EJ E-House (China) Holdings Limited American Depositary Share

Under the Securities Exchange Act of 1934
(Amendment No. 2)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1. Security and Issuer.

This amendment No. 2 to Statement on Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 1, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on March 31, 2014 (together with the Original Schedule 13D, the “Schedule 13D”), which relates to the ordinary shares, par value $0.001 per share (the “Shares”), of E-House (China) Holdings Limited, a company organized under the laws of the Cayman Islands (the “Company”), whose principal executive offices are located at 11/F Qiushi Building, No. 383 Guangyan Road, Zhabei District, Shanghai 200072, The People’s Republic of China.

Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D.

Item 2. Identity and Background.

This Amendment No. 2 is being filed by Kanrich Holdings Limited, a company organized under the laws of the British Virgin Islands (“Kanrich”), and Xin Zhou, a co-chairman of the board of directors and chief executive officer of the Company and a director and controlling shareholder of Kanrich.

Kanrich is solely engaged in holding, distributing or effecting any sale of the Shares held by it. Kanrich is jointly established by Xin Zhou and other members of the Company’s management, and controlled by Xin Zhou. The principal executive offices of Kanrich are located at 11/F Qiushi Building, No. 383 Guangyan Road, Zhabei District, Shanghai 200072, The People’s Republic of China.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Kanrich are set forth on Schedule A hereto and are incorporated herein by reference.

During the last five years, none of Kanrich, Xin Zhou and, to the best of their knowledge, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by the following:

On March 20, 2015, Kanrich and Prominent entered into an amendment agreement to the Facility Agreement (the “Amendment Agreement”), which, among others, has extended the term of the Margin Loan for another two years, and increase the amount of credit facility available under the agreement by US$6,000,000 for uses not relating to funding the purchase price of the share subscription that occurred on March 22, 2013. A copy of the Amendment Agreement is attached hereto as Exhibit F.

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Item 4. Purpose of Transaction.

The paragraph set forth below is hereby added after the paragraph with the heading “Share and account charge” in Item 4 of the Schedule 13D:

Confirmatory share and account charge. In connection with the Amendment Agreement, Kanrich, Jun Heng and On Chance entered into a confirmatory share and account charge in favor of Prominent on March 20, 2015. Pursuant to the confirmatory share and account charge, Kanrich, Jun Heng and On Chance charged in favor of the Chargee all their rights, title and interest present and future in and to the Subscription Shares, 9,665,000 Shares and 4,044,875 Shares that each of them owned in the Company, respectively (collectively, the “Charged Shares”), and all their rights, title and interest present and future in respect of or represented by each relevant securities account each of them maintains with the custodian of Prominent, as the continuing security for the due and punctual performance and discharge of all the obligations under the Facility Agreement as amended by the Amendment Agreement, and other documents relating to the Margin Loan. Prior to the disposition of any Charged Shares by the Chargee pursuant to an enforcement of the Security Interest, Kanrich, Jun Heng and On Chance have the right to exercise all voting, consensual and other powers of ownership pertaining to the Charged Shares, provided they are not exercised in a manner that is inconsistent with the terms of the Finance Documents or any document or instrument referred to therein, or that would reasonably be expected to have a material adverse effect on the value of the Charged Shares or otherwise prejudice the interests of the Chargee under the finance documents. A copy of the confirmatory share and account charge is attached hereto as Exhibit G.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented by the following:

The responses of Kanrich and Xin Zhou to Rows (7) through (13) of the cover pages of this Amendment No. 2 are hereby incorporated by reference in this Item 5. The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of Kanrich is set forth on Schedule B hereto, which is incorporated herein by reference.

The 34,919,591 Shares beneficially owned by Mr. Xin Zhou comprise (i) 17,790,125 Shares beneficially owned by Kanrich as described below, (ii) 9,665,000 Shares beneficially owned by Jun Heng Investment Limited as described below, (iii) 4,064,800 Shares beneficially owned by On Chance Inc. as described below, (iv) 216,666 Shares held by Mr. Zhou personally; and (v) 3,183,000 Shares that Mr. Zhou has the right to acquire upon exercise of options within 60 days.

Mr. Xin Zhou holds 94% of the shares of Kanrich and is a director of Kanrich. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Shares of the Company held by Kanrich.

Jun Heng Investment Limited, a British Virgin Islands company, directly holds 9,665,000 Shares of the Company. On Chance Inc., a company controlled by Mr. Zhou as described below, holds 51.54% of the shares of Jun Heng Investment Limited. Mr. Zhou is a director of Jun Heng Investment Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Shares of the Company held by Jun Heng Investment Limited.

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On Chance Inc., a British Virgin Islands company, directly holds 4,064,800 Shares of the Company. Mr. Xin Zhou holds 95% of the shares of On Chance Inc. and is the sole director of On Chance Inc. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the ordinary shares of the Company held by On Chance Inc.

Mr. Zhou disclaims beneficial ownership of the Shares owned by Kanrich, Jun Heng Investment Limited and On Chance Inc. except to the extent of his pecuniary interest therein.

The percentage of the class of securities identified pursuant to Item 1 beneficially owned by Kanrich and Xin Zhou is based on 142,308,395 Shares outstanding as of March 20, 2015 provided by the Company, which excludes 5,946,435 Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan.

Except as disclosed in this Schedule 13D, none of Kanrich, Xin Zhou or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Shares or has the right to acquire any Shares.

Except as disclosed in this Schedule 13D, none of Kanrich, Xin Zhou or to the best of their knowledge, any of the persons listed in Schedule A hereto,  presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Shares that they may be deemed to beneficially own.

Except as disclosed in this Schedule 13D, none of Kanrich, Xin Zhou or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.

Except as disclosed in this Schedule 13D, to the best knowledge of Kanrich and Xin Zhou, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Kanrich and Xin Zhou.

Item 7. Material to be Filed as Exhibits.

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(1) Filed with the Original Schedule 13D.

*   Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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SCHEDULE A

Directors and Executive Officers of Kanrich

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SCHEDULE B

Shares Beneficially Owned by the Directors and Executive Officers of Kanrich

(1) For each person included in this table, percentage of beneficial ownership is calculated by dividing the number of Shares beneficially owned by such person by the sum of (i) the number of Shares outstanding as of March 20, 2015 (which shall exclude (a) the Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan and (b) the Shares underlying the American depositary shares that have been repurchased from the open market but remain uncancelled) and (ii) the number of Shares underlying share options held by such person that are exercisable within 60 days and/or the number of restricted shares held by such person that will be vested within 60 days. The total number of Shares outstanding as of March 20, 2015 is 142,308,395 Shares, excluding 5,946,435 Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan.

