Exhibit 4.9





Exhibit 4.9




AMENDED AND RESTATED LOAN AGREEMENT




BETWEEN




XIN ZHOU




AND




SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD.




DATED JULY 20, 2009




 









 




AMENDED AND RESTATED LOAN AGREEMENT




This AMENDED AND RESTATED LOAN AGREEMENT (“this Agreement”) is entered into on July 20, 2009 by and
between:




	1.	 	XIN ZHOU, a citizen of the People’s Republic of China, whose identity card number is
310109671031081 (the “Borrower”); and
	 
	2.	 	SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD., a limited liability company incorporated
under the laws of the PRC, of which the legal address is Room 308, Building A of the
Technology Building, No.149 Yanchang Road, Zhabei District, Shanghai (the “Lender”).





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



WHEREAS:




	1.	 	Shanghai Tian Zhuo Advertising Co., Ltd. (“Tian Zhuo Advertising”) is a limited liability
company incorporated under the laws of the PRC, of which the registered address is Room 201,
Building 2, No.38 Haiguang Road, Shanyang Town, Jinshan District, Shanghai and the registered
capital is RMB1,000,000 (in words: one million Yuan).
	 
	2.	 	The Borrower and Shanghai Real Estate Sales (Group) Co. Ltd. (“E-house
Shanghai”) entered into the Loan Agreement in the amount of RMB18,000,000 (in words: eighteen
million Yuan) on July 8, 2008 (the “Original Loan Agreement”).
	 
	3.	 	The Borrower, the Lender and E-house Shanghai entered into the Agreement on Transfer of
Contractual Rights and Obligations on July 20, 2009, whereby the Lender assumed all rights and
obligations of E-house Shanghai under the Original Loan Agreement and became the lender under
the Original Loan Agreement in substitution for E-house Shanghai.
	 
	4.	 	The Parties agree to amend, supplement and restate the Original Loan Agreement to clarify the
rights and obligations of the Borrower and the Lender under the above arrangement of the loan.





THEREFORE, the Parties hereby enter into this Agreement 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 Borrower as described in Article 2.1 of
this Agreement in the amount of RMB18,000,000 (in words: eighteen million Yuan).
	 
	 	 	“Shareholder Loan Agreement” means the Loan Agreement entered into by the Borrower and Tian
Zhuo Advertising on July 8, 2008 in the amount of RMB18,000,000 (in words: eighteen million
Yuan).
	 
	 	 	“Shareholder Loan” means the loan provided by the Borrower to Tian Zhuo Advertising in
accordance with the Shareholder Loan Agreement in the amount of RMB18,000,000 (in words:
eighteen million Yuan).
	 
	 	 	“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.
	 
	 	 	“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).
	 
	 	 	“Borrower” 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	 	The Parties confirm that, by the execution of this Agreement, the Lender has provided to the
Borrower the Loan in the amount of RMB18,000,000 (in words: eighteen million Yuan), and the
Borrower has, in accordance with the Original Loan Agreement, used the Loan in a entirety to
extend the Shareholder Loan to Tian Zhuo Advertising for its subscription and contribution to
the registered capital of Wushi Consolidated (Beijing) Advertising Media Co. Ltd..
	 
	2.2	 	The Parties confirm that the Borrower shall repay the Loan to the Lender in accordance with,
and perform all of its other obligations under, this Agreement.
	 
	2.3	 	The Borrower 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 Tian Zhuo Advertising to secure the Borrower’s performance of all of its
obligations under this Agreement. The Borrower 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 the Loan under this Agreement shall commence on the date on which the Lender
provided the Loan to the Borrower and end on the earliest of (1) the twentieth
(20th) anniversary of the execution date of this Agreement, (2) the expiration date
of the business term of the Lender (including its business term as extended), (3) the
expiration date of the business term of Tian Zhuo Advertising (including its business term as
extended), and (4) if Tian Zhuo Advertising repays all or any part of the Shareholder Loan to
the Borrower in accordance with the Shareholder Loan Agreement, in respect of the amount out
of the Loan hereunder that is equivalent to such repayment, the date on which Tian Zhuo
Advertising repays such amount to the Borrower (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 Borrower shall fully repay
the outstanding part of the Loan on a one-off basis.
	 
	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 the Borrower to repay all or any part of the Loan by a
prior written notice. The Borrower shall, within thirty (30) days of its receipt of the
repayment notice, repay the Loan on a one-off basis and




 









 














	 	 	in the amount as required by the Lender in accordance with this Article. Without the prior
written consent of the Lender, the Borrower shall not prepay the Loan.
	 
	5.3	 	The Borrower shall repay the Loan in cash or in such other manner as approved by the Lender
in writing and permitted by the applicable laws and regulations.





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 Borrower is 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
Borrower as a result of the execution or performance of this Agreement (collectively the
“Confidential Information”). The Borrower 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 Borrower 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 Borrower 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 Borrower undertakes 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 Borrower of any of its 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 two (2) 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.
	 
	10.5A	 	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 shall come into effect upon executed by the Parties to amend, supplement and
restate the Original Loan Agreement between the Lender and the Borrower. In the event of any
conflict or inconsistency between any provision of the Original Loan Agreement and those of
this Agreement, the provisions of this Agreement shall prevail.
	 
	10.9	 	Any amendment or supplement to this Agreement shall not come into effect unless made in writing
and duly executed by the Parties.
	 
	10.10	 	Without the prior written consent of the Lender, the Borrower shall not transfer any of its
rights and/or obligations under this Agreement to any third party. The Lender has the right
to transfer any of its rights and/or obligations under this Agreement to any third party upon
the prior written notice to the Borrower.





[INTENTIONALLY LEFT BLANK BELOW]




 









 










[EXECUTION PAGE]




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



	 	 	 	 	 
	XIN ZHOU


 	 	 
	Signature:  	/S/Xin Zhou
 	 	 
	 
	SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD.



(Seal)

 	 
	Signature:  	/seal/
 	 	 
	
Name:  	 	 	 
	
Title: