AMENDMENT AGREEMENT
Exhibit B
EXECUTION VERSION
AMENDMENT (this “Amendment”), effective as of September 29, 2009, to the Share
Purchase Agreement, dated as of July 23, 2009 (the “Agreement”) between SINA CORPORATION, a
company organized under the laws of the Cayman Islands (“SINA”), and CHINA REAL ESTATE
INFORMATION CORPORATION, a company organized under the laws of the Cayman Islands (“CRIC”).
Capitalized terms used but not defined herein shall have the meanings attributed to such terms in
the Amendment.
WITNESSETH:
WHEREAS, SINA and CRIC have entered into the Agreement; and
WHEREAS, pursuant to and in accordance with Section 9.07 of the Agreement, SINA and CRIC wish
to amend the Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants
hereinafter set forth, and intending to be legally bound, SINA and CRIC hereby agree as follows:
Section 1. Amendments. The parties hereto hereby agree to the following amendments to
the Agreement:
(a) Second Recital. The reference in the second recital of the Agreement to
“$1.00” as the par value of each China Online Share is hereby replaced with “$0.0002”.
(b) Fifth Recital. The fifth recital of the Agreement is hereby amended and
restated in its entirety as follows:
“WHEREAS, on or prior to the consummation of the transactions contemplated by this
Agreement, the following ancillary agreements will be entered into by the parties thereto:
(i) an Amended and Restated Software License Agreement between SINA WFOE (as defined below)
and Shanghai SINA Leju Information Technology Co. Ltd., a wholly-owned subsidiary of China
Online HK (the “China Online WFOE”) (the “Software License Agreement”), (ii)
an Amended and Restated Domain Name License Agreement between Beijing SINA Information
Service Co., Ltd., a PRC limited liability company controlled by SINA (“Beijing
SINA”) and Beijing Yisheng Leju Information Services Co., Ltd. (“Beijing
Yisheng”) (the “Domain Name License Agreement”), and (iii) an Amended and
Restated Trademark License Agreement between Beijing SINA and Beijing Yisheng (the
“Trademark License Agreement”);”
(c) Seventh Recital. The seventh recital of the Agreement is hereby amended
and restated in its entirety as follows:
“WHEREAS, CRIC (i) provides real estate information and consulting services and real
estate advertising services and (ii) operates a business-to-business and
business-to-consumer Internet platform targeting participants in the PRC real estate
industry, as
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currently conducted or contemplated to be conducted by CRIC or its Subsidiaries
anywhere in the world, (the “CRIC Business”); and”
(d) Definitions. Each of the following definitions in Section 1.01 of the
Agreement is hereby amended and restated in its entirety as follows:
“China Online F-1 Disclosure” shall mean any and all information, statements or
other disclosure in the Draft Form F-1 or the Final Form F-1 relating to, describing,
derived from or otherwise concerning SINA, any of its Affiliates (including any China Online
Company) and any director, officer or employee of any of the foregoing, or any China Online
Assets, the China Online Financial Statements, China Online Interim Financial Statements and
those elements of the pro forma financial statements of CRIC and China Online based upon the
financial statements or financial or accounting records of China Online; provided,
however, that if any pro forma adjustments are made to derive the pro forma
financial statements or pro forma financial information of CRIC and China Online, such pro
forma adjustments shall not be “China Online F-1 Disclosure”.
“PRC” means the People’s Republic of China, excluding Hong Kong, Macau and
Taiwan.
Section 2. Severability. If any term or other provision of this Amendment is invalid,
illegal or incapable of being enforced by any Law or public policy, all other terms and provisions
of this Amendment shall nevertheless remain in full force and effect for so long as the economic or
legal substance of the transactions contemplated by this Amendment is not affected in any manner
materially adverse to either party hereto. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Amendment so as to effect the original intent of the parties as closely
as possible in an acceptable manner in order that the transactions contemplated by this Amendment
are consummated as originally contemplated to the greatest extent possible.
Section 3. Entire Agreement. This Amendment constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and thereof and supersede all prior
agreements and undertakings, both written and oral, between SINA and CRIC with respect to the
subject matter hereof and thereof.
Section 4. Assignment. This Amendment may not be assigned by operation of law or
otherwise without the express written consent of SINA and CRIC (which consent may be granted or
withheld in the sole discretion of the SINA or CRIC), as the case may be.
Section 5. No Third Party Beneficiaries. This Amendment shall be binding upon and
inure solely to the benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other
Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any
rights of employment for any specified period, under or by reason of this Amendment.
Section 6. Governing Law; Arbitration. This Amendment and any dispute or claim
arising out of or in connection with it or its subject matter shall be governed by, and
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construed in accordance with, the laws of the state of New York (without regard to its
conflicts of laws rules that would mandate the application of the laws of another jurisdiction).
(a) Any dispute, controversy or claim arising out of or relating to this Amendment or
its subject matter (including a dispute regarding the existence, validity, formation,
effect, interpretation, performance or termination of this Amendment) (each a
“Dispute”) shall be finally settled by arbitration.
(b) The place of arbitration 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”).
(c) The arbitration shall be decided by a tribunal of three (3) arbitrators, whose
appointment shall be in accordance with the HKIAC Rules; provided, however, that the third
presiding arbitrator must be licensed to practice New York state law and in good standing
with the New York State Bar, as of the date the Notice of Arbitration is received by the
HKIAC Secretariat.
(d) Arbitration proceedings (including but not limited to any arbitral award rendered)
shall be in English.
(e) Subject to the agreement of the tribunal, any Dispute(s) which arise 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.
Section 8. Counterparts. This Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, SINA and CRIC have caused this Amendment to be executed as of the date
first written above by their respective officers thereunto duly authorized.
| SINA CORPORATION |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| CHINA REAL ESTATE INFORMATION CORPORATION |
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| By: | ||||
| Name: | ||||
| Title | ||||
[Signature Page to Amendment Agreement]