(2) represent (i) 49,998 Shares Mr. Huang personally held as of March 20, 2015 and (ii) 234,500 Shares that Mr. Huang has the right to acquire upon exercise of options within 60 days.

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Exhibit F

EXECUTION VERSION

Confidential Information Redacted ***

AMENDMENT AGREEMENT

DATED 20 MARCH 2015

BETWEEN KANRICH HOLDINGS LIMITED

as Borrower, Chargor and Indemnifier

AND

ZHOU XIN

as Guarantor

AND

JUN HENG INVESTMENT LTD.

ON CHANCE INC.

as Chargors and Indemnifiers

AND

PROMINENT ASSET INVESTMENT LIMITED

as Lender and Calculation Agent

relating to a Margin Loan Facility Agreement, a Guarantee and a Deed of Indemnity

in each case, dated 22 March 2013

ALLEN & OVERY

Allen & Overy

*                 Certain portions of this exhibit have been omitted based upon a request for confidential treatment. The omitted portions have been filed separately with the SEC.

CONTENTS

THIS AGREEMENT is dated 20 March 2015 and made

BETWEEN:

(1)                                 KANRICH HOLDINGS LIMITED, a BVI Business Company incorporated with limited liability in the British Virgin Islands with registration number 1749526 and its registered office at Commerce Chambers, P. O. Box 2208, Road Town, Tortola, British Virgin Islands as borrower (the Borrower);

(2)                                 ZHOU XIN (holder of Hong Kong Identity Card No. R285049(3)) (the Guarantor);

(3)                                 THE PERSONS listed in Schedule 1 (together with the Borrower, the Chargors); and

(4)                                 PROMINENT ASSET INVESTMENT LIMITED as lender (the Lender) and calculation agent.

BACKGROUND

(A)                               This Agreement is supplemental to and amends a margin loan facility agreement dated 22 March 2013 between the Borrower and the Lender (the Facility Agreement).

(B)                               In this Agreement, the Chargors and the Guarantor confirm their obligations under the deed of indemnity dated 22 March 2013 between the Chargors and the Lender (the Deed of Indemnity) and the guarantee dated 22 March 2013 between the Guarantor and the Lender (the Guarantee).

IT IS AGREED as follows:

1.                                      INTERPRETATION

1.1                               Definitions

(a)                                 In this Agreement:

Amended Facility Agreement means the Facility Agreement as amended by this Agreement.

Effective Date means the date on which the Lender notifies the Borrower that it has received and/or waived all of the documents listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory the Lender.

Effective Date Deadline means 22 March 2015 or such later date as the Borrower and the Lender may agree.

(b)                                 Capitalised terms defined in the Facility Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.

1.2                               Construction

The provisions of clause 1.2 (Construction), 1.3 (Currency symbols and definitions) and 1.4 (Third Party Rights) of the Facility Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to the Facility Agreement are to be construed as references to this Agreement.

2.                                      AMENDMENTS

(a)                                 Subject as set out below, the Facility Agreement will be amended from the Effective Date in the manner set out in Schedule 3 (Amendments to the Facility Agreement).

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(b)                                 The Facility Agreement will not be amended by this Agreement unless the Lender notifies the Borrower that it has received and/or waived all of the documents set out in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender on or prior to the Effective Date Deadline. The Lender must give this notification as soon as reasonably practicable.

(c)                                  If the Lender fails to give the notification under paragraph (b) above by the Effective Date Deadline, the Facility Agreement will not be amended in the manner contemplated by this Agreement.

3.                                      REPRESENTATIONS

(a)                                 The Borrower confirms to the Lender that on the date of this Agreement and on the Effective Date, the Repeating Representations (as amended pursuant to Schedule 3 (Amendments to the Facility Agreement)):

(i)                                     are true; and

(ii)                                  would also be true if references to the Facility Agreement are construed as references to the Amended Facility Agreement.

In each case, each Repeating Representation (as amended pursuant to Schedule 3 (Amendments to the Facility Agreement)) is applied to the circumstances then existing and in the case of the confirmation made on the date of this Agreement, as if the Effective Date had occurred.

(b)                                 Each of the Guarantor and Chargors confirms to the Lender that on the date of this Agreement and on the Effective Date, the representations set out in clause 4 (other than clause 4.1(o)) of the Guarantee, clause 3 of the Deed of Indemnity and clause 8 (other than clause 8.1(b)(iv) and clause 8.8) of the Share and Account Charge:

(i)                                     are true; and

(ii)                                  would also be true if the Guarantee, the Deed of Indemnity and the Share and Account Charge extends to, and secures, the obligations of the Obligors under the Finance Documents (including the Amended Facility Agreement).

In each case, each such representation is applied to the circumstances then existing and in the case of the confirmation made on the date of this Agreement, as if the Effective Date had occurred.

4.                                      GUARANTEE AND INDEMNITY

On the Effective Date, each Obligor:

(a)                                 confirms its acceptance of the Amended Facility Agreement; and

(b)                                 confirms that its guarantee and indemnities under the Finance Documents:

(i)                                     continues in full force and effect; and

(ii)                                  extends to the obligations of the Obligors under the Finance Documents (including the Amended Facility Agreement).

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5.                                      SECURITY

5.1                               Confirmation

On the Effective Date, each Obligor confirms that:

(a)                                 any Security created by it under the Security Documents extends to the obligations of the Obligors under the Finance Documents (including the Amended Facility Agreement) subject to any limitations set out in the Security Documents;

(b)                                 the obligations of the Borrower arising under the Amended Facility Agreement are included in the Secured Obligations subject to any limitations set out in the Security Documents; and

(c)                                  the Security created under the Security Documents continue in full force and effect on the terms of the respective Security Documents.

5.2                               No New Security Interest

No part of this Agreement is intended to or will create a registrable Security.

5.3                               Representations

(a)                                 The representations in this Clause 5.3 are deemed to be made on the date of this Agreement and on the second Utilisation Date.

(b)                                 The Borrower represents and warrants that it legally and beneficially owns 17,790,125 Ordinary Shares.

(c)                                  The Borrower represents and warrants that it, together with its Affiliates, legally and beneficially owns 31,736,591 Ordinary Shares.

(d)                                 On Chance represents and warrants that it legally and beneficially owns 4,064,800 Ordinary Shares.

(e)                                  June Heng represents and warrants that it legally and beneficially owns 9,665,000 Ordinary Shares.

6.                                      MISCELLANEOUS

(a)                                 Each of this Agreement and the Amended Facility Agreement is a Finance Document.

