<PAGE>

                                                                     EXHIBIT 4.5

                             SHAREHOLDERS AGREEMENT

                                  by and among

                   E-house (China) Investments Holding Limited
                               [CHINESE CHARACTERS]

                              Ordinary Shareholders

                                       and

                                Certain Investors

                           dated as of March 28, 2006

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                                PAGE
<S>                                                                                                   <C>
ARTICLE 1    DEFINITIONS............................................................................     1

ARTICLE 2    PREEMPTIVE RIGHTS......................................................................     6

ARTICLE 3    TRANSFER OF SHARES.....................................................................     7

ARTICLE 4    RIGHT OF FIRST REFUSAL; CO-SALE RIGHT..................................................     8

ARTICLE 5    BOARD OF DIRECTORS AND MANAGEMENT......................................................    11

ARTICLE 6    MATTERS REQUIRING INVESTORs' APPROVAL..................................................    13

ARTICLE 7    INFORMATION AND INSPECTION RIGHTS......................................................    15

ARTICLE 8    COVENANTS OF COMPANY AND ORDINARY SHAREHOLDERS.........................................    16

ARTICLE 9    PUBLIC OFFERING........................................................................    17


ARTICLE 10     LEGEND ON SHARE CERTIFICATES.........................................................    18

ARTICLE 11     DURATION OF AGREEMENT................................................................    18

ARTICLE 12     MISCELLANEOUS........................................................................    18

SCHEDULE 1     ORDINARY SHAREHOLDERS................................................................    27

SCHEDULE 2     INVESTORS............................................................................    28

EXHIBIT A      FORM OF DEED OF ADHERENCE............................................................    29
</TABLE>

                                       - i -
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                             SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this "AGREEMENT") is made as of March 28, 2006 by
and among E-house (China) Investments Holding Limited [CHINESE CHARACTERS], an
exempted company with limited liability organized and existing under the laws of
the Cayman Islands with company registration no. CR-139297 (the "COMPANY"), each
of the Ordinary Shareholders listed in Schedule 1 attached hereto (each, an
"ORDINARY SHAREHOLDER" and collectively, the "ORDINARY SHAREHOLDERS"), CHF
Investment Limited, a limited liability company organized and existing under the
laws of the British Virgin Islands ("CHF"), a wholly-owned subsidiary of China
Harvest Fund, L.P., a limited liability partnership organized and existing under
the laws of the Cayman Islands ("CHINA HARVEST"), DLJ Real Estate Capital
Partners III, L.P., a limited liability partnership organized and existing under
the laws of Delaware, U.S.A ("DLJ"), RECP III Co-Investors A, L.P., a limited
liability partnership organized and existing under the laws of Delaware, U.S.A
("RECP"), and other investors listed on Schedule 2 attached hereto (each an
"INVESTOR" and collectively, the "INVESTORS").

                                    RECITALS

WHEREAS, the Investors have agreed to subscribe for a certain number of Series A
Preferred Shares (as defined below) of the Company pursuant to the Series A
Preferred Shares Subscription Agreement, dated as of March 28, 2006 (the
"SUBSCRIPTION AGREEMENT");

WHEREAS, in connection with the Investors' subscription for such Series A
Preferred Shares and as a condition precedent to the completion of such
subscription, the parties hereto desire to enter into this Agreement to provide
for certain rights and related obligations of the Investors in respect of
information, voting, share transfers and other matters.

NOW, THEREFORE, in consideration of the foregoing premises and certain other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                             ARTICLE 1 DEFINITIONS

As used in this Agreement, and unless the context requires a different meaning,
the following terms shall have the following respective meanings, and all
capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to them in the Subscription Agreement:

"ACCEPTANCE NOTICE" shall have the meaning ascribed to it in Section 4.4 hereof.

"ACCEPTANCE PERIOD FOR EQUITY EQUIVALENTS" shall have the meaning ascribed to it
in Section 2.1 hereof.

"AFFILIATE" shall mean with respect to any Person, any other Person that (a)
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the first mentioned Person. For
purposes of this definition, "CONTROL" (including with correlative meanings, the
terms "CONTROLLING", "CONTROLLED BY" and under "COMMON CONTROL WITH") means the
possession, directly or indirectly, of the power to direct or cause the
direction of the

<PAGE>

management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

"ARTICLES OF ASSOCIATION" shall mean the Memorandum and Articles of Association
of the Company, as amended from time to time.

"ASSOCIATE" shall mean, with respect to any Person, any corporation or other
business organization of which such Person is a senior officer or partner, any
trust or estate in which such Person has a substantial beneficial interest or as
to which such Person serves as a trustee or in a similar capacity, or any
spouse, children, grandchildren, parents, parents-in-law or siblings or spouse
of such Person or a trust primarily for the benefit of any of the foregoing.

"ANNUAL BUDGET" shall mean the annual budget of the Company and/or the PRC
Subsidiary adopted by the Board of the Company and/or the PRC Subsidiary, as may
be amended from time to time.

"BOARD" shall mean the board of directors of the Company or any of its
Subsidiaries, as the context requires, as constituted from time to time.

"BOARD OF ARBITRATION" shall have the meaning ascribed to it in Section 12.2(a)
hereof.

"BONA FIDE PURCHASER" shall mean any Person who or which has delivered a good
faith written offer to purchase all or any portion of the Shares held by any
Shareholder.

"BUSINESS PLAN" shall mean the annual business plan of the Company and/or the
PRC Subsidiary adopted by the Board of the Company and/or the PRC Subsidiary, as
may be amended from time to time.

"COMPANY SHARE PLAN" shall mean an employee share ownership plan to be
established by the Company pursuant to which shares will be granted out of the
Company Share Pool.

"COMPANY SHARE POOL" shall mean the pool of 3,636,364 Ordinary Shares which
shall be transferred from On Chance Inc. to certain management personnel and
employees of the Company and its Subsidiaries, including the Management Team but
excluding the Chief Financial Officer of the Company appointed for a Qualified
IPO, covering five percent (5%) of the aggregate number of issued and
outstanding shares (including Ordinary Shares and the Series A Preferred Shares)
of the Company on an as-converted and fully diluted basis as of the Closing
Date, which shall be only granted pursuant to the Company Share Plan.

"COMPANY'S NOTICE OF INTENTION TO SELL" shall have the meaning ascribed to it in
Section 2.1 hereof.

"COMPETITOR" shall mean any Person that engages in or will engage in the real
estate intermediary service business in China (including Hong Kong, Macau and
Taiwan) as determined by the Board of the Company.

"CONFIDENTIAL INFORMATION" shall mean information of a confidential nature
created, discovered, prepared or otherwise developed by the Company or any of
its Subsidiaries, which is generally unavailable to the public and has a
material economic value in the business in which the Company or any of its
Subsidiaries is engaged. Such Confidential Information includes but is not
limited to, customer lists, pricing, marketing and sales strategies, employee
and consultant

                                      - 2 -
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rosters and other business or financial information or know-how developed by or
disclosed to the Company or any of its Subsidiaries.

"CONTINGENT OBLIGATION" shall mean as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument or arrangement (whether
in writing or otherwise) to which such Person is a party or by which it or any
of such Person's property is bound.

"CO-SALE SHARES" shall have the meaning ascribed to it in Section 4.7 hereof.

"DISPOSE" or "DISPOSITION" (and any derivatives thereof) shall mean (i) a
voluntary or involuntary sale, assignment, mortgage, grant, pledge,
hypothecation, exchange, transfer, conveyance or other disposition (whether
involving the legal or beneficial interest), and (ii) any agreement, contract or
commitment to do any of the foregoing.

"DISPOSITION NOTICE" shall have the meaning ascribed to it in Section 4.2
hereof.

"DISPOSING SHAREHOLDER" shall have the meaning ascribed to it in Section 4.1
hereof.

"EQUITY EQUIVALENTS" shall mean any and all shares, interests, participations or
other equivalents (however designated) of equity capital of the Company (or any
of its Subsidiaries, as the case may be) and any rights to acquire the
foregoing, including without limitation, any rights to acquire securities
exercisable for, convertible into or exchangeable for the foregoing.

