Exhibit 4.20






Exhibit 4.20




EXECUTION VERSION




CONFIDENTIAL



 




SHARE PURCHASE AGREEMENT



 




between




SINA CORPORATION




and




CRIC HOLDINGS LIMITED




Dated as of July 23, 2009




 









 







TABLE OF CONTENTS




Page




ARTICLE I




DEFINITIONS




	 	 	 	 	 
	SECTION 1.01. Certain Defined Terms
	 	 	2	 
	SECTION 1.02. Definitions
	 	 	10	 
	SECTION 1.03. Interpretation and Rules of Construction
	 	 	12	 






ARTICLE II




TRANSFER OF SINA JV SHARES; SUBSCRIPTION OF SUBSCRIPTION SHARES




	 	 	 	 	 
	SECTION 2.01. Transfer of the SINA JV Shares
	 	 	12	 
	SECTION 2.02. Subscription of the Subscription Shares
	 	 	12	 
	SECTION 2.03. Closing
	 	 	13	 
	SECTION 2.04. Closing Deliveries by SINA
	 	 	13	 
	SECTION 2.05. Closing Deliveries by CRIC
	 	 	14	 
	SECTION 2.06. Shares
	 	 	14	 






ARTICLE III




REPRESENTATIONS AND WARRANTIES

OF SINA




	 	 	 	 	 
	SECTION 3.01. Organization, Authority and Qualification of SINA and Certain Subsidiaries
	 	 	15	 
	SECTION 3.02. Organization, Authority and Qualification of China Online
	 	 	16	 
	SECTION 3.03. Subsidiaries
	 	 	16	 
	SECTION 3.04. Capitalization
	 	 	18	 
	SECTION 3.05. Corporate Books and Records
	 	 	18	 
	SECTION 3.06. No Conflict
	 	 	19	 
	SECTION 3.07. Governmental Consents and Approvals
	 	 	19	 
	SECTION 3.08. Financial Information; Books and Records
	 	 	19	 
	SECTION 3.09. Absence of Undisclosed Liabilities
	 	 	20	 
	SECTION 3.10. Conduct in the Ordinary Course
	 	 	20	 
	SECTION 3.11. Litigation
	 	 	20	 
	SECTION 3.12. Compliance with Laws
	 	 	20	 
	SECTION 3.13. Material Contracts
	 	 	21	 
	SECTION 3.14. Intellectual Property
	 	 	22	 
	SECTION 3.15. Permits
	 	 	24	 
	SECTION 3.16. Real Property
	 	 	25	 
	SECTION 3.17. Assets
	 	 	25	 
	SECTION 3.18. Customers
	 	 	26	 






 









 







Page




	 	 	 	 	 
	SECTION 3.19. Employee Benefit Matters
	 	 	26	 
	SECTION 3.20. Labor Matters
	 	 	27	 
	SECTION 3.21. Key Employees
	 	 	27	 
	SECTION 3.22. Internal Controls
	 	 	28	 
	SECTION 3.23. Control Agreements
	 	 	28	 
	SECTION 3.24. Certain Interests
	 	 	29	 
	SECTION 3.25. Related Party Transactions
	 	 	29	 
	SECTION 3.26. Taxes
	 	 	29	 
	SECTION 3.27. Certain Business Practices
	 	 	30	 
	SECTION 3.28. Brokers
	 	 	30	 
	SECTION 3.29. Full and Accurate Disclosure
	 	 	30	 






ARTICLE IV




REPRESENTATIONS AND WARRANTIES

OF CRIC




	 	 	 	 	 
	SECTION 4.01. Organization and Authority of CRIC
	 	 	31	 
	SECTION 4.02. Subsidiaries
	 	 	31	 
	SECTION 4.03. Capitalization
	 	 	32	 
	SECTION 4.04. No Conflict
	 	 	33	 
	SECTION 4.05. Governmental Consents and Approvals
	 	 	33	 
	SECTION 4.06. Intellectual Property
	 	 	34	 
	SECTION 4.07. Customers
	 	 	35	 
	SECTION 4.08. Related Party Transactions
	 	 	36	 
	SECTION 4.09. Taxes
	 	 	36	 
	SECTION 4.10. Full and Accurate Disclosure
	 	 	36	 
	SECTION 4.11. Certain Business Practices
	 	 	37	 
	SECTION 4.12. Brokers
	 	 	37	 






ARTICLE V




ADDITIONAL AGREEMENTS




	 	 	 	 	 
	SECTION 5.01. Conduct of Business Prior to the Closing
	 	 	37	 
	SECTION 5.02. Access to Information
	 	 	42	 
	SECTION 5.03. Notice of Developments
	 	 	43	 
	SECTION 5.04. Release
	 	 	44	 
	SECTION 5.05. Amendment of Memorandum and Articles of Association
	 	 	44	 
	SECTION 5.06. Form F-1
	 	 	45	 
	SECTION 5.07. Confidentiality
	 	 	45	 
	SECTION 5.08. China Online Companies
	 	 	46	 
	SECTION 5.09. Transfer of China Online Trademarks
	 	 	46	 
	SECTION 5.10. Data from Third Party Providers
	 	 	46	 
	SECTION 5.11. China Online Shareholders’ Agreement
	 	 	46	 
	SECTION 5.12. Employee Benefits
	 	 	46	 
	SECTION 5.13. Ancillary Agreements
	 	 	47	 






 









 







Page




	 	 	 	 	 
	SECTION 5.14. Further Action
	 	 	47	 






ARTICLE VI




CONDITIONS TO CLOSING




	 	 	 	 	 
	SECTION 6.01. Conditions to Obligations of SINA
	 	 	47	 
	SECTION 6.02. Conditions to Obligations of CRIC
	 	 	48	 






ARTICLE VII




INDEMNIFICATION




	 	 	 	 	 
	SECTION 7.01. Survival of Representations and Warranties
	 	 	48	 
	SECTION 7.02. Indemnification by SINA
	 	 	49	 
	SECTION 7.03. Indemnification by CRIC
	 	 	49	 
	SECTION 7.04. Limits on Indemnification
	 	 	50	 
	SECTION 7.05. Notice of Loss; Third Party Claims
	 	 	50	 
	SECTION 7.06. Exclusive Remedy
	 	 	51	 






ARTICLE VIII




TERMINATION, AMENDMENT AND WAIVER




	 	 	 	 	 
	SECTION 8.01. Termination
	 	 	51	 
	SECTION 8.02. Effect of Termination
	 	 	52	 






ARTICLE IX




GENERAL PROVISIONS




	 	 	 	 	 
	SECTION 9.01. Expenses
	 	 	52	 
	SECTION 9.02. Notices
	 	 	52	 
	SECTION 9.03. Public Announcements
	 	 	53	 
	SECTION 9.04. Severability
	 	 	54	 
	SECTION 9.05. Entire Agreement
	 	 	54	 
	SECTION 9.06. Assignment
	 	 	54	 
	SECTION 9.07. Amendment
	 	 	54	 
	SECTION 9.08. Waiver
	 	 	54	 
	SECTION 9.09. No Third Party Beneficiaries
	 	 	54	 
	SECTION 9.10. Currency
	 	 	55	 
	SECTION 9.11. Set Off
	 	 	55	 
	SECTION 9.12. Specific Performance
	 	 	55	 
	SECTION 9.13. Governing Law; Arbitration.
	 	 	55	 
	SECTION 9.14. Counterparts
	 	 	56	 






 









 








	 	 	 
	SCHEDULES	 	 
	 
	 	 
	Schedule A

	 	Draft Form F-1
	Schedule 3.14(b)

	 	List of Trademark Registrations and Application
	Schedule 4.03(e)

	 	List of Shareholders Post-Closing
	 
	 	 
	SINA Disclosure Schedule
	CRIC Disclosure Schedule






	 	 	 
	EXHIBITS	 	 
	 
	 	 
	Exhibit A

	 	Shareholders Agreement
	Exhibit B

	 	Registration Rights Agreement







 











 







     SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of July 23, 2009, between SINA
CORPORATION, a company organized under the laws of the Cayman Islands (“SINA”), and CRIC
HOLDINGS LIMITED, a company organized under the laws of the Cayman Islands (“CRIC”).



     WHEREAS, China Online Housing Technology Corporation, a company organized under the laws of
the Cayman Islands (“China Online”) operates an online real estate media platform in the
PRC that provides information and updates related to real estate, home furnishing and construction
in China and provides real estate, home furnishing and construction advertising services (the
“China Online Business”);



     WHEREAS, SINA owns 33,000,000 ordinary shares (the “SINA JV Shares”) of China Online,
par value $1.00 each (the “China Online Shares”), representing 66% of the issued and
outstanding China Online Shares, and E-house (China) Information Technology Service Limited, a
company organized under the laws of the British Virgin Islands (“E-House Info”), owns
17,000,000 China Online Shares, representing 34% of the issued and outstanding China Online Shares;



     WHEREAS, SINA wishes to transfer to CRIC the SINA JV Shares upon the terms and subject to the
conditions set forth herein;



     WHEREAS, on or prior to the consummation of the transactions contemplated by this Agreement,
SINA and China Online will enter into an Amended and Restated Agency Agreement (the “Agency
Agreement”);



     WHEREAS, on or prior to the consummation of the transactions contemplated by this Agreement,
Shanghai SINA Leju Information Technology Co. Ltd., a wholly-owned subsidiary of China Online HK
(the “China Online WFOE”), will enter into (i) an Amended and Restated Software License
Agreement with SINA WFOE (as defined below) (the “Software License Agreement”), (ii) an
Amended and Restated Domain Name License Agreement with Beijing SINA Information Service Co., Ltd.,
a PRC limited liability company controlled by SINA (“Beijing SINA”) (the “Domain Name
License Agreement”), and (iii) an Amended and Restated Trademark License Agreement with Beijing
SINA (the “Trademark License Agreement”);



     WHEREAS, in consideration for the foregoing, CRIC wishes to issue to SINA, and SINA wishes to
subscribe from CRIC, at the Closing, on the terms and subject to the conditions set forth herein,
ordinary shares of CRIC, par value $.0002 each (“CRIC Shares”), representing 39% of all
CRIC Shares (excluding (i) any CRIC Shares to be issued in the IPO and (ii) any CRIC Shares to be
issued upon exercise, conversion or exchange of options or other securities) (the “Subscription
Shares”);



     WHEREAS, CRIC (i) provides real estate information and consulting services and real estate
advertising services and (ii) operates a business-to-business and business-to-consumer Internet
platform targeting participants in the real estate industry, as currently conducted or contemplated
to be conducted by CRIC or its Subsidiaries anywhere in the world, (the “CRIC Business”);
and



1









 







     WHEREAS, on or prior to the consummation of the transactions contemplated by this Agreement,
SINA and E-House (China) Holdings Limited (“E-House”) will enter into a shareholders
agreement (the “Shareholders Agreement”), substantially in the form attached hereto as
Exhibit A.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants
hereinafter set forth, and intending to be legally bound, SINA and CRIC hereby agree as follows:



ARTICLE I




DEFINITIONS




     SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:



     “Action” means any claim, action, suit, arbitration, inquiry, proceeding or
investigation, whether known or unknown, pleaded or unpleaded, direct or indirect, matured or
un-matured, material or immaterial, contingent or absolute, by or before any Governmental
Authority.



     “Affiliate” means, with respect to any specified Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such specified Person.



     “Ancillary Agreements” means the Agency Agreement, the Software License Agreement, the
Domain Name License Agreement, the Trademark License Agreement, the Shareholders Agreement, the
Registration Rights Agreement and the Mutual Waivers.



     “Balance Sheet Date” means December 31, 2008.



     “Business Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by Law to be closed in Beijing.



     “China Online Assets” means the properties and assets of the China Online Companies,
including the China Online Leased Real Property and any China Online Intellectual Property or IT
Assets, in each case, used or intended to be used in the conduct of the China Online Business or
otherwise owned, leased or used by the China Online Companies, and, with respect to contract
rights, the benefits of all contracts, agreements and other arrangements used or intended to be
used by China Online Companies in or relating to the conduct of the China Online Business.



     “China Online Companies” means China Online, the China Online Subsidiaries, the China
Online Domestic Entity, and any and all other corporations, partnerships, limited liability
companies, joint ventures, associations and other entities controlled by China Online directly or
indirectly through one or more intermediaries, including any variable interest entity controlled by
and consolidated with China Online and any Person that is not a natural Person and that is controlled by a China Online Company.



2









 







     “China Online Domestic Entity” means Beijing Yisheng Leju Information Services Co.,
Ltd.



     “China Online F-1 Disclosure” shall mean any and all information, statements or other
disclosure in the Draft Form F-1 or the Final Form F-1 relating to, describing, derived from or
otherwise concerning SINA, any of its Affiliates (including any China Online Company) and any
director, officer or employee of any of the foregoing, or any China Online Assets, the China Online
Financial Statements, China Online Interim Financial Statements and those elements of the pro forma
financial statements of CRIC and China Online based upon the financial statements or financial or
accounting records of China Online.



     “China Online HK” means China Online Housing (Hong Kong) Co. Limited, a company
organized under the laws of Hong Kong and a wholly-owned subsidiary of China Online.



     “China Online Intellectual Property” means China Online Owned Intellectual Property
and China Online Licensed Intellectual Property.



     “China Online IP Agreements” means all (i) licenses of Intellectual Property to any
China Online Company, and (ii) licenses of Intellectual Property by any China Online Company to
third parties.



     “China Online Leased Real Property” means the Real Property leased by any China Online
Company as tenant, together with, to the extent leased by any China Online Company, all buildings
and other structures, facilities or improvements currently or hereafter located thereon, all
fixtures, systems, equipment and items of personal property of any China Online Company attached or
appurtenant thereto and all easements, licenses, rights and appurtenances relating to the
foregoing.



     “China Online Licensed Intellectual Property” means all Intellectual Property owned by
third parties (including SINA or any of its Affiliates) and licensed to any China Online Company
pursuant to the China Online IP Agreements.



     “China Online Material Adverse Effect” means any circumstance, change in or effect on
the China Online Companies or the China Online Business that, individually or in the aggregate with
all other circumstances, changes in or effects on the China Online Companies or the China Online
Business: (a) is or is reasonably likely to be materially adverse to the business, operations,
assets or liabilities (including contingent liabilities), employee relationships, customer or
supplier relationships, results of operations or the condition (financial or otherwise) of the
China Online Companies or the China Online Business or (b) is reasonably likely to materially and
adversely affect the ability of the China Online Companies to operate or conduct the China Online
Business in the manner in which it is currently or contemplated to be operated or conducted by the
China Online Companies; provided, however, that none of the following, either alone
or in combination, shall be considered in determining whether there has been a breach of a representation, warranty, covenant or agreement that is
qualified by the term “China Online Material Adverse Effect”: (i) events, circumstances, changes
or effects that generally affect the industries in which the China Online Companies operate
(including legal and



3









 









regulatory changes), (ii) general economic conditions or events,
circumstances, changes or effects affecting the securities markets generally, or (iii) changes
arising from the consummation of the transactions or the announcement of the execution of this
Agreement; provided, that, with respect to clauses (i) and (ii), any such
circumstance, change or effect shall be included to the extent such circumstance, change or effect
has a materially disproportionate effect on the China Online Companies or the China Online Business
as compared to other industry participants.



     “China Online Owned Intellectual Property” means (i) all Intellectual Property owned
by, under obligation of assignment to, or purported herein or in the SINA Disclosure Schedule to be
owned by any China Online Company; and (ii) the Transferred Trademarks.



     “China Online Products” means all products (and for the avoidance of doubt, excludes
consulting services) made commercially available or otherwise distributed to third parties by any
China Online Company, including, as applicable, any and all China Online Software so made available
or distributed.



     “China Online Receivables” means any and all accounts receivable, notes and other
amounts receivable from third parties, including customers and employees, arising from the conduct
of the China Online Business before the Closing, whether or not in the ordinary course, together
with any unpaid financing charges accrued thereon.



     “China Online Software” means all Software owned by, under obligation of assignment
to, or purported herein or in the SINA Disclosure Schedule to be owned by any China Online Company.



     “China Online Stock Option Plan” means the China Online Housing Technology Corporation
2008 Share Incentive Plan, as may be amended from time to time.



     “China Online Subsidiaries” means China Online HK and China Online WFOE.



     “Closing Date” means the date on which the Closing takes place.



     “control” (including the terms “controlled by” and “under common control
with”), with respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly or as trustee, personal representative or executor, of the power
to direct or cause the direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee, personal representative or executor, by contract,
credit arrangement or otherwise.



     “CRIC Assets” means the properties and assets of the CRIC Companies, including any
CRIC Intellectual Property or IT Assets, in each case, used or intended to be used in the conduct
of the CRIC Business or otherwise owned, leased or used by the CRIC Companies, and, with respect to
contract rights, the benefits of all contracts, agreements and other arrangements used or intended
to be used by the CRIC Companies or in or relating to the conduct of the CRIC Business.



     “CRIC Companies” means CRIC, the CRIC Subsidiaries, the CRIC Domestic Entities, and
any and all other corporations, partnerships, limited liability companies, joint



4









 









ventures,
associations and other entities controlled by CRIC directly or indirectly through one or more
intermediaries, including any variable interest entity controlled by and consolidated with CRIC and
any Person that is not a natural Person and that is controlled by a CRIC Company.



     “CRIC Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of
the date hereof, delivered by CRIC to SINA in connection with this Agreement.



     “CRIC Domestic Entities” means Shanghai Tian Zhuo Advertising Co., Ltd., a PRC
variable interest entity controlled by and consolidated with CRIC, and its Subsidiaries.



     “CRIC Financial Statements” means the audited consolidated balance sheet of CRIC for
the fiscal year ended as of December 31, 2008, and the related audited consolidated statements of
income, retained earnings, shareholders’ equity and cash flows of CRIC, together with all related
notes and schedules thereto, accompanied by the reports thereon of CRIC’s independent auditors.



     “CRIC Intellectual Property” means CRIC Owned Intellectual Property and CRIC Licensed
Intellectual Property.



     “CRIC IP Agreements” means all (i) licenses of Intellectual Property to CRIC, and (ii)
licenses of Intellectual Property by any CRIC Company to third parties.



     “CRIC Licensed Intellectual Property” means all Intellectual Property owned by third
parties (including E-House or any of its Affiliates) and licensed to any CRIC Company pursuant to
the CRIC IP Agreements.



     “CRIC Material Adverse Effect” means any circumstance, change in or effect on the CRIC
Companies or the CRIC Business that, individually or in the aggregate with all other circumstances,
changes in or effects on the CRIC Companies or the CRIC Business: (a) is or is reasonably likely
to be materially adverse to the business, operations, assets or liabilities (including contingent
liabilities), employee relationships, customer or supplier relationships, results of operations or
the condition (financial or otherwise) of the CRIC Companies or the CRIC Business or (b) is
reasonably likely to materially and adversely affect the ability of the CRIC Companies to operate
or conduct the CRIC Business in the manner in which it is currently or contemplated to be operated
or conducted by the CRIC Companies; provided, however, that none of the following,
either alone or in combination, shall be considered in determining whether there has been a breach of a representation, warranty, covenant or
agreement that is qualified by the term “CRIC Material Adverse Effect”: (i) events, circumstances,
changes or effects that generally affect the industries in which the CRIC Companies operate
(including legal and regulatory changes), (ii) general economic conditions or events,
circumstances, changes or effects affecting the securities markets generally, or (iii) changes
arising from the consummation of the transactions or the announcement of the execution of this
Agreement; provided, that, with respect to clauses (i) and (ii), any such
circumstance, change or effect shall be included to the extent such circumstance, change or effect
has a materially disproportionate effect on the CRIC Companies or the CRIC Business as compared to
other industry participants.



