exv4w49






Exhibit 4.49





			
	CONFIDENTIAL	 	EXECUTION VERSION






 



AMENDED AND RESTATED ADVERTISING INVENTORY SALE AGENCY AGREEMENT

 






SINA CORPORATION



and



CHINA ONLINE HOUSING TECHNOLOGY CORPORATION



Dated as of August 31, 2009



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I DEFINITIONS	 	1
	1.01
	 	Certain Defined Terms	 	1
	1.02
	 	Definitions	 	4
	1.03
	 	Interpretation and Rules of Construction	 	6
	ARTICLE II ADVERTISING INVENTORY SALE AGENCY	 	7
	2.01
	 	Offsite Advertising Inventory Sale Agency	 	7
	2.02
	 	Sale Agency for Leju Channel Advertising Inventory	 	9
	2.03
	 	Sale of Derivative Real Estate Advertising	 	10
	2.04
	 	Scope of Authorization	 	11
	2.05
	 	No Partnership	 	11
	ARTICLE III GIVEAWAY OF ADVERTISING INVENTORY	 	11
	3.01
	 	Principle	 	11
	3.02
	 	Giveaway Corresponding to Fixed Location Advertising Inventory	 	11
	3.03
	 	Giveaway Corresponding to Commercial Advertising Inventory	 	12
	ARTICLE IV NON-SALABLE PROMOTION INVENTORY	 	13
	4.01
	 	Internal Advertising Inventory	 	13
	4.02
	 	Content Promotion Location	 	14
	4.03
	 	No Sale	 	15
	4.04
	 	No Carry-Over	 	16
	ARTICLE V CALCULATION AND ADJUSTMENT OF LIST PRICE; ADJUSTMENT OF INVENTORY	 	16
	5.01
	 	Basic Principles	 	16
	5.02
	 	Annual Adjustment of the List Price of Fixed Location Advertising Inventory	 	16
	5.03
	 	Annual Adjustment of Fixed Location Advertising Inventory	 	18
	5.04
	 	Temporary Adjustment of Fixed Location Advertising Inventory	 	18
	5.05
	 	The List Price of Commercial Advertising	 	18
	5.06
	 	The List Price of Giveaway Advertising	 	19
	5.07
	 	The List Price of Internal Advertising Inventory	 	19
	5.08
	 	The Adjustment of Content Promotion Location	 	19
	ARTICLE VI DISTRIBUTION AND PAYMENT OF ADVERTISING REVENUE	 	19
	6.01
	 	Basic Principles	 	19
	6.02
	 	Payment corresponding to Offsite Advertising Inventory	 	19






 









 






	 	 	 	 	 
	 	 	 	 	Page
	6.03
	 	Payment corresponding to Advertising Inventory on Leju Channels	 	21
	6.04
	 	Payment corresponding to Derivative Real Estate Advertising Inventory	 	21
	6.05
	 	Payment under Section 2.01(g)	 	22
	6.06
	 	Payment under Section 2.02(b)	 	23
	6.07
	 	Payment Liabilities	 	23
	ARTICLE VII ADVERTISING REVIEW; ACCESS TO INFORMATION; AUDIT	 	23
	7.01
	 	SINA’s Advertising Review	 	23
	7.02
	 	Leju’s Advertising Review	 	23
	7.03
	 	Access to Information	 	24
	7.04
	 	Audit	 	24
	ARTICLE VIII REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION	 	24
	8.01
	 	Representations, Covenants and Warranties	 	24
	8.02
	 	Indemnification	 	25
	ARTICLE IX EFFECTIVENESS; EXTENSION; TERMINATION	 	25
	9.01
	 	Effectiveness and Term	 	25
	9.02
	 	Termination	 	25
	9.03
	 	Consequence of Termination	 	26
	9.04
	 	Survival	 	27
	ARTICLE X GENERAL PROVISIONS	 	27
	10.01
	 	Confidentiality	 	27
	10.02
	 	Taxes	 	27
	10.03
	 	Expenses	 	28
	10.04
	 	Notices	 	28
	10.05
	 	Public Announcements	 	29
	10.06
	 	Severability	 	29
	10.07
	 	Entire Agreement	 	29
	10.08
	 	Assignment	 	29
	10.09
	 	No Third Party Beneficiaries	 	30
	10.10
	 	Amendment and Waiver	 	30
	10.11
	 	No Presumption	 	30
	10.12
	 	Governing Law	 	30
	10.13
	 	Dispute Resolution	 	30
	10.14
	 	Specific Performance	 	31
	10.15
	 	Force Majeure	 	31
	10.16
	 	Counterparts	 	31
	10.17
	 	Termination of the original Agency Agreement	 	32






 









 






	 	 	 
	 	 	 	 	Page
	Schedule A:

	 	Types of Real Estate Advertising
	Schedule B:

	 	Location of Navigation Bar leading to Leju Channels at SINA Homepage
	Schedule C:

	 	SINA Approval Procedures and Rules
	Schedule D:

	 	Fixed Location Advertising Inventory
	Schedule E:

	 	Content Promotion Location
	Schedule F:

	 	Identified Websites






 









 






AMENDED AND RESTATED ADVERTISING INVENTORY SALE AGENCY AGREEMENT




     This AMENDED AND RESTATED ADVERTISING INVENTORY SALE AGENCY AGREEMENT (this
“Agreement”) is entered into on August 31, 2009 and effective upon the Effective Date (as
defined below) by and between SINA CORPORATION, a corporation organized under the laws of Cayman
Islands (“SINA”), and CHINA ONLINE HOUSING TECHNOLOGY CORPORATION, a corporation
organized under the laws of Cayman Islands (“Leju”; collectively with SINA, the
“Parties”, and individually, the “Party”).



     WHEREAS, SINA and Leju entered into a certain Real Estate Advertising Exclusive Sale Agency
Agreement dated May 8, 2008 (the “Original Agency Agreement”);



     WHEREAS, SINA and CRIC Holdings Limited, a corporation organized under the laws of Cayman
Islands (“CRIC”), entered into a certain Share Purchase Agreement (the “Share Purchase
Agreement”) dated July 23, 2009 and a certain Memorandum of Understanding (the “MOU”)
dated July 29, 2009; and



     WHEREAS, SINA and Leju desire to amend and restate the original Agency Agreement upon, and
subject to, the terms and conditions of the Share Purchase Agreement and the MOU.



     NOW THEREFORE, in consideration of the mutual agreements and promises hereinafter set forth,
and intending to be legally bound, SINA and Leju hereby agree as follows:



ARTICLE I




DEFINITIONS



     1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the
following meanings:



     “Affiliate” means, when used with respect to any specified Person, a Person that
directly or indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, such specified Person. For the purposes of this definition, “control”
(including the terms “controlled by” and “under common control with”) with respect to the
relationship between or among two or more Persons, means the possession, directly or indirectly
or as trustee, personal representative or executor, of the power to direct or cause the direction
of the affairs or management of a Person, whether through the ownership of voting securities, as
trustee, personal representative or executor, by contract, credit arrangement or otherwise.



1









 





     “Advertising Inventory” means any space at Internet webpage which is divided based
on display period and used for posting, placing and offering advertising information and content.



     “Advertising Revenue” means the gross revenue directly earned from sale of
advertising inventory as calculated in accordance with the U.S. GAAP, before excluding any bad
debts and agent rebate.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which
banks are required or authorized by Law to be closed in the PRC.



     “Competitor” means any Person mainly engaged in operating Internet portal website.



     “CRIC Control Change” means (i) the consummation of any acquisition or purchase,
directly or indirectly, by any Person or related group of Persons, that results in a Competitor
owning more ordinary shares in CRIC than E-House, SINA and any of their controlled Affiliate own
in the aggregate or (ii) an event pursuant to which a Competitor acquires the right to nominate a
member to the board of directors of CRIC.



     “Derivative Real Estate Advertising” means any advertising related to real estate,
home furnishing and building materials, and construction services, provided (i) the end
advertiser of such advertising is not real estate developer, seller, leaser or any other agent,
or home furnishing and building materials producer, seller or any other agent, or construction
services provider; or (ii) such advertising is not used directly to promote real estate, home
furnishing and building materials, and construction services, or any brand or image thereof,
including any bank mortgage lending. Any Derivative Real Estate Advertising is subject to mutual
agreement of the Parties pursuant to Section 1.01 (c).



     “Effective Date” means the Closing Date as defined in the Share Purchase Agreement.



     “Government Authority” means any applicable legislative body, regulatory or
administrative authority, agency or commission or any court, board, bureau, instrumentality,
tribunal or judicial or arbitral body.



     “Hong Kong” means the Hong Kong Special Administrative Region of the PRC.



     “Law” means any federal, national, supranational, state, provincial, local or
similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law
(including common law).



2









 





     “Leju Channels” means (i) “real estate” channel on SINA website (whose website is
“house.sina.com.cn”) , (ii) “home furnishing” channel on SINA website (whose website is
“jiaju.sina.com.cn”) , (iii) “construction” (or any other name agreed upon by the parties)
channel to be added at SINA’s website by September 30, 2009, and (iv) the website of “leju.com”;
provided, however that in any event, Leju Channels shall not include any webpage linked to but
outside Leju Channels (including any news page on SINA website). The navigation bars for Leju
Channels at SINA’s homepage are specified in the schedule B hereto.



     “Leju Control Change” means any event that results in the failure to control more
than 50 percent (50%) voting rights of Leju by CRIC (including any of its controlled Affiliate).



     “Leju Wholly-owned Subsidiary” means such Person whose equity or control is wholly
owned, directly or indirectly, by Leju, including Beijing Yisheng Leju Information Services Co.,
Ltd. and any Person whose equity is wholly owned by Beijing Yisheng Leju Information Services
Co., Ltd.



     “List Price” means with respect to a specified advertising inventory, the standard
price applicable to such inventory without discount, as provided and adjusted from time to time
by the owner of such inventory.



     “Non-Real Estate Advertising” means any advertising other than Real Estate Advertising
and Derivative Real Estate Advertising.



     “Person” means any individual, limited liability company, corporation, association,
partnership, business trust, joint stock company, joint venture, trust, estate or other entity or
organization of whatever nature.



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



     “Real Estate Advertising” means the advertising used by (i) real estate developers,
sellers, leasers or any other agents, (ii) home furnishing and building materials producers,
sellers or any other agents, or (iii) construction services provider, each as end advertiser, to
promote the products, services, brands and images set forth in Schedule A hereto, and any other
advertising agreed by the Parties in writing. For avoidance of any doubt, Real Estate Advertising
excludes Derivative Real Estate Advertising.



