquisition
    
    
    747,897
    
    
    
    
    
    
    
    444,885,665
    
    
    
    445,633,562Balance as of December 31, 2009
    
    
    4,350,789
    
    
    
    666,257
    
    
    
    444,885,665
    
    
    
    449,902,711
  F- 20




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##### Table of Contents



8. Income Tax
  Years Ended December 312007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Current TaxPRC
    
    
    404,149
    
    
    
    3,976,671
    
    
    
    9,172,473Other
    
    
    130,974
    
    
    
    848,852
    
    
    
    2,655535,123
    
    
    
    4,825,523
    
    
    
    9,175,128Deferred TaxPRC
    
    
    (250,124
    )
    
    
    (104,508
    )
    
    
    (2,868,515
    )Income tax expense
    
    
    284,999
    
    
    
    4,721,015
    
    
    
    6,306,613
 Cayman Islands and British Virgin Islands
  Hong Kong
  PRC
      Year Ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $The aggregate dollar effect
    
    
    
    
    
    
    
    
    
    
    1,433,584Per share effectbasic
    
    
    
    
    
    
    
    
    
    
    0.02Per share effectdiluted
    
    
    
    
    
    
    
    
    
    
    0.02
  F- 21




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##### Table of Contents



As of December 31,2008
    
    
    2009$
    
    
    $Deferred tax assets:Accrued salary expenses
    
    
    25,868
    
    
    
    782,048Advertising expenses
    
    
    17,206
    
    
    
    Accrued rebate
    
    
    
    
    
    
    24,244Depreciation and amortization
    
    
    
    
    
    
    20,309Bad debt provision
    
    
    
    
    
    
    1,576,713Net operating loss carryforwards
    
    
    304,766
    
    
    
    808,325Gross and net deferred tax assets
    
    
    347,840
    
    
    
    3,211,639Analysis as:Current
    
    
    43,074
    
    
    
    3,046,040Non-current
    
    
    304,766
    
    
    
    165,599Deferred tax liabilities:Amortization of intangible and other assets
    
    
    338,259
    
    
    
    42,031,640Total deferred tax liabilities
    
    
    338,259
    
    
    
    42,031,640Analysis as:Current
    
    
    
    
    
    
    Non-current
    
    
    338,259
    
    
    
    42,031,640
  Year Ended December 31,2007
    
    
    2008
    
    
    2009PRC income tax rate
    
    
    33.00
    %
    
    
    25.00
    %
    
    
    25.00
    %Expenses not deductible for tax purposes
    
    
    9.26
    %
    
    
    3.40
    %
    
    
    1.13
    %Effect of tax preference
    
    
    (12.57)
    %
    
    
    (9.04)
    %
    
    
    (12.79)
    %Effect of different tax rate of subsidiary operations in other jurisdiction
    
    
    (12.45)
    %
    
    
    (1.59)
    %
    
    
    3.20
    %Effect of new income tax law
    
    
    3.48
    %
    
    
    
    
    
    
    Valuation allowance movement
    
    
    (8.60)
    %
    
    
    
    
    
    
    (0.73)
    %12.12
    %
    
    
    17.77
    %
    
    
    15.81
    %
   F- 22




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##### Table of Contents



9. Share-Based Compensation
 E-House Holdings Share Incentive Plan (the E-House Plan)
  Share Options:
   2007
    
    
    2008Average risk-free rate of return
    
    
    4.76
    %
    
    
    3.98
    %Contractual life of option
    
    10 years
    
    
    10 yearsAverage estimated volatility rate
    
    
    62.7
    %
    
    
    59.3
    %Average dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
     F- 23




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##### Table of Contents



WeightedWeighted
    
    
    averageaverage
    
    
    remaining
    
    
    AggregateNumber of
    
    
    exercise
    
    
    contractual
    
    
    intrinsicoptions
    
    
    price
    
    
    term
    
    
    value of options$
    
    
    
    
    