5









 







     “CRIC Owned Intellectual Property” means all Intellectual Property owned by, under
obligation of assignment to, or purported herein or in the CRIC Disclosure Schedule to be owned by
any CRIC Company.



     “CRIC Permit” means any permit, certificate, license, consent, franchise, waiver or
authorization of any Governmental Authority obtained or possessed by CRIC in respect of the CRIC
Business or the CRIC Assets.



     “CRIC Post-Closing Information” means any and all of the following information of or
relating to any CRIC Company or China Online Company: all trade secrets, unpublished Intellectual
Property, product development, price, customer and supplier lists, pricing and marketing plans,
policies and strategies, details of client and consultant contracts, operating methods, product
development techniques, business acquisition plans, new personnel acquisition plans, information
relating to their respective customers, suppliers, creditors, business partners and others having
dealings with any of them, and all other information which is of a confidential or proprietary
nature with respect to the CRIC Companies or the China Online Companies.



     “CRIC Products” means all products (and for the avoidance of doubt, excludes
consulting services) made commercially available or otherwise distributed to third parties by CRIC,
including, as applicable, any and all CRIC Software so made available or distributed.



     “CRIC Share Incentive Plan” means the CRIC Holdings Limited 2008 Share Incentive Plan
approved by the shareholders of CRIC on September 9, 2008.



     “CRIC Software” means all Software owned by, under obligation of assignment to, or
purported herein or in the CRIC Disclosure Schedule to be owned by any CRIC Company.



     “CRIC Subsidiaries” means the Subsidiaries of CRIC.



     “Draft Form F-1” means the draft Form F-1 registration statement, a copy of which is
attached hereto as Schedule A.



     “Encumbrance” means with respect to any asset (including any security) any security
interest, pledge, hypothecation, mortgage, lien, license, claim, charge, title retention, right to acquire, option, levy, proxy, right of first refusal, and any other
encumbrance or condition whatsoever.



     “Final Form F-1” means the registration statement on form F-1 declared effective by
the SEC in connection with the IPO, together with (i) all pricing and related information (and
information dependent thereon) and (ii) any post-effective amendment thereto, together forming part
of the “general disclosure package” or “time of sale information” to be conveyed to investors in
the IPO, as contemplated by the underwriting agreement for the IPO.



     “GAAP” means generally accepted accounting principles and practices in the United
States in effect from time to time applied consistently throughout the periods involved.



6









 







     “Governmental Authority” means any federal, national, supranational, state,
provincial, local or other government, governmental, regulatory or administrative authority, agency
or commission or any court, tribunal, or judicial or arbitral body.



     “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Authority.



     “Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person,
whether or not contingent, for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services, (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), (e) all obligations of such
Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as
capital leases, (f) all obligations, contingent or otherwise, of such Person under acceptance,
letter of credit or similar facilities, (g) all obligations of such Person to purchase, redeem,
retire, defease or otherwise acquire for value any capital stock of such Person or any warrants,
rights or options to acquire such capital stock, valued, in the case of redeemable preferred stock,
at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (h) all Indebtedness of others referred to in clauses (a) through (g) above guaranteed
directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly
by such Person through an agreement (I) to pay or purchase such Indebtedness or to advance or
supply funds for the payment or purchase of such Indebtedness, (II) to purchase, sell or lease (as
lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling
the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness
against loss, (III) to supply funds to or in any other manner invest in the debtor (including any
agreement to pay for property or services irrespective of whether such property is received or such
services are rendered), or (IV) otherwise to assure a creditor against loss, and (i) all
Indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance
on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or
become liable for the payment of such Indebtedness.



     “Indemnified Party” means a SINA Indemnified Party or a CRIC Indemnified Party, as the
case may be.



     “Indemnifying Party” means SINA pursuant to Section 7.02 or CRIC pursuant to Section
7.03, as the case may be.



     “Intellectual Property” means, in any and all jurisdictions worldwide, all (i)
patents, utility models, inventions and discoveries, statutory invention registrations, mask works,
invention disclosures, and industrial designs, community designs and other designs, (ii)
trademarks, service marks, domain names, uniform resource locators, trade dress, trade names, logos
and other identifiers of source, including the goodwill symbolized thereby or associated therewith,
(iii) works of authorship (including Software) and copyrights, and moral rights, design rights and
database rights therein and thereto, (iv) confidential and proprietary information,



7









 









including trade
secrets, know-how and invention rights, (v) rights of privacy and publicity, (vi) registrations,
applications, renewals, continuations, continuations-in-part, substitutions and extensions for any
of the foregoing in (i)-(v), and (vii) any and all other proprietary rights.



     “IPO” means the initial public offering of CRIC Shares and simultaneous listing of
CRIC Shares on Nasdaq National Market or the New York Stock Exchange.



     “IT Assets” means all Software, systems, servers, computers, hardware, firmware,
middleware, networks, data communications lines, routers, hubs, switches and all other information
technology equipment, and all associated documentation.



     “Law” means any federal, national, supranational, state, provincial, local or similar
statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including
common law).



     “Liabilities” means any and all debts, liabilities and obligations, whether accrued or
fixed, absolute or contingent, matured or unmatured or determined or determinable, including those
arising under any Law, Action or Governmental Order and those arising under any contract,
agreement, arrangement, commitment or undertaking.



     “Market Capitalization” means (a) the sum of the number of issued and outstanding CRIC
Shares immediately prior to the Closing plus the number of CRIC Shares to be issued in the IPO,
multiplied by (b) the IPO price (exclusive of any underwriting discounts or commissions) per CRIC
Share set forth in the Final Form F-1.



     “Modern Information” means Modern Information Ltd., a company organized under the laws
of the British Virgin Islands.



     “Off-the-Shelf Software” means, with respect to any Person, all Software that is
commercially available off-the-shelf Software that (i) has not been modified or customized for such
Person, and (ii) is licensed to such Person for a one-time or annual fee of $10,000 or less.



     “Permitted Encumbrances” means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced and as to which
CRIC or China Online, as the case may be, is not otherwise subject to civil or criminal liability
due to its existence: (a) liens for Taxes not yet due and payable, for which adequate reserves
have been maintained in accordance with GAAP; (b) Encumbrances imposed by Law, such as
materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens
arising in the ordinary course of business securing obligations that (i) are not overdue for a
period of more than 30 days and (ii) are not in excess of $10,000 in the case of a single property
or $100,000 in the aggregate at any time; (c) pledges or deposits to secure obligations under
workers’ compensation laws or similar legislation or to secure public or statutory obligations; and
(d) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on
title to real property that (i) were not incurred in connection with any Indebtedness, (ii) do not
render title to the property encumbered thereby unmarketable, and (iii) do not, individually or in
the aggregate, materially and adversely affect the value of or the use of such property for its
current and anticipated purposes.



8









 







     “Person” means any individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization or other entity, as well as any syndicate
or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended.



     “PRC” means the People’s Republic of China.



     “Public Software” means any Software that is distributed as freeware, shareware, open
source Software (e.g., Linux) or under similar licensing or distribution models that (i) require
the licensing or distribution of source code of such Software to any other Person, (ii) prohibit or
limit the receipt of consideration in connection with sublicensing or distributing any such
Software, (iii) allow any Person to decompile, disassemble or otherwise reverse-engineer any such
Software, or (iv) require the licensing of any such Software to any other Person for the purpose of
making derivative works. For the avoidance of doubt, “Public Software” includes, without
limitation, Software licensed or distributed under any of the following licenses or distribution
models (or licenses or distribution models similar thereto): (i) the GNU General Public License
(GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla
Public License; (iv) the Netscape Public License; (v) the BSD License; (vi) the Apache License; and
(x) any other license or distribution model described by the Open Source Initiative in its Open
Source Definition as set forth on www.opensource.org.



     “Real Property” means all land, buildings, improvements and fixtures erected thereon
and all appurtenances related thereto.



     “Registered” means issued by, registered, recorded or filed with, renewed by or the
subject of a pending application before any Governmental Authority or Internet domain name
registrar.



     “Registration Rights Agreement” means the Registration Rights Agreement to be entered
between E-House, SINA and CRIC as at the Closing, substantially in the form attached hereto as
Exhibit B.



     “SEC” means the United States Securities and Exchange Commission, or any successor
thereto.



     “SINA Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of
the date hereof, delivered by SINA to CRIC in connection with this Agreement.



     “SINA Post-Closing Information” means any and all of the following information of or
relating to SINA or any of its Subsidiaries (excluding any China Online Company): all trade
secrets, unpublished Intellectual Property, product development, price, customer and supplier
lists, pricing and marketing plans, policies and strategies, details of client and consultant
contracts, operating methods, product development techniques, business acquisition plans, new
personnel acquisition plans, information relating to their respective customers, suppliers,
creditors, business partners and others having dealings with any of them, and all other information
which is of a confidential or proprietary nature with respect to SINA or any of its Subsidiaries
(excluding any China Online Company).



9









 







     “SINA WFOE” means SINA.com Technology (China) Co. Ltd., a limited liability company in
the PRC and a wholly-owned subsidiary of SINA.



     “Software” means all (i) computer programs, applications, systems and code, including
software implementations of algorithms, models and methodologies, program interfaces, and source
code and object code, (ii) Internet and intranet websites, databases and compilations, including
data and collections of data, whether machine-readable or otherwise, (iii) development and design
tools, library functions and compilers, (iv) technology supporting websites, and the contents and
audiovisual displays of websites, and (v) media, documentation and other works of authorship,
including user manuals and training materials, relating to or embodying any of the foregoing or on
which any of the foregoing is recorded.



     “Subsidiaries” means, with respect to any Person, any and all corporations,
partnerships, limited liability companies, joint ventures, associations and other entities
controlled by such Person directly or indirectly through one or more intermediaries.



     “Tax” or “Taxes” means all national, federal, state, local municipal and
foreign direct and indirect taxes, duty, fees, charges, imposts or levy and other assessments of a
similar nature including, without limiting the generality of the foregoing: (i) taxes or other
charges on or with respect to income, franchises, windfall or other profits, gross receipts,
profits, sales, use, shares, payroll, operation of a business, employment, social security, workers’ compensation, unemployment compensation or net
worth; (ii) taxes or other charges in the nature of excise, withholding, ad valorem, stamp,
transfer, value added or gains taxes; (iii) license, registration and documentation fees; (iv)
customs duties, countervailing duties, anti-dumping duties, safeguard duties, tariffs excise
duties, sales tax, service tax, goods and services tax and similar charges and (v) obligations
pursuant to laws of escheat or unclaimed or abandoned property, in the case of each of the
foregoing clause (i) through (v), whether imposed directly or through withholding and including any
interest, fine, surcharge, increases, charges, fees, additions to tax, for failure to pay, deduct,
withhold or delay in payment of tax or otherwise or penalties applicable thereto.



     “Tax Returns” means any and all returns, reports and forms (including elections,
declarations, amendments, schedules, information returns or attachments thereto) required to be
filed with a Governmental Authority with respect to Taxes.



     “Transaction Documents” means this Agreement and all other documents delivered or
required to be delivered by any party pursuant to this Agreement, including the Ancillary
Agreements.



     “Transferred Trademarks” means the trademark registrations and application set forth
in Section 3.14(b) of the SINA Disclosure Schedule.



     SECTION 1.02. Definitions. The following terms have the meanings set forth in the
Sections set forth below:



	 	 	 
	Definition	 	Location
	 
	 	 
	“Adjusted Option”
	 	5.12(b)






10









 








	 	 	 
	Definition	 	Location
	 
	 	 
	“Agency Agreement”
	 	Recitals
	“Agreement”
	 	Preamble
	“Beijing SINA”
	 	Recitals
	“China Online”
	 	Recitals
	“China Online Business”
	 	Recitals
	“China Online Control Agreements”
	 	3.23
	“China Online Financial Statements”
	 	3.08(a)
	“China Online Interim Financial Statements”
	 	3.08(a)
	“China Online Material Contracts”
	 	3.13(a)
	“China Online Option”
	 	5.12(b)
	“China Online Permit”
	 	3.15
	“China Online Plans”
	 	3.19(a)
	“China Online Related Party Transaction”
	 	3.25
	“China Online Shares”
	 	Recitals
	“China Online WFOE”
	 	Recitals
	“Closing”
	 	2.03
	“Confidentiality Agreement”
	 	5.07(a)
	“CRIC”
	 	Preamble
	“CRIC Business”
	 	Recitals
	“CRIC Indemnified Party”
	 	7.02
	“CRIC Related Party Transaction”
	 	4.08
	“CRIC Shares”
	 	Recitals
	“Dispute”
	 	9.13(b)
	“Domain Name License Agreement”
	 	Recitals
	“E-House”
	 	Recitals
	“E-House Info”
	 	Recitals
	“HKIAC”
	 	9.13(b)(i)
	“HKIAC Rules”
	 	9.13(b)(i)
	“Loss”
	 	7.02
	“Mutual Waivers”
	 	5.04
	“Non-Consented Disclosure”
	 	5.06
	“Public Filing Date”
	 	5.06
	“Recipient”
	 	5.07(b)
	“Related Party Transaction Approval Process”
	 	5.05
	“Released Parties”
	 	5.04
	“Releasing Parties”
	 	5.04
	“Shareholders Agreement”
	 	Recitals
	“SINA”
	 	Preamble
	“SINA Employee”
	 	5.12(c)
	“SINA Indemnified Party”
	 	7.03
	“SINA JV Shares”
	 	Recitals
	“Software License Agreement”
	 	Recitals
	“Subscription Shares”
	 	Recitals
	“Third Party Claim”
	 	7.05(b)






11









 








	 	 	 
	Definition	 	Location
	 
	 	 
	“Trademark License Agreement”
	 	Recitals






     SECTION 1.03. Interpretation and Rules of Construction. In this Agreement, except to
the extent otherwise provided or that the context otherwise requires:




     (a) when a reference is made in this Agreement to an Article, Section, Exhibit or
Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this
Agreement unless otherwise indicated;




     (b) the table of contents and headings for this Agreement are for reference purposes
only and do not affect in any way the meaning or interpretation of this Agreement;




     (c) whenever the words “include,” “includes” or “including” are used in this
Agreement, they are deemed to be followed by the words “without limitation”;




     (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when
used in this Agreement, refer to this Agreement as a whole and not to any particular
provision of this Agreement;




     (e) all terms defined in this Agreement have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto, unless otherwise defined
therein;




     (f) the definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms;




     (g) references to a Person are also to its successors and permitted assigns; and




     (h) the use of “or” is not intended to be exclusive unless expressly indicated
otherwise.




     (i) unless otherwise indicated, references to “$” are to US$, the lawful currency of
the United States of America.



ARTICLE II




TRANSFER OF SINA JV SHARES; SUBSCRIPTION OF SUBSCRIPTION SHARES




     SECTION 2.01. Transfer of the SINA JV Shares. Upon the terms and subject to the
conditions of this Agreement, at the Closing, SINA shall sell, convey, assign, transfer and deliver
to CRIC, the SINA JV Shares, and CRIC shall purchase the SINA JV Shares.



     SECTION 2.02. Subscription of the Subscription Shares. In consideration for the SINA
JV Shares and upon the terms and subject to the conditions of this Agreement, at the



12









 









Closing, CRIC
shall issue to SINA, and SINA shall subscribe from CRIC, the Subscription Shares.



     SECTION 2.03. Closing. Subject to the terms and conditions of this Agreement, the
sale and purchase of the SINA JV Shares and the issuance of and subscription for the Subscription
Shares, each as contemplated by this Agreement shall take place at a closing (the
“Closing”) to be held at the offices of Shearman & Sterling LLP, 12th Floor East
Tower, Twin Towers, B-12 Jianguomenwai Dajie, Beijing at 11:00 a.m. Beijing time following the
satisfaction or waiver of all of the conditions to the obligations of the parties hereto set forth
in Section 6.01 and Section 6.02 (other than such conditions as can only be satisfied
contemporaneous with Closing) on the closing date of the IPO. All deliveries to be made or other
actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or
action shall be deemed complete until all such deliveries and actions have been completed or the
relevant parties have agreed to waive such delivery or action. If the Closing does not occur, any
delivery made or other action taken at the Closing shall be deemed not to have occurred and be
without force or effect and the receiving party must within ten (10) Business Days return any such
delivery to the delivering party unless otherwise instructed by the delivering party.



     SECTION 2.04. Closing Deliveries by SINA. At the Closing, SINA shall deliver or
cause to be delivered to CRIC:




    (a) share certificates evidencing the SINA JV Shares duly and validly endorsed in
favor of CRIC, or accompanied by stock powers duly and validly executed by SINA, in either
case, sufficient to vest in CRIC full and valid title to such SINA JV Shares and with all
required share transfer tax stamps affixed;




    (b) executed counterparts of each Ancillary Agreement to which SINA or any of its
Subsidiaries is a party;




    (c) a true and complete copy of resolutions duly and validly adopted by the Board of
Directors of SINA evidencing its authorization and approval of (i) the execution and
delivery of this Agreement and the Ancillary Agreements, (ii) the transfer of the SINA JV
Shares to CRIC and the entry of CRIC into the record book of China Online as the record
owner of the SINA JV Shares and (iv) the consummation of the transactions contemplated
hereby and thereby;




    (d) a certificate of an authorized officer of SINA certifying as to the incumbency of
the director or officer (who shall not be the Chief Executive Officer) executing this
Agreement and the other instruments, documents, certificate and agreements contemplated
hereby;




    (e) evidence, in form and substance reasonably satisfactory to CRIC, of the transfer
of the Transferred Trademarks as contemplated in Section 5.09 hereof; and




    (f) evidence, in form and substance reasonably satisfactory to CRIC, of the transfer
of all equity interest in Beijing SINA to a nominee or nominees acceptable to CRIC in its
sole discretion.



13









 







     SECTION 2.05. Closing Deliveries by CRIC. At the Closing, CRIC shall deliver to
SINA:




    (a) duly issued certificates representing the Subscription Shares, registered in the
name of SINA;




    (b) executed counterparts of each Ancillary Agreement to which CRIC or E-House is a
party;




    (c) a true and complete copy of the resolutions duly and validly adopted by the Board
of Directors of CRIC evidencing its authorization of the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby;




    (d) a certificate of an authorized officer of CRIC certifying as to the incumbency of
the director or officer (who shall not be the Chief Executive Officer) executing this Agreement and the other instruments, documents, certificate
and agreements contemplated hereby;




    (e) evidence, in form and substance reasonably satisfactory to SINA, of the transfer
by Modern Information to CRIC 78 ordinary shares, with no par value each, of E-House Info;
and




    (f) a true and complete copy of the share register of CRIC as of the Closing
reflecting the ownership of the number of issued and outstanding CRIC Shares beneficially
owned by E-House and Modern Information as set forth next to such shareholder’s name on
Schedule 4.03(e).



     SECTION 2.06. Shares.




    (a) The Subscription Shares shall not be registered under the Securities Act and,
shall be held subject to the restrictions on transfer and other provisions of the
Shareholders Agreement.




