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UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF E–HOUSE
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF CRIC
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF CRIC
AGREEMENT AND PLAN OF MERGER

Exhibit 99.2

PROSPECTUS OF E-HOUSE (CHINA) HOLDINGS LIMITED
PROXY STATEMENT OF CHINA REAL ESTATE INFORMATION CORPORATION

Dear Shareholder:

On behalf of the board of directors of China Real Estate Information Corporation ("CRIC"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, we would like to invite you to an extraordinary general meeting of CRIC shareholders (the "EGM") to be held on April 19, 2012, beginning at 10:30 a.m., local time, at Room 505, 5/F, Wenwu Building, No. 383 Guangyan Road, Shanghai 200072, People's Republic of China. At the EGM, you will be asked to approve and adopt the agreement and plan of merger (the "Merger Agreement"), dated December 28, 2011, by and among E-House (China) Holdings Limited ("E-House"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, CRIC (China) Holdings Limited ("Merger Sub"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of E-House, and CRIC and the plan of merger by and among Merger Sub and CRIC (the "Plan of Merger") (such Merger Agreement being in the form attached as Annex A to this proxy statement/prospectus and such Plan of Merger being in the form attached as Appendix 1 to Annex A of this proxy statement/prospectus), pursuant to which Merger Sub will be merged with and into CRIC (the "Merger"), with CRIC continuing as the surviving entity and as a wholly owned subsidiary of E-House. Following the Merger, CRIC will cease to be a publicly traded company. At the EGM, you will also be asked to approve other proposals related to the completion of the Merger.

If the Merger is completed, the merger consideration that CRIC shareholders and CRIC ADS holders will respectively receive in the Merger is as follows:

•: each outstanding ordinary share of CRIC, par value $0.0002 per share ("CRIC share") will be cancelled in consideration of the right to receive (1) cash in the amount of $1.75, without interest, and (2) 0.6 E-House ordinary share, par value $0.001 per share ("E-House share"); and
•: each outstanding American depositary share representing a CRIC share ("CRIC ADS") will be cancelled in consideration of the right to receive (1) cash in the amount of $1.75, without interest (less a 5¢ per CRIC ADS cancellation fee payable by holders of CRIC ADSs), and (2) 0.6 E-House American depositary share ("E-House ADS");

provided that,

•: each CRIC share and each CRIC ADS issued and outstanding that is (1) beneficially owned by E-House, Merger Sub, or any wholly owned subsidiaries of CRIC, (2) issued to the depositary and reserved for future grants under CRIC's share incentive plan, or (3) repurchased and held by CRIC in treasury either in the form of ordinary share or ADS (collectively, the "Excluded CRIC Shares") shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor; and
•: each CRIC share owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Companies Law") will be cancelled for the appraised or agreed value under the Cayman Companies Law.

Each E-House ADS represents one E-House share, and each CRIC ADS represents one CRIC share. The E-House ADSs are listed on the New York Stock Exchange (the "NYSE") under the stock symbol "EJ." The closing price of an E-House ADS on the NYSE on March 20, 2012 was $5.92.

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CRIC's ADSs are currently listed on the NASDAQ Global Market ("NASDAQ") under the symbol "CRIC." The CRIC ADSs will be delisted upon completion of the Merger. The closing price of the CRIC ADSs on the NASDAQ on March 20, 2012 was $5.06.

A special committee of the CRIC board of directors, comprised of CRIC directors unaffiliated with E-House and Merger Sub (the "Special Committee"), unanimously (1) determined that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, is in the best interests of CRIC and its shareholders, and declared it advisable to enter into the Merger Agreement, (2) approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (3) recommended the approval and adoption of the Merger Agreement by the CRIC shareholders, and (4) directed that the Merger Agreement be submitted to CRIC shareholders for their approval. Based in part on the unanimous recommendation of the Special Committee, the CRIC board of directors determined that the Merger is advisable and in the best interests of CRIC and its shareholders, and approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. ACCORDINGLY, THE CRIC BOARD RECOMMENDS THAT YOU VOTE FOR THE AUTHORIZATION, APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE PLAN OF MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE PLAN OF MERGER INCLUDING THE MERGER.

In order for the Merger to be completed, the Merger Agreement must be approved by (1) a special resolution of CRIC passed by an affirmative vote of shareholders representing two-thirds or more of the CRIC shares present and voting in person or by proxy as a single class at the EGM authorizing the Plan of Merger and approving and adopting the Merger Agreement and (2) an affirmative vote of shareholders holding a majority of the issued and outstanding CRIC shares (other than the Excluded CRIC Shares). As of March 21, 2012, E-House owned approximately 54.1% of the issued and outstanding CRIC shares and has advised the CRIC Board that it intends to vote in favor of the approval of the Merger Agreement. In addition, excluding share options granted to them, the directors and executive officers of CRIC as a group beneficially own approximately 2.3% of the issued and outstanding CRIC shares, and CRIC currently expects that all directors and executive officers who beneficially own CRIC shares will vote all of their CRIC shares in favor of the approval of the Merger Agreement.

This proxy statement/prospectus provides CRIC shareholders and CRIC ADS holders with detailed information about the EGM and the Merger. You can also obtain information from publicly available documents filed with or furnished to the Securities and Exchange Commission ("SEC") by E-House and CRIC. We encourage you to read this entire document carefully before voting. In particular, you should carefully consider the section entitled "Risk Factors" beginning on page 24.

We look forward to the successful completion of the Merger.

Very sincerely yours,


China Real Estate Information Corporation
By:		/s/ Fan Bao
		Name: Fan Bao Title: Chairman of the Special Committee of the Board of Directors

Neither the SEC nor any state securities regulator has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offence.

This proxy statement/prospectus is dated March 21, 2012.

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THIS PROXY STATEMENT/PROSPECTUS INCORPORATES ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about E-House from documents that E-House has filed with or furnished to the SEC, but that have not been included in or delivered with this proxy statement/prospectus. This proxy statement/prospectus also refers to information about CRIC from documents that CRIC has filed with or furnished to the SEC, but that have not been included in or delivered with this proxy statement/prospectus. For a listing of documents incorporated by reference in this proxy statement/prospectus, please see the section entitled "Where You Can Find More Information" on page 227.

You can obtain any of the documents filed with or furnished to the SEC by E-House or CRIC at no cost from the SEC's website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this proxy statement/prospectus, at no cost by contacting either E-House or CRIC.

E-House will provide you with copies of the documents it has filed with the SEC relating to E-House, without charge, upon written or oral request to:

Kelly Qian
Manager, Investor Relations
E-House (China) Holdings Limited
17/F, Merchandise Harvest Building (East)
No. 333 North Chengdu Road
Shanghai 200041
People's Republic of China
Phone: +86 (21) 6133-0730
E-mail: ir@ehousechina.com

CRIC will provide you with copies of the documents it has filed with the SEC relating to CRIC, without charge, upon written or oral request to:

Michelle Yuan
Director, Investor Relations
China Real Estate Information Corporation
No. 383 Guangyan Road
Shanghai 200072
People's Republic of China
Phone: +86 (21) 6086-7369
E-mail: michelleyuan@cric.com

In order for you to receive timely delivery of the documents in advance of the EGM, you must request the documents no later than five business days prior to the EGM, or April 12, 2012.

Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 227 and 228, respectively, for more details.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by E-House (File No. 333-179004), constitutes a prospectus of E-House under Section 5 of the Securities Act with respect to the E-House ordinary shares to be issued to CRIC shareholders and the E-House ADSs to be issued to the CRIC ADS holders in the Merger pursuant to the Merger Agreement.

This document is also a notice of meeting and a proxy statement under Cayman Islands law with respect to the CRIC EGM, at which CRIC shareholders will be asked to consider and vote upon a proposal to approve and adopt the Merger Agreement and approve certain related proposals.

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NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 19, 2012

Dear Shareholder:

Notice is hereby given to the shareholders of China Real Estate Information Corporation ("CRIC"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, that an extraordinary general meeting of CRIC shareholders (the "EGM") will be held on April 19, 2012, beginning at 10:30 a.m., local time, at Room 505, 5/F, Wenwu Building, No. 383 Guangyan Road, Shanghai 200072, People's Republic of China.

Only holders of ordinary shares of CRIC, par value $0.0002 per share ("CRIC shares"), of record on the close of business on April 5, 2012 (New York City time) or their proxy holders are entitled to vote at this EGM or any adjournment or postponements thereof. At the meeting, you will be asked to consider and vote upon the following resolutions:

•: as a special resolution:

THAT the agreement and plan of merger (the "Merger Agreement"), dated December 28, 2011, by and among E-House (China) Holdings Limited ("E-House"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, CRIC (China) Holdings Limited ("Merger Sub"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of E-House, and CRIC and the plan of merger by and among E-House, Merger Sub and CRIC (the "Plan of Merger") (such Merger Agreement being in the form attached as Annex A to the Proxy Statement/Prospectus (as defined below) and such Plan of Merger being in the form attached as Appendix 1 of Annex A to the Proxy Statement/Prospectus, and each of which will also be produced and made available for inspection at the EGM), pursuant to which Merger Sub will be merged with and into CRIC (the "Merger"), and any and all transactions contemplated thereby, be authorized, approved and adopted by CRIC; and

•: as an ordinary resolution:

THAT, in the event that there are insufficient proxies received at the time of the EGM to approve the Merger Agreement and the Plan of Merger proposed at the EGM, the chairman of the EGM be instructed to adjourn the EGM in order to allow CRIC to solicit additional proxies in favor of the approval of the Merger and the authorization, approval and adoption of the Merger Agreement and Plan of Merger.

If the Merger is completed, the merger consideration that CRIC shareholders and holders of American depositary shares of CRIC ("CRIC ADSs"), each CRIC ADS representing one CRIC share, will respectively receive in the Merger is as follows:

•: each outstanding CRIC share will be cancelled in consideration of the right to receive (1) cash in the amount of $1.75, without interest, and (2) 0.6 E-House ordinary share, par value $0.001 per share ("E-House share"); and
•: each outstanding CRIC ADS will be cancelled in consideration of the right to receive (1) cash in the amount of $1.75, without interest (less a 5¢ per CRIC ADS cancellation fee payable by holders of CRIC ADSs pursuant to the CRIC Deposit Agreement (as defined below)), and

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(2) 0.6 E-House American depositary share ("E-House ADS"). Each E-House ADS represents one E-House share;

provided that,

•: each CRIC share and each CRIC ADS issued and outstanding immediately prior to the effective time of the Merger that is (1) beneficially owned by E-House, Merger Sub, or any wholly owned subsidiaries of CRIC, (2) issued to the depositary and reserved for future grants under CRIC's share incentive plan, or (3) repurchased and held by CRIC in treasury either in the form of ordinary share or ADS (collectively, the "Excluded CRIC Shares") shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor; and
•: each CRIC share owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Companies Law") will be cancelled for the appraised or agreed value under the Cayman Companies Law.

E-House has filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-4, which includes a prospectus of E-House relating to the E-House shares and E-House ADSs to be offered as consideration in the Merger and which also functions as a proxy statement of CRIC under Cayman Islands law in relation to the EGM of CRIC shareholders at which CRIC shareholders will be asked to approve the Merger Agreement and the Plan of Merger. The proxy statement/prospectus is referred to herein as the "Proxy Statement/Prospectus." Please see page 4 of this Notice of EGM for information on how to access the Proxy Statement/Prospectus.

A list of the shareholders of CRIC will be available at its principal executive offices at No. 383 Guangyan Road, Shanghai 200072, People's Republic of China, during ordinary business hours for the two business days immediately prior to the EGM.

If you own CRIC ADSs, you cannot vote at the EGM directly, but you may instruct JPMorgan Chase Bank, N.A. (the "CRIC depositary"), as depositary under the deposit agreement, dated as of October 15, 2009, by and among CRIC, the CRIC depositary and all holders and beneficial owners of CRIC ADSs issued thereunder (the "CRIC Deposit Agreement"), as the holder of the CRIC shares underlying the ADSs, how to vote the CRIC shares underlying your ADSs. The CRIC depositary must receive such instructions no later than 10:30 a.m. on April 16, 2012 (New York City time) in order to vote the underlying CRIC shares at the EGM. Alternatively, you may vote at the EGM if you surrender your CRIC ADSs to the CRIC depositary, pay the CRIC depositary's fees required for such surrender and provide instructions for the registration of the corresponding CRIC shares before 10:30 a.m. on March 29, 2012 (New York City time), and become a holder of CRIC shares by the close of business on April 5, 2012 (New York City time). In addition, if you hold your ADSs through a financial intermediary such as a broker, you must rely on the procedures of the financial intermediary through which you hold your CRIC ADSs if you wish to vote at the EGM.

After careful consideration and upon the unanimous recommendation of a special committee of the CRIC board of directors composed solely of directors unrelated to E-House and Merger Sub (the "Special Committee"), CRIC's board of directors approved the Merger Agreement and recommends that you vote FOR the approval of the Merger and the authorization, approval and adoption of the Merger Agreement and the Plan of Merger and the other transactions contemplated thereby and FOR the proposal to adjourn the EGM in order to allow CRIC to solicit additional proxies in favor of the approval of the Merger and the authorization, approval and adoption of the Merger Agreement and the Plan of Merger in the event that there are insufficient proxies received to approve the Merger Agreement and the Plan of Merger.

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In order for the Merger to be completed, the Merger Agreement must be approved by (1) a special resolution of CRIC passed by an affirmative vote of shareholders representing two-thirds or more of the CRIC shares present and voting in person or by proxy as a single class at the EGM authorizing the Plan of Merger and approving and adopting the Merger Agreement and (2) an affirmative vote of shareholders holding a majority of the outstanding CRIC shares (other than the Excluded CRIC Shares). E-House has advised the CRIC Board that it intends to vote all CRIC shares held by it (representing approximately 54.1% of outstanding CRIC shares) in favor of approval of the Merger and approval and adoption of the Merger Agreement. In addition, CRIC currently expects that all directors and executive officers who beneficially own CRIC shares will vote all of their CRIC shares (representing approximately 2.3% of outstanding CRIC shares) in favor of approval of the Merger and approval and adoption of the Merger Agreement.

Regardless of the number of CRIC shares that you own, your vote is very important. Even if you plan to attend the EGM in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. To ensure that your CRIC shares will be represented and voted at the EGM, you should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the enclosed return envelope as soon as possible but in any event so that it is received by CRIC no later than 10:30 a.m. on April 17, 2012 (New York City time). If you receive more than one proxy card because you own CRIC shares that are registered in different names, please vote all of your CRIC shares shown on all of your proxy cards in accordance with the instructions set forth on the proxy card.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the EGM and vote your CRIC shares in person. Please note, however, that if your CRIC shares are held of record by a broker, bank or other nominee and you wish to vote at the EGM in person, you must obtain from the record holder a proxy issued in your name. If you submit your proxy card without indicating how you wish to vote, the CRIC shares represented by your proxy card will not be counted, unless (1) you appoint the chairman of the meeting as proxy, in which case the CRIC shares represented by your proxy card will be voted FOR the authorization, approval and adoption of the Merger Agreement and the Plan of Merger and FOR any adjournment of the EGM referred to above, or (2) you appoint a person other than the chairman of the meeting as proxy, in which case the CRIC shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Shareholders who continue to hold their CRIC shares in their own name until the consummation of the Merger will have the right to seek appraisal and payment of the fair value of their CRIC shares if the Merger is completed, but only if they deliver to CRIC, before the vote is taken, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Companies Law for the exercise of appraisal rights, which is attached as Annex C to the Proxy Statement/Prospectus. The fair value of your CRIC shares as determined under that statute could be more than, the same as, or less than the merger consideration you would receive pursuant to the Merger Agreement if you did not exercise appraisal rights with respect to your CRIC shares.

CRIC ADS HOLDERS WILL NOT HAVE THE RIGHT TO SEEK APPRAISAL AND PAYMENT OF THE FAIR VALUE OF THE CRIC SHARES UNDERLYING THEIR CRIC ADSs. THE CRIC DEPOSITARY WILL NOT ATTEMPT TO PERFECT ANY DISSENTERS' RIGHTS WITH RESPECT TO ANY OF THE CRIC SHARES THAT IT HOLDS, EVEN IF A CRIC ADS HOLDER REQUESTS THE CRIC DEPOSITARY TO DO SO. CRIC ADS HOLDERS WISHING TO EXERCISE APPRAISAL RIGHTS MUST SURRENDER THEIR CRIC ADSs TO THE CRIC DEPOSITARY, PAY THE CRIC DEPOSITARY'S FEES REQUIRED FOR SUCH SURRENDER AND PROVIDE INSTRUCTIONS FOR THE REGISTRATION OF THE CORRESPONDING CRIC SHARES BEFORE 10:30 A.M. ON MARCH 29, 2012 (NEW YORK CITY TIME), AND BECOME HOLDERS OF CRIC SHARES BY THE CLOSE OF BUSINESS ON APRIL 5, 2012 (NEW YORK CITY TIME). THEREAFTER, SUCH

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FORMER CRIC ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING APPRAISAL RIGHTS WITH RESPECT TO THE CRIC SHARES UNDER SECTION 238 OF THE CAYMAN COMPANIES LAW.

PLEASE DO NOT SEND YOUR SHARE CERTIFICATES AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES.

If you have any questions or need assistance in voting your CRIC shares or CRIC ADSs, you can contact CRIC's director of Investor Relations, Michelle Yuan, by calling her at +86 (21) 6086-7369, emailing her at michelleyuan@cric.com, or mailing her at China Real Estate Information Corporation, No. 383 Guangyan Road, Shanghai 200072, People's Republic of China.

The Merger Agreement and the Merger are described in the Proxy Statement/Prospectus, and copies of the Merger Agreement and the Plan of Merger are included as Annex A to the Proxy Statement/Prospectus. The Proxy Statement/Prospectus, which is included in the registration statement on Form F-4 which E-House has filed with the SEC, can be viewed free of charge on the SEC's website at www.sec.gov. A physical copy of the Proxy Statement/Prospectus can be mailed to you without charge by contacting Michelle Yuan, Director of Investor Relations of CRIC, at the contact information in the preceding paragraph. We urge you to read the entire Proxy Statement/Prospectus carefully.

Notes:


	1.		In the case of joint holders the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members of CRIC.
	2.		The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized.
	3.		A proxy need not be a member (registered shareholder) of CRIC.
	4.		The chairman of the meeting may at his discretion direct that a proxy card shall be deemed to have been duly deposited. A proxy card that is not deposited in the manner permitted shall be invalid.
	5.		Votes given in accordance with the terms of a proxy card shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the CRIC share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by CRIC at Investor Relations, China Real Estate Information Corporation, No. 383 Guangyan Road, Shanghai 200072, People's Republic of China before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.


BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Fan Bao Name: Fan Bao Title: Director March 21, 2012

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TABLE OF CONTENTS

		Page

SUMMARY		1
The Parties Involved in the Merger		1
Risk Factors (page 24)		2
The Extraordinary General Meeting of CRIC Shareholders (page 119)		3
The Merger Agreement, the Plan of Merger and the Merger (page 124)		5
Merger Consideration (page 125)		5
Treatment of CRIC Share Options and Restricted Shares (page 126)		6
E-House Reasons for the Merger (page 51)		6
Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee (page 55)		7
Opinion of Credit Suisse (page 64)		8
Conditions to the Completion of the Merger (page 137)		8
Termination of the Merger Agreement (page 138)		9
Fees and Expenses (page 78)		10
Listing of E-House ADSs		10
Delisting of CRIC ADSs		10
Acquisition Proposals		10
Appraisal Rights (page 75)		11
Interests of CRIC's Directors and Executive Officers in the Merger (page 72)		11
No Regulatory Approvals Necessary to Complete the Merger		11
Financing of the Merger		12
Accounting Treatment (page 75)		12
Material Tax Consequences of the Merger		12
Selected Historical Financial Data of E-House (page 79)		13
Recent Developments Relating to E-House (page 82)		15
Selected Historical Financial Data of CRIC (page 89)		16
Recent Developments Relating to CRIC (page 92)		18
Unaudited Pro Forma Condensed Consolidated Financial Information (page 142)		18
Historical and Pro Forma Per Share Data		20
Comparative Market Price and Dividend Information		21
Exchange Rates		23
RISK FACTORS		24
Risks Related to the Merger		24
Risks Related to an Investment in E-House Shares and E-House ADSs		26
FORWARD-LOOKING STATEMENTS		31

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		Page

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE EXTRAORDINARY GENERAL MEETING		33
SPECIAL FACTORS		45
Background of the Merger		45
E-House Reasons for the Merger		51
Position of E-House, Merger Sub and Mr. Xin Zhou Regarding Fairness of the Merger		52
Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee		55
Certain Financial Forecasts		60
Opinion of Credit Suisse		64
Effects of the Merger on CRIC		70
Interests of CRIC's Directors and Executive Officers in the Merger		72
Accounting Treatment		75
Material Tax Consequences of the Merger		75
Appraisal Rights		75
Financing of the Merger		77
Related Party Transactions		78
Fees and Expenses Relating to the Merger		78
Effects on CRIC if the Merger is Not Completed		78
SELECTED HISTORICAL FINANCIAL DATA OF E-HOUSE		79
RECENT DEVELOPMENTS RELATING TO E-HOUSE		82
OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF E-HOUSE		83
SELECTED HISTORICAL FINANCIAL DATA OF CRIC		89
RECENT DEVELOPMENTS RELATING TO CRIC		92
OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF CRIC		93
Overview		93
Factors Affecting CRIC's Results of Operations		94
Critical Accounting Policies		101
Results of Operations		105
Inflation		113
Quantitative and Qualitative Disclosures About Market Risk		113
Impact of Governmental Policies		114
Liquidity and Capital Resources		114
Research and Development, Patents and Licenses, etc.		116
THE EXTRAORDINARY GENERAL MEETING OF CRIC SHAREHOLDERS		119
Date, Time and Place		119
Matters to be Considered at the EGM		119
Quorum		120

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		Page

Vote Required; Ownership of CRIC Shares and ADSs by E-House and Directors and Executive Officers of CRIC		120
CRIC Shareholders and ADS Holders Entitled to Vote; Voting Materials		120
Proxy Holders for Registered CRIC Shareholders		121
Voting of Proxies and Failure to Vote		122
Revocability of Proxies		123
Whom to Call for Assistance		123
Solicitation of Proxies		123
Other Business		123
THE MERGER AGREEMENT, THE PLAN OF MERGER AND THE MERGER		124
Structure and Completion of the Merger		124
Memorandum and Articles of Association; Directors and Officers of the Surviving Company		124
Merger Consideration		125
Treatment of CRIC Share Options and Restricted Shares		126
Exchange Procedures		127
Representations and Warranties		127
Conduct of Business Prior to Closing		132
Listing of E-House ADSs		135
Delisting of CRIC ADSs		135
Acquisition Proposals		135
No Change of Recommendation		136
Shareholders' Meeting		136
Directors' and Officers' Insurance; Indemnification		137
Conditions to the Completion of the Merger		137
Termination of the Merger Agreement		138
Termination Fee		139
Fees and Expenses		140
Modification or Amendment		140
Extension and Waiver		140
Remedies		140
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION		142
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		148
United States Federal Income Tax Consequences of the Merger		149
Subsequent Ownership of the E-House ADSs or E-House Shares		150
MATERIAL PRC INCOME TAX CONSEQUENCES OF THE MERGER		154
MATERIAL CAYMAN ISLANDS TAX CONSEQUENCES OF THE MERGER		156

iii

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		Page

IMPORTANT INFORMATION REGARDING E-HOUSE, MERGER SUB AND MR. XIN ZHOU		157
Overview		157
Recent History of the Share Capital of E-House		158
Certain Information Regarding E-House		159
Certain Information Regarding Merger Sub		160
Certain Information Regarding Mr. Xin Zhou		160
IMPORTANT INFORMATION REGARDING CRIC		161
Description of the Business of CRIC		161
Overview		162
The CRIC System		162
Services		165
Clients		172
Sales and Marketing		172
Seasonality		173
Competition		173
Employees and Training		174
Facilities		175
Legal Proceedings		175
Regulation		175
Directors and Executive Officers of CRIC		188
Directors and Executive Officers of the Surviving Company Following the Merger		192
Book Value Per Share		192
Transactions in the CRIC Shares and CRIC ADSs		192
Ownership of CRIC Shares by Certain Beneficial Owners, Directors and Executive Officers		193
RELATED PARTY TRANSACTIONS		195
E-House Related Party Transactions		195
Joint Venture Between E-House and CRIC		200
CRIC Related Party Transactions		201
DESCRIPTION OF THE E-HOUSE SHARES		210
Summary of Material Terms of the E-House Shares		210
Comparison of Rights of E-House and CRIC Shareholders		212
DESCRIPTION OF THE E-HOUSE AMERICAN DEPOSITARY SHARES		213
Holding the E-House ADSs		213
Deposit, Withdrawal and Cancellation		214
Share Dividends and Other Distributions		215
Voting Rights		217
Reports and Other Communications		217

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		Page

Amendment and Termination		219
Requirements for Depositary Actions		221
Disclosure of Interest in E-House ADSs		222
Comparison of Rights of E-House and CRIC American Depositary Share Holders		223
FUTURE CRIC SHAREHOLDER PROPOSALS		224
ABOUT THIS PROXY STATEMENT/PROSPECTUS		225
WHERE YOU CAN FIND MORE INFORMATION		227
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		228
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS		229
LEGAL MATTERS		231
EXPERTS		231
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF E-HOUSE		F-1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF E-HOUSE		F-30
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF CRIC		F-36
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF CRIC		F-61
ANNEX A: MERGER AGREEMENT		A-i
ANNEX B: OPINION OF CREDIT SUISSE		B-1
ANNEX C: SECTION 238 OF THE CAYMAN COMPANIES LAW		C-1

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SUMMARY

This summary, together with the section titled "Questions and Answers about the Merger and the Extraordinary General Meeting," summarizes the material information in this proxy statement/prospectus. However, it may not contain all of the information that may be important to your consideration of the proposed Merger. To understand the Merger fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire proxy statement/prospectus and the other documents to which this proxy statement/prospectus refers, including the annexes that are attached to this proxy statement/prospectus and incorporated by reference into this proxy statement/prospectus. Please see also "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 227 and 228, respectively. Page references included parenthetically in this summary direct you to the more complete description found elsewhere in this proxy statement/prospectus.

References in this proxy statement/prospectus to "CRIC" refer to China Real Estate Information Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and, unless the context otherwise requires, to its affiliates (other than E-House). References in this proxy statement/prospectus to "E-House" refer to E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and, unless the context otherwise requires, to its affiliates (other than CRIC).

The Parties Involved in the Merger

E-House (China) Holdings Limited

E-House was incorporated on August 27, 2004 under the laws of the Cayman Islands as an exempted company with limited liability. E-House is a holding company which carries out its operations through its subsidiaries and consolidated affiliated entities. E-House offers a wide range of services to the real estate industry in China, including primary real estate agency services, secondary real estate brokerage services, real estate information and consulting services, real estate online services, real estate advertising services, real estate promotional event services and real estate investment fund management services. E-House operates through a network of over 9,000 real estate sales professionals, including primary salespeople, secondary real estate brokers and online salespeople. Its service offerings are enhanced by its real estate research staff and the CRIC real estate information and consulting system.

E-House provides its real estate information and consulting services, real estate online services, real estate advertising services and promotional event services through CRIC, E-House's majority-owned subsidiary. For a description of E-House's role in establishing CRIC and developing CRIC and CRIC's business up to the time of CRIC's initial public offering in October 2009, please see "Item 4. Information on the Company—A. History and Development of the Company" on pages 32 and 33 of CRIC's annual report on Form 20-F for the year ended December 31, 2010, as filed with the SEC on April 26, 2011.

E-House's principal executive offices are located at 17/F, Merchandise Harvest Building (East), No. 333 North Chengdu Road, Shanghai 200041, People's Republic of China, and its telephone number is +86 21 6133 0808. E-House's registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

E-House's ADSs are listed on the NYSE under the symbol "EJ."

China Real Estate Information Corporation

CRIC was incorporated on August 21, 2008 under the laws of the Cayman Islands as an exempted company with limited liability. CRIC, through its subsidiaries and consolidated affiliated entities, is principally engaged in providing real estate information and consulting services, real estate online

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services, real estate advertising services and promotional event services in China. CRIC operates its proprietary CRIC system, which is an advanced and comprehensive real estate information database and analysis system. After the acquisition of the real estate online business of SINA Corporation ("SINA") in October 2009, CRIC has been operating a leading real estate online business in China that provides region-specific real estate news and information, property data and access to online communities via local websites covering 174 cities across China as of September 30, 2011. As of March 21, 2012, E-House beneficially owned 75,939,975 CRIC shares (including 1,384,420 CRIC ADSs), representing 54.1% of CRIC's outstanding CRIC shares.

CRIC's principal executive offices are located at No. 383 Guangyan Road, Shanghai 200072, People's Republic of China, and its telephone number is +86 21 6086 7500. CRIC's registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

CRIC's ADSs are listed on the NASDAQ Global Market (the "NASDAQ") under the symbol "CRIC."

CRIC (China) Holdings Limited

CRIC (China) Holdings Limited ("Merger Sub") was incorporated on November 4, 2011 under the laws of the Cayman Islands as an exempted company with limited liability. Merger Sub is a direct and wholly owned subsidiary of E-House that was formed solely for the purpose of effecting the Merger. Merger Sub has not conducted any business operations other than incidental to its formation and in connection with the transactions contemplated by the Merger Agreement. As of the date of this proxy statement/prospectus, Merger Sub does not beneficially own any CRIC shares or CRIC ADSs.

Merger Sub's business offices are located at 17/F, Merchandise Harvest Building (East), No. 333 North Chengdu Road, Shanghai 200041, People's Republic of China, and its telephone number is +86 21 6133 0808. Merger Sub's registered office in the Cayman Islands is located at the offices of Offshore Incorporation Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KYI-1112, Cayman Islands.

Mr. Xin Zhou

Mr. Xin Zhou is a co-founder of E-House, has served as chairman of the E-House board of directors since 2003 and was chief executive officer of E-House from 2003 to 2009. Mr. Zhou is E-House's largest shareholder, beneficially owning 20,555,433 E-House shares as of March 21, 2012, representing 26.0% of the total outstanding E-House shares. Mr. Zhou has also served as the chairman of CRIC's board of directors from 2006 to October 2009 and the co-chairman since October 2009, and CRIC's chief executive officer since September 2009. As of March 21, 2012, Mr. Zhou beneficially owned 4,562,484 CRIC shares (including 1,362,484 CRIC shares underlying CRIC share options which have vested or will vest within 60 days of March 21, 2012), representing 3.2% of CRIC's outstanding CRIC shares.

The business address of Mr. Zhou is c/o E-House (China) Holdings Limited, 17/F, Merchandise Harvest Building (East), No. 333 North Chengdu Road, Shanghai 200041, People's Republic of China. Mr. Zhou's telephone number is +86 (21) 6133 0888. Mr. Zhou is a PRC citizen.

Risk Factors (page 24)

An investment in E-House ADSs involves risks, some of which are related to the Merger. In considering the proposed Merger, you should carefully consider the information about these risks set forth under "Risk Factors" beginning on page 24, together with the other information included or

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incorporated by reference in this proxy statement/prospectus. These risks include, without limitation, the following:

•: The market price of the E-House ADSs may decline following the completion of the Merger or during the period of time between the EGM and the date on which CRIC shareholders and CRIC ADS holders entitled to receive E-House shares and E-House ADSs, respectively, pursuant to the Merger Agreement actually receive such E-House shares and E-House ADSs;
•: Failure to timely complete the proposed Merger could disrupt E-House's and CRIC's business plans and operations;
•: The market price of the E-House ADSs may be affected by factors different from those affecting the price of your CRIC ADSs; and
•: E-House may be classified as a passive foreign investment company, which could result in adverse United States federal income tax consequences to U.S. Holders, as described in "Material United States Federal Income Tax Consequences of the Merger" beginning on page 148.

The Extraordinary General Meeting of CRIC Shareholders (page 119)

CRIC will hold the EGM on April 19, 2012, beginning at 10:30 a.m., local time, at Room 505, 5/F, Wenwu Building, No. 383 Guangyan Road, Shanghai 200072, People's Republic of China. At the EGM, you will be asked:

1.: to authorize, approve and adopt the Merger Agreement and the Plan of Merger and any and all transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger; and
2.: in the event that there are insufficient proxies received at the time of the EGM to approve the Merger Agreement and the Plan of Merger, to approve a proposal that the chairman of the EGM be instructed to adjourn the EGM in order to allow CRIC to solicit additional proxies in favor of the approval of the Merger and the authorization, approval and adoption of the Merger Agreement and the Plan of Merger.

Item 1

Based in part on the unanimous recommendation of the Special Committee, the CRIC board of directors (the "CRIC Board"), by actions taken without the participation of four directors who either recused themselves or were not present at the meeting (Mr. Xin Zhou, who recused himself because of his position as the executive chairman of the board of directors for E-House, his status as E-House's largest shareholder and his position as the chief executive officer of CRIC, Mr. Neil Nanpeng Shen, who recused himself because of his position as a director on E-House's board of directors and because he is an E-House shareholder, Mr. Zuyu Ding, who recused himself because of his current and past employment with E-House and its affiliates in addition to his role as a director and the president of CRIC, and Ms. Hong Du, who was unable to attend the meeting), (1) has determined that the Merger is advisable and in the best interests of, CRIC and its unaffiliated shareholders; (2) has approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger; and (3) recommends that CRIC shareholders vote "FOR" the approval of the Merger Agreement.

Item 2

A vote on the proposal to instruct the chairman of the EGM to adjourn the EGM as described above would only occur if there are insufficient proxies received at the time of the EGM to approve the Merger Agreement and the Plan of Merger.

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Vote Required; E-House Ownership

CRIC expects that, as of the CRIC share record date, there will be approximately 140,487,106 CRIC shares issued and outstanding and entitled to vote. As of the date of this proxy statement/prospectus, E-House beneficially owns 75,939,975 CRIC shares (including 1,384,420 CRIC ADSs), representing approximately 54.1% of the total issued and outstanding CRIC shares. E-House has advised the CRIC Board that it intends to vote all of its CRIC shares in favor of the approval of the Merger Agreement. In addition, as of the date of this proxy statement/prospectus, CRIC's directors and executive officers and their affiliates as a group beneficially owned and were entitled to vote 3,200,000 CRIC shares, or approximately 2.3% of the total issued and outstanding CRIC shares on that date. Although none of the directors and executive officers of CRIC has entered into a voting agreement, CRIC currently expects that all directors and executive officers who beneficially own CRIC shares will vote all of the CRIC shares they beneficially own in favor of the Merger because they believe that the Merger and the Merger Agreement are in the best interests of CRIC and its unaffiliated shareholders. None of the directors or executive officers of CRIC has made a recommendation with respect to the proposed transaction other than as set forth in this proxy statement/prospectus.

CRIC Shareholders and ADS Holders Entitled to Vote; Voting Material

As of March 21, 2012, there were 140,487,106 CRIC shares issued and outstanding and entitled to be voted at the EGM. Only CRIC shareholders entered in the register of members of CRIC at the close of business on April 5, 2012 (New York City time), the CRIC share record date, will receive copies of the proxy card directly from CRIC. CRIC shareholders registered in the register of members of CRIC as of the close of business on the CRIC share record date or their proxy holders are entitled to vote, with each CRIC share carrying one vote, and may participate in the EGM or any adjournment thereof. CRIC shareholders wanting to vote by proxy should simply indicate on their proxy card how they want to vote, sign and date the proxy card, and mail the proxy card in the return envelope as soon as possible but in any event so that it is received by CRIC no later than 10:30 a.m. on April 17, 2012 (New York City time).

Holders of CRIC ADSs who do not cancel their CRIC ADSs and become registered CRIC shareholders as of the close of business on April 5, 2012 (New York City time) cannot attend or vote at the EGM directly, but may instruct JPMorgan Chase Bank, N.A. (the "CRIC depositary"), as depositary under the deposit agreement, dated as of October 15, 2009 (the "CRIC Deposit Agreement"), by and among CRIC, the CRIC depositary, and all holders and beneficial owners of CRIC ADSs issued thereunder, how to vote the shares underlying the ADSs by completing and signing an ADS voting instruction card provided by the CRIC depositary and returning it in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the CRIC depositary no later than 10:30 a.m. on April 16, 2012 (New York City time). The CRIC depositary shall endeavor, insofar as practicable, to vote or cause to be voted the CRIC shares represented by CRIC ADSs in accordance with your voting instructions.

Holders of CRIC ADSs may vote at the EGM if they cancel their ADSs and become a holder of CRIC shares by the close of business on April 5, 2012 (New York City time). CRIC ADS holders wanting to cancel their ADSs need to make arrangements to deliver their ADSs to the CRIC depositary for cancellation prior to 10:30 a.m. on March 29, 2012 (New York City time) and complete certain other procedures required by the CRIC depositary.

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Persons holding CRIC ADSs in a brokerage, bank or nominee account should consult with their broker, bank or nominee to obtain directions on how to provide such broker, bank or nominee with instructions on how to vote their CRIC ADSs.

The Merger Agreement, the Plan of Merger and the Merger (page 124)

On December 28, 2011, E-House, Merger Sub and CRIC entered into the Merger Agreement, which provides for the merger of Merger Sub with and into CRIC, with CRIC continuing as the surviving company and as a wholly owned subsidiary of E-House. Upon completion of the Merger, CRIC will cease to be a publicly traded company, and you will cease to have any direct rights in CRIC as a shareholder or an ADS holder.

Copies of the Merger Agreement and the Plan of Merger are attached as Annex A to this proxy statement/prospectus. Both E-House and CRIC encourage you to read the entire Merger Agreement and Plan of Merger carefully because they are the principal legal documents governing the Merger.

Merger Consideration (page 125)

The Merger Consideration that CRIC shareholders and CRIC ADS holders will respectively receive in the Merger is described in more detail in "The Merger Agreement, the Plan of Merger and the Merger—Merger Consideration" on page 125. In summary, if the Merger is completed:

•: each outstanding CRIC share will be cancelled in consideration of the right to receive (1) cash in the amount of $1.75, without interest (the "Per Share Cash Consideration"), and (2) 0.6 E-House share (the "Per Share Stock Consideration"); and
•: each outstanding CRIC ADS will be cancelled in consideration of the right to receive (1) cash in the amount of $1.75, without interest (less a 5¢ per CRIC ADS cancellation fee payable by holders of CRIC ADSs pursuant to the CRIC Deposit Agreement) (the "Per ADS Cash Consideration"), and (2) 0.6 E-House ADS (the "Per ADS Stock Consideration");

provided that,

•: each CRIC share and each CRIC ADS issued and outstanding that is (1) beneficially owned by E-House, Merger Sub, or any direct or indirect wholly owned subsidiaries of CRIC, (2) issued to CRIC depositary and reserved for future grants under CRIC's share incentive plan, or (3) repurchased and held by CRIC in treasury either in the form of ordinary share or ADS (collectively, the "Excluded CRIC Shares") shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor; and
•: each CRIC share owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Companies Law (a "Dissenter Share") will be cancelled for the appraised or agreed value under the Cayman Companies Law.

