EX-4.4







Exhibit 4.4




Dated 31 August 2006




TELSTRA INTERNATIONAL HOLDINGS LIMITED



and



TIANQUAN MO



and



THE SEVERAL PERSONS NAMED IN PART A OF SCHEDULE 2



and



SOUFUN HOLDINGS LIMITED



SHAREHOLDERS’ AGREEMENT



IN RELATION TO



SOUFUN HOLDINGS LIMITED








 









 







Table of Contents




	 	 	 	 	 	 	 
	Contents	 	Page
	 
	 	 	 	 	 	 
	1

	 	Interpretation
	 	 	1	 
	 
	 	 	 	 	 	 
	2

	 	The Business of the Company
	 	 	1	 
	 
	 	 	 	 	 	 
	3

	 	The Board and Board committees
	 	 	2	 
	 
	 	 	 	 	 	 
	4

	 	Business Plan and financial information
	 	 	7	 
	 
	 	 	 	 	 	 
	5

	 	Distribution policy
	 	 	8	 
	 
	 	 	 	 	 	 
	6

	 	Transfers of Shares
	 	 	9	 
	 
	 	 	 	 	 	 
	7

	 	Termination of Management Agreement
	 	 	13	 
	 
	 	 	 	 	 	 
	8

	 	Default
	 	 	14	 
	 
	 	 	 	 	 	 
	9

	 	Terms and consequences of transfers of Shares
	 	 	16	 
	 
	 	 	 	 	 	 
	10

	 	Rights in relation to Licence Companies
	 	 	19	 
	 
	 	 	 	 	 	 
	11

	 	Employee compensation plan
	 	 	25	 
	 
	 	 	 	 	 	 
	12

	 	Enforcement of rights
	 	 	26	 
	 
	 	 	 	 	 	 
	13

	 	IPO
	 	 	27	 
	 
	 	 	 	 	 	 
	14

	 	Competition with the Business
	 	 	31	 
	 
	 	 	 	 	 	 
	15

	 	Information, insurance, records, licences
	 	 	33	 
	 
	 	 	 	 	 	 
	16

	 	Conditions precedent, duration and termination
	 	 	34	 
	 
	 	 	 	 	 	 
	17

	 	Public announcements
	 	 	35	 
	 
	 	 	 	 	 	 
	18

	 	Confidentiality
	 	 	35	 
	 
	 	 	 	 	 	 
	19

	 	Whole agreement and remedies
	 	 	37	 
	 
	 	 	 	 	 	 
	20

	 	General
	 	 	37	 
	 
	 	 	 	 	 	 
	21

	 	Notices
	 	 	39	 
	 
	 	 	 	 	 	 
	22

	 	Settlement of Disputes
	 	 	41	 






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	Contents	 	Page
	 
	 	 	 	 	 	 
	23

	 	Governing law and submission to jurisdiction
	 	 	43	 
	 
	 	 	 	 	 	 
	24

	 	Authority to deliver
	 	 	44	 
	 
	 	 	 	 	 	 
	25

	 	Guarantee by Controllers
	 	 	44	 
	 
	 	 	 	 	 	 
	26

	 	Undertaking by Vincent Mo
	 	 	44	 
	 
	 	 	 	 	 	 
	Schedule 1 Definitions and Interpretation	 	 	51	 
	 
	 	 	 	 	 	 
	Schedule 2 Other Parties	 	 	60	 
	 
	 	 	 	 	 	 
	Schedule 3 Deed of Adherence	 	 	61	 
	 
	 	 	 	 	 	 
	Schedule 4 Determination of Fair Value	 	 	62	 
	 
	 	 	 	 	 	 
	1

	 	Appointment of expert
	 	 	62	 
	 
	 	 	 	 	 	 
	2

	 	Determination of Fair Value
	 	 	62	 
	 
	 	 	 	 	 	 
	3

	 	Fair Value Guidelines
	 	 	63	 
	 
	 	 	 	 	 	 
	Schedule 5 Agreements affecting Licence Companies	 	 	65	 
	 
	 	 	 	 	 	 
	Schedule 6 Transitional Business Plan	 	 	67	 
	 
	 	 	 	 	 	 
	Schedule 7 Integration Plan	 	 	71	 







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SHAREHOLDERS’ AGREEMENT




This Agreement is made on 31 August 2006 between:





	(1)	 	Telstra International Holdings Limited, whose registered office is at Clarendon
House, 2 Church Street, Hamilton HM 11 Bermuda (“Telstra”);
	 
	(2)	 	Tianquan Mo, of 4/F Tower B, COFCO Plaza, No 8 Jianguomennei Avenue, Beijing
100005, PRC (“Vincent Mo”);
	 
	(3)	 	The several persons named in Part A of Schedule 2; and
	 
	(4)	 	SouFun Holdings Limited, whose registered office is at Codan Trust Company (Cayman)
Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman,
British West Indies (the “Company”).





Recitals:





	(A)	 	Telstra, Trader Mauritius, the Continuing Shareholders and others have entered into a share
purchase agreement dated 31 August 2006 (the “Share Purchase Agreement”) and other Transaction
Documents, under which Trader Mauritius and each of the Continuing Shareholders have agreed to
transfer certain of their respective shares and other securities (where applicable) in the Company
to Telstra.
	 
	(B)	 	Upon completion of the Share Purchase Agreement, the shareholders of the Company shall be
Telstra and the Continuing Shareholders.
	 
	(C)	 	The Parties have agreed to enter into this Agreement to regulate the management and control of
the Company and the operation of the Business on the terms and conditions set out herein.




It is agreed as follows:





	1	 	Interpretation
	 
	 	 	In this Agreement, unless the context otherwise requires, the provisions in this Clause
1 apply:
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement, unless the context otherwise requires, the capitalised and other terms
used in this Agreement shall have the meanings ascribed to them in Part A of Schedule 1.
	 
	1.2	 	Interpretation
	 
	 	 	In this Agreement, unless the context otherwise requires, the rules of interpretation set
out in Part B of Schedule 1 shall apply.
	 
	2	 	The Business of the Company
	 
	2.1	 	Conduct of the Business
	 
	 	 	The Shareholders agree that their respective rights in the Company shall be regulated by
this Agreement and the Articles. The Shareholders and the Company agree to be bound by and
comply with the provisions of this Agreement which relate to them and all provisions of the




1









 






	 	 	Articles will be enforceable by the Parties between themselves in whatever capacity. Subject
to applicable laws and the Articles, the Shareholders shall:






	 	2.1.1	 	promote the best interests of the Company;
	 
	 	2.1.2	 	ensure that the Company performs and complies with all relevant laws and
regulations and (so far as they lawfully can) all of its obligations under this Agreement
and the Articles; and
	 
	 	2.1.3	 	ensure that the business of the Group is conducted in accordance with
sound and good business practice and the highest ethical standards and in accordance with
the Business Plan.






	2.2	 	Promotion of the Business






	 	2.2.1	 	Except as otherwise provided in this Agreement, the business of the Group
shall be confined to the Business.
	 
	 	2.2.2	 	The Company and each Group Company shall use all reasonable and proper
means to maintain, improve and extend the business in accordance with the Business Plan and
the terms of this Agreement.






	2.3	 	CEO and CFO






	 	2.3.1	 	The CEO immediately following Closing shall be Vincent Mo. Subject to
Clauses
3.5.7(i) and 3.5.7(ii), each subsequent CEO shall be nominated by the Chairman and
approved by the Board.
	 
	 	2.3.2	 	If the Vincent Mo Shareholding Proportion ceases to be 15 per cent. or
more as a result of one or more transfers by Vincent Mo or the Vincent Mo Shareholders,
Vincent Mo may be removed as CEO in accordance with this Agreement.
	 
	 	2.3.3	 	The CFO immediately following Closing shall be Li-Lan Cheng. Subject to
Clauses
3.5.7(i) and 3.5.7(ii), each subsequent CFO shall be nominated by the Chairman and
approved by the Board.






	2.4	 	Principal executive office
	 
	 	 	The principal executive office of the Company is situated at Suite 401-419, Level 4, Tower
B, COFCO Plaza, No 8 Jianguomennei Avenue, Beijing 100005, PRC.
	 
	2.5	 	Financial year
	 
	 	 	The financial year of the Company and each Group Company shall commence on 1 January of a
calendar year and end on 31 December of the following calendar year.
	 
	3	 	The Board and Board committees
	 
	3.1	 	Telstra Directors






	 	3.1.1	 	Subject to Clauses 3.4.3 and 13.2, Telstra may appoint 3 persons as
Telstra Directors.
	 
	 	3.1.2	 	Any Telstra Director may be removed by Telstra in accordance with the
Articles, in which case the Shareholders shall procure that the Company promptly removes
the Telstra Director from his or her position. Telstra can appoint any person as a Telstra
Director in place of any Telstra Director who vacates his or her office.




2









 












	3.2	 	Vincent Mo Directors






	 	3.2.1	 	Subject to Clause 3.4.3, Vincent Mo may appoint 3 persons as Vincent Mo
Directors.
	 
	 	3.2.2	 	Any Vincent Mo Director may be removed by Vincent Mo in accordance with
the Articles, in which case the Shareholders shall procure that the Company promptly
removes the Vincent Mo Director from his or her position. Vincent Mo can appoint any person
as a Vincent Mo Director in place of any Vincent Mo Director who vacates his or her office.






	3.3	 	Chairman






	 	3.3.1	 	The Chairman immediately following Closing shall be Vincent Mo. Subject to
Clause
3.5.7(i), each subsequent Chairman shall be appointed by the Board. If the Chairman
or his duly appointed proxy is not present at any Board meeting, the Directors
present may appoint any one of their number to act as chairman for the purpose of
that meeting.
	 
	 	3.3.2	 	For the period of 24 months following Closing, Vincent Mo may only be
removed as Chairman in accordance with this Agreement if any one of the following events
occurs:






	 	(i)	 	Vincent Mo commits an act of serious and material misconduct;
	 
	 	(ii)	 	Vincent Mo commits or causes to be committed a serious or persistent breach of
any material term of this Agreement or the Management Agreement whether directly or
indirectly, and which is not capable of remedy or, if capable of remedy, is not
remedied within the period in which the breach is required to be remedied by the
terms of the foregoing agreements;
	 
	 	(iii)	 	the Group fails to achieve an increase in its consolidated net profit for each
of the 12-month periods ending 30 June 2007 or 30 June 2008 by 60 per cent. or more
compared with the consolidated net profit for the 12-month period ending
30 June 2006 (on an annual compounding basis), which shall be calculated on
the basis of the audited consolidated profit and loss statements of the
Group for each of the 12 months ending 30 June 2007 and 30 June 2008
respectively and the consolidated profit and loss statements of the Group
for the 12 months ending 30 June 2006 initialled by Telstra and the Chairman
for the purposes of identification; or
	 
	 	(iv)	 	the Vincent Mo Shareholding Proportion ceases to be 15 per cent. or more as a
result of one or more transfers by Vincent Mo or the Vincent Mo Shareholders.






	3.4	 	Shareholder consultation and approval for appointments






	 	3.4.1	 	A Shareholder who wishes to make an appointment of a Director in
accordance with this Agreement shall take reasonable steps to ensure that its nominee is
able to perform his duties competently.
	 
	 	3.4.2	 	Each Shareholder who wishes to make an appointment of a Director in
accordance with this Agreement after the commencement of this Agreement shall give notice
to the other Shareholders of the name, qualifications and experience of its nominee and
intended date of appointment at least 28 Business Days prior to the intended date of
appointment.




3









 






	 	3.4.3	 	Immediately following Closing, the Board shall comprise 3 Directors
appointed by Telstra and 3 Directors appointed by Vincent Mo. Subject to Clause 13.3, if
the Shareholders agree to a change in the number of Directors, they shall ensure that the
number of Directors remain an even number and the right to appoint Directors shall be
allocated between Telstra and Vincent Mo in the same proportions as provided for in Clause
3.1.1 and Clause 3.2.1 (and Clauses 3.1.1 and 3.2.1 shall be varied accordingly) and the
Shareholders shall procure the Company to pass a resolution to give effect to the change in
the number of Directors in accordance with the Articles.






	3.5	 	Board Meetings






	 	3.5.1	 	Board meetings shall be held in Beijing, PRC, or Hong Kong and at a
minimum of
3-monthly intervals. A Board meeting may be convened by Vincent Mo or any Telstra
Director. At least one month’s written notice shall be given to each of the
Directors of all Board meetings (except if there are exceptional circumstances or a
majority of Directors agree to shorter notice).
	 
	 	3.5.2	 	No later than 5 Business Days before the scheduled date of a Board
Meeting, a further notice shall be given to the Directors which shall:






	 	(i)	 	specify a reasonably detailed agenda;
	 
	 	(ii)	 	be accompanied by any relevant papers; and
	 
	 	(iii)	 	be sent by courier, facsimile or electronic transmission if sent to an address
outside the PRC.






	 	3.5.3	 	The quorum at a Board meeting shall be one Telstra Director and Vincent Mo
(or his proxy duly appointed in accordance with the Articles) present at the time when the
relevant business is transacted. If a quorum is not present within half an hour of the time
appointed for the meeting or ceases to be present, the Director(s) present shall adjourn
the meeting to a specified place and time five Business Days after the original date. If a
quorum is not present within an hour of the time appointed for the adjourned meeting, the
quorum shall be deemed to be satisfied by any two Directors then present at the meeting.
Directors may participate in any meeting of the Board by means of a conference telephone or
other communications equipment through which all persons participating in the meeting can
communicate with each other simultaneously and instantaneously and for the purpose of
counting a quorum such participation shall constitute presence at a meeting as if those
participating were present in person.
	 
	 	3.5.4	 	Any notice(s) referred to in Clauses 3.5.1, 3.5.2 or 3.5.3 shall be given
by the secretary of the Company.
	 
	 	3.5.5	 	Board meetings shall be chaired by the Chairman or his proxy duly
appointed in accordance with the Articles.
	 
	 	3.5.6	 	Subject to Clause 3.5.7, Clause 3.5.9 and any applicable laws, the
following matters relating to the Group shall be decided by the Board:






	 	(i)	 	subject to Clause 3.3, the appointment or dismissal of the Chairman;
	 
	 	(ii)	 	subject to Clauses 2.3.1 and 2.3.3, (a) the dismissal or approval of the
appointment of the CEO and the termination of (including the amount of any




4









 






	 	 	 	compensation payable upon termination) or any amendment or variation to the
Management Agreement and (b) the approval of the appointment or the dismissal of
the CFO and the termination of or any amendment or variation to the CFO’s
employment agreement (if any);






	 	(iii)	 	any change in the share capital of the Company or, to the extent it causes a
change in the total share capital of the Group, of any other Group Company or the
creation, allotment or issue of any shares or of any other security or the grant of any
option or rights to subscribe for or to convert any instrument into shares or securities
in a Group Company;
	 
	 	(iv)	 	any reduction of the share capital of the Company or, to the extent it causes a
change in the total share capital of the Group, of any other Group Company or variation
of the rights attaching to any class of shares in any Group Company;
	 
	 	(v)	 	the disposal or the creation of an Encumbrance over or the dilution of the Company’s
interests (to the extent it causes a change in the total share capital of the Group),
directly or indirectly, in any Group Company;
	 
	 	(vi)	 	subject to Clause 4.2, adoption of and approval of any deviations from the Business
Plan, proposed in accordance with Clause 4.1;
	 
	 	(vii)	 	any acquisitions and divestments by any Group Company (by merger, de-merger,
division or otherwise) of any material assets, share capital, equity interests or other
securities in or debt instruments issued by any body corporate, or of any businesses or
undertakings other than between 100 Percent Associated Companies of the Company;
	 
	 	(viii)	 	the cessation by any Group Company of any material business operation;
	 
	 	(ix)	 	any material change to the nature, scope or geographical area of the Business or
carrying on any business other than the Business;
	 
	 	(x)	 	the borrowing of any amount or the creation of any charge or other security over any
assets or property of any Group Company other than between 100 Percent Associated
Companies of the Company;
	 
	 	(xi)	 	the making of any loan or advance by any Group Company to any person, firm, body
corporate or other business other than in the normal course of business and on an arm’s
length basis, or to a 100 Percent Associated Company of the Company;
	 
	 	(xii)	 	any expenditure by any Group Company in one transaction or in a series of related
transactions exceeding US$1 million in any 12-month period;
	 
	 	(xiii)	 	the payment or declaration of any dividend or the making of any profit
distribution by the Company and the formulation of or amendment to any policy in
relation thereto;
	 
	 	(xiv)	 	the entry into or variation, termination or enforcement of any right under any
agreement or transaction between a Group Company and (a) any other Group Company that is
not a 100 Percent Associated Company of the Company, (b) any Shareholder, (c) any
Controller, (d) any Associated Company of a Shareholder, (e) any Licence Company, or (f)
any shareholder, director or




5









 






	 	 	 	employee of any Group Company or any of the foregoing companies (other than, in
the case of such a director or employee, any agreement for his engagement or
employment with the Company or relating to his engagement or employment with the
Company, unless the terms of this clause otherwise require); and






	 	(xv)	 	the exercise of any other powers granted to the Board under this Agreement, the
Articles or any applicable laws.






	 	 	 	Where any matter listed in this Clause 3.5.6 is required by any applicable law to be
approved by the shareholders or by a general meeting of the Company, the Board’s powers
in this respect shall be to approve the putting of a resolution on the matter to a vote
by a general meeting of the Company.
	 
	 	3.5.7	 	At any Board meeting, each Director shall be entitled to one vote and the
Chairman (or his proxy duly appointed in accordance with the Articles) shall have a casting
vote, subject to the following:






	 	(i)	 	subject to Clause 3.5.7(ii), on any matter specified in Clauses 3.5.6(i) and
3.5.6(ii), the Telstra Directors present collectively and the Vincent Mo
Directors present collectively shall be entitled to the number of votes in the
Respective Proportions of their respective nominating Shareholders (where, for
the avoidance of doubt, the Chairman shall not have any casting vote);
	 
	 	(ii)	 	for so long as Vincent Mo is the Chairman, Vincent Mo shall have the exclusive right
to appoint the CEO and the CFO and each of the Telstra Directors and Vincent Mo shall
have a right of veto;
	 
	 	(iii)	 	on any of the matters specified in Clauses 3.5.6(iii) to (xiv) (inclusive), each
Telstra Director shall have a right of veto (except where Telstra’s Respective Proportion
becomes less than 40 per cent. as a result of one or more transfers by Telstra or where
any other Shareholder, together with any other Shareholder Controlled by such
Shareholder, has a larger Respective Proportion than Telstra), provided that where one or
more Telstra Director exercise(s) his right of veto, the Chairman or his duly appointed
proxy shall not have any casting vote; and
	 
	 	(iv)	 	as otherwise provided in this Agreement.






	 	3.5.8	 	Each Shareholder shall use its reasonable endeavours to ensure that at least
one Director appointed by it attends Board meetings.
	 
	 	3.5.9	 	Any specific matter expressly provided for in sufficient detail in the Business
Plan or Transitional Business Plan (as applicable), including but not limited to the matters
listed in Clauses 3.5.6(iii) to (xiv) (inclusive), shall be deemed to be approved by the Board.
The Chairman shall be responsible for the management of the Company and for implementing
decisions of the Board. The Chairman shall have the right to make decisions in accordance with
the Articles on any matters that are not listed in Clauses 3.5.6(i) to (xiv) (inclusive) and/or that are described in sufficient detail in the
Business Plan or Transitional Business Plan (as applicable).
	 
	 	3.5.10	 	The Company shall procure that each Group Company acts strictly in accordance
with and carries out all decisions of the Board. The Company, acting through the Board,




6









 






	 	 	 	shall ensure that it has the power under the articles of association of each other
Group Company (or equivalent document) to perform its obligations under this Clause
and, where necessary, shall cause the articles of association of a Group Company
(or equivalent document) to be duly amended to grant this power to the Company.






	3.6	 	Committees of Directors






	 	3.6.1	 	The Board may constitute committees of Directors.
	 
	 	3.6.2	 	The quorum for Board committee meetings shall be the same as for Board
meetings.
	 
	 	3.6.3	 	As at Closing:






	 	(i)	 	there shall be an Audit Committee which must have one Telstra Director and one
Vincent Mo Director as members. The Audit Committee shall review the Audited
Accounts and discuss with the Auditors the accounting policies to be adopted;
	 
	 	(ii)	 	there shall be a Compensation Committee which must have one Telstra Director
and one Vincent Mo Director as members. The Compensation Committee shall decide the
compensation for the Directors, Chairman, CEO, CFO and President (or Chief Operating
Officer) of the Company; and
	 
	 	(iii)	 	the Nomination Committee existing prior to Closing shall be dissolved with
immediate effect.






	4	 	Business Plan and financial information
	 
	4.1	 	Information to be prepared
	 
	 	 	The CEO shall prepare, or cause to be prepared, and shall submit to the Board and the
Shareholders the following information as soon as possible and no later than the dates/times
set out below:






	 	4.1.1	 	the unaudited results of the Company and all Group Companies for the
previous financial year within 25 Business Days of the end of each financial year;
	 
	 	4.1.2	 	Audited Accounts or audited consolidation returns for the previous
financial year within three months of the end of each financial year;
	 
	 	4.1.3	 	a draft Business Plan for the Group for the following three years, 45 days
prior to the end of each financial year;
	 
	 	4.1.4	 	any proposed deviation from the Business Plan at any time the CEO deems
such deviation appropriate;
	 
	 	4.1.5	 	monthly unaudited management accounts in English including (1) a detailed
profit and loss statement, balance sheet and cash flow statement; (2) an analysis of
subscriptions and other revenue; (3) a review of the budget contained in the Business
Plan including a reconciliation of results with revenue and capital budgets; and (4) number
of staff, within 20 Business Days following the end of each month, and for the months of
June and December such information shall be provided on an entity-by-entity basis as soon
as possible to enable Telstra to comply with its reporting and disclosure obligations; and





7









 





	 	4.1.6	 	any further information as any Shareholder may reasonably require relating
to the Business or financial condition of the Company or of any Group Company, within 20
Business Days of the Shareholder making the request.






