EX-10.3





Exhibit 10.3




FORM OF LOAN AGREEMENT

(Summary Translation)



This Agreement is made and entered into by the Parties below on [specify date]:





	(1)	 	Lender:
	 
	 	 	[specify name of a subsidiary of SouFun Holdings Limited] of [specify address]
	 
	(2)	 	Borrowers:
	 
	 	 	[specify name of shareholder of a consolidated controlled entity] of [specify address]as
“Borrower I;” and

[specify name of shareholder of a consolidated controlled entity] of [specify address]as
“Borrower II.”




The Lender and each Borrower are hereinafter referred to collectively as the “Parties” and each as
a “Party.”



WHEREAS:




     Borrower I holds a [specify percentage]% equity interest in [specify name of the consolidated
controlled entity] (hereinafter referred to as the “Company”), a domestically funded company with
limited liability registered in [specify city], China, and qualified as an independent legal
person;



     Borrower II holds a [specify percentage]% equity interest in the Company; and



     The Lender, on [specify date], provided a loan of [specify amount] in Renminbi to Borrower I,
and a loan of [specify amount] in Renminbi to Borrower II.



     The aforesaid loans are collectively referred to as the “Loan.”



     NOW, THEREFORE, in order to identify the rights and obligations of any Party, the Parties
hereof, through friendly negotiations, agree as follows:




	 	1.       Loan
	 
	 	1.1	 	Provision of the Loan





     The Borrowers applied to the Lender for the Loan. The Lender agreed to provide the Loan to the
Borrowers and disbursed the Loan in full to the Borrowers on [specify date].




	 	1.2	 	Term of the Loan





     The term of the Loan starts from the date on which the Loan was provided until [specify
number] years thereafter. Should any Borrower not be able to repay the Loan in compliance with
Article 1.4 of this Agreement due to the restrictions under applicable laws upon the expiry of the
term, the term of the Loan shall be extended automatically until such time when the applicable laws
permit the repayment in such mode and the Lender agrees to accept the repayment by the Borrowers in
accordance with the mode of payment set forth in Article 1.4 herein.



     Except as provided in Article 1.5 herein, the Borrowers may not request to repay the Loan
before the due date.




	 	1.3	 	Use of the Loan





     The Borrowers hereby agree and warrant that the Loan shall be used solely as capital
contributed to the Company for its business expansion. Without prior written consent of the Lender,
the Borrowers shall not make use of the Loan for any other purpose, nor shall the Borrowers
transfer, pledge or mortgage their equity interests or other rights and interests in the Company to
any third party other than the Lender.



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	 	1.4	 	Repayment of the Loan





     Pursuant to applicable PRC laws, the Borrowers shall repay the Loan by means of transferring
their respective equity interests in the Company to the Lender or any other person designated by
the Lender; and the Borrowers shall have no further obligations after so transferring as aforesaid.



     Any profits or gains from the transfer by the Borrowers of their equity interests in the
Company shall be paid back to the Lender or the person designated by the Lender in accordance with
provisions hereof.




	 	1.5	 	Advance Repayment of the Loan





     During the term of the Loan, as extended pursuant hereunder, the Borrowers shall be liable,
jointly and severally, to repay their respective portions of the Loan prior to its due date upon
the written request of the Lender if any of the following events occurs:




	 	(1)	 	any Borrower dies or becomes incapacitated, or becomes limited in its capacity for
civil conduct;
	 
	 	(2)	 	any Borrower leaves, resigns from, or is suspended or dismissed from, the post at the
Lender or the Lender’s associated companies;
	 
	 	(3)	 	any Borrower transfers, without the Lender’s consent, its equity interest in the Lender
or in the Lender’s other associated companies held by such Borrower to any third party not
contemplated by this Agreement;
	 
	 	(4)	 	any Borrower commits a criminal act or is involved in criminal activities;
	 
	 	(5)	 	any third party not contemplated hereunder raises a claim to any Borrower for over five
hundred thousand Renminbi (RMB 500,000); or
	 
	 	(6)	 	in accordance with applicable PRC laws, a foreign entity is able to solely operate a
value-added telecommunication business, and the relevant authorities have started to
examine and approve application for such businesses.