    (b) SINA hereby acknowledges and agrees that, in addition to the restrictions on
transfers of the Subscription Shares contained in the Shareholders Agreement, the
Subscription Shares have not been registered under the Securities Act and may not be
re-offered or sold except pursuant to a registration statement or an exemption from the
registration requirements of the Securities Act. SINA further acknowledges and agrees that
the certificates for such Subscription Shares, if issued, shall bear a legend in English as
follows, and CRIC’s transfer agent shall be instructed to annotate the Subscription Shares
in the share record book of CRIC with the following restriction:



     THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE
SECURITIES MAY NOT BE TRANSFERRED EXCEPT (I) IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE SECURITIES ACT



14









 









AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS,
(II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
AND FOREIGN SECURITIES LAWS OR (III) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.



     THE SECURITIES ARE SUBJECT TO THE PROVISIONS SET FORTH IN THE SHAREHOLDERS AGREEMENT,
DATED [•], 2009, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF CRIC HOLDINGS
LIMITED. SUCH SHAREHOLDERS AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN
RESTRICTIONS ON THE SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE. ANY SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THE SHAREHOLDERS AGREEMENT SHALL
BE NULL AND VOID.



ARTICLE III




REPRESENTATIONS AND WARRANTIES

OF SINA




     Except as set forth in the SINA Disclosure Schedule, SINA hereby represents and warrants to
CRIC, as of the date hereof or, if a representation or warranty is made as of a specified date, as
of such date, as set forth below. Each exception set forth in the SINA Disclosure Schedule is
identified by reference to the specific section or subsection of this Agreement and only relates to
and qualifies such section or subsection, unless it is reasonably apparent that such exception also
relates to another section or subsection, in which case it will also be deemed to relate to and
qualify such other section or subsection.



     SECTION 3.01. Organization, Authority and Qualification of SINA and Certain
Subsidiaries. Each of SINA, SINA WFOE and Beijing SINA is a corporation duly organized and
validly existing under the laws of the jurisdiction of its incorporation and has all necessary
corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry
out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. Each of SINA, SINA WFOE and Beijing SINA is duly licensed or qualified to do business
in each jurisdiction which the properties owned or leased by it or the operation of its business
makes such licensing or qualification necessary, except to the extent that the failure to be so
licensed or qualified would not (a) adversely affect the ability of SINA, SINA WFOE or Beijing SINA
to carry out its respective obligations under, and to consummate the transactions contemplated by,
this Agreement and the Ancillary Agreements to which they are, respectively, party or (b) adversely
affect the ability of the China Online Companies to conduct the China Online Business. The
execution and delivery of this Agreement and the Ancillary Agreements by each of SINA, SINA WFOE
and Beijing SINA to which they are, respectively, party, the performance by each of SINA, SINA WFOE
and Beijing SINA, of



15









 









its respective obligations hereunder and thereunder and the consummation by
each of SINA, SINA WFOE and Beijing SINA of the transactions contemplated hereby and thereby have
been duly authorized by all requisite action on the part of each of SINA, SINA WFOE and Beijing
SINA and its respective shareholders. This Agreement has been, and upon their execution the
Ancillary Agreements shall have been, duly executed and delivered by each of SINA, SINA WFOE and
Beijing SINA and (assuming due authorization, execution and delivery by CRIC) this Agreement
constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and
binding obligations of SINA, SINA WFOE and Beijing SINA, enforceable against SINA, SINA WFOE and
Beijing SINA in accordance with their respective terms.



     SECTION 3.02. Organization, Authority and Qualification of China Online. China
Online is a corporation duly organized and validly existing under the laws of the jurisdiction of
its incorporation and has all necessary corporate power and authority to enter into the Ancillary
Agreements to which it is named as a party, to carry out its obligations thereunder and to own,
operate or lease the properties and assets now owned, operated or leased by it and to carry on the
China Online Business as it has been and is currently conducted. China Online is duly licensed or
qualified to do business in each jurisdiction in which the properties owned or leased by it or the
operation of its business makes such licensing or qualification necessary or desirable, except to
the extent that the failure to be so licensed or qualified would not (a) adversely affect the
ability of SINA or the China Online Companies to carry out their respective obligations under, and
to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (b)
adversely affect the ability of the China Online Companies to conduct the China Online Business.
All corporate actions taken by China Online, including the execution and delivery of the Ancillary
Agreements and the consummation of the transactions contemplated thereby, have been duly
authorized, and China Online has not taken any action that in any respect conflicts with,
constitutes a default under, or results in a violation of, any provision of its Memorandum or
Articles of Association (or similar organizational documents). Upon the execution of the Ancillary
Agreements to which China Online is named as a party, such Ancillary Agreements shall have been
duly executed and delivered by China Online, and (assuming due authorization, execution and
delivery by any CRIC Company named as a party thereto) shall constitute, legal, valid and binding
obligations of China Online, enforceable against China Online in accordance with their respective
terms. True and correct copies of the Memorandum and Articles of Association (or similar
organizational documents) of China Online, each as in effect on the date hereof, have been
delivered by SINA to CRIC.



     SECTION 3.03. Subsidiaries. (a) Section 3.03(a) of the SINA Disclosure Schedule
sets forth a true and complete list of all the China Online Companies (other than China Online),
listing for each China Online Company its name, type of entity, the jurisdiction and date of its
incorporation or organization, its authorized capital stock, partnership capital or equivalent, the
number and type of its issued and outstanding shares of capital stock, partnership interests or
similar ownership interests and the current ownership of such shares, partnership interests or
similar ownership interests.



     (b) Other than those China Online Companies set forth in Section 3.03(a) of the SINA
Disclosure Schedule, there are no corporations, partnerships, joint ventures, associations or other
entities in which any China Online Company owns, of record or beneficially, any direct or indirect
equity or other interest or any right (contingent or otherwise)



16









 









to acquire the same. No China Online Company is a member of (nor is any part of the China Online Business conducted through) any
partnership nor is any China Online Company a participant in any joint venture or similar
arrangement.



     (c) Each China Online Company (other than China Online) that is a corporation: (i) is a
corporation duly organized and validly existing under the laws of its jurisdiction of
incorporation, (ii) has all necessary power and authority to enter into the Ancillary Agreements to which it is named as a party, to carry out its obligations
thereunder, to own, operate or lease the properties and assets owned, operated or leased by such
China Online Company and to carry on its business as it has been and is currently conducted by such
China Online Company and (iii) is duly licensed or qualified to do business in each jurisdiction in
which the properties owned or leased by it or the operation of its business makes such licensing or
qualification necessary or desirable, except to the extent that the failure to be so licensed or
qualified would not (x) adversely affect the ability of SINA or the China Online Companies to carry
out their respective obligations under, and to consummate the transactions contemplated by, this
Agreement and the Ancillary Agreements or (y) adversely affect the ability of such China Online
Company to conduct its business or the China Online Business. Each China Online Company that is
not a corporation: (i) is duly organized and validly existing under the laws of its jurisdiction
of organization, (ii) has all necessary power and authority to enter into the Ancillary Agreements
to which it is named a party, to own, operate or lease the properties and assets owned, operated or
leased by such China Online Company and to carry on its business as it has been and is currently
conducted by such China Online Company and (iii) is duly licensed or qualified to do business in
each jurisdiction in which the properties owned or leased by it or the operation of its business
makes such licensing or qualification necessary or desirable, except to the extent that the failure
to be so licensed or qualified would not (x) adversely affect the ability of SINA or the China
Online Companies to carry out their respective obligations under, and to consummate the
transactions contemplated by, this Agreement and the Ancillary Agreements or (y) adversely affect
the ability of such China Online Company to conduct its business or the China Online Business.



     (d) All corporate actions taken by each China Online Company (other than China Online),
including the execution and delivery of the Ancillary Agreements to which any China Online Company
is named a party and the consummation of the transactions contemplated thereby, have been duly
authorized and no China Online Company (other than China Online) has taken any action that in any
respect conflicts with, constitutes a default under or results in a violation of any provision of
its Memorandum or Articles of Association (or similar organizational documents). Upon the
execution of the Ancillary Agreements to which any China Online Company (other than China Online)
is named a party, such Ancillary Agreements shall have been duly executed and delivered by any such
China Online Companies party thereto, and (assuming due authorization, execution and delivery by
CRIC) shall constitute, legal, valid and binding obligations of such China Online Company,
enforceable against such China Online Company in accordance with their respective terms. True and
complete copies of the Memorandum and Articles of Association (or similar organizational
documents), in each case as in effect on the date hereof, of each China Online Company (other than
China Online) have been delivered by SINA to CRIC.



17









 







     SECTION 3.04. Capitalization. (a) The authorized capital stock of China Online
consists of 250,000,000 China Online Shares. As of the date hereof, (i) 50,000,000 China Online
Shares are issued and outstanding, all of which are validly issued, fully paid and non-assessable
and (ii) no China Online Shares are reserved for issuance pursuant to employee share options
granted pursuant to the China Online Stock Option Plan. None of the issued and outstanding China Online Shares was issued in
violation of any preemptive rights. Except for employee share options issued under the China
Online Stock Option Plan, true and correct details of which have been provided by SINA to CRIC,
there are no options, warrants, convertible securities or other rights, agreements, arrangements or
commitments of any character relating to the China Online Shares or obligating China Online to
issue or sell any China Online Shares, or any other interest in, China Online. There are no
outstanding contractual obligations of China Online to repurchase, redeem or otherwise acquire any
China Online Shares or to provide funds to, or make any investment (in the form of a loan, capital
contribution or otherwise) in, any other Person. Immediately upon consummation of the transactions
contemplated by this Agreement, the China Online Shares, including the SINA JV Shares, will be
fully paid, non-assessable and free and clear of all Encumbrances. There are no voting trusts,
shareholder agreements, proxies or other agreements or understandings in effect with respect to the
voting or transfer of any of the China Online Shares. The SINA JV Shares are owned of record and
beneficially by SINA free and clear of all Encumbrances. Upon transfer of the SINA JV Shares to
CRIC at the Closing in the manner provided in this Agreement, full and valid record and beneficial
title to the SINA JV Shares will fully and effectively vest in CRIC, free and clear of any
Encumbrances.



     (b) All the outstanding shares of capital stock of each China Online Company (other than China
Online) that is a corporation are validly issued, fully paid, non-assessable and, except with
respect to wholly owned China Online Companies, free of preemptive rights and are owned by China
Online, whether directly or indirectly, free and clear of all Encumbrances. There are no options,
warrants, convertible securities or other rights, agreements, arrangements or commitments of any
character relating to the capital stock of any China Online Company or obligating SINA or any China
Online Company to issue or sell any shares of capital stock of, or any other interest in, any China
Online Company. There are no voting trusts, shareholder agreements (other than as will be
terminated prior to the Closing), proxies or other agreements or understandings in effect with
respect to the voting or transfer of any shares of capital stock of or any other interests in any
China Online Company.



     (c) The share register of each China Online Company accurately records: (i) the name and
address of each Person owning shares of capital stock of such China Online Company and (ii) the
certificate number of each certificate evidencing shares of capital stock issued by such China
Online Company, the number of shares evidenced by each such certificate, the date of issuance
thereof and, in the case of cancellation, the date of cancellation.



     SECTION 3.05. Corporate Books and Records. The minute books of the China Online
Companies contain accurate records of all meetings and accurately reflect all other actions taken
by the shareholders, Boards of Directors and all committees of the Boards of Directors of the China
Online Companies in all material respects. Copies of all such minute books and of the share
register of each China Online Company have been provided by SINA to CRIC.



18









 







     SECTION 3.06. No Conflict. The execution, delivery and performance by each of SINA,
SINA WFOE and Beijing SINA and the China Online Companies of this Agreement and the Ancillary
Agreements to which they are, respectively, party, do not and will not (a) violate, conflict with
or result in the breach of the Memorandum or Articles of Association (or similar organizational
documents) of SINA, SINA WFOE, Beijing SINA or any China Online Company, (b) conflict with or
violate any Law or Governmental Order applicable to SINA, SINA WFOE, Beijing SINA or any China
Online Company or the assets, properties or businesses of SINA, SINA WFOE, Beijing SINA or any
China Online Company or (c) conflict with, result in any breach of, constitute a default (or event
which with the giving of notice or lapse of time, or both, would become a default) under, require
any consent under, or give to others any rights of termination, amendment, acceleration,
suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract,
agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which
SINA, SINA WFOE, Beijing SINA or any China Online Company is a party, except, in the case of
clauses (b) and (c), as would not (i) materially and adversely affect the ability of SINA, SINA
WFOE, Beijing SINA or any China Online Company to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii)
adversely affect the ability of the China Online Companies to conduct the China Online Business.



     SECTION 3.07. Governmental Consents and Approvals. The execution, delivery and
performance by SINA, SINA WFOE, Beijing SINA and the China Online Companies of this Agreement and
each Ancillary Agreement to which they are, respectively, party do not and will not require any
consent, approval, authorization or other order of, action by, filing with or notification to, any
Governmental Authority, except (a) where failure to obtain such consent, approval, authorization or
action, or to make such filing or notification, would not prevent or materially delay the
consummation by SINA, SINA WFOE, Beijing SINA or any China Online Company of the transactions
contemplated by this Agreement and the Ancillary Agreements or (b) as may be necessary as a result
of any facts or circumstances relating solely to CRIC or any of its Affiliates.



     SECTION 3.08. Financial Information; Books and Records. (a) True and complete
copies of (i) the audited consolidated balance sheet of China Online as of December 31, 2008, and
the related audited consolidated statements of income, retained earnings, shareholders’ equity and
cash flows of China Online for the nine (9) month period then ended, together with all related
notes and schedules thereto, accompanied by the reports thereon of China Online’s independent
auditors (collectively referred to herein as the “China Online Financial Statements”) and
(ii) the unaudited consolidated balance sheet of China Online as of March 31, 2009, and the related
unaudited consolidated statements of income, retained earnings, shareholders’ equity and cash flows
of China Online, together with all related notes and schedules thereto (collectively referred to
herein as the “China Online Interim Financial Statements”) have been delivered by SINA to
CRIC. The China Online Financial Statements and the China Online Interim Financial Statements (I)
were prepared in accordance with the books of account and other financial records of the China
Online Companies, (II) present fairly the consolidated financial condition and results of
operations of the China Online Companies as of the dates thereof or for the periods covered thereby, (III) have been
prepared in accordance with GAAP applied on a basis consistent with the past practices of China
Online, and (IV) include all adjustments (consisting only of normal recurring accruals) that are
necessary for a fair



19









 









presentation of the financial condition of the China Online Companies and the
results of the operations of the China Online Companies as of the dates thereof or for the periods
covered thereby.



     (b) The books of account and other financial records of the China Online Companies: (i)
reflect all items of income and expense and all assets and Liabilities required to be reflected
therein in accordance with GAAP applied on a basis consistent with the past practices of the China
Online Companies, respectively, (ii) are in all material respects complete and correct, and do not
contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in
accordance with good business and accounting practices.



     SECTION 3.09. Absence of Undisclosed Liabilities. There are no Liabilities of the
China Online Companies, other than Liabilities (a) reflected or reserved against on the China
Online Financial Statements, or (b) incurred since the Balance Sheet Date in the ordinary course of
business, consistent with past practice, of the China Online Companies and which do not and could
not have a China Online Material Adverse Effect. Reserves are reflected on the China Online
Financial Statements against all Liabilities of the China Online Companies in amounts that have
been established on a basis consistent with the past practices of the China Online Companies and in
accordance with GAAP.



     SECTION 3.10. Conduct in the Ordinary Course. Since the Balance Sheet Date, the
China Online Business has been conducted in the ordinary course consistent with past practice and
there has not occurred any China Online Material Adverse Effect.



     SECTION 3.11. Litigation. There are no Actions by or against any China Online
Company or by or against SINA or any Affiliate thereof relating to the China Online Business or
China Online Assets or affecting SINA’s or its Affiliates’ ability to perform their respective
obligations under this Agreement or any Ancillary Agreement, pending before any Governmental
Authority (or, to the knowledge of SINA after due inquiry, threatened to be brought by or before
any Governmental Authority). None of SINA, SINA WFOE, Beijing SINA, any China Online Company or
any of the China Online Assets is subject to any Governmental Order (nor, to the knowledge of SINA
after due inquiry, are there any such Governmental Orders threatened to be imposed by any
Governmental Authority) which has had a China Online Material Adverse Effect or could affect the
legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation
of the transactions contemplated hereby or thereby.



     SECTION 3.12. Compliance with Laws. Except as would not (i) adversely affect the
ability of SINA or any China Online Company to carry out its obligations under, and to consummate
the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii) materially
adversely affect the ability of the China Online Companies to conduct the China Online Business,
China Online Companies have conducted and continue to conduct the China Online Business in accordance with
all Laws and Governmental Orders applicable to the China Online Companies or the China Online
Assets, and none of the China Online Companies is in violation of any such Law or Governmental
Order.



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     SECTION 3.13. Material Contracts. (a) Section 3.13(a) of the SINA Disclosure
Schedule lists each of the following contracts and agreements (including oral agreements) of each
China Online Company (such contracts and agreements, together with all contracts, agreements,
leases and subleases concerning the use, occupancy, management or operation of any Real Property,
being “China Online Material Contracts”):




     (i) each contract, agreement, invoice, sales order, other arrangement or series
thereof the furnishing of services by any China Online Company that: (A) is likely to
involve consideration of more than $3,000,000 in the aggregate during the calendar year
ending December 31, 2009, (B) is likely to involve consideration of more than $3,000,000 in
the aggregate over the remaining term of the contract, (C) is entered into with any
customer listed in Section 3.18 of the SINA Disclosure Schedule, provided that
Section 3.13(a) of the SINA Disclosure Schedule need only include those that are likely to
involve consideration of more than $3,000,000 or (D) cannot be cancelled by such China
Online Company without penalty or further payment and without more than 30 days’ notice;




     (ii) all broker, distributor, dealer, franchise, agency, sales promotion, market
research, marketing, consulting and advertising contracts and agreements to which any China
Online Company is a party, provided that Section 3.13(a) of the SINA Disclosure
Schedule need only include those that are is likely to involve consideration of more than
$1,000,000;




     (iii) all collective bargaining or other labor union contracts applicable to any
persons employed or engaged by the China Online Business;




     (iv) all management contracts and contracts with independent contractors or
consultants (or similar arrangements) to which any China Online Company is a party and that
cannot be cancelled by such China Online Company without penalty or further payment and
without more than 30 days’ notice;




     (v) all contracts and agreements relating to Indebtedness of any China Online Company;




     (vi) all contracts and agreements with any Governmental Authority to which any China
Online Company is a party;




     (vii) all contracts and agreements that limit or purport to limit the ability of any
China Online Company to compete in any line of business or with any Person or in any
geographic area or during any period of time;




     (viii) all contracts and agreements between or among any China Online Company, on the
one hand, and its shareholders or any Affiliate thereof, on the other hand, other than any
Ancillary Agreements;




     (ix) all China Online IP Agreements other than agreements for Off-the-Shelf Software;



21









 








     (x) all contracts and agreements providing for benefits under any China Online Plan;
and




     (xi) all other contracts and agreements, whether or not made in the ordinary course of
business, which are material to the China Online Companies as a whole or the conduct of the
China Online Business, or the absence of which would have a China Online Material Adverse
Effect.



     (b) Each China Online Material Contract: (i) is in full force and effect and (ii) upon
consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall
continue in full force and effect without penalty or other adverse consequence. No China Online
Company, nor SINA or any of its Affiliates (to the extent a party), is in breach of, or default
under, any China Online Material Contract (except any China Online IP Agreement). No China Online
Company, nor SINA or any of its Affiliates (to the extent a party) is in material breach of, or
default under, any China Online IP Agreement. To the knowledge of SINA after due inquiry, no other
party to any China Online Material Contract is in breach thereof or default thereunder and China
Online has not received any notice of termination, cancellation, breach or default under any China
Online Material Contract. SINA has made available to CRIC true and complete copies of all China
Online Material Contracts.