(b)                                 Subject to the terms of this Agreement, the Facility Agreement will remain in full force and effect and, from the Effective Date, the Facility Agreement and this Agreement will be read and construed as one document.

(c)                                  No waiver is given by this Agreement, and the Lender expressly reserves all its rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

7.                                      GOVERNING LAW

This Agreement (other than Clause 8 (Arbitration)) and any non-contractual obligations arising out of or in connection with this Agreement (other than Clause 8 (Arbitration)) are governed by, and shall be construed in accordance with, English law.

8.                                      ARBITRATION

(a)                                 Arbitration

Any dispute, controversy or claim arising in any way out of or in connection with this Agreement, or the breach, termination or invalidity thereof (whether contractual, pre-contractual or non-contractual), shall be settled by binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules in force as at the date any Notice of Arbitration is submitted (Rules), which Rules are deemed to be incorporated by reference into this clause and as may be amended by the rest of this clause. The seat of the arbitration shall be Hong Kong SAR.

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(b)                                 Appointment of arbitrators

The arbitration tribunal shall consist of three arbitrators to be appointed in accordance with the Rules.

(c)                                  Arbitration proceedings and award

The language to be used in the arbitral proceedings shall be English and any arbitral award shall be given in English. Nothing in this Clause 8(c) shall be construed as preventing any Party from seeking conservatory or interim relief from any court of competent jurisdiction. Any award shall be final and binding upon the Parties from the day it is made. The Parties undertake to carry out each and every arbitral award without delay.

(d)                                 Consolidation of actions

Section 2 of Schedule 2 to the Hong Kong Arbitration Ordinance (Cap. 609) (the Ordinance) shall apply. Without limiting the generality of that section, the Parties acknowledge that it is their desire, where there are two or more disputes or arbitration proceedings arising from this Agreement, and where:

(i)                                     some common question of law or fact arises;

(ii)                                  the rights to relief claimed therein are in respect of or arise out of the same transaction or series of transactions; or

(iii)                               it is otherwise desirable to make an order under Section 2 of Schedule 2 of the Ordinance, to have those arbitration proceedings consolidated and resolved by a single multi-party arbitration.

(e)                                  Governing law of arbitration clause

This Clause 8 shall be governed by, and shall be construed in accordance with, Hong Kong law.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

CHARGORS

1.                                      JUN HENG INVESTMENT LTD.

2.                                      ON CHANCE INC.

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SCHEDULE 2

CONDITIONS PRECEDENT

1.                                      Corporate documentation — Chargors

(a)                                 A copy of the constitutional documents of each Chargor, including its certificate of incorporation (and certificate of incorporation on change of name, if any), memorandum and articles of association, register of directors, register of charges and register of members or, if the Lender already has a copy, a certificate of an authorised signatory of that Chargor confirming that the copy in the Lender’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(b)                                 A copy of a resolution of the board of directors of each Chargor:

(i)                                     approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute this Agreement and the Confirmatory Share and Account Charge;

(ii)                                  authorising a specified person or persons to execute this Agreement and the Confirmatory Share and Account Charge on its behalf; and

(iii)                               authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Amended Facility Agreement, this Agreement and the Confirmatory Share and Account Charge.

(c)                                  A copy of the minutes of a special meeting of members of each Chargor approving the entry into this Agreement and the Confirmatory Share and Account Charge by the relevant Chargor.

(d)                                 A specimen of the signature of each person (with the title of such person) authorised by the resolution referred to in paragraph (b) above.

(e)                                  A certificate of each Chargor (signed by a director) confirming that the borrowing or securing in respect of the Commitment would not cause any borrowing, security or similar limit binding on such Chargor to be exceeded.

(f)                                   A copy of a certificate of good standing in respect of each Chargor issued by the Registrar of Corporate Affairs in the British Virgin Islands.

(g)                                  A copy of a certificate of incumbency in respect of each Chargor issued by the registered agent in the British Virgin Islands.

2.                                      Corporate documentation — Issuer

(a)                                 A certified copy of the constitutional documents of the Issuer, including its certificate of incorporation (and certificate of incorporation on change of name, if any), memorandum and articles of association, register of directors, register of mortgages and charges and register of members or, if the Lender already has a copy, a certificate of an authorised signatory of the Issuer confirming that the copy in the Lender’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

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(b)                                 A copy of the minutes of a meeting of the board of directors of the Issuer:

(i)                                     approving the terms of, and the transactions contemplated by, the Supplemental Issuer Undertaking and any other relevant documents to be signed by the Issuer and resolving that it execute such documents;

(ii)                                  authorising any of its directors or officers to execute the Supplemental Issuer Undertaking and any other relevant documents to be signed by the Issuer on its behalf;

(iii)                               instructing Maples Fund Services (Cayman) Limited as registrar of the Issuer holding the original register of members of the Issuer to make notations in the register of members of the Issuer to note the security interests created pursuant to the Confirmatory Share and Account Charge, to provide certified copies of such annotated register of members and to comply with and acknowledge the letter of instructions delivered to it by the Issuer pursuant to the terms of the Confirmatory Share and Account Charge;

(iv)                              approving the registration (without delay) of all transfers of Collateral Ordinary Shares in its register of members pursuant to an enforcement of the terms of the Confirmatory Share and Account Charge; and

(v)                                 resolving that no share certificates be issued to any Chargor in respect of the Ordinary Shares held by the Chargors as long as the Confirmatory Share and Account Charge remains in place unless share certificates are issued to all holders of Ordinary Shares.

(c)                                  A copy of a certificate of good standing in respect of the Issuer issued by the Registrar of Companies in the Cayman Islands.

(d)                                 A copy of a certificate of incumbency in respect of the Issuer issued by Maples and Calder in the Cayman Islands.

3.                                      Legal opinion

(a)                                 A legal opinion in relation to English law from Allen & Overy, legal advisers to the Lender, substantially in the form distributed to the Lender prior to signing this Agreement.

(b)                                 Legal opinions in relation to British Virgin Islands law and Cayman Islands law from Walkers, legal advisers as to Cayman Islands and British Virgin Islands law to the Lender, substantially in the form distributed to the Lender prior to signing this Agreement.

4.                                      Security Documents

(a)                                 The Confirmatory Share and Account Charge duly executed by the Chargors.

(b)                                 A copy of all notices required to be sent under the Confirmatory Share and Account Charge executed by the Chargors.

