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

Under the Securities Exchange Act of 1934
(Amendment No.  5)*

(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. ¨

* This Schedule 13D constitutes Amendment No. 5 to the Schedule 13D on behalf of Mr. Xin Zhou dated April 1, 2013, Amendment No. 5 to the Schedule 13D on behalf of Kanrich Holdings Limited dated April 1, 2013, Amendment No. 1 to the Schedule 13D on behalf of On Chance Inc. dated June 19, 2015, Amendment No. 1 to the Schedule 13D on behalf of Jun Heng Investment Limited dated June 19, 2015, Amendment No. 1 to the Schedule 13D on behalf of Mr. Neil Nanpeng Shen dated June 19, 2015, Amendment No. 1 to the Schedule 13D on behalf of Smart Create Group Limited dated June 19, 2015, Amendment No. 1 to the Schedule 13D on behalf of Smart Master International Limited dated June 19, 2015, and Amendment No. 3 to the Schedule 13D on behalf of SINA Corporation dated April 30, 2012.

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).

2

3

4

5

6

7

8

9

Item 1. Security and Issuer.

This amendment No. 5 to statement on Schedule 13D amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on April 1, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on March 31, 2014, Amendment No. 2 filed on March 30, 2015, Amendment No. 3 filed on June 9, 2015, and Amendment No. 4 filed on June 19, 2015 (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, People’s Republic of China.

Except as provided herein, this statement does not modify any of the information previously reported on the Schedule 13D.

Item 2. Identity and Background.

Paragraph 7 of Item 2 of the Schedule 13D is hereby amended and restated by the following:

Mr. Neil Nanpeng Shen is a citizen of Hong Kong. Mr. Shen is a member of the board of directors of the Company.  Mr. Shen’s business address is Suite 3613, 36/F Two Pacific Place, 88 Queensway, Hong Kong.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the following:

The Consortium Members jointly submitted a revised non-binding proposal (the “Revised Proposal”) dated November 2, 2015 to the Company’s board of directors. In the Revised Proposal, the Consortium Members revised the cash consideration for the Proposed Transaction to US$6.64 per Share, or US$6.64 per ADS of the Company from the proposed consideration of US$7.38 per Share, or US$7.38 per ADS contained in the Proposal dated June 9, 2015.  The Consortium Members revised the proposed cash consideration due to a number of events and developments since the submission of the Proposal, including (1) the weaker-than-expected financial performance of Leju Holdings Limited, a majority owned subsidiary of the Company contributing a significant portion of the Company’s revenues and net income in 2014; (2) the negative impact of the sharp correction in China’s stock market on investors’ appetite for new fund allocations, which in turn has negatively affected the Consortium Members’ ability to raise the necessary equity financing anticipated by the Proposal; (3) the signification volatility experienced by the global financial markets, which has negatively affected the Consortium Members’ ability to raise the necessary debt anticipated by the Proposal; and (4) the negative effect of the depreciation of Renminbi against the US dollars on the valuation of the Company.

On November 2, 2015, the Consortium Members entered into an amended and restated consortium agreement (the “Amended Consortium Agreement”), replacing the Consortium Agreement dated June 19, 2015. Under the Amended Consortium Agreement, the Consortium Members have agreed to, among other things, form a consortium to work exclusively with one another to undertake the Proposed Transaction. In addition, the Consortium Members have agreed not to (1) make a competing proposal for the acquisition of control of the Company; or (2) acquire or dispose of any (i) ADSs, (ii) Shares of the Company or (iii) warrants, options or any other securities that are convertible into ADSs or Shares of the Company, other than pursuant to share incentive plans of the Company. Further, the Consortium Members have agreed to incorporate Holdco and cause Holdco to incorporate a wholly-owned subsidiary of Holdco to be merged with and into the Company upon consummation of the Proposed Transaction. Each Consortium Member has agreed to enter into a rollover agreement in customary form pursuant to which such Consortium Member will contribute Shares of the Company owned by him/it or his/its affiliates to Holdco or continue to hold Shares of the Company owned by him/it or his/its affiliates in the surviving company. Further, the Consortium Members agreed to conduct due diligence with respect to the Company and its business as each Consortium Member deems necessary; engage in discussions with the Company regarding the Proposal; negotiate in good faith any amendments to the terms of the Proposal, if applicable; negotiate in good faith the terms of the documentation required to implement the Proposed Transaction, including but not limited to a merger agreement, debt financing documents, if any, and certain other agreements that would include provisions in relation to certain special obligations and right of SINA; and if the Proposed Transaction is consummated, be reimbursed by the surviving company for certain costs and expenses related to the Proposed Transaction. The Consortium Members have also agreed to the proposed share exchange and share transfer between the surviving company and SINA at the closing of the Proposed Transaction, as set forth in detail in Schedule B to the Amended Consortium Agreement.

10

The descriptions of the Revised Proposal and the Amended Consortium Agreement in this Item 4 are qualified in their entirety by reference to the complete text of the Revised Proposal and the Amended Consortium Agreement, which have been filed as Exhibit K and Exhibit L hereto, and which are incorporated herein by reference in their entirety.