E-House anticipates that, following the Merger, CRIC ADS holders and CRIC shareholders (other than E-House) will own approximately 33.0% of E-House's outstanding share capital.

The amount of the Per Share Cash Consideration and Per ADS Cash Consideration will not change between now and the time you are entitled to receive the Merger Consideration, but the value of the Per Share Stock Consideration and Per ADS Stock Consideration will fluctuate based on the trading price for E-House ADSs. Regardless of the trading price of E-House's ADSs on the NYSE on the effective date of the Merger, CRIC shareholders will receive 0.6 E-House share for each CRIC share they own and CRIC ADS holders will receive 0.6 E-House ADS for each CRIC ADS they own. The market value of the E-House shares and E-House ADSs that CRIC shareholders and CRIC ADS holders, respectively, will receive in the Merger will increase or decrease as the trading price of E-House ADSs increases or decreases, and may be different at the time the Merger is completed than it was at the time the Merger Agreement was signed or will be at the time of the EGM to approve the

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Merger. The market price of E-House ADSs could be lower at any time prior to the completion of the Merger or at any time thereafter than it was at the date of the Merger Agreement. On March 20, 2012, the closing price of E-House ADSs on the NYSE was $5.92 per ADS. CRIC shareholders are urged to obtain current trading prices for E-House ADSs on the website of the New York Stock Exchange at http://www.nyse.com/. This website is not incorporated by reference in this proxy statement/prospectus.

Treatment of CRIC Share Options and Restricted Shares (page 126)

At the effective time of the Merger, each outstanding option to purchase CRIC shares (a "CRIC share option") granted pursuant to CRIC's share incentive plan, whether vested or unvested, shall be assumed by E-House and be converted into an option to purchase E-House shares (an "E-House share option"). Each E-House share option as so assumed and converted shall be exercisable for that number of whole E-House shares (rounded down to the nearest whole share) equal to the product of (1) the total number of CRIC shares subject to such CRIC share option and (2) the Stock Award Exchange Ratio (as defined below), at an exercise price per E-House share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (a) the exercise price per share of the CRIC share option by (b) the Stock Award Exchange Ratio; provided, however, that the exercise price and the number of E-House shares subject to the E-House share option shall be determined in a manner consistent with the requirements of Section 409A of the United States Internal Revenue Code. Each such E-House share option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the CRIC share option immediately prior to the effective time (but, taking into account any changes thereto provided for in CRIC's share incentive plan, any award agreement, or any other contract or agreement, including by reason of the Merger Agreement or the transactions contemplated thereby). "Stock Award Exchange Ratio" means the sum of (1) 0.6 and (2) the quotient obtained by dividing (a) $1.75 by (b) an amount equal to the average of the closing sale prices of the E-House shares on the NYSE for each of the 15 consecutive trading days ending with the fourth complete trading day prior to the effective time.

As of the effective time, each unvested CRIC restricted share award (a "CRIC restricted share award") granted pursuant to CRIC's share incentive plan that is outstanding immediately prior to the effective time shall, at the effective time, be assumed by E-House and converted into the number of restricted E-House shares ("E-House restricted shares") equal to (1) the number of CRIC shares underlying the CRIC restricted share award multiplied by (2) the Stock Award Exchange Ratio (rounded up to the nearest whole share). Each such E-House restricted share as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the CRIC restricted shares immediately prior to the effective time (but, taking into account any changes thereto provided for in CRIC's share incentive plan, any award agreement, or any other contract or agreement, including by reason of the Merger Agreement or the transactions contemplated thereby).

E-House Reasons for the Merger (page 51)

The purpose of the Merger is for E-House to acquire the remaining outstanding CRIC shares that E-House does not currently own. In approving the Merger Agreement and the Merger, in addition to those discussed below, E-House considered a variety of factors in favor of the Merger. Among other things, E-House believes that:

•: The Merger would provide clients with a more comprehensive and integrated online and offline real estate services platform, including offline sales agency and consulting, online advertising and promotion and e-commerce.
•: The Merger would deepen the integration of its management and professional team, better coordinate its marketing efforts across all its business segments and improve its management efficiency.

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•: The transaction is a good utilization E-House's cash balance and is also earnings-accretive for E-House shareholders.

The E-House board of directors (the "E-House Board") has approved and declared advisable the Merger Agreement and the transactions contemplated thereby and has determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of the shareholders of E-House. The E-House Board also believes that the Merger is fair to the unaffiliated shareholders of CRIC.

Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee (page 55)

The CRIC Board, acting on the unanimous recommendation of the Special Committee, which Special Committee acted with the advice and assistance of CRIC's management (other than Mr. Xin Zhou, CRIC's chief executive officer, and Mr. Zuyu Ding, CRIC's president) and the Special Committee's financial and legal advisors, evaluated the proposed Merger, including the terms and conditions of the Merger Agreement.

On December 28, 2011, the Special Committee unanimously recommended that the CRIC Board adopt resolutions that:

•: determine that the proposed Merger, on the terms and subject to the considerations set forth in the Merger Agreement, is in the best interests of CRIC and its shareholders, and declare it advisable to enter into the Merger Agreement;
•: approve the execution, delivery and performance by CRIC of the Merger Agreement and the consummation of the transactions contemplated thereby, including the proposed Merger;
•: recommend the approval and adoption of the Merger Agreement by the holders of the CRIC shares; and
•: direct that the Merger Agreement be submitted to the holders of the CRIC shares for their approval.

On December 28, 2011, the CRIC Board, without the participation of four directors who either recused themselves or were not present at the meeting (Mr. Xin Zhou, who recused himself because of his position as the executive chairman of the board of directors for E-House, his status as E-House's largest shareholder and his position as the chief executive officer of CRIC, Mr. Neil Nanpeng Shen, who recused himself because of his position as a director on E-House's board of directors and because he is an E-House shareholder, Mr. Zuyu Ding, who recused himself because of his current and past employment with E-House and its affiliates in addition to his role as a director and the president of CRIC, and Ms. Hong Du, who was unable to attend the meeting), adopted the resolutions recommended by the Special Committee.

ACCORDINGLY, THE CRIC BOARD RECOMMENDS THAT YOU VOTE FOR THE AUTHORIZATION, APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE PLAN OF MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE PLAN OF MERGER, INCLUDING THE MERGER.

In the course of reaching their respective determinations, the Special Committee and the CRIC Board considered a variety of substantive factors and potential benefits of the Merger, each of which the Special Committee and the CRIC Board believe supported their respective decisions. For additional information regarding the factors and reasons considered by the CRIC Board and the Special Committee in approving the Merger, the manner in which the CRIC Board and the Special Committee made their decision, including the decisions of certain members of the CRIC Board to abstain from voting and the interests of certain directors and their affiliates in the Merger, please see "Special

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Factors—Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee" beginning on page 55.

Opinion of Credit Suisse (page 64)

On December 26, 2011, Credit Suisse Securities (USA) LLC, ("Credit Suisse") rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Credit Suisse's written opinion dated the same date) to the effect that, as of December 26, 2011, and based upon and subject to the assumptions, qualifications and limitations set forth in its opinion, the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs was fair, from a financial point of view, to such holders of CRIC shares and CRIC ADSs, other than E-House and certain CRIC directors affiliated with E-House, namely Mr. Xin Zhou, Mr. Neil Nanpeng Shen, Mr. Zuyu Ding, and their respective affiliates (collectively, the "Excluded Persons").

Credit Suisse's opinion was directed to the Special Committee and only addressed the fairness from a financial point of view of the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise and was not a recommendation to the Special Committee as to whether it should approve the Merger or the Merger Agreement. The summary of Credit Suisse's opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in preparing its opinion. However, neither Credit Suisse's written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to any holder of CRIC shares or CRIC ADSs as to how such person should act or vote with respect to the Merger. See "Special Factors—Opinion of Credit Suisse" beginning on page 64.

Conditions to the Completion of the Merger (page 137)

The completion of the transactions contemplated by the Merger Agreement, including the Merger, is subject to the satisfaction of the following conditions:

•: the Merger Agreement and the transactions contemplated thereby, including the Merger and the Plan of Merger, having been approved by CRIC shareholders at the EGM;
•: the registration statement on Form F-4 (of which this proxy statement/prospectus is a part) having become effective under the Securities Act, and no stop order suspending the effectiveness of the Form F-4 having been issued and no proceedings for that purpose having been initiated or threatened by the SEC;
•: the E-House ADSs to be issued upon consummation of the Merger shall being approved for listing on the NYSE, subject to official notice of issuance;
•: no law of any governmental entity of competent jurisdiction, restraining, enjoining or otherwise preventing completion of the transactions contemplated by the Merger Agreement and no governmental entity having instituted any judicial or administrative proceeding which continues to be pending seeking any such law; and
•: all authorizations, consents or approvals of a governmental entity required in connection with the execution and delivery of the Merger Agreement and the performance of the obligations thereunder having been made or obtained, subject to a material adverse effect exception.

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The obligations of E-House and Merger Sub to consummate the Merger are also subject to the satisfaction, or waiver by E-House, of the following conditions, among others:

•: the representations and warranties of CRIC in the Merger Agreement being true and correct as of the date of the Merger Agreement and as of the closing date, with certain representations and warranties subject to a de minimis exception and certain other representations and warranties subject to a material adverse effect exception;
•: CRIC having performed or complied in all material respects with all covenants and agreements required to be performed or complied with by it under the Merger Agreement prior to or at the time of closing;
•: since the date of the Merger Agreement, there having been no effect, change, event or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on CRIC; and
•: CRIC shareholders holding more than 10% of the outstanding CRIC shares not having validly served a written objection under Section 238(2) of the Cayman Companies Law.

The obligations of CRIC to consummate the Merger are subject to the satisfaction, or waiver by CRIC, of the following conditions, among others:

•: the representations and warranties of E-House and Merger Sub in the Merger Agreement being true and correct in all material respects as of the date of the Merger Agreement and as of the closing date, with certain representations and warranties subject to a de minimis exception and certain other representations and warranties subject to a material adverse effect exception;
•: E-House having performed or complied in all material respects with all covenants and agreements required to be performed or complied with by it under the Merger Agreement prior to or at the time of closing; and
•: since the date of the Merger Agreement, there having been no effect, change, event or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on E-House.

E-House and CRIC cannot assure you that all of the conditions to completing the Merger will be satisfied or waived.

Termination of the Merger Agreement (page 138)

CRIC is required to pay E-House a termination fee of $5.0 million if:

•: the Merger Agreement is terminated by E-House due to a material breach of the representations and warranties of CRIC or a failure by CRIC to perform its covenants and agreements contained in the Merger Agreement;
•: the CRIC Board shall have changed its recommendation to its shareholders, or CRIC or the CRIC Board shall have publicly announced its intention to change its recommendation to its shareholders; or
•: CRIC shall have failed to include the CRIC Board's recommendation to CRIC shareholders in the registration statement on Form F-4 and in this proxy statement/prospectus, or failed to hold the EGM to approve the Merger Agreement and the transactions contemplated thereby.

E-House is required to pay CRIC a termination fee of $5.0 million if:

•: the Merger Agreement is terminated by CRIC due to a material breach of the representations and warranties of E-House or a failure by E-House to perform its covenants and agreements contained in the Merger Agreement; or
•: the Merger Agreement is terminated by CRIC because the Merger has not been completed within three business days after the delivery by CRIC of an irrevocable written confirmation that all conditions to CRIC's obligations to consummate the Merger have been satisfied or waived.

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Fees and Expenses (page 78)

Whether or not the Merger is completed, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such expenses except as otherwise provided in the Merger Agreement.

Listing of E-House ADSs

E-House ADSs currently trade on the NYSE under the symbol "EJ." It is a condition to completion of the Merger that the E-House ADSs to be delivered to CRIC ADS holders in connection with the Merger be approved for listing on the NYSE, subject to official notice of issuance. E-House will use its reasonable efforts to cause any E-House ADSs to be issued in connection with the Merger to be approved for listing on the NYSE.

Delisting of CRIC ADSs

CRIC ADSs currently trade on the NASDAQ Global Market under the symbol "CRIC." If the Merger is completed, all of CRIC's ADSs will cease to be listed on the NASDAQ, and the CRIC ADSs and the underlying CRIC shares will be deregistered under the Exchange Act.

Acquisition Proposals

None of CRIC, its subsidiaries and consolidated affiliated entities (collectively, the "CRIC Subsidiaries") or any officer, director or employee or other representative of CRIC or any of the CRIC Subsidiaries will, directly or indirectly, (1) solicit, initiate or encourage any inquiry or the making of any proposal or offer or any other effort or attempt that constitutes, or may reasonably be expected to lead to, any acquisition proposal, (2) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to CRIC or any of the CRIC Subsidiaries, or take any other action to facilitate, any acquisition proposal or (3) enter into any letter of intent, agreement or agreement in principle with respect to an acquisition proposal. Notwithstanding the foregoing, if at any time prior to the effective time, CRIC has received an unsolicited acquisition proposal and the CRIC Board determines in good faith that such acquisition proposal constitutes or could reasonably be expected to result in a superior proposal, then CRIC may:

(1): furnish information with respect to CRIC and the CRIC Subsidiaries to the person making such acquisition proposal pursuant to a confidentiality agreement in form customarily used in similar circumstance; and
(2): engage in discussions or negotiations with the person making such acquisition proposal regarding such acquisition proposal;

provided, that:

(a): CRIC shall promptly advise E-House of (i) its receipt of any acquisition proposal and the material terms and conditions of such acquisition proposal (including the identity of the person making any such acquisition proposal) and (ii) copies of all draft agreements provided to CRIC in connection with any such acquisition proposal;
(b): CRIC shall promptly provide or make available to E-House any material non-public information concerning CRIC or any of the CRIC Subsidiaries that is provided to the person making such acquisition proposal or its representatives which was not previously or concurrently provided or made available to E-House; and

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(c): CRIC shall keep E-House reasonably apprised of any related material developments, discussions and negotiations related to any such acquisition proposal (including any subsequent material change to the financial terms or other material terms or conditions thereof).

Appraisal Rights (page 75)

CRIC shareholders who dissent from the Merger will have the right to seek appraisal and payment of the fair value of their CRIC shares if the Merger is completed, but only if they deliver to CRIC, before the vote is taken, a written objection to the Merger and they subsequently comply with all procedures and requirements of Section 238 of the Cayman Companies Law for the exercise of appraisal rights. The fair value of CRIC shares as determined under that statute could be more than, the same as, or less than the Per Share Merger Consideration such CRIC shareholder would receive pursuant to the Merger Agreement if such CRIC shareholder did not exercise appraisal rights with respect to his or her shares.

CRIC ADS holders will not have the right to seek appraisal and payment of the fair value of the shares underlying their ADSs. The CRIC depositary will not attempt to perfect any dissenters' rights with respect to any of the CRIC shares that it holds, even if an ADS holder requests the CRIC depositary to do so. CRIC ADS holders wishing to exercise appraisal rights must surrender their ADSs at the CRIC depositary's office and pay certain fees and complete certain procedures required by the CRIC depositary under the CRIC Deposit Agreement prior to March 29, 2012 (New York City time), and become registered holders of CRIC shares by the close of business on April 5, 2012 (New York City time). Thereafter, such former CRIC ADS holders must comply with the procedures and requirements for exercising dissenter and appraisal rights with respect to the CRIC shares under Section 238 of the Cayman Companies Law.

For more information, please see "Special Factors—Appraisal Rights" beginning on page 75.

Interests of CRIC's Directors and Executive Officers in the Merger (page 72)

In considering the recommendation of the CRIC Board that you vote for the approval of the Merger Agreement, you should be aware that members of the CRIC Board and CRIC's executive officers have agreements and arrangements that provide them with interests in the Merger that may differ from, or be in addition to, the interests of other CRIC shareholders. Some of these interests include the beneficial ownership of equity interests in E-House by certain directors and officers of CRIC, treatment of CRIC share options in the Merger and the continuation of service of the executive officers of CRIC in positions that are substantially similar to their current positions. The CRIC Board was aware of these agreements and arrangements during its deliberations of the merits of the Merger and in determining to recommend that you vote to approve the Merger Agreement.

No Regulatory Approvals Necessary to Complete the Merger

No further regulatory filings or approvals will be required for the completion of the Merger other than the filing of the Plan of Merger (and supporting documents as specified in the Cayman Companies Law) with the Cayman Islands Registrar of Companies and, in the event the Merger becomes effective, a copy of the certificate of merger being given to the shareholders and creditors of CRIC and Merger Sub as at the time of the filing of the Plan of Merger and notice of merger being published in the Cayman Islands Gazette.

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Financing of the Merger

The obligation of E-House to complete the Merger is not conditioned upon its ability to obtain financing for the Merger. The cash portion of the Merger Consideration will come from E-House's readily available cash and cash equivalents, including cash and cash equivalents from CRIC. Based on a total of 64,547,131 CRIC shares outstanding (other than CRIC shares owned by E-House and CRIC shares which have been issued to the CRIC depositary for CRIC shares issuable upon the exercise of CRIC share options) as of March 21, 2012 and an E-House ADS price of $5.92 per ADS (the closing price of the E-House ADSs on the NYSE on March 20, 2012), E-House estimates that the total dollar value of the Merger Consideration delivered to all CRIC shareholders and ADS holders in the Merger will be $342.1 million, comprised of a total of $112.8 million in cash and a total dollar value of $229.3 million in E-House ADSs and E-House shares. As the trading price of E-House ADSs on the NYSE and the number of CRIC shareholders will likely change somewhat between the date of this proxy statement/prospectus and the closing date of the Merger, the total dollar value of the Merger Consideration delivered to all CRIC shareholders and ADS holders in the Merger is likely to change.

Accounting Treatment (page 75)

E-House prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). In accordance with U.S. GAAP, E-House will account for the Merger as an acquisition of a noncontrolling interest in accordance with Accounting Standards Codification paragraphs 810-10-45-21A through 810-10-45-24 (formerly contained in FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements).

For more detail on the accounting treatment of the Merger, please see "Unaudited Pro Forma Condensed Consolidated Financial Information—Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information" on page 146.

Material Tax Consequences of the Merger

Material United States Federal Income Tax Consequences (page 148)

The receipt of cash and E-House ADSs in exchange for a U.S. Holder's CRIC ADSs and the receipt of cash and E-House shares in exchange for a U.S. Holder's CRIC shares should each be a fully taxable transaction for United States federal income tax purposes. Please see "Material United States Federal Income Tax Consequences of the Merger" beginning on page 148 for a summary of the material United States federal income tax consequences of the Merger, including with respect to the subsequent ownership of and disposition of the E-House ADSs or E-House shares.

Material PRC Income Tax Consequences (page 154)

CRIC does not believe that it would be considered a resident enterprise under the PRC Enterprise Income Tax Law (the "EIT Law") or that the gain, if any, recognized on the receipt of the Merger Consideration for CRIC shares or CRIC ADSs should otherwise be subject to PRC tax to holders of such CRIC shares or CRIC ADSs that are not PRC residents. If, however, the PRC tax authorities were to determine that CRIC should be considered a resident enterprise or that the receipt of the Merger Consideration for CRIC shares or CRIC ADSs should otherwise be subject to PRC tax, then a gain recognized on the receipt of the Merger Consideration for CRIC shares or CRIC ADSs pursuant to the Merger by CRIC shareholders or CRIC ADS holders, respectively, who are not PRC residents could be treated as PRC-source income that would be subject to PRC withholding tax at a rate of 10%, unless otherwise reduced pursuant to an applicable tax treaty. E-House's current understanding is that none of E-House, Merger Sub or CRIC will be required to deduct or withhold any amount from the

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Merger Consideration under applicable PRC law. In the event that circumstances change such that E-House reasonably determines a deduction or withholding is required, E-House has agreed in the Merger Agreement to inform the Special Committee in detail of such change in circumstances and to consult with the Special Committee concerning such proposed deduction or withholding. In the event that deduction or withholding in respect of PRC tax is necessary, E-House and CRIC will revise this proxy statement/prospectus to describe the proposed deduction or withholding, and E-House will file with the SEC an amendment to its registration statement on Form F-4, which will include the revised proxy statement/prospectus. You should consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including any PRC tax consequences. Please see "Material PRC Income Tax Consequences of the Merger" beginning on page 154 for additional information.

Material Cayman Islands Tax Consequences (page 156)

The Cayman Islands currently has no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable to the Cayman Islands government in respect of the Merger or the receipt of Merger Consideration by CRIC shareholders or CRIC ADS holders under the terms of the Merger Agreement. This is subject to the qualification that (1) Cayman Islands stamp duty may be payable if any original transaction documents are brought to or executed in the Cayman Islands; and (2) registration fees will be payable to the Cayman Islands Registrar of Companies to register the Plan of Merger.

Selected Historical Financial Data of E-House (page 79)

The following selected historical financial data of E-House is being provided to you to aid you in your analysis of the financial aspects of the proposed Merger. The selected historical consolidated statement of operations data of E-House for the five years ended December 31, 2010 and the selected consolidated balance sheet data as of December 31, 2006, 2007, 2008, 2009 and 2010 have been derived from the audited historical consolidated financial statements of E-House. E-House's audited historical consolidated financial statements for the three years ended December 31, 2010 are included in E-House's annual report on Form 20-F for the year ended December 31, 2010, and are incorporated by reference into this proxy statement/prospectus. The selected historical consolidated statement of operations data of E-House for the nine months ended September 30, 2010 and 2011 and the selected consolidated balance sheet data as of September 30, 2011 for E-House have been derived from E-House's unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus.

The following table sets forth the selected historical consolidated statement of operations data of E-House for the five years ended December 31, 2010 and the nine months ended September 30, 2010

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and 2011 and the selected consolidated balance sheet data of E-House as of December 31, 2006, 2007, 2008, 2009 and 2010 and September 30, 2011.

	For the Years Ended December 31,															For the Nine Months Ended September 30,

	2006			2007			2008			2009			2010			2010			2011
	(in thousands of $, except share, per share, per ADS and ratio information)
Consolidated Statement of Operations Data:
Total revenues		55,999			121,016			154,487			299,538			356,525			231,307			284,226
Cost of revenues		(10,244	)		(23,510	)		(31,856	)		(70,343	)		(104,846	)		(69,581	)		(108,603	)
Selling, general and administrative expenses		(21,322	)		(45,546	)		(77,197	)		(125,721	)		(198,425	)		(133,037	)		(190,716	)
Gain from settlement of pre-existing relationship		—			—			—			2,101			—			—			—
Goodwill impairment charge		—			—			—			—			—			—			(417,822	)

Income (loss) from operations		24,433			51,960			45,434			105,575			53,254			28,689			(432,915	)
Interest Expense		(594	)		(622	)		(2,420	)		(216	)		—			—			—
Interest income		206			2,490			3,063			1,039			2,808			2,123			1,948
Other Income (expenses), net		168			199			1,970			8,780			5,589			6,037			(6,723	)

Income (loss) before taxes, and equity in affiliates		24,213			54,027			48,047			115,178			61,651			36,849			(437,690	)
Income tax benefit (expense)		(5,751	)		(10,277	)		(8,713	)		(19,924	)		(12,696	)		(5,324	)		5,120

Income (loss) before equity in affiliates		—			43,750			39,334			95,254			48,955			31,525			(432,570	)
Income (loss) from equity in affiliates		—			—			154			22,128			(279	)		(123	)		(496	)

Net income (loss)		18,462			43,750			39,488			117,382			48,676			31,402			(433,066	)
Less: net income (loss) attributable to non-controlling interest		355			2,024			(88	)		17,104			12,522			8,172			(190,574	)

Net income attributable to E-House shareholders		18,107			41,726			39,576			100,278			36,154			23,230			(242,492	)

Earnings (loss) per ordinary share and ADS⁽¹⁾:
Basic	$	0.27		$	0.62		$	0.48		$	1.26		$	0.45		$	0.29		$	(3.02	)
Diluted	$	0.27		$	0.56		$	0.48		$	1.25		$	0.44		$	0.28		$	(3.02	)
Dividends per ordinary share:
Basic		0.08			—			—			—			0.25			0.25			0.25
Weighted average number of ordinary shares used in per share calculations:
Basic		50,000,000			60,386,083			81,818,972			79,643,079			80,287,171			80,224,258			80,210,915
Diluted		67,372,353			74,555,709			82,110,430			80,456,210			81,302,622			81,160,354			80,210,915
Ratio of earnings to fixed charges⁽²⁾		17.93			23.55			9.77			31.28			12.95			11.21			—
Deficiency⁽³⁾		—			—			—			—			—			—			437,690

(1): Each ADS represents one E-House share.
(2): For purposes of determining the ratio of earnings to fixed charges, earnings have been calculated by adding (1) income from continuing operations before taxes and equity in affiliates and (2) fixed charges (as defined below). Fixed charges are the sum of (1) interest expense, (2) amortized discounts related to liability for exclusive rights with Baidu, Inc. and (3) estimation of interest within rental expenses.
(3): For the nine months ended September 30, 2011, earnings were inadequate to cover fixed charges (as defined in note 2 above). In order to achieve a ratio of earnings to fixed charges of 1.0, additional earnings need to be added, which are referred to as the "deficiency." Deficiency was calculated by subtracting fixed charges from earnings (as defined in note 2 above).

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	As of and for the Years Ended December 31,										As of September 30,

	2006		2007		2008		2009		2010		2011
	(in thousands of $)
Consolidated Balance Sheet Data:
Cash and cash equivalents		24,306		101,148		225,663		548,062		543,818		347,704
Total assets		89,430		329,553		519,913		1,472,125		1,558,267		1,123,049
Total current liabilities		28,751		54,510		108,672		115,147		140,099		133,532
Mezzanine equity		24,828		—		—		—		—		—
Total E-House shareholders' equity		32,370		271,173		403,298		857,766		901,100		652,339
Total shareholders' equity		34,698		274,092		406,990		1,313,320		1,376,640		923,973

See the "Selected Historical Financial Data of E-House," "Operating and Financial Review and Prospects of E-House" and "Unaudited Condensed Consolidated Financial Statements of E-House" sections of this proxy statement/prospectus beginning on pages 79, 83 and F-1, respectively, for more detailed financial data on E-House.

Recent Developments Relating to E-House (page 82)

Set forth in the paragraph below is selected unaudited condensed consolidated statement of operations data for E-House for the three months ended December 31, 2010 and December 31, 2011. The unaudited condensed consolidated statement of operations data has been prepared on the same basis as E-House's audited consolidated financial statements. The unaudited condensed consolidated statement of operations data reflects all adjustments, consisting only of normal and recurring adjustments, which E-House considers necessary for a fair statement of its financial position and operating results for the periods presented. E-House's audited financial statements for the year ended December 31, 2011 are not yet available as of the date of this proxy statement/prospectus, and when such audited financial statements become available, the audited results of E-House for the year ended December 31, 2011 may differ from the results obtained by adding (1) the selected unaudited condensed consolidated statement of operations data of E-House for the nine months ended September 30, 2011 included elsewhere in this proxy statement/prospectus and (2) the selected unaudited condensed consolidated statement of operations data of E-House for the three months ended December 31, 2011 which appears in the paragraph below.

E-House's total revenues for the three months ended December 31, 2011 were $117.4 million, a decrease of 6.2% from $125.2 million for the three months ended December 31, 2010. E-House incurred a loss from operations of $33.0 million for the three months ended December 31, 2011 as compared to an income from operations of $24.6 million for the three months ended December 31, 2010. Net loss attributable to E-House shareholders was $27.9 million for the three months ended December 31, 2011, as compared to net income attributable to E-House shareholders of $12.9 million for the three months ended December 31, 2010.

In addition, on March 9, 2012, E-House announced that its board of directors has authorized and approved E-House's payment of a cash dividend of $0.15 per E-House share ($0.15 per E-House ADS). The cash dividend will be payable on or about April 25, 2012 to E-House shareholders of record as of the close of business on April 5, 2012. Dividends to be paid to E-House ADS holders through the E-House depositary will be subject to the terms of the E-House Deposit Agreement, including the fees and expenses payable thereunder.

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Selected Historical Financial Data of CRIC (page 89)

The following selected historical financial data of CRIC is being provided to you to aid you in your analysis of the financial aspects of the proposed Merger. The selected historical consolidated statement of operations data of CRIC for the three years ended December 31, 2010 and the selected consolidated balance sheet data as of December 31, 2009 and 2010 have been derived from the audited historical consolidated financial statements of CRIC included elsewhere in this proxy statement/prospectus, and the selected historical consolidated statement of operations data of CRIC for the nine months ended September 30, 2010 and 2011 and the selected consolidated balance sheet data as of September 30, 2011 for CRIC has been derived from CRIC's unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected historical consolidated statement of operations data of CRIC for the fiscal years ended December 31, 2006 and 2007 and the selected consolidated balance sheet data as of December 31, 2007 and 2008 have been derived from the audited historical consolidated financial statements of CRIC not included elsewhere in this proxy statement/prospectus.

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The following table sets forth the selected historical consolidated statement of operations data of CRIC for the five years ended December 31, 2010 and the nine months ended September 30, 2010 and 2011 and the selected consolidated balance sheet data of CRIC as of December 31, 2007, 2008, 2009 and 2010 and September 30, 2011.

	For the Years Ended December 31,															For the Nine Months Ended September 30,

	2006			2007			2008			2009			2010			2010			2011
	(in thousands of $, except share, per share, per ADS and ratio information)
Consolidated Statement of Operations Data
Total revenues		5,395			8,195			50,049			95,654			174,154			111,765			168,421
Cost of revenues		(214	)		(895	)		(2,897	)		(12,810	)		(41,010	)		(27,321	)		(43,806	)
Selling, general and administrative expenses		(2,198	)		(4,985	)		(19,820	)		(48,049	)		(109,089	)		(74,332	)		(114,836	)
Gain from settlement of pre-existing relationship		—			—			—			2,101			—			—			—
Goodwill impairment charge		—			—			—			—			—			—			(417,822	)

Income (loss) from operations		2,983			2,315			27,332			36,896			24,055			10,112			(408,043	)
Interest income		23			193			420			279			1,727			1,233			1,332
Other income (expense), net		—			(157	)		(1,341	)		2,725			3,174			3,032			626

Income (loss) before taxes and equity in affiliates		3,006			2,351			26,411			39,900			28,956			14,377			(406,085	)
Income tax expense (benefit)		(894	)		(285	)		(4,721	)		(6,307	)		(2,791	)		1,379			(4,016	)

Income (loss) before equity in affiliates		2,112			2,066			21,690			33,593			26,165			15,756			(410,101	)
Income (loss) from equity in affiliates		—			—			154			22,016			(276	)		—			(212	)

Net income (loss)		2,112			2,066			21,844			55,609			25,889			15,756			(410,313	)
Less: net income (loss) attributable to non- controlling interests		—			—			(318	)		7			(52	)		(234	)		1,042

Net income (loss) attributable to CRIC shareholders		2,112			2,066			22,162			55,602			25,941			15,990			(411,355	)

Earnings (loss) per ordinary share and ADS⁽¹⁾
Basic	$	0.03		$	0.03		$	0.31		$	0.64		$	0.18		$	0.11		$	(2.89	)
Diluted	$	0.03		$	0.03		$	0.31		$	0.63		$	0.18		$	0.11		$	(2.89	)
Weighted average number of ordinary shares used in per share calculations⁽²⁾
Basic		71,522,222			71,522,222			71,522,222			86,610,265			143,288,987			143,170,566			142,185,703
Diluted		71,522,222			71,522,222			71,522,222			88,264,301			146,193,046			145,899,082			142,185,703
Ratio of earnings to fixed charges⁽³⁾		450.78			53.62			96.01			37.39			15.25			11.21			—
Deficiency⁽⁴⁾		—			—			—			—			—			—			406,085

(1): Each ADS represents one CRIC share.
(2): Upon incorporation, CRIC had 500,000,000 ordinary shares authorized, 1,000 ordinary shares issued and outstanding with a par value of $0.0001 per share, all of which were held by E-House. On January 1, 2009, CRIC issued an additional 99,999,000 ordinary shares to E-House at par value of $0.0001 per share. On August 29, 2009, CRIC effected a reverse share split whereby all of CRIC's issued and outstanding 100,000,000 ordinary shares of a par value of $0.0001 each were converted into 50,000,000 ordinary shares of $0.0002 par value each and the number of CRIC's authorized shares were reduced from 500,000,000 to 250,000,000. On September 28, 2009, CRIC issued 21,522,222 additional ordinary shares at par value of $0.0002 per share to E-House. Both the reverse share split and the new share issuance to E-House have been retroactively reflected for all periods presented with respect to CRIC's financial statements.

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(3): For purposes of determining the ratio of earnings to fixed charges, earnings have been calculated by adding (1) income from continuing operations before taxes and equity in affiliates and (2) fixed charges (as defined below). Fixed charges are the sum of (1) amortized discounts related to liability for exclusive rights with Baidu, Inc. and (2) estimation of interest within rental expenses.
(4): For the nine months ended September 30, 2011, earnings were inadequate to cover fixed charges (as defined in note 3 above). In order to achieve a ratio of earnings to fixed charges of 1.0, additional earnings need to be added, which are referred to as the "deficiency." Deficiency was calculated by subtracting fixed charges from earnings (as defined in note 3 above).

	As of December 31,								As of September 30,

	2007		2008		2009		2010		2011
	(in thousands of $)
Consolidated Balance Sheets Data:
Cash and cash equivalents		26,411		25,791		311,067		340,720		295,040
Total assets		30,823		83,750		1,020,091		1,083,923		733,576
Total current liabilities		1,105		14,926		35,638		52,516		92,143
Total CRIC shareholders' equity		29,718		65,656		941,213		988,319		573,162
Total shareholders' equity		29,718		66,511		942,421		991,438		578,052

See the "Selected Historical Financial Data of CRIC," "Operating and Financial Review and Prospects of CRIC" and "Unaudited Condensed Consolidated Financial Statements of CRIC" sections of this proxy statement/prospectus beginning on pages 89, 93 and F-36, respectively, for more detailed financial data on CRIC.

Recent Developments Relating to CRIC (page 92)

Set forth in the paragraph below is selected unaudited condensed consolidated statement of operations data for CRIC for the three months ended December 31, 2010 and December 31, 2011. The unaudited condensed consolidated statement of operations data has been prepared on the same basis as CRIC's audited consolidated financial statements. The unaudited condensed consolidated statement of operations data reflects all adjustments, consisting only of normal and recurring adjustments, which CRIC considers necessary for a fair statement of its financial position and operating results for the periods presented. CRIC's audited financial statements for the year ended December 31, 2011 are not yet available as of the date of this proxy statement/prospectus, and when such audited financial statements become available, the audited results of CRIC for the year ended December 31, 2011 may differ from the results obtained by adding (1) the selected unaudited condensed historical consolidated statement of operations data of CRIC for the nine months ended September 30, 2011 included elsewhere in this proxy statement/prospectus and (2) the selected unaudited condensed consolidated statement of operations data of CRIC for the three months ended December 31, 2011 which appears in the paragraph below.

CRIC's total revenues for the three months ended December 31, 2011 were $73.2 million, an increase of 17.2% from $62.4 million for the three months ended December 31, 2010. CRIC incurred a net loss from operations of $6.7 million for the three months ended December 31, 2011, as compared to a net income from operations of $13.9 million for the three months ended December 31, 2010. Net loss attributable to CRIC shareholders was $6.4 million for the three months ended December 31, 2011, as compared to net income attributable to CRIC shareholders of $10.0 million for the three months ended December 31, 2010.

Unaudited Pro Forma Condensed Consolidated Financial Information (page 142)

The following selected unaudited pro forma condensed consolidated financial information gives pro forma effect to the proposed Merger, after giving effect to the pro forma adjustments described in

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the notes to the unaudited pro forma condensed consolidated financial information. For accounting purposes, the proposed Merger will be accounted for as an acquisition of a non-controlling interest. The unaudited pro forma condensed consolidated statement of operations data for the fiscal year ended December 31, 2010 and the nine months ended September 30, 2011 gives effect to the proposed Merger as if it had been completed on January 1, 2010. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2011 gives effect to the proposed Merger as if it had been completed on September 30, 2011.

	Year Ended December 31, 2010

	Pro Forma Consolidated (in thousands of $, except per share and per ADS data)
Statement of Operations Data:
Total revenues		356,525		284,226
Cost of revenues		(104,846	)	(108,604	)
Selling, general and administrative expenses		(198,503	)	(190,773	)
Goodwill impairment charge		—		(417,822	)

Income (loss) from operations		53,176		(432,973	)
Interest Expense
Interest income		2,808		1,948
Other Income (expenses), net		5,589		(6,723	)

Income (loss) before taxes, and equity in affiliates		61,573		(437,748	)
Income tax benefit (expense)		(12,696	)	5,120

Income (loss) before equity in affiliates		48,877		(432,628	)
Income (loss) from equity in affiliates		(279	)	(496	)

Net income (loss)		48,598		(433,124	)
Less: net income (loss) attributable to non-controlling interest		198		(1,907	)

Net income (loss) attributable to E-House shareholders		48,400		(431,217	)

Earnings (loss) per ordinary share and ADS
Basic		0.41		(3.63	)
Diluted		0.39		(3.63	)
Weighted average number of ordinary shares used in per share calculations
Basic		118,892,324		11,816,068
Diluted		123,886,013		11,816,068

	As of September 30, 2011

	(in thousands of $)
Balance Sheet Data:
Cash and cash equivalents		235,106
Total assets		1,010,451
Total current liabilities		133,532
Total E-House shareholders' equity		802,628
Total shareholders' equity		811,375

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See "Unaudited Pro Forma Condensed Consolidated Financial Information" of this proxy statement/prospectus beginning on page 142 for a more detailed explanation of this analysis.

Historical and Pro Forma Per Share Data

The following table presents, for the year ended December 31, 2010 and the nine months ended September 30, 2011, selected historical per share and per ADS data of E-House and CRIC, as well as similar information reflecting the combination of E-House and CRIC as if the proposed Merger had occurred on January 1, 2010 and as a result was effective for the periods presented, which we refer to as "pro forma consolidated" information. The pro forma consolidated CRIC equivalent per ADS data presented below is calculated by multiplying the pro forma consolidated per share data by the exchange ratio of 0.6 without taking into consideration the impact of the cash consideration.

The pro forma consolidated information is provided for informational purposes only and is not necessarily an indication of the results that would have been achieved had the proposed Merger been completed as of the date indicated or that may be achieved by the combined company in the future. The September 30, 2011 selected per-ADS information of E-House and CRIC set forth below has been derived from the unaudited condensed consolidated financial statements of E-House and CRIC, respectively, for the nine months ended September 30, 2011. The December 31, 2010 selected per ADS information of E-House and CRIC set forth below has been derived from the respective audited consolidated financial statements. In the opinion of the management of E-House and CRIC, respectively, the unaudited condensed consolidated financial statements have been prepared on the same basis as their respective audited consolidated financial statements. You should read the information in this section along with the historical consolidated financial statements of E-House and CRIC, respectively, and accompanying notes for the periods referred to above included in the documents described under "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 227 and 228, respectively. You should also read the unaudited pro forma condensed consolidated financial information and accompanying discussion and notes included in this proxy statement/prospectus beginning on page 142.