	4.2	 	Approval of Business Plans






	 	4.2.1	 	The Board shall decide whether or not to approve the draft Business Plan
within 30 Business Days of receiving it.
	 
	 	4.2.2	 	If the draft Business Plan is not approved by the Board in accordance with
Clauses
3.5.6(vi), 3.5.7 and 4.2.1, the CEO shall resubmit new versions of the draft
Business Plan to the Board for approval and the Telstra Directors present
collectively and the Vincent Mo Directors present collectively shall be entitled to
the number of votes in the Respective Proportions of their respective nominating
Shareholders (where, for the avoidance of doubt, the Chairman shall not have any
casting vote).
	 
	 	4.2.3	 	In the event that a new Business Plan has not been approved by the end of
the then current financial year, the Company shall be managed by the CEO in accordance with
an Operating Budget starting after the end of such financial year. An “Operating Budget”
shall mean, for any month, the operating budget for the immediately preceding month.






	4.3	 	Transitional Business Plan
	 
	 	 	The Parties agree that, until the first Business Plan is approved by the Board in
accordance with Clauses 3.5.6(vi), 3.5.7 and 4.2, the business of the Group shall be
conducted in accordance with the Transitional Business Plan.
	 
	4.4	 	Integration
	 
	 	 	Each Shareholder agrees to perform or procure the performance of the obligations imposed on
it, any of its Associated Companies and any Group Company in the integration plan set out in
Schedule 7.
	 
	4.5	 	KPMG audit
	 
	 	 	The Company shall procure that KPMG complete the audit of the management accounts of the
Company for the period ended 30 June 2006 as soon as practicable after Closing.






	5	 	Distribution policy
	 
	5.1	 	Distribution of net profit






	 	5.1.1	 	The annual general meeting of the Company at which Audited Accounts are
laid before the Shareholders must be held as soon as practicable but not later than 4
months after the end of the relevant financial year.
	 
	 	5.1.2	 	The Auditors shall be instructed to report (at the expense of the Company)
the amount of the profits available for distribution by the Company at the same time as
they sign their report on the Audited Accounts.
	 
	 	5.1.3	 	The Company shall each year distribute to the Shareholders a percentage as
the Board determines of all of the Company’s profits lawfully available for distribution of
the then most recently ended financial year subject to the Board making reasonable




8









 






	 	 	 	provisions and transfers to reserves and retaining adequate funds for the
Company’s planned cash outflows and capital expenditure as set out in the Business
Plan.






	 	5.1.4	 	Each Group Company (excluding the Company) shall distribute to its
shareholders all of its available profits in each financial year unless otherwise
determined by the Board.






	5.2	 	Conditions for distribution of net profit
	 
	 	 	Distribution of profits in accordance with this Clause 5 may not be made if the Board
resolves that the distribution is materially prejudicial to the interests of any Group
Company having regard to:






	 	5.2.1	 	implementation of the investment programme approved by the Board in the
Business Plan or otherwise;
	 
	 	5.2.2	 	the trading prospects of the Company and the Group; and
	 
	 	5.2.3	 	the need to maintain the sound financial standing of the Group.






	6	 	Transfers of Shares
	 
	6.1	 	General prohibition against Share transfers
	 
	 	 	No Shareholder can do, or agree to do, any of the following without the prior written
consent of the other Shareholders, unless it is permitted by this Clause 6, Clause 7 or
Clause 8:






	 	6.1.1	 	pledge, mortgage, charge or otherwise Encumber any of its Shares or any
interest in any of its Shares;
	 
	 	6.1.2	 	sell, transfer or otherwise dispose of, or grant any option over, any of
its Shares or any interest in its Shares; or
	 
	 	6.1.3	 	enter into any agreement in respect of the votes attached to any of its
Shares.






	6.2	 	Transfers to Associated Companies






	 	6.2.1	 	Any Shareholder may transfer all or some of its Shares to any 100 Percent
Associated Company by giving prior written notice to the other Shareholders. A 100 Percent
Associated Company must be under an obligation to retransfer its Shares to the Shareholder
or another 100 Percent Associated Company of that Shareholder immediately if it ceases to
be a 100 Percent Associated Company of the Shareholder.
	 
	 	6.2.2	 	Following a transfer of Shares to a 100 Percent Associated Company in
accordance with this Clause 6.2, the original transferring Shareholder (but not a
subsequent transferor in a series of transfers to 100 Percent Associated Companies) shall
guarantee, as sole or principal obligor to the Parties, the due and punctual performance by
the transferee of all obligations, commitments and undertakings under or pursuant to this
Agreement (and each Transaction Document to which the original transferring Shareholder is
a party and to which the transferee accedes).
	 
	 	6.2.3	 	Where not all of the Shares held by the original transferring Shareholder
(but not a subsequent transferor in a series of transfers) are transferred to its 100
Percent Associated Company:






	 	(i)	 	the transferring Shareholder must be granted the exclusive right to exercise
votes in respect of each Share transferred on behalf of the transferee;




9









 






	 	(ii)	 	this Agreement and the Articles shall apply as if the transferring Shareholder
and the transferee are one Shareholder;
	 
	 	(iii)	 	all the rights of the transferee under this Agreement and the Articles shall
be exercised exclusively by the transferring Shareholder;
	 
	 	(iv)	 	any notice given by the transferring Shareholder under the Agreement or the
Articles shall be deemed also to be given by the transferee; and
	 
	 	(v)	 	any notice required to be given to the transferee shall be given also to the
transferring Shareholder.






	6.3	 	Notice of Offers
	 
	 	 	If (a) a Shareholder receives a bona fide offer in writing from any party other than a 100
Percent Associated Company of that Shareholder (“Shareholder Level Offeror”) to purchase all
or some of that Shareholder’s Shares (a “Shareholder Level Offer”), or (b) Vincent Mo
receives a bona fide offer in writing from any party other than a 100 Percent Associated
Company of Vincent Mo (“Controller Level Offeror”) to purchase all of the Vincent Mo’s
equity interests in both Vincent Mo Shareholders (a “Controller Level Offer”), (both a
Shareholder Level Offer and a Controller Level Offer, an “Offer” and both a Shareholder
Level Offeror and a Controller Level Offeror, an “Offeror”) which it wishes to accept, it
shall immediately give written notice (the “Transfer Notice”) to the other Shareholders (the
“Remaining Shareholders”) offering to sell, in the case of a Shareholder Level Offer, those
Shares which are the subject of the Shareholder Level Offer or, in the case of a Controller
Level Offer, all the Shares of the Vincent Mo Shareholders (in each case “Offer Shares”) to
the other Shareholders (or where the Remaining Shareholder is Telstra, any person or entity
nominated by Telstra) at the same cash price or cash price-equivalent (which in the case of
a Controller Level Offer, shall be the cash price or cash price-equivalent for the Vincent
Mo’s equity interests in the Vincent Mo Shareholders representing the value attributable to
the Shares held by the Vincent Mo Shareholders) as set out in the Offer, and on terms which
are no less favourable than those contained in the Offer. The Transfer Notice shall also
state:






	 	6.3.1	 	the period within which the offer to sell the Offer Shares to the
Remaining Shareholders shall remain open to be accepted. This period must be at least 30
Business Days from the date of the Transfer Notice (the “Acceptance Period”);
	 
	 	6.3.2	 	the identity of the Offeror;
	 
	 	6.3.3	 	in the case of a Shareholder Level Offer, the number of Shares of the
Selling Shareholder for which the Offer is made and, where the selling Shareholder is the
Vincent Mo Shareholders or Telstra in the circumstances specified in Clause 6.4.2 the
number of Shares which a Remaining Shareholder which issues a Tag-Along Notice is entitled
to sell; and
	 
	 	6.3.4	 	full details of all other terms and conditions of the Offer and where the
selling Shareholder is the Vincent Mo Shareholders or Telstra in the circumstances
specified in Clause 6.4.2, that the Offer is made for all of the Shares of any Remaining
Shareholder who issues a Tag-Along Notice.






	 	 	Unless as permitted under this Clause 6, Vincent Mo shall not sell, transfer or otherwise
dispose of, grant any option over, Encumber, any of its shares in any Vincent Mo Shareholder
or any interest in any of these shares and shall not enter into any agreement in respect of
the





10









 





	 	 	votes attached to any of these shares. For the avoidance of doubt, an Offeror under this
Clause may be a Shareholder other than the selling Shareholder.






	6.4	 	Options of Remaining Shareholders
	 
	 	 	Once a Remaining Shareholder has received a Transfer Notice it may either:






	 	6.4.1	 	send a written notice to the selling Shareholder (an “Acceptance Notice”)
within the Acceptance Period accepting the selling Shareholder’s offer set out in the
Transfer Notice; or
	 
	 	6.4.2	 	in the case of a Shareholder Level Offer, where the selling Shareholder
is:






	 	(i)	 	the Vincent Mo Shareholders (to the extent that Vincent Mo is the Chairman or
the CEO of the Company); or
	 
	 	(ii)	 	Telstra, where at the date of the Transfer Notice Telstra Controls the Company,






	 	 	 	send a written notice to the selling Shareholder (a “Tag-Along Notice”) within the
Acceptance Period declining the offer set out in the Transfer Notice and accepting
the Offeror’s Offer, subject to the delivery of an Acceptance Notice by any other
Remaining Shareholder.






	 	 	If a Remaining Shareholder neither sends an Acceptance Notice nor a Tag-Along Notice, it
shall be deemed not to have accepted the selling Shareholder’s offer set out in the
Transfer Notice, and where the selling Shareholder is the Vincent Mo Shareholders or
Telstra in the circumstances described in Clause 6.4.2, any Offer by an Offeror.
	 
	6.5	 	Consequences of Transfer Notice






	 	6.5.1	 	If the selling Shareholder’s offer set out in the Transfer Notice is
accepted, then upon the expiry of the Acceptance Period, the selling Shareholder must sell
the Offer Shares to each Remaining Shareholder (or where the Remaining Shareholder is
Telstra, its nominee) who has accepted the selling Shareholder’s offer, in the proportion
which the Respective Proportion of that Remaining Shareholder bears to the total Respective
Proportions of all the Remaining Shareholders who have accepted the offer. If any Tag-Along
Notice has also been issued, the Shareholder who has issued the Tag-Along Notice must sell
its Shares to each Remaining Shareholder (or where the Remaining Shareholder is Telstra,
its nominee) who has accepted the selling Shareholder’s offer, in the proportion which the
Respective Proportion of that Remaining Shareholder bears to the total Respective
Proportions of all of the Remaining Shareholders who have accepted the offer.
	 
	 	6.5.2	 	If the selling Shareholder’s offer set out in the Transfer Notice is not
accepted or deemed not to have been accepted by any Remaining Shareholder and a Tag-Along
Notice has not been issued, the selling Shareholder or Vincent Mo (as the case may be) must
upon the expiry of the Acceptance Period accept the Offer and in the case of a Shareholder
Level Offer, the selling Shareholder must sell the Offer Shares to the Offeror on the terms
and conditions of the Offer and in the case of a Controller Level Offer, Vincent Mo shall
sell its equity interests in the Vincent Mo Shareholders, and where a Tag-Along Notice has
been issued, any Remaining Shareholder who has issued the Tag-Along Notice must sell its
Shares to the Offeror on the terms and conditions of the Offer.




11









 












	6.6	 	Completion of transfer
	 
	 	 	The sale of Shares in accordance with this Clause 6 shall be made on the following terms:






	 	6.6.1	 	completion of the transfer of the Shares shall be completed 10 Business
Days after the date of expiry of the Acceptance Period or the date of satisfaction or
waiver of all Permitted Conditions (whichever is the later) (the “Transfer Date”) and at a
reasonable time and place as the selling Shareholder(s) and the buyer may agree or, failing
which, at the registered office of the Company;
	 
	 	6.6.2	 	the selling Shareholder(s) must deliver to the buyer in respect of the
Shares which it is selling on or before the Transfer Date:






	 	(i)	 	duly executed share transfer forms;
	 
	 	(ii)	 	the relevant share certificates; and
	 
	 	(iii)	 	a power of attorney in favour of any person or entity as the buyer may
nominate to enable that person or entity to exercise all rights of ownership in
respect of the Shares to be sold including voting rights;






	 	6.6.3	 	the buyer must pay the total consideration due for the Shares to the
selling Shareholder(s) by telegraphic transfer to the bank account of the selling
Shareholder(s) notified to it for the purpose on the Transfer Date;
	 
	 	6.6.4	 	the completion of the sale of the Shares of all selling Shareholder(s)
must take place simultaneously; and
	 
	 	6.6.5	 	in accordance with Clause 9.






	6.7	 	Failure to complete sale






	 	6.7.1	 	If any selling Shareholder fails or refuses to transfer any Shares in
accordance with this Clause 6, the buyer or where the buyer is not a Party, the Company on
its behalf and acting on its instructions may serve a default notice. Within five Business
Days of service of a default notice (unless the non-compliance has previously been remedied
to the reasonable satisfaction of the buyer), the defaulting selling Shareholder shall not
exercise any of its powers or rights in relation to management of, and participation in the
profits of, the Company under this Agreement, the Articles or otherwise. The Directors
appointed by the defaulting seller (or its predecessor in title) shall not:






	 	(i)	 	be entitled to vote at any Board meeting;
	 
	 	(ii)	 	be required to attend any meeting of Directors in order to constitute a quorum;
or
	 
	 	(iii)	 	be entitled to receive or request any information from the Company.






	 	6.7.2	 	Without prejudice to any other rights or remedies which a Party may have,
the Parties acknowledge and agree that damages would not be an adequate remedy for any
breach of this Clause 6.7 and the remedies of injunction, specific performance and other
equitable relief are appropriate for any actual or anticipatory breach of this provision
and no proof of special damages shall be necessary for the enforcement of the rights under
this Clause 6.7.




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	7	 	Termination of Management Agreement
	 
	7.1	 	Sell Right






	 	7.1.1	 	If the Management Agreement is terminated by the Company and the Company
has not at that time completed an IPO, the Company shall promptly advise each Shareholder
in writing of the termination. Each Continuing Shareholder shall, subject to this Clause 7,
have the right (the “Sell Out Right”) to require Telstra to purchase (or, at Telstra’s sole
discretion, to procure the purchase of) all of the Shares held by the Continuing
Shareholder, provided that the Sell Out Right can be exercised not earlier than six months
after the termination.
	 
	 	7.1.2	 	The Sell Out Right is exercisable in whole but not in part by written
notice from a Continuing Shareholder to Telstra (the “Sell Out Notice”) given at any time
during a period of 20 Business Days from the date the Sell Out Right first becomes
exercisable under Clause 7.1.1 (the “Sell Out Period”). No Continuing Shareholder may
exercise its Sell Out Right, unless all Vincent Mo Shareholders exercise their respective
Sell Out Rights. No Vincent Mo Shareholder may exercise a Sell Out Right unless all other
Vincent Mo Shareholders exercise their Sell Out Rights.






	7.2	 	Exercise






	 	7.2.1	 	Where all Vincent Mo Shareholders have exercised their respective Sell Out
Rights, Telstra shall within a period of 20 Business Days following the expiry of the Sell
Out Period or when all Sell Out Notices are received, whichever is earlier, inform each
Continuing Shareholder which has delivered a Sell Out Notice in writing (the “Telstra
Notice”) of its decision to carry out any one of the following:






	 	(i)	 	purchase or nominate a third party to purchase the Shares which are the subject
of the Sell Out Notice for an amount equal to the Fair Value of the Shares (the
“Sell Out Price”); or
	 
	 	(ii)	 	procure a trade sale of the Company to any bona fide, unrelated third party
arm’s length buyer(s).






	 	7.2.2	 	If the Telstra Notice contains an election under Clause 7.2.1(i), the
relevant Continuing Shareholder shall sell and Telstra or a buyer nominated by Telstra
shall purchase the relevant Shares which are the subject of the Sell Out Notice in
accordance with Clause 7.3.1.
	 
	 	7.2.3	 	If the Telstra Notice contains an election under Clause 7.2.1(ii), and no
formal and binding agreement has been executed with any third party buyer(s) for the trade
sale of the Company within a period of six months of the Telstra Notice, then within seven
days following the expiry of that six-month period, each Continuing Shareholder who has
given a Sell Out Notice shall sell and Telstra or a buyer nominated by Telstra shall
purchase the relevant Shares which are the subject of the Sell Out Notice in accordance
with Clause 7.3.1.
	 
	 	7.2.4	 	A Sell Out Notice shall be irrevocable and unconditional except for any
Permitted Condition.
	 
	 	7.2.5	 	The Shareholders shall fully cooperate and provide all reasonable
assistance to Telstra if an election is made under Clause 7.2.1(ii).






13











 






	7.3	 	Completion of transfer






	 	7.3.1	 	The sale and purchase of Shares in accordance with Clause 7.2.2 (or Clause 7.2.3 where no formal and binding agreement with any third party buyer(s) has been executed) shall be made on the following terms:






	 	(i)	 	completion of the transfer of the Shares shall be completed seven Business Days after the date of determination of the Fair Value of the Shares or the date of the satisfaction or waiver of all Permitted Conditions, whichever is the later (the “Sell Out Date”) at a reasonable time and place that the Shareholders may agree or, failing which, at the registered office of the Company;
	 
	 	(ii)	 	the selling Shareholder shall deliver to Telstra in respect of the Shares on or before the Sell Out Date:






	 	(a)	 	duly executed share transfers forms; and
	 
	 	(b)	 	the relevant share certificates; and
	 
	 	(c)	 	a power of attorney in favour of any person or entity as the buyer may nominate to enable that person or entity to exercise all rights of ownership in respect of the Shares including voting rights; and






	 	(iii)	 	Telstra shall pay the Sell Out Price to the selling Shareholder by telegraphic transfer to the bank account of the selling Shareholder notified to Telstra for the purpose on the Sell Out Date; and
	 
	 	(iv)	 	in accordance with Clause 9.






	 	7.3.2	 	If a formal and binding agreement is executed with third party buyer(s) for the trade sale of the Company within the six-month period referred to in Clause 7.2.3, all Shareholders shall, upon Telstra’s request in writing, sell their Shares to the third party buyer(s) on the terms of the formal and binding agreement and the sale and purchase of Shares to the third party buyer(s) shall be
made on the terms of the relevant sale agreement executed with the third party buyer(s). The completion of
the sale of the Shares of all selling Shareholders must take place simultaneously.






	8	 	Default
	 
	8.1	 	Events of Default
	 
	 	 	A Shareholder (the “Defaulting Shareholder”) suffers an Event of Default where one or more
of the following occurs:






	 	8.1.1	 	it or its Controller commits a material breach of this Agreement and
either (1) the breach is not capable of being remedied or (2) the Defaulting Shareholder
does not remedy that breach within 45 calendar days of the other Shareholder sending it
written notice requiring it to remedy that breach;
	 
	 	8.1.2	 	a Licence Company Controlled by the Defaulting Shareholder or by the
Defaulting Shareholder’s Controller commits a material breach of any agreement between it
and a Group Company and either (1) the breach is not capable of being remedied or (2) the
Licence Company does not remedy that breach within 45 calendar days of the Group Company
sending it written notice requiring it to remedy that breach;




14









 






	 	8.1.3	 	it is unable to pay its material debts as they fall due, suspends making
payments on any of its debts;
	 
	 	8.1.4	 	the value of its assets is less than its liabilities (taking into account
contingent and prospective liabilities) provided that it becomes subsequently bankrupt;
	 
	 	8.1.5	 	any corporate action, legal proceedings or other procedure or step is
taken (or any analogous procedure or step is taken in any jurisdiction) in relation to:






	 	(i)	 	the suspension of payments, a moratorium of any indebtedness, winding-up,
dissolution, administration or reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise) other than a solvent liquidation or
reorganisation of any of its Associated Companies;
	 
	 	(ii)	 	a composition, assignment or arrangement with any creditor;
	 
	 	(iii)	 	the appointment of a liquidator (other than in respect of a solvent
liquidation of any of its Associated Companies), receiver, administrator,
administrative receiver, compulsory manager or other similar officer in respect of
any of its assets; or






	 	8.1.6	 	enforcement of any security over any of its assets.






	 	 	For the purposes of this Clause 8.1, a “Controller” of a Defaulting Shareholder shall mean a
person or entity who Controls the Defaulting Shareholder by virtue of the person or entity
(solely or collectively with any Immediate Family Member) directly or indirectly, legally or
beneficially, owning 100 per cent. of the voting securities of the Defaulting Shareholder.
	 
	8.2	 	Notification of Default
	 
	 	 	If an Event of Default occurs, the Defaulting Shareholder shall notify the other
Shareholders as soon as reasonably practicable.
	 
	8.3	 	Default Notice






	 	8.3.1	 	Following an Event of Default, without prejudice to any rights or remedies
it may have under Clause 10, a non-defaulting Shareholder may give written notice (a
“Default Notice”) to the Defaulting Shareholder(s) within 60 Business Days of receiving
notification of the Event of Default from the Defaulting Shareholder(s) or of its becoming
aware of the Event of Default, whichever is the earlier requiring the Defaulting
Shareholder(s) to sell all of the Shares held by the Defaulting Shareholder(s) (the
“Default Sale Shares”) to the non-defaulting Shareholder or any person or entity nominated
by the Defaulting Shareholder at a price per Share equal to the Fair Value of the Sale
Shares.
	 