     “RMB” means the lawful currency of the PRC.



     “SINA Website” means the Internet website of sina.com.cn.



3









 





     “SINA Wholly-owned Subsidiary” means such Person whose equity and control is wholly
owned directly or indirectly by SINA, including such Person who is wholly controlled by SINA by
contract, as well as any other Person whose equity is wholly owned by such Person.



     “U.S.” means the United States of America.



     “U.S. GAAP” means the accounting standards and practices consistently applied
through the period, in effect from time to time and generally accepted in the U.S.



     1.02 Definitions. The following terms have the meanings set forth in the sections set
forth below:



4









 





	 	 	 
	Definition	 	Location
	“HKIAC”
	 	10.13(b)
	“HKIAC Rules”
	 	10.13(b)
	“UIP Change Rate”
	 	5.02(a)
	“UIP Data Notice”
	 	5.02(a)
	“Fixed Location Advertising Location”
	 	5.02(a)
	“Fixed Location Advertising Annual Cap”
	 	2.01(c)(i)
	“Fixed Location Advertising Inventory”
	 	2.01(c)(i)
	“Fixed Location Giveaway Advertising Inventory”
	 	3.02(a)
	“Confidential Information”
	 	10.01
	“MOU”
	 	Recitals
	“Indemnified Party”
	 	8.02
	“Initial Term”
	 	9.01
	“Excluded Advertising Inventory”
	 	2.01(a)
	“Agency Period”
	 	2.01(b)
	“Expiration Date”
	 	9.01
	“Share Purchase Agreement”
	 	Recitals
	“Recipient”
	 	10.01
	“CRIC”
	 	Recitals
	“Leju”
	 	Preamble
	“Leju Agent”
	 	2.02(a)
	“Leju Advertising Inventory Fee”
	 	6.03(a)
	“Leju Advertising Gross Revenue”
	 	2.01(d)
	“Leju Annual Advertising Revenue”
	 	6.02(c)
	“Leju Annual Revenue Notice”
	 	6.02(c)
	“Leju Channel Advertising Inventory”
	 	2.01(d)
	“Leju Approval Procedures and Rules”
	 	2.02(a)
	“Leju Derivative Real Estate Advertising Inventory Fee”
	 	6.04(c)
	“Leju Quarterly Payment”
	 	6.02(b)
	“Leju Quarterly Advertising Revenue”
	 	6.02(b)
	“Leju Quarterly Revenue Notice”
	 	6.02(b)
	“Internal Advertising Annual Cap”
	 	4.01(a)(ii)
	“Internal Advertising Inventory”
	 	4.01(a)
	“Content Promotion Location”
	 	4.02(a)
	“Indemnifying Party”
	 	8.02
	“Disclosing Party”
	 	10.01
	“Identified Brand”
	 	4.03(b)
	“Identified Website”
	 	4.03(b)
	“Commercial Advertising Inventory”
	 	2.01(c)(i)
	“Commercial Giveaway Advertising Inventory”
	 	3.03(a)
	“Parties” or “Party”
	 	Preamble
	“Agreement”
	 	Preamble
	“SINA”
	 	Preamble
	“SINA Agent”
	 	2.01(a)
	“SINA Advertising Inventory Fee”
	 	6.02(a)
	“SINA Approval Procedures and Rules”
	 	2.01(a)
	“SINA Derivative Real Estate Advertising Inventory Fee”
	 	6.04(a)
	“Holiday Giveaway Inventory”
	 	3.02(b)(i)






5









 






	 	 	 
	Definition	 	Location
	“Derivative Advertising Applicantee”
	 	2.03(a)
	“Derivative Advertising Applicant”
	 	2.03(a)
	“Webpage UIP Number”
	 	5.02(a)
	“Original Agency Agreement”
	 	Recital
	“Suspension Notice”
	 	2.01(e)
	“Dispute”
	 	10.13(a)
	“Offsite Advertising Inventory”
	 	2.01(a)
	“Offsite Inventory Cap”
	 	2.01(d)
	“Designated Giveaway Inventory”
	 	3.02(b)(ii)
	“Self-Selected Giveaway Inventory”
	 	3.02(b)(iii)






     1.03 Interpretation and Rules of Construction. In this Agreement, unless the context
otherwise requires: when a reference is made in this Agreement to an Article, section or
Schedule, such reference is to an Article or section of, or a Schedule to, this Agreement unless
otherwise indicated;




     (b) the table of contents and headings for this Agreement are for reference purposes only
and do not affect in any way the meaning or interpretation of this Agreement;




     (c) whenever the words “include,” “includes” or “including” are used in this Agreement,
they are deemed to be followed by the words “without limitation”;




     (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used
in this Agreement, refer to this Agreement as a whole and not to any particular provision of
this Agreement;




     (e) all terms defined in this Agreement have the defined meanings when used in any
document made or delivered pursuant hereto, unless otherwise defined therein;




     (f) the definitions contained in this Agreement are applicable to the singular as
well as the plural forms of such terms;




     (g) any Law defined or referred to herein or in any agreement or instrument that is
referred to herein means such Law as from time to time
 amended, modified or supplemented, including by succession of comparable successor Laws;




     (h) references to a Person are also to its permitted successors and assigns;



6









 






     (i) the use of “or” is not intended to be exclusive unless expressly indicated
otherwise; and




     (j) references to this “Agreement” include the Schedules hereto, and all amendments
hereto made in accordance with the provisions of
Section 10.10.



ARTICLE II




ADVERTISING INVENTORY SALE AGENCY



     2.01 Offsite Advertising Inventory Sale Agency.




     (a) Pursuant to the terms and conditions of this Agreement, SINA shall, and shall procure
any SINA Affiliate operating SINA Website to,
authorize Leju and any Leju Wholly-owned Subsidiary designated in writing by Leju from time to time
(collectively, the “SINA Agent”), as the sole and exclusive agent of SINA for the Real Estate
Advertising during the term hereof, subject to the procedures set forth in Schedule C of the
advertising guidelines and inventory release guidelines of SINA (“SINA Approval Procedures and
Rules”), to sell Advertising Inventory on SINA Website (“Offsite Advertising Inventory”) in
connection with offering of Real Estate Advertising; provided, however, that Offsite Advertising
Inventory shall not include (x) any Advertising Inventory on Leju Channels, and (y) any search
Advertising Inventory on SINA Website (the foregoing Advertising Inventory under (y), “Excluded
Advertising Inventory”). For avoidance of any doubt, during the term of this Agreement, neither
SINA nor any SINA Affiliate operating SINA Website may directly or authorize any Person other than
SINA Agent to sell any Offsite Advertising Inventory in connection with the offering of Real Estate
Advertising. SINA shall have the right to amend the SINA Approval Procedures and Rules from time to
time, provided that such amendment shall also be applicable to any other major advertising
agent of SINA.




     (b) The period commencing from the Effective Date and ending on the Expiration Date shall be
divided into eleven (11) Agency Periods (“Agency Period”), of which the first Agency
Period shall commence on the Effective Date and end on December 31, 2009; each of the second
through the 10th Agency Period shall be equal to one calendar year (commencing on
January 1 and ending on December 31 of such year) commencing on January 1, 2010; and the
11th Agency Period shall commence on January 1, 2019 and end on Expiration Date.




     (c) During each Agency Period, SINA shall provide to SINA Agent Offsite Advertising
Inventory, the total List Price of which shall be the sum of:



7









 






     (i) the total List Price of Advertising Inventory at fixed locations provided by SINA to
SINA Agent and marketable to end advertisers for one or more than one year (“Fixed
Location Advertising Inventory”). The locations, numbers and List Price of the Fixed
Location Advertising Inventory to be provided by SINA to SINA Agent are set forth in Schedule
D (subject to adjustment pursuant to this Agreement). The total List Price of Fixed Location
Advertising Inventory provided by SINA to SINA Agent during any Agency Period (“Fixed
Location Advertising Annual Cap”) shall be equal to (a) the product of RMB nine hundred
and eighty-two thousand (982,000) multiplied by the number of Business Days during such Agency
Period, or (b) such amount as agreed upon by the Parties pursuant to Section 5.03 and/or
Section 5.04(a)(ii); and




     (ii) the total List Price of Advertising Inventory offered by SINA to SINA Agent other
than Fixed Location Advertising, including banner advertising, button advertising and text
linkage (“Commercial Advertising Inventory”). The location and display period in
connection with the offering of Commercial Advertising Inventory shall be determined and
adjusted from time to time upon agreement of the Parties subject to the SINA Approval
Procedures and Rules.




     (d) the total List Price of Offsite Advertising Inventory provided by SINA to SINA Agent in
any Agency Period shall not exceed the product of the total Advertising Revenue earned by Leju
and its Affiliates from the sale of Advertising Inventory at Leju Channels (“Leju Channel
Advertising Inventory”) and Offsite Advertising Inventory in such Agency Period (“Leju
Advertising Gross Revenue”) multiplied by N and further multiplied by four (4) (“Offsite
Inventory Cap”), of which N represents thirty-three percent (33%) for each of the first four
Agency Periods, thirty percent (30%) for each of the 5th to 7th Agency
Periods, and twenty-five percent (25%) for each of the 8th to 11th Agency
Periods.




     (e) Within ten (10) days upon the end of a full quarter during any Agency Period, if SINA
reasonably determines based on the information to its knowledge and/or provided by SINA Agent
that the total List Price of Offsite Advertising Inventory actually sold by SINA Agent during
such quarter has been equal to or more than the amount of Leju Advertising Gross Revenue
multiplied by four (4) and further multiplied by sixty percent (60%), SINA has the discretion to
give a writing notice to Leju (“Suspension Notice”), describing such circumstance and
stating the decision of SINA to suspend providing Commercial Advertising Inventory to SINA Agent
during the remainder of such Agency Period. Upon receipt of Suspension Notice, SINA Agent shall
immediately terminate its sale of any Commercial Advertising Inventory; provided,
however, that Suspension Notice will not have effect on such Commercial Advertising
Inventory the offering of which has been completed or scheduled, and for which SINA Agent has
entered into binding advertising agreement with the advertiser or its agent. When SINA Agent



8









 






provides to SINA true information reasonably evidencing that the total List Price of Offsite
Advertising Inventory actually sold by SINA Agent is less than the product of Leju Advertising
Gross Revenue multiplied by four (4) and further multiplied by forty percent (40%), SINA shall
restore its provision of Commercial Advertising Inventory to SINA Agent, upon which restoration the
Suspension Notice given by SINA shall terminate automatically.




     (f) If the total List Price of any Offsite Advertising actually sold by SINA Agent by
December 31 of any Agency Period fails to reach the Offsite Inventory Cap for such Agency Period,
the shortfall amount shall be automatically reset to zero at 24:00 of such 31st of
December and not be carried over into the next Agency Period.




     (g) Without prior written consent of SINA, SINA Agent may not sale Offsite Advertising
Inventory, or use Offsite Advertising Inventory by way of advertising exchange with other Person,
in connection with the offering of Non-Real Estate Advertising.




     (h) Nothing in this Agreement shall be construed in any way to restrict SINA or any of its
Affiliates from directly selling or authorizing any Person to sell the Excluded Advertising
Inventory for the offering of any kind of advertising (including Real Estate Advertising,
Derivative Real Estate Advertising and Non-Real Estate Advertising). Notwithstanding anything to
the contrary herein, SINA and any of its Affiliates shall have the right to directly sell or
authorize any Person to sell the Offsite Advertising Inventory for the offering of Non-Real
Estate Advertising and Derivative Real Estate Advertising subject to the SINA Approval Procedures
and Rules.



     2.02 Sale Agency for Leju Channel Advertising Inventory.




     (a) Pursuant to the terms and conditions of this Agreement, Leju shall, and shall procure
any Leju Affiliate operating Leju Channels to,
authorize SINA and any SINA Wholly-owned Subsidiary designated by SINA in writing from time to time
(collectively, “Leju Agent”) as the sole and exclusive agent of Leju and subject to the
advertising procedures and inventory release guidelines to be formulated by Leju, if any, which is
applicable to any other major advertising agent of Leju and consistent with the general practice of
Internet advertising industry (“Leju Approval Procedures and Rules”), to sell any
Advertising Inventory on Leju Channels (“Leju Channel Advertising Inventory”) in connection
with offering of Non-Real Estate Advertising during the term hereof. For avoidance of any doubt,
during the term of this Agreement, neither Leju nor any Leju Affiliate operating Leju Channels may
directly or authorize any Person other than Leju Agent to sell Leju Channel Advertising Inventory
in connection with the offering of Non-Real Estate Advertising. Leju shall have the right to amend
the Leju Approval Procedures and Rules from time to time, provided that such amendment
shall



9









 






also be applicable to any other major advertising agent of Leju and consistent with the general
practice of Internet advertising industry.




     (b) Without prior written consent of Leju, Leju Agent may not sell Leju Channel Advertising
Inventory, or use Leju Channel Advertising Inventory by way of advertising exchange with other
Person, in connection with the offering of Real Estate Advertising.




     (c) Nothing in this Agreement shall be construed in any way to restrict Leju or any of its
Affiliates from directly selling or authorizing any Person to sell any Leju Channel Advertising
Inventory in connection with the offering of Real Estate Advertising and Derivative Real Estate
Advertising.



     2.03 Sale of Derivative Real Estate Advertising.




     (a) If any Party (“Derivative Advertising Applicant”) intends to offer any
Derivative Real Estate Advertising on the Advertising Inventory owned by the other Party
(“Derivative Advertising Applicantee”), the Derivative Advertising Applicant, prior
to its first offering of such Derivative Real Estate Advertising, shall give a writing
notice to the Derivative Advertising Applicantee, setting forth the type of the advertiser
and content of the Derivative Real Estate Advertising intended to offer. If the Derivative
Advertising Applicantee in its reasonable judgment believes the advertising described in
such notice is Derivative Real Estate Advertising, it shall give its consent to the
Derivative Advertising Applicant in writing within three (3) days upon its receipt of such
notice. No advertising shall be deemed as Derivative Real Estate Advertising unless and
until agreement by the Parties in writing subject to the procedures of this Section
2.03(a).




     (b) If any type of Derivative Real Estate Advertising has been mutually agreed by the
Parties in writing according to the procedures set forth under Section 2.03(a) of this Agreement,
each Party may offer any Derivative Real Estate Advertising under such type pursuant to Section
2.03 (c) or (d) of this Agreement without regards to the approval procedures set forth under
Section 2.03(a) of this Agreement; provided, however, that each Party may refuse to offer
such particular advertising if such Party raises reasonable challenge as to whether such
particular advertising is under the type of the Derivative Real Estate Advertising mutually
agreed by the Parties in writing under Section 2.03(a) of this Agreement, until and unless such
particular advertising is mutually agreed by the Parties in writing pursuant to Section 2.03(a)
of this Agreement.




     (c) During the term hereof, SINA shall, and shall procure any SINA Affiliate operating SINA
Website to, authorize SINA Agent to sell, on non-sole and non-exclusive basis and subject to the
SINA Approval Procedures and Rules, Advertising Inventory on SINA Website other than



10









 







Leju Channels in connection with the offering of Derivative Real Estate Advertising.




     (d) During the term hereof, Leju shall, and shall procure any Leju Affiliate operating
Leju Channels to, authorize Leju Agent to sell, on non-sole and non-exclusive basis and
subject to the Leju Approval Procedures and Rules (if any), Advertising Inventory on Leju
Channel Advertising Inventory in connection with the offering of Derivative Real Estate
Advertising.




     (e) Nothing in this Agreement shall be construed to restrict any Party from directly or
authorizing any Person to sell any Advertising Inventory owned by such Party in connection
with the offering of any type of Derivative Real Estate Advertising.



     2.04 Scope of Authorization. Unless specifically authorized or provided under this
Agreement, none of the Parties or their respective Affiliates shall have the authority to act as
the agent for or on behalf of, or enter into any document legally binding upon, or incur any
expense or disbursement upon, the other Party or its Affiliates. Unless specifically authorized
or provided under this Agreement, nothing in this Agreement shall be deemed to require one Party
to grant or license any intellectual property or any other technology to the other Party or its
Affiliates.



     2.05 No Partnership. Unless otherwise provided hereunder, nothing in this Agreement
shall create any associations, partnership, joint venture or the relationship of principal and
agent between the Parties, and the Parties shall be, with respect to each other, independent
contractors and neither Party shall obligate the other in any way.



ARTICLE III




GIVEAWAY OF ADVERTISING INVENTORY



     3.01 Principle. Except as provided under this Article 3 hereof, neither Party is
obliged to provide giveaway Advertising Inventory to the other Party.



     3.02 Giveaway Corresponding to Fixed Location Advertising Inventory.




     (a) Corresponding to the Fixed Location Advertising Inventory provided by SINA to SINA
Agent in any Agency Period, SINA shall provide
SINA Agent giveaway Advertising Inventory as follows (“Fixed Location Giveaway Advertising
Inventory”):



     The Fixed Location Giveaway Advertising Inventory provided by SINA to SINA Agent during any
Agency Period shall have a total List Price equal to the product of



11









 




Fixed Location Advertising Annual Cap of such Agency Period multiplied by seventy percent (70%).





     (b) Fixed Location Giveaway Advertising Inventory consists of:




     (i) Fixed location Advertising provided on the days other than Business Days
during an Agency Period (“Holiday Giveaway Inventory”);




     (ii) Subject to the Advertising Inventory giveaway policies made and amended
from time to time by SINA, Advertising Inventory generally identified by SINA on
such channels as digital, chat, picture, forum, mobile phone, books, foods,
Shanghai, Guangdong, military, guests , cartoons, Q&A, weather and F1
(“Designated Giveaway Inventory”). The Designated Giveaway Inventory in an
Agency Period shall have a total List Price equal to the product of the total List
Price of Fixed Location Giveaway Advertising Inventory of such Agency Period
multiplied by sixty percent (60%). SINA is entitled to make reasonable adjustment
to the location and display period in connection with the offering of Designated
Giveaway Inventory according to the Advertising Inventory giveaway policies made
and changed from time to time by SINA; and;




     (iii) Subject to the Advertising Inventory giveaway policies made and amended from time
to time by SINA, such Advertising Inventory on SINA Website as agreed by the Parties
(“Self-Selected Giveaway Inventory”). The Self-Selected Giveaway Inventory in an
Agency Period shall have a total List Price equal to the balance of total List Price of Fixed
Location Giveaway Advertising Inventory less the total List Price of Holiday Giveaway
Inventory, and further less the total List Price of Designated Giveaway Inventory, each in
such Agency Period.




     (c) If the total List Price of Fixed Location Giveaway Advertising actually used by SINA
Agent by December 31 of any Agency Period fails to reach the total List Price of Fixed Location
Giveaway Advertising Inventory provided by SINA to SINA Agent under Section 3.02(a) hereof for
such Agency Period, the shortfall amount shall be automatically reset to zero at 24:00 of such
31st of December and not be carried over into the next Agency Period.



     3.03 Giveaway Corresponding to Commercial Advertising Inventory.




     (a) Corresponding to the Commercial Advertising Inventory provided by SINA to SINA Agent in
any Agency Period, SINA shall provide



12









 







SINA Agent giveaway Advertising Inventory as follows (“Commercial Giveaway Advertising
Inventory”) :



     The Commercial Giveaway Advertising Inventory provided by SINA to SINA Agent during any
Agency Period shall have a total List Price equal to the product of the total List Price of
Commercial Advertising Inventory provided by SINA to SINA Agent during such Agency Period
multiplied by zero point six nine (0.69) and further multiplied by one point five (1.5).




     (b) The location and display period in connection with the offering of Commercial
Giveaway Advertising Inventory will be determined and adjusted by SINA in accordance with the
Advertising Inventory giveaway policies made and amended from time to time by SINA.




     (c) If the total List Price of Commercial Giveaway Advertising actually used by SINA
Agent by December 31st of any Agency Period fails to reach the total List Price of
Commercial Giveaway Advertising Inventory provided by SINA to SINA Agent under Section 3.03(a)
hereof for such Agency Period, the shortfall amount shall be automatically reset to zero at
24:00 of such 31st of December and not be carried over into the next Agency
Period.



ARTICLE IV




NON-SALABLE PROMOTION INVENTORY



     4.01 Internal Advertising Inventory.




     (a) In each Agency Period, SINA shall provide the Advertising Inventory set forth below
(“Internal Advertising Inventory”) to SINA Agent
for the purposes provided under Section 4.03(b) of this Agreement:



     For the first Agency Period, the total List Price of the Internal Advertising Inventory
provided by SINA to SINA Agent shall be the amount of the total List Price of all Advertising
Inventory on the SINA Website actually used for the promotion of SINA’s brand, products, services
and images in the immediately preceding year, multiplied by three percent (3%), further
multiplied by the number of calendar days in the first Agency Period, and divided by 365.