     (c) There is no contract, agreement or other arrangement granting any Person any preferential
right to purchase any of the China Online Assets (other than in the ordinary course of business
consistent with past practice) or any of the China Online Shares.



     SECTION 3.14. Intellectual Property. (a) List of Intellectual Property. Section
3.14(a) of the SINA Disclosure Schedule sets forth a true and complete list of all (i) China Online
Owned Intellectual Property that is Registered, indicating for each such item, as applicable, the
application or registration number, date and jurisdiction of filing or issuance, and the identity
of the current applicant or registered owner, (ii) material unregistered trademarks and service
marks included in the China Online Owned Intellectual Property and (iii) material China Online
Products.



     (b) Section 3.14(b) of the SINA Disclosure Schedule sets forth a true and complete list of all
Registered trademarks that are exclusively used in the China Online Business and Registered in the
name of SINA or SINA WFOE (other than those trademarks that are licensed pursuant to the Trademark
License Agreement).



     (c) Ownership; Sufficiency. China Online has sufficient rights to use the China Online
Intellectual Property in connection with the operation of the China Online Business, all of which rights shall survive unchanged the consummation of the
transactions contemplated by the Transaction Documents. The China Online Intellectual Property
includes all Intellectual Property used or held for use in connection with the operation of the
China Online Business, and there are no other items of Intellectual Property that are material to
or necessary for the operation of the China Online Business or for the continued operation of the
China Online Business immediately after the Closing in substantially the same manner as operated
prior to the Closing. The China Online Companies are the exclusive owner of all right, title and
interest in and to each item of material China Online Owned Intellectual Property (other than
Transferred



22









 









Trademarks), free and clear of all Encumbrances (other than non-exclusive licenses
granted in the ordinary course of business consistent with past practice), or any obligation to
grant any Encumbrance. China Online has a valid license to use the material China Online Licensed
Intellectual Property in connection with the operation of the China Online Business, subject only
to the terms of the China Online IP Agreements.



     (d) Validity and Enforceability. The material China Online Owned Intellectual Property is (i)
valid, subsisting and enforceable, (ii) currently in compliance with any and all formal legal
requirements necessary to maintain the validity and enforceability thereof, and (iii) not subject
to any outstanding order, judgment, injunction, decree, ruling or agreement adversely affecting the
China Online Companies’ use thereof or rights thereto, or that would impair the validity or
enforceability thereof. The material Registered China Online Owned Intellectual Property is
currently in compliance with any and all formal legal requirements necessary to record and perfect
China Online’s interest therein and the chain of title thereof.



     (e) Infringement. Except as would not have a China Online Material Adverse Effect, the China
Online Companies, the operation of the China Online Business and the use of the China Online Owned
Intellectual Property in connection therewith do not, and have not in the last two (2) years,
infringed, misappropriated or otherwise violated or conflicted with the Intellectual Property
rights of any other Person. There is no action or claim pending, asserted or, to the knowledge of
SINA, threatened against any China Online Company or SINA concerning any of the foregoing, nor has
any China Online Company or SINA received any notification that a license under any other Person’s
Intellectual Property (other than licenses included in the China Online IP Agreements) is or may be
required to operate the China Online Business. To the knowledge of SINA, no Person is engaging, or
has engaged in the last two (2) years, in any activity that infringes, misappropriates or otherwise
violates or conflicts with any material China Online Owned Intellectual Property, and there is no
action or claim pending, asserted or threatened by any China Online Company against any other
Person concerning any of the foregoing.



     (f) Protection Measures. The China Online Companies have taken reasonable measures consistent
with industry standards to maintain the confidentiality and value of all confidential information
used or held for use in the operation of the China Online Business, including the source code for
any China Online Software or China Online Products and all other confidential China Online
Intellectual Property. To the knowledge of SINA, no material confidential information, trade secrets or other
confidential China Online Intellectual Property have been disclosed by the China Online Companies
to any Person except pursuant to appropriate non-disclosure and/or license agreements that obligate
such Person to keep such confidential information, trade secrets or other confidential China Online
Intellectual Property confidential and to the knowledge of SINA, no party thereto is in material
default of any such agreement.



     (g) Public Software. Except as would not have a China Online Material Adverse Effect, no
Public Software has been used by the China Online Companies in connection with any China Online
Software or China Online Product in a manner that requires the licensing, disclosure or
distribution of any source code (other than source code that is a part of such Public



23









 









Software) or limits the receipt of consideration in connection with the licensing or distribution of such China
Online Software or China Online Product to any other Person.



     (h) China Online IP Agreements. China Online has not granted nor is it obligated to grant any
Person any exclusive rights in, to or under any material China Online Intellectual Property.



     (i) IT Assets. The IT Assets owned by or licensed, pursuant to valid and enforceable license
agreements, to the China Online Companies (including the China Online Software) are adequate for,
and operate and perform in all material respects in accordance with their documentation and
functional specifications and otherwise as required in connection with, the operation of the China
Online Business. To the knowledge of SINA, the IT Assets owned by or licensed to China Online are
free from material bugs or other defects and do not contain any viruses. The China Online
Companies have implemented reasonable backup, security and disaster recovery measures and
technology consistent with industry practices, and, to the knowledge of SINA and except as has not
had or would not have a material impact on the China Online Companies or the China Online Business,
no Person has gained unauthorized access to any IT Assets owned or licensed by the China Online
Companies.



     CRIC acknowledges that in the event of a conflict between the representations and warranties
contained in this Section 3.14 and any other representation or warranty contained in this Agreement
with respect to Intellectual Property, including infringement, misappropriation or other violation
of Intellectual Property the representations and warranties contained in this this Section 3.14
shall govern.



     SECTION 3.15. Permits. SINA has made available to CRIC prior to the date hereof a
true and complete copy of each permit, certificate, license, consent, franchise, waiver or
authorization of any Governmental Authority (each, a “China Online Permit”) obtained or
possessed by China Online in respect of the China Online Business or the China Online Assets, each
of which is listed in Section 3.15 of the SINA Disclosure Schedule. China Online has obtained and
possess all China Online Permits and have made all registrations or filings with or notices to any
Governmental Authority necessary for the lawful conduct of the China Online Business as presently
conducted and operated, or necessary for the lawful ownership of its properties and assets or the
operation of the China Online Business as presently conducted and operated. Each such China Online Permit is valid and in full force and effect and the China
Online Companies are in material compliance with all such China Online Permits. Each such China
Online Permit is included in the China Online Assets. The consummation of the transactions
contemplated by this Agreement and the Ancillary Agreements will not result in the revocation,
cancellation or termination of, or any adverse amendment or modification to, any such China Online
Permit. Any applications for the renewal of any such China Online Permit that are due prior to the
Closing Date will be timely made or filed by the applicable China Online Company prior to the
Closing Date. No proceeding to modify, suspend, revoke, withdraw, terminate or otherwise limit any
such China Online Permit is pending or threatened and, to SINA’s knowledge after due inquiry, there
is no valid basis for any such proceeding, including the transactions contemplated by this
Agreement and the Ancillary Agreements. No administrative or governmental Action has been taken in
connection with the expiration,



24









 









continuance or renewal of any such China Online Permit and, to SINA’s knowledge after due inquiry, there is no valid basis for any such Action.



     SECTION 3.16. Real Property. (a) China Online does not own any Real Property.
Section 3.16(a) of the SINA Disclosure Schedule lists the street address of each parcel of China
Online Leased Real Property and the identity of the lessor, lessee and current occupant (if
different from lessee) of each such parcel of China Online Leased Real Property. SINA has
delivered to CRIC, true and complete copies of the leases in effect at the date hereof relating to
the China Online Leased Real Property and (ii) there has not been any sublease or assignment
entered into by any China Online Company in respect of the leases relating to the China Online
Leased Real Property.



     (b) There is no material violation of any Law (including any building, planning or zoning law)
relating to any of the China Online Leased Real Property. The China Online Companies are in
peaceful and undisturbed possession of each parcel of the China Online Leased Real Property, and
there are no contractual or legal restrictions that preclude or restrict the ability to use the
China Online Leased Real Property for the purposes for which it is currently being used. All
existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, Internet
access and other utilities required for the construction, use, occupancy, operation and maintenance
of the China Online Leased Real Property are adequate for the conduct of the China Online Business
as it has been and currently is conducted. There are no material latent defects or material
adverse physical conditions affecting the China Online Leased Real Property or any of the
facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty
of a permanent nature annexed, affixed or attached to, located on or forming part of the China
Online Leased Real Property. No China Online Company has (i) leased any parcel or any portion of
any parcel of China Online Leased Real Property to any other Person and no other Person has any
rights to the use, occupancy or enjoyment thereof pursuant to any lease, license, occupancy or
other agreement, or (ii) assigned its interest under any lease listed in Section 3.16(a) of the
SINA Disclosure Schedule to any third party.



     SECTION 3.17. Assets. (a) The China Online Companies own, lease or have the legal
right to use all the tangible properties and assets, including the China Online Leased Real
Property, used or intended to be used in the conduct of the China Online Business or otherwise
owned, leased or used by the China Online Companies, and, with respect to contract rights, are
party to and enjoy the right to the benefits of all contracts, agreements and other arrangements
used or intended to be used by China Online Companies or in or relating to the conduct of the China
Online Business, all of which properties, assets and rights constitute the China Online Assets.
The China Online Companies have good and marketable title to, or, in the case of leased China
Online Assets, valid and subsisting leasehold interests in, all the China Online Assets, free and
clear of all Encumbrances, except Permitted Encumbrances.



     (b) The China Online Assets constitute all the properties, assets and rights as are necessary
in the conduct of, the China Online Business. At all times since the Balance Sheet Date, China
Online has caused the China Online Assets to be maintained in accordance with good business
practice, and all the physical China Online Assets are in good operating condition and repair and
are suitable for the purposes for which they are used and intended to be used.



25









 







     SECTION 3.18. Customers. Listed in Section 3.18 of the SINA Disclosure Schedule are
the names and addresses of the ten most significant customers (by revenue) of the China Online
Business for the six-month period ended June 30, 2009 and the amount for which each such customer
was invoiced during such period. China Online has not received any notice and does not have any
reason to believe that any significant customer of the China Online Business has ceased, or will
cease, to use the products or services of China Online, or has substantially reduced, or will
substantially reduce, the use of such products or services at any time. None of the customers
listed in Section 3.18 of the SINA Disclosure Schedule is an Affiliate of any China Online Company.



     SECTION 3.19. Employee Benefit Matters. (a) Section 3.19(a) of the SINA Disclosure
Schedule lists (i) all employee benefit plans and all bonus, stock option, stock purchase,
restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental
retirement, severance or other benefit plans, programs or arrangements, and all employment,
termination, severance or other contracts or agreements to which China Online or any of its
Affiliates is a party, with respect to which China Online or any of its Affiliates has any
obligation or which are maintained, contributed to or sponsored by China Online or any of its
Affiliates for the benefit of any current or former employee, officer, director, consultant or
independent contractor who provides, or has provided, services to the China Online Business, and
(ii) any contracts, arrangements or understandings relating in any way to a sale of the China
Online Business between China Online and any of the China Online Companies and any current or
former employee, officer, director, consultant or independent contractor who provides, or has
provided, services to the China Online Business (collectively, the “China Online Plans”).
SINA has made available to CRIC a true and complete copy of such China Online Plans. Neither China
Online nor any of its Affiliates has any express or implied commitment (i) to create, incur
liability with respect to or cause to exist any other employee benefit plan, program or arrangement relating to the China Online Business, (ii) to enter into any contract or agreement to provide
compensation or benefits to any individual providing services to the China Online Business, (iii)
to modify, change or terminate any China Online Plan or (iv) to increase the level of compensation
payable under any China Online Plan.



     (b) Each China Online Plan is now and always has been operated in all material respects in
accordance with its terms and the requirements of all applicable Laws. The China Online Companies
have performed all obligations required to be performed by them under, are not in any respect in
default under or in violation of, and have no knowledge of any default or violation by any party
to, any China Online Plan. No civil, criminal or administrative claim, hearing, arbitration,
inquiry or proceeding is pending before any Governmental Authority or, to the knowledge of SINA
after due inquiry, threatened to be brought by or before any Governmental Authority with respect to
any China Online Plan (other than claims for benefits in the ordinary course consistent with past
practice).



     (c) All contributions, premiums or payments required to be made with respect to any China
Online Plan have been made on or before their due dates. All such contributions have been fully
deducted for income tax purposes and no such deduction has been challenged or disallowed by any
Governmental Authority and no fact or event exists which could reasonably be expected to give rise
to any such challenge or disallowance. China Online and each of its Affiliates have made all
social security contributions (including contributions to all mandatory



26









 









provident fund schemes) in respect of or on behalf of all employees providing services to the China Online Business in
accordance with applicable Law.



     (d) Neither the execution and delivery of this Agreement or any Transaction Document, nor the
consummation of the transactions contemplated hereby or thereby, either alone or in combination
with another event (whether contingent or otherwise) will (i) entitle any current or former
employee, consultant, independent contractor officer or director providing services to the China
Online Business to any increased or modified benefit or payment, (ii) increase the amount of
compensation due to any such employee, consultant, independent contractor, officer or director, or
(iii) accelerate the vesting, payment or funding of any compensation, equity-based award or
benefit, incentive compensation, pension benefit, termination or redundancy pay, or other benefit.



     SECTION 3.20. Labor Matters. (a) There are no controversies pending or, to the
knowledge of SINA after due inquiry, threatened between China Online or any of Affiliates and any
of their respective employees who provide services to the China Online Business. Neither China
Online nor any of its Affiliates is a party to any collective bargaining agreement or other labor
union contract applicable to persons employed or engaged by the China Online Business, nor, to the
knowledge of SINA after due inquiry, are there any activities or proceedings of any labor union to
organize any such employees. With respect to the China Online Business, neither China Online nor
any of its Affiliates has breached or otherwise failed to comply with any provision of any such
agreement or contract, and there are no grievances outstanding against China Online or any of its
Affiliates under any such agreement or contract. There is no strike, slowdown, work stoppage or lockout, or, to the knowledge of SINA after due inquiry,
threat thereof, by or with respect to any employees providing services to the China Online
Business.



     (b) With respect to the China Online Business, China Online and each of its Affiliates are in
compliance in all material respects with all applicable Laws and Orders relating to the employment
of labor, including those related to wages, hours, collective bargaining and the payment and
withholding of Taxes and other sums as required by the appropriate Governmental Authority and have
withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due
to such Governmental Authority all amounts required to be withheld from employees providing
services to the China Online Business and are not liable for any arrears of wages, Taxes, penalties
or other sums for failure to comply in all material respects with any of the foregoing. With
respect to the China Online Business, China Online and each of its Affiliates have paid in full to
all employees providing services to the China Online Business or adequately accrued for in
accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and
other compensation due to or on behalf of such employees and there is no claim with respect to
payment of wages, salary or overtime pay that has been asserted or is now pending or threatened
before any Governmental Authority with respect to any persons currently or formerly employed or
engaged by the China Online Business.



     SECTION 3.21. Key Employees. Section 3.21 of the SINA Disclosure Schedule lists the
name, place of employment or engagement, the current annual salary rates, bonuses, deferred or
contingent compensation, pension, retention compensation and other like benefits paid or payable
(in cash or otherwise) on an annualized basis in 2007, 2008 and 2009, the date of employment or
engagement and a description of the position and job function of each current



27









 









salaried employee, officer, director, consultant or independent contractor of China Online (and each person not
employed by China Online but is currently engaged in respect of the China Online Business) whose
annual compensation exceeded (or, in 2009, is expected to exceed) $70,000.



     SECTION 3.22. Internal Controls. Each of the China Online Companies (i) makes and
keeps accurate books and records that fairly reflect the transactions and dispositions of assets of
such China Online Company, and (ii) maintains internal accounting controls which provide reasonable
assurance that (a) transactions are recorded as necessary to permit preparation of their respective
financial statements in conformity with GAAP, (b) receipts and expenditures are made only in
accordance with general or specific authorizations of management and directors of such China Online
Company, (c) access to their respective assets is permitted only in accordance with general or
specific authorizations of management and directors of such China Online Company and (d) the
reported accounting for their respective assets and liabilities is compared with existing assets
and liabilities at reasonable intervals.



     SECTION 3.23. Control Agreements. Section 3.23 of the SINA Disclosure Schedule sets
forth all of the agreements, contracts and instruments enabling China Online to effect control over
and consolidate with its financial statements each China Online Company (collectively, the
“China Online Control Agreements”). Each of the China Online Companies which is a party to the China Online Control Agreements has full
power, authority and legal right to execute, deliver and perform their respective obligations under
each of the China Online Control Agreements to which it is a party, and has authorized, executed
and delivered each of the China Online Control Agreements to which it is a party, and such
obligations constitute valid, legal and binding obligations enforceable against it in accordance
with the terms of each of the China Online Control Agreements. The execution, delivery and
performance of each China Online Control Agreement by the parties thereto did not and is not
reasonably expected to (i) result in any violation of the business license, articles of
association, other constitutional documents (if any) or permits of any China Online Company; (ii)
result in any violation of or penalty under any Laws of the PRC as in effect as of the date hereof,
including any applicable building or zoning ordinances, covenants, or restrictions; or (iii)
conflict with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any other contract, agreement, arrangement, license, indenture,
mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument in effect as
of the date hereof to which any of them is a party or by which any of them is bound or to which any
of their property or assets is subject; except, in the case of clauses (ii) and (iii), as would not
reasonably be expected to have a China Online Material Adverse Effect. Each China Online Control
Agreement is in full force and effect and none of the China Online Companies which is a party to
any China Online Control Agreement is in breach or default in the performance or observance of any
of the terms or provisions thereof. To the knowledge of SINA after due inquiry, none of the
parties to any China Online Control Agreement has sent or received any communication regarding
termination of, or intention not to renew, any of the China Online Control Agreements, and no such
termination or non-renewal has been threatened by any of the parties thereto. No breach or
default, alleged breach or default, or event which would (with the passage of time, notice or both)
constitute a breach or default under any of the China Online Control Agreements by any China Online
Company, or any other party or obligor with respect thereto, has occurred or as a result of this
Agreement or any Ancillary Document to which SINA is a party, or the



28









 









performance hereof or thereof, will occur. Consummation of the transactions contemplated by this Agreement and the Ancillary
Documents to which SINA is a party will not (and will not give any Person a right to) terminate or
modify any rights of, or accelerate or augment any obligation of, any China Online Company under
any China Online Control Agreement.



     SECTION 3.24. Certain Interests. (a) No shareholder, officer or director of any
China Online Company and no relative or spouse (or relative of such spouse) who resides with, or is
a dependent of, any such shareholder, officer or director:




     (i) has any direct or indirect financial interest in any competitor, supplier or
customer of any China Online Company or the China Online Business; provided,
however, that the ownership of securities representing no more than one percent of
the outstanding voting power of any competitor, supplier or customer and that are also
listed on any national securities exchange, shall not be deemed to be a “financial
interest” so long as the Person owning such securities has no other connection or relationship with such competitor, supplier
or customer;




     (ii) owns, directly or indirectly, in whole or in part, or has any other interest in,
any tangible or intangible property that any China Online Company uses or has used in the
conduct of the China Online Business or otherwise; or




     (iii) has outstanding any Indebtedness to any China Online Company.