Item 5. Interest in Securities of the Issuer.

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

The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this statement are hereby incorporated by reference in this Item 5.

By virtue of their actions in respect of the Proposed Transaction as described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act.  As a member of a group, each of the Reporting Persons may be deemed to beneficially own the Shares beneficially owned by the members of the group as a whole.  Except as otherwise disclosed herein, each Reporting Person expressly disclaims any beneficial ownership of the Shares beneficially owned by each other Reporting Person.

The 35,052,925 Shares beneficially owned by Mr. Xin Zhou comprise (i) 17,790,125 Shares beneficially owned by Kanrich as described below, (ii) 4,064,800 Shares beneficially owned by On Chance as described below, (iii) 9,665,000 Shares beneficially owned by Jun Heng as described below, (iv) 216,666 Shares held by Mr. Zhou personally, (v) 3,183,000 Shares that Mr. Zhou has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (vi) 133,334 Shares that Mr. Zhou will acquire upon the vest of restricted shares within 60 days after November 2, 2015.

11

Mr. Xin Zhou holds 94% of the shares of Kanrich and is a director of Kanrich. Pursuant to Section 13(d) of the Act, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Shares of the Company held by Kanrich. 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 A-2 hereto, which is incorporated herein by reference.

Mr. Xin Zhou is the sole shareholder and the sole director of On Chance. Pursuant to Section 13(d) of the Act, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Shares of the Company held by On Chance Inc. The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of On Chance is set forth on Schedule B-2 hereto, which is incorporated herein by reference. On Chance holds 51.54% of the shares of Jun Heng. Mr. Zhou is a director of Jun Heng. Pursuant to Section 13(d) of the Act, 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. The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of Jun Heng is set forth on Schedule C-2 hereto, which is incorporated herein by reference. Mr. Xin Zhou disclaims beneficial ownership of the Shares owned by Kanrich, On Chance and Jun Heng except to the extent of his pecuniary interest therein.

The 3,663,363 Shares beneficially owned by Mr. Neil Nanpeng Shen comprise (i) 2,084,874 Shares directly held by Smart Create, a British Virgin Islands company solely owned and controlled by Mr. Shen, (ii) 1,363,939 Shares directly held by Smart Master, a British Virgin Islands company solely owned and controlled by Mr. Shen, (iii) 35,000 Shares personally held by Mr. Shen, (iv) 164,550 Shares that Mr. Shen has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (v) 15,000 Shares that Mr. Shen will acquire upon vest of restricted shares within 60 days after November 2, 2015.

SINA is the sole beneficial owner of 29,333,740 Shares (including Shares represented by ADSs). The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of SINA is set forth on Schedule F-2 hereto, which is incorporated herein by reference.

The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 142,598,380 Shares outstanding as of June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 filed on Form 6-K with the U.S. Securities and Exchange Commission on August 26, 2015, which exclude 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 statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A-1, Schedule B-1, Schedule C-1, Schedule D, Schedule E or Schedule F-1 hereto, beneficially owns any Shares or has the right to acquire any Shares.

Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A-1, Schedule B-1, Schedule C-1, Schedule D, Schedule E or Schedule F-1 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.

12

Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A-1, Schedule B-1, Schedule C-1, Schedule D, Schedule E or Schedule F-1 hereto, has effected any transaction in the Shares during the past 60 days or since the most recent filing on Schedule 13D (§ 240.13d-191), whichever is less.

Except as disclosed in this statement, to the best knowledge of the Reporting Persons, 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 the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by the following:

The descriptions of the principal terms of the Revised Proposal and the Amended Consortium Agreement under Item 4 are incorporated herein by reference in their entirety.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Item 7. Material to be Filed as Exhibits.

13

(1) Filed previously.

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

14

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.

15

16

SCHEDULE A-1

Directors and Executive Officers of Kanrich

17

SCHEDULE A-2

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 June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 on Form 6-K filed with the U.S. Securities and Exchange Commission on August 26, 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 June 30, 2015 is 142,598,380 Shares, excluding 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 November 2, 2015, (ii) 234,500 Shares that Mr. Huang has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Huang will acquire upon the vest of restricted shares within 60 days after November 2, 2015.

18

SCHEDULE B-1

Directors and Executive Officers of On Chance

19

SCHEDULE B-2

Shares Beneficially Owned by the Directors and Executive Officers of On Chance

(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 June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 on Form 6-K filed with the U.S. Securities and Exchange Commission on August 26, 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 June 30, 2015 is 142,598,380 Shares, excluding Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan.

20

SCHEDULE C-1

Directors and Executive Officers of Jun Heng

21

SCHEDULE C-2

Shares Beneficially Owned by the Directors and Executive Officers of Jun Heng

(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 June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 on Form 6-K filed with the U.S. Securities and Exchange Commission on August 26, 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 June 30, 2015 is 142,598,380 Shares, excluding Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan.

