F-1

As filed with the Securities and Exchange Commission on January 5, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IFM Investments Limited

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	6531	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

26/A, East Wing, Hanwei Plaza

No.7 Guanghua Road, Chaoyang District

Beijing 100004, People’s Republic of China

(86-10) 6561-7788

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 664-1666

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Edmund C. Duffy, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 (212) 735-3000 Jon L Christianson, Esq. Peter X. Huang, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 30^th Floor, Tower 2, China World Trade Center No. 1 Jianguomenwai Avenue Beijing, China 100004 (8610) 6535-5500 David T. Zhang, Esq. Allen C. Wang, Esq. Latham & Watkins 41^st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong (852) 2522-7886

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)(2)	Proposed maximum         aggregate offering price(3)		Amount of             registration fee
Class A ordinary shares, par value US$0.001 per share	US$	184,000,000	US$	13,120

⁽¹⁾ Includes (i) Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public and (ii) Class A ordinary shares that may be purchased by the underwriters pursuant to an option to purchase additional ADSs. These Class A ordinary shares are not being registered for the purpose of sales outside of the United States.

⁽²⁾ American depositary shares evidenced by American depositary receipts issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6. Each American depositary share represents              Class A ordinary shares.

⁽³⁾ Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

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 public market currently exists for our Class A ordinary shares or ADSs. We will not receive any proceeds from the ADSs sold by the selling shareholders.

We currently anticipate the initial public offering price of our ADSs to be between US$             and US$             per ADS. We have applied to have our ADSs listed on the New York Stock Exchange under the symbol “CTC.”

Investing in our ADSs involves a high degree of risk. See “Risk Factors” beginning on page 13.

	Per ADS	Total
Public Offering Price	US$	US$
Underwriting Discount	US$	US$
Proceeds, before expenses, to Us	US$	US$
Proceeds to the Selling Shareholders	US$	US$

The selling shareholders have granted the underwriters a 30-day option to purchase up to              additional ADSs from the selling shareholders at the initial public offering price less the underwriting discount and commission.

Delivery of our ADSs will be made on or about             , 2010.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Goldman Sachs Morgan Stanley

William Blair & Company Oppenheimer & Co.

The date of this prospectus is             , 2010.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	13
FORWARD-LOOKING STATEMENTS	31
USE OF PROCEEDS	32
DIVIDEND POLICY	33
CAPITALIZATION	34
DILUTION	36
EXCHANGE RATE INFORMATION	38
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA	39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	42
OUR INDUSTRY	65
OUR BUSINESS	74
OUR CORPORATE HISTORY AND STRUCTURE	89
MANAGEMENT	92
PRINCIPAL AND SELLING SHAREHOLDERS	98
OUR RELATIONSHIP WITH REALOGY AND RELATED PARTY TRANSACTIONS	100
REGULATIONS	104
DESCRIPTION OF SHARE CAPITAL	110
SHARES ELIGIBLE FOR FUTURE SALE	122
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	124
TAXATION	134
ENFORCEABILITY OF CIVIL LIABILITIES	140
UNDERWRITING	142
EXPENSES RELATING TO THIS OFFERING	148
LEGAL MATTERS	149
EXPERTS	149
WHERE YOU CAN FIND MORE INFORMATION	150
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus. Neither we nor the selling shareholders have authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to offer and sell these securities. Unless otherwise indicated, the information in this document may only be accurate as of the date of this document.

Until             , 2010, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

You should read the following summary together with the entire prospectus, including the more detailed information regarding us, the ADSs being sold in this offering, and our consolidated financial statements and related notes appearing elsewhere in this prospectus. You should consider carefully, among other things, the matters discussed in the section entitled “Risk Factors.” Unless the context indicates otherwise, all share and per share data in this prospectus give effect to a 10-for-1 share split that became effective on January 4, 2010.

Our Company

We are a leading comprehensive real estate services provider with the largest network of real estate sales offices in China. We are the exclusive franchisor in China for the CENTURY 21^® brand, one of the world’s most recognized brands in the real estate industry. As of September 30, 2009, our CENTURY 21^® China network covered 34 major cities with more than 1,000 sales offices, employed approximately 14,900 sales professionals and staff and maintained approximately 4.7 million property listings. In the first half of 2009, based on transaction volume, we ranked among the top three market leaders in over 90% of the cities in which we operate and were the market leader in more than 30% of those cities. We primarily focus on China’s fast-growing and highly fragmented secondary real estate market, which we expect to outgrow the primary market, especially in more economically prosperous cities.

We operate under three different but closely related business lines: company-owned brokerage services, mortgage management services and franchise services. We have deployed a unique business model that has allowed us to rapidly scale our company-owned operations by leveraging the in-depth market knowledge and human capital developed from our franchise network.

We started our franchise services business in 2000 and have rapidly expanded our franchise network and our brand. Our franchise services business grants regional franchise rights for the CENTURY 21^® brand to regional sub-franchisors in China who, in turn, open their own sales offices or grant third parties the right to open sales offices within their region. We generate revenue from our franchise services by collecting initial franchise fees and ongoing service fees from these regional sub-franchisors. Our franchise network has provided us with valuable information to gauge market maturity and identify potential opportunities to establish and grow our company-owned brokerage services business. Until we launched our company-owned brokerage services business in 2006, we generated our net revenues solely from our franchise services business. We started our company-owned brokerage services business in Beijing and Shanghai in 2006 and in Shenzhen in 2008, and have quickly expanded our company-owned sales office network in these cities through organic growth and acquisitions of sales offices owned by third parties. As of September 30, 2009, we had approximately 280 company-owned sales offices, representing approximately 26.1% of our CENTURY 21^® China network. Our company-owned brokerage services business owns and operates regional sub-franchisors and sales offices in the CENTURY 21^® China network. We generate revenue from our company-owned brokerage services primarily through commissions earned from home buyers, sellers, lessors and lessees. In 2008 and the nine months ended September 30, 2009, our company-owned sales offices contributed approximately 75.4% and 91.9% respectively, of our total net revenues.

In 2008, we launched our independent mortgage management services in Beijing and Shanghai, providing services to customers both inside and outside our CENTURY 21^® China network. Our mortgage management services business provides mortgage advisory services to home buyers and home owners and interim guarantee services to commercial banks. We generate revenue from our mortgage management services primarily through commissions earned from commercial banks in consideration of our advisory services and

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interim guarantee services. Our mortgage management services business is well positioned to take advantage of referrals from our extensive network of company-owned sales offices. In the first nine months of 2009, a substantial majority of the transactions handled by our company-owned brokerage services in which mortgages were utilized made use of our mortgage management services. We have provided services for home mortgages with an aggregate loan amount of approximately RMB6.1 billion since we launched our mortgage management service business through September 30, 2009. Our contingent guarantee obligation associated with our interim guarantees as of September 30, 2009 was RMB829.3 million.

Our rapid growth is supported by our information systems and training programs. Our information systems provide real-time and in-depth management and sales information, support our network of sales offices, and drive our marketing efforts. We strongly believe in training members of our management team, who are generally required to complete quarterly training courses. Additionally, all of our sales professionals are required when they join us to complete training courses that we conduct in-house, and are also required to complete monthly refresher or new skills courses.

We have experienced substantial growth since we commenced operations in 2000. Our total net revenues increased from RMB38.4 million in 2006 to RMB273.4 million in 2008, representing a compound annual growth rate of 166.8%, and from RMB208.9 million in the nine months ended September 30, 2008 to RMB443.7 million in the same period in 2009, representing an increase of 112.4%. After incurring net losses of RMB72.8 million and RMB131.9 million for the years ended December 31, 2007 and 2008, respectively, we became profitable during the nine month period ended September 30, 2009 with a net income of RMB88.3 million (US$12.9 million). We have received numerous awards and recognitions for our service quality and business achievements, including the “Highly Appraised Franchisor Award” by the China Chain Store and Franchise Association in 2008 and 2009, “Prominent Real Estate Services Provider” by Sina.com in 2008, and “Most Reputable Real Estate Services Provider” by Sohu.com in 2009.

Industry Background

The PRC economy has grown significantly since the PRC government introduced economic reforms in the late 1970s. This growth has accelerated since China entered the World Trade Organization in 2001. China’s economic growth, together with an increase in disposable incomes, a rise in urbanization levels, the emergence of a mortgage lending market and government housing reforms, have driven the expansion of China’s real estate market. The secondary residential property market in China has grown significantly as home inventory increases and the turnover rate for existing homes rises. However, the secondary residential property market in China is still at a relatively early stage of development. The ratio between secondary and primary residential property transaction volumes for the first six months of 2009 in Beijing and Shanghai was only 1.30 times and 1.94 times, respectively, compared to 13.15 times in the U.S. and 5.16 times in Hong Kong.

The real estate services industry in China, which includes primary brokerage services, secondary brokerage services, mortgage management services and leasing services, has become increasingly specialized as it has grown in size and complexity. Secondary residential property brokerage services include brokerage services for existing home sales, leases and related services. An important aspect of China’s secondary residential property brokerage industry is the predominance of open listings, under which property listings can be marketed simultaneously by multiple agents. As a result, brokerage firms in China rarely share listing information with their competitors and large-scale players in the industry generally have a competitive advantage over their smaller counterparts. The secondary residential property brokerage industry in China is currently highly fragmented. We believe that industry consolidation will become an increasingly prevalent trend. As the residential mortgage market increases in size and sophistication, specialized mortgage management agents are becoming important channels for commercial banks to distribute their real estate financing products. Amounts of

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outstanding residential mortgages in China grew from RMB825 billion as of December 31, 2002 to RMB2.98 trillion as of December 31, 2008, representing a compound annual growth rate of 23.9%.

Our Strengths and Strategies

We believe that the following strengths differentiate us from our competitors and have enabled us to capture a leading position in the rapidly growing real estate services industry in China:

• We leverage one of the world’s most recognized real estate service brands to drive our leadership in China;

• We have a unique business model that allows us to rapidly scale our distribution network and expand our product and service offerings;

• We are the leader in the faster growing and more sustainable secondary real estate brokerage market;

• We utilize our nationwide network to maintain a growing database of property listings that draws new customers and provides opportunities for future growth;

• We have developed world class, standardized information systems and training systems to support the scalability of our business model; and

• We have an experienced and stable management team.

Our aim is to further widen our leadership as China’s largest real estate service provider, through the following strategies:

• Strengthen our distribution network;

• Expand existing product lines;

• Enhance brand awareness; and

• Invest in human capital management.

Our Challenges and Risks

The successful execution of our strategies is subject to certain challenges and risks that may materially affect us, including:

• Fluctuations in China’s real estate market;

• Uncertainty in the further development and expansion of the real estate services industry in China;

• Governmental regulations of the real estate industry in China;

• Our ability to receive dividends from, and to make loans to and direct investment in, our operations in China as an offshore holding company;

• Our aggregate net losses of RMB204.7 million for the two years ended December 31, 2008, which were partially offset by net income of RMB88.3 million for the nine months ended September 30, 2009; and

• Adverse developments in general business, economic and political conditions globally and in China.

In addition to the foregoing, under Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc., Goldman Sachs (Asia) L.L.C. is technically deemed to have a conflict of interest in

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connection with this offering because one of its affiliates will beneficially own approximately 28% of our outstanding ordinary shares immediately prior to the completion of this offering. Accordingly, Morgan Stanley & Co. International plc is acting as the qualified independent underwriter as defined under such rule, and has participated in the preparation of this prospectus and exercised the usual standards of due diligence in respect thereto. Please see “Risk Factors” and other information included in this prospectus for a detailed discussion of these challenges and risks.

Corporate History and Structure

We became the exclusive franchisor of the CENTURY 21^® brand in China on March 22, 2000 through IFM Company Limited, or IFM Co., a Cayman Islands company controlled by one of our founders, Donald Zhang. We incorporated our company, IFM Investments Limited, in the Cayman Islands on November 30, 2005. We underwent a reorganization in 2006. Upon the effectiveness of our reorganization on August 24, 2006, we became the holding company of our various subsidiaries, including IFM Co. From 2006 to 2008, after giving effect to our 10-for-1 share split effected January 4, 2010, we issued a total of 311,367,270 preferred shares to a number of private equity investors and Realogy Corporation, or Realogy, the owner of the CENTURY 21^® brand.

Our principal subsidiaries include:

• IFM Co., which holds the exclusive franchise rights for the CENTURY 21^® brand in China;

• Beijing Anxinruide Real Estate Brokerage Co. Limited, or Beijing Anxin, which owns our company-owned sales offices in Beijing;

• Shanghai Ruifeng Real Estate Investments Consulting Co. Limited, or Shanghai Ruifeng, which owns our company-owned sales offices in Shanghai; and

• CIR Real Estate Consultant (Shenzhen) Co. Limited, or Shenzhen CIR, which owns our company-owned sales offices in Shenzhen.

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The following diagram illustrates our anticipated shareholding and corporate structure with our principal subsidiaries immediately following this offering⁽¹⁾:

(1) Represents beneficial ownership of our Class A and Class B ordinary shares as used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Immediately prior to this offering, IFM Overseas Partners, Goldman Sachs Strategic Investments, GL Asia Mauritius II, Realogy and certain of our employees, other than Mr. Donald Zhang and Mr. Harry Lu, as a result of grants under our stock incentive plan (noted collectively on the above diagram as “Employees”) each beneficially owned 52.1%, 28.4%, 18.4%, 1.1% and 1.1%, respectively, of our ordinary shares.

(2) Consists of              Class A ordinary shares and              Class B ordinary shares, which have substantially the same rights as Class A ordinary shares except that they are not entitled to vote as further described in “Description of Share Capital — Classes of shares.”

Corporate Information

Our principal executive office is located at 26/A, East Wing, Hanwei Plaza, No.7 Guanghua Road, Chaoyang District, Beijing 100004, People’s Republic of China. Our telephone number at this address is (86-10) 6561-7788 and our fax number is (86-10) 6561-3321. Our registered office in the Cayman Islands is located at the offices of Trident Trust Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O. Box 847GT Grand Cayman, Cayman Islands. Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011.

Investor inquiries should be directed to us at the address and telephone number of our principal executive offices set forth above. Our website is http://www.century21cn.com. The information contained on our website is not part of this prospectus.

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Conventions That Apply to This Prospectus

Unless otherwise indicated, references in this prospectus to:

• “we,” “us,” “our” and “our company” refer to IFM Investments Limited, a Cayman Islands company, and its predecessor entities and its subsidiaries;

• “ADSs” are to our American depositary shares, each of which represents              Class A ordinary shares;

• “ADRs” are to the American depositary receipts, which, if issued, evidence our ADSs;

• “China” and the “PRC” are to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau;

• “Shares” or “ordinary shares” are to our ordinary shares, par value US$0.001 per share which include both Class A ordinary shares and Class B ordinary shares;

• “RMB” and “Renminbi” are to the legal currency of China; and

• “US$” and “U.S. dollars” are to the legal currency of the United States.

Unless otherwise indicated, references to our principal subsidiaries in this prospectus are specified as follows:

• “Beijing Anxin” is to Beijing Anxinruide Real Estate Brokerage Co. Limited, a company incorporated in the PRC;

• “IFM Beijing” is to Beijing Aifeite International Franchise Consultant Co. Limited, a company incorporated in the PRC;

• “IFM BJ Broker” is to Beijing IFM International Real Estate Brokerage Co. Limited, a company incorporated in the PRC;

• “IFM Co.” is to IFM Company Limited, a company incorporated in the Cayman Islands;

• “IFM SH” is to Shanghai Yaye Real Estate Brokerage Co. Limited, a company incorporated in the PRC;

• “MMC BJ” is to Beijing Kaishengjinglue Guarantee Co. Limited, a company incorporated in the PRC;

• “MMC SH” is to Shanghai Kaiyi Investment Consultant Management Co. Limited, a company incorporated in the PRC;

• “Shanghai Ruifeng” is to Shanghai Ruifeng Real Estate Investments Consulting Co. Limited, a company incorporated in the PRC; and

• “Shenzhen CIR” is to CIR Real Estate Consultant (Shenzhen) Co. Limited, a company incorporated in the PRC.

Unless otherwise indicated, information in this prospectus assumes that:

• the underwriters do not exercise their option to purchase additional ADSs; and

• all outstanding preferred shares are converted into 158,339,339 of our Class A ordinary shares and 80,502,938 of our Class B ordinary shares upon the closing of this offering.

This prospectus contains translations of certain Renminbi amounts into U.S. dollars at specified rates. All translations from Renminbi to U.S. dollars were made at the noon buying rate in New York City for cable

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transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise stated, the translation of Renminbi into U.S. dollars has been made at the noon buying rate in effect on September 30, 2009, which was RMB6.8262 to US$1.00. We make no representation that the Renminbi or dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On December 31, 2009, the noon buying rate was RMB6.8259 to US$1.00.

This prospectus contains references to compound annual growth rate, which represents the rate of return on an annualized basis over the relevant time period.

CENTURY 21^® is a registered trademark owned by a subsidiary of Realogy Corporation.

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The Offering

ADSs offered by us              ADSs.

ADSs offered by the Selling Shareholders              ADSs.

Offering price We estimate that the initial public offering price will be between US$             and US$             per ADS.

ADSs outstanding immediately after this offering              ADSs (or              ADSs if the underwriters exercise their option to purchase additional ADSs in full).

Ordinary shares outstanding immediately after this offering              Class A ordinary shares and              Class B ordinary shares (or              Class A ordinary shares and              Class B ordinary shares if the underwriters exercise their option to purchase additional ADSs in full).

ADSs Each ADS represents              Class A ordinary shares, par value US$0.001 per ordinary share. The ADSs will be evidenced by American depositary receipts, or ADRs.

The depositary will be the holder of the ordinary shares underlying the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement among us, the depositary and owners and beneficial owners of ADSs from time to time.

You may surrender your ADSs to the depositary to withdraw the ordinary shares underlying your ADSs. The depositary will charge you a fee for such an exchange.

We may amend or terminate the deposit agreement for any reason without your consent. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled “Description of American Depositary Shares.” You should also read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.

Option to purchase additional ADSs The selling shareholders have granted to the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of              additional ADSs at the initial public offering price, less underwriting discounts and commissions.

Use of proceeds We estimate that we will receive net proceeds of approximately US$             million from this offering, after deducting the

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underwriting discounts, commissions and estimated offering expenses payable by us and assuming an initial public offering price of US$             per ADS, being the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus. We intend to use our net proceeds from this offering to fund the development of our company-owned brokerage services business through selected strategic acquisitions to enter new cities and by opening additional company-owned sales offices and, to invest and upgrade our information and operations systems and to fund general corporate purposes.

We will not receive any of the proceeds from the sale of the ADSs by the selling shareholders.

See “Use of Proceeds.”

Listing We have applied to have our ADSs listed on the New York Stock Exchange under the symbol “CTC.” Our ordinary shares will not be listed on any exchange or quoted for trading on any automated quotation system or any over-the-counter trading system.

Lock-up We have agreed with the underwriters to a lock-up of our shares for a period ending 180 days after the date of this prospectus. In addition, each of our existing shareholders has also agreed with the underwriters to a lock-up of their shares for a period of 180 days after the date of this prospectus. See “Shares Eligible For Future Sale” and “Underwriting.”

Risk factors See “Risk Factors” in this prospectus beginning on page 13 and other information included in this prospectus for a discussion of the risks you should carefully consider before deciding to invest in our ADSs.

Depositary JPMorgan Chase Bank N.A.

Payment and settlement We expect our ADSs to be delivered against payment on or about             , 2010.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA

You should read the summary consolidated financial information and operating data in conjunction with our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

The following summary consolidated financial information and operating data for the periods and as of the dates indicated should be read in conjunction with our audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our summary consolidated statement of operations data for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2009 and summary consolidated balance sheet data as of December 31, 2007 and 2008 and September 30, 2009 have been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. Our summary consolidated statement of operations data for the nine months ended September 30, 2008 have been derived from our unaudited consolidated financial statements, which are included elsewhere in this prospectus and have been prepared on the same basis as our audited consolidated financial data. The unaudited selected financial data include, in the opinion of management, all adjustments, consisting of only normal recurring adjustments that are necessary for a fair presentation of the financial position and the results of operations for the interim unaudited period. Our summary consolidated statement of operations data for the year ended December 31, 2006 and summary consolidated balance sheet data as of December 31, 2006 have been derived from our financial statements not included in this prospectus. Our audited and unaudited consolidated financial statements have been prepared and presented in accordance with accounting principles generally accepted in the United States of America, or US GAAP. The historical results are not necessarily indicative of results to be expected in any future period.

	For the Year Ended December 31,						For the Nine Months Ended September 30,
	2006		2007		2008		2008		2009
	(RMB)		(RMB)		(RMB)		(RMB)		(RMB)		(US$)(1)
	(in thousands, except for share and per share data)
							(unaudited)
Statement of Operations Data:
Revenue
Net revenues	38,425		189,029		273,359		208,877		443,691		64,998
Costs and Expenses
Commissions and other agent related costs	(4,620	)	(82,866	)	(151,550	)	(116,250	)	(197,978	)	(29,003	)
Operating costs	(9,914	)	(79,886	)	(146,457	)	(110,889	)	(85,183	)	(12,479	)
Selling, general and administrative expenses	(40,285	)	(94,471	)	(102,952	)	(76,456	)	(70,278	)	(10,295	)
Total costs and expenses	(54,819	)	(257,223	)	(400,959	)	(303,595	)	(353,439	)	(51,777	)
(Loss) / income from operations	(16,394	)	(68,194	)	(127,600	)	(94,718	)	90,252		13,221
Interest income	848		1,708		4,441		2,708		1,575		231
Interest expense	(1,299	)	—		—		—		—		—
Foreign currency exchange loss	(1,537	)	(5,485	)	(5,526	)	(4,458	)	(480	)	(70	)
(Loss) / income before income tax and share of associates’ losses	(18,382	)	(71,971	)	(128,685	)	(96,468	)	91,347		13,382
Income tax	(799	)	(394	)	(2,076	)	(1,780	)	(2,821	)	(414	)
Share of associates’ losses	(373	)	(409	)	(1,126	)	(1,050	)	(193	)	(28	)
Net (loss) / income	(19,554	)	(72,774	)	(131,887	)	(99,298	)	88,333		12,940
Non-controlling interest	1,524		(1,347	)	(431	)	(431	)	—		—
Net (loss) / income attributable to IFM Investments Limited	(18,030	)	(74,121	)	(132,318	)	(99,729	)	88,333		12,940
Net (loss) / income per Share
Basic	(0.08	)	(0.31	)	(0.57	)	(0.43	)	0.13		0.02
Diluted	(0.08	)	(0.31	)	(0.57	)	(0.43	)	0.13		0.02
Net (loss) / income per ADS
Basic
Diluted
Weighted average number of ordinary shares used in per share calculations(2):
Basic	260,000,000		260,000,000		260,000,000		260,000,000		260,000,000		260,000,000
Diluted	260,000,000		260,000,000		260,000,000		260,000,000		264,262,500		264,262,500

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(1) Translations of RMB amounts into U.S. dollars were made at a rate of RMB6.8262 to US$1.00, the noon buying rate for U.S. dollars in effect on September 30, 2009 in New York City for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York.

(2) On January 4, 2010, we effected a share split whereby all of our issued and outstanding 26,000,000 ordinary shares of par value US$0.01 each, 20,000,000 Series A preferred shares of par value US$0.01 each and 11,136,727 Series B preferred shares of par value US$0.01 each were divided into 260,000,000 ordinary shares of US$0.001 par value each, 200,000,000 Series A preferred shares of par value US$0.001 each and 111,367,270 Series B preferred shares of par value US$0.001 each, respectively, and the number of our authorized shares was increased from 101,374,676 to 1,013,746,760. The share split has been retroactively reflected for all periods presented herein.

	As of December 31,						As of September 30,
	Actual						Actual				Pro Forma As Adjusted(2)
	2006		2007		2008		2009				2009
	(RMB)		(RMB)		(RMB)		(RMB)		(US$)(1)		(RMB)	(US$)(1)
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	110,505		331,216		176,977		263,176		38,554
Restricted cash	6,793		14,497		17,213		21,565		3,159
Accounts receivable, net	6,437		9,965		13,633		60,030		8,794
Amount due from related parties	80,789		44,068		38,110		6,210		910
Property and equipment, net	5,548		42,467		42,954		41,076		6,017
Intangible assets, net	27,943		26,317		29,796		28,318		4,148
Total assets	255,750		513,187		360,895		462,792		67,796
Accrued expenses and other current liabilities	38,535		52,234		53,597		97,450		14,276
Total liabilities	106,073		145,647		111,356		123,660		18,115
Convertible redeemable preferred shares	172,131		469,971		501,892		514,162		75,322
Total shareholders’ deficit	(22,454	)	(102,431	)	(252,353	)	(175,030	)	(25,641	)

(1) Translations of RMB amounts into U.S. dollars were made at a rate of RMB6.8262 to US$1.00, the noon buying rate for U.S. dollars in effect on September 30, 2009 in New York City for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York.

(2) Our consolidated balance sheet data as of September 30, 2009 is adjusted to give effect to the automatic conversion of all our ordinary and preferred shares into 418,339,339 Class A and 80,502,938 Class B ordinary shares immediately prior to the closing of this offering, and the issuance and sale of ADSs by us in this offering, assuming an initial public offering price of US$             per share (the mid-point of the estimated initial public offering price range), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A US$1.00 increase (decrease) in the assumed initial public offering price of US$             per ADS would increase (decrease) the amounts representing cash and cash equivalents, total assets and total shareholders’ deficit by US$             .

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	For the year ended or as of December 31,		For the nine months ended or as of September 30,
	2007	2008	2008	2009
			(unaudited)
Other Financial and Operating Data:
Company-owned brokerage services
Net revenues (in thousands of RMB)	151,692	206,076	153,703	407,937
Average number of operating sales offices(1)	143	279	296	233
Average monthly net revenues per operating sales office (in thousands of RMB)	88.4	61.6	57.7	194.5
Mortgage management services
Net revenues (in thousands of RMB)	—	10,650	7,903	22,467
Loan amount of referred mortgages (in thousands of RMB)	—	1,879,500	1,369,000	4,171,000
Franchise services
Net revenues (in thousands of RMB)	37,337	56,633	47,271	13,287
Number of regional sub-franchisors as of the period end	23	28	27	28

(1) Equals the sum of the number of operating sales offices that existed at the end of each month in the applicable period, divided by the number of months in such period.

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RISK FACTORS

You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below, before you decide to buy our ADSs. Any of the following risks could have a material and adverse effect on our business, prospects, financial condition and results of operations. In any such case, the trading price of our ADSs could decline, and you could lose all or part of your investment.

Risks Related to Our Business

Our business is susceptible to fluctuations in the real estate market in China, and the property market in China is volatile and at an early stage of development, which could have a material and adverse effect on our business, financial condition and results of operations.

We conduct our real estate services business primarily in China, and our business depends substantially on the conditions of the real estate market in China. The real estate market in China remains at an early stage of development, and social, political, economic, legal and other factors may affect its development. For example, the lack of a mature and active secondary market for private properties and the limited amount of mortgage loans available to individuals in China may result in fluctuations in residential real estate markets. Although demand for private residential property in China has grown rapidly in recent years, this growth has often been coupled with volatile market conditions and fluctuations in property prices. For example, the rapid expansion of the property market in major provinces and cities, such as Beijing, Shanghai and Shenzhen, in the early 1990s, led to an oversupply in the mid-1990s and a corresponding fall in property values and rentals in the second half of the decade. We believe our business has been affected by fluctuations in the real estate market in China. For instance, our average monthly net revenues per operating sales office decreased by 36% and 23% in Beijing and Shanghai respectively, from 2007 to 2008. We believe this decrease was partially due to the weakness of the real estate market in China in 2008. On the other hand, our average monthly net revenues per operating sales office increased by 416.6% and 167.4% in these cities during the nine months ended September 30, 2009 compared to the same period in 2008. We believe such increase was partially due to the recovery of real estate market in China during 2009. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.” The PRC property market may experience, and transaction volume may be impacted by, undersupply or oversupply and property price fluctuations caused by economic, social, political and other factors. Any future overdevelopment in the property sector or other adverse changes in the economic, political or social environment in China may result in an oversupply of properties and a decrease in property prices and overall transaction activities, which could materially and adversely affect our business, financial condition and results of operations.

In addition, as all of our company-owned sales offices are strategically located in large metropolitan areas in Beijing, Shanghai and Shenzhen, any decrease in demand or any other adverse developments in these regions may materially and adversely affect our business, financial condition and results of operations.

Adverse developments in general business and economic conditions could have a material and adverse effect on our business, financial condition and results of operations.

Our business and operations are sensitive to general business and economic conditions globally and in China. These include short-term and long-term interest rates, inflation or deflation, fluctuations in debt and equity capital markets, consumer confidence and the general condition of the PRC and world economies. Certain recent adverse developments in the global financial markets have impacted the global economy. These developments include, among others, a general slowdown of economic growth in China, the U.S. and elsewhere globally, and substantial volatility and tightening of liquidity in financial and real estate markets. Numerous general business and economic factors could contribute to a real estate market downturn and adversely affect our business, including: (1) any systemic weakness in the banking and financial sectors; (2) any substantial declines in the stock markets or continued stock market volatility; (3) any increase in levels of unemployment; (4) a lack

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of available credit and lack of confidence in the financial sector; and (5) any general economic downturn in China or the global economy. Adverse developments in these general business and economic conditions could have a material and adverse effect on our business, financial condition and results of operations.

Our business could be materially and adversely affected by any government measures influencing China’s real estate industry.

The real estate market in China is typically affected by changes in government policies affecting the financial markets and related areas. In the past, the PRC government has adopted various administrative measures to restrain what it perceived as unsustainable growth in the real estate market, particularly when the real estate market in China has experienced rapid and significant growth. In 2007, home sales and prices in China rose rapidly to unprecedented levels, culminating in a housing downturn beginning in late 2007 due to the PRC government’s intervention in the real estate market to stabilize market prices and reduce market speculation. Although home sales and prices in China recovered in 2009, the PRC real estate market could experience a prolonged downturn in the future, which could have a material and adverse impact on our business, financial condition and results of operations. Any of the following could cause a decline in home sales and prices or the related revenue we generate from our business:

• any contractionary monetary policy adopted by the PRC government, including any significant rise in interest rates;

• any adverse development in the credit markets and/or mortgage financing markets resulting from PRC government policies;

• any significant increase in transaction costs as a result of changes in PRC government policies regarding real estate transaction taxes, such as the recent announcement regarding the reinstatement of a sales tax on residential property sales by individuals within five years of purchase;

• any adverse change in PRC government policies regarding the acquisition and/or ownership of real estate property;

• any adverse change in PRC national or local government policies or practices regarding brokerage, referral or franchise business or related fees and commissions; or

• any other PRC government policies or regulations that burden real estate transactions or ownership.