(c)                                  Evidence of all steps required to perfect the Confirmatory Share and Account Charge as advised to the Lender by its legal advisers in each Relevant Jurisdiction as set out in the Confirmatory Share and Account Charge have been or will be completed, including, but not limited to a certified copy of the register of members of the Issuer evidencing that Collateral Ordinary Shares are registered in the name of the Chargor and that the notations required by the Confirmatory Share and Account Charge have been made.

(d)                                 Delivery of the letter of instructions to registered office service provider duly signed by the Issuer substantially in the form set out in schedule 4 of the Confirmatory Share and Account Charge.

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5.                                      Other documents and evidence

(a)                                 A copy of the Supplemental Issuer Undertaking duly acknowledged by the Issuer.

(b)                                 A certificate of each Chargor (signed by a director) certifying that each copy document delivered by it as specified in this Schedule 2 and/or any document or evidence delivered hereunder in copy form is correct, complete, and in full force and effect as at a date no earlier than the date of this Agreement.

(c)                                  Evidence that each of the Chargors has obtained all governmental and/or regulatory approvals and licences (including, but not limited to, any third party approvals and licences) that are required to be obtained by it for the purposes of executing, delivering and legally performing its respective obligations and discharging its respective duties under this Agreement and the Confirmatory Share and Account Charge.

(d)                                 A copy of any other document, authorisation, opinion or assurance as reasonably requested by the Lender.

(e)                                  Evidence that the fees, costs and expenses then due from the Borrower pursuant to clause 15 (Costs and Expenses) under the Facility Agreement, have been paid or will be paid by the Effective Date.

(f)                                   Evidence that the agent of each Obligor under the Finance Documents for service of process in England has accepted its appointment.

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SCHEDULE 3

AMENDMENTS TO THE FACILITY AGREEMENT

1.                                      Subclause 1.1 (Definitions) of the Facility Agreement will be amended in the following manner:

1.1                               The following definition of ADR Initial Price shall be deleted in its entirety and replaced with the following:

“ADR Initial Price” means:

(a)                                 prior to the Effective Date, USD4.70; and

(b)                                 on and after the Effective Date, USD6.50.

1.2                               The following new definition of Amendment Agreement shall be included:

“Amendment Agreement” means an amendment agreement dated 20 March 2015 between, among others, the Borrower and the Lender, that supplements and amends this Agreement.

1.3                               The definition of Availability Period shall be deleted in its entirety and replaced with the following:

“Availability Period” means:

(a)                                 the period from and including the date of this Agreement to and including the date falling two Business Days after the date of this Agreement; and

(b)                                 the period from and including the Effective Date to and including the date falling five Business Days after the Effective Date.

1.4                               Paragraph (a) of the definition of Commitment shall be deleted in its entirety and replaced by the following definition:

(a)                                 USD 50,000,000; and

1.5                               The following new definition of Confirmatory Share and Account Charge shall be included:

“Confirmatory Share and Account Charge” means the confirmatory share and account charge dated 20 March 2015 between, the Chargors and the Lender.

1.6                               The following new definition of Effective Date shall be included:

“Effective Date” has the meaning given to such term in the Amendment Agreement.

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1.7                               The definition of Finance Documents shall be deleted in its entirety and replaced with the following:

“Finance Documents” means:

(a)                                 this Agreement;

(b)                                 the Amendment Agreement;

(c)                                  each Notice to Custodian;

(d)                                 the Share and Account Charge;

(e)                                  the Confirmatory Share and Account Charge;

(f)                                   the Supplemental Issuer Undertaking;

(g)                                  the Guarantee;

(h)                                 the Deed of Indemnity;

(i)                                     the Issuer Conversion Undertaking;

(j)                                    the Issuer Registration Undertaking Letter; and

(k)                                 any other document designated as such by the Lender and the Borrower.

1.8                               The definition of Initial Collateral Shares shall be deleted in its entirety and replaced with the following:

“Initial Collateral Shares” means:

(a)                                 prior to the Effective Date, 37,437,625 Ordinary Shares and includes the SPA Shares; and

(b)                                 on or after the Effective Date, 31,500,000 Ordinary Shares and includes the SPA Shares.

1.9                               The definition of Loan shall be deleted in its entirety and replaced with the following:

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of the loan.

1.10                        The definition of Loan Interest Rate shall be deleted in its entirety and replaced with the following:

“Loan Interest Rate” means:

(a)                                 prior to the Effective Date, [***] per cent. per annum; and

(b)                                 on and after the Effective Date, [***] per cent. per annum.

1.11                        The definition of Maturity Date shall be deleted in its entirety and replaced with the following definition:

“Maturity Date” means the date falling four years from the date of this Agreement, being 22 March 2017.

1.12                        The definition of Security Documents shall be deleted in its entirety and replaced with the following:

“Security Documents” means the Share and Account Charge, the Confirmatory Share and Account Charge and any other security document that may at any time be given as security for any of the Borrower’s liabilities arising pursuant to or in connection with any Finance Document.

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1.13                        The following new definition of Supplemental Issuer Undertaking shall be included:

“Supplemental Issuer Undertaking” means a notice from the Lender to the Issuer substantially in the form set out in Schedule 4 of the Amendment Agreement.

1.14                        The definition of Utilisation shall be deleted in its entirety and replaced with the following:

“Utilisation” means a utilisation of the Facility.

2.                                      The following new paragraphs shall be included in clause 1.2 (Construction):

(xi)                              “the Loan” shall mean any Loan or, where the context so requires, the Loans.

(xii)                           “the Utilisation” shall mean any Utilisation or, where the context so requires, the Utilisations.

(xiii)                        “the Utilisation Request” shall mean any Utilisation Request or, where the context so requires, the Utilisation Requests.

(xiv)                       “the Utilisation Date” shall mean any Utilisation Date except that (a) in the definitions of SPA Shares, Valuation Date and Clauses 10, 16.15(p), 16.28(d), 18 and 21 of this Agreement, (b) clause 4.1(o) of the Guarantee and (c) clause 8.8 of the Share and Account Charge, reference to “the Utilisation Date” shall mean the first Utilisation Date.

(xv)                          “the Share and Account Charge” in the definitions of Charged Account, Collateral ADRs, Collateral Ordinary Shares, Eligible Collateral and Secured Obligations and Clauses 18.2, 18.3, 18.6 and 19.1 shall mean the Share and Account Charge and the Confirmatory Share and Account Charge.

3.                                      Clause 3.1 (Purpose) shall be deleted in its entirety and replaced with the following:

3.1                               Purpose

The Borrower shall apply all amounts borrowed by it under any Loan towards:

(a)                                 in the case of the first Loan, the subscription price of the Ordinary Shares to be acquired by the Borrower pursuant to the SPA; and

(b)                                 in the case of the second Loan, for such purposes expressly permitted under this Agreement (including, without limitation, to pay any amounts due under the Finance Documents) which does not or will not result in a breach of, or a misrepresentation under, the Finance Documents.

