[None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 142,784,504 ordinary shares, par value $0.001 per share, as of December 31, 2013. x Yes o No o Yes x No x Yes o No x Yes] [EXECUTION VERSION E-HOUSE (CHINA) HOLDINGS LIMITED AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of December 17, 2013 2.75% Convertible Senior Notes due 2018 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . Section 1.01 Definitions 1 . Section 1.02 References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES] [[FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE] [[FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs 1 (c) ADSs 1 (d) Custodian 1 (e) Delivery Order 1 (f) Deposited Securities 1 (g) Holder 1 (h) Letter of Representations 1] [EXECUTION COPY Zuyu DING Weijie MA Shanghai Yifang Software Co., Ltd. AND Shanghai Kushuo Information Technology Co., Ltd. Exclusive Call Option Agreement In Respect Of Shanghai Kushuo Information Technology Co., Ltd. December 31, 2013 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] [EXECUTION COPY Zuyu DING Weijie MA AND Shanghai Yifang Software Co., Ltd. Loan Agreement November 26, 2013 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 Yifang Software Co., Ltd. Lender (the “ Registered Address:] [EXECUTION COPY Zuyu DING Weijie MA Shanghai Yifang Software Co., Ltd. AND Shanghai Kushuo Information Technology Co., Ltd. Shareholder Voting Right Proxy Agreement In Respect Of Shanghai Kushuo Information Technology Co., Ltd. December 31, 2013 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity 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 Kushuo Information Technology 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 Kushuo Information Technology Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [EXECUTION COPY Zuyu DING Weijie MA Shanghai Yifang Software Co., Ltd. AND Shanghai Kushuo Information Technology Co., Ltd. Equity Pledge Agreement In Respect Of Shanghai Kushuo Information Technology Co., Ltd. December 31, 2013 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No.: Pledgor Pledgors (Zuyu DING and Weijie MA] [EXCLUSIVE TECHNICAL SUPPORT AGREEMENT This Agreement is entered into in Shanghai as of December 31, 2013 by and between the following Parties: Party A: Shanghai Yifang Software Technology Co., Ltd. Address: Room 213, Building 10, No. 1766 Gongye Road, Jinhui Town, Fengxian District, Shanghai Party B: Shanghai Kushuo Information Technology Co., Ltd. Address: Room A482, Building 7, No. 700 Wanrong] [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] [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] [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 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] [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 , 2014 , by and between SINA.com Technology (China) Co. Ltd.( 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”] [EXECUTION VERSION Strategic Cooperation Agreement Agreement This Strategic Cooperation Agreement (this “ th Effective Date day of March 2014 (the “ Party: Shanghai Yi Yue Information Technology Co., Ltd. 上海翊悦信息科技有限公司 (“Leju”) Address: 11/F, Qiushi Building, 383 Guangyan Road, Zhabei District, Shanghai 200072 Contact Person: Li-Lan Cheng Office Phone No.: +86 (21) 6133 0700 Email: chenglilan@ehousechina.com and Party: Shenzhen Tencent Computer] [EXECUTION VERSION SHARE PURCHASE AND SUBSCRIPTION AGREEMENT Agreement This Share Purchase and Subscription Agreement (this “ 1. Parent E-House (China) Holdings Limited, a company incorporated in the Cayman Islands (the “ 2. Company Leju Holdings Limited, a company incorporated in the Cayman Islands (the “ 3. Purchaser THL O Limited, a company incorporated in the British Virgin Islands (the “] [Execution Copy FIRST AMENDMENT TO THE SHARE PURCHASE AND SUBSCRIPTION AGREEMENT Amendment THIS FIRST AMENDMENT (this “ March 21 , 2014, by and among: (1) E-House (China) Holdings Limited Parent , a company incorporated in the Cayman Islands (the “ (2) Leju Holdings Limited Company , a company incorporated in the Cayman Islands (the “ (3) THL O Limited Purchaser] [EXECUTION VERSION INVESTOR RIGHTS AGREEMENT Agreement E-House Tencent Company Section 1.1 INVESTOR RIGHTS AGREEMENT, dated as of March 31, 2014 (this “ WITNESSETH: WHEREAS, the parties entered into a share purchase and subscription agreement, dated as of March 21, 2014, Share Purchase and Subscription Agreement Ordinary Shares WHEREAS, after giving effect to the transactions contemplated by the Share Purchase and] [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] [PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Name of Entity PLACE OF INCORPORATION 1. Leju Holdings Limited Cayman Islands 2. China Real Estate Information Corporation Cayman Islands 3. China Online Housing Technology Corporation Cayman Islands 4. E-House Real Estate Asset Management Ltd. Cayman Islands 5. E-House Real Estate Ltd. British Virgin Islands 6. E-House China (Beijing) Holdings Limited British Virgin] [I, Xin Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Principal Financial Officer I, Bin Laurence, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Xin Zhou Chief Executive Officer EX-13.1 30 a14-5418_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) The (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Bin Laurence Chief Financial Officer EX-13.2 31 a14-5418_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-148058, No. 333-170447, No. 333-181508 and No. 333-190812 on Form S-8 of our reports dated April 23, 2014, relating to the financial statements of E-House (China) Holdings Limited, and the effectiveness of E-House (China) Holdings Limited’s internal control over financial reporting, appearing] [[Letterhead of Fangda Partners] April 23, 2014 E-House (China) Holdings Limited Qiushi Building, 11/F 383 Guangyan Road, Zhabei District Shanghai 200072 People’s Republic of China Dear Sirs, Yours faithfully, Fangda Partners 1 EX-15.2 33 a14-5418_1ex15d2.htm EX-15.2]