We experienced net losses for the years ended December 31, 2007 and 2008, and there is no assurance that we will be profitable in the future.

During the years ended December 31, 2007 and 2008, we experienced net losses of RMB72.8 million and RMB131.9 million, respectively, primarily due to expenses arising from the addition of a significant number of company-owned sales offices and, to a lesser extent, in 2008, the effects of the global economic downturn on the real estate industry in China. Consequently, our accumulated deficit was RMB268.0 million and RMB179.7 million as of December 31, 2008 and September 30, 2009, respectively. We expect to continue to increase costs and operating expenses as we implement initiatives to continue to grow our business, particularly our company-owned brokerage services business. If our net revenues do not increase to offset any expected increases in costs and operating expenses, we will not be profitable. You should not consider our revenue growth in recent periods as indicative of our future performance. Net revenues in future periods could decline or grow more slowly than we expect. Although we had net income of RMB88.3 million for the nine months ended September 30, 2009, we cannot assure you that we will be profitable in the current year, or that we will be able to maintain profitability in the future.

We do not own the CENTURY 21^® brand and our right to use the CENTURY 21^® brand is subject to risks and limitations.

Realogy owns the CENTURY 21^® brand and system. Through our wholly owned subsidiary IFM Company Limited, or IFM Co, we hold the exclusive right to franchise, manage and operate the CENTURY 21^®

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franchise network in China. Our interests and business strategies could be different from those of Realogy. See “Our Relationship with Realogy and Related Party Transactions.” Any adverse development in our relationship with Realogy could have a material and adverse effect on our business, financial condition and results of operations.

Our rights to use the CENTURY 21^® brand are set forth in our master sub-franchise agreement with Realogy. The master sub-franchise agreement has a term of 25 years starting on March 2000, extendable at our election for additional terms of 25 years upon payment of renewal fees. As contractual rights, our rights to use the CENTURY 21^® brand remain subject to the risks and limitations customarily associated with contractual relationships, including but not limited to, a party’s right to terminate the agreement in the event the other party materially breaches the agreement, a party’s right to terminate in certain specified circumstances, and the risk that the contract may be voided if either party were to enter bankruptcy or a similar restructuring process. An agreement could be rejected in connection with a bankruptcy of another party thereto if, in the business judgment of a trustee of a party, as debtor-in-possession, rejection of the contract would benefit a party’s estate. A bankruptcy by our licensor or any owner of the CENTURY 21^® trademarks or system know-how could impede our right to use the CENTURY 21^® brand and system. Any such adverse development could result in, among other things, an inability to use the CENTURY 21^® brand and system, incurrence of material expenses in connection with building our brand or acquiring another brand to support our company-owned brokerage business and franchise services business, payment of fees or compensation relating to settlements with the regional sub-franchisors or franchisees that terminate their franchise relationships with us, or diminished market recognition, any or all of which could have a material and adverse effect on our business, financial condition and results of operations.

If the value of the CENTURY 21^® brand or image diminishes, it could have a material and adverse effect on our business, financial condition and results of operations.

We believe the CENTURY 21^® brand is associated with leadership in integrated and high quality real estate services among real estate market participants in China. The CENTURY 21^® brand is important to our operations. Our continued success in maintaining and enhancing the CENTURY 21^® brand and our image depends on our ability to satisfy customer needs by further developing and maintaining the quality of our services across our operations, as well as our ability to respond to competitive pressures. If we were unable to satisfy customer needs or if our public image or reputation were otherwise diminished, our business transactions with our customers or the commission or franchise fees that we charge could decline, and we could face difficulties in attracting and retaining regional sub-franchisors, franchisees or sales professionals. If the value of the CENTURY 21^® brand diminishes globally or in China, our business, financial condition and results of operations may be materially and adversely affected.

Any failure to protect our brand, trademarks and other intellectual property rights could have a negative impact on our business.

We believe the CENTURY 21^® brand owned by Realogy and the trade secrets, copyrights and other intellectual property rights owned by us are important to our success. Any unauthorized use of these intellectual properties could harm our competitive advantages and business. Historically, China has not protected intellectual property rights to the same extent as the United States and infringement of intellectual property rights continues to pose a serious risk of doing business in China. Monitoring and preventing unauthorized use is difficult. The measures we take to protect our intellectual property rights may not be adequate. Furthermore, the application and enforcement of laws governing intellectual property rights in China and abroad is uncertain and evolving, and could involve substantial risks. If we are unable to adequately protect the intellectual property rights that we own or use, we may lose these rights and our business, financial condition and results of operations may be materially and adversely affected.

Our continuing reliance on our information systems, which include our proprietary Sales Information System, or SIS, and our Human Resource and Commission Information System, or HCIS, each of which is

15

copyright protected, depends in large part on retaining our proprietary rights to these information systems. We have also imposed contractual obligations on employees and consultants and taken other precautionary measures to maintain the confidentiality of our proprietary information, and have restricted the use of that proprietary information other than for our company’s benefit. If the copyrights for our information system are infringed, or our sales professionals, staff and consultants otherwise do not honor their contractual obligations and misappropriate our information systems, databases or other proprietary information, our business, financial condition and results of operations may be materially and adversely affected.

Competition in the real estate brokerage business in China is intense and may adversely affect our business, financial condition and results of operations.

Competition in the real estate brokerage business in China is intense, especially in the densely populated areas. We primarily compete with Centaline (China) Property Consultants Limited in the Beijing, Shanghai and Shenzhen markets for secondary real estate brokerage business, and to a lesser extent, with E-house (China) Holdings Limited in these cities for primary real estate brokerage business. We also compete with regional competitors in each of the regions where we own and operate sales offices. Some of these companies may have greater financial resources than we do, including greater marketing budgets and technological advantages. In addition, the secondary real estate brokerage industry has low capital commitment requirements for small operations, lowering the barriers to entry for new participants, especially participants pursuing alternative methods of marketing real estate, such as internet-based listing services. Real estate brokers compete for sales and marketing business primarily on the basis of the services offered, reputation, brand recognition, personal contacts, local expertise and brokerage commission rates. Any decrease in the market average brokerage commission rate may adversely affect our net revenues and profits. We also compete for the services of qualified sales professionals. Such competition could reduce commissions retained by our company after giving effect to the split with sales professionals and could increase the amounts that we spend on recruiting and retaining sales professionals.

We face competition in the franchise services business.

For our franchise services business, our products consist of our brand name and the support services we provide to our regional sub-franchisors and franchisees. We compete with regional and local real estate brokerage brand franchisors. In addition, other international real estate services brand franchisors, such as Coldwell Banker, have entered or plan to enter into the China market. Upon the expiration of a franchise agreement, a franchisee may choose to obtain a franchise from one of our competitors or operate as an independent broker. Competitors may offer our regional sub-franchisors and franchisees whose franchise agreements are expiring similar or better products and services at rates lower than what we or our regional sub-franchisors charge. To remain competitive in the sale of franchises and to retain our existing regional sub-franchisors and franchisees, we may have to reduce the fees we charge our regional sub-franchisors or franchisees.

We face competition in the mortgage management services business.

We face competition in the mortgage management services business from in-house mortgage management teams of our competitors in the brokerage business, commercial banks and specialized mortgage management services providers. Additionally, there may be adverse changes in national or local mortgage and banking practices, such as a recent agreement among certain commercial banks in Shanghai to collectively cease to pay mortgage referral commissions in connection with secondary real estate transactions. Any increase in the level of competition or any negative development described above could materially and adversely affect our business, financial condition and results of operations.

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If our company-owned or franchised sales offices fail to obtain or maintain licenses or permits necessary to engage in the real estate brokerage business, our business, financial condition and results of operations could be materially and adversely affected.

Our company-owned sales offices and franchised sales offices are required to obtain and maintain certain licenses and permits to engage in the real estate brokerage business. We and our regional sub-franchisors also need licenses and permits to operate our CENTURY 21^® franchise network in China. These licenses and permits are typically required to be renewed every one or two years. We are also subject to numerous national, provincial and local laws and regulations specific to the services we provide. If we or our regional sub-franchisors or franchisees fail to obtain or maintain the licenses and permits for conducting our company-owned brokerage or franchise services businesses required by law, the relevant governmental authorities may order us to suspend relevant operations or impose fines or other penalties. There is no assurance that we, our company-owned sales offices or our franchised sales offices will be able to obtain or renew these licenses in a timely manner, or at all.

Regional sub-franchisors and franchisees could take actions that could harm our business.

We do not own or control certain of our regional sub-franchisors and franchisees. These regional sub-franchisors and franchisees may not operate their business in a manner consistent with our standards, or may not hire and train qualified sales professionals and other employees. If these regional sub-franchisors or franchisees were to provide a diminished quality of service to their customers, our brand, reputation and goodwill may suffer. Additionally, our regional sub-franchisors and franchisees may engage in or be accused of engaging in unlawful or tortious conduct. Such conduct, or the accusation of such conduct, could harm our brand image, reputation or goodwill. Any of these incidents could in turn materially and adversely affect our business, financial condition and results of operations.

Our regional sub-franchisors and franchisees owned by independent business operators may from time to time disagree with our interpretation of our respective rights and obligations under the franchise agreements or fail to make timely service fees payments thereunder. This has led to disputes among the regional sub-franchisors, the franchisees and us in the past. We expect such disputes to occur from time to time in the future as we continue to offer franchise rights to third parties. To the extent we have such disputes, the attention of our management and our regional sub-franchisors or the franchisees will be diverted and our reputation may suffer as a result. Any of the aforementioned situations could have a material and adverse effect on our business, financial condition and results of operations.

The loss of any members of our senior management or other key sales professionals and staff could adversely affect our financial performance.

Our success depends on the continued service of our key executive officers, particularly Mr. Donald Zhang and Mr. Harry Lu. We do not carry key man life insurance on any of our personnel. The loss of the services of one or more members of our senior management team could hinder our ability to effectively manage our business and implement our growth strategies. If we lose the services of any of our key executive officers, we cannot assure you that we will be able to appoint or integrate adequate replacement personnel into our operations in a timely manner. Our failure to do so could in turn disrupt our operations and the growth of our business.

Our success largely depends on the efforts and abilities of our senior management team and the management teams of regional sub-franchisors and sales offices owned and operated by us. Our ability to retain our management teams is generally subject to numerous factors, including the compensation packages we offer and our ability to maintain a cohesive company culture and other factors. Any prolonged downturn in the real estate market and any cost cutting measures we implement could result in significant attrition among our current managers. If any member of our senior management team or other key sales professionals and staff joins a competitor or forms a competing company, we may lose customers, key sales professionals and staff, and we

17

may not be able to promptly fill their positions with comparably qualified individuals without a significant increase in costs. Any of the foregoing adverse developments could materially and adversely affect our business, financial condition and results of operations.

We are subject to risks related to litigation filed by or against us, and adverse litigation results may harm our business and financial condition.

We have been, and may in the future be, a party to litigation and other proceedings filed by or against us, including actions relating to intellectual property, franchise or sub-franchise arrangements with our regional franchisors or franchisees, or vicarious liability based upon the conduct of our individual sales professionals and staff or agents. For example, we have occasionally resorted to litigation against certain of our regional sub-franchisors with whom we have terminated our relevant sub-franchise relationship for the sub-franchisor’s material breach of the regional sub-franchise agreement. In addition, we have litigated against third parties who have infringed the CENTURY 21^® trademark. Although we have historically been successful in such litigation, we cannot predict the cost of such proceedings or their ultimate outcome, including any remedies or damages that may be awarded, and adverse results in such litigation and other proceedings may harm our business, financial condition and results of operations.

We are subject to risks related to the interim guarantees that we provide to our mortgage management services customers in Beijing.

As is customary in the mortgage management industry in Beijing, we provide interim guarantees to commercial banks in respect of the mortgage loans they extend to property buyers prior to the time when the mortgage registration certificate is issued to the bank by the applicable property registry. See “Our Business – Our Services – Mortgage Management Services.” If a bank fails to obtain the mortgage registration certificate or the property buyer defaults on his payment obligations during the term of an interim guarantee, we may be required to pay the amount of the delinquent mortgage payments or any measurable loss suffered by the bank. If multiple home buyers default on their payment obligations at around the same time, we will be required to make significant payments to the banks to satisfy our guarantee obligations. If we are unable to recover the amounts paid with respect to our guarantees, we will suffer financial losses. As of December 31, 2008 and September 30, 2009, the contingent guarantee obligation in connection with our provision of interim guarantees amounted to RMB227.8 million and RMB829.3 million, respectively. Although we have not experienced any losses associated with our interim guarantees for the years ended December 31, 2007 and 2008, we have accrued RMB0.5 million for the nine months ended September 30, 2009 for the estimated loss associated with our interim guarantees. If substantial and widespread defaults by our customers occur at the time when the real estate market deteriorates rapidly and for a sustained period and we are called upon to honor our guarantees, our financial condition and results of operations will be materially and adversely affected.

We rely on our information systems to operate our business and maintain our competitiveness, and any disruption to it could harm our business.

Our business depends upon the use of information systems, including systems providing real-time and in-depth management and sales information and support to our network of sales offices and marketing efforts. We rely significantly on our in-house information technology team with support from third-party outsourcing firms, to develop, maintain and regularly upgrade our information systems. In addition, some operations of these information systems depend upon third party technologies, systems and services. We cannot assure you that we will continue to have access to the products or services provided by our third party providers on commercially reasonable terms, or at all. We also cannot assure you that we will be able to continue to effectively operate and maintain our information systems, or to effectively retain our key personnel for the maintenance and management of our information systems.

In addition, we expect to refine and enhance our information systems on an ongoing basis, and we expect that advanced new technologies and systems will continue to be introduced. We may not be able to

18

replace our existing information systems or introduce new information systems as quickly as our competitors or in a cost-effective manner.

In addition, our information systems are vulnerable to damage or interruption from various causes, including (1) natural disasters, war and acts of terrorism, (2) power losses, computer system failures, internet and telecommunications or data network failures, operator error, losses and corruption of data, and similar events and (3) computer viruses, penetration by individuals seeking to disrupt operations or misappropriate information and other physical or electronic breaches of security. While we maintain certain disaster recovery capabilities for critical functions in most of our businesses, these capabilities may not successfully prevent a disruption to or material and adverse effect on our businesses or operations in the event of a disaster or other business interruption. Any extended interruption in our information systems could significantly reduce our ability to conduct our business and generate revenue. Additionally, we do not carry business interruption insurance for any losses that may occur.

If we cannot manage our growth, our operating results or profitability could be materially and adversely affected.

We have experienced substantial growth since we began operations in 2000. Our net revenues amounted to RMB38.4 million in 2006, RMB189.0 million in 2007, RMB273.4 million in 2008, and RMB443.7 million in the nine months ended September 30, 2009. We intend to continue to expand our operations, which will continue to place substantial demands on our managerial, operational, financial, technological and other resources. Our planned expansion will also place significant demands on us to ensure that our brand does not suffer as a result of any decreases, whether actual or perceived, in the quality of our services. In order to manage and support our growth, we must continue to improve our existing operational, administrative and technological systems and our financial and management controls, and recruit, train and retain additional qualified sales professionals as well as other administrative and sales and marketing personnel, particularly as we expand into new markets. We may not be able to effectively and efficiently manage the growth of our operations, recruit and retain qualified personnel and integrate new expansion into our operations. During our expansion, we may also face other difficulties as a result of a number of factors, many of which are beyond our control, such as any general unfavorable conditions in the real estate market, cost overruns due to price increases by third party vendors or delays or denials of required approvals by relevant government authorities. As a result, our operating results or profitability could be materially and adversely affected.

We may not be successful in our business expansions through future acquisitions.

We have established our company-owned brokerage services business in Shanghai and Shenzhen through acquisitions. In territories where we do not have company-owned sales offices, one of our expansion strategies is to establish our own brokerage services business by acquiring existing chains of sales stores or regional sub-franchisors when their operations become mature and profitable. However, our experience in Shanghai and Shenzhen may not be replicable in other areas of China. The success of our acquisition strategy will also depend upon our ability to negotiate with acquisition targets on favorable terms, and to finance and complete these transactions.

We also need to effectively integrate newly-acquired brokerage businesses into our existing operations, which may involve complex operational and personnel-related challenges, including rectifying possible inconsistencies in standards, controls, procedures and policies, maintaining important business relationships, overcoming local cultural differences, and controlling unanticipated expenses related to such integration. We may also incur material costs relating to such integration. A prolonged diversion of management’s attention and any delays or difficulties we encounter in connection with the integration of any business that we have acquired or may acquire in the future could prevent us from realizing the anticipated cost savings and revenue growth from our acquisitions.

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We may be unable to obtain adequate financing to fund our capital requirements.

We expect that over the next several years, a substantial portion of our cash flow will be used to finance the expansion of our company-owned brokerage services business to increase our market share in existing markets and to expand our geographical presence. Although we anticipate that our available funds and expected cash flows from operations will be sufficient to meet our cash needs for at least the next twelve months, this assumption is based on management’s ability to successfully execute its business plan, which includes increasing sales, generating positive operating cash flows and obtaining additional funding to support longer term capital requirements. We cannot assure you that we will obtain such financing at a reasonable cost or at all. Our inability to finance our planned capital expenditures or future acquisitions could materially and adversely affect our business, financial condition and results of operations.

We may not be able to successfully execute our business development strategy, which could have a material and adverse effect on our business, financial condition and results of operations.

We plan to continue to expand our business into new geographical areas in China and to enter into new businesses to diversify our portfolio of products and services. Because China is a large and diverse market, home buying trends and demands may vary significantly by region, and our experience in the markets in which we currently operate may not be applicable in other parts of China. As a result, we may not be able to leverage our experience to expand into other parts of China or to enter into businesses with respect to new products or services. When we enter new markets, we may face intense competition from companies with greater experience or an established presence in the targeted areas or from other companies with similar expansion targets. In addition, our business model may not be successful in new and untested markets. Therefore, we may not be able to successfully execute our business development strategy, which could have a material and adverse effect on our business, financial condition and results of operations.

We may not maintain sufficient insurance coverage for the risks associated with our business operations.

Risks associated with our businesses and operations include but are not limited to claims for wrongful acts committed by our sales professionals, disputes with our regional sub-franchisors or franchisees that we do not own, the loss of intellectual property rights or the failure of information technology systems crucial to our operations, the loss of key personnel and risks posed by natural disasters. Any of these risks may result in significant losses. We maintain insurance coverage we consider customary in China for the industry in which we operate and in compliance with the insurance requirements imposed on us by our master sub-franchise agreement with Realogy. However, we cannot assure you that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our existing insurance policy on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.

When preparing our consolidated financial statements for the years ended December 31, 2007 and 2008, we noted one material weakness in our internal control over financial reporting. If we fail to implement and maintain effective internal control over financial reporting, our ability to accurately report our financial results may be impaired, which could adversely impact investor confidence and the market price of our ADSs.

Prior to this offering, we have been a private company with limited accounting and other resources with which to adequately address our internal controls and procedures. When preparing our consolidated financial statements for the years ended December 31, 2007 and 2008, we noted one material weakness in our internal control over financial reporting relating to a lack of sufficient resources to perform period-end financial reporting procedures, address complex accounting issues under US GAAP and prepare and review financial statements and related disclosures under US GAAP. This material weakness resulted in adjustments to the company’s

20

consolidated financial statements for the years ended December 31, 2007 and 2008. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting” for a detailed discussion.

If the material weakness is not remedied or recurs, or if we identify additional weaknesses or fail to timely and successfully implement new or improved controls, our ability to assure timely and accurate financial reporting may be adversely affected, we may be required to restate our financial statements, and we could suffer a loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our ADSs, result in lawsuits being filed against us by our shareholders, or otherwise harm our reputation.

Seasonality in the real estate market could adversely affect our business.

The real estate brokerage business is subject to seasonal fluctuations. Historically, real estate brokerage revenues and transaction volumes have generally been low during January and February as well as the late summer months in China. However, many of our expenses, such as those relating to leasing, administrative or sales and marketing efforts, are fixed and cannot be reduced during a seasonal slowdown. As a result, our operating results have fluctuated from quarter to quarter. These fluctuations are likely to continue and operating results for any period may not be indicative of our performance in any future period. If our operating results for any quarterly period fall below investor expectations or estimates by securities research analysts, the trading price of our ADSs may decline.

Our corporate actions are substantially controlled by Mr. Donald Zhang and Mr. Harry Lu.

Immediately following this offering, Mr. Donald Zhang, our chairman and chief executive officer, and Mr. Harry Lu, our vice chairman and president, will beneficially own approximately             % of our outstanding shares or             % if the underwriters exercise their option to purchase additional ADSs in full. Accordingly, Messrs. Zhang and Lu will have significant influence in determining the outcome of any corporate transaction or other matters submitted to our shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, the election of directors and other significant corporate actions. This concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders, including those who purchase ADSs in this offering.

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain New York Stock Exchange corporate governance standards applicable to U.S. issuers, including the requirements that a majority of an issuer’s directors consist of independent directors. This may afford less protection to our holders of ordinary shares and ADSs.

Section 303A of the Corporate Governance Rules of the New York Stock Exchange requires listed companies to have, among other things, a majority of its board members be independent and a nominating and corporate governance committee consisting solely of independent directors. As a foreign private issuer, however, we are permitted to, and we will, follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors or the implementation of a nominating and corporate governance committee. Since a majority of our board of directors will not consist of independent directors as long as we rely on the foreign private issuer exemption, fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result.

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An occurrence of a widespread health epidemic or other outbreaks could have a material and adverse effect on our business, financial condition and results of operations.

Our business could be adversely affected by the effects of Influenza A virus subtype H1N1, or A (H1N1), Severe Acute Respiratory Syndrome, or SARS, avian influenza or other epidemics or outbreaks on the economic and business climate. A prolonged outbreak of A (H1N1), any recurrence of SARS, avian influenza or other adverse public health developments in China or elsewhere in the world could have a material and adverse effect on our business operations. Such outbreaks could significantly impact the real estate market and cause a temporary closure of our facilities. Such impact or closures would severely disrupt our operations and adversely affect our business, financial condition and results of operations. Our operations could be disrupted if any of our sales professionals, staff or customers were suspected of having A (H1N1), SARS or avian influenza, since this could require us to quarantine some or all of our sale professional and staff or disinfect our facilities and may deter our customers or potential customers from visiting our sales offices. In addition, our business, financial condition and results of operations could be adversely affected to the extent that A (H1N1), SARS, avian influenza or other outbreak harms the global or Chinese economy in general.

Risks Related to Doing Business in China

Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China, which could materially and adversely affect our business.

We conduct substantially all of our business operations in China. As the real estate sector is highly sensitive to business and personal discretionary spending levels, it tends to decline during general economic downturns. Accordingly, our business, financial condition, results of operations and prospects depend to a significant degree on economic developments in China. China’s economy differs from the economies of most other countries in many respects, including with respect to the amount of government involvement in the economy, the general level of economic development, growth rates and government control of foreign exchange and the allocation of resources. While the PRC economy has experienced significant growth in the past 30 years, this growth has remained uneven across different periods, regions and among various economic sectors. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Since late 2003, the PRC government has implemented a number of measures, such as increasing the People’s Bank of China’s statutory deposit reserve ratio and imposing commercial bank lending guidelines, which had the effect of slowing the growth of credit availability. In 2008 and 2009, however, in response to the global financial crisis, the PRC government has loosened such requirements. Any future actions and policies adopted by the PRC government could materially affect the Chinese economy and slow the growth of the real estate market in China, which could materially and adversely affect our business.

We rely principally on dividends and other distributions on equity paid by our subsidiaries in China to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

We are an offshore holding company, and we rely principally on dividends from our subsidiaries in China for our cash requirements, including for the service of any debt we may incur. Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside a certain amount of its after-tax profits each year, if any, to fund certain statutory reserves. These reserves are not distributable as cash dividends. Furthermore, if our subsidiaries in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our subsidiaries to distribute dividends or other

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payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC operating subsidiaries.

We may make loans to our PRC subsidiaries. Any loans to or investments in our PRC subsidiaries are subject to approval by or registration with relevant governmental authorities in China. We may also decide to finance our subsidiaries by means of capital contributions. According to the relevant PRC regulations on foreign-invested enterprises in China, depending on the total amount of investment, capital contributions to our PRC operating subsidiaries may be subject to the approval of the PRC Ministry of Commerce or its local branches. We may not obtain these government approvals on a timely basis, if at all, with respect to future capital contributions by us to our subsidiaries. If we fail to receive such approvals, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

Fluctuations in the value of the RMB may have a material and adverse effect on your investment.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. Following the removal of the U.S. dollar peg, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Since July 2008, however, the Renminbi has traded stably within a narrow range against the U.S. dollar.

There remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against foreign currencies. Our revenues and costs are mostly denominated in the Renminbi, and a significant portion of our financial assets are also denominated in the Renminbi. Any significant fluctuations in the exchange rate between the Renminbi and the U.S. dollar may materially and adversely affect our cash flows, revenues, earnings and financial position, and the amount of and any dividends we may pay on our ADSs in U.S. dollars. Any fluctuations in the exchange rate between the RMB and the U.S. dollar could also result in foreign currency translation losses for financial reporting purposes.

Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from State Administration of Foreign Exchange by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from State Administration of Foreign Exchange by complying with certain procedural requirements. But approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. This could affect the ability of our PRC subsidiaries to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from us. The PRC government may

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also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

Recent PRC regulations relating to the establishment of offshore special purpose companies by PRC domestic residents may subject our PRC resident beneficial owners to personal liability, limit our ability to inject capital into our PRC subsidiaries, limit our subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.

China has regulations that subject our PRC subsidiaries to additional restrictions if we have beneficial owners of our company who are PRC residents that have not properly filed with authorities in China. See “Regulations—Regulations on Foreign Exchange Registration of Offshore Investment by PRC Residents.” Currently, we do not have beneficial owners whom we know to be PRC residents. However, we cannot provide any assurances that any PRC resident who becomes our beneficial owner in the future will be able to comply with relevant State Administration of Foreign Exchange of the PRC, or SAFE regulations in a timely manner, or at all. Any failure or inability of our PRC resident beneficial owners to comply with the registration procedures may subject such PRC resident beneficial owners to certain fines and legal sanctions, restrict our cross-border investment and financing activities, or limit our PRC subsidiaries’ ability to distribute dividends or obtain foreign exchange-denominated loans.

As it remains uncertain how the SAFE regulations will be interpreted or implemented, we cannot predict how these regulations will affect our business operations or future strategy. For example, we may be subject to more stringent review and approval processes with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our business, financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the SAFE regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject our PRC stock incentive plan participants or us to fines and other legal or administrative sanctions.

In December 2006, the People’s Bank of China promulgated Administrative Measures for Individual Foreign Exchange, or the Individual Foreign Exchange Rules, setting forth the requirements for foreign exchange transactions by PRC individuals under either the current account or the capital account. In January 2007, SAFE issued Implementing Rules for the Individual Foreign Exchange Rules, which, among other things, specified approval requirements for certain capital account transactions such as a PRC citizen’s participation in the employee stock ownership plans or stock option plans of an overseas publicly-listed company. On March 28, 2007, SAFE promulgated the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rule. Under the Stock Option Rule, PRC citizens who are granted stock options by an overseas publicly-listed company are required, through a PRC agent or PRC subsidiary of such overseas publicly-listed company, to register with SAFE and complete certain other procedures. We and our PRC sales professionals and staff who have been granted stock options are subject to the Stock Option Rule. If we or our PRC optionees fail to comply with these regulations, we or our PRC optionees may be subject to fines and legal sanctions.

Any change in the preferential tax treatment we currently enjoy in the PRC may have an adverse impact on our business, financial condition and results of operations.

Our PRC subsidiaries are subject to the corporate income tax with the tax rate of 25% except for Shanghai Ruifeng, Shanghai Anshijie Real Estate Consultant Co., Ltd. and Shenzhen CIR which enjoy a

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preferential tax rate of 20% in 2009, and Beijing Huachuangxunjie Technology Co., Ltd, or Huachuang, which enjoys a corporate income tax exemption in 2009. We expect that our tax payments will increase in 2010 and will further increase following the expiry of the above preferential tax treatment in 2013. See “Management’s Discussions and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations—Taxation.”

Various local governments in China have provided discretionary preferential tax treatments to us. However, these local governments may decide to reduce or eliminate these preferential tax treatments at any time. Furthermore, these local implementations of tax laws may be found to violate national laws or regulations and we may be subject to retroactive imposition of higher taxes as a result. Starting from the year 2007, we are required to accrue taxes for these contingencies and other uncertain tax positions taken by us. The change in accounting requirement for reporting tax contingencies, any reduction or elimination of these preferential tax treatments and any retroactive imposition of higher taxes could have an adverse effect on our business, financial condition and results of operations.

Dividends payable to us by our PRC subsidiaries and gain on sale of our shares may be subject to PRC withholding taxes, or we may be subject to PRC taxation on our worldwide income and dividends distributed to our investors may be subject to PRC withholding taxes under the new CIT Law.

Under the new Corporate Income Tax Law, or CIT Law and its implementation rules, all domestic and foreign invested companies are subject to a uniform enterprise income tax at the rate of 25% and dividends from PRC subsidiaries to their foreign shareholders that are “non-resident enterprises” and any gain realized on the transfer of ADSs or shares by such shareholders will be subject to a withholding tax at the rate of 10% unless a treaty otherwise provides.

It is unclear whether dividends we pay with respect to our ordinary shares or ADSs, or the gain you may realize from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and be subject to PRC tax. If we are required under the CIT Law to withhold PRC income tax on dividends payable to our non-PRC investors that are “non-resident enterprises” or individuals, or if you are required to pay PRC income tax on the transfer of our ordinary shares or ADSs, the value of your investment in our ordinary shares or ADSs may be materially and adversely affected. With the newly imposed 5% or 10% PRC dividend withholding tax, depending on the tax jurisdiction of the receiver, we will incur incremental PRC tax liabilities when PRC profits are distributed to ultimate shareholders.

In addition, under the CIT Law, enterprises organized under the laws of jurisdictions outside China with their “de facto management bodies” located within China may be considered PRC resident enterprises and therefore may be subject to PRC enterprise income tax at the rate of 25% on their worldwide income. See “Taxation—People’s Republic of China Taxation.” If we become a PRC resident enterprise under the new PRC tax system and receive income other than dividends, our profitability and cash flow would be adversely impacted due to our worldwide income being taxed in China under the new CIT Law.

