EX-4.60 9 a15-6055_1ex4d60.htm EX-4.60

Exhibit 4.60

 

Material Terms of Contractual Arrangements for Each of Shanghai Fangjia Information Technology Co., Ltd., Shanghai Weihui Business Information Consulting Co., Ltd. and Shanghai E-Cheng Assets management Co., Ltd.

 

The following sets forth the material differences of the contractual arrangements for each of Shanghai Fangjia Information technology Co., Ltd., Shanghai Weihui Business Information Consulting Co., Ltd. and Shanghai E-Cheng Assets Management Co., Ltd. (the “three VIEs”) from the executed form of contractual arrangements filed as Exhibits 4.53 to Exhibit 4.58 to this annual report on Form 20-F. Other than the information set forth below, there is no material difference between the contractual arrangement for each of the three VIEs and the above-mentioned executed forms filed as exhibits to this annual report on Form 20-F.

 

 

 

Parties to the agreements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VIE

 

Shanghai E-Cheng Asset Management Co., Ltd., or Shanghai E-Cheng

 

Shanghai Fangjia Information Technology Co., Ltd., or Shanghai Fangjia

 

Shanghai Weihui Business Information Consulting Co., Ltd., or Shanghai Weihui

 

 

 

 

 

 

 

 

 

 

 

Shareholder A

 

Zuyu Ding

 

Zuyu Ding

 

Xudong Zhu

 

 

 

 

 

 

 

 

 

 

 

Shareholder B

 

Weijie Ma

 

Yan Zhang

 

Xi Yang

 

 

 

 

 

 

 

 

 

 

 

E-House Entity

 

Shanghai Baoyi Investment Consultancy Co., Ltd

 

Shanghai CRIC Information Technology Co., Ltd.

 

Shanghai Weidian Information & Technology, Ltd.

 

 

 

 

 

 

 

 

 

 

 

Agreement

 

Shanghai E-Cheng

 

Shanghai Fangjia

 

Shanghai Weihui

 

Note

 

 

 

 

 

 

 

 

 

Exclusive Call Option Agreement

 

Entered into as of
May 14, 2014


1.1:
“Business Permits shall mean any approvals, permits, filings, registrations, etc. which the Company is required to have for legally

 

Entered into as of
October 29, 2014

1.1:
“Business Permits shall mean any approvals, permits, filings, registrations, etc. which the Company is required to have for legally

 

Entered into as of
October 23, 2014

1.1:
“Business Permits shall mean any approvals, permits, filings, registrations, etc. which the

 

 

 

 

Shanghai E-Cheng and Shanghai Fangjia were to be newly established, whereas Shanghai Weihui was already established before the variable interest entity

 


 

Agreement

 

Shanghai E-Cheng

 

Shanghai Fangjia

 

Shanghai Weihui

 

Note

 

 

 

 

 

 

 

 

 

 

 

and validly operating all its businesses, including without limitation, Business License of Corporate Legal Person, Operation Permit of Value-added Telecommunication Service and such other relevant permits and licenses as required by the then-effective PRC Law.”

 

and validly operating all its businesses, including without limitation, Business License of Corporate Legal Person, Operation Permit of Value-added Telecommunication Service and such other relevant permits and licenses as required by the then-effective PRC Law.”

 

Company is required to have for legally and validly operating all its businesses, including without limitation, Business License of Corporate Legal Person and licenses as required by the then-effective PRC Law.”

 

arrangement.

 

An affiliate of Shanghai Weihui had already obtained the Operation Permit of Value-added Telecommunication Service, which will be transferred to Shanghai Weihui for its operation of community value-added service. Therefore, the permit is not specifically listed in this section

 

 

 

 

 

 

 

 

 

Loan Agreement

 

Entered into as of
April 28, 2014

 

Entered into as of
September 16, 2014

 

Entered into as of
October 8, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

“The Lender intends to provide a loan to [the shareholders] for their establishment of the Domestic Company, and holding 100% equity interest of the Domestic Company.”

 

“The Lender intends to provide a loan to [the shareholders] for their establishment of the Domestic Company, and holding 100% equity interest of the Domestic Company.”

 

“The Lender intends to provide a loan to [the shareholders] for acquisition of equity interest of the Domestic Company.”

 

Lender refers to the E-House Entity.

 

Domestic Company refers to the VIE.

 

Shanghai E-Cheng and Shanghai Fangjia were to be newly established, whereas Shanghai Weihui was already established before the variable interest entity arrangement.

 

Therefore, the loan to the two shareholders of

 

2


 

Agreement

 

Shanghai E-Cheng

 

Shanghai Fangjia

 

Shanghai Weihui

 

Note

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shanghai Weihui was for the purpose of acquiring equity interest of the VIE, instead of establishing the VIE.

 

 

 

 

 

 

 

 

 

 

 

Loan amount:

RMB0.5 million to Zuyu Ding;

RMB0.5 million to Weijie Ma

 

Loan amount:

RMB5 million to Zuyu Ding;
RMB5 million to Yan Zhang

 

Loan amount:

RMB1.6 million to Xudong Zhu;
RMB0.4 million to Xi Yang

 

 

 

 

 

 

 

 

 

 

 

Shareholder Voting Right Proxy Agreement

 

Entered into as of
May 14, 2014

 

Entered into as of
October 29, 2014

 

Entered into as of
October 23, 2014

 

 

 

 

 

 

 

 

 

 

 

Power of Attorney by Shareholder A

 

Executed on
May 14, 2014

 

Executed on
October 29, 2014

 

Executed on
October 23, 2014

 

 

 

 

 

 

 

 

 

 

 

Power of Attorney by Shareholder B

 

Executed on
May 14, 2014

 

Executed on
October 29, 2014

 

Executed on
October 23, 2014

 

 

 

 

 

 

 

 

 

 

 

Equity Pledge Agreement

 

Entered into as of
May 14, 2014


Definition and scope of contractual obligations and transaction documents does not include the Exclusive Support Agreement

 

Entered into as of
October 29, 2014


Definition and scope of contractual obligations and transaction documents does not include the Exclusive Technical Support Agreement

 

Entered into as of
October 23, 2014


Definition and scope of contractual obligations and transaction documents does include the Exclusive Technical Support Agreement

 

 

 

 

 

 

 

 

 

 

 

Exclusive

 

Not applicable

 

Entered into as of

 

Entered into as of

 

Shanghai E-Cheng receives

Technical Support Agreement

 

 

 

October 29, 2014

 

October 23, 2014

 

consulting service from Baoyi Investment Consulting (Shanghai) Co., Ltd. under the Exclusive Support Agreement dated May 14, 2014 (filed hereto as Exhibit 4.59).

 

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