"EXCESS OFFERED SHARES" shall have the meaning ascribed to it in Section 4.3
hereof.

"FIRST REFUSAL ALLOCATION" shall have the meaning ascribed to it in Section 4.3
hereof.

"FIRST REFUSAL RIGHT" shall have the meaning ascribed to it in Section 4.1
hereof.

"GROUP" shall mean the Company and its Subsidiaries, collectively.

"IFRS" shall mean the International Financial Reporting Standards promulgated by
the International Accounting Standards Board (IASB) (which includes standards
and interpretations approved by the IASB and International Accounting Principles
issued under previous constitutions), together with its pronouncements thereon
from time to time, and applied on a consistent basis.

"INDEBTEDNESS" shall mean, as to any Person, without duplication, (i) all
indebtedness (including principal, interest, fees and charges) of such Person
for borrowed money or for the deferred purchase price of property or services,
any obligation for the payment of money and any obligation evidenced by bonds,
debentures, notes or similar instruments, (ii) the available amount of all
letters of credit or obligations in respect of bankers acceptances issued for
the account of such Person and all unpaid drawings with respect thereto, (iii)
all liabilities secured by any Lien on any property or assets owned by such
Person, whether or not such liabilities have been assumed by such Person, (iv)
the aggregate amount required to be capitalized under leases under which such
Person is the lessee, (v) all guaranties and similar undertakings to assume or
pay the Indebtedness for borrowed money of other Person, and (vi) any Contingent
Obligation of such Person incurred in respect of any Indebtedness referred to in
(i) to (v) above.

                                      - 3 -
<PAGE>

"INTELLECTUAL PROPERTY RIGHTS" shall mean all patents, trademarks, service
marks, trade names, copyrights, rights in software, domain names, know-how,
rights in design and inventions, licenses and other intellectual property
rights, being used to conduct the business of the Company and its Subsidiaries
as now operated.

"INVESTOR" shall have the meaning ascribed to it in the preamble hereof.

"INVESTOR DIRECTOR" shall have the meaning ascribed to it in Section 5.1 hereof.

"JUNHENG" shall mean Junheng Investment Limited, an international business
company organized and existing under the laws of the British Virgin Islands.

"LIEN" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien (statutory or other), charge, claim, restriction
or preference, priority, right or other security interest or preferential
arrangement of any kind or nature whatsoever (excluding preferred share and
equity related preferences) including without limitation, those created by,
arising under or evidenced by any conditional sale or other title retention
agreement, or any financing lease having substantially the same economic effect
as any of the foregoing.

"OFFERED SHARES" shall have the meaning ascribed to it in Section 4.2 hereof.

"OFFEREES" shall have the meaning ascribed to it in Section 4.1 hereof.

"ON CHANCE" shall mean On Chance Inc., an international business company
organized and existing under the laws of the British Virgin Islands.

"ORDINARY SHAREHOLDERS" shall have the meaning ascribed to it in the preamble.

"ORDINARY SHARES" shall mean the ordinary shares, par value US$0.001 per share,
of the Company.

"ORDINARY SHAREHOLDERS" shall mean the holders of Ordinary Shares.

"PERMITTED TRANSFEREE" shall mean:

(a)   in the case of the Investors:

      (i)   any Affiliate of the Investors;

      (ii)  any investment fund in which either China Renaissance Capital
            Investment Inc. or DLJ Real Estate Capital Partners, Inc. acts as
            the manager, general partner or investment adviser;

      (iii) any unitholder, shareholder, partner or participant in any fund
            referred to in (ii) above in a general distribution of assets of
            such fund;

      (iv)  any manager, general partner or investment adviser of any fund
            referred to in (ii) above (or any officer, employee or partner of
            any such manager, general partner or investment adviser);

      (v)   a trust for the benefit of any officer, employee or partner referred
            to in (iv) above (and/or his or her family members);

                                      - 4 -
<PAGE>

      (vi)  any trustee, nominee or custodian of any person referred to in
            (i)-(v) above; and

      (vii) any limited partner or any Affiliate of the limited partner of the
            Investors.

(b)   in the case of any Ordinary Shareholder:

      (i)   any other Ordinary Shareholder; and

      (ii)  any Affiliate of any Ordinary Shareholder.

      provided, however, that it shall be a term of any such transfer that if
      the transferee is a Permitted Transferee pursuant to (a) or (b) above and
      at any time ceases to be a Permitted Transferee, it shall forthwith
      transfer the Shares acquired pursuant to Article 3 hereof and the rights
      and obligations under this Agreement to a Permitted Transferee of the
      original transferor and procure the agreement of such Permitted Transferee
      as above, provided, however, the immediately preceding sentence shall not
      require the transfer back to an investment fund referred to in (a)(ii)
      above when the transferee ceases to be a Permitted Transferee by reason of
      termination, dissolution or other similar winding up of the investment
      fund.

"PERSON" shall mean any individual, partnership, corporation, limited liability
company, joint venture, trust, firm, association, unincorporated organization or
other entity.

"PRC SUBSIDIARY" shall mean Shanghai Real Estate Consultant and Sales (Group)
Co., Limited [CHINESE CHARACTERS], a wholly foreign-owned enterprise established
under the laws of the PRC.

"PROJECTIONS" shall mean the annual business projections of the Company and/or
its PRC Subsidiary adopted by the Board of the Company and/or its PRC
Subsidiary, as may be amended from time to time.

"QUALIFIED IPO" shall mean the closing of a firm underwritten initial public
offering, on the Hong Kong Stock Exchange, the NASDAQ National Market or any
other internationally recognized stock exchange acceptable to the Investors, of
Ordinary Shares of the Company (or American depository receipts representing the
same) at a price per share (calculated on an as converted and fully-diluted
basis) implying a pre-offering market capitalization of the Company of at least
US$225 million and raising no less than US$45 million to the Company (net of any
underwriter's discounts or commissions).

"RENMINBI" or "RMB" shall mean the lawful currency of the PRC.

"SERIES A PREFERRED SHARES" shall mean the convertible redeemable participating
series A preferred shares, par value US$ 0.001 per share, of the Company.

"SHAREHOLDERS" shall mean the Investors and the Ordinary Shareholders, their
respective successors and permitted assigns, and any other holder of shares of
equity capital of the Company.

"SHARES" shall mean, with respect to any Shareholder, (i) the shares of equity
capital of the Company, including without limitation, Ordinary Shares and Series
A Preferred Shares, held at

                                      - 5 -
<PAGE>

any time by such Shareholder, and (ii) any option, warrant, or other right held
at any time by such Shareholder, exercisable for shares of equity capital of the
Company.

"SMART CREATE" shall mean Smart Create Group Limited, an international business
company organized and existing under the laws of the British Virgin Islands.

"SUBSCRIPTION AGREEMENT" shall have the meaning ascribed to it in the Recitals
hereof.

"SUBSIDIARY" shall mean, with respect to any Person, a corporation or other
entity of which 50% or more of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person. Unless
otherwise qualified, all references to a "SUBSIDIARY" or to "SUBSIDIARIES" in
this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.

                          ARTICLE 2 PREEMPTIVE RIGHTS

2.1   If at any time the Company wishes to issue any Equity Equivalents to any
      Person or Persons, the Company shall promptly deliver a notice of its
      intention to sell (the "COMPANY'S NOTICE OF INTENTION TO SELL") to the
      Investors setting forth a description of the Equity Equivalents to be
      sold, the proposed purchase price thereof and terms of sale. Upon receipt
      of the Company's Notice of Intention to Sell, the Investors shall have the
      right to purchase, at the price and on the terms stated in the Company's
      Notice of Intention to Sell, a number of the Equity Equivalents equal to
      the product of (i) a fraction, the numerator of which is the Investors'
      aggregate ownership of Equity Equivalents (calculated on an as converted
      and fully-diluted basis) and the denominator of which is the number of the
      Company's total issued and outstanding Equity Equivalents, multiplied by
      (ii) the number of Equity Equivalents to be issued. Such election is to be
      made by the Investors by written notice to the Company within thirty (30)
      calendar days after receipt by the Investors of the Company's Notice of
      Intention to Sell (the "ACCEPTANCE PERIOD FOR EQUITY EQUIVALENTS").