4.                                      Paragraph (b) of clause 4.2 (Further conditions precedent) shall be deleted in its entirety and replaced with the following:

(b)                                 in the case of the first Utilisation, on the proposed Utilisation Date, the Lender has received evidence to its satisfaction that, upon receipt by the Issuer of the amounts borrowed by the Borrower under the Loan into the Issuer’s designated cash account, the SPA Shares will be issued by the Issuer to the Borrower and will immediately be registered in the name of the Borrower in the register of members of the Issuer and that an annotation to the register of members of the Issuer will be made in accordance with the terms of the Share and Account Charge to reflect that the Initial Collateral Shares are the subject of the Transaction Security.

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5.                                      Clause 4.3 (Single Loan) shall be deleted in its entirety and replaced with the following:

4.3                               Maximum number of loans

There shall be no more than two Loans.

6.                                      Paragraph (b) of clause 5.2 (Completion of the Utilisation Request) shall be deleted in its entirety and replaced with the following:

(b)                                 No more than two Utilisation Requests may be delivered and only one Loan may be requested in each Utilisation Request.

7.                                      Paragraphs (b)(i) and (b)(ii) of clause 5.4 (Availability of Loan) shall be deleted in its entirety and replaced with the following:

(i)                                     in the case of the first Utilisation, the Upfront Fee;

(ii)                                  an amount equal to the greater of (A) zero and (B) an amount equal to the amount of interest payable by the Borrower to the Lender in respect of the first Interest Period in respect of the relevant Loan which shall be calculated in accordance with Clause 8 (Interest) (the deduction from the proposed Loan of the amounts referred to in this sub-paragraph (ii) shall satisfy the Borrower’s obligation to pay interest to the Lender pursuant to Clause 8.2 (Payment of Interest) in respect of the first Interest Period in respect of that Loan); and

8.                                      The following new sub-clause shall be included in Clause 5.3 (Currency and amount):

(c)                                  In respect of the second Utilisation, the amount of the proposed Loan must not exceed USD 6,000,000.

9.                                      Clause 5.5 (Cancellation of Commitment) shall be deleted in its entirety and replaced with the following:

5.5                               Cancellation of Commitment

The Commitment, if unutilised, shall be immediately cancelled at close of business in London on the last Business Day falling in the Availability Period referred to in paragraph (b) of the definition of Availability Period.

10.                               The following new sub-clause shall be included in Clause 9 (Interest Periods):

9.3                               Consolidation of Interest Periods

Notwithstanding clause 9.1 (Interest periods), the first Interest Period for a Loan will end on the same day as the current Interest Period for any other Loan. On the last day of those Interest Periods, those Loans will be consolidated and treated as one Loan.

11.                               Paragraphs (c) and (d) of Clause 16.28 shall be deleted in their entirety.

12.                               Paragraph (a) of the definition of Additional Collateral Shares in Clause 18.1 (Definitions) shall be deleted in its entirety and replaced with the following:

(a)                                 17,437,625 Shares, inclusive of the 5,937,625 Shares withdrawn from the Securities Accounts under Clause 18.3 (Margin release) prior to the Effective Date; plus

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13.                               The definition of Collateral Release Loan-to-Value Ratio in Clause 18.1 (Definitions) shall be deleted in its entirety and replaced with the following:

“Collateral Release Loan-to-Value Ratio” means:

(a)                                 prior to the Effective Date, the Maintenance Loan-to-Value Ratio minus [***] per cent.; and

(b)                                 on and after the Effective Date, [***] per cent.

14.                               The definition of Maintenance Loan-to Value Ratio in Clause 18.1 (Definitions) shall be deleted in its entirety and replaced with the following:

“Maintenance Loan-to Value Ratio” means:

(a)                                 prior to the Effective Date, [***] per cent.; and

(b)                                 on and after the Effective Date, [***] per cent.

15.                               The definition of Maximum Loan-to Value Ratio in Clause 18.1 (Definitions) shall be deleted in its entirety and replaced with the following:

“Maximum Loan-to Value Ratio” means:

(a)                                 prior to the Effective Date, [***] per cent.; and

(b)                                 on and after the Effective Date, [***] per cent.

16.                               The following new sub-clause shall be included in Clause 21 (Events of Default) and the existing sub-clause 21.25 (Acceleration) shall be renumbered accordingly:

21.25                 Control of Issuer’s Subsidiary

The Issuer ceases to be the legal and beneficial owner (directly or indirectly through wholly owned subsidiaries) of 50 per cent. or more of the issued share capital of Leju Holdings Ltd, a company incorporated in the Cayman Islands and listed on the Exchange with Bloomberg code LEJU.

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SCHEDULE 4

FORM OF SUPPLEMENTAL ISSUER UNDERTAKING

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SIGNATORIES

Company

Amendment Agreement

Guarantor

Amendment Agreement

Lender

Amendment Agreement

Exhibit G

EXECUTION VERSION

Confidential Information Redacted ***

CONFIRMATORY SHARE AND ACCOUNT CHARGE

DATED 20 MARCH 2015

THE PERSONS LISTED IN COLUMN (A) OF SCHEDULE 1

as the Chargors

and

PROMINENT ASSET INVESTMENT LIMITED

as the Chargee

relating to the English Law Share and Account Charge dated 22 March 2013 between Kanrich Holdings Limited, Jun Heng Investment Ltd., and On Chance Inc. as chargors and Prominent Asset Investment Limited as chargee

ALLEN & OVERY

*                 Certain portions of this exhibit have been omitted based upon a request for confidential treatment. The omitted portions have been filed separately with the SEC.

CONTENTS

THIS DEED is dated 20 March 2015 and is made BETWEEN:

(1)                                 THE PERSONS listed in Column (A) of Schedule 1 (Chargors) (each a Chargor and together the Chargors); in favour of

(2)                                 PROMINENT ASSET INVESTMENT LIMITED (the Chargee, which expression shall include its successors, assigns and transferees).

BACKGROUND:

(A)                               The Borrower and Prominent Asset Investment Limited as lender (the Lender) and calculation agent entered into a margin loan facility agreement dated 22 March 2013 (the Facility Agreement).

(B)                               Pursuant to an English law share and account charge dated 22 March 2013 between the Chargors and the Chargee (the Original Security Agreement), the Chargors created Security over certain of their assets as security for, among other things, the due and punctual payment and discharge of all the Secured Obligations (as defined in the Original Security Agreement).