	Year Ended December 31, 2010		Nine Months Ended September 30, 2011

Basic earnings (loss) per share / ADS
E-House historical	$	0.45	$	(3.02	)
CRIC historical	$	0.18	$	(2.89	)
Pro forma consolidated	$	0.41	$	(3.63	)
Pro forma consolidated CRIC equivalent⁽¹⁾	$	0.24	$	(2.18	)
Diluted earnings (loss) per share / ADS
E-House historical	$	0.44	$	(3.02	)
CRIC historical	$	0.18	$	(2.89	)
Pro forma consolidated	$	0.39	$	(3.63	)
Pro forma consolidated CRIC equivalent⁽¹⁾	$	0.23	$	(2.18	)
Cash Dividends per share / ADS
E-House historical	$	0.25	$	0.25
CRIC historical	$	—	$	—
Pro forma consolidated⁽²⁾	$	0.25	$	0.25
Pro forma consolidated CRIC equivalent⁽¹⁾	$	0.15	$	0.15

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	As of September 30, 2011

Book value per share / ADS at period end
E-House historical	$	8.13
CRIC historical	$	4.03
Pro forma consolidated	$	6.84
Pro forma consolidated CRIC equivalent⁽¹⁾	$	4.11

(1): CRIC equivalent figures are calculated by multiplying the pro forma consolidated per share data by the exchange ratio of 0.6 without taking into consideration the impact of the cash consideration.
(2): For purposes of determining the pro forma consolidated dividend per ADS, E-House assumed that its dividend policy would not change because of the Merger. As a result, the pro forma consolidated dividend per ADS amounts are identical to the E-House historical dividend per ADS amounts.

Comparative Market Price and Dividend Information

The E-House ADSs are listed on the NYSE under the symbol "EJ." The CRIC ADSs are currently listed on the NASDAQ under the symbol "CRIC." The table below sets forth, for the periods indicated, the per ADS high and low closing sales prices for the E-House ADSs on the NYSE and the CRIC ADSs on the NASDAQ.

In the past three years, E-House paid a cash dividend of $0.25 per ordinary share (or $0.25 per ADS) in May 2010 and a cash dividend of $0.25 per ordinary share (or $0.25 per ADS) in April 2011.

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CRIC has not declared or paid any dividends on its ordinary shares or ADSs since its initial public offering in October 2009.

	E-House ADSs (in $)				CRIC ADSs (in $)

	High		Low		High		Low
Annual information since listing
2007		36.45		12.26		N/A		N/A
2008		28.09		4.00		N/A		N/A
2009		24.39		5.60		17.15		9.66
2010		21.09		13.01		11.74		7.47
2011		16.25		4.02		9.89		3.68
Quarterly information for the past two years and subsequent quarters
2010, quarter ended
March 31		21.09		15.49		11.27		7.88
June 30		20.65		13.01		10.58		7.52
September 30		20.14		13.94		11.74		7.47
December 31		19.28		13.15		11.14		8.51
2011, quarter ended
March 31		16.25		10.96		9.89		6.35
June 30		13.26		7.43		8.81		4.54
September 30		9.93		5.52		7.30		4.50
December 31		8.95		4.02		6.56		3.68
Monthly information for the most recent six months
September 2011		6.81		5.57		5.80		4.50
October 2011		8.95		5.00		6.56		3.68
November 2011		8.51		5.35		5.96		4.48
December 2011		6.19		4.02		4.84		3.75
January 2012		6.32		4.38		5.27		4.09
February 2012		6.97		5.59		5.59		4.83
March (through March 20)		6.89		5.75		5.65		4.98

The following table presents the last reported closing sale price per ADS of the E-House ADS on the NYSE and of the CRIC ADSs on the NASDAQ (1) on October 27, 2011, the last full trading day prior to the public announcement by E-House that it had submitted a non-binding proposal to the board of directors of CRIC to acquire through a merger all the outstanding shares of CRIC that it did not already own, (2) on December 27, 2011, the last full trading day prior to the public announcement by E-House and CRIC of the execution of the Merger Agreement, and (3) March 20, 2012, the last

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trading day for which this information could be calculated prior to the filing of E-House's registration statement on Form F-4, of which this proxy statement/prospectus is a part.

	E-House ADSs⁽¹⁾		CRIC ADSs⁽²⁾

	($)		($)
October 27, 2011		8.36		5.40
December 27, 2011		4.25		4.07
March 20, 2012		5.92		5.06

(1): Each E-House ADS represents one E-House share.
(2): Each CRIC ADS represents one CRIC share.

CRIC shareholders and ADS holders will not receive the Merger Consideration until the proposed Merger is completed, which may be a substantial period of time after the EGM to which this proxy statement/prospectus relates. There can be no assurance as to the trading prices of the E-House ADSs at the time of the closing of the proposed Merger. The market prices of the E-House ADSs and CRIC ADSs are likely to fluctuate prior to consummation of the Merger and cannot be predicted. E-House urges you to obtain current market information regarding the E-House ADSs and CRIC ADSs before you vote.

Exchange Rates

Each of E-House's and CRIC's reporting and financial statements are expressed in the U.S. dollar, which is the reporting and functional currency for each of E-House and CRIC. However, each of E-House's and CRIC's respective businesses is conducted in China and substantially all of their respective revenues are denominated in RMB. This proxy statement/prospectus contains translations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the reader. The conversion of RMB into U.S. dollars in this proxy statement/prospectus is based on the certified exchange rate published by the Board of Governors of the Federal Reserve Bank. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB in this proxy statement/prospectus were made at a rate of RMB6.3780 to $1.00, the certified exchange rate in effect on September 30, 2011. Neither of E-House or CRIC makes any representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. The PRC government restricts the conversion of RMB into foreign currency and foreign currency into RMB for certain types of transactions. On March 16, 2012, the certified exchange rate was RMB6.3222 to $1.00.

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RISK FACTORS

Investing in E-House shares or E-House ADSs involves risks, some of which are related to the Merger. In considering the proposed Merger, you should carefully consider the following information about these risks, as well as the other information included in or incorporated by reference into this proxy statement/prospectus, including E-House's annual report for the year ended December 31, 2010 and the extensive risk factors relating to the businesses of E-House described in the E-House annual report beginning on page 4. The business of E-House as well as its financial condition or results of operations could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to E-House or not currently deemed to be material.

E-House also encourages you to read and consider the risk factors specific to CRIC's businesses (that may also affect E-House) described in CRIC's annual report on Form 20-F for the year ended December 31, 2010 beginning on page 5 of CRIC's annual report.

Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 227 and 228, respectively, for information on where you can find the documents E-House and CRIC have filed with or furnished to the SEC and which are incorporated into this proxy statement/prospectus by reference.

Risks Related to the Merger

The market price of the E-House ADSs may decline following the completion of the Merger or during the period of time between the EGM and the date on which CRIC shareholders and CRIC ADS holders entitled to receive E-House shares and E-House ADSs, respectively, pursuant to the Merger Agreement actually receive such E-House shares and E-House ADSs.

At the effective time of the Merger, (1) each outstanding CRIC share will be cancelled in consideration of the right to receive cash in the amount of $1.75, without interest, and 0.6 E-House share, and (2) each outstanding CRIC ADS will be cancelled in consideration of the right to receive cash in the amount of $1.75, without interest (less a 5¢ per CRIC ADS cancellation fee payable by holders of CRIC ADSs pursuant to the CRIC Deposit Agreement), and 0.6 E-House ADS; provided that the Excluded CRIC Shares shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefore, and the Dissenter Shares will be cancelled for the appraised or agreed value under the Cayman Companies Law.

In regards to the E-House share and E-House ADS portion of the Merger Consideration to be delivered to CRIC shareholders and CRIC ADS holders, respectively, under the Merger Agreement, the exchange ratio of 0.6 is fixed and will not be adjusted at any time to reflect changes in the market value of E-House ADSs.

The market price of E-House ADSs may decline at any time following the completion of the Merger if, among other reasons:

•: E-House does not achieve the expected increased management efficiency, cost savings and other benefits to the Merger with CRIC as rapidly or to the extent anticipated by it, financial analysts or investors or at all;
•: CRIC ADS holders sell a significant number of E-House ADSs after consummation of the Merger, or CRIC shareholders who receive E-House shares under the Merger Agreement later sell a significant number of E-House ADSs in the open market; or
•: the effect of the Merger with CRIC on the financial results of E-House is not consistent with the expectations of financial analysts or investors.

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In addition, the market price of the E-House ADSs may decline during the period of time between the EGM to vote on the Merger Agreement and the date on which CRIC shareholders and CRIC ADS holders entitled to receive E-House shares and E-House ADSs, respectively, pursuant to the Merger Agreement actually receive such E-House shares and E-House ADSs. The market value of E-House ADSs may fluctuate during this period. These fluctuations may be caused by changes in the businesses, operations, results and prospects of both E-House and CRIC, market expectations of the likelihood that the Merger will be completed and the timing of the completion, general market and economic conditions or other factors. At the time they cast their votes regarding approval of the Merger Agreement, CRIC shareholders and ADS holders will not know the actual market value of the E-House shares and E-House ADSs they will respectively receive when the Merger is finally completed. The actual market value of the E-House shares and E-House ADSs, when received by CRIC shareholders and CRIC ADS holders, will depend on the market value of those E-House shares and E-House ADSs on that date. This market value may be less than the value of the E-House shares and E-House ADSs at the time the Merger Agreement was signed or when the EGM is held.

As a result of the payment of the cash portion of the Merger Consideration to CRIC ADS holders and CRIC shareholders upon completion of the Merger, E-House will have substantially less cash and cash equivalents, which may materially and adversely impact E-House's ability to pursue opportunities for investment, acquisition, strategic alliance or other similar actions which may arise in the near future.

As of September 30, 2011, E-House had $347.7 million in cash and cash equivalents, of which $295.0 million are cash and cash equivalents of CRIC which are consolidated into E-House's financial statements under U.S. GAAP. In the Merger, E-House will pay CRIC ADS holders and CRIC shareholders an aggregate of $112.8 million in cash, which will come from a combination of E-House's and CRIC's cash and cash equivalents.

Historically, E-House's principal sources of liquidity have been cash generated from its operating activities, capital contributions by existing shareholders, proceeds from its public offerings of equity securities, proceeds from CRIC's initial public offering and borrowings from third-party lenders. E-House currently anticipates that it will be able to meet its needs to fund its operations for at least the next twelve months with operating cash flow and the projected $235.1 million in cash and cash equivalents following the payment of cash consideration to CRIC ADS holders and CRIC shareholders upon completion of the Merger. However, due to the reduction in E-House's cash and cash equivalents as a result of payment of the cash portion of the Merger Consideration, E-House will not be as well-positioned to pursue opportunities for investment, acquisition, strategic alliance or other similar actions which may arise in the near future. In addition, adverse changes in business conditions, including reduced demand in the real estate market in China, regulatory changes which adversely impact China's real estate industry and continued monetary tightening by the PRC central bank, may result in E-House needing to obtain additional cash resources to fund its operations. In the event that E-House would need to obtain additional cash resources, additional financing, including equity offering and debt financing in the capital markets, may not be available to E-House in amounts or on terms that would not be acceptable to it or may not be available at all. If this were to happen, E-House may need to curtail its business expansion plans to meet more pressing liquidity needs or may need to delay or forego investments, acquisitions, strategic alliances or other similar opportunities. If E-House is not able to obtain needed additional cash resources in amounts or on terms that would be acceptable to E-House, E-House's business, financial condition and results of operation may be materially and adversely effected.

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Certain of CRIC's directors and executive officers have benefit arrangements that may result in their interests in the Merger being different from those of CRIC shareholders.

Some of CRIC's directors who recommend that you vote in favor of the Merger Agreement, as well as some of CRIC's executive officers, have benefit arrangements that provide them with interests in the Merger that may be different from yours. The receipt of compensation or other benefits in connection with the Merger may influence these persons in making their recommendation that you vote in favor of approval of the Merger Agreement. Please see "Interests of CRIC's Directors and Executive Officers in the Merger" beginning on page 72.

E-House and CRIC may not achieve the expected benefits of the proposed Merger.

E-House and CRIC entered into the Merger Agreement with the expectation that the proposed Merger will result in various benefits. See "Special Factors—E-House Reasons for the Merger" beginning on page 51 and "Special Factors—Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee" beginning on page 55. Some of those benefits may not be achieved or, if achieved, may not be achieved in the time frame in which they are expected. Whether these anticipated benefits are realized depends on future events and circumstances, some of which are beyond the parties' control. For example, E-House's future growth in revenues, earnings and cash flow will be partly dependent on future economic conditions and conditions in the real estate industry in China. Also, the potential synergies that E-House and CRIC anticipate due to a deeper integration of the two companies may not be realized.

E-House and CRIC will incur transaction and integration costs in connection with the Merger.

E-House and CRIC have incurred, and expect to continue to incur, significant costs in connection with the Merger, including the fees of their respective professional advisors. E-House will also incur integration costs following the completion of the Merger as CRIC's operations are further integrated with E-House's operations. The efficiencies anticipated to arise from the Merger may not be achieved in the near term or at all, and if achieved, may not be sufficient to offset the costs associated with the Merger. Unanticipated costs, may have an adverse impact on the results of operations of the combined company following the completion of the Merger.

Failure to timely complete the proposed Merger could disrupt E-House's and CRIC's business plans and operations.

Although E-House and CRIC expect to complete the Merger promptly after receiving CRIC shareholder approval at the EGM, the transaction is subject to certain customary closing conditions. The companies' inability to complete the Merger on the expected schedule or at all would likely disrupt their operations and require the companies to revise their respective business plans, and could otherwise have a material adverse effect on each company's business and on the trading price of each company's ADSs. Moreover, if the Merger is not completed, both companies will be subject to several risks, including having to pay certain costs relating to the Merger and diverting the focus of their respective management teams from pursuing other opportunities that could be beneficial to E-House or CRIC, in each case, without realizing any of the benefits that might have resulted had the Merger been completed.

Risks Related to an Investment in E-House Shares and E-House ADSs

E-House incurred a net loss in the nine months ended September 30, 2011, will finish the 2011 fiscal year with a net loss, and may incur losses in the future.

E-House suffered a net loss of $242.5 million for the nine months ended September 30, 2011 and CRIC suffered a net loss of $411.4 million for the nine months ended September 30, 2011. Each of

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E-House's and CRIC's respective net loss for the nine months ended September 30, 2011 was primarily due to a $417.8 million goodwill impairment loss caused by CRIC's online business. In 2011, CRIC concluded that the carrying amount of its online net assets, the majority of which were acquired from SINA and merged with CRIC concurrently upon the completion of CRIC's initial public offering in October 2009, was higher than their current fair value and consequently recorded the goodwill impairment charge during the third quarter of 2011. The decision was based on recent and projected further slowdown in China's real estate market due to the PRC government's continued restrictive policies and credit tightening, which is expected to result in slower than previously expected growth for CRIC's online business over the next several years due to developers being less inclined to increase sales volume and more cautious with their advertising spending.

Aside from the goodwill impairment charge to CRIC's online business, the worsening market conditions for the real estate industry in China, in part due to the PRC government's continued tightening of credit supply, contributed to declines for E-House in total transaction volume, early-stage project preparation and advertising spending. As a result of the goodwill impairment charge to the online business, the continued worsening of market conditions for the real estate in China and other factors, E-House will suffer a net loss for the year ended December 31, 2011. As set forth in "Recent Developments Relating to E-House" on page 82 of this proxy statement/prospectus, which sets forth selected unaudited condensed consolidated statement of operations data of E-House for the three months ended December 31, 2011, net loss attributable to E-House shareholders was $27.9 million for the three months ended December 31, 2011, and as set forth in "Recent Developments Relating to CRIC" on page 92 of this proxy statement/prospectus, which sets forth selected unaudited condensed consolidated statement of operations data of CRIC for the three months ended December 31, 2011, net loss attributable to CRIC shareholders was $6.4 million for the three months ended December 31, 2011. See "Recent Developments Relating to E-House" and "Recent Developments Relating to CRIC" for more information.

There can be no assurance that E-House will return to profitability or achieve the revenue growth trend it exhibited in the past. E-House's ability to return to profitability may be adversely affected by various factors beyond E-House's control, including but not limited to continued adverse market conditions in the real estate industry in China and PRC government policies which adversely affect the real estate industry in China.

The market price of the E-House ADSs may be affected by factors different from those affecting the price of your CRIC ADSs.

If the Merger is successfully completed, CRIC ADS holders will become holders of E-House ADSs and CRIC shareholders will become holders of E-House shares. The business of E-House differs from that of CRIC, and its results of operations, as well as the trading price of E-House ADSs, may be affected by factors different from those affecting CRIC' s results of operations and the trading price of the CRIC ADSs.

The E-House shares and E-House ADSs to be received by CRIC shareholders and CRIC ADS holders, respectively, will have different rights from the CRIC shares and CRIC ADSs.

At the effective time of the Merger, CRIC shareholders will no longer be CRIC shareholders, but will instead become E-House shareholders, and CRIC ADS holders will no longer be CRIC ADS holders, but will instead become E-House ADS holders. While both CRIC and E-House are incorporated in the Cayman Islands, there are certain differences between your current rights as a beneficial owner of the CRIC shares underlying your CRIC ADSs and the rights to which you will be entitled as a beneficial owner of the E-House shares underlying the E-House ADSs.

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The rights of CRIC ADS holders are governed by a deposit agreement among CRIC, the CRIC depositary and all holders and beneficial owners of CRIC ADSs, and the rights of E-House ADS holders are governed by a deposit agreement among E-House, the E-House depositary and all holders and beneficial owners of E-House ADSs. While JPMorgan Chase Bank, N.A. is the depositary under both deposit agreements, there are certain differences between the rights of CRIC ADS holders and the rights of E-House ADS holders under the respective deposit agreements. For example, CRIC reserves, in its sole discretion, the right under Section 12 of Exhibit A of the CRIC Deposit Agreement, to request the CRIC depositary to issue a discretionary proxy in favor of a person to be designated by CRIC to vote any shares represented by CRIC ADSs for which the CRIC depositary does not timely receive valid voting instructions from the ADS holders as of the CRIC ADS record date. Under the terms of the CRIC Deposit Agreement, no discretionary proxy is to be issued in respect of shares represented by unvoted CRIC ADSs with respect to any matter as to which CRIC informs the CRIC depositary that there exists substantial opposition or that would have a material adverse impact on the holders of CRIC ADSs or on CRIC' shareholders. The CRIC depositary will, in accordance with the terms of the CRIC Deposit Agreement, rely on the determination by CRIC. CRIC does not intend to request the CRIC depositary to issue a discretionary proxy in regards to the voting of shares represented by CRIC ADSs for which the CRIC depositary does not timely receive valid voting instructions from the CRIC ADS holders as of the CRIC ADS record date for the EGM to approve the Merger Agreement and Plan of Merger. Under the E-House Deposit Agreement, E-House may not request the CRIC depositary to issue a discretionary proxy in favor of a person to be designated by E-House to vote the E-House shares represented by E-House ADSs for which the CRIC depositary does not timely receive valid voting instructions as of the E-House ADS record date. However, an E-House ADS holder may elect to instruct the E-House depositary to give a person to be designated by E-House a discretionary proxy.

For a summary of the differences between your current rights as a beneficial owner of the CRIC shares underlying your CRIC ADSs and the rights to which you will be entitled as a beneficial owner of the E-House shares underlying the E-House ADSs, see "Description of the E-House Shares—Comparison of Rights of E-House and CRIC Shareholders" on page 212, and for a summary of the differences between your current rights as a CRIC ADS holder and the rights to which you will be entitled as a E-House ADS holder, see "Description of the E-House American Depositary Shares—Comparison of Rights of E-House and CRIC American Depositary Share Holders" on page 223.

E-House may be classified as a passive foreign investment company, or PFIC, which could result in adverse United States federal income tax consequences to U.S. Holders.

In light of E-House's significant cash balances and because the value of E-House's assets for purposes of the PFIC test is generally determined by reference to the market price of E-House ADSs and E-House shares, E-House may have been a PFIC for the taxable year ended December 31, 2011, and may be or become a PFIC in future taxable years unless E-House's share value increases and/or E-House invests a substantial amount of the cash and other passive assets that it holds in assets that produce active income. In addition, it is possible that one or more of E-House's subsidiaries may have been a PFIC in the past and may be or become PFICs in future taxable years. A non-United States corporation, such as E-House, will be treated as a PFIC for United States federal income tax purposes for any taxable year, if either (1) 75% or more of its gross income for such year consists of certain types of "passive" income, or (2) 50% or more of its average quarterly assets as determined on the basis of fair market value during such year produce or are held for the production of passive income.

If E-House is classified as a PFIC on the effective date of the Merger or for any year during which a U.S. Holder (as defined in "Material United States Federal Income Tax Consequences of the Merger") holds E-House ADSs or E-House shares, a U.S. Holder would be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of United States Federal

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income tax that a U.S. Holder could derive from investing in a non-United States corporation that does not distribute all of its earnings on a current basis. Furthermore, a U.S. Holder will generally be treated as holding an equity interest in a PFIC in the first taxable year of the U.S. Holder's holding period in which E-House becomes a PFIC and subsequent taxable years ("PFIC-Tainted Shares") even if, E-House, in fact, ceases to be a PFIC in subsequent taxable years. Accordingly, a U.S. Holder should consider making a "mark-to-market" election for the taxable year in which the E-House ADSs are received pursuant to the Merger to avoid owning PFIC-Tainted Shares for the taxable year ending December 31, 2012 and subsequent taxable years. See the discussion under "Material United States Federal Income Tax Consequences of the Merger—Subsequent Ownership of the E-House ADSs or E-House Shares—Passive Foreign Investment Company Rules" beginning on page 151 concerning the United States federal income tax consequences of holding and disposing E-House ADSs or E-House shares if E-House is or becomes classified as a PFIC, including the possibility of making a "mark-to-market" election.

E-House may be subject to PRC taxation on its worldwide income, and dividends distributed to its investors may be subject to PRC withholding taxes under the EIT Law.

Under the EIT Law and its implementation rules, all domestic and foreign-invested companies are subject to a uniform enterprise income tax at the rate of 25%, and dividends from a PRC subsidiary to its foreign parent company are subject to a withholding tax at the rate of 10%, unless such foreign parent company's jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding, or the tax is otherwise exempted or reduced pursuant to PRC tax laws. In addition, under the EIT Law, enterprises organized under the laws of jurisdictions outside China with their "de facto management bodies" located within China may be considered PRC resident enterprises and therefore be subject to PRC enterprise income tax at the rate of 25% on their worldwide income. Under the implementation rules of the EIT Law, "de facto management bodies" are defined as the bodies that have material and overall management and control over the business, personnel, accounts and properties of the enterprise. A subsequent circular issued by the State Administration of Taxation provides that a foreign enterprise controlled by a PRC company or a PRC company group will be classified as a "resident enterprise" with its "de facto management bodies" located within China if the following requirements are satisfied: (1) the senior management and core management departments in charge of its daily operations function mainly in the PRC; (2) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (3) its major assets, accounting books, company seals, and minutes and files of its board and shareholders' meetings are located or kept in the PRC; and (4) more than half of the enterprise's directors or senior management with voting rights reside in the PRC.

The EIT Law and its implementation rules are relatively new and ambiguities exist with respect to the interpretation of the provisions relating to resident enterprise issues. Although E-House's offshore holding companies are not controlled by any PRC company or company group, E-House cannot assure you that it will not be deemed to be a PRC resident enterprise under the EIT Law and its implementation rules. If it were considered a PRC resident enterprise, E-House would be subject to PRC enterprise income tax at the rate of 25% on its worldwide income; dividend income E-House receives from its PRC subsidiaries, however, may be exempt from PRC tax since such income is exempted under the EIT Law when paid to a PRC resident recipient. However, as there is still uncertainty as to how the EIT Law and its implementation rules will be interpreted and implemented, and the PRC foreign exchange control authorities have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as PRC resident enterprises, E-House cannot assure you that it is eligible for such PRC enterprise income tax exemptions or reductions. If it were considered a PRC resident enterprise, dividends distributed by E-House to its offshore investors that are non-resident enterprises and gains such investors may realize from the transfer of E-House's

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Shares or ADSs may be treated as PRC-sourced income and therefore be subject to a 10% PRC withholding tax, unless otherwise exempted or reduced pursuant to treaties or applicable PRC law.

If it became a PRC resident enterprise and received income other than dividends, E-House's profitability and cash flows would be adversely affected due to its worldwide income being taxed in China under the EIT Law.

CRIC's failure to obtain or keep requisite registrations, licenses and permits for its business operations may subject CRIC to significant financial penalties and other government sanctions.

Due to the broad geographic scope of CRIC's operations, the variety of services it provides and its current corporate structure with contractual arrangements among its PRC subsidiaries, its PRC affiliated entities and their respective shareholders, CRIC is subject to numerous national, regional and local laws and regulations specific to the services it performs and its corporate structure, including laws and regulations that set forth requirements to obtain or hold various registrations, licenses and permits. These laws and regulations are subject to interpretation and implementation by local authorities that may vary from place to place and from time to time, and CRIC may be required to obtain registrations, licenses and permits that it does not currently have. If CRIC fails to properly obtain or maintain the registrations, licenses and permits or complete the filings and registrations required to conduct its business or maintain its current corporate structure, its affected subsidiaries, consolidated affiliated entities and branch offices in China may, among other things, be warned or fined, have their licenses or permits revoked, be ordered to suspend or cease providing certain services, or be subjected to other penalties, sanctions or liabilities, which in turn could materially and adversely affect CRIC's business.

For example, CRIC's PRC subsidiaries, which are foreign-invested enterprises under PRC law, may not carry out commercial operation of internet information services in China. CRIC currently provides real estate-related internet information services through its contractual arrangements with Beijing Yisheng Leju Information Services Co., Ltd., or Beijing Leju, and its shareholders and its contractual arrangements with Shanghai Yi Xin E-commerce Co., Ltd., or Shanghai Yi Xin, and its shareholders. Furthermore, since CRIC has not been involved in advertising outside of China for the required number of years, CRIC's domestic PRC operating subsidiaries are currently ineligible to apply for the required advertising services licenses in China. CRIC's real estate advertising business is currently mainly provided through its contractual arrangements with Shanghai Tian Zhuo Advertising Co., Ltd., or Tian Zhuo, and its shareholders. Pursuant to applicable PRC laws and regulations, the equity pledges of the shareholders of Beijing Leju, Shanghai Yi Xin and Tian Zhuo under their respective equity pledge agreement must be registered with the relevant government authorities in order for such equity pledges to be enforceable under PRC Law. The registration of the equity pledge of the equity interest in Beijing Leju has been completed and the registration of the equity pledges of the equity interest in Shanghai Yi Xin and Tian Zhuo has not yet been completed. Despite its efforts, CRIC cannot assure you that the shareholders of Shanghai Yi Xin or Tian Zhuo will ever be able to complete such registrations.

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FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the information incorporated by reference into this proxy statement/prospectus include certain forward-looking statements. In addition, in the future E-House, CRIC, and others on their behalf, may make statements that constitute forward-looking statements. Such forward-looking statements can be identified by the use of forward-looking terminology such as "will," "believes," "intends," "plans," or "expects," or similar expressions, or by express or implied discussions regarding the Merger, the future financial results or business prospects of E-House, CRIC or any of their respective subsidiaries or consolidated affiliated entities or the potential growth opportunities or expected benefits from the Merger; or by discussions of strategies, plans, expectations or intentions. You should not place undue reliance on these statements.

Such forward-looking statements reflect the current views of E-House and/or CRIC regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no assurance that E-House, CRIC or any of their respective subsidiaries or consolidated affiliated entities or service lines will achieve any particular financial results, or that the Merger will be completed or the expected benefits of the Merger will be achieved in a timely manner or at all. In particular, management's expectations could be affected by, among other things: the tightening of credit by the PRC central bank, which may result in, among other things, it taking longer for commercial banks in China to approve new mortgage loans, which may adversely impact revenues from E-House's primary real estate agency services and other services; unexpected regulatory actions or delays or government regulation generally; uncertainties regarding future demand for the services and products of E-House or CRIC; trends and competition in the real estate services, internet and online advertising industries; instability in the global and PRC financial markets and in the global and PRC economy; unforeseen adverse consequences of the proposed Merger, such as making it more difficult to maintain relationships with key employees; and the impact that the foregoing factors could have on the values attributed to the assets and liabilities of E-House, CRIC and any of their respective subsidiaries or consolidated affiliated entities as recorded on their consolidated balance sheets. Some of these factors are discussed in more detail under "Risk Factors" in this proxy statement/prospectus and in E-House's annual report on Form 20-F for the year ended December 31, 2010, including under "Item 3.D. Risk Factors," "Item 4. Information on the Company," and "Item 5. Operating and Financial Review and Prospects" and in CRIC's annual report on Form 20-F for the year ended December 31, 2010, including under "Item 3.C. Risk Factors," "Item 4. Information on the Company," and "Item 5. Operating and Financial Review and Prospects." Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this proxy statement/prospectus or in the documents incorporated herein by reference as anticipated, believed, estimated or expected.

Neither E-House nor CRIC as a matter of normal course makes public forecasts as to future sales, earnings, or other results beyond the current fiscal quarter. However, the management of E-House and CRIC has prepared the prospective financial information contained in this proxy statement/prospectus and the Schedule 13E-3 filed in connection with the Merger by CRIC, E-House, Merger Sub and Mr. Xin Zhou at the request of Credit Suisse for its review as the independent financial advisor to the Special Committee. The forecasts relating to E-House were prepared by the management of E-House and the forecasts relating to CRIC were prepared by the management of CRIC. The prospective financial information was not prepared with a view toward public disclosure, nor were they prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of the management of E-House and CRIC, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best knowledge and belief the management of E-House and CRIC, respectively, the expected course of action and the expected future financial

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performance of E-House and CRIC, respectively. However, this information is not fact and should not be relied upon as being necessarily indicative of future results.

Neither the independent auditor of E-House and CRIC, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

E-House and CRIC caution against placing undue reliance on forward-looking statements, which reflect their current beliefs and are based on information currently available to them as of the date a forward-looking statement is made. Forward-looking statements set forth or incorporated by reference herein speak only as of the date of this proxy statement/prospectus or the date of the document incorporated by reference into this proxy statement/prospectus, as the case may be, and will only be updated in this proxy statement/prospectus or the document incorporated by reference into this proxy statement/prospectus, as the case may be, to the extent required by applicable federal securities law. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in E-House's or CRIC's public filings with the SEC, which are accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section entitled "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" beginning on pages 227 and 228, respectively.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE EXTRAORDINARY
GENERAL MEETING

The following are some questions that you may have regarding the Merger and the EGM and brief answers to those questions. E-House urges you to read carefully the entire proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger and the EGM. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 227 and 228, respectively.

Q:: What is this document and why did I receive the proxy card?
A:: You received a proxy card and were directed to this document because, as of the CRIC share record date or the CRIC ADS record date, you owned CRIC shares or CRIC ADSs, respectively. E-House has agreed to acquire the remaining shares of CRIC that it does not already own pursuant to the terms of a Merger Agreement and Plan of Merger that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

In order to complete the Merger, CRIC shareholders must vote to authorize, approve and adopt the Merger Agreement and Plan of Merger. CRIC is holding the EGM to obtain this shareholder approval.

This proxy statement/prospectus contains important information about CRIC, E-House, the Merger, the EGM and other background information so that you can make an informed investment decision, and you should read this information carefully. If you are a CRIC shareholder, the proxy card for the EGM of CRIC shareholders which was mailed to you allows you to vote your CRIC shares without attending the EGM in person, and if you are a CRIC ADS holder, the ADS voting card which was mailed to you allows you to vote your CRIC ADSs without needing to convert your CRIC ADSs into CRIC shares and attending the EGM in person.

This proxy statement/prospectus constitutes both a proxy statement of CRIC and a prospectus of E-House. It is a proxy statement under Cayman Islands law because the CRIC Board is soliciting proxies from its shareholders. It is a prospectus of E-House with respect to the E-House shares to be issued to CRIC shareholders in the Merger pursuant to the Merger Agreement and the E-House ADSs to be issued to CRIC ADS holders in the Merger pursuant to the Merger Agreement.

Q:: What is the Merger?
A:: The Merger is a going private transaction pursuant to which Merger Sub will merge with and into CRIC. Once the closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into CRIC, with CRIC continuing as the surviving company after the Merger. If the Merger is completed, CRIC will continue its operations as a privately held company owned solely by E-House, and as a result of the Merger, the CRIC ADSs will no longer be listed on the NASDAQ, CRIC will cease to be a publicly traded company, the CRIC ADSs and the underlying CRIC shares will be deregistered under the Exchange Act, and the CRIC ADS program will terminate.
Q:: What will I receive in the Merger?
A:: As described in more detail under "The Merger Agreement, the Plan of Merger and the Merger—Merger Consideration" below, at the effective time of the Merger, (1) each outstanding CRIC share will be cancelled in consideration of the right to receive cash in the amount of $1.75, without interest, and 0.6 E-House share, and (2) each outstanding CRIC ADS will be cancelled in

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consideration of the right to receive cash in the amount of $1.75, without interest (less a 5¢ per CRIC ADS cancellation fee payable by holders of CRIC ADSs pursuant to the CRIC Deposit Agreement), and 0.6 E-House ADS; provided that the Excluded CRIC Shares shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor, and the Dissenter Shares will be cancelled for the appraised or agreed value under the Cayman Companies Law.

If you validly exercise and have not effectively withdrawn or lost your appraisal rights under Section 238 of the Cayman Companies Law with respect to the Merger, you would not receive the per share Merger Consideration as set forth in the Merger Agreement in the event that the Merger is consummated, and would instead receive the value of each CRIC share appraised or agreed pursuant to the Cayman Companies Law. For more information on appraisal rights, please see the question "Am I entitled to appraisal rights?" below and its answer.

Q:: Can the value of the Merger Consideration change between now and the time the Merger is completed?
A:: The Per Share Cash Consideration and the Per ADS Cash Consideration will not change, but the value of the Per Share Stock Consideration and the Per ADS Stock Consideration to be delivered to CRIC shareholders and CRIC ADS holders, respectively, under the Merger Agreement will fluctuate based on the trading price for E-House ADSs on the NYSE. Regardless of the trading price of E-House's ADSs on the NYSE on the effective date of the Merger, CRIC shareholders will receive 0.6 E-House share for each CRIC share that they own and CRIC ADS holders will receive 0.6 E-House ADS for each CRIC ADS that they own. The market value of the E-House shares and E-House ADSs that CRIC shareholders and CRIC ADS holders will respectively receive in the Merger will increase or decrease as the trading price of E-House ADSs increases or decreases, and may be different at the time the Merger is completed than it was at the time the Merger Agreement was signed or will be at the time of CRIC's EGM to approve the Merger. The market price of E-House ADSs could be lower at any time prior to the completion of the Merger or at any time thereafter than it was at the date of the Merger Agreement. Please see the section headed "Risk Factors" beginning on page 24 for more information on the risks involved in investing in E-House shares and ADSs.

As of March 20, 2012, the closing price of E-House ADSs on the NYSE was $5.92 per ADS. CRIC shareholders are urged to obtain current trading prices for E-House ADSs on the website of the New York Stock Exchange at http://www.nyse.com/ before you vote. This website is not incorporated by reference in this proxy statement/prospectus.

Q:: What are the material tax consequences of the Merger to CRIC shareholders and CRIC ADS holders?
A:: Please see "Material United States Federal Income Tax Consequences of the Merger" beginning on page 148 for a summary of the material United States federal income tax consequences of the Merger, "Material PRC Income Tax Consequences of the Merger" beginning on page 154 for a summary of the material PRC income tax consequences of the Merger, and "Material Cayman Islands Tax Consequences of the Merger" on page 156 for a summary of the material Cayman Islands tax consequences of the Merger. You should consult with your own tax advisor for a full understanding of how the Merger will affect your United States federal, state, local, foreign and other taxes.
Q:: Can I elect to receive all cash or all E-House ADSs/E-House Shares?
A:: No. You cannot elect to receive all cash consideration for any or all of the CRIC shares or CRIC ADSs that E-House acquires from you pursuant to the Merger Agreement. CRIC shareholders may receive only the combination of $1.75 in cash and 0.6 E-House share in return for each CRIC

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share that E-House acquires from you pursuant to the Merger Agreement, and CRIC ADS holders may receive only the combination of $1.75 in cash (less a 5¢ per CRIC ADS cancellation fee payable by holders of CRIC ADSs pursuant to the CRIC Deposit Agreement) and 0.6 E-House ADS in return for each CRIC ADS that E-House acquires from you pursuant to the Merger Agreement.

Q:: How will CRIC's share options and restricted shares be treated in the Merger?
A:: At the effective time of the Merger, each outstanding CRIC share option, whether vested or unvested, shall be assumed by E-House and be converted into an E-House share option. Each E-House share option as so assumed and converted shall be exercisable for that number of whole E-House shares (rounded down to the nearest whole share) equal to the product of (1) the total number of CRIC shares subject to such CRIC share option and (2) the Stock Award Exchange Ratio (as defined below), at an exercise price per E-House share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (a) the exercise price per share of the CRIC share option by (b) the Stock Award Exchange Ratio; provided, however, that the exercise price and the number of E-House shares subject to the E-House share option shall be determined in a manner consistent with the requirements of Section 409A of the United States Internal Revenue Code. Each such E-House share option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the CRIC share option immediately prior to the effective time (but, taking into account any changes thereto provided for in CRIC's share incentive plan, any award agreement, or any other contract or agreement, including by reason of the Merger Agreement or the transactions contemplated thereby). "Stock Award Exchange Ratio" means the sum of (1) 0.6 and (2) the quotient obtained by dividing (a) $1.75 by (b) an amount equal to the average of the closing sale prices of the E-House shares on the NYSE for each of the 15 consecutive trading days ending with the fourth complete trading day prior to the effective time.

As of the effective time, each unvested CRIC restricted share award granted pursuant to CRIC's share incentive plan that is outstanding immediately prior to the effective time shall, at the effective time, be assumed by E-House and converted into the number of E-House restricted shares equal to (1) the number of CRIC shares underlying the CRIC restricted share award multiplied by (2) the Stock Award Exchange Ratio (rounded up to the nearest whole share). Each such E-House restricted share as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the CRIC restricted shares immediately prior to the effective time (but, taking into account any changes thereto provided for in CRIC's share incentive plan, any award agreement, or any other contract or agreement, including by reason of the Merger Agreement or the transactions contemplated thereby).

For more information on the treatment of CRIC share options and CRIC restricted shares in the Merger, see "The Merger Agreement, the Plan of Merger and the Merger—Treatment of CRIC Share Options and Restricted Shares" beginning on page 126.

