E House China : ISSUE OF US$200 MILLION 7.625% SENIOR NOTES DUE 2022

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only, and does not constitute an offer to sell or the solicitation of an offer to acquire, purchase or subscribe for any securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

E-House (China) Enterprise Holdings Limited

易居（中國）企業控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2048)

ISSUE OF US$200 MILLION 7.625% SENIOR NOTES DUE 2022

Reference is made to the announcement of the Company dated 8 October 2019 in relation to the proposed Notes Issue. On 10 October 2019, the Company, the Subsidiary Guarantors and the Initial Purchasers entered into the Purchase Agreement in relation to the issue of US$200 million 7.625% senior notes due 2022.

The gross proceeds of the Notes Issue, before deducting underwriting discounts and other estimated expenses, will amount to approximately US$196.7 million. The Company currently intends to use the net proceeds of the Notes Issue primarily for general corporate purposes and refinancing existing indebtedness. The Company may adjust the foregoing plans in response to changing market conditions, and thus, reallocate the use of proceeds in the future.

The Company will seek a listing of the Notes on the SEHK. A confirmation of the eligibility for the listing of the Notes has been received from the SEHK for the listing of the Notes by way of debt issues to professional investors only as described in the offering memorandum. The SEHK assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the SEHK and quotation of the Notes on the SEHK is not to be taken as an indication of the merits of the Company, its subsidiaries and associated companies or the Notes.

Closing of the Purchase Agreement and the Notes Issue is, subject to fulfilment of certain conditions, expected to take place on or about 18 October 2019.

As the conditions to completion of the Purchase Agreement may or may not be satisfied and the Purchase Agreement may be terminated upon the occurrence of certain events, shareholders of the Company and prospective investors are advised to exercise caution when dealing in the securities of the Company.

• Incorporated in Singapore with limited liability.

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Reference is made to the announcement of the Company dated 8 October 2019 in relation to the proposed Notes Issue. The Board is pleased to announce that on 10 October 2019, the Company, the Subsidiary Guarantors and the Initial Purchasers entered into the Purchase Agreement in relation to the Notes Issue.

THE PURCHASE AGREEMENT

Date:	10 October 2019
Parties:	(a)	the Company;
	(b)	the Subsidiary Guarantors; and
	(c)	the Initial Purchasers.

Credit Suisse, BOC International, China International Capital Corporation, CRIC Securities and CMBC Capital are the joint global coordinators, joint lead managers and joint bookrunners. Central Wealth Securities Investment Limited, China Investment Securities International, China Merchants Securities (HK), CMB International, CMB Wing Lung Bank Limited, DBS Bank Ltd.*, Everbright Sun Hung Kai, Founder Securities (Hong Kong) Limited, Future Land Resources, Orient Securities (Hong Kong), SPDB International and UBS are the joint lead managers and joint bookrunners in connection with the Notes Issue. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of Credit Suisse, BOC International, China International Capital Corporation, CRIC Securities, CMBC Capital, Central Wealth Securities Investment Limited, China Investment Securities International, China Merchants Securities (HK), CMB International, CMB Wing Lung Bank Limited, DBS Bank Ltd.*, Everbright Sun Hung Kai, Founder Securities (Hong Kong) Limited, Future Land Resources, Orient Securities (Hong Kong), SPDB International and UBS is an independent third party and not a Connected Person of the Company and its Connected Persons.

The Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) have not been, and will not be, registered under the Securities Act. The Notes will only be offered and sold by the Initial Purchasers outside the United States in compliance with Regulation S under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) will be offered to the public in Hong Kong, the United States or any other jurisdiction or be placed to any Connected Person of the Company.

Closing of the Purchase Agreement and the Notes Issue is, subject to fulfilment of certain conditions, expected to take place on or about 18 October 2019.

Principal terms of the Notes

The following is a summary of certain provisions of the Notes and the Indenture. This summary does not purport to be complete and is qualified in its entirety by reference to provisions of the documents relating to the Notes.