    $Outstanding, as of January 1, 2009
    
    
    2,314,166
    
    
    
    5.39Granted
    
    
    Exercised
    
    
    (509,562
    )
    
    
    5.40Forfeited
    
    
    (45,167
    )
    
    
    5.37Cancelled
    
    
    Outstanding, as of December 31, 2009
    
    
    1,759,437
    
    
    
    5.38
    
    
    
    8.0
    
    
    
    22,411,580Vested and expected to vest as of
December 31, 2009
    
    
    1,654,984
    
    
    
    5.38
    
    
    
    7.9
    
    
    
    21,079,810Exercisable as of December 31, 2009
    
    
    602,605
    
    
    
    5.38
    
    
    
    7.9
    
    
    
    7,674,968
  Restricted Shares:
    F- 24




---



##### Table of Contents



No. of
    
    
    Weighted averagerestricted shares
    
    
    grant-date fair value$Unvested as of January 1, 2009
    
    
    144,000
    
    
    
    1.39Granted
    
    
    931,000
    
    
    
    16.40Vested
    
    
    (144,000
    )
    
    
    1.39Forfeited
    
    
    
    
    
    
    Unvested as of December 31, 2009
    
    
    931,000
    
    
    
    16.40
     The Companys Share Incentive Plan (the CRIC Plan)
  Share Options:
   2009Average risk-free rate of return
    
    
    3.22
    %Contractual life of option
    
    10 yearsAverage estimated volatility rate
    
    
    71.79
    %Average dividend yield
    
    
    0.00
    %
   F- 25




---



##### Table of Contents



2009Average risk-free rate of return
    
    
    2.47
    %Contractual life of option
    
    5.2 yearsAverage estimated volatility rate
    
    
    63.18
    %Average dividend yield
    
    
    0.00
    %
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term
    
    
    Value of Options$
    
    
    
    
    
    
    $Outstanding, as of January 1, 2009
    
    
    
    
    
    
    Granted
    
    
    8,692,000
    
    
    
    4.23Replacement under the Options Replacement Program
    
    
    3,609,000
    
    
    
    0.64Exercised
    
    
    Forfeited
    
    
    (154,500
    )
    
    
    4.43Modified
    
    
    (504,500
    )
    
    
    3.00Cancelled
    
    
    (300,000
    )
    
    
    3.50Outstanding, as of December 31, 2009
    
    
    11,342,000
    
    
    
    3.16
    
    
    7.86 years
    
    
    88,649,505Expected to vest as of December 31, 2009
    
    
    10,681,370
    
    
    
    3.16
    
    
    7.86 years
    
    
    83,485,999Exercisable as of December 31, 2009
    
    
    615,469
    
    
    
    0.64
    
    
    4.97 years
    
    
    6,361,154
   F- 26




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##### Table of Contents



Restricted Shares:
  No. of
    
    
    Weighted AverageRestricted Shares
    
    
    Grant-Date Fair ValueUnvested as of January 1, 2009
    
    
    
    
    
    
    Granted
    
    
    300,000
    
    
    
    2.59Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Unvested as of December 31, 2009
    
    
    300,000
    
    
    
    2.59
   10. Employee Benefit Plans
  11. Distribution of Profits
    12. Segment Information
    F- 27




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##### Table of Contents



Real EstateInformation
    
    
    Real Estate
    
    
    Real Estateand Consulting
    
    
    Advertising
    
    
    Online2009
    
    Service
    
    
    Service
    
    
    Service
    
    
    Non-Allocated
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Revenues from external customers
    
    
    68,045,340
    
    
    
    13,778,533
    
    
    
    13,829,937
    
    
    
    
    
    
    
    95,653,810Cost of revenues
    
    
    (1,865,697
    )
    
    
    (6,014,185
    )
    
    
    (4,930,280
    )
    
    
    
    
    
    
    (12,810,162
    )Selling, general and administrative expenses
    
    
    (22,723,019
    )
    