Q:: What is an American depositary share (ADS) and American depositary receipt (ADR)?
A:: An American depositary share ("ADS") is an ownership interest in the securities of a non-U.S. company deposited at a custodian bank, as agent of the depositary. ADS holders hold their ADSs either directly or indirectly through a broker or other financial institution. If you hold ADSs directly, either represented by ADSs in book-entry form on the depositary's direct registration system or represented by American depositary receipts ("ADRs") that you hold in certificated form, you are an ADR holder. JPMorgan Chase Bank, N.A. is the depositary of both CRIC's ADS program and E-House's ADS program.

Each E-House ADS represents one E-House share. For a description of the E-House ADSs, ADRs and the ADS program, please see "Description of the E-House American Depositary Shares" beginning on page 213.

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Q:: If the Merger is completed, will the E-House ADSs to be delivered under the Merger Agreement be "listed" for trading?
A:: Yes. E-House ADSs are listed on the NYSE under the symbol "EJ." It is a condition to the completion of the Merger that the E-House ADSs to be delivered to CRIC ADS holders in connection with the Merger be approved for listing on the NYSE, subject to official notice of issuance.
Q:: After the Merger is completed, how will I receive the Merger Consideration for my CRIC shares?
A:: Within five business days after the effective time, an exchange agent appointed by E-House will mail to each registered holder of the CRIC shares (other than holders of Excluded CRIC Shares or Dissenter Shares) (1) a form of letter of transmittal specifying how the delivery of the Merger Consideration to registered holders of the CRIC shares will be effected and (2) instructions for effecting the surrender of share certificates in exchange for the applicable Merger Consideration for each CRIC share. CRIC shareholders will receive the Merger Consideration for their CRIC shares from the exchange agent after complying with these instructions. Do not send in your share certificates with your proxy card.
Q:: After the Merger is completed, how will I receive the Merger Consideration for my CRIC ADSs?
A:: Within five business days after the effective time, the surviving company and the exchange agent will mail to the CRIC depositary (1) a form of letter of transmittal specifying how the delivery of the Merger Consideration to the CRIC depositary will be effected and (2) instructions for effecting the surrender of all certificates representing CRIC ADSs. The CRIC depositary will be entitled to receive the Per ADS Merger Consideration, without interest, for each CRIC share held by the CRIC depositary in respect of which a CRIC ADS has been issued (other than those CRIC ADSs represented by CRIC shares issued to the CRIC depositary and reserved for future grants under the CRIC share incentive plan) (the "Aggregate ADS Payment"), provided that the CRIC depositary will be required to surrender such certificates it holds to the exchange agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and the certificates so surrendered will forthwith be cancelled.

Within five business days following the payment of the Aggregate ADS Payment, the surviving company and the exchange agent will cause the CRIC depositary to mail to each registered holder of CRIC ADSs (other than holders of Excluded CRIC Shares) (1) a form of letter of transmittal specifying how the delivery of the Merger Consideration to the registered holders of the CRIC ADSs will be effected and (2) instructions for effecting the surrender of ADRs evidencing CRIC ADSs. Each holder registered on CRIC's ADR register shall be entitled to receive the Per ADS Merger Consideration, without interest, for each CRIC ADS cancelled at the effective time multiplied by the number of CRIC ADSs held by such holder, provided that each holder of an ADR shall be required to surrender such ADR to the CRIC depositary together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and the ADRs so surrendered shall forthwith be cancelled pursuant to the CRIC Deposit Agreement.

Each ADR in respect of such cancelled CRIC ADS shall be deemed at any time after the effective time to represent only the right to receive the Per ADS Merger Consideration, without interest. The CRIC Deposit Agreement provides that in the event of the cancellation of the CRIC ADSs the holder thereof will pay to the CRIC depositary a 5¢ cancellation fee for each cancelled CRIC ADS, and the registered holders of CRIC ADSs shall pay such 5¢ ADS cancellation fee for each CRIC ADS that E-House acquires from him or her in the Merger.

If your CRIC ADSs are held in "street name" by your broker, bank or other nominee, you will not be required to take any action to receive the Per ADS Merger Consideration as the CRIC depositary will arrange for the surrender of the CRIC ADSs and the remittance of the Per ADS

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Merger Consideration with The Depository Trust Company (the clearance and settlement system for the CRIC ADSs) for distribution to your broker, bank or nominee on your behalf. If you have any questions concerning the receipt of the Per ADS Merger Consideration, please contact your broker, bank or nominee.

Q:: When will I receive the Merger Consideration?
A:: Assuming the Merger is completed, registered holders of CRIC shares will receive the Per Share Merger Consideration as soon as practicable following their compliance with the instructions set forth in the letter of transmittal received from the exchange agent, including the surrender of share certificates.

Assuming the Merger is completed, registered holders of CRIC ADSs will receive the Per ADS Merger Consideration as soon as practicable following their compliance with the instructions set forth in the letter of transmittal received from the CRIC depositary, including the surrender of ADRs evidencing CRIC ADSs.

If your CRIC ADSs are held in "street name" by your broker, bank or other nominee, the CRIC depositary will arrange for the surrender of the CRIC ADSs and the remittance of the Per ADS Merger Consideration with The Depository Trust Company for distribution to your broker, bank or nominee on your behalf.

Q:: Will I receive fractional interests in E-House shares or E-House ADSs?
A:: No fractional E-House shares or E-House ADSs will be issued as Merger Consideration. The exchange agent will (1) receive all E-House ADSs not used for share exchange in the Merger because of the existence of fractional E-House shares or E-House ADSs and (2) sell such E-House ADSs on behalf of the holders of fractional E-House shares or E-House ADSs on the NYSE and pass on the proceeds to such holders of the CRIC shares and CRIC ADSs in cash.

If you are a beneficial owner of CRIC ADSs and your CRIC ADSs are held in "street name" by a broker or custodian, you should consult with your broker or custodian as to whether or not you may receive fractional interests in E-House ADSs.

Q:

Will I have to pay brokerage commissions or depositary fees?

A:

You will not have to pay brokerage commissions as a result of the exchange of your CRIC shares for E-House shares in the Merger if your CRIC shares are registered in your name in the CRIC share register. The CRIC Deposit Agreement provides that in the event of the cancellation of the CRIC ADSs the holder thereof will pay to the CRIC depositary a 5¢ cancellation fee, and the registered holders of CRIC ADSs shall pay such 5¢ ADS cancellation fee for each CRIC ADS that E-House acquires from him or her in the Merger. If your CRIC ADSs are held through a bank, broker or a custodian linked to a stock exchange, you should consult with them as to whether or not they charge any transaction fee or service charges in connection with the Merger.

Q:

When and where will the EGM be held?

A:

The EGM will take place on April 19, 2012, beginning at 10:30 a.m., local time, at Room 505, 5/F, Wenwu Building, No. 383 Guangyan Road, Shanghai 200072, People's Republic of China.

Q:

What matters will be voted on at the EGM?

A:

You will be asked to consider and vote on the following resolutions:

•: as a special resolution, to authorize, approve and adopt the Merger Agreement and the Plan of Merger and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger; or

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•: as an ordinary resolution, to approve any motion to adjourn or postpone the EGM in order to allow CRIC to solicit additional proxies in favor of the approval of the Merger and the authorization, approval and adoption of the Merger Agreement and the Plan of Merger in the event that there are insufficient proxies received to approve the Merger Agreement and the Plan of Merger.

Q:: What vote of CRIC shareholders is required to approve the Merger Agreement?
A:: In order for the Merger to be completed, the Merger Agreement must be approved by (1) a special resolution of CRIC passed by an affirmative vote of shareholders representing two-thirds or more of the CRIC shares present and voting in person or by proxy as a single class at the EGM authorizing the Plan of Merger and approving and adopting the Merger Agreement and (2) an affirmative vote of shareholders holding a majority of the outstanding CRIC shares (other than the Excluded CRIC Shares). If this vote is not obtained, the Merger will not be completed.

As of March 21, 2012, E-House owns approximately 54.1% of the issued and outstanding CRIC shares and has advised the CRIC Board that it intends to vote all of its CRIC shares in favor of the approval of the Merger Agreement. In addition, excluding CRIC share options granted to them, the directors and executive officers of CRIC as a group beneficially own approximately 2.3% of the outstanding CRIC shares, and CRIC currently expects that all directors and executive officers who beneficially own CRIC shares will vote all of their CRIC shares in favor of the approval of the Merger Agreement.

Q:: Who is entitled to vote?
A:: The CRIC ADS record date is the close of business on March 21, 2012 (New York City time) and the CRIC share record date is the close of business on April 5, 2012 (New York City time). Holders of CRIC ADSs on the CRIC ADS record date and holders of CRIC shares on the CRIC share record date are entitled to vote at the EGM. Holders of CRIC shares may appoint a proxy holder to vote on their behalf, and holders of CRIC ADSs may instruct the CRIC depositary how to vote the CRIC shares underlying their ADSs. Shareholders entered in the register of members of CRIC at the close of business on April 5, 2012 (New York City time) will receive the proxy card directly from CRIC, and CRIC ADS holders will receive the ADS voting instruction card from the CRIC depositary.
Q:: Who is entitled to participate in the EGM?
A:: Only CRIC shareholders registered in the register of members of CRIC as of the CRIC share record date or their proxy holders are entitled to participate in the EGM or any adjournment thereof. CRIC ADS holders themselves may not participate in the EGM. CRIC ADS holders who wish to attend the EGM must surrender their CRIC ADSs to the CRIC depositary, pay the CRIC depositary's fees required for such surrender and provide instructions for the registration of the corresponding CRIC shares before 10:30 a.m. on March 29, 2012 (New York City time), and become registered as CRIC shareholders in CRIC's register of members prior to the close of business on April 5, 2012 (New York City time), the CRIC share record date.
Q:: What constitutes a quorum for the EGM?
A:: The presence, in person or by proxy, of one or more shareholders holding not less than an aggregate of one-third of all of the outstanding CRIC shares that are entitled to vote on the CRIC share record date will constitute a quorum for the EGM.
Q:: When do you expect the Merger to be completed?
A:: We are working toward completing the Merger as quickly as possible and currently expect the Merger to close in mid-year 2012. In order to complete the Merger, we must obtain shareholder

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approval of the Merger at the EGM and the other closing conditions under the Merger Agreement must be satisfied or waived in accordance with the Merger Agreement.

Q:: What happens if the Merger is not completed?
A:: If the CRIC shareholders do not adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger, or if the Merger is not completed for any other reason, the CRIC shareholders and ADS holders will not receive any payment for their respective CRIC shares and CRIC ADSs pursuant to the Merger Agreement nor will any holders of CRIC share options or CRIC restricted shares receive E-House share options or E-House restricted shares pursuant to the Merger Agreement. In addition, CRIC will remain a publicly traded company. The CRIC ADSs will continue to be listed and traded on the NASDAQ, provided that CRIC continues to meet the NASDAQ's listing requirements. In addition, CRIC will remain subject to SEC reporting obligations. Therefore, CRIC shareholders and ADS holders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of CRIC shares and CRIC ADSs.

Subject to any equitable remedies CRIC and E-House may be entitled to, under specified circumstances in which the Merger Agreement is terminated, CRIC may be required to pay E-House a termination fee of $5.0 million, which is the sole and exclusive remedy of E-House against CRIC for any loss or damage incurred as a result of any matters forming the basis for termination of the Merger Agreement, or E-House may be required to pay CRIC a termination fee of $5.0 million, which is the sole and exclusive remedy of CRIC against E-House for any loss or damage incurred as a result of any matters forming the basis for termination of the Merger Agreement. For more information, see "The Merger Agreement, the Plan of Merger and the Merger—Termination Fee" beginning on page 139.

Q:: Are there any risks in the Merger that I should consider?
A:: Yes. There are risks associated with all business combinations, including the Merger. These risks are discussed in more detail in the section entitled "Risk Factors" beginning on page 24.
Q:: How do I vote if my CRIC shares are registered in my name?
A:: If CRIC shares are registered in your name (that is, you do not hold ADSs) as of the CRIC share record date and you would like to vote by proxy, you should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the return envelope as soon as possible but in any event so that it is received by CRIC no later than 10:30 a.m. on April 17, 2012 (New York City time).

Alternatively, CRIC shareholders can attend the EGM and vote in person. If a CRIC shareholder returns a properly signed proxy card but does not indicate how the CRIC shareholder wants to vote, the CRIC shares represented by that proxy card will not be counted, unless (1) such CRIC shareholder appoints the chairman of the EGM as proxy, in which case the CRIC shares represented by that proxy will be voted FOR the proposal to authorize, approve and adopt the Merger Agreement and the Plan of Merger and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger, and FOR the proposal to adjourn the EGM in order to allow CRIC to solicit additional proxies in favor of the approval of the Merger and the authorization, approval and adoption of the Merger Agreement and the Plan of Merger in the event that there are insufficient proxies received to approve the Merger Agreement and Plan of Merger, or (2) such CRIC shareholder appoints a person other than the chairman of the meeting as proxy, in which case the CRIC shares represented by that proxy card will be voted (or not submitted for voting) as the proxy determines. If your CRIC shares are held by your broker, bank or other nominee, please see below for additional information.

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Q:: How do I vote if I hold CRIC ADSs?
A:: If you own CRIC ADSs as of the close of business on March 21, 2012 (New York City time) and do not cancel your CRIC ADSs as described in the paragraph below, you cannot attend or vote at the EGM directly, but you may instruct the CRIC depositary (as the holder of the CRIC shares underlying your ADSs) how to vote the shares underlying your ADSs by completing and signing the ADS voting instruction card and returning it in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the CRIC depositary no later than 10:30 a.m. on April 16, 2012 (New York City time). The CRIC depositary shall endeavor, insofar as practicable, to vote or cause to be voted the shares represented by your CRIC ADSs in accordance with your voting instructions. If the CRIC depositary timely receives voting instructions from an ADS holder which fails to specify the manner in which the CRIC depositary is to vote the shares represented by CRIC ADSs held by such ADS holder, no vote with respect to such ADS holder will be counted, unless such ADS holder indicates in their voting instructions that they are appointing a person designated by CRIC as his or her proxy, in which case the CRIC shares underlying the CRIC ADS represented by that ADS voting instruction card will be voted FOR the authorization, approval and adoption of the Merger Agreement and the Plan of Merger and the other transactions contemplated thereby, including the Merger, and FOR the approval of the proposal to adjourn the EGM in order to allow CRIC to solicit additional proxies in favor of the approval of the Merger and the authorization, approval and adoption of the Merger Agreement and the Plan of Merger in the event that there are insufficient proxies received to approve the Merger Agreement and the Plan of Merger.

Alternatively, you may vote at the EGM if you cancel your CRIC ADSs and become a holder of CRIC shares by the close of business on April 5, 2012 (New York City time), the CRIC share record date. If you hold your CRIC ADSs through a financial intermediary such as a broker, you must rely on the procedures of the financial intermediary through which you hold your ADSs if you wish to vote. If your CRIC ADSs are held by your broker, bank or other nominee, see below. If you wish to cancel your CRIC ADSs, you need to make arrangements to deliver your ADSs to the CRIC depositary for cancellation prior to 10:30 a.m. on March 29, 2012 (New York City time), together with (1) delivery instructions for the corresponding CRIC shares (name and address of person who will be the registered holder of CRIC shares) and (2) payment of the ADS cancellation fees (5¢ per CRIC ADS to be cancelled) and related expenses and taxes (such as stamp taxes and stock transfer taxes). If you hold your CRIC ADSs in a brokerage, bank or nominee account, please contact your broker, bank or nominee to find out what actions you need to take to instruct the broker, bank or nominee to cancel the ADSs on your behalf. Upon cancellation of the CRIC ADSs, the depositary bank will arrange for Hong Kong Shanghai Bank Corp., the custodian holding the CRIC shares, to transfer registration of the CRIC shares to you. If you cancel your CRIC ADSs and vote your CRIC shares at the EGM, any instruction to the CRIC depositary on how to vote those CRIC ADSs will be disregarded.

Q:: If my CRIC ADSs are held in a brokerage account, will my broker vote my CRIC ADSs on my behalf?
A:: Your broker, bank or other nominee will only vote your CRIC ADSs on your behalf if you instruct it how to vote. Therefore, it is important that you promptly follow the directions provided by your broker, bank or nominee regarding how to instruct it to vote your CRIC ADSs. If you do not instruct your broker, bank or other nominee how to vote your CRIC ADSs that it holds, those ADSs may not be voted.

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Q:

What will happen if I abstain from voting or fail to vote on the proposal to adopt the Merger Agreement?

A:

CRIC ADS holders and CRIC shareholders who abstain from voting will not have their votes counted, and CRIC shareholders who fail to cast their vote in person or by proxy will not have their votes counted.

Q:

Can I change my vote?

A:

If your CRIC shares are registered in your name, you may change your vote in one of three ways:

•: first, you may revoke a proxy by written notice of revocation given to the chairman of the EGM before the EGM commences. Any written notice revoking a proxy should be sent to China Real Estate Information Corporation, No. 383 Guangyan Road, Shanghai 200072, People's Republic of China;
•: second, you may complete, date and submit to CRIC a new proxy card bearing a later date than the proxy card sought to be revoked, provided that such new proxy card is received by CRIC no later than 10:30 a.m. on April 17, 2012 (New York City time); or
•: third, you may attend the EGM and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the shareholder actually votes at the EGM.

Holders of CRIC ADSs who desire to revoke their voting instructions must contact their broker, bank or nominee and must follow the directions of their broker, bank or nominee to change those instructions.

Q:: What should I do if I receive more than one set of voting materials?
A:: You may receive more than one set of voting materials, including multiple proxy cards or ADS voting instruction cards. For example, if you hold your CRIC ADSs in more than one brokerage account, you will receive a separate ADS voting instruction card for each brokerage account in which you hold ADSs. If you are a CRIC shareholder of record and/or a CRIC ADS holder and your CRIC shares and/or ADSs, respectively, are registered in more than one name, you will receive more than one proxy card. Please submit each proxy card that you receive.
Q:: If I hold certificated CRIC Shares or if I hold ADRs, should I send in my share certificates and/or ADRs now?
A:: No. Promptly after the Merger is completed, each CRIC shareholder of record as of the time of the Merger will be sent written instructions for exchanging their share certificates for the Per Share Merger Consideration. Please do not send your share certificates now. Similarly, you should not send the ADRs that represent your CRIC ADSs to the CRIC depositary at this time. Promptly after the Merger is completed, the CRIC depositary will call for the surrender of all CRIC ADRs for delivery of the Per Share Merger Consideration. CRIC ADR owners will be receiving a notice from the CRIC depositary relating to the foregoing.

All holders of uncertificated CRIC shares and uncertificated CRIC ADSs (i.e., holders whose shares or ADSs are held in book-form entry) will automatically receive their Per Share Merger Consideration or Per ADS Merger Consideration as soon as practicable after the Merger is completed without any further action required on the part of such holders.

Q:: Am I entitled to appraisal rights?
A:: Shareholders who are registered in CRIC's register of members as the holders of CRIC shares as of the CRIC share record date who dissent from the Merger will have the right to seek appraisal and payment of the fair value of their CRIC shares if the Merger is completed, but only if they deliver to CRIC, before the vote is taken, a written objection to the Merger and they subsequently

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comply with all procedures and requirements of Section 238 of the Cayman Companies Law for the exercise of appraisal rights. The fair value of your CRIC shares as determined under that statute could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise appraisal rights with respect to your shares.

CRIC ADS holders will not have the right to seek appraisal and payment of the fair value of the shares underlying their ADSs. The CRIC depositary will not attempt to perfect any dissenters' rights with respect to any of the CRIC shares that it holds, even if an ADS holder requests it to do so. CRIC ADS holders wishing to exercise appraisal rights must surrender their ADSs to the CRIC depositary, pay the CRIC depositary's fees required for such surrender, provide instructions for the registration of the corresponding CRIC shares before 10:30 a.m. on March 29, 2012 (New York City time) and become registered holders of CRIC shares by the close of business on April 5, 2012 (New York City time). Thereafter, such former ADS holders must comply with the procedures and requirements for exercising dissenter and appraisal rights with respect to the CRIC shares under Section 238 of the Cayman Companies Law.

We encourage you to read the information set forth in this proxy statement/prospectus carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your appraisal rights. Please see "Special Factors—Appraisal Rights" beginning on page 75 as well as "Annex C—Section 238 of the Cayman Companies Law" to this proxy statement/prospectus for additional information.

Q:: If I own CRIC ADSs and seek to exercise appraisal rights, how do I convert my ADSs to CRIC shares, and when is the deadline for completing the conversion of CRIC ADSs to CRIC shares?
A:: If you own CRIC ADSs and wish to exercise appraisal rights, you must surrender your ADSs at the CRIC depositary's office at 1 Chase Manhattan Plaza, Floor 21, New York, NY 10005; Attention: ADR Administration. Upon your payment of the 5¢ per CRIC ADS cancellation fee to the CRIC depositary and any other applicable expenses, taxes or charges, such as stamp taxes or stock transfer taxes or fees, the CRIC depositary will arrange for Hong Kong Shanghai Bank Corp., the custodian holding the CRIC shares, to transfer the CRIC shares and any other deposited securities underlying the ADSs to such ADS holder or a person designated by such ADS holder.

The deadline for surrendering CRIC ADSs to the CRIC depositary for these purposes is 10:30 a.m. on March 29, 2012 (New York City time).

You must become a registered holder of your CRIC shares and lodge a written notice of objection to the plan of Merger with CRIC prior to the EGM.

Q:: Will any proxy solicitor be used in connection with the EGM?
A:: No, CRIC has not retained a proxy solicitor. CRIC will ask banks, brokers and other custodians, nominees and fiduciaries to forward CRIC's proxy solicitation materials to the beneficial owners of CRIC shares or CRIC ADSs held of record by such nominee holders. CRIC will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners and in obtaining voting instructions from those owners. In addition, proxies may be solicited by mail, in person, by telephone, by internet or by facsimile by certain of CRIC's officers, directors and employees. These persons will receive no additional compensation for solicitation of proxies but may be reimbursed for reasonable out-of-pocket expenses. CRIC will pay any and all expenses of filing, printing and mailing the proxy solicitation materials.

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Q:

Do any of CRIC's directors or executive officers have interests in the Merger that may differ from those of other shareholders?

A:

Yes. Some of CRIC's directors or executive officers have interests in the Merger that may differ from those of other shareholders, including: (1) the beneficial ownership of equity interests in, and other relationships with, E-House by Mr. Xin Zhou, Mr. Neil Nanpeng Shen and Mr. Zuyu Ding; (2) the anticipated grants of E-House equity awards to CRIC senior management and other employees after completion of the Merger; (3) treatment of CRIC share options; (4) continued indemnification rights and directors and officers liability insurance to be provided by CRIC to former directors and officers of CRIC; (5) the compensation of members of the Special Committee of the CRIC Board in exchange for their services in such capacity (the payment of which is not contingent upon the completion of the Merger or the Special Committee's or the CRIC Board's recommendation of the Merger); and (6) the continuation of service of the executive officers of CRIC in positions that are substantially similar to their current positions. Please see "Special Factors—Interests of CRIC's Directors and Executive Officers in the Merger" beginning on page 72 for a more detailed discussion of how some of CRIC's directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of our shareholders generally.

Q:

How will CRIC's directors and executive officers vote at the EGM on the proposal to adopt the Merger Agreement?

A:

CRIC currently expects that all directors and executive officers who beneficially own CRIC shares will vote all of their CRIC shares (representing approximately 2.3% of the outstanding CRIC shares, without taking into consideration CRIC share options granted to the directors and executive officers) in favor of approval of the Merger and approval and adoption of the Merger Agreement.

Q:

Does the CRIC Board recommend the approval of the Merger Agreement?

A:

Yes. Based in part on the unanimous recommendation of the Special Committee, the CRIC Board determined that the Merger is fair (both substantively and procedurally) to, and in the best interests of, CRIC and its unaffiliated shareholders, and approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. Accordingly, the CRIC Board recommends that you vote:

•: FOR the special resolution to authorize, approve and adopt the Merger Agreement and the Plan of Merger and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger; and
•: FOR the ordinary resolution to approve any motion to adjourn or postpone the EGM in order to allow CRIC to solicit additional proxies in favor of the approval of the Merger and the authorization, approval and adoption of the Merger Agreement and the Plan of Merger in the event that there are insufficient proxies received to approve the Merger Agreement and the Plan of Merger.

For additional information regarding the factors and reasons considered by the CRIC Board and the E-House Board in approving the Merger, the manner in which the CRIC Board and the E-House Board made their decision, including the decision of certain members of the CRIC Board to abstain from voting and the interest of certain directors and their affiliates in the Merger, please see "Special Factors—Background of the Merger" beginning on page 45, "Special Factors—E-House Reasons for the Merger" beginning on page 51, "Special Factors—Position of E-House, Merger Sub and Mr. Xin Zhou Regarding Fairness of the Merger" beginning on page 52 and "Special Factors—Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee" beginning on page 55.

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Q:: What do I need to do now?
A:: You are urged to carefully read this proxy statement/prospectus, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference into this proxy statement/prospectus and to consider how the Merger affects you as a CRIC shareholder or ADS holder. You may also want to review the documents referenced under "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 227 and 228, respectively, and consult with your accounting, legal and tax advisors. Once you have considered all relevant information, you are encouraged to vote by proxy so that your CRIC shares and/or the CRIC shares underlying your ADSs are represented at the EGM of CRIC shareholders. You can vote your CRIC shares and/or the CRIC shares underlying your ADSs by marking your choices on the proxy card or the ADS voting instruction card, respectively, and then signing, dating and mailing it in the envelope which was included in the proxy solicitation materials which were mailed to you.
Q:: Who can help answer my questions?
A:: If you have any further questions about the Merger or if you need a copy of this proxy statement/prospectus or additional copies of the proxy card or the ADS voting instruction card, you can contact representatives from the investor relation departments of E-House and CRIC as follows:

Q:: Where can I find more information about the companies involved in the Merger?
A:: You can find more information about E-House, CRIC and Merger Sub in "Summary—The Parties Involved in the Merger" beginning on page 1 of this proxy statement/prospectus, and in the documents described under "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 227 and 228, respectively.

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SPECIAL FACTORS

Background of the Merger

E-House is CRIC's parent company and, as of March 21, 2012, owned 54.1% of CRIC's outstanding ordinary shares. For a description of E-House's role in establishing CRIC and developing CRIC and CRIC's business up to the time of CRIC's initial public offering in October 2009, please see "Item 4. Information on the Company—A. History and Development of the Company" on pages 32 and 33 of CRIC's annual report on Form 20-F for the year ended December 31, 2010, as filed with the SEC on April 26, 2011.

The E-House Board and E-House's management review and assess strategic alternatives for E-House and its subsidiaries, including CRIC, from time to time, including reconfiguring its corporate structure to provide a better fit with E-House's business strategy and to maximize shareholder value. The strategic alternatives that E-House considered in 2011 include CRIC repurchasing additional outstanding shares or ADSs, E-House purchasing additional CRIC shares or ADSs, and forming a joint venture between E-House and CRIC that provides integrated real estate agency services. Shortly after E-House and CRIC (through their joint venture) launched their new real estate e-commerce platform in the third quarter of 2011, which integrates E-House's primary real estate agency services and CRIC's real estate online services, Mr. Xin Zhou, the executive chairman of the board of directors for E-House, E-House's largest shareholder and a co-founder of E-House, as well as the chairman of the CRIC Board and CRIC's chief executive officer, began seriously considering the possibility of merging E-House and CRIC. Specifically, Mr. Zhou came to the view that, as E-House's various business lines, some of which are operated through CRIC, have become more integrated, the optimal corporate structure would be one that manages all business lines under one corporate umbrella. On October 6, 2011, Mr. Zhou initiated a highly preliminary discussion with Mr. Li-Lan Cheng, E-House's chief financial officer, about the possibility of merging CRIC with E-House. After thorough discussions, Mr. Zhou and Mr. Cheng determined that the proposed merger was the best approach compared to the other strategic alternatives that E-House considered in 2011. In this regard, Mr. Zhou and Mr. Cheng came to the conclusion that merging CRIC with E-House would deepen the integration of the management and professional teams of the two companies, facilitate closer coordination of their marketing efforts across all business segments, and improve their management efficiency, thereby enhancing E-House's online-to-offline platform and the ability of both E-House and CRIC to provide seamless service to their clients. To acquire the outstanding CRIC shares that E-House did not own, Mr. Zhou and Mr. Cheng discussed offering a combination of cash and E-House's shares or publicly traded American depositary shares as the merger consideration.

On October 25, 2011, at E-House's board meeting, Mr. Zhou and Mr. Cheng presented the proposed merger plan to the E-House Board. After careful consideration, the E-House Board approved the proposed merger and merger consideration, and authorized Mr. Zhou and Mr. Cheng to negotiate the merger terms with CRIC, provided that the merger consideration should be within the limit that the E-House Board approved.

On October 26, 2011, E-House retained Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden") as its U.S. legal advisor for the proposed Merger.

On October 28, 2011, E-House delivered a letter to the CRIC Board, setting forth a non-binding proposal to acquire through a merger all of the outstanding shares of CRIC that were not owned by E-House (the "Non-Binding Proposal") for merger consideration consisting of a combination of (1) 0.6 E-House share and (2) $1.60, for each outstanding CRIC share not owned by E-House. Mr. Zhou and Mr. Cheng subsequently negotiated the terms of the proposed merger and merger agreement on behalf of E-House with the Special Committee.

On October 31, 2011, at a meeting of the CRIC Board, the CRIC Board determined that any potential transaction with E-House would involve conflicts of interest with certain management and

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Directors of CRIC, and accordingly it established the Special Committee to consider the Non-Binding Proposal, consisting solely of CRIC directors not related to E-House. The Special Committee consisted of Mr. Fan Bao, Mr. Charles Chao and Mr. David Zhang. The following CRIC directors were not included as members of the Special Committee due to their respective positions at E-House: Mr. Xin Zhou, the executive chairman of the board of directors for E-House, E-House's largest shareholder and the chief executive officer of CRIC; Mr. Neil Nanpeng Shen, a director on E-House's board of directors and an E-House shareholder; and Mr. Zuyu Ding, who has held various employment positions with E-House and its affiliates, in addition to his being the president of CRIC. The Special Committee was given responsibility to, among other things, (1) consider, review and evaluate the Non-Binding Proposal, (2) negotiate the terms and conditions of the proposed merger or any similar transaction, (3) recommend to the full CRIC Board what action, if any, should be taken by CRIC with respect to the proposed merger or any similar transaction, (4) reject, if advisable or necessary, the Non-Binding Proposal or the proposed merger, (5) express its view of whether the proposed merger is fair to, and in the best interests of, CRIC and its shareholders other than E-House and its affiliates, (6) execute any documentation for and on behalf of CRIC in connection with the Non-Binding Proposal and the proposed merger, (7) appoint any advisor (legal, financial or otherwise) to assist the Special Committee, and (8) take all such other actions and exercise any other power that may be otherwise exercised by the CRIC Board that the Special Committee determines is necessary or advisable to carry out and fulfill such duties and responsibilities.

On October 31, 2011, the Special Committee, after contacting and carefully considering a number of law firms, engaged Shearman & Sterling LLP ("Shearman") as its U.S. legal advisor.

On October 31, 2011, the CRIC Board decided that CRIC's existing Cayman Islands legal advisor, Maples and Calder, would continue its role as CRIC's Cayman Islands legal advisor, specifically in connection with the proposed merger, and would also be available to advise the Special Committee on Cayman Islands law. Given the nature of the legal advice to be rendered by Maples, the CRIC Board and the Special Committee determined that the Special Committee did not need to engage a separate Cayman Islands legal advisor.

On November 4, 2011, CRIC, after considering a number of law firms and after careful consideration, confirmed the retention of the law firm of O'Melveny & Myers LLP ("O'Melveny") as its U.S. legal advisor.

On November 5, 2011, the Special Committee held a telephonic meeting with Credit Suisse Securities (USA) LLC ("Credit Suisse"), Shearman, O'Melveny and Maples to discuss (1) the fiduciary duties and responsibilities of the Special Committee in reviewing, evaluating, investigating and negotiating the terms and conditions of the transaction contemplated by the Non-Binding Proposal, (2) preliminary legal considerations, (3) transaction process, deliverables and actions to be completed (and related timeline) prior to the execution of a definitive merger agreement, (4) the process and approach by which Credit Suisse would evaluate the Non-Binding Proposal, from a financial point of view and (5) whether there would be any need to pursue a market-sounding exercise or any alternative transactions. The Special Committee decided that, in light of E-House's controlling stake in CRIC and the unwillingness of E-House to consider any other transaction involving a sale of CRIC, there would be no reason to contact third parties who might otherwise consider an acquisition of CRIC.

On November 8, 2011, the Special Committee, after confirming that Credit Suisse was independent for purposes of engagement as the Special Committee's financial advisor concerning the proposed Merger and after having interviewed a number of potential financial advisors and careful consideration, formally engaged Credit Suisse as its financial advisor.

On November 10, 2011, Skadden provided the initial draft of the merger agreement to Shearman.

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On November 10, 2011, at the direction of the Special Committee, representatives of Credit Suisse and CRIC management held a telephonic meeting to review the business and finances of CRIC. Credit Suisse discussed with CRIC management CRIC's business plans and strategic initiatives, the market environment and other matters related to the financial analysis being prepared by Credit Suisse. During this call, Credit Suisse, with the consent of the Special Committee, requested that CRIC management provide financial forecasts reflecting CRIC management's best estimates of future financial performance for evaluation in connection with the Special Committee's financial analysis.

On November 10, 2011, representatives of Credit Suisse and E-House management held a telephonic meeting to review the business and finances of E-House and E-House's business plan and strategic initiatives, the market environment, and other matters related to the financial analysis being prepared by Credit Suisse. During this call, Credit Suisse, with the consent of the Special Committee, requested that E-House management provide financial forecasts reflecting E-House management's best estimates of future financial performance for evaluation in connection with the Special Committee's financial analysis.

On November 13, 2011, E-House retained Conyers Dill & Pearman as its Cayman Islands E-House legal counsel.

On November 14, 2011, the Special Committee held a telephonic meeting with Credit Suisse, Shearman and Maples. At this meeting, representatives of Credit Suisse updated the Special Committee and its legal advisors regarding the status of its financial analysis. The Special Committee also discussed the draft merger agreement delivered by Skadden with representatives of Shearman and Maples. The Special Committee, after consulting with its legal advisors, instructed Shearman to revise the draft merger agreement to, among other things, (1) amend the treatment of holders of CRIC restricted shares to account for the cash portion of the merger consideration, (2) expand the set of representations that E-House would make to mirror those of CRIC, given that E-House would be issuing new shares to CRIC shareholders in connection with the proposed merger, (3) expand the list of corporate actions that E-House would be prohibited from taking between the signing of the merger agreement and the closing of the proposed merger to ensure that the consent of the Special Committee would be required during such time before E-House could take any action that could materially impact the value of the share consideration to be received by CRIC shareholders and CRIC ADS holders, (4) permit alternative acquisition proposals from bona fide third party acquirors, (5) remove the "force the vote" provision from the draft merger agreement, so that E-House may not force CRIC shareholders to vote on the proposed merger absent the recommendation of the Special Committee for the proposed merger, (6) include a "majority of the minority" voting requirement which requires the merger agreement to be approved by an affirmative vote of shareholders unaffiliated with E-House and holding a majority of the outstanding CRIC shares, excluding the Excluded CRIC Shares, to provide additional protection to CRIC shareholders not affiliated with E-House, (7) include a reverse termination fee to be paid by E-House in the event that E-House fails to consummate the proposed merger or the merger agreement is terminated by CRIC because of material breaches by E-House of the merger agreement, and (8) remove the provision that would allow E-House not to proceed with the merger if holders of more than 5% of the outstanding CRIC shares exercise their appraisal rights.

On November 17, 2011, representatives of Credit Suisse participated in a call with CRIC's and E-House's senior management to discuss further details regarding CRIC's and E-House's respective business plans, strategic initiatives, the market environment, financial forecast parameters and assumptions and other matters related to Credit Suisse's financial analysis.

On November 18, 2011, Shearman provided their initial comments on the draft merger agreement to Skadden based on the Special Committee's review of the draft merger agreement.

On November 22, 2011, Shearman and Skadden held a telephonic meeting to discuss comments from Shearman and the Special Committee on the draft merger agreement. The parties discussed, among other things, (1) the mechanics of distributing the merger consideration to CRIC's shareholders

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and ADS holders, (2) who would become the directors of the surviving company, (3) whether CRIC would be authorized under the merger agreement to seek a superior merger proposal from a third party, (4) where the forum of arbitration would be, and (5) the maximum number of shareholders who may dissent as a closing condition. No member of the CRIC Board who is affiliated with E-House or the Special Committee participated in the discussion. At this meeting, the parties agreed in principle that, subject to E-House's input and confirmation, E-House would make the same representations in the merger agreement as CRIC and would be subject to the same restrictions in terms of the corporate actions it could take between the signing of the merger agreement and the closing of the proposed merger.

On November 27, 2011, representatives of Credit Suisse participated in calls with E-House's and CRIC's senior management to discuss further details regarding E-House's and CRIC's respective expected future financial performance and other matters related to Credit Suisse's financial analysis.

On November 29, 2011 Skadden distributed to Shearman a revised draft merger agreement to reflect certain comments from Shearman and the Special Committee. The revisions, among other things, included (1) inserting a new "majority of the minority" voting provision, (2) raising the threshold of dissenters seeking appraisal rights as a condition to the obligations of E-House and the Merger Sub to 10% of CRIC's outstanding shares, and (3) changing the dispute resolution forum to Singapore International Arbitration Center. The key outstanding issues included, among others, (1) the Special Committee's ability to consider other merger proposals and (2) the amount of the termination fee for E-House and Merger Sub and that for CRIC.

On November 30, 2011, Skadden's tax team and Shearman's tax team had a preliminary discussion of the tax provisions in the draft merger agreement. In particular, the parties discussed the applicability of withholding taxes under PRC law to payment of merger consideration.

On December 1 and 2, 2011, representatives of Credit Suisse participated in calls with E-House's senior management to discuss further details regarding E-House's business plans, strategic initiatives, the market environment, financial forecasts and other matters related to Credit Suisse's financial analysis.

On December 2, 2011, the Special Committee held a telephonic meeting with Credit Suisse, Shearman and Maples. Credit Suisse provided the Special Committee with an overview of the real estate market in China, including price trends in China's residential property market, home mortgage loan growth, research analyst commentaries, projected growth of the residential and non-residential building industry, recent policy updates and other macroeconomic factors. The information included in this overview was collected from publicly available sources and generally reflected that the property market in China remained sluggish and continued to face challenges, including government policies which have tightened credit and placed restrictions on mortage lending. Credit Suisse also provided the Special Committee with past financial performance of E-House and CRIC based on publicly available information, including summary historic financial information of E-House and CRIC and revenue and revenue growth by business segment. At the Special Committee's request, Credit Suisse presented this publicly available information to provide the Special Committee with background information regarding the companies and the industry in which they operate. Credit Suisse's presentation to the Special Committee on December 2, 2011 was filed as Exhibit (c)(2) to the Schedule 13E-3 filed by CRIC, E-House, Merger Sub and Mr. Xin Zhou in connection with this proxy statement/prospectus. In addition to discussing the matters set forth in Credit Suisse's presentation, the Special Committee also discussed with representatives of Shearman and Maples the outstanding issues arising from the draft merger agreement. The Special Committee, following consultation with its legal advisors, instructed Shearman to revise the draft merger agreement to, among other things, (1) amend the treatment of CRIC share option holders in the merger so that such persons would receive only E-House share options as opposed to a combination of E-House share options and E-House restricted shares, as the previously proposed option consideration would have resulted in (a) adverse tax consequences to CRIC

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share option holders who are U.S. taxpayers and (b) depending upon the underlying economic value of a CRIC share option, variations across CRIC share options in the relative percentage of value per CRIC share option surrendered represented by E-House options and E-House restricted shares, (2) permit alternative acquisition proposals from bona fide third party acquirors, (3) remove the "force the vote" provision, and (4) lower CRIC's termination fee to allow CRIC to more easily terminate the merger agreement, should the CRIC Board choose to do so.

