Exhibit 4.22


 


FORM OF SHAREHOLDERS’ PROXY AGREEMENT


 


(Summary Translation)


 


This Agreement is made and entered into
by the Parties below on [specify date] in [specify city], People’s Republic of China.


 


1.             [specify
name of a subsidiary of SouFun Holdings Limited] of [specify address] (the “Subsidiary Company”);


 


2.             [specify
name of a consolidated controlled entity] of [specify address] (the “VIE Company”);


 


3.             [specify
name of shareholder of the VIE Company] of [specify address]; and


 


4.             [specify
name of shareholder of the VIE Company] of [specify address].


 


The above 3 and 4 are hereinafter collectively
referred to as the “Shareholders” and the Subsidiary Company, the VIE Company and the Shareholders are hereinafter
collectively referred to as the “Parties.”


 


WHEREAS


 


1.             The
Shareholders are all the current shareholders of the VIE Company, holding all the equity interests in the VIE Company; and


 


2.             Each
of the Shareholders intends to appoint the Subsidiary Company to act as its proxy to exercise its voting rights in the VIE Company,
and the Subsidiary Company intends to accept such appointment.


 


The Parties through friendly negotiations
hereby agree as follows:


 


Article 1


Proxy


 


1.1           The
Shareholders hereby irrevocably appoint the Subsidiary Company, to act as proxy for the Shareholders to exercise their respective
rights described below (the “Proxy Rights”) which the Shareholders are entitled to as shareholders of the VIE
Company under the Articles of Association of the VIE Company:


 


(1)            to
represent the Shareholders to attend meetings of shareholders (“Shareholders Meetings”) of the VIE Company;


 


(2)            to
represent the Shareholders to vote on all matters to be discussed and resolved by the Shareholders;


 


(3)            to
propose to convene interim Shareholders Meetings;


 






     


     


    

 


(4)            other
shareholders’ voting rights under the Articles of Association of the VIE Company (including any other shareholders’
voting rights provided in the amendments to such Articles of Association, if any).


 


1.2           The
Shareholders shall recognize any legal consequence arising out of exercising the aforesaid Proxy Rights by the Subsidiary Company
and shall bear corresponding responsibilities therefor.


 


1.3           The
Shareholders hereby confirm that the Subsidiary Company can exercise the aforesaid Proxy Rights without seeking the opinions of
the Shareholders. The Subsidiary Company shall notify the Shareholders in a timely manner of any resolution, or any proposal to
hold interim Shareholders Meetings, after such resolution or proposal is made.


 


Article 2


Rights to Know


 


2.1           In
order to exercise the Proxy Rights hereunder, the Subsidiary Company is entitled to inspect all relevant information about the
operations, businesses, customers, finances, employees and the like of the VIE Company, and refer to any relevant materials and
documents of the VIE Company and the VIE Company shall render its full cooperation.


 


Article 3


Exercise of the Proxy
Rights


 


3.1           The
Shareholders shall recognize that the Subsidiary Company may re-appoint, when necessary, specific person(s) in itself, to act as
proxy for the Subsidiary Company to exercise any or all of its Proxy Rights within the scope of Article 1 and the Shareholders
shall agree to bear all corresponding legal responsibilities.


 


3.2           The
Shareholders shall render full assistance to the Subsidiary Company in exercising its Proxy Rights, including the timely signing
of resolutions of the Shareholders Meetings or other relevant legal documents of the VIE Company when necessary (e.g. upon the
request of government departments to submit documents for examination and approval, registration and reference).


 


3.3           If,
at any time during the term of this Agreement and for any reason, the Proxy Rights hereunder cannot be granted or exercised (except
for breach of this Agreement by the Shareholders or the VIE Company), the Parties shall forthwith seek a substitute similar to
this Agreement, and sign, when necessary, a supplemental agreement to amend or modify the terms and conditions herein in order
to ensure the continuing performance of this Agreement.


 


Article 4


Exemption and Compensation


 


4.1           The
Parties hereby confirm that the Subsidiary Company shall not be required to bear any responsibility for, or make any compensation,
financially or otherwise, to the other Parties or any third party, with respect to the exercise of the Proxy Rights under this
Agreement.


 






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4.2           The
Shareholders and the VIE Company hereby agree to indemnify the Subsidiary Company for, and hold it harmless against, all losses
suffered or likely to be suffered from exercising the Proxy Rights, including but not limited to any loss resulting from any litigation,
collection, arbitration, claim or administrative investigation or punishment by governmental agency brought by any third party.
However, losses due to intentional or serious misconduct of the Subsidiary Company shall not be compensated.


 


Article 5


Representations and
Warranties


 


5.1           The
Shareholders hereby respectively and jointly represent and warrant as follows:


 


5.1.1        Each
Party is a PRC citizen with full capacity for civil conduct, and has full and independent legal status and capacity to sign, deliver
and perform this Agreement. It can become a party as the subject of litigation independently.


 


5.1.2        Each
Party has full power to sign and deliver this Agreement and all other documents related to the transactions described herein and
to be signed by such Party and each Party has full power to complete the transactions described in this Agreement. This Agreement
shall be binding upon, and may be enforced against, such Party in accordance with the terms and conditions hereunder.


 


5.1.3        Each
Party is a legal shareholder of the VIE Company at the time this Agreement comes into force. Other than the rights defined under
this Agreement, no third-party rights exist in the Proxy Rights. Under this Agreement, the Subsidiary Company may fully and completely
exercise such Proxy Rights in accordance with the Articles of Association of the VIE Company then in effect.


