[FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The] [MEMORANDUM AND ARTICLES OF ASSOCIATION OF Leju Holdings Limited Incorporated on 19 November 2013 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2013 Revision) MEMORANDUM OF ASSOCIATION OF Leju Holdings Limited 1. The name of the Company is Leju Holdings Limited 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Floor 4,] [THE COMPANIES LAW (2013 REVISION) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LEJU HOLDINGS LIMITED 樂居控股有限公司 (Adopted by a Special Resolution passed on March 10, 2014 and The name of the Company is Leju Holdings Limited 樂居控股有限公司 . The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand] [Our ref LWP/618586-000008/6880440v2 Direct +852 2971 3096 E-mail lorraine.pao@maplesandcalder.com Leju Holdings Limited 15/F, Shoudong International Plaza No.5 Building, Guangqu Home Dongcheng District Beijing 100022 People’s Republic of China 12 March 2014 Dear Sirs Leju Holdings Limited We have acted as Cayman Islands legal advisers to Leju Holdings Limited Company Registration Statement ADSs Shares (the “ 1 Documents Reviewed For the] [LEJU HOLDINGS LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Leju Holdings Limited 2013 Share Incentive Plan (the “ the Cayman Islands Company (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun] [FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT Agreement Company Indemnitee (this “ WHEREAS , it is essential to the Company that it be able to retain and attract the most capable persons available as directors and officers; WHEREAS , increased corporate litigation has subjected directors and officers to litigation risks and expenses, and the limitations on the availability of directors] [EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the term of] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Exclusive Call Option Agreement In Respect Of Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Xudong ZHU Identity Card No.: 2. Zuyu DING Identity Card No.: Company Shareholder] [LOAN AGREEMENT BETWEEN XUDONG ZHU ZUYU DING AND SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 10, 2011 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. XUDONG ZHU Identity Card Number: 2. ZUYU DING Identity Card Number: Borrowers (XUDONG ZHU and ZUYU DING are collectively referred to as the “ 3. SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. Lender] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Xudong ZHU ID Card No.: 2. Zuyu DING] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Xudong ZHU, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Equity Pledge Agreement regarding Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Xudong ZHU Identity Card No.: 2. Zuyu DING Identity Card No: Pledgor Pledgors (Xudong ZHU and Zuyu DING] [EXCLUSIVE TECHNICAL SUPPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of May 8, 2008 by and between the following Parties: Shanghai SINA Leju Information Technology Co., Ltd. Party A: Address: Room 22, Floor 11, No. 838 Dongfang Road, Pudong New District, Shanghai Beijing Yisheng Leju Information Service Co., Ltd. Party B: Address: Room 802, Ideal Plaza,] [Zuyu DING Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Exclusive Call Option Agreement In Respect Of Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No.: Company Shareholder Company Shareholders] [LOAN AGREEMENT BETWEEN Zuyu DING AND SHANGHAI YI YUE INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 20, 2011 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. ZUYU DING Identity Card Number: 2. WEIJIE MA Identity Card Number: Borrowers (ZUYU DING and WEIJIE MA are collectively referred to as the “ 3. SHANGHAI YI YUE INFORMATION TECHNOLOGY CO., LTD. Lender (the “] [Zuyu DING Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Zuyu DING ID Card No.: 2. Weijie MA ID Card] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Zuyu Ding Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Equity Pledge Agreement Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No: Zuyu DING Weijie MA Pledgor Pledgors ( 3. Shanghai Yi] [EXCLUSIVE TECHNICAL SUPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of December 5, 2011 by and between the following Parties: Shanghai Yi Yue Information Technology Co., Ltd. Party A: Address: Room 404, Building 1, No. 84, Lane 453, Hutai Road, Shanghai Shanghai Yi Xin E-Commerce Co., Ltd. Party B: Address: Room 103, Building 1, No. 84,] [Zuyu DING Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Exclusive Call Option Agreement In Respect Of Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No.: Company Shareholder Company Shareholders (Zuyu] [LOAN AGREEMENT BETWEEN Zuyu DING AND BEIJING MAITENG FENGSHUN SCIENCE AND TECHNOLOGY CO., LTD. DATED FEBRUARY 1, 2012 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. ZUYU DING Identity Card Number: 2. WEIJIE MA Identity Card Number: Borrowers (ZUYU DING and WEIJIE MA are collectively referred to as the “ 3. BEIJING MAITENG FENGSHUN SCIENCE AND TECHNOLOGY CO., LTD. Lender] [Zuyu DING Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Zuyu DING ID Card No.: 2. Weijie MA ID Card No:] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Zuyu Ding Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Equity Pledge Agreement Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No: Zuyu DING Weijie MA Pledgor Pledgors ( 3. Beijing Maiteng Fengshun] [EXCLUSIVE TECHNICAL SUPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of April 1, 2012 by and between the following Parties: Party A: Beijing Maiteng Fengshun Science and Technology Co., Ltd. Address: Room 811, No. 58, North Sihuan West Road, Haidian District, Beijing Party B: Beijing Jiajujiu E-Commerce Co., Ltd. Address: Room 1513, 15/F, No. 5 Building,] [CONFIDENTIAL