On December 7, 2011, Shearman provided their comments on the revised draft merger agreement to Skadden based on the Special Committee's review of the revised draft merger agreement.

As described more fully in "—Certain Financial Forecasts," on December 13, 2011, E-House and CRIC furnished to the Special Committee their respective non-public financial forecasts for the quarter ended December 31, 2011 and the four years ended December 31, 2016, which Credit Suisse was directed to use for the purpose of evaluating the merger consideration.

On December 14, 2011, Shearman and Skadden had a telephonic meeting to discuss comments from Shearman and the Special Committee on the draft merger agreement. No representative of E-House or member of the Special Committee participated in the discussion. The major issues that Skadden and Shearman discussed during the telephonic meeting included (1) the treatment of CRIC share options, (2) the potential use by E-House of some of CRIC's cash balances to fund the cash portion of the merger consideration, (3) tax withholdings from the merger consideration, (4) alternative acquisition proposals, and (5) termination fees. It was decided that the treatment of CRIC share options and the exact amount of CRIC's cash to be used as a part of the merger consideration would be further negotiated by E-House and the Special Committee. The parties agreed in principle to the removal of the force the vote provision and the prohibition on alternative acquisition proposals from bona fide third party acquirors. The parties also agreed to the termination fee amounts proposed by Shearman in their December 7, 2011 comments to the draft merger agreement, subject to any further input from the Special Committee and E-House.

On December 15, 2011, the Special Committee held a telephonic meeting with Credit Suisse, Shearman and Maples to discuss the remaining outstanding issues arising from the draft merger agreement and Credit Suisse's preliminary financial analyses. During this meeting, Credit Suisse presented a preliminary version of the financial analyses it had conducted on both CRIC and E-House, which was filed as exhibit (c)(3) to the Schedule 13E-3 filed by CRIC, E-House, Merger Sub and Mr. Xin Zhou in connection with this proxy statement/prospectus. The financial analyses were later updated and presented by Credit Suisse to the Special Committee on December 26, 2011 and are described more fully in "—Opinion of Credit Suisse." Credit Suisse's updated financial analyses, dated December 26, 2011, were filed as exhibit (c)(4) to the Schedule 13E-3 filed by CRIC, E-House, Merger Sub and Mr. Xin Zhou in connection with this proxy statement/prospectus. The results of this preliminary version of the financial analyses were substantially similar to the results of the financial analyses contained in the final presentation to the Special Committee on December 26, 2011, but differed in the following respects: (1) the reference date used for certain stock price information in the December 15^th presentation was December 13, 2011, rather than the reference date of December 22, 2011 utilized in the December 26^th presentation, which resulted in corresponding immaterial changes to the mean and median results of the respective selected companies analyses, but did not impact the results of these analyses or the implied value of the merger consideration pursuant to these analyses; (2) the amount of cash offered for each share of CRIC stock increased from $1.60 to $1.75; (3) the December 26^th presentation utilized a narrower range of discount rates for the discounted cash flow analyses—these ranges were adjusted for the December 26^th presentation following additional due diligence, and fall within the ranges utilized for the December 15^th presentation; and (4) the December 15^th presentation included a sensitivity analysis of E-House excluding the CRIC business that was not included in the December 26^th presentation. During the December 15, 2011 meeting, the Special Committee, following consultation with its legal and financial advisors, determined that in view of (1) the decline in E-House's share price relative to the decline in CRIC's share price since the date

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the Non-Binding Proposal was received by the CRIC Board and (2) the fact that the proposed merger consideration was relatively low in relation to the valuation ranges resulting from the application of certain valuation methodologies, it would request that E-House increase the proposed merger consideration. Following further discussion, the Special Committee concluded that an increase in the cash consideration portion of the merger consideration would likely be viewed more favorably by CRIC shareholders and ADS holders than an increase in the E-House share/ADS portion of the merger consideration.

On December 15, 2011, Skadden distributed to Shearman a revised draft merger agreement to reflect certain comments from Shearman and the Special Committee, including permitting alternative acquisition proposals and the amount of termination fees, as well as certain matters that were agreed upon between Skadden and Shearman during their telephonic meeting the previous day.

Between December 15, 2011 and December 22, 2011, the Special Committee and Xin Zhou, E-House's executive chairman, had ongoing discussions regarding the possibility of increasing the proposed merger consideration. In a telephonic meeting held on December 22, 2011, the Special Committee and Mr. Zhou agreed that the cash portion of the merger consideration would be increased from $1.60 per CRIC share or per CRIC ADS to $1.75 per CRIC share or per CRIC ADS.

On December 23 and 24, 2011, Li-Lan Cheng, E-House's chief financial officer, and Bin Laurence, CRIC's chief financial officer, discussed alternative methods for effecting the conversion of CRIC share options in the merger and the tax consequences of and other considerations relating to such alternative methods. The alternative methods consisted of (1) E-House granting CRIC share option holders a combination of E-House share options and E-House restricted shares, which had been initially proposed by E-House, and (2) E-House granting all CRIC share option holders E-House share options only, as had been proposed by CRIC. Based on advice from each side's U.S. legal counsel, it was becoming clearer that if E-House were to grant CRIC share option holders a combination of E-House share options and E-House restricted shares, (1) adverse tax consequences to CRIC share option holders who are U.S. taxpayers would likely be triggered, and, (2) depending upon the underlying economic value of a CRIC share option, granting CRIC share option holders a combination of E-House share options and E-House restricted shares would result in variations across CRIC share options in the relative percentage of value per CRIC share option surrendered represented by E-House options and E-House restricted shares.

On December 26, 2011, the Special Committee held a telephonic meeting, also attended by Shearman and Credit Suisse. At this meeting, Credit Suisse presented to and reviewed with the Special Committee certain financial analyses, as described below in "—Opinion of Credit Suisse," and which presentation is filed as exhibit(c)(4) to Schedule 13E-3 filed by CRIC, E-House, Merger Sub and Mr. Xin Zhou in connection with this proxy statement/prospectus, and rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Credit Suisse's written opinion), that, as of December 26, 2011, and based upon and subject to the assumptions, qualifications and limitations stated in its opinion, the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs was fair, from a financial point of view, to such persons, other than the Excluded Persons. After receipt of advice from its legal and financial advisors at such meeting, the Special Committee unanimously resolved to recommend to the CRIC Board that the CRIC Board approve the merger agreement substantially in the form circulated on December 26, 2011, subject to the satisfactory resolution of a limited number of unresolved issues.

On December 27, 2011, Shearman, Skadden, Mr. Cheng and Ms. Laurence had a telephonic meeting to discuss the unresolved issues in the draft merger agreement, including the treatment of CRIC share options in the merger. Several follow-up calls were held between Skadden and Shearman during December 27 and December 28, 2011. As a result of these calls, it was agreed that E-House would grant all CRIC share option holders E-House share options only, as opposed to a combination of E-House share options and E-House restricted shares, as the latter option (1) would likely result in

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adverse U.S. federal tax consequences under Section 409A of the Internal Revenue Code to CRIC share option holders who are U.S. taxpayers, and (2) depending upon the underlying economic value of a CRIC share option, granting CRIC share option holders a combination of E-House share options and E-House restricted shares would result in variations across CRIC share options in the relative percentage of value per CRIC share option surrendered represented by E-House options and E-House restricted shares. During this time, Shearman and Skadden prepared several revised drafts of the merger agreement reflecting the matters which had been agreed upon during the various telephonic meetings.

In the evening of December 28, 2011, Shearman and Skadden finalized the merger agreement to reflect all of the terms and conditions agreed upon by the Special Committee and E-House. Also on the evening of December 28, 2011, Credit Suisse delivered to the Special Committee its written opinion that, as of December 26, 2011, and based upon and subject to the assumptions, qualifications and limitations stated in its opinion, the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs was fair, from a financial point of view, to such persons, other than the Excluded Persons, and the Special Committee executed its unanimous written resolutions approving the merger agreement and the merger.

On December 28, 2011, a meeting of the CRIC Board was held, which was attended by Credit Suisse at the request of the Special Committee. During this meeting, Credit Suisse confirmed that it rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Credit Suisse's written opinion), that, as of December 26, 2011, and based upon and subject to the assumptions and qualifications stated in its opinion, the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs was fair, from a financial point of view, to such persons, other than the Excluded Persons. Based in part on the unanimous recommendation of the Special Committee, the CRIC Board, by actions taken without the participation of four directors who either recused themselves or were not present at the meeting (Mr. Xin Zhou, who recused himself because of his position as the executive chairman of the board of directors for E-House, his status as E-House's largest shareholder and his position as the chief executive officer of CRIC, Mr. Neil Nanpeng Shen, who recused himself because of his position as a director on E-House's board of directors and because he is an E-House shareholder, Mr. Zuyu Ding, who was not present at the meeting because he currently holds and had previously held various employment positions with E-House and its affiliates (in addition to his role as a director and the president of CRIC), and Ms. Hong Du, who was unable to attend the meeting), (1) determined that it is advisable and in the best interests of CRIC and its shareholders that CRIC enter into the Merger Agreement, (2) acknowledged, approved, adopted, authorized, confirmed and ratified the Merger Agreement, and (3) resolved to include in this proxy statement/prospectus its recommendation that CRIC shareholders vote "FOR" the adoption and approval of the Merger Agreement and the Plan of Merger at an extraordinary general meeting of CRIC shareholders.

On December 28, 2011, the E-House Board held a meeting, and at the meeting approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger.

In the evening of December 28, 2011, Shanghai time, E-House and CRIC announced the execution of the Merger Agreement.

E-House Reasons for the Merger

The purpose of the Merger is for E-House to acquire the remaining outstanding CRIC shares that E-House does not currently own. In approving the Merger Agreement and the Merger, in addition to

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those discussed above, E-House considered a variety of factors in favor of the Merger. Among other things, E-House believes that:

•: The Merger would provide clients of E-House and CRIC with a more comprehensive and integrated online and offline real estate services platform, which includes offline sales agency and consulting, online advertising and promotion and e-commerce.
•: The Merger would deepen the integration of its management and professional team, better coordinate its marketing efforts across all its business segments and improve its management efficiency.
•: The transaction is a good utilization E-House's cash balance and is also earnings-accretive for E-House shareholders.

Position of E-House, Merger Sub and Mr. Xin Zhou Regarding Fairness of the Merger

Under SEC rules governing "going private" transactions, E-House and Merger Sub (together, the "Buyer Filing Persons") and Mr. Xin Zhou are required to express their beliefs as to the fairness of the proposed Merger to CRIC's unaffiliated security holders. The Buyer Filing Persons and Mr. Xin Zhou are making the statements included in this section solely for the purposes of complying with the requirements of Rule 13E-3 and related rules under the Exchange Act. The views of the Buyer Filing Persons and Mr. Xin Zhou should not be construed as a recommendation to any CRIC shareholder or CRIC ADS holder as to how they should vote on the proposal to adopt the Merger Agreement.

The Buyer Filing Persons and Mr. Xin Zhou believe the interests of CRIC's unaffiliated shareholders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Buyer Filing Persons and Mr. Xin Zhou attempted to negotiate a transaction that would be most favorable to them, and not to CRIC's unaffiliated shareholders and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such holders. The Buyer Filing Persons and Mr. Xin Zhou did not participate in the deliberations of the Special Committee regarding, and did not receive any advice from the Special Committee's independent legal or financial advisors as to, the fairness of the proposed Merger to CRIC's unaffiliated shareholders. Furthermore, no financial advisor provided the Buyer Filing Persons and Mr. Xin Zhou with any analysis or opinion with respect to the fairness of the Merger Consideration to CRIC's unaffiliated shareholders.

Based on their knowledge and analysis of available information regarding CRIC, as well as the factors considered by, and findings of, the Special Committee and the CRIC Board discussed in "Special Factors—Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee," the Buyer Filing Persons and Mr. Xin Zhou believe the proposed Merger is substantively fair to CRIC's unaffiliated shareholders and ADS holders based upon the following factors, which are not listed in any relative order of importance:

•: based on the E-House ADS closing trading price on the NYSE of $4.25 per E-House ADS ($4.25 per E-House share) on December 27, 2011 (the day before the Merger Agreement was signed), the Merger Consideration represents an implied value of $4.30 per CRIC ADS ($4.30 per CRIC share), which amounts to a premium of 5.7% over the $4.07 closing trading price of CRIC ADSs on the NASDAQ on December 27, 2011.
•: the fact that although the historical closing price of the CRIC ADSs has been as high as $17.15 per ADS since CRIC became publicly listed on October 16, 2009 (and as high as $9.89 during the 52-week period prior to the announcement of the execution of the Merger Agreement), it was as low as $3.68 during the 52-week period prior to the announcement of the execution of the Merger Agreement and as low as $3.68 since CRIC became publicly listed;
•: the members of the Special Committee are not officers or employees of CRIC, are not affiliated with the Buyer Filing Persons or Mr. Xin Zhou and do not have any interests in the Merger

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different from, or in addition to, those of CRIC's unaffiliated shareholders, other than the members' receipt of board and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee's or the CRIC Board's recommendation of the Merger) and their indemnification and liability insurance rights under the Merger Agreement;

•: notwithstanding that the Credit Suisse fairness opinion was not delivered to the Buyer Filing Persons or Mr. Xin Zhou, the fact that the Special Committee received an opinion from Credit Suisse stating that as of December 26, 2011, and based upon and subject to the assumptions, qualifications and limitations set forth in its opinion, the Merger Consideration to be received by holders of the CRIC ADSs and CRIC shares (other than the Excluded Persons) was fair, from a financial point of view, to such holders;
•: the cash portion of the Merger Consideration will enable holders of CRIC ADSs and CRIC shares (other than the Excluded CRIC Shares and Dissenter Shares) to immediately realize a certain value, while the E-House ADS and E-House share portion of the Merger Consideration will enable CRIC ADS holders and CRIC shareholders, respectively, to participate and share in the future earnings and growth of E-House and its subsidiaries and consolidated affiliated entities (including synergies resulting from the Merger) and benefit from increases, if any, in the value of E-House and its subsidiaries and consolidated affiliated entities, following completion of the Merger; and
•: the Merger is not subject to a financing condition, antitrust or other regulatory approvals or approval by E-House shareholders, which limits the execution risk attached to the completion of the Merger, subject to satisfaction of the conditions to the completion of the Merger as described in this proxy statement/prospectus, and thus makes it more likely that the Merger will be consummated promptly if the shareholders of CRIC approve the Merger.

In addition, the Buyer Filing Persons and Mr. Xin Zhou took into account their view that an acquisition of a controlling majority position should be valued at a premium that would not be applicable to a merger transaction, such as the proposed Merger with CRIC, that does not similarly confer control.

The Buyer Filing Persons and Mr. Xin Zhou believe that the Merger is procedurally fair to CRIC's unaffiliated shareholders based on the following factors, which are not listed in any relative order of importance:

•: the Special Committee, consisting entirely of CRIC directors who are not related to E-House, was established and given authority to, among other things, review, evaluate and negotiate the terms of the Merger and to decide not to engage in the Merger;
•: the members of the Special Committee do not have any interests in the Merger different from, or in addition to, those of CRIC's unaffiliated shareholders, other than the members' receipt of CRIC Board and Special Committee compensation (which are not contingent upon the completion of the Merger or Special Committee's or CRIC Board's recommendation of the Merger) and their indemnification and liability insurance rights under the Merger Agreement;
•: the Special Committee retained and was advised by independent U.S. legal counsel and a financial advisor, all of whom are experienced in advising committees such as the Special Committee in similar transactions;
•: the Special Committee and the CRIC Board had no obligation to recommend the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger;
•: E-House did not participate in or have any influence over the deliberative process of, or the conclusions reached by, the Special Committee or the negotiating positions of the Special Committee;

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•: the Merger Consideration and other terms and conditions of the Merger Agreement were the result of negotiations over an extended period of time between E-House and the Special Committee and their respective legal advisors;
•: the Merger was unanimously approved by the Special Committee;
•: the Special Committee received from its financial advisor an opinion, dated December 26, 2011, as to the fairness, from a financial point of view, of the Merger Consideration to be received by holders of CRIC ADSs and CRIC shares (other than the Excluded Persons);
•: the Merger is not conditioned on any financing being obtained by E-House or Merger Sub, thus increasing the likelihood that the Merger will be completed;
•: in addition to the statutory shareholder approval requirement under the Cayman Companies Law, adoption of the Merger Agreement is subject to the approval of a "majority of the minority" of CRIC shareholders that are not affiliated with E-House, giving such unaffiliated CRIC shareholders a meaningful opportunity to consider and vote upon the adoption of the Merger Agreement; and
•: under the law of the Cayman Islands, CRIC shareholders have the right to dissent from the Merger and to demand appraisal of the fair value of their CRIC shares by the Grand Court of the Cayman Islands.

The Buyer Filing Persons and Mr. Xin Zhou also considered the following factors, each of which they considered to be negative in their considerations concerning the fairness of the terms of the transaction:

•: as to the Merger Consideration, the interests of E-House and Mr. Xin Zhou are adverse to the financial interests of CRIC shareholders unaffiliated with E-House; and
•: as described under "—Interests of CRIC's Directors and Executive Officers in the Merger" beginning on page 72, certain executive officers of CRIC may have actual or potential conflicts of interest in connection with the Merger.

In reaching their conclusion as to fairness, the Buyer Filing Persons and Mr. Xin Zhou did not consider the liquidation value of CRIC because they consider CRIC to be a viable going concern and have no plans to liquidate CRIC. The liquidation of CRIC was not considered to be a viable course of action based on the desire of E-House and Mr. Xin Zhou for CRIC to continue to conduct its business following completion of the Merger and remain an integral component of the overall strategy of E-House. Therefore, the Buyer Filing Persons and Mr. Xin Zhou believe that the liquidation value of CRIC is irrelevant to a determination as to whether the Merger is fair to CRIC ADS holders and CRIC shareholders unaffiliated with E-House, and no appraisal of liquidation value was sought for purposes of valuing the CRIC shares and ADSs. Further, net book value, which is an accounting concept, was not considered as a factor because the Buyer Filing Persons and Mr. Xin Zhou believe that net book value is not a material indicator of the value of CRIC as a going concern but rather is primarily indicative of historical asset costs.

The Buyer Filing Persons and Mr. Xin Zhou are not aware of any firm offers made by a third party to acquire CRIC during the past two years and in any event E-House does not have any intention of selling or otherwise disposing of the CRIC shares that are currently owned by it, which constitute approximately 54.1% of CRIC's outstanding share capital. Third-party offers were therefore not considered by the Buyer Filing Persons and Mr. Xin Zhou in reaching their conclusion as to fairness.

Other than the Merger, E-House did not consider alternative means to acquire shares held by the unaffiliated CRIC shareholders.

The foregoing is a summary of the material information and factors considered and given weight by the Buyer Filing Persons and Mr. Xin Zhou in connection with their evaluation of the fairness of

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the Merger to CRIC's unaffiliated shareholders. The Buyer Filing Persons and Mr. Xin Zhou did not find it practicable to assign, and did not assign, relative weights to the individual factors considered in reaching their conclusion as to the fairness of the Merger to CRIC's unaffiliated shareholders. Rather, their fairness determination was made after consideration of all of the foregoing factors as a whole.

The Buyer Filing Persons and Mr. Xin Zhou believe these factors provide a reasonable basis for their belief that the Merger is both substantively and procedurally fair to CRIC's unaffiliated shareholders. This belief, however, is not intended to be and should not be construed as a recommendation by the Buyer Filing Persons or Mr. Xin Zhou to any CRIC shareholder or ADS holder as to how they should vote with respect to the approval and adoption of the Merger Agreement.

Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee

The CRIC Board, acting on the unanimous recommendation of the Special Committee, which Special Committee acted with the assistance of CRIC's management (other than Mr. Xin Zhou, CRIC's chief executive officer, and Mr. Zuyu Ding, CRIC's president) and the Special Committee's financial and legal advisors, evaluated the proposed Merger, including the terms and conditions of the Merger Agreement.

On December 28, 2011, the Special Committee unanimously recommended that the CRIC Board adopt resolutions that:

•: determine that the proposed Merger, on the terms and subject to the considerations set forth in the Merger Agreement, is in the best interests of CRIC and its shareholders, and declare it advisable to enter into the Merger Agreement;
•: approve the execution, delivery and performance by CRIC of the Merger Agreement and the consummation of the transactions contemplated thereby, including the proposed Merger;
•: recommend the approval and adoption of the Merger Agreement by the holders of the CRIC shares; and
•: direct that the Merger Agreement be submitted to the holders of the CRIC shares for their approval.

On December 28, 2011, the CRIC Board unanimously adopted the resolutions recommended by the Special Committee.

In the course of reaching their respective determinations, the CRIC Board and the Special Committee considered the following substantive factors and potential benefits of the Merger, each of which the Special Committee and the CRIC Board believe supported their respective decisions, but which are not listed in any relative order of importance:

•: the current and historical market prices of the CRIC ADSs and E-House ADSs;
•: the fact that, based on the E-House ADS closing trading price on the NYSE of $4.25 per E-House ADS ($4.25 per E-House share) on December 27, 2011 (the day before the Merger Agreement was signed), the Merger Consideration represents an implied value of $4.30 per CRIC ADS ($4.30 per CRIC share), which amounts to a premium of 5.7% over the closing trading price of CRIC ADSs on the NASDAQ on December 27, 2011;
•: the fact that, although the historical closing price of the CRIC ADSs has been as high as $17.15 per ADS since CRIC became publicly listed on October 16, 2009 (and as high as $9.89 during the 52-week period prior to the announcement of the execution of the Merger Agreement), it was as low as $3.68 during the 52-week period prior to the announcement of the execution of the Merger Agreement and as low as $3.68 since CRIC became publicly listed;
•: the possibility that it could take a period of time before the trading price of CRIC shares and CRIC ADSs would reach and sustain the value of the consideration being offered in the Merger;

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•

the CRIC Board's knowledge of CRIC's business, financial condition, results of operations, prospects and competitive position and its belief that the Merger is more favorable to its unaffiliated shareholders and ADS holders than any other alternative reasonably available to CRIC and its shareholders and ADS holders;

•

the CRIC Board's knowledge of E-House's business, financial condition, results of operations, prospects and competitive position;

•

forecasts of CRIC's and E-House's future financial performance prepared by Wall Street analysts, together with CRIC's management's view of its and E-House's financial condition, results of operations, business, prospects and competitive position;

•

global economic conditions and the potential effects on CRIC's future financial condition;

•

the belief of the Special Committee that the terms of the Merger Agreement, including the parties' representations, warranties and covenants, and the conditions to their respective obligations, are reasonable;

•

the CRIC Board's belief that it was unlikely that any other transaction with a third party could be consummated in light of E-House's controlling equity stake in CRIC;

•

the availability of dissenters' rights to those CRIC shareholders who comply with all of the required procedures under the Cayman Companies Law for exercising dissenters' rights, which allow such holders to seek payment of the fair value of their CRIC shares as determined by the Grand Court of the Cayman Islands;

•

the increased costs of regulatory compliance for public companies;

•

the likelihood that the proposed Merger would be completed based on, among other things (and not necessarily in order of relative importance):

•: the absence of a financing condition in the Merger Agreement and the lack of any need for E-House to seek external financing for the Merger;
•: the likelihood and anticipated timing of completing the proposed Merger in light of the scope of the conditions to closing, including the absence of significant required regulatory approvals;
•: CRIC's ability to seek specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement; and
•: the business reputation and capabilities of E-House and its management and the substantial financial resources of E-House, which the Special Committee and the CRIC Board believed supported the conclusion that a transaction with E-House could be completed in an orderly manner;

•

following its formation, the Special Committee's independent control of the sale process with the advice and assistance of Credit Suisse and Shearman as its financial and legal advisors, respectively, reporting solely to the Special Committee, and the fact that and that no limitations were placed on the Special Committee's authority;

•

CRIC's ability, subject to compliance with the terms and conditions of the Merger Agreement, to terminate the Merger Agreement prior to the completion of the Merger in order to accept an alternative transaction proposed by a third party that is a "superior proposal", or if the CRIC Board otherwise determines that its exercise of its fiduciary duties requires a change in its recommendation;

•

that a fixed ratio for the Per Share Stock Consideration and Per ADS Stock Consideration provides the holders of CRIC shares and CRIC ADSs, respectively, the opportunity to benefit from any increase in the trading price of E-House shares between the announcement of the Merger Agreement and the completion of the Merger;

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•: the fact that the CRIC ADSs have had historically low trading volume and that the Per Share Cash Consideration and Per ADS Cash Consideration will provide the holders of CRIC shares and CRIC ADSs, respectively, with immediate value in cash for their CRIC shares and CRIC ADSs, and that the E-House ADSs issued to CRIC ADS holders in the Merger will be able to be freely traded on the NYSE following their approval for listing;
•: that the Merger Consideration would enable the holders of CRIC shares and CRIC ADSs to beneficially own approximately 33.0% of the outstanding E-House shares following the Merger, which will provide CRIC shareholders and CRIC ADS holders with the opportunity to participate in any future earnings or growth of E-House and future appreciation in the value of E-House shares and E-House ADSs following the Merger, should such shareholders determine to retain the E-House shares and E-House ADSs payable in the Merger;
•: the negotiations with respect to the Merger Consideration that, among other things, led to an increase in the cash portion of the Merger Consideration from $1.60 per CRIC share/ADS to $1.75 per CRIC share/ADS and the determination that, following extensive negotiations with E-House, the Merger Consideration (including the cash and CRIC share/ADS portions) was the highest price that E-House would agree to pay, with the CRIC Board basing its belief on a number of factors, including the duration, tenor and the experience of the Special Committee's and its advisors' negotiations with E-House as described to it by the Special Committee; and
•: the financial analyses reviewed with the Special Committee by representatives of Credit Suisse, and the oral and written opinion of Credit Suisse, dated December 26, 2011, to the Special Committee as to the fairness, from a financial point of view as of the date of the opinion, of the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs (other than the Excluded Persons), as more fully described below in the section entitled "—Opinion of Credit Suisse."

The Special Committee and the CRIC Board also believed that the proposed merger, based upon the terms of the merger agreement to be entered into, was substantively and procedurally fair because sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to unaffiliated holders of CRIC shares and CRIC ADSs and to permit the Special Committee and the CRIC Board to effectively represent the interests of such unaffiliated holders of CRIC shares and CRIC ADSs. These procedural safeguards, which are not listed in any relative order of importance, are discussed below:

•: the Special Committee acted to represent solely the interests of the unaffiliated holders of CRIC shares and CRIC ADSs, and the Special Committee had independent control of the extensive negotiations with E-House on behalf of such unaffiliated holders of CRIC shares and CRIC ADSs;
•: all of the directors serving on the Special Committee during the entire process are free from any affiliation with E-House. In addition, none of such directors is or ever was an employee of CRIC or any of its subsidiaries or affiliates;
•: the fact that, other than their receipt of CRIC Board and Special Committee compensation (which are not contingent upon the consummation of the Merger or the Special Committee's or CRIC Board's recommendation of the Merger) and their indemnification and liability insurance rights under the Merger Agreement, members of the Special Committee do not have interests in the Merger different from, or in addition to, those of the unaffiliated holders of CRIC shares and CRIC ADSs;
•: the Special Committee was empowered to consider, attend to and take any and all actions in connection with the Non-Binding Proposal from E-House and the transactions contemplated therein from the date the Special Committee was established, and no evaluation, negotiation, or response regarding the proposed Merger or any documentation in connection therewith from

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that date forward was considered by the CRIC Board for approval unless the Special Committee had recommended such action to the CRIC Board;

•: the terms and conditions of the Merger Agreement were the product of extensive negotiations between the Special Committee and its advisors, on the one hand, and E-House and its advisors, on the other hand;
•: the Special Committee had the authority to reject the terms of any strategic transaction, including the Merger;
•: the Special Committee met regularly to consider and review the proposed Merger;
•: the recognition by the Special Committee and the CRIC Board that it had no obligation to recommend the approval of the Merger proposal from E-House or any other transaction;
•: the recognition by the Special Committee and the CRIC Board that, under the terms of the Merger Agreement, it has the ability to consider any acquisition proposal reasonably likely to lead to a superior proposal until the date the holders of CRIC shares vote upon the Merger Agreement;
•: the ability of CRIC to terminate the Merger Agreement upon acceptance of a superior proposal or if its fiduciary duties otherwise require;
•: the availability of dissenters' rights to those CRIC shareholders who comply with all of the required procedures under the Cayman Companies Law for exercising dissenters' rights;
•: the approximately two-month period between the public announcement that CRIC had received a Merger proposal from E-House and the signing of the Merger Agreement provided an opportunity for other potentially interested buyers to indicate their interest in acquiring CRIC; and
•: the fact that the Merger is subject to the approval of a majority of the unaffiliated holders of CRIC shares.

In light of the procedural safeguards described above, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the unaffiliated CRIC shareholders for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger.

Given that E-House owns approximately 54.1% of the outstanding shares of CRIC and that E-House would not consider a sale of its CRIC shares, the Special Committee concluded that there was no true "market" for an alternative sale of CRIC. Consequently, the Special Committee did not pursue a market-sounding exercise or any alternative transactions.

The Special Committee also considered a variety of risks and other potentially negative factors concerning the Merger Agreement and the Merger, which are discussed below and are not listed in any relative order of importance:

•: that due to the unwillingness of E-House to consider any other transaction involving a sale of CRIC, there was no reason to contact, and in light thereof no attempt was made to contact, third parties who might otherwise consider an acquisition of CRIC. The Special Committee recognized that it was possible that a sale process open to all possible bidders might result in a higher sale price than the Merger Consideration payable in the Merger;
•: the fact that E-House could sell some or all of CRIC following the Merger to one or more purchasers at a valuation higher than that being paid in the Merger;

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•: the restrictions on the conduct of CRIC's business prior to the completion of the proposed Merger, which may delay or prevent CRIC from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of CRIC pending completion of the proposed Merger;
•: the risks and contingencies related to the announcement and pendency of the Merger, including the impact of the Merger on customers, employees, suppliers and relationships with other third parties, including the potential negative reaction of these parties to the fact that CRIC would be merging with another party or acquired by E-House;
•: the risk of diverting management focus, employee attention and resources from other strategic opportunities and from operational matters while working to complete the Merger;
•: the fact that, under the terms of the Merger Agreement, CRIC must pay to E-House a termination fee of US$5.0 million if the Merger Agreement is terminated under certain circumstances;
•: the fact that holders of CRIC shares and ADSs will have a significantly smaller ongoing equity participation in E-House (and, as a result, a smaller opportunity to participate in any future earnings or growth of E-House and future appreciation in the value of E-House shares or E-House ADSs following the Merger) than they currently have in CRIC;
•: the challenges of combining the businesses, policies, processes, systems, operations and workforces of CRIC and E-House and realizing the anticipated cost savings and operating synergies, and the risk that potential benefits and synergies sought in the Merger may not be realized or may not be realized within the expected time period;
•: the fact that a fixed exchange ratio for E-House shares and E-House ADSs in the Merger means that holders of CRIC shares and CRIC ADSs could be adversely affected by a decrease in the trading price of E-House ADSs between the time of the announcement and the completion of the Merger;
•: the risk that the parties may incur significant costs and unexpected delays in consummating the Merger;
•: the fact that there can be no assurance that all conditions to the parties' obligations to complete the Merger (including the condition that CRIC's shareholders approve the Merger as required by the Cayman Companies Law and under the Merger Agreement) will be satisfied and, as a result, the Merger may not be consummated, and the possible effects on CRIC should the parties fail to complete the Merger; and
•: the fact that the Merger Consideration would be taxable to CRIC's shareholders and ADS holders that are U.S. holders for United States federal income tax purposes.

The foregoing is a summary of the material information and factors considered by the Special Committee and the CRIC Board. In view of the wide variety of material factors considered by the Special Committee and the CRIC Board in reaching their decisions, neither the Special Committee nor the CRIC Board found it practicable to, and neither did, quantify or otherwise assign relative weights to the foregoing factors in reaching their respective conclusions. In addition, individual members of the Special Committee and the CRIC Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee recommended that the CRIC Board approve, and the CRIC Board approved, the Merger Agreement based upon the totality of the information presented to and considered by it.

Neither the Special Committee nor the CRIC Board considered the liquidation value of CRIC's assets because they each consider CRIC to be a viable going concern business where value is derived

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from cash flows generated from its continuing operations. In addition, the Special Committee and the CRIC Board believe that the value of CRIC's assets that might be realized in a liquidation would be significantly less than its going concern value. Each of the Special Committee and the CRIC Board believes the analyses and additional factors it reviewed provided an indication of CRIC's going concern value. The Special Committee and the CRIC Board also considered the historical market prices for CRIC ADSs as described in "Comparative Market Price and Dividend Information" beginning on page 21.

Neither the Special Committee nor the CRIC Board considered CRIC's net book value, which is defined as total assets minus total liabilities, attributable to the shareholders of CRIC, as a factor. Each of the Special Committee and the CRIC Board believe that net book value is not a material indicator of the value of CRIC as a going concern. Net book value does not take into account the future prospects of CRIC, market conditions, trends in the industry related to the provision of real estate information and consulting services and real estate online services, or the business risks inherent in competing in that industry.

In reaching its determination that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of CRIC and its unaffiliated shareholders and ADS holders and its decision to approve the Merger Agreement and recommend the adoption of the Merger Agreement by CRIC shareholders and CRIC ADS holders, the CRIC Board considered the analysis and recommendation of the Special Committee and the factors examined by the Special Committee as described above under the caption "Reasons for the Merger and Recommendation of the CRIC Board and the Special Committee," and adopted such recommendations, analysis and conclusions. Except as disclosed in "Special Factors—Interests of CRIC's Directors and Executive Officers in the Merger" beginning on page 72, none of CRIC's directors or officers has any financial interest in the Merger that is different from that of the unaffiliated holders of CRIC shares and CRIC ADSs. For the foregoing reasons, the CRIC Board believes that the Merger Agreement and the transactions contemplated thereby are substantively and procedurally fair to the unaffiliated holders of CRIC shares and CRIC ADSs.

Certain Financial Forecasts

Neither E-House nor CRIC generally makes public financial forecasts as to future performance, revenues or other results beyond the current fiscal quarter, and both companies are very cautious of making financial forecasts for any later period due to the unpredictability of the underlying assumptions and estimates. However, in order to permit Credit Suisse, the independent financial advisor to the CRIC Board's Special Committee, to perform a discounted cash flow analysis of E-House and CRIC, both E-House and CRIC furnished to Credit Suisse certain non-public financial forecasts. The management of E-House prepared and, on December 13, 2011 furnished to the Special Committee, financial forecasts for E-House for the quarter ended December 31, 2011 and the four years ended December 31, 2016, and the management of CRIC prepared and, on December 13, 2011 furnished to the Special Committee, financial forecasts for CRIC for the same periods. Such forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information or with generally accepted accounting principles in any jurisdiction.

Certain financial forecasts of E-House and CRIC are included in this proxy statement/prospectus only because such forecasts were requested by and provided to the Special Committee, which Credit Suisse was directed to use for purposes of evaluating the merger consideration. In the view of E-House's and CRIC's management, these forecasts were prepared on a reasonable basis, reflecting the best currently available estimates and judgments, and presenting, to the best of their knowledge and belief, the expected course of action and the expected future financial performance of E-House and CRIC, respectively. However, these forecasts should not be considered as fact and should not be relied

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upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the forecasts.

The financial forecasts of E-House and CRIC are based on the following material assumptions made by the management of E-House and CRIC, respectively: no material changes in the existing political, legal, fiscal and economic conditions and real estate industry in China; no material deviation in market conditions from economic forecasts; the ability of E-House and CRIC to continue their respective business as conducted at the time of the financial forecasts and carry out their respective business strategies as currently planned; no extraordinary corporate actions, such as dispositions of assets or properties, by either E-House or CRIC; and E-House' and CRIC's ability to retain competent management and key personnel to support their respective ongoing operations; and certain margin and growth rate assumptions for each period for which E-House and CRIC have provided financial forecasts, which are set forth in the tables on pages 62 and 63, respectively, of this proxy statement/prospectus.

The foregoing material assumptions, as well as other assumptions made by the management of E-House and CRIC in preparing their respective financial forecasts, are subject to significant uncertainties and contingencies that are difficult to predict and are beyond the control of E-House and CRIC. In addition, the forecasts were made in the fourth quarter of 2011 and do not take into account any circumstances or events occurring after the date that they were prepared and, accordingly, do not give effect to the Merger or any changes to the operations or strategy of E-House or CRIC that may be implemented or that were not anticipated after the time the forecasts were prepared. Although the management of E-House and CRIC believe that there was a reasonable basis for their respective financial forecasts and underlying assumptions, all assumptions remain uncertain, and the risk of inaccuracy increases with the length of the forecasted period. Accordingly, there can be no assurance that the assumptions made in preparing the financial forecasts will prove accurate. There will be differences between actual and forecasted results, and the differences may be material. You should consider the risks set forth in "Item 3.D—Risk Factors" in E-House's annual report on Form 20-F for the year ended December 31, 2010, which is incorporated by reference into this proxy statement/prospectus, the risks sent forth in "Item 3.D—Risk Factors" in CRIC's annual report on Form 20-F for the year ended December 31, 2010, and the risks set forth in the section of this proxy statement/prospectus titled "Risk Factors" beginning on page 24. The financial forecasts are forward-looking statements and you should consider the intrinsic uncertainties related to forward-looking statements set forth in "Forward-Looking Statements" beginning on page 31 of this proxy statement/prospectus.