Foreign ownership of real estate agency and brokerage businesses in China is restricted under recent PRC regulations. This may limit our ability to establish our new PRC operating entities or to increase the registered capital of existing entities in the future.

On October 31, 2007, the PRC National Development and Reform Committee of China and the Ministry of Commerce of China jointly promulgated the amended Foreign Investment Industrial Guidance Catalogue, or the Catalogue, which came into effect on December 1, 2007. According to the Catalogue, real estate agency companies and real estate brokerage companies are classified to be in the restricted category of foreign investment industries.

Our PRC legal counsel, Jun He Law Offices, is of the opinion that only new real estate agency and brokerage businesses established after December 1, 2007, or any existing real estate agency and brokerage

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businesses that require new approvals from the Ministry of Commerce or its local branch in order to increase their registered capital or conduct an equity transfer, would be effected by the Catalogue. It may be difficult or take a long time for us to obtain any approvals from the Ministry of Commerce or its local branch in order to establish our new PRC operating entities or to increase the registered capital of existing entities in the future. We cannot assure you that, if we are required to seek such approvals in the future, we will be able to obtain them from the Ministry of Commerce or its local branch on a timely basis, or at all.

Uncertainties with respect to the Chinese legal system could have a material and adverse effect on us.

The PRC legal system is based on written statutes. Unlike under common law systems, decided legal cases have little value as precedents in subsequent legal proceedings. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general, and forms of foreign investment (including wholly foreign-owned enterprises and joint ventures) in particular. These laws, regulations and legal requirements are relatively new and are often changing, and their interpretation and enforcement involve significant uncertainties that could limit the reliability of the legal protections available to us. We cannot predict the effects of future developments in the PRC legal system. We may be required in the future to procure additional permits, authorizations and approvals for our existing and future operations, which may not be obtainable in a timely fashion or at all. An inability to obtain such permits or authorizations may have a material and adverse affect on our business, financial condition and results of operations.

The implementation of the PRC Labor Contract Law and the Implementation Regulation for the PRC Labor Contract Law may increase our operating expenses and may materially and adversely affect our business, financial condition and results of operations.

As the PRC Labor Contract Law, or Labor Contract Law, and its Implementation Regulation for the PRC Labor Contract Law, or Implementation Regulation, have been enforced for only a very short time, substantial uncertainty remains as to its potential impact on our business, financial condition and results of operations. See “Regulations — Regulations of Labor Contracts”. The implementation of the Labor Contract Law and the Implementation Regulation may increase our operating expenses, in particular our human resources costs and our administrative expenses. In the event that we decide to significantly modify our employment or labor policy or practice, or reduce the number of our sales professionals and staff, the Labor Contract Law may limit our ability to effectuate the modifications or changes in the manner that we believe to be most cost-efficient or otherwise desirable, which could materially and adversely affect our business, financial condition and results of operations.

If we fail to satisfy the regulatory requirements for provision of interim guarantees, our business, financial condition and results of operations could be materially and adversely affected.

On February 3, 2009, the State Council issued the Notice on Further Specifying the Supervisory Functions for Financing Guarantee Business, which authorized several PRC governmental bodies, led by the China Banking Regulatory Commission, to study and adopt regulatory policies and rules for the development of financing guarantee businesses in China. The provincial governmental bodies in China are authorized to adopt local regulatory rules for financing guarantee businesses within their respective jurisdictions. As of September 30, 2009, no specific rules regulating guarantee businesses have been adopted. However, we cannot assure you that we will be able to satisfy or comply with any new regulatory requirements adopted by the PRC government or provincial governmental bodies in the future. Our business, financial condition and results of operations could be materially and adversely affected by our failure to do so.

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Risks Related to Our ADSs and This Offering

There has been no public market for our ordinary shares or ADSs prior to this offering, and you may not be able to resell our ADSs at or above the price you paid, or at all.

Prior to this initial public offering, there has been no public market for our ordinary shares or ADSs. We have applied to list our ADSs on the New York Stock Exchange. Our ordinary shares will not be listed or quoted for trading on any exchange. If an active trading market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs will be materially and adversely affected. The initial public offering price for our ADSs will be determined by negotiations between us and the underwriters and may bear no relationship to the market price for our ADSs after the initial public offering. We cannot assure you that an active trading market for our ADSs will develop or that the market price of our ADSs will not decline below the initial public offering price.

We may be classified as a passive foreign investment company for United States federal income tax purposes, which could subject United States investors in the ADSs or ordinary shares to significant adverse tax consequences.

Based on our current income and assets and taking into consideration this offering, we presently do not believe that we should be classified as a passive foreign investment company, or PFIC, for the current taxable year. While we do not anticipate becoming a PFIC in future taxable years, the composition of our income and our assets will be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. If we were to be classified as a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation – United States Federal Income Taxation”) would be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of United States federal income tax that a U.S. Holder could derive from investing in a non-United States corporation that does not distribute all of its earnings on a current basis. Further, if we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or ordinary shares. For more information see the section titled “Taxation – United States Federal Income Taxation – Passive Foreign Investment Company Considerations.”

The market price for our ADSs may be volatile.

In addition to the volatility in the price of our ADSs which could be caused by the materialization of any of the risks described in this section, the securities markets in the United States, China and elsewhere have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our ADSs.

Goldman Sachs (Asia) L.L.C. may have a conflict of interest with respect to this offering.

Immediately prior to the completion of this offering, Goldman Sachs Strategic Investments (Asia) L.L.C., or Goldman Sachs Strategic Investments, an affiliate of Goldman Sachs (Asia) L.L.C., or Goldman Sachs Asia, will beneficially own approximately 28% of our outstanding ordinary shares. Therefore, Goldman Sachs Asia, a representative of the underwriters in this offering, will be deemed to have a “conflict of interest” with us under Rule 2720 of the National Association of Securities Dealers Rules.

Rule 2720 requires that a “qualified independent underwriter” (as such term is defined by Rule 2720) participate in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence. Accordingly, Morgan Stanley & Co. International plc is assuming the responsibilities of acting as the qualified independent underwriter in this offering. Although the qualified independent underwriter has participated in the preparation of the registration statement and prospectus and exercised the usual standards of

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due diligence, we cannot assure you that this will adequately address any potential conflicts of interest related to Goldman Sachs Asia and Goldman Sachs Strategic Investments. In addition, approximately             % of the ordinary shares to be sold in this offering will be sold by Goldman Sachs Strategic Investments. Immediately at the completion of this offering, Goldman Sachs Strategic Investments will beneficially own approximately             % of our outstanding ordinary shares. See “Our Relationship with Realogy and Related Party Transactions – Related Party Transactions – Private Placements” and “Underwriting.”

You will experience immediate dilution in the net tangible book value of ADSs purchased.

When you purchase ADSs in the offering at the public offering price of US$             per ADS, you will incur immediate dilution in the net tangible book value of the ADSs purchased of US$             per ADS. See “Dilution.” In addition, you may experience further dilution in the net tangible book value of the ADSs purchased to the extent that additional ordinary shares are issued upon exercise of outstanding options and options we may grant from time to time.

We may need additional capital, and the sale of additional ADSs or other equity securities or incurrence of additional indebtedness could result in additional dilution to our shareholders or increase our debt service obligations.

Historically, we have relied principally on our operational sources of cash, as well as external sources of financing to fund our operations and capital expansion needs. We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity, equity-linked or debt securities or enter into a credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.

Substantial future sales of our ADSs in the public market, or the perception that these sales could occur, could cause the price of our ADSs to decline.

Additional sales of our ordinary shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Immediately upon completion of this offering, we will have              ordinary shares outstanding. All shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act.              ordinary shares outstanding after this offering will be available for sale, upon the expiration of the applicable lock-up period, subject to volume and other restrictions as applicable under Rule 144 under the Securities Act, assuming the underwriters exercise their option to purchase              additional ADSs in full. The lock-up restrictions on each of our existing shareholders in this offering will expire 180 days from the date of this prospectus. Any or all of these shares can be released prior to expiration of the lock-up period at the discretion of the representatives of the underwriters for this offering. To the extent shares are released before the expiration of the lock-up period and these shares are sold into the market, the market price of our ADSs could decline.

In addition, certain holders of our ordinary shares after the completion of this offering will have the right to cause us to register the sale of those shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the public market could cause the price of our ADSs to decline.

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Our articles of association contain anti-takeover provisions that could have a material and adverse effect on the rights of holders of our ordinary shares and ADSs.

Our amended and restated articles of association limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could deprive our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges and relative participating, optional or special rights and their qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms which may delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.

You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote.

Except as described in this prospectus and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to the shares represented by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or its nominee as their representative to exercise the voting rights attaching to the shares represented by the ADSs. You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

You may not be able to participate in rights offerings and may experience dilution of your holdings as a result.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement for the ADSs, the depositary will not offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act with respect to all holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to cause such a registration statement to be declared effective. In addition, we may not be able to take advantage of any exemptions from registration under the Securities Act. Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result.

You may be subject to limitations on transfer of your ADSs.

Your ADSs evidenced by the ADRs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems doing so expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under Cayman Islands law, conduct substantially all of our operations in China and all of our officers reside outside the United States.

We are incorporated in the Cayman Islands. We conduct substantially all of our operations in China through the subsidiaries in China directly or indirectly owned by us. All of our officers reside outside the United

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States and some or all of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible for you to bring an original action against us or against these individuals in a Cayman Islands or PRC court if you believe that we or our officers have infringed your rights under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. For more information regarding the relevant laws of the Cayman Islands and China, see “Enforceability of Civil Liabilities.”

Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Law (2009 Revision) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands have a less developed body of securities laws as compared to the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our management will have considerable discretion as to the use of the net proceeds from this offering.

We intend to use a significant portion of the net proceeds of this offering for general corporate purposes. However, we have not allocated the net proceeds we will receive from this offering to any specific purpose. As such, our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

We will incur additional costs as a result of becoming a public company.

As a public company, we will incur significant legal, accounting and other expenses that we did not have as a private company prior to this offering. In addition, new rules and regulations relating to information disclosure, financial reporting and control and corporate governance, which could be adopted by the SEC, the New York Stock Exchange and other regulatory bodies and exchange entities from time to time, could result in a significant increase in legal, accounting and other compliance costs and to make certain corporate activities more time-consuming and costly, which could materially affect our business, financial condition and results of operations.

30

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to future events, including our future operating results and conditions, our prospects and our future financial performance and condition. The forward-looking statements are contained principally in the sections entitled “Prospectus summary,” “Risk factors,” “Use of proceeds,” “Management’s discussion and analysis of financial condition and results of operations” and “Business.” These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Risk factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

Forward-looking statements typically are identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions or the negative of these words or expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things, statements relating to:

• our anticipated growth strategies;

• our future business development, results of operations and financial condition;

• expected changes in our net revenues and certain cost or expense items;

• our ability to attract clients and further enhance our brand recognition; and

• trends and competition in the real estate services industry.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately US$             million from this offering, after deducting the estimated underwriting discount and offering expenses payable by us. For the purpose of estimating net proceeds, we are assuming an initial public offering price of US$             per ADS, the mid-point of the estimated range of the initial public offering price. A US$1.00 increase (decrease) in the assumed public offering price would increase (decrease) the net proceeds to us from this offering by US$             million. We will not receive any proceeds from the ADSs sold by the selling shareholders.

We intend to use the net proceeds of this offering for the following purposes:

• approximately US$             million to fund the development of our company-owned brokerage services business to enter new cities through selected strategic acquisitions to enter new cities;

• approximately US$             million to fund the development of our company-owned brokerage services business in existing cities by opening additional company-owned sales offices;

• approximately US$             million to invest and upgrade our information and operations systems;

• the balance to fund general corporate purposes, including our working capital needs.

As of the date of this prospectus, we cannot specify with certainty the particular uses for all of the net proceeds we will receive upon the completion of this offering. The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based upon our present plans and business conditions. Accordingly, our management will have significant discretion in applying the net proceeds we will receive from the offering. The occurrence of unforeseen events or changed business conditions could result in application of the net proceeds of this offering in a manner other than as described in this prospectus.

As of the date of this prospectus, we believe that the estimated net proceeds of this offering, along with existing cash balances and ongoing operating cash flows, will provide necessary capital for our contemplated expansion plans. Pending use of the net proceeds, we intend to invest our net proceeds in short-term, interest bearing, investment-grade obligations.

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DIVIDEND POLICY

We have never declared or paid any dividends on our ordinary shares. We do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and expand our business.

As we are a holding company, we rely, in part, on dividends paid to us by our subsidiaries in China for our cash requirements, including funds to pay dividends and other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. In China, the payment of dividends is subject to limitations. PRC regulations currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. Under current PRC laws and regulations, our subsidiaries in China are required to set aside a certain amount of their accumulated after-tax profits each year, if any, to fund certain statutory reserves. These reserves may not be distributed as cash dividends. Further, if our subsidiaries in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.

Our board of directors has sole discretion on whether to pay dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that they may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ADSs, if any, will be paid in U.S. dollars.

33

CAPITALIZATION

The following table shows our capitalization as of September 30, 2009:

• on an actual basis; and

• on a pro forma basis to give effect to the automatic conversion of all our ordinary and preferred shares into 418,339,339 Class A and 80,502,938 Class B ordinary shares immediately prior to the closing of this offering; and

• on a pro forma as adjusted basis to reflect the automatic conversion of all our ordinary and preferred shares into 418,339,339 Class A and 80,502,938 Class B ordinary shares immediately prior to the closing of this offering, and the issuance and sale of              ADSs by us and the selling shareholders in this offering, assuming an initial public offering price of US$             per ADS (which is the mid-point of the estimated public offering price range), after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this table in conjunction with our consolidated financial statements and related notes included in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	As of September 30, 2009
	Actual	Pro Forma	Pro Forma As Adjusted
	(in thousands of RMB, except share numbers)
Preferred shares:
Series A preferred shares, US$0.001 par value, 200,000,000 shares authorized, issued and outstanding on an actual basis and Series B preferred shares, US$0.001 par value, 111,367,270 shares authorized, issued and outstanding on an actual basis (None outstanding on a pro-forma or pro-forma as adjusted basis as of September 30, 2009)	514,162	—
Shareholders’ deficit:
Class A ordinary shares, US$0.001 par value, 1,013,746,760 shares authorized, 260,000,000 shares issued and outstanding on an actual basis, 3,133,000,000 shares authorized, 418,339,339 shares issued and outstanding on a pro-forma basis, and              shares issued and outstanding on a pro-forma as adjusted basis as of September 30, 2009	2,152	3,233
Class B ordinary shares, US$0.001 par value, 100,000,000 shares authorized, 80,502,938 shares issued and outstanding on a pro-forma basis, and              shares issued and outstanding on a pro-forma as adjusted basis (None authorized, issued and outstanding on an actual basis as of September 30, 2009)	—	550
Additional paid-in capital	2,496	515,027
Accumulated deficit	(179,680)	(179,680)
Non-controlling interest	2	2
Total shareholders’ (deficit) / equity	(175,030)	339,132
Total capitalization	339,132	339,132

34

(1) On January 4, 2010, we effected a share split whereby all of our issued and outstanding 26,000,000 ordinary shares of par value US$0.01 per share, 20,000,000 Series A preferred shares of par value US$0.01 per share and 11,136,727 Series B preferred shares of par value US$0.01 per share were divided into 260,000,000 ordinary shares of US$0.001 par value per share, 200,000,000 Series A preferred shares of par value US$0.001 per share and 111,367,270 Series B preferred shares of par value US$0.001 per share, respectively, and the number of our authorized shares was increased from 101,374,676 to 1,013,746,760. The share split has been retroactively reflected for all periods presented herein.

35

DILUTION

If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after the offering. Dilution results from the fact that the per ordinary share offering price of our ADSs is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value at September 30, 2009 was US$             million, or US$             per ordinary share and US$             per ADS. Net tangible book value represents total consolidated tangible assets less total consolidated liabilities. Our pro forma net tangible book value at September 30, 2009 was US$             million, or US$             per ordinary share and US$             per ADS. Pro forma net tangible book value adjusts net tangible book value to give effect to the conversion of all our preferred shares into ordinary shares.

Without taking into account any other changes in such net tangible book value after September 30, 2009, other than to give effect to our sale of             ADSs in this offering at the initial public offering price of US$             per ADS (the mid-point of the range set forth on the cover of this prospectus) and after deducting the underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of September 30, 2009 would have been US$             million, or US$             per share and US$             per ADS. This represents an immediate increase in pro forma net tangible book value of US$             per ordinary share, or US$             per ADS, to existing shareholders and an immediate dilution of US$             per ordinary share, or US$             per ADS, to investors purchasing ADSs in this offering. Dilution is determined by subtracting pro forma net tangible book value per ADS after this offering from the amount of cash paid by a new investor for one ADS. The following table illustrates this per share dilution:

Assumed initial public offering price per ordinary share	US$
Net tangible book value per ordinary share as of September 30, 2009	US$
Pro forma net tangible book value per ordinary share as of September 30, 2009	US$
Increase in pro forma net tangible book value per ordinary share attributable to this offering	US$
Pro forma net tangible book value per ordinary share after giving effect to this offering	US$
Dilution per ordinary share to new investors	US$
Dilution per ADS to new investors	US$
Dilution to new investors (percentage)*		%

* Calculated based on the dilution per ADS to new investors as a percentage of the per ADS initial public offering price of US$             per ADS.

A US$1.00 increase (decrease) in the assumed public offering price of US$             per ADS would increase (decrease) our net tangible book value after giving effect to the offering by US$             million, the net tangible book value per ordinary share and per ADS after giving effect to this offering by US$             per ordinary share and US$             per ADS and the dilution per ordinary share and per ADS to new investors in this offering by US$             per ordinary share and US$             per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses. The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

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The following table summarizes, on a pro forma basis as of September 30, 2009, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from us, the total consideration paid and the average price per share and the average price per ADS, each paid before deducting the underwriting discounts and commissions and our estimated offering expenses.

	Shares purchased		Total consideration		Average price   per share	Average price   per ADS
	Number	Percent	Amount	Percent
	(in thousands, except per share and per ADS data)
Existing holders
New investors
Total

A US$1.00 increase (decrease) in the assumed initial public offering price of US$             per ADS would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and the average price per ADS paid by all shareholders by US$             million, US$             million and US$            , respectively, assuming no change underwriting discounts and commissions and other offering expenses.

The discussion and tables above assume no exercise of outstanding stock options. As of September 30, 2009, there were stock options outstanding to purchase a total of              ordinary shares, with a weighted average exercise price of US$             per share. To the extent that any of these stock options are exercised, there will be further dilution to new investors.

If the underwriters’ option to purchase additional ADSs is exercised in full, investors purchasing ADSs in this offering from us will hold             % of the total number of our ordinary shares outstanding after this offering.

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EXCHANGE RATE INFORMATION

Our business is primarily conducted in China, and all of our revenues and expenses are denominated in Renminbi. Unless otherwise noted, all translations from Renminbi to U.S. dollars have been made at a rate of RMB6.8262 to US$1.00, the noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York on September 30, 2009. We do not represent that Renminbi or U.S. dollar amounts could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates below or at all.

The following table sets forth, for the periods indicated, information concerning exchange rates between the Renminbi and the U.S. dollar based on the noon buying rate in New York City for cable transfers of Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.

	Noon Buying Rate
Period (Year ended December 31)	Period End	Average(1)	Low	High
	(RMB per US$1.00)
2004	8.2765	8.2768	8.2774	8.2764
2005	8.0702	8.1826	8.2765	8.0702
2006	7.8041	7.9579	8.0702	7.8041
2007	7.2946	7.5806	7.8127	7.2946
2008	6.8225	6.9193	7.2946	6.7800
2009
July	6.8319	6.8317	6.8342	6.8300
August	6.8299	6.8323	6.8358	6.8299
September	6.8262	6.8277	6.8303	6.8247
October	6.8264	6.8267	6.8292	6.8248
November	6.8265	6.8271	6.8300	6.8255
December	6.8259	6.8275	6.8299	6.8244

Source: Federal Reserve Bank of New York

(1) Annual averages are calculated by using the average of the exchange rates on the last day of each month during the relevant year. Monthly averages are calculated by using the average of the daily rates during the relevant month.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA

The following selected consolidated financial information and operating data for the periods and as of the dates indicated should be read in conjunction with our audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our selected consolidated statement of operations data for the years ended December 31, 2007 and 2008 and the nine months ended September 30, 2009 and selected consolidated balance sheet data as of December 31, 2007 and 2008 and September 30, 2009 have been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. Our selected consolidated statement of operations data for the nine months ended September 30, 2008 have been derived from our unaudited consolidated financial statements, which are included elsewhere in this prospectus and have been prepared on the same basis as our audited consolidated financial data. The unaudited selected financial data include, in the opinion of management, all adjustments, consisting of only normal recurring adjustments that are necessary for a fair presentation of the financial position and the results of operations of the interim unaudited period. Our selected consolidated statement of operations data for the year ended December 31, 2006 and selected consolidated balance sheet data as of December 31, 2006 have been derived from our financial statements not included in this prospectus. Our audited and unaudited consolidated financial statements have been prepared and presented in accordance with accounting principles generally accepted in the United States of America, or US GAAP. The historical results are not necessarily indicative of results to be expected in any future period.

We underwent a reorganization in 2006 to become the holding company of our various subsidiaries. Our reorganization became effective on August 24, 2006. Prior to the reorganization, we managed our franchise services business through a number of companies owned by our founders. We have not included financial information for the years ended December 31, 2004 and 2005, as such information is not available on a basis that is consistent with the consolidated financial information for the years ended December 31, 2006, 2007 and 2008. As our company was not created until 2006 in connection with the reorganization as described in this prospectus, the preparation of consolidated financial information for our company prior to such date would require the preparation of consolidated financial information on a predecessor entity basis for the various companies comprising the operations of our company at that time. Such group would include two companies incorporated in the Cayman Islands and seven companies incorporated in the PRC. No financial accounts were prepared in accordance with US GAAP for our company or our subsidiaries, nor were consolidated accounts prepared for our company for 2004 and 2005. Although accounts were prepared for each of the companies incorporated in the PRC on a basis to comply with PRC tax reporting laws and regulations, or PRC Statutory Accounting, given that it would be inappropriate to prepare accounts for the non-PRC companies on the basis of PRC Statutory Accounting, in order to fairly present consolidated financial information for 2004 and 2005, our company would need to adopt uniform US GAAP accounting conventions for all nine entities, which would differ significantly from PRC Statutory Accounting.

As such, our consolidated financial statements cannot be provided on a US GAAP basis or home-country GAAP basis without unreasonable effort or expense. Furthermore, we believe that the omission of selected financial data for those years would not have a material impact on a reader’s understanding of our financial results and condition, and related trends.

39

	For the Year Ended December 31,						For the Nine Months Ended September 30,
	2006		2007		2008		2008		2009
	(RMB)		(RMB)		(RMB)		(RMB)		(RMB)		(US$)(1)
							(unaudited)
	(in thousands, except for share and per share data)
Statement of Operations Data:
Revenue
Net revenues	38,425		189,029		273,359		208,877		443,691		64,998
Costs and Expenses
Commissions and other agent related costs	(4,620	)	(82,866	)	(151,550	)	(116,250	)	(197,978	)	(29,003	)
Operating costs	(9,914	)	(79,886	)	(146,457	)	(110,889	)	(85,183	)	(12,479	)
Selling, general and administrative expenses	(40,285	)	(94,471	)	(102,952	)	(76,456	)	(70,278	)	(10,295	)
Total costs and expenses	(54,819	)	(257,223	)	(400,959	)	(303,595	)	(353,439	)	(51,777	)
(Loss)/Income from operations	(16,394	)	(68,194	)	(127,600	)	(94,718	)	90,252		13,221
Interest income	848		1,708		4,441		2,708		1,575		231
Interest expense	(1,299	)	—		—		—		—		—
Foreign currency exchange loss	(1,537	)	(5,485	)	(5,526	)	(4,458	)	(480	)	(70	)
(Loss)/Income before income tax and share of associates’ losses	(18,382	)	(71,971	)	(128,685	)	(96,468	)	91,347		13,382
Income tax	(799	)	(394	)	(2,076	)	(1,780	)	(2,821	)	(414	)
Share of associates’ losses	(373	)	(409	)	(1,126	)	(1,050	)	(193	)	(28	)
Net (loss)/income	(19,554	)	(72,774	)	(131,887	)	(99,298	)	88,333		12,940
Non-controlling interest	1,524		(1,347	)	(431	)	(431	)	—		—
Net (loss)/income attributable to IFM Investments Limited	(18,030	)	(74,121	)	(132,318	)	(99,729	)	88,333		12,940
Net (loss) income per Share
Basic	(0.08	)	(0.31	)	(0.57	)	(0.43	)	0.13		0.02
Diluted	(0.08	)	(0.31	)	(0.57	)	(0.43	)	0.13		0.02
Net (loss) income per ADS
Basic
Diluted
Weighted average number of ordinary shares used in per share calculations(2):
Basic	260,000,000		260,000,000		260,000,000		260,000,000		260,000,000		N/A
Diluted	260,000,000		260,000,000		260,000,000		260,000,000		264,262,500		N/A

(1) Translations of RMB amounts into U.S. dollars were made at a rate of RMB6.8262 to US$1.00, the noon buying rate for U.S. dollars in effect on September 30, 2009 in New York City for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York.

(2) On January 4, 2010, we effected a share split whereby all of our issued and outstanding 26,000,000 ordinary shares of par value US$0.01 per share, 20,000,000 Series A preferred shares of par value US$0.01 per share and 11,136,727 Series B preferred shares of par value US$0.01 per share were divided into 260,000,000 ordinary shares of US$0.001 par value per share, 200,000,000 Series A preferred shares of par value US$0.001 per share and 111,367,270 Series B preferred shares of par value US$0.001 per share, respectively, and the number of our authorized shares was increased from 101,374,676 to 1,013,746,760. The share split has been retroactively reflected for all periods presented herein.

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	As of December 31,						As of September 30,
	Actual						Actual		Pro Forma As Adjusted(2)
	2006		2007		2008		2009		2009
	(RMB)		(RMB)		(RMB)		(RMB)	(US$)(1)	(RMB)	(US$)(1)
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	110,505		331,216		176,977		263,176	38,554
Restricted cash	6,793		14,497		17,213		21,565	3,159
Accounts receivable, net	6,437		9,965		13,633		60,030	8,794
Amount due from related parties	80,789		44,068		38,110		6,210	910
Property and equipment, net	5,548		42,467		42,954		41,076	6,017
Intangible assets, net	27,943		26,317		29,796		28,318	4,148
Total assets	255,750		513,187		360,895		462,792	67,796
Accrued expenses and other current liabilities	38,535		52,234		53,597		97,450	14,276
Total liabilities	106,073		145,647		111,356		123,660	18,115
Convertible redeemable preferred shares	172,131		469,971		501,892		514,162	75,322
Total shareholders’ deficit	(22,454	)	(102,431	)	(252,353	)	(175,030)	(25,641)

(1) Translations of RMB amounts into U.S. dollars were made at a rate of RMB6.8262 to US$1.00, the noon buying rate for U.S. dollars in effect on September 30, 2009 in New York City for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York.

(2) Our consolidated balance sheet data as of September 30, 2009 is adjusted to give effect to the automatic conversion of all our ordinary and preferred shares into 418,339,339 Class A and 80,502,938 Class B ordinary shares immediately prior to the closing of this offering, and the issuance and sale of ADSs by us in this offering, assuming an initial public offering price of US$             per share (the mid-point of the estimated initial public offering price range), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A US$1.00 increase (decrease) in the assumed initial public offering price of US$             per ADS would increase (decrease) the amounts representing cash and cash equivalents, total assets and total shareholders’ deficit by US$             .

	For the year ended or as of December 31,		For the Nine Months Ended or as of September 30,
	2007	2008	2008	2009
			(unaudited)
Other Financial and Operating Data:
Company-owned brokerage services
Net revenues (in thousands of RMB)	151,692	206,076	153,703	407,937
Average number of operating sales offices(1)	143	279	296	233
Average monthly net revenues per operating sales office (in thousands of RMB)	88.4	61.6	57.7	194.5
Mortgage management services
Net revenues (in thousands of RMB)	—	10,650	7,903	22,467
Loan amount of referred mortgages (in thousands of RMB)	—	1,879,500	1,369,000	4,171,000
Franchise services
Net revenues (in thousands of RMB)	37,337	56,633	47,271	13,287
Number of regional sub-franchisors as of period end	23	28	27	28

(1) Equals the sum of the number of operating sales offices that existed at the end of each month in the applicable period, divided by the number of months in such period.

41

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled “Selected Consolidated Financial Information and Operating Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a leading comprehensive real estate services provider with the largest network of real estate sales offices in China. We are the exclusive franchisor in China for the CENTURY 21^® brand, one of the world’s most recognized brands in the real estate industry. As of September 30, 2009, our CENTURY 21^® China network covered 34 major cities with more than 1,000 sales offices, employed approximately 14,900 sales professionals and staff and maintained approximately 4.7 million property listings. In the first half of 2009, based on transaction volume, we ranked among the top three market leaders in over 90% of the cities in which we operate and were the market leader in more than 30% of those cities. We primarily focus on China’s fast-growing and highly fragmented secondary real estate market, which we expect to outgrow the primary market, especially in more economically prosperous cities.

We have significant experience providing professional services in the real estate services industry, and have experienced substantial net revenues growth in recent years. We entered the real estate services market in 2000 as a pioneer of the franchise model in China and, from our base in Beijing, have grown our network of sales offices, including our company-owned sales offices and franchised sales offices, to 34 cities. In late 2006, we launched our company-owned brokerage services business. We subsequently launched our mortgage management services which we began managing as a separate segment in 2008. We are now a market leader in Beijing and Shanghai in both of these business lines.

Factors Affecting Our Results of Operations

Our operating results are subject to general conditions typically affecting the real estate services industry, including changes in PRC government policies and laws with respect to real estate and real estate financing, mortgage interest rates, economic growth, seasonality, demographic changes and demand for residential property in China, particularly in the secondary market. In addition, our operating results may be affected by competition from other real estate services companies and increases in operating costs and expenses due to inflation and other factors. Unfavorable changes in any of these conditions could negatively affect our transaction volume and the transaction value of the properties for which we facilitate sales and otherwise adversely affect our results of operations. For a description of the factors affecting the Chinese real estate and real estate services industry, see “Our Industry.”

Our operating results are also affected by company-specific factors, including our revenue growth and ability to effectively manage our operating costs and expenses. We describe certain of these specific factors affecting our statement of operations below.