EXECUTION VERSION ADVERTISING INVENTORY SALE AGENCY AGREEMENT SINA CORPORATION and LEJU HOLDINGS LIMITED Dated as of March 7 , 20 14 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] [AMENDED AND RESTATED DOMAIN NAME AND CONTENT LICENSE AGREEMENT “Agreement”) This Amended and Restated Domain Name and Content License Agreement (the 7 , 2014, by and between Beijing SINA Internet Information Service Co., Ltd. ( 北京新浪互 联 信息服 务 有限公司 “Licensor”) (“Licensee” “Parties” “Party”) ), a limited liability company organized under the laws of the People’s Republic of China (hereinafter] [AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT “Agreement”) This Amended and Restated Trademark License Agreement (the 7 , 2014, by and between Beijing SINA Internet Information Service Co., Ltd. ( 北京新浪互联信息服务有限公司 “Licensor”) (“Licensee” “Parties” “Party”) ), a limited liability company organized under the laws of the People’s Republic of China (hereinafter RECITALS WHEREAS, Licensor owns certain trademarks as more particularly described] [AMENDED AND RESTATED SOFTWARE LICENSE AND SUPPORT SERVICES AGREEMENT “Agreement”) This Amended and Restated Software License and Support Services Agreement (the 7 SINA.com , 2014 , by and between 新浪网技 术 ( 中国 ) 有限公司 “Licensor”) ), a limited liability company organized under the laws of the People’s Republic of China (hereinafter 上海新浪 乐 居信息科技有限公司 (“Licensee” “Parties” “Party”) ), a] [MASTER TRANSACTION AGREEMENT MASTER TRANSACTION AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of March 10, 2014 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 2 1.1 Defined Terms 2] [OFFSHORE TRANSITIONAL SERVICES AGREEMENT OFFSHORE TRANSITIONAL SERVICES AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of March 10, 2014 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. SERVICES 4 (a) Initial Services 4] [NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of March 10, 2014 1 NON-COMPETITION AGREEMENT E-House Leju Party Parties This Non-Competition Agreement is dated as of March 10, 2014, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Capitalized terms] [Shanghai Real Estate Sales (Group) Co., Ltd. and Each Company as listed in Appendix Transitional Services Agreement Dated as of March 10, 2014 Transitional Services Agreement Agreement THIS TRANSITIONAL SERVICES AGREEMENT (this “ (1) Shanghai Real Estate Sales (Group) Co., Ltd. “E-House Shanghai” ( Registered Address: Room 308, Building 1, No. 1376 Jiangdong Road, Pudong New Area, Shanghai (2) Each] [Shanghai Real Estate Sales (Group) Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd. Shanghai Yi Xin E-Commerce Co., Ltd. Beijing Jiajujiu E-Commerce Co., Ltd. Cooperation Agreement Dated March 10, 2014 Cooperation Agreement Agreement This Cooperation Agreement (this “ 1 Shanghai Real Estate Sales (Group) Co., Ltd. E-House Shanghai (“ Registered Address: Room 308, Building 1, No. 1376 Jiangdong] [INTERNET CHANNEL COOPERATION AGREEMENT Contract Number: 181015BD0120 Party A: Beijing Baidu Netcom Science and Technology Co., Ltd. Address: Baidu Building, 10 Shangdi 10 th Street, Haidian District, Beijing Contact: HOU Gang Telephone: 010-59927171 Fax: 010-59920021 Party B: China Online Housing (Hong Kong) Co., Ltd. Address: 8/F, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: Telephone: 010-58951000 Fax: 010-58951005] [FURTHER STRATEGIC COOPERATION AGREEMENT Agreement This Further Strategic Cooperation Agreement (this “ Leju Party A: Beijing Yisheng Leju Information Services Co., Ltd. (“ Legal representative: ZHU Xusheng Address: 806-810, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: WU Yuzhao E-mail: *** And Party B: Baidu Beijing Baidu Netcom Science and Technology Co., Ltd. (“ Legal representative: LIANG Zhixiang] [SUPPLEMENT TO FURTHER STRATEGIC COOPERATION AGREEMENT AND THE COOPERATION AGREEMENT ATTACHED THERETO This Agreement, dated October 2013, is made in Beijing by and between: Beijing Yisheng Leju Information Services Co., Ltd. Leju Party A: Legal representative: ZHU Xusheng Address: 806-810, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: WU Yuzhao E-mail: *** And Party B: Beijing Baidu Netcom] [List of Principal Subsidiaries and Consolidated Variable Interest Entities of Leju Holdings Limited Place of Incorporation Subsidiaries Branco Overseas Ltd British Virgin Islands E-House China (Tianjin) Holdings Ltd. British Virgin Islands E-House Property Consultancy Ltd. British Virgin Islands E-House International Property Consultancy Ltd. Hong Kong E-House City Rehouse Real Estate Broker (Shanghai) Co., Ltd. PRC China E-Real Estate Holdings Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the headings “Experts” in such prospectus. Shanghai, China March 12, 2014 EX-23.1 42 a2218693zex-23_1.htm EX-23.1] [Jones Lang LaSalle Corporate Appraisal and Advisory Limited 6/F Three Pacific Place 1 Queen’s Road East Hong Kong Tel: +852 2846 5000 Fax:+852 2169 6001 www.joneslanglasalle.com 26 February, 2014 Leju Holdings Limited 15/F Shoudong International Plaza, No. 5 Building, Guanqu Home Dongcheng District, Beijing 100022 People’s Republic of China Leju Holdings Limited Re: Ladies and Gentlemen, We hereby consent to] [LEJU HOLDINGS LIMITED ( Adopted by the Board of Director s of Leju Holdings Limited on March 10 , 2014, e ffective u ) I. PURPOSE This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · · ·] [FANGDA PARTNERS 上海 Shanghai ·北京 Beijing ·深圳 Shenzhen ·香港 Hong Kong http://www.fangdalaw.com 中国上海市南京西路 1266 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场一期 32 楼 电 话 Tel.: 86-21-2208-1166 邮政编码： 200040 传 真 Fax: 86-21-5298-5577 文 号 Ref.: 13CF542 32/F Plaza 66 Tower 1 1266 Nanjing West Road Shanghai 200040, PRC To: Leju Holdings Limited March 12, 2014] [BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com]