The following is a summary of the key financial forecasts of E-House, as well as the margin and growth rate assumptions underlying them, which were provided by E-House's management to the

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Special Committee, and which the Special Committee directed Credit Suisse to use for purposes of its analysis:

	Fourth Fiscal Quarter of 2011E⁽¹⁾			Calendar year

	Fourth Fiscal Quarter of 2011E⁽¹⁾			2011E⁽¹⁾			2012E			2013E			2014E			2015E			2016E
	(in millions of $, except for share amounts, which are in millions, and non-GAAP EPS data and percentages)
Revenue	$	107.0		$	391.2		$	507.1		$	592.5		$	671.1		$	739.2		$	790.9
Gross profit		63.1			247.3			346.0			409.7			470.1			518.3			554.6
Non-GAAP EBIT⁽²⁾		(15.1	)		9.7			85.4			125.8			159.9			184.7			197.6
EBITDA⁽³⁾		(8.0	)		19.3			114.7			155.8			184.5			201.6			214.9
Non-GAAP net income⁽⁴⁾		(14.4	)		9.2			75.4			105.6			131.1			149.8			159.9
Non-GAAP net income to E-House shareholders⁽⁵⁾		(16.4	)		(7.1	)		45.3			66.9			87.7			102.8			109.6
Non-GAAP EPS⁽⁵⁾	($	0.21	)	($	0.09	)	$	0.57		$	0.83		$	1.07		$	1.24		$	1.31
Average E-House shares		79.3			80.4			80.0			81.0			82.0			83.0			84.0
Margins
Gross profit		59	%		63	%		68	%		69	%		70	%		70	%		70	%
Non-GAAP EBIT		(14	%)		2	%		17	%		21	%		24	%		25	%		25	%
EBITDA		(7	%)		5	%		23	%		26	%		27	%		27	%		27	%
Tax rate		NM	⁽⁷⁾		NM	⁽⁷⁾		18	%		20	%		21	%		22	%		22	%
Non-GAAP net income to E-House shareholders		(15	%)		(2	%)		9	%		11	%		13	%		14	%		14	%
Growth rate
Revenue: year over year		(15	%)		10	%		30	%		17	%		13	%		10	%		7	%
Revenue: quarter over quarter		(2	%)		—			—			—			—			—			—
Operating income: year over year		NM	⁽⁷⁾		(90	%)		783	%		47	%		27	%		16	%		7	%
Operating income: quarter over quarter		NM	⁽⁷⁾		—			—			—			—			—			—

Note:

⁽¹⁾: These forecasts were prepared by E-House's management during the fourth quarter of 2011, when the audit for the financial year ended December 31, 2011 had not been completed. Accordingly, E-House's forecasts for the quarter ended December 31, 2011 and for the year ended December 31, 2011 may vary from results included in its audited financial statements.
⁽²⁾: "Non-GAAP EBIT" refers to non-GAAP earnings before interest and taxes.
⁽³⁾: "EBITDA" refers to earnings before interest, taxes, depreciation and amortization.
⁽⁴⁾: Non-GAAP net income is calculated by excluding from net income share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, goodwill impairment charge and loss from the disposal of subsidiaries.
⁽⁵⁾: Non-GAAP net income to E-House shareholders is calculated by excluding from net income attributable to E-House shareholders share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, goodwill impairment charge and loss from the disposal of subsidiaries.
⁽⁶⁾: "Non-GAAP EPS" refers to non-GAAP earnings per share, and is calculated by taking non-GAAP net income to E-House shareholders and dividing it by the number of average E-House shares outstanding for the relevant period.
⁽⁷⁾: "NM" means not material.

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The following is a summary of the key financial forecasts of CRIC, as well as the margin and growth rate assumptions underlying them, which were provided by CRIC's management to the Special Committee, and which the Special Committee directed Credit Suisse to use for purposes of its analysis:

	Fourth Fiscal Quarter of 2011E⁽¹⁾			Calendar year

	Fourth Fiscal Quarter of 2011E⁽¹⁾			2011E			2012E			2013E			2014E			2015E			2016E
	(in millions of $, except for share amounts, which are in millions, and non-GAAP EPS data and percentages)
Revenue	$	68.4		$	236.8		$	290.8		$	333.1		$	373.1		$	402.9		$	431.1
Gross profit		51.6			184.8			229.7			264.5			298.5			322.3			344.9
Non-GAAP EBIT⁽²⁾		5.8			44.8			69.2			85.7			97.0			104.8			112.1
EBITDA⁽³⁾		11.0			56.6			90.9			106.5			111.1			111.6			119.0
Non-GAAP net income⁽⁴⁾		4.7			40.4			61.4			74.1			83.5			89.9			96.0
Non-GAAP net income to CRIC shareholders⁽⁵⁾		4.1			38.7			59.3			70.9			79.8			85.9			91.7
Non-GAAP EPS⁽⁶⁾	$	0.03		$	0.27		$	0.41		$	0.48		$	0.53		$	0.56		$	0.59
Average CRIC shares		141.3			143.7			143.3			146.5			149.7			152.9			156.2
Margins
Gross profit		76	%		78	%		79	%		79	%		80	%		80	%		80	%
Non-GAAP EBIT		9	%		19	%		24	%		26	%		26	%		26	%		26	%
EBITDA		16	%		24	%		31	%		32	%		30	%		28	%		28	%
Tax rate		13	%		14	%		15	%		17	%		17	%		17	%		17	%
Non-GAAP net income to CRIC shareholders		6	%		16	%		20	%		21	%		21	%		21	%		21	%
Growth rate
Revenue: year over year		10	%		36	%		23	%		15	%		12	%		8	%		7	%
Revenue: quarter over quarter		(1	%)		—			—			—			—			—			—
Operating income: year over year		(74	%)		(24	%)		54	%		24	%		13	%		8	%		7	%
Operating income: quarter over quarter		(67	%)		—			—			—			—			—			—

Note:

⁽¹⁾: These forecasts were prepared by CRIC's management during the fourth quarter of 2011, when the audit for the financial year ended December 31, 2011 had not been completed. Accordingly, CRIC's forecasts for the quarter ended December 31, 2011 and for the year ended December 31, 2011 may vary from results included in its audited financial statements.
⁽²⁾: "Non-GAAP EBIT" refers to non-GAAP earnings before interest and taxes.
⁽³⁾: "EBITDA" refers to earnings before interest, taxes, depreciation and amortization.
⁽⁴⁾: Non-GAAP net income is calculated by excluding from net income share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, goodwill impairment charge and loss from the disposal of subsidiaries.
⁽⁵⁾: Non-GAAP net income to CRIC shareholders is calculated by excluding from net income attributable to CRIC shareholders share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, goodwill impairment charge and loss from the disposal of subsidiaries.
⁽⁶⁾: "Non-GAAP EPS" refers to non-GAAP earnings per share, and is calculated by taking non-GAAP net income to CRIC shareholders and dividing it by the number of average CRIC shares outstanding for the relevant period.

EBIT, EBITDA, non-GAAP net income, non-GAAP EPS and non-GAAP net income to shareholders are non-GAAP measures that are used by the management of E-House and CRIC as supplemental financial measures to evaluate their respective operational trends. None of these metrics are defined under, or computed in accordance with, U.S. GAAP, and accordingly, such metrics may not be a comparable measurement to those used by other companies. None of these metrics should be relied upon as an alternative to net income or other income statement line items calculated in accordance with U.S. GAAP.

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None of E-House or CRIC or their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to CRIC's shareholders or ADS holders regarding the ultimate performance of E-House or CRIC compared to the information contained in the financial forecasts or that forecasted results will be achieved. The inclusion of the financial forecasts in this proxy statement/prospectus should not be regarded as an indication that such forecasts will be an accurate prediction of future events, and they should not be relied on as such.

By including in this proxy statement/prospectus a summary of the financial forecasts provided to Credit Suisse, neither of E-House or CRIC undertakes any obligation to update, or publicly disclose any update to, these financial forecasts to reflect circumstances or events, including unanticipated events, that may have occurred or that may occur after the preparation of these forecasts, even in the event that any or all of the assumptions underlying the financial forecasts change, except to the extent required by applicable federal securities law.

Opinion of Credit Suisse

The Special Committee retained Credit Suisse to act as its financial advisor in connection with the Merger. The Special Committee requested that Credit Suisse evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs. On December 26, 2011, the Special Committee met to review the proposed Merger and the terms of the proposed Merger Agreement. During this meeting, Credit Suisse reviewed with the Special Committee certain financial analyses, as described below, and rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Credit Suisse's written opinion dated December 26, 2011) that, as of December 26, 2011, and based upon and subject to the assumptions, qualifications and limitations stated in its opinion, the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs was fair, from a financial point of view, to such persons, other than the Excluded Persons.

The full text of Credit Suisse's opinion, dated December 26, 2011, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of the review undertaken by Credit Suisse in connection with its opinion, is attached as Annex B and is incorporated into this proxy statement/prospectus by reference in its entirety. Holders of CRIC shares and CRIC ADSs are encouraged to read this opinion carefully in its entirety. Credit Suisse's opinion was provided to the Special Committee in connection with its evaluation of the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs in the Merger, and Credit Suisse's opinion does not constitute advice or a recommendation to the Special Committee or any holder of CRIC shares or CRIC ADSs as to how such person should vote or act on any matter relating to the Merger. Credit Suisse's opinion addresses only the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of CRIC shares and CRIC ADSs (other than the Excluded Persons), and does not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise. The following is a summary of the Credit Suisse opinion and is qualified in its entirety by reference to the full text of the opinion attached as Annex B to this proxy statement/prospectus, which you are encouraged to read in its entirety.

In arriving at its opinion, Credit Suisse, among other things:

•: reviewed a draft of the Merger Agreement, dated December 15, 2011, and received confirmation that the executed Merger Agreement would reflect Per Share Cash Consideration of $1.75 and Per Share Stock Consideration of 0.6 E-House share per CRIC share, and Per ADS Cash Consideration of $1.75 and Per ADS Stock Consideration of 0.6 E-House ADS per CRIC ADS;
•: reviewed certain publicly available business and financial information relating to CRIC and E-House;

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•: reviewed certain other information relating to CRIC and E-House, including certain financial forecasts relating to CRIC and E-House, provided to or discussed with Credit Suisse by CRIC and/or E-House;
•: met with the management of CRIC to discuss the business and prospects of CRIC and the management of E-House to discuss the business and prospects of E-House;
•: considered certain financial and stock market data of CRIC and E-House, and compared that data with similar data for other publicly held companies in businesses Credit Suisse deemed similar to those of CRIC and E-House;
•: considered certain research reports on CRIC and E-House issued by equity analysts;
•: considered, to the extent publicly available, the financial terms of certain other business combinations and other transactions which had been effected or announced; and
•: considered such other information, financial studies, analyses and investigations and financial, economic and market criteria which Credit Suisse deemed relevant.

In connection with its review, Credit Suisse did not independently verify any of the foregoing information and assumed and relied on such information being complete and accurate in all material respects. With respect to the financial forecasts for CRIC and E-House that the Special Committee directed Credit Suisse to use in its analyses, the management of CRIC and the management of E-House respectively advised Credit Suisse, and Credit Suisse assumed, that such forecasts were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of E-House and CRIC, and presenting, to the best of their respective knowledge and belief, the expected future financial performance of E-House and CRIC, respectively. However, these forecasts should not be considered as fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the forecasts. Please see "—Certain Financial Forecasts" and "Forward-Looking Statements" on pages 60 and 31, respectively, for the inherent risks and uncertainties associated with financial forecasts in general and these financial forecasts specifically.

Credit Suisse also assumed, with the Special Committee's consent, that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on CRIC, E-House or the contemplated benefits of the Merger and that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Credit Suisse also assumed, with the Special Committee's consent, that the executed Merger Agreement would conform to the draft reviewed by Credit Suisse in all respects material to Credit Suisse's analysis. In addition, Credit Suisse was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of CRIC, and was not furnished with any such evaluations or appraisals. Credit Suisse also assumed, with the Special Committee's consent, that each CRIC ADS was convertible into, and equivalent for purposes of its analysis, one CRIC share and that each E-House ADS is convertible into, and equivalent for purposes of its analysis, one E-House share.

Credit Suisse's opinion addressed only the fairness, from a financial point of view and as of the date of its opinion, to the holders of CRIC shares and CRIC ADSs (other than the Excluded Persons) of the Merger Consideration, and did not address any other aspect or implication of the Merger or any agreement, arrangement or understanding entered into in connection with the Merger or otherwise including, without limitation, the fairness of the amount or nature of or any other aspect relating to, any compensation to any officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. The issuance of Credit Suisse's opinion was approved by its authorized internal committee.

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Credit Suisse's opinion was necessarily based upon information made available to it as of the date of the opinion and financial, economic, market, currency exchange rates, and other conditions as they existed and could be evaluated on such date. Such conditions are subject to heightened volatility and, if different than assumed, could materially impact Credit Suisse's analysis. Credit Suisse did not express an opinion as to the value of E-House shares or E-House ADSs when issued to holders of CRIC shares or CRIC ADSs pursuant to the Merger Agreement or the prices at which E-House shares or E-House ADSs may trade at any time. Credit Suisse's opinion did not address the merits of the Merger as compared to alternative transactions or strategies that may be available to CRIC nor did it address CRIC's underlying business decision to proceed with the Merger. Credit Suisse was not requested to and did not solicit third party indications of interest in acquiring all or any part of CRIC.

In preparing its opinion to the Special Committee, Credit Suisse performed a variety of analyses, including those described below. While the summary of Credit Suisse's analyses described below is not a complete description of each analysis conducted in connection with Credit Suisse's preparation of its opinion, the summary includes the material analyses and factors considered by Credit Suisse. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations as to the most appropriate and relevant methods of financial, comparative and other analyses and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither a fairness opinion nor its underlying analyses are readily susceptible to partial analysis or summary description. Credit Suisse arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Credit Suisse believes that the totality of its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In performing its analyses, Credit Suisse considered financial information regarding CRIC and E-House and business, economic, industry and market conditions, and other matters as they existed on, and could be evaluated as of the date of the opinion. No company, transaction or business used in Credit Suisse's analyses for comparative purposes is identical to CRIC or E-House or the proposed Merger. An evaluation of the results of Credit Suisse's analyses is not entirely mathematical. Rather, Credit Suisse's analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions analyzed. The results of each analysis were taken into account in reaching its overall conclusion with respect to fairness and Credit Suisse did not make separate or quantifiable judgments regarding individual analyses. The estimates contained in Credit Suisse's analysis and the implied reference ranges indicated by Credit Suisse's analyses are illustrative and are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of CRIC, E-House and Credit Suisse. Accordingly, the estimates used in, and the results derived from, Credit Suisse's analyses are inherently subject to substantial uncertainty.

Credit Suisse was not requested to and it did not recommend the specific Merger Consideration, which consideration was determined by the Special Committee and E-House, and the decision to enter into the Merger was that of the Special Committee and the CRIC Board. Credit Suisse's opinion and financial analyses were provided to the Special Committee in connection with its consideration of the proposed Merger and were among many factors considered by the Special Committee in evaluating the

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proposed Merger. Neither Credit Suisse's opinion nor its financial analyses were determinative of the Merger Consideration or of the views of the Special Committee or CRIC's board of directors or management with respect to the Merger.

The following is a summary of the material financial analyses performed by Credit Suisse for the Special Committee in connection with the preparation of Credit Suisse's opinion and reviewed with the Special Committee at a meeting held on December 26, 2011. The financial analyses summarized below include information presented in tabular format. In order to fully understand Credit Suisse's financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies underlying and the assumptions, qualifications and limitations affecting each analysis, could create a misleading or incomplete view of Credit Suisse's financial analyses.

For purposes of its analyses, Credit Suisse reviewed a number of financial metrics including:

Aggregate Value—generally the value as of a specified date of the relevant company's outstanding equity securities (on a fully diluted basis) plus the value of its net debt (the value of its outstanding indebtedness and capital lease obligations less the amount of cash and cash equivalents on its balance sheet), preferred stock and minority interests as of that date.

EBIT—generally the amount of the relevant company's earnings before interest and taxes for a specified time period.

EPS—generally the relevant company's earning per share of common stock.

For purposes of its analysis, Credit Suisse calculated the implied value of Per Share Merger Consideration, $4.48 per CRIC share, based on $1.75 per CRIC share of cash consideration and a fixed exchange ratio of 0.6 E-House shares per CRIC share, based on the value of an E-House share of $4.55 as of December 22, 2011

Unless the context indicates otherwise, aggregate and per share equity values used in the selected companies analysis described below were calculated using the closing price of the ADSs and the common stock, as applicable, of the selected companies listed below as of December 22, 2011.

CRIC Selected Companies Analysis

Credit Suisse reviewed certain financial data, multiples and ratios for the following nine publicly traded companies in the real estate services industry.



China Online Real Estate Services		SouFun Holdings Ltd.

Other Online Real Estate Services		Rightmove PLC
		Move, Inc.

Offline Real Estate Services		CBRE Group, Inc.
		Jones Lang LaSalle, Inc.
		CoStar Group, Inc.
		Savills PLC
		Midland Holdings Ltd.
		Hopefluent Group Holdings Ltd.

Although none of the selected companies is directly comparable to CRIC, these companies were chosen because they are publicly traded companies that operate in a similar industry as CRIC and have lines of business and financial and operating characteristics similar to CRIC. Credit Suisse determined, using its professional judgment, that these selected companies were the most appropriate for purposes

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of this analysis. It is possible that there are other companies that operate in similar industries to CRIC or have similar principal lines of business or financial or operating characteristics to CRIC that Credit Suisse did not consider. Credit Suisse calculated the multiples and ratios for the selected companies using closing stock prices as of December 22, 2011 and information it obtained from public filings, publicly available research analyst estimates and other publicly available information. With respect to the selected companies, Credit Suisse compared, among other things, aggregate values as a multiple of calendar year 2012 estimated EBIT and stock prices as a multiple of calendar year 2012 estimated EPS. Credit Suisse then applied reference ranges of these multiples for the selected companies to corresponding financial data of CRIC, using 2012 EBIT and EPS estimates provided by CRIC's management. This analysis indicated the following implied per share equity reference range for CRIC shares, as compared to the implied value of the Per Share Merger Consideration:

Implied Per Share Equity Reference Range for CRIC		Implied Value of Per Share Merger Consideration (as of December 22, 2011)

$4.06 - $5.55		$4.48

CRIC Discounted Cash Flow Analysis

Credit Suisse also performed a discounted cash flow analysis of CRIC. First, Credit Suisse calculated the estimated net present value of the unlevered, after tax free cash flows for CRIC using the fiscal quarter ended December 31, 2011 and years ended December 31, 2012 through December 31, 2015, based on estimates provided to Credit Suisse by CRIC's management. Credit Suisse then calculated the estimated terminal value by applying a range of multiples from 4.0x to 6.0x to the 2016 estimated EBIT of CRIC, based on estimates provided to Credit Suisse by CRIC management. The range of multiples was selected based on a review of CRIC's and other companies' current and historical trading multiples reviewed in connection with the analysis described under the caption "CRIC Selected Companies Analysis". The present value of the cash flows and terminal values were then calculated using discount rates ranging from 16.0% to 20.0% based on CRIC's estimated weighted average cost of capital. This analysis indicated the following implied per share reference range for CRIC shares as compared to the implied value of the Per Share Merger Consideration:

Implied Per Share Equity Reference Range for CRIC		Implied Value of Per Share Merger Consideration (as of December 22, 2011)

$4.49 - $5.57		$4.48

E-House Selected Companies Analysis

Credit Suisse reviewed certain financial data, multiples and ratios for the following six publicly traded companies in the real estate services industry.



Online Real Estate Services		SouFun Holdings Ltd.

Offline Real Estate Services		CBRE Group, Inc.
		Jones Lang LaSalle, Inc.
		Savills PLC
		Midland Holdings Ltd.
		Hopefluent Group Holdings Ltd.

Although none of the selected companies is directly comparable to E-House, these companies were chosen because they are publicly traded companies that operate in a similar industry as E-House and have lines of business and financial and operating characteristics similar to E-House. Credit Suisse determined, using its professional judgment, that these selected companies were the most appropriate

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for purposes of this analysis. It is possible that there are other companies that operate in similar industries to E-House or have similar principal lines of business or financial or operating characteristics to E-House that Credit Suisse did not consider. Credit Suisse calculated the multiples and ratios for the selected companies using closing stock prices as of December 22, 2011 and information it obtained from public filings, publicly available research analyst estimates and other publicly available information. With respect to the selected companies, Credit Suisse compared, among other things, aggregate values as a multiple of calendar year 2012 estimated EBIT and stock prices as a multiple of calendar year 2012 estimated EPS. Credit Suisse then applied reference ranges of these multiples for the selected companies to corresponding financial data of E-House, using 2012 EBIT and EPS estimates provided by E-House's management. This analysis indicated the following implied per share equity reference range for E-House shares, as compared to the closing price per E-House ADS on the NYSE on December 22, 2011 of $4.55 per ADS:

Implied Per Share Equity Reference Range for E-House		E-House Share Price (as of December 22, 2011)

$5.17 - $7.60		$4.55

E-House Discounted Cash Flow Analysis

Credit Suisse also performed a discounted cash flow analysis of E-House. First, Credit Suisse calculated the estimated net present value of the unlevered, after tax free cash flows for E-House using the fiscal quarter ended December 31, 2011 and years ended December 31, 2012 through December 31, 2015, based on estimates provided to Credit Suisse by E-House's management. Credit Suisse then calculated the estimated terminal value by applying a range of multiples from 3.5x to 5.5x to the 2016 estimated EBIT of E-House, based on estimates provided to Credit Suisse by E-House management. The range of multiples was selected based on a review of E-House's and the other companies' current and historical trading multiples reviewed in connection with the analysis described under the caption "E-House Selected Companies Analysis". The present value of the cash flows and terminal values were then calculated using discount rates ranging from 18.0% to 22.0% based on E-House's estimated weighted average cost of capital. This analysis indicated the following implied per share reference range for E-House shares as compared to the closing price per E-House ADS on the NYSE on December 22, 2011 of $4.55 per ADS:

Implied Per Share Equity Reference Range for E-House		E-House Share Price (as of December 22, 2011)

$7.15 - $10.31		$4.55

Implied Exchange Ratio Analysis

Credit Suisse compared the high end of the implied per share value for CRIC under the selected companies analysis and the discounted cash flow analysis (net of $1.75 cash per share, in each case) to the low end of the respective ranges for E-House to derive the highest implied exchange ratio between CRIC shares and E-House shares. Credit Suisse also compared the low end of the implied per share value for CRIC under the selected companies analysis and the discounted cash flow analysis (net of $1.75 cash per share, in each case) to the high end of the respective ranges for E-House to derive the lowest implied exchange ratio between CRIC shares and E-House shares. These analyses indicated the following implied exchange ratio range as compared to the Per Share Stock Consideration of 0.6 E-House shares for each CRIC share.

		Selected Companies Analysis			Discounted Cash Flow Analysis

Implied Exchange Ratio Range			0.304x - 0.735x			0.265x - 0.534x

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Additionally, Credit Suisse compared the high end of the implied per share value for CRIC under the selected companies analysis and the discounted cash flow analysis (net of $1.75 cash per share, in each case) to the high end of the respective ranges for E-House, and compared the low end of the implied per share value for CRIC under the selected companies analysis and the discounted cash flow analysis (net of $1.75 cash per share, in each case) to the low end of the respective ranges for E-House, to derive a range of implied exchange ratios between CRIC shares and E-House shares based on comparable analysis given E-House's significant ownership of CRIC. These analyses indicated the following implied exchange ratio range as compared to the Per Share Stock Consideration of 0.6 E-House shares for each CRIC share.

		Selected Companies Analysis			Discounted Cash Flow Analysis

Implied Exchange Ratio Range			0.447x - 0.499x			0.370x - 0.382x

Miscellaneous

The Special Committee engaged Credit Suisse as its financial advisor in connection with the Merger based on Credit Suisse's qualifications, experience and reputation, and its familiarity with CRIC and its business. Credit Suisse is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Pursuant to the Special Committee's engagement letter with Credit Suisse for its financial advisory services in connection with the Merger, the Special Committee agreed that CRIC would pay Credit Suisse a fee customary for transactions of this nature. Such fee was payable upon the rendering of Credit Suisse's opinion; no portion of the fee paid or payable to Credit Suisse is contingent upon the consummation of the Merger. In addition, CRIC has agreed to reimburse Credit Suisse for its reasonable expenses, including fees and expenses of legal counsel, and to indemnify Credit Suisse and related parties against certain liabilities and other items, including liabilities under the federal securities laws, arising out of its engagement.

Credit Suisse and its affiliates have in the past provided investment banking and other financial services to CRIC and its affiliates for which Credit Suisse and its affiliates have received and would expect to receive compensation, including having acted as an underwriter in CRIC's initial public offering in 2009. Credit Suisse and its affiliates also have in the past provided investment banking and other financial services to E-House and its affiliates, including having acted as financial advisor to E-House in its acquisition of a 66% stake in China Online Housing Technology from SINA in 2009 and as underwriter in E-House's initial public offering in 2007 and follow-on equity offering in 2008. Credit Suisse and its affiliates have provided other financial advice and services and may in the future provide financial advice and services to CRIC, E-House and their respective affiliates for which Credit Suisse and its affiliates would expect to receive compensation. Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Credit Suisse and its affiliates may acquire, hold or sell, for its and its affiliates own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of CRIC, E-House and any other company that may be involved in the Merger, as well as provide investment banking and other financial services to such companies.

Effects of the Merger on CRIC

Public Shareholders

If the Merger is completed, Merger Sub will merge with and into CRIC, with CRIC continuing as the surviving company after the Merger. CRIC would continue its operations as a privately held

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company owned solely by E-House, and as a result of the Merger, the CRIC ADSs will no longer be listed on the NASDAQ, CRIC will cease to be a publicly traded company and the CRIC ADS program will terminate.

Stock Exchange Delisting and Deregistration

As promptly as practicable following completion of the Merger, E-House will cause CRIC ADSs to be delisted from the NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Registration under the Exchange Act may be terminated upon application to the SEC if the CRIC ADSs are neither listed on a national securities exchange nor held by 300 or more holders of record. As a result of such deregistration, CRIC will no longer be required to file reports with the SEC or otherwise be subject to the United States federal securities laws applicable to public companies.

Effect on the Interest of E-House in the Net Book Value and Net Earnings of CRIC

The table below sets forth the interest of E-House in CRIC's net book value and net earnings before and after the Merger, based on the historical net book value of CRIC as of, and the historical net earnings of CRIC for, the year ended December 31, 2010 and the nine months ended September 30, 2011. E-House does not believe that net book value is a material indicator of the value of CRIC as a going concern but rather is primarily indicative of historical asset costs.

	E-House Ownership Prior to the Merger									E-House Ownership After the Merger

	Net Book Value				Net Earnings (Loss)					Net Book Value				Net Earnings (Loss)
	(in thousands of $)		%		(in thousands of $)			%		(in thousands of $)		%		(in thousands of $)			%
Year ended December 31, 2010		522,110		52.83%		13,617			52.49%		988,319		100%		25,941			100%
Nine months ended September 30, 2011		310,275		54.13%		(222,689	)		54.14%		573,162		100%		(411,356	)		100%

Plans for CRIC

Upon completion of the Merger, Merger Sub will merge with and into CRIC, with CRIC continuing as the surviving company after the Merger. Following such completion, CRIC will continue its operations as a privately held company wholly owned by E-House. E-House's management expects to continue providing through CRIC its real estate information and consulting services, real estate online services, real estate advertising services and promotional event services, which will continue to be an important part of E-House's overall business plans.

E-House has reviewed and will continue to review various potential business strategies that it may consider in the event that the Merger is completed. E-House expects to continue to review CRIC's assets, corporate structure, capitalization, operations, properties, policies, management and personnel to consider and determine what other changes, if any, would be appropriate or desirable. E-House expressly reserves the right to make any changes that it deems necessary, appropriate or convenient in light of its review or future developments. Subject the preceding sentences of this paragraph, E-House has no current plans or proposals or negotiations that relate to or would result in: (1) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving CRIC or any of its subsidiaries or consolidated affiliated entities; (2) any purchase, sale or transfer of a material amount of assets of CRIC or any of its subsidiaries or consolidated affiliated entities; (3) any material change in the indebtedness or capitalization of CRIC; or (4) any other material change in CRIC's corporate structure or business.

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Interests of CRIC's Directors and Executive Officers in the Merger

Beneficial Ownership of Equity Interests in, and Other Relationships with, E-House

Mr. Xin Zhou, co-chairman of the CRIC Board and CRIC's chief executive officer, is the executive chairman of the board of directors for E-House, was chief executive officer of E-House from 2003 to 2009, and was a co-founder of E-House. Mr. Zhou is E-House's largest shareholder, beneficially owning 20,555,433 E-House shares as of March 21, 2012, representing 26.0% of the total outstanding E-House shares.

Mr. Neil Nanpeng Shen, a director on the CRIC Board, is also a director on E-House's board of directors. As of March 21, 2012, Mr. Shen beneficially owns 5,620,422 E-House shares, representing 7.1% of the total outstanding E-House shares.

Mr. Zuyu Ding, a director of the CRIC Board and the president of CRIC, is also an employee of E-House.

None of Mr. Zhou, Mr. Shen or Mr. Ding were members of the Special Committee of the CRIC Board which approved the Merger.

Treatment of CRIC Share Options

At the effective time of the Merger, each outstanding CRIC share option, whether vested or unvested, shall be assumed by E-House and be converted into an E-House share option. Each E-House share option as so assumed and converted shall be exercisable for that number of whole E-House shares (rounded down to the nearest whole share) equal to the product of (1) the total number of CRIC shares subject to such CRIC share option and (2) the Stock Award Exchange Ratio (as defined below), at an exercise price per E-House share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (a) the exercise price per share of the CRIC share option by (b) the Stock Award Exchange Ratio; provided, however, that the exercise price and the number of E-House shares subject to the E-House share option shall be determined in a manner consistent with the requirements of Section 409A of the United States Internal Revenue Code. Each such E-House share option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the CRIC share option immediately prior to the effective time (but, taking into account any changes thereto provided for in CRIC's share incentive plan, any award agreement, or any other contract or agreement, including by reason of the Merger Agreement or the transactions contemplated thereby). "Stock Award Exchange Ratio" means the sum of (1) 0.6 and (2) the quotient obtained by dividing (a) $1.75 by (b) an amount equal to the average of the closing sale prices of the E-House shares on the NYSE for each of the 15 consecutive trading days ending with the fourth complete trading day prior to the effective time. For more information on the treatment of CRIC share options in the Merger, see "The Merger Agreement, the Plan of Merger and the Merger—Treatment of CRIC Share Options and Restricted Shares" beginning on page 126.

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The following table shows, as of March 21, 2012, for each director and executive officer of CRIC, (1) the number of CRIC shares currently owned, (2) the number of CRIC shares underlying vested CRIC share options and the number of CRIC shares underlying unvested CRIC share options that will vest within 60 days, (3) the total number of CRIC shares beneficially owned and (4) the percentage of CRIC's outstanding shares beneficially owned. The listed directors and executive officers have informed CRIC that they currently intend to vote all of their CRIC shares "FOR" the proposal to approve the Merger Agreement.

Name				Percentage of CRIC's Outstanding Shares Beneficially Owned

Xin Zhou	3,200,000	1,362,484	4,562,484	3.2%
Charles Chao	—	283,333	283,333	*
Neil Nanpeng Shen	—	41,664	41,664	*
Hong Du	—	158,317	158,317	*
Fan Bao	—	61,666	61,666	*
David Zhang	—	41,664	41,664	*
Ya-Qin Zhang	—	41,664	41,664	*
Zuyu Ding	—	698,333	698,333	*
Bin Laurence	—	183,333	183,333	*
Yan Zhang	—	192,083	192,083	*
Zhongmin Jin	—	182,083	182,083	*
Yinyu He	—	57,083	57,083	*
Xinglong Cui	—	38,578	38,578	*
Xi Yang	—	48,630	48,630	*
Dong Wen	—	10,000	10,000	*
Haiping Ma	—	—	—	—
Xudong Zhu⁽¹⁾	—	285,000	285,000	*
Jun Luo⁽²⁾	—	47,767	47,767	*

The calculations in the table above are based on 140,487,106 CRIC shares outstanding as of March 21, 2012, excluding CRIC shares which have been issued to the CRIC depositary and reserved for future grants under the CRIC share incentive plan. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of CRIC shares beneficially owned by a person and the percentage ownership of that person, we have included CRIC shares that the person has the right to acquire within 60 days after the date of this proxy statement/prospectus.

*: Less than 1% of the total outstanding CRIC shares.
(1): Mr. Xudong Zhu is a former director of CRIC who resigned from the CRIC Board in March 2011 and continues to be the head of CRIC's advertising operations.
(2): Mr. Jun Luo is a former director and co-president of CRIC, who resigned from these positions in August 2011.

Directors' and Officers' Insurance; Indemnification of CRIC Directors and Officers

For a period of six years after the effective time, E-House shall cause the surviving company to maintain CRIC's and the CRIC Subsidiaries' existing policies of directors' and officers' liability insurance for the benefit of those persons who are covered by such policies at the effective time, to the extent that such liability insurance can be maintained at a cost to E-House not greater than 300 percent of the annual premium (such 300 percent threshold, the "Maximum Premium") for the

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current CRIC directors' and officers' liability insurance; provided that if such insurance cannot be so maintained or obtained at such costs, E-House shall maintain or obtain as much of such insurance as can be so maintained or obtained at an annual premium amount not in excess of the Maximum Premium.

In addition, pursuant to the Merger Agreement, E-House and the surviving company agree to indemnify and hold harmless each individual who at the effective time is, or at any time prior to the effective time was, a director or officer of CRIC or the CRIC Subsidiaries (the "Indemnified Parties") against any costs, expenses and other liabilities incurred in connection with any claim, suit or investigation arising out of or related to such Indemnified Parties' service as a director or officer of CRIC or the CRIC Subsidiaries. The memorandum and articles of association of the surviving company will also contain provisions with respect to rights to indemnification that are at least as favorable to the directors, officers or employees of CRIC as those contained in the memorandum and articles of association of CRIC as presently in effect.

For more information, see "The Merger Agreement, the Plan of Merger and the Merger—Directors' and Officers' Insurance; Indemnification" beginning on page 137.

Position with E-House

Under the Merger Agreement, the officers of CRIC immediately prior to the effective time of the Merger will remain the officers of the surviving company.

The Special Committee

On November 3, 2011, the CRIC Board determined that any potential transaction with E-House would involve conflicts of interest with certain management and directors, and accordingly it established the Special Committee to consider the Non-Binding Proposal from E-House, consisting solely of CRIC directors not related to E-House. The members of the Special Committee are Mr. Fan Bao, Mr. Charles Chao and Mr. David Zhang. The following CRIC directors were not included as members of the Special Committee due to their respective positions at E-House: Mr. Xin Zhou, the executive chairman of the board of directors for E-House, E-House's largest shareholder and the chief executive officer of CRIC; Mr. Neil Nanpeng Shen, a director on E-House's board of directors and an E-House shareholder; and Mr. Zuyu Ding, who has held various employment positions with E-House and its affiliates, in addition to his being the president of CRIC. The Special Committee was given responsibility to consider, review and evaluate the Non-Binding Proposal, negotiate the terms and conditions of the proposed merger or any similar transaction, recommend to the full CRIC Board what action, if any, should be taken by CRIC with respect to the proposed merger or any similar transaction, and perform certain other actions as set forth in "—Background of the Merger."

In consideration for their service on the Special Committee, CRIC compensated Mr. Fan, the chairman of the Special Committee, at the rate of $20,000 per month, and Mr. Chao and Mr. Zhang, the other two Special Committee members, at the rate of $15,000 per month.

Other than their receipt of CRIC Board and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee's or the CRIC Board's recommendation of the Merger) and their indemnification and liability insurance rights under the Merger Agreement, none of the members of the Special Committee has a financial interest in the Merger or any of transactions contemplated thereby and none of them is related to E-House.

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Accounting Treatment

E-House prepares its consolidated financial statements in accordance with U.S. GAAP. As of March 21, 2012, E-House owned 54.1% of CRIC's outstanding ordinary shares, and therefore fully consolidates CRIC.

In accordance with U.S. GAAP, E-House will account for the Merger as an acquisition of a noncontrolling interest in accordance with Accounting Standards Codification paragraphs 810-10-45-21A through 810-10-45-24 (formerly contained in FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements). Accordingly, the acquisition of the shares of CRIC not already owned by E-House will be accounted for as an equity transaction. Therefore, no gain or loss will be recognized in E-House's consolidated earnings or other comprehensive income. Any difference between the fair value of the consideration paid to acquire the noncontrolling interest and the carrying value of the noncontrolling interest at the time of the Merger will be recorded as an adjustment to E-House's shareholders' equity.

Material Tax Consequences of the Merger

See "Material United States Federal Income Tax Consequences of the Merger" beginning on page 148 for a summary of the material United States federal income tax consequences of the Merger, "Material PRC Income Tax Consequences of the Merger" beginning on page 154 for a summary of the material PRC income tax consequences of the Merger, and "Material Cayman Islands Tax Consequences of the Merger" beginning on page 156 for a summary of the material Cayman Islands tax consequences of the Merger.

Appraisal Rights

The following is a brief summary of the rights of holders of the CRIC shares to object to the Merger and receive cash equal to the appraised or agreed fair value of their CRIC shares ("Dissenters' Rights"). This summary is not a complete statement of the law, and is qualified in its entirety by the complete text of Section 238 of the Cayman Companies Law, a copy of which is attached as Annex C to this proxy statement/prospectus. If you are contemplating the possibility of objecting to the Merger, you should carefully review the text of Annex C, particularly the procedural steps required to perfect Dissenters' Rights. These procedures are complex and you should consult your Cayman Islands legal counsel. If you do not fully and precisely satisfy the procedural requirements of the Cayman Companies Law, you will lose your Dissenters' Rights.

Requirements for Exercising Dissenters' Rights

A dissenting registered shareholder of CRIC is entitled to payment of the fair value of his or her CRIC shares upon dissenting to the Merger.

The exercise of your Dissenters' Rights will preclude the exercise of any other rights by virtue of holding CRIC shares in connection with the Merger, other than the right to seek relief on the grounds that the Merger is void or unlawful. To preserve your Dissenters' Rights, the following procedures must be followed:

•: you must give written notice of objection ("Notice of Objection") to CRIC prior to the EGM vote to approve the Merger. The Notice of Objection must include a statement that you propose to demand payment for your CRIC shares if the Merger is authorized at the EGM;

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•: within 20 days immediately following the date on which the vote of CRIC shareholders approving the Merger is passed, CRIC must give written notice of the authorization ("Approval Notice") to all Dissenting Shareholders who have served a Notice of Objection;
•: within 20 days immediately following the date on which the Approval Notice is given (the "Dissent Period"), the Dissenting Shareholder must give a written notice of his or her decision to dissent (a "Notice of Dissent") to CRIC stating his or her name and address, the number of CRIC shares with respect to which he or she dissents and demanding payment of the fair value of his or her CRIC shares; and a Dissenting Shareholder must dissent in respect of all the CRIC shares which he or she holds;
•: within seven days immediately following (1) the date of expiry of the Dissent Period or (2) the date on which the Plan of Merger is filed with the Registrar of Companies of the Cayman Islands, whichever is later, CRIC, as the surviving company, must make a written offer (a "Fair Value Offer") to each Dissenting Shareholder to purchase their CRIC shares at a price determined by CRIC to be the fair value of such CRIC shares;
•: if, within 30 days immediately following the date of the Fair Value Offer, CRIC and the Dissenting Shareholder fail to agree on a price at which CRIC will purchase the Dissenting Shareholder's shares, then, within 20 days immediately following the date of the expiry of such 30-day period, CRIC must, and the Dissenting Shareholder may, file a petition with the Grand Court of the Cayman Islands (the "Grand Court") for a determination of the fair value of the CRIC shares held by all Dissenting Shareholders who have served a Notice of Dissent and who have not agreed with CRIC as to fair value, the petition by CRIC must be accompanied by a verified list containing the names and addresses of all registered CRIC shareholders who have filed a Notice of Dissent and who have not agreed with CRIC as to the fair value of the CRIC shares; and
•: if a petition is timely filed and served, the Grand Court will determine at a hearing at which Dissenting Shareholders are entitled to participate in (1) the fair value of the CRIC shares held by those shareholders and (2) the costs of the proceeding and the allocation of such costs upon the parties.

