[Subject to completion Preliminary prospectus dated , 2010 American Depositary Shares IFM Investments Limited Representing Class A Ordinary Shares This is our initial public offering. We are offering American depositary shares, or ADSs, each representing of our Class A ordinary shares, par value US$0.001 per share. Certain of our shareholders identified in this prospectus are offering an additional ADSs. No] [THE COMPANIES LAW OF THE CAYMAN ISLANDS (2007 REVISION) COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IFM INVESTMENTS LIMITED (Adopted by Special Resolution of the Shareholders on October 22, 2009) 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] [] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT between IFM INVESTMENTS LIMITED IFM OVERSEAS PARTNERS L.P. GOLDMAN SACHS STRATEGIC INVESTMENTS (ASIA) L.L.C. GL ASIA MAURITIUS II CAYMAN LIMITED and REALOGY CORPORATION December 30, 2009 REGISTRATION RIGHTS AGREEMENT Agreement Company Partnership Goldman Sachs GL Asia Realogy REGISTRATION RIGHTS AGREEMENT, dated as of December 30, 2009 (this “ WHEREAS WHEREAS WHEREAS 2008 Securities Purchase Agreement] [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#303527 Attention : The Board of Directors Dear Sirs, IFM Investments Limited (the “Company”) Shares Registration Statement Securities Act Commission We have acted as special Cayman legal] [[DATE], 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 Statement;] [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#310390 Attention : The Board of Directors Dear Sirs, IFM Investments Limited (the “Company”) Shares Registration Statement Securities Act Commission We have acted as special Cayman legal] [IFM Investments Limited Amended and Restated 2006 Stock Incentive Plan Section 1. Purpose of Plan. Section 2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below: (a) “Administrator” means the Board or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof. (b)] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive EMPLOYMENT AGREEMENT (this “ W I T N E S S E T H In consideration of the mutual covenants herein contained, the Company and Executive hereby agree as follows: Employment 1. Agreement to Employ (a) Term of Employment Term Employment Period (b) Duties and Responsibilities (c) Compensation and Benefits 2. Compensation (a)] [Labor Contract Party A (Company): Address: Legal representative: Party B (employee): ID card No.: Preface Party A and Party B have entered into the following Labor Contract (including appendixes: Contract on Protection of Business Secret, Contract on Prohibition of Business Competition, and Supplemental Agreement of the Labor Contract, when applicable) (hereinafter referred to as Contract) according to the Labor Law] [Beijing Anxinruide Real Estate Brokerage Co. Ltd. Labor Contract Party A: Beijing Anxinruide Real Estate Brokerage Co. Ltd. Party B: Wang Yui Fung Signed on: June 16, 2008 Signed at: Chaoyang District, Beijing Party A (Company): Beijing Anxinruide Real Estate Brokerage Co. Ltd. Add: 26A, Hanwei Plaza, No. 7 Guanghua Road, Chaoyang District, Beijing Legal representative: Donald Zhang Party B] [Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd. Labor Contract Party A: Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd. Party B: Hau Piu Ip Signed on: August 11, 2009 Signed at: No. 1 Building, No. 333 Huanghe Road, Shanghai Labor Contract Party A: Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd. (hereafter referred to as “Party A”) Address: No.] [RESTATED CENTURY 21 INTERNATIONAL SUBFRANCHISE AGREEMENT FOR THE PEOPLE’S REPUBLIC OF CHINA March 22, 2000 TABLE OF CONTENTS SECTION PAGE RECITALS 1 1. GRANT OF LICENSE TO SUBFRANCHISOR 2 A. Initial Franchise Fee and License 2 B. Ownership and Use of CENTURY 21 System and Marks 4 C. Changes By GLOBAL 7 D. Approval of Advertising Materials 7 E. System] [Subsidiaries Place of incorporation IFM Company Ltd Cayman Islands Beijing Aifeite International Franchise Consulting Company Ltd. PRC City Integrated Residential Services (China) Limited Hong Kong Shanghai Yaye Real Estate Brokerage Co. Ltd. PRC CIR Real Estate Consultant (Shenzhen) Co., Ltd PRC Genius Nation Investments Ltd British Virgin Islands Shanghai Ruifeng Real Estate Investments Consultant Co., Ltd. PRC Beijing Anxinruide Real] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 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] [Consent of Jun He Law offices, PRC Counsel January 5, 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing People’s Republic of China Dear Sir or Madam: We hereby consent to references to our name and legal opinion by IFM Investments Limited under the heading “Risk Factors”, “Enforceability of Civil Liabilities” and “Legal Matters”] [January 5, 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Conor Chiahung Yang 1 EX-23.5 19 dex235.htm CONSENT OF CONOR CHIAHUNG YANG] [January 5, 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Kevin Yung 1 EX-23.6 20 dex236.htm CONSENT OF KEVIN YUNG] [IFM Investments Limited Code of Business Conduct and Ethics Purpose Code This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations of]