[] [OPERATING AGREEMENT China This Agreement is made and entered into by the Parties below on December 4, 2014 in Beijing, People’s Republic of China (“ Party A Party B Party C WHEREAS: 1. Party A is a wholly foreign owned enterprise established in China; 2. Party B is a wholly domestically funded company registered in China, with the approval of] [EQUITY PLEDGE AGREEMENT Agreement China This Equity Pledge Agreement (this “ Pledgee Pledgor Parties The Pledgee and the Pledgor are hereinafter referred collectively as the “ Whereas: Company The Pledgor is a PRC citizen hold the entire equity interest (RMB2,149,385) in Beijing Hua Ju Tian Xia Network Technology Co., Ltd. (the “ Service Agreement The Pledgee is a wholly foreign] [EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT Agreement China This Exclusive Technical Consultancy and Services Agreement (this “ Party A Party B WHEREAS: ( 1 ) rty A is a wholly foreign owned enterprise registered and established on November 19, 2010 in Beijing and engages in development of computer hardware and software, and provision of technical consulting and related services; Pa] [SHAREHOLDERS’ PROXY AGREEMENT This Agreement is made and entered into by the Parties below on December 4, 2014 in Beijing, People’s Republic of China. 1. Subsidiary Company Beijing Tuo Shi Huan Yu Network Technology Co., Ltd. (the “ 2. VIE Company Beijing Hua Ju Tian Xia Network Technology Co., Ltd. (the “ 3. Shareholder Mo Tianquan (the “ Parties The] [LOAN AGREEMENT This Agreement is made and entered into by the Parties below on December 4, 2014 : (1) Lender Beijing Tuo Shi Huan Yu Network Technology Co., Ltd., a wholly foreign owned enterprise Established under the PRC laws. (2) Borrower Mo Tianquan, PRC citizen Party Parties The Lender and the Borrower are hereinafter referred to each as a “] [EXCLUSIVE CALL OPTION AGREEMENT Agreement This Exclusive Call Option Agreement (this “ (1) Party A Beijing Tuo Shi Huan Yu Network Technology Co., Ltd., a limited liability company established and existing under the PRC laws (“ (2) Party B Mo Tianquan, a PRC citizen (“ (3) Party C Beijing Hua Ju Tian Xia Network Technology Co., Ltd., a limited liability] [Real Estate Sale and Purchase Agreement II Party A: Lvdi Group Chengdu Real Property Co., Ltd. Party B: Beijing SouFun Network Technology Co., Ltd. Party C: Chendu Hailian Industrial Development Co., Ltd. This Agreement is made by and among Party A, Party B and Party C upon amicable negotiation regarding Party B’s purchase of the property of Green Land Window] [Equity and Creditor’s Rights Transfer Agreement (RMB60 million) This Agreement is entered into on December 22, 2014 by and among the following parties: Party A 1 Party A 2 Party A 3 Party B 1 Party B 2 Party B 3 Party B 4 Party C Party D Party C is a limited liability company incorporated in Beijing, the PRC] [Equity and Creditor’s Rights Transfer Agreement This Agreement is entered into on December 22, 2014 by and among the following parties: Party A-1 Party A-2 Party B-1 Party B-2 Party C Party D Whereas, 1. Party C is a corporation limited by shares incorporated and existing under the laws of the People’s Republic of China, with its registered office at] [Shareholders Agreement of Beijing RunZe Microfinance Co., Ltd. This Agreement is entered into on December 22, 2014 by and among the following parties: Party A 1 Party A 2 Party A 3 Party B 1 Party B 2 Party C Party D Whereas, As of the date hereof, the shareholder structure of Party C is as follows: Party A 1] [Investment and Cooperation Agreement This Agreement is entered into on August 8, 2014 by and between the following parties: Party A: SouFun Holdings Limited Party B: Colour Life Services Co., Limited Article I. Means of Cooperation 1. Party A and Party B shall form a joint-venture company (the “JV Co”) in Shenzhen to exclusively operate secondary properties, rental properties, the] [List of Subsidiaries and Consolidated Controlled Entities SunFun Holdings Limited has PRC subsidiaries as follows: • Beijing SouFun Network Technology Co., Ltd., or SouFun Network, • Beijing Zhong Zhi Shi Zheng Information Technology Co., Ltd., or Beijing Zhong Zhi Shi Zheng, • Shanghai SouFun Information Co., Ltd., or SouFun Shanghai, • SouFun Media Technology (Beijing) Co., Ltd., or SouFun Media,] [CERTIFICATION I, Vincent Tianquan Mo, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Lanying Guan, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Vincent Tianquan Mo Chief Executive Officer] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Lanying Guan Chief Financial Officer] [April 28, 2015 SouFun Holdings Limited F9M, Building 5, Zone 4, Hanwei International Plaza No. 186 South 4th Ring Road Fengtai District, Beijing 100070 The People’s Republic of China Dear Sirs, and to the incorporation by reference in the Company’s Registration Statements on Form S-8 (File No. 333-173157) filed with the SEC on March 30, 2011 and on Form F-3] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-173157) pertaining to the Stock Related Award Incentive Plan of 1999 and the 2010 Stock Incentive Plan of SouFun Holdings Limited, and (2) Registration Statement (Amendment No. 2 to Form F-3 No. 333-181407) of SouFun]