    
    (5,690,497
    )
    
    
    (11,359,944
    )
    
    
    (8,275,069
    )
    
    
    (48,048,529
    )Gain from settlement of pre-existing relationship
    
    
    2,100,832
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,100,832Income (loss) from operations
    
    
    45,557,456
    
    
    
    2,073,851
    
    
    
    (2,460,287
    )
    
    
    (8,275,069
    )
    
    
    36,895,951Interest income
    
    
    166,521
    
    
    
    27,635
    
    
    
    23,722
    
    
    
    61,201
    
    
    
    279,079Other income, net
    
    
    2,481,451
    
    
    
    
    
    
    
    5,814
    
    
    
    237,767
    
    
    
    2,725,032Income (loss) before taxes and equity in an associate
    
    
    48,205,428
    
    
    
    2,101,486
    
    
    
    (2,430,751
    )
    
    
    (7,976,101
    )
    
    
    39,900,062Income tax benefit (expense)
    
    
    (6,710,032
    )
    
    
    (553,666
    )
    
    
    957,085
    
    
    
    
    
    
    
    (6,306,613
    )Income (loss) before equity in affiliates
    
    
    41,495,396
    
    
    
    1,547,820
    
    
    
    (1,473,666
    )
    
    
    (7,976,101
    )
    
    
    33,593,449Income from investment in affiliates
    
    
    
    
    
    
    
    
    
    
    22,015,607
    
    
    
    
    
    
    
    22,015,607Net income (loss)
    
    
    41,495,396
    
    
    
    1,547,820
    
    
    
    20,541,941
    
    
    
    (7,976,101
    )
    
    
    55,609,056
 Real EstateInformation
    
    
    Real Estateand Consulting
    
    
    Advertising2008
    
    Service
    
    
    Service
    
    
    Non-Allocated
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $Revenues from external customers
    
    
    49,116,061
    
    
    
    932,469
    
    
    
    
    
    
    
    50,048,530Cost of revenues
    
    
    (2,855,398
    )
    
    
    (41,849
    )
    
    
    
    
    
    
    (2,897,247
    )Selling, general and administrative expenses
    
    
    (13,776,504
    )
    
    
    (1,865,669
    )
    
    
    (4,177,700
    )
    
    
    (19,819,873
    )Income (loss) from operations
    
    
    32,484,159
    
    
    
    (975,049
    )
    
    
    (4,177,700
    )
    
    
    27,331,410Interest income
    
    
    415,512
    
    
    
    3,779
    
    
    
    1,226
    
    
    
    420,517Foreign exchange loss
    
    
    (1,323,858
    )
    
    
    
    
    
    
    (17,307
    )
    
    
    (1,341,165
    )Income (loss) before taxes and equity in an associate
    
    
    31,575,813
    
    
    
    (971,270
    )
    
    
    (4,193,781
    )
    
    
    26,410,762Income tax benefit (expense)
    
    
    (4,917,503
    )
    
    
    196,488
    
    
    
    
    
    
    
    (4,721,015
    )Income (loss) before equity in affiliates
    
    
    26,658,310
    
    
    
    (774,782
    )
    
    
    (4,193,781
    )
    
    
    21,689,747Income from investment in affiliates
    
    
    
    
    
    
    
    
    
    
    153,700
    
    
    
    153,700Net income (loss)
    
    
    26,658,310
    
    
    
    (774,782
    )
    
    
    (4,040,081
    )
    
    
    21,843,447
 Geographic
   F- 28




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##### Table of Contents



Major customers
  Years Ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Customer A
    
    
    *
    
    
    
    28,321,400
    
    
    
    28,374,431Customer B
    
    
    *
    
    
    
    *
    
    
    
    10,846,980Customer C
    
    
    *
    
    
    
    7,788,385
    
    
    
    *Customer D
    
    
    *
    
    
    
    5,144,560
    
    
    