     (b) None of the China Online Companies have any Liability of any nature whatsoever to any of
its officers, directors or shareholders or to any relative or spouse (or relative of such spouse)
who resides with, or is a dependent of, any such officer, director or shareholder.



     SECTION 3.25. Related Party Transactions. Except as set forth in Section 3.25 of the
SINA Disclosure Schedule, there are no contracts, agreements, arrangements, understandings,
transactions or proposed transactions between any China Online Company, on the one hand, and any
shareholder or Affiliate, on the other hand (any such transaction, a “China Online Related
Party Transaction”). All China Online Related Party Transactions were on terms and conditions
as favorable to such China Online Company as would have been obtainable by it at the time in a
comparable arm’s length transaction with an unrelated party.



     SECTION 3.26. Taxes. (a) (i) All Tax Returns required to be filed by or with
respect to each of the China Online Companies have been timely filed; (ii) all Taxes required to be
shown on such Tax Returns or otherwise due in respect of each of the China Online Companies have
been timely paid other than those (x) currently payable in the ordinary course of business without
penalty or interest or (y) being contested in good faith by appropriate proceedings as of the date
hereof; (iii) all such Tax Returns are true, correct and complete in all material respects; (iv) no
adjustment relating to such Tax Returns has been proposed in writing by any Governmental Authority;
(v) there are no pending Actions for the assessment or collection of Taxes against any of the China
Online Companies; (vi) there are no Tax liens on any assets of any of the China Online Companies;
(vii) each of the China Online Companies has properly and timely withheld, collected and deposited
all Taxes that are required to be withheld,



29









 









collected and deposited under applicable Law; (viii)
none of the China Online Companies is doing business in or engaged in a trade or business in any
jurisdiction in which it has not filed all required Tax Returns; and (ix) none of t the China
Online Companies has any liability for the Taxes of any Person (other than another China Online
Company).



     (b) Each of the China Online Companies has, in accordance with applicable Law, duly registered
with the relevant Governmental Authority, obtained and maintained the validity of all national and
local tax registration certificates and complied with all requirements imposed by such Governmental
Authorities. No submissions made to any Governmental Authority in connection with obtaining Tax
exemptions, Tax holidays, Tax deferrals, Tax incentives or other preferential Tax treatments or Tax
rebates contained any misstatement or omission that would have affected the granting of such Tax
exemptions, preferential treatments or rebates. No suspension, revocation or cancellation of any such Tax exemptions, preferential treatments or
rebates is pending or, to the knowledge of SINA after due inquiry, threatened.



     SECTION 3.27. Certain Business Practices. Neither any China Online Company nor any
of its directors, officers, agents, representatives or employees (in their capacity as directors,
officers, agents, representatives or employees) has: (a) used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to political activity in
respect of the China Online Business; (b) directly or indirectly, paid or delivered any fee,
commission or other sum of money or item of property, however characterized, to any finder, agent,
or other party acting on behalf of or under the auspices of a governmental official or Governmental
Authority, in any country, which is in any manner illegal under any Law of any country having
jurisdiction; or (c) made any payment to any customer or supplier of any China Online Company or
any officer, director, partner, employee or agent of any such customer or supplier for an unlawful
reciprocal practice, or made any other unlawful payment or given any other unlawful consideration
to any such customer or supplier or any such officer, director, partner, employee or agent, in
respect of the China Online Business.



     SECTION 3.28. Brokers. Except for UBS, no broker, finder or investment banker is
entitled to any brokerage, finder’s or other fee or commission in connection with the transactions
contemplated by this Agreement or the Ancillary Agreements based upon arrangements made by or on
behalf of SINA. SINA is solely responsible for the fees and expenses of UBS.



     SECTION 3.29. Full and Accurate Disclosure. (i) As of the date hereof, the China
Online F-1 Disclosure contained in the Draft Form F-1 does not contain an untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading; and (ii) as of the Closing Date,
the China Online F-1 Disclosure to be contained in the Final Form F-1 will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, other than for
any untrue statement in or material omission from Non-Consented Disclosure.



ARTICLE IV





30












 







REPRESENTATIONS AND WARRANTIES

OF CRIC




     Except as set forth in the CRIC Disclosure Schedule, CRIC hereby represents and warrants to
SINA, as of the date hereof or, if a representation or warranty is made as of a specified date, as
of such date, as set forth below. Each exception set forth in the CRIC Disclosure Schedule is
identified by reference to the specific section or subsection of this Agreement and only relates to
and qualifies such section or subsection, unless it is reasonably apparent that such exception also
relates to another section or subsection, in which case it will also be deemed to relate to and
qualify such other section or subsection.



     SECTION 4.01. Organization and Authority of CRIC. CRIC is a corporation duly
organized and validly existing under the laws of the jurisdiction of its incorporation and has all
necessary corporate power and authority to enter into this Agreement, to carry out its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. CRIC
is duly licensed or qualified to do business in each jurisdiction in which the properties owned or
leased by it or the operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not (a) adversely affect
the ability of CRIC to carry out its obligations under, and to consummate the transactions
contemplated by, this Agreement or (b) adversely affect the ability of the CRIC Companies to
conduct the CRIC Business. The execution and delivery by CRIC of this Agreement to which it is a
party, the performance by CRIC of its obligations hereunder and thereunder and the consummation by
CRIC of the transactions contemplated hereby and thereby have been duly authorized by all requisite
corporate action on the part of CRIC. This Agreement has been duly executed and delivered by CRIC,
and (assuming due authorization, execution and delivery by SINA) this Agreement constitutes legal,
valid and binding obligations of CRIC, enforceable against CRIC in accordance with their respective
terms.



     SECTION 4.02. Subsidiaries. (a) Section 4.02(a) of the CRIC Disclosure Schedule
sets forth a true and complete list of all the CRIC Companies (other than CRIC), listing for each
CRIC Company its name, type of entity, the jurisdiction and date of its incorporation or
organization, its authorized capital stock, partnership capital or equivalent, the number and type
of its issued and outstanding shares of capital stock, partnership interests or similar ownership
interests and the current ownership of such shares, partnership interests or similar ownership
interests.



     (b) Other than those CRIC Companies set forth in Section 4.02(a) of the CRIC Disclosure
Schedule, there are no corporations, partnerships, joint ventures, associations or other entities
in which any CRIC Company owns, of record or beneficially, any direct or indirect equity or other
interest or any right (contingent or otherwise) to acquire the same. No CRIC Company is a member
of (nor is any part of the CRIC Business conducted through) any partnership nor is any CRIC Company
a participant in any joint venture or similar arrangement.



     (c) Each CRIC Company (other than CRIC) that is a corporation: (i) is a corporation duly
organized and validly existing under the laws of its jurisdiction of incorporation, (ii) has all
necessary power and authority to own, operate or lease the properties and assets owned, operated or
leased by such CRIC Company and to carry on its business as it



31









 









has been and is currently conducted by such CRIC Company and (iii) is duly licensed or
qualified to do business in each jurisdiction in which the properties owned or leased by it or the
operation of its business makes such licensing or qualification necessary or desirable, except to
the extent that the failure to be so licensed or qualified would not (x) adversely affect the
ability of CRIC or the CRIC Companies to carry out their respective obligations under, and to
consummate the transactions contemplated by, this Agreement or (y) adversely affect the ability of
such CRIC Company to conduct its business or the CRIC Business. Each CRIC Company that is not a
corporation: (i) is duly organized and validly existing under the laws of its jurisdiction of
organization, (ii) has all necessary power and authority to own, operate or lease the properties
and assets owned, operated or leased by such CRIC Company and to carry on its business as it has
been and is currently conducted by such CRIC Company and (iii) is duly licensed or qualified to do
business in each jurisdiction in which the properties owned or leased by it or the operation of its
business makes such licensing or qualification necessary or desirable, except to the extent that
the failure to be so licensed or qualified would not (x) adversely affect the ability of the CRIC
Companies to carry out their respective obligations under, and to consummate the transactions
contemplated by, this Agreement or (y) adversely affect the ability of such CRIC Company to conduct
its business or the CRIC Business.



     (d) All corporate actions taken by each CRIC Company (other than CRIC) have been duly
authorized and no CRIC Company (other than CRIC) has taken any action that in any respect conflicts
with, constitutes a default under or results in a violation of any provision of its Memorandum or
Articles of Association (or similar organizational documents). True and complete copies of the
Memorandum or Articles of Association (or similar organizational documents), in each case as in
effect on the date hereof, of each CRIC Company (other than CRIC) have been delivered by CRIC to
SINA.



     SECTION 4.03. Capitalization. (a) As of the date hereof, the authorized capital
stock of CRIC consists of 500,000,000 CRIC Shares. As of the date hereof, (i) 100,000,000 CRIC
Shares are issued and outstanding, all of which are validly issued, fully paid and non-assessable
and (ii) no CRIC Shares are reserved for issuance pursuant to options, restricted shares and
restricted share units granted pursuant to the CRIC Share Incentive Plan. None of the issued and
outstanding CRIC Shares was issued in violation of any preemptive rights. Except for options,
restricted shares and restricted share units issued under the CRIC Share Incentive Plan, true and
correct details of which are set forth in Section 4.03 of the CRIC Disclosure Schedule, there are
no options, warrants, convertible securities or other rights, agreements, arrangements or
commitments of any character relating to the CRIC Shares or obligating CRIC to issue or sell any
CRIC Shares, or any other interest in, CRIC. There are no outstanding contractual obligations of
CRIC to repurchase, redeem or otherwise acquire any CRIC Shares or to provide funds to, or make any
investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
Immediately upon consummation of the transactions contemplated by this Agreement, the Subscription
Shares will be fully paid, non-assessable and free and clear of all Encumbrances. Other than as
set forth in the Shareholders Agreement to be executed at Closing, there are no voting trusts,
shareholder agreements, proxies or other agreements or understandings in effect with respect to the
voting or transfer of any of the CRIC Shares.



     (b) All the outstanding shares of capital stock of each CRIC Company (other than CRIC) that is
a corporation are validly issued, fully paid, non-assessable and, except with



32









 









respect to wholly owned CRIC Companies, free of preemptive rights and are owned by CRIC,
whether directly or indirectly, free and clear of all Encumbrances. Except as set forth in Section
4.03(b) of the CRIC Disclosure Schedule, there are no options, warrants, convertible securities or
other rights, agreements, arrangements or commitments of any character relating to the capital
stock of any CRIC Company or obligating CRIC or any CRIC Company to issue or sell any shares of
capital stock of, or any other interest in, any CRIC Company. Other than as set forth in the
Shareholders Agreement to be executed at Closing, there are no voting trusts, shareholder
agreements, proxies or other agreements or understandings in effect with respect to the voting or
transfer of any shares of capital stock of or any other interests in any CRIC Company.



     (c) The share register of each CRIC Company accurately records: (i) the name and address of
each Person owning shares of capital stock of such CRIC Company and (ii) the certificate number of
each certificate evidencing shares of capital stock issued by such CRIC Company, the number of
shares evidenced by each such certificate, the date of issuance thereof and, in the case of
cancellation, the date of cancellation.



     (d) Immediately after the Closing, the entire issued and outstanding capital stock of China
Online shall be owned, directly or indirectly, by CRIC.



     (e) Immediately after the Closing but prior to the issuance of any CRIC Shares in the IPO, (i)
E-House and Modern Information Ltd. shall each be the beneficial and record owner of the number of
issued and outstanding CRIC Shares set forth next to such shareholder’s name on Schedule 4.03(e)
and (ii) at Closing, CRIC shall issue the Subscription Shares to SINA.



     SECTION 4.04. No Conflict. The execution, delivery and performance by CRIC of this
Agreement does not and will not (a) violate, conflict with or result in the breach of any provision
of the Memorandum or Articles of Association (or similar organizational documents) of any CRIC
Company, (b) conflict with or violate any Law or Governmental Order applicable to any CRIC Company
or its assets, properties or businesses or (c) conflict with, result in any breach of, constitute a
default (or event which with the giving of notice or lapse of time, or both, would become a
default) under, require any consent under, or give to others any rights of termination, amendment,
acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture,
contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement
to which any CRIC Company is a party, except, in the case of clauses (b) and (c), as would not (i)
materially and adversely affect the ability of CRIC to carry out its obligations under, and to
consummate the transactions contemplated by this Agreement or (ii) adversely affect the ability of
the CRIC Companies to conduct the CRIC Business.



     SECTION 4.05. Governmental Consents and Approvals. The execution, delivery and
performance by CRIC of this Agreement does not and will not require any consent, approval,
authorization or other order of, action by, filing with, or notification to, any Governmental
Authority, except (a) where failure to obtain such consent, approval, authorization or action, or
to make such filing or notification, would not prevent or materially delay the consummation by CRIC
of the transactions contemplated by this Agreement and the Ancillary Agreements or (b) as may be
necessary as a result of any facts or circumstances relating solely to SINA or any of its
Affiliates (including the China Online Companies).



33









 







     SECTION 4.06. Intellectual Property.



     (a) List of Intellectual Property. Section 4.06(a) of the CRIC Disclosure Schedule sets forth
a true and complete list of all (i) CRIC Owned Intellectual Property that is Registered, indicating
for each such item, as applicable, the application or registration number, date and jurisdiction of
filing or issuance, and the identity of the current applicant or registered owner, (ii) material
unregistered trademarks and service marks included in the CRIC Owned Intellectual Property and
(iii) material CRIC Products.



     (b) Ownership; Sufficiency. CRIC has sufficient rights to use the CRIC Intellectual Property
in connection with the operation of the CRIC Business, all of which rights shall survive unchanged
the consummation of the transactions contemplated by the Transaction Documents. The CRIC
Intellectual Property includes all Intellectual Property used or held for use in connection with
the operation of the CRIC Business, and there are no other items of Intellectual Property that are
material to or necessary for the operation of the CRIC Business or for the continued operation of
the CRIC Business immediately after the Closing in substantially the same manner as operated prior
to the Closing. CRIC is the exclusive owner of all right, title and interest in and to each item
of material CRIC Owned Intellectual Property, free and clear of all Encumbrances (other than
non-exclusive licenses granted in the ordinary course of business consistent with past practice),
or any obligation to grant any Encumbrance. CRIC has a valid license to use the material CRIC
Licensed Intellectual Property in connection with the operation of the CRIC Business, subject only
to the terms of the CRIC IP Agreements.



     (c) Validity and Enforceability. The material CRIC Owned Intellectual Property is (i) valid,
subsisting and enforceable, (ii) currently in compliance with any and all formal legal requirements
necessary to maintain the validity and enforceability thereof, and (iii) not subject to any
outstanding order, judgment, injunction, decree, ruling or agreement adversely affecting CRIC’s use
thereof or rights thereto, or that would impair the validity or enforceability thereof. The
material Registered CRIC Owned Intellectual Property is currently in compliance with any and all
formal legal requirements necessary to record and perfect CRIC’s interest therein and the chain of
title thereof.



     (d) Infringement. Except as would not have a CRIC Material Adverse Effect, CRIC does not and
has not and the operation of the CRIC Business and the use of the CRIC Intellectual Property and
CRIC Products in connection therewith do not, and have not in the last two (2) years, infringed,
misappropriated or otherwise violated or conflicted with the Intellectual Property rights of any
other Person. There is no action or claim pending, asserted or, to the knowledge of CRIC,
threatened against CRIC concerning any of the foregoing, nor has CRIC received any notification
that a license under any other Person’s Intellectual Property (other than licenses included in the
CRIC IP Agreements) is or may be required to operate the CRIC Business. To the knowledge of CRIC,
no Person is engaging, or has engaged in the last two (2) years, in any activity that infringes,
misappropriates or otherwise violates or conflicts with any material CRIC Intellectual Property,
and there is no action or claim pending, asserted or threatened by CRIC against any other Person
concerning any of the foregoing.



     (e) Protection Measures. CRIC has taken reasonable measures consistent with industry
standards to maintain the confidentiality and value of all confidential information



34









 









used or held for use in the operation of the CRIC Business, including the source code for any
CRIC Software or CRIC Products and all other confidential CRIC Intellectual Property. To the
knowledge of CRIC, no material confidential information, trade secrets or other confidential CRIC
Intellectual Property have been disclosed by CRIC to any Person except pursuant to appropriate
non-disclosure and/or license agreements that obligate such Person to keep such confidential
information, trade secrets or other confidential CRIC Intellectual Property confidential and to the
knowledge of CRIC, no party thereto is in material default of any such agreement.



     (f) Public Software. Except as would not have a CRIC Material Adverse Effect, no Public
Software has been used by the CRIC Companies in connection with any CRIC Software or CRIC Product
in a manner that requires the licensing, disclosure or distribution of any source code (other than
source code that is a part of such Public Software) or limits the receipt of consideration in
connection with the licensing or distribution of such CRIC Software or CRIC Product.



     (g) CRIC IP Agreements. CRIC has not granted nor is it obligated to grant any Person any
exclusive rights in, to or under, or any right to sublicense, any material CRIC Intellectual
Property. Each CRIC IP Agreement (other than agreements for Off-the-Shelf Software) (i) is in full
force and effect and (ii) upon consummation of the transactions contemplated by this Agreement and
the Ancillary Agreements shall continue in full force and effect without penalty or other adverse
consequence. CRIC is not in material breach of, or default under, any CRIC IP Agreement (other
than agreements for Off-the-Shelf Software). To the knowledge of CRIC, no other party to any CRIC
IP Agreement (other than agreements for Off-the-Shelf Software) is in breach thereof or default
thereunder and CRIC has not received any notice of termination, cancellation, breach or default
under any such CRIC IP Agreement.



     (h) IT Assets. The IT Assets owned by or licensed, pursuant to valid and enforceable license
agreements, to the CRIC Companies (including the CRIC Software) are adequate for, and operate and
perform in all material respects in accordance with their documentation and functional
specifications and otherwise as required in connection with, the operation of the CRIC Business.
To the knowledge of CRIC, the IT Assets owned by or licensed to CRIC are free from material bugs or
other defects and do not contain any viruses. The CRIC Companies have implemented reasonable
backup, security and disaster recovery measures and technology consistent with industry practices,
and, to the knowledge of CRIC and except as has not had or would not have a material impact on the
CRIC Companies or the CRIC Business, no Person has gained unauthorized access to any IT Assets
owned or licensed by the CRIC Companies.



     SINA acknowledges that in the event of a conflict between the representations and warranties
contained in this Section 4.06 and any other representations and warranties contained in this
Agreement with respect to Intellectual Property, including infringement, misappropriation or other
violation of Intellectual Property the representations and warranties contained in this Section
4.06 shall govern.



     SECTION 4.07. Customers. Listed in Section 4.07 of the CRIC Disclosure Schedule are
the names and addresses of the ten most significant customers (by revenue) of the



35









 









CRIC Business for the six-month period ended June 30, 2009 and the amount for which each such
customer was invoiced during such period. CRIC has not received any notice and does not have any
reason to believe that any significant customer of the CRIC Business has ceased, or will cease, to
use the products or services of CRIC, or has substantially reduced, or will substantially reduce,
the use of such products or services at any time. None of the customers listed in Section 4.07 of
the CRIC Disclosure Schedule is an Affiliate of any CRIC Company.