2.2   If effective acceptances shall not be received pursuant to Section 2.1
      above in respect of all the Equity Equivalents which are the subject of
      the Company's Notice of Intention to Sell, then the Company may, at its
      election, during a period of sixty (60) calendar days following the
      expiration of the Acceptance Period for Equity Equivalents, sell and issue
      the remaining Equity Equivalents to another Person or Persons at a price
      and upon terms not more favorable to such Person than those stated in the
      Company's Notice of Intention to Sell; provided, however, that in each
      case such Person shall agree in writing with the parties hereto to be
      bound by and to comply with all applicable provisions of this Agreement by
      executing a form of Deed of Adherence substantially in the form attached
      hereto as Exhibit A. In the event the Company has not sold the Equity
      Equivalents, or entered into an agreement to sell the Equity Equivalents,
      within such sixty (60) calendar day period, the Company shall not
      thereafter issue or sell any Equity Equivalents without first offering
      such securities to the Investors in the manner provided in Section 2.1
      hereof. Failure by the Investors to exercise their preemptive rights under
      this Article 2 with respect to any sale and issuance of Equity Equivalents
      shall not affect their right to exercise such rights with respect to any
      subsequent sale and issuance of Equity Equivalents.

                                      - 6 -
<PAGE>

2.3   If the Investor gives the Company notices pursuant to the provisions of
      this Article 2 that the Investor desires to purchase all or any of the
      Equity Equivalents it is entitled to purchase, payment therefor shall be
      made by check or wire transfer, against issuance of such Equity
      Equivalents at the executive offices of the Company, within thirty (30)
      calendar days after such notice is delivered to the Company. In the event
      that the Company's Notice of Intention to Sell specifies that
      consideration other than cash is to be paid in connection with any
      issuance of Equity Equivalents, in lieu of such other consideration, the
      Investors will be entitled to pay the cash equivalent of such other
      consideration, as determined in good faith by the Board of the Company.

2.4   The preemptive rights contained in this Article 2 shall not apply to any
      of the following: (a) any Series A Preferred Shares issued pursuant to the
      Subscription Agreement, or (b) any Ordinary Shares or Equity Equivalents
      issued (i) as a share dividend to holders of Ordinary Shares or Series A
      Preferred Shares or upon any subdivision or combination of Ordinary
      Shares, (ii) upon the conversion of any equity security or debt security
      of the Company duly issued on or prior to the date hereof, in each case,
      convertible into Ordinary Shares, (iii) upon the exercise of any option,
      warrant or other right to subscribe for, purchase or otherwise acquire
      either Ordinary Shares or any equity security or debt security convertible
      into Ordinary Shares, issued prior to the date hereof, (iv) upon the
      conversion of any Series A Preferred Shares, (v) in connection with a
      business combination, including the Company's acquisition of another
      company by merger, consolidation, scheme of arrangement or asset purchase
      or other reorganization, provided such transactions shall have been
      approved in accordance with Article 8 hereof; or (vi) pursuant to a
      Qualified IPO.

2.5   Notwithstanding anything contained herein to the contrary, the Company
      shall not issue any Equity Equivalent prior to the Qualified IPO unless
      otherwise approved by the Shareholders.

                          ARTICLE 3 TRANSFER OF SHARES

3.1   None of the Ordinary Shareholders shall, directly or indirectly, effect a
      Disposition of any of his, her or its Shares, except (i) to its Permitted
      Transferee when such Permitted Transferee shall agree in writing with the
      parties hereto to be bound by and to comply with all applicable provisions
      of this Agreement by executing a form of Deed of Adherence substantially
      in the form attached hereto as Exhibit A, or (ii) as permitted by Section
      3.2 and Article 4 hereof. The Ordinary Shareholders shall not circumvent
      the restrictions set forth in this Article 3 and Article 4 hereof by
      Disposing of, directly or indirectly, their beneficial interests in the
      Company, including without limitation, by way of a Disposition of shares
      they hold in the relevant Ordinary Shareholders or a Disposition of all or
      substantially all of the assets of the Company or any of its Subsidiaries.

3.2   Notwithstanding anything contrary contained in this Agreement but subject
      to Section 4.7 hereof, each of On Chance and Junheng may Dispose of an
      aggregate of not more than ten percent (10%) of its Shares at any time
      prior to a Qualified IPO at a price per share implying the valuation of
      the Company will generate an internal rate of return of at least thirty
      percent (30%) to the Investors, unless otherwise approved by the
      Investors.

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<PAGE>

3.3   Notwithstanding anything to the contrary herein, each of the Investors
      may, whether in a single transaction or in a series of transactions,
      Dispose of not more than 49% of the Series A Preferred Shares held by it
      at Closing at any time prior to a Qualified IPO to any third party who is
      not a Permitted Transferee, provided, however, that the Investor shall
      not, in any event, Dispose of any of its Shares to any Competitor.

3.4   Any purported Disposition in violation of this Agreement shall be null and
      void and the Company shall not recognize any such Disposition, or record
      such transfer in its register of members, or accord to any such purported
      transferee any rights as a shareholder.

                ARTICLE 4 RIGHT OF FIRST REFUSAL; CO-SALE RIGHT

4.1   If any Shareholder or an employee of the Company who becomes a Shareholder
      pursuant to the Company Share Plan (the "DISPOSING SHAREHOLDER") proposes
      to Dispose of any Shares (other than a Disposition of Ordinary Shares in a
      Qualified IPO or to a Permitted Transferee in accordance with Article 3
      hereof), the other Shareholders (including the Investors) (the "OFFEREES")
      shall have a right of first refusal (the "FIRST REFUSAL RIGHT") and a
      co-sale right with respect to such Disposition as provided in this Section
      4.7 below, provided, however, that no Shareholder shall, in any event,
      Dispose of any of its Shares to any Competitor.

4.2   If the Disposing Shareholder receives an offer from a Bona Fide Purchaser
      to acquire Shares and the Disposing Shareholder proposes to accept such
      offer, the Disposing Shareholder shall send a written notice (the
      "DISPOSITION NOTICE") to the Company, which notice shall state (i) the
      name of the Disposing Shareholder, (ii) the name and address of the
      proposed Bona Fide Purchaser, (iii) the number of Shares to be Disposed
      (the "OFFERED SHARES"), (iv) the amount and form of the proposed
      consideration for the Disposition, (v) any other material business
      relations between the Disposing Shareholder and the Bona Fide Purchaser,
      and (vi) the other terms and conditions of the proposed Disposition. In
      the event that the proposed consideration for the Disposition includes
      consideration other than cash, the Disposition Notice shall include a
      calculation of the then fair market value of such consideration and an
      explanation of the basis for such calculation as determined by an
      internationally recognized investment bank or appraisal firm reasonably
      acceptable to the Board of the Company. The Company shall deliver a copy
      of the Disposition Notice to the Offerees within five (5) Business Days of
      its receipt thereof.

4.3   For a period of thirty (30) calendar days after delivery of a Disposition
      Notice by the Company to the Offerees, the Offerees shall have the right,
      exercisable by each Offeree through the delivery of an Acceptance Notice
      as provided in Section 4.4, to purchase in aggregate all or a portion of
      the Offered Shares at the same purchase price and upon the other terms and
      conditions set forth in the Disposition Notice. Each Offeree shall have
      the right to purchase a number of Offered Shares (such Offeree's "FIRST
      REFUSAL ALLOCATION") equal to the total number of Offered Shares
      multiplied by a fraction, the numerator of which is the number of Shares
      held by such Offeree on a fully-diluted basis and the denominator of which
      is the total number of Shares held by all Offerees on a fully-diluted
      basis. In addition, in the event that one or more Offerees declines or is
      deemed pursuant to Section 4.4 to have waived its First Refusal Right,
      each Offeree

                                      - 8 -
<PAGE>

      electing to exercise its First Refusal Right (an "ELECTING OFFEREE") shall
      have the right as provided in Section 4.4 to purchase all or a portion of
      the Offered Shares constituting the aggregate First Refusal Allocations of
      the Offerees, which decline or are deemed to have waived their respective
      First Refusal Right (the "EXCESS OFFERED SHARES"). Each Offeree may assign
      to its Permitted Transferee its right to acquire Offered Shares pursuant
      to this Section 4.

