Exhibit 4.16






Exhibit 4.16




LOAN AGREEMENT




BETWEEN




XUDONG ZHU

JUN LUO




AND




SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD.




DATED SEPTEMBER 29, 2009




 









 







LOAN AGREEMENT



This LOAN AGREEMENT (“this Agreement”) is entered into on September 29, 2009 by:





	1.	 	XUDONG ZHU
	 
	 	 	Identity Card Number: 310108196710054852
	 
	2.	 	JUN LUO
	 
	 	 	Identity Card Number: 310110196801064214




(XUDONG ZHU and JUN LUO are collectively referred to as the “Borrowers”)





	3.	 	SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. (the “Lender”)
	 
	 	 	Registered Address: Room 11A, 971 Dongfang Road, Pudong New District, Shanghai




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



WHEREAS:





	1.	 	Beijing Yisheng Leju Information Service Co., Ltd. (“Beijing Yisheng Leju”) is a limited
liability company duly incorporated and validly existing in Beijing, China under the laws of
the PRC, mainly operating the internet information service and advertising business, of which
the registered address is Room 806-810, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District,
Beijing and the registered capital is RMB1,000,000 (in words: one million Yuan).
	 
	2.	 	Fei Cao, Jingning Shao and the Borrowers entered into an Equity Interest Transfer Agreement
(the “Equity Interest Transfer Agreement”) on September 29, 2009. According to the Equity
Interest Transfer Agreement, Fei Cao and Jingning Shao agreed to transfer all the equity
interest they held in the company to the Borrowers (the “Equity Interest Transfer”).
	 
	3.	 	The Lender intends to provide a loan to XUDONG ZHU and JUN LUO respectively for their
acquisition of the equity interest in Beijing Yisheng Leju according to the Equity Interest
Transfer Agreement.




In order to clarify the rights and obligations of the Lender and the Borrowers under


 









 








the above loan arrangement, the Parties hereby agree as follows:




ARTICLE ONE DEFINITIONS





	1.1	 	Unless otherwise specified in this Agreement, the following terms used in this Agreement shall
have the meanings prescribed thereto below.
	 
	 	 	“Loan” means the loan provided by the Lender to the Borrowers in the amount of RMB1,000,000
(in words: one million Yuan) pursuant to Article 2.1, among which a loan in the amount of
RMB800,000 (in words: eight hundred thousand Yuan) is provided to XUDONG ZHU, and a loan in
the amount of RMB200,000 (in words: two hundred thousand Yuan) is provided to JUN LUO.
	 
	 	 	“Outstanding Amount” means the respective unpaid amount payable by the Borrowers under the
Loan.
	 
	 	 	“PRC” means the People’s Republic of China, for the purpose of this Agreement, excluding Hong
Kong, Macao, and Taiwan.
	 
	 	 	“Term” has the meaning prescribed in Article 4.1 hereof.
	 
	 	 	“Repayment Notice” has the meaning prescribed in Article 5.2 hereof.
	 
	 	 	“Repayment Request” has the meaning prescribed in Article 5.3 hereof.
	 
	 	 	“Confidential Information” has the meaning prescribed in Article 7.1 hereof.
	 
	 	 	“Available Rights” has the meaning prescribed in Article 10.5 hereof.
	 
	1.2	 	Any reference in this Agreement to the following terms shall be interpreted as the following
meanings.
	 
	 	 	“Article” shall be interpreted as an article in this Agreement, unless otherwise specified in
the context of this Agreement.
	 
	 	 	“Taxes” shall be interpreted to include any taxes, fees, duties, or other charges of the same
nature (including but not limited to any penalties or interests related to any unpaid or
overdue amount of such Taxes).
	 
	 	 	“Borrowers” or “Lender” shall be interpreted to include the successors and assignees of such
Party.
	 
	1.3	 	Unless otherwise specified, any reference in this Agreement to this Agreement or any other
agreement or document shall, as the case may be, be interpreted as the




 









 








	 	 	reference to the amendments, modifications, replacements or supplements to this Agreement or
such other agreement or document that are already made or may be made in the future from time
to time.





ARTICLE TWO LOAN





	2.1	 	Pursuant to the terms and conditions of this Agreement, the Lender agrees to provide the Loan
in the amount of RMB1,000,000 (in words: one million Yuan) to the Borrowers within five (5)
days after this Agreement takes effect, among which the Lender shall provide a loan in the
amount of RMB800,000 (in words: eight hundred thousand Yuan) to XUDONG ZHU and a loan in the
amount of RMB200,000 (in words: two hundred thousand Yuan) to JUN LUO.
	 
	 	 	The Borrowers cannot use the Loan under this Agreement unless for the purpose of the payment
of the purchase price for the Equity Interest Transfer made according to the Equity Interest
Transfer Agreement. Without the prior written consent of the Lender, the Borrowers cannot use
any part of the Loan for any other purpose.
	 
	2.2	 	The Parties confirm that the Borrowers shall repay the Loan to the Lender in accordance with,
and perform all of its other obligations under, this Agreement.
	 