     From and including the second Agency Period to and including the 11th Agency
Period, the total List Price of the Internal Advertising Inventory provided by SINA to SINA Agent
in each Agency Period shall be the following amount, whichever is lower:



13









 






     (i) the total List Price of all Advertising Inventory on the SINA Website actually used
for the promotion of SINA’s brand, products, services and images in the immediately preceding
year multiplied by three percent (3%); provided, for the 11th Agency
Period, it shall be the total List Price of all Advertising Inventory on the SINA Website
actually used for the promotion of SINA’s brand, products, services and images in the
immediately preceding year multiplied by three percent (3%), further multiplied by the number
of calendar days in the first or the 11th Agency Period, as applicable, then
divided by 365; and




     (ii) Internal Advertising Annual Cap (“Internal Advertising Annual Cap”), which
shall be: for the second Agency Period, an amount equal to the total List Price of the Offsite
Advertising Inventory actually sold to clients by SINA Agents in the immediately preceding
Agency Period multiplied by 365, then divided by the number of calendar days in such
immediately preceding Agency Period; for each of the Agency Period from and including the
third Agency Period to and including the 10th Agency Period, an amount equal to
the total List Price of the Offsite Advertising Inventory actually sold to clients by SINA
Agents in the immediately preceding Agency Period; and for the 11th Agency Period,
an amount equal to the total List Price of the Offsite Advertising Inventory actually sold to
clients by SINA Agents in the immediately preceding Agency Period multiplied by the number of
calendar days in the 11th Agency Period, then divided by 365.




     (b) Upon Leju’s request and subject to SINA’s consent, SINA may provide additional Internal
Advertising Inventory to SINA Agent for the purposes provided under Section 4.03(b) in this
Agreement.



     4.02 Content Promotion Location.




     (a) Within the term of this Agreement, SINA shall provide the Content Promotion Location
set forth in Schedule E of this Agreement
(“Content Promotion Location”) to SINA Agent for the purposes provided under Section
4.03(b) in this Agreement.




     (b) Leju shall, and shall cause SINA Agent to, examine and censor any content published on
any Content Promotion Location. Similarly, SINA shall have the right to examine and censor any
content published by SINA Agent on any Content Promotion Location. Leju shall, and shall cause
SINA Agent to, remove any offending content including, but not limited to, any illegal materials,
pornographic, obscene or sexually explicit materials, materials of a violent nature, or
politically sensitive materials, as soon as possible after it becomes aware of such offending
content but in no event later



14









 







than the timeframe prescribed by the Governmental Authority after receipt of oral or written notice
from SINA or such Governmental Authority. Any SINA Agent’s failure to comply with this Section
4.02(b) shall be deemed a material breach of this Agreement by Leju. Without limiting the foregoing
obligations, Leju acknowledges that SINA shall have the right to remove such offending content from
the Content Promotion Location.




     (c) In the event SINA receives notice from any Governmental Authority that the Content
Promotion Location contain any offending Content where (i) the basis or nature of such offense
has not previously been identified by any Governmental Authority as offensive or inappropriate
and (ii) SINA Agent has not also received notice from such Governmental Authority, SINA shall
promptly notify Leju of SINA’s receipt thereof. Leju shall, and shall cause SINA Agent to, then
use best efforts to remove such content as soon as possible in accordance with the instructions
of such Governmental Authority. Notwithstanding the foregoing or anything in Section 8.02 to the
contrary, in the event SINA fails to notify Leju of SINA’s receipt of such notice from a
Governmental Authority, such that SINA Agent does not have sufficient time to remove such
offending content, SINA Agent shall not be liable for any fines or penalties imposed by a
Governmental Authority in connection with such offending content.



     4.03 No Sale.




     (a) Without SINA’s prior written consent, SINA Agent shall not sell, assign, exchange,
lease, license or transfer the Internal Advertising
Inventory and/or Content Promotion Location in other manners.




     (b) Internal Advertising Inventory and Content Promotion Location shall only be used for (i)
the promotion of the websites under the name of Leju and any Leju Wholly-owned Subsidiary, and
brands, images, products and services of Leju and any Leju Wholly-owned Subsidiary
(“Identified Brand”), (ii) the setup of external links connecting to the websites set
forth in Schedule F of this Agreement (“Identified Website”), and (iii) the publishing of
real estate related ranking list prepared by CRIC or any of its Affiliate. For avoidance of
doubt, without SINA’s prior written consent, SINA Agent may not promote, publish, post, display
or imply any of “”, “CRIC” or similar brand, identification, trademark, trade name, image, graph,
character, typeface, symbol and information on the Internal Advertising Inventory and/or Content
Promotion Location, shall not set up any external links connecting to any website, domain name or
webpage other than Identified Website on the Internal Advertising Inventory and/or Content
Promotion Location, and shall not promote or publish any brand, image, product and service other
than Identified Brand, with exception of the real estate related ranking list prepared by CRIC
and any of its Affiliate.



15









 





     4.04 No Carry-Over. As of December 31 of any Agency Period, if SINA Agent fails to
actually use all Internal Advertising Inventory and Content Promotion Location provided by SINA
pursuant Section 4.01 and Section 4.02 of this Agreement in such Agency Period, such unused parts
will be reset automatically on 24:00 of such 31st of December and shall not be
carried over to the next Agency Period by any means.



ARTICLE V




CALCULATION AND ADJUSTMENT OF LIST PRICE; ADJUSTMENT OF INVENTORY



     5.01 Basic Principles. Any adjustment to the List Price of Advertising Inventory
pursuant to this Agreement shall not apply to the Advertising Inventory with respect to which any
SINA Agent has completed advertising, fixed the advertising schedule and entered into legally
binding advertising agreement with corresponding advertiser or its agent pursuant to this
Agreement at the time of such adjustment.



     5.02 Annual Adjustment of the List Price of Fixed Location Advertising Inventory.
Without affecting the Fixed Location Advertising Annual Cap, starting from 2011, Parties shall
adjust the List Price of Fixed Location Advertising Inventory on November 15 of each Agency
Period pursuant to the following provisions:




     (a) Prior to November 5th of each Agency Period, SINA shall send a written
notice (“UIP Data Notice”) to Leju specifying the number calculated by SINA based upon
its daily monitoring data for (i) the unique IP address visits (“UIP”) to the webpage/channel
where each Fixed Location Advertising Inventory is located (“Fixed Location Advertising
Location”) from January 1st to October 31st of such Agency Period
(“Webpage UIP Number”), and (ii) the change of the Webpage UIP Number for each Fixed
Location Advertising Location of such Agency Period from the immediately preceding Agency
Period, calculated according to following formula and expressed in percentage (“UIP Change
Rate”): UIP Change Rate = (CR – PR)÷ PR × 100%, where:



     CR represents the Webpage UIP Number of such Fixed Location Advertising Location in such Agency
Period; and



     PR represents the Webpage UIP Number of such Fixed Location Advertising Location in the
immediately preceding Agency Period.




     (b) Prior to November 15th, the Parties shall adjust the List Price of each
Fixed Location Advertising Location in written pursuant to the following provisions:



16









 






     (i) With respect to Fixed Location Advertising Location, if the UIP Change Rate of such
Agency Period is zero (0), the List Price applicable to such Fixed Location Advertising Location
for the next Agency Period will remain unchanged;




     (ii) With respect to Fixed Location Advertising Location, if the UIP Change Rate of such
Agency Period is not equal to zero (0), the List Price applicable to such Fixed Location
Advertising Location for the next Agency Period will be an amount equal to the List Price of such
Fixed Location Advertising Location in such Agency Period multiplied by (1+R), of which R
represents the UIP Change Rate of such Fixed Location Advertising Location in such Agency Period,
expressed in percentage; provided, if the UIP Change Rate exceeds positive fifteen
percent (+15%), R shall be positive fifteen percent (+15%); if the UIP Change Rate is less than
negative fifteen percent 
(-15%), R shall be negative fifteen percent (-15%).




     (iii) If the total amount of the List Price of all Fixed Location Advertising Location after
the forgoing adjustment exceeds the Fixed Location Advertising Annual Cap, SINA shall have the
right to remove appropriate amount of Fixed Location Advertising Location from the list of the
Fixed Location Advertising Location of such Agency Period, and treat the rest Fixed Location
Advertising Inventory as the Fixed Location Advertising Inventory provided by SINA to SINA Agents
for the next Agency Period, so that the total amount of the List Price of the Fixed Location
Advertising Inventory provided by SINA to SINA Agents for the next Agency Period shall be equal
to the Fixed Location Advertising Annual Cap. Without prejudice to the rights of SINA to remove
Fixed Location Advertising Location under this Section 5.02(b) (iii) and subject to compliance
with Section 2.01 of this Agreement, the Parties shall negotiate to agree upon the specific
location and/or number of Fixed Location Advertising Location to be removed.




     (iv) If the total List Price of all Fixed Location Advertising Location after the forgoing
adjustment is lower than the Fixed Location Advertising Annual Cap, Leju will be entitled to
request SINA to provide more Fixed Location Advertising Location, as appropriate, in addition to
these Fixed Location Advertising Locations set forth in the list of Fixed Location Advertising
Location for such Agency Period. Such additional Fixed Location Advertising Location and the
Fixed Location Advertising Location of such Agency Period shall be collectively constitute the
Fixed Location Advertising Location of such Agency Period provided by SINA to SINA Agents for the
next Agency Period, so as to ensure the total List Price of the Fixed Location Advertising
Inventory provided by SINA to SINA Agents for the next Agency Period be equal to the Fixed
Location Advertising Annual Cap. Without prejudice to the rights of Leju to request additional
Fixed Location Advertising Location under this Section 5.02(b)(iv) and subject



17









 







to compliance with Section 2.01 of this Agreement, the Parties shall negotiate to agree on the
specific advertising location and/or numbers of such increased Fixed Location Advertising
Location. The List Price of such increased Fixed Location Advertising Location shall be
determined pursuant to Section 5.04(b).