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Net Revenues. We generate revenue by providing company-owned brokerage services, mortgage management services and franchise services. Our net revenues are presented net of PRC business taxes, discounts and related surcharges. The following table sets forth the net revenues generated by each of our business lines, both as an amount and as a percentage of total net revenues for the periods indicated:

	For the Year Ended December 31,				For the Nine Months Ended September 30,
	2007		2008		2008		2009
	RMB	%	RMB	%	RMB	%	RMB	US$	%
					(unaudited)
Net Revenues:	(in thousands, except for percentages)
Company-owned brokerage services	151,692	80.2	206,076	75.4	153,703	73.6	407,937	59,761	91.9
Mortgage management services	-	-	10,650	3.9	7,903	3.8	22,467	3,291	5.1
Franchise services	37,337	19.8	56,633	20.7	47,271	22.6	13,287	1,946	3.0
Total net revenues	189,029	100.0	273,359	100.0	208,877	100.0	443,691	64,998	100.0

Company-Owned Brokerage Services. Our company-owned brokerage services accounted for 80.2% and 75.4% of net revenues for the years ended December 31, 2007 and 2008, and 73.6% and 91.9% of net revenues for the nine months ended September 30, 2008 and 2009, respectively. Net revenues from our company-owned brokerage services grew substantially in 2008, after we made a strategic decision to expand our business into company-owned brokerage services in Shanghai and Beijing as these markets mature. We further expanded into Shenzhen in mid-2008 aiming to capture the growth potential in the secondary real estate market there. We expect that our company-owned brokerage services will continue to constitute the majority of our net revenues in future periods.

We generate revenue in our company-owned brokerage services primarily through commissions earned from home buyers, sellers, lessors and lessees, principally with respect to the middle to high grade residential properties in the secondary real estate market. We have also recently created new teams dedicated to the primary and commercial real estate sales markets and expect to generate additional revenue from these areas. Most of our agency contracts specifies a commission rate expressed as a percentage of sales or monthly rental price of a particular property. Commissions are generally payable upon the signing of a real estate sales and purchase agreement or rental agreement, at which time we recognize revenue.

Net revenues from our company-owned brokerage services are significantly affected by transaction volume, our commission rates and the average transaction value of the properties that we assist in selling, purchasing and leasing, as follows:

• Transaction volume. Transaction volumes are largely affected by general real estate market conditions in China and local market conditions, our brand recognition, our network of company-owned sales offices and sales professionals, our ability to market and sell our services to a substantial number of purchasers, sellers and lessors of properties, our ability to obtain information on potential sales or rental leads, and the quality of our services. We have grown transaction volumes by increasing the number of company-owned sales offices and by increasing the productivity per existing sales office as measured by average monthly net revenues per operating sales office. We seek to drive our revenues in future periods by maximizing the productivity per existing sales office as we expand our network of company-owned sales offices. We typically experience a ramp-up period after opening a sales office for it to achieve break-even profitability. The length of the ramp-up period depends on various factors, such as the location of each office, the number of competitors and the maturity level of the relevant local market. In addition, we expect the length of this ramp-up period to decrease as the experience of our sales professionals grows, the number of our listings increases and we achieve greater economies of scale. Subject to market conditions, we intend to have at least 500 company-owned sales offices by the end of 2010.

• Commission rates. Our commission rates are regulated by the PRC and provincial governments, which set maximum rates that vary from city to city. Commissions range up to an aggregate 3% of

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transaction value for sales and purchases, and up to one month’s rent in the case of rentals. The rates set by the PRC government have not changed significantly and therefore our commission rates have not changed materially during the two years ended December 31, 2008 or the nine months ended September 30, 2009.

• Average transaction value. The average transaction value for the transactions in which we are involved varies based upon general real estate market conditions in China and local market conditions. Transaction values are impacted by government polices and laws with respect to real estate and real estate financing, bank lending policies and interest rates, and economic growth and demand for residential property in China (particularly in the secondary market), among other factors.

Mortgage Management Services. We began managing our mortgage management services as a separate segment in 2008. Our mortgage management services accounted for 3.9% of net revenues for the year ended December 31, 2008, and 3.8% and 5.1% of net revenues for the nine months ended September 30, 2008 and September 30, 2009, respectively.

We generate revenue in our mortgage management services primarily through commissions earned from commercial banks in consideration of our advisory services to home buyers and home owners and interim guarantee services to mortgage banks. These services principally consist of introducing home mortgage products made available by various commercial banks to home buyers and arranging property financing, valuation services and title transfers. The commissions we receive in consideration for providing such referral services are based upon the amount of the home mortgage entered into by the customer that we refer. In addition, as is customary in the real estate brokerage industry in Beijing, we provide interim guarantees to commercial banks with respect to the mortgage loans they extend to our customers prior to the registration of the mortgage of the property to the bank. We provide these mortgage management services in Beijing and Shanghai under the trade name of Kaisheng.

Revenues from our mortgage management services are significantly affected by transaction volume, commission rates and the average loan amount of the home mortgage sought by our customers. The number of persons seeking home mortgages in connection with the purchase of a property significantly impacts the number of applications for home mortgages for which we can advise or offer services. In this regard, we cross-sell our mortgage management services to clients of our company-owned sales offices. In 2009, a substantial majority of the transactions handled by our company-owned brokerage services in which mortgages were utilized made use of our mortgage management services.

Franchise Services. Our franchise services accounted for 19.8% and 20.7% of net revenues for the years ended December 31, 2007 and December 31, 2008 and 22.6% and 3.0% of net revenues for the nine months ended September 30, 2008 and September 30, 2009, respectively.

We generate revenue in our franchise services primarily by granting regional franchise rights for the CENTURY 21^® brand in China to regional sub-franchisors in various cities. The regional sub-franchisors, in turn, are authorized to grant individual sales office franchise rights to franchisees in their cities. In consideration for such rights, we collect from each regional sub-franchisor an initial franchise fee and ongoing service fees based on the higher of a percentage of the franchisees’ gross income or a fixed monthly amount. Similarly, a regional sub-franchisor collects from its franchisees an initial franchise fee and ongoing service fees.

Revenues from our franchise services are significantly affected by the number of new regional sub-franchisors, the number of new franchisees and ongoing service fees.

• Number of new regional sub-franchisors. Revenues from the initial franchise fees paid by new regional sub-franchisors upon joining the CENTURY 21^® franchise have constituted the substantial majority of our revenue generated by our franchise services. The number of new regional

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sub-franchisors with whom we are able to enter into regional sub-franchisor agreements significantly impacts the initial franchise fees we generate in any particular period.

• Number of new franchisees. Similarly, the number of new franchisees with whom we or our regional sub-franchisors are able to enter into franchise agreements significantly impacts the amount of initial franchise fees the regional sub-franchisor receives and, correspondingly, the franchise fees we are able to generate in any particular period.

• Ongoing service fees. Ongoing service fees are based on the higher of a percentage of the franchisees’ gross income or a fixed monthly amount. Regional sub-franchisors generally agree on these percentages or fixed amounts at the outset of the franchise relationship with a third party, but increases or decreases in the percentage amount or the fixed amount would significantly impact the amount of franchise fees that we are able to generate in any period.

Commissions and other agent related costs. Our commissions and other agent related costs primarily include salaries, benefits and commissions paid to our sales professionals, other staff and management for company-owned brokerage services and, to a lesser degree, for mortgage management services and franchise services. Compensation for our sales professionals and managers consists of a fixed salary and benefit package, together with a variable incentive-based component that is expected to comprise a majority of the sales professional or manager’s compensation. We believe such a commission based system aligns the interests of our sales professionals with our interests, and allows us to control expenses if transaction volumes or property values decline. Commission and other agent related costs amounted to 43.8% and 55.4% of net revenues for the years ended December 31, 2007 and December 31, 2008 and 55.7% and 44.6% of net revenues for the nine months ended September 30, 2008 and September 30, 2009, respectively.

Operating costs. Our operating costs primarily include store rental, equipment and utility costs and ongoing service fees. These expenses primarily consist of leasing costs, for which we typically execute written leases with terms of up to five years, and costs associated with supporting each sales office, including computer, telephone, electricity, office supplies and related expenses. Ongoing service fees refer to the ongoing service, or royalty, fees, that we must pay in connection with our right to use the CENTURY 21^® brand.

Operating costs amounted to 42.3% and 53.6% of net revenues for the years ended December 31, 2007 and December 31, 2008 and 53.1% and 19.2% of net revenues for the nine months ended September 30, 2008 and September 30, 2009, in each case, respectively. The majority of these operating costs are incurred in relation to our company-owned brokerage services, which accounted for 90.2% and 90.5% of operating costs for the years ended December 31, 2007 and December 31, 2008 and 90.1% and 93.1% of operating costs for the nine months ended September 30, 2008 and September 30, 2009, in each case, respectively.

Selling, general and administrative expenses. Our selling, general and administrative expenses primarily include back office and support staff expenses for our company-owned sales offices, advertising and promotions and share-based compensation. Expenses related to back office and support staff primarily consist of compensation and benefits expenses for administrative personnel, including accounting, human resources, transaction support, legal, information technology, employee training, customer service and other similar functions. Advertising and promotions expenses primarily consist of marketing and advertising costs, including contributions to our National Advertising Fund, or NAF.

Selling, general and administrative expenses amounted to 50.0% and 37.7% of net revenues for the years ended December 31, 2007 and December 31, 2008 and 36.6% and 15.8% of net revenues for the nine months ended September 30, 2008 and 2009, respectively. Expenses relating to our company-owned brokerage services accounted for 50.5% and 51.3% of selling, general and administrative expenses for the years ended December 31, 2007 and December 31, 2008, respectively and 54.2% and 54.0% of selling, general and administrative expenses for the nine months ended September 30, 2008 and September 30, 2009, respectively. Expenses relating to franchise services accounted for 18.8% and 13.4% and 11.5% and 12.7% and non-allocated

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costs accounted for 30.7% and 29.9% and 28.6% and 25.7% of selling, general and administrative expenses for the years ended December 31, 2007 and 2008 and the nine months ended September 30, 2008 and 2009, respectively. Non-allocated costs consist primarily of costs and expenses associated with our headquarters. We expect that our selling, general and administrative expenses will increase in the near term as we hire additional personnel and incur additional costs in connection with the expansion of our business and with being a publicly traded company.

Share-based compensation expenses were RMB43,549 and RMB730,453 for the years ended December 31, 2007 and December 31, 2008 and RMB535,504 and RMB1,257,174 (US$184,169) for the nine months ended September 30, 2008 and September 30, 2009, respectively.

Taxation. We are incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands. Dividends from our PRC subsidiaries are subject to a withholding tax at the rate of 10% except Shenzhen CIR, whose dividends are subject to a withholding tax at the rate of 5%. Our current holding structure does not provide for any further treaty relief. Dividends from our Hong Kong subsidiary are exempt from withholding tax as long as after-tax profits are distributed.

Our subsidiaries in China are subject to business tax and related surcharges by various local tax authorities at rates ranging from 5.0% to 5.5% on gross revenues generated from providing real estate services.

Prior to January 1, 2008, pursuant to the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws, the enterprise income taxes of PRC entities were generally assessed at a statutory rate of 33%, which comprises 30% national income tax and 3% local income tax.

The CIT Law, under which foreign invested enterprises, or FIEs, and domestic companies would be subject to enterprise income tax at a uniform rate of 25%, became effective on January 1, 2008. In accordance with the CIT Law, there will be a transition period for enterprises that currently receive preferential tax treatments granted by relevant tax authorities. Enterprises subject to an enterprise income tax rate lower than 25% may continue to enjoy the lower rate and gradually transition to the new tax rate within five years after the effective date of the CIT Law.

IFM Beijing, Beijing Anxin and IFM SH are subject to the income tax rate of 33% for periods before 2008 and 25% thereafter in accordance with the CIT Law.

As Shanghai Ruifeng and Anshijie are both registered in Shanghai Pu Dong New Area and Shenzhen CIR is registered in Shenzhen special economic zone, they are subject to the preferential income tax rate of 15% according to the Foreign Investment and Foreign Enterprise Income Tax Law before 2008. From January 1, 2008 onwards, the income tax rate is increased progressively from 18% to 25% from 2008 to 2012, respectively, according to preferential treatments granted by the PRC central and local governments.

In October 2009, Beijing Huachuangxunjie Technology Co., Ltd, or Huachuang, obtained a Software Enterprise Certification which entitles it to exemption from corporate income tax for the first two years in which it has taxable income and a 50% reduction in corporate income tax for each of the following three years.

Under the CIT Law, dividends from our PRC subsidiaries out of earnings generated after January 1, 2008, are subject to a withholding tax which may be as high as 20%, although under the detailed implementation rules promulgated by the PRC tax authorities, the effective withholding tax is currently 10%. Distributions of earnings generated before January 1, 2008 are exempt from PRC withholding tax. Dividend payments are not subject to withholding tax in the British Virgin Islands or the Cayman Islands.

Under the CIT Law, enterprises established under the laws of foreign countries or regions and whose “de facto management bodies” are located within the PRC territory are considered PRC resident enterprises, and

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will be subject to the PRC enterprise income tax at the rate of 25% on their worldwide income. Under the implementation rules of the CIT Law, “de facto management bodies” are defined as the bodies that have material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. We cannot assure you that we will not be deemed to be a PRC resident enterprise under the PRC CIT Law and be subject to the PRC enterprise income tax at the rate of 25% on our worldwide income. See “Risk Factors — Risks Related to Doing Business in China — Dividends payable to us by our PRC subsidiaries and gain on sale of our shares may be subject to PRC withholding taxes, or we may be subject to PRC taxation on our worldwide income and dividends distributed to our investors may be subject to PRC withholding taxes under the new CIT Law.”

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

	For the Year Ended December 31,				For the Nine Months Ended September 30,
	2007		2008		2008		2009		2009
	(RMB)		(RMB)		(RMB)		(RMB)		(US$)(1)
					(unaudited)
	(in thousands)
Revenue
Net revenues	189,029		273,359		208,877		443,691		64,998
Costs and Expenses
Commissions and other agent related costs	(82,866	)	(151,550	)	(116,250	)	(197,978	)	(29,003	)
Operating costs	(79,886	)	(146,457	)	(110,889	)	(85,183	)	(12,479	)
Selling, general and administrative expenses	(94,471	)	(102,952	)	(76,456	)	(70,278	)	(10,295	)
Total costs and expenses	(257,223	)	(400,959	)	(303,595	)	(353,439	)	(51,777	)
(Loss) / income from operations	(68,194	)	(127,600	)	(94,718	)	90,252		13,221
Interest income	1,708		4,441		2,708		1,575		231
Foreign currency exchange loss	(5,485	)	(5,526	)	(4,458	)	(480	)	(70	)
(Loss) / income before income tax and share of associates’ losses	(71,971	)	(128,685	)	(96,468	)	91,347		13,382
Income tax	(394	)	(2,076	)	(1,780	)	(2,821	)	(414	)
Share of associates’ losses	(409	)	(1,126	)	(1,050	)	(193	)	(28	)
Net (loss) / income	(72,774	)	(131,887	)	(99,298	)	88,333		12,940
Non-controlling interest	(1,347	)	(431	)	(431)		—		—
Net (loss) / income attributable to IFM Investments Limited	(74,121	)	(132,318	)	(99,729)		88,333		12,940

(1) Translations of RMB amounts into U.S. dollars were made at a rate of RMB6.8262 to US$1.00, the noon buying rate for U.S. dollars in effect on September 30, 2009 in New York City for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York.

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Selected financial information and operational data relating to each of our business lines is set forth below for the periods indicated:

	For the Year Ended December 31,		For the Nine Months Ended September 30,
	2007	2008	2008	2009
Company-owned brokerage services
Net revenues (in thousands of RMB)	151,692	206,076	153,703	407,937
Beijing	62,666	75,543	50,196	187,077
Shanghai	89,026	126,830	101,752	200,414
Shenzhen	—	3,703	1,755	20,446
Average number of operating sales offices(1)	143	279	296	233
Average monthly net revenues per operating sales office (in thousands of RMB)	88.4	61.6	57.7	194.5
Mortgage management services
Net revenues (in thousands of RMB)	—	10,650	7,903	22,467
Loan amount of referred mortgages (in thousands of RMB)	—	1,879,500	1,369,000	4,171,000
Franchise services
Net revenues (in thousands of RMB)	37,337	56,633	47,271	13,287
Number of regional sub-franchisors as of period end	23	28	27	28

(1) Equals the sum of the number of operating sales offices that existed at the end of each month in the applicable period, divided by the number of months in such period.

Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008

Net revenues. Our net revenues increased RMB234.8 million, or 112.4%, from RMB208.9 million for the nine months ended September 30, 2008 to RMB443.7 million (US$65.0 million) for the nine months ended September 30, 2009, primarily due to a significant increase in net revenues generated by our company-owned brokerage services. Our net revenue growth was also partly attributable to the increase in net revenues from our mortgage management services and partially offset by a decrease of net revenues from our franchise services.

Company-Owned Brokerage Services. Net revenues from our company-owned brokerage services increased RMB254.2 million, or 165.4%, from RMB153.7 million for the nine months ended September 30, 2008 to RMB407.9 million (US$59.8 million) for the nine months ended September 30, 2009. This increase was primarily due to a substantial increase in the number of sale and purchase transactions in which we were involved from 4,396 for the nine months ended September 30, 2008 to 12,976 for the nine months ended September 30, 2009. We believe the increase in the number of transactions in which our company-owned brokerage services were involved was primarily attributable to a recovery in China’s real estate market. The increase in the number of transactions was also partially due to the number of transactions we brokered in Shenzhen, a market we entered in the second half of 2008. We have achieved this robust growth in sales volume despite a significant reduction in the number of operating sales offices in Beijing and Shanghai. In Beijing, we decreased from an average of 140 operating sales offices for the nine months ended September 30, 2008 to an average of 101 operating sales offices for the nine months ended September 30, 2009. In Shanghai, we decreased from an average of 148 operating sales offices for the nine months ended September 30, 2008 to an average of 109 operating sales offices for the nine months ended September 30, 2009. These decreases were primarily due to streamlining of our operations in response to the weakness of the real estate market in China in 2008.

Average commission rates remained relatively stable in the nine months ended September 30, 2009 compared to the same period in 2008. However, our average monthly net revenues per operating sales office in Beijing increased by RMB165,967 or 416.6%, from RMB39,838 for the nine months ended September 30, 2008 to RMB205,805 (US$30,149) for the nine months ended September 30, 2009, and our average monthly net revenues per operating sales office in Shanghai increased by RMB127,906, or 167.4%, from RMB76,390 for the nine months ended September 30, 2008 to RMB204,296 (US$29,928) for the nine months ended September 30,

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2009. We believe that these increases were primarily due to improved operational efficiency and the recovery of the real estate market in China during the first nine months of 2009.

Mortgage Management Services. Revenues from our mortgage management services increased RMB14.6 million, or 184.8%, from RMB7.9 million for the nine months ended September 30, 2008 to RMB22.5 million (US$3.3 million) for the nine months ended September 30, 2009, primarily due to a substantial increase in the number of home mortgages for existing homes that utilized our mortgage management services. For the nine months ended September 30, 2009, we provided services for home mortgages for existing homes with an aggregate loan amount of approximately RMB4.2 billion (US$615.3 million) as compared to RMB1.4 billion for the nine months ended September 30, 2008.

Franchise Services. Revenues from our franchise services decreased RMB34.0 million, or 71.9%, from RMB47.3 million for the nine months ended September 30, 2008 to RMB13.3 million (US$1.9 million) for the nine months ended September 30, 2009. This decrease resulted primarily because we did not grant any new regional sub-franchises in the nine months ended September 30, 2009 compared with the nine months ended September 30, 2008, during which period we recognized RMB35.5 million in initial franchise fees from seven newly granted regional sub-franchises. Since September 30, 2009, we have granted one additional regional sub-franchise.

Commissions and other agent related costs. Our commissions and other agent related costs accounted for 55.7% and 44.6% of net revenues for the nine months ended September 30, 2008 and September 30, 2009, respectively and increased RMB81.7 million, or 70.3%, from RMB116.3 million for the nine months ended September 30, 2008 to RMB198.0 million (US$29.0 million) for the nine months ended September 30, 2009, primarily due to RMB81.5 million net increase in costs associated with our company-owned brokerage services. This net increase was primarily due to a RMB95.7 million increase in commission expenses as a result of higher net revenues, and was partially offset by an RMB14.0 million decrease in non-commission, payroll and benefit expenses for our sales professionals as a result of the decrease in the number of company-owned sales offices and sales professionals in the nine months ended September 30, 2009.

Operating costs. Our operating costs accounted for 53.1% and 19.2% of net revenues for the nine months ended September 30, 2008 and September 30, 2009, respectively and decreased RMB25.7 million, or 23.2%, from RMB110.9 million for the nine months ended September 30, 2008 to RMB85.2 million (US$12.5 million) for the nine months ended September 30, 2009, primarily due to a decrease in operating costs for our company-owned brokerage services of RMB20.6 million, or 20.6%, from RMB99.9 million for the nine months ended September 30, 2008 to RMB79.3 million for the nine months ended September 30, 2009. This decrease was primarily due to an RMB11.8 million decrease in sales office rental costs as a result of a reduction of 78 average company-owned operating sales offices in Beijing and Shanghai, offset by the addition of 26 operating sales office in Shenzhen, RMB8.1 million decrease in other sales office related costs such as utilities and telecommunications, and depreciation and amortization expenses. Our operating costs attributable to franchise services also decreased by RMB5.8 million mainly due to a decrease in royalty payments due to Realogy as we did not recognize any initial franchise fee revenue from newly signed regional sub-franchisors during this period.

Selling, general and administrative expenses. Our selling, general and administrative expenses accounted for 36.6% and 15.8% of net revenues for the nine months ended September 30, 2008 and September 30, 2009, respectively and decreased RMB6.2 million, or 8.1%, from RMB76.5 million for the nine months ended September 30, 2008 to RMB70.3 million (US$10.3 million) for the nine months ended September 30, 2009, primarily due to a decrease of RMB8.9 million in marketing expenses as management replaced traditional advertising with internet based marketing for our company-owned brokerage services and franchise services. The overall decrease in selling, general and administrative expenses was partially offset by increases of RMB0.9 million in costs associated with our mortgage management services as a result of hiring additional staff.

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Interest income. Our interest income decreased RMB1.1 million, or 41.8%, from RMB2.7 million for the nine months ended September 30, 2008 to RMB1.6 million (US$0.2 million) for the nine months ended September 30, 2009, mainly as a result of a lower average cash balance maintained for the nine months ended September 30, 2009.

Foreign currency exchange loss. Our foreign currency exchange loss decreased RMB4.0 million, or 89.2%, from RMB4.5 million for the nine months ended September 30, 2008 to RMB0.5 for the nine months ended September 30, 2009 primarily as a result of the stabilization of the exchange rate between the Renminbi and the U.S. dollar.

Net Income. As a result of the foregoing, we had a net income of RMB88.3 million (US$12.9 million) for the nine months ended September 30, 2009 as compared to a net loss of RMB99.3 million for the nine months ended September 30, 2008.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Net revenues. Our net revenues increased RMB84.4 million, or 44.6%, from RMB189.0 million for the year ended December 31, 2007 to RMB273.4 million for the year ended December 31, 2008, primarily due to an increase in net revenues generated by our company-owned brokerage services. Our net revenue growth was also partly attributable to the establishment of our mortgage management services business as a separately managed segment and growth in our franchise services revenue.

Company-Owned Brokerage Services. Net revenues from our company-owned brokerage services increased RMB54.4 million, or 35.9%, from RMB151.7 million for the year ended December 31, 2007 to RMB206.1 million for the year ended December 31, 2008. This increase was primarily due to a substantial increase in the number of sale and purchase transactions in which we were involved from 4,424 for the year ended December 31, 2007 to 6,312 for the year ended December 31, 2008. The increase in the number of transactions in which our company-owned brokerage services were involved was primarily attributable to an increase in the number of sales offices in Beijing and Shanghai. In Beijing we increased from an average of 68 operating sales offices for the year ended December 31, 2007 to an average of 128 operating sales offices for the year ended December 31, 2008. In Shanghai we increased from an average of 75 operating sales offices for the year ended December 31, 2007 to an average of 139 operating sales offices for the year ended December 31, 2008.

Average commission rates remained relatively stable in the year ended December 31, 2008 as compared to the year ended December 31, 2007. As a result of our rapid expansion and, we believe, the weakness of the real estate market in China in 2008, our average monthly net revenues per operating sales office in Beijing, decreased by RMB27,615, or 36.0%, from RMB76,797 for the twelve months ended December 31, 2007 to RMB49,182 for the twelve months ended December 31, 2008. Our average monthly net revenues per operating sales office in Shanghai decreased by RMB22,881, or 23.1%, from RMB98,918 for the twelve months ended December 31, 2007 to RMB76,037 for the twelve months ended December 31, 2008. Revenues from our company-owned brokerage services in Shenzhen were minimal during such periods as these operations were launched in 2008.

Mortgage Management Services. Revenues from our mortgage management services were RMB10.7 million for the year ended December 31, 2008. Our mortgage management services were not separately segmented until 2008 when we began marketing the services under the Kaisheng brand, concentrating on brokering mortgage loan services to customers both inside and outside our CENTURY 21^® China network. For the year ended December 31, 2008, we provided services for home mortgages for existing homes with an aggregate loan amount of approximately RMB1.9 billion.

Franchise Services. Revenues from our franchise services increased by RMB19.3 million, or 51.7%, from RMB37.3 million for the year ended December 31, 2007 to RMB56.6 million for the year ended

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December 31, 2008. This growth was primarily attributable to an increase in the number of our newly-opened operating regional sub-franchisors in 2008 from three in the year ended December 31, 2007 to eight in the year ended December 31, 2008, resulting in an increase in the initial franchise fees recognized as revenue.

Commissions and other agent related costs. Our commissions and other agent related costs increased by RMB68.7 million, or 82.9%, from RMB82.9 million for the year ended December 31, 2007 to RMB151.6 million for the year ended December 31, 2008 primarily due to RMB69.1 million increase in costs associated with our company-owned brokerage services, RMB52.6 million, or 76.1%, of which was attributable to increased costs associated with non-commission, payroll and benefit expenses for our sales professionals as a result of the increase in company-owned sales offices in 2008 described under “– Net Revenues – Company-Owned Brokerage Services” above. This increase was also caused by an increased number of sales professionals and staff for our mortgage management services, which were managed as a separate segment beginning in 2008.

Operating costs. Our operating costs increased by RMB66.6 million, or 83.3%, from RMB79.9 million for the year ended December 31, 2007 to RMB146.5 million for the year ended December 31, 2008, principally due to an increase in operating costs for our company-owned brokerage services of RMB60.6 million, or 84.1%, from RMB72.0 million for the year ended December 31, 2007 to RMB132.6 million for the year ended December 31, 2008. This increase was primarily due to higher sales office rental costs of RMB43.1 million as a result of the addition of 136 company-owned average operating sales offices in Beijing, Shanghai and Shenzhen, RMB16.9 million increase in other sales office related costs such as utilities and telecommunications, and depreciation and amortization expense. Our operating costs attributable to franchise services increased by RMB4.4 million due to an increase in royalty payments to Realogy resulting from our increased initial franchise fee revenue. In addition, the operation of our mortgage management services as a separate segment resulted in costs of RMB1.6 million for the year ended December 31, 2008 being allocated to our mortgage management services.

Selling, general and administrative expenses. Our selling, general and administrative expenses increased by RMB8.5 million, or 9.0%, from RMB94.5 million for the year ended December 31, 2007 to RMB103.0 million for the year ended December 31, 2008, primarily due to RMB17.4 million increase in non-sales payroll costs associated with expansion of company-owned brokerage services and mortgage management services as we hired more back office supporting staff in these business segments, offset in part by RMB4.8 million decrease in advertising and promotion expenses as we changed from traditional print media to more internet based advertising, as well as RMB3.9 million decrease in other general and administrative expenses as we reduced consulting fees and professional fees.

Interest income. Our interest income increased by RMB2.7 million, or 160.0%, from RMB1.7 million for the year ended December 31, 2007 to RMB4.4 million for the year ended December 31, 2008, mainly as a result of our increased average cash balance during 2008 as compared with 2007.

Net loss. As a result of the foregoing, our net loss increased by RMB59.1 million, or 81.2%, from RMB72.8 million for the year ended December 31, 2007 to RMB131.9 million for the year ended December 31, 2008.

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The following table sets forth selected quarterly results of operations for the seven quarters ended September 30, 2009. We have prepared this financial information on the same basis as our audited consolidated financial statements. The operating results in any quarter are not necessarily indicative of the results that may be expected for any future period.

	For Three Months Ended
	March 31, 2008		June 30, 2008		September 30, 2008		December 31, 2008		March 31, 2009		June 30, 2009		September 30, 2009
	(RMB’000)		(RMB’000)		(RMB’000)		(RMB’000)		(RMB’000)		(RMB’000)		(RMB’000)
Revenue
Net revenue	58,912		75,497		74,468		64,482		98,236		165,948		179,507
Costs and Expenses
Commissions and other agent related costs	(32,614	)	(42,213	)	(41,423	)	(35,300	)	(46,763	)	(72,204	)	(79,011	)
Operating costs	(32,004	)	(34,712	)	(44,173	)	(35,568	)	(25,450	)	(29,384	)	(30,349	)
Selling, general and administrative expenses	(22,348	)	(24,944	)	(29,164	)	(26,496	)	(19,259	)	(22,468	)	(28,551	)
Total costs and expenses	(86,966	)	(101,869	)	(114,760	)	(97,364	)	(91,472	)	(124,056	)	(137,911	)
(Loss) Income from operations	(28,054	)	(26,372	)	(40,292	)	(32,882	)	6,764		41,892		41,596
Interest income	1,112		950		646		1,733		406		448		721
Foreign currency exchange loss	(2,205	)	(822	)	(1,431	)	(1,068	)	(337	)	(77	)	(66	)
(Loss) Income before income tax and share of associates’ losses	(29,147	)	(26,244	)	(41,077	)	(32,217	)	6,833		42,263		42,251
Income tax	(558	)	(1,094	)	(128	)	(296	)	(301	)	(1,032	)	(1,488	)
Share of associates’ losses	(833	)	(80	)	(137	)	(76	)	(97	)	(94	)	(2	)
Net (loss) income	(30,538	)	(27,418	)	(41,342	)	(32,589	)	6,435		41,137		40,761
Non-controlling interest	(431	)	—		—		—		—		—		—
Net (loss) income attributable to IFM Investments Limited	(30,969	)	(27,418	)	(41,342	)	(32,589	)	6,435		41,137		40,761

Our Liquidity and Capital Resources

Through September 30, 2009, our principal sources of liquidity were cash generated from our operating activities, capital contributions and sale of preferred shares through private placements. Our net cash used in operating activities was approximately RMB38.7 million, RMB125.4 million for the years ended December 31, 2007 and 2008, respectively and the net cash provided by operating activities was approximately RMB97.5 million for the nine months ended September 30, 2009. Consequently, our accumulated deficit was RMB135.7 million, RMB268.0 million and RMB179.7 million as of December 31, 2007 and 2008 and as of September 30, 2009, respectively. Our cash and cash equivalents consist of cash on hand and liquid investments placed with banks and other financial institutions that are unrestricted as to withdrawal or use and have maturities of three months or less. We have no debt obligations. We expect to utilize a portion of our cash on hand to open and acquire company-owned sales offices in selected new markets as we grow our network of company-owned brokerage services. We currently anticipate that we will be able to meet our needs to fund operations for at least the next twelve months following this offering with operating cash flow and existing cash balances.