(C)                               The Facility Agreement has been amended by the amendment agreement dated on or about the date of this Deed between, amongst others, the Borrower and the Lender (the Amendment Agreement).

(D)                               The Chargors and the Chargee consider that the Security created by each Chargor under the Original Security Agreement secures payment of the Secured Obligations (as defined below), but enter into this Deed in case they do not.

(E)                                This Deed is confirmatory and supplemental to the Original Security Agreement and, to the extent there is any doubt as to whether the Security created by the Original Security Agreement secures all of the Secured Obligations (as defined below), the Chargors agree to create new Security as set out in Clause 3 (Creation of Security) below.

(F)                                 It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

IT IS AGREED as follows:

1.                                      INTERPRETATION

(a)                                 In this Deed:

Amended Facility Agreement means the Facility Agreement as amended by the Amendment Agreement.

Borrower means Kanrich Holdings Limited, a BVI Business Company incorporated with limited liability in the British Virgin Islands with registration number 1749526 and its registered office at Commerce Chambers, P. O. Box 2208, Road Town, Tortola, British Virgin Islands.

Cash Account means, in respect of each Charged Account, a cash sub-account opened in the name of such Chargor with the Custodian (or its nominee(s)) which forms part of that Charged Account (and any account or sub-account established in substitution therefor).

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Cash Collateral means, in respect of each Chargor, any and all credit balances from time to time on each relevant Cash Account and all rights, benefits and proceeds in respect of each such credit balance and each relevant Cash Account.

Charged Account means, in respect of each Chargor, a custody account opened in the name of such Chargor with the Custodian (or its nominee(s)), particulars of which are set out in Schedule 2 (Charged Accounts) (and any account or sub-account established in substitution therefor), comprising a Cash Account and a Securities Account.

Charged Assets means the assets from time to time subject, or expressed to be subject, to the Charges or any part of those assets.

Charges means all or any of the Security created or expressed to be created by or pursuant to this Deed.

Deed of Indemnity means the deed of indemnity by the Chargors to the Lender dated 22 March 2013.

Initial Shares means, in relation to a Chargor, such number of Ordinary Shares as are set out in Column (B) of Schedule 1 (Chargors) opposite the name of such Chargor (and any reference to Initial Shares without reference to any one Chargor shall be construed as a reference to the total number of Ordinary Shares set out in Column (B) of Schedule 1 (Chargors)).

Party means a party to this Deed.

Secured Obligations means:

(i)                                     all obligations which any one or more of the Chargors and the Guarantor may at any time have to the Lender (whether for itself or on behalf of a Direct Transferee (as defined in the Deed of Indemnity)) under or pursuant to any or all of the Finance Documents including without limitation this Deed and the Amended Facility Agreement and any liability in respect of any further advances made thereunder, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity); and

(ii)                                  all obligations covenanted to be discharged by any or all of the Chargors in this Deed.

Securities Account means, in respect of each Charged Account, a securities sub-account opened in the name of such Chargor with the Custodian (or its nominee(s)) and which forms part of that Charged Account (and any account or sub-account established in substitution therefor).

(b)                                 Capitalised terms defined in the Original Security Agreement have, unless expressly defined in this Deed, the same meaning in this Deed.

(c)                                  The provisions of clauses 1.2 (Construction) and 1.3 (Third Party Rights) of the Original Security Agreement apply to this Deed as though they were set out in full in this Deed except that references to the Original Security Agreement will be construed as references to this Deed.

2.                                      CONFIRMATION

Notwithstanding any amendment, restatement and/or substitution made to the Facility Agreement pursuant to the Amendment Agreement and any new Security created pursuant to this Deed, each Chargor confirms to the Chargee that the Security created under the Original Security Agreement shall continue to secure payment and discharge of the Secured Obligations (as defined in Original Security Agreement, and for the avoidance of doubt, such obligations include all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Obligors to the Lender under each Finance Document (including the Amended Facility Agreement)).

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3.                                      CREATION OF SECURITY

3.1                               Charge over Charged Shares and Securities Account

As continuing security for the due and punctual payment and discharge of all the Secured Obligations, each Chargor charges, with full title and guarantee and by way of first fixed charge in favour of the Chargee:

(a)                                 all its rights, title and interest present and future in and to the Charged Shares and the Related Assets; and

(b)                                 all its rights, title and interest present and future in respect of or represented by each relevant Securities Account.

3.2                               Charge over Cash Collateral

As continuing security for the due and punctual payment and discharge of all the Secured Obligations, each Chargor charges, with full title and guarantee and by way of first fixed charge in favour of the Chargee each relevant Cash Collateral.

3.3                               Assignment

As continuing security for the due and punctual payment and discharge of all the Secured Obligations, each Chargor assigns and agrees to assign absolutely, subject to a proviso for re-assignment on redemption, with full title and guarantee to the Chargee all and any of that Chargor’s rights, title and interest arising from time to time under the Custody Agreement to which it is a party.

3.4                               Notice of Assignment

The Chargors shall immediately upon the execution of this Deed deliver to the Chargee (or procure delivery of) a notice to the custodian in substantially the form set out in schedule 8 to the Amended Facility Agreement (Form of Notice to Custodian) duly executed by, or on behalf of, each Chargor and shall ensure reasonable endeavours are used to procure that such notice is delivered to and acknowledged by the Custodian.

3.5                               Ranking of Security

(a)                                 Where this Deed purports to create a first fixed Security, that Security will be a second ranking Security ranking subject to the equivalent Security created by the Original Security Agreement until such time as the Security created by the Original Security Agreement ceases to have effect.

(b)                                 Where a right or asset has been assigned (subject to a proviso for re-assignment on redemption) under the Original Security Agreement and the same asset or right is purported to be assigned (subject to a proviso for re-assignment on redemption) again under this Deed, that second assignment will take effect as a fixed charge over that right or asset and will only take effect as an assignment if the relevant Security created by the Original Security Agreement ceases to have effect at a time when this Deed still has effect.

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3.6                               Registration

Each Chargor shall immediately upon execution of this Deed (and in any event, within five Business Days from the date of this Deed):

(a)                                 enter particulars as required by the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the BVI Act) of the Charges in the register of charges and immediately after entry of such particulars has been made, provide the Chargee with a certified true copy of the updated register of charges; and

(b)                                 effect registration, or assist the Chargee in effecting registration, of this Deed with the Registrar of Corporate Affairs pursuant to section 163 of the BVI Act by making the required filing, or assisting the Chargee in making the required filing, in the approved form with the Registrar of Corporate Affairs and (if applicable) provide confirmation in writing to the Chargee that such filing has been made and shall, immediately on receipt, deliver or procure to be delivered to the Chargee the certificate of registration of charge issued by the Registrar of Corporate Affairs evidencing that the requirements of Part VIII of the BVI Act as to registration have been complied with and the filed, stamped copy of the application concerning the relevant particulars of charge.