4.4   The First Refusal Right of each Offeree under Section 4.3 shall be
      exercisable by delivering written notice of exercise (an "ACCEPTANCE
      NOTICE") within the time period set forth in Section 4.3 hereof to the
      Disposing Shareholder, with a copy to each of the other Offerees. Each
      Acceptance Notice shall include a statement of (i) the number of Shares
      held by such Offeree on a fully-diluted basis and (ii) the maximum number
      of Excess Offered Shares (up to the total number of Offered Shares less
      such Offeree's First Refusal Allocation) that such Offeree is willing to
      purchase, if any. An Acceptance Notice shall be irrevocable and shall
      constitute a binding agreement by such Offeree to purchase the relevant
      number of the Offered Shares determined in accordance with Sections 4.3
      and 4.5. The failure of an Offeree to give an Acceptance Notice within the
      time period set forth in Section 4.3 hereof shall be deemed to be a waiver
      of such Offeree's First Refusal Right.

4.5   Each Electing Offeree shall have the right to purchase the number of
      Excess Offered Shares specified in such Electing Offeree's Acceptance
      Notice; provided that, if the number of Excess Offered Shares is less than
      the aggregate number of Excess Offered Shares that the Electing Offerees
      have indicated a willingness to purchase in their Acceptance Notices, the
      Excess Offered Shares shall be allocated as necessary such that each
      Electing Offeree shall have a right to purchase (i) not less than the
      total number of Excess Offered Shares multiplied by a fraction, the
      numerator of which is the number of Shares held by such Electing Offeree
      and the denominator of which is the total number of Shares held by all
      Electing Offerees, in each case on a non-diluted basis, and (ii) not more
      than the maximum number of Excess Offered Shares specified in such
      Electing Offeree's Acceptance Notice.

4.6   Except to the extent the Offerees elect to purchase the Offered Shares
      under Section 4.3, the Disposing Shareholder may Dispose of the Offered
      Shares to the Bona Fide Purchaser identified in the Disposition Notice on
      the terms and conditions set forth in the Disposition Notice; provided,
      however, that the Disposition is made within three (3) months after the
      giving of the Disposition Notice.

4.7   Notwithstanding anything to the contrary herein, if the Disposing
      Shareholder is entitled to sell the Offered Shares subject to the
      Disposition Notice to the Bona Fide Purchaser and/or to the Electing
      Offerees, the Disposing Shareholder shall so notify in writing the other
      Shareholders, including the Investors, and no such sale shall be made
      unless and until such Shareholders shall have been afforded the right
      exercisable upon written notice to the Company and the Disposing
      Shareholder within thirty (30) calendar days after receipt of such notice
      from the Disposing Shareholder, to participate in the sale of Shares at
      the same time and on the same terms and conditions under which the
      Disposing Shareholder will sell the Disposing Shareholder's Offered Shares
      to the Bona Fide Purchaser and/or the Electing Offerees (as the case may
      be), provided, however, neither

                                      - 9 -
<PAGE>

      the Disposing Shareholder nor any of the other Shareholders who elect to
      participate in the subject sale of the Offered Shares (collectively, the
      "Co-Selling Shareholders") shall Dispose of any of its shares to a
      Competitor under any circumstances. The Ordinary Shareholders, on the one
      hand, may collectively sell all or any part of that number of Shares (the
      "CO-SALE SHARES") held by such Ordinary Shareholders equal to 50% of the
      aggregate number of Offered Shares covered by the relevant Disposition
      Notice or Disposition Notices (as the case may be), and the Investors, on
      the other hand, may collectively sell all or any part of that number of
      Co-Sale Shares held by such Investors equal to 50% of the aggregate number
      of Offered Shares covered by the relevant Disposition Notice or
      Disposition Notices (as the case may be). To the extent that a Co-Selling
      Shareholder participates in the subject sale of Offered Shares hereunder,
      the Disposing Shareholder shall be required to proportionately reduce the
      number of its Shares included in the Offered Shares. No Transfer of the
      Co-Sale Shares shall be made on terms and conditions, including the form
      of consideration, different from those contained in the Disposition Notice
      unless the Disposing Shareholder re-offers the Offered Shares subject to
      the Disposition Notice to the Shareholders in accordance with this Section
      4.

4.8   The closing of any purchase of the Offered Shares or the Co-Sale Shares by
      the Electing Offerees and/or the Bona Fide Purchaser shall be held at the
      principal office of the Company at 11:00 a.m. local time on the
      forty-fifth (45th) calendar day after the giving of the Disposition Notice
      or at such other time and place as the parties to the transaction may
      agree. The said forty-five (45) calendar day period shall be extended for
      an additional period of up to forty-five (45) calendar days if necessary
      to obtain any regulatory approvals required for such purchase and payment.
      At such closing, the Disposing Shareholders and/or the Co-Selling
      Shareholders shall, in addition to the delivery of certificates
      representing the Offered Shares and/or the Co-Sale Shares, deliver duly
      executed instruments of transfer and the Disposing Shareholders' and/or
      Co-Selling Shareholders' portion of the requisite transfer taxes, if any.
      Such Offered Shares and/or Co-Sale Shares shall be free and clear of any
      Lien (other than Liens arising hereunder or attributable to actions by the
      Offerees and/or the Bona Fide Purchaser), and the Disposing Shareholder
      shall so represent and warrant and shall further represent and warrant
      that it is the beneficial and record owner of such Offered Shares. The
      Investors shall only be obligated to represent and warrant that it is the
      beneficial and record owner of the Co-Sale Shares. Each Electing Offeree
      and/or each Bona Fide Purchaser purchasing the Offered Shares and/or the
      Co-Sale Shares shall deliver at such closing (or on such later date or
      dates as may be provided in the Disposition Notice with respect to payment
      of consideration by the proposed Bona Fide Purchaser) payment in full of
      the purchase price. At such closing, all of the parties to the transaction
      shall execute such additional documents as may be necessary or appropriate
      to effect the sale of the Offered Shares and/or the Co-Sale Shares to the
      Electing Offerees and/or the Bona Fide Purchaser. Any stamp duty or
      transfer taxes or fees payable on the transfer of any Offered Shares
      and/or the Co-Sale Shares shall be borne and paid equally by the Disposing
      Shareholders and the Co-Selling Shareholders on the one hand, and the
      relevant Electing Offerees and/or the Bona Fide Purchaser on the other. At
      such closing, the Bona Fide Purchaser shall agree in writing with the
      parties hereto to be bound by and

                                      - 10 -
<PAGE>

      to comply with all applicable provisions of this Agreement by executing a
      form of Deed of Adherence substantially in the form attached hereto as
      Exhibit A.

4.9   The Parties agree that the Disposition restrictions in this Agreement and
      in other Transaction Documents shall not be capable of being avoided by
      the holding of Shares indirectly through a company or other entity that
      can itself be sold in order to dispose of an interest in Shares free of
      such restrictions.