We are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries in China. As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with accounting standards and regulations applicable to such subsidiaries. Under

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PRC law, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of our PRC subsidiaries with foreign investments is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund at the discretion of the board. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of these subsidiaries. In addition, dividend payments from our PRC subsidiaries could be delayed as such dividends may only be distributed upon completion of an annual audit of such subsidiary.

The following table sets forth a summary of our cash flows for the periods indicated:

	For the Year Ended December 31,				For the Nine Months Ended September 30,
	2007		2008		2008		2009		2009
	(RMB)		(RMB)		(RMB)		(RMB)		(US$)
					(unaudited)
	(in thousands)
Net cash (used in) provided by operating activities	(38,721	)	(125,376	)	(106,337	)	97,455		14,277
Net cash (used in) investing activities	(42,483	)	(38,446	)	(34,650	)	(8,915	)	(1,306	)
Net cash provided by (used in) financing activities	307,830		13,272		8,189		(2,313	)	(339	)
Effects of foreign exchange on cash and cash equivalents	(5,915	)	(3,689	)	(4,842	)	(28	)	(4	)
Net increase (decrease) in cash and equivalents	220,711		(154,239	)	(137,640	)	86,199		12,628
Cash and cash equivalents at the beginning of the period	110,505		331,216		331,216		176,977		25,926
Cash and cash equivalents at the end of the period	331,216		176,977		193,576		263,176		38,554

Operating Activities

Our operating activities primarily comprise our company-owned brokerage services, mortgage management services and franchise services. The timing of when we collect our fees on all of the business lines may differ from when we recognize revenue, which may result in significant changes in certain of our related balance sheet items such as deferred revenue and accounts receivable. For example, we collected more funds up front in 2007 related to our franchise fees as compared to 2008, which affected our cash used in operating activities.

For the nine months ended September 30, 2009, cash generated from operating activities amounted to RMB97.5 million, primarily due to RMB88.3 million net income earned during the period and, to a lesser degree, to an increase of RMB43.9 million in accrued expenses and other current liabilities due to increase in commission and other agent related costs, operating costs and selling, general and administrative expenses. These increases were partially offset by an increase of RMB54.5 million in accounts receivable primarily due to an increase in sales volume.

For the nine months ended September 30, 2008, cash used in operating activities amounted to RMB106.3 million, primarily due to RMB99.3 million of net losses during the period and, to a lesser degree, to a decrease of RMB18.7 million in deferred revenue in our franchise services business associated with new regional

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sub-franchisors and an increase of RMB12.4 million in accounts receivable primarily due to an increase in sales volume.

All of our operating cash generated in 2007 and 2008 was used in our operating activities. Significant changes in operating assets and liabilities that impacted our cash used in our operating activities include an increase in prepaid expenses and other current assets of RMB20.3 million in 2007, compared with a decrease in prepaid expenses and other current assets of RMB8.8 million in 2008, and an increase in accrued expenses and other current liabilities of RMB28.7 million in 2007, compared with an increase in accrued expenses and other current liabilities of RMB0.2 million in 2008. As we continue to expand the scale of our business, our working capital requirements are expected to increase as well.

Investing Activities

Our investing activities primarily relate to our purchases and disposals of equipment and acquisition activities.

Net cash used in investing activities amounted to RMB8.9 million for the nine months ended September 30, 2009 primarily due to our purchase of property and equipment. Net cash used in investing activities amounted to RMB34.7 million for the nine months ended September 30, 2008, primarily due to (i) our purchase of property and equipment of RMB19.3 million, (ii) our payment for the acquisition of IFM SH for RMB10.9 million, and, to a lesser degree, to our purchase of intangible assets of RMB4.5 million in connection with the reacquisition of the CENTURY 21^® franchise rights from a franchisee in Shenzhen.

Net cash used in investing activities amounted to RMB38.4 million for the year ended December 31, 2008, primarily due to (i) our purchase of property and equipment of RMB23.1 million and (ii) our payment for the acquisitions of IFM SH and City Integrated Residential Services (China) Limited for an aggregate RMB10.9 million, and, to a lesser degree, to our purchase of intangible assets of RMB4.5 million in connection with the reacquisition of the CENTURY 21^® franchise rights from a franchisee in Shenzhen. See “Our Corporate History and Structure — Our Principal Subsidiaries.”

Net cash used in investing activities amounted to RMB42.5 million for the year ended December 31, 2007, solely due to our purchase of property and equipment.

Financing Activities

Our financing activities primarily consist of capital contributions and issuance and sale of our preferred shares to investors.

Net cash used in financing activities amounted to RMB2.3 million for the nine months ended September 30, 2009 as a result of a net repayment of certain related party loans. Net cash provided by financing activities amounted to RMB8.2 million for the nine months ended September 30, 2008, primarily due to the RMB16.2 million gross proceeds from the issuance of our Series B preferred shares to Realogy and partially offset by an RMB8.0 million net repayment of certain related party loans.

Net cash provided by financing activities amounted to RMB13.3 million for the year ended December 31, 2008, primarily due to the RMB16.2 million in net proceeds from our issuance of our Series B preferred shares to Realogy and partially offset by RMB2.9 million in net repayments of certain related party loans.

Net cash provided by financing activities amounted to RMB307.8 million for the year ended December 31, 2007, primarily due to the RMB325.0 million in proceeds from our issuance of our Series B preferred shares to GL Asia Mauritius II Cayman Limited as well as proceeds received from our issuance of

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Series A preferred shares to Goldman Sachs Strategic Investments, and partially offset by RMB15.3 million in repayments of certain short-term borrowings, and RMB1.9 million in net repayments of certain related party loans.

We incurred RMB4.1 million, RMB42.5 million, RMB23.1 and RMB8.9 million of capital expenditures for the years ended December 31, 2006, 2007 and 2008 and the nine months ended September 30, 2009, respectively. We incurred these capital expenditures primarily in our company-owned brokerage services in connection with the establishment of brokerage stores, and financed these expenditures principally through the issuance of preferred shares.

Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2008:

Contractual Obligations (in thousands of RMB)	Total	Less than 1 year	1 – 3 years	3 – 5 years	More than 5 years
Operating Lease
Obligations	125,533	56,303	60,375	8,855	-
Minimum Service
Fees	11,104	683	1,366	1,366	7,689
Total	136,637	56,986	61,741	10,221	7,689

Operating Leases

Our operating lease agreements are principally for our administrative offices and real estate brokerage sales offices. These leases have expiration dates, the latest of which is in 2015.

Minimum Service Fees

Pursuant to the master sub-franchise agreement entered into with Realogy, we are required to pay an annual minimum service fee to Realogy for the licensing of the CENTURY 21^® brand. The minimum annual service fee is the greater of US$100,000 (approximately RMB683,000) or an amount calculated by multiplying US$500 (approximately RMB3,000) by the number of sales offices in our CENTURY 21^® franchise network, to be adjusted for inflation or deflation.

Long-term Deposits Payable

We receive security deposits from franchisees which are recorded as long-term deposits payable. These deposits are refundable at the end of the franchise agreement period if the franchisees do not breach the franchise agreements. The long-term deposits payable as of September 30, 2009 were RMB8.9 million.

Off-Balance Sheet Commitments and Arrangements

As is customary in the mortgage management industry in Beijing, we provide interim guarantees to commercial banks in respect of the mortgage loans they extend to property buyers. An interim guarantee covers the period beginning when the bank disburses the mortgage loan to the property buyer and ending when the mortgage registration certificate is issued to the bank by the applicable property registry, which typically takes one to six months. The fair value of the interim guarantees as of December 31, 2007 and 2008 and as of September 30, 2009 was immaterial.

If a bank fails to obtain the mortgage registration certificate or the property buyer defaults on his payment obligations during the term of an interim guarantee, we may be required to pay the amount of the

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delinquent mortgage payments or any measurable loss suffered by the bank exceeding the payment already made by the buyer and the amount recoverable from the property.

Under PRC rules, the maximum financed portion of the purchase price of a property is 80%, which helps reduce our risk exposure. To further mitigate our risk exposure, we usually:

• conduct certain background and credit checks on property buyers and reject less credit-worthy mortgage applications;

• assist in applying for buyers’ title documents, and issue a guarantee in a transaction only after a notice specifying the proposed date for collecting the title document has been issued by the applicable property registry; and

• actively participate in the process of banks’ applying for mortgage registration certificates.

The contingent guarantee obligation in connection with our provision of interim guarantees was RMB143.9 million and RMB227.8 million as of December 31, 2007 and 2008, respectively, and RMB829.3 million as of September 30, 2009. This increase during the nine months ended September 30, 2009 was primarily due to a substantial increase in the number of home mortgages for existing homes that utilized our mortgage management services. We have not experienced any losses associated with our interim guarantees for the years ended December 31, 2007 and 2008. We have accrued RMB0.5 million for the nine months ended September 30, 2009 for the estimated loss associated with our interim guarantees.

Other than the contingent liabilities discussed above and the obligations set forth in the preceding section, we have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Internal Control Over Financial Reporting

When preparing our consolidated financial statements for the years ended December 31, 2007 and 2008, we noted one material weakness in our internal control over financial reporting relating to a lack of sufficient resources to perform period-end financial reporting procedures, to address complex accounting issues under US GAAP and to prepare and review financial statements and related disclosures under US GAAP. This material weakness resulted in adjustments to the Group’s consolidated financial statements for the years ended December 31, 2007 and 2008. A material weakness is defined in PCAOB Standards and Related Rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Following the identification of this material weakness, we have expended additional resources from our management team and additional expenses to implement and maintain effective controls and procedures to remedy this material weakness and any additional weaknesses we may identify in our internal control over financial reporting in the future. In addition, we have hired and will continue to hire more staff for financial reporting and analysis and an external consultant to strengthen our control procedures over financial statement reviews for external reporting. Furthermore, we have expanded our training programs to our new and existing accounting staff on US GAAP financial statement preparation and reporting.

We plan to take additional measures to improve our internal control over financial reporting. These measures include (i) establishing an audit committee to oversee the accounting and financial reporting processes

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as well as external and internal audits of our company, (ii) hiring additional qualified professionals with relevant experience for our finance and accounting department, (iii) providing additional accounting and financial reporting training for our existing personnel, and (iv) increasing the level of interaction among our management, audit committee, independent registered public accounting firm and other external advisors. However, the process of designing and implementing an effective financial reporting system represents a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

We believe that the actions we have taken to date have enhanced the reliability and effectiveness of our internal control over financial reporting as of the date of this prospectus. However, our independent registered public accounting firm has not evaluated the effectiveness of the measures we have taken to improve our internal control over financial reporting since such material weakness was noted in connection with the recently completed 2007 and 2008 audits. We cannot assure you that the measures we have taken to date or any measures we take in the future will be sufficient to remediate the material weakness reported by our independent registered public accounting firm and to avoid potential future material weaknesses. See “Risk Factors—When preparing our consolidated financial statements for the years ended December 31, 2007 and 2008, we noted one material weakness in our internal control over financial reporting. If we fail to implement and maintain effective internal control over financial reporting, our ability to accurately report our financial results on a timely basis may be impaired, which could adversely impact investor confidence and the market price of our ADSs.”

Inflation

Inflation in China has not materially impacted our results of operations in recent years. According to the National Bureau of Statistics of China, the change of consumer price index in China was 4.8% and 5.9% in 2007 and 2008, respectively.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with US GAAP, appearing elsewhere in this prospectus. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. We believe that our accounting policies with respect to revenue recognition, allowance for doubtful accounts, property and equipment, goodwill and intangible assets, impairment of long-lived assets, share-based compensation, and income taxes represent critical accounting policies that reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) judgment and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions.

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Revenue Recognition

We recognize revenue where there is persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenues are recorded, net of sales related taxes and discounts.

Company-Owned Brokerage Services

Our company-owned brokerage services business earns most of its revenue from brokerage commissions from secondary real estate property sales, purchases and leasing transactions, referral and service fees of mortgage loan transactions to our mortgage management services segment, and to a lesser extent brokerage commissions from primary real estate property sales and purchase transactions. This commission income is recorded as revenue upon meeting the revenue recognition criteria described above, including the signing of a real estate sales and purchase agreement or rental agreement, the mortgage loan fund being disbursed by banks to the customers, and developers’ confirmation of successful sales of a primary real estate property. All revenue amounts are net of any sales discounts that management estimates based on current circumstances at the time of the sale and historical experience of anticipated subsequent discounts granted to customers.

Deferred revenues are recognized when payments are received in advance of revenue recognition.

Mortgage Management Services

We provide mortgage management services, many of which are provided in connection with our company-owned brokerage services business. We also provide interim financial guarantees to banking institutions in Beijing for a period ranging from approximately one to six months while government-owned property registries process and release the relevant mortgage pledge documents to such institutions.

The mortgage management services income is recognized on a net basis when the mortgage loan funds are disbursed by banks to the customers. The financial guarantee revenue is recognized when the respective mortgage pledge documents are collateralized by the banking institutions. We have not experienced any losses associated with the interim financial guarantees for the fiscal years ended December 31, 2007 and 2008 and we have accrued RMB0.5 million for estimated losses associated with our interim financial guarantees for the nine months ended September 30, 2009.

Franchise Services

We recognize our franchise services revenue as earned. Franchise revenue includes initial franchise fees, which are generally non-refundable and recognized as revenue when all material services or conditions relating to the initial franchise fee have been substantially performed and we have fulfilled all of our commitments and obligations (generally when a franchisee commences its operation under the CENTURY 21^® brand). Our commitments and obligations related to earning the initial franchise fee include providing training and assessing the franchisees’ qualifications for commencement of operations. Franchise revenue also consists of ongoing service fees received from our franchisees. The ongoing service fees received are primarily based on a percentage of the franchisees’ gross income or a fixed monthly amount. The ongoing service fees are accrued as the underlying franchisee revenue is earned. On an ongoing basis, the services we provide to our franchisees include the license to use or sub-franchise CENTURY 21^® brand and system, training services, and the right to participate in and benefit from the marketing campaigns using our NAF as well as information technology and back office support.

We also collect marketing fees from our franchisees and utilize such fees to fund advertising campaigns on behalf of our franchisees (known as National Advertising Fund, or NAF). Management fee income of NAF is recognized in proportion to the NAF that had been spent during the reporting period.

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Allowance for doubtful accounts

We accrue for allowances for doubtful accounts for receivable balances that are unlikely to be collected based on management analysis and estimates. This analysis is based on an assessment of our historical experience with particular customers or franchisees and the age of certain receivable balances, which may indicate that such receivables are no longer fully collectible. If the financial condition of our customers and franchisees were to deteriorate, resulting in an impairment of their ability to make payments, or if such customers or franchisees decided not to pay us, additional allowances could be required that would materially impact our financial position and results of operations.

We have adopted a provisioning policy for doubtful debts for our receivable balances based on the historical experience of the recoverability of the receivables. For the periods presented, our provision based on historical bad debts is approximately 2% of net revenue. The appropriateness of our provisioning is assessed on an ongoing basis based on our actual experience. In addition, we also make specific bad debt provisions for problem account receivable balances (e.g. for certain franchisees). Established reserves have historically been sufficient, and are based on aging, specific customer circumstances, historical experience and current knowledge of the related political and economic environments. It is possible, however, that the accuracy of the management’s estimation process could be impacted by unforeseen circumstances.

Allowances for doubtful accounts charged to selling, general and administrative expenses were RMB4.5 million, RMB5.2 million for the years ended December 31, 2007 and 2008, respectively. The allowance for doubtful accounts ending balance of RMB2.3 million, RMB3.6 million as of December 31, 2007 and 2008, respectively, represents a net ending balance after actual write-offs during the year. Accounts receivable related to company-owned brokerage services fees and franchise services fees are stated net of such allowance balances at the end of year. For the nine months ended September 30, 2009, allowances for doubtful accounts charged to selling, general and administrative expenses were RMB8.1 million, and the ending balance of the allowance for doubtful accounts was RMB6.3 million as of September 30, 2009.

Property and equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computers and software	5 years
Furniture, fixtures and equipment	5 years
Vehicles	5 years
Leasehold improvements	Shorter of lease term or useful lives of assets

Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred. Judgment is required to determine the estimated useful lives of assets and changes in these estimates and assumptions could materially impact our financial position and results of operations.

Gains and losses from the disposals of property and equipment are included in loss from operations.

Goodwill and indefinite-lived intangible assets

Goodwill represents the excess of purchase price over fair value of tangible net assets of acquired businesses after amounts allocated to other intangible assets. Other intangible assets represent the rights to use and sub-franchise the CENTURY 21^® brand in the PRC for 14.5 to 25 years. In addition, intangible assets also represent the customer relationships and real estate listing databases acquired through business combinations consummated in 2006 and 2008. We amortize intangible assets over their estimated useful lives on a straight-line basis.

We test goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis, or more frequently, if facts and circumstances warrant a review. We make

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judgments about goodwill whenever events or changes in circumstances indicate that an impairment in the value of goodwill recorded on our balance sheet may exist. The timing of an impairment test may result in charges to our statements of operations in our current reporting period that could not have been reasonably foreseen in prior periods. Application of an impairment test of goodwill requires judgment, including the identification of reporting units, assigning assets and liabilities to the reporting units, assigning goodwill to reporting units and estimating the fair value of each reporting unit. Changes in these estimates and assumptions could materially affect the determination of fair value of each reporting unit, which could trigger impairment. More conservative assumptions of the anticipated future benefits from these reporting units could result in impairment charges, which would decrease net income and result in lower asset values on our balance sheet. Conversely, less conservative assumptions could result in smaller or no impairment charges, higher net income and higher asset values. See Note 2(j) “Goodwill and indefinite-lived intangible assets” in the Consolidated Financial Statements for additional information.

Impairment of long-lived assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, we assess the recoverability of the long-lived assets by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition where the fair value is lower than the carrying value, measurement of an impairment loss is recognized in the statements of operations for the difference between the fair value, using the expected future discounted cash flows, and the carrying value of the assets. Determination of recoverability is based on estimates and changes in these estimates and assumptions could materially impact our financial position and results of operations. No impairment of long- lived assets was recognized for years ended December 31, 2007 and 2008 and the nine months ended September 30, 2009, respectively.

Share-based Compensation

We use a fair-value based method to account for share-based compensation. Accordingly, share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employees’ requisite service period. For options that were granted with performance conditions which vest subsequent to our initial public offering, share-based compensation expenses would be recognized upon the offering using the graded-vesting method. Share-based compensation for the remaining options granted with service conditions are recognized, net of a forfeiture rate, over the requisite service period of the award, which is the vesting term, based on the fair value of the award on the grant date. Total compensation cost in 2007 and 2008 was RMB43,549 and RMB730,453, respectively and was RMB535,504 and RMB1,257,174 for the nine months ended September 30, 2008 and September 30, 2009. We did not issue any share-based awards prior to 2007. Determining the value of our share-based compensation expense in future periods requires the input of highly subjective assumptions, including the expected life of the share-based payment awards, estimated forfeitures and the price volatility of the underlying shares. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share based compensation expense could be materially different in the future. For example, as of September 30, 2009, approximately US$0.6 million of total unrecognized compensation costs related to unvested share options, which were expected to be recognized over a weighted-average period of 2.0 years. In addition, upon the completion of our initial public offering, approximately US$1.5 million of share-based compensation costs were expected to be recognized over a period of one year.

Determining the fair value of options requires making complex and subjective judgments. In assessing the fair value of the options we have granted, we considered the following principal factors:

• The nature of our business and the contracts and agreements relating to our business;

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• The global economic outlook in general and the specific economic and competitive elements affecting our business;

• The nature and prospects of our industry in China;

• The growth of our operations; and

• Our business risks.

In determining the fair value of our ordinary shares on each grant date, we relied in part on a valuation report prepared by an independent valuer based on data we provided. The valuation report provided us with guidelines in determining the fair value, but the final determination as to the fair value of our share awards was made by our management. To determine the fair value of our ordinary shares, the three generally accepted approaches were considered: the cost, market and income approaches. While useful for certain purposes, the cost approach is generally not considered applicable to the valuation of companies which are a going concern, as it does not capture the future earning potential of the business. Given that our current stage of development is different from those of other publicly listed companies in the same industry, comparability of peer companies’ financial metrics and the relevance of the market approach were considered low. In view of the above, we considered the income approach to be the most appropriate method to derive the fair values of our ordinary shares.

For the income approach, we utilized a discounted cash flow, or DCF, analysis based on our management’s best estimates of projected cash flows as of each of the valuation dates. The projected cash flows include among other things, an analysis of projected revenue growth, gross margins, effective tax rates, capital expenditures and working capital requirements. The income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts. The assumptions used in deriving the fair value of our ordinary shares are consistent with our business plan. These assumptions include: no material changes in the existing political, legal, fiscal and economic conditions in China; our ability to recruit and retain competent management, key personnel and technical staff to support our ongoing operations; and no material deviation in industry trends and market conditions from economic forecasts. These assumptions are inherently uncertain and subjective. The discount rates reflect the risks management perceived as being associated with achieving the forecasts and were derived by using the Capital Asset Pricing Model, after taking into account systematic risks and company-specific risks. Using this method, we determined the appropriate discount rates to be 22.5%, 23.0%, 23.5%, 22.5%, 21.5%, 21.5%, and 21.5% as of July 16, 2007, December 17, 2007, February 21, 2008, August 11, 2008, February 2, 2009, July 20, 2009, and August 20, 2009, respectively.

We also applied discounts for lack of marketability or, DLOM, to our equity value to reflect the fact that there is no ready public market for our shares as we are a closely held private company. When determining the DLOM, the Black-Scholes option model was used. Under this method, the cost of a put option that could be used to hedge the price change before a privately held share can be sold, is considered as a basis to determine the appropriate discount factor for lack of marketability. Based on the analysis, DLOM of 23% was used for the valuation of our ordinary shares as of each of the option grant date in 2007, 2008, and DLOM of 23%, 17% and 19% was used for the valuation of our ordinary shares as of the option grant date on February 2, 2009, July 20, 2009 and August 20, 2009, respectively.

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Valuation Assumptions: The company estimated the fair value of stock options using Black-Scholes Option Pricing valuation model. The fair value of each option grant is estimated on the date of grant using the Black-Scholes Option Pricing valuation model with the following weighted-average assumptions:

	2007	2008	Nine months ended September 30, 2009
Expected volatility	43.90% - 48.30%	48.30% - 53.30%	70.50% - 75.40%
Risk-free interest rate	4.43% - 5.49%	3.27% - 4.13%	3.09% - 3.76%
Dividend yield	0.00%	0.00%	0.00%
Expected term (in years)	3.4 - 4.8	3.2 - 3.5	3.1 - 3.5
Weighted average fair value of options granted (US$)	0.11	0.09	0.32

Expected Term: Due to insufficient historical information, giving consideration to the contractual terms of the stock-based awards, we adopted the simplified method for estimating the expected term to represent the period that our stock-based awards are expected to be outstanding.

Expected Volatility: The fair value of share-based payments made through the year ended December 31, 2007 and 2008 and the nine months ended September 30, 2009 was valued using the Black-Scholes Option Pricing valuation method with a volatility factor based on the historical stock prices of comparable companies.

Expected Dividend: The Black-Scholes Option Pricing valuation model calls for a single expected dividend yield as an input. We have not declared or paid any cash dividends on its capital stock, and we do not anticipate any dividend payments on its ordinary shares in the foreseeable future.

Risk-Free Interest Rate: We base the risk-free interest rate used in the Black-Scholes Option Pricing valuation method on the implied yield currently available on China treasury bonds constant maturities with an approximate equivalent remaining term.

Estimated Pre-vesting Forfeitures: When estimating forfeitures, we consider both voluntary and company termination behavior.

The grant date, number of options granted, exercise price, fair value and intrinsic value of the options granted to date, giving effect, in each case to our 10-for-1 share split, are set forth below.

	Grant date	Number of options granted	Exercise price	Fair value of ordinary shares	Intrinsic Value
1	16 Jul 07	39,800,000	i) US$0.11 ii) US$0.13	i) US$0.11 ii) US$0.11	N/A N/A
2	17 Dec 07	5,500,000	US$0.13	US$0.13	N/A
3	20 Feb 08	1,700,000	US$0.12	US$0.12	N/A
4	11 Aug 08	3,000,000	US$0.08	US$0.08	N/A
5	2 Feb 09	200,000	US$0.13	US$0.13	N/A
6	20 July 09	700,000	US$0.32	US$0.32	N/A
7	20 Aug 09	2,500,000	US$0.33	US$0.33	N/A

Income Taxes

We currently have deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, all of which are available to reduce future taxes payable in our significant tax jurisdictions. The largest component of our deferred tax assets are operating loss carryforwards generated by our PRC subsidiaries due to their historical operating losses. In assessing whether such deferred tax assets can be

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realized in the future, we need to make judgments and estimates on the ability of each of our PRC subsidiaries to generate taxable income in future years. To the extent that we believe that it is more likely than not that some portion or the entire amount of deferred tax assets will not be realized, we established a valuation allowance to offset the deferred tax assets. As of December 31, 2007 and 2008, we recognized a total valuation allowance of RMB16.5 million and RMB46.8 million, respectively. As of September 30, 2009, a total valuation allowance of RMB27.5 million was recognized against deferred tax assets. If we subsequently determine that all or a portion of the carryforwards are more likely than not to be realized, the valuation allowance will be released, which will result in a tax benefit in our consolidated statements of operations.

Quantitative and Qualitative Disclosure About Market Risk

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest rates for our outstanding debt and the interest income generated by excess cash invested in liquid investments with original maturities of three months or less. We have not used any derivative financial instruments to manage our interest risk exposure. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates. An increase in interest rates, however, may raise the cost of any debt we incur in the future. In addition, our future interest income may be lower than expected due to changes in market interest rates. With respect to cash and cash equivalents as of December 31, 2008, a 10% decrease in interest rates would have decreased our interest income for the year then ended from RMB4.4 million to RMB4.0 million. In addition, with respect to cash and cash equivalents as of September 30, 2009, a 10% decrease in interest rates would have decreased our interest income for the nine months period then ended from RMB1.6 million to RMB1.4 million.

Foreign Exchange Risk

Substantially all of our revenues and most of our expenses are denominated in RMB. Our exposure to foreign exchange risk primarily relates to cash and cash equivalents denominated in U.S. dollars as a result of our past issuances of preferred shares through a private placement and proceeds from this offering. We do not believe that we currently have any significant direct foreign exchange risk and have not hedged exposures denominated in foreign currencies or any other derivative financial instruments. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the foreign exchange rate between U.S. dollars and RMB because the value of our business is effectively denominated in RMB, while the ADSs will be traded in U.S. dollars.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People’s Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an appreciation of approximately 18.3% of the RMB against the U.S. dollar from December 31, 2005 to December 31, 2008. There remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar. To the extent that we need to convert U.S. dollars we receive from this offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Assuming we were to convert the net proceeds received in this offering into the RMB, a 1.0% increase in the value of the RMB against the U.S. dollar would decrease the amount of the RMB we receive by RMB             million. Cash and cash equivalents of the Group include aggregate amounts of US$11.7 million, US$7.8 million and US$1.9 million as of December 31, 2007 and 2008 and September 30, 2009, respectively. A 1.0% increase in the value of the RMB against the U.S. dollar would decrease the amount of the RMB by RMB0.8 million, RMB0.5 million and RMB0.1 million as of December 31, 2007 and 2008 and September 30, 2009, respectively. We have U.S. dollar

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payables of US$9.6 million, US$10.7 million and US$9.6 million as of December 31, 2007 and 2008 and September 30, 2009, respectively. A 1.0% increase in the value of the RMB against the U.S. dollar would increase the payable amount by RMB0.3 million, RMB0.7 million and RMB0.7 million as of December 31, 2007 and 2008 and September 30, 2009, respectively. We have not used any forward contracts or currency borrowings to hedge our exposure to foreign currency exchange risk.

Recent Accounting Pronouncements

In June 2009, the FASB issued authoritative guidance to eliminate the exception to consolidate a qualifying special-purpose entity, change the approach to determining the primary beneficiary of a variable interest entity and require companies to more frequently re-assess whether they must consolidate variable interest entities. Under the new guidance, the primary beneficiary of a variable interest entity is identified qualitatively as the enterprise that has both (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. We will adopt this guidance at the beginning of our fiscal year 2010 and we do not expect the adoption of this guidance will have material impact on our consolidated financial statements.

In August 2009, the FASB issued guidance on Fair Value Measurements and Disclosures—Measuring Liabilities at Fair Value. The objective of the new guidance is to provide clarification for the fair value measurement of liabilities, specifically providing clarification that in circumstances in which a quoted price in an active market for an identical liability is not available, a reporting entity is required to measure fair value using certain prescribed techniques. Techniques highlighted include using 1) the quoted price of the identical liability when traded as an asset, 2) quoted prices for similar liabilities or similar liabilities when traded as assets, or 3) another valuation technique that is consistent with the principles of fair value measurements. The new guidance also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. Finally, the guidance clarifies that both a quoted price in an active market for the identical liability and the quoted price for the identical liability when traded as an asset in an active market when no adjustment to the quoted price of the asset are required are Level 1 fair value measurements. We will adopt this guidance at the beginning of its fiscal year 2010, and we do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In October 2009, the FASB issued an accounting standard update to revenue recognition relating to multiple-deliverable revenue arrangements. This update modifies the fair value requirements of existing accounting guidance by allowing the use of the “best estimate of selling price” in addition to vendor-specific objective evidence or VSOE, and third-party evidence or TPE, for determining the selling price of a deliverable. A vendor is now required to use its best estimate of the selling price when VSOE or TPE of the selling price cannot be determined. In addition, the residual method of allocating arrangement consideration is no longer permitted. This update requires expanded qualitative and quantitative disclosures and is effective for fiscal years beginning on or after June 15, 2010. These updates may be applied either prospectively from the beginning of the fiscal year for new or materially modified arrangements or retrospectively. We are currently evaluating the impact, if any, that the adoption of this update will have on our consolidated financial statements.