All notices and petitions must be executed by or for the shareholder of record, fully and correctly, as such shareholder's name appears on the register of members of CRIC. If the CRIC shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, these notices must be executed by or for the fiduciary. If the CRIC shares are owned by or for more than one person such notices and petitions must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the notices or petitions for a shareholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the notice, he is acting as agent for the record owner. A person having a beneficial interest in CRIC shares held of record in the name of another person, such as a broker or nominee, must act promptly to cause the record holder to follow the steps summarized above and in a timely manner to perfect whatever Dissenters' Rights attached to the CRIC shares.

If you do not satisfy each of these requirements, you cannot exercise Dissenters' Rights and will be bound by the terms of the Merger Agreement. Submitting a proxy card that does not direct how the CRIC shares represented by that proxy are to be voted will give the proxy discretion to vote as it determines appropriate. In addition, failure to vote your CRIC shares, or a vote against the proposal to authorize, approve and adopt the Merger Agreement and the Plan of Merger and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger, will not alone satisfy the notice requirement referred to above. You must send all notices to China Real Estate Information Corporation, No. 383 Guangyan Road, Shanghai 200072, People's Republic of China.

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If you are considering dissenting, you should be aware that the fair value of your CRIC shares determined under Section 238 of the Cayman Companies Law could be more than, the same as, or less than the $1.75 in cash, without interest (less a 5¢ per CRIC ADS cancellation fee payable by holders of CRIC ADSs pursuant to the CRIC Deposit Agreement), and 0.6 E-House share that you would otherwise receive for each CRIC share in the Merger.

In addition, in any proceedings for determination of the fair value of the CRIC shares covered by a Notice of Dissent, CRIC and E-House intend to assert that the Per Share Merger Consideration of $1.75 in cash and 0.6 E-House share is equal to the fair value of each of your CRIC shares.

The provisions of Section 238 of the Cayman Companies Law are technical and complex. If you fail to comply strictly with the procedures set forth in Section 238, you will lose your Dissenters' Rights. You should consult your Cayman Islands legal counsel if you wish to exercise Dissenters' Rights.

No provision has been made to (1) grant CRIC's shareholders or ADS holders access to corporate files of CRIC and other parties to the proposed Merger or any of their respective affiliates or (2) obtain counsel or appraisal services at the expense of CRIC or any other such party or affiliate.

Surrender of CRIC ADSs

CRIC ADS holders will not have the right to seek appraisal and payment of the fair value of the CRIC shares underlying their ADSs. The CRIC depositary will not attempt to perfect any dissenters' rights with respect to any of the CRIC shares that it holds, even if the ADS holder requests the CRIC depositary to do so. CRIC ADS holders wishing to exercise appraisal rights must surrender their ADSs to the CRIC depositary, pay the CRIC depositary's fees required for such surrender, provide instructions for the registration of the corresponding CRIC shares and become registered holders of CRIC shares by the close of business on April 5, 2012 (New York City time). Thereafter, such former CRIC ADS holders must comply with the procedures and requirements for exercising dissenter and appraisal rights with respect to their shares under Section 238 of the Cayman Companies Law.

JPMorgan Chase Bank, N.A. is the depositary for the CRIC ADS program. If you own CRIC ADSs and wish to exercise appraisal rights, you must surrender your ADSs to the CRIC depositary at its office at 1 Chase Manhattan Plaza, Floor 21, New York, NY 10005; Attention: ADR Administration. Upon your payment to the CRIC depositary of the 5¢ per CRIC ADS cancellation fee, and any other expenses, taxes or charges, such as stamp taxes or stock transfer taxes or fees, the CRIC depositary will arrange for Hong Kong Shanghai Bank Corp., the custodian holding the CRIC shares, to transfer the CRIC shares underlying the ADSs and any other deposited securities underlying the ADSs to such ADS holder or a person designated by such ADS holder. The deadline for surrendering CRIC ADSs to the CRIC depositary for these purposes is 10:30 a.m. on March 29, 2012 (New York City time).

If your CRIC ADSs are held in "street name," you should consult with their broker or custodian.

Financing of the Merger

The obligation of E-House to complete the Merger is not conditioned upon its ability to obtain financing for the Merger. The cash consideration portion of the Merger Consideration will come from E-House's readily available cash and cash equivalents, including cash and cash equivalents from CRIC. Based on a total of 64,547,131 CRIC shares outstanding (other than CRIC shares owned by E-House and CRIC shares which have been issued to the CRIC depositary for CRIC shares issuable upon the exercise of CRIC share options) as of March 21, 2012 and an E-House ADS price of $5.92 per ADS (the closing price of the E-House ADSs on the NYSE on March 20, 2012), E-House estimates that the total dollar value of the Merger Consideration delivered to all CRIC shareholders and ADS holders in the Merger will be $342.1 million, comprised of a total of $112.8 million in cash consideration and a

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total dollar value of $229.3 million in E-House shares. As the trading price of E-House ADSs on the NYSE and the number of CRIC shareholders will likely change between the date of this proxy statement/prospectus and the closing date of the Merger, the total dollar value of the Merger Consideration delivered to all CRIC shareholders and ADS holders in the Merger is likely to change.

Related Party Transactions

See "Related Party Transactions" beginning on page 195 for a summary of the related party transactions involving E-House and CRIC.

Fees and Expenses Relating to the Merger

Fees and expenses incurred or expected to be incurred by CRIC and E-House in connection with the Merger are estimated as of the date of this proxy statement/prospectus to be as follows:

Type of Fee or Expense		Amount ($)

Legal fee and expenses			3,000,000
Financial advisory			1,500,000
Accounting fee and expenses			115,000
Special Committee			100,000
Printing, proxy solicitation and mailing			250,000
Filing			20,737
Miscellaneous			119,263

Total			5,105,000

These fees and expenses will not reduce the Merger Consideration to be received by CRIC's ADS holders. Whether or not the Merger is completed, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated in the Merger Agreement will be paid by the party incurring such expense except as otherwise provided in the Merger Agreement.

Effects on CRIC if the Merger is Not Completed

If the CRIC shareholders do not adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger, or if the Merger is not completed for any other reason, CRIC shareholders and ADS holders will not receive any Merger Consideration nor will the holders of any CRIC share options or CRIC restricted shares receive E-House share options or E-House restricted shares pursuant to the Merger Agreement. In addition, CRIC will remain a publicly traded company. The CRIC ADSs will continue to be listed and traded on the NASDAQ, provided that CRIC continues to meet the NASDAQ's listing requirements. In addition, CRIC will remain subject to SEC reporting obligations. Therefore, CRIC shareholders and ADS holders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of CRIC shares and ADSs.

Under specified circumstances in which the Merger Agreement is terminated, CRIC may be required to pay E-House a termination fee, or E-House may be required to pay CRIC and its affiliates (other than E-House and Merger Sub) a termination fee, in each case, as described under the caption "The Merger Agreement, the Plan of Merger and the Merger—Termination Fee" beginning on page 139.

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SELECTED HISTORICAL FINANCIAL DATA OF E-HOUSE

The table below sets forth the selected historical consolidated statement of operations data of E-House for the five years ended December 31, 2010 and the nine months ended September 30, 2010 and 2011 and the selected consolidated balance sheet data of E-House as of December 31, 2006, 2007, 2008, 2009 and 2010 and September 30, 2011. The selected historical consolidated statement of operations data of E-House for the five years ended December 31, 2010 and the selected consolidated balance sheet data as of December 31, 2006, 2007, 2008, 2009 and 2010 have been derived from the audited historical consolidated financial statements of E-House. E-House's audited historical consolidated financial statements for the three years ended December 31, 2010 are incorporated by reference into this proxy statement/prospectus.

The selected historical consolidated statement of operations data of E-House for the nine months ended September 30, 2010 and 2011 and the selected consolidated balance sheet data as of September 30, 2011 for E-House have been derived from E-House's unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. In the opinion of the management of E-House, the unaudited condensed consolidated financial statements of E-House have been prepared on the same basis as its audited consolidated financial statements and include all adjustments, consisting only of normal and recurring adjustments, that E-House considers necessary for a fair statement of E-House's financial position and operating results for the periods presented.

You should read the following selected historical financial information in conjunction with the audited historical consolidated financial statements of E-House and related notes and "Item 5. Operating and Financial Review and Prospects," which are contained in the annual report on Form 20-F that E-House has previously filed with the SEC and which is incorporated in this proxy statement/prospectus by reference. See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 227 and 228, respectively.

The historical consolidated financial data for E-House has been prepared in accordance with U.S. GAAP. The historical results of E-House do not necessarily indicate results expected for any future periods, and the results of interim periods are not necessarily indicative of the results expected for a full year.

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	For the Years Ended December 31,															For the Nine Months Ended September 30,

	2006			2007			2008			2009			2010			2010			2011
	(in thousands of $, except share, per share, per ADS and ratio information)
Consolidated Statement of Operations Data:
Total revenues		55,999			121,016			154,487			299,538			356,525			231,307			284,226
Cost of revenues		(10,244	)		(23,510	)		(31,856	)		(70,343	)		(104,846	)		(69,581	)		(108,603	)
Selling, general and administrative expenses		(21,322	)		(45,546	)		(77,197	)		(125,721	)		(198,425	)		(133,037	)		(190,716	)
Gain from settlement of pre-existing relationship		—			—			—			2,101			—			—			—
Goodwill impairment charge		—			—			—			—			—			—			(417,822	)

Income (loss) from operations		24,433			51,960			45,434			105,575			53,254			28,689			(432,915	)
Interest expense		(594	)		(622	)		(2,420	)		(216	)		—			—			—
Interest income		206			2,490			3,063			1,039			2,808			2,123			1,948
Other Income (expenses), net		168			199			1,970			8,780			5,589			6,037			(6,723	)

Income (loss) before taxes, and equity in affiliates		24,213			54,027			48,047			115,178			61,651			36,849			(437,690	)
Income tax benefit (expense)		(5,751	)		(10,277	)		(8,713	)		(19,924	)		(12,696	)		(5,324	)		5,120

Income (loss) before equity in affiliates		—			43,750			39,334			95,254			48,955			31,525			(432,570	)
Income (loss) from equity in affiliates		—			—			154			22,128			(279	)		(123	)		(496	)

Net income (loss)		18,462			43,750			39,488			117,382			48,676			31,402			(433,066	)
Less: net income (loss) attributable to non-controlling interest		355			2,024			(88	)		17,104			12,522			8,172			(190,574	)

Net income attributable to E-House shareholders		18,107			41,726			39,576			100,278			36,154			23,230			(242,492	)

Earnings (loss) per ordinary share and ADS⁽¹⁾:
Basic	$	0.27		$	0.62		$	0.48		$	1.26		$	0.45		$	0.29		$	(3.02	)
Diluted	$	0.27		$	0.56		$	0.48		$	1.25		$	0.44		$	0.28		$	(3.02	)
Dividends per ordinary share:
Basic		0.08			—			—			—			0.25			0.25			0.25
Weighted average number of ordinary shares used in per share calculations:
Basic		50,000,000			60,386,083			81,818,972			79,643,079			80,287,171			80,224,258			80,210,915
Diluted		67,372,353			74,555,709			82,110,430			80,456,210			81,302,622			81,160,354			80,210,915
Ratio of earnings to fixed charges⁽²⁾		17.93			23.55			9.77			31.28			12.95			11.21			—
Deficiency⁽³⁾		—			—			—			—			—			—			437,690

(1): Each ADS represents one E-House share.
(2): For purposes of determining the ratio of earnings to fixed charges, earnings have been calculated by adding (1) income from continuing operations before taxes and equity in affiliates and (2) fixed charges (as defined below). Fixed charges are the sum of (1) interest expense, (2) amortised discounts related to liability for exclusive rights with Baidu, Inc. and (3) estimation of interest within rental expenses.
(3): For the nine months ended September 30, 2011, earnings were inadequate to cover fixed charges (as defined in note 2 above). In order to achieve a ratio of earnings to fixed charges of 1.0, additional earnings need to be added, which are referred to as the "deficiency." Deficiency was calculated by subtracting fixed charges from loss from earnings (as defined in note 2 above).

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	As of and for the Years Ended December 31,										As of September 30,

	2006		2007		2008		2009		2010		2011
	(in thousands of $)
Consolidated Balance Sheet Data:
Cash and cash equivalents		24,306		101,148		225,663		548,062		543,818		347,704
Total assets		89,430		329,553		519,913		1,472,125		1,558,267		1,123,049
Total current liabilities		28,751		54,510		108,672		115,147		140,099		133,532
Mezzanine equity		24,828		—		—		—		—		—
Total E-House shareholders' equity		32,370		271,173		403,298		857,766		901,100		652,339
Total shareholders' equity		34,698		274,092		406,990		1,313,320		1,376,640		923,973

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RECENT DEVELOPMENTS RELATING TO E-HOUSE

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF E-HOUSE

The consolidated statement of operations data for E-House for the nine months ended September 30, 2010 and 2011 and the consolidated interim financial information as of September 30, 2011 have been prepared in accordance with U.S. GAAP and have been derived from E-House's unaudited condensed consolidated financial statements included in this proxy statement/prospectus.

Segment Information

E-House had seven operating segments as of September 30, 2011: (1) primary real estate agency services; (2) secondary real estate brokerage services; (3) real estate information and consulting services; (4) real estate online services; (5) real estate advertising services; (6) promotional events services; and (7) real estate fund management. E-House provides real estate consulting, information, online, advertising and promotional event services through CRIC, its majority-owned subsidiary. The real estate advertising services, promotional events services and real estate fund management services did not meet the significance threshold for separate disclosure and have been combined in an "Other Services" segment in the table and discussion below.

The following tables summarize the selected revenue and expense information for E-House's reporting segments for the nine months ended September 30, 2010 and 2011:

Nine Months Ended September 30, 2011	Primary Real Estate Agency Services

	(in thousands of $)
Revenues		112,757		14,817		46,605		90,697		19,350		—		284,226
Cost of revenues		(63,172	)	(1,628	)	(4,008	)	(25,928	)	(13,867	)	—		(108,603	)
Selling, general and administrative expenses		(44,635	)	(20,562	)	(33,120	)	(67,162	)	(5,890	)	(19,347	)	(190,716	)
Goodwill impairment charge		—		—		—		(417,822	)	—		—		(417,822	)

Income (loss) from operations		4,950		(7,373	)	9,477		(420,215	)	(407	)	(19,347	)	(432,915	)
Interest income		579		29		622		558		77		83		1,948
Other income (expense), net		2,546		260		1,929		(432	)	(642	)	(10,384	)	(6,723	)

Income (loss) before taxes and equity in affiliates		8,075		(7,084	)	12,028		(420,089	)	(972	)	(29,648	)	(437,690	)
Income tax benefit (expense)		4,227		(3,708	)	6,296		(1,186	)	(509	)	—		5,120

Income (loss) before equity in affiliates		12,302		(10,792	)	18,324		(421,275	)	(1,481	)	(29,648	)	(432,570	)
Loss from equity in affiliates		(284	)	—		(268	)	(8	)	64		—		(496	)

Net income (loss)		12,018		(10,792	)	18,056		(421,283	)	(1,417	)	(29,648	)	(433,066	)

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Nine Months Ended September 30, 2010	Primary Real Estate Agency Services

	(in thousands of $)
Revenues		113,451		14,069		48,450		41,658		13,679		—		231,307
Cost of revenues		(41,603	)	(657	)	(2,206	)	(18,053	)	(7,062	)	—		(69,581	)
Selling, general and administrative expenses		(29,240	)	(20,794	)	(23,749	)	(37,499	)	(5,825	)	(15,930	)	(133,037	)

Income (loss) from operations		42,608		(7,382	)	22,495		(13,894	)	792		(15,930	)	28,689
Interest income		856		26		889		128		82		142		2,123
Other income (expense), net		1,976		201		2,152		(18	)	548		1,179		6,038

Income (loss) before taxes and equity in affiliates		45,440		(7,155	)	25,536		(13,784	)	1,422		(14,609	)	36,850
Income tax benefit (expense)		(4,701	)	740		(2,642	)	1,426		(147	)	—		(5,324	)

Income (loss) before equity in affiliates		40,739		(6,415	)	22,894		(12,358	)	1,275		(14,609	)	31,526
Loss from equity in affiliates		(123	)	—		—		—		—		—		(123	)

Net income (loss)		40,616		(6,415	)	22,894		(12,358	)	1,275		(14,609	)	31,403

Revenues. E-House's total revenues for the nine months ended September 30, 2011 were $284.2 million, an increase of 22.9% from $231.3 million for the nine months ended September 30, 2010. The increase in total revenues was primarily due to the reasons discussed below.

•: Primary Real Estate Agency Services. Revenues from primary real estate agency services were $112.8 million for the nine months ended September 30, 2011, a slight decrease from $113.5 million for the nine months ended September 30, 2010. This decrease was mainly due to a decrease in the average commission rate from 1.2% for the first nine months of 2010 to 0.9% for the same period of 2011, partially offset by a 24.6% increase in the total transaction value of new properties sold.
•: Secondary Real Estate Brokerage Services. Revenues from secondary real estate brokerage services were $14.8 million for the nine months ended September 30, 2011, an increase of 5.3% from $14.1 million for the nine months ended September 30, 2010. This increase was mainly due to the combined effect of an increase in rental transaction volume as well as an increase in the average unit selling prices, partially offset by a decrease of total transaction value of secondary real estate sold.
•: Real Estate Information and Consulting Services. Revenues from real estate information and consulting services were $46.6 million for the nine months ended September 30, 2011, a slight decrease from $48.5 million for the nine months ended September 30, 2010. The decrease was mainly due to lower land transaction-based consulting fees recognized in the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010.
•: Real Estate Online Services. Revenues from online services were $90.7 million for the nine months ended September 30, 2011, an increase of 117.7% from $41.7 million for the nine months ended September 30, 2010. The increase was primarily due to CRIC's gains in market share in major cities in China after CRIC acquired its online business in October 2009, rapid growth of CRIC's home-furnishing channel and CRIC's offering of additional services on new and expanded online channels, such as the Baidu real estate channels.
•: Other Services. Revenues from other services, including offline advertising and promotional events and fund management, were $19.3 million for the nine months ended September 30, 2011, an increase of 41.5% from $13.7 million for the nine months ended September 30, 2010,

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mainly due to the expansion of CRIC's real estate promotional event services which started in the second quarter of 2010.

Cost of Revenues. Cost of revenues was $108.6 million for the nine months ended September 30, 2011, an increase of 56.1% from $69.6 million for the nine months ended September 30, 2010, primarily due to (1) higher salary expenses for additional sales staff in the primary real estate agency service segment, the addition of real estate promotional event services starting from the second quarter of 2010, the addition of Baidu real estate channels starting from the third quarter of 2010, (2) the additional expenses associated with Baidu's Brand Link products, which CRIC started to offer in August 2011, and (3) the overall business expansion of E-House's real estate online services and real estate promotional event services.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $190.7 million for the nine months ended September 30, 2011, an increase of 43.4% from $133.0 million for the nine months ended September 30, 2010. This increase was primarily due to increases in (1) salary, rental and travel expenses for E-House's primary real estate agency service segment, (2) salary, commission and bonus expenses associated with additional sales and administrative staff and expenses paid to Baidu for CRIC's online business, (3) salary and bonus expenses associated with additional sales and administrative staff for CRIC's information and consulting business, and (4) share-based compensation expenses.

•: Primary Real Estate Agency Services. Selling, general and administrative expenses for primary real estate agency services was $44.6 million for the nine months ended September 30, 2011, an increase of 52.6% from $29.2 million for the nine months ended September 30, 2010. The increase was primarily due to increases in salary expenses, rental expenses and travel expenses which in turn were driven by an increase in employee headcount and the geographic expansion of E-House's business.
•: Secondary Real Estate Brokerage Services. Selling, general and administrative expenses for secondary real estate brokerage services was $20.6 million for the nine months ended September 30, 2011, a decrease of 1.1% from $20.8 million for the nine months ended September 30, 2010. The slight decrease was due to a decrease in the number of secondary real estate brokerage stores that E-House operated during the nine months ended September 30, 2011.
•: Real Estate Information and Consulting Services. Selling, general and administrative expenses for real estate information and consulting services was $33.1 million for the nine months ended September 30, 2011, an increase of 39.5% from $23.7 million for the nine months ended September 30, 2010. The increase was primarily due to an increase in salary and other compensation expenses as a result of additional sales and administrative staff.
•: Real Estate Online Services. Selling, general and administrative expenses for real estate online services were $67.2 million for the nine months ended September 30, 2011, an increase of 79.1% from $37.5 million for the nine months ended September 30, 2010. The increase was primarily due to an increase in salary and other compensation expenses as a result of additional sales and administrative staff and the related office expenses associated with E-House's business expansion.
•: Other Services. Selling, general and administrative expenses for other services were $5.9 million for the nine months ended September 30, 2011, a slight increase from $5.8 million for the nine months ended September 30, 2010.

Goodwill Impairment Charge. A substantial portion of goodwill on E-House's balance sheet relates to the acquisition of CRIC's online unit in 2009. Toward the end of the third quarter of 2011,

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China's real estate market showed signs of further slowdown under the PRC government's continued restrictive policies and further credit tightening. The online unit started to slow down as developers became more pessimistic about increasing sales volume and more cautious with their advertising spending. CRIC believes that this will result in slower than previously expected growth for its online business over the next several years. In addition, CRIC experienced a 49% decline in the price of its ADSs from December 31, 2010 to September 30, 2011. CRIC believed such events represented potential indicators of impairment and accordingly, performed an impairment test for each of its reporting units, which are also CRIC's segments, as of September 30, 2011. CRIC utilized the income approach valuation method. The key assumptions used in the income approach, which requires significant management judgment, include business assumptions, growth rate, terminal value, and discount rate. As a result of this analysis, CRIC concluded that the goodwill associated with its real estate online services reporting unit was impaired and recorded a goodwill impairment charge of $417.8 million during the nine months ended September 30, 2011.

Income (Loss) from Operations. Loss from operations was $432.9 million for the nine months ended September 30, 2011, compared to income from operations of $28.7 million for the nine months ended September 30, 2010. The loss was mainly due to the $417.8 million goodwill impairment charge of CRIC's online business.

Income Tax Benefit (Expense). E-House enjoyed an income tax benefit of $5.1 million for the nine months ended September 30, 2011, while it incurred income tax expenses of $5.3 million for the nine months ended September 30, 2010. The income tax benefit for the nine months ended September 30, 2011 was due to the loss suffered by E-House during that period, and the income tax expense for the nine months ended September 30, 2010 was a result of the income that E-House realized during that period.

Net Income (Loss). Net loss for the nine months ended September 30, 2011 was $433.1 million, compared to net income of $31.4 million for the nine months ended September 30, 2010.

Net Income (Loss) Attributable to E-House Shareholders. Net loss attributable to E-House shareholders for the first nine months ended September 30, 2011 was $242.5 million, compared to net income attributable to E-House shareholders of $23.2 million for the nine months ended September 30, 2010.

Liquidity and Capital Resources

As of September 30, 2011, E-House had $347.7 million in cash and cash equivalents, of which $295.0 million are cash and cash equivalents of CRIC which are consolidated into E-House's financial statements under U.S. GAAP. E-House's cash and cash equivalents consist of cash on hand and liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less that are placed with banks and other financial institutions.

E-House's principal sources of liquidity have been cash generated from its operating activities, capital contributions by its existing shareholders, proceeds from its public offerings of equity securities, proceeds from CRIC's initial public offering and borrowings from third-party lenders. E-House currently anticipates that it will be able to meet its needs to fund its operations and capital expenditures for at least the next twelve months with operating cash flow and the cash balances it will have upon completion of the Merger. Upon completion of the Merger, E-House will have less cash and cash equivalents as a result of payment of the cash portion of the Merger Consideration to CRIC shareholders and ADS holders, and it is possible that if E-House needs additional cash resources, additional financing, including equity offering and debt financing in the capital markets, will only be available to E-House in amounts or on terms that would not be acceptable to it or may not be available at all. For more information, see "Risk Factors—Risks Related to the Merger—As a result of

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the payment of the cash portion of the Merger Consideration to CRIC ADS holders and CRIC shareholders upon completion of the Merger, E-House will have substantially less cash and cash equivalents, which may materially and adversely impact E-House's ability to pursue opportunities for investment, acquisition, strategic alliance or other similar actions which may arise in the near future" beginning on page 25.

E-House typically settles the payment of its commissions with its developer clients at the end of a sales period, which typically lasts several months. Therefore, E-House's working capital levels are affected by the lag between the time E-House makes sales and the time E-House collects the commissions owed to it. This is reflected in the accounts receivable and has from time to time resulted in negative operating cash flows. Under some of the sales agency agreements E-House enters into, E-House is required to pay deposits to the developer customer prior to the commencement of sales. The payment of such deposits affects the cash position and liquidity. E-House expects to continue from time to time to enter into contracts with developers requiring it to pay deposits, which could have a material effect on its liquidity position. For more information, see "Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—Our results of operations and cash flows may fluctuate due to seasonal variations in the real estate market, the non-recurring nature of our primary real estate agency services, billing cycles, unpredictable development cycles and advance cash deposits." in E-House's annual report on Form 20-F for the fiscal year ended December 31, 2010. As E-House continues to expand the scale of its business, its working capital requirements are expected to increase as well.

Cash Flows

The following table sets forth a summary of E-House's cash flows for the periods indicated:

	For the Nine Months Ended September 30,

	2010			2011
	(in thousands of $)
Net cash used in operating activities		(14,634	)		(79,971	)
Net cash used in investing activities		(26,889	)		(53,424	)
Net cash used in financing activities		(26,428	)		(68,155	)
Net decrease in cash and cash equivalents		(62,650	)		(196,114	)
Cash and cash equivalents at beginning of the period		548,062			543,818
Cash and cash equivalents at end of the period		485,412			347,704

Net cash used in operating activities was $80.0 million for the nine months ended September 30, 2011, primarily due to a net loss of $433.1 million, a $49.3 million increase in customer deposits and a $ 43.8 million increase in accounts receivable, a $17.5 million decrease in income tax payable and a $8.5 million increase in prepaid expenses and other current assets. The principal non-cash items accounting for the difference between E-House's net loss and its net cash used in operating activities for the nine months ended September 30, 2011 were a $417.8 million goodwill impairment charge relating to CRIC's online business, $23.9 million depreciation and amortization expenses, $23.6 million share-based compensation expenses and a $10.0 million unrealized loss on marketable securities.

Net cash used in investing activities was $53.4 million for the nine months ended September 30, 2011, primarily due to $19.3 million used for purchase of property and equipment and intangible assets, $16.4 million investment in affiliates and $16.3 million used for purchase of subsidiaries. For details of the acquired subsidiaries, see Footnote 5 ("Acquisitions of Subsidiaries and Non-controlling Interest") to E-House's unaudited condensed consolidated financial statements for the nine months ended September 30, 2010 and 2011.

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Net cash used in financing activities was $68.2 million for the nine months ended September 30, 2011, primarily due to share repurchases by E-House and CRIC in the aggregate amounts of $18.5 million and $29.9 million, respectively, and the declaration and payment of a cash dividend to E-House shareholders in the second quarter of 2011 in the aggregate amount of $20.2 million.

Capital Expenditures

Cash capital expenditures were $19.3 million as of September 30, 2011, while as of September 30, 2010 cash capital expenditures were $8.4 million. The increase in capital expenditures as of September 30, 2011 was primarily due to $9.4 million in payments to Baidu, Inc. for the exclusive right to sell its Brand Link products and to build and operate its web channels during this period.

Contractual Obligations

The following table sets forth E-House's contractual obligations as of September 30, 2011:

	Payment Due by Period

	Total		within 2011		2012—2013		2014—2015		After 2015
	(in thousands of $)
Operating lease obligations		44,409		2,299		26,346		6,831		8,933
Liability for exclusive rights with Baidu		37,766		—		31,472		6,294		—

Total		82,175		2,299		57,818		13,125		8,933

E-House's operating lease obligations relate to its obligations under lease agreements with lessors of its corporate offices and secondary real estate brokerage services storefronts. The liability for exclusive rights with Baidu relates to CRIC's exclusive rights to sell Baidu's real estate related Brand Link product and to build and operate Baidu's real estate and home furnishing related channels.

Off-Balance Sheet Arrangements

As of September 30, 2011, E-House has not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. E-House has not entered into any derivative contracts that are indexed to its shares and classified as shareholder's equity, or that are not reflected in E-House's consolidated financial statements. Furthermore, E-House does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. E-House does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to E-House or engages in leasing, hedging or research and development services with E-House.

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SELECTED HISTORICAL FINANCIAL DATA OF CRIC

The table below sets forth the selected historical consolidated statement of operations data of CRIC for the five years ended December 31, 2010 and the nine months ended September 30, 2010 and 2011 and the selected consolidated balance sheet data of CRIC as of December 31, 2007, 2008, 2009 and 2010 and September 30, 2011.

The selected historical consolidated statement of operations data of CRIC for the three years ended December 31, 2010 and the selected consolidated balance sheet data as of December 31, 2009 and 2010 have been derived from the audited historical consolidated financial statements of CRIC included elsewhere in this proxy statement/prospectus. The selected historical consolidated statement of operations data of CRIC for the fiscal years ended December 31, 2006 and 2007 and the selected consolidated balance sheet data as of December 31, 2007 and 2008 have been derived from the audited historical consolidated financial statements of CRIC not included in this proxy statement/prospectus.

The selected historical consolidated statement of operations data for CRIC for the nine months ended September 30, 2010 and 2011 and the selected consolidated balance sheet data as of September 30, 2011 for CRIC have been derived from CRIC's unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. In the opinion of the management of CRIC, the unaudited condensed consolidated financial statements of CRIC have been prepared on the same basis as its audited consolidated financial statements and includes all adjustments, consisting only of normal and recurring adjustments, that CRIC considers necessary for a fair statement of CRIC's financial position and operating results for the period presented.

CRIC's financial statements before its initial public offering in October 2009 include allocations of costs from certain corporate and shared services functions provided to CRIC by E-House, including general corporate and shared services and expenses. These allocations were made using a proportional cost allocation method based on revenues, expenses and headcount as well as estimates of actual time spent on the provision of services attributable to CRIC, and have been included in CRIC's financial statements.

You should read the following selected historical financial information in conjunction with the audited historical consolidated financial statements of CRIC and related notes included in this proxy statement/prospectus and "Operating and Financial Review and Prospects of CRIC" in this proxy statement/prospectus.

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The selected historical consolidated financial data for CRIC has been prepared in accordance with U.S. GAAP. The historical results of CRIC do not necessarily indicate results expected for any future periods, and the results of interim periods are not necessarily indicative of the results expected for a full year.

	For the Years Ended December 31,															For the Nine Months Ended September 30,

	2006			2007			2008			2009			2010			2010			2011
	(in thousands of $, except share, per share, per ADS and ratio information)
Consolidated Statement of Operations Data
Total revenues		5,395			8,195			50,049			95,654			174,154			111,765			168,421
Cost of revenues		(214	)		(895	)		(2,897	)		(12,810	)		(41,010	)		(27,321	)		(43,806	)
Selling, general and administrative expenses		(2,198	)		(4,985	)		(19,820	)		(48,049	)		(109,089	)		(74,332	)		(114,836	)
Gain from settlement of pre-existing relationship		—			—			—			2,101			—			—			—
Goodwill impairment charge		—			—			—			—			—			—			(417,822	)

Income (loss) from operations		2,983			2,315			27,332			36,896			24,055			10,112			(408,043	)
Interest income		23			193			420			279			1,727			1,233			1,332
Other income (expense), net		—			(157	)		(1,341	)		2,725			3,174			3,032			626

Income (loss) before taxes and equity in affiliates		3,006			2,351			26,411			39,900			28,956			14,377			(406,085	)
Income tax expense (benefit)		(894	)		(285	)		(4,721	)		(6,307	)		(2,791	)		1,379			(4,016	)

Income (loss) before equity in affiliates		2,112			2,066			21,690			33,593			26,165			15,756			(410,101	)
Income (loss) from equity in affiliates		—			—			154			22,016			(276	)		—			(212	)

Net income (loss)		2,112			2,066			21,844			55,609			25,889			15,756			(410,313	)
Less: net income (loss) attributable to non- controlling interests		—			—			(318	)		7			(52	)		(234	)		1,042

Net income (loss) attributable to CRIC shareholders		2,112			2,066			22,162			55,602			25,941			15,990			(411,355	)

Earnings (loss) per ordinary share and ADS⁽¹⁾
Basic	$	0.03		$	0.03		$	0.31		$	0.64		$	0.18		$	0.11		$	(2.89	)
Diluted	$	0.03		$	0.03		$	0.31		$	0.63		$	0.18		$	0.11		$	(2.89	)
Weighted average number of ordinary shares used in per share calculations⁽²⁾
Basic		71,522,222			71,522,222			71,522,222			86,610,265			143,288,987			143,170,566			142,185,703
Diluted		71,522,222			71,522,222			71,522,222			88,264,301			146,193,046			145,899,082			142,185,703
Ratio of earnings to fixed charges⁽³⁾		450.78			53.62			96.01			37.39			15.25			11.21			—
Deficiency⁽⁴⁾		—			—			—			—			—			—			406,085

(1): Each ADS represents one CRIC share.
(2): Upon incorporation, CRIC had 500,000,000 ordinary shares authorized, 1,000 ordinary shares issued and outstanding with a par value of $0.0001 per share, all of which were held by E-House. On January 1, 2009, CRIC issued an additional 99,999,000 ordinary shares to E-House at par value of $0.0001 per share. On August 29, 2009, CRIC effected a reverse share split whereby all of CRIC's issued and outstanding 100,000,000 ordinary shares of a par value of $0.0001 each were converted into 50,000,000 ordinary shares of $0.0002 par value each and the number of CRIC's authorized shares were reduced from 500,000,000 to 250,000,000. On September 28, 2009, CRIC issued 21,522,222 additional ordinary shares at par value of $0.0002 per share to E-House. Both the reverse share split and the new share issuance to E-House have been retroactively reflected for all periods presented with respect to CRIC's financial statements.

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(3): For purposes of determining the ratio of earnings to fixed charges, earnings have been calculated by adding (1) income from continuing operations before taxes and equity in affiliates and (2) fixed charges (as defined below). Fixed charges are the sum of (1) amortized discounts related to liability for exclusive rights with Baidu, Inc. and (2) estimation of interest within rental expenses.
(4): For the nine months ended September 30, 2011, earnings were inadequate to cover fixed charges (as defined in note 3 above). In order to achieve a ratio of earnings to fixed charges of 1.0, additional earnings need to be added, which are referred to as the "deficiency." Deficiency was calculated by subtracting fixed charges from earnings (as defined in note 3 above).

	As of December 31,								As of September 30,

	2007		2008		2009		2010		2011
	(in thousands of $)
Consolidated Balance Sheet Data:
Cash and cash equivalents		26,411		25,791		311,067		340,720		295,040
Total assets		30,823		83,750		1,020,091		1,083,923		733,576
Total current liabilities		1,105		14,926		35,638		52,516		92,143
Total CRIC shareholders' equity		29,718		65,656		941,213		988,320		573,162
Total shareholders' equity		29,718		66,511		942,421		991,438		578,052

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RECENT DEVELOPMENTS RELATING TO CRIC

Set forth in the paragraph below is selected unaudited condensed consolidated statement of operations data for CRIC for the three months ended December 31, 2010 and December 31, 2011. The unaudited condensed consolidated statement of operations data has been prepared on the same basis as CRIC's audited consolidated financial statements. The unaudited condensed consolidated statement of operations data reflects all adjustments, consisting only of normal and recurring adjustments, which CRIC considers necessary for a fair statement of its financial position and operating results for the periods presented. CRIC's audited financial statements for the year ended December 31, 2011 are not yet available as of the date of this proxy statement/prospectus, and when such audited financial statements become available, the audited results of CRIC for the year ended December 31, 2011 may differ from the results obtained by adding (1) the selected unaudited condensed consolidated statement of operations data of CRIC for the nine months ended September 30, 2011 included elsewhere in this proxy statement/prospectus and (2) the selected unaudited condensed consolidated statement of operations data of CRIC for the three months ended December 31, 2011 which appears in the paragraph below.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF CRIC

You should read the following discussion and analysis of CRIC's financial condition and results of operations in conjunction with CRIC's audited consolidated financial statements for the three years ended December 31, 2010 and as of December 31, 2009 and 2010 and CRIC's unaudited condensed consolidated financial statements for the nine months ended September 30, 2010 and 2011 and as of September 30, 2011, which are included elsewhere in this proxy statement/prospectus.

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. CRIC's actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, among others, those set forth under "Item 3. Key Information—D. Risk Factors" of CRIC's annual report on Form 20-F for the year ended December 31, 2010, and in the section of this proxy statement/prospectus headed "Risk Factors."

Overview

CRIC is a leading provider of real estate information and consulting services, real estate advertising services, real estate promotional event services and real estate online services in China.

CRIC operates its proprietary CRIC system, which is an advanced and comprehensive real estate information database and analysis system. Prior to July 2006, the CRIC system had been used as an internal resource to support E-House's real estate agency and brokerage services as well as information and consulting services. E-House began to commercialize the CRIC system in July 2006 by selling subscriptions through Shanghai CRIC Information Technology Co., Ltd. ("Shanghai CRIC"), and Shanghai CRIC (and later CRIC) has generated revenues from real estate information services since then. E-House began offering and generating revenues from real estate consulting services through various subsidiaries between 2002 and 2005, and, beginning in 2006, these services have been provided through CRIC's main operating subsidiary, Shanghai CRIC.

Capitalizing on CRIC's proprietary CRIC system and its dedicated real estate research and development team, CRIC provides a broad range of real estate-related services, including subscription-based information services, customized consulting services and, since 2008, advertising services serving different industry participants. CRIC also started offering real estate promotional event services through Shanghai Dehu PR Consulting Co., Ltd. ("Shanghai Dehu"), in which CRIC acquired a 55% interest in April 2010. CRIC generates revenues from subscription fees for its real estate information services, consulting fees for its real estate consulting services and fees for its real estate advertising design, sales and promotional event services. CRIC's major clients for information, consulting, advertising and promotions event services primarily include real estate developers in China.

