[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]