     Pursuant to the applicable PRC laws, the Lender is entitled, but not obliged, to purchase, or
designate any other person to purchase, at any time all or part of each Borrower’s equity interest
in the Company at any price agreed to by all Parties.




	 	2.       Transfer of this Agreement





     The Borrowers may not transfer any of their rights and/or obligations hereunder to any third
party without the prior written consent of the Lender. After notice to the other Party, the Lender
may transfer any of its rights and/or obligations hereunder to any third party designated by the
Lender.




	 	3.       Representations, Warranties and Undertakings of Each Borrower





     The Borrowers are PRC citizens with full capacity for civil act, with full and independent
legal status, and are legally competent to execute, deliver and perform this Agreement. Each of the
Borrowers may sue or be sued in a litigation.



     The Borrowers warrant that they shall not, without the Lender’s prior written consent,
transfer, pledge or mortgage their respective equity interests or other rights and interests in the
Company to any third party other than the Lender.



     In order to ensure the stability of the value of the equity interests of the Company which
form the basis for the Borrowers to repay the Loan, the Borrowers shall ensure standard operations
of the Company. The Borrowers undertake to execute an irrevocable shareholders proxy agreement to
empower the Lender or any other person designated by the Lender to exercise any and all shareholder
rights the Borrowers may exercise in the Company.




	 	4.       Confidential Terms





     Each Party hereby agrees that it shall endeavor to take reasonable measures to keep
confidential the other



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Parties’ confidential materials and information (hereinafter referred to as “Confidential
Information”) known or acquired by such Party due to the execution and performance of this
Agreement. Without the prior written consent of the owner of the aforesaid Confidential
Information, no Party shall divulge, grant or transfer to any third party such Confidential
Information. Upon the termination of this Agreement, each Party shall, upon request, return to the
owner of such Confidential Information, or destroy on its own, any documents, materials, software
or other sources carrying such Confidential Information, delete any such Confidential Information
from any relevant memory device and shall not continue to use such Confidential Information.



     The Parties hereby agree that this article shall remain valid regardless of amendment,
cancellation or termination of this Agreement.




	 	5.       Indemnification





     Each Party shall indemnify the other Parties for, and hold the other Parties harmless against,
any loss, damage, obligation and expense resulting from any litigation, claim or other request to
the other Parties which occurs or arises out of such Party’s performance of its obligations under
this Agreement and any commercial contract.




	 	6.       Effectiveness





     This Agreement shall become effective upon its execution by the authorized representatives of
all Parties hereto.




	 	7.       Governing Law and Dispute Resolution





     The PRC law shall govern the execution, validity, interpretation, amendment, termination and
resolution of disputes arising out of this Agreement. The PRC law referred to herein does not
include the laws of Taiwan, the Hong Kong Special Administration Region or the Macau Special
Administration Region.



     Any dispute arising from or related to this Agreement shall be settled first through friendly
negotiations. If such dispute cannot be settled within thirty (30) days after the start of
negotiations, it shall be submitted to the China International Economic and Trade Arbitration
Commission for arbitration and be arbitrated in Beijing, China in accordance with its arbitration
rules when such arbitration application was submitted. The arbitral award shall be final and
binding upon all Parties. Unless otherwise decided by the arbitration commission, arbitration fees
and other expenses in relation to such arbitration shall be borne by the losing Party.




	 	8.       Force Majeure





     “Force majeure” means any unforeseeable circumstance which is beyond the control of a Party,
or any unavoidable event, even if foreseeable, as a result of which such Party is unable to perform
its obligations, in whole or in part, under this Agreement. Such circumstances include, but are not
limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a
public enemy, fire, flood, accident, war, riot, insurgence or any other similar event.



