[CALCULATION OF REGISTRATION FEE Title of each class of securities (1)(2) Amount to be (1) Proposed maximum Proposed maximum (1) offering price Amount of (3) Class A ordinary shares, par value US$0.001 per share 215,409,375 US$0.5333 US$114,885,000 US$8,192 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities] [THE COMPANIES LAW OF THE CAYMAN ISLANDS (2007 REVISION) COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IFM INVESTMENTS LIMITED (Adopted by Special Resolution of the Shareholders on January 27, 2010) 1. The name of the Company is IFM Investments Limited. 2. The Registered Office of the Company shall be at the offices of Trident Trust] [The Companies Law (Revised) Company Limited by Shares THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF IFM INVESTMENTS LIMITED (Adopted by way of a special resolution passed on December 30, 2009 and effective from the listing of the Class A Ordinary Shares of the Company on the NYSE) I N D E X SUBJECT Article No. Table A 1 Interpretation] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1/A of our report dated November 16, 2009, except for Notes 22(d),(e),(f),(g),(h), which are as of January 27, 2010, relating to the consolidated financial statements of IFM Investments Limited, which appears in such Registration Statement. We also consent to the reference]

[____________________ PRE-EFFECTIVE AMENDMENT TO FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts IFM INVESTMENTS LIMITED N/A The Cayman Islands (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK, N.A. (Exact name of depositary as specified in its charter) 4 New York Plaza, New York, NY 10004 Telephone (212) 623-0636] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1 (g)]

[Subject to completion Preliminary prospectus dated January 13, 2010 16,650,000 American Depositary Shares IFM Investments Limited Representing 249,750,000 Class A Ordinary Shares This is our initial public offering. We are offering 12,487,500 American depositary shares, or ADSs, each representing fifteen (15) of our Class A ordinary shares, par value US$0.001 per share. Certain of our shareholders identified in this prospectus] [IFM Investments Limited Representing (par value US$0.001 per share) Underwriting Agreement January , 2010 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong Morgan Stanley & Co. International plc [25 Cabot Square Canary Wharf London E14 4QA] As Representatives of the several Underwriters named Schedule I in Ladies and Gentlemen: Schedule I Schedule II] [] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1] [13 January 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China DIRECT LINE: E-MAIL: OUR REF: YOUR REF: (852) 2842 9530 Richard.Hall@conyersdillandpearman.com M#873737 / D#315805 Attention : The Board of Directors Dear Sirs, IFM Investments Limited (the “Company”) Shares Registration Statement Securities Act Commission We have acted as special] [January 13, 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No. 7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China Re: (the “Company”) American Depositary Shares of IFM Investments Limited Ladies and Gentlemen: In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies of the following: (a) the Registration] [13 January 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China DIRECT LINE: E-MAIL: OUR REF: YOUR REF: 852 2842 9530 Richard.Hall@conyersdillandpearman.com M#8737387 / D#315807 Attention : The Board of Directors Dear Sirs, IFM Investments Limited (the “Company”) Shares Registration Statement Securities Act Commission We have acted as special] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1/A of our report dated November 16, 2009, except for Notes 22(d),(e),(f), which are as of January 5, 2010, relating to the consolidated financial statements of IFM Investments Limited, which appears in such Registration Statement. We also consent to the reference]