Exhibit 4.32





Exhibit 4.32




Service Agreement




This Agreement is entered into between the following parties in August 2009 in accordance with the
Contract Law of the People’s Republic of China and other relevant laws and regulations:



Party A: Shanghai Jinluodian Development Co., Ltd.

Party B: CRIC (Shanghai) Information Technology Co., Ltd.




Through friendly negotiation and based on the principal of equality and mutual benefit, by
accepting the entrustment from Party A, Party B will recommend land and real estate project
information to Party A, seek investors or partners for Party A, provide Party A with opportunities
of entering into transaction documents and intermediate services and project consulting services
that will facilitate the transaction. Party A and Party B hereby agree to the following terms:




	1.	 	Service Project






	 	1.1.	 	As the primary land operator of Luodian New Town, Baoshan District, Shanghai,
Party A introduces lands via a public bidding, auction and quotation system. By
accepting Party A’s entrustment, Party B hereby provides services to Party A for its
to-be introduced lot D1-2 in Luodian, Baoshan district. Party B will engage in
promotion and recommendation work during the pre-introduction period, recommend and
introduce such lot, seek investors (“Potential Investors”) to bid the lot in order to
facilitate successful transaction of the lot.






	2.	 	Party B will provide the following services:






	 	2.1.	 	Provide publicity and promotion services before the bidding, auction and
quotation of such lot, including design publicity and promotion programs, arrange
execution plan of such programs, assist Party A with the execution of such programs as
per Party A’s request;
	 
	 	2.2.	 	Introduce detailed information of the lot to the public;
	 
	 	2.3.	 	Conduct market survey, financial and operation analysis with regard to the lot
and submit written report as per Party A’s request;
	 
	 	2.4.	 	Inform Party A of the commercial conditions of Potential Investors, arrange
Party A to negotiate transaction with Potential Investors and assist Potential
Investors to participate in the auction of such lot;




 


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	 	2.5.	 	Coordinate and facilitate communication between Party A and Potential Investors
with regard to relevant information of the recommended project;
	 
	 	2.6.	 	Assist Party A to draft and revise relevant documents according to the
transaction method, so that Party A and Potential Investors will enter into the
transaction document in the end;
	 
	 	2.7.	 	Assist Party A to carry out other procedures as per Party A’s request.






	3.	 	Service Compensation and Time of Payment






	 	3.1.	 	Both parties acknowledge that if the investor recommended by Party B succeeds
in auction and enters into the land use right transfer agreement with Party A, Party A
will make payment to Party B as follows: If the calculation result of the total
transaction amount divided by the land area of the lot is no more than RMB4,000,000 per
mu, Party A shall pay 1% of the total transaction amount to Party B; If the calculation
result is more than RMB4,000,000 per mu, in addition to the aforesaid compensation,
Party A shall pay 20% of the excess transaction amount.
	 
	 	3.2.	 	Both parties agree that Party A shall make payment to Party B 15 working days
after the investor pays the first installment to Party A according to the payment
schedule and proportion of the investor.
	 
	 	3.3.	 	In case Party A fails to make payment in due time, Party A shall pay the
penalties at a daily charge of 0.5%.
	 
	 	3.4.	 	Both parties agree that even if the transaction contract is signed by Party A’s
other subsidiaries or affiliates, Party A is still obliged to made payment according to
the stipulations hereunder.






	4.	 	Confidentiality






	 	4.1.	 	Party A undertakes that the information, written report and relevant materials
with regard to the investor provided to Party A by Party B will only be limited to the
senior level personnel above Party A’s assistant general manager (including assistant
general manager) and the person in charge of the project who is determined by Party A
as well as relevant professional companies. No reproduction or copy will be made and
distributed to other persons in the company and any third party. All the
project-related information and the content of this Agreement are trade secrets which should be kept by Party A. Party A should
refrain from revealing the trade secretes to any third party (other than the project
company which is arranged by Party A to be the company responsible for the project
).




 


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	 	4.2.	 	Party B is entitled to indemnity from Party A in case Party A breaches the
confidentiality obligation.






	5.	 	Disputes arising from the performance of this Agreement that cannot be solved through
friendly negotiation shall be submitted to the people’s court where Party B locates.
	 
	6.	 	This Agreement shall take effect after both parties affix their seal hereto. Neither party is
entitled to terminate the performance of this Agreement unilaterally without the consent of
the other party.
	 
	7.	 	This Agreement shall be executed in four counterparts with each party holding two copies.





Party A: Shanghai Jinluodian Development Co., Ltd.




Representative: /s/ Liu Susheng




Date:




Party B: CRIC (Shanghai) Information Technology Co., Ltd.




Representative: /s/ Ding Zuyu




Date:



 


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Memo




Party A: Shanghai Jinluodian Development Co., Ltd.

Party B: CRIC (Shanghai) Information Technology Co., Ltd.




With regard to the “Service Compensation” under the Service Agreement entered into by both parties
with regard to lot D1-2 in Luodian, Baoshan District, both parties agree as follows:



1. Both parties agree that:



(1) Based on the auction result of the lot (the auction price for the land is RMB
1,399,950,000 and the total land area is 102,246 square meters) and in light of the circumstance
that part of Party A’s shares are state-owned shares, the actual service compensation paid by Party
A to Party B is determined to be RMB 78,000,000.



(2) After Shunchi company signed the confirmation letter, Party B is entitled to RMB
36,000,000 for its service rendered. The time of payment shall be subject to clause 2 of this Memo.



(3) After Shunchi company signs the land use right transfer agreement, Party B is entitled to
the remaining payment which is RMB 42,000,000. The time of payment shall be subject to clause 2 of
this Memo.



2. Both parties agree that after Shunchi company, the investor which succeeds in auction, signs the
land use right transfer agreement, Party A shall pay the first installment of RMB 36,000,000 to
Party B, the remaining RMB 42,000,000 shall be paid off within one week after Shunchi company
returned the land grant fee to Party A.



3. In case there is anything inconsistent between the Service Agreement and this Memo, the latter
shall prevail, other matters shall be subject to the former.



4. This Memo shall take effect after both parties affix their seals hereto on October 20, 2009.
This Memo shall be executed in two counterparts with each party holding one copy.



Party A: Shanghai Jinluodian Development Co., Ltd.

Representative:



Party B: CRIC (Shanghai) Information Technology Co., Ltd.

Representative:




 


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