3.7                               Register of members

Each Chargor will immediately after execution of this Deed, provide the Chargee with a certified copy of the register of members of the Issuer including the following notation in respect of each Chargor, specifying the correct number of Initial Shares:

“[Number] of ordinary shares issued on [date(s)] as fully paid up and registered in the name of [insert Chargor’s name] are charged, as a second ranking security subject to the equivalent security created by an English law share and account charge dated 22 March 2013 (the Original Security Agreement) until such time as the security created by the Original Security Agreement over such shares ceases to have effect, in favour of Prominent Asset Investment Limited (the Chargee) pursuant to a confirmatory share and account charge dated [insert date], as amended from time to time. This statement (including the name of the Chargee) has been entered on this register of members on [insert date].”

3.8                               Letter of undertaking and confirmation

On the date of this Deed:

(a)                                 each Chargor is deemed to have executed and served on the Chargee a letter of undertaking and confirmation in the form of Schedule 3 (Form of Undertaking and Confirmation); and

(b)                                 the Chargee acknowledges receipt of the letter of undertaking and confirmation in the form of Schedule 3 (Form of Undertaking and Confirmation).

4.                                      GUARANTEE

Each of Jun Heng and On Chance irrevocably and unconditionally:

(a)                                 guarantees (on a joint and several basis) to the Chargee the due and punctual observance and performance by the Obligors of all their obligations under or pursuant to the Finance Documents (including the Amended Facility Agreement and this Deed) and agrees to pay to the Chargee from time to time on demand all sums of money which any of the Obligors is at any time liable to pay to the Chargee under or pursuant to the Finance Documents (including the Amended Facility Agreement and this Deed) and which have become due and payable but have not been paid at the time such demand is made; and

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(b)                                 agrees as a primary obligation to indemnify (on a joint and several basis) the Chargee from time to time on demand from and against any loss incurred by the Chargee as a result of any of the obligations of the Obligors under or pursuant to the Finance Documents (including the Amended Facility Agreement and this Deed) being or becoming void, voidable, unenforceable or ineffective as against any Obligor for any reason whatsoever, whether or not known to the Chargee, the amount of such loss being the amount which the Chargee would otherwise have been entitled to recover from such Obligor(s).

5.                                      INCORPORATION

(a)                                 Subject to paragraphs (b) and (c) below, the provisions of clause 2 (Interest on overdue sums), 5 (Restrictions and further assurance) (other than clauses 5.5 (Register of members) and 5.16 (Registration in the BVI)) to 25 (Assignment) (inclusive) of the Original Security Agreement are deemed to be incorporated into this Deed with all necessary modifications as if they were set out in full in this Deed.

(b)                                 Where a document has already been provided or an action has been taken under the Original Security Agreement pursuant to clause 5.4 (Delivery of documents of title) (excluding clause 5.4(c) and (d)), 5.6 (Additional Charged Shares) and 5.9 (Perfection and registration) of the Original Security Agreement, it shall be deemed to have been delivered or completed under this Deed on the date of this Deed or on the date on which such document is provided or such action is taken under the Original Security Agreement (if such document is provided or such action is taken after the date of this Deed) and shall not be required to be provided or done under this Deed. Notwithstanding any provision to the contrary in the Original Security Agreement, the Chargee will not be required to return any such documents to the relevant Chargor unless required under this Deed.

(c)                                  Each Chargor must forthwith upon the execution of this Deed, deliver to the Chargee, or as the Chargee may direct an executed letter agreement or letter of instructions from the Issuer, the Chargors and the Chargee to the registrar of the Issuer and acknowledged and agreed by the registrar in substantially the form set out in Schedule 4 (Form of Letter Agreement / Letter of Instructions to Registrar).

6.                                      COUNTERPARTS

This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

7.                                      MISCELLANEOUS

(a)                                 The Original Security Agreement will remain in full force and effect.

(b)                                 This Deed is designated a Finance Document.

8.                                      GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

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9.                                      JURISDICTION

9.1                               English Courts

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Deed (a “Dispute”).

9.2                               Convenient forum

The Parties agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly no Party will argue to the contrary.

9.3                               Benefit

This Clause 9 is for the benefit of the Chargee only. As a result and notwithstanding Clause 9.1, it does not prevent the Chargee from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Chargee may take concurrent proceedings in any number of jurisdictions.

9.4                               Service of process

Without prejudice to any other mode of service allowed under any relevant law, each of the Chargors:

(a)                                 irrevocably appoints Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed; and

(b)                                 agrees that failure by a process agent to notify any of the Chargors will not invalidate the proceedings concerned.

THIS DEED has been entered into as a deed on the date stated at the beginning of this Deed.

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SCHEDULE 1

CHARGORS

7

SCHEDULE 2

CHARGED ACCOUNTS

8

SCHEDULE 3

UNDERTAKING AND CONFIRMATION

Prominent Asset Investment Limited

P.O. Box 2208, Toad Town,

Tortola, British Virgin Islands

Dear Sirs

E-HOUSE (CHINA) HOLDINGS LIMITED (THE “COMPANY”)

We understand that, by a confirmatory share and account charge dated [·] March 2015 (the Confirmatory Share and Account Charge) in respect of, inter alia, shares of the Company between Kanrich Holdings Limited, On Chance Inc. and Jun Heng Investment Ltd. (each a Chargor and together the Chargors) and Prominent Asset Investment Limited as Chargee (the Chargee, which expression shall include its successors, assignees and transferees), each Chargor intends to create security in favour of the Chargee over Ordinary Shares in the Company (as security for one or more advances to be made by the Chargee to Kanrich Holdings Limited) (the Charge).

This undertaking and confirmation is given by each Chargor and the Company in favour of the Chargee.

1.                                      The Company hereby irrevocably and unconditionally undertakes to register in the register of members of the Company any and all share transfers to the Chargee or its nominee(s) in respect of Ordinary Shares in the Company submitted to the Company by the Chargee.

2.                                      The Company hereby confirms that it has instructed the registrar of the Company to make annotations of the existence of the Charge and the security interests created thereby in the register of members of the Company pursuant to the Charge.