	 	8.3.2	 	Where more than one non-defaulting Shareholder issue a Default Notice, the
Default
Sale Shares shall be sold to each of the non-defaulting Shareholders (other than a Vincent
Mo Shareholder where the other Vincent Mo Shareholder is the Defaulting Shareholder), in
the proportion which the Respective Proportion of that non-defaulting Shareholder bears to
the total Respective Proportions of all the non-defaulting Shareholders who have issued a
Default Notice.




15









 












	8.4	 	Completion of transfer
	 
	 	 	The completion of the sale of the Default Sale Shares pursuant to this Clause 8.4 shall be
made in accordance with Clauses 6.6 and 6.7, save that for the purposes of this Clause 8.4,
the “Acceptance Period” shall be the 60 Business Day period referred to in Clause 8.3.1.
	 
	8.5	 	Period between Default Notice and transfer
	 
	 	 	The Shareholders shall do all things within their power to ensure that the Business is
continued to be run as a going concern during the period between the service of the Default
Notice and the completion of the transfer of the Default Sale Shares.
	 
	8.6	 	Failure to complete transfer
	 
	 	 	If any Defaulting Shareholder fails or refuses to transfer any Shares in accordance with
this Clause 8, the non-defaulting Shareholder may serve a further default notice. Within 5
Business Days of service of the further default notice, the Defaulting Shareholder shall not
exercise any of its powers or rights in relation to management of, and participation in the
profits of, the Company under this Agreement, the Articles or otherwise. The Directors
appointed by the Defaulting Shareholder (or its predecessor in title) shall not:






	 	8.6.1	 	be entitled to vote at any Board meeting;
	 
	 	8.6.2	 	be required to attend any meeting of Directors in order to constitute a
quorum; or
	 
	 	8.6.3	 	be entitled to receive or request any information from the Company.






	9	 	Terms and consequences of transfers of Shares 
	 
	9.1	 	Notices
	 
	 	 	The Shareholders shall keep the Company informed at all times of the issue and contents of
any notice served in relation to the transfer of Shares pursuant to this Agreement
(including without limitation a Transfer Notice, Tag-Along Notice, Sell Out Notice or
Default Notice) and any election or acceptance relating to those notices.
	 
	9.2	 	Transfer terms
	 
	 	 	Any sale and/or transfer of Shares pursuant to this Agreement shall be on terms that those
Shares:






	 	9.2.1	 	are transferred free from all Encumbrances; and
	 
	 	9.2.2	 	are transferred with the benefit of all rights attaching to them as at the
date of the relevant Transfer Notice, Tag-Along Notice, Sell Out Notice or Default Notice
as appropriate.






	9.3	 	Registration
	 
	 	 	The Parties shall procure that a transfer of Shares is not approved for registration unless
this Agreement and Articles have been complied with. The Company shall procure that each
share certificate issued by it shall carry the following statement:
	 
	 	 	“Any disposition, transfer, charge of or dealing in any other manner in the Shares
represented by this certificate is restricted by a Shareholders’ Agreement dated [      ] and
made between [      ]”.




16









 












	9.4	 	Waiver of pre-emption rights
	 
	 	 	The Shareholders waive their pre-emption rights to the transfer of Shares contained in this
Agreement and the Articles to the extent necessary to give effect to Clause 6, Clause 7 and
Clause 8.
	 
	9.5	 	Further assurance
	 
	 	 	Each Party shall do all things and carry out all acts which are reasonably necessary to
effect the transfer of Shares in accordance with the terms of this Agreement in a timely
fashion.
	 
	9.6	 	Return of documents, etc.
	 
	 	 	On ceasing to be a Shareholder, a Shareholder must hand over to the Company material
correspondence, Business Plans, schedules, documents and records relating to the Business
held by it or a Controller or an Associated Company of the Shareholder or any third party
which has acquired them through that Shareholder, Controller or an Associated Company and
shall not keep any copies.
	 
	9.7	 	Loans, borrowings, guarantees and indemnities






	 	9.7.1	 	Upon a transfer of all the Shares held by a Shareholder:






	 	(i)	 	the remaining Shareholders shall procure that all loans, borrowings and
indebtedness in the nature of borrowings outstanding owed by the Company to a
transferring Shareholder (together with any accrued interest) are either assigned to
each of the remaining Shareholders for a value as may be agreed between the
transferring Shareholder and all the remaining Shareholders and in the proportion
which the Respective Proportion of that remaining Shareholder bears to the total
Respective Proportions of all the remaining Shareholders, or failing agreement with
all the remaining Shareholders, are repaid by the Company;
	 
	 	(ii)	 	all loans, borrowings and indebtedness in the nature of borrowings outstanding
owed by that transferring Shareholder to the Company shall be repaid; and
	 
	 	(iii)	 	the remaining Shareholders shall use all reasonable endeavours (but without
involving any financial obligation on their part) to procure the release of any
guarantees, indemnities, security or other comfort given by the transferring
Shareholder to or in respect of the Company or its Business and, pending the
release, shall indemnify the transferring Shareholder in respect of them.






	 	9.7.2	 	Any assumption of the obligations of a transferring Shareholder by the
remaining Shareholders is without prejudice to the rights of the remaining Shareholders
and/or the Company to claim from the transferring Shareholder in respect of liabilities
arising prior to the completion date of the transfer of Shares.






	9.8	 	Assumption of obligations
	 
	 	 	The Parties shall procure that no person other than an existing Shareholder acquires any
Shares (other than in an IPO) unless it enters into a Deed of Adherence agreeing to be bound
by this Agreement as a Shareholder and any other agreements in connection with the Business
as a Shareholder.




17









 












	9.9	 	Removal of appointees






	 	9.9.1	 	If a Shareholder ceases to be a Shareholder it shall immediately upon
transfer of its Shares procure the resignation of all its appointees to the Board and as
Director, Chairman and CEO and to the Board of directors of each Group Company. If the
remaining Shareholders request, it shall do all things and sign all documents as may
otherwise be necessary to procure the resignation or dismissal of these persons from their
appointments in a timely manner. If Telstra or a Vincent Mo Shareholder ceases to be a
Shareholder, immediately upon transfer of its Shares and resignation of all its appointees
in accordance with this Clause, Clauses 3.5.7(i) and (ii) shall cease to have any further
force and effect.
For the purposes of this Clause, an appointee of a Vincent Mo Shareholder shall include any
Vincent Mo Director and Vincent Mo in whatever capacity.
	 
	 	9.9.2	 	Those resignations shall take effect without any liabilities on the
Company for compensation for loss of office or otherwise except to the extent that the
liability arises in relation to a service contract with a Director who was acting in an
executive capacity. Any Shareholder removing a Director appointed by it shall fully
indemnify and hold harmless the other Shareholders and the Company from and against any
claim for unfair or wrongful dismissal arising out of such removal.






	9.10	 	Power of Attorney






	 	9.10.1	 	Telstra irrevocably appoints each Vincent Mo Shareholder and each Vincent
Mo Shareholder irrevocably appoints Telstra, by way of security for the performance of any
such appointing Party’s obligations owed to any such other Party under Clauses 6, 7 and 8,
its attorney to execute, deliver and/or issue any necessary document, agreement,
certificate and instrument required to be executed by the appointing Party in discharge of
its obligations to the other Party under the provisions of Clauses 6, 7 and 8 where the
other Party has exercised an Acceptance Notice, Tag-Along Notice, Sell Out Notice or
Default Notice, solely in respect of any transfer of shares or other documents which may be
necessary to transfer title to the Shares required by Clauses
6, 7 and 8.
	 
	 	9.10.2	 	Without prejudice to Clause 9.10.1, each of the Shareholders irrevocably
appoints the Company by way of security for the performance of the appointing Shareholder’s
obligations owed to each other Shareholder under Clauses 6, 7 and 8, its attorney to
execute, deliver and/or issue any necessary document, agreement, certificate and instrument
required to be executed by the appointing Shareholder in discharge of its obligations to
the other Shareholder under the provisions of Clauses 6, 7 and 8 where the other
Shareholder has exercised an Acceptance Notice, Tag-Along Notice, Sell Out Notice or
Default Notice, solely in respect of any transfer of shares or other documents which may be
necessary to transfer title to the Shares required by Clauses 6, 7 and 8.
	 
	 	9.10.3	 	After the relevant buyer has been registered as holder of the shares
being sold in purported exercise of powers under Clause 9.10.1 or Clause 9.10.2, the
validity of the proceedings shall not be questioned by any person.
	 
	 	9.10.4	 	The purchase monies shall, to the extent that they are not delivered to
the selling party on or before the appropriate completion date, bear interest against the
purchasing




18









 






	 	 	 	party at the rate of 2 per cent. over LIBOR calculated on a daily basis from that
date until the selling party is reimbursed by the other party.






	9.11	 	Change of name
	 
	 	 	If a Shareholder ceases to be a Shareholder and the corporate name of the Company or any
Group Company contains any word the same or similar to the corporate name or any distinctive
part of the corporate name of that Shareholder, the remaining Parties shall procure that the
corporate name of the Company or any Group Company shall be changed to exclude that word
within 30 days of the Shareholder ceasing to be a Shareholder.
	 
	10	 	Rights in relation to Licence Companies
	 
	10.1	 	Right to acquire interests






	 	10.1.1	 	If any of the following events occur:






	 	(i)	 	any Shareholder who Controls a Licence Company or whose Controller Controls a
Licence Company becomes obliged to transfer or to offer to transfer all of its
Shares to any other Shareholder(s) under the terms of this Agreement or otherwise
(including without limitation by the issue of a Transfer Notice by that Shareholder
in
relation to all its Shares or by the issue of a Default Notice to that Shareholder);
	 
	 	(ii)	 	a Continuing Shareholder who Controls a Licence Company or whose Controller
Controls a Licence Company ceases to be a Shareholder of the Company; or
	 
	 	(iii)	 	in relation to any Licence Company Owner:






	 	(a)	 	it commits a material breach of this Agreement and either (1) the breach
is not capable of being remedied or (2) it does not remedy that breach
within 45 calendar days of any Shareholder sending it written notice
requiring it to remedy that breach;
	 
	 	(b)	 	any Licence Company in which it has an equity interest commits a
material breach of any agreement between it and a Group Company and either
(1) the breach is not capable of being remedied or (2) the Licence Company
does not remedy that breach within 45 calendar days of the Group Company
sending it written notice requiring it to remedy that breach;
	 
	 	(c)	 	it or any Licence Company Owner who Controls the same Licence Company in
which it has an equity interest is unable or admits inability to pay its
debts as they fall due, suspends making payments on any of its material
debts;
	 
	 	(d)	 	the value of its assets or of any Licence Company Owner who Controls the
same Licence Company in which it has an equity interest is less than its
liabilities (taking into account contingent and prospective liabilities)
provided that it becomes subsequently bankrupt;
	 
	 	(e)	 	any corporate action, legal proceedings or other procedure or step is
taken (or any analogous procedure or step is taken in any jurisdiction) in




19









 






	 	 	 	relation to it or any other Licence Company Owner who Controls the same
Licence Company in which it has an equity interest:






	 	(I)	 	the suspension of payments, a moratorium of any indebtedness,
winding-up, dissolution, administration or reorganisation (by way of
voluntary arrangement, scheme of arrangement or otherwise);
	 
	 	(II)	 	a composition, assignment or arrangement with any creditor;
	 
	 	(III)	 	the appointment of a liquidator, receiver, administrator,
administrative receiver, compulsory manager or other similar officer in
respect of any of its assets; or
	 
	 	(IV)	 	enforcement of any security over any of its assets; or






	 	(f)	 	it or any other Licence Company Owner who Controls the same Licence Company
in which it has an equity interest is subject to any change of Control; or
	 
	 	(g)	 	where the Licence Company Owner is a natural person or any other Licence
Company Owner who Controls the same Licence Company in which it has an equity
interest is a natural person, any such natural person:






	 	(I)	 	is incapacitated as a result of illness, disability or death; or
	 
	 	(II)	 	becomes bankrupt or is subject to any analogous proceedings (whether
voluntary or otherwise).






	 	 	 	then without prejudice to any other rights the Company or the Shareholders may have
pursuant to this Agreement, the Articles or otherwise, any Shareholder may by notice in
writing to the Company require the Company to, and all Shareholders shall procure the
Company through exercising their rights as shareholders of the Company and through their
appointed Directors (if any) to vote in favour of the Company undertaking to, purchase
or procure any person or entity nominated by the Company to purchase all
Licence Company Interests and/or SouFun FITE Interests and/or SouFun FIAE Interests held
by the relevant Licence Company Owner or Licence Company (as the case may be) for
consideration not exceeding the Outstanding Loan Amounts relating to that Licence Company
by issuing a Licence Company Notice. Neither of Vincent Mo nor a Vincent Mo Director may
vote on any resolution relating to the exercise of the pre-emptive right by the Company.
	 
	 	10.1.2	 	The sale of Licence Company Interests in accordance with this Clause 10.1
shall be made on the following terms:






	 	(i)	 	completion of the transfer of the Licence Company Interests shall be completed seven
Business Days after the date of the Licence Company Notice or the date of satisfaction or
waiver of all Permitted Conditions (whichever is the later) and at a reasonable time and
place as the buyer and the Licence Company Owner may agree;
	 
	 	(ii)	 	at completion of the transfer, the Licence Company Owner shall:




20









 












	 	(a)	 	deliver to the buyer in respect of the equity interests which it is selling,
a power of attorney in favour of any person or entity as the buyer may nominate
to enable that person or entity to exercise all rights of ownership in respect of
the equity interests to be sold including voting rights;
	 
	 	(b)	 	execute an amended articles of association of the Licence Company to reflect
the transfer; and
	 
	 	(c)	 	procure the registration of the buyer as an equity interest holder on the
register of equity interest holders in the Licence Company;






	 	(iii)	 	as soon as practicable following completion of the transfer, the Licence Company
Owner shall procure the registration of the buyer as an equity interest holder in the
Licence Company with the State Administration for Industry and Commerce;
	 
	 	(iv)	 	in accordance with this Clause 10.1.






	 	10.1.3	 	Any sale and/or transfer of Licence Company Interests pursuant to this Clause
10.1 shall be on terms that those equity interests:






	 	(i)	 	are transferred free from all Encumbrances save for the Pledges and subject to Clause
10.1.4(ii); and
	 
	 	(ii)	 	are transferred with the benefit of all rights attaching to them as at the date of
the Licence Company Notice.






	 	10.1.4	 	Each Party shall, and shall procure any person or entity shall, execute all
documents and do all acts and things that are reasonably necessary to effect the transfer of
Licence Company Interests in accordance with the terms of this Agreement in a timely fashion,
including without limitation that:






	 	(i)	 	each Pledgee under a Pledge over Licence Company Interests to be transferred under
this Clause 10.1, shall waive its rights to the extent necessary to give effect to the
transfer and shall consent to the transfer;
	 
	 	(ii)	 	the buyer of the Licence Company Interests to be transferred under this Clause shall
agree that the Licence Company Interests shall be pledged to each Pledgee referred to in
Clause 10.1.4(i) on the same terms and conditions as the existing Pledge; and
	 
	 	(iii)	 	the Company shall waive and shall procure any relevant Group Company to waive its
rights under the Call Option Agreements relating to the Licence Company Interests to be
transferred under this Clause 10.1 to the extent necessary to give effect to the transfer
and shall consent to the transfer.






	 	 	 	Without limiting the generality of the foregoing, the Company shall procure that each
Pledgee shall execute all documents and do all acts and things that are necessary to give
effect to this Clause 10.1.4 and each Shareholder shall procure that any Directors
appointed by it shall vote in favour of any resolutions of the Board that are necessary
to give effect to this Clause 10.1.4.




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	 	10.1.5	 	Each of the Licence Company Owners irrevocably appoints the Company by way
of security for the performance of their respective obligations under this Clause 10.1,
its attorney to execute, deliver and/or issue any necessary document, agreement,
certificate and instrument required to be executed by it under the provisions of this
Clause 10.1, including any transfer of equity interests or other documents which may be
necessary to transfer title to the Licence Company Interests required by this Clause
10.1. After the relevant buyer has been registered as holder of the equity
interests being sold in purported exercise of these powers, the validity of the
proceedings shall not be questioned by any person.






	10.2	 	Rights in relation to assets of Telecommunications Licence Companies






	 	10.2.1	 	Subject to the obtaining of all necessary regulatory clearances, consents,
approvals and permissions and Board approval as provided in Clause 10.2.5 below, Telstra
shall have the right to, by written notice to the other Parties, require the other
Parties to give effect to any of the following arrangements in relation to any one or
more of the Telecommunications Licence Companies as specified in the written notice:






	 	(i)	 	the Company and/or Telstra or any Associated Company of Telstra as it nominates
(“Telstra FITE Investor”) shall establish one or more foreign-invested
telecommunications enterprises jointly with any one or more of the
Telecommunications Licence Companies or any one or more of the Continuing
Shareholders and their Associated Companies, in which case:






	 	(a)	 	the SouFun FITE shall apply for and obtain any Licence held and/or
applied for by each relevant Telecommunications Licence Company or any other
Licences specified by Telstra; and
	 
	 	(b)	 	each relevant Telecommunications Licence Company shall transfer to the
SouFun FITE any part or all of their business and undertakings (including
without limitation rights under customer contracts) and/or their rights and
obligations under any technical consultancy and service agreements,
operating agreements, trade mark licence agreements, domain name licence
agreements, and any similar or related agreements between that
Telecommunications Licence Company and any Group Company for consideration
not exceeding the Outstanding Loan Amounts relating to that Licence Company
(in each case at the sole discretion of Telstra as to the rights,
obligations, businesses and undertakings to be transferred and as to whether
there shall be any variation or amendment to the terms of the agreements to
which the rights and obligations relate); or






	 	(ii)	 	the Company and/or Telstra FITE Investor shall acquire Licence Company
Interests in each relevant Telecommunications Licence Company for consideration not
exceeding the Outstanding Loan Amounts relating to that Licence Company and shall,
jointly with that Telecommunications Licence Company, do all things necessary to
convert that Telecommunications Licence Company into a foreign-invested
telecommunications enterprise and each SouFun FITE shall continue to carry on the
businesses and undertakings of the relevant Telecommunications Licence Company,
subject to any variation or amendments Telstra may require to be effected in
relation to those businesses




22









 






	 	 	 	and undertakings and/or to the terms of any technical consultancy and service
agreements, operating agreements, trade mark licence agreements, domain name
licence agreements, and any similar or related agreements between that
Telecommunications Licence Company and any Group Company,






	 	 	 	and in each case the Company and/or the Telstra FITE Investor shall have the right to
hold up to the maximum equity interest (as specified by Telstra) permitted by PRC laws
and regulations in the SouFun FITE taking into consideration the business to be operated
by the SouFun FITE in accordance with Clauses 10.2.1(i)(b) and 10.2.1(ii) (as the case
may be);
	 
	 	10.2.2	 	Each Party shall, and shall procure any person or entity shall, execute all
documents and do all acts and things that are necessary to procure that the arrangements in
Clause 10.2.1 are successfully given effect to, including without limitation, that:






	 	(i)	 	each Pledgee under a Pledge over Licence Company Interests to be transferred under
Clause 10.2.1(ii), shall waive its rights to the extent necessary to give effect to the
transfer and shall consent to the transfer;
	 
	 	(ii)	 	the buyer of the Licence Company Interests to be transferred under this Clause shall
agree that the Licence Company Interests shall be pledged to each Pledgee referred to in
Clause 10.2.2(i) on the same terms and conditions as the existing Pledge; and
	 
	 	(iii)	 	the Company shall waive and shall procure any relevant Group Company to waive its
rights under the Call Option Agreements relating to the Licence Company Interests to be
transferred under Clause 10.2.1(ii) to the extent necessary to give effect to the
transfer and shall consent to the transfer.






	 	 	 	Without limiting the generality of the foregoing, the Company shall procure that each
Pledgee shall execute all documents and do all acts and things that are necessary to give
effect to this Clause 10.2.2 and each Shareholder shall procure that any Directors
appointed by it shall vote in favour of any resolutions of the Board that are necessary
to give effect to this Clause 10.2.2.
	 
	 	10.2.3	 	The Shareholders shall, upon Telstra’s request in writing and at Telstra’s
sole discretion, cause the Company to carry out one or more feasibility studies into the
arrangements contemplated in this Clause 10.2, the expenses and costs of which shall be borne by
the Company.
	 
	 	10.2.4	 	Telstra may by notice in writing require that the Company and the Licence
Company Owners discuss with Telstra in good faith a timetable to put in place the arrangements
contemplated in this Clause 10.2.
	 
	 	10.2.5	 	For the avoidance of doubt, the rights under Clause 10.2.1 may be exercised by
Telstra at any time in whole or in part and on one or more occasions after the Board has
considered and approved the undertaking of the arrangements in this Clause 10.2 in a Board
meeting (with each Director having a veto right), and are not subject to the commencement,
completion or outcome of any feasibility study conducted pursuant to Clause 10.2.3. If the
outcome of the feasibility study is viable, Vincent Mo agrees to support in a timely manner the
undertaking of the arrangements in this Clause 10.2 , to the extent that such undertaking does
not materially and adversely affect the Group.