	2.3	 	The Borrowers shall enter into an equity interest pledge agreement with the Lender in
accordance with the requirements of the Lender, to pledge, in favor of the Lender, all of its
equity interest in Beijing Yisheng Leju held after the Equity Interest Transfer takes effect,
to secure the Borrowers’ performance of all of their obligations under this Agreement. The
Borrowers shall also cooperate with the Lender to register the equity interest pledge
agreement with the competent administration for industry and commerce.





ARTICLE THREE INTEREST




The Lender confirms that there shall be no interest accruing on the Loan.




ARTICLE FOUR TERM





	4.1	 	The term of any part of the Loan under this Agreement shall commence on the date on which the
Lender provides the Loan to the Borrowers and end on the earliest of (1) the twentieth
(20th) anniversary of the effective date of this Agreement, (2) the expiration date
of the business term of the Lender (including its business term as extended), and (3) the
expiration date of the business term of Beijing Yisheng Leju (including its business term as
extended) (the “Term”).





ARTICLE FIVE REPAYMENT




 









 








	5.1	 	On the expiration date of the Term, unless the Parties unanimously agree to extend the Term
to the extent permitted by the applicable laws and regulations, the Borrowers shall fully
repay the Outstanding Amount on a one-off basis. Under such circumstance, to the extent not
in violation of the applicable laws and regulations, the Lender has the right to purchase,
itself or by any designated third party, all of the equity interest in Beijing Yisheng Leju
held by the Borrowers at that time, the purchase price for which shall be equal to the
Outstanding Amount.
	 
	5.2	 	During the Term, the Lender may, at any time, determine at its sole discretion to accelerate
the repayment of the Loan and require any or both of the Borrowers to repay all or any part of
the Outstanding Amount by a written notice to any of the Borrowers thirty (30) days in advance
(the “Repayment Notice”).
	 
	 	 	If the Lender requires any of the Borrowers to repay any amount pursuant to the previous
Paragraph, to the extent not in violation of the applicable laws and regulations, the Lender
has the right to purchase, itself or by any designated third party, certain portion of the
equity interest in Beijing Yisheng Leju held by such Borrower, the purchase price for which
shall be equal to that portion of the Outstanding Amount required to be repaid, and the
percentage of the equity interest required to be sold against the equity interest in Beijing
Yisheng Leju held by such Borrower on the effective date of this Agreement shall be equal to
the percentage of the Outstanding Amount required to be repaid against the total amount of the
Loan borrowed by such Borrower under this Agreement.
	 
	5.3	 	To the extent the applicable laws and regulations allow the Lender to hold the equity
interest in Beijing Yisheng Leju, any of the Borrowers may, at any time, give a repayment
request to the Lender thirty (30) days in advance to request to prepay all or any part of the
Outstanding Amount (the “Repayment Request”).
	 
	 	 	Under such circumstance, to the extent not in violation of the applicable laws and
regulations, the Lender has the right to purchase, itself or by any designated third party,
certain portion of the equity interest in Beijing Yisheng Leju held by the Borrower proposing
the repayment, the purchase price for which shall be equal to that portion of the Outstanding
Amount proposed to be repaid, provided that the percentage of the equity interest required to
be sold against the equity interest in Beijing Yisheng Leju held by such Borrower on the
effective date of this Agreement shall be equal to the percentage of the Outstanding Amount
proposed to be repaid against the total amount of the Loan borrowed by such Borrower under
this Agreement.
	 
	5.4	 	The Borrower required or proposing to repay any amount shall repay the relevant Outstanding
Amount in cash or in such other manner as approved by the Lender in writing in advance and
permitted by the applicable laws and regulations.




 









 








	5.5	 	When the Borrowers repay the Outstanding Amount pursuant to the above provisions of this
Article 5, the Parties shall complete the equity interest transfer provided in this Article 5
at the same time to ensure that, at the same time when the Outstanding Amount is repaid, the
Lender or any third party designated by the Lender has lawfully and fully accepted the
relevant equity interest in Beijing Yisheng Leju pursuant to the above provisions, and such
equity interest is free and clear of any pledge or any other form of encumbrance. When the
equity interest in Beijing Yisheng Leju is to be transferred pursuant to the above provisions,
the Borrowers shall provide all reasonable assistance and shall waive all of their rights of
first refusal to purchase such equity interest.
	 
	5.6	 	After the Borrowers transfer all of their equity interest in Beijing Yisheng Leju to the
Lender or any third party designated by the Lender and repay all of the Outstanding Amount
pursuant to the above provisions of this Article 5, the Borrowers have no obligations of
repayment under this Agreement.





ATTICLE SIX TAXES




The Lender shall assume all of the Taxes related to the Loan.