(2) Represent (i) 20,185 Shares Mr. Zang personally held as of November 2, 2015, (ii) 306,750 Shares that Mr. Zang has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Zang will acquire upon the vest of restricted shares within 60 days after November 2, 2015.

(3) Represent (i) 13,472  Shares Mr. Zhu personally held as of November 2, 2015 and (ii) 572,900 Shares that Mr. Zhu has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 30,000 Shares that Mr. Zhu will acquire upon the vest of restricted shares within 60 days after November 2, 2015.

(4) Represent (i) 35,981 Shares Mr. Wu personally held as of November 2, 2015, (ii) 106,700 Shares that Mr. Wu has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 26,668 Shares that Mr. Wu will acquire upon the vest of restricted shares within 60 days after November 2, 2015.

22

(5) Represent (i) 49,998 Shares Mr. Huang personally held as of November 2, 2015, (ii) 234,500 Shares that Mr. Huang has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Huang will acquire upon the vest of restricted shares within 60 days after November 2, 2015.

(6) Represent (i) 33,332 Shares Mr. Ding personally held as of November 2, 2015, (ii) 59,334 Shares that Mr. Ding has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Ding will acquire upon the vest of restricted shares within 60 days after November 2, 2015.

23

SCHEDULE D

Directors and Executive Officers of Smart Create

24

SCHEDULE E

Directors and Executive Officers of Smart Master

25

SCHEDULE F-1

Directors and Executive Officers of SINA Corporation

26

SCHEDULE F-2

Shares Beneficially Owned by the Directors and Executive Officers of SINA Corporation

(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 June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 on Form 6-K filed with the U.S. Securities and Exchange Commission on August 26, 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 June 30, 2015 is 142,598,380 Shares, excluding 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. Charles Chao personally held as of November 2, 2015, (ii) 712,000 Shares that Mr. Charles Chao has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Charles Chao will acquire upon the vest of restricted shares within 60 days after November 2, 2015.

(3) Represent 148,950 Shares, represented by ADSs, personally held by Ms. Hong Du as of November 2, 2015.

27

Exhibit L

Execution Version

AMENDED AND RESTATED CONSORTIUM AGREEMENT

among

XIN ZHOU

NEIL NANPENG SHEN

and

SINA CORPORATION

Dated as of November 2, 2015

TABLE OF CONTENTS

i

ii

THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT (the “Agreement”) is made as of November 2, 2015, among (a) Xin Zhou (“Mr. Zhou”), (b) Neil Nanpeng Shen (“Mr. Shen”), and (c) SINA Corporation, a company incorporated under the laws of the Cayman Islands (“SINA”). Each of Mr. Zhou, Mr. Shen and SINA is referred to herein as a “Party” and collectively as the “Parties.”

All defined terms used but not defined in the first place they appear in the Agreement are defined under Article XI hereof.

WHEREAS, the Parties entered into a consortium agreement on June 19, 2015 forming a consortium (the “Consortium”) to undertake a transaction (the “Transaction”) to acquire E-House (China) Holdings Limited (the “Target”) which would result in a delisting of the Target from the New York Stock Exchange (the “NYSE”) and deregistering the Target under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”);

WHEREAS, as part of the Transaction, the Parties propose to incorporate a new company (“Holdco”) under the laws of the Cayman Islands, and to cause Holdco to incorporate a direct or indirect wholly-owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands. At the Closing, the Parties intend that (a) Merger Sub will be merged with and into the Target (the “Merger”), with the Target being the surviving company (the “Surviving Company”) and becoming a direct, wholly-owned subsidiary of Holdco, (b) each outstanding Target Ordinary Share, other than the Rollover Shares (as defined below), will be cancelled in consideration for the right to receive the merger consideration per Target Ordinary Share to be set forth in the Merger Agreement (as defined below) (the “Merger Consideration”); and (c) all remaining Target Ordinary Shares held by the Parties or their respective affiliated investment vehicles, in each case as specified in Schedule A (collectively, the “Rollover Shares”) will be surrendered, cancelled and contributed to Holdco for no consideration or roll over to the Surviving Company for no consideration;

WHEREAS, on June 9, 2015, Mr. Zhou and Mr. Shen submitted a non-binding proposal (the “Original Proposal”) to the Target’s board of directors in connection with the Transaction. Given multiple changing factors, the Consortium intends to submit a revised non-binding proposal to the Target’s board of directors in connection with the Transaction (together with the Original Proposal, the “Proposal”), in connection with which the Parties intend to enter into this Agreement replacing the consortium agreement dated June 19, 2015; and

WHEREAS, in accordance with the terms of this Agreement, the Parties will cooperate and participate in (a) the evaluation of the Target, including conducting due diligence, (b) discussions regarding the Proposal with the Target, and (c) the negotiation of the terms of the Documentation in connection with the Transaction (in which negotiations the Parties expect that the Target will be represented by a special committee of independent and disinterested directors of the Target), including an agreement and plan of merger among Holdco, Merger Sub and the Target in the form to be agreed by the Parties (the “Merger Agreement”), which shall be subject to the approval of the board of directors of the Target.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1

ARTICLE I

ARRANGEMENTS; ADDITIONAL CONSORTIUM MEMBERS

Section 1.01                             Holdco, Merger Sub and Arrangements.