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	10.3	 	Rights in relation to assets of Advertising Licence Companies






	 	10.3.1	 	Subject to the obtaining of all necessary regulatory clearances, consents,
approvals and permissions and Board approval as provided in Clause 10.3.3 below,
Telstra shall have the right to, at any time in its sole discretion, by written notice
to the other Parties, require the other Parties to give effect to any of the following
arrangements in relation to any one or more of the Advertising Licence Companies as
specified in the written notice:






	 	(i)	 	the Company and/or Telstra or any Associated Company of Telstra as it nominates
(“Telstra FIAE Investor”) shall establish one or more foreign-invested advertising
enterprises at its discretion solely or jointly with any one or more of the
Advertising Licence Companies or any one or more of the Continuing Shareholders
and their Associated Companies, in which case:






	 	(a)	 	the SouFun FIAE shall apply for and obtain any Advertising Licence held
and/or applied for by each relevant Advertising Licence Company or any other
Licences specified by Telstra; and
	 
	 	(b)	 	each relevant Advertising Licence Company shall transfer to the SouFun
FIAE any part or all of their business and undertakings (including without
limitation rights under customer contracts) and/or their rights and
obligations under any technical consultancy and service agreements,
operating agreements, trade mark licence agreements, domain name licence
agreements, and any similar or related agreements between that Advertising
Licence Company and any Group Company for consideration not exceeding the
Outstanding Loan Amounts relating to that Licence Company (in each case at
the sole discretion of Telstra as to the rights, obligations, businesses and
undertakings to be transferred and as to whether there shall be any
variation or amendment to the terms of the agreements to which the rights
and obligations relate); or






	 	(ii)	 	the Company and/or Telstra FIAE Investor shall acquire Licence Company
Interests in each relevant Advertising Licence Company for consideration not
exceeding the Outstanding Loan Amounts relating to that Licence Company and shall,
jointly with that Advertising Licence Company (where not all of the Licence Company
Interests are acquired by the Company and/or Telstra FIAE
Investor), do all things necessary to convert that Advertising Licence
Company into a foreign-invested advertising enterprise and each SouFun FIAE
shall continue to carry on the businesses and undertakings of the relevant
Advertising Licence Company, subject to any variation or amendments Telstra
may require to be effected in relation to those businesses and undertakings
and/or to the terms of any technical consultancy and service agreements,
operating agreements, trade mark licence agreements, domain name licence
agreements, and any similar or related agreements between that Advertising
Licence Company and any Group Company,






	 	 	 	and in each case the Company and/or the Telstra FIAE Investor shall have the
right to hold up to the maximum equity interest (as specified by Telstra) permitted
by PRC laws and regulations in the SouFun FIAE.






24












 






	 	10.3.2	 	Each Party shall, and shall procure any person or entity shall, execute all
documents and do all acts and things that are necessary to procure that the arrangements
in Clause 10.3.1 are successfully given effect to, including without limitation, that:






	 	(i)	 	each Pledgee under a Pledge over Licence Company Interests to be transferred
under Clause 10.3.1(ii), shall waive its rights to the extent necessary to give
effect to the transfer and shall consent to the transfer;
	 
	 	(ii)	 	the buyer of the Licence Company Interests to be transferred under this Clause
shall agree that the Licence Company Interests shall be pledged to each Pledgee
referred to in Clause 10.3.2(i) on the same terms and conditions as the existing
Pledge; and
	 
	 	(iii)	 	the Company shall waive and shall procure any relevant Group Company to waive
its rights under the Call Option Agreements relating to the Licence Company
Interests to be transferred under Clause 10.3.1(ii) to the extent necessary to give
effect to the transfer and shall consent to the transfer.






	 	 	 	Without limiting the generality of the foregoing, the Company shall procure that
each Pledgee shall execute all documents and do all acts and things that are
necessary to give effect to this Clause 10.3.2 and each Shareholder shall procure
that any Directors appointed by it shall vote in favour of any resolutions of the
Board that are necessary to give effect to this Clause 10.3.2.
	 
	 	10.3.3	 	For the avoidance of doubt, the rights under Clause 10.3.1 may be exercised
by Telstra at any time in whole or in part and on one or more occasions after the Board
has considered and approved the undertaking of the arrangements in this Clause 10.3 in a
Board meeting (with each Director having a veto right) . Vincent Mo agrees to support in
a timely manner the undertaking of the arrangements in this Clause 10.3, to the extent
that such undertaking does not materially and adversely affect the Group.






	11	 	Employee compensation plan
	 
	11.1	 	Generally
	 
	 	 	The Shareholders shall procure that the Company shall, with effect from Closing, abolish the
Employee Stock Option Plan (without prejudice to any options already issued under any such
plan as at Closing) and shall implement an employee compensation plan under which each
employee of the Company who is a member of the plan shall receive either:






	 	11.1.1	 	a quantity of units which shall entitle the member to benefits equivalent
to the fair value of a quantity of shares in the Company (in accordance with a
predetermined formula), but which shall not entitle the member to shares, rights to
shares or any other legal or beneficial interest in the Company or the right to vote at
any shareholder meeting of the Company; or
	 
	 	11.1.2	 	a class of shares which shall entitle the member to a share of any
available profits distributed by the Company to its shareholders and a cash payment
reflecting the capital value of the shares (both in accordance with a predetermined
formula) but which shall not entitle the member to any other legal or beneficial
interest in the Company or the right to vote at any shareholder meeting of the Company,
and which




25









 






	 	 	 	shall convert into ordinary shares on a pari passu basis, which may be sold into an
IPO immediately prior to the IPO.






	 	 	The objective of the plan shall be to provide each member of the plan with the same economic
benefit as if such member was the owner of Shares in the Company under an employee stock
option plan. The terms of, entitlements under and criteria for participation in the plan or
to the preference shares shall be determined by a unanimous decision of the Compensation
Committee. Each Shareholder shall procure that any Directors appointed by it shall vote in
favour of any resolutions of the Board or any Board committee that are necessary to give
effect to this Clause 11.
	 
	11.2	 	Employee Share Repurchases
	 
	 	 	From time to time, the Chairman of the Company may authorise the Company to make limited
repurchases or redemptions of options and/or shares of employees of the Company provided
that the following conditions are satisfied:






	 	11.2.1	 	the aggregate cumulative amount paid to employees for all such repurchases
or redemptions must not exceed US$4 million, unless having otherwise been approved by
the Board (and notwithstanding anything in this Agreement, each Telstra Director shall
have a right of veto);
	 
	 	11.2.2	 	any repurchase or redemption shall not materially adversely affect the
operations of the Group;
	 
	 	11.2.3	 	the consideration payable for any repurchase or redemption shall be
determined on the basis of the Company having an enterprise valuation of not more than
US$400 million, and in the case of repurchase or redemption of options, the
consideration shall be the amount by which the value of the shares (as if the options
were exercised, and determined as a proportion of the enterprise valuation of the
Company) exceeds the exercise price of the options. Any repurchase or redemption at any
valuation of the Company in excess of US$400 million shall first be approved by the
Board (and notwithstanding anything in this Agreement, each Telstra Director shall have
a right of veto); and
	 
	 	11.2.4	 	the Chairman cannot authorise a repurchase or redemption of any Shares held
by him or any entity Controlled by him.






	12	 	Enforcement of rights
	 
	12.1	 	Rights of the Company
	 
	 	 	If at any time the Company: (1) wishes to enforce or exercise any right under; or (2) has
any claim against or is the subject of a claim by any Controller or any one or more of the
Shareholders and their respective Associated Companies in respect of:






	 	12.1.1	 	this Agreement;
	 
	 	12.1.2	 	any other Transaction Document to which it is a party;
	 
	 	12.1.3	 	any other agreement or deed to which that Controller, Shareholder or
Associated Company of a Shareholder is also a party; or




26









 






	 	12.1.4	 	any obligation owed to the Company or another Group Company by any
Controller, Shareholder or Associated Company of a Shareholder,






	 	 	that matter shall be dealt with on behalf of the Company by a committee of the Directors
appointed by the other Shareholders not involved in the claim (which for the purposes of
this Clause 12, in the case of a claim involving a Controller, shall mean the other
Shareholders not Controlled by that Controller). The provisions of this Clause 12 do not
prejudice to the right of any Party to dispute any claim to which it relates. For the
purposes of this Clause 12, the Continuing Shareholders other than IDG shall be considered
to be one Shareholder.
	 
	12.2	 	Authority of committee
	 
	 	 	The committee of Directors appointed under this Clause 12 has full authority to exercise
rights on behalf of the Company.
	 
	12.3	 	Rights of Shareholders






	 	12.3.1	 	The Shareholder involved in the claim (which for the purposes of this
Clause 12, in the case of a claim involving a Controller shall mean the Shareholder
Controlled by that Controller) shall be entitled to attend and speak at any general
meeting of the Company in relation to this claim but shall not vote at the meeting.
	 
	 	12.3.2	 	The Directors appointed by the Shareholder involved in the claim shall be
entitled to attend and speak at any Board meeting or any Board committee meeting in
relation to this claim but shall not vote at the meeting.
	 
	 	12.3.3	 	No general meeting of the Company or Board meeting at which a resolution in
relation to this claim proposed shall be inquorate by virtue of the absence of the
Shareholder involved in the claim or of the Director(s) appointed by it.






	13	 	IPO
	 
	13.1	 	IPO
	 
	 	 	At any time after the date which is 12 months after Closing, and provided that, at the
relevant time, the Vincent Mo Shareholding Proportion is at least 15 per cent., Vincent Mo
has the right to cause the Company to effect the registration of the Company’s ordinary
shares under the Securities Act (by filing a registration statement on a confidential
basis), or the listing of the Company’s ordinary shares in a jurisdiction outside the United
States pursuant to an IPO in accordance with applicable laws, regulations and exchange
listing rules, provided that the IPO must be completed prior to 31 December 2011 and on the
following conditions:






	 	13.1.1	 	subject to Clause 13.7 below, each Continuing Shareholder may sell its
Shares into the IPO pro rata based on its Respective Proportion with respect to any
other Continuing Shareholder proposing to sell its Shares into the IPO; provided that
any Vincent Mo Shareholder may only sell its Shares during the IPO to the extent that
the Vincent Mo Shareholding Proportion continues to be at least 15 per cent.
immediately after the IPO;
	 
	 	13.1.2	 	Telstra shall be entitled to maintain its voting rights as a shareholder at
51 per cent. on a fully diluted and as converted basis (including without limitation
conversion of any rights issued under any Company employee compensation plan)
immediately after the IPO in accordance with Clause 13.2 below; provided that Telstra’s
Respective




27









 






	 	 	 	Proportion immediately before the IPO shall be at least 51 per cent. on a fully
diluted and as converted basis (including without limitation conversion of any
rights issued under any Company employee compensation plan) and Telstra shall not
have sold into the IPO (whether or not through the exercise of its registration
rights under Clause 13.7) or otherwise reduced, or agreed to reduce, its shareholding prior to
exercising its rights under this Clause 13.1.2;
	 
	 	13.1.3	 	Telstra shall be entitled at its discretion to hold its Shares issued
pursuant to the IPO or otherwise, as shares in the Company and not in the form of
depositary receipts; and
	 
	 	13.1.4	 	“Telstra’s Respective Proportion” for the purposes of this Clause 13.1 only
means the proportion of Shares held by Telstra as a percentage of total fully diluted
share capital of the Company other than issued share capital comprising all Shares and
all options, warrants, rights and other securities (as if they have been fully
exercised, converted or exchanged into Shares), which have been issued by the Company in
the period between Closing and the IPO in respect of any Company employee compensation
plan.






	13.2	 	Adjustments






	 	13.2.1	 	At the sole discretion of Vincent Mo but subject to Clause 13.2.2, Clause
13.1.2 above shall be implemented through:






	 	(i)	 	the reclassification of ordinary shares registered in the name of Telstra
immediately prior to the closing of the IPO into a new class of shares having
substantially the same rights and preferences as those of the ordinary shares of the
Company except with weighted voting rights, which new class of shares shall not be
sold or transferred by Telstra to any third party without either the prior written
consent of Vincent Mo or the prior conversion of such shares into ordinary shares
with standard voting rights (which conversion shall not require the consent of
Vincent Mo); or
	 
	 	(ii)	 	subject to applicable laws and the Articles in effect immediately after the
closing of the IPO, the redemption by the Company of a portion of the Shares held by
the Continuing Shareholders and the employees of the Company at the valuation of the
Company immediately pre-IPO plus the amount of gross proceeds received by the
Company in the IPO, which Shares to be redeemed shall be allocated (i) pro rata
among the Continuing Shareholders based on their Respective Proportion immediately
prior to the closing of the IPO and (ii) as determined by Vincent Mo, among the
employees; or
	 
	 	(iii)	 	a combination of the above.






	 	13.2.2	 	If none of the mechanisms contemplated in Clause 13.2.1 (i), (ii) or (iii)
are achievable, the Parties agree to discuss in good faith prior to the IPO an
alternative mechanism to successfully implement Clause 13.1.2.






	13.3	 	Board appointment
	 
	 	 	Telstra shall have the right to, immediately prior to the IPO, appoint a majority of the
Directors, subject to the applicable listing rules of the relevant exchange and each
Shareholder shall do and procure any Directors appointed by it to do all things necessary to
give effect to this clause.




28









 






	13.4	 	Consultation






	 	13.4.1	 	Vincent Mo shall notify the other Shareholders in writing no later than 12
weeks prior to making any filing or application for an IPO made pursuant to Clause 13.1.
	 
	 	13.4.2	 	Subject to the provisions of this Agreement, including, without limitation,
those under Clauses 6 and 7, each Continuing Shareholder agrees that, prior to making
any filing or application for the purposes of seeking an IPO, it shall discuss with
Telstra in good faith possible arrangements under which Telstra may acquire that
Continuing Shareholder’s Shares to facilitate the Continuing Shareholder’s objectives in
seeking an IPO.






	13.5	 	Undertaking by Shareholders
	 
	 	 	If the Company undertakes, or any Shareholder takes steps to procure the Company to
undertake, to publicly offer or list its Shares for trading under an IPO (whether under this
Clause 13 or otherwise), each Shareholder shall use all reasonable efforts to assist and
cooperate with the Company to apply for and obtain approvals from the relevant authorities
and stock exchanges to successfully procure an IPO of the Company, including without
limitation furnishing information regarding itself and the Shares held by it, execute all
necessary consents and other documents and perform, or cause to be performed, any other acts
necessary or advisable in connection with the IPO.
	 
	13.6	 	Effect upon IPO
	 
	 	 	If an IPO occurs, immediately upon the listing of Shares for trading pursuant to the IPO
this Agreement (save for Clause 13.7 and subject to Clause 16.3), shall automatically
terminate and the Articles shall be amended as necessary to comply with the applicable
listing rules of the relevant exchange.
	 
	13.7	 	Registration Rights






	 	13.7.1	 	Applicability of Rights
	 
	 	 	 	The Shareholders shall be entitled to the following rights with respect to any
potential public offering of the Company’s ordinary shares in the United States and
shall be entitled to reasonably analogous or equivalent rights with respect to any
other offering of the Company’s securities in any other jurisdiction in which the
Company undertakes to publicly offer or list such securities for trading on a
recognised securities exchange.
	 
	 	13.7.2	 	Definitions
	 
	 	 	 	For purposes of this Clause13.7:






	 	(i)	 	The terms “register,” “registered,” and “registration” refer to a registration
effected by preparing and filing a registration statement which is in a form which
complies with, and is declared effective by the SEC (as defined below) in accordance
with, the Securities Act.
	 
	 	(ii)	 	The term “Registrable Securities” shall mean the ordinary shares of the Company
held by the Shareholders.
	 
	 	(iii)	 	The term “Holder” shall mean any person owning or having the rights to acquire
Registrable Securities or any permitted assignee of record of such Registrable
Securities.




29









 






	 	(iv)	 	The term “Registration Expenses” shall mean all expenses incurred by the Company in
complying with this Clause 13.7, including, without limitation, all registration and
filing fees, printing expenses, fees, and disbursements of counsel for the Company, and
reasonable fees and disbursements of counsel for the Holders.
	 
	 	(v)	 	The term “Selling Expenses” shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities pursuant to this Clause
13.7.






	 	13.7.3	 	Piggyback Registrations






	 	(i)	 	Registration. The Company shall notify all Holders of Registrable Securities in
writing at least thirty (30) days prior to filing any registration statement under the
Securities Act for purposes of effecting a public offering of securities of the Company
(other than a registration on any form that does not include substantially the same
information as would be required to be included in a registration statement covering the
sale of Registrable Securities), and shall afford each such Holder an opportunity to
include in such registration statement all or any part of the Registrable Securities then
held by such Holder. Each Holder desiring to include in any such registration statement
all or any part of the Registrable Securities held by it shall within twenty (20) days
after receipt of the above-described notice from the Company, so notify the Company in
writing, and in such notice shall inform the Company of the number of Registrable
Securities such Holder wishes to include in such registration statement. If a Holder
decides not to include all of its Registrable Securities in any registration statement
thereafter filed by the Company, such Holder shall nevertheless continue to have the
right to include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings of its
securities, all upon the terms and conditions set forth herein.
	 
	 	(ii)	 	Underwriting. If a registration statement under which the Company gives notice under
Clause 13.7.3(i) is for an underwritten offering, then the Company shall so advise the
Holders of Registrable Securities. In such event, the right of any such Holder’s
Registrable Securities to be included in a registration pursuant to this Clause 13.7.3
shall be conditioned upon such Holder’s participation in such underwriting and the
inclusion of such Holder’s Registrable Securities in the underwriting to the extent
provided herein. All Holders proposing to distribute their Registrable Securities through
such underwriting shall enter into an underwriting agreement in customary form with the
managing underwriter or underwriters selected by the Company for such underwriting.
Notwithstanding any other provision of this Agreement, if the managing underwriter(s)
determine(s) in good faith that marketing factors require a limitation of the number of
shares to be underwritten, then the managing underwriter(s) may exclude shares from the
registration and the underwriting, and the number of shares that may be included in the
registration and the underwriting shall be allocated, first, to the Company, second, to
each of the Holders requesting inclusion of their Registrable Securities in such
registration statement on a pro rata basis based on the total number of shares of
Registrable Securities then




30









 






	 	 	 	held by each such Holder, and third, to holders of other securities of the
Company; provided, however, that the right of the underwriter(s) to exclude
shares (including Registrable Securities) from the registration and
underwriting as described above shall be restricted so that the number of
Registrable Securities included in any such registration is not reduced
below thirty per cent. (30%) of the aggregate number of shares of
Registrable Securities for which inclusion has been requested, unless such
offering is the IPO, in which case the Registrable Securities may be
excluded if the underwriters make the determination described above and no
other shareholder’s securities are included. If any Holder disapproves of
the terms of any such underwriting, such Holder may elect to withdraw
therefrom by written notice to the Company and the underwriter(s), delivered
at least ten (10) Business Days prior to the effective date of the
registration statement. Any Registrable Securities excluded or withdrawn
from such underwriting shall be excluded and withdrawn from the
registration. For purposes of this Clause 13.7.3, for any Holder that is a
partnership, corporation or limited liability company, the partners, retired
partners, members and shareholders of such Holder, or the estates and family
members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be single Holder,
and any pro rata reduction with respect to such Holder shall be based on the
aggregate amount of Registrable Securities owned by all such related
entities and individuals.
	 
	 	(iii)	 	Withdrawal. The Company shall have the right to terminate or withdraw any
registration initiated by it under this Clause 13.7.3 prior to the effectiveness of
such registration whether or not any Holder has elected to include securities in
such registration.
	 
	 	(iv)	 	Termination of Registration Rights. No Holder shall be entitled to exercise
any right under this Clause 13.7.3 after the earlier of (i) three (3) years
following the closing of an IPO or (ii) as to any Holder such time at which all
Registrable Securities held by such Holder can be sold in any three-month period
without registration in compliance with Rule 144 of the Securities Act.






	 	13.7.4	 	All Registration Expenses incurred in connection with any registration
pursuant to Clause 13.7.3 (but excluding Selling Expenses) shall be borne by the
Company. Each Holder participating in a registration hereunder shall bear such Holder’s
proportionate share (based on the total number of shares sold in such registration other
than for the account of the Company) of all Selling Expenses or other amounts payable to
underwriter(s) or brokers, in connection with such offering by the Holders.






	14	 	Competition with the Business
	 
	14.1	 	Restrictions
	 
	 	 	Each of Telstra and Vincent Mo undertakes to the other and the other’s Associated Companies
that none of it, its Associated Companies, and their respective directors and officers will
and it will procure that no person, firm or company carrying on with the consent or privity
of it or any of its Associated Companies, any business in succession to it or any of its
Associated Companies (as the case may be) (together with Telstra, Vincent Mo, their
Associated




31









 






	 	 	Companies and their respective directors and officers, the “Restricted Parties”) will in any
Relevant Capacity (other than as expressly permitted by this Agreement) during the
Restricted Period:






	 	14.1.1	 	carry on, be engaged in or be economically interested in any business in
the PRC, Hong Kong, Macau or Taiwan which is a Relevant Business and which is or is
likely to be in direct or indirect competition with any part of the business of the
Group or the Licence Companies as carried on from time to time;
	 
	 	14.1.2	 	canvass or solicit in direct or indirect competition with any part of the
business of the Group or the Licence Companies as carried on from time to time that is a
Relevant Business the custom of any person, firm or company who has within two years
prior to Closing or at anytime during the Restricted Period been a regular customer in
relation to the business of the Group or the Licence Companies; or
	 
	 	14.1.3	 	induce or seek to induce any present Restricted Employee to become employed
whether as employee, consultant or otherwise by any member of its group, whether or not
such Restricted Employee would thereby commit a breach of his contract of service
provided that this Clause 14.1.3 shall not prevent any Restricted Party from employing
any person who responds to a public advertisement for a vacancy placed by or on behalf
of the Restricted Party or who contacts such Restricted Party on his or her own
initiative without direct solicitation,






	 	 	provided however that each of Telstra and Vincent Mo shall cease to have any right to
enforce this Clause 14 immediately upon ceasing to be a Shareholder.
	 