     SECTION 4.08. Related Party Transactions. Except as set forth in Section 4.08 of the
CRIC Disclosure Schedule, there are no contracts, agreements, arrangements, understandings,
transactions or proposed transactions between any CRIC Company, on the one hand, and any
shareholder or Affiliate, on the other hand (any such transaction, a “CRIC Related Party
Transaction”). All CRIC Related Party Transactions were entered into on terms and conditions
as favorable to such CRIC Company as would have been obtainable by it at the time in a comparable
arm’s length transaction with an unrelated party.



     SECTION 4.09. Taxes. (a) (i) All Tax Returns required to be filed by or with
respect to each of the CRIC Companies have been timely filed; (ii) all Taxes required to be shown
on such Tax Returns or otherwise due in respect of each of the CRIC Companies been timely paid
other than those (x) currently payable in the ordinary course of business without penalty or
interest or (y) being contested in good faith by appropriate proceedings as of the date hereof;
(iii) all such Tax Returns are true, correct and complete in all material respects; (iv) no
adjustment relating to such Tax Returns has been proposed in writing by any Governmental Authority;
(v) there are no pending Actions for the assessment or collection of Taxes against any of the CRIC
Companies; (vi) there are no Tax liens on any assets of any of the CRIC Companies; (vii) each of
the CRIC Companies has properly and timely withheld, collected and deposited all Taxes that are
required to be withheld, collected and deposited under applicable Law; (viii) none of the CRIC
Companies is doing business in or engaged in a trade or business in any jurisdiction in which it
has not filed all required Tax Returns; and (ix) none of the CRIC Companies has any liability for
the Taxes of any Person (other than another CRIC Company).



     (b) Each of the CRIC Companies has, in accordance with applicable Law, duly registered with
the relevant Governmental Authority, obtained and maintained the validity of all national and local
tax registration certificates and complied with all requirements imposed by such Governmental
Authority. No submissions made to any Governmental Authority in connection with obtaining Tax
exemptions, Tax holidays, Tax deferrals, Tax incentives or other preferential Tax treatments or Tax
rebates contained any misstatement or omission that would have affected the granting of such Tax
exemptions, preferential treatments or rebates. No suspension, revocation or cancellation of any
such Tax exemptions, preferential treatments or rebates is pending or, to the knowledge of CRIC
after due inquiry, threatened.



     SECTION 4.10. Full and Accurate Disclosure. (i) As of the date hereof, the Draft Form F-1
does not contain an untrue statement by CRIC of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading; and (ii) as of the Closing Date, the Final Form F-1 will not contain, an untrue
statement by CRIC of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading;
provided, however, that for all purposes under each of (i) and (ii), the
representations



36









 









and warranties set forth in this Section 4.10 shall not address or cover, and CRIC shall not be
liable, in any manner whatsoever, with respect to, any untrue statement of a material fact or
omission to state a material fact therein to the extent such untrue statement is contained in, or
such an omission constitutes an omission from, any China Online F-1 Disclosure.



     SECTION 4.11. Certain Business Practices. Neither any CRIC Company nor any of its
directors, officers, agents, representatives or employees (in their capacity as directors,
officers, agents, representatives or employees) has: (a) used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to political activity in
respect of the CRIC Business; (b) directly or indirectly, paid or delivered any fee, commission or
other sum of money or item of property, however characterized, to any finder, agent, or other party
acting on behalf of or under the auspices of a governmental official or Governmental Authority, in
any country, which is in any manner illegal under any Law of any country having jurisdiction; or
(c) made any payment to any customer or supplier of any CRIC Company or any officer, director,
partner, employee or agent of any such customer or supplier for an unlawful reciprocal practice, or
made any other unlawful payment or given any other unlawful consideration to any such customer or
supplier or any such officer, director, partner, employee or agent, in respect of the CRIC
Business.



     SECTION 4.12. Brokers. Except for Credit Suisse, no broker, finder or investment
banker is entitled to any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of CRIC.
CRIC shall be solely responsible for payment of the fees and expenses of Credit Suisse.



ARTICLE V




ADDITIONAL AGREEMENTS




     SECTION 5.01. Conduct of Business Prior to the Closing. (a) SINA covenants and
agrees that, except as described in Section 5.01(a) of the SINA Disclosure Schedule, between the
date hereof and the time of the Closing, no China Online Company shall conduct its business other
in the ordinary course consistent with its prior practice. Without limiting the generality of the
foregoing, except as described in Section 5.01(a) of the SINA Disclosure Schedule, China Online
shall (i) continue its advertising and promotional activities, and pricing and purchasing policies,
in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any
of their payables or receivables; (iii) use their commercially reasonable to (A) preserve intact
its business organizations and the business organization of the China Online Business, (B) continue
in full force and effect without material modification all existing policies or binders of
insurance currently maintained in respect of the China Online Companies and the CRIC Business, and
(C) preserve its current relationships with its customers, suppliers and other persons with which
it has had significant business relationships; and (iv) not engage in any practice, take any
action, fail to take any action or enter into any transaction which could cause any representation
or warranty of SINA to be untrue or result in a breach of any covenant made by SINA in this
Agreement. Except as described in Section 5.01(a) of the SINA Disclosure Schedule or as required
or contemplated hereunder, SINA covenants and agrees that,



37









 







between the date hereof and the time of the Closing, without the prior written consent of
CRIC, no China Online Company will:




    (i) permit or allow any of the China Online Assets to be subjected to any Encumbrance,
other than as disclosed in the China Online Financial Statements, China Online Interim
Financial Statements or Permitted Encumbrances and Encumbrances that will be released at or
prior to the Closing;




    (ii) except in the ordinary course of business consistent with past practice, pay or
otherwise discharge any Liability related to any China Online Company;




    (iii) write down or write up (or fail to write down or write up in accordance with GAAP
consistent with past practice) the value of any China Online Receivables or revalued any of
the China Online Assets other than in the ordinary course of business consistent with past
practice and in accordance with GAAP;




    (iv) make any change in any method of accounting or accounting practice or policy used
by it, other than such changes required by GAAP and set forth in Section 5.01(a) of the SINA
Disclosure Schedule;




    (v) amend, terminate, cancel or compromise any of its material claims or waive any
other rights of substantial value to it;




    (vi) issue, grant, sell, purchase or repurchase any capital stock, notes, bonds or
other securities, or any option, warrant or other right to acquire the same, of any China
Online Company;




    (vii) redeem any of the capital stock or declare, make or pay any dividends or
distributions (whether in cash, securities or other property) to the holders of capital
stock of any China Online Company or otherwise, other than dividends, distributions and
redemptions declared, made or paid by any China Online Company solely to any other China
Online Company;




    (viii) merge with, enter into a consolidation with or acquire an interest of 5% or more
in any Person or acquire a substantial portion of the assets or business of any Person or
any division or line of business thereof, or otherwise acquire any material assets other
than in the ordinary course of business consistent with past practice;




    (ix) make any capital expenditure or commitment for any capital expenditure in excess
of $2,000,000 individually or $5,000,000 in the aggregate;




    (x) issue any sales orders or otherwise agree to make any purchases involving exchanges
in value in excess of $2,000,000 individually or $10,000,000 in the aggregate;




    (xi) make any material change in the customary methods of its operations, including
practices and policies relating to purchasing, marketing, selling and pricing;



38









 








    (xii) make, revoke or change any material Tax election or method of Tax accounting or
settle or compromise any material liability with respect to its Taxes;




    (xiii) incur any Indebtedness in excess of $1,000,000 individually or $3,000,000 in the
aggregate;




    (xiv) make any loan to, guarantee any Indebtedness of, or otherwise incur any
Indebtedness on behalf of, any Person, other than a China Online Company;




    (xv) (x) other than in the ordinary course of business consistent with past practice,
grant any increase, or announce any increase, in the wages, salaries, compensation, bonuses,
incentives, pension or other benefits payable to any current or former employee, director,
officer, consultant or independent contractor of the China Online Business, including any
increase, or other change pursuant to any China Online Plan or (y) grant, establish,
increase, promise to increase or accelerate vesting or exercisability of any benefits under
any China Online Plan, in either case except as required by Law or any collective bargaining
agreement;




    (xvi) other than in the ordinary course of business consistent with past practice,
enter into any agreement, arrangement or transaction with any current or former director,
officer, employee of the China Online Business or any of its shareholders (or with any
relative, beneficiary, spouse or Affiliate of such Persons);




    (xvii) other than in the ordinary course of business consistent with past practice,
terminate, discontinue, close or dispose of any facility or other business operation, or lay
off any employees or implement any early retirement, separation or redundancy program or
announce or plan any such action or program for the future;




    (xviii) permit to lapse or become abandoned any material Intellectual Property (or any
registration or grant thereof or any application relating thereto) to which, or under which,
any China Online Company has any right, title, interest or license;




    (xix) (x) allow any material China Online Permit that was issued to or relates to any
China Online Company or otherwise relates to the China Online Business to lapse or terminate
or (y) fail to renew any insurance policy or material China Online Permit that is scheduled
to terminate or expire within 45 calendar days of the Closing;




    (xx) amend, modify or consent to the termination of any China Online Material Contract
or the rights of any China Online Company thereunder;




    (xxi) amend or restate the Memorandum or Articles of Association (or other
organizational documents) of any China Online Company;




    (xxii) (w) abandon, sell, assign, or grant any security interest in or to any material
China Online Intellectual Property, including failing (A) to perform or cause to be
performed all applicable filings, recordings and other acts or (B) to pay or cause to be
paid all required fees and Taxes to maintain and protect its interest in such Intellectual
Property, (x) granted to any third party any license with respect to any such Intellectual



39









 









Property, other than non-exclusive licenses to China Online Products in the ordinary
course of its business consistent with past practice, (y) develop, create or invent any
China Online Intellectual Property jointly with any third party (other than such joint
development, creation or invention with a third party that is in progress prior to the
Balance Sheet Date), or (z) disclose, or allow to be disclosed, any material confidential
China Online Intellectual Property, unless such Intellectual Property is subject to a
confidentiality or non-disclosure covenant protecting against further disclosure thereof; or




    (xxiii) agree, whether in writing or otherwise, to take any of the actions specified in
this Section 5.01(a) or grant any options to purchase, rights of first refusal, rights of
first offer or any other similar rights or commitments with respect to any of the actions
specified in this Section 5.01(a), except as expressly contemplated by this Agreement and
the Ancillary Agreements.



     (b) CRIC covenants and agrees that, except as described in Section 5.01(b) of the CRIC
Disclosure Schedule, between the date hereof and the time of the Closing, no CRIC Company shall
conduct its business other in the ordinary course consistent with its prior practice. Without
limiting the generality of the foregoing, except as described in Section 5.01(b) of the CRIC
Disclosure Schedule, CRIC shall (i) continue its advertising and promotional activities, and
pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the
customary payment cycles for any of their payables or receivables; (iii) use their commercially
reasonable efforts to (A) preserve intact its business organizations and the business organization
of the CRIC Business, (B) continue in full force and effect without material modification all
existing policies or binders of insurance currently maintained in respect of the CRIC Companies and
the CRIC Business, and (C) preserve its current relationships with its customers, suppliers and
other persons with which it has had significant business relationships; and (iv) not engage in any
practice, take any action, fail to take any action or enter into any transaction which could cause
any representation or warranty of CRIC to be untrue or result in a breach of any covenant made by
CRIC in this Agreement. Except as described in Section 5.01(b) of the CRIC Disclosure Schedule or
as required or contemplated hereunder, including as set forth in Sections 5.05 and 5.11 hereof,
CRIC covenants and agrees that, between the date hereof and the time of the Closing, without the
prior written consent of SINA, no CRIC Company will:




    (i) permit or allow any of the CRIC Assets to be subjected to any Encumbrance, other
than as disclosed in the CRIC Financial Statements, Permitted Encumbrances and Encumbrances
that will be released at or prior to the Closing;




    (ii) except in the ordinary course of business consistent with past practice, pay or
otherwise discharge any Liability related to any CRIC Company;




    (iii) write down or write up (or fail to write down or write up in accordance with GAAP
consistent with past practice) the value of any receivables or revalue any of the CRIC
Assets other than in the ordinary course of business consistent with past practice and in
accordance with GAAP;



40









 








    (iv) make any change in any method of accounting or accounting practice or policy used
by it, other than such changes required by GAAP and set forth in Section 5.01(b) of the CRIC
Disclosure Schedule;




    (v) amend, terminate, cancel or compromise any of its material claims or waive any
other rights of substantial value to it;




    (vi) issue, grant, sell, purchase or repurchase any capital stock, notes, bonds or
other securities, or any option, warrant or other right to acquire the same, of any CRIC
Company;




    (vii) redeem any of the capital stock or declare, make or pay any dividends or
distributions (whether in cash, securities or other property) to the holders of capital
stock of any CRIC Company or otherwise, other than dividends, distributions and redemptions
declared, made or paid by any CRIC Company solely to any other CRIC Company;




    (viii) merge with, enter into a consolidation with or acquire an interest of 5% or more
in any Person or acquire a substantial portion of the assets or business of any Person or
any division or line of business thereof, or otherwise acquire any material assets other
than in the ordinary course of business consistent with past practice;




    (ix) make any capital expenditure or commitment for any capital expenditure in excess
of $2,000,000 individually or $5,000,000 in the aggregate;




    (x) issue any sales orders or otherwise agreed to make any purchases involving
exchanges in value in excess of $2,000,000 individually or $10,000,000 in the aggregate;




    (xi) make any material change in the customary methods of its operations, including
practices and policies relating to purchasing, marketing, selling and pricing;




    (xii) make, revoke or change any material Tax election or method of Tax accounting or
settle or compromise any material liability with respect to its Taxes;




    (xiii) incur any Indebtedness in excess of $1,000,000 individually or $3,000,000 in the
aggregate;




    (xiv) make any loan to, guaranteed any Indebtedness of, or otherwise incurred any
Indebtedness on behalf of, any Person other than a CRIC Company;




    (xv) (i) other than in the ordinary course of business consistent with past practice,
grant any increase, or announce any increase, in the wages, salaries, compensation, bonuses,
incentives, pension or other benefits payable to any current or former employee, director,
officer, consultant or independent contractor of the CRIC Business, including any increase
or other change pursuant to any employee benefit plan, program or arrangement or (ii) grant,
establish, increase, promise to increase or accelerate vesting or exercisability of any
benefits under any employee benefit plan, program or



41









 









arrangement, in either case except as required by Law or any collective bargaining agreement;




    (xvi) other than (x) in the ordinary course of business consistent with past practice
or (y) as is deemed necessary by CRIC in connection with the IPO, enter into any agreement,
arrangement or transaction with any current or former director, officer, employee of the
CRIC Business or any of its shareholders (or with any relative, beneficiary, spouse or
Affiliate of such Persons);




    (xvii) other than in the ordinary course of business consistent with past practice,
terminate, discontinue, close or dispose of any facility or other business operation, or lay
off any employees or implement any early retirement, separation or redundancy program or
announce or plan any such action or program for the future;




    (xviii) permit to lapse or become abandoned any material Intellectual Property (or any
registration or grant thereof or any application relating thereto) to which, or under which,
any CRIC Company has any right, title, interest or license;




    (xix) (i) allow any material CRIC Permit that was issued to or relates to any CRIC
Company or otherwise relates to the CRIC Business to lapse or terminate or (ii) fail to
renew any insurance policy or material CRIC Permit that is scheduled to terminate or expire
within 45 calendar days of the Closing;




    (xx) amend, modify or consent to the termination of any material contract or material
agreement or the rights of any CRIC Company thereunder;




    (xxi) amend or restate the Memorandum or Articles of Association (or other
organizational documents) of any CRIC Company;




    (xxii) (x) abandon, sell, assign, or grant any security interest in or to any
Intellectual Property, including failing (A) to perform or cause to be performed all
applicable filings, recordings and other acts or (B) to pay or cause to be paid all required
fees and Taxes to maintain and protect its interest in CRIC Owned Intellectual Property, (y)
granted to any third party any exclusive license with respect to any CRIC Owned Intellectual
Property, or (z) disclose, or allow to be disclosed, any confidential material CRIC Owned
Intellectual Property, unless such Intellectual Property is subject to a confidentiality or
non-disclosure covenant protecting against further disclosure thereof, except, in the case
of each of (x), (y) and (z), as has not had a CRIC Material Adverse Effect;




    (xxiii) agree, whether in writing or otherwise, to take any of the actions specified in
this Section 5.01(b) or grant any options to purchase, rights of first refusal, rights of
first offer or any other similar rights or commitments with respect to any of the actions
specified in this Section 5.01(b), except as expressly contemplated by this Agreement and
the Ancillary Agreements.



     SECTION 5.02. Access to Information. (a) From the date hereof until the Closing,
upon reasonable notice, CRIC shall cause its officers, directors, employees, agents,



42









 









representatives, accountants and counsel to: (i) afford the officers, employees, agents,
accountants, counsel, financing sources and representatives of SINA reasonable access, during
normal business hours, to the offices, properties, plants, other facilities, books and records of
CRIC and to those officers, directors, employees, agents, accountants and counsel, except, in the
case of counsel, as would be deemed a waiver of privilege, of CRIC who have any knowledge relating
to CRIC or the CRIC Business and (ii) furnish to the officers, employees, agents, accountants,
counsel, financing sources and representatives of SINA such additional financial and operating data
and other information regarding the assets, properties, liabilities and goodwill of CRIC and the
CRIC Business (or legible copies thereof) as SINA may from time to time reasonably request.



     (b) From the date hereof until the Closing, upon reasonable notice, SINA shall cause its
officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford
the officers, employees, agents, accountants, counsel, financing sources and representatives of
CRIC reasonable access, during normal business hours, to the offices, properties, plants, other
facilities, books and records of SINA, China Online and the China Online Companies (and to the
extent related to the China Online Business, also of SINA WOFE or Beijing SINA) and to those
officers, directors, employees, agents, accountants and counsel, except, in the case of counsel, as
would be deemed a waiver of privilege, of SINA, China Online and the China Online Companies who
have any knowledge relating to China Online, the China Online Companies, the China Online Business
and any SINA information related to the China Online Business and (ii) furnish to the officers,
employees, agents, accountants, counsel, financing sources and representatives of CRIC such
additional financial and operating data and other information regarding the assets, properties,
liabilities and goodwill of China Online, the China Online Companies, the China Online Business or
any SINA information related to the China Online Business (or legible copies thereof) as CRIC may
from time to time reasonably request.



     (c) In order to facilitate the resolution of any claims made by or against or incurred by SINA
after the Closing or for any other reasonable purpose, for a period of seven years following the
Closing, CRIC shall (i) retain the books and records of CRIC which relate to the CRIC Business and
its operations for periods prior to the Closing and which shall not otherwise have been delivered
to SINA and (ii) upon reasonable notice, afford the officers, employees, agents and representatives
of SINA reasonable access (including the right to make photocopies, at the expense of SINA), during
normal business hours, to such books and records.



     (d) In order to facilitate the resolution of any claims made by or against or incurred by CRIC
after the Closing or for any other reasonable purpose, for a period of seven years following the
Closing, SINA shall (i) retain the books and records of SINA which relate to the CRIC Business and
its operations for periods prior to the Closing and which shall not otherwise have been delivered
to CRIC and (ii) upon reasonable notice, afford the officers, employees, agents and representatives
of CRIC reasonable access (including the right to make photocopies, at the expense of CRIC), during
normal business hours, to such books and records.