     5.03 Annual Adjustment of Fixed Location Advertising Inventory. Leju shall provide
to SINA a written report on or before the 15th day of November in each Agency Period
during the term of this Agreement, setting forth the total List Price (which amount may be equal
to, larger, or lower than the Fixed Location Annual Cap of such Agency Period), locations and
numbers of the Fixed Location Advertising Inventory that SINA Agent plans to sell in the
immediately next Agency Period. Upon receipt of such written report, the Parties shall negotiate
the items listed therein in good faith and reach agreement in writing no later than the
15th day of January in the immediately next Agency Period. The Fixed Location Annual
Cap, and locations and numbers of Fixed Location Advertising Inventory available in the
immediately next Agency Period shall be those as agreed by the Parties in writing.



     5.04 Temporary Adjustment of Fixed Location Advertising Inventory. Except for any
adjustment set forth in Section 5.02 and Section 5.03, if any Party of this Agreement intends to
(i) change the location of the Fixed Location Advertising Inventory or replace the former Fixed
Location Advertising Inventory with new Fixed Location Advertising Inventory, in each case
without affecting Fixed Location Annual Cap, or (ii) increase or reduce Fixed Location
Advertising Inventory, such Party shall deliver a written notice to the other Party sixty (60)
days in advance, which specifies the detailed proposal of the change of Fixed Location
Advertising Inventory and the effective time of such change. Upon receipt of such written notice
by the other Party, the Parties shall negotiate to agree on the plan of the change of Fixed
Location Advertising Inventory and conclude such agreement in writing.




     (b) With respect to any increased Fixed Location Advertising Location pursuant to Section
5.02, Section 5.03 and 5.04(a), its List Price shall be calculated in accordance with the
following methods:




     (i) If the increased Fixed Location Advertising Location has not been sold, its List
Price shall be mutually agreed by Parties;




     (ii) If the increased Fixed Location Advertising Location has been actually sold,
its List Price shall be equal to the List Price fixed and
announced by SINA according to its uniform price policy at that time.



     5.05 The List Price of Commercial Advertising. SINA shall have the right to adjust
the List Price of Commercial Advertising Inventory according to its uniform price policy from
time to time.



18









 





     5.06 The List Price of Giveaway Advertising. SINA shall have the right to adjust the
List Prices of Fixed Location Giveaway Advertising Inventory and Commercial Giveaway Advertising
Inventory according to its uniform price policy and giveaway policy of Advertising Inventory from
time to time.



     5.07 The List Price of Internal Advertising Inventory. SINA shall have the right to
adjust the List Prices of Internal Advertising Inventory according to its uniform price policy
from time to time.



     5.08 The Adjustment of Content Promotion Location. Under the following
circumstances, the Party proposing the change of Content Promotion Location shall notify the
other Party in written and at least sixty (60) days in advance of the proposal and time of the
change. Upon the receiving of such written notice by the other Party, Parties shall negotiate to
resolve the issue of change of Content Promotion Location:




     (i) SINA needs to modify the webpage where the Content Promotion Location locates;




     (ii) Leju need to increase Content Promotion Location or relocate the existing
Content Promotion Location; or




     (iii) Other circumstances mutually agreed by Parties.



ARTICLE VI




DISTRIBUTION AND PAYMENT OF ADVERTISING REVENUE



     6.01 Basic Principles. Unless expressly agreed in this Agreement or by Parties
otherwise, either Party shall have no right to collect, share or claim any Advertising Revenue,
agency commission, sales commission or charges in other manners from the other Party, or request
the other Party to bear any costs and expenses.



     6.02 Payment corresponding to Offsite Advertising Inventory.




     (a) As the consideration for the Advertising Inventory provided and the sales agency of
Advertising Inventory granted by SINA to SINA
Agents for each Agency Period pursuant to Section 2.01, Article 3 and Article 4 of this Agreement,
SINA shall have the right to collect the following charges (“SINA Advertising Inventory Fee”) from
SINA Agents:




     (i) If the total List Price of Offsite Advertising Inventory actually sold by SINA Agents
in such Agency Period does not exceed Offsite Inventory Cap, the SINA Advertising Inventory
Fee of such



19









 







Agency Period shall be the product of the total List Price of Offsite Advertising Inventory
actually sold by SINA Agents in such Agency Period multiplied by twenty-five percent (25%),
further multiplied by fifteen percent (15%).




     (ii) If the total List Price of Offsite Advertising Inventory actually sold by SINA
Agents in such Agency Period exceeds Offsite Inventory Cap of such Agency Period, the SINA
Advertising Inventory Fee of such Agency Period shall be the sum of (i) the product of the
Offsite Inventory Cap of such Agency Period multiplied by twenty-five percent (25%) and
further multiplied by fifteen percent (15%), plus (ii) the amount calculated in accordance
with the following formula:




(LR - M) × 25% × 85%, of which: LR represents the total List Price of Offsite Advertising
Inventory actually sold by SINA Agents in such Agency Period, and M represents the Offsite
Inventory Cap of such Agency Period.




     (b) Within thirty (30) Business Days following the end of each calendar quarter, Leju shall
submit a written notice (“Leju Quarterly Revenue Notice”) to SINA, truly presenting (i)
the total amount of the List Price of Offsite Advertising Inventory actually sold by SINA Agents;
and (ii) the Advertising Revenue generated from the Offsite Advertising Inventory actually sold
by SINA Agents and the Advertising Revenue generated from the Advertising Inventory on Leju
Channels actually sold by Leju and its Affiliate (collectively, “Leju Quarterly Advertising
Revenue”). Simultaneously with the submission of Leju Quarterly Revenue Notice to SINA, Leju
shall, and shall cause each SINA Agent to, pay the charge calculated on the following method to
the bank account designated by SINA (“Leju Quarterly Payment”):




Leju Quarterly Payment shall be an amount equal to the product of total List Price of Offsite
Advertising Inventory actually sold by SINA Agents in such quarter multiplied by twenty five
percent (25%) and further multiplied by fifteen percent (15%).




SINA shall issue invoices to SINA Agents within three (3) Business Days upon receiving the Leju
Quarterly Payment.




     (c) Within thirty (30) Business Days following the end of each Agency Period, Leju shall
submit a written notice (“Leju Annual Revenue Notice”) to SINA, which truly reveals in
such Agency Period (i) the total amount of the List Price of Offsite Advertising Inventory
actually sold by SINA Agents; and (ii) the Advertising Revenue generated from the Offsite
Advertising Inventory actually sold by SINA Agents and the Advertising Revenue generated from the
Advertising Inventory on Leju Channels actually sold by Leju and its Affiliate (collectively,
“Leju Annual Advertising



20









 




Revenue”). If the aggregate amount of each Leju Quarterly Payment paid by Leju to SINA in
such Agency Period is lower than the SINA Advertising Inventory Fee payable by SINA Agent to SINA
pursuant to Section 6.02(a) of this Agreement, Leju shall, and shall cause each SINA Agent to, pay
the shortfall amount therefrom to a bank account designated by SINA simultaneously with submission
of the Leju Annual Revenue Notice to SINA. SINA shall issue invoice to Leju within three (3)
Business Days upon its receipt of such shortfall amount. If the aggregate amount of each Leju
Quarterly Payment paid by Leju to SINA in such Agency Period is higher than the SINA Advertising
Inventory Fee payable by SINA Agent to SINA pursuant to Section 6.02(a) of this Agreement, SINA
shall pay the excess amount therefrom to a bank account designated by Leju within three (3)
Business Days upon its receipt of Leju Annual Revenue Notice submitted by Leju. SINA and Leju shall
jointly make invoice adjustment in accordance with applicable financial regulations within three
(3) Business Days upon receipt of such excess amount by Leju, so as to make the invoiced amount
consistent with the amount actual paid by SINA Agents.




     6.03 Payment corresponding to Advertising Inventory on Leju Channels.




     (a) As the consideration for the Advertising Inventory provided and the sales agency of
Advertising Inventory granted by Leju to Leju Agents pursuant to Section 2.02, Leju shall
have the right to collect the following charges (“Leju Advertising Inventory Fee”)
from Leju Agent:




Leju Advertising Inventory Fee shall be an amount equal to the product of the Advertising Revenue
generated from the sale of Advertising Inventory on Leju Channels by Leju Agents multiplied by
eighty-five percent (85%).




     (b) Within thirty (30) Business Days following the end of each calendar quarter, SINA shall
submit a written notice to Leju, truly presenting the Advertising Revenue generated from the sale
of Advertising Inventory on Leju Channels by Leju Agents during such quarter. Simultaneously with
such submission, SINA shall, and shall cause each Leju Agent to, pay the Leju Advertising
Inventory Fee calculated pursuant to Section 6.03(a) of this Agreement to a bank account
designated by Leju. Leju shall issue invoice to Leju Agents within three (3) Business Days upon
its receipt of the Leju Advertising Inventory Fee.



     6.04 Payment corresponding to Derivative Real Estate Advertising Inventory.




     (a) As the consideration for the Advertising Inventory provided and the sales agency of
Advertising Inventory granted by SINA to SINA Agents pursuant to Section 2.03(c), SINA
shall have the right to collect the




21











 





     following charges (“SINA Derivative Real Estate Advertising Inventory Fee”) from SINA
Agents:




SINA Derivative Real Estate Advertising Inventory Fee is equal to eighty-five percent (85%) of
the Advertising Revenue generated from the Advertising Inventory on the SINA Website but other
than Leju Channels sold by SINA Agents pursuant to Section 2.03(c) of this Agreement.




     (b) Within thirty (30) Business Days following the end of each calendar quarter, Leju
shall submit a written notice to SINA, truly presenting the Advertising Revenue generated from
the sale of Advertising Inventory on the SINA Website (other than Leju Channels) during such
quarter by SINA Agent pursuant to Section 2.03(c) of this Agreement. Simultaneously with such
submission, Leju shall, and shall cause each SINA Agent to, pay SINA Derivative Real Estate
Advertising Inventory Fee calculated pursuant to Section 6.04(a) to a bank account designated
by SINA. SINA shall issue invoice to SINA Agents within three (3) Business Days upon its
receipt of SINA Derivative Real Estate Advertising Inventory Fee.




     (c) As the consideration for the Advertising Inventory provided and the sales agency of
Advertising Inventory granted by Leju to Leju Agents pursuant to Section 2.03(d), Leju shall
have the right to collect the following charges (“Leju Derivative Real Estate Advertising
Inventory Fee”) from SINA:




Leju Derivative Real Estate Advertising Inventory Fee is equal to eighty-five percent (85%) of
the Advertising Revenue generated from the Advertising Inventory on Leju Channels sold by Leju
Agents pursuant to Section 2.03(d) of this Agreement.