                  ARTICLE 5 BOARD OF DIRECTORS AND MANAGEMENT

5.1   After the date hereof, so long as the Investors hold no less than
      fifty-one percent (51%) of the issued and outstanding Series A Preferred
      Shares, at an annual or extraordinary general meeting called for such
      purpose, or by written resolution in lieu of a meeting, the Shareholders
      agree to vote the Shares owned of record or beneficially by them and to
      otherwise exercise their powers in relation to the Company (a) to maintain
      a nine (9) member Board of the Company, (b) to elect to the Board of
      Directors of the Company two (2) nominees designated by the Investors
      (each an "INVESTOR DIRECTOR"); (b) one (1) nominee designated by Smart
      Create; (c) six (6) nominees designated jointly by Junheng and On Chance,
      and (d) to appoint one Investor Director or one such person as designated
      by the Investors to each of the Company's audit committee and compensation
      committee. All such directors shall hold office until their resignation,
      death or incapacity or until their respective successors shall have been
      elected and shall have qualified. Any vacancy shall be filled by the
      part(ies) entitled to designate such director hereunder, which shall be
      deemed to have a proxy to exercise the vote or provide the consent of such
      director until the appointment of such director to the Board. The Company
      shall provide to such directors the same information concerning the
      Company and its Subsidiaries, and access thereto, that is provided to
      other members of the Board of the Company. The reasonable travel expenses
      incurred by any such director in attending any such meetings shall be
      reimbursed by the Company to the extent consistent with the Company's then
      existing policy of travel and reimbursement.

5.2   The Company shall and the Ordinary Shareholders shall procure the Company
      to, cause the Board of the PRC Subsidiary to be composed of the same
      nominees designated by such Persons pursuant to Section 5.1.

5.3   In addition to the rights of the Investors to appoint the Investor
      Directors, each of the Investors shall be entitled, by notice in writing
      to the Company, to appoint one (1) person, respectively, as observers to
      attend and speak at, either in person or by teleconference, any and all
      meetings of the Board of the Company and its Subsidiaries and all
      committee meetings thereof. The Company shall provide to such observers
      the same information concerning the Company and its Subsidiaries, and
      access thereto, provided to members of the Board of the Company and its
      Subsidiaries and such committees thereof.

      For purposes of this Section 5.3, (i) DLJ and RECP shall be collectively
      deemed as one Investor, and (ii) Farallon Capital Partners, L.P., Farallon
      Capital Institutional Partner, L.P., Farallon Capital Institutional
      Partners II, L.P., Farallon Capital Institutional Partner III, L.P. and
      Farallon Capital Offshore Investors II, L.P. shall be collectively deemed
      as one Investor.

                                      - 11 -
<PAGE>

5.4   The parties hereto will cause the Board of the Company and the PRC
      Subsidiary to meet at least once every quarter on as regular a basis as
      possible by giving at least fifteen (15) calendar day's prior notice of
      such meeting and the agenda of such meeting. A quorum of the Board of the
      Company and the PRC Subsidiary shall consist of at least five (5) members
      of the Board, including at least one (1) Investor Director who shall
      attend such meeting, provided that the Company and the PRC Subsidiary
      shall give reasonable prior notice to all the Board members (including the
      Investor Directors). A board meeting properly called that does not have
      the requisite quorum shall automatically reconvene one week from the
      original date of such meeting, or such other place and time as may be
      agreed, with the same agenda and the quorum shall be deemed to exist at
      such reconvened meeting.

5.5   Members of the Boards of the Company and each of the Subsidiaries or any
      committee thereof may participate in a meeting of the relevant Board or
      such committee by means of conference telephone or similar communications
      equipment by means of which all persons participating in the meeting can
      hear each other and participation in a meeting pursuant to this provision
      shall constitute presence in person at such meeting. A resolution in
      writing (in one or more counterparts), signed by all the directors for the
      time being or all the members of a committee of directors (an alternate
      director being entitled to sign such resolution on behalf of his
      appointer) shall be as valid and effective as if it had been passed at a
      meeting of the directors or committee, as the case may be, duly convened
      and held.

5.6   The Company shall indemnify and hold harmless each director appointed
      pursuant to Section 5.1 who was or is a party or is threatened to be made
      a party to any threatened, pending or completed action, suit or
      proceeding, whether civil, criminal, administrative or investigative by
      reason of the fact that he is or was a director of the Company, or is or
      was a director of the Company serving at the request of the Company as a
      director of another company, partnership, joint venture, trust, employee
      benefit plan or other enterprise, against expenses (including attorney's
      fees), judgments, fines and amounts paid in settlement actually and
      reasonably incurred by him in connection with such action, suit or
      proceeding if he acted in good faith and in a manner he reasonably
      believed to be in or not opposed to the best interests of the Company,
      and, with respect to any criminal action or proceeding, had no reasonable
      cause to believe his conduct was unlawful.

5.7   Except for the current Chief Financial Officer of the Company and the PRC
      Subsidiary as of the Closing Date, the Investors shall have the right (but
      not the obligation) to nominate the Chief Financial Officer of the Company
      and the PRC Subsidiary subject to the approval of the Board of the Company
      and the PRC Subsidiary, as the case may be. If so nominated, the Chief
      Financial Officer may only be removed by the Board of the Company or the
      PRC Subsidiary, in which case, the Investors shall have the right to
      nominate a replacement, subject to approval by the Board of the Company or
      the PRC Subsidiary, as the case may be.

                                     - 12 -
<PAGE>

                ARTICLE 6 MATTERS REQUIRING INVESTORS' APPROVAL

      The Shareholders shall exercise their powers in relation to the Company to
procure that the Company will not and shall procure that none of the Company's
Subsidiaries, as the case may be as set forth in Section 6.1 through Section
6.19 hereof, will take any of the following actions without the prior approval
of at least a majority (which shall include the Investor Directors) of the
members present in person or by proxy at a duly constituted meeting of the
Board, provided that the Investors and/or the Investor Directors shall not
unreasonably withhold such approval:

6.1   (a) Adoption of or amendment to the Articles of Association of the Company
      and the BVI Subsidiary or similar constitutive documents of the PRC
      Subsidiary, and (b) adoption of or amendment to the Articles of
      Association or similar constitutive documents of any of the Subsidiaries
      of the Company (other than the BVI Subsidiary and the PRC Subsidiary)
      which would cause a Material Adverse Effect to the Business or Condition
      of the Group;

6.2   Adoption of or amendment to the Company's and/or the PRC Subsidiary's
      Business Plan, Projections and Annual Budget, provided that (i) such
      Business Plan, Projections or Annual Budget will contain a reasonable
      level of details as mutually agreed by the Company and the Investors; (ii)
      the Company may carry out the Business Plan, Projections or the Annual
      Budget of the preceding year as if approved for the current year if the
      Business Plan, Projections or Annual Budget of the current year is not
      approved by the Investors, and (iii) if the Business Plan, Projections or
      Annual Budget of the current year is partially approved by the Investors,
      the Company may carry out such Business Plan, Projections or Annual Budget
      to the extent of such partial approval;

6.3   Issuance by the Company, the BVI Subsidiary or the PRC Subsidiary of any
      Equity Equivalents or any instruments that are convertible into Equity
      Equivalents of the Company, the BVI Subsidiary or the PRC Subsidiary,
      which are not included in the Company's or PRC Subsidiary's Business Plan,
      Projections and/or Annual Budget;

6.4   Any merger, acquisition, consolidation, recapitalization of the Company,
      the BVI Subsidiary or the PRC Subsidiary, or sale of all or substantially
      all of the assets or equity interest of the Company, the BVI Subsidiary or
      the PRC Subsidiary;

6.5   Establishment of or investment in any Subsidiary or Affiliate of the
      Company or execution of any joint venture agreement or shareholders
      agreement that requires investment of more than US$500,000 and is not
      included in the Business Plan, Projections and/or Annual Budget or beyond
      the Company's and/or the PRC Subsidiary's ordinary course of business;

6.6   Any capital expenditure in excess of US$500,000 over the amount set out in
      the Business Plan, Projections or Annual Budget, or any investments in an
      inherently risky matter such as investments in stock markets and currency
      markets;

6.7   Payment of annual compensation to, or increase of annual compensation of
      any of, the five most highly compensated employees of the Company, the BVI
      Subsidiary or the

                                     - 13 -
<PAGE>

      PRC Subsidiary, other than as set out in the Business Plan, Projections
      and/or Annual Budget;