(a)                                 Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub, and (ii) negotiate in good faith and use reasonable best efforts to agree upon the terms of the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing.

(b)                                 Each Party shall, in connection with the execution of the Merger Agreement, (i) enter into a rollover agreement in customary form pursuant to which such Party will contribute at the Closing all Target Ordinary Shares owned by him/it or his/its affiliated investment vehicles (if any) to Holdco or continue to hold at the Closing all Target Ordinary Shares owned by him/it or his/its affiliated investment vehicles (if any) in the Surviving Company (as further discussed and agreed between the Parties), and (ii) deliver a funding commitment letter in customary form, pursuant to which, such Party will fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties.

(c)                                  The relative beneficial ownership of the Surviving Company by the Parties shall be based on their relative capital contributions to Holdco or the Surviving Company, whether in cash or in the form of Rollover Shares (with the Target Ordinary Shares contributed by the Parties being valued at the same per share consideration as provided in the Merger Agreement) or a combination of both, except as otherwise agreed to by all of the Parties in writing.

Section 1.02                             Additional Consortium Members. The Parties may together agree to admit one or more additional members (the “Additional Members”) of the Consortium which will provide equity capital and/or debt financing to the Consortium for the consummation of the Transaction. Any additional member admitted to the Consortium shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule C (the “Adherence Agreement”) and upon its execution of the Adherence Agreement, such additional member shall become an Additional Member for the purposes of this Agreement.

ARTICLE II

PARTICIPATION IN TRANSACTION; ADVISORS; APPROVALS

Section 2.01                             Transaction Process.

(a)                                 The Parties shall: (a) undertake due diligence with respect to the Target and its business as each Party deems necessary; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith (i) any amendments to the terms of the Proposal, if applicable, and (ii) the terms of the Documentation (including the terms of any other agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties), in each case, which terms must be acceptable to each Party in their respective discretion.

2

(b)                                 Each Party shall use its/his reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Target for the purposes of gaining access to information with respect to the Target in connection with the Transaction.

Section 2.02                             Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with potential debt financing sources, if any, (c) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (d) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the Documentation, (e) providing timely responses to requests by another Party for information, (f) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (g) consulting with each other and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 7.01. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). The Parties agree and confirm that none of the Parties shall provide any information in breach of any of its or his obligations or fiduciary duties to the Target.

Section 2.03                             Appointment of Advisors.

(a)                                 All joint Advisors, and the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties in connection with the Proposal and the Transaction shall be satisfactory to each Party.

(b)                                 If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it; provided, that such Party shall (i) provide prior notice to the other Parties of such retention and (ii) be solely responsible for the fees and expenses of such separate Advisors unless otherwise agreed to in advance by the Parties in writing.

ARTICLE III

TRANSACTION COSTS

Section 3.01                             Expenses and Fee Sharing.

(a)                                 Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement and the other Documentation, (ii) the retention by the Consortium of a financial due diligence advisor, (iii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger

3

Agreement, and (iv) the retention of Advisors by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 2.03(b) unless otherwise agreed to in advance by the Parties in writing).

(b)                                 Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes (other than fees, expenses and disbursements of any separate Advisors retained by the Parties pursuant to Section 2.03(b) unless otherwise agreed to in advance by the Parties in writing).

(c)                                  If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party for all of its out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties (including the fees, expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 2.03(b)) and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party.

(d)                                 Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

ARTICLE IV

LIMITATION OF LIABILITY

Section 4.01                             Limitation of Liability. The obligations of each Party under this Agreement are several (and not joint or joint and several) and, except as set forth in Section 3.01(a), each Party’s obligation for fees and costs pursuant to Article III is capped at such Party’s Respective Proportion. If a Claim has arisen as a result of the fraud, willful misconduct or breach of this Agreement by a Party, then Liability for such Claim will rest solely with such Party.

ARTICLE V

EXCLUSIVITY

Section 5.01                             Exclusivity Period. During the Exclusivity Period each Party:

(a)                                 shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable;

4

(iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction;

(b)                                 shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b);

(c)                                  shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and

(d)                                 notify the other Parties promptly if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of the approach or communication, and promptly provide copies of any such written Competing Proposal.

ARTICLE VI

TERMINATION

Section 6.01                             Failure to Agree; Mutual Termination; Termination After Execution of Documentation.

5

(a)                                 If the Parties, after good faith endeavors to pursue the Transaction in compliance with the other sections of this Agreement, are unable to agree either (i) as between themselves upon the material terms of the Transaction or (ii) with the Special Committee on the material terms of a transaction which the Special Committee agrees to recommend to the public shareholders of the Target, then (A) a Party may cease its participation in the Transaction upon prior written notice to the other Parties; and (B) this Agreement shall terminate with respect to such withdrawing Party thereafter, following which the provisions of Section 6.02(a) will apply.