     (d) Within thirty (30) Business Days following the end of each calendar quarter, SINA
shall submit a written notice to Leju, truly presenting the Advertising Revenue generated from
the sale of Advertising Inventory on Leju Channels during such period by Leju Agents pursuant
to Section 2.03(d) of this Agreement. Simultaneously with such submission, SINA shall, and
shall cause each Leju Agent to, pay Leju Derivative Real Estate Advertising Inventory Fee
calculated pursuant to Section 6.04(c) to a bank account designated by Leju. Leju shall issue
invoice to Leju Agents within three (3) Business Days upon its receipt of the Leju Derivative
Real Estate Advertising Inventory Fee.



     6.05 Payment under Section 2.01(g). For any Advertising Inventory sold by SINA Agents in
violation of Section 2.01(g) of this Agreement, SINA shall have the right to collect entire
Advertising Revenue from SINA Agents.



22









 





     6.06 Payment under Section 2.02(b). For any Advertising Inventory sold by Leju Agents in
violation of Section 2.02(b) of this Agreement, Leju shall have the right to collect entire
Advertising Revenue from Leju Agents.



     6.07 Payment Liabilities.




     (a) For any payment maid by SINA Agents to SINA pursuant to this Article 6, Leju shall
assume irrevocable joint and several liability to SINA.




     (b) For any payment payable by Leju Agent to Leju pursuant to this Article 6, SINA shall
assume irrevocable joint and several liability to Leju.



ARTICLE VII




ADVERTISING REVIEW; ACCESS TO INFORMATION; AUDIT



     7.01 SINA’s Advertising Review.




     (a) Subject to prior review of SINA, SINA Agent may offer any advertising in compliance
with SINA Approval Procedures and Rules on any SINA Advertising Inventory, including Internal Advertising Inventory, that may be sold and used by
SINA Agent under this Agreement.




     (b) SINA shall have refusal right to place and release an advertising if such advertising is
deemed to be against to Section 2.01(g) and/or Section 4.03(b) of this Agreement after SINA’s
review of such advertising submitted by SINA Agent pursuant to Section 7.01(a) of this Agreement.
And SINA shall have right to immediately terminate the release and remove such advertising if
SINA finds that any advertising placed by SINA Agent is against to Section 2.01(g) and/or Section
4.03(b) of this Agreement.



     7.02 Leju’s Advertising Review.




     (a) Subject to reasonable prior review of Leju, Leju Agent may offer any advertising in
compliance with Leju Approval Procedures and Rules
on any Leju Advertising Inventory that may be sold by Leju Agent under this Agreement.




     (b) Leju shall have refusal right to place and release an advertising if such advertising is
deemed to be against to Section 2.02(b) of this



23









 







Agreement after Leju’s review of such advertising submitted by Leju Agent pursuant to Section
7.02(a) of this Agreement. And Leju shall have right to immediately terminate the release and
remove such advertising if Leju finds that any advertising placed by Leju Agent is against to
Section 2.02(b) of this Agreement.



     7.03 Access to Information. From the date hereof until six months after the expiration of
this Agreement, upon reasonable notice, each Party shall cause its officers, directors,
employees, agents, representatives, accountants and counsel to: (i) afford the officers,
employees, agents, accountants, counsel and representatives of the other Party reasonable access,
during normal business hours, to the books and records of such Party and (ii) furnish to the
officers, employees, agents, accountants, counsel and representatives of the other Party such
additional financial and operating data and other information (or legible copies thereof) as the
other Party may from time to time reasonably request.



     7.04 Audit. In order to verify the accuracy of any written notice or report (including but
not limited to Leju Quarterly Revenue Notice and Leju Annual Revenue Notice, but excluding any
written notice issued by any Party pursuant to Section 9.02 of this Agreement) issued by the
other Party, each Party may, within six months upon its receipt of such notice or report, retain
an external auditor (which auditor shall be qualified under U.S. GAAP) to audit the books and
records of the other Party. Any such audit may be conducted only with reasonable notice, during
the normal business hours of the Party under audit, and at the sole cost and expense of the
auditing Party.



ARTICLE VIII




REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION



     8.01 Representations, Covenants and Warranties.




     (a) Each Party represents and warrants to the other Party that (i) it has the requisite
corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder; (ii) the execution, delivery and performance of
this Agreement by it and the consummation by it of the transactions contemplated hereby are in
compliance with its registered business scope, have been duly authorized and approved by all
necessary board and shareholder action, and will not conflict with any Law or Governmental Order
applicable to it or result in the breach of or require any consent under, contract, agreements or
other legal documents that have binding effect on it; and (iii) it is not subject to any bankruptcy
or insolvency proceedings.




     (b) Each Party acknowledges and undertakes to perform this Agreement in accordance with PRC
and any other applicable Law, including without limitation designating any of its duly qualified
Affiliate to exercise its rights and perform its obligations under this Agreement, and cause
their



24









 






respective Affiliates de facto performing this Agreement to enter into further agreement, in each
case to comply with applicable requirement under PRC Law. For avoidance of doubt, each Party is
liable to perform any of its obligations under this Agreement if any of its Affiliate fails to do
so.



     8.02 Indemnification. Each Party agrees to defend, indemnify and hold the other Party and
its Affiliates, directors, officers, employees, and agents harmless from all claims, demands,
suits, causes of action, losses, damages, judgments, costs and expenses (including reasonable
attorneys’ fees and arbitration fees) from and against any and all direct losses and foreseeable
indirect losses suffered or incurred by them arising out of or resulting from any breach of such
Party of any provision of this Agreement.



ARTICLE IX




EFFECTIVENESS; EXTENSION; TERMINATION



     9.01 Effectiveness and Term. The term of this Agreement (the “Initial Term”) shall be ten
(10) years commencing from the date of this Agreement. Within twelve months before expiration
date (the “Expiration Date”) of the Initial Term, Parties shall endeavor to negotiate the
extension of this Agreement.



     9.02 Termination.




     (a) This Agreement may be terminated by unanimous consent of SINA and Leju.




     (b) If a Party to this Agreement is unable to pay its matured debt,
bankruptcy or entering into bankruptcy or liquidation procedure and such
bankruptcy or liquidation procedure has not been cancelled within seven (7) days, the other Party
may terminate this Agreement.




     (c) SINA may terminate this Agreement by providing prior written notice to Leju
upon:




     (i) Occurrence of Leju Control Change without prior SINA’s written consent;




     (ii) Occurrence of CRIC Control Change;




     (iii) The material default or breach by Leju or its any affiliate of any
provision of this Agreement, and, if such default or breach is capable
of cure, such default or breach continues uncured for a period of thirty (30) days after receipt of
written notice thereof; provided,



25









 







however, that in the event that Leju has in good faith commenced cure within such thirty (30) day
period, but cannot practically cure such default or breach within such thirty (30) day period, the
Parties shall negotiate a reasonable additional period (not more than sixty (60) days) to cure. The
Parties hereby agree and acknowledge that if SINA Agent sells or provides any Advertising Inventory
against Section 2.01(g) and/or Section 4.03(b) of this Agreement and advertising revenue, which is
caused by such activity in any calendar quarter, is five percent (5%) more than Leju Advertising
Revenue of such quarter, and such event shall be deemed one of the events that constitute a
material breach of this Agreement by Leju.




     (d) Leju may issue a written notice to SINA to terminate this Agreement upon:




     (i) The material default or breach by SINA or its any affiliate of any provision of this
Agreement, and, if such default or breach is capable
of cure, such default or breach continues uncured for a period of thirty (30) days after receipt of
written notice thereof; provided, however, that in the event that SINA has in good faith commenced
cure within such thirty (30) day period, but cannot practically cure such default or breach within
such thirty (30) day period, the Parties shall negotiate a reasonable additional period (not more
than sixty (60) days) to cure. The Parties hereby agree and acknowledge that if Leju Agent sells or
provides any Advertising Inventory against Section 2.02(b) of this Agreement and advertising
revenue, which is caused by such activity in any calendar quarter, is five percent (5%) more than
Leju Advertising Revenue of such quarter, and such event shall be deemed one of the events that
constitute a material breach of this Agreement by SINA.



     9.03 Consequence of Termination. Upon the termination of this Agreement:




     (a) all rights or interest granted to SINA Agents or Leju Agents, as the
case may be, shall immediately terminated;




     (b) SINA Agent shall immediately cease agency sale of any Advertising
Inventory (including Giveaway Advertising Inventory) that is
provided by SINA pursuant to this Agreement; and cease to utilize any Internal Advertising
Inventory or Content Promotion Location that is provided by any SINA pursuant to this Agreement;




     (c) Leju Agent shall immediately cease agency sale of any Advertising Inventory that is provided
by Leju pursuant to this Agreement; and



26









 







Any amounts owing from one Party to the other Party shall be paid within 10 Business Days after
the termination of this Agreement.



     9.04 Survival. The duties and obligations of the Parties under Section 8.02, Section 9.03
and Article 10 shall survive any termination or expiration of this Agreement.



ARTICLE X




GENERAL PROVISIONS



     10.01 Confidentiality. In performing its obligations under this Agreement, either Party (the
“Recipient”) may obtain certain confidential information (“Confidential Information”) of the
other Party (the “Disclosing Party”). For purposes of this Agreement, “Confidential Information”
shall mean information, documents and other tangible things, provided by either Party to the
other, in whatever form, relating to such Party’s business and marketing, including such Party’s
financial information, personal information, customer lists, service plans and marketing plans,
whether alone or in its compiled form and whether marked as confidential or not. The Recipient
shall maintain in confidence all Confidential Information and shall not disclose such
Confidential Information to any third party without the express written consent of the other
Party except to those of its employees, subcontractors, consultants, representatives and agents
as are necessary in connection with activities as contemplated by this Agreement. In maintaining
the confidentiality of Confidential Information, the Recipient shall exercise the same degree of
care that it exercises with its own confidential information, and in no event less than a
reasonable degree of care. The Recipient shall ensure that each of its employees, subcontractors,
consultants, representatives and agents holds in confidence and makes no use of the Confidential
Information for any purpose other than those permitted under this Agreement or otherwise required
by law. Upon request by the other Party, the Recipient shall return, destroy or otherwise handle
as instructed by the other Party, any documents or software containing such Confidential
Information, and shall not continue to use such Confidential Information. The obligation of
confidentiality contained in this Section 10.01 shall not apply to the extent that (a) the
Recipient is required to disclose information by order or regulation of a Governmental Authority
or a court of competent jurisdiction; provided, however, that the Recipient shall not make any
such disclosure without first notifying the other Party and allowing the other Party a reasonable
opportunity to seek injunctive relief from (or a protective order with respect to) the obligation
to make such disclosure; or (b) the Recipient can demonstrate that (i) the disclosed information
was at the time of such disclosure to the Recipient already in (or thereafter enters) the public
domain other than as a result of actions of the Recipient, its directors, officers, employees or
agents in violation hereof, (ii) the disclosed information was rightfully known to the Recipient
prior to the date of disclosure, or (iii) the disclosed information was received by the Recipient
on an unrestricted basis from a source unrelated to any Party and not under a duty of
confidentiality to the other Party.