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Issuer:	the Company
Notes offered:	subject to the fulfillment of certain conditions set out in the Purchase
	Agreement, the Company will issue the Notes in the aggregate principal
	amount of US$200 million, which will mature on 18 April 2022, unless
	earlier redeemed pursuant to the terms thereof
Offering price:	98.339% of the principal amount of the Notes
Settlement date:	18 October 2019
Interest rate:	7.625% per annum, payable semi-annually in arrears on 18 April and
	18 October of each year, beginning on 18 April 2020
Subsidiary Guarantees:	guarantees will be provided by the Subsidiary Guarantors pursuant to
	the Indenture

Ranking of the Notes

The Notes are:

• general obligations of the Company;
• senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes;
• at least pari passu in right of payment with the February 2019 Notes and all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsecured, unsubordinated obligations pursuant to applicable law);
• guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any) on a senior basis, subject to certain limitations;
• effectively subordinated to all existing and future secured obligations of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any), to the extent of the value of the assets serving as security therefor; and
• effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not providing guarantees under the Notes.

Covenants

The Notes and the Indenture governing the Notes will limit the ability of the Company and the ability of its Restricted Subsidiaries to, among other things:

1. incur or guarantee additional indebtedness or issue disqualified or preferred stock;
2. make investments or other specified restricted payments;

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1. issue or sell capital stock of Restricted Subsidiaries;
2. guarantee indebtedness of Restricted Subsidiaries;
3. sell assets;
4. create liens;
5. enter into sale and leaseback transactions;
6. enter into agreements that restrict the Restricted Subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;
7. enter into transactions with shareholders or affiliates;
8. engage in any business other than permitted business; and
9. effect a consolidation or merger.

Events of Default

The events of default under the Notes include, among others:

1. default in the payment of principal of (or premium, if any, on) the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise;
2. default in the payment of interest or additional amounts on any Note when the same becomes due and payable, and such default continues for a period of 30 consecutive days;
3. default in the performance or breach of the provisions of certain covenants under the Indenture relating to consolidation, merger and sale of assets, or the failure by the Company to make or consummate an offer to purchase in the manner described under the Indenture;
4. the Company or any Restricted Subsidiary defaults in the performance of or breaches any other covenant or agreement in the Indenture or under the Notes (other than a default specified in clause (1), (2) or (3) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the holders of 25% or more in aggregate principal amount of the Notes;
5. there occurs with respect to any indebtedness of the Company or any Restricted Subsidiary having an outstanding principal amount of US$15.0 million (or the dollar equivalent thereof) or more in the aggregate for all such indebtedness of all such Persons, whether such indebtedness now exists or shall hereafter be created, (a) an event of default that has caused the holder thereof to declare such indebtedness to be due and payable prior to its Stated Maturity and/or (b) a failure to make a principal payment when due;

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1. one or more final judgments or orders for the payment of money are rendered against the Company or any Restricted Subsidiary and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed US$15.0 million (or the dollar equivalent thereof) (in excess of amounts which the Company's insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;
2. an involuntary case or other proceeding is commenced against the Company or any Significant Subsidiary with respect to it or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for any substantial part of the property and assets of the Company or any Significant Subsidiary and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days; or an order for relief is entered against the Company or any Significant Subsidiary under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect;
3. the Company or any Significant Subsidiary, (a) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (b) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or
4. 1. effects any general assignment for the benefit of creditors; or
5. any Subsidiary Guarantor or JV Subsidiary Guarantor denies or disaffirms in writing its obligations under its Subsidiary Guarantee or JV Subsidiary Guarantee or, except as permitted by the Indenture, any Subsidiary Guarantee or JV Subsidiary Guarantee is determined to be unenforceable or invalid or will for any reason cease to be in full force and effect.

If an event of default (other than an event of default specified in clause (7) or (8) above) occurs and is continuing under the Indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the holders), may, and the Trustee at the written direction of such holders, subject to being indemnified and/or secured and/or pre-funded to its satisfaction, shall declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal premium, if any, and accrued and unpaid interest shall be immediately due and payable. If an event of default specified in clause (7) or (8) above occurs with respect to the Company or any Significant Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder.

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Optional Redemption

The Company may at its option redeem the Notes, in whole but not in part, at any time prior to 18 April 2022, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium as of, and accrued and unpaid interest, if any, to (but not including) the redemption date. Neither the Trustee nor any of the agents shall be responsible for calculating or verifying the applicable premium.

At any time and from time to time prior to 18 April 2022, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more sales of common stock of the Company in an equity offering at a redemption price of 107.625% the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the original issue date remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related equity offering.

The Company will give not less than 30 days' nor more than 60 days' notice of any redemption.