6.8   Declaration or payment of any dividend or making of any distribution on or
      with respect to any Shares;

6.9   Any filing by or against the Company , the BVI Subsidiary or the PRC
      Subsidiary for the appointment of a receiver, administrator or other form
      of external manager for the winding up, liquidation, bankruptcy or
      insolvency of the Company, the BVI Subsidiary or the PRC Subsidiary, or
      the passing of any resolution in respect of the same;

6.10  Repurchase by the Company, the BVI Subsidiary or the PRC Subsidiary of any
      outstanding Shares or other Equity Equivalents (with the exception of
      repurchases from terminated employees and directors of shares purchased or
      share options granted under the Company Share Plan), or any other
      reduction or similar change of capital structure of the Company, the BVI
      Subsidiary or the PRC Subsidiary;

6.11  Any assignment, disposal or grant of a license of any Intellectual
      Property Rights or trade secrets, or the failure to apply for, maintain,
      defend or otherwise protect any material Intellectual Property Rights or
      trade secrets;

6.12  Engagement in any new line of business or cessation of any existing line
      of business other than in the Company's or the PRC Subsidiary's ordinary
      course of business;

6.13  Any increase or decrease in the number of directors constituting the Board
      of the Company or the PRC Subsidiary or any committee thereof;

6.14  Appointment and removal of the Chief Executive Officer and the Chief
      Financial Officer of the Company or the PRC Subsidiary, subject to Section
      5.7 hereof;

6.15  Any change to the accounting policies of the Company or any of its
      Subsidiaries unless otherwise required by applicable Laws;

6.16  Settlement of any litigation or arbitration claim involving total payments
      by or to the Company, the BVI Subsidiary or the PRC Subsidiary in excess
      of US$100,000;

6.17  Incurrence of any Indebtedness not contemplated in the Annual Budget, or
      materially altering the terms of any existing Indebtedness with an
      outstanding amount of US$500,000 or more in such manner having a Material
      Adverse Effect on the Business or Condition of the Group;

6.18  Appointment or removal of the auditor(s) of the Company or the PRC
      Subsidiary; and

6.19  Entering into any transaction involving the Company, the BVI Subsidiary or
      the PRC Subsidiary, on the one hand, and any senior officer, director or
      Affiliate of the Company, the BVI Subsidiary or the PRC Subsidiary, or any
      Associate of such senior officer, director or Affiliate, on the other
      hand.

      The Shareholders shall exercise their powers and otherwise act to ensure
      that the Company or its Subsidiaries, as applicable, will be fully
      authorized to take other actions that are not required to be approved in
      accordance with this Article 6 so long as they are

                                     - 14 -
<PAGE>

      approved by a simple majority of the members present in person or by proxy
      at a duly constituted meeting of the Board.

      Notwithstanding anything contained herein to the contrary, the Investors
      covenant and agree that the Investors shall not, in exercising their
      rights under this Agreement and the other Transaction Documents, interfere
      with the management and business operations of the Company and its
      Subsidiaries.

      If any Shareholder considers desirable, the Shareholder may require that
      any of the above actions shall be adopted, pursuant to the Articles of
      Association, at an annual or extraordinary general meeting called for such
      purpose, or by written resolution in lieu of a meeting, by the affirmative
      vote of the Shareholders (including CHF) holding at least a majority of
      the Shares present, in person or by proxy, at such meeting. Such adoption
      is in lieu of, not in addition to, the approval of the Board.

                  ARTICLE 7 INFORMATION AND INSPECTION RIGHTS

7.1   The Company shall deliver to each of the Investors (including any
      Permitted Transferee of each of the Investors) so long as the Investors
      hold no less than fifty-one percent (51%) of the total issued and
      outstanding Series A Preferred Shares:

(a)   on a monthly basis, within thirty (30) calendar days after the end of each
      month: (i) management accounts prepared according to principles agreed to
      with the Investors; and (ii) a report on any material developments on the
      Company's operations or financial condition. The Company shall procure the
      Chief Executive Officer and members of the Management Team to be available
      to discuss such management accounts and report with the Investors or the
      Investor Directors by teleconference on such notice as may be specified by
      the Investor Directors;

(b)   on an annual basis, within ninety (90) calendar days after the end of each
      financial year: (i) audited financial statements prepared in accordance
      with IFRS, with the auditor's report, letter from the management of the
      Company, and other communication between the auditor and the Company, and
      (ii) a report on business operations during the financial year, including
      matters that may have a material adverse effect on the Company's
      operations and financial condition, unless such report has already been
      provided to the Board of the Company;

(c)   at least thirty (30) calendar days before the beginning of each financial
      year, a draft annual budget to be reviewed by the Investors;

(d)   thirty (30) calendar days advance notice of general meetings of
      shareholders and of meetings of the Board, with the relevant agenda and
      minutes, (ii) prompt notice of any material litigation, material judgment
      against the Company, and any other event that may have a Material Adverse
      Effect on the Business or Condition of the Group (iii) prompt written
      notice of any notice from any regulatory or governmental authority of the
      Company's or any of its Subsidiaries' non-compliance with any regulation,
      and (iv) prompt written notice of any material change in the nature or
      scope of the Company's or any of its Subsidiaries' operations; and

                                     - 15 -
<PAGE>

(e)   such other information relating to the financial condition, business or
      corporate affairs of the Company and its Subsidiaries as the Investors may
      from time to time reasonably request, provided, however, the Company shall
      not be obligated under this Section 7.1 to provide information that it
      deems in good faith to be a trade secret or similar confidential
      information.

7.2   The Company shall permit the Shareholders (including their authorized
      representatives), at all reasonable times during normal business hours and
      as often as may be reasonably requested and upon reasonable advance
      written notice, to visit and inspect the Company's and any of its
      Subsidiaries' properties, at such Shareholder's expenses, to examine its
      books of account and records and to discuss the Company's and any of its
      Subsidiaries' affairs, finances and accounts with its officers, directors
      and auditors; provided, however, the Company shall not be obligated to
      provide access to any information which it reasonably considers to be
      trade secret or similar confidential information, and provided further
      that no such inspection, examination or inquiry, the failure to conduct
      same, nor any knowledge of any Investor, including without limitation, any
      knowledge obtained by such Shareholder in connection with any such
      inspection, investigation or inquiry, shall constitute a waiver of any
      rights the Shareholder may have under any representation, warranty,
      covenant, term or agreement under this Agreement or the Subscription
      Agreement.

            ARTICLE 8 COVENANTS OF COMPANY AND ORDINARY SHAREHOLDERS

8.1   Without limiting any other covenants and provisions hereof, the Company
      and the Ordinary Shareholders (other than Smart Create) covenant and agree
      that until the date of the Qualified IPO, the Company will, and the
      Ordinary Shareholders shall procure the Company to, perform and observe,
      the following covenants and provisions, and will cause each of its
      Subsidiaries to perform and observe the following covenants and provisions
      that are applicable to such Subsidiaries.

(a)   The Company shall, and shall procure that its Subsidiaries shall, take all
      steps promptly to obtain and maintain all necessary patent, trademark,
      copyright and software registrations, in the Company's reasonable
      commercial judgment with advice of counsel, in all relevant jurisdictions,
      for the effective protection of the Intellectual Property Rights of the
      Company and its Subsidiaries.

(b)   The Company shall cause each Person now or hereafter employed by it or any
      Subsidiary, or engaged by it or any Subsidiary as a consultant, if such
      Person has access to the Confidential Information, to enter into an
      employee proprietary information and inventions assignment agreement in
      form and substance reasonably satisfactory to the Investors.

(c)   The Company shall at all times reserve and keep available out of its
      authorized share capital, solely for the purpose of issuance upon
      conversion of the Series A Preferred Shares, the maximum number of shares
      of equity capital that may be issuable upon such conversion. The Shares
      issued upon conversion shall, when issued in accordance with the Articles
      of Association, be duly and validly issued and fully paid and
      non-assessable.