     SECTION 5.03. Notice of Developments. Prior to the Closing, CRIC and SINA shall
promptly notify the other party in writing of (a) all events, circumstances, facts and occurrences
arising subsequent to the date of this Agreement which could result in any breach of



43









 









a representation or warranty or covenant of CRIC or SINA, as the case may be, in this
Agreement or which could have the effect of making any representation or warranty of CRIC or SINA,
as the case may be, in this Agreement untrue or incorrect in any respect and (b) all other material
developments affecting the assets, Liabilities, business, financial condition, operations, results
of operations, customer or supplier relations, employee relations, projections or prospects of CRIC
or SINA, as the case may be; provided, in each case, that no such notification shall affect
the representations and warranties, covenants or agreements of either CRIC or SINA or relieve
either CRIC or SINA of any liability for breach of any such representation, warranty, covenant or
agreement or affect the remedies available to the other party hereunder, including under Article
VIII hereof.



     SECTION 5.04. Release. Prior to Closing, each of SINA and China Online shall execute
waivers (the Mutual Waivers”), identical in form and substance, to the effect that as of
the Closing, SINA, with respect to China Online and China Online, with respect to SINA, in each
case, on its own behalf and on behalf of each of its present and former Affiliates (excluding, in
the case of SINA, the China Online Companies) and all persons claiming by or through them (the
“Releasing Parties”) unconditionally and irrevocably waives, releases, discharges and
agrees to hold harmless, in the case of SINA, China Online and the other China Online Companies,
and in the case of China Online, SINA, and in each case, each of their respective officers,
directors, employees, agents, representatives (in their capacity as officers, directors, employees,
agents or representatives), and their respective heirs, legal representatives, successors and
assigns and any and all of the foregoing (collectively, the “Released Parties”) from any
and all Actions which any of the Releasing Parties ever had, now have or hereafter can, shall or
may have against the Released Parties; and further agrees to waive and release (to the maximum
extent permitted by law) any and all claims, rights or defenses that it may have under the Law of
any applicable jurisdiction that may otherwise limit or restrict the effectiveness or scope of the
release granted hereunder; provided, however that the foregoing provisions of this
Section 5.04 shall not apply to or affect any obligations or liabilities which arise or are
incurred pursuant to (i) the Transaction Documents (including this Agreement and the Ancillary
Agreements); or (ii) any agreements or transactions entered into following the Closing; or (iii)
accounts payable for license fees owing but not yet due in the ordinary course of business under
the licensing agreements set forth in Schedule 5.04, which licensing agreements are to be amended
and restated on the Closing Date pursuant to the Ancillary Agreements.



     SECTION 5.05. Amendment of Memorandum and Articles of Association. Following the
date hereof, CRIC shall take all necessary action to, with effect as of the Closing, duly execute
an amendment to its Memorandum and Articles of Association (or similar organizational documents) to
provide, among other things, that (i) any contract or agreement (and any modification or amendment
thereto) between or among any CRIC Company, on the one hand, and any Affiliate thereof, on the
other hand, with a value exceeding the greater of (A) $10,000,000 and (B) more than 5% of the total
revenues of CRIC in the most recent fiscal year for which CRIC’s audited consolidated financial
statements are available, be subject to the approval of a majority of the disinterested members of
the Board of Directors of CRIC (such process, the “Related Party Transaction Approval
Process”) and (ii) any modification or amendment to the Related Party Transaction Approval
Process be a matter requiring the approval of not less than three-fourths of the members of the
Board of Directors of CRIC.



44









 







     SECTION 5.06. Form F-1. CRIC shall, not less than five (5) Business Days prior to
the date that CRIC files the Final Form F-1 with the SEC (the “Public Filing Date”),
furnish to SINA or its counsel the latest draft of the Final Form F-1 as of such date and all
amendments and supplements thereto until the Public Filing Date. CRIC shall also furnish to SINA
or its counsel drafts of the pre-effective amendments to the Final Form F-1 to be filed with the
SEC after the Public Filing Date. SINA shall have the right to provide CRIC with any comments it
may have to such drafts, but only to the extent that such comments relate to disclosures with
respect to China Online F-1 Disclosure. SINA shall ensure that all such comments are provided in a
prompt manner, having regard to the IPO timetable and IPO marketing process. If CRIC determines
that it does not wish to incorporate into the Final Form F-1 (including any such pre-effective
amendment) any comments so provided by SINA with the respect to the China Online F-1 Disclosure to
be included therein, CRIC and SINA (or their respective counsel) shall promptly discuss such
comments in good faith and attempt to agree on amendments to deal with such comments such that SINA
consents to such amendments or agrees to withdraw such comments. For its part, SINA will cooperate
with CRIC and its counsel in such process and shall not unreasonably withhold, delay or condition
its consent (having regard to the IPO timetable and IPO marketing process). Any information with
respect to which SINA reasonably withholds consent for inclusion into the Final Form F-1 but which
CRIC nevertheless includes in the Final Form F-1 shall constitute “Non-Consented
Disclosure.”



     SECTION 5.07. Confidentiality.



     (a) Each of SINA and CRIC acknowledge that SINA and CRIC have previously executed a mutual
non-disclosure agreement dated July 23, 2009 (the “Confidentiality Agreement”),
which Confidentiality Agreement shall notwithstanding its terms continue in full force and effect
until the Closing or, if this Agreement is terminated pursuant to Article VIII, the first (1st)
anniversary of the termination of this Agreement. In addition, the parties hereto agree that the
terms and conditions of the transactions contemplated hereby, and information exchanged in
connection with the execution hereof and the consummation of the transactions contemplated hereby,
shall be subject to the Confidentiality Agreement.



     (b) Following the Closing, (i) SINA shall, and shall cause its Affiliates and its and its
Affiliates’ respective officers, directors, agents and representatives to, treat and hold as
confidential all CRIC Post-Closing Information and not to use any CRIC Post-Closing Information
other than for the benefit of CRIC and its Subsidiaries or as otherwise permitted under the
Ancillary Agreements; and (ii) CRIC shall, and shall cause its Affiliates and its and its
Affiliates’ respective officers, directors, agents and representatives to, treat and hold as
confidential all SINA Post-Closing Information and not to use any SINA Post-Closing Information
other than for the benefit of SINA and its Subsidiaries or as otherwise permitted under the
Ancillary Agreements; provided, however that the foregoing restrictions shall not
apply to any CRIC Post-Closing Information (in the case of (i)) or SINA Post-Closing Information
(in the case of (ii)), which (i) was publicly known by the recipient of such information or its
Affiliates or their respective officers, directors, agents and representatives (each a
“Recipient”) at the time of communication thereof by the disclosing party; (ii) becomes
publicly known through no fault of the Recipient, subsequent to the time of the communication
thereof by the disclosing party to the Recipient; (iii) is developed by the Recipient independently
of and without reference to any of the disclosed information or any other information that the



45









 









disclosing party disclosed in confidence to any third party; (iv) is required to be disclosed
by an applicable Law or any Governmental Order binding on the Recipient provided that (A) the
Recipient provides the disclosing party with prompt written notice of such requirement so that the
disclosing party may at its own cost seek a protective order or other remedy; (B) in the event that
such protective order or other remedy is not obtained, the Recipient shall furnish only that
portion of such information which is legally required to be provided and exercise its reasonable
best efforts to obtain assurances that confidential treatment will be accorded such information.



     (c) The parties agree and acknowledge that remedies at law for any breach of obligations under
this Section 5.07 are inadequate and that in addition thereto the non-breaching party shall be
entitled to seek equitable relief, including injunction and specific performance, in the event of
any such breach.



     SECTION 5.08. China Online Companies. From the date hereof, SINA and CRIC shall use
commercially reasonable efforts to discuss and agree upon amendments to the China Online Control
Agreements, with effect as of the Closing, to conform them with the agreements, contracts and
instruments enabling CRIC to effect control over and consolidate with its financial statements
Shanghai Tian Zhuo Advertising Co., Ltd., in form and substance reasonably satisfactory to SINA.
SINA shall take all actions necessary to ensure that, as of the Closing Date, the China Online
Domestic Entity shall have obtained an updated business license from the State Administration for
Industry and Commerce evidencing ownership of 100% equity interest in the China Online Domestic
Entity by a nominee or nominees acceptable to CRIC in its sole discretion.



     SECTION 5.09. Transfer of China Online Trademarks. On or prior to Closing, SINA
shall file with the relevant Governmental Authorities documents necessary to assign any and all of
SINA’s right, title and interest in and to the Transferred Trademarks to CRIC or a China Online
Company, as reasonably requested by CRIC.



     SECTION 5.10. Data from Third Party Providers. CRIC shall use commercially
reasonable and practical efforts to mitigate the risk that the use by any CRIC Company of data
received from third party providers will infringe, misappropriate or otherwise violate the
Intellectual Property rights of any other Person in each case, in any material manner.



     SECTION 5.11. China Online Shareholders’ Agreement. Each of the parties hereto
agrees and shall use all reasonable efforts to take, or cause to be taken, all appropriate action
to terminate, effective as of the Closing, the shareholders’ agreement, dated as of February 24,
2008, by and among SINA, E-House, E-House Info and China Online.



     SECTION 5.12. Employee Benefits.



     (a) Prior to the Closing Date, CRIC shall effect a reverse stock split of all issued and
outstanding CRIC Shares, pursuant to which each then issued and outstanding CRIC Share shall
automatically convert into one-half of a CRIC Share.



     (b) As of the Closing Date, and following the reverse stock split referred to in Section
5.12(a), each outstanding option to purchase one (1) China Online Share under the China Online
Stock Option Plan, whether or not vested (each a “China Online Option”), shall be



46









 









automatically converted into an option to purchase one (1) CRIC Share (an “Adjusted
Option”) on the same terms and conditions as were set forth in the China Online Stock Option
Plan and the applicable grant or option agreement (including terms and conditions as to vesting,
exercisability and exercise price), except to the extent that such terms and conditions may be
altered in accordance with their terms as a result of the transactions contemplated in this
Agreement.



     (c) Each employee, director or consultant of SINA or any of its Subsidiaries (each, a SINA
Employee”) who holds a China Online Option immediately prior to the Closing shall, to the
extent not vested, continue to receive credit for vesting purposes with respect to any Adjusted
Option for services performed by such SINA Employee on or after the Closing Date and shall not
incur a termination of Service (as such term is defined under the China Online Stock Option Plan)
for purposes of the China Online Stock Option Plan and any applicable grant or option agreement;
provided that such SINA Employee continues to provide Services to SINA or any of its
Subsidiaries.



     (d) SINA and CRIC mutually agree to use their reasonable best efforts to take all actions that
are necessary and appropriate to effectuate the actions contemplated by this Section 5.12.



     SECTION 5.13. Ancillary Agreements. Each of CRIC and SINA shall, and shall cause its
respective Subsidiaries to, negotiate in good faith and use its respective best efforts to agree,
prior to the Public Filing Date, on the form and substance of the Ancillary Agreements.



     SECTION 5.14. Further Action. Each of the parties hereto shall use all reasonable
efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things
necessary, proper or advisable under applicable Law, and to execute and deliver such documents and
other papers, as may be required to carry out the provisions of this Agreement and the Ancillary
Agreements to which it is a party and consummate and make effective the transactions contemplated
hereby and thereby.



ARTICLE VI




CONDITIONS TO CLOSING




     SECTION 6.01. Conditions to Obligations of SINA. The obligations of SINA to
consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or
written waiver, at or prior to the Closing, of each of the following conditions:




    (a) Ancillary Agreements. Each of the Ancillary Agreements shall have been
agreed between the parties hereto and thereto and executed in form and substance reasonably
satisfactory to SINA.




    (b) Conditions to IPO Satisfied. All conditions precedent (other than those to
be satisfied contemporaneously with Closing) under the underwriting agreement for the IPO
shall have been satisfied or waived in accordance with such underwriting agreement;



47









 








    (c) Market Capitalization. The Market Capitalization shall not be less than an
amount to be agreed between SINA and CRIC prior to the Public Filing Date; and




    (d) Shareholding in CRIC. The Subscription Shares shall represent not less
than 39% of the issued and outstanding share capital of CRIC (excluding (i) any CRIC Shares
to be issued in the IPO and (ii) any CRIC Shares to be issued upon exercise, conversion or
exchange of options or other securities).



     SECTION 6.02. Conditions to Obligations of CRIC. The obligations of CRIC to
consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or
written waiver, at or prior to the Closing, of each of the following conditions:




    (a) Ancillary Agreements. Each of the Ancillary Agreements shall have been
agreed between the parties hereto and thereto and executed in form and substance reasonably
satisfactory to SINA.




    (b) Conditions to IPO Satisfied. All conditions precedent (other than those to
be satisfied contemporaneously with Closing) under the underwriting agreement for the IPO
shall have been satisfied or waived in accordance with such underwriting agreement; and




    (c) Market Capitalization. The Market Capitalization shall not be less than an
amount to be agreed between SINA and CRIC prior to the Public Filing Date.



ARTICLE VII




INDEMNIFICATION




     SECTION 7.01. Survival of Representations and Warranties. (a) The representations
and warranties of SINA contained in this Agreement and the Ancillary Agreements shall survive the
Closing until 18 months after the Closing; provided, however, that (i) the
representations and warranties made pursuant to Sections 3.01, 3.02, 3.03, 3.04, 3.06 and 3.07
shall survive indefinitely and (ii) the representations and warranties dealing with Tax matters
shall survive until 120 days after the expiration of the relevant statute of limitations for the
Tax liabilities in question. Neither the period of survival nor the liability of SINA with respect
to SINA’s representations and warranties shall be reduced by any investigation made at any time by
or on behalf of CRIC. If written notice of a claim setting forth reasonable details as to the
basis of the claim has been given prior to the expiration of the applicable representations and
warranties by CRIC to SINA, then the relevant representations and warranties shall survive as to
such claim, until such claim has been finally resolved.



     (b) The representations and warranties of CRIC contained in this Agreement and the Ancillary
Agreements shall survive the Closing until 18 months after the Closing; provided,
however, that (i) the representations and warranties made pursuant to Sections 4.01, 4.02,
4.03, 4.04 and 4.05 shall survive indefinitely and (ii) the representations and warranties dealing
with Tax matters shall survive until 120 days after the expiration of the relevant statute of
limitations for the Tax liabilities in question. Neither the period of survival nor the liability
of CRIC with respect to CRIC’s representations and warranties shall be reduced by any



48









 









investigation made at any time by or on behalf of SINA. If written notice of a claim setting
forth reasonable details as to the basis of the claim has been given prior to the expiration of the
applicable representations and warranties by SINA to CRIC, then the relevant representations and
warranties shall survive as to such claim, until such claim has been finally resolved.



     SECTION 7.02. Indemnification by SINA. Following the Closing, CRIC and its
Affiliates, officers, directors, employees, agents, successors and assigns (each a “CRIC
Indemnified Party”) shall be indemnified and held harmless by SINA for and against any and all
Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties
(including attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them
(including any Action brought or otherwise initiated by any of them) (hereinafter a
“Loss”), arising out of or resulting from:




    (a) the breach of any representation or warranty made by SINA contained in this
Agreement and the Ancillary Agreements (it being understood that such representations and
warranties, other than the representations and warranties made by SINA contained in Section
3.29 of this Agreement, which shall be interpreted giving effect to all materiality
limitations or qualifiers therein, shall be interpreted without giving effect to any
limitations or qualifications as to “materiality” (including the word “material”) or “China
Online Material Adverse Effect” set forth therein);




    (b) the breach of any covenant or agreement by SINA contained in this Agreement and the
Ancillary Agreements; or




    (c) the failure of any representation or warranty contained in the Agreement or any
Ancillary Agreement to be true and correct on the Closing Date as if given as of the Closing
Date (except to the extent such representations and warranties are as of another date, in
which case, the failure of any such representation and warranty to be true and correct as of
that date);


provided, that for the purposes of indemnification pursuant to this Article VII with
respect to a Loss suffered or incurred at a China Online Company, CRIC shall only be deemed to have
suffered a Loss for which SINA is liable for indemnification under this Article VII with respect to
66% of the Loss suffered or incurred at such China Online Company (being such portion of the Loss
attributable to the SINA JV Shares being purchased hereunder).



To the extent that SINA’s undertakings set forth in this Section 7.02 may be unenforceable, SINA
shall contribute the maximum amount that it is permitted to contribute under applicable Law to the
payment and satisfaction of all Losses incurred by the CRIC Indemnified Parties, subject to the
limitations set forth in Section 7.04.




     SECTION 7.03. Indemnification by CRIC. Following the Closing, SINA and its
Affiliates, officers, directors, employees, agents, successors and assigns (each a “SINA
Indemnified Party”) shall be indemnified and held harmless by CRIC for and against any and all
Losses, arising out of or resulting from:




    (a) the breach of any representation or warranty made by CRIC contained in this
Agreement and the Ancillary Agreements (it being understood that such



49









 









representations and warranties, other than the representations and warranties made by
CRIC contained in Section 4.10 of this Agreement, which shall be interpreted giving effect
to all materiality limitations or qualifiers therein, shall be interpreted without giving
effect to any limitations or qualifications as to “materiality” (including the word
“material”) or “CRIC Material Adverse Effect” set forth therein);




    (b) the breach of any covenant or agreement by CRIC contained in this Agreement; or




    (c) the failure of any representation or warranty contained in the Agreement to be true
and correct on the Closing Date as if given as of the Closing Date (except to the extent
such representations and warranties are as of another date, in which case, the failure of
any such representation and warranty to be true and correct as of that date).


To the extent that CRIC’s undertakings set forth in this Section 7.03 may be unenforceable, CRIC
shall contribute the maximum amount that it is permitted to contribute under applicable Law to the
payment and satisfaction of all Losses incurred by the SINA Indemnified Parties, subject to the
limitations set forth in Section 7.04.




     SECTION 7.04. Limits on Indemnification. Notwithstanding anything to the contrary
contained in this Agreement: (a) an Indemnifying Party shall not be liable for any claim for
indemnification pursuant to Section 7.02(a) or (c) or 7.03(a) or (c), unless and until the
aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals
or exceeds $2,000,000, whereupon the Indemnifying Party shall be entitled to indemnification for
the full amount of such Losses, (b) no Losses may be claimed under Section 7.02(a) or 7.03(a) by an
Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in
calculating the aggregate Losses set forth in clause (a) above other than Losses in excess of
$50,000 resulting from any single or aggregated claims arising out of the same facts, events or
circumstances, and (c) the maximum amount of indemnifiable Losses which may be recovered from an
Indemnified Party arising out of or resulting from the causes set forth in Section 7.02(a) or
7.03(a), as the case may be, shall be an amount equal to $100,000,000.



     SECTION 7.05. Notice of Loss; Third Party Claims. (a) An Indemnified Party shall
give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given
or could give rise to a right of indemnification under this Agreement, within 60 days of such
determination, stating the amount of the Loss, if known, and method of computation thereof, and
containing a reference to the provisions of this Agreement in respect of which such right of
indemnification is claimed or arises.