	14.2	 	Reasonableness of Restrictions
	 
	 	 	Each of Telstra and Vincent Mo agrees that the restrictions contained in this Clause 14 are
no greater than is reasonable and necessary for the protection of the interests of Telstra,
the Group and Licence Companies but if any such restriction shall be held to be void but
would be valid if deleted in part or reduced in application, such restriction shall apply
with such deletion or modification as may be necessary to make it valid and enforceable.
	 
	14.3	 	Interpretation
	 
	 	 	The following terms shall have the following meanings respectively in this Clause 14:






	 	14.3.1	 	“Relevant Business” means:






	 	(i)	 	in respect of Telstra, the business of internet advertising classifieds and
internet research within the real estate and home improvement sectors;
	 
	 	(ii)	 	in respect of Vincent Mo, the business of internet content provision and
internet advertising within the real estate and home improvement sectors and any
other business the Group or the Licence Companies carry on from time to time;






	 	14.3.2	 	“Relevant Capacity” means for its own account or for that of any person,
firm or company (other than Telstra, or the Group or the Licence Companies) or in any
other manner and whether through the medium of any company controlled by it or him or as
principal, partner, director, employee, consultant or agent;
	 
	 	14.3.3	 	“Restricted Employee” means any Relevant Employees or any employee of the
Group who, in each case, (a) has access to trade secrets or other confidential




32









 






	 	 	 	information of the Group or the Licence Companies; (b) has participated in
discussions relating to the transaction pursuant to this Agreement or any
Transaction Document; (c) holds the position of direct report to the CEO or higher;
or (d) is a senior employee of the Company;
	 
	 	14.3.4	 	“Restricted Period” means the period commencing from Closing during which
Telstra or Vincent Mo (as the case shall be) remains a Shareholder and for a further
period of five years after it or he ceases to be a Shareholder, or such shorter period
of time recognised by applicable laws as being binding on it or him.






	14.4	 	Exclusions






	 	14.4.1	 	Nothing contained in this Clause 14 precludes or restricts any Shareholder,
Controller or Licence Company Owner or any of their Associated Companies from:






	 	(i)	 	holding not more than five per cent. of the issued voting share capital of any
company whose shares are listed on a stock exchange;
	 
	 	(ii)	 	acquiring any business or company, as an integral part of a larger transaction
or acquisition of a business, company or group of companies, not predominantly
engaged in a competing business provided that:






	 	(a)	 	it uses all reasonable endeavours to dispose of the foregoing business
or company which competes with the Business within 6 months of the date of
completion of the original transaction (or as soon as possible thereafter);
	 
	 	(b)	 	in making any disposal, it must grant the Company a right of first
refusal to acquire the business or company on bona fide arms length terms;
and
	 
	 	(c)	 	if the Company does not purchase the business or company within a
reasonable period it may dispose of the business or company to a third
party.






	 	14.4.2	 	Nothing contained in this Clause 14 precludes or restricts Telstra or any
of its Associated Companies from carrying on, developing or acquiring any activity or
business in Hong Kong.






	14.5	 	Damages inadequate remedy
	 
	 	 	Each of Telstra and Vincent Mo acknowledges that damages may be an inadequate compensation
for breach of any of the covenants contained in Clause 14.1 and, subject to a court’s
discretion, either of them may (for itself or himself, or on behalf of any of its or his
Associated Companies) restrain, by injunction, equitable relief or similar remedy, any
conduct or threatened conduct by the other which is or will be a breach of Clause 14.1.
	 
	15	 	Information, insurance, records, licences
	 
	15.1	 	Rights to information
	 
	 	 	A Shareholder may at all reasonable times and at its own expense:






	 	15.1.1	 	discuss the affairs, finances and accounts of the Company and the Group
with their officers and principal executives; and




33









 






	 	15.1.2	 	inspect and make copies of all books, records, accounts, documents and
vouchers relating to the Business and the affairs of the Company and the Group.






	15.2	 	Insurance, records and licences
	 
	 	 	The Shareholders undertake that they shall use their reasonable endeavours to procure that:






	 	15.2.1	 	the Group maintains with a well established and reputable insurer prudent
insurance in accordance with current industry practice from time to time against all
risks usually insured against by companies carrying on the same or similar business to
the Business which shall include product liability insurance, insurance against loss of
profits and consequential loss and insurance for the full replacement or reinstatement
value of all its assets of all insurable nature;
	 
	 	15.2.2	 	the Group keeps proper books of account and makes true and complete entries
of all its dealings and transactions of and in relation to the Business; and
	 
	 	15.2.3	 	the Group shall use its best endeavours to obtain and maintain in full
force and effect all approvals, consents or licences necessary for the conduct of the
Business.






	16	 	Conditions precedent, duration and termination
	 
	16.1	 	Conditions Precedent
	 
	 	 	The provisions of Clauses 2 to 13, 14, 15.2, 20.3, 20.10 and 24 to 26 are conditional upon
Closing taking place. The provisions of Clauses 1, 15.1, 16 to 19, 20.1 to 20.9, 20.11 to
20.13 and 21 to 23 are unconditional.
	 
	16.2	 	Duration
	 
	 	 	Subject to the other provisions of this Agreement, this Agreement shall continue in full
force and effect without limit in point of time until the earlier of:






	 	16.2.1	 	the Shareholders agree in writing to terminate this Agreement; and
	 
	 	16.2.2	 	termination occurs pursuant to Clause 13.6; and
	 
	 	16.2.3	 	an effective resolution is passed or a binding order is made for the
winding-up of the Company other than to effect a scheme of reconstruction or
amalgamation,






	 	 	provided that this Agreement shall cease to have effect as regards any Shareholder who
ceases to hold any Shares save for any of its provisions which are expressed to continue in
force after termination.
	 
	16.3	 	Termination
	 
	 	 	Termination of this Agreement shall be without prejudice to any liability or obligation in
respect of any matters, undertakings or conditions which shall not have been observed or
performed by the relevant Shareholder prior to the termination. This Clause 16 and Clauses
14, 18, 19,
20.2 to 20.9, 20.11 to 20.13 and 21 to 23 shall survive the termination of this
Agreement.




34









 






	17	 	Public announcements
	 
	17.1	 	Shareholder approval
	 
	 	 	A Shareholder must not make any public announcement or issue any circular relating to the
Group or this Agreement without the prior written approval of the other Shareholders. This
does not affect any announcement or circular required by law or any regulatory body or the
rules of any recognised stock exchange, but the Party with an obligation to make an
announcement or issue a circular shall consult with the other Parties so far as is
reasonably practicable before complying with this obligation.
	 
	17.2	 	Oral statements
	 
	 	 	The Shareholders intend that any oral statements made or replies to questions given by any
Shareholder relating to the Group shall be consistent with any public announcements or
circulars made in accordance with Clause 17.1.
	 
	18	 	Confidentiality
	 
	18.1	 	Confidentiality






	 	18.1.1	 	Subject to Clauses 17.1 and 18.1.2:






	 	(i)	 	each of the Parties shall treat as strictly confidential and not disclose or use
any documents, materials and other information, in whatever form, whether technical
or commercial, received or obtained by it prior to entering into this Agreement or
as a result of entering into this Agreement or any other Transaction Document (or
any agreement entered into pursuant to this Agreement or any Transaction Document),
in each case which relates to:






	 	(a)	 	the provisions of this Agreement and any agreement entered into in
relation to this Agreement; or
	 
	 	(b)	 	the negotiations relating to this Agreement (and any other agreements
entered into in relation to this Agreement);






	 	(ii)	 	each Party shall treat as strictly confidential and not disclose or use any
information relating to the business, financial or other affairs (including future
plans and targets) of any other Party or any member of their group;
	 
	 	(iii)	 	each Party shall treat as strictly confidential and not disclose or use any
information relating to the business, financial or other affairs (including future
plans and targets) of the Group or the Licence Companies.






	 	18.1.2	 	Clause 18.1.1 shall not prohibit disclosure or use of any information if
and to the extent:






	 	(i)	 	the disclosure or use is required by law, any regulatory body or any recognised
stock exchange on which the shares of any Party or Telstra Corporation Limited are
listed;
	 
	 	(ii)	 	the disclosure or use is required to vest the full benefit of this Agreement in
any Party;




35









 






	 	(iii)	 	the disclosure or use is required for the purpose of any judicial proceedings
arising out of this Agreement or any other agreement entered into under or pursuant
to this Agreement or the disclosure is made to a Tax Authority in connection with
the Tax affairs of the disclosing Party;
	 
	 	(iv)	 	the disclosure is made to professional advisers or actual or potential
financiers of any Party on a need to know basis and on terms that these professional
advisers or actual or potential financiers undertake to comply with the provisions
of Clause 18.1.1 in respect of such information as if they were a party to this
Agreement;
	 
	 	(v)	 	the information is or becomes publicly available (other than by breach of this
Agreement);
	 
	 	(vi)	 	the disclosure is made on a confidential basis to potential purchasers of all
or part of any Party or to their professional advisers or financiers provided that
any of these persons need to know the information for the purposes of considering,
evaluating, advising on or furthering the potential purchase;
	 
	 	(vii)	 	the other Party has given prior written approval, such approval not to be
unreasonably withheld or delayed, to the disclosure or use (including without
limitation disclosure or use for the purposes of publicising the transactions the
subject of this Agreement or any other Transaction Document);
	 
	 	(viii)	 	the information is independently developed after Closing; or
	 
	 	(ix)	 	the disclosure or use is a disclosure by Telstra to any of its Associated
Companies, is on a need to know basis and Telstra uses reasonable endeavours to
ensure that the relevant Associated Company is aware of and complies with the
confidentiality obligations set out in this Clause 18,






	 	 	 	provided that prior to disclosure or use of any information pursuant to Clause
18.1.2(i), (ii) or (iii), the Party concerned shall promptly notify the other
Parties of these requirement with a view to providing the other Parties with the
opportunity to contest such disclosure or use or otherwise to agree the timing and
content of such disclosure or use.
	 
	 	18.1.3	 	A recipient of information may disclose the Confidential Information to its
shareholders, employees, directors, representatives and agents only to the extent
reasonably necessary for the achievement of the objectives of this Agreement and the
other Transaction Documents. A recipient of information shall ensure that its relevant
shareholders, employees, directors, representatives and agents are aware of and comply
with the confidentiality obligations set out in this Clause 18.






	18.2	 	Damages not an adequate remedy
	 
	 	 	Without prejudice to any other rights or remedies which a Party may have, the Parties
acknowledge and agree that damages would not be an adequate remedy for any breach of this
Clause 18 and the remedies of injunction, specific performance and other equitable relief
are appropriate for any threatened or actual breach of this provision and no proof of
special damages shall be necessary for the enforcement of the rights under this Clause 18.






36











 






	18.3	 	Survival






	 	18.3.1	 	The disclosing Party shall remain responsible for any breach of this Clause
18 by the person to whom that confidential information is disclosed.
	 
	 	18.3.2	 	The provisions of this Clause 18 shall survive the termination of this
Agreement for whatever cause.






	19	 	Whole agreement and remedies
	 
	19.1	 	Whole agreement
	 
	 	 	This Agreement contains the whole agreement between the Parties relating to the subject
matter of this Agreement at the date hereof to the exclusion of any terms implied by law
which may be excluded by contract and supersedes any previous written or oral agreement
between the Parties in relation to the matters dealt with in this Agreement, including the
Shareholders Agreement entered into by Traders Mauritius and the Continuing Shareholders
dated 13 July 2005 and effective as of 13 July 2005. In this Clause 19.1 “this Agreement”
includes the Transaction Documents and all documents entered into pursuant to the
Transaction Documents.
	 
	19.2	 	No inducement
	 
	 	 	Each of the Shareholders acknowledges that it has not been induced to enter into this
Agreement by any representation, warranty or undertaking not expressly incorporated into it.
	 
	19.3	 	Remedies
	 
	 	 	So far as permitted by law and except in the case of fraud, each Party agrees and
acknowledges that its only right and remedy in relation to any representation, warranty or
undertaking made or given in connection with this Agreement shall be for breach of the terms
of this Agreement to the exclusion of all other rights and remedies (including those in tort
or arising under statute).
	 
	19.4	 	Legal advice
	 
	 	 	Each Party to this Agreement confirms it has received independent legal advice relating to
all the matters provided for in this Agreement, including the provisions of this Clause
19.4, and agrees, having considered the terms of this Clause 19.4 and the Agreement as a
whole, that the provisions of this Clause 19.4 are fair and reasonable.
	 
	20	 	General
	 
	20.1	 	Warranties
	 
	 	 	Each of the Shareholders warrants to the other that, except as fairly disclosed in writing
to the other prior to the execution of this Agreement:






	 	20.1.1	 	it has the full power and authority to enter into and to perform its
obligations under this Agreement which when executed will constitute valid and binding
obligations on it in accordance with its terms; and
	 
	 	20.1.2	 	the entry and delivery of, and the performance by it of this Agreement will
not result in any breach of any provision of its memorandum and articles of association
or result in any claim by a third party against the other Shareholder or the Company;




37









 












	20.2	 	Survival of rights, duties and obligations
	 
	 	 	Termination of this Agreement for any cause shall not release a Party from any liability
which at the time of termination has already accrued to another Party or which thereafter
may accrue in respect of any act or omission prior to the termination.
	 
	20.3	 	Conflict with the Articles
	 
	 	 	In the event of any ambiguity or discrepancy between the provisions of this Agreement and
the Articles, it is intended that the provisions of this Agreement shall prevail and
accordingly the Shareholders shall exercise all voting and other rights and powers available
to them so as to give effect to the provisions of this Agreement and shall further if
necessary procure any required amendment to the Articles.
	 
	20.4	 	No partnership
	 
	 	 	Nothing in this Agreement shall be deemed to constitute a partnership between the Parties
nor constitute any Party the agent of any other Party for any purpose.
	 
	20.5	 	Release etc.
	 
	 	 	Any liability to any Party under this Agreement may in whole or in part be released,
compounded or compromised or time or indulgence given by that Party in its absolute
discretion as regards any Party under such liability without in any way prejudicing or
affecting its rights against any other Party under the same or a like liability, whether
joint and several or otherwise.
	 
	20.6	 	Waiver
	 
	 	 	No failure of any Party to exercise, and no delay by it in exercising, any right, power or
remedy in connection with this Agreement (each a “Right”) shall operate as a waiver of that
Right, nor shall any single or partial exercise of any Right preclude any other or further
exercise of that Right or the exercise of any other Right. The Rights provided in this
Agreement are cumulative and not exclusive of any other Rights (whether provided by law or
otherwise). Any express waiver of any breach of this Agreement shall not be deemed to be a
waiver of any subsequent breach.
	 
	20.7	 	Variation
	 
	 	 	No variation of this Agreement shall be effective unless in writing and signed by or on
behalf of all of the Parties.
	 
	20.8	 	No Assignment






	 	20.8.1	 	This Agreement shall be binding on and inure to the benefit of the Parties
and their successors and permitted assigns.
	 
	 	20.8.2	 	Other than in connection with a transfer of Shares by a Shareholder
pursuant to this Agreement, and except as otherwise expressly provided in this
Agreement, no Party may without the prior written consent of the other Parties, assign,
grant any security interest over, hold on trust or otherwise transfer the benefit of the
whole or any part of this Agreement.
	 
	 	20.8.3	 	Except as otherwise expressly provided in this Agreement, a Party may,
without the consent of the other Parties, assign to a subsidiary the benefit of the
whole or any part




38









 






	 	 	 	of this Agreement provided however that the assignment shall not be absolute but
shall be expressed to have effect only for so long as the assignee remains a
subsidiary of the Party concerned.






	20.9	 	Time of the essence
	 
	 	 	Time shall be of the essence of this Agreement, both as regards any dates, times and periods
mentioned and as regards any dates, times and periods which may be substituted for them in
accordance with this Agreement or by agreement in writing between the Parties.
	 
	20.10	 	Further assurance
	 
	 	 	At any time after the date of this Agreement the Parties shall, and shall use all reasonable
endeavours to procure that any necessary third party shall, at the cost of the relevant
Party execute all documents and do all acts and things as that Party may reasonably require
for the purpose of giving to that Party the full benefit of all the provisions of this
Agreement.
	 
	20.11	 	Invalidity






	 	20.11.1	 	If any provision in this Agreement shall be held to be illegal, invalid or
unenforceable, in whole or in part, the provision shall apply with whatever deletion or
modification is necessary so that the provision is legal, valid and enforceable and gives
effect to the commercial intention of the parties.
	 
	 	20.11.2	 	To the extent it is not possible to delete or modify the provision, in
whole or in part, under Clause 20.11.1, then this provision or part of it shall, to the
extent that it is illegal, invalid or unenforceable, be deemed not to form part of this
Agreement and the legality, validity and enforceability of the remainder of this
Agreement shall, subject to any deletion or modification made under Clause 20.11.1, not
be affected.






	20.12	 	Counterparts
	 
	 	 	This Agreement may be entered into in any number of counterparts, all of which taken
together shall constitute one and the same instrument. Any Party may enter into this
Agreement by executing any such counterpart.
	 
	20.13	 	Costs
	 
	 	 	Each Party shall bear all costs (other than stamp duty which shall be borne equally)
incurred by it in connection with the preparation, negotiation and entry into this Agreement
and the documents to be entered into pursuant to it.
	 
	21	 	Notices
	 
	21.1	 	Any notice or other communication in connection with this Agreement (each, a
“Notice”) shall be:






	 	21.1.1	 	in writing in English;
	 
	 	21.1.2	 	delivered by hand, fax, registered post or by courier using an
internationally recognised courier company.






	21.2	 	A Notice to Telstra shall be sent to such Party with a copy to Telstra Corporation
Limited at the following addresses, or such other persons or addresses as Telstra may notify to the
other Parties from time to time:




39









 










Telstra International Holdings Limited



Level 24, Unit 26-32 China World Tower 1

No. 1 Jianguomenwai

Beijing 100004

People’s Republic of China



Fax: (+852) 28271163



Attention: Brian Pilbeam, President, Telstra Asia



With a copy to:



Telstra Corporation Limited



41/242 Exhibition Street

Melbourne 3000

Australia



Fax: : (+61) 3 9632 3215



Attention: Douglas Gration, Company Secretary





	21.3	 	A Notice to Vincent Mo shall be sent to him at the following address, or any other
person or address as Vincent Mo may notify to the other Parties from time to time:




Tianquan Mo



Level 4/F, Tower B, COFCO Plaza,

No 8 Jianguomennei Avenue

Beijing 100005

People’s Republic of China



Fax: (+86-10) 8511 1242



Attention: Chairman of the Board and CEO Managing Director





	21.4	 	A Notice to the Company shall be sent to such Party at the following address, or
any other person or address as the Company may notify to the other Parties from time to time:




SouFun Holdings Limited



Level 4/F, Tower B, COFCO Plaza

No 8 Jianguomennei Avenue

Beijing 100005

People’s Republic of China



Fax: (86-10) 8511 1242



Attention: SouFun Holdings Limited





	21.5	 	A Notice to a Party listed in Part A of Schedule 2 shall be sent to such Party at
the following address, or such other person or address as such Party may notify to the Parties from
time to time:






	 	(i)	 	Next Decade Investments Limited / Media Partner Technology Limited




40









 






	 	 	 	4/F Tower B COFCO Plaza 

No.8 Jianguomennei Ave  

Beijing 100005  

People’s Republic of China

Fax: (+86-10) 8511 1242
	 
	 	 	 	Attention: Vincent T. Mo, Chairman of the Board, CEO and Managing Director






	 	(ii)	 	Shan Li / Digital Link Investments Limited
	 
	 	 	 	Suite 6401, Two IFC

8 Finance Street, Central

Hong Kong
	 
	 	 	 	Fax: (+852) 3527 7001
	 
	 	 	 	Attention: Shan Li






	 	(iii)	 	IDG Technology Venture Investment, Inc.
	 
	 	 	 	IDGVC Venture Investment Consultancy (Beijing) Co., Ltd.

Room 616, Tower A, COFCO Plaza,

8 Jianguomennei Dajie

Beijing, 100005 

People’s Republic of China
	 
	 	 	 	Fax: (+86-10) 8512 0225
	 
	 	 	 	Attention: Ms Bin Li, Legal Counsel.






	 	(iv)	 	Jiangong Dai
	 
	 	 	 	Room 401-419,

Building B, Zhongliang Plaza, 

No. 8, Jianguomen Avenue, Beijing

People’s Republic of China 


Fax: (+86-10) 8511 1242 


Attention: Yang Yan






	21.6	 	A Notice shall be effective upon receipt and shall be deemed to have been
received:






	 	21.6.1	 	at the time of delivery, if delivered by hand, registered post or courier;
	 
	 	21.6.2	 	at the time of transmission in legible form, if delivered by fax.