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OUR INDUSTRY

The Economy of the PRC

The PRC economy has grown significantly since the PRC government introduced economic reforms in the late 1970s. This growth has accelerated since China entered the World Trade Organization in 2001. The chart below shows the growth of China’s GDP from 2002 to 2008:

Source: CEIC Data Company, Ltd., or CEIC

Despite the recent financial crisis China’s real GDP growth in 2009 is expected to be not less than 8%. Major cities in China have grown rapidly in recent years, with GDP per capita in Beijing, Shanghai and Shenzhen considerably higher than the national average. The following table sets forth nominal GDP per capita for Beijing, Shanghai, Shenzhen and the national average from 2002 through 2008:

Nominal GDP per capita (in RMB)	2002	2003	2004	2005	2006	2007	2008	Compound Annual Growth Rate
Beijing	30,840	34,892	41,099	45,444	50,467	58,204	63,029	12.7	%
Shanghai	35,329	39,128	46,338	51,529	57,695	66,367	73,124	12.9	%
Shenzhen	46,388	54,545	59,271	60,801	69,450	79,645	89,814	11.6	%
National Average	9,398	10,542	12,336	14,053	16,165	19,524	22,698	15.8	%

Source: CEIC

PRC Real Estate Sector

Governmental Reforms in the Real Estate Sector

The PRC real estate sector remained part of a centrally planned economy until the late 1980s, when the Chinese government initiated reforms to transition real property ownership to a market-oriented system. A constitutional amendment instituted in 1988 allowed Chinese citizens to transfer long-term land use rights in China. This legislative amendment opened the real estate sector to private ownership of real properties and commenced the development of a private real estate market in China.

The PRC government promulgated rules in 1994 requiring companies to establish housing purchase benefit plans for their urban employees. Jointly funded by employers and employees, these plans provided substantial financial assistance to employees for home purchases. The PRC government ended its practice of

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allocating and exchanging housing units for its urban population in 1998. In 1999, to further stimulate the housing market, commercial banks began offering mortgage loans to individual property buyers and extended the maximum mortgage term to 30 years and the maximum financed portion of the purchase price of a property to 80%.

Key Drivers of the PRC Real Estate Sector

China’s economic growth, together with an increase in disposable incomes, a rise in urbanization levels, the emergence of a mortgage lending market and government housing reforms, have driven the expansion of China’s real estate market. Housing reforms continue to encourage private ownership of properties. The chart below sets forth urban disposable income per capita and the urbanization rate in China from 2002 through 2008:

Source: CEIC

Although China has experienced rapid growth in urban disposable incomes and urbanization rates in recent years, China still has substantial potential for growth compared to more developed countries. The chart below shows per capita disposable incomes and urbanization rates in China, Hong Kong and selected developed countries in 2008:

Source: CEIC; Euromonitor

Primary Residential Property Market in the PRC

The PRC primary residential property sector has grown significantly in recent years, with increased real estate investment, higher sales volumes and rising average sales prices. The growth of the primary residential

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property market has contributed to an increase in home inventory. The table below shows selected data for the primary residential property market in China from 2002 to 2008.

	2002	2003	2004	2005	2006	2007	2008	Compound Annual Growth Rate
Investment in residential property development (in billions of RMB)	523	678	884	1,086	1,364	1,801	2,208	27.1	%
GFA of primary residential properties sold (in millions of square meters)	237	298	397	496	554	701	559	15.4	%
Sales revenue from primary residential properties (in billions of RMB)	496	654	1,036	1,456	1,729	2,557	2,042	26.6	%
ASP of primary residential properties (RMB per square meter)	2,092	2,197	2,608	2,937	3,119	3,645	3,567	9.3	%

Source: CEIC

Secondary Residential Property Market in the PRC

The secondary residential property market has also grown significantly since the PRC government commenced reforming the real estate sector. Transaction volumes in secondary residential property markets generally grow in line with an increase in home stocks, as more properties are sold and the turnover rate for existing homes rises. The chart below sets forth the total residential property transaction volume in Beijing from 2003 through November 2009:

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Secondary residential property transaction volumes in Beijing and Shanghai have increased consistently since 2007, and have recently surpassed primary residential property transaction volumes in those cities. The charts below set forth secondary residential property transaction volumes, the ratio of secondary to primary residential market sales in Beijing and Shanghai from 2007 through November 2009:

Source: Beijing Housing Construction Technology Center

Source: Shanghai Jansen Media and Shanghai Youwin Real Estate Information Service

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The chart below shows the average selling price of secondary residential properties in Beijing and Shanghai from the beginning of 2008 through November 2009:

Source: China Index Academy

We believe the chart above demonstrates the resilience in pricing of the secondary residential property market, where, despite the global financial crisis and a downturn in the economy, secondary residential property pricing in Beijing and Shanghai has been relatively stable since 2008 through November 2009.

During 2008, transaction volumes in the PRC residential property market, both primary and secondary, weakened due to domestic monetary tightening and the global financial crisis. In 2009, the PRC government’s economic stimulus plans, together with improved sentiment in the residential property market, have contributed to a strong recovery in secondary residential property transaction volumes. Secondary residential property transaction volumes in Beijing and Shanghai increased 276% and 132%, respectively, in the eleven months ended November 30, 2009 compared to the same period in 2008.

Secondary residential property transaction volumes in Beijing and Shanghai have been relatively resilient and generally outperformed the growth rate of primary transaction volumes in recent years. The charts below set forth the rolling annual growth rates in primary and secondary residential property transaction volumes in Beijing and Shanghai from December 2008 to November 2009:

Source: Beijing Housing Construction Technology Center

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Source: Shanghai Jansen Media and Shanghai Youwin Real Estate Information Service

The PRC residential property markets, particularly in less developed areas, remain relatively nascent. Recent sales have consisted primarily of newly developed residential properties, with secondary residential property transactions representing a relatively small portion of total residential property sales. In contrast, in developed countries, secondary residential property transactions typically represent a majority of total residential property sales. The chart below illustrates the secondary to primary residential property transaction ratio in the United States and key cities in China for the first six months of 2009:

Source: National Association of Realtors; U.S. Census Bureau; CEIC; Beijing Housing Construction Technology Center; Shanghai Jansen Media and Shanghai Youwin Real Estate Information Service

The secondary to primary residential property transaction ratio for the first six months of 2009 was 1.94 times and 1.30 times for Shanghai and Beijing, respectively. According to CEIC, based on gross floor area, the secondary to primary residential property transaction ratio for the first six months of 2009 was 0.26 times in China. Because the secondary component of a residential property market typically grows as the market matures, transaction volumes in secondary residential property markets in China are expected to increase as the PRC economy develops, just as secondary markets grew in the United States and other developed regions as their economies matured. Secondary residential property markets in China are already more developed in the more economically prosperous cities such as Beijing, Shanghai and Shenzhen, whose economies have grown faster

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than those of other regions in China. As the economies of those cities and other regions of China continue to develop, secondary residential property markets are expected to grow throughout the country.

PRC Real Estate Services Sector

Emergence and Growth of Real Estate Services Companies in China

The real estate services industry in China has become increasingly specialized as it has grown in size and complexity. This industry includes primary brokerage services, secondary brokerage services, mortgage management services and leasing services.

Primary Residential Property Brokerage Services

Primary residential property brokerage services include the brokering of sales of new homes built by property developers and related services. In China, primary residential sales have been driven principally by economic development, which led to rapid urbanization and a resulting increase in land development and gentrification. The primary residential brokerage services market in China is highly competitive and fragmented, with market participants ranging from companies with a national presence to local companies handling projects on an ad hoc basis.

Secondary Residential Property Brokerage Services

Secondary residential property brokerage services include the brokering of existing home sales and leases and related services. The secondary residential property brokerage market in China emerged in 1998, as the central government introduced market-oriented policies to replace the state-planned system for urban housing. The PRC government promulgated the Provisions on the Administration of Urban Real Estate Services in 1996, as revised in 2001, which established the regulatory framework for the industry. As the primary real estate market has grown, China’s secondary real estate market has expanded significantly. As a result, the number of secondary real estate brokerages has increased dramatically in China’s more developed cities.

The PRC government did not heavily regulate the secondary real estate market during its early stages of development, when brokerages frequently engaged in activities such as misappropriation of funds and price arbitrage. In 2006, the Ministry of Construction and the People’s Bank of China jointly issued the Circular Concerning Strengthening the Management of Real Estate Brokerage Services and Regulating the Trading Settlement Capital Account, which introduced regulations that required escrow accounts for home purchases and prohibited price arbitrage.

In addition, local governmental authorities in charge of construction, land resources and other areas regulate the secondary residential property brokerage industry. As a result, regulations governing this sector typically vary across different regions. For example, the maximum commission rate that real estate brokers can charge in Beijing, Shanghai and Shenzhen is 2.8%, 2.0% and 3.0%, respectively, while the maximum commission rate set by the central government is 3.0%.

Since the establishment of the regulatory framework for secondary real estate brokerage services, the ratio of brokered to non-brokered secondary residential property transactions in China’s developed cities has increased significantly. According to the Beijing Housing Construction Technology Center and Shanghai Jansen Media Co., Ltd., in June 2009 the percentage of total secondary residential property transactions conducted through a brokerage was approximately 67.7% in Beijing and 85.2% in Shanghai. In comparison, according to China Index Academy, approximately 60% of secondary property transactions nationally were conducted through brokerages in June 2009, and this national percentage is expected to grow to 80% over the next few years.

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An important aspect of China’s secondary residential property brokerage services industry is the predominance of open listings. Under the open listing system, property listings can be marketed simultaneously by multiple agents. In contrast, property listings in certain other countries, such as the United States, are made on an exclusive basis, which means that they can only be marketed by an exclusive agent. This has led to the emergence of Multiple Listing Services in the United States, where members can pool listings into a centralized system to attract more buyers while maintaining their exclusive listings.

However, due to the predominance of the open listing system in China, brokerages rarely share listing information with their competitors. As a result, larger brokerages are typically more attractive to home buyers, home sellers and sales professionals. For example, home buyers are granted access to a larger listing database, which provides a greater opportunity to find quality homes at reasonable prices. Similarly, home sellers may receive better services from a larger pool of sales professionals, who compete with each other to find the best terms for their customers. Finally, sales professionals can take advantage of more extensive listing databases and better brand recognition and awareness. As a result, large-scale players in the real estate brokerage industry enjoy economies of scale and have a competitive advantage over their smaller counterparts. This ultimately reduces market fragmentation. For instance, Centaline Property Agency Limited and Midland Holdings Limited dominate the secondary residential property brokerage market in Hong Kong, which also operates on an open listing system.

The secondary residential property brokerage industry in China is currently highly fragmented and extremely competitive due to low barriers of entry for smaller players. As of July 2009, 173,560 property brokerage companies and 247,812 property agents were registered with the China National Institute of Real Estate Appraisers and Brokers, with a total of over one million property agents industry-wide. We believe that industry consolidation will become an increasingly prevalent trend, as brokerages with larger networks of stores, stronger brand names and higher standards of professional service increase their market share. The chart below shows China’s top ten secondary real estate brokerage networks in the first half of 2009, as ranked by the China Index Academy based on a number of factors, including the number of cities in which they operate and their total number of stores:

Ranking	Company	Number of Cities Entered	Number of  Sales Offices
1	Century 21	34	> 1,000
2	Centaline	23	539
3	5i5j	8	600
4	Home Link	3	450
5	Hopefluent	4	200
6	MyTopHome	9	200
7	E-House	4	113
8	Midland	7	350
9	Shi-hua Real Estate	2	108
10	Hanyu Property	1	80

Source: China Index Academy

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Mortgage Management Services

Mortgage management services include the provision of advisory, execution and similar services related to mortgage products. The residential mortgage sector in China has grown rapidly in recent years. The total amount of outstanding residential mortgages in China has increased significantly, from RMB825 billion as of December 31, 2002 to RMB2.98 trillion as of December 31, 2008, representing a compound annual growth rate of 23.9%. The chart below shows the amounts of outstanding residential mortgages in China from 2002 to 2008:

Source: CEIC

As the residential mortgage market increases in size and sophistication, specialized mortgage management agents are becoming important channels for commercial banks to distribute their real estate financing products. In addition, mortgage management services are becoming increasingly associated with secondary real estate brokerage companies with large distribution networks, strong brand names and professional service standards.

The PRC government has imposed stringent regulations on the residential mortgage sector, including a minimum down payment requirement of 20% for first mortgages, which increases for subsequent mortgages. Additionally, PRC commercial banks providing residential mortgages place strong emphasis on client investigation and risk control. As a result, the residential mortgage sector in China has a relatively low non-performing loan ratio. According to the China Banking Regulatory Commission, the non-performing loan ratio of residential mortgages in China was approximately 0.91% in 2008.

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OUR BUSINESS

Overview

We are a leading comprehensive real estate services provider with the largest network of real estate sales offices in China. We are the exclusive franchisor in China for the CENTURY 21^® brand, one of the world’s most recognized brands in the real estate industry. As of September 30, 2009, our CENTURY 21^® China network covered 34 major cities with more than 1,000 sales offices, employed approximately 14,900 sales professionals and staff and maintained approximately 4.7 million property listings. In the first half of 2009, based on transaction volume, we ranked among the top three market leaders in over 90% of the cities in which we operate and were the market leader in more than 30% of those cities. We primarily focus on China’s fast-growing and highly fragmented secondary real estate market, which we expect to outgrow the primary market, especially in more economically prosperous cities.

We operate under three different but closely related business lines: company-owned brokerage services, mortgage management services and franchise services. We have deployed a unique business model that has allowed us to rapidly scale our company-owned operations by leveraging the in-depth market knowledge and human capital developed from our franchise network.

We started our franchise services business in 2000 and have rapidly expanded our franchise network and our brand. Our franchise services business grants regional franchise rights for the CENTURY 21^® brand to regional sub-franchisors in China who, in turn, open their own sales offices or grant third parties the right to open sales offices within their region. We generate revenue from our franchise services by collecting initial franchise fees and ongoing service fees from these regional sub-franchisors. Our franchise network has provided us with valuable information to gauge market maturity and identify potential opportunities to establish and grow our company-owned brokerage services business. Until we launched our company-owned brokerage services business in 2006, we generated our net revenues solely from our franchise services business. We started our company-owned brokerage services business in Beijing and Shanghai in 2006 and in Shenzhen in 2008, and have quickly expanded our company-owned sales office network in these cities through organic growth and acquisitions of sales offices owned by third parties. As of September 30, 2009, we had approximately 280 company-owned sales offices, representing approximately 26.1% of our CENTURY 21^® China network. Our company-owned brokerage services business owns and operates regional sub-franchisors and sales offices in the CENTURY 21^® China network. We generate revenue from our company-owned brokerage services primarily through commissions earned from home buyers, sellers, lessors and lessees. In 2008 and the nine months ended September 30, 2009, our company-owned sales offices contributed approximately 75.4% and 91.9% respectively, of our total net revenues.

In 2008, we launched our independent mortgage management services in Beijing and Shanghai, providing services to customers both inside and outside our CENTURY 21^® China network. Our mortgage management services business provides mortgage advisory services to home buyers and home owners and interim guarantee services to commercial banks. We generate revenue from our mortgage management services primarily through commissions earned from commercial banks in consideration of our advisory services and interim guarantee services. Our mortgage management services business is well positioned to take advantage of referrals from our extensive network of company-owned sales offices. In the first nine months of 2009, a substantial majority of the transactions handled by our company-owned brokerage services in which mortgages were utilized made use of our mortgage management services. We have provided services for home mortgages with an aggregate loan amount of approximately RMB6.1 billion since we launched our mortgage management service business through September 30, 2009. Our contingent guarantee obligation associated with our interim guarantees as of September 30, 2009 was RMB829.3 million.

Our rapid growth is supported by our information systems and training programs. Our information systems provide real-time and in-depth management and sales information, support our network of sales offices,

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and drive our marketing efforts. We strongly believe in training members of our management team, who are generally required to complete quarterly training courses. Additionally, all of our sales professionals are required when they join us to complete training courses that we conduct in-house, and are also required to complete monthly refresher or new skills courses.

We have experienced substantial growth since we commenced operations in 2000. Our total net revenues increased from RMB38.4 million in 2006 to RMB273.4 million in 2008, representing a compound annual growth rate of 166.8%, and from RMB208.9 million in the nine months ended September 30, 2008 to RMB443.7 million in the same period in 2009, representing an increase of 112.4%. After incurring net losses of RMB72.8 million and RMB131.9 million for the years ended December 31, 2007 and 2008, respectively, we became profitable during the nine month period ended September 30, 2009 with a net income of RMB88.3 million (US$12.9 million). We have received numerous awards and recognitions for our service quality and business achievements, including the “Highly Appraised Franchisor Award” by the China Chain Store and Franchise Association in 2008 and 2009, “Prominent Real Estate Services Provider” by Sina.com in 2008, and “Most Reputable Real Estate Services Provider” by Sohu.com in 2009.

Our Strengths

We believe that the following strengths differentiate us from our competitors and have enabled us to capture a leading position in the rapidly growing real estate services industry in China:

We leverage one of the world’s most recognized real estate service brands to drive our leadership in China

With more than 130,000 sales professionals in approximately 8,500 sales offices worldwide, the CENTURY 21^® brand is one of the world’s most recognized real estate service brands. As the exclusive franchisor of the CENTURY 21^® brand in China, we benefit from our brand’s association with trust, professionalism, efficiency and quality of service.

We have successfully adapted this well-established global brand for the China market, leveraging our in-depth knowledge of the real estate market in China, decade-long track record and consistent service quality to create a leading real estate service network. In the first half of 2009, based on transaction volume, we ranked among the top three market leaders in over 90% of the cities in which we operate and were the market leader in more than 30% of those cities.

We believe a strong brand in our industry appeals to:

• customers, who trust our credibility, efficiency and service quality;

• franchisees, who are attracted to the customer recognition, systems and professionalism that our brand represents; and

• sales professionals, who are drawn to the long-term career prospects at our company and potential for growth.

We believe that the widespread appeal of our brand and our reputation as a market leader paves the way for sustained business expansion and will help solidify premium market position. We have gained recognition and acclaim in our industry, including the “Highly Appraised Franchisor Award” by China Chain Store and Franchise Association in 2008 and 2009, “Prominent Real Estate Services Provider” by Sina.com in 2008, and “Most Reputable Real Estate Services Provider” by Sohu.com in 2009.

We have a unique business model that allows us to rapidly scale our distribution network and expand our product and service offerings

With more than 1,000 sales offices across 34 cities and approximately 14,900 sales professionals and staff, we have the largest real estate brokerage network in China as a result of our unique business model. By

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franchising to reputable and capable regional sub-franchisors, we have outpaced our competitors in building our brand and network nationally with minimal capital investment. Our franchise network allows us to gather valuable market knowledge to gauge market maturity, build our human capital and identify potential acquisition opportunities to expand our company-owned sales offices. We encourage our regional sub-franchisors to grow their own sales offices within their franchise network and where possible invest directly in our sub-franchisors to help facilitate their growth.

We open or acquire company-owned sales offices in selected new markets when such markets mature. We believe these strategies allow us to rapidly scale our company-owned brokerage services business, lower investment risks, shorten payback periods and significantly improve investment returns. For example, for the first nine months of 2009, our company-owned sales offices in Beijing contributed an average of approximately RMB205,805 of net revenues per month, compared to our franchised sales offices in Beijing which contributed an average of approximately RMB5,263 of net revenues per month.

We believe our national distribution platform and strong brand will allow us to distribute more products and services through our network, which will further drive our net revenues and margin growth. For example, since we launched our mortgage management services business, we have provided services for home mortgages with an aggregate loan amount of approximately RMB6.1 billion up to September 30, 2009.

We are the leader in the faster growing and more sustainable secondary real estate brokerage market

We are the largest secondary property broker in China as ranked by China Index Academy based on the number of cities in which we compete, our sales office count, the number of sales professionals in our network and our transaction volume. The secondary real estate brokerage market in China has become more active in recent years as the market has matured, and we expect secondary sales and leasing volume to outgrow primary sales volume over the long term. This process is consistent with the development of more mature markets such as the United States and Hong Kong. We believe this trend has reached an inflection point in the more economically prosperous cities such as Beijing and Shanghai, where secondary to primary sales volume ratio was 1.30 times and 1.94 times, respectively for all residential property sales during the first six months of 2009, compared with the U.S. ratio of 13.15 times, and the Hong Kong ratio of 5.16 times. As a result, we are well positioned to benefit from the growth in the secondary sales and leasing market in these cities and other cities in China as they mature.

We utilize our nationwide network to maintain a growing database of property listings that draws new customers and provides opportunities for future growth

We actively maintain a large and growing property listing database. Over the last three years, the total number of listings under our franchise network has risen from approximately 1.0 million in August 2006 to approximately 4.7 million as of September 30, 2009. Since the establishment of our company-owned sales offices in Beijing and Shanghai in 2006, we have grown the number of listings in our company-owned sales offices in Beijing and Shanghai to over 1.7 million as of September 30, 2009, which represent approximately 36% of the 4.7 million existing secondary residential units that we have targeted for listing.

This extensive listing database represents an important asset to our business. The predominance of the open listing system in China means that a broker generally only has access to properties listed within his company’s own system. Thus, prospective buyers or tenants are attracted to our network because of the broad range of listings in our network, which in turn drives more home owners to list their properties on our network. In addition, we actively follow up on our listings with marketing efforts by our sales professionals to generate potential leads and transactions. We believe that we will be able to increase our market share and drive our future growth through our continuous efforts to update and expand our property listings database.

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We have developed world class, standardized information systems and training programs to support the scalability of our business model

Since 2000, we have developed and enhanced our proprietary information systems, which are centrally coordinated through our headquarters. We believe that these information systems are critical to allow us to maintain and manage our rapid growth across regions and product lines.

In order to ensure operational efficiency, performance and revenue contribution, we maintain the following systems:

• Sales Information System, which can be accessed by our sales professionals on a real-time basis and facilitates information sharing among our sales professionals efficiently. It also allows us to effectively monitor the activities of our sales professionals;

• Human Resource and Commission Information System, which monitors performance of our sales professionals and allows us to analyze their sales output. This also provides us with a transparent mechanism to determine compensation packages to motivate and retain our sales professionals and staff; and

• Training programs, which include off-line and online training programs. As with other companies in the sector, we have relatively high turnover among our sales professionals, and these programs allow us to continuously provide consistent, systematic and effective training to our new and existing sales professionals and staff.

In order to protect our brand, reputation and business model, we maintain the following risk management systems:

• A two-tiered franchise structure, whereby reputable regional sub-franchisors are granted regional franchise rights and remain responsible for supervising their respective regional businesses;

• A rigorous screening process to select prospective regional sub-franchisors;

• A proven legal structure to ensure that our sub-franchisors and franchisees strictly adheres to our franchise guidelines; and

• Supervisory systems to ensure quality of service and monitoring of sales professionals.

We believe these systems facilitate our growth by allowing us to replicate our systems across business lines and geographies. For example, we have successfully integrated the acquisition of new company-owned sales offices into our business by leveraging the adaptability of our systems, which are consistent among our company-owned sales offices and franchised sales offices.

We have an experienced and stable management team

We have an experienced and stable management team, led by our Chairman, Mr. Donald Zhang, and our Vice Chairman, Mr. Harry Lu, who co-founded the company in 2000. Mr. Zhang and Mr. Lu are US-educated Chinese entrepreneurs who have strategically set out our business model and have extensive experience in the development and operation of the CENTURY 21^® system. As industry leaders, they have played important roles in helping shape and improve the real estate services industry in China. For example, Mr. Lu is currently the Deputy General Secretary of China National Institute of Real Estate Appraisers and Brokers, the leading institution which sets the policies and standards of the real estate brokerage market in China.

Our senior management team consists of experts who have an in-depth understanding of China’s real estate service industry and substantial experience in the real estate brokerage, franchise and mortgage sectors in China. Most members of our core management team have participated in China’s real estate services industry

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since its inception and have been with us since our formation. We believe that the quality and depth of our management team have underpinned our success, allowed us to attract investments from top-tier investors such as Goldman Sachs Strategic Investments, and will drive our future growth and leadership in the China real estate services market.

Our Strategies

Our aim is to further strengthen our leadership as China’s largest real estate service provider, through the following strategies:

Strengthen our distribution network

We intend to further strengthen our distribution network through the following two-pronged strategy:

• Company-owned sales offices: We intend to increase the number of company-owned sales offices in our core markets of Beijing, Shanghai and Shenzhen. Additionally, we intend to expand into new markets once they reach certain levels of maturity and local conditions are favorable, by entering into joint venture arrangements with our existing or new regional sub-franchisors or acquiring third party sales offices. Subject to market conditions, we intend to have at least 500 company-owned sales offices by the end of 2010.

• Franchised sales offices: We intend to continue to leverage our franchise system to expand our network and brand name, and to help us identify new markets in which to build our company-owned brokerage services business. We intend to continue to partner with reputable and capable companies as our regional sub-franchisors to expand our national footprint.

Expand existing product lines

Through our independent mortgage management services business, we aim to build the leading real estate financial service business in China, to serve customers both inside and outside our CENTURY 21^® franchise network. Given the geographic scope of the secondary sales market (unlike the primary market, which is focused on specific buildings or developments), our distribution network is the “point-of-sale” and therefore the ideal place to introduce additional products and services to our customers, including insurance and financing products. In 2009, a substantial majority of the transactions utilizing mortgage services that are handled by our company-owned sales offices used our mortgage management services. We plan to extend our presence to other parts of China in line with the expansion of our company-owned brokerage services business.

We also intend to leverage our extensive distribution network to selectively expand our presence in the primary real estate sales market and the commercial real estate sales and leasing market to complement our leadership in the secondary real estate market. In particular, we have recently built new teams dedicated to the primary and commercial real estate sales markets. We will devote efforts to utilize these cross-selling opportunities across our internal business functions to produce additional revenue streams capitalizing on our existing customer network.

We also intend to utilize our comprehensive database of property listings and information developed through our business and market research efforts to create marketable products that can be sold to our customers.

Enhance brand awareness

We strive to continuously enhance the appeal of our brand to customers, franchisees and sales professionals through effective and systematic marketing campaigns, focusing on the mid- to high-end market. We will continue to utilize the National Advertising Fund to promote our CENTURY 21^® franchise networks

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and enhance brand awareness. In addition, we plan to further expand our marketing team and increase the scale and frequency of our marketing efforts.

We are also committed to utilizing the internet to expand our brand and to drive potential customers to our brokerage network. For the nine-month period ended September 30, 2009, our sales offices have generated significant traffic through our internet advertising efforts.

Furthermore, we plan to provide comprehensive and in-depth market information on a real time basis to premium customers, commercial banks and real estate developers. We believe our circulation of valuable information to these industry players will inspire further confidence in our professionalism and enhance our brand recognition.

Invest in human capital management

Human capital, including approximately 14,900 sales professionals and staff, constitutes our most important resource. Recruiting and retaining quality management, sales professionals and other staff is crucial to our continued expansion and success as a market leader in the real estate services industry.

We believe that the CENTURY 21^® brand, systems and business platform appeal to potential employees looking for long term career prospects. To attract and retain both management and sales professionals of high caliber, we plan to further improve our human resource systems for more accurate assessment of employee performance and enhance our compensation and incentive structure.

We intend to implement a wide variety of training programs, offered to the sales professionals and staff of both our company-owned sales offices and franchised sales offices, on real estate market knowledge, sales practices and techniques and in-house IT training. We plan to further devote efforts to increase the number and enhance the effectiveness of courses available through our training programs and E-learning system, an online training system developed and operated by our in-house human resources management team.

Our Nationwide Network

We operate the largest network of real estate sales offices in China under the CENTURY 21^® brand. As of September 30, 2009, our CENTURY 21^® China network covered 34 major cities with more than 1,000 sales offices, employed approximately 14,900 sales professionals and staff and maintained approximately 4.7 million property listings.

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The map below shows the cities covered by CENTURY 21^® franchise network as of September 30, 2009:

The table below sets forth a summary of the number of sales offices, sales professionals and staff and property listings in our CENTURY 21^® franchise network, as of September 30, 2009:

	Sales Offices	Sales Professionals and Staff	Property Listings
Beijing	183	2,897	1,073,210
Shanghai	158	2,568	1,058,125
Hangzhou	82	1,238	328,923
Chengdu	66	738	216,698
Jinan	59	680	282,554
Wuhan	60	681	220,666
Shenzhen	27	370	302,459
Others	439	5,737	1,215,262
Total	1,074	14,909	4,697,897

Our Services

We operate under three different but closely related business lines: company-owned brokerage services, mortgage management services and franchise services. We have deployed a unique business model that has allowed us to rapidly scale our company-owned operations by leveraging the in-depth market knowledge and human capital developed from our franchise network.

Company-owned Brokerage Services

As of September 30, 2009, we directly own 280 CENTURY 21^® sales offices strategically located in Beijing, Shanghai and Shenzhen, cities in China with among the highest number of secondary market real estate transactions per year. We primarily focus on China’s fast-growing and highly fragmented secondary real estate market, which we expect to outgrow the primary market, especially in more economically prosperous cities. As of September 30, 2009, we had 4,399 sales professionals and staff in our company-owned sales offices. In 2008

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and the nine months ended September 30, 2009, such offices were involved in 6,312 and 12,976 sale and purchase transactions and net revenues from our company-owned brokerage services business represented approximately 75.4% and 91.9% of our total net revenues, respectively.

The table below sets forth the number of our company-owned sales offices and sales professionals and staff in each city as of September 30, 2009:

	Company- owned Sales Offices	Sales Professionals and Staff
Beijing	129	2,091
Shanghai	124	1,938
Shenzhen	27	370
Total	280	4,399

Historically, we have developed our company-owned brokerage services business through organic growth and acquisitions of sales offices owned by third parties. We established Beijing Anxin, the operator of our company-owned sales offices in Beijing, in 2006. In Shanghai and Shenzhen, we acquired the sales offices operated by two pre-existing local players with sufficient local expertise in 2006 and 2008, respectively. After such acquisitions, we started to develop our company-owned brokerage services business locally with the assistance of the local management team.

Through our company-owned brokerage services business, we participate in sales and leasing transactions primarily with respect to middle to high grade residential properties in the secondary real estate market. Our services include property listing, advisory services and transaction negotiation and documentation. When we assist the seller in a real estate transaction, our sales professionals assist the seller in pricing the property and preparing it for sale, advertise the property (including on websites), introduce and promote the property to prospective buyers, and assist the seller in sale negotiations.

When we assist the buyer in a real estate transaction, our sales professionals generally help the buyer locate specific properties that meet the buyer’s personal and financial specifications, show properties to the buyer, assist the buyer in negotiating transaction terms and executing the transaction. We also promote our mortgage management services to our customers to provide the increased convenience of one-stop real estate brokerage services. We also participate in real estate sales and leasing transactions with respect to properties in the primary and commercial real estate markets.

We operate our company-owned brokerage services business under the CENTURY 21^® franchise network. Each of our company-owned sales offices enters into a franchise agreement with one of our two wholly owned regional sub-franchisors. Under this arrangement, our company-owned sales offices are required to pay intra-group royalties to our regional sub-franchisors, who in turn, pay royalties to us. See “— Our Services — Franchise Services” for more information on our CENTURY 21^® franchise network and operations.

Mortgage Management Services

We began operating our independent mortgage management services as a separate segment in 2008 in Beijing and Shanghai, under the independent brand of Kaisheng. Our mortgage management services include comprehensive advisory services in connection with the selection and procurement of mortgage products offered by commercial banks. Our experienced mortgage consultants promote and introduce various mortgage products, and advise home buyers or home owners in the selection of the appropriate mortgage product based on each mortgagor’s individual needs. We also have a call center in Shanghai to promote our mortgage management services business directly to our customers.

As an important aspect of the one-stop real estate brokerage services available within the CENTURY 21^® franchise network, our mortgage management services can be accessed at our closing centers,

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providing a convenient, one-stop option to home buyers and home owners as well as a prime platform for commercial banks to offer their products and services. In 2009, a substantial majority of the transactions utilizing mortgage services that are handled by our company-owned sales offices made use of our mortgage management services. We also provide mortgage management services to customers outside of our CENTURY 21^® China network.

For our mortgage management services, we primarily generate commissions from the commercial banks whose mortgage products we promote. As of September 30, 2009 we had established advisory relationships with 11 commercial banks, such as Bank of China and Industrial and Commercial Bank of China. In some cases, we provide mortgage management services to property owners who need mortgages on their existing properties to obtain consumer loans for acquisition of additional properties and charge commissions based on our services. We provided services for home mortgages with an aggregate loan amount of approximately RMB1.9 billion and RMB4.2 billion in 2008 and the nine months ended September 30, 2009, respectively. Based on the aggregate loan amount of home mortgages in the secondary real estate market for 2008 as published by the People’s Bank of China, we provided mortgage management services for 5.6% and 2.1% of the home mortgages in Beijing and Shanghai, respectively.

As is customary in the mortgage management industry in Beijing, we provide interim guarantees to commercial banks in respect of the mortgage loans they extend to property buyers. An interim guarantee covers the period beginning when the bank disburses the mortgage loan to the property buyer and ending when the mortgage registration certificate is issued to the bank by the applicable property registry, which typically takes one to six months.

If a bank fails to obtain the mortgage registration certificate or the property buyer defaults on his payment obligations during the term of an interim guarantee, we may be required to pay the amount of the delinquent mortgage payments or any measurable loss suffered by the bank exceeding the payment already made by the buyer and the amount recoverable from the property.

Under the PRC rules, the maximum financed portion of the purchase price of a property is 80%, which helps reduce our risk exposure. To further mitigate our risk exposure, we usually:

• conduct certain background and credit checks on property buyers and reject less credit-worthy mortgage applications;

• assist in applying for buyers’ title documents, and issue a guarantee in a transaction only after a notice specifying the proposed date for collecting the title document has been issued by the applicable property registry; and

• actively participate in the process of banks’ applying for mortgage registration certificates.

As of December 31, 2007 and 2008 and September 30, 2009, the contingent guarantee obligations of our company with respect to the provision of interim guarantee was RMB143.9 million, RMB227.8 million and RMB829.3 million, respectively. As of September 30, 2009, we had not been required to pay any amounts with respect to our interim guarantee services since we commenced this business.

Franchise Services

Our franchise network consists of three levels of franchise rights. First, through IFM Co., our wholly owned subsidiary, we are the exclusive franchisor for the CENTURY 21^® brand in China. IFM Co. in-turn grants the right to franchise the CENTURY 21^® brand within specific geographical regions to sub-franchisors whom we refer to as regional sub-franchisors. The geographical scope of a regional sub-franchisor is generally limited to a particular city, although a few have rights to multiple cities. We own certain of the regional sub-franchisors.

The regional sub-franchisors then either open their own sales offices or grant to independent operators the right to open sales offices within the sub-franchisor’s region. The sales offices owned by us are referred to as

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company-owned sales offices while those owned by third parties are referred to as franchised sales offices or franchisees. As part of our strategy of expanding our network and CENTURY 21^® brand recognition, in addition to owning and operating our company-owned sales offices, we seek to increase the number of franchisees.

As of September 30, 2009, we had 28 regional sub-franchisors with established franchise networks in 34 cities in China with a total of 794 franchised sales offices employing approximately 10,500 sales professionals and staff. The table below sets forth the number of the franchised sales offices in our CENTURY 21^® franchise network, as of September 30, 2009:

	Franchise Sales Offices	Sales Professionals and Staff
Hangzhou	82	1,238
Chengdu	66	738
Jinan	59	680
Beijing*	54	806
Wuhan	60	681
Zhengzhou	59	825
Tianjin	43	616
Qingdao	44	485
Shijiazhuang	37	737
Shanghai*	34	630
Kunming	19	226
Shenyang	24	371
Others*	213	2,477
Total	794	10,510

* We wholly own the regional sub-franchisors for Beijing, Shanghai and Shenzhen. We also own 10%, 15% and 10% of the equity of regional sub-franchisors in Xiamen Shijitonghe Real Estate Consultant Co. Ltd, or Xiamen, Shandong Jinan Sanlian Real Estate Brokerage Co., Ltd., or Shandong, and Shaanxi Lide Industry Investments Co. Ltd, or Xian.

We are the largest real estate brokerage franchisor in China based on the number of sales offices operating under the CENTURY 21^® brand, and the only real estate franchisor with a national footprint.

Pursuant to the franchise agreements we entered into with the entities in our CENTURY 21^® franchise network, we primarily generate revenue from our franchise services business in two ways. First, each regional sub-franchisor pays us an initial sub-franchising fee in consideration of entering into the regional sub-franchise agreement. Second, each regional sub-franchisor pays us ongoing service fees based on its revenue from the sales offices within its respective region, subject to minimum service fee requirements. The regional sub-franchisors generate revenue through an initial franchise fee and ongoing service fees from each sales office established in their regional network.

In addition to generating revenue from our regional sub-franchisors, we leverage the geographic breadth and local market expertise of our CENTURY 21^® franchise network to increase our brand recognition and market share as well as to accumulate market information and local expertise in the geographic regions where we see the business potential for future expansion of our company-owned brokerage services.

Our Franchising Process and Franchise Services

Our franchising process involves conducting market surveys and identifying target regions or locations, identifying potential regional sub-franchisors, and negotiating and signing franchise agreements. Since 2000, we have become more efficient in developing our CENTURY 21^® franchise network. Based on our research and analysis of the real estate market in China, we believe that approximately 100 cities in China meet our criteria to develop our CENTURY 21^® franchise network.

The selection of regional sub-franchisors in target regions is of critical importance to the development of the CENTURY 21^® franchise network. We identify suitable partners in regions where we plan to develop a

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franchise network. An evaluation committee consisting of key members of our senior management team is in charge of reviewing and selecting regional sub-franchisors in new regions. Major criteria for the evaluation process include reputation, financial strength, commitment and industry vision, demonstrated industry and local expertise as well as internal control capability.

After our regional sub-franchisor enters into our network, we start to provide our franchise services, which primarily include the license to use or sub-franchise CENTURY 21^® brand and system, training services, and the right to participate in and benefit from the marketing campaigns using NAF as well as information technology and back office support.

As part of our ongoing monitoring and supervision of a regional sub-franchisor’s performance, we generally require our regional sub-franchisor to (1) comply with a uniform franchise policy and procedure adopted for the region, (2) use our standardized franchise agreement with the franchisees within the region, (3) meet certain performance criteria, including the development of a certain number of franchised sales offices, (4) abstain from engaging in any other real estate brokerage business similar to ours or investing in any franchised sales offices, or other real estate brokerage, consulting or valuation businesses, unless otherwise agreed by us and (5) obtain our consent prior to any transfer of more than 5% of its equity interest. We also have the right to terminate the regional sub-franchise agreement in the event that the regional sub-franchisor materially breaches its obligations under the agreement.

Our Information Systems

We supervise and manage our operations and provide information and back-office support to our franchise network through our proprietary information systems, which primarily include Sales Information System, or SIS and Human Resource and Commission Information System, or HCIS. We maintain certain backup and disaster recovery systems for critical functions of our SIS and HCIS. Our in-house information technology team, with the support from third party outsourcing firms, have developed, maintained and regularly upgraded our information systems, including the following:

• Sales Information System. Embedded with comprehensive information collection, categorization, storage, processing and analysis modules, our SIS is our core back-office platform to provide day-to-day informational and operational support to our franchise network. Our SIS provides listing and customer information management as well as sales office and network management support:

¡ Listing and customer information. Listing and customer information is uploaded or updated to our SIS on a real-time basis through terminals available to individual sales professionals in our franchise network, whether through our company-owned brokerage sales offices or franchised sales offices. Information updating is one of the key functions performed by the sales professionals in our franchise network. The management team of each sales office actively reviews the accuracy of the listing information, and supervises the sales professionals in obtaining updates in connection with individual listings in our SIS on a real-time basis. As such, when providing services to customers, the sales professionals are able to use the information exchange and analytical modules to retrieve the most up-to-date information available at their respective levels of information access authority. As of September 30, 2009, we had approximately 4.7 million property listings in our system. We encourage information sharing and cooperation among sales offices or sales professionals. As a result, for the nine months ended September 30, 2009, a substantial majority of successful brokerage transactions completed by our company-owned sales offices in Beijing and Shanghai involved more than one sales professional.

¡ Management support. Our SIS is also designed to allow our management teams to supervise and manage our operations. The comprehensive analytical tools and multi-

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dimensional supervising modules available in our SIS have become an important part of our strategic decision-making process. As financial and operational data and reports are periodically prepared and presented on a real-time basis, we can swiftly capture significant market and operational trends, or any abnormal occurrence. Our SIS also provides information security supervision services.

Our SIS is designed to allow flexibility with respect to database structure, analytical functions, information points and information access authority, and to enhance adaptability for specific geographic regions to accommodate local customs. Listing and customer information are shared at different levels of access authority based on the specific needs of individual sales offices. Given the different ownership structure of the sales offices in our franchise network, various information sharing structures and access authorities are available to our sales offices.

• Human Resource and Commission Information System. Our HCIS is our core human resource and commission management platform. It monitors performance and manages sales professional commissions, a key component of the compensation structure for our sales professionals based on individual performance. Through information exchange with our SIS, our HCIS allows us to accurately track the performance of each sales professional and credit commissions based on information relating to such sales professional’s performance and contribution in particular brokerage transactions. Apart from commission management, our HCIS provides services relating to human resources, such as employee management, organization structure and transaction tracing.

Marketing and Brand Promotion

Marketing and brand promotion is an important part of building our CENTURY 21^® franchise network in China. We primarily finance our marketing campaigns and activities for brand promotion through our NAF to which all regional sub-franchisors and franchisees within the CENTURY 21^® franchise network in China make monthly contributions. The contributions made to our NAF, net of amounts retained for regional promotion as discussed below, amounted to RMB7.1 million, RMB10.6 million and RMB5.5 million in 2007 and 2008 and the nine months ended September 30, 2009, respectively. Our marketing committee, which consists of key management members in charge of marketing from each of our regional franchise networks, is responsible for directing and supervising the use of the fund. We receive a 15% management fee for our administration of the fund. To promote the CENTURY 21^® brand in regional markets, each regional sub-franchisor retains 30% of its annual contribution to maintain an advertising fund for brand promotion in the local market. We have the policy to apply all contributions to our NAF each year to the marketing campaigns and activities for brand promotion during the relevant year. For major marketing campaigns we hire external marketing professionals to assist our in-house marketing team.

We have adopted an integrated approach to promote the CENTURY 21^® brand:

• Internet, newspapers and publications. We have advertising cooperation arrangements with many Chinese national and regional consumer media outlets, including major newspapers, publications such as China Real Estate Business and Sanlian Life Week Magazine and major internet real estate portals such as SouFun.com.

• Conferences and exhibitions. We organize an annual CENTURY 21^® China Convention, during which we invite all of the sales professionals in the CENTURY 21^® China network as well as major market players in the real estate industry. During the convention, we present awards to top-performing sales professionals in recognition of their achievements during the year. We also actively participate in other real estate conferences, exhibitions and trade shows.

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• Airplane advertising. We promote the CENTURY 21^® brand through our in-flight videos on Air China and Shanghai Airlines.

In addition to our brand building efforts, each sales office may choose to spend certain amounts on marketing property listings through the internet. Through our cooperation arrangement with major internet real estate portals such as SouFun.com, each sales office may promote property listings to advance potential customers’ direct access to such listings and responsible sales professionals. Our sales offices have generated significant traffic through our internet advertising efforts.

Competition

Company-owned Brokerage Services. The real estate brokerage industry is highly competitive in China, particularly in the metropolitan areas in which our company-owned brokerage services businesses operate, such as Beijing, Shanghai and Shenzhen. In addition, the industry has low capital commitment requirements for small operations, lowering the barriers to entry for new participants, especially participants pursuing alternative methods of marketing real estate, such as internet-based listing services. However, significant capital commitments would be required to compete on a regional or national basis. Companies compete for brokerage business primarily on the basis of the services offered, reputation and brand recognition, personal contacts, local expertise and brokerage commission rates. We primarily compete with Centaline (China) Property Consultants Limited in the Beijing, Shanghai and Shenzhen markets for secondary market real estate brokerage business, and to a lesser extent, E-house (China) Holdings Limited in these cities for primary real estate brokerage business. We also compete with regional competitors in each of the regions where we own and operate sales offices.

Mortgage Management Services. Our mortgage management services business covers both the Beijing and Shanghai regions in contrast to our competitors who typically cover a single region. We compete with in-house mortgage management teams of our competitors in the brokerage businesses and in some regions specific competitors including Beijing Houze Investment and Guarantee Company Limited in Beijing and Shanghai Haoyonghang Investment Management Company Limited in Shanghai.

Franchise Services. We compete primarily with regional and local real estate brokerage brand franchisors. In addition, other international real estate brand franchisors, such as Coldwell Banker, have entered or plan to enter into the China market. A real estate broker may choose to affiliate with a regional chain or choose not to affiliate with a franchisor but to remain independent. We believe that competition for the sale of franchises in the real estate brokerage industry is based principally upon the perceived value and quality of the brand, the types of services offered to franchisees, the availability of financing, and the fees the franchisees must pay.

The ability of our real estate brokerage franchisees to compete is important to our prospects for growth. The ability of an individual franchisee to compete may be affected by the quality of its sales professionals, the location of its office, the services provided to its sales professionals, the number of competing offices in the vicinity, its affiliation with a recognized brand name, community reputation, brokerage commission rate and other factors. A franchisee’s success may also be affected by general, regional and its local economic conditions.

Employees and Training

We recruit sales professionals for our company-owned sales offices based on their education, qualification, experience and personality. We recruit on an as-needed basis. Most new recruits undergo a probation period before they are formally hired. We had 842, 4,462, 2,990 and 4,654 employees as of

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December 31, 2006, 2007 and 2008 and September 30, 2009, respectively. The following table sets forth the number of our full-time employees by area of responsibility as of the dates indicated:

	As of December 31,			As of September 30,
	2006	2007	2008	2009
Company management	14	27	42	46
Sales professionals	595	3,707	2,318	3,770
Other employees	233	728	630	838
Total	842	4,462	2,990	4,654

We review the performance of our sales professionals on a periodic basis. We also have our own accreditation system for experienced sales professionals, including those sales professionals at our franchisees. We pay our sales professionals and managers a combination of salaries and sales commissions and pay salaries to all other employees. All our sales professionals and staff are entitled to welfare and benefits as required under PRC laws.

We maintain a comprehensive training system that combines our training programs and our E-learning system, an online learning system developed and operated by our in-house training team. Our training programs and E-learning system are available not only to the sales professionals and staff in our company-owned sales offices, but also to sales professionals and staff in all the sales offices in our CENTURY 21^® franchise network. The courses in our training system include those developed in-house as well as the training courses provided by Realogy. Our training courses cover topics including new-hire training, ethics, brokerage business, sales techniques, information technology, management skills and finance and legal training.

• Training programs. Through various training programs we sponsor, we have an aggregate of 52 courses in the forms of orientation, lecture, seminar or workshop for newly-recruited and experienced sales professionals. We also have 26 management courses for management teams of entities in our CENTURY 21^® franchise network to improve and strengthen their management skills. As of September 30, 2009, we had 405 tutors providing training events in all regions where we have sales offices.

• E-learning system. We started to promote our E-learning online training system in 2008, which currently offers 117 different online courses to sales professionals and staff both in our company-owned sales offices and franchisees. Our E-learning training system provides courses, examinations, analytical and review toolkits and learning forums to our sales professionals and staff. Additionally, regional franchise networks are able to develop their own training courses through the E-learning system.

Intellectual Property

The CENTURY 21^® brand name, including related intellectual property, which we are authorized to use under our master sub-franchise agreement with Realogy, contributes to our competitive advantage in the real estate services market. We also rely on our Sales Information System and Human Resource and Commission Information System, each of which is copyright protected, and our training system that combines our training programs and our E-learning system to manage our business operations. See “—Our Information Systems” and “—Employees and Training.” Since commencement of our operations, our company-owned brokerage and franchise services businesses have significantly relied on the CENTURY 21^® brand name, our proprietary information systems and our training system. To protect our intellectual property, we rely on a combination of trade secrets and copyright laws in China as well as imposing procedural and contractual confidentiality and invention assignment obligations on our sales professionals and staff, contractors and others. The built-in security functions and access authorization mechanisms in our franchise systems also help protect our confidential information.

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We offer our mortgage management services under the trade name of Kaisheng in Beijing and Shanghai. We are in the process of registering our trademark for our mortgage management services in China.

Facilities

Our headquarters are located in Beijing, China, where we lease approximately 1,700 square meters of corporate office space. As of September 30, 2009, our company-owned sales offices in Beijing, Shanghai and Shenzhen occupied an aggregate of approximately 30,000 square meters of leased space. We consider our corporate office space adequate for our current operations, and we expect that we are able to find new office spaces at reasonable rental rates if we open new company-owned sales offices.

Compliance and Legal Proceedings

Our operations in China are regulated by the Ministry of Commerce, the State Administration of Foreign Exchange, the Ministry of Housing and Urban-Rural Development, the Ministry of Land and Resources, the State Administration for Industry and Commerce and their respective local counterparts. See “Regulations” for further details on the regulations promulgated by such bodies. Historically, we have not incurred any material costs in complying with these regulations.

We are subject to various legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We have occasionally, and in each case, successfully, resorted to litigation against certain of our regional sub-franchisors with whom we have terminated our sub-franchise relationship for the sub-franchisor’s material breach of the regional sub-franchise agreement. In addition, we have successfully litigated against third parties who have infringed the CENTURY 21^® trademark. We are not currently a party to, nor are we aware of, any legal proceeding, investigation or claim which, in the opinion of our management, is likely to have a material and adverse effect on our business, financial condition or results of operations.

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OUR CORPORATE HISTORY AND STRUCTURE

We became the exclusive franchisor of the CENTURY 21^® brand in China on March 22, 2000 through IFM Company Limited, or IFM Co., a Cayman Islands company controlled by one of our founders, Mr. Donald Zhang. See “Our Relationship with Realogy and Related Party Transactions.” Since then, we have worked to build the CENTURY 21^® brand and our franchise network of CENTURY 21^® sales offices in China.

We underwent a reorganization and introduced Goldman Sachs Strategic Investments (Asia) L.L.C., or Goldman Sachs Strategic Investments, as an investor to develop our company-owned brokerage services business in 2006. In connection with the reorganization, we incorporated IFM Investments Limited, our company in the Cayman Islands on November 30, 2005 to be the holding company of our various subsidiaries, including IFM Co. In consideration for the contribution of all issued and outstanding shares of IFM Co., our founders received all of the issued and outstanding shares of our company. On August 24, 2006, which is the effective date of our reorganization, after giving effect to our 10-for-1 share split effected January 4, 2010, we issued 200,000,000 Series A preferred shares to Goldman Sachs Strategic Investments for US$22.0 million. After this investment, we began to develop our company-owned brokerage services business. In October 2006, we incorporated Beijing Anxin to develop our company-owned sales offices in Beijing. In the same month, we also acquired 14 sales offices from a third party in Shanghai through Shanghai Ruifeng to develop our company-owned brokerage services business in Shanghai. In 2008, we began managing our mortgage management services in Beijing and Shanghai as a separate segment.

On October 19, 2007, after giving effect to our 10-for-1 share split effected January 4, 2010, we issued 105,253,600 Series B preferred shares to GL Asia Mauritius II Cayman Limited, for US$40.0 million. On February 21, 2008, after giving effect to our 10-for-1 share split effected January 4, 2010, we issued 6,113,670 Series B preferred shares to Realogy, for approximately US$2.3 million.

As part of our reorganization, Xinye, a PRC wholly-owned foreign enterprise controlled by our founders, Mr. Donald Zhang and Mr. Harry Lu, agreed to transfer its 51% equity interests in IFM SH, 11.15% equity interests in IFM Beijing, 10% equity interests in Xiamen, 15% equity invest in Shandong and 10% equity interests in Xian, to us. Xinye completed its transfer of the Shandong interests to us on December 4, 2006, the IFM SH interests on December 4, 2008, the IFM Beijing interests on August 12, 2008, the Xiamen interests on December 26, 2008 and the Xian interests on February 9, 2009.

On January 4, 2010, we effected a share split whereby all of our issued and outstanding 26,000,000 ordinary shares of par value US$0.01 per share, 20,000,000 Series A preferred shares of par value US$0.01 per share and 11,136,727 Series B preferred shares of par value US$0.01 per share were divided into 260,000,000 ordinary shares of US$0.001 par value per share, 200,000,000 Series A preferred shares of par value US$0.001 per share and 111,367,270 Series B preferred shares of par value US$0.001 per share, respectively, and the number of our authorized shares was increased from 101,374,676 to 1,013,746,760.

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The following diagram illustrates our anticipated shareholding and corporate structure with our principal subsidiaries immediately following this offering⁽¹⁾:

(1) Represents beneficial ownership of our Class A and Class B ordinary shares as used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Immediately prior to this offering, IFM Overseas Partners, Goldman Sachs Strategic Investments, GL Asia Mauritius II, Realogy and certain of our employees, other than Mr. Donald Zhang and Mr. Harry Lu, as a result of grants under our stock incentive plan (noted collectively on the above diagram as “Employees”) each beneficially owned 52.1%, 28.4%, 18.4%, 1.1% and 1.1%, respectively, of our ordinary shares.

(2) Consists of              Class A ordinary shares and              Class B ordinary shares, which have substantially the same rights as Class A ordinary shares except that they are not entitled to vote as further described in “Description of Shares Capital—Classes of shares.”

Our Principal Subsidiaries

Company-owned brokerage services

We operate our company-owned brokerage services business through the following subsidiaries:

¡ Beijing Anxin, incorporated on October 19, 2006, is the subsidiary established to own and operate our company-owned sales offices in Beijing.

¡ Shanghai Ruifeng, incorporated on September 28, 2006, is the subsidiary established to own and operate our company-owned sales offices in Shanghai. We acquired 14 sales offices from a third party in Shanghai through Shanghai Ruifeng to develop our company-owned brokerage services business in Shanghai in October 2006.

¡ Shenzhen CIR, incorporated on September 15, 2005, is the subsidiary that owns and operates our company-owned sales offices in Shenzhen. We acquired Shenzhen CIR from a third party to develop our company-owned brokerage services business in Shenzhen in July 2008.

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Franchise services

We operate our franchise services business through the following subsidiaries:

¡ IFM Co., incorporated on October 4, 1999, holds the exclusive franchise rights for the CENTURY 21^® brand in China.

¡ IFM Beijing, incorporated on March 1, 2000, is the exclusive agent of IFM Co. to sub-franchise the CENTURY 21^® network in China in its own name on behalf of IFM Co.

¡ IFM BJ Broker, incorporated on May 27, 2008, is our regional sub-franchisor in Beijing.

¡ IFM SH, incorporated on September 29, 2002, is our regional sub-franchisor in Shanghai and Shenzhen.

Mortgage management services

We operate our mortgage management services business through the following subsidiaries:

¡ MMC BJ, incorporated on August 13, 2007, was established to own and operate our mortgage management services in Beijing.

¡ MMC SH, incorporated on April 8, 2008, was established to own and operate our mortgage management services in Shanghai.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth our current directors, director appointees and executive officers, their ages as of the date of this prospectus and the positions held by them. The business address for each of our directors, director appointees and executive officers, is 26/A, East Wing, Hanwei Plaza, No.7 Guanghua Road, Chaoyang District, Beijing 100004, People’s Republic of China.

Name	Age	Position
Donald Zhang	55	Chairman, Chief Executive Officer
Harry Lu	42	Vice Chairman, President
Kevin Cheng Wei	42	Director and Chief Financial Officer
Kevin Yung	35	Director Appointee and Executive Vice President (1)
Weiping Zhang	55	Director and Vice President
Jennifer Tang	42	Director
Qiang Chai	48	Independent Director
Liang Pei	41	Independent Director
Conor Chiahung Yang	46	Independent Director Appointee (1)
Lihong Ma	37	Legal & HR Vice President
Hao Wang	38	Vice President & General Manager of Franchise Services Business Unit
Qifeng Tan	31	Deputy General Manager of Company-owned Brokerage Services Business Unit
Sheng Kang	35	General Manager of Beijing Kaishengjinglue Guarantee Co. Limited
Wang Yui Fung	40	General Manager of Beijing Anxin
Hau Piu Ip	35	General Manager of Shanghai Ruifeng

(1) Messrs. Kevin Yung and Conor Chiahung Yang have accepted our appointment to be the directors of our company, effective upon the completion of this offering.

Mr. Donald Zhang is one of our co-founders. In addition to founding our company, Mr. Zhang has served as our director and chairman since 2000 and our chief executive officer since 2009. Prior to assuming his role with our company, Mr. Zhang founded Maxpro International Enterprises, Inc. and has served as its chairman and chief executive officer since it was founded in 1992. Maxpro is an import and export and real estate investments company. From 1982 to 1986, Mr. Zhang served as an assistant manager in the procurement department of China National Offshore Oil Corporation. Mr. Zhang received his bachelor’s degree from the University of International Business and Economics in Beijing and a master’s degree in International Trade from Webster University in Missouri. Mr. Zhang is a brother-in-law of Mr. Harry Lu.

Mr. Harry Lu is one of our co-founders. In addition to founding our company, Mr. Lu has served as our director and vice chairman since 2000 and president since 2008. From 1995 to 1999, Mr. Lu served as the general manager of the PRC Region of Maxpro International Enterprises, Inc., managing the China aspects of Maxpro’s import and export and real estate investments business. From 1992 to 1995, he served as the export manager of China National Pharmaceutical and Healthcare Product Import & Export Co., Ltd. Mr. Lu currently serves as the deputy general secretary of the China National Institute of Real Estate Appraisers and Brokers, the policy and standard setting institute of the real estate market in China. Mr. Lu received his bachelor’s degree from Beijing Institute of Technology and his master’s degree from Rutgers Business School, State University of New Jersey. Mr. Lu is a brother-in-law of Mr. Donald Zhang.

Mr. Kevin Cheng Wei has served as our director since November 2008. He joined us as our chief financial officer in December 2007. Prior to joining us, from 2006 to 2007, Mr. Wei served as the chief financial

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officer of Solarfun Power Holdings Co., Limited, a leading Chinese solar company listed on NASDAQ. From 2005 to 2006, Mr. Wei was the chief financial officer of an on-line advertising agency in China. Mr. Wei was the chief audit executive of LG Philips Displays International Ltd. from 2003 to 2005, where he was responsible for managing global internal audit coverage and risk management. From 1999 to 2003, he was Asia Pacific regional corporate audit manager with Altria Corporate Services Inc., including one year at Nabisco Inc. prior to its acquisition by Kraft Foods. Prior to Altria, from 1991 to 1999, Mr. Wei worked with KPMG LLP and Deloitte Touche LLP. Mr. Wei graduated from Central Washington University, where he received his Bachelor of Science degree (cum laude) with a double major in accounting and management information systems.

Mr. Kevin Yung will serve as our director upon the completion of this offering. He has served as our executive vice president since 2009. From 2007 to 2009, Mr. Yung was a partner at China Renaissance, a local financial advisory firm based in Beijing. From 2006 to 2007, Mr. Yung was a vice president with the Special Situations Group of Morgan Stanley. From 2003 to 2006, Mr. Yung was a vice president with the Special Situations Group of Citigroup Capital Markets Asia. From 1998 to 2003, Mr. Yung was an associate with the Real Estate Principal Investing Group of Morgan Stanley in New York, Tokyo and Hong Kong. From 1996 to 1998, Mr. Yung was an analyst with the Real Estate Investment Group at J.P. Morgan in New York. Mr. Yung received his bachelor's degree in finance and economics from Babson College.

Mr. Weiping Zhang has served as our director since 2006 and vice president since 2002. From 2004 to 2007, he was senior vice president of IFM Beijing. From 2002 to 2004, he was deputy general manager for IFM SH. He was the representative of Maxpro International Enterprises, Inc. Beijing office from 1993 to 2002. Maxpro is an import and export and real estate investments company. From 1992 to 1993, Mr. Zhang was the Assistant General Manager of Hong Kong Donglong Company. Mr. Zhang received his bachelor’s degree from Beijing Foreign Language Institute.