ARTICLE SEVEN CONFIDENTIALITY





	7.1	 	Irrespective of the termination of this Agreement, the Borrowers are obligated to keep
confidential the trade secrets, proprietary information, clients’ information and all other
information of confidential nature related to the Lender that are known to or received by the
Borrowers as a result of the execution or performance of this Agreement (collectively the
“Confidential Information”). The Borrowers shall not use such Confidential Information for
any purpose other than for the performance of its obligations under this Agreement. Unless
otherwise approved by the Lender in writing in advance or required by the relevant laws or
regulations, the Borrowers shall not disclose any of the Confidential Information to any third
party.
	 
	7.2	 	The Confidential Information does not include:






	 	(a)	 	the information that has been lawfully acquired by the Party receiving the
information before as evidenced by certain written evidence;
	 
	 	(b)	 	the information entering the public domain without attribution to any fault of the
Party receiving the information; and
	 
	 	(c)	 	the information lawfully acquired by the Party receiving the information from other
sources after being received by the Party.





 









 








	7.3	 	After the termination of this Agreement, the Borrowers shall, as requested by the Lender,
return, destroy, or otherwise dispose of all of the documents, datum, or software provided by
the Lender that contain any Confidential Information, and stop using the Confidential
Information.
	 
	7.4	 	Notwithstanding any other provision of this Agreement, the effect of this Article 7 shall not
be affected by the suspension or termination of this Agreement.





ARTICLE EIGHT NOTICE





	8.1	 	Any notice, request, demand or other correspondence required under or in accordance with this
Agreement shall be delivered to the related Party in writing.
	 
	8.2	 	The above notice or other correspondence, shall be deemed to be delivered (i) upon being sent
out if by facsimile or electric transmission, or (ii) upon handover in person if by hand
delivery; or (iii) upon the fifth (5th) day of being posted if by mail.





ARTICLE NINE DEFAULT LIABILITIES





	9.1	 	The Borrowers undertake to indemnify the Lender against any actions, charges, claims, costs,
damage, demands, expenses, liabilities, losses or procedures suffered or incurred by the
Lender due to any breach by the Borrowers of any of their obligations under this Agreement.
	 
	9.2	 	Notwithstanding any other provision of this Agreement, the effect of this Article shall not
be affected by the suspension or termination of this Agreement.





ARTICLE TEN MISCELLANEOUS





	10.1	 	This Agreement is written in Chinese in three (3) originals. Each of the Parties to this
Agreement shall hold one (1) original.
	 
	10.2	 	The execution, effectiveness, performance, modification, interpretation and termination of this
Agreement shall be governed by the laws of the PRC.
	 
	10.3	 	Any dispute arising out of or in connection with this Agreement shall be resolved by the
Parties through consultation. In the event the Parties fail to agree with each other within
thirty (30) days after the dispute arises, the dispute shall be submitted to China
International Economic and Trade Arbitration Commission Shanghai Commission for arbitration in
Shanghai in accordance with the arbitration rules thereof effective at the submission of the
application for arbitration. The arbitration award shall be final and binding upon the
Parties.




 









 








	10.4	 	Any right, power or remedy granted to each of the Parties by any provision of this Agreement
shall not preclude any other rights, powers or remedies that such Party is entitled to under
the laws and under any other provisions of this Agreement, and any Party’s exercise of any of
its rights, powers or remedies shall not preclude its exercise of any other rights, powers or
remedies that it is entitled to.
	 
	10.5	 	A Party’s failure or delay in exercising any of its rights, powers or remedies that it is
entitled to under this Agreement or under the laws (the “Available Rights”) shall not
constitute its waiver of such rights, nor shall any single or partial waiver of any Available
Rights by a Party preclude its exercise of those rights in another manner or its exercise of
any other Available Rights.
	 
	10.6	 	The headings in this Agreement are written for the ease of reference only, and shall in no
event be used for, or affect, the interpretation to this Agreement.
	 
	10.7	 	Each provision of this Agreement is severable and independent from any of the other provisions.
If at any time any one or more provisions of this Agreement become invalid, illegal or
unenforceable, the validity, legality and enforceability of the other provisions of this
Agreement shall not be affected thereby.
	 
	10.8	 	This Agreement, upon taking effect, shall supersede any other legal documents executed by the
Parties in respect of the subject of this Agreement. Any amendment or supplement to this
Agreement shall not come into effect unless made in writing and duly executed by the Parties.
	 
	10.9	 	Without the prior written consent of the Lender, the Borrowers shall not transfer any of their
rights and/or obligations under this Agreement to any third party. The Lender has the right
to transfer any of its rights under this Agreement to any third party upon the prior written
notice to the other Parties.
	 
	10.10	 	After duly executed by the Parties, this Agreement will become effective immediately after the
Equity Interest Transfer takes effect.





[INTENTIONALLY LEFT BLANK BELOW]




 









 







[EXECUTION PAGE]



IN WITNESS WHEREOF, this LOAN AGREEMENT is executed by the following Parties on the date first
written above.




XUDONG ZHU




Signature: /s/ Xudong Zhu




JUN LUO




Signature: /s/ Jun LUO




SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD.




(Seal)




	 	 	 	 	 
	Signature:

	 	/seal/
 

	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 
	 	 	 	 
	Title: