CTC [IFM Investments] 20-F: (Original Filing)

[] [Wholly owned subsidiaries : · IFM Company Ltd., incorporated in the Cayman Islands · Beijing Aifeite International Franchise Consultant Co., Ltd., incorporated in the People’s Republic of China · City Integrated Residential Services (China) Limited, incorporated in Hong Kong, S.A.R. · Shanghai Yaye Real Estate Brokerage Co., Ltd., incorporated in the People’s Republic of China · CIR Real Estate Consultant] [Certification by the Chief Executive Officer I, Donald Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification by the Chief Financial Officer I, Kevin Cheng Wei, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Donald Zhang Chief Executive Officer EX-13.1 5 a2214601zex-13_1.htm EX-13.1] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Kevin Cheng Wei Chief Financial Officer EX-13.2 6 a2214601zex-13_2.htm EX-13.2] [Consent of Commerce & Finance Law offices, PRC Counsel IFM Investments Limited Dear Sir or Madam: We hereby consent to the references to us by IFM Investments Limited (“the Company”) under the heading “Risks Related to Doing Business in China” in the Annual Report on Form 20-F of the Company for the year ended December 31, 2012. Yours faithfully, April] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-169542) and Form F-3 (No. 333-169541) of IFM Investments Limited of our report dated April 25, 2013 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form]

CTC [IFM Investments] 20-F:

[] [Wholly owned subsidiaries : · IFM Company Ltd., incorporated in the Cayman Islands · Beijing Aifeite International Franchise Consultant Co., Ltd., incorporated in the People’s Republic of China · City Integrated Residential Services (China) Limited, incorporated in Hong Kong, S.A.R. · Shanghai Yaye Real Estate Brokerage Co., Ltd., incorporated in the People’s Republic of China · CIR Real Estate Consultant] [Certification by the Chief Executive Officer I, Donald Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification by the Chief Financial Officer I, Kevin Cheng Wei, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Donald Zhang Chief Executive Officer EX-13.1 5 a2214601zex-13_1.htm EX-13.1] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Kevin Cheng Wei Chief Financial Officer EX-13.2 6 a2214601zex-13_2.htm EX-13.2] [Consent of Commerce & Finance Law offices, PRC Counsel IFM Investments Limited Dear Sir or Madam: We hereby consent to the references to us by IFM Investments Limited (“the Company”) under the heading “Risks Related to Doing Business in China” in the Annual Report on Form 20-F of the Company for the year ended December 31, 2012. Yours faithfully, April] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-169542) and Form F-3 (No. 333-169541) of IFM Investments Limited of our report dated April 25, 2013 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form]

EJ [E-HOUSE (CHINA)] 20-F: (Original Filing)

[None (Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 120,169,368 ordinary shares, par value $0.001 per share, as of December 31, 2012. Yes o No x Yes o No x Yes x No o Yes x] [INVESTOR RIGHTS AGREEMENT between SINA CORPORATION and E-HOUSE (CHINA) HOLDINGS LTD. August 16, 2012 INVESTOR RIGHTS AGREEMENT Agreement SINA E-House INVESTOR RIGHTS AGREEMENT, dated as of August 16, 2012 (this “ WITNESSETH: Merger Sub WHEREAS, E-House, CRIC (CHINA) HOLDINGS LIMITED (“ limited CRIC Plan of Merger Merger liability incorporated under the laws of the Cayman Islands and a direct wholly] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Xudong ZHU, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [EQUITY TRANSFER AGREEMENT By and Among ZHOU Xin ZHU Xudong Shanghai Lerong Information Technology Co., Ltd. And Shanghai Tian Zhuo Advertising Co., Ltd. Dated October 25, 2012 1 Equity Transfer Agreement This Equity Transfer Agreement (this “ Agreement ”) is entered into by and among the following parties on October 25, 20 12: (1) ZHOU Xin , whose identification card] [Termination Agreement Termination This Termination Agreement (this “ Agreement ”) is entered into by and among the following parties on October 25, 20 12: (1) ZHOU Xin , whose identification card number is ; (2) ZHU Xudong , whose identification card number is ; Original Shareholder Original Shareholders (ZHOU Xin and ZHU Xudong are referred to individually as a “] [DEBT RESTRUCTURING AGREEMENT By and mong ZHOU Xin ZHU Xudong Shanghai Tian Zhuo Advertising Co., Ltd. And Shanghai CRIC Information Technology Co., Ltd. Dated October 25, 2012 1 Debt Restructuring Agreement This Debt Restructuring Agreement (this “ Agreement ”) is entered into by and among the following parties on October 25, 20 12: (1) ZHOU Xin , whose identification card] [SHARE PURCHASE AGREEMENT between E-HOUSE (CHINA) HOLDINGS LIMITED and KANRICH HOLDINGS LIMITED December 27, 2012 SHARE PURCHASE AGREEMENT Agreement Company Purchaser This Share Purchase Agreement (this “ RECITALS WHEREAS, the Company is an exempted company organized under the laws of the Cayman Islands, and the Purchaser is controlled by Xin Zhou, co-chairman of the Company’s board of directors and chief] [AMENDMENT TO SHARE PURCHASE AGREEMENT Amendment Company Purchaser This Amendment to Share Purchase Agreement (this “ RECITALS WHEREAS, the Company is an exempted company organized under the laws of the Cayman Islands, and the Purchaser is controlled by Xin Zhou, co-chairman of the Company’s board of directors and chief executive officer of the Company; Share Purchase Agreement Ordinary Shares WHEREAS,] [PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Name of Entity PLACE OF INCORPORATION 1. E-House Real Estate Ltd. British Virgin Islands 2. E-House China (Beijing) Holdings Limited British Virgin Islands 3. E-House & Cityrehouse Real Estate Development Ltd. British Virgin Islands 4. Evercrest Holdings Limited British Virgin Islands 5. China E-Real Estate Holdings Ltd. British Virgin Islands 6. CRIC (China)] [I, Xin Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Principal Financial Officer I, Bin Laurence, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Xin Zhou Chief Executive Officer EX-13.1 17 a13-3171_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Bin Laurence Chief Financial Officer EX-13.2 18 a13-3171_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-148058, No. 333-170447 and No. 333-181508 on Form S-8 of our report dated April 17 , 2013, relating to the financial statements of E-House (China) Holdings Limited, and the effectiveness of E-House (China) Holdings Limited’s internal control over financial reporting, appearing in] [[Letterhead of Fangda Partners] April 17, 2013 E-House (China) Holdings Limited Dear Sirs, Yours faithfully, Fangda Partners EX-15.2 20 a13-3171_1ex15d2.htm EX-15.2]

EJ [E-HOUSE (CHINA)] 20-F: None (Title of Class) Indicate the number of

[None (Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 120,169,368 ordinary shares, par value $0.001 per share, as of December 31, 2012. Yes o No x Yes o No x Yes x No o Yes x] [INVESTOR RIGHTS AGREEMENT between SINA CORPORATION and E-HOUSE (CHINA) HOLDINGS LTD. August 16, 2012 INVESTOR RIGHTS AGREEMENT Agreement SINA E-House INVESTOR RIGHTS AGREEMENT, dated as of August 16, 2012 (this “ WITNESSETH: Merger Sub WHEREAS, E-House, CRIC (CHINA) HOLDINGS LIMITED (“ limited CRIC Plan of Merger Merger liability incorporated under the laws of the Cayman Islands and a direct wholly] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Xudong ZHU, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [EQUITY TRANSFER AGREEMENT By and Among ZHOU Xin ZHU Xudong Shanghai Lerong Information Technology Co., Ltd. And Shanghai Tian Zhuo Advertising Co., Ltd. Dated October 25, 2012 1 Equity Transfer Agreement This Equity Transfer Agreement (this “ Agreement ”) is entered into by and among the following parties on October 25, 20 12: (1) ZHOU Xin , whose identification card] [Termination Agreement Termination This Termination Agreement (this “ Agreement ”) is entered into by and among the following parties on October 25, 20 12: (1) ZHOU Xin , whose identification card number is ; (2) ZHU Xudong , whose identification card number is ; Original Shareholder Original Shareholders (ZHOU Xin and ZHU Xudong are referred to individually as a “] [DEBT RESTRUCTURING AGREEMENT By and mong ZHOU Xin ZHU Xudong Shanghai Tian Zhuo Advertising Co., Ltd. And Shanghai CRIC Information Technology Co., Ltd. Dated October 25, 2012 1 Debt Restructuring Agreement This Debt Restructuring Agreement (this “ Agreement ”) is entered into by and among the following parties on October 25, 20 12: (1) ZHOU Xin , whose identification card] [SHARE PURCHASE AGREEMENT between E-HOUSE (CHINA) HOLDINGS LIMITED and KANRICH HOLDINGS LIMITED December 27, 2012 SHARE PURCHASE AGREEMENT Agreement Company Purchaser This Share Purchase Agreement (this “ RECITALS WHEREAS, the Company is an exempted company organized under the laws of the Cayman Islands, and the Purchaser is controlled by Xin Zhou, co-chairman of the Company’s board of directors and chief] [AMENDMENT TO SHARE PURCHASE AGREEMENT Amendment Company Purchaser This Amendment to Share Purchase Agreement (this “ RECITALS WHEREAS, the Company is an exempted company organized under the laws of the Cayman Islands, and the Purchaser is controlled by Xin Zhou, co-chairman of the Company’s board of directors and chief executive officer of the Company; Share Purchase Agreement Ordinary Shares WHEREAS,] [PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Name of Entity PLACE OF INCORPORATION 1. E-House Real Estate Ltd. British Virgin Islands 2. E-House China (Beijing) Holdings Limited British Virgin Islands 3. E-House & Cityrehouse Real Estate Development Ltd. British Virgin Islands 4. Evercrest Holdings Limited British Virgin Islands 5. China E-Real Estate Holdings Ltd. British Virgin Islands 6. CRIC (China)] [I, Xin Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Principal Financial Officer I, Bin Laurence, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Xin Zhou Chief Executive Officer EX-13.1 17 a13-3171_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Bin Laurence Chief Financial Officer EX-13.2 18 a13-3171_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-148058, No. 333-170447 and No. 333-181508 on Form S-8 of our report dated April 17 , 2013, relating to the financial statements of E-House (China) Holdings Limited, and the effectiveness of E-House (China) Holdings Limited’s internal control over financial reporting, appearing in] [[Letterhead of Fangda Partners] April 17, 2013 E-House (China) Holdings Limited Dear Sirs, Yours faithfully, Fangda Partners EX-15.2 20 a13-3171_1ex15d2.htm EX-15.2]

EJ [E-HOUSE (CHINA)] SC 13D: (Original Filing)

[JOINT FILING AGREEMENT April 1 , 2013. Dated: April 1, 2013 Xin Zhou Kanrich Holdings Limited Xin Zhou] [SHARE PURCHASE AGREEMENT between E-HOUSE (CHINA) HOLDINGS LIMITED and KANRICH HOLDINGS LIMITED December 27, 2012 SHARE PURCHASE AGREEMENT Agreement Company Purchaser This Share Purchase Agreement (this “ RECITALS WHEREAS, the Company is an exempted company organized under the laws of the Cayman Islands, and the Purchaser is controlled by Xin Zhou, co-chairman of the Company’s board of directors and chief] [AMENDMENT TO SHARE PURCHASE AGREEMENT Amendment Company Purchaser This Amendment to Share Purchase Agreement (this “ RECITALS WHEREAS, the Company is an exempted company organized under the laws of the Cayman Islands, and the Purchaser is controlled by Xin Zhou, co-chairman of the Company’s board of directors and chief executive officer of the Company; Share Purchase Agreement Ordinary Shares WHEREAS,] [EXECUTION VERSION Confidential Information Redacted *** DATED 22 MARCH 2013 KANRICH HOLDINGS LIMITED AS BORROWER AND PROMINENT ASSET INVESTMENT LIMITED AS ORIGINAL LENDER AND AS CALCULATION AGENT MARGIN LOAN FACILITY AGREEMENT CONTENTS Clause Page 1. Definitions and Interpretation 1 2. The Facility 23 3.] [ENGLISH LAW SHARE AND ACCOUNT CHARGE CONTENTS Clause Page 1. Definitions and Interpretation 3 2. Interest on Overdue Sums 6 3.] []

EJ [E-HOUSE (CHINA)] SC 13D: JOINT FILING AGREEMENT April 1 , 2013. Dated:

[JOINT FILING AGREEMENT April 1 , 2013. Dated: April 1, 2013 Xin Zhou Kanrich Holdings Limited Xin Zhou] [SHARE PURCHASE AGREEMENT between E-HOUSE (CHINA) HOLDINGS LIMITED and KANRICH HOLDINGS LIMITED December 27, 2012 SHARE PURCHASE AGREEMENT Agreement Company Purchaser This Share Purchase Agreement (this “ RECITALS WHEREAS, the Company is an exempted company organized under the laws of the Cayman Islands, and the Purchaser is controlled by Xin Zhou, co-chairman of the Company’s board of directors and chief] [AMENDMENT TO SHARE PURCHASE AGREEMENT Amendment Company Purchaser This Amendment to Share Purchase Agreement (this “ RECITALS WHEREAS, the Company is an exempted company organized under the laws of the Cayman Islands, and the Purchaser is controlled by Xin Zhou, co-chairman of the Company’s board of directors and chief executive officer of the Company; Share Purchase Agreement Ordinary Shares WHEREAS,] [EXECUTION VERSION Confidential Information Redacted *** DATED 22 MARCH 2013 KANRICH HOLDINGS LIMITED AS BORROWER AND PROMINENT ASSET INVESTMENT LIMITED AS ORIGINAL LENDER AND AS CALCULATION AGENT MARGIN LOAN FACILITY AGREEMENT CONTENTS Clause Page 1. Definitions and Interpretation 1 2. The Facility 23 3.] [ENGLISH LAW SHARE AND ACCOUNT CHARGE CONTENTS Clause Page 1. Definitions and Interpretation 3 2. Interest on Overdue Sums 6 3.] []

EJ [E-HOUSE (CHINA)] 6-K: (Original Filing)

[E-House Announces Completion of New Share Issuance to Management SHANGHAI, China, March 25, 2013 — E-House (China) Holdings Limited (“E-House” or the “Company”) (NYSE: EJ), a leading real estate services company in China, today announced that it recently completed its new share issuance to the management team as previously announced on December 10, 2012. As a result of the transaction,] [E-HOUSE (CHINA) HOLDINGS LIMITED 17/F, East Tower No. 333 North Chengdu Road Shanghai 200041 People’s Republic of China Form 20-F x Form 40-F o o o E-House (China) Holdings Limited]

EJ [E-HOUSE (CHINA)] 6-K: E-House Announces Completion of New Share Issuance to

[E-House Announces Completion of New Share Issuance to Management SHANGHAI, China, March 25, 2013 — E-House (China) Holdings Limited (“E-House” or the “Company”) (NYSE: EJ), a leading real estate services company in China, today announced that it recently completed its new share issuance to the management team as previously announced on December 10, 2012. As a result of the transaction,] [E-HOUSE (CHINA) HOLDINGS LIMITED 17/F, East Tower No. 333 North Chengdu Road Shanghai 200041 People’s Republic of China Form 20-F x Form 40-F o o o E-House (China) Holdings Limited]

EJ [E-HOUSE (CHINA)] 6-K: (Original Filing)

[E-House Reports Fourth Quarter and Full Year 2012 Results and Declares Cash Dividend SHANGHAI, China, March 12, 2013 — E-House (China) Holdings Limited (“E-House” or the “Company”) (NYSE: EJ), a leading real estate services company in China, today announced its unaudited financial results for the fiscal quarter and full year ended December 31, 2012, and declared a cash dividend of] [E-HOUSE (CHINA) HOLDINGS LIMITED 17/F, East Tower No. 333 North Chengdu Road Shanghai 200041 People’s Republic of China Form 20-F x Form 40-F o o o E-House (China) Holdings Limited Bin Laurence]

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