Proposed use of proceeds

The gross proceeds of the Notes Issue, before deducting underwriting discounts and other estimated expenses, will amount to approximately US$196.7 million. The Company currently intends to use the net proceeds of the Notes Issue primarily for general corporate purposes and refinancing existing indebtedness. The Company may adjust the foregoing plans in response to changing market conditions, and thus, reallocate the use of proceeds in the future.

Listing and Rating

The Company will seek a listing of the Notes on the SEHK. A confirmation of the eligibility for the listing of the Notes has been received from the SEHK for the listing of the Notes by way of debt issues to professional investors only as described in the offering memorandum. The SEHK assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the SEHK and quotation of the Notes on the SEHK is not to be taken as an indication of the merits of the Company, its subsidiaries and associated companies or the Notes.

The Notes are expected to be rated "BB" by S&P Global Ratings and "BB+" by Lianhe Global. Such ratings do not constitute recommendations to purchase, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization.

As the conditions to completion of the Purchase Agreement may or may not be satisfied and the Purchase Agreement may be terminated upon the occurrence of certain events, shareholders of the Company and prospective investors are advised to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

In this announcement, the following expressions shall have the meanings set forth below unless the context requires otherwise:

"Board"	:	the board of Directors
"BOC International"	:	BOCI Asia Limited, one of the joint global coordinators, joint
		lead managers and joint bookrunners in respect of the offer and
		sale of the Notes
"China International	:	China International Capital Corporation Hong Kong Securities
Capital Corporation"		Limited, one of the joint global coordinators, joint lead managers
		and joint bookrunners in respect of the offer and sale of the Notes
"China Investment	:	China Investment Securities International Brokerage Limited, one
Securities International"		of the joint lead managers and joint bookrunners in respect of the
		offer and sale of the Notes
"China Merchants	:	China Merchants Securities (HK) Co., Limited, one of the joint
Securities (HK)"		lead managers and joint bookrunners in respect of the offer and
		sale of the Notes
"CMBC Capital"	:	CMBC Securities Company Limited, one of the joint global
		coordinators, join lead managers and joint bookrunners in respect
		of the offer and sale of the Notes
"CMB International"	:	CMB International Capital Limited, one of the joint lead managers
		and joint bookrunners in respect of the offer and sale of the Notes
"Company"	:	E-House (China) Enterprise Holdings Limited (易居（中國）企業控
		股有限公司), a company incorporated in the Cayman Islands with
		limited liability, the shares of which are listed on the main board
		of the SEHK
"Connected Person(s)"	:	has the meaning ascribed to it under the Listing Rules
"Credit Suisse"	:	Credit Suisse (Hong Kong) Limited, one of the joint global
		coordinators, joint lead managers and joint bookrunners in respect
		of the offer and sale of the Notes
"CRIC Securities"	:	CRIC Securities Company Limited, one of the joint global
		coordinators, the joint lead managers and joint bookrunners in
		respect of the offer and sale of the Notes
"Default"	:	any event that is, or after notice or passage of time or both would
		be, an event of default under the Indenture
"Director(s)"	:	the director(s) of the Company

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"Everbright Sun	:	China Everbright Securities (HK) Limited, one of the joint lead
Hung Kai"		managers and joint bookrunners in respect of the offer and sale of
		the Notes
"February 2019 Notes"	:	the US$200,000,000 7.75% senior notes due 2021 issued by the
		Company on 28 February 2019 pursuant to an indenture dated
		28 February 2019, and the additional US$100,000,000 7.75%
		senior notes due 2021 issued by the Company on 16 May 2019,
		which have been consolidated and form a single class with the
		US$200,000,000 7.75% senior notes due 2021 issued on 28
		February 2019
"Founder Securities	:	Founder Securities (Hong Kong) Capital Company Limited, one
Capital"		of the joint lead managers and joint bookrunners in respect of the
		offer and sale of the Notes
"Future Land Resources"	:	Future Land Resources Securities Limited, one of the joint lead
		managers and joint bookrunners in respect of the offer and sale of
		the Notes
"Group"	:	the Company and its subsidiaries
"Hong Kong"	:	the Hong Kong Special Administrative Region of the PRC
"Indenture"	:	the indenture to be entered into by the Company, the Subsidiary
		Guarantors and the trustee of the Notes
"Initial Purchasers"	:	Credit Suisse, BOC International, China International Capital
		Corporation, CRIC Securities, CMBC Capital, Central Wealth
		Securities Investment Limited, China Investment Securities
		International, China Merchants Securities (HK), CMB
		International, CMB Wing Lung Bank Limited, DBS Bank Ltd.*,
		Everbright Sun Hung Kai, Founder Securities (Hong Kong)
		Limited, Future Land Resources, Orient Securities (Hong Kong),
		SPDB International and UBS
"JV Subsidiary	:	a limited recourse guarantee given by a JV Subsidiary Guarantor
Guarantee"
"JV Subsidiary	:	each subsidiary of the Company which in the future provides a JV
Guarantor"		Subsidiary Guarantee
"Lianhe Global"	:	Lianhe Ratings Global Limited
"Listing Rules"	:	the Rules Governing the Listing of Securities on The Stock
		Exchange of Hong Kong Limited