	22	 	Settlement of Disputes
	 
	22.1	 	Choice of Arbitration
	 
	 	 	Any dispute or difference or claim (in each case of whatsoever nature) arising out of or in
connection with or relating to this Agreement (including, without limitation, any dispute as
to the validity or existence of this Agreement and/or this Clause 22) (each a “Dispute”)
shall be submitted to and resolved by arbitration by the HKIAC pursuant to its Rules
including any additions made by the UNCITRAL Rules and as modified by this Agreement. The
arbitral




41









 






	 	 	tribunal shall consist of 3 arbitrators. The arbitral proceedings shall be conducted in
English. Any arbitration commenced pursuant to this Clause 22 shall have its seat in Hong
Kong.






	22.2	 	Appointing Authority
	 
	 	 	The appointing authority shall be HKIAC or any other body as the Parties may agree (the
“Appointing Authority”).
	 
	22.3	 	Arbitral tribunal
	 
	 	 	Unless the Parties agree otherwise:






	 	22.3.1	 	the Party or Parties requesting arbitration shall jointly appoint an
arbitrator in its or their notice for arbitration and the Party or Parties responding to
the request for arbitration shall jointly appoint an arbitrator within 30 days of the
date the notice for arbitration is received by them. In default of this appointment, the
relevant arbitrator(s) shall be appointed by the Appointing Authority within 10 Business
Days; and
	 
	 	22.3.2	 	the third arbitrator, who shall act as chairman of the tribunal, shall be
chosen by the two arbitrators appointed by or on behalf of the Parties. If he is not
chosen within 10 Business Days of the date of appointment of the later of the two
party-appointed arbitrators to be appointed, he shall be appointed by the Appointing
Authority.






	22.4	 	Single Arbitral Proceeding
	 
	 	 	In order to facilitate the comprehensive, efficient and economical resolution of related
Disputes, all Disputes between any of the parties which arise out of or in connection with
this Agreement and any of the other Transaction Documents shall (so far as is reasonably
practicable) be resolved by means of a single arbitral proceeding. Accordingly, where
Disputes arise out of or in connection with this Agreement and any one or more of the other
Transaction Documents a single arbitration may be conducted in respect of these Disputes.
	 
	22.5	 	Provision for Concurrent Arbitrations
	 
	 	 	If at any time two or more arbitrations are commenced and are pending in relation to
Disputes which arise out of or in connection with this Agreement and any of the other
Transaction Documents and it appears to the arbitral tribunal constituted in the arbitration
that was initiated first in time (the “First Arbitration”) that there are issues of fact or
law common to the arbitrations and that it is expedient for the Disputes to be resolved in
the same proceedings, and that no party would be prejudiced materially (through undue delay
or otherwise) as a result of the arbitrations being consolidated, then, upon the written
request of any party to any such arbitration, that arbitral tribunal (the “Consolidating
Arbitral Tribunal”) may, by procedural order, direct that the arbitration(s) to resolve any
of the other Disputes shall be consolidated with the First Arbitration. If the Consolidating
Arbitral Tribunal so orders, the parties to each Dispute which is a subject of the
Consolidating Arbitral Tribunal’s order shall be treated as having consented to the Dispute
being finally decided:






	 	22.5.1	 	by the Consolidating Arbitral Tribunal; and
	 
	 	22.5.2	 	in accordance with the procedure, at the seat and in the language by which
the First Arbitration is being conducted, save as otherwise agreed by all parties to the
consolidated proceedings or, in the absence of this agreement, as ordered by the
Consolidating Arbitral Tribunal.




42









 












	22.6	 	Due performance
	 
	 	 	The Parties undertake:






	 	22.6.1	 	to comply strictly with the time limits specified in the UNCITRAL Rules and
this Agreement for the taking of any step or the performance of any act in or in
connection with any arbitration; and
	 
	 	22.6.2	 	to comply with and to carry out, in full and without delay, any procedural
orders (including, without limitation, any interim measures of protection ordered) or any
award (interim or final) made by the arbitral tribunal.






	22.7	 	Arbitration final and binding






	 	22.7.1	 	Any arbitral award shall be final and binding upon the parties thereto and
shall be enforceable in accordance with its terms. Each party irrevocably undertakes that
it will execute and perform the arbitral award fully and without delay and waives any
right of appeal against the award.
	 
	 	22.7.2	 	None of the Parties shall seek to commence any judicial proceeding with a
view to appealing, reviewing or setting aside any arbitral award. All rights of appeal or
judicial review of any arbitral award as would otherwise be exercisable by a Party are
hereby excluded to the fullest extent permitted.






	22.8	 	Enforcement of the Arbitral Award
	 
	 	 	Any arbitral award may be enforced by filing as a judgment in any court of competent
jurisdiction, or by any other application or proceeding in any court, for the enforcement of
the arbitral award, as the case may be.






	22.9	 	Arbitration expenses






	 	22.9.1	 	The costs of the arbitration, the arbitration fees and the liability for
other expenses shall be borne by the losing party unless otherwise determined by the
arbitral tribunal.
	 
	 	22.9.2	 	If it becomes necessary for a Party to enforce an arbitral award by legal
action of any kind, the defaulting Party or Parties shall pay all reasonable costs and
expenses and attorneys’ fees, including any cost of additional litigation or arbitration
that shall be incurred by the Party seeking to enforce the award.






	22.10	 	Continual Performance
	 
	 	 	During the period when a dispute is being resolved, the parties shall, in all respects other
than the issue(s) in dispute, continue their performance of this Agreement.
	 
	23	 	Governing law and submission to jurisdiction
	 
	23.1	 	Governing Law
	 
	 	 	This Agreement and the documents to be entered into pursuant to it, save as expressly
referred to therein, shall be governed by and construed in accordance with Hong Kong law.
	 
	23.2	 	Submission to Jurisdiction




43









 






	 	 	Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of
Hong Kong to support and assist the arbitration process pursuant to Clause 22, including if
necessary the grant of interlocutory relief pending the outcome of that process.






	24	 	Authority to deliver
	 
	 	 	The signature or sealing of this Agreement by or on behalf of a Party shall constitute
an authority to the solicitors, or an agent or employee of the solicitors, acting for that
Party in connection with this Agreement to deliver it as a deed on behalf of that Party.
	 
	25	 	Guarantee by Controllers
	 
	25.1	 	In consideration of the other Parties entering into this Agreement, each
Controller hereby undertakes to the Parties that it will guarantee, as sole or principal obligor to
the Parties, the due and punctual performance by each Shareholder Controlled by that Controller of
all obligations, commitments and undertakings under or pursuant to this Agreement (and each
Transaction Document to which the Shareholder is a party).
	 
	25.2	 	Each Controller shall indemnify each other Party against all losses, liabilities,
costs (including without limitation legal costs), charges, expenses, actions, proceedings, claims
and demands which any Party may suffer through or arising from any breach of the Controller of its
obligations under this Agreement or incurred by that Party in the course of enforcing its rights
under this Clause 25.
	 
	25.3	 	This guarantee is given for the benefit of the Parties and its respective
successors and assigns and shall be binding on each Controller and its successors and assigns.
	 
	26	 	Undertaking by Vincent Mo
	 
	 	 	Vincent Mo:
	 
	26.1	 	unconditionally and irrevocably undertakes to the Company that he shall not, in
any of his capacity as a Licence Company Owner, the Chairman or CEO:






	 	26.1.1	 	pledge, mortgage, charge or otherwise Encumber any of its equity interest
in the Licence Companies he controls in his capacity as a License Company Owner, the
Chairman or CEO except for the Pledges;
	 
	 	26.1.2	 	sell, transfer or otherwise dispose of, or grant any option over, any of
its equity interest in the Licence Companies he controls in his capacity as a License
Company Owner the Chairman or CEO; or
	 
	 	26.1.3	 	enter into any agreement in respect of the votes attached to any of its
equity interest in the Licence Companies he controls in his capacity as a License
Company Owner the Chairman or CEO;






	26.2	 	unconditionally and irrevocably undertakes to the Company, that in his capacity as
a Licence Company Owner, the Chairman or CEO, he will not take or cause to be taken any act or fail
to take or cause to be taken any act which results in a Licence held by any Licence Company in
which he has an interest as a License Company Owner ceasing to be valid and effective;
	 
	26.3	 	shall indemnify the Company against all losses, liabilities, costs (including
without limitation legal costs), charges, expenses, actions, proceedings, claims and demands which
the




44









 






	 	 	Company may suffer through or arising from any breach by Vincent Mo of his obligations under
this Clause 26 or incurred by the Company in the course of enforcing its rights against it under
this Clause 26.






45











 




In
witness whereof this Agreement has been duly executed as a deed.




SIGNED SEALED and DELIVERED as

a DEED by and in the name of

TELSTRA INTERNATIONAL

HOLDINGS LIMITED by its duly                                                                          /s/ Neil Louis
(seal)

authorised attorney NEIL LOUIS




in the presence of: BEN FORGIEL-JENKINS




	 	 	 	 
	 	 	 
	 	/s/ Ben Forgiel-Jenkins
 	 
	 





46









 








SIGNED, SEALED AND DELIVERED                                                           
              /s/ Tianquan Mo (seal)

by TIANQUAN MO




EXECUTED as a DEED by SOUFUN                                                                          
/s/ Tianquan Mo (seal)

HOLDINGS LIMITED acting by

in the presence of: BEN FORGIEL-JENKINS




	 	 	 
	 	 
	/s/ Ben Forgiel-Jenkins
 	 



THE COMMON SEAL of NEXT

DECADE INVESTMENTS LIMITED                                                                           (SEAL)
/s/ Tianquan Mo

was affixed in the presence of: TIANQUAN MO




THE COMMON SEAL of MEDIA

PARTNER TECHNOLOGY LIMITED                                                                          (SEAL)
/s/ Jing Cao

was affixed in the presence of: JING CAO








47









 








SIGNED, SEALED AND DELIVERED                                                              
            /s/ Jiangong Dai (seal)

by JIANGONG DAI







48









 








SIGNED SEALED and DELIVERED as

a DEED by and in the name of DIGITAL                 
                         
                         
    /s/ Shan Li (seal)

LINK INVESTMENTS LIMITED by its

duly authorised attorney SHAN LI




in the presence of: BEN FORGIEL-JENKINS




	 	 	 
	 	 
	/s/ Ben Forgiel-Jenkins
 	 



SIGNED, SEALED AND DELIVERED                      
                                      
              /s/ Shan Li (seal)

by SHAN LI
















 








SIGNED SEALED and DELIVERED as

a DEED by and in the name of IDG                                                  
                        /s/ Quan Zhou (seal)

TECHNOLOGY INVESTMENT, INC. by

its duly authorised attorney Quan Zhou




in the presence of:




	 	 	 
	 	 
	/s/ Lin Bin
 	 


















 





Schedule 1




Definitions and Interpretation



Part A — Definitions


“100 Percent Associated Company” means, (i) in relation to a Party which is a corporate legal
entity, any holding company which (directly or indirectly) holds 100 per cent. of the voting
securities of the Party, a wholly-owned subsidiary of the Party, or any other wholly-owned
subsidiary of a holding company which (directly or indirectly) holds 100 per cent. of the voting
securities of the Party; and (ii) in relation to a Party which is a natural person, any company
which is wholly-owned by that Party;



“Acceptance Notice” shall have the meaning ascribed to it in Clause 6.4.1;



“Acceptance Period” shall have the meaning ascribed to it in Clause 6.3.1;



“Advertising Licence” means a statutory or regulatory licence, consent, permit or approval which is
necessary or desirable for the conduct of an advertising business in the PRC and includes a
business licence issued by the State Administration for Industry and Commerce which specifically
includes operating an advertising business within the business scope of the entity to which it is
issued;



“Advertising Licence Company” means any PRC company which holds or is in the process of applying
for any Advertising Licence and which as at the date of this Agreement, includes Beijing Jia Tian
Xia Advertising Co., Limited, Shanghai Jia Biao Tang Advertising Co., Ltd, and their branches,
subsidiaries, and persons that each of them directly or indirectly Controls or is under direct or
indirect common Control with these persons;



“Appointing Authority” shall have the meaning ascribed to it in Clause 22.2;



“Articles” mean the articles of association of the Company as amended from time to time;



“Associated Company” means, (i) in relation to a Party which is a corporate legal entity, any
holding company, subsidiary, or any other subsidiaries of any the holding company, but in relation
to a Shareholder does not include the Company; and (ii) in relation to a Party which is a natural
person, any company which that Party Controls but in relation to a Shareholder does not include the
Company;



“Audited Accounts” mean the report and audited accounts of the Company and of each Group Company
and the audited consolidated accounts of the Group for the financial period ending on the relevant balance sheet date; “




Auditors” mean KPMG Huazhen of 8th Floor, Tower E2, Oriental Plaza,
1 East Chang’an Avenue, Beijing 100738, PRC or any other firm of Chartered Accountants appointed auditors of the Company from time to time;



“Board” means the board of directors of the Company or an authorised committee of the Board;



“Business” means the business of Internet content provision and Internet advertising in the PRC;



“Business Day” means a day which is not a Saturday, a Sunday or a bank or public holiday in the
PRC;



“Business Plan” means the business plan for the Group as approved, or deemed to be approved by the
Board and as may be amended from time to time in accordance with Clause 3.5.6(vi), Clause
3.5.7, or Clause 4.1.4, prepared annually in respect of the forthcoming three year period setting
out: (1) the Group’s strategic planning in respect of customers (including market development and
capacity growth), capital expenditure, financing, Tax, competitors and contingency planning which
shall be set





51









 







out in detail for the forthcoming year and in such level of generality as the Board may determine
for the following two years; and (2) a detailed budget for the Group for the following financial
year (including estimated major items of revenue and capital expenditure) which shall be broken
down on a monthly basis, and shall contain a cash flow forecast and a balance sheet showing the
projected position of the Group as at the end of the following financial year;



“Call Option Agreements” means the call option agreements under which the Company or a Group
Company holds call options over Licence Company Interests, as described in Part 2 of Schedule 5;



“CEO” means the Chief Executive Officer of the Company from time to time;



“CFO” means the Chief Financial Officer of the Company from time to time;



“Chairman” means the Chairman of the Board from time to time who shall be Vincent Mo unless he is
removed as Chairman under Clause 3.3.2;



“Closing” means the completion of the Share Purchase Agreement in accordance with its terms;



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



“Confidential Information” means any information; (1) relating to the customers, Business, assets
or affairs of any Group Company which they may have or acquire through ownership of an interest in
the Company; (2) relating to the customers, business, assets or affairs of the other Parties or any
member of their group which they may have or acquire through being a Shareholder or making
appointments to the Board or through the exercise of its rights or performance of its obligations
under this Agreement; or (3) which relates to the contents of any Transaction Document or any
agreement or arrangement entered into pursuant to any Transaction Document.



“Consolidating Arbitral Tribunal” shall have the meaning ascribed to it in Clause 22.5;



“Continuing Shareholders” means the Parties listed in Part B of Schedule 2 and “Continuing
Shareholder” means any one of them;



“Control” means possession, directly or indirectly, of the power to direct or cause the direction
of the operations and management or policies of a person, whether through the ownership of voting
securities, by contract or otherwise, and “Controlled” and “Controls” shall be construed
accordingly. For these purposes, a Shareholder “Controlled” by a Controller shall include the
Shareholder whose name is set out next to the name of that Controller in Part C of Schedule 2;



“Controller Level Offer” shall have the meaning ascribed to it in Clause 6.3;



“Controller Level Offeror” shall have the meaning ascribed to it in Clause 6.3;



“Controllers” means any Party who Controls a Shareholder and includes the Parties listed in Part C
of Schedule 2 as “Controllers” and “Controller” means any one of them;



“DCF” shall have the meaning ascribed to it in Clause 3.1.1 of Schedule 4;



“Deed of Adherence” means a deed in the form set out in Schedule 3;



“Default Notice” shall have the meaning ascribed to it in Clause 8.3.1;



“Default Sale Shares” shall have the meaning ascribed to it in Clause 8.3.1;



“Defaulting Shareholder” shall have the meaning ascribed to it in Clause 8.1;





52









 







“Directors” means the Telstra Directors and the Vincent Mo Directors, and “Director” means any one
of them;



“Disclosure Letter” shall have the meaning ascribed to it in the Share Purchase Agreement;



“Dispute” shall have the meaning ascribed to it in Clause 22.1;



“Employee Stock Option Plan” shall mean any employee share or option incentive plan of the Company
as at Closing and includes without limitation the Employee Share Incentive Plan adopted by the
Board on 15 April 2004;



“Encumbrance” means any claim, charge, mortgage, lien, option, equity, power of sale,
hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other
third party rights or security interest of any kind or an agreement, arrangement or obligation to create
any of the foregoing and “Encumber” shall be construed accordingly;



“Event of Default” shall have the meaning ascribed to it in Clause 8.1;



“Fair Value” means fair value of shares to be transferred pursuant to this Agreement as determined
in accordance with Schedule 4;



“First Arbitration” shall have the meaning ascribed to it in Clause 22.5;



“Group” means the Company and its subsidiaries and any company in which it owns any shares,
including a SouFun FITE and/or a SouFun FIAE, and “Group Company” means any one of them;



“HKIAC” means the Hong Kong International Arbitration Centre;



“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;



“IDG” means IDG Technology Venture Investment, Inc., one of the Continuing Shareholders;



“Immediate Family Member” means, in relation to a Controller, the Controller’s spouse, child,
parent, brother or sister;



“Independent Expert” means an expert appointed for the purposes of determining Fair Value pursuant
to Schedule 4, which shall be one of the following five independent international investment banks
of good standing and repute:





	(i)	 	Goldman Sachs;
	 
	(ii)	 	Citigroup;
	 
	(iii)	 	Merrill Lynch;
	 
	(iv)	 	Credit Suisse First Boston; and
	 
	(v)	 	UBS.




“IPO” means an initial public offering of the Company’s ordinary shares in the United States that
has been registered under the Securities Act with a valuation of the Company immediately prior to
the offering of at least US$500,000,000, or in a similar public offering of the Company’s ordinary
shares in another jurisdiction which results in such ordinary shares trading publicly on an
internationally recognised securities exchange, provided that such offering satisfies the foregoing
valuation requirement;



“LIBOR” means the British Bankers’ Association Interest Settlement Rate for one month sterling
displayed on the appropriate page of the Reuters screen (or such other page as the Parties may
agree)




53









 







at 11.00 a.m., London time, on the first day of the period to which any interest period relates
(the “Relevant Date”). If such rate does not appear on the Reuters screen page on the Relevant
Date, the rate for that Relevant Date will be determined on the basis of the rates at which
deposits for one month sterling are offered by HSBC Bank at 11.00 a.m., London time, on the
Relevant Date to leading banks in the London inter bank market;



“Licence” means a statutory or regulatory licence, consent, permit or approval which is necessary
or desirable for the operation and development of the Business and includes without limitation (i)
any licence listed in the Ministry of Information Industry Classification Catalogue (2003 edition
or as subsequently amended); (ii) any Value-added Telecommunications Services Operating Licence
listed in the aforementioned catalogue, including the Telecommunications and Information Services
Licence (or ICP Licence); and (iii) any Advertising Licence;



“Licence Companies” means the Advertising Licence Companies and Telecommunications Licence
Companies, and “Licence Company” means any one of them;



“Licence Company Interests” means the interest in the registered capital of a Licence Company;



“Licence Company Notice” means a notice in writing issued by the Company exercising the right to
purchase Licence Company Interests in accordance with Clause 10.1.1;



“Licence Company Owners” means the Parties who hold an equity interest directly or indirectly in
any Licence Company, whether jointly with another person or otherwise and includes the persons
listed in Part D of Schedule 2 and “Licence Company Owner” means any one of them;



“Loan Agreements” means the loan agreements entered into between Group Companies and Licence
Company Owners, as described in Part 3 of Schedule 5;



“Macau” means Macau Special Administrative Region of the People’s Republic of China;



“Management Agreement” shall have the meaning ascribed to it in the Share Purchase Agreement;



“NASDAQ” means the National Association of Securities Dealers Automated Quotation System;



“Notice” shall have the meaning ascribed to it in Clause 21.1;



“Offer” shall have the meaning ascribed to it in Clause 6.3;



“Offeror” shall have the meaning ascribed to it in Clause 6.3;



“Offer Shares” shall have the meaning ascribed to it in Clause 6.3;



“Outstanding Loan Amounts” means, in relation to a Licence Company, any amount outstanding and
payable by a Licence Company Owner to any Group Company in respect of a loan made under a Loan
Agreement, to the extent that the loan was used by the Licence Company Owner to directly or
indirectly acquire equity interests in or make a contribution towards the capital of Licence
Company;



“Parties” means the parties to this Agreement and “Party” means any one of them;



“Permitted Condition” means a bona fide material consent, clearance, approval or permission
necessary to enable the relevant person to be able to complete a transfer of Shares under (1) its
constitutional documents (2) the rules or regulations of any stock exchange on which it or its
parent company is quoted or (3) any governmental, statutory or regulatory body in those
jurisdictions where that person carries on business;



“Pledgee” means a pledgee under a Pledge;





54









 







“Pledges” means the pledges over the equity interests in Licence Companies as described in Part 1
of Schedule 5;



“PRC” means the People’s Republic of China, which for the purposes of this Agreement, excludes Hong
Kong, Macau and Taiwan;



“Relevant Business” shall have the meaning ascribed to it in Clause 14.3.1;



“Relevant Capacity” shall have the meaning ascribed to it in Clause 14.3.2;



“Remaining Shareholders” shall have the meaning ascribed to it in Clause 6.3;



“Respective Proportion” means the proportion of Shares held by each Shareholder as a percentage of
the total issued share capital of the Company at the relevant time;



“Restricted Employee” shall have the meaning ascribed to it in Clause 14.3.3;