(b)                                 This Agreement shall terminate at any time upon the mutual written agreement of the Parties.

(c)                                  After the execution of the Merger Agreement, this Agreement shall terminate without any further action on the part of any Party, upon the earlier of (i) the date the Transaction is consummated, or (ii) the date that the Merger Agreement is validly terminated in accordance with its terms.

Section 6.02                             Effect of Termination.

(a)                                 Upon termination of this Agreement with respect to a Party pursuant to Section 6.01(a), Article III (Transaction Costs), Article IV (Limitation of Liability), Article V (Exclusivity), Article VI (Termination), Section 7.02 (Confidentiality), Article VIII (Notices) and Article X (Miscellaneous) shall continue to bind such Party and such Party shall be liable under Article III for its pro rata portion of any expenses for which it is obligated under Section 3.01(b) incurred prior to the termination of this Agreement with respect to such Party. The Parties shall otherwise not be liable to each other in relation to this Agreement, other than in respect of a breach of this Agreement occurring prior to termination.

(b)                                 Upon termination of this Agreement with respect to a Party pursuant to Section 6.01(b) or Section 6.01(c), Article III (Transaction Costs), Article IV (Limitation of Liability), Article VI (Termination), Section 7.02 (Confidentiality), Article VIII (Notices) and Article X (Miscellaneous) shall continue to bind such Party and such Party shall be liable under Article III for its pro rata portion of any expenses for which it is obligated under Section 3.01(b) incurred prior to the termination of this Agreement with respect to such Party. The Parties shall otherwise not be liable to each other in relation to this Agreement, other than in respect of a breach of this Agreement occurring prior to termination.

ARTICLE VII

ANNOUNCEMENTS AND CONFIDENTIALITY

Section 7.01                             Announcements. No announcements regarding the subject matter of this Agreement shall be issued by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed, except to the extent that any such announcements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange (but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable).

Section 7.02                             Confidentiality.

6

(a)                                 Except as permitted under Section 7.03, each Party shall not, and shall direct that its Representatives do not, without the prior written consent of the other Parties, disclose any Confidential Information received by it (the “Recipient”) from any other Party (the “Discloser”). Each Party shall not and shall direct its Representatives not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.

(b)                                 Subject to Section 7.02(c), the Recipient shall safeguard and return to the Discloser any Confidential Information which falls within paragraph (a) of the definition of Confidential Information, on demand, or in the case of electronic data (other than any electronic data stored on the back-up tapes of the Recipient’s hardware), destroy at the option of the Recipient, any Confidential Information contained in any material in its or its Representatives’ possession or control.

(c)                                  Each Party may retain in a secure archive a copy of the Confidential Information referred to in Section 7.02(b) if the Confidential Information is required to be retained by such Party for regulatory purposes or in connection with a bona fide document retention policy.

(d)                                 Each Party acknowledges that, in relation to Confidential Information received from the other Party, the obligations contained in Section 7.02(a) shall continue to apply for a period of twenty-four (24) months following termination of this Agreement unless otherwise agreed in writing.

Section 7.03                             Permitted Disclosures. A Party may make disclosures (a) to those of its Representatives as such Party reasonably deems necessary to give effect to or enforce this Agreement (including potential sources of capital) but only on a confidential basis; (b) if required by law or a court of competent jurisdiction, the SEC, the NYSE or another regulatory body or international stock exchange having jurisdiction over a Party or pursuant to whose rules and regulations such disclosure is required to be made, but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable; or (c) if the information is publicly available other than through a breach of this Agreement by such Party or its Representatives.

ARTICLE VIII

NOTICES

Section 8.01                             Notices. Any notice, request, instruction or other document to be given hereunder by any Party to another Party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile, overnight courier or electronic mail:

If to Mr. Zhou:

Mr. Xin Zhou
11/F Qiushi Building
No. 383 Guangyan Road
Zhabei District, Shanghai 200072

7

People’s Republic of China
Facsimile: +86 21 6133 0707
E-mail: zhouxin@ehousechina.com

If to Mr. Shen:

Mr. Neil Nanpeng Shen
Suite 2215, 22/F Two Pacific Place
88 Queensway
Hong Kong
Facsimile: +852 2501 5249
E-mail: shen@sequoiacap.com

If to SINA:

SINA Corporation
20/F Beijing Ideal International Plaza
No. 58 North 4th Ring Road West
Haidian District, Beijing, 100080
People’s Republic of China
Attention: Bonnie Zhang, Chief Financial Officer
Facsimile: +86 10 8260 7073
E-mail: bonnie@staff.sina.com.cn

or to such other address or facsimile number or email address as such Party may hereafter specify for the purpose by notice to the other Party hereto. All such notices, requests and other communications, (a) if hand delivered, shall be deemed received on the date of receipt by the recipient thereof if received prior to 6:00 p.m. on a Business Day in the place of receipt; otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt; (b) if posted by mail, it shall be treated as delivered five (5) days after posting; (c) if transmitted by facsimile or email, shall be deemed received upon confirmation of delivery.