                                     - 16 -
<PAGE>

      The Company shall issue such equity capital in accordance with the
      provisions of the Articles of Association and shall otherwise comply with
      the terms thereof.

(d)   The Company shall comply, and shall cause each of its Subsidiaries to
      comply, in all material respects with all Laws and with the directions of
      each Governmental Authority having jurisdiction over them or their
      business or property.

(e)   The Company shall, and shall cause the PRC Subsidiary to, maintain or
      cause to be maintained with financially sound and reputable insurers,
      public liability and property damage insurance with respect to their
      respective businesses and Assets and Properties against loss or damage of
      the kinds and in the coverage amounts customarily carried or maintained by
      companies of established reputation engaged in similar businesses in the
      PRC.

(f)   The Company shall, and shall cause the PRC Subsidiary to, (i) keep proper
      books of record and account, in which full and correct entries shall be
      made of all financial transactions, the Assets and Properties and
      businesses of the Company and its Subsidiaries in accordance with IFRS
      consistently applied to the Company and its Subsidiaries as a whole.

(g)   The Company shall duly perform any covenant set forth in Section 7.2 of
      the Subscription Agreement.

(h)   The Company shall, and shall cause the PRC Subsidiary to, discharge all
      payments of principal, interest and other amounts due under any
      Indebtedness as the same becomes due and payable.

(i)   The Company shall grant the Investors the right to acquire the terms and
      conditions that are granted by the Company to other investors in any
      future financing by or through whatever means including without limitation
      equity or debt financing or sale and that are more favorable than the
      terms and conditions granted to the Investors under the Transaction
      Documents, and have such more favorable terms and conditions apply to the
      Series A Preferred Shares.

                           ARTICLE 9 PUBLIC OFFERING

9.1   The Shareholders (including the Investors) shall use their best endeavors
      to conduct a Qualified IPO prior to December 31, 2008.

9.2   Without prejudice to the provision set forth in Section 9.1 hereof, the
      Ordinary Shareholders and the Company hereby agree that the Investors and
      the Company shall work together to determine in good faith the terms,
      conditions and timing of any initial public offering of the Company's
      Ordinary Shares, including a Qualified IPO, which shall be subject to the
      unanimous approval of the Board of the Company. Neither any Shareholder
      (including the Investors) nor the Company shall withhold or delay such
      Qualified IPO when the conditions required for such Qualified IPO are met
      in the opinion of an internationally recognized investment bank appointed
      by the Board of the Company.

                                     - 17 -
<PAGE>

                    ARTICLE 10 LEGEND ON SHARE CERTIFICATES

Each existing or replacement certificate for Shares now owned or hereafter
acquired by a Shareholder shall bear the following legend upon its face:

"THE SALE, TRANSFER OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SHAREHOLDERS'
AGREEMENT, DATED AS OF MARCH 28, 2006 BY AND AMONG E-HOUSE (CHINA) INVESTMENT
HOLDINGS LIMITED AND CERTAIN HOLDERS OF SHARES OF E-HOUSE (CHINA) INVESTMENT
HOLDINGS LIMITED, AS SUCH AGREEMENT MAY BE AMENDED. COPIES OF SUCH AGREEMENT MAY
BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE TO THE SECRETARY OF E-HOUSE
(CHINA) INVESTMENT HOLDINGS LIMITED."

                        ARTICLE 11 DURATION OF AGREEMENT

The rights and obligations of each Shareholder under this Agreement shall
terminate (a) as to such Shareholder upon the redemption or transfer of all
Shares legally or beneficially owned by such Shareholder in accordance with this
Agreement, or (b) upon the consummation of a Qualified IPO.

                            ARTICLE 12 MISCELLANEOUS

12.1  Governing Law

      This Agreement shall be governed by, and construed in accordance with, the
      laws of Hong Kong without giving effect to any choice of law rule.

12.2  Arbitration

(a)   Except as otherwise provided in this Agreement, any dispute, controversy
      or claim arising out of or in connection with this Agreement, or the
      breach, termination or validity thereof, shall be finally settled by a
      board of arbitration (the "BOARD OF ARBITRATION") at the Hong Kong
      International Arbitration Center under the rules of the United Nations
      Commission on International Trade Law. The language used in the arbitral
      proceedings shall be English.

(b)   The Board of Arbitration shall comprise of three (3) members. The claimant
      or claimants (collectively) and the respondent or respondents
      (collectively) in the arbitral proceeding shall each select one (1) member
      to the Board of Arbitration and the third member shall be selected by
      mutual agreement of the other members, or if the other members fail to
      reach agreement on a third member within twenty (20) calendar days after
      their selection, such third member shall thereafter be selected by the
      Hong Kong International Arbitration Centre upon application made to it for
      such purpose by either of the members.

(c)   The arbitral proceeding shall accord the right of cross-examination of
      witnesses, the right to provide witnesses, including expert witnesses, and
      the right to make both written and oral submissions.

(d)   The arbitral award made and granted by the Board of Arbitration shall be
      final, binding and incontestable and may be used as a basis for judgment
      thereon in any court having

                                     - 18 -
<PAGE>

      jurisdiction. All costs of arbitration (including without limitation,
      those incurred in the appointment of arbitrator) shall be borne by the
      losing party unless otherwise apportioned in the arbitral award.

(e)   No person who is, or has been, an employee or agent of, or consultant or
      counsel to, the Shareholders, the Company or any of their respective
      Affiliates shall be eligible to act as an arbitrator at any time.

(f)   This Agreement and the rights and obligations of the Shareholders and the
      Company shall remain in full force and effect pending the award in any
      arbitration proceeding hereunder.

12.3  Specific Performance

      The parties to this Agreement agree that irreparable damage would occur in
      the event that any of the provisions of this Agreement were not performed
      in accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the parties to this Agreement shall be entitled to
      an injunction or injunctions to prevent breaches of this Agreement, this
      being in addition to any other remedy to which they are entitled at law or
      in equity. Pending the conclusion of the arbitration proceedings set forth
      in Section 12.2, any party hereto shall be entitled to seek an
      interlocutory injunction from any court of competent jurisdiction. Each
      party irrevocably agrees that the courts of Hong Kong shall have
      non-exclusive jurisdiction and each Party irrevocably waives any right
      that it may have to object to an action being brought in such courts, to
      claim that the action has been brought in an inconvenient forum, or to
      claim that such courts do not have jurisdiction.

12.4  Successors and Assigns

      This Agreement shall be binding upon and inure to the benefit of the
      parties and their respective successors and assigns, legal representatives
      and heirs; provided, however, the Company and the Ordinary Shareholders
      shall not assign their rights and obligations under this Agreement without
      the prior written consent of the Investors.

12.5  Notices.

      All notices, demands and other communications provided for or permitted
      hereunder shall be made in writing and shall be registered or certified
      first-class mail, return receipt requested, telecopier (with receipt
      confirmed), courier service or personal delivery:

(a)   if to the Company:

                c/o Shanghai Real Estate Consultant & Sales (Group) Co., Limited
                17th Floor, Merchandise Harvest Building (East)
                333 North Chengdu Road
                Shanghai 200041, China
                Fax No.:   +86 21 5298 0009
                Attention: Zhou Xin

                                     - 19 -
<PAGE>

         with a copy to:

                Jones Day
                30th Floor, Shanghai Kerry Center
                1515 Nanjing Road West
                Shanghai 200040, China
                Fax No.:   +86 21 5298 6569
                Attention: Winston Zhao

(b)   if to the Ordinary Shareholders: to the addresses set forth in Schedule 1.

(c)   if to the Investors: to the addresses set forth in Schedule 2.

         with a copy to:

                Clifford Chance LLP
                40th Floor Bund Center
                222 Yan An East Road
                Shanghai 200002, China
                Fax No.:   +86 21 6335 0337
                Attention: Yanping Cao

      or to such other address or addresses as shall have been furnished in
      writing to the other parties hereto. All such notices and communications
      shall be deemed to have been duly given: when delivered by hand, if
      personally delivered; when delivered by courier, if delivered by
      commercial express courier service; or if faxed, when receipt is
      acknowledged.