     Should the affected Party be prevented from performing its obligations hereunder due to any
force majeure event, the aforesaid obligations shall be suspended during the continuation of such
force majeure event, and the time for performing such obligations shall be extended automatically
until the force majeure event ends. The affected Party shall not be liable for its non-performance
during the force majeure event.



     Any Party encountering a force majeure event shall forthwith notify the other Parties in
writing and supply proper evidence of the inception of the force majeure event and its continuing
period. Such Party shall make every reasonable endeavor to mitigate the damages of such event of
force majeure.



     If a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and
shall make any and all reasonable efforts to minimize the effects of any event of force majeure.



     If the force majeure event lasts over ninety (90) days and the Parties do not reach any
agreement on a just



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solution, any of the Parties shall be entitled to terminate this Agreement. In case of
termination of this Agreement pursuant to the aforesaid provision, none of the Parties shall have
any rights or obligations subsequent thereto, but the rights and obligations of each Party arising
hereunder before such termination shall not be affected.




	 	9.       Miscellaneous






	 	9.1	 	Notice





     Any notice or other communication sent by any Party shall be written in Chinese, and sent by
mail or facsimile transmission to the addresses of the other Parties set forth below or to other
designated addresses previously notified by any such other Party. If any Party changes its address,
it shall notify the other Parties of such change in a timely and effective manner. The dates on
which such notices are deemed to have been effectively given shall be determined as follows:




	 	(A)	 	Notices given by personal delivery shall be deemed effectively given on the date of
personal delivery;
	 
	 	(B)	 	Notices sent by registered airmail (postage prepaid) shall be deemed effectively
given on the seventh (7th) day after the date on which they were mailed (as
indicated by the postmark);
	 
	 	(C)	 	Notices sent by a courier recognized by the Parties shall be deemed effectively
given on the third (3rd) day after they were sent to such courier service
agency; and
	 
	 	(D)	 	Notices sent by facsimile transmission shall be deemed effectively given on the
first business day following the date of transmission, as indicated on the document.





Lender: [specify]

Address: [specify]

Fax: [specify]

Tel: [specify]

Attention: [specify]




Borrower I: [specify]

Address: [specify]

Fax: [specify]

Tel: [specify]




Borrower II: [specify]

Address: [specify]

Fax: [specify]

Tel: [specify]





	 	9.2	 	Non-implied Waiver





     The failure of one Party to exercise its rights to investigate the breach of any other Party
under a special circumstance shall not be deemed as a waiver of such rights in other similar cases.




	 	9.3	 	Severability





     If any provision or portion of this Agreement is determined to be invalid, illegal, or
unenforceable, or in conflict with public interests under any applicable PRC laws, the validity,
legality and enforceability of the remaining provisions hereunder shall not in any way be affected
or impaired. All Parties shall negotiate sincerely to reach an agreement to replace the invalid
provision with a provision satisfactory to all Parties.




	 	9.4	 	Copies





     This Agreement is made in Chinese. This Agreement and its amendment or any other agreements
(or documents) submitted based upon this Agreement can be executed in one or more counterparts. Any
Party may sign one copy and send such copy by facsimile transmission to the other Parties, but
shall forthwith send the original one. All signed documents shall constitute one and the same
agreement (or documents), which



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shall become effective after all Parties sign one or more documents and send them to the other
Parties (unless otherwise provided in the original of such documents).




	 	9.5	 	Amendment





     This Agreement can be amended only upon execution of a written document by all Parties.



	 	 	 
	Lender: (seal)

	 	Borrower I: (signature and seal)
	 
	 	 
	 
	 	 
	Legal representative or authorized agent

(signature and seal)

	 	Date of Execution: [specify]
	 
	 	 
	Date of Execution: [specify]
	 	 
	 
	 	 
	 

	 	Borrower II: (signature and seal)
	 
	 	 
	 
	 	 
	 

	 	Date of Execution: [specify]







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