ARTICLE IX

REPRESENTATIONS AND WARRANTIES

Section 9.01                             Representations and Warranties. Each Party hereby represents and warrants (on behalf of such Party only) to other Parties that (a) it has the requisite power and authority or, in the case of Mr. Zhou or Mr. Shen, the legal capacity and right to execute, deliver and perform this Agreement, (b) except in the case of Mr. Zhou or Mr. Shen, the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such person and no additional proceedings are necessary to approve this Agreement, and (c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement enforceable against such Party in accordance with the terms hereof. Each Party further represents and warrants (on behalf of such Party only) to other Parties that (a) its execution, delivery and performance (including the provision and exchange of information) of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract or agreement to which such person is a party or by which such person is bound or

8

office such person holds; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such person or any of the properties or assets of such person; or (iii) result in the creation of, or impose any obligation on such person to create, any lien, charge or other encumbrance of any nature whatsoever upon such person’s properties or assets, and (b) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Party.

Section 9.02                             Target Ordinary Shares. Each Party further represents and warrants (on behalf of such Party only) to other Parties that as of the date of this Agreement, (a) unless otherwise disclosed in Schedule A, such Party or its Affiliates hold (i) of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” next to its or its Affiliate’s name on Schedule A hereto, and (ii) the other Securities set forth under the heading “Other Securities” next to its or its Affiliate’s name on Schedule A hereto, in each case free and clear of any encumbrances or restrictions; (b) unless otherwise disclosed in Schedule A, such Party has the sole right to control the voting and disposition of the Target Ordinary Shares (if any) and any other Securities (if any) held by such Party or its Affiliates; and (c) such Party does not own, directly or indirectly, any Target Ordinary Shares or other Securities other than as set forth on Schedule A hereto.  For purposes of this Section 9.02, “owns” means the relevant Party (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

Section 9.03                             Separate Representations and Warranties. Each representation and warranty in Section 9.01 and Section 9.02 is a separate representation and warranty. The interpretation of any representation and warranty may not be restricted by reference to or inference from any other representation and warranty.

Section 9.04                             Reliance. Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and in reliance upon (among other things) the representations and warranties in Section 9.01 and Section 9.02 and have been induced by it to enter into this Agreement.

ARTICLE X

MISCELLANEOUS

Section 10.01                      Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

Section 10.02                      Further Assurances. Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

Section 10.03                      Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not

9

affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

Section 10.04                      Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by the Parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Party against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.05                      Language. The official text of this Agreement and any notices given or made hereunder shall be in English.

Section 10.06                      Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each Party shall not be assigned without the prior consent of other Parties; provided, however, a Party may assign its respective rights and obligations under this Agreement, in whole or in part, to any affiliated investment funds of the Party, any limited partners or investment vehicles of the Party or such funds (other than any portfolio companies of the Party or such funds) and, subject to the consent of the other Parties (not to be unreasonably withheld or delayed), any other co-investors of the Party (as the case may be), but no such assignment shall relieve the Party from any of its obligations hereunder. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any person, other than the Parties and their heirs, successors, legal representatives and permitted assigns, any rights, benefits, claims or remedies whatsoever under or by reason of this Agreement or any provision hereof.

Section 10.07                      No Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Party.

Section 10.08                      Counterparts. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document. This Agreement shall not be effective until each Party has executed at least one counterpart.

Section 10.09                      Governing Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of New York without regard to the conflicts of laws principles thereof (other than Section 5-1401 of the General Obligations Law and any successor provision thereto).

Section 10.10                      Dispute Resolution.

(a)                                 Subject to Section 10.11, any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 10.10. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an

10

“Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)                                 Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10.10, any Party may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10.10(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10.11 in any way.

Section 10.11                      Remedies. Without prejudice to the rights and remedies otherwise available to any Party, including the right to claim money damages for breach of any provision hereof, any Party may bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement.

ARTICLE XI

DEFINITIONS AND INTERPRETATION

Section 11.01                      Definitions. In this Agreement, unless the context requires otherwise: -

“ADSs” means the American Depositary Shares of the Target, each of which currently represents one Target Ordinary Share.

“Advisors” means the legal, accounting, banking and other advisors and/or consultants of the Consortium, Holdco, the Parties and/or a Party, as the case may be, appointed in connection with the Transaction.

“Affiliate” means, with respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified person and “Affiliates” shall be construed accordingly.

“Agreement” means this Amended and Restated Consortium Agreement, as amended, modified or supplemented from time to time in accordance with its terms.

11

“Arbitrator” has the meaning given in Section 10.10.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in the People’s Republic of China, Hong Kong and in New York, New York, for the transaction of normal banking business.

“Claim” means a claim against any one or more of the Parties arising from or relating to the Transaction in respect of which a Party is, or is sought to be, made liable to pay any sum of money to any person other than a Party (or any of their respective Affiliates), whether on a joint and several basis or on any other basis.

