[INTRODUCTION 1 3 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 ITEM 4A. UNRESOLVED STAFF COMMENTS 45 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 45 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 63 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 73] [SCHEDULE OF LOAN AGREEMENTS BETWEEN AND AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY Date of Agreement Lender Borrower Consolidated Borrower’s interest in Consolidated Amount of Loan Date of Provision of Loan Term (Years) 1. November 24, 2006 Beijing SouFun Network Technology Co., Ltd. Tianquan Shanghai 80 % RMB400,000 November 24, 10] [SCHEDULE OF EQUITY PLEDGE AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY Date of Agreement Pledgee Pledgor Consolidated Entity Pledgor’s Date of Service Agreement End Date of 1. March 25, 2010 (retroactive to December 12, 2006) Beijing Tianquan Shanghai 80 % December 12, March 31, Jiangong 20 %] [SCHEDULE OF SHAREHOLDERS’ PROXY AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED, A CONSOLIDATED CONTROLLED ENTITY AND SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY Date of Agreement Subsidiary of SouFun Holdings Limited Shareholders of Controlled Entity Consolidated Controlled 1. December 12, 2006 Beijing SouFun Network Technology Co., Ltd. Tianquan Mo Shanghai China Index Consultancy Co., Ltd. Jiangong Dai 2. December] [SCHEDULE OF OPERATING AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDING LIMITED, A CONSOLIDATED CONTROLLED ENTITY AND SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY Date of Agreement Subsidiary of SouFun Shareholder of Entity Consolidated Entity Shareholder’s 1. December 12, 2006 Beijing SouFun Network Technology Co., Ltd. Tianquan Mo Shanghai China Index Consultancy Co., Ltd. 80 % Jiangong Dai 20 % 2.] [SCHEDULE OF EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENTS BETWEEN CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND A CONSOLIDATED CONTROLLED ENTITY Date of Party A Party B Shareholders of Party B Services provided by Party A 1. December 12, Beijing Shanghai Tianquan Mo a. Provision of information of potential advertisers; b. Provision of information database support and software products for] [SCHEDULE OF EXCLUSIVE CALL OPTION AGREEMENTS AMONG SOUFUN, SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY, THE CONSOLIDATED CONTROLLED ENTITY AND CERTAIN PRC SUBSIDIARIES OF SOUFUN HOLDINGS LIMITED Date of Agreement Part A Party B Party C Party B’s Party D Date of Loan Agreement Date of Service Date of Equity Pledge 1. December 12, 2006 SouFun Holdings Limited Tianquan Mo Shanghai] [SCHEDULE OF AMENDMENT AGREEMENTS RELATING TO EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT, EXCLUSIVE CALL OPTION AGREEMENT, OPERATING AGREEMENT AND OTHER AGREEMENTS AMONG CERTAIN PRC SUBSIDIARIES OF SOUFUN HOLDINGS LIMITED, A CONSOLIDATED CONTROLLED ENTITY, SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY AND SOUFUN HOLDINGS LIMITED Date of Agreement Retroactive Effective Date Subsidiary of SouFun Holdings Limited Shareholders of Consolidated Controlled Entity Consolidated] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Beijing Jia Tian Xia Advertising Co., Ltd. PRC (2) Party B-II Beijing SouFun Internet Information Service Co., Ltd. (3) Party C Beijing China Index Information Co., Ltd. (4) Party D Beijing SouFun Network Technology Co., Ltd. (5) Party B Party Parties Party B-I and Party] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Beijing Jia Tian Xia Advertising Co., Ltd. PRC (2) Party B-II Beijing SouFun Internet Information Service Co., Ltd. (3) Party C Shanghai Jia Biao Tang Real Estate Broking Co., Ltd. (4) Party D Beijing SouFun Network Technology Co., Ltd. (5) Party B Party Parties Party] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Mo Tianquan (2) Party B-II Dai Jiangong (3) Party C Beijing Yi Ran Ju Ke Technology Development Co., Ltd. PRC (4) Party D SouFun Media Technology (Beijing) Co., Ltd. (5) Party B Party Parties Party B-I and Party B-II shall be collectively referred to “] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Mo Tianquan (2) Party B-II Dai Jiangong (3) Party C Beijing SouFun Internet Information Service Co., Ltd. PRC (4) Party D Beijing SouFun Network Technology Co., Ltd. (5) Party B Party Parties Party B-I and Party B-II shall be collectively referred to “ Original Agreement] [EQUITY TRANSFER AGREEMENT Agreement THIS EQUITY TRANSFER AGREEMENT (this “ Seller Party A (the “ Address: F28-29, Plaza A, BaoAn Square, 1002 Sungang East Road, Luohu District, Shenzhen Legal Representative: Chen Zhengli Seller Party B (the “ Address: Room 411, New East Ocean Center, 9 Science Museum Road, Kowloon, Hong Kong Legal Representative: Zeng Guangsheng Seller Party C (the “] [SUPPLEMENTAL AGREEMENT Agreement THIS SUPPLEMENTAL AGREEMENT (this “ Seller Party A (the “ Address: 28-29 Floor, Plaza A, BaoAn Square, 1002 Sungang East Road, Luohu District, Shenzhen city Legal Representative: Chen Zhengli Seller Party B (the “ Address: Room 411, New East Ocean Center, 9 Science Museum Road, Kowloon, Hong Kong Legal Representative: Zeng Guangsheng Seller Party C (the “] [THREE-PARTY SUPPLEMENTAL AGREEMENT Agreement THIS THREE-PARTY SUPPLEMENTAL AGREEMENT (this “ Party One: CHINA BAOAN GROUP CO., LTD. Legal Representative: Chen Zhengli Party Two: HENG FUNG INTERNATIONAL INVESTMENT CO., LTD. Legal Representative: Zeng Guangsheng Party Three: HENGAN PROPERTY DEVELOPMENT (SHENZHEN) LTD. Legal Representative: Chen Taiquan Party Four: SHENZHEN HENGJI PROPERTY MANAGEMENT CO., LTD. Legal Representative: Chen Lizhu Party A (Collectively, “] [List of Subsidiaries and Consolidated Affiliated Entities SouFun 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 Information (Shenzhen) Co., Ltd., or SouFun Shenzhen, •] [CERTIFICATION I, Richard Jiangong Dai, 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. Richard Jiangong Dai Chief Executive Officer EX-13.1 19 d440355dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [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. Lanying Guan Chief Financial Officer EX-13.2 20 d440355dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [April 3, 2013 SouFun Holdings Limited F9M, Building 5, Zone E, Hanwei International Plaza Fengmao South Road Fengtai District, Beijing 100070 The People’s Republic of China Dear Sirs, Yours faithfully, Jingtian & Gongcheng EX-15.1 21 d440355dex151.htm CONSENT OF JINGTIAN & GONGCHENG] [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]