Immediately upon the completion of CRIC's initial public offering in October 2009, CRIC acquired SINA's real estate online business and SINA became a significant shareholder of CRIC. Through the business CRIC acquired from SINA, CRIC operates a leading real estate online business in China that provides region-specific real estate news and information, property data and access to online communities via local websites covering 174 cities across China as of September 30, 2011. Leveraging SINA's strong brand recognition and market influence in China's online space and its large user base, CRIC's real estate online business enables real estate advertisers to reach target audiences in most of China's major cities.

In connection with CRIC's acquisition of SINA's real estate online business, CRIC acquired certain intangible assets from SINA and granted options to certain employees of SINA who joined CRIC. As a result, CRIC incurred substantial non-cash charges arising from amortization of intangible assets recorded at fair value and share-based compensation, which amounted to $7.2 million and $28.6 million in 2009 and 2010, respectively, and $21.5 million and $21.9 million for the nine months ended

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September 30, 2010 and 2011, respectively. In the event the Merger is not consummated, CRIC anticipates such non-cash charges will continue to materially and adversely affect CRIC's results of operations.

Factors Affecting CRIC's Results of Operations

CRIC's operating results are subject to general conditions typically affecting the real estate services industry in China, including:

•: changes in governmental policies and laws affecting real estate and real estate financing;
•: economic growth and development across different regions of China;
•: supply of and demand for housing and other types of property in local markets;
•: government policies on online advertising;
•: the perceived effectiveness of online advertising as compared to advertising in more traditional media;
•: entry barriers and competition from other real estate services companies; and
•: increases in operating costs and expenses due to inflation and other factors.

Unfavorable changes in any of these general conditions could negatively affect real estate transaction volume and developers' demand for project-related consulting services and online advertising services and otherwise materially and adversely affect CRIC's results of operations. However, CRIC's operating results are more directly affected by company-specific factors, including CRIC's revenue growth and CRIC's ability to effectively manage its operating costs and expenses.

Revenues. In 2008, 2009 and 2010, CRIC generated total revenues of $50.0 million, $95.7 million and $174.2 million, respectively, and for the nine months ended September 30, 2010 and 2011, CRIC generated total revenues of $111.8 million and $168.4 million, respectively. CRIC's revenues are presented net of PRC business taxes and related surcharges and agency rebates.

Following the acquisition of Tian Zhuo in 2008 and the acquisition of SINA's real estate online business in 2009, CRIC has derived its revenues from three reporting segments: (1) real estate information and consulting services, (2) real estate online services, and (3) other services, including real estate advertising services and promotional event services. The table below sets forth the contribution to CRIC's total revenues from these three reporting segments. As illustrated in the table, revenues from real estate online services have increased significantly in recent periods.

	Year Ended December 31,												Nine Months Ended September 30,

	2008				2009				2010				2010				2011
	US$		%		US$		%		US$		%		US$		%		US$		%
	(in thousands, except for percentages)
Real Estate Information and Consulting Services		49,116		98.1%		68,045		71.1%		87,567		50.3%		57,226		51.2%		58,573		34.8%
Real Estate Online Services		—		—		13,830		14.5%		66,855		38.4%		41,695		37.3%		91,011		54.0%
Other Services		933		1.9%		13,779		14.4%		19,732		11.3%		12,844		11.5%		18,837		11.2%

Total Net Revenues		50,049		100.0%		95,654		100.0%		174,154		100.0%		111,765		100.0%		168,421		100.0%

Real Estate Information and Consulting Services. E-House began to sell subscriptions to CRIC's proprietary CRIC system in July 2006. These subscriptions allow subscribers to search information in

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the CRIC system and generate analytical reports. At the beginning of 2009, CRIC launched an upgraded version of the CRIC system which allows subscribers to access the CRIC system through Internet from their own computers by installing a logon interface software. Given that each subscriber account can only be used on one computer, clients that require access to CRIC's system from multiple computers need to set up and pay for multiple subscription accounts. Subscription fees vary depending on the number of terminals and number of cities covered. CRIC receives subscription fees on an annual basis starting at the beginning of the subscription period and recognize revenues ratably over the subscription period. CRIC is investing its resources in the development of more premium and customized subscription packages. Revenues from CRIC's real estate information services depend primarily on the number of subscriptions to the CRIC system and unit subscription fees. The number of subscriptions CRIC sells is in turn affected by the number of active real estate projects and developers at any given time as well as by CRIC's marketing and brand promotion efforts and the quality and usefulness of CRIC's database. CRIC continually updates and expands the information in its CRIC system, both by adding more data on projects in the cities that CRIC covers and by increasing the number of cities that it covers, in order to meet its clients' needs on a timely basis.

CRIC provides real estate consulting services to customers in relation to land acquisition and property development. In certain instances, CRIC agrees to a consulting arrangement under which payment is contingent upon the delivery of a final product, such as closing a land acquisition transaction or providing a market study report. CRIC recognizes revenue under such arrangements upon delivery of the final product, assuming customer acceptance has occurred and the fee is no longer contingent. The timing of recognition may cause fluctuations in CRIC's quarterly revenues if all of the revenues under a contract are recognized at one point in time. In other instances, CRIC provides services periodically during the development stage of a real estate project, such as monthly market updates. The contractual period for such arrangements is usually between one and twelve months with revenue being recognized ratably over such period.

Revenues from CRIC's real estate consulting services are significantly affected by the number of major real estate developer clients CRIC has and the scope and depth of consulting services they require from CRIC. Generally, CRIC maintains business relationships with national and regional real estate developers' local subsidiaries or branches, and enters into individual contracts with each subsidiary or branch. However, in limited cases, such as CRIC's relationship with Evergrande, CRIC maintains the business relationship with the headquarters of the real estate developer.

CRIC has been working with Evergrande, a large developer in China, since December 2007, when CRIC Shanghai entered into a strategic cooperation agreement with a term of one year with Evergrande. CRIC renewed the agreement for another one year term in December 2008. In December 2009, CRIC was engaged as the exclusive provider of real estate information system and market consulting services to 47 of Evergrande's real estate projects under development and a certain land acquisition project. For each of the projects for which Evergrande has engaged CRIC for information and market consulting services or land acquisition consulting services, CRIC's subsidiary, Shanghai CRIC, entered into a real estate information and market consulting service agreement with a project development company owned by or affiliated with Evergrande. In January 2011, CRIC was again contracted to provide real estate information, consulting and online services for Evergrande's projects throughout China.

CRIC's top three developer clients in 2008, namely Evergrande, Shanghai Urban Development (Group) Co., Ltd. and Sky East Resources Ltd. (including their subsidiaries and branches), accounted for 56.6%, 15.6% and 10.3%, respectively, of CRIC's total revenues in the year ended December 31, 2008, while no other client accounted for more than 10% of CRIC's total revenues during 2008. CRIC's top two developer clients in 2009, namely Evergrande and Shanghai Jinluodian Development Co., Ltd. accounted for 29.7% and 11.3%, respectively, of CRIC's total revenues in the

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year ended December 31, 2009, while no other client accounted for more than 10% of CRIC's total revenues during 2009. In 2010, CRIC's top developer client was Evergrande, which accounted for 13.6% of CRIC's total revenues for the year ended December 31, 2010. No other client accounted for more than 10% of CRIC's total revenues during such period. No client accounted for more than 10% of CRIC's total revenues for the nine months ended September 30, 2011. See "Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—To date, a limited number of real estate developers have contributed a substantial portion of our revenues due to the large size of their contracts with us; if we fail to continue to secure large contracts from existing, new or former clients, this could materially and adversely impact our revenues, results of operations and financial condition, or contribute to large fluctuations in our revenues, which may make it difficult to predict our results of operations from period to period" in CRIC's annual report on Form 20-F for the year ended December 31, 2010.

Real estate online services. CRIC generates online revenues principally from online advertising, sponsorship arrangements and, to a lesser extent, hosting arrangements. Online advertising allows advertisers to place advertisements on particular areas of CRIC's websites and SINA's non-real estate channels in particular formats, such as banners and logos, and over particular lengths of time. Sponsorship arrangements allow advertisers to sponsor a particular area on CRIC's websites and SINA's non-real estate channels in exchange for a fixed payment over the contract period. As is customary in the advertising industry, CRIC offers rebates to advertising agencies if they achieve certain revenue targets. Revenues are recognized net of these agency rebates. For the period from the date when CRIC acquired SINA's real estate online business through December 31, 2009, a substantial majority of CRIC's advertising revenues were derived from sales to advertising agencies, with approximately 70%, of the revenues attributable to sales to CRIC's top three advertising agency clients, namely Beijing Jiahua Hengshun Media Advertising Co., Ltd., Shanghai Hongbo Culture Communication Co., Ltd. and Shanghai Xindu Advertising Media Co., Ltd. For the year ended December 31, 2010, Beijing Jiahua Hengshun Media Advertising Co., Ltd. accounted for 9.1% of CRIC's total revenue. However, CRIC discontinued business with Shanghai Hongbo Culture Communication Co., Ltd. and Shanghai Xindu Advertising Media Co., Ltd., as CRIC made the decision to turn its online business in Shanghai into a direct operation, including sales functions. No advertising agencies accounted for more than 10% of CRIC's total revenue in 2010 and for the nine months ended September 30, 2011. CRIC's real estate online revenues also include revenues from hosting arrangements, which are derived from outsourcing certain regional websites to local business partners for a fixed term. With the launch of the Baidu real estate channels in August 2010 through CRIC's four-year alliance with Baidu, CRIC also started to generate online revenues through a search-result-oriented model. Clients will pay CRIC for generating inquiry phone calls to their sales offices through CRIC's websites and related set-up, maintenance and updates of project/unit information on CRIC's websites. CRIC has also started to generate online revenues through selling Baidu's real estate Brand Link products to real estate developers in China beginning in 2011. Although revenues from the sales of Baidu's real estate Brand Link products were not material in the first nine months ended September 30, 2011, going forward, CRIC expects to generate time-based revenues from Brand Link products on a pro-rata basis over the contractual term commencing on the date the client's Brand Link product is displayed.

CRIC believes that demand for advertising on real estate-related websites comes primarily from real estate developers. Real estate market conditions will affect both the number of new real estate development projects and the willingness of developers to spend money advertising those projects. The demand among potential purchasers and renters for access to real estate listings and other information on real estate will help drive website traffic, and this demand will be affected by the need for housing, the affordability of housing and expectations about returns on investments in real estate. Website traffic affects the rates that CRIC can charge advertisers by serving as an indicator of the popularity of the

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website and its ability to deliver the advertisement to the target audience. Historically, in China's online real estate advertising market, the first quarter is usually slower than the other three quarters due to winter and the Chinese New Year holidays.

Other Services. CRIC's other services include real estate advertising and promotional event services. CRIC began offering real estate advertising design and resale services to real estate developers in 2008 through its consolidated affiliated entity in China, Tian Zhuo, and Tian Zhuo's subsidiaries. In September 2008, CRIC acquired a 60% interest in Wushi Advertising, which provides real estate advertising design services to developers. CRIC currently provide real estate advertising design services in 13 cities in China. In addition, beginning in 2009, CRIC started providing advertising resale services by making wholesale purchases of advertising space in print and other media in Shanghai and reselling them to CRIC's developer clients.

CRIC began offering promotional event services through Shanghai Dehu in April 2010 when it acquired 55% equity interest in that entity for $0.8 million. CRIC's promotional event services include, but are not limited to, securing venues, hiring caterers and other various service providers, formulating event themes and inviting speakers and guests for real estate promotional events.

Revenues from CRIC's advertising design services are significantly affected by real estate market conditions, CRIC's ability to generate creative and effective advertising designs to meet its developer clients' needs, and CRIC's marketing efforts. Revenues from CRIC's advertising resale services are significantly affected by real estate market conditions, CRIC's willingness and ability to purchase and resell a large number of advertising spaces from print and other media and CRIC's relationship with its developer clients. Revenues from CRIC's promotional event services are significantly affected by real estate market conditions, clients' promotional budgets and the perceived effectiveness of the promotional events and of CRIC's services.

Cost of Revenues. CRIC's cost of revenues for real estate information and consulting services primarily consists of sales commission and costs incurred to develop, maintain and update the CRIC system, including the cost to purchase or license data from third-party sources, personnel-related costs and associated equipment depreciation. CRIC must continually revise the data on the cities that it covers because the market is always changing and CRIC's subscribers demand up-to-date information. Expanding the geographical coverage of the CRIC system to a new city tends to increase CRIC's cost of revenues before it increases its revenues, as CRIC incurs upfront costs to purchase or generate additional data to make the database attractive and useful to developers in that city, and it also increases CRIC's costs for updating the data on the system going forward. CRIC's growth also causes it to incur more costs for system maintenance as the number of subscribers using the CRIC system increases.

Cost of revenues for real estate online services consists of costs associated with the production of websites, including fees paid to third parties for Internet connection, content and services, personnel-related costs, amortization of intangible assets and equipment, depreciation associated with website production equipment, fees paid to SINA for advertising inventory on non-real estate channels and amortization of the exclusive right with Baidu. Under the SINA advertising agency agreement, CRIC has the exclusive right to sell advertising to real estate, home furnishing and construction materials advertisers on SINA's non-real estate channels, subject to certain limitations on the amount of advertising that may be sold by CRIC. Fees payable to SINA are based on the amount of advertising sold.

Cost of revenues for CRIC's other services, namely real estate advertising and promotional event services, includes fees paid to third parties for services directly related to advertising design, the cost incurred to acquire advertising space to resell, the salaries of sales and support staff and fees paid to third parties for services related to CRIC's promotional event services, such as rental and catering fees.

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Selling, General and Administrative Expenses. CRIC's selling, general and administrative expenses primarily consist of compensation and benefits for CRIC's corporate office employees, consultant expenses, costs associated with enhancement to and maintenance of websites, new product development and product enhancements, sales commissions, marketing and advertising expenses, travel expenses and rental expenses, among others. CRIC's selling, general and administrative expenses also include share-based compensation expenses, as described below. CRIC expects that its selling, general and administrative expenses will increase as it hires additional personnel and incurs additional costs in connection with the expansion of its business.

Share-Based Compensation Expenses. CRIC's selling, general and administrative expenses also include share-based compensation expenses. CRIC has adopted a share incentive plan and has granted options and restricted shares under the plan. CRIC recognizes share-based compensation expenses over the vesting period of the award based on the fair value of the award on the grant date, net of expected forfeitures. A change in the amount of share-based compensation expenses will primarily affect CRIC's net income, earnings per share and operating expenses.

The following table summarizes the options and restricted shares CRIC granted to its directors, officers and employees and certain of E-House's employees that remained outstanding as of September 30, 2011.

Options

Grant Date			Exercise Price

January 1, 2009	4,604,280	⁽¹⁾	$	3.00
July 15, 2009	878,622		$	6.00
July 30, 2009	300,000		$	6.00
September 24, 2009	1,263,001		$	8.00
March 10, 2011	2,575,000		$	7.02

(1): Options to purchase 756,000 ordinary shares granted on January 1, 2009 were later modified on July 15, 2009. The number of these options was reduced to 251,500 and the vesting schedule was shortened to one to two year from two to four year subsequent to the original grant date.

Restricted Shares

Grant Date			Grant Price

July 30, 2009	125,000	⁽¹⁾	$	3.00
July 30, 2009	25,000	⁽²⁾	$	6.00

(1): 250,000 of these options were surrendered for cancellation on July 30, 2009, in exchange for the same number of restricted shares having the same vesting schedule and a purchase price equal to the original option exercise price. 125,000 of these restricted shares remained outstanding as of September 30, 2011.
(2): 50,000 of these options were surrendered for cancellation on July 30, 2009, in exchange for the same number of restricted shares having the same vesting schedule and a purchase price equal to

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the original option exercise price. 25,000 of these restricted shares remained outstanding as of September 30, 2011.

CRIC used the binomial model to estimate the fair value of the options. The assumptions used in the binomial model included 3.36% weighted average risk-free rate of return, 10-year contractual life of option, 68.93% weighted average estimated volatility rate and no dividend yield. The weighted-average grant-date fair value of the options was $3.83 per share. For the nine months ended September 30, 2011, CRIC recorded compensation expense of $6.7 million for the share options granted to CRIC's employees and recorded dividends to E-House of $1.3 million for the options granted to E-House's employees. CRIC recorded dividends to E-House of $135,240 for restricted shares granted to E-House's employees for the nine months ended September 30, 2011.

Determining the fair value of options and CRIC shares requires making complex and subjective judgments. In assessing the fair value of the CRIC shares prior to CRIC's initial public offering, CRIC considered the following principal factors:

•: the nature of CRIC's business and the contracts and agreements relating to its business;
•: the global economic outlook in general and the specific economic and competitive elements affecting CRIC's business;
•: the nature and prospects of the real estate service industry in China;
•: the growth of CRIC's operations; and
•: CRIC's business risks.

CRIC used the income approach to assess the fair value of the CRIC shares as of the date of the option grant on a contemporaneous basis. The income approach resulted in a fair value of the CRIC shares at $2.90, $6.89 and $7.43 per share as of January 1, July 15 and July 30, 2009, respectively.

The income approach involved applying appropriate discount rates to estimated cash flows that were based on CRIC's earnings forecasts. The major assumptions used by the independent appraiser in deriving the fair value of the CRIC shares were consistent with CRIC's business plan and major milestones that CRIC achieved. Other major assumptions used in determining the fair value of the CRIC shares as of January 1, July 15 and July 30, 2009 included the following:

•: weighted average costs of capital of 21.41%, 18% and 18% were used for options granted on January 1, July 15 and July 30, 2009, respectively. This was the combined result of the changes in risk-free rate and industry average beta and the decrease in CRIC's company-specific risks; and
•: discount for lack of marketability of 22.18%, 11.95% and 9.47% was used for options granted on January 1, July 15 and July 30, 2009, respectively. This took into consideration CRIC's then pending initial public offering.

CRIC also used other general assumptions, including the following: no material changes in the existing political, legal, fiscal and economic conditions and real estate industry in China; CRIC's ability to retain competent management and key personnel to support its ongoing operations; and no material deviation in market conditions from economic forecasts.

An estimated fair value of the CRIC shares of $12.80 per share (the median of the target CRIC initial public offering price range) was used in connection with CRIC's determination of the fair value of the options granted on September 24, 2009.

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The fair value of the CRIC shares underlying the CRIC share options was determined on the current trading price of the CRIC ADSs on the NASDAQ subsequent to CRIC's initial public offering.

A market price of $7.02 per CRIC share was used in connection with CRIC's determination of the fair value of the options granted on March 10, 2011.

In October 2009, after the completion of CRIC's initial public offering and CRIC's acquisition of SINA's real estate online business, CRIC granted options to purchase 3,609,000 CRIC shares to certain employees of SINA and China Online Housing Technology Corporation ("COHT") to replace the same number of options of COHT they held at that time. The terms of these options are similar to those of the options of COHT held by such employees. CRIC used the binomial model to estimate the fair value of the options. The assumptions used in the binomial model included 2.47% average risk-free rate of return, 5.2-year contractual life of option, 63.18% estimated volatility rate and no dividend yield. The weighted-average grant-date fair value of the options was $11.44 per share. CRIC recorded compensation expense of $2.2 million for the period from the date of acquisition of SINA's real estate online business to December 31, 2009 and $8.7 million for 2010. For the nine months ended of September 30, 2010 and 2011, $6.5 million and $ 6.6 million compensation expenses were recorded. Unrecognized compensation expense in the total amount of $10.3 million is expected to be recognized over a weighted-average requisite service period of approximately one year commencing on October 1, 2011.

Other Income. CRIC generates interest income from the cash and cash equivalents that its holds in bank accounts. The amount of interest is subject to prevailing interest rates. CRIC may generate foreign exchange gain or loss if it holds U.S. dollar-denominated cash and cash equivalents in an entity with a different functional currency, such as the Hong Kong dollar (in the case of CRIC's BVI subsidiaries) or the RMB (in the case of CRIC's PRC subsidiaries).

Taxation

CRIC is incorporated in the Cayman Islands. Under the current law of the Cayman Islands, CRIC is not subject to income or capital gains tax. CRIC's subsidiaries in the British Virgin Islands are not subject to income or capital gains tax either. CRIC's subsidiaries in Hong Kong are subject to a profit tax at the rate of 16.5% on assessable profit determined under relevant Hong Kong tax regulations; prior to 2008, this rate had been 17.5%.

The EIT Tax Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises in the PRC, except where an enterprise meets the conditions for a tax incentive. Shanghai SINA Leju Information Technology Co., Ltd. ("Shanghai SINA Leju") was recognized as a qualified software enterprise in February 2009 and was further approved by the local tax authority on June 17, 2009, and, thus, became eligible to be exempted from income tax for 2009, followed by a 50% reduction in income tax from 2010 through 2012. Shanghai CRIC was also granted software enterprise status in September 2008 and was further approved by the local tax authority on May 19, 2010 to become qualified to be exempted from income tax for 2009, followed by a 50% reduction in income tax from 2010 through 2012. Qualified software enterprise status is subject to annual review.

In addition to the enterprise income tax, CRIC's subsidiaries and consolidated variable interest entities in China are also subject to business tax and related surcharges by various local tax authorities at rates of 5% to 5.55% on revenues or 8.5% to 9.5% on gross profits (the balance of revenues after deducting cost of sales) generated from providing advertising services.

Under the EIT Law, dividends from CRIC's PRC subsidiaries out of earnings generated after the new law came into effect on January 1, 2008, are subject to a withholding tax which may be as high as

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20%, although under the detailed implementation rules promulgated by the PRC authorities the effective withholding tax is currently 10%, unless otherwise reduced or exempted by treaties or applicable PRC law. Distributions of earnings generated before January 1, 2008 are exempt from PRC withholding tax.

Dividends of PRC subsidiaries that are directly held by Hong Kong entities may benefit from a reduced withholding tax rate of 5% pursuant to the Arrangement between Mainland China and Hong Kong for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, subject to the approval from the relevant local branch of the State Administration of Taxation in accordance with the Administrative Measures on Tax Treaty Treatment of Nonresidents (Trial) and other relevant tax rules. CRIC's Hong Kong subsidiaries have not sought approval for such preferential withholding tax rate, given that no dividends have been paid by their respective PRC subsidiaries. Dividend payments are not subject to withholding tax in Hong Kong, Macau, the British Virgin Islands or the Cayman Islands.

Under the EIT Law, enterprises that are established under the laws of foreign countries or regions and whose "de facto management bodies" are located within the PRC territory are considered PRC resident enterprises, and are subject to the PRC enterprise income tax at the rate of 25% on their worldwide income. Under the implementation rules of the EIT Law, "de facto management bodies" are defined as the bodies that have material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. See "Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Dividends payable to us by our PRC subsidiaries may be subject to PRC withholding taxes, we may be subject to PRC taxation on our worldwide income, and dividends distributed to our non-PRC investors may be subject to PRC withholding taxes under the PRC Enterprise Income Tax Law" in CRIC's annual report on Form 20-F for the year ended December 31, 2010.

Critical Accounting Policies

CRIC prepares its financial statements in conformity with U.S. GAAP, which requires it to make judgments, estimates and assumptions. CRIC continually evaluates these estimates and assumptions based on the most recently available information, its own historical experience and various other assumptions that it believes to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from CRIC's expectations as a result of changes in CRIC's estimates.

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. CRIC believes that the following accounting policies involve a higher degree of judgment and complexity in their application and require CRIC to make significant accounting estimates. The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with CRIC's consolidated financial statements and other disclosures included in this proxy statement/prospectus.

Revenue Recognition

Effective January 1, 2011, CRIC adopted the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2009-13 ("ASU 2009-13"), "Multiple-Deliverable Revenue Arrangements", prospectively for all new and materially modified arrangements. ASU

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2009-13 requires CRIC to allocate revenue to arrangement deliverables using the relative selling price method.

CRIC has multiple element arrangements that may include provision of online advertising, promotional event services, consulting services and/or subscription for the CRIC system. Consulting services includes periodic consulting services and project-based consulting services. Project-based consulting services involve providing real estate consulting services to customers in relation to land acquisition and property development. In certain instances, payment is contingent upon the delivery of a final product, such as closing a land acquisition transaction or providing a market study report. Revenue is recognized under such arrangements upon delivery of the final product, assuming customer acceptance has occurred and the fee is no longer contingent. Periodic consulting services involve providing consulting services periodically during the development stage of a real estate project, such as monthly market updates, and/or CRIC system subscription. The contractual period for such arrangements is usually between one and twelve months with revenue being recognized ratably over such period.

CRIC has determined that each of the deliverables listed above is considered a separate unit of account as each has value to the customer on a standalone basis and has been sold separately on a standalone basis, there is no general right of return on delivered items and the delivery or performance of the undelivered item(s) is considered probable and substantially in the control of CRIC.

CRIC allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables based on the relative selling price in accordance with the selling price hierarchy, which includes: (i) vendor-specific objective evidence ("VSOE") if available; (ii) third-party evidence ("TPE") if VSOE is not available; and (iii) best estimate of selling price ("BESP") if neither VSOE nor TPE is available.

VSOE. CRIC determines VSOE based on its historical pricing and discounting practices for the specific service when sold separately. In determining VSOE, CRIC requires that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. CRIC has historically priced its periodic consulting services subscription for the CRIC system and online advertising within a narrow range. As a result, CRIC has used VSOE to allocate the selling price of periodic consulting services subscription for the CRIC system and online advertising under these multiple element arrangement. CRIC has not historically priced project-based consulting service and promotional event services within a narrow range, therefore, CRIC considers TPE and BESP as discussed below.

TPE. When VSOE cannot be established for deliverables in multiple element arrangements, CRIC applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, CRIC's marketing strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services with similar functionality cannot be obtained. Furthermore, CRIC is unable to reliably determine what similar competitor services' selling prices are on a stand-alone basis. As a result, CRIC has not been able to establish selling price based on TPE.

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BESP. When it is unable to establish selling price using VSOE or TPE, CRIC uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which CRIC would transact a sale if the service were sold on a stand-alone basis. CRIC determines BESP for deliverables by considering multiple factors including, but not limited to, prices it charged for similar offerings, market conditions, specification of the services rendered and pricing practices. CRIC has used BESP to allocate the selling price of project-based consulting service and promotional event services under these multiple element arrangement.

The process for determining BESP for deliverables without VSOE or TPE involves management's judgment. CRIC's process considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors that CRIC considered in developing its BESPs include prices charge for similar offerings, service scope and historical pricing practices. If the facts and circumstances underlying the factors CRIC considered change, or should subsequent facts and circumstances lead CRIC to consider additional factors, CRIC's BESPs could change in future periods.

CRIC regularly reviews the evidence of selling price for its services and maintains internal controls over the establishment and updates of these estimates. There were no material changes in estimated selling price for its services during the nine months ended September 30, 2011 and CRIC does not expect material changes in BESP in the foreseeable future.

Under the previous accounting literature, when an arrangement included project-based consulting services and subscriptions for the CRIC system, the entire arrangement was considered a single unit of account as CRIC did not have VSOE for project-based consulting services. Revenue was recognized based on the revenue recognition model for the final deliverable in the arrangement, which was typically the subscription for the CRIC system, which required ratable recognition over the subscription period. CRIC had objective and reliable evidence of the fair value of the CRIC subscription service. As such, upon delivery of the consulting product, CRIC deferred the fair value of the remaining CRIC subscription and recognized the residual amount, or the difference between the remaining fair value of the CRIC subscription and the total arrangement fee, as revenue, assuming all other revenue recognition criteria had been met. The residual amount recognized was limited to the cumulative amount due under the terms of the arrangement. Under ASU 2009-13, CRIC is required to use BESP when neither VSOE nor TPE is available. As a result, CRIC is able to recognize the relative fair value of the elements as they are delivered, assuming other revenue recognition criteria are met.

If CRIC were to apply the new revenue recognition guidance as if it had early adopted the guidance for the year ended December 31, 2010, there would have been no material effect on revenue during that period. Additionally, the adoption of ASU 2009-13 did not have a material impact on revenue for the nine months ended September 30, 2011 when compared to the revenue that would have been recognized under the guidance in effect prior to adoption of ASU 2009-13, as the BESP of project-based consulting and VSOE of the subscription for the CRIC system has historically approximated its respective contract price and the project-based consulting services have generally been delivered at the beginning of the subscription period. The effect of adopting this guidance in future periods will depend on the nature of CRIC's customer arrangements in those periods, including the nature of services included in those arrangements, the magnitude of revenue associated with certain deliverables in those arrangements, and the timing of delivery of the related services in those arrangements, among other considerations. While the effect in future periods is dependent on these factors and future go-to-market strategies, CRIC does not currently expect the adoption of this guidance to have a material effect on the timing and pattern of revenue recognition in future periods. CRIC does not expect this new guidance to affect future pricing practices or go-to-market strategies.

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Concentration of credit risk

Financial instruments that potentially expose CRIC to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. CRIC places its cash and cash equivalents with reputable financial institutions.

CRIC regularly reviews the creditworthiness of its customers, but generally does not require collateral or other security from its customers. CRIC establishes an allowance for doubtful accounts primarily based on factors surrounding the credit risk of specific customers, including overall relationship with the customer, past and ongoing business relationship, past record and pattern of settling receivables, length of the receivable and other specific information indicating the collectability of the receivables.

Share-based Compensation

Share-based compensation cost is measured at the grant date, based on the fair value of the award, and recognized as an expense over the requisite service period. CRIC has made an estimate of expected forfeitures and recognizes compensation cost only for those equity awards expected to vest.

Determining the value of CRIC's share-based compensation expense in future periods requires the input of highly subjective assumptions, including the expected life of the share-based payment awards, estimated forfeitures and the price volatility of the underlying shares. The assumptions used in calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and CRIC uses different assumptions, CRIC's share-based compensation expense could be materially different in the future.

Goodwill Valuation

CRIC performs a two-step goodwill impairment test on an annual basis. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill.

The fair value of each reporting unit is determined by analysis of discounted cash flows. The significant assumptions regarding CRIC's future operating performance are revenue growth rates, discount rates and terminal multiple. If any of these assumptions changes, the estimated fair value of CRIC'sreporting units will change, which could affect the amount of goodwill impairment charges, if any.

No goodwill impairment was recognized during the year ended December 31, 2010 after CRIC performed an annual goodwill impairment test as of December 31, 2010. As of December 31, 2010, the carrying value of goodwill was attributable to CRIC's real estate online services reporting unit due to its acquisition of COHT, which had operated SINA's real estate online business.

A substantial portion of goodwill on CRIC's balance sheet relates to the acquisition of the CRIC's online unit in 2009. Toward the end of the third quarter of 2011, China's real estate market showed

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signs of further slowdown under the government's continued restrictive policies and further credit tightening. The online unit started to slow down as developers became more pessimistic about increasing sales volume and more cautious with their advertising spending. CRIC believes that this will result in slower than previously expected growth for its online business over the next several years. In addition, CRIC experienced a 49% decline in its stock price from December 31, 2010 to September 30, 2011. CRIC believed such events represented potential indicators of impairment and accordingly, performed an impairment test for each of its reporting units, which are also the CRIC's segments, as of September 30, 2011. CRIC utilized the income approach valuation method. The key assumptions used in the income approach, which requires significant management judgment, include business assumptions, growth rate, terminal value, and discount rate. As a result of this analysis, CRIC concluded that the goodwill associated with its real estate online services reporting unit was impaired and recorded a goodwill impairment charge of $417.8 million during the nine months ended September 30, 2011.

CRIC may incur additional goodwill impairment charges in the future, although it cannot predict whether this will occur when it perform its goodwill impairment test each year.

Income Taxes

Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. CRIC has not recorded a valuation allowance against its deferred tax assets as of September 30, 2011 as it believes it is more likely than not that such assets will be fully realized. Current income taxes are provided for in accordance with the laws of the relevant tax authorities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities.

Results of Operations

The following table sets forth a summary of CRIC's consolidated results of operations for the periods indicated. This information should be read together with CRIC's consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. The operating

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results in any period are not necessarily indicative of the results that may be expected for any future period.

	For the Years Ended December 31,									For the nine months Ended September 30,

	2008			2009			2010			2010			2011
	(in thousands of $)
Revenues		50,049			95,654			174,154			111,765			168,421
Cost of revenues		(2,897	)		(12,810	)		(41,010	)		(27,321	)		(43,806	)
Selling, general and administrative expenses		(19,820	)		(48,049	)		(109,089	)		(74,332	)		(114,836	)
Gain from settlement of pre-existing relationship		—			2,101			—			—			—
Goodwill impairment charge		—			—			—			—			(417,822	)

Income (loss) from operations		27,332			36,896			24,055			10,112			(408,043	)
Interest expense		420			279			1,727			1,233			1,332
Other income (expense), net		(1,341	)		2,725			3,174			3,032			626

Income before taxes and equity in affiliates		26,411			39,900			28,956			14,377			(406,085	)
Income tax expenses (benefit)		(4,721	)		(6,307	)		(2,791	)		1,379			(4,016	)

Income (loss) before equity in affiliates		21,690			33,593			26,165			15,756			(410,101	)
Income (loss) from equity in affiliates		154			22,016			(276	)		—			(212	)

Net income (loss)		21,844			55,609			25,889			15,756			(410,313	)
Less: net income (loss) attributable to non-controlling interest		(318	)		7			(52	)		(234	)		1,043

Net income (loss) attributable to CRIC shareholders		22,162			55,602			25,941			15,990			(411,356	)

Segment Information

CRIC uses the management approach to determine operating segments. The management approach considers the internal organization and reporting used by CRIC's chief operating decision maker ("CODM") for making decisions, allocating resources and assessing performance. CRIC's CODM has been identified as the chief executive officer, who reviews consolidated and segment results when making decisions about allocating resources and assessing performance of CRIC.

CRIC has four operating segments: (1) real estate information and consulting services, (2) real estate online services, (3) real estate advertising services and (4) promotional event services. The real estate advertising services segment commenced in 2008. The real estate online services segment started as a result of the acquisition of COHT in October 2009. The promotional events service segment started as a result of the acquisition of a promotional events provider in 2010.

In 2010, the real estate advertising services segment and promotional event services segment did not meet the significance threshold for separate disclosure and have been combined and classified as "other services". CRIC's CODM reviews net revenues, cost of sales, operating expenses, income from operations and net income for each operating segment and does not review balance sheet information. Corporate expenses such as selling, general and administrative expenses and interest income are not allocated among segments and are recorded as non-allocated items.

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The following tables summarize the selected revenue and expense information for each reporting segment for the nine months ended September 30, 2011 and 2010 and for the years ended December 31, 2010, 2009 and 2008, respectively:

Nine Months Ended September 30, 2011 Segment Information	Real Estate Information and Consulting Services

	(in thousands of $)
Revenues from external customers		58,573		91,011		18,837		—		168,421
Cost of revenues		(4,009	)	(25,928	)	(13,869	)	—		(43,806	)
Selling, general and administrative expenses		(33,119	)	(67,162	)	(5,218	)	(9,337	)	(114,836	)
Goodwill impairment charge		—		(417,822	)	—		—		(417,822	)

Income (loss) from operations		21,445		(419,901	)	(250	)	(9,337	)	(408,043	)
Interest income		622		558		71		81		1,332
Other income (loss), net		1,929		(432	)	(642	)	(229	)	626

Income (loss) before taxes and equity in affiliates		23,996		(419,775	)	(821	)	(9,485	)	(406,085	)
Income tax benefit (expense)		(4,541	)	369		156		—		(4,016	)

Income (loss) before equity in affiliates		19,455		(419,406	)	(665	)	(9,485	)	(410,101	)
Income (loss) from equity in affiliates		(268	)	(8	)	64		—		(212	)

Net income (loss)		19,187		(419,414	)	(601	)	(9,485	)	(410,313	)

Nine Months Ended September 30, 2010 Segment Information	Real Estate Information and Consulting Services

	(in thousands of $)
Revenues from external customers		57,226		41,695		12,844		—		111,765
Cost of revenues		(2,206	)	(18,053	)	(7,062	)	—		(27,321	)
Selling, general and administrative expenses		(23,752	)	(37,450	)	(5,320	)	(7,810	)	(74,332	)

Income (loss) from operations		31,268		(13,808	)	462		(7,810	)	10,112
Interest income		889		128		79		137		1,233
Other income (loss), net		2,152		(18	)	554		344		3,032

Income (loss) before taxes and equity in affiliates		34,309		(13,698	)	1,095		(7,329	)	14,377
Income tax benefit (expense)		2,146		(835	)	68		—		1,379

Income (loss) before equity in affiliates		36,455		(14,533	)	1,163		(7,329	)	15,756
Net income (loss)		36,455		(14,533	)	1,163		(7,329	)	15,756

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Year Ended December 31, 2010 Segment Information	Real Estate Information and Consulting Services

	(in thousands of $)
Revenues from external customers		87,567		66,855		19,732		—		174,154
Cost of revenues		(3,017	)	(26,361	)	(11,632	)	—		(41,010	)
Selling, general and administrative expenses		(35,270	)	(54,741	)	(8,218	)	(10,860	)	(109,089	)

Income (loss) from operations		49,280		(14,247	)	(118	)	(10,860	)	24,055
Interest income		1,156		286		110		175		1,727
Other income (loss), net		2,360		(23	)	734		103		3,174

Income (loss) before taxes and equity in affiliates		52,796		(13,984	)	726		(10,582	)	28,956
Income tax benefit (expense)		(2,911	)	456		(336	)	—		(2,791	)

Income (loss) before equity in affiliates		49,885		(13,528	)	390		(10,582	)	26,165
Loss from equity in affiliates		(271	)	(5	)	—		—		(276	)

Net income (loss)		49,614		(13,533	)	390		(10,582	)	25,889

Year Ended December 31, 2009 Segment Information	Real Estate Information and Consulting Services

	(in thousands of $)
Revenues from external customers		68,045		13,830		13,779		—		95,654
Cost of revenues		(1,866	)	(4,930	)	(6,014	)	—		(12,810	)
Selling, general and administrative expenses		(22,723	)	(11,360	)	(5,691	)	(8,275	)	(48,049	)
Gain from settlement of pre-existing relationship		2,101		—		—		—		2,101

Income (loss) from operations		45,557		(2,460	)	2,074		(8,275	)	36,896
Interest income		166		24		28		61		279
Other income, net		2,481		6		—		238		2,725

Income (loss) before taxes and equity in affiliates		48,204		(2,430	)	2,102		(7,976	)	39,900
Income tax benefit (expense)		(6,710	)	957		(554	)	—		(6,307	)

Income (loss) before equity in affiliates		41,494		(1,473	)	1,548		(7,976	)	33,593
Income from equity in affiliates		—		22,016		—		—		22,016

Net income (loss)		41,494		20,543		1,548		(7,976	)	55,609

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Year Ended December 31, 2008 Segment Information	Real Estate Information and Consulting Services

	(in thousands of $)
Revenues from external customers		49,116		933		—		50,049
Cost of revenues		(2,855	)	(42	)	—		(2,897	)
Selling, general and administrative expenses		(13,777	)	(1,866	)	(4,178	)	(19,821	)

Income (loss) from operations		32,484		(975	)	(4,178	)	27,331
Interest income		416		4		1		421
Foreign exchange loss		(1,324	)	—		(17	)	(1,341	)

Income (loss) before taxes and equity in affiliates		31,576		(971	)	(4,194	)

China Real Estate Information Corp 6-K