3.                                      The Company hereby confirms that each copy of the register of members of the Company to be provided to the Chargee pursuant to the terms of the Charge will be a true copy of the register of members of the Company as at the date on which it is delivered and that the Company will not redesignate or otherwise seek to recreate its register of member.

4.                                      Each Chargor hereby confirms that as at the date hereof, no share certificate has been issued to it in respect of any Ordinary Shares in the Company nor has it requested that the Company issue any share certificate in respect of any Ordinary Shares in the Company.

5.                                      Each Chargor hereby irrevocably undertakes that during the continuance of the security created by the Charge, it shall not require or request that the Company or its directors issue any share certificate or certificates in respect of Ordinary Shares in the name of such Chargor (or any nominee of such Chargor) except at the express written instruction of the Chargee and hereby instructs the Company not to issue any share certificate in respect of any Ordinary Shares in the name of such Chargor (or any nominee of such Chargor) until the security created by the Charge is unconditionally and fully released by the Chargee.

6.                                      The Company hereby irrevocably undertakes not to issue any share certificate in respect of Ordinary Shares in the name of such Chargor (or any nominee of such Chargor) during the continuance of the security created by the Charge unless it issues share certificates to all holders of Ordinary Shares (in which event the Company shall deliver any share certificate issued in the name of such Chargor directly to the Chargee).

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7.                                      The Chargee may assign the benefit of this undertaking and confirmation to the holder for the time being of the benefit of the Charge.

8.                                      Notwithstanding the fact that this document is executed under hand, it is intended that this document takes effect as a Deed.

9.                                      This undertaking and confirmation letter and any non-contractual rights arising out of or in connection with this undertaking and confirmation letter shall be governed by and construed in accordance with the laws of England.

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SCHEDULE 4

FORM OF LETTER AGREEMENT/ LETTER OF INSTRUCTIONS TO REGISTRAR

[On letterhead of Issuer]

Maples Fund Services (Cayman) Limited

PO Box 1093, Boundary Hall

Cricket Square, Grand Cayman

KY1-1102

Cayman Islands

[insert address]

[insert date]

Dear Sirs

E-House (China) Holdings Limited (the Company): Agreement re Register of Members of the Company

We hereby notify you that pursuant to an confirmatory share and account charge (the Charge) dated [·] March 2015 between Prominent Asset Investment Limited (the Chargee, which expression shall include its successors, assignees and transferees), Kanrich Holdings Limited, On Chance Inc. and Jun Heng Investment Ltd. as chargors (each, a Chargor and together, the Chargors), each of the Chargors has granted a security interest in favour of the Chargee over potentially all the shares standing in its name on the register of members of the Company (the “Register”) and potentially all other shares in the Company from time to time legally or beneficially owned by it in the Company (the “Shares”).

We refer to the registrar agreement dated 23 February 2009 between you and the Company (the “Agreement”) and set out below the agreement reached between the Company, the Chargors, you and the Chargee in relation to the Register maintained by you pursuant to the Agreement that, notwithstanding any other provisions of the Agreement:

1.                                      You are to make annotations of the existence of the Charge and the security interests created thereby in the Register and such annotations should only be removed by you upon your receipt of the Discharge Notice (as defined below).

2.                                      At any time after the Chargee notifies you in writing that an Enforcement Event has occurred (as defined in the Original Security Agreement) you are authorised and entitled to rely upon the instructions of the Chargee to register the Chargee or its nominee (as the Chargee may direct) in the Register as the registered holder of the Shares (provided that the Chargee delivers to you a duly completed and executed transfer form together with the relevant share certificates (if any) in respect of the Shares being transferred) and to otherwise comply with any directions or instructions from the Chargee in relation thereto. Such authorisation and entitlement to rely upon the instructions of the Chargee shall terminate only upon your receipt of a notification in writing from the Chargee confirming that the Charge has been discharged (such notification being the “Discharge Notice”).

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3.                                      In performing your obligations under the terms of this letter you shall be entitled to rely upon instructions given by, or purporting to be given by, a director or other officer or authorised signatory of the Chargee.

4.                                      The Chargee’s instructions shall prevail in all circumstances in respect of the matters referred to in 1 and 2 above and you are entitled to comply with such instructions of the Chargee.

5.                                      The Company and the Chargors shall jointly and severally indemnify (on a full indemnity basis) and hold harmless you, the firm of Maples and Calder and any entities, whether partnerships, companies or otherwise, owned or controlled by, or under common control with or affiliated with, Maples and Calder as may be established from time to time (for themselves and on trust and as agents for the benefit of the other persons mentioned below), their successors and assigns and their respective directors, officers, employees, agents and partners present and future and each of them, as the case may be, against all liabilities, obligations losses, damages, penalties, actions, proceedings, claims, judgements, demands, costs, expenses or disbursements of any kind (including legal fees and expenses) whatsoever which they or any of them may incur or be subject to in consequence of acting pursuant to any instructions received from the Chargee in respect of the matters referred to in 1 and 2 above. This indemnity provision shall survive termination of the agreement set out in this letter.

6.                                      The agreement set out in this letter shall terminate upon the earlier of the date of (i) the Discharge Notice, (ii) termination of the Agreement and (iii) you ceasing to maintain the Register of the Company.

7.                                      The Chargee may assign the benefit of this letter to the holder for the time being of the benefit of the Charge and shall give notice of such assignment to you, the Company and each Chargor.

8.                                      The following notice details shall be used for the purposes of giving any notice under this letter:

For the Company and each Chargor:

11/F, Qiushi Building

383 Guangyan Road

Zhabei District

Shanghai 200072

For you:

Maples Fund Services (Cayman) Limited

PO Box 1093, Boundary Hall

Cricket Square, Grand Cayman

KY1-1102

Cayman Islands

9.                                      Without prejudice to any other method by which a notice under this letter may be given, any notice under this letter may be given in person or by way of letter. If notice is delivered in person, it will be effective at the time of delivery. If notice is given by way of letter, it will be effective when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address.

The Company and you hereby agree that the Agreement, and all rights and obligations of the parties thereunder and under the Terms (as defined in the Agreement), shall remain in full force and effect. The terms of this letter shall not, except as expressly provided herein, be deemed to be consent to any waiver or modification of any other terms or provisions of the Agreement.

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The terms set out in this letter are governed by, and shall be construed in accordance with, the laws of the Cayman Islands.

Please confirm by countersigning below that you agree to the above.

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SIGNATORIES

Chargors

[Comfirmatory Share and Account Charge]

[Comfirmatory Share and Account Charge]

[Comfirmatory Share and Account Charge]

[Comfirmatory Share and Account Charge]