12.6  Confidentiality

      Each party agrees that it will maintain the confidentiality of any
      Confidential Information of the Company; provided, however, that such
      obligations of confidentiality shall not apply to (i) information which is
      on the date hereof or any time thereafter in the public domain otherwise
      than as a result of (A) a breach by that party of this Section 12.6 or (B)
      a breach of a confidentiality obligation by the disclosure, where the
      breach was known to that party; (ii) information the disclosure of which
      is necessary in order to comply with applicable law, the order of any
      court, the requirements of a stock exchange or other governmental or
      regulatory authority or to obtain tax or other clearances or consents from
      any relevant authority; (iii) information disclosed by any Shareholder to
      a bona fide purchaser of any Shares; (iv) information disclosed by the
      Investors to any potential Investor in an investment fund directly or
      indirectly holding interest in the Investors; or (v) information disclosed
      by the Investors to their directors, officers, employees, partners,
      accountants and attorneys where such persons or entities are under
      appropriate nondisclosure obligations to the Investors.

12.7  Amendment and Waivers

      Except as otherwise provided herein, neither this Agreement nor any
      provision hereof shall be modified, changed, discharged or terminated
      except by an instrument in writing signed by (a) the Company, (b) the
      holders of at least two thirds of the Ordinary Shares

                                     - 20 -
<PAGE>

      and Series A Preferred Shares outstanding, and (c) the holders of at least
      two thirds of the Series A Preferred Shares outstanding (including the
      Investors).

12.8  Counterparts

      This Agreement may be executed in any number of counterparts and by the
      parties hereto in separate counterparts, each of which when so executed
      shall be deemed to be an original and all of which taken together shall
      constitute one and the same agreement.

12.9  Severability

      If any one or more of the provisions contained in this Agreement, or the
      application thereof in any circumstance, is held invalid, illegal or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other respect and of the
      remaining provisions hereof shall not be in any way impaired, unless the
      provisions held invalid, illegal or unenforceable shall substantially
      impair the benefits of the remaining provisions of this Agreement. The
      parties hereto further agree to replace such invalid, illegal or
      unenforceable provision of this Agreement with a valid, legal and
      enforceable provision that will achieve, to the extent possible, the
      economic, business and other purposes of such invalid, illegal or
      unenforceable provision.

12.10 Conflicts and Inconsistencies

      If and to the extent there are conflicts or inconsistencies between the
      provisions of this Agreement and those of the Articles of Association, the
      terms of this Agreement shall control as between the Shareholders only.
      The parties hereto agree to take all actions necessary or advisable, as
      promptly as practicable after the discovery of such conflict or
      inconsistency, to amend the Articles of Association so as to eliminate
      such conflict or inconsistency.

12.11 Entire Agreement

      This Agreement, together with the exhibits and schedules hereto, and the
      other Transaction Documents is intended by the parties as a final
      expression of their agreement and intended to be a complete and exclusive
      statement of the agreement and understanding of the parties hereto in
      respect of the subject matter contained herein and therein. There are no
      other restrictions, promises, warranties or undertakings, other than those
      set forth or referred to herein or therein. This Agreement, together with
      the exhibits and schedules hereto, supersedes all prior agreements and
      understandings between the parties with respect to such subject matter.

                                     - 21 -
<PAGE>

12.12 Right of Delegation

      Notwithstanding anything contained in this Agreement to the contrary, any
      and all of the rights, powers, discretions and consents of CHF as a
      Shareholder of the Company under this Agreement may be delegated to and/or
      exercised by China Renaissance Capital Investment Inc., a company
      organized and existing under the laws of the Cayman Islands, or its
      Affiliate, subsidiaries or any other investment manager, investment
      adviser or general partner authorized from time to time to act on behalf
      of CHF and/or by some other person or persons nominated by CHF for the
      time being.

      Notwithstanding anything contained in this Agreement to the contrary, any
      and all of the rights, powers, discretions and consents of DLJ and RECP as
      Shareholders of the Company under this Agreement may be delegated to
      and/or exercised by DLJ Real Estate Capital Partners, Inc., a limited
      liability company organized and existing under the laws of Delaware,
      U.S.A, or its Affiliate, subsidiaries or any other investment manager,
      investment adviser or general partner authorized from time to time to act
      on behalf of DLJ and/or RECP and/or by some other person or persons
      nominated by DLJ and/or RECP for the time being.

                 [REMAINDER OF PAGE INTERNATIONALLY LEFT BLANK]

                                     - 22 -
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their respective officers hereunto duly authorized as of the
date first above written.

                         E-HOUSE (CHINA) INVESTMENTS HOLDING LIMITED
                         [CHINESE CHARACTERS]

                         By: /s/
                             --------------------------------------
                         Name:
                         Title:

                         CHF INVESTMENT LIMITED

                         By: /s/
                             --------------------------------------
                         Name: Hung Shih
                         Title: Director

                         RECP E-HOUSE INVESTORS LTD.
                         BY: DLJ REAL ESTATE CAPITAL PARTNERS III, L.P.

                         By: /s/
                             --------------------------------------
                         Name:
                         Title:

                         E-HOUSE CO-INVESTORS, LTD.
                         BY: RECP III CO-INVESTORS A, L.P.

                         By: /s/
                             --------------------------------------
                         Name:
                         Title:

                         JUNHENG INVESTMENT LIMITED

                         By: /s/
                             --------------------------------------
                         Name:
                         Title:

                                     - 23 -
<PAGE>

                         FARALLON CAPITAL PARTNERS, L.P.
                         FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
                         FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
                         FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
                         FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

                         By: /s/
                             --------------------------------------
                         By: Farallon Partners, L.L.C., its General Partner
                         Name: Mark C. Wehrly
                         Title: Managing Member

                         SMART CREATE GROUP LIMITED

                         By: /s/
                             --------------------------------------
                         Name:
                         Title:

                         ON CHANCE INC.

                         By: /s/
                             --------------------------------------
                         Name:
                         Title:

                         SIG CHINA INVESTMENT ONE, LTD.

                         By: /s/
                             --------------------------------------
                         By: Susquehanna Asia Investment, LLLP
                         Name:  Michael L. Spolan
                         Title: Vice President
                                Susquehanna Asia Investment, LLLP
                                (authorized agent)

                                     - 24 -
<PAGE>

                                   SCHEDULE 1
                              ORDINARY SHAREHOLDERS

                                     - 25 -
<PAGE>

                                   SCHEDULE 2
                                   INVESTORS

                                     - 26 -
<PAGE>

                                    EXHIBIT A
                            FORM OF DEED OF ADHERENCE

Reference is made to the [transfer document], dated [-] between [transferor]
(the "TRANSFEROR") and the undersigned, pursuant to which the Transferor shall
sell to the undersigned, and the undersigned shall purchase from the Transferor,
[number and type of shares] of [-], par value US$[0.01], for consideration equal
to [consideration]. It is a condition to the completion of such sale and
purchase that the undersigned become a party to that certain Shareholders
Agreement, dated [-], 2006, by and among E-house (China) Investments Holding
Limited and its shareholders (the "SHAREHOLDERS AGREEMENT").

Accordingly, by execution of this Deed of Adherence, the undersigned ratifies
and shall become a party to the Shareholders Agreement, and shall be fully bound
by, and subject to, all of the covenants, terms and conditions of the
Shareholders Agreement applicable to or binding on the Transferor (including
without limitation Article 4 thereof) as though it is an original party thereto
and shall be deemed a Shareholder (as defined in the Shareholders Agreement) for
all purposes thereunder. The undersigned authorizes this signature page to be
attached to and made part of the Shareholders Agreement.

This Deed of Adherence shall be governed by and construed in accordance with the
laws of Hong Kong without giving effect to any choice of law rule.

The address of the undersigned for purposes of all notices under the
Shareholders Agreement is: [-]

                                              [NAME OF NEW SHAREHOLDER]

                                              By: _____________________________
                                                  Name:
                                                  Title:

                                     - 27 -