    *Customer E
    
    
    1,774,818
    
    
    
    *
    
    
    
    *Customer F
    
    
    1,690,435
    
    
    
    *
    
    
    
    *Customer G
    
    
    1,690,435
    
    
    
    *
    
    
    
    *
 
 *
    
    indicates the revenue from these customers was less than 10% in the stated periods.  Years Ended December 31,2008
    
    
    2009$
    
    
    $Customer A
    
    
    7,666,854
    
    
    
    *Customer B
    
    
    *
    
    
    
    6,150,942Customer C
    
    
    8,047,270
    
    
    
    *Customer H
    
    
    *
    
    
    
    4,210,564Customer I
    
    
    *
    
    
    
    5,179,182Customer J
    
    
    *
    
    
    
    3,368,519
 
 *
    
    indicates the accounts receivables from the customer was less than 10% as at the stated year end. 13. Related Party Balances and Transactions
  Company Name
    
    Relationship with the GroupE-House
    
    Under common control of E-House HoldingsShanghai JinYue Real Estate Development Co., Ltd.
    
    Mr. Xin Zhou, co-chairman of CRIC, is a
director of the entityE-House China Real Estate Investment Fund I, L.P. (the Fund)
    
    Partially owned by Mr. Xin Zhou,
co-chairman of CRICSINA
    
    Mr. Charles Chao, co-chairman of CRIC, is
a director and chief executive officer
of the entity (since October 16, 2009)
    F- 29




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##### Table of Contents



Years Ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Corporate selling, general and administrative expenses allocated from E-House (Note 1)
    
    
    624,654
    
    
    
    3,516,284
    
    
    
    2,477,446Corporate service provided by E-House under onshore/offshore transitional service
agreement (Note 1)
    
    
    
    
    
    
    
    
    
    
    583,650Information and consulting services provided to E-House
    
    
    98,568
    
    
    
    
    
    
    
    6,338,045Advertising services provided to E-House
    
    
    
    
    
    
    169,928
    
    
    
    2,378,823Online advertising agency fee paid to SINA
    
    
    
    
    
    
    
    
    
    
    852,153
     As of December 31,2008
    
    
    2009$
    
    
    $Shanghai JinYue Real Estate Development Co., Ltd.
    
    
    146,314
    
    
    
    E-House
    
    
    5,326,545
    
    
    
    147,962SINA
    
    
    
    
    
    
    6,102,606Management
    
    
    
    
    
    
    1,050,000Total
    
    
    5,472,859
    
    
    
    7,300,568
      F- 30




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##### Table of Contents



Year Ended December 31,2008
    
    
    2009$
    
    
    $Balance at January 1
    
    
    2,160,269
    
    
    
    Collection of loans granted to E-House
    
    
    (2,061,701
    )
    
    
    Loans received from E-House
    
    
    (8,400,000
    )
    
    
    (2,499,977
    )Corporate expenses allocated from E-House
    
    
    (3,516,284
    )
    
    
    (2,477,446
    )Group revenues, net of expenses, collected by E-House
    
    
    924,514
    
    
    
    3,474,446Related party balance waivers
    
    
    10,991,770
    
    
    
    1,502,977Service provided to E-House
    
    
    169,928
    
    
    
    8,716,868Consulting service fee collected by E-House on behalf of CRIC
    
    
    
    
    
    
    1,148,711Transitional services fee charged from E-House
    
    
    
    
    
    
    (583,650
    )Payments received for services
    
    
    (268,496
    )
    
    
    (7,846,514
    )Balance at December 31
    
    
    
    
    
    
    1,435,415
 14. Commitments and contingencies
 a) Operating lease commitments
   Year Ending December 31
    
    $2010
    
    
    2,510,1232011
    
    
    1,622,7852012
    
    
    1,041,8222013
    
    
    641,8432014
    
    
    379,566Total
    
    
    6,196,139
  F- 31




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##### Table of Contents



(b) Contingencies
   F- 32




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##### Table of Contents



Appendix 1
 Entities included in the consolidated financial statements
  Percentage ofDate of
    
    Place of
    
    ownershipincorporation
    
    incorporation
    
    (%)CRIC (China) Information Technology Co., Ltd.
    