Ms. Jennifer Tang has served as our director since 2009. Ms. Tang joined Avenue Asia Singapore Pte Ltd in 2006 and serves as its managing director and head of its legal department. From 2000 to 2006, Ms. Tang was group senior legal counsel of Hutchison Telecommunications International Ltd, a public company listed on the New York Stock Exchange and the Stock Exchange of Hong Kong. Ms. Tang received her bachelor’s degree in commerce and a bachelor’s degree in law from the University of New South Wales. She is currently admitted as a solicitor in New South Wales and Hong Kong.

Mr. Qiang Chai has served as our independent director since January 2010. Mr. Chai also served as vice president and secretary general of China National Institute of Real Estate Appraisers and Brokers since 1999. From 1992 to 1999, he was the director of the Real Estate and Residence Research Institute and deputy chief economist of the Policy Research Center of the Ministry of Housing and Urban-Rural Development of PRC. From 1985 to 1992, Mr. Chai was chief and deputy director of the Urban Economic Research Office of Urban-Rural Development Economic Institute. Mr. Chai received his bachelor’s degree in engineering from Wuhan University of Technology, and his master’s degree and doctor’s degree in economics from the graduate school of China Academy of Social Sciences.

Mr. Liang Pei has served as our independent director since January 2010. Mr. Pei has served as the secretary general of China Chain Store & Franchise Association since 2002 and an independent director of Fujian New Hua Du Supercenter Co., Ltd. since 2007. From 1992 to 2002, he worked as an official with Ministry of Internal Trade. Mr. Pei received his bachelor’s degree in commerce and economics and doctor’s degree in business administration, both from Renmin University of China.

Mr. Conor Chiahung Yang will serve as our independent director upon the completion of this offering. Mr. Yang is the chief financial officer of AirMedia Group Inc. (Nasdaq:AMCN), and has served in that role since March 2007. Prior to joining AirMedia, he was the chief executive officer of Rock Mobile Corporation from 2004 to February 2007. From 1999 to 2004, Mr. Yang served as the chief financial officer of the Asia Pacific region for CellStar Asia Corporation. Mr. Yang was an executive director of Goldman Sachs (Asia) L.L.C. from

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1997 to 1999. Mr. Yang was a vice president of Lehman Brothers Asia Limited from 1994 to 1996 and worked at Morgan Stanley Asia from 1992 to 1994. Mr. Yang received his MBA degree from University of California, Los Angeles in 1992 and his bachelor’s degree from Fu Jen University in Taiwan in 1985.

Ms. Lihong Ma has served as our legal and HR vice president since 2008. From 2007 to 2008, she was an associate of DLA Piper UK LLP. From 2006 to 2007, and from 2001 to 2004, she was an attorney of Dacheng Law Offices. From 2004 to 2006, Ms. Ma was the head of the legal department of the Beijing office of CapitaLand (China) Investment Co., Ltd. From 1996 to 2000, she was a translator of the Beijing office of Hong Kong Dragon Airlines Limited. From 1995 to 1996, she was a teacher of the training center of Beijing Automobile Industry Group. Ms. Ma received her bachelor’s degree from China University of Politics Science and Law and her master’s degree from Peking University School of Law. Ms. Ma is qualified for PRC Bar.

Mr. Hao Wang has served as the vice president and general manager of our franchise services business unit since 2009. Mr. Wang joined us in 2001 and served as franchise sales manager and franchise sales director of IFM Beijing and the general manager of IFM SH. From 1999 to 2001, he was the general manager of American Haohua Investment Consultant Company. From 1995 to 1999, Mr. Wang was the manager of the marketing division of China Pacific Insurance (Group) Co., Ltd. Mr. Wang received his bachelor’s degree from the Fine Art College of Shanghai University and his EMBA degree from the University of Texas at Arlington.

Mr. Qifeng Tan has served as the deputy general manager of our company-owned brokerage services business unit, executive director of Shenzhen CIR and general manager of Beijing Huachuang Xunjie Technology Co., Limited since 2009. From 2006 to 2009, he was the deputy general manager of Shanghai Ruifeng. From 2001 to 2006, he was project manager of the finance department, franchise manager of the franchise department and manager of the business expansion department of IFM Beijing. Mr. Tan received his associate’s degree from Xi’an Polytechnic Institute and is currently attending the EMBA program at China Central Technology University.

Mr. Sheng Kang has served as the general manager of Beijing Kaishengjinglue Guarantee Co. Limited since 2007. From 2006 to 2007, he was the general manager of Beijing Weijia Anjie Investment Guarantee Co., Ltd. From 2002 to 2006, he was the finance service and trading management director of 5i5j Real Estate Co., Ltd. From 2000 to 2002, Mr. Kang was the deputy general manager of Dongfang Hengji Real Estate Consulting Co., Ltd. of Dongli Group. From 1999 to 2000, he was the project deputy manager of China Xin Xing Construction Development Co., Ltd. Mr. Kang received his bachelor’s degree from Wuhan University of Hydraulic and Electrical Engineering and his master’s degree from Tsinghua University.

Mr. Wang Yui Fung has served as the general manager of Beijing Anxin since 2008. From 2005 to 2008, he was the general manager of Midland Realty Consulting (Shanghai) Co., Ltd. From 2004 to 2005, he was a sales manager at Hanyu Property Agency Co. Limited. From 2003 to 2004, he was regional manager of Nanjing Centaline Property Consultants Ltd. Mr. Fung received his secondary school degree from Moral Training English College in Hong Kong.

Mr. Hau Piu Ip has served as the general manager of Shanghai Ruifeng since 2009. He was a director and general manager of Shanghai Hopefluent Real Properties Consulting Co. Limited since 2007. From 1997 to 2006, he was the senior director of Centaline Property Agency Limited. Mr. Ip received his bachelor’s degree from Liverpool John Moores University and his master’s degree from Tongji University and United Business Institutes of Belgium.

Employment Agreements

We have entered into employment agreements with each of our executive officers. We may terminate an executive officer’s employment for cause, at any time, without remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty to a felony, negligent or dishonest acts to our detriment or

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misconduct or a failure to perform agreed duties. An executive officer may terminate the employment at any time upon advance written notice. Furthermore, we may terminate an executive officer’s employment at any time without cause, in which case, we will continue to make the base salary payment and certain benefits to the executive officer within a severance period in accordance with the employment agreement. Except for the foregoing, the officer is not entitled to any severance payments upon the termination of the employment for any reason.

Each executive officer has agreed to hold in strict confidence any trade secrets or confidential information of our company. Each officer also agrees to faithfully and diligently serve our company in accordance with the employment agreement and the guidelines, policies and procedures of our company approved from time to time by our board of directors.

Board of Directors

Our board of directors will consist of 9 directors upon completion of this public offering. A director is not required to hold any shares in the company by way of qualification. A director may, subject to any separate requirement for audit committee approval under applicable law or the listing rules of the New York Stock Exchange, and unless disqualified by the chairman of the relevant board meeting, vote with respect to any contract or transaction in which he or she is materially interested provided the nature of the interest is disclosed prior to its consideration and any vote on such contract or transaction. The directors may exercise all the powers of the company which are not, by the Companies Law or its amended and restated articles of association, required to be exercised by shareholders, including the power to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever outright or as security for any debt, liability or obligation of the company or of any third party.

Committees of the Board of Directors

We have established an audit committee under the board of directors. We have adopted a charter for the audit committee, and its members and functions are described below.

Audit Committee

Our audit committee consists of Conor Chiahung Yang, Liang Pei and Kevin Yung. Conor Chiahung Yang and Liang Pei satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. In addition, Conor Chiahung Yang and Liang Pei meet the “independence” standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Conor Chiahung Yang is the chair of our audit committee. Our audit committee will consist solely of independent directors that satisfy New York Stock Exchange and SEC requirements within one year of our initial public offering. The purpose of the audit committee is to assist our board of directors with its oversight responsibilities regarding: (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent auditor. The audit committee will be responsible for, among other things:

• appointing the independent auditors and pre-approving all audit and non-audit services permitted to be performed by the independent auditors;

• reviewing with the independent auditors any audit problems or difficulties and management’s response;

• discussing the annual audited financial statements with management and the independent auditors;

• reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; and

• meeting separately and periodically with management and the independent auditors.

Duties of Directors

Under Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care

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and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended from time to time. A shareholder has the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our board of directors include, among others:

• convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;

• declaring dividends and distributions;

• appointing officers and determining the term of office of officers;

• exercising the borrowing powers of our company and mortgaging the property of our company; and

• approving the transfer of shares of our company, including the registering of such shares in our share register.

Interested Transactions

A director may, subject to any separate requirement for audit committee approval under applicable law or the listing rules of the New York Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

Terms of Directors and Officers

Pursuant to our amended and restated memorandum and articles of incorporation to be adopted with effect following this offering, our board of directors will be divided into three classes. The members of each class will serve staggered three-year terms. Upon expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of the shareholders in the year in which their respective terms expire. Immediately after the consummation of the offering, the classes will be composed as follows:

Donald Zhang, Kevin Yung and Liang Pei will be Class I directors, whose terms will expire at the first annual meeting of shareholders following this offering.

Harry Lu, Kevin Cheng Wei and Qiang Chai will be Class II directors, whose terms will expire at the second annual meeting of shareholders following this offering; and

Weiping Zhang, Jennifer Tang and Conor Chiahung Yang will be Class III directors, whose terms will expire at the third annual meeting of shareholders following this offering;

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Except as otherwise provided by law, vacancies on our board may be filled by the affirmative vote of a majority of the directors then in office, or by shareholders. A director elected by the board to fill a vacancy shall hold office only until our next annual general meeting and shall then be eligible for re-election as a director in the class where such vacancy existed.

Compensation of Directors and Executive Officers

For the year ended December 31, 2008, we paid an aggregate of approximately RMB9.3 million in cash compensation to our executive officers, and we did not pay any cash compensation to our non-executive

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directors. In addition, for the year ended December 31, 2008, after giving effect to our 10-for-1 share split effected January 4, 2010, we granted 2,300,000 options to our executive officers and directors to purchase ordinary shares of our company at an average exercise price at US$0.09 per share. These options expire five years after their dates of grant, and the aggregate number of ordinary shares underlying these options is 2,300,000. The total amount set aside or accrued by us to provide pension, retirement or similar benefits for our executive officers and directors for the year ended December 31, 2008 was approximately RMB0.5 million.

Stock Incentive Plan

Stock Incentive Plan. On August 18, 2006, we adopted a stock incentive plan, or the plan, which has been amended on October 19, 2007 and February 21, 2008, to provide additional incentive to those officers, employees, directors, consultants and other service providers of our Group, in order to strengthen the commitment of such persons to our Group, motivate such persons to faithfully and diligently perform their duties and to attract and attain competent and dedicated persons whose efforts will result in the long-term growth and profitability of our Group. The plan permits us to grant five types of awards: incentive stock options, nonqualified stock options, restricted shares, restricted share units and other awards. As of the date of the prospectus, the ordinary shares reserved for issuance under our plan represented 8.48% of our equity interest on a fully-diluted basis and the plan provides for proportional adjustment of such reserved shares in the event of adjustments to the conversion price of the preferred shares. As of September 30, 2009, after giving effect to our 10-for-1 share split effected January 4, 2010, we had outstanding 43.80 million options to purchase ordinary shares of our company exercisable at a weighted average exercise price at US$0.13 per share and the aggregate number of ordinary shares underlying these options is 43.80 million. These options generally expire five years after their dates of grant. See Note 17 “Share-Based Compensation” in the Consolidated Financial Statements for additional information.

Plan Administration. Our board of directors, or a committee designated by our board or directors, will administer the plan. The committee or the full board of directors, as appropriate, will determine the provisions and terms and conditions of granting awards under the plan.

Award Agreement. Options and other awards granted under our plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each grant. In addition, the award agreement may also provide that securities granted are subject to certain lock-up period following the effective date of a registration statement filed by us under the Securities Act, if so requested by us or any representative of the underwriters in connection with any registration of the offering of any of our securities.

Eligibility. We may grant awards to employees, directors and consultants of our company or any of our related entities, which include our subsidiaries or any entities in which we hold a substantial ownership interest.

Term of the Awards. The term of each award grant shall be stated in the relevant award agreement, provided that the term shall not exceed 10 years from the date of the grant.

Vesting Schedule. In general, the plan administrator determines, or the relevant award agreement specifies, the vesting schedule.

Transfer Restrictions. Awards granted under the plan may not be transferred in any manner by the grantee other than by will or the laws of succession and may be exercised during the lifetime of the grantee only by the grantee.

Termination of the Plan. Our board of directors has the authority to amend or terminate the plan subject to shareholder approval to the extent necessary to comply with applicable law. However, no such action may (i) impair the rights of any grantee unless agreed by the grantee and the plan administrator or (ii) affect the plan administrator’s ability to exercise the powers granted to it under our plan.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information with respect to beneficial ownership of our ordinary shares as of the date of this prospectus, by:

• each of our directors and executive officers;

• each person known to us to own beneficially more than 5.0% of our ordinary shares; and

• each of the selling shareholders.

	Ordinary Shares Beneficially Owned Prior to This Offering			Ordinary Shares Sold in This Offering(1)		Ordinary Shares Beneficially Owned After This Offering(1)
Name	Number(2)	Percent(2)		Number(2)	Percent(2)	Number(2)	Percent(2)
Directors and Executive Officers:
Donald Zhang(4)	260,000,000	52.1	%
Harry Lu(5)	52,000,000	10.4	%
Kevin Cheng Wei	*	*
Kevin Yung(a)	-	-
Weiping Zhang	-	-
Jennifer Tang	-	-
Qiang Chai	-	-
Liang Pei	-	-
Conor Chiahung Yang(a)	-	-
Lihong Ma	*	*
Hao Wang	-	-
Qifeng Tan	-	-
Sheng Kang	*	*
Wang Yui Fung	*	*
Hau Piu Ip	-	-
All Directors and Executive Officers as a group(6)	264,353,676	52.5	%
5% and above Shareholders and Selling Shareholders:
IFM Overseas Partners L.P.(7)	260,000,000	52.1	%
Goldman Sachs Strategic Investments (Asia) L.L.C.(8)	141,611,117	28.4	%
GL Asia Mauritius II Cayman Limited(9)	91,893,513	18.4	%

Notes:

* Upon exercise of all options granted, the individual or the entity would beneficially own less than 1% of our outstanding ordinary shares.

(a) Messrs. Kevin Yung and Conor Chiahung Yang have accepted our appointment to be the directors of our company, effective upon the completion of this offering.

(1) Assumes that the underwriters do not exercise the option to purchase additional ADSs. If the underwriters exercise their option to purchase the additional ADSs in full, IFM Overseas Partners L.P., Goldman Sachs Strategic Investments (Asia) L.L.C. and GL Asia Mauritius II Cayman Limited will each sell ADSs representing             ,              and              ordinary shares, or         %,         % and         %, respectively, of the additional ADSs offered by the selling shareholders. If the underwriters exercise their option to purchase additional ADSs only in part, IFM Overseas Partners L.P. will sell up to              ADSs, and GL Asia Mauritius II Cayman Limited and Goldman Sachs Strategic Investments (Asia) L.L.C. will sell         % and         %, respectively, of any remaining additional ADSs for which the underwriters exercise their option to purchase.

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(2) Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person or the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of this offering, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person. The calculation of the number of shares also assumes the conversion of all of our outstanding preferred shares into ordinary shares upon the completion of this offering. Percentage of beneficial ownership of each listed person prior to this offering is based on 498,842,277 ordinary shares outstanding as of the date of this prospectus, including 238,842,277 ordinary shares convertible from our outstanding preferred shares. Percentage of beneficial ownership of each listed person after the offering is based on              ordinary shares outstanding immediately after the closing of this offering.

(4) Includes 260,000,000 Class A ordinary shares beneficially held by Donald Zhang through IFM Overseas Partners L.P.

(5) Includes 52,000,000 of the 260,000,000 Class A ordinary shares held by IFM Overseas Partners L.P. and corresponds to a 20% limited partner interest held in IFM Overseas Partners L.P. by Harry Lu.

(6) Includes (i) 260,000,000 Class A ordinary shares beneficially held by Donald Zhang and Harry Lu through IFM Overseas Partners L.P., and (ii) 4,353,676 Class A ordinary shares underlying share options held by our directors and executive officers as a group that are exercisable within 60 days after the date of this prospectus.

(7) Includes 260,000,000 Class A ordinary shares held by IFM Overseas Partners L.P. IFM Overseas Limited, a corporation incorporated under the laws of the Cayman Islands that acts as the general partner of IFM Overseas Partners L.P. and exercises investment control over the Class A ordinary shares held by this entity. Maxpro International Enterprises, Inc., a New York corporation, owns 100% of the equity interest in IFM Overseas Limited. Donald Zhang owns 100% of the equity interest in Maxpro International Enterprises, Inc. IFM Holding Company Limited and Harry Lu, each a limited partner of IFM Overseas Partners L.P., hold 80% and 20% of the partnership interest in IFM Overseas Partners L.P., respectively. IFM Holding Company Limited is a corporation incorporated under the laws of Cayman Islands, and is 100% owned by Maxpro International Enterprises, Inc..

(8) Includes 61,108,179 Class A ordinary shares and 80,502,938 Class B ordinary shares issuable upon conversion of the 200,000,000 Series A preferred shares held by Goldman Sachs Strategic Investments (Asia) L.L.C. Goldman Sachs Strategic Investments (Asia) L.L.C. is an indirectly wholly-owned subsidiary of The Goldman Sachs Group, Inc., which is a bank holding company whose shares are listed on the New York Stock Exchange. The address of Goldman Sachs Strategic Investments (Asia) L.L.C. is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, USA.

(9) Includes 91,893,513 Class A ordinary shares issuable upon conversion of the 105,253,600 Series B preferred shares held by GL Asia Mauritius II Cayman Limited. Voting and investment power of shares held by GL Asia Mauritius II Cayman Limited is exercised by its board of directors. The board of directors of GL Asia Mauritius II Cayman Limited disclaim beneficial interest in all shares except to the extent of its pecuniary interest therein.

As of the date of this prospectus, none of our outstanding ordinary shares or preferred shares are held by record shareholders in the United States. Certain holders of our preferred shares have represented to us that they are affiliated with a registered broker-dealer. Based on their representations, we believe that at the time of the purchase of our preferred shares, each of these holders purchased our preferred shares in the ordinary course of business, and had no agreements or understandings, directly or indirectly, with any person to distribute the shares. None of our existing shareholders has different voting rights from other shareholders after the closing of this offering. We are not aware of any arrangement that may at a subsequent date, result in a change of control of our company.

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OUR RELATIONSHIP WITH REALOGY AND RELATED PARTY TRANSACTIONS

Our Relationship with Realogy

In March 2000, IFM Company Limited, or IFM Co. entered into an international master sub-franchise agreement with Cendant Global Services B.V., a subsidiary of Cendant Corporation, the entity from which Realogy was spun off in 2006. Cendant Global Services B.V. assigned its rights under the master sub-franchise agreement to a subsidiary of Realogy which, in turn, assigned such rights to Realogy. IFM Co. became the exclusive franchisor of the CENTURY 21^® brand and system in China for a term of 25 years, extendable at IFM Co.’s election for additional terms of 25 years upon payment of renewal fees of US$4.5 million for each renewal, to be adjusted for inflation or deflation. Under the agreement, IFM Co. is authorized to establish, operate and promote the CENTURY 21^® network in China by using and sublicensing the CENTURY 21^® brand and system owned by Realogy, which includes: (i) the trade names, trademarks, service marks, slogans, logos or other indicia relating to the CENTURY 21^® franchise network; and (ii) the standard franchise agreement, sales tools and brochures, real estate products, programs, services and franchise/sub-franchise plans. Pursuant to our restructuring in 2005, our company was incorporated in the Cayman Islands and IFM Co. became our wholly owned subsidiary.

Under the master sub-franchise agreement, we are required to comply with certain franchise policies adopted by Realogy, as amended from time to time. The master sub-franchise agreement sets out certain terms pursuant to which we are required to operate our franchise services business, including the form of regional sub-franchise agreements to be entered into with regional sub-franchisors and the service fees payable to Realogy. The master sub-franchise agreement also provides that Realogy must approve and has a right of first refusal with respect to any sale or transfer of more than 25% of our equity interest, or any series of transactions resulting in sales or transfer of more than 49% of our equity interest. Realogy has approved this offering and has waived any right of first refusal it may have with respect to this offering. In addition, Realogy agreed not to, during the term of the agreement, license any other parties to sublicense the CENTURY 21^® brand and system to operate real estate brokerages in China.

Upon entering into the master sub-franchise agreement, we paid Realogy an initial franchise fee. Apart from the initial franchise fee, we are required to pay certain ongoing service fees to Realogy, based on revenues generated from initial franchise fees and ongoing service fees collected from our regional sub-franchisors or direct franchisees. The master sub-franchise agreement also includes a minimum annual fee requirement, and to the extent that the service fees payable within a certain year are lower than such minimum amount, we are required to make additional payment to reach the minimum fee requirement. In the years ended December 31, 2007 and 2008 and the nine months ended September 30, 2009, the service fees which were paid or to be paid to Realogy amounted to RMB6.1 million, RMB10.5 million and RMB2.3 million, respectively.

Either party has the right to terminate the master sub-franchise agreement if the other party materially breaches the master sub-franchise agreement. Additionally, Realogy has the right to terminate the master sub-franchise agreement in the event that (1) we assign our rights and obligations without Realogy’s approval, (2) we fail to honor Realogy’s right of first refusal in connection with the assignment, or (3) we become insolvent. Within two years after the master sub-franchise agreement terminates or expires, we may not engage in the real estate brokerage franchise business, subject to certain exceptions. See “Risk Factors—We do not own the CENTURY 21^® brand and our right to use the CENTURY 21^® brand is subject to risks and limitations” for further discussion of the risks associated with this agreement and our reliance thereon.

On June 30, 2002, IFM Co. entered into a cooperation agreement with Beijing International Franchise Management Company Limited, or IFM Beijing, an entity controlled by our founders, Mr. Donald Zhang and Mr. Harry Lu. IFM Beijing then became the exclusive agent of IFM Co. to sub-franchise the CENTURY 21^® brand and system in China on behalf of IFM Co. IFM Beijing is obliged to pay Realogy the service fees payable by IFM

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Co. under the master sub-franchise agreement. We became the controlling shareholder of IFM Beijing in October 2006.

On February 21, 2008, after giving effect to our 10-for-1 share split effected January 4, 2010, we issued 6,113,670 Series B preferred shares to Realogy for approximately RMB16.2 million.

Related Party Transactions

Reorganization

We underwent a reorganization in 2006 in connection with our private placement of Series A preferred shares to Goldman Sachs Strategic Investments (Asia) L.L.C., or Goldman Sachs Strategic Investments. Our reorganization went effective on August 24, 2006. As part of our reorganization, Beijing Xinye Jiayuan Real Estate Consulting Service Co., Ltd., or Xinye, a PRC wholly-owned foreign enterprise controlled by our founders, Mr. Donald Zhang and Mr. Harry Lu, agreed to transfer its 51% equity interests in IFM SH, 11.15% equity interests in IFM Beijing, 10% equity interests in Xiamen, 15% equity interests in Shandong and 10% equity interests in Xian, to us. Xinye completed its transfer of the IFM SH interests to us on December 4, 2008, the IFM Beijing interests on August 12, 2008, the Xiamen interests on December 26, 2008, the Shandong interests on December 4, 2006 and the Xian interests on February 9, 2009. See “Our Corporate History and Structure.”

Related Party Loans and other Payments

We have entered into certain loan arrangements in the past with certain of our related parties, including some of our directors, our associate companies, Xinye, a PRC wholly-owned foreign enterprise controlled by Mr. Donald Zhang, our chairman and CEO, and Mr. Harry Lu, our vice chairman and president, and Maxpro International Enterprises Inc., or Maxpro, a New York corporation owned by Mr. Donald Zhang.

The following table sets forth the amounts due to and from those related parties which are controlled by our shareholders as of December 31, 2007, 2008 and September 30, 2009. On September 22, 2009, the amounts due from/to Xinye and Maxpro were fully settled. On the same day, an advance of approximately RMB5.9 million was made to Maxpro which is due on demand. On November 30, 2009, this remaining amount due from Maxpro was fully settled in cash.

		Amounts Outstanding as of
		December 31,		September 30,
Amounts Due from Related Parties	Nature of Advances or Payment	2007	2008	2009
		(in thousands of RMB)
Xinye	Unsecured, interest-free advances with no repayment date, for operations of Xinye	39,656	36,024	-
Maxpro	Unsecured, interest-free advances with no repayment date, for operations of Maxpro	2,114	2,086	5,933
Directors	Unsecured, interest-free loans to directors	2,215	-	-
Amounts Due to Related Parties
Xinye	Amounts payable for transfer of entities as part of the Reorganization	13,377	5,700	-
Maxpro	Loans for operations of IFM Co.	29,266	27,465	-

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Private Placements

On August 24, 2006, pursuant to resolutions of our shareholders and our board of directors, each dated December 18, 2005, after giving effect to our 10-for-1 share split effected January 4, 2010, we issued 200,000,000 Series A preferred shares to Goldman Sachs Strategic Investments for approximately RMB170.7 million. On October 19, 2007, pursuant to resolutions of our shareholders and our board of directors, each dated October 19, 2007, after giving effect to our 10-for-1 share split effected January 4, 2010, we issued 105,253,600 Series B preferred shares to GL Asia Mauritius II Cayman Limited for a total consideration of approximately RMB290.6 million pursuant to resolutions of our shareholders and our board of directors, each dated July 31, 2008. On February 21, 2008, after giving effect to our 10-for-1 share split effected January 4, 2010, we issued 6,113,670 Series B preferred shares to Realogy for approximately RMB16.2 million. On January 4, 2010, we effected a 10-for-1 share split of our authorized and issued share capital whereby each ordinary share, Series A preferred share and Series B preferred share, in each case par value US$0.01 per share, were divided into 10 ordinary shares, Series A preferred shares or Series B shares, as applicable, in each case par value US$0.001 per share.

The purchasers of our preferred shares were independent third parties prior to their respective investments in us. The prices at which our preferred shares were issued were determined based on arm’s-length negotiations between us and the investors and the transactions were, in each case, approved by our board of directors. Our Series A and Series B preferred shares are convertible into our ordinary shares at any time after their respective issuance prior to the closing of this offering. The initial conversion price is equal to the original per share purchase price of each series of preferred shares, subject to adjustment for any share split, share combination, capital reclassification or reorganization, any distribution made, any of our merger or consolidation with any other person, or any of our share issuance at an issuance price that is lower than the preferred share purchase price originally paid by our investors. In addition, certain holders of our preferred shares are entitled to adjustments if we achieve certain milestones, including the closing of this offering. Under these adjustment provisions, if this offering closes before March 31, 2010, the Series A preferred shareholders’ interest in the company on an as converted basis immediately prior to the closing of the offering will be reduced to 28.4%, and the Series B preferred shareholders’ interest in the company will be adjusted to maintain constant their interest in our company notwithstanding the Series A adjustment. The disclosure in this prospectus regarding the ownership interests of the holders of Series A and Series B preferred shares in the company immediately following the offering assume that this offering closes prior to March 31, 2010. All such adjustments shall be effected in connection with the conversion of the preferred shares immediately prior to the closing of this offering. Immediately prior to the closing of this offering, all issued and outstanding shares of our Series A preferred shares will be automatically converted, at the conversion price then in effect, into 61,108,179 shares of our Class A ordinary shares and 80,502,938 shares of our Class B ordinary shares and all issued and outstanding shares of our Series B preferred shares will be automatically converted, at the conversion price then in effect, into 97,231,160 shares of our Class A ordinary shares.

As part of our private placements, we and our founders granted to each of Goldman Sachs Strategic Investments, GL Asia Mauritius II Cayman Limited and Realogy certain minority protection rights, including pre-emptive rights, rights of first refusal and co-sale rights and consent rights regarding significant corporate actions. We and our founders also granted to Goldman Sachs Strategic Investments and GL Asia Mauritius II Cayman Limited certain corporate governance rights including the right to inspect the company and the right to appoint certain members to our board of directors. These minority protection rights will terminate upon completion of this offering. Our founders also agreed with the investors that until the 181^st day following the completion of this offering, the founders will not transfer or otherwise dispose any of their respective equity interest in us, without the prior written consent of the investors. In addition, we granted to each of Goldman Sachs Strategic Investments, GL Asia Mauritius II Cayman Limited and Realogy certain registration rights in relation to the shares to be issued upon conversion of their respective preferred shares. See “Description of Share Capital—Registration Rights.”

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Goldman Sachs (Asia) L.L.C., an affiliate of Goldman Sachs Strategic Investments (Asia) L.L.C., which owns 200,000,000 of our Series A preferred shares immediately prior to the consummation of the offering, is one of the underwriters of this offering. The offering is being conducted in accordance with the applicable provisions of Rule 2720 of the National Association of Securities Dealers, Inc. Conduct Rules. See “Underwriting.”

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REGULATIONS

The real estate market and our operations in China are regulated by the Ministry of Commerce, the SAFE, the Ministry of Housing and Urban-Rural Development (formerly known as the Ministry of Construction), or the MOHURD, the Ministry of Land and Resources, or the MLR, the State Administration for Industry and Commerce, or the SAIC, and their respective authorized local counterparts.

Regulations on Real Estate Market

Under the laws of the PRC, land is owned either by the state or by rural collective organizations. Generally the land use rights for real estate development purposes must be granted by the local counterparts of the MLR. The government can therefore control the volume of land granted for real estate development each year. The construction of real estate shall also abide by the planning of the local counterparts of the MOHURD. The government policies regulating, among others, (i) the monetary supply and credit markets issued by the People’s Bank of China; (ii) the real estate developer qualification issued by the MOHURD; and (iii) taxes applicable to real estate transaction issued by the State Tax Bureau will have material effect on the real estate market and our business.

Regulations on Real Estate Service Industry

The principal regulations governing the real estate service industry in China include the Law on the Administration of the Urban Real Estate, as amended in August 2007, and the Provisions on the Administration of Urban Real Estate Services, or the Real Estate Services Provision, issued by the MOHURD in January 1996, as amended in August 2001.

Real Estate Service Companies

In accordance with the Law on the Administration of the Urban Real Estate and the Real Estate Services Provision, real estate services refer to services of real estate consultation, appraisal and brokerage. A real estate service company is required to meet certain financial and personnel requirements and register with the SAIC or its local counterpart. To be qualified to engage in real estate services, a company is required to file with the local real estate regulatory authority within one month following the issuance of its business license by the SAIC or its local counterparts. To maintain such qualification, the company must maintain certain organizational, financial and operational criteria, such as possessing sufficient funding and employing qualified personnel. It must also keep proper records and comply with prescribed procedures in delivering its services. Failure to comply with the