 


5.2           Subsidiary
Company and the VIE Company hereby respectively represent and warrant as follows:


 


5.2.1        Each
Party is a company with limited liability duly organized and validly existing under the laws where it is registered, with the qualification
of independent legal person and fully independent legal status, and is legally competent to execute, deliver and undertake this
Agreement. It can become a party as the subject of litigation independently.


 


5.2.2        Each
Party has full power and authorization to sign and deliver this Agreement and all other documents related to the transactions described
herein and to be signed by such Party; and each Party has full power and authorization to complete the transactions described in
this Agreement.


 


5.3           The
VIE Company hereby declares and warrants as follows:


 


5.3.1        The
Shareholders are all the legal shareholders registered in the VIE Company when this Agreement comes into force. Under this Agreement,
the Subsidiary Company can fully and completely exercise its Proxy Rights in accordance with the Articles of Association of the
VIE Company then in effect.


 






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Article 6


Term of this Agreement


 


6.1           This
Agreement shall come into force upon due execution by the Parties hereof. Unless it is agreed by the Parties to terminate in advance,
the term of this Agreement shall be extended indefinitely, provided that any of the Shareholders remains a shareholder of the VIE
Company.


 


6.2           If
any of the Shareholders transfers all its equity interest in the VIE Company with prior consent of the Subsidiary Company, such
Party shall no longer be a Party herein, but the obligations and undertakings of the other Parties herein shall not be affected.


 


Article 7


Notice


 


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


 


(A)          Notices
given by personal delivery shall be deemed effectively given on the date of personal delivery;


 


(B)          Notices
sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date
on which they were mailed (as indicated by the postmark);


 


(C)          Notices
sent by a courier recognized by the Parties shall be deemed effectively given on the third (3rd) day after they were
sent to such courier service agency; and


 


(D)          Notices
sent by facsimile transmission shall be deemed effectively given on the first business day following the date of transmission,
as indicated on the document.


 


Subsidiary Company: [specify]


Address: [specify]


Fax: [specify]


Tel: [specify]


Attention: [specify]


 


VIE Company: [specify]


Address: [specify]


Fax: [specify]


Tel: [specify]


Attention: [specify]


 


Shareholder: [specify]


Address: [specify]


Fax: [specify]


Tel: [specify]


 






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Shareholder: [specify]


Address: [specify]


Fax: [specify]


Tel: [specify]


 


Article 8


Breach and Liabilities


 


8.1           The
Parties hereby agree and confirm that if one Party (“Breaching Party”) materially breaches any of the agreed
terms and conditions under this Agreement, or materially fails to perform any of its obligations herein, such Breaching Party shall
be deemed to have breached this Agreement (“Breach”), any of the other non-breaching Parties (“Non-Breaching
Parties”) is entitled to request the Breaching Party to redress or take remedial measures within a reasonable time period.
If the Breaching Party, within a reasonable time period or within thirty (30) days upon receiving the written notice from any Non-Breaching
Party requesting redress, but fails to redress or take remedial measures, then (1) the Subsidiary Company shall be entitled to
terminate this Agreement and claim damages from the Breaching Party should the Shareholders or the VIE Company breach this Agreement;
(2) the Non-Breaching Parties shall be entitled to claim damages but not be entitled to terminate or abrogate this Agreement or
trust herein should the Subsidiary Company breach this Agreement.


 


8.2           Notwithstanding
the other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.


 


Article 9


Miscellaneous


 


9.1           This
Agreement is made in Chinese with [specify number] original copies in total, each Party to hold one.


 


9.2           The
Laws of the People’s Republic of China shall govern the conclusion, effectiveness, performance, amendment, interpretation
and termination of this Agreement.


 


9.3           Any
dispute arising hereof or other relevant disputes shall be settled through negotiations. If such dispute cannot be settled within
thirty (30) days after the negotiations start, it shall be submitted to the China International Economic and Trade Arbitration
Commission and arbitrated in Beijing in accordance with the arbitration rules of such arbitration commission. The arbitration award
shall be accepted as final and binding upon the Parties.


 


9.4           Any
rights, power or remedy of the Parties under any term and conditions herein shall not deprive such Parties of any other rights,
power or remedy under the laws and this Agreement. A Party’s exercise of its rights, power and remedy shall not affect the
exercise of its other rights, powers and remedies.


 


9.5           One
Party’s failure to exercise or delay in exercising any of its rights, powers or remedies (“Rights of Such Party”)
under this Agreement or laws shall not lead to the waiver of the Rights of Such Party. Any individual or partial waiver of the
Rights of Such Party shall not deprive such Party’s rights in exercising in other ways of the Rights of Such Party or exercise
other rights of such Party.


 






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9.6           The
title of each article is for reference and shall under no circumstance be used for, or affect, the interpretation of the terms
and conditions hereunder.


 


9.7           Any
of the terms and conditions hereunder can be severed and independent from the others. If one or more of such terms and conditions
shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining terms and conditions hereunder
shall not be in any way affected or impaired.


 


9.8           Any
amendment and supplement to this Agreement shall be made in writing, and come into force upon proper signature by the Parties.


 


9.9           Without
the prior written consent of the other Parties, any Party shall not transfer any of its rights and/or obligations hereunder to
any third party.


 


9.10         This
Agreement shall be binding upon each Party’s legal successors and transferees permitted by the other Parties as if they were
a contracting party to this Agreement.


 


[specify name of Subsidiary Company]


 


	Signed by	 	 


 


	Name of Authorized Representative:	 	 


 


[specify name of VIE Company]


 


	Signed by	 	 


 


	Name of Authorized Representative:	 	 


 


[specify name of Shareholder]


 


	Signed by	 	 


 


[specify name of Shareholder]


 


	Signed by	 	 


 






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