“Restricted Parties” shall have the meaning ascribed to it in Clause 14.1;



“Restricted Period” shall have the meaning ascribed to it in Clause 14.3.4;



“Right” shall have the meaning ascribed to it in Clause 20.6;



“SEC” means the United States Securities and Exchange Commission, or, in the event that the Company
effects a public offering in a jurisdiction outside of the United States with an internationally
recognised investment exchange, its equivalent in the jurisdiction where the Company effects such
public offering of its securities;



“Securities Act” means the United States Securities Act of 1933, as amended;



“Sell Out Date” shall have the meaning ascribed to it in Clause 7.3.1(i);



“Sell Out Notice” shall have the meaning ascribed to it in Clause 7.1.2;



“Sell Out Period” shall have the meaning ascribed to it in Clause 7.1.2;



“Sell Out Price” shall have the meaning ascribed to it in Clause 7.2.1(i);



“Sell Out Right” shall have the meaning ascribed to it in Clause 7.1.1;



“Sensis” means Sensis Pty Ltd, Australian Business Number 30007423912, a proprietary company
limited by shares, incorporated under the laws of Australia;



“Share Purchase Agreement” shall have the meaning ascribed to it in Recital A;



“Shareholder Level Offer” shall have the meaning ascribed to it in Clause 6.3;



“Shareholder Level Offeror” shall have the meaning ascribed to it in Clause 6.3;



“Shareholders” mean Telstra, IDG and the Parties listed in Part B of Schedule 2 and “Shareholder”
means any one of them;



“Shares” mean issued ordinary shares in the Company and (1) any shares issued in exchange for those
shares or by way of conversion or reclassification and (2) any shares representing or deriving from
those shares as a result of an increase in, reorganisation or variation of the capital of the
Company;



“SouFun FIAE” means (i) a foreign-invested advertising enterprise jointly established between the
Company and/or a Telstra FIAE Investor with any one or more of the Advertising Licence Companies






55









 







or any one or more of the Continuing Shareholders and their Associated Companies, in accordance
with Clause 10.3.1(i), or (ii) a foreign-invested advertising enterprise formed as a result of the
acquisition of equity interests in an Advertising Licence Company by the Company and/or a Telstra
FIAE Investor, in accordance with Clause 10.3.1(ii);



“SouFun FIAE Interest” means the interest held by a Licence Company Owner or a Licence Company in
the registered capital of any SouFun FIAE established in accordance with Clause 10.3.1 (ii);



“SouFun FITE” means (i) a foreign-invested telecommunications enterprise jointly established
between the Company and/or a Telstra FITE Investor with any one or more of the Licence Companies or
any one or more of the Continuing Shareholders and their Associated Companies, in accordance with
Clause 10.2.1(i), or (ii) a foreign-invested telecommunications enterprise formed as a result of
the acquisition of equity interests in a Licence Company by the Company and/or a Telstra FITE
Investor, in accordance with Clause 10.2.1(ii);



“SouFun FITE Interest” means the interest held by a Licence Company Owner or a Licence Company in
the registered capital of any SouFun FITE established in accordance with Clause 10.2.1 (ii);



“Tag-Along Notice” shall have the meaning ascribed to it in Clause 6.4.2;



“Tax” means all forms of taxation whether direct or indirect and whether levied by reference to
income, profits, gains, net wealth, asset values, turnover, added value or other reference and
statutory, governmental, state, provincial, local governmental or municipal impositions, duties,
contributions, rates and levies (including without limitation social security contributions and any
other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or
deduction for or on account of tax or otherwise) and in respect of any person and all penalties,
charges, costs and interest relating thereto;



“Tax Authority” means any taxing or other authority competent to impose any liability in respect of
Tax or responsible for the administration and/or collection of Tax or enforcement of any law in
relation to Tax;



“Telecommunications Licence Company” means any PRC company which holds or is in the process of
applying for any Licence (other than an Advertising Licence) and which as at the date of this
Agreement, includes Beijing SouFun Internet Information Service Co., Limited, Beijing SouFun
Science and Technology Development Co., Limited, Beijing China Index Information Co., Ltd, and
their branches, subsidiaries, and persons that each of them directly or indirectly Controls or is
under direct or indirect common Control with these persons;



“Telstra Directors” means the directors appointed by Telstra in accordance with Clause 3.1 of this
Agreement and the Articles and “Telstra Director” means any one of them;



“Telstra FIAE Investor” shall have the meaning ascribed to it in Clause 10.3.1(i);



“Telstra FITE Investor” shall have the meaning ascribed to it in Clause 10.2.1(i);



“Telstra Notice” shall have the meaning ascribed to it in Clause 7.2.1;



“Trader Mauritius” means Trader Classified (Mauritius) Holdings Ltd, a company incorporated in
Mauritius with its registered office at c/o L+P Corporate Services Ltd, Level 6, One Cathedral
Square, Jules Koenig Street, Port Louis, Republic of Mauritius;



“Transaction Documents” shall have the meaning ascribed to it in the Share Purchase Agreement;





56









 







“Transfer Date” shall have the meaning ascribed to it in Clause 6.6.1;



“Transfer Notice” shall have the meaning ascribed to it in Clause 6.3;



“Transitional Business Plan” means the business plan for the Group set out in Schedule 6;



“UNCITRAL Rules” means the arbitration rules of the United Nations Commission on International
Trade Law adopted on 28 April 1976 as in force at the date of this Agreement and as modified by
this Agreement;



“US$” or “US Dollars” means United States Dollars, the lawful currency of the United States of
America;



“Vincent Mo Directors” means the Directors appointed by Vincent Mo in accordance with Clause 3.2 of
this Agreement and “Vincent Mo Director” means any one of them;



“Vincent Mo Shareholders” means the Shareholders Controlled by Vincent Mo and “Vincent Mo
Shareholder” means any one of them;



“Vincent Mo Shareholding Proportion” means the aggregate shareholding in the total issued share
capital of the Company that is held directly or indirectly by Vincent Mo (including through Next
Decade Investments Limited and Media Partner Technology Limited) as a percentage of the total
issued share capital of the Company at the relevant time; and



“WACC” shall have the meaning ascribed to it in Clause 3.1.4 of Schedule 4.





57









 








Part B — Interpretation





	1	 	Modification etc. of Statutes
	 
	 	 	References to a statute or statutory provision include:
	 
	1.1	 	that statute or provision as from time to time modified, re-enacted or consolidated
whether before or after the date of this Agreement;
	 
	1.2	 	any past statute or statutory provision (as from time to time modified, re-enacted
or consolidated) which that statute or provision has directly or indirectly replaced; and
	 
	1.3	 	any subordinate legislation made from time to time under that statute or statutory
provision.
	 
	2	 	Singular, plural, gender and other terms
	 
	2.1	 	References to one gender include all genders and references to the singular include
the plural and vice versa.
	 
	2.2	 	The words “includes” and “including” mean “includes without limitation” and
“including without limitation”, respectively.
	 
	3	 	References to persons, companies and government authorities
	 
	 	 	References to:
	 
	3.1	 	a person include any company, partnership or unincorporated association (whether or
not having separate legal personality);
	 
	3.2	 	a company shall include any company, corporation or any body corporate, wherever
incorporated; and
	 
	3.3	 	PRC government authorities or departments include such authorities or departments
at central, provincial, municipal and other levels and their successor authorities or departments.
	 
	4	 	Schedules etc.
	 
	 	 	References to this Agreement shall include any recitals and schedules to it and references
to Clauses and Schedules are to clauses of, and schedules to, this Agreement. References to
paragraphs and Parts are to paragraphs and parts of the Schedules.
	 
	5	 	Headings
	 
	 	 	Headings shall be ignored in interpreting this Agreement.
	 
	6	 	Information
	 
	 	 	References to books, records or other information mean books, records or other information
in any form including paper, electronically stored data, magnetic media, film and microfilm.
	 
	7	 	Legal Terms
	 
	 	 	References to any legal term for any action, remedy, method or judicial proceeding, legal
document, legal status, court, official or any legal concept or thing shall, in respect of
any jurisdiction other than Hong Kong, be construed as references to the term or concept
which most nearly corresponds to it in that jurisdiction.




58









 






	8	 	Time of day
	 
	 	 	References to time of day are to Hong Kong time unless otherwise stated.
	 
	9	 	Winding-up
	 
	 	 	References to the winding-up of a person include the amalgamation, reconstruction,
reorganisation, administration, dissolution, liquidation, merger or consolidation of such
person and any equivalent or analogous procedure under the law of any jurisdiction in which
that person is incorporated, domiciled or resident or carries on business or has assets.






59











 





Schedule 2




Other Parties



Part A — Other Parties to this Agreement





	1.	 	Next Decade Investments Limited with its registered office at P.O.Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands;
	 
	2.	 	Media Partner Technology Limited with its registered office at P.O.Box 957, Offshore
Incorporation Center Road Town, Tortola, British Virgin Islands;
	 
	3.	 	Digital Link Investments Limited with its registered office at Suite 6401, Two IFC, 8 Finance
Street, Central, Hong Kong;
	 
	4.	 	Shan Li of Apt 3B Taggart, 109 Repulse Bay Road, Hong Kong, holder of Hong Kong resident card
number P393881(A);
	 
	5.	 	Jiangong Dai of 660 Shangcheng Road, Pudong New District, Shanghai, PRC, holder of PRC resident
card number 450104197309251550;
	 
	6.	 	IDG Technology Venture Investment, Inc. with its registered office at 5 Speen Street,
Framingham, MA, USA.




Part B — Continuing Shareholders





	1.	 	Next Decade Investments Limited
	 
	2.	 	Media Partner Technology Limited
	 
	3.	 	Digital Link Investments Limited
	 
	4.	 	IDG Technology Venture Investment, Inc.





Part C — Controllers




	 	 	 
	Shareholder Controlled by Controller	 	Name of Controller
	 
	Next Decade Investments Limited

	 	Vincent Mo
	 
	Media Partner Technology Limited

	 	Vincent Mo
	 
	Digital Link Investments Limited

	 	Shan Li






Part D — Licence Company Owners





	1.	 	Vincent Mo
	 
	2.	 	Jiangong Dai




60









 











Schedule 3




Deed of Adherence


THIS DEED OF ADHERENCE is made on [DATE] by [               ] of
[     ] (the
“Covenantor”)



SUPPLEMENTAL to a Shareholders’ Agreement dated [DATE] and made between Telstra International
Holdings Limited, Tianquan Mo, IDG Technology Ventures Limited, SouFun Holdings Limited (the
“Company”) and others (the “Agreement”).



The Covenantor covenants as follows:





	1	 	The Covenantor confirms that it has been supplied with and has read a copy of the
Agreement and covenants with each of the persons named in the Schedule to this Deed to observe
perform and be bound by all the terms of the Agreement which are capable of applying to the
Covenantor and which have not been performed at the date of this Deed to the intent and effect that
the Covenantor shall be deemed with effect from the date on which the Covenantor is registered as a
member of the Company to be a party to the Agreement (as if named as a Shareholder under that
Agreement).
	 
	2	 	This Deed shall be governed by and construed in accordance with Hong Kong law and the
Covenantor hereby submits irrevocably to the non-exclusive jurisdiction of the Courts of Hong Kong
(but accepts that this Deed may be enforced in any court of competent jurisdiction) and hereby
appoints [a person resident in Hong Kong and reasonably acceptable to the Board of Directors of the
continuing Shareholders] as its agent for service of all process in any proceedings in respect of
the Agreement.




EXECUTED as a deed on the date written above.




Schedule

[Parties to Agreement including those who have executed earlier Deeds of

Adherence]




61









 








Schedule 4

Determination of Fair Value





	1	 	Appointment of expert
	 
	1.1	 	Telstra and Vincent Mo shall each appoint an Independent Expert.
	 
	1.2	 	A third Independent Expert shall be appointed by agreement between Telstra and
Vincent Mo.
	 
	1.3	 	If Telstra and Vincent Mo cannot agree on the identity of the third Independent
Expert, the two Independent Experts already appointed pursuant to Clause 1.1 of this Schedule 4
shall appoint the third Independent Expert.
	 
	1.4	 	Each of Telstra and Vincent Mo must bear the costs of the Independent Expert that
is appointed by it under Clause 1.1 of this Schedule 4. The Company shall bear the costs of the
third Independent Expert appointed under Clauses 1.2 and 1.3 of this Schedule 4.
	 
	2	 	Determination of Fair Value
	 
	2.1	 	The Independent Experts may determine the Fair Value of the shares in accordance
with the valuation guidelines set out in Clause 3 of this Schedule 4 and/or such other procedures
as they consider appropriate.
	 
	2.2	 	Each Independent Expert acts as an independent expert and not as an arbitrator when
valuing shares under this Agreement.
	 
	2.3	 	The Company and each Shareholder must provide all information and assistance
reasonably requested by the Independent Experts.
	 
	2.4	 	Each Independent Expert’s determination of the value of the shares is binding on
all Parties in the absence of manifest error and must be provided to the relevant Parties.
	 
	2.5	 	The Fair Value of the shares will be equal to:






	 	2.5.1	 	subject to sub-Clause 2.5.2, the average of the three valuations;
	 
	 	2.5.2	 	if the valuation that is furthest (in absolute dollar terms) from the
average of the three valuations is more than 20% further from the average than the next
furthest valuation then it shall be eliminated and the Fair Value of the shares will be the
average of the two remaining valuations.





For example:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Example	 	1	 	2	 	3	 	4
	Valuation 1
	 	 	90	 	 	 	70	 	 	 	60	 	 	 	96	 
	Valuation 2
	 	 	100	 	 	 	100	 	 	 	100	 	 	 	100	 
	Valuation 3
	 	 	113	 	 	 	127	 	 	 	110	 	 	 	110	 
	Average
	 	 	101	 	 	 	99	 	 	 	90	 	 	 	102	 
	Re-calculated
Average
	 	NA	 	NA	 	 	105	 	 	 	98	 






62









 







In example 3, the furthest valuation (Valuation 1) is 50% further
from the average than the next furthest valuation (Valuation 3) and
has been eliminated.





In example 4, the furthest valuation (Valuation 3) is 33% further
from the average than the next furthest valuation (Valuation 1) and
has been eliminated.




	3	 	Fair Value Guidelines
	 
	3.1	 	Definition
	 
	 	 	Subject to this Schedule 4, Fair Value shall be arrived at by applying the primary
methodology specified in Clause 3.1.1 of this Schedule 4 and cross-checking the fair value
so derived in the manner described in Clause 3.1.5 of this Schedule 4.
	 
	 	 	For the purposes of this Agreement, Fair Value is the price that would be negotiated in an
open and unrestricted market between a knowledgeable, willing but not anxious buyer and a
knowledgeable, willing but not anxious seller acting at arms length within a reasonable time
frame and is to be determined on the following basis:






	 	3.1.1	 	Methodology
	 
	 	 	 	The primary methodology to be used in the calculation of Fair Value will be a
discounted cash flow (“DCF”) analysis, utilising the best estimate of future free
cash flows (i.e. after-tax cash flows less working capital and capital expenditure
investments) expected to be derived from continuing the Business.
	 
	 	3.1.2	 	Control premium
	 
	 	 	 	The valuation will explicitly exclude any control premium or minority discount.
	 
	 	3.1.3	 	Free cash flow projections






	 	(i)	 	Base free cash flow projections must be based on reasonable and reasonably
supportable assumptions that utilise management’s best estimate of the range of
economic conditions.
	 
	 	(ii)	 	Base free cash flow projections should exclude any estimated future cash
inflows or outflows expected to arise from future restructuring or anticipated major
changes in business activities unless contained in the current business plan.
	 
	 	(iii)	 	Projections shall cover 5 years, unless a longer period can be justified. The
free cash flow projections beyond this period should be extrapolated based on the
budgets/forecasts using a steady growth rate for subsequent years unless an
increasing rate can be justified.
	 
	 	(iv)	 	Free cash flows should not include cash inflows or outflows from financial
activities (because the effect of financial structure and related financial
activities is already included in the discount rate).




63









 












	 	3.1.4	 	Discount Rate
	 
	 	 	 	The discount rate applied to the free cash flows must be post tax and reflect the time
value of money and the risks specific to the asset for which the future free cash flow
estimates have not been adjusted. The discount rate shall be equivalent to the Company’s
weighted average cost of capital (“WACC”).
	 
	 	3.1.5	 	Cross-checks






	 	(i)	 	The fair value derived should be cross-checked by the application of an appropriate
multiple to estimated future maintainable earnings. This requires an assessment of:






	 	(a)	 	a maintainable level of earnings which can be sustained by the Company in the
long run;
	 
	 	(b)	 	the selection of an appropriate multiple to apply to the above earnings; and
	 
	 	(c)	 	the identification of any assets or liabilities surplus to the needs of the
business.






	 	(ii)	 	This methodology should only be used where an appropriate multiple can be recognised
or iteration made from broadly comparable companies or transactions.




64









 











Schedule 5

Agreements affecting Licence Companies





	 	 	Part 1 — Pledges
	 
	1.	 	Equity Pledge Agreement in relation to equity interests in Beijing SouFun Internet Information
Service Co., Ltd, between SouFun Media Technology (Beijing) Co., Ltd, Vincent Mo and Jiangong Dai
dated 9 May 2004.
	 
	2.	 	Equity Pledge Agreement, in relation to equity interests in Beijing China Index Information Co.,
Ltd. between SouFun Media Technology (Beijing) Co., Ltd., Beijing Jia Tian Xia Advertising Co.,
Ltd. and Beijing SouFun Internet Information Service Co., Ltd., dated 17 August 2006.
	 
	3.	 	Equity Pledge Agreement, in relation to equity interests in Beijing SouFun Science and
Technology Development Co., Ltd. between SouFun Media Technology (Beijing) Co., Ltd., Vincent Mo
and Jiangong Dai, dated 17 August 2006.
	 
	4.	 	Equity Pledge Agreement in relation to equity interests in Beijing Jia Tian Xia Advertising Co.,
Ltd, between SouFun Media Technology (Beijing) Co., Ltd, Vincent Mo and Jiangong Dai dated 9 May 2004.
	 
	5.	 	Equity Pledge Agreement in relation to equity interests in Shanghai Jia Biao Tang Advertising
Co., Ltd, between SouFun Media Technology (Beijing) Co., Ltd, Beijing Jia Tian Xia Advertising Co.,
Ltd and Beijing SouFun Internet Information Service Co., Ltd., dated 17 August 2006.
	 
	 	 	Part 2 — Call Option Agreements
	 
	1.	 	Exclusive Call Option Agreement, between the Company, SouFun Media Technology (Beijing) Co.,
Ltd, Beijing SouFun Internet Information Service Co., Ltd, Vincent Mo and Jiangong Dai dated 9 May
2004.
	 
	2.	 	Exclusive Call Option Agreement, between SouFun.com Limited, Beijing SouFun Science and
Technology Development Co., Ltd., Vincent Mo, Jiangong Dai and SouFun Media Technology (Beijing)
Co., Ltd., dated 17 August 2006.
	 
	3.	 	Exclusive Call Option Agreement, between SouFun.com Limited, Beijing China Index Information
Co., Ltd., Beijing Jia Tian Xia Advertising Co., Ltd., Beijing SouFun Internet Information Service
Co., Ltd. and SouFun Media Technology (Beijing) Co., Ltd., dated 17 August 2006.
	 
	4.	 	Exclusive Call Option Agreement, between the Company, SouFun Media Technology (Beijing) Co.,
Ltd, Beijing Jia Tian Xia Advertising Co., Ltd, Vincent Mo and Jiangong Dai dated 9 May 2004.
	 
	5.	 	Exclusive Call Option Agreement, between SouFun.com Limited, Shanghai Jia Biao Tang Advertising
Co., Ltd., Beijing Jia Tian Xia Advertising Co., Ltd., Beijing SouFun Internet Information Service
Co., Ltd. and SouFun Media Technology (Beijing) Co., Ltd., dated 17 August 2006.




65









 






	 	 	Part 3 — Loan Agreements
	 
	1.	 	Loan Agreement, between Beijing SouFun Information Consultancy Co., Ltd, Vincent Mo and Hongbing
You, dated 9 May 2004 (for capital increase in Beijing Jia Tian Xia Advertising Co., Ltd, to be
repaid by transfer of equity interests in Beijing Jia Tian Xia Advertising Co., Ltd.).
	 
	2.	 	Supplemental Loan Agreement, between SouFun Media Technology (Beijing) Co., Ltd, Beijing SouFun
Information Consultancy Co., Ltd, Vincent Mo, Hongbing You and Jiangong Dai, dated 9 May 2004 (under which
SouFun Media Technology (Beijing) Co., Ltd adopted rights and
obligations of Beijing SouFun Information Consultancy Co., Ltd.).
	 
	3.	 	Capital Increase Loan Agreement, between SouFun Media Technology (Beijing) Co., Ltd and Vincent
Mo, dated 9 May 2004 (for capital increase in Beijing SouFun Internet Information Service Co., Ltd,
to be repaid by transfer of equity interests in Beijing Jia Tian Xia Advertising Co., Ltd and
Beijing SouFun Internet Information Service Co., Ltd.).
	 
	4.	 	Capital Increase Loan Agreement, between Vincent Mo and Beijing Jia Tian Xia Advertising Co.,
Ltd, dated 9 May 2004 (for capital increase in Beijing SouFun Internet Information Service Co.,
Ltd, to be repaid by transfer of equity interests in Beijing SouFun Internet Information Service
Co., Ltd.).
	 