“Closing” means the consummation of the Transaction.

“Competing Proposal” means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

“Confidential Information” includes (a) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Agreement or the Transaction, unless such information is already known to such Party or to others not known by such Party to be bound by a duty of confidentiality or such information is or becomes publicly available other than through a breach of this Agreement by such Party and (b) the terms of, and any negotiations or discussions relating to, the Proposal.

“Control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise.

“Discloser” has the meaning given in Section 7.02(a).

“Documentation” means the documentation required to implement the Transaction, including the Proposal, the Merger Agreement, debt financing documents, if any, filings with the SEC and other governmental agencies, and ancillary documentation, in each case, in the form to be agreed by the Parties.

“Exchange Act” has the meaning given in the recitals.

“Exclusivity Period” means the period beginning on June 19, 2015 and ending on the first to occur of (a) the date nine (9) months after the June 19, 2015 and (b) the mutually agreed termination of this Agreement pursuant to Section 6.01(b).

“HKIAC” has the meaning given in Section 10.10.

“Holdco” has the meaning given in the recitals.

“Liability” means a liability to pay a sum of money arising pursuant to a Claim (which sum is deemed to include all legal and other costs, damages, losses and expenses incurred in connection with (or arising directly or indirectly from) defending, disputing or otherwise dealing with any such Claim) where the liability arises from a judgment given by a

12

court of competent jurisdiction, the final decision given in any binding arbitration proceedings or the agreed settlement of the Claim.

“Merger” has the meaning given in the recitals.

“Merger Agreement” has the meaning given in the recitals.

“Merger Consideration” has the meaning given in the recitals.

“Merger Sub” has the meaning given in the recitals.

“NYSE” has the meaning given in the recitals.

“Original Proposal” has the meaning given in the recitals.

“Parties” has the meaning given in the preamble.

“Proposal” has the meaning given in the recitals.

“Recipient” has the meaning given in Section 7.02(a).

“Representative” of a Party means such Party’s officers, managers, directors, general partners, employees, outside counsel, accountants, consultants, financial advisors, potential sources of equity or debt financing (and their respective counsel).

“Respective Proportion” means, with respect to a Party, the proportion that such Party’s (and its Affiliates) planned direct and/or indirect equity participation in the Surviving Company bears to the aggregate amount of all of the Parties’ (and their respective Affiliates) planned direct and/or indirect equity participation in the Surviving Company.

“Rollover Shares” has the meaning given in the recitals.

“SEC” means the United States Securities and Exchange Commission.

“Securities” means (a) any ADSs, (b) any shares in the Target, and (c) any warrants, options and any other securities which are convertible into or exercisable for ADSs or shares in the Target.

“Special Committee” means a special committee of independent, disinterested directors of the Target that has been established to be responsible for, among other matters, evaluating the Transaction and negotiating the terms of the Transaction with the Consortium.

“Surviving Company” has the meaning given in the recitals.

“Target” has the meaning given in the recitals.

“Target Ordinary Shares” means the issued and outstanding ordinary shares, par value US$0.001 per share, of the Target, including the ordinary shares represented by ADSs.

“Transaction” has the meaning given in the recitals.

“Transfer” has the meaning given in Section 5.01(b).

13

Section 11.02                      Statutory Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.

Section 11.03                      Recitals and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.

Section 11.04                      Meaning of References. In this Agreement, unless the context requires otherwise:

(a)                                 words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

(b)                                 references to a “person” shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a “company” shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

(c)                                  references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation;

(d)                                 any reference to “writing” or “written” includes any method of reproducing words or text in a legible and non-transitory form;

(e)                                  references to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced from time to time;

(f)                                   references to “US$” are to the lawful currency of the United States of America, as at the date of this Agreement; and

(g)                                  references to “Target Ordinary Shares” shall include Target Ordinary Shares represented by ADSs.

Section 11.05                      Headings. Section and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.

Section 11.06                      Negotiation of the Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

14

[Signature page follows.]

15

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

[Signature Page to Amended and Restated Consortium Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

[Signature Page to Amended and Restated Consortium Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

[Signature Page to Amended and Restated Consortium Agreement]

SCHEDULE A

EXISTING SHARE OWNERSHIP

Notes:

(1)         Mr. Xin Zhou is the sole shareholder and the sole director of On Chance Inc. (“On Chance”).

(2)         Mr. Xin Zhou holds 94% of the shares of Kanrich Holdings Limited (“Kanrich”) and is a director of Kanrich.

(3)         On Chance Inc. holds 51.54% of the shares of Jun Heng Investment Limited (“Jun Heng”). Mr. Zhou is a director of Jun Heng.