    April 26, 2006
    
    BVI
    
    
    100Shanghai CRIC Information Technology Co., Ltd.
    
    July 3, 2006
    
    PRC
    
    
    100E-House (China) Information Technology Service Limited
    
    January 15, 2008
    
    BVI
    
    
    100Hong Kong CRIC Information Technology Company Limited
    
    February 25, 2008
    
    Hong Kong
    
    
    100Shanghai CRIC Software Technology Co., Ltd.
    
    June 13, 2008
    
    PRC
    
    
    100Richpoint Overseas Ltd.
    
    April 7, 2008
    
    BVI
    
    
    85CRIC Information Technology Ltd.
    
    May 23, 2008
    
    Hong Kong
    
    
    85Wuhan CRIC Information Technology Co., Ltd.
    
    June 19, 2008
    
    PRC
    
    
    100Chengdu CRIC Information Technology Co., Ltd.
    
    April 21, 2008
    
    PRC
    
    
    100Shanghai
Tian Zhuo Advertising Co., Ltd.
    
    February 27, 2008
    
    PRC
    
    VIEShanghai Landpro Advertising Design Co., Ltd.
    
    December 19, 2008
    
    PRC
    
    
    100
    *Guangzhou Integrated Residential Building Industry Facility Co., Ltd.
    
    July 15, 2004
    
    PRC
    
    
    100
    *Wushi Consolidated (Beijing) Advertising Media Co., Ltd.
    
    July 28, 2008
    
    PRC
    
    
    60Portal Overseas Ltd.
    
    January 02, 2008
    
    BVI
    
    
    100Portal Holdings Ltd.
    
    February 25, 2008
    
    Hong Kong
    
    
    100Shanghai ShineLend Property Management Limited
    
    April 29, 2008
    
    PRC
    
    
    100Shanghai
Yifang Software Co., Ltd.
    
    February 27, 2009
    
    PRC
    
    
    100China Real Estate Business Network Technology Ltd.
    
    December 17, 2007
    
    PRC
    
    
    100Guangzhou
Real Estate Business Network Software Technology Co., Ltd.
    
    August 11, 2008
    
    PRC
    
    
    100Status Holding Ltd.
    
    October 30, 2008
    
    Hong Kong
    
    
    90Status Company Ltd.
    
    August 08, 2008
    
    BVI
    
    
    90Shanghai Ruizhe Information Technology Co., Ltd.
    
    July 4, 2008
    
    PRC
    
    
    100Shenzhen Fangyou Software Technology Co., Ltd.
    
    September 13, 2002
    
    PRC
    
    
    90China Online Housing (Hong Kong) Co., Ltd.
    
    December 17, 2007
    
    Hong Kong
    
    
    100China Online
Housing Technology Corporation
    
    December 29, 2007
    
    Cayman
    
    
    100China Real Estate Information (HK) Ltd.
    
    December 21, 2009
    
    Hong Kong
    
    
    100Beijing
Yisheng Leju Information Service Co., Ltd.
    
    February 13, 2008
    
    PRC
    
    VIEShanghai SINA Leju Information Technology Co., Ltd.
    
    May 8, 2008
    
    PRC
    
    
    100
    **CRIC (HK) Property Consultants Co., Ltd.
    
    September 16, 2009
    
    Hong Kong
    
    
    100CRIC Property Consultants Co., Ltd.
    
    November 24, 2009
    
    BVI
    
    
    100
 
 *:
    
    Wholly owned subsidiaries of
Shanghai Tian Zhuo Advertising Co., Ltd.**:
    
    Wholly owned subsidiaries of
Beijing Yisheng Leju Information Service Co., Ltd.  F- 33