	5.	 	Capital Increase Loan Agreement, between Jiangong Dai and SouFun Media Technology (Beijing) Co.,
Ltd, dated 9 May 2004 (for capital increase in Beijing SouFun Internet Information Service Co.,
Ltd, to be repaid by transfer of equity interests in Shanghai SouFun Investment Consultancy Co.,
Ltd and Beijing SouFun Internet Information Service Co., Ltd.).
	 
	6.	 	Capital Increase Loan Agreement, between JianGong Dai and Shanghai SouFun Investment Consultancy
Co., Ltd, dated 9 May 2004 (for capital increase in Beijing SouFun Internet Information Service
Co., Ltd, to be repaid by transfer of equity interests in Beijing SouFun Internet Information
Service Co., Ltd.).
	 
	7.	 	Loan Agreement, between SouFun Media Technology (Beijing) Co., Ltd, Vincent Mo and Jiangong Dai,
dated 17 August 2006 (for capital increase in Beijing SouFun Science and Technology Development
Co., Ltd, to be repaid by transfer of equity interests in Beijing SouFun Science and Technology
Development Co., Ltd.).




66









 











Schedule 6

Transitional Business Plan




TRANSITIONAL BUSINESS PLAN (period ending 31 Dec 2006)



GENERAL



For the rest of year 2006, the company will continue its operations as it has been going on.
The goal is to further consolidate our position as the leading real estate and home furnishing
focused Internet company in China. To achieve this goal, we intend to:





	•	 	Further Expand Our National Coverage and Listing Database





Geographic Expansion



Our web site currently provides listing and other real estate information for 39 cities in China,
and over the next several years, we intend to expand our geographic reach to cover 100 cities in
China. We believe that expanding our coverage of various local real estate markets across China
will help solidify our reputation as a nationwide real estate-focused Internet company. We believe
this expansion will also allow us to establish a strong market position in these developing real
estate markets before many of our competitors. We also intend to expand our on-the-ground local
presence through the establishment of additional local offices, which will allow us to interact
directly with local advertisers and members of each local real estate community, and also develop a
deeper understanding of these different local real estate markets.




Enlarge Our Online Real Estate Listing Database



We intend to dedicate resources to increasing the number, quality and geographic coverage of our
property listings. We expect to achieve this through the hiring and training of more personnel,
establishing additional offices, and attracting additional listings from our existing clients for
new, secondary and rental properties. We believe that the increase in listings will help increase
user traffic, which in turn will attract additional listings and more advertisers to our web site.





	•	 	Continue to Strengthen Our Brand and Reputation in the Real Estate and Home Furnishing Industry




We intend to continue strengthening our brand name in the real estate industry, which will allow us
to solidify and broaden our client base by enhancing market awareness of our services and our
ability to target real estate consumers more effectively than other advertising media providers. We
believe that our relationships within the real estate sector, particularly among property
developers, are already strong and well developed, and we intend to further solidify these existing
relationships and to approach new developers by organizing industry events, disseminating useful
real estate research reports and continuing to offer high quality listing and advertising services.
We also believe our real estate related reports are widely used by industry professionals,
government entities, academic institutions and financial institutions and contribute to our
reputation as a leading authority on China’s real estate industry. We intend to continue to
strengthen our research capabilities and industry expertise to further solidify our reputation as a
leading authority on China’s real estate industry.





	•	 	Grow Our Advertiser Base Within and Beyond the Real Estate Sector




Because of its recent emergence and rapid growth, China’s real estate and home furnishing and
improvement sectors are highly fragmented and competitive, and include many small and mid-sized


67









 






enterprises that desire to advertise their products and services and distinguish themselves from
competitors through advertising channels that are targeted, effective and cost-effective. Although
we already count many of China’s largest property developers as listing and advertising clients,
part of our strategy is to introduce to small and mid-sized advertisers the advantages of our web
site as a more targeted and cost-effective advertising medium, as compared to more expensive
traditional advertising media, such as television, outdoor billboard or print media advertising.
Through this strategy, we hope to capture a wider base of advertising clients and a higher portion
of overall advertising spending in China.



As a web site focused primarily on users that are interested in real estate and home-related
information, we believe our users represent a highly desirable group of target customers for
advertisers both within and beyond the real estate and home furnishing and improvement sectors.
Because we believe that many consumers of real estate represent persons or families with increasing
disposable income, we intend to explore opportunities to market our advertising services to
advertisers outside the real estate and home-related sectors, including electronic appliance
retailers, suppliers of financials services and providers of other consumer goods. Particularly in
the more developed real estate markets that we cover, such as Beijing, Shanghai and Shenzhen, where
we have already developed strong advertising, new home listing and secondary and rental property
listing revenues, we intend to pursue this strategy as a means to broaden our overall advertiser
base and expand our sources of revenue. In the other real estate markets that we cover that are
less well developed and in which we currently focus on new property listings, we intend to broaden
our advertiser base to include advertising and listing of secondary and rental properties, as the
secondary and rental property markets begin to grow and develop in these local markets.





	•	 	Enhance the Community-oriented Offerings on Our Web Site




We intend to further develop the quality and functionality of our community-oriented services by,
for example, offering featured online discussions and increasing the amount of user-generated
content in order to increase the number of visitors to our web site who use our community-oriented
offerings. Our strategy is to use our community-oriented offerings to increase user loyalty and
build up a core group of users, which should help us provide more targeted advertising services to
clients and to improve the effectiveness of our advertising services, which we believe will attract
more advertisers to our web site and help us to capture a larger portion of overall advertising
spending from existing and new advertising clients.





	•	 	Continue to Invest in New Technologies and Features of Our Web Site




We intend to continue to invest resources in technology and product development to improve our
systems and introduce new features on our web site. Given the increasing user traffic on our web
site, we believe that it is important to continue to invest in expanding and upgrading our
technology systems in order to maintain and enhance the performance of our web site. We also
believe that the Internet provides many opportunities for offering new features and functionalities
to our web users and developing new services to generate additional revenues. Potential new
features and services we plan to develop include enhanced listing features and other features and
functions on our web site designed to enhance user experience as well as create potential new
sources of revenue, such as auction-based priority listing and providing a platform for electronic
commerce.





	•	 	Pursue Selective Acquisitions and Alliances




Although we have no current agreements or understandings to acquire any specific businesses, we
will from time to time consider the strategic acquisition of assets, technologies and businesses
that are


68









 






complimentary to our business. We also intend to continue pursuing strategic alliances with market
leaders to further broaden our customer base and product and service offerings.




PRODUCTS & SERVICES



Product and services are split by customer segment:





	 	•	 	New Homes: Display and listing advertising for new developments, total web solutions, and
promotional events (mainly developers)
	 
	 	•	 	Home Furnishing/ Improvement: Display and listing advertising for home furnishings, total
web solutions, and industry research and promotion events, targeted mostly at new home buying
process related parties (companies involved in design, decorating, materials etc)
	 
	 	•	 	Resale & Rental: Listing and display advertising for resale and rental properties, industry
research and promotion events (mainly real estate agents and brokers)
	 
	 	•	 	Research: Operations of the China Index Academy, research based branding & listing services,
producing database and research reports for industry and government





BUSINESS DEVELOPMENT



The company will establish a Business Development Department to look for new directions of
expansion, either through internal organic growth or through merger and acquisition when
opportunities present themselves.




MARKETING & SALES



The company will strengthen its hiring and training of sales team and hiring more marketing
staff. A system of nation wide marketing efforts will be initiated.




IT/WEBSITE



Other than routine operations, a new research team will be established to study and plan for
the second generation technology platform for www.SouFun.com. New web sites related to our existing
operations will also be explored and initiated when applicable. More technology and website
information and editorial staffs will be hired with the expansion of more web sites and extra
functions.




HUMAN RESOURCES



We recently hired Ms. Ye Zhu as the new HR director who has extensive experiences with Nasdaq,
Hong Kong Exchange, and mainland China listed companies. She will strengthen the HR system and
enhance hiring, training, and retaining both executives and general staff members.




FINANCE DEPARTMENT



Internal control and financial reporting system will be enhanced. The company plan to hire a
new experienced controller. An upgrade of financial reporting software shall take place together
with extensive training of financial staffs.




69









 








BACK OFFICE SYSTEM



With the aggressive geographic expansion of our business into more cities, a back office
system is necessary to support local operations more effectively. The company will start studying a
suitable Back Office System.




OTHER NEW INITIATIVES



In addition to operating in the ordinary course, Soufun will undertake the following
initiatives:





	 	•	 	Continue planned geographic expansion of the business into 10 new cities (mainly New Homes
business unit), this typically involves:






	 	a.	 	Hiring a local team (sales, editorial, G&A)
	 
	 	b.	 	Establishing a local website
	 
	 	c.	 	Exploring partnership opportunities with local portals and websites
	 
	 	d.	 	Marketing & Sales (trade shows, advertising, face-to-face etc)






	 	•	 	Rapidly grow the Resale & Rental and Home Furnishing business units, by through expanding
into cities where there is already a new homes presence
	 
	 	•	 	Product development and testing in monetising Soufun’s strong “community” operations





FINNANCIAL PROJECTIONS FOR PERIOD ENDING 31, DEC 06 (attached)



SouFun’s revenues are more accurately predicted on a quarterly basis, therefore while monthly
estimates are shown below — there is often variance on a month-by-month basis. The attached
financial projection is an aggressive one and achievability ranges from 80-100%.




SouFun Holdings Limited




Profit and Loss Statement Projection (aggressive projection, achievement from 80-100%)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	USD	 	USD	 	USD	 	USD	 	USD
	 	 	2006 Sep	 	2006 Oct	 	2006 Nov	 	2006 Dec	 	Total
	Sales
	 	 	4,467,762	 	 	 	3,613,589	 	 	 	4,329,210	 	 	 	5,283,622	 	 	 	17,694,183	 
	Business taxes and surcharges
	 	 	(290,405	)	 	 	(234,883	)	 	 	(281,399	)	 	 	(343,435	)	 	 	(1,150,122	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net revenue
	 	 	4,177,358	 	 	 	3,378,705	 	 	 	4,047,811	 	 	 	4,940,187	 	 	 	16,544,061	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cost of sales
	 	 	(846,505	)	 	 	(573,891	)	 	 	(718,044	)	 	 	(708,397	)	 	 	(2,846,837	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gross profit
	 	 	3,330,852	 	 	 	2,804,815	 	 	 	3,329,767	 	 	 	4,231,790	 	 	 	13,697,224	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sales and marketing expenses
	 	 	(1,026,939	)	 	 	(1,158,038	)	 	 	(1,231,620	)	 	 	(1,290,378	)	 	 	(4,706,975	)
	General and administrative expenses
	 	 	(678,684	)	 	 	(695,605	)	 	 	(909,726	)	 	 	(879,846	)	 	 	(3,163,861	)
	R&D expense
	 	 	(150,291	)	 	 	(115,602	)	 	 	(134,568	)	 	 	(162,840	)	 	 	(563,301	)
	Total operating expenses
	 	 	(1,855,913	)	 	 	(1,969,245	)	 	 	(2,275,914	)	 	 	(2,333,065	)	 	 	(8,434,137	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income from operations
	 	 	1,474,939	 	 	 	835,570	 	 	 	1,053,853	 	 	 	1,898,725	 	 	 	5,263,087	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest income
	 	 	14,594	 	 	 	14,619	 	 	 	17,094	 	 	 	18,344	 	 	 	64,652	 
	Exchange gain
	 	 	3,134	 	 	 	2,301	 	 	 	3,320	 	 	 	4,529	 	 	 	13,284	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Profit before income taxes
	 	 	1,492,668	 	 	 	852,490	 	 	 	1,074,267	 	 	 	1,921,598	 	 	 	5,341,024	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income tax expense
	 	 	(96,387	)	 	 	(96,387	)	 	 	(96,387	)	 	 	(96,387	)	 	 	(385,547	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net profit
	 	 	1,396,281	 	 	 	756,104	 	 	 	977,881	 	 	 	1,825,212	 	 	 	4,955,477	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







70











 





Schedule 7

Integration Plan




SOUFUN HOLDINGS LIMITED — INTEGRATION PRINCIPLES



This document is intended to outline the key principles agreed between the parties in
relation to the integration of the Company with Telstra/Sensis.



A detailed integration plan will be agreed and followed post-completion and will include the key
areas which are described herein:




KEY PRINCIPLES




	 	 	 	 	 
	Integration Principle	 	Comment	 	Implication for Integration
	

	 	
	 	
	Sensis will commit resources to assist
the Company

	 	Sensis is anticipating
dedicating
resources to
the Company’s
business on a
full-time
basis.
 

The costs of
these resources
will be
borne by
Sensis, however
this
arrangement
will need to
be
reviewed at
the time of the IPO
	 	Sensis is currently anticipating the following:

•   Senior manager


•   Commercial manager


•   Finance support


•   Sensis specialists as required

	 
	 	 	 	 
	Integration management

	 	Sensis will have a
senior manager
as the
integration
manager, who
will be
the point contact
and “channel”
for
integration
activities	 	 
	 
	 	 	 	 
	Governance Standards

	 	The Company will need to comply
with certain governance
standards required by
Telstra/ Sensis

	 	Example areas include:
	 

	 	

	 	
•   Compliance with relevant Telstra
taxation policies as applicable in PRC
(eg. compliance with relevant
tax laws and regulations, review
of tax return by external adviser
approved by Telstra)


•   Compliance with monthly reporting —
details and process to be
discussed with Sensis


•   Appropriate corporate
governance

	 
	 	 	 	 
	Telstra has a 30 June year 

end

	 	Telstra reports to
a 30 June year
end, which is
different to
the
Company’s 31
Dec year end
	 	•   Telstra will require accounts to be
prepared for the y/e 30 June in order
to be included in our consolidated
accounts will comply with
Australian GAAP. The cost of this
will be borne by Sensis







71









 






	 	 	 	 	 
	Integration Principle	 	Comment	 	Implication for Integration
	 
	 	 	 	 
	 

	 	 	 	•   These accounts will be
subject to a review by
Telstra’s auditors. The full audit
will continue to take place for the
year ending at 31 Dec

	 
	 	 	 	 
	Telstra’s auditors

	 	Telstra’s policy is to use one
audit firm across the
business (currently Ernest &
Young), absent material
reason for using another firm,
and competitive pricing
	 	•   Current plan is for KPMG to continue as
the company auditors
until the year ended 31
Dec 07. The
situation will then
be reviewed by the Company
and Telstra/ Sensis







72









 






MAIN INTEGRATION TASKS




	 	 	 	 	 
	Integration Task1	 	Comment	 	Preferred Timeline2
	Establish monthly
reporting format and
process

	 	For
business
performance
monitoring and
reporting to
Sensis (and
Telstra)
	 	•   Agree final form of
monthly reporting within in
first 60 days following Closing

	 
	 	 	 	 
	Agree board timetable and
establish board
committees

	 	Times and locations
of board
meetings to be
agreed
	 	•   Agree in first 30 days
following Closing

	 
	 	 	 	 
	Bonus scheme

	 	Vincent’s management
agreement
does not yet
include a bonus
scheme. The
intention is for this
to be
approved at the first
board
meeting.
	 	•   Sensis to consult with
Vincent within 60 days of
completion

	 
	 	 	 	 
	2007 Business plan

	 	The Company is
required to
submit its
2007 business plan to
the board
45 days prior to
31 December 2006
Sensis will
provide the
Company
with assistance
in developing
this plan.
	 	•   Sensis to start
assisting the business in
preparing this plan
mid-October

	 
	 	 	 	 
	Business Continuity

	 	The Company does not
have
disaster
recovery
infrastructure
in place
	 	•   The Company and Sensis to
develop a plan to
implement disaster
recovery
infrastructure (plan
developed by end month 3)

	 
	 	 	 	 
	 

	 	 	 	•   Implement business
continuity insurance as
deemed appropriate (if not
covered by IDC’s)

	 
	 	 	 	 
	Sojiji

	 	The business of
Sojiji is included
in the
transaction however
may not
have been
transferred at the
time of
this agreement.
Vincent Mo has
agreed to
transfer this
business,
however it is
immaterial and will
be
done post completion
	 	•   Soufun CFO to determine the
most effective way of
transferring the business


•   Transfer Sojiji business at
earliest convenience (within 6 months)









 




			
	1	 	This list of integration tasks is not exhaustive and additional tasks may be
included by agreement of CEO and Telstra.
	 
	2	 	The details listed in the column represent a ‘preferred’ timeline and as such are
not definitive or exhaustive. To the extent that further actions may be required to
implement the corresponding integration task then these may be added at a later date by
agreement of CEO and Telstra.




73









 










	 	 	 	 	 
	Integration Task1	 	Comment	 	Preferred Timeline2
	 
	Finance and business systems review

	 	Potential to enhance the
performance, efficiency and
reporting capability of the business through
further development of the Company’s systems (finance,
ad management and contract
management) 

Sensis will assess the
possibility for Soufun to leverage Telstra
finance software licenses
	 	•   The Company to review and establish,
Sensis’ assistance, a plan
develop the
system and reporting
capability


•   Planned to start by month 3

	 
	 	 	 	 
	Financial and governance
processes, reporting
and skill base

	 	The business has made many changes already, Sensis will help to
accelerate this to ensure financial reporting and governance is
efficient and to a good standard
	 	•   Help CFO develop and
execute a
“blue-print” for
the finance function
based on review of
internal controls
and reporting

	 
	 	 	 	 
	Tax planning and
processes

	 	Due diligence revealed a number of areas where tax activities of the
company may not be in accordance
with Telstra tax policies
	 	•   Review tax
activities,
planning and process
with the Company’s
CFO to ensure
compliance with
relevant
Telstra tax policies

	 
	 	 	 	 
	Establish approach to
maximise value and
opportunity between the
Company and Sensis
(strategic workshops etc)

	 	The best approach will be
discussed post-completion,
however may involve semi-annual
strategic and business
development workshops
	 	•   Agree best way to achieve
this outcome


•   Agree timetables, location

	 
	 	 	 	 
	Explore opportunities to
enhance the value and
revenues of the Company

	 	These will be assessed in the post-
completion period, but may
include:
	 	•   No specific timeline

	 

	 	
•   Sales effectiveness (eg.
collateral, performance
management etc)


•   New advertising models


•   Increased monetisation of
community sites


•   Training of managers,
leveraging Sensis
experience and know how


•   Improving recruiting
effectiveness leverage
Sensis
	 	 






74









 






	 	 	 	 	 
	Integration Task1	 	Comment	 	Preferred Timeline2
	 
	Monitor the
development of
the Company’s
trademark ownership

	 	The Company is in the process of
seeking trademark registrations
which have been objected to
	 	•   Sensis and the Company
to discuss and develop a
strategy to address this issue

	 
	 	 	 	 
	Trademark control

	 	Trademarks have been transferred
outside the Group Companies to
LicenceCos to comply with MII
Circular
	 	•   The Company to put in
place licence back
arrangements and call
options in respect of
transferred Trademarks
from LicenceCo to the
Company and/or Group
Companies

	 
	 	 	 	 
	Monitor the licensing
situation in respect of the
Group

	 	For example, the current VAS,
VAS Mobile and ICP Licence
situation in the Group is not
satisfactory.
	 	•   Sensis to monitor


•   The Company to ensure
that the correct entities
hold the required licences

	 
	 	 	 	 
	News Posting and Internet
Publishing Activities

	 	The Company currently engages in
activities that could be regarded as
news posting and internet
publishing, however it does not
have the necessary approvals from
the authorities in the PRC.
	 	•   Sensis and the Company
to discuss how best to
proceed in this respect.

	 
	 	 	 	 
	Register property leases

	 	The property leases enjoyed by the
Group Companies are required to
be registered to be enforceable
	 	•   The Company to register
property leases

	 
	 	 	 	 
	Content monitoring system

	 	The Company and Sensis to verify
that there is an adequate
monitoring system to ensure there
is no violation of State secrets
	 	•   The Company to review
and if determined
necessary implement

	 
	 	 	 	 
	Company Structure

	 	The Company secures effective
control of the Licence Companies
through contractual arrangements.
The current plan is to alter the
structure, if feasible, so that the
Licence Companies become
FITE’s or FIAE’s owned either
solely by the Company or under a
JV structure.
	 	•   Sensis to monitor


•   Feasibility study to be
carried out at the
appropriate time in
relation to the conversion
of the Licence Companies
into FITE’s or FIAE’s.


•   The Company to
potentially restructure if
feasible in accordance
with SHA in order to gain
equity interest in the
Licence Companies for
the Company







75









 






	 	 	 	 	 
	Integration Task1	 	Comment	 	Preferred Timeline2
	 
	 	 	 	 
	Security of BBS Users

	 	The Company shoul provide an
adequate system, utilising standard
technical security measures, to
protect the security and integrity of
all BBS users
	 	•   Company to work with
Sensis to ensure
adequate systems are in
place to protect security
and confidentiality of BBS
users.

	 
	 	 	 	 
	Registration of Leases

	 	Certain leases have not been
registered with the relevant
government authorities
	 	•   Company to work with
Sensis to complete
registration of all leases
held by the Company

	 
	 	 	 	 
	Employment contracts

	 	•   Not all employees have
employment contracts,
whilst some employment
contracts have been
entered into by the wrong
entity


•   The staff handbook has not
been made available to
staff
	 	•   All employees should
enter into employment
contracts directly with their
employer


•   Staff handbook to be
distributed to all
employees.

	 
	 	 	 	 
	Social Security Funds

	 	The PRC Subsidiaries and PRC
Affiliates have underpaid certain
social insurance contributions and
housing fund contributions.
	 	•   Company to study and
find a way to solve this
problem








76