(4)         In connection with a Margin Loan Facility Agreement dated March 22, 2013 by and between Kanrich and Prominent Asset Investment Limited (“Prominent”) and an amendment to the Margin Loan Facility Agreement dated March 20, 2015, Kanrich, Jun Heng and On Chance entered into a Share and Account Charge, dated as of March 22, 2013, and a Confirmatory Share and Account Charge, dated as of March 20, 2015, with Prominent, pursuant to which Kanrich, Jun Heng and On Chance charged in favor of Prominent or its assignee, transferee or other successor in title all their rights, title and interest present and future in and to the certain number of Target Ordinary Shares that each of them owned in the Company. As of the date hereof, the aggregate number of Target Ordinary Shares subject to the Share and Account Charge and the Confirmatory Share and Account Charge is 31,500,000.

(5)         A British Virgin Islands company solely owned and controlled by Mr. Neil Nanpeng Shen.

(6)         Includes (1) 3,183,000 ordinary shares issuable upon the vested options held by Mr. Xin Zhou, and (2) 283,334 unvested restricted shares held by Mr. Zhou.

(7)         Includes (1) 164,550 ordinary shares issuable upon the vested options held by Mr. Neil Nanpeng Shen, and (2) 30,000 unvested restricted shares held by Mr. Shen.

A-1

SCHEDULE B

SPECIAL OBLIGATION AND RIGHT OF SINA

The Parties agree that the Documentation shall include one or more agreements that provide for the following special obligations and right of SINA:

(a)                                 SINA shall have an obligation to acquire from the Surviving Company, and Holdco shall have an obligation to cause the Surviving Company to sell and transfer to SINA, that number of ordinary shares of Leju Holdings Limited (“Leju”), a company incorporated under the laws of Cayman Islands and listed on the NYSE and majority owned by the Surviving Company, determined in accordance with the following formula, in exchange for all the shares held by SINA, whether directly or indirectly, in the Surviving Company concurrently with the Closing of the Transaction:

N2 = (N1*P1)/P2

For purposes of the above formula, the following definitions shall apply:

“N2” shall mean the number of Leju ordinary shares to be acquired by SINA from the Surviving Company pursuant to this Section (a).

“N1” shall mean the number of shares held by SINA, whether directly or indirectly, in the Surviving Company immediately upon the Closing of the Transaction.

“P1” shall mean the Merger Consideration.

“P2” shall mean US$7.43, provided that if the total issued share capital of Leju has been diluted by more than 5% between the date hereof and the date on which SINA acquires Leju ordinary shares in accordance herewith, P2 shall be subject to adjustment as then proposed by SINA and agreed to Mr. Zhou to give effect to such dilution.

To the extent that the above transaction may result in tax liabilities on any or all of the Parties, the Parties shall discuss and reach a consensus on a mutually acceptable solution.

(b)                                 Concurrently with the Closing of the Transaction, SINA shall sell, and Holdco shall cause the Surviving Company to purchase from SINA, that number of Leju ordinary shares held by SINA, as adjusted for the fractional shares being rounded up to the nearest whole share, with an aggregate value equal to US$100,000,000 as of the Closing of the Transaction (the “Transferred Shares”), at a price of $7.43 per Leju ordinary share; provided that Holdco shall cause the Surviving Company to pledge the Transferred Shares to SINA in consideration for SINA’s agreement to a payment grace period such that the Surviving Company will not be obligated to pay the total purchase price of the Transferred Shares until the expiration of 18 months following the Closing of the Transaction.

(c)                                  During the 18-month period following the Closing of the Transaction, SINA shall have an option to acquire from the Surviving Company directly or through a party designated by SINA, and Holdco shall be obligated to cause the Surviving Company to sell to SINA or the party designated by SINA, as applicable, upon SINA’s exercise of the option, that number of Leju ordinary shares held by the Surviving Company equal to 10% of the total issued and

B-1

outstanding shares of Leju as of the Closing of the Transaction (collectively, the “Option Shares”), at an option exercise price of US$7.43 per Leju ordinary share; provided that Holdco shall cause the Surviving Company to pledge the Option Shares to SINA in consideration for SINA’s payment of the total exercise price for the Option Shares to Holdco at the Closing of the Transaction.

B-2

SCHEDULE C

ADHERENCE AGREEMENT

THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on     , 201

BY:

[New Member], a [limited liability company] organized and existing under the laws of [·] with its registered address at [·] (the “New Member”).

RECITALS:

(A)                               On June 19, 2015, the parties listed on Annex A to this Agreement (the “Existing Members”) entered into a consortium agreement, as amended and restated on November 2, 2015 (the “Consortium Agreement”) and proposed to undertake an acquisition transaction (the “Transaction”) with respect to E-House (China) Holdings Limited (the “Target”), a company incorporated under the laws of the Cayman Islands and listed on the New York Stock Exchange (“NYSE”), pursuant to which the Target would be delisted from NYSE and deregistered under the United States Securities Exchange Act of 1934, as amended.

(B)                               Additional members may be admitted to the Consortium pursuant to Section 1.02 of the Consortium Agreement.

(C)                               The New Member now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and to be bound by the terms of the Consortium Agreement as a Party thereto.

THIS AGREEMENT WITNESSES as follows:

1.                                      Defined Terms And Construction