     (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment
(each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under
this Article VII, within thirty (30) days of the receipt of such notice, the Indemnified Party
shall give the Indemnifying Party notice of such Third Party Claim; provided,
however, that the failure to provide such notice shall not release the Indemnifying Party
from any of its obligations under this Article VII except to the extent that the Indemnifying Party
is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any
other obligation or Liability that it may have to any Indemnified Party otherwise than under this
Article VII. If the



50









 









Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party
hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying
Party shall be entitled to assume and control the defense of such Third Party Claim at its expense
and through counsel of its choice if it gives notice of its intention to do so to the Indemnified
Party within fourteen (14) days of the receipt of notice from the Indemnified Party of such Third
Party Claim; provided, however, that if there exists or is reasonably likely to
exist a conflict of interest that would make it inappropriate in the reasonable judgment of the
Indemnified Party in its sole and absolute discretion for the same counsel to represent both the
Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to
retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is
required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party
exercises the right to undertake any such defense against any such Third Party Claim as provided
above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make
available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent
records, materials and information in the Indemnified Party’s possession or under the Indemnified
Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly,
in the event the Indemnified Party is, directly or indirectly, conducting the defense against any
such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such
defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such
witnesses, records, materials and information in the Indemnifying Party’s possession or under the
Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party.
No Third Party Claim may be settled (i) by the Indemnified Party without the prior written consent
of the Indemnifying Party (which shall not be unreasonably withheld or delayed) or (ii) by the
Indemnifying Party without the prior written consent of the Indemnified Party, except, in the case
of (ii) only, where settlement of such Third Party Claim (x) includes an unconditional release of
the Indemnified Party from all liability arising out of such Action, audit, demand or assessment
and (y) does not include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of the Indemnified Party.



     SECTION 7.06. Exclusive Remedy. Following the Closing, indemnification as set forth
in this Article VII shall be the exclusive remedy available, (i) to SINA, with respect to any
breaches of any representations and warranties, covenants or agreement by CRIC in this Agreement,
and (ii) to CRIC, with respect to any breaches of any representations and warranties, covenants or
agreement by SINA in this Agreement, except in each case pursuant to Section 9.12.



ARTICLE VIII




TERMINATION, AMENDMENT AND WAIVER




     SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the
Closing:




    (a) by either SINA or CRIC if the Closing shall not have occurred by April 30, 2010 or
such other date as SINA and CRIC may mutually agree upon in writing; provided,
however, that the right to terminate this Agreement under this Section 8.01(a) shall
not be available to any party whose failure to fulfill any obligation under this



51









 









Agreement shall have been the cause of, or shall have resulted in, the failure of the
Closing to occur on or prior to such date;




    (b) by either SINA or CRIC in the event that any Governmental Order restraining,
enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall
have become final and nonappealable;




    (c) by CRIC if SINA shall have breached any of its representations, warranties,
covenants or agreements contained in this Agreement which would give rise to the failure of
a condition set forth in Article VI, which breach cannot be or has not been cured within 30
days after the giving of written notice by CRIC to SINA specifying such breach;




    (d) by SINA if CRIC shall have breached any of its representations, warranties,
covenants or agreements contained in this Agreement which would give rise to the failure of
a condition set forth in Article VI, which breach cannot be or has not been cured within 30
days after the giving of written notice by SINA to CRIC specifying such breach; or




    (e) by the mutual written consent of the SINA and CRIC.



     SECTION 8.02. Effect of Termination. In the event of termination of this Agreement
as provided in Section 8.01, this Agreement shall forthwith become void and there shall be no
liability on the part of either party hereto except (a) as set forth in Article IX and (b) that
nothing herein shall relieve either party from liability for any breach of this Agreement occurring
prior to such termination.



ARTICLE IX




GENERAL PROVISIONS




     SECTION 9.01. Expenses. Except as otherwise specified in this Agreement, all costs
and expenses, including, fees and disbursements of counsel, financial advisors and accountants,
incurred in connection with this Agreement and the transactions contemplated by this Agreement
shall be borne by the party incurring such costs and expenses, whether or not the Closing shall
have occurred.



     SECTION 9.02. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed duly given, made or received (i)
on the date of delivery if delivered in person or by messenger service, (ii) on the date of
confirmation of receipt of transmission by facsimile (or, the first (1st) Business Day
following such receipt if (a) such date of confirmation is not a Business Day or (b) confirmation
of receipt is given after 5:00 p.m., Beijing time) or (iii) on the date of confirmation of receipt
if delivered by an internationally recognized overnight courier service or registered or certified
mail (or, the first (1st) Business Day following such receipt if (a) such date of
confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing
time) to the respective parties hereto at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section 9.02):



52









 








	 	(a)	 	if to SINA:
	 
	 	 	 	SINA Corporation

20/F Beijing Ideal International Plaza

No. 58 Northwest 4th Ring Road

Haidian District, Beijing, 100090, People’s Republic of China

Facsimile: +86 10 8260 7166

Attention: Corporate Secretary
	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Shearman & Sterling LLP

12th Floor East Tower, Twin Towers

B-12 Jianguomenwai Dajie

Beijing 100022, China

Facsimile: +86 10 6563 6001

Attention: Lee Edwards, Esq.
	 
	 	(b)	 	if to CRIC:
	 
	 	 	 	CRIC Holdings Limited

No. 383 Guangyan Road

Shanghai 200072

People’s Republic of China

Facsimile: +86 21 6086 7111

Attention: Ding Zuyu
	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

12 Queen’s Road Central, Hong Kong

Facsimile: +852 3740 4727

Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.





     SECTION 9.03. Public Announcements. Other than (i) the filing with the SEC of the
Form F-1, any amendments thereto and any other documents filed in connection with the Form F-1,
including the filing of this Agreement and the Ancillary Agreements or (ii) any communications with
the relevant stock exchange or regulators in connection with the IPO, in each case, as deemed
necessary or desirable in the sole discretion of CRIC, neither party to this Agreement shall make,
or cause to be made, any press release or public announcement in respect of this Agreement or the
transactions contemplated by this Agreement or otherwise communicate with any news media without
the prior written consent of the other party unless otherwise required by Law or applicable stock
exchange regulation, and the parties to this Agreement shall cooperate as to the timing and
contents of any such press release, public announcement or communication.



53









 







     SECTION 9.04. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect for so long as the
economic or legal substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to either party hereto. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties
as closely as possible in an acceptable manner in order that the transactions contemplated by this
Agreement are consummated as originally contemplated to the greatest extent possible.



     SECTION 9.05. Entire Agreement. This Agreement, the Ancillary Agreements and the
Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and thereof and supersede all prior agreements and undertakings, both written
and oral, between SINA and CRIC with respect to the subject matter hereof and thereof.



     SECTION 9.06. Assignment. This Agreement may not be assigned by operation of law or
otherwise without the express written consent of SINA and CRIC (which consent may be granted or
withheld in the sole discretion of the SINA or CRIC), as the case may be.



     SECTION 9.07. Amendment. This Agreement may not be amended or modified except (a) by
an instrument in writing signed by, or on behalf of, SINA and CRIC or (b) by a waiver in accordance
with Section 9.08.



     SECTION 9.08. Waiver. Either party to this Agreement may (a) extend the time for the
performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies
in the representations and warranties of the other party contained herein or in any document
delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of
the other party or conditions to such party’s obligations contained herein. Any such extension or
waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound
thereby. No waiver of any representation, warranty, agreement, condition or obligation granted
pursuant to this Section 9.08 or otherwise in accordance with this Agreement shall be construed as
a waiver of any prior or subsequent breach of such representation, warranty, agreement, condition
or obligation or any other representation, warranty, agreement, condition or obligation. The
failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver
of any of such rights.



     SECTION 9.09. No Third Party Beneficiaries. Except for the provisions of Article VII
relating to indemnified parties, this Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their respective successors and permitted assigns and nothing
herein, express or implied (including the provisions of Article VII relating to indemnified
parties), is intended to or shall confer upon any other Person any legal or equitable right,
benefit or remedy of any nature whatsoever, including any rights of employment for any specified
period, under or by reason of this Agreement.



54









 







     SECTION 9.10. Currency. Unless otherwise specified in this Agreement, all references
to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars
and all payments hereunder shall be made in United States dollars.



     SECTION 9.11. Set Off. Without limiting the availability of other remedies of CRIC
or SINA hereunder, the parties hereto shall be entitled to deduct and set off against obligations
and liabilities owing to (i) SINA, SINA WFOE or Beijing SINA; or (ii) CRIC or China Online whether
under this Agreement, the Ancillary Agreements or otherwise, any amounts owed to (i) SINA, SINA
WFOE or Beijing SINA; or (ii) CRIC or China Online, respectively.



     SECTION 9.12. Specific Performance. The parties hereto acknowledge and agree that
irreparable damage would occur if any of the provisions of this Agreement are not performed in
accordance with their specific terms and that any breach of this Agreement could not be adequately
compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or
remedy to which a party hereto may be entitled, at law or in equity, it shall be entitled to
enforce any provision of this Agreement by a decree of specific performance and to temporary,
preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of
the provisions of this Agreement, without posting any bond or other undertaking.



     SECTION 9.13. Governing Law; Arbitration. This Agreement and any dispute or
claim arising out of or in connection with it or its subject matter shall be governed by, and
construed in accordance with, the laws of the state of New York (without regard to its conflicts of
laws rules that would mandate the application of the laws of another jurisdiction).



     (b) Any dispute, controversy or claim arising out of or relating to this Agreement or its
subject matter (including a dispute regarding the existence, validity, formation, effect,
interpretation, performance or termination of this Agreement) (each a “Dispute”) shall be
finally settled by arbitration.




    (i) The place of arbitration shall be Hong Kong, and the arbitration shall be
administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in
accordance with the HKIAC Administered Arbitration Rules then in force (the “HKIAC
Rules”).




    (ii) The arbitration shall be decided by a tribunal of three (3) arbitrators, whose
appointment shall be in accordance with the HKIAC Rules; provided, however, that the third
presiding arbitrator must be licensed to practice New York state law and in good standing
with the New York State Bar, as of the date the Notice of Arbitration is received by the
HKIAC Secretariat.




    (iii) Arbitration proceedings (including but not limited to any arbitral award
rendered) shall be in English.




    (iv) Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to
the commencement of arbitration of any existing Dispute(s), shall be resolved by the
tribunal already appointed to hear the existing Dispute(s).



55









 








    (v) The award of the arbitration tribunal shall be final and conclusive and binding
upon the parties as from the date rendered.




    (vi) Judgment upon any award may be entered and enforced in any court having
jurisdiction over a party or any of its assets. For the purpose of the enforcement of an
award, the parties irrevocably and unconditionally submit to the jurisdiction of any
competent court and waive any defenses to such enforcement based on lack of personal
jurisdiction or inconvenient forum.



     SECTION 9.14. Counterparts. This Agreement may be executed and delivered (including
by facsimile transmission) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement.



56









 







     IN WITNESS WHEREOF, SINA and CRIC have caused this Agreement to be executed as of the date
first written above by their respective officers thereunto duly authorized.




	 	 	 	 	 
	 	SINA CORPORATION	 
	 
	 	By:  	                          /s/ Charles Chao
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




	 	 	 	 	 
	 	CRIC HOLDINGS LIMITED	 
	 
	 	By:  	                            /s/ Xin Zhou
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




[Signature Page to Share Purchase Agreement]


 









 








	 	 	 	 	 



SCHEDULE A




DRAFT FORM F-1





 











 







SCHEDULE 3.14(b)




LIST OF TRADEMARK REGISTRATIONS AND APPLICATION




	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 
	 	 	 	Application	 	 	 	 
	Trademark	 	 	Number	 	Applicant	 	Registration Authority
	sinahouse.sina.com.cn

	 	 	7120368	 	 	Beijing SINA
Internet
Information Service
Co., Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	sina

	 	 	7120374	 	 	Beijing SINA
Internet
Information Service
Co., Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7149838	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7149863	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7149842	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7149865	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148055	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148054	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148053	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148052	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148051	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148050	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148049	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148048	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148047	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148046	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	my leju

	 	 	7148045	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	my leju

	 	 	7148044	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	my leju

	 	 	7148043	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	my leju

	 	 	7148042	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148041	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148040	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148039	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148038	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau






 









 








	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 
	 	 	 	Application	 	 	 	 
	Trademark	 	 	Number	 	Applicant	 	Registration Authority
	

	 	 	7148037	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148036	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148014	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	7148015	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	sinahouse.sina.com.cn

	 	 	7121842	 	 	SINA.com Online
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	sinahouse.sina.com.cn

	 	 	7121843	 	 	SINA.com Online
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	sinahouse.sina.com.cn

	 	 	7121844	 	 	SINA.com Online
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	sina

	 	 	7121845	 	 	SINA.com Online
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	sina

	 	 	7121846	 	 	SINA.com Online
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	sina

	 	 	7121847	 	 	SINA.com Online
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	6531212	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	6531211	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	leju

	 	 	6531210	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	leju

	 	 	6531209	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	leju

	 	 	6531208	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	6535608	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	6535607	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	

	 	 	6535606	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	ileju

	 	 	6535605	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	ileju

	 	 	6535604	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau
	 
	 	 	 	 	 	 	 	 
	ileju

	 	 	6535636	 	 	SINA.com Technology
(China) Co. Ltd.
	 	PRC Trademark Bureau







 









 










SCHEDULE 4.03(e)




LIST OF SHAREHOLDERS POST-CLOSING




	 	 	 
	Shareholder	 	Number of CRIC Shares Held
	 
	 	 
	E-House (China) Holdings Limited
	 	71,522,222
	 
	 	 
	Modern Information Ltd.
	 	3,033,333






 









 








EXHIBIT A




SHAREHOLDERS AGREEMENT




 









 







EXHIBIT B




REGISTRATION RIGHTS AGREEMENT





 











 




EXECUTION VERSION




AMENDMENT AGREEMENT




     AMENDMENT (this “Amendment”), effective as of September 29, 2009, to the Share
Purchase Agreement, dated as of July 23, 2009 (the “Agreement”) between SINA CORPORATION, a
company organized under the laws of the Cayman Islands (“SINA”), and CHINA REAL ESTATE
INFORMATION CORPORATION, a company organized under the laws of the Cayman Islands (“CRIC”).
Capitalized terms used but not defined herein shall have the meanings attributed to such terms in
the Amendment.



WITNESSETH:




     WHEREAS, SINA and CRIC have entered into the Agreement; and



     WHEREAS, pursuant to and in accordance with Section 9.07 of the Agreement, SINA and CRIC wish
to amend the Agreement as set forth in this Amendment.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants
hereinafter set forth, and intending to be legally bound, SINA and CRIC hereby agree as follows:



     Section 1. Amendments. The parties hereto hereby agree to the following amendments to
the Agreement:




     (a) Second Recital. The reference in the second recital of the Agreement to
“$1.00” as the par value of each China Online Share is hereby replaced with “$0.0002”.




     (b) Fifth Recital. The fifth recital of the Agreement is hereby amended and
restated in its entirety as follows:




     “WHEREAS, on or prior to the consummation of the transactions contemplated by this
Agreement, the following ancillary agreements will be entered into by the parties thereto:
(i) an Amended and Restated Software License Agreement between SINA WFOE (as defined below)
and Shanghai SINA Leju Information Technology Co. Ltd., a wholly-owned subsidiary of China
Online HK (the “China Online WFOE”) (the “Software License Agreement”), (ii)
an Amended and Restated Domain Name License Agreement between Beijing SINA Information
Service Co., Ltd., a PRC limited liability company controlled by SINA (“Beijing
SINA”) and Beijing Yisheng Leju Information Services Co., Ltd. (“Beijing
Yisheng”) (the “Domain Name License Agreement”), and (iii) an Amended and
Restated Trademark License Agreement between Beijing SINA and Beijing Yisheng (the
“Trademark License Agreement”);”




     (c) Seventh Recital. The seventh recital of the Agreement is hereby amended
and restated in its entirety as follows:




     “WHEREAS, CRIC (i) provides real estate information and consulting services and real
estate advertising services and (ii) operates a business-to-business and
business-to-consumer Internet platform targeting participants in the PRC real estate
industry, as



1









 







EXECUTION VERSION




currently conducted or contemplated to be conducted by CRIC or its Subsidiaries
anywhere in the world, (the “CRIC Business”); and”




     (d) Definitions. Each of the following definitions in Section 1.01 of the
Agreement is hereby amended and restated in its entirety as follows:




     “China Online F-1 Disclosure” shall mean any and all information, statements or
other disclosure in the Draft Form F-1 or the Final Form F-1 relating to, describing,
derived from or otherwise concerning SINA, any of its Affiliates (including any China Online
Company) and any director, officer or employee of any of the foregoing, or any China Online
Assets, the China Online Financial Statements, China Online Interim Financial Statements and
those elements of the pro forma financial statements of CRIC and China Online based upon the
financial statements or financial or accounting records of China Online; provided,
however, that if any pro forma adjustments are made to derive the pro forma
financial statements or pro forma financial information of CRIC and China Online, such pro
forma adjustments shall not be “China Online F-1 Disclosure”.




     “PRC” means the People’s Republic of China, excluding Hong Kong, Macau and
Taiwan.



     Section 2. Severability. If any term or other provision of this Amendment is invalid,
illegal or incapable of being enforced by any Law or public policy, all other terms and provisions
of this Amendment shall nevertheless remain in full force and effect for so long as the economic or
legal substance of the transactions contemplated by this Amendment is not affected in any manner
materially adverse to either party hereto. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Amendment so as to effect the original intent of the parties as closely
as possible in an acceptable manner in order that the transactions contemplated by this Amendment
are consummated as originally contemplated to the greatest extent possible.



     Section 3. Entire Agreement. This Amendment constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and thereof and supersede all prior
agreements and undertakings, both written and oral, between SINA and CRIC with respect to the
subject matter hereof and thereof.



     Section 4. Assignment. This Amendment may not be assigned by operation of law or
otherwise without the express written consent of SINA and CRIC (which consent may be granted or
withheld in the sole discretion of the SINA or CRIC), as the case may be.



     Section 5. No Third Party Beneficiaries. This Amendment shall be binding upon and
inure solely to the benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other
Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any
rights of employment for any specified period, under or by reason of this Amendment.



     Section 6. Governing Law; Arbitration. This Amendment and any dispute or claim
arising out of or in connection with it or its subject matter shall be governed by, and



2









 






EXECUTION VERSION





construed in accordance with, the laws of the state of New York (without regard to its
conflicts of laws rules that would mandate the application of the laws of another jurisdiction).




     (a) Any dispute, controversy or claim arising out of or relating to this Amendment or
its subject matter (including a dispute regarding the existence, validity, formation,
effect, interpretation, performance or termination of this Amendment) (each a
“Dispute”) shall be finally settled by arbitration.




     (b) The place of arbitration shall be Hong Kong, and the arbitration shall be
administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in
accordance with the HKIAC Administered Arbitration Rules then in force (the “HKIAC
Rules”).




     (c) The arbitration shall be decided by a tribunal of three (3) arbitrators, whose
appointment shall be in accordance with the HKIAC Rules; provided, however, that the third
presiding arbitrator must be licensed to practice New York state law and in good standing
with the New York State Bar, as of the date the Notice of Arbitration is received by the
HKIAC Secretariat.




     (d) Arbitration proceedings (including but not limited to any arbitral award rendered)
shall be in English.




     (e) Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to
the commencement of arbitration of any existing Dispute(s), shall be resolved by the
tribunal already appointed to hear the existing Dispute(s).




     (f) The award of the arbitration tribunal shall be final and conclusive and binding
upon the parties as from the date rendered.




     (g) Judgment upon any award may be entered and enforced in any court having
jurisdiction over a party or any of its assets. For the purpose of the enforcement of an
award, the parties irrevocably and unconditionally submit to the jurisdiction of any
competent court and waive any defenses to such enforcement based on lack of personal
jurisdiction or inconvenient forum.



     Section 8. Counterparts. This Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement.



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     IN WITNESS WHEREOF, SINA and CRIC have caused this Amendment to be executed as of the date
first written above by their respective officers thereunto duly authorized.



	 	 	 	 	 
	 	SINA CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CHINA REAL ESTATE INFORMATION CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 



[Signature Page to Amendment Agreement]