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"Notes"

"Notes Issue"

"Orient Securities (Hong Kong)"

"Person"

"PRC"

"Purchase Agreement"

"Restricted Subsidiary"

"Securities Act"

"SEHK"

"Significant Subsidiary"

"SPDB International"

"Stated Maturity"

• the 7.625% senior notes due 2022 in the aggregate principal amount of US$200 million to be issued by the Company subject to the terms and conditions of the Purchase Agreement
• the issue of the Notes by the Company
• Orient Securities (Hong Kong) Limited, one of the joint lead managers and joint bookrunners in respect of the offer and sale of the Notes
• any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof
• the People's Republic of China, excluding Hong Kong, Macau and Taiwan for the purposes of this announcement
• the agreement to be entered into among the Company, the Subsidiary Guarantors and the Initial Purchasers in relation to the Notes Issue
• any subsidiary of the Company other than an Unrestricted Subsidiary
• the United States Securities Act of 1933, as amended
• The Stock Exchange of Hong Kong Limited
• any Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would be a "significant subsidiary" using the conditions specified in the definition of significant subsidiary in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the Indenture, if any of the conditions exceeds 5 percent
• SPDB International Capital Limited, one of the joint lead managers and joint bookrunners in respect of the offer and sale of the Notes
• (1) with respect to any indebtedness, the date specified in such debt security as the fixed date on which the final installment of principal of such indebtedness is due and payable as set forth in the documentation governing such indebtedness and (2) with respect to any scheduled installment of principal of or interest on any indebtedness, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such indebtedness

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"Subsidiary Guarantee"	:	a guarantee of the obligations of the Company under the Indenture
		and the Notes by a Subsidiary Guarantor
"Subsidiary Guarantor"	:	each Restricted Subsidiary which is guaranteeing the Notes,
		provided that "Subsidiary Guarantors" will not include (i) any
		Restricted Subsidiary organized under the laws of the PRC, (ii)
		E-house Vietnam Real Estate Brokerage Joint Stock Company
		and (iii) any Restricted Subsidiary organized outside the laws
		of the PRC and designated as a "New Offshore Non-Guarantor
		Subsidiary" by the Company under the Indenture (as of the date
		of the Purchase Agreement, the Subsidiary Guarantors will consist
		of Fangyou Information Technology Holdings Ltd. and Hong
		Kong Fangyou Software Technology Co. Ltd.)
"Trustee"	:	The Hongkong and Shanghai Banking Corporation Limited
"UBS"	:	UBS AG Hong Kong Branch (UBS AG is incorporated In
		Switzerland with limited liability), one of the joint lead managers
		and joint bookrunners in respect of the offer and sale of the Notes
"Unrestricted Subsidiary"	:	(1) any subsidiary of the Company that at the time of
		determination shall be designated an Unrestricted Subsidiary by
		the Board of Directors in the manner provided in the Indenture
		and (2) any subsidiary of an Unrestricted Subsidiary
"U.S." or "United States"	:	the United States of America, its territories and possessions and
		all areas subject to its jurisdiction
"US$", "USD" or	:	United States dollar(s), the lawful currency of the United States

"U.S. dollar"

By order of the Board

E-House (China) Enterprise Holdings Limited

Zhou Xin

Chairman

Hong Kong, 10 October 2019

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Zhou Xin as Chairman and Executive Director, Mr. Huang Canhao, Dr. Cheng Li-Lan and Dr. Ding Zuyu as Executive Directors, Mr. Mo Bin, Dr. Zhu Jiusheng, Ms. Xie Mei and Ms. He Miaoling as Non-executive Directors, and Mr. Zhang Bang, Mr. Zhu Hongchao, Mr. Wang Liqun and Mr. Li Jin as Independent Non-executive Directors.

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