     10.02 Taxes. Each Party shall be responsible for taxes that should be born by its in
accordance with applicable Law. If any Party pays any taxes that should have been born by the
other Party in accordance with Law, such other Party shall reimburse such Party



27









 




within seven (7) days after its receipt of documentation evidencing such tax payment so incurred by
such Party.




     10.03 Expenses. Except as otherwise specified in this Agreement, all costs and expenses,
including but not limited to the fees and disbursements of legal counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions contemplated in this
Agreement shall be paid by the Party incurring such costs and expenses.



     10.04 Notices. All notices, requests, demands, claims and other communications required or
permitted to be delivered, given or otherwise provided under this Agreement must be in writing
and must be delivered, given or otherwise provided




     (a) by hand (in which case, it shall be effective upon delivery);




     (b) by telecopy with confirmation by overnight delivery as provided in clause (c)
below (in which case, it shall be effective upon receipt of
confirmation of good transmission); or




     (c) by overnight delivery by a internationally recognized courier service (in which case, it
shall be effective on the second (2nd) business day after being deposited with such courier
service);




     in each case to the address (or telecopy number) listed below:


if to SINA:



SINA Corporation

20/F Beijing Ideal International Plaza

No. 58 Northwest 4th Ring Road

Haidian District, Beijing, 100090

People’s Republic of China

Facsimile: +86 10 8260 7166

Attention: Head of Legal Department (Xie Guomin)



Copy to (which shall not constitute any notice):



Shearman & Sterling LLP

12th Floor East Tower, Twin Towers

B-12 Jianguomenwai Dajie

Beijing 100022, China

Facsimile: +86 10 6563 6001

Attention: Lee Edwards, Esq.






28









 







if to Leju:


China Online Housing Technology Corporation

20/F Beijing Ideal International Plaza

No. 58 Northwest 4th Ring Road

Haidian District, Beijing, 100090

People’s Republic of China

Facsimile: +86 10 8260 7166

Attention: Luo Jun



Copy to (which shall not constitute any notice):



Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

12 Queen’s Road Central, Hong Kong

Facsimile: +852 3740 4727

Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.




     Each Party shall be entitled to specify a different address by giving notice as aforesaid to the
other Party.



     10.05 Public Announcements. No Party hereto shall make, or cause to be made, any press
release or public announcement in respect of this Agreement or the transactions contemplated
hereby or thereby or otherwise communicate with any news media without the prior written consent
of the other Party, and the Parties shall cooperate as to the timing and contents of any such
press release or public announcement.
Notwithstanding the foregoing, where an announcement is required by Law, the Party required to make
such an announcement shall notify the other Party of such (and provide a copy of such to the other
Party) as soon as practicable in advance of such announcement and, to the extent practical, take the views of the
other Party in respect of such announcement into account prior to making such announcement.



     10.06 Severability. If any term or other provision of this Agreement is held to be invalid,
illegal or incapable of being enforced by any rule of Law, or public policy, it shall be severed
from the remainder of this Agreement, which shall remain in full force and effect unless the
severed provision is essential to the rights or benefits intended by the Parties. In such event,
the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in a mutually acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the
fullest extent possible.



     10.07 Entire Agreement. This Agreement constitutes the entire agreement of the Parties
hereto pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.



     10.08 Assignment. This Agreement and any rights or authority granted hereunder shall not be
assigned or transferred by either Party, including by operation of law, merger or otherwise,
without the express written consent of the other Party; Nevertheless,



29









 




either Party may assign or transfer this Agreement and any rights or authority granted under this
Agreement to the Person who holds all shares directly or indirectly and has the controlling power
(including the Person who is wholly controlled through the contractual arrangement) without the
consent of the other Party.




     10.09 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to
the benefit of the Parties and their permitted assigns and successors, and nothing herein,
express or implied, is intended to or shall confer upon any other person or entity, any legal or
equitable right, benefit or remedy of any nature whatsoever, under or by reason of this
Agreement.



     10.10 Amendment and Waiver. Any provision of this Agreement may be amended if, and only if,
such amendment is in writing and signed by all Parties hereto, and any provision of this
Agreement may be waived if, and only if, such waiver is in writing and signed by the Party
against whom the waiver is to be effective. No failure or delay by any Party in exercising any
right, power or privilege hereunder (other than a failure or delay beyond a period of time
specified in this Agreement) shall operate as a waiver thereof and no single or partial exercise
thereof shall preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by Law.



     10.11 No Presumption. The Parties acknowledge that each has been represented by counsel in
connection with this Agreement and the transactions contemplated by this Agreement. Accordingly,
any applicable law that would require interpretation of any claimed ambiguities in this Agreement
against the Party that drafted it has no application and is expressly waived. If any claim is
made by a Party relating to any conflict, omission or ambiguity in the provisions of this
Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement
was prepared by or at the request of any Party or its counsel.



     10.12 Governing Law. This Agreement and any dispute, controversy or claim arising from or in
connection with this Agreement or its subject matter shall be governed by, and construed in
accordance with, the Laws of Hong Kong.



     10.13 Dispute Resolution. Any dispute, controversy or claim arising out of or relating to
this Agreement or its subject matter (including any dispute regarding the existence, validity,
formation, effect, interpretation, performance or termination of this Agreement) (each a
“Dispute”) shall be finally settled by arbitration.




     (b) The arbitration venue shall be Hong Kong, and the arbitration shall be administered
by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC
Administered Arbitration Rules then in force (the “HKIAC Rules”).




30












 






     (c) The arbitration tribunal shall consist of three (3) arbitrators, whose
appointment shall be in accordance with HKIAC Rules.




     (d) Arbitration proceedings (including but not limited to any arbitral award
rendered) shall be in Chinese.




     (e) Subject to the approval of the tribunal, any Dispute which arises subsequent to
the commencement of arbitration of any existing Dispute(s), shall be resolved by the tribunal already appointed to hear the existing Dispute(s).




     (f) The award of the arbitration tribunal shall be final and conclusive and binding
upon the parties as from the date rendered.




     (g) Judgment upon any award may be entered and enforced in any court having
jurisdiction over a party or any of its assets. For the purpose
of the enforcement of an award, the Parties irrevocably and unconditionally submit to the
jurisdiction of any competent court and waive any defenses to such enforcement based on lack of
personal jurisdiction or inconvenient forum.



     10.14 Specific Performance. Both Parties acknowledges and agrees that irreparable damages
will be incurred and monetary compensation is not sufficient for the breach of the Agreement in
all circumstances if any of the provisions of this Agreement are not performed in accordance with
their specific terms, Accordingly, in addition to any other right or remedy to which each Party
may be entitled, at law or in equity, each Party shall be entitled to enforce any provision of
this Agreement by a decree of specific performance and to temporary, preliminary and permanent
injunctive relief to prevent breaches or threatened breaches of any of the provisions of this
Agreement, without posting any bond or other undertaking.



     10.15 Force Majeure. Neither Party shall be liable for failure to perform any of its
obligations under this Agreement during any period in which such Party cannot perform due to
hacker attack, fire, flood or other natural disaster, war, embargo, riot or the intervention of
any Governmental Authority, provided, however, that the Party so delayed immediately notifies the
other Party of such delay. In no event shall such nonperformance by one Party be excused due to
any such event for longer than ninety (90) days.



     10.16 Counterparts. This Agreement may be executed and delivered (including execution and
delivery by facsimile transmission) in one or more counterparts, and by the different Parties
hereto in separate counterparts, each of which when executed and delivered shall be deemed to be
an original but all of which taken together shall constitute one and the same agreement. Copies
of executed counterparts transmitted by telecopy or other electronic transmission service shall
be considered original executed counterparts for purposes of this Section 10.16.



31









 





     10.17 Termination of the original Agency Agreement. Both Parties agree that the original
Agency Agreement shall be terminated immediately and shall not be in force any longer upon the
Effective Date. And for the avoidance of doubt, no provision of the original Agency Agreement
shall remain effective upon such termination.



[SIGNATURES ON NEXT PAGE]






32









 








     IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first written above.



	 	 	 	 	 
	 	SINA CORPORATION

 	 
	 	By:  	/s/ Charles Chao
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CHINA ONLINE HOUSING TECHNOLOGY

CORPORATION

 	 
	 	By:  	/s/ Xin Zhou
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



33









 






	 	 	 	 	 



Schedule A : Types of Real Estate Advertising





	1	 	Developer’s Advertising:






	 	1.1	 	Industrial Real Estate
	 
	 	 	 	industrial factory, industrial park, logistics
warehouses, industrial land and demand land
	 
	 	1.2	 	Commercial Real Estate
	 
	 	 	 	shopping center, office building, multiplex,
hotel/reception and entertainment and design of commercial real estate
	 
	 	1.3	 	Residential Real Estate
	 
	 		 	ordinary residence, garden house, apartment, villa
	 
	 	1.4	 	Tourism Real Estate
	 
	 	 	 	holiday villa, Park house, leisure house






	2	 	Home Construction Material Advertising:






	 	2.1	 	Building Ceramics
	 
	 	 	 	tile, interior wall tile, exterior wall tile, paving
tile, mosaic, waist line and crystal
	 
	 	2.2	 	Bath & Toilet Appliances
	 
	 	 	 	bathtub, basin, stool/urinal/bidet, shower
room, facet, shower cabin, bathroom mirror and components
	 
	 	2.3	 	Kitchen Appliances
	 
	 	 	 	integrated kitchen, wall cabinet, kitchen cabinet and
countertop
	 
	 	2.4	 	Residence Vertical Transportation
	 
	 	 	 	residence lift, panorama lift,
escalator, cargo life, service lift and moving pavement
	 
	 	2.5	 	HVAC System
	 
	 	 	 	central air conditioning, ventilation, heating supply,
cleaning/air condition for computer room, fresh air ventilator, heat collecting
system, waterway system and HVAC control
	 
