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EDWARD H.P. LAM ¨* | CHICAGO | |
G.S. PAUL MITCHARD QC ¨ | TEL: (852) 3740-4700 | HOUSTON |
CLIVE W. ROUGH ¨ | FAX: (852) 3740-4727 | LOS ANGELES |
JONATHAN B. STONE * | www.skadden.com | NEW YORK |
ALEC P. TRACY * |
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¨ (ALSO ADMITTED IN ENGLAND & WALES) |
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* (ALSO ADMITTED IN NEW YORK) |
| BEIJING |
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| BRUSSELS |
REGISTERED FOREIGN LAWYERS |
| FRANKFURT |
JOHN ADEBIYI (ENGLAND & WALES) |
| LONDON |
Z. JULIE GAO (CALIFORNIA) |
| MOSCOW |
FRANCES P. KAO (CALIFORNIA) |
| MUNICH |
GREGORY G.H. MIAO (NEW YORK) |
| PARIS |
ALAN G. SCHIFFMAN (NEW YORK) |
| SÃO PAULO |
ED SHEREMETA (NEW YORK) |
| SHANGHAI |
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| TOKYO |
| January 13, 2012 | TORONTO |
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| VIENNA |
VIA EDGAR
Michele Anderson
Chief, Office of Mergers & Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: E-House (China) Holdings Limited
Registration Statement on Form F-4 and Schedule 13E-3
Dear Mr. Anderson:
On behalf of our client, E-House (China) Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s registration statement on Form F-4 (the “Registration Statement”) relating to the Company’s registration of its ordinary shares to be issued and represented by American depositary shares (the “ADSs”) via EDGAR with the Securities and Exchange Commission.
The ADSs will be used as merger consideration for the Company’s proposed merger with and business combination of China Real Estate Information Corporation (“CRIC”), the Company’s majority-owned subsidiary as of the date of the Registration Statement. The merger is a going private transaction of CRIC pursuant to which a merger subsidiary wholly owned by the Company will merge with and into CRIC once the closing conditions under the merger agreement have been satisfied or waived. If the merger is completed,
CRIC will continue its operations as a privately held company solely owned by the Company.
In relation to CRIC’s going private transaction, the Company and CRIC have each filed a transaction statement on Schedule 13E-3 on the same date.
To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement and Schedule 13E-3 (without exhibits).
If you have any questions regarding the Registration Statement, please do not hesitate to contact the undersigned at (852) 3740-4850 or julie.gao@skadden.com.
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| Very truly yours, |
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| /s/ Z. Julie Gao |
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| Z. Julie Gao |
cc: Xin Zhou, Executive Chairman of the Board of Directors for E-House (China) Holdings Limited and Co-Chairman of the Board of Directors and Chief Executive Officer of China Real Estate Information Corporation
Li-Lan Cheng, Chief Financial Officer, E-House (China) Holdings Limited
Bin Laurence, Chief Financial Officer, China Real Estate Information Corporation
John Wilde, Deloitte Touche Tohmatsu CPA Ltd.
Alan Min Hu, Deloitte Touche Tohmatsu CPA Ltd.
Gregory Puff, Shearman & Sterling LLP
Lee Edwards, Shearman & Sterling LLP
Brian Wheeler, Shearman & Sterling LLP
David Roberts, O’Melveny & Myers LLP
Ke Geng, O’Melveny & Myers LLP