	 	2.6	 	Healthcare Facilities
	 
	 	 	 	swimming pool, playground, flooring equipment,
sport and leisure equipment, flower stand and dustbin
	 
	 	2.7	 	Landscape Material
	 
	 	 	 	flower and seeding, gardening material, water and
spring, lighting, scene,
decoration material and flooring material
	 
	 	2.8	 	Floor
	 
	 	 	 	Laminate floor, solid wood floor, bamboo floor, cork floor, solid laminate floor,
plastic floor and anti-static floor




 









 












	 	2.9	 	Drop Ceiling
	 
	 	 	 	ceiling joist , ceiling and daylight plate
	 
	 	2.10	 	Coating
	 
	 	 	 	interior wall coating, exterior wall coating, floor coating, roof
coating, ceiling coating, anti-corrosion coating and waterproof coating
	 
	 	2.11	 	Parking Lot
	 
	 	 	 	traffic control management, traffic safety facilities, traffic
system software, smart parking lot, auto parking system and garage door
	 
	 	2.12	 	Door & Window
	 
	 	 	 	wood door & window, steel door & window, revolving door,
burglarproof door, automatic door, plastic door & window, cast iron door & window,
plastic-steel door & window, stainless steel door & window, aluminum door & window, glass
steel door & window and garage door
	 
	 	2.13	 	Glass Curtain Wall
	 
	 	 	 	visible frame glass curtain wall, half invisible/ invisible
frame glass curtain wall, suspended full glass curtain wall and point-supported glass
curtain wall
	 
	 	2.14	 	Firefighting
	 
	 	 	 	fire alarm equipment, fire prevention materials and related
products, firefighting equipment, emergency life-saving equipment, electrical fire safety
products and personnel protective equipment
	 
	 	2.15	 	water supply and drainage
	 
	 	 	 	water, electricity and HVAC, pipeline and sewage
system
	 
	 	2.16	 	Electrical
	 
	 	 	 	switch, plug and wire cable
	 
	 	2.17	 	Stone Material
	 
	 	 	 	stone care, artificial stone, cleaving stone, cultured stone,
granite, marble, sandstone and artistic component
	 
	 	2.18	 	Roofing Materials and Technology
	 
	 	 	 	roofing materials and technology
	 
	 	2.19	 	System Integrator
	 
	 	 	 	smart building system, building facades system, HVAC system,
residential lighting system, real estate information management system, water supply and
drainage system, building energy-saving system, integrated kitchen, integrated bathroom,
building automatic control system, security systems and electrical automation system




 









 












	3	 	Real Estate Service Advertising:






	 	3.1	 	Real Estate Enterprise Consultancy
	 
	 	 	 	investment and financing consultancy,
management consultancy, engineering consultancy, legal consultancy, financial
consultancy, accumulation fund loan, real estate securities agent and real estate
investment fund
	 
	 	3.2	 	Real Estate Planning Agency
	 
	 	 	 	real estate market research, real estate
consultancy, pre-planning and real estate sales agent
	 
	 	3.3	 	Construction/Planning
	 
	 	 	 	urban planning, land planning, exploration and
design, construction design, engineering decoration design and curtain wall design
	 
	 	3.4	 	Property Management
	 
	 	 	 	property management of residence, commercial and
office buildings
	 
	 	3.5	 	Landscape Planning & Design
	 
	 	 	 	urban landscape planning, residential
landscape planning,
tourism area landscape planning, commercial landscape planning, environmental art
and R&D of gardening items
	 
	 	3.6	 	Garden Landscape Engineering
	 
	 	 	 	landscape greening engineering, garden
greening, ancient architecture in garden and garden supervisor
	 
	 	3.7	 	Exterior & Interior Design
	 
	 	 	 	exterior design, interior design, finished
flat /show flat design and business space design
	 
	 	3.8	 	Digital Building
	 
	 	 	 	building animation, indoor effect picture, virtual
reality, animated TV advertising, bid animation and multimedia/ E-Brochure
	 
	 	3.9	 	Building Model
	 
	 	 	 	design and manufacture of building model, building model
material and building structure model
	 
	 	3.10	 	Building Construction
	 
	 	 	 	building construction, fine decorated
construction, external power project, reinforcement and reconstruction, project
management, fire protection engineering and power transmission and distribution
engineering
	 
	 	3.11	 	Commercial Real Estate Operation and Management
	 
	 	 	 	commercial investment
and financing, business planning, business invitation




 









 






	 	 	 	service, business management and business






	 	3.12	 	Real Estate Appraisal / Survey
	 
	 	 	 	real estate appraisal / survey
	 
	 	3.13	 	Project Bidding Agency
	 
	 	 	 	project bidding agency
	 
	 	3.14	 	Land Auction Agency
	 
	 	 	 	land auction agency




 









 











Schedule B: Location of Navigation Bar leading to Leju Channels at SINA Homepage



Note: the arrows in the following captured screen point to the locations of “real estate”, “home
furnishing” and “health” of Leju Channels in the Navigation Bar of SINA Homepage, among which,
“health” will be renamed as “construction” or other name otherwise agreed by both Parties.









 









 








Schedule C: SINA Approval Procedures and Rules




A. Inventory Approval Procedures











 









 








B. Contract Approval Procedures










 









 








C. Modification Procedures










 









 








D. Advertising Inventory Release Rules





	1.	 	Any Offsite Advertising Inventory (including Fixed Location Advertising
Inventory) made available by SINA from time to time under its advertising filing system
that has not been reserved and that SINA Agent intends to acquire in connection with the
offering of any type of advertising contemplated under this Agreement shall be subject to
the approval procedures set forth under this Schedule C, and shall:






	 	i.	 	be reserved under such advertising filing system no less than twenty-five
(25) Business Days prior to its offering, and completed with contract approval
procedures within twenty-five (25) Business Days upon such reserve; or
	 
	 	ii.	 	be reserved under such advertising filing system no less than fifteen
(15) Business Days prior to its offering, produced into a draft contract form
within fifteen (15) Business Days upon such reserve, and completed with contract
approval procedures no less than three (3) Business Days prior to its offering.






	2.	 	Any Offsite Advertising Inventory unavailable under the advertising filing system
(“Non-standard Inventory”) that SINA Agent intends to acquire in connection with the
offering of any type of advertising contemplated under this Agreement shall be subject to
the approval procedures provided under this Schedule C, produced into a draft contract
form within five (5) Business Days upon the generation of the Non-standard Inventory in
the Non-standard Inventory list, and completed with contract approval procedures within
ten (10) Business Days upon the production of such draft contract form.
	 
	3.	 	SINA is entitled to release any foregoing Advertising Inventory in connection
with the offering of any advertising other than Real Estate Advertising and to any and all
revenue arising therefrom if SINA Agent fails to comply with the procedures and/or time
requirements provided under this Schedule C.




 









 











Schedule D: Fixed Location Advertising Inventory




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Unit List Price	 	 	 	 	 	Total List Price
	 	 	 	 	(RMB/Piece/Paid	 	 	 	 	 	(RMB/Paid
	Channel	 	Location	 	Day)	 	Piece	 	Day)
	SINA Homepage
	 	top to bottom	 	 	20,500	 	 	 	20	 	 	 	410,000
	SINA Homepage
	 	top to right side	 	 	17,000	 	 	 	9	 	 	 	153,000
	SINA Homepage
	 	top to left side	 	 	16,000	 	 	 	9	 	 	 	144,000
	SINA Homepage
	 	top to bottom	 	 	8,000	 	 	 	20	 	 	 	160,000
	SINA Homepage
	 	small scroll bar	 	 	9,000	 	 	 	5	 	 	 	45,000
	SINA Homepage
	 	top to bottom text link	 	 	5,500	 	 	 	8	 	 	 	44,000
	SINA Homepage
	 	left side flash (two rounds)	 	 	13,000	 	 	 	2	 	 	 	26,000
	 
	 	 	 	 	 	 	 	 	 	 	 	Total:  	982,000





Note: for each Agency Period, Business Day is paid day and non-Business Day belongs to Holiday
Giveaway Inventory. The number of the paid day is 251 in a whole calendar year. If the Agency
Period is shorter a whole calendar year (like the 1st and 11th Agency
Period), the number of the paid day will be equal to that of all Business Day during such Agency
Period. Accordingly, unless adjusted pursuant to Section 5.03 and/or Section 5.04(a)(ii) of this
Agreement, the Fixed Location Advertising Annual Cap for each Agency Period from the
2nd to 10th Agency Period is RMB 246,482,000, and the Fixed Location
Advertising Annual Cap for 1st and 11th Agency Period will be RMB982,000
multiplied by the number of Business Day during each period respectively.




 









 








Schedule E : Content Promotion Location




	 	 	 	 	 	 	 	 	 	 	 
	Channel	 	Location Name	 	Reference Webpage	 	Piece	 	Note
	SINA Homepage

	 	Auto/Real Estate
	 	http://www.sina.com.cn/
	 	5.5	 	 	 	 
	News Center

	 	Category I— Brief
News
	 	http://news.sina.com.cn/
	 	2/3	 	 	 	Not a whole piece
	 

	 	Category II—
Scroll News
	 	http://news.sina.com.cn/
	 	7	 	 	 	Middle bar
	 

	 	 	 	 	 	5	 	 	 	Left Sidebar
	 

	 	 	 	 	 	6	 	 	 	Right Sidebar
	 

	 	Pictures Channel
	 	http://news.sina.com.cn/photo/
	 	1	 	 	 	Navigation Picture
	Blog Channel

	 	Category II — Real
Estate
	 	http://blog.sina.com.cn/
	 	10		 	 	Middle bar
	 

	 	 	 	 	 	12	 	 	 	Left Sidebar
	 

	 	 	 	 	 	10	 	 	 	Right Sidebar
	Finance Channel

	 	Category I —	 	 	 	 	 	 	 	 
	 

	 	Finance News
	 	http://finance.sina.com.cn/
	 	3	 	 	 	Middle bar
	 

	 	 	 	 	 	3	 	 	 	Left Sidebar
	 

	 	Finance Channel
	 	http://finance.sina.com.cn/money/index.shtml
	 	Crosscutting
	 	Mortgage Calculator
	BBS

	 	Category II
	 	http://bbs.sina.com.cn/
	 	Crosscutting
	 	 






 









 






Schedule F: Identified Websites





	1.	 	Leju Channels






	2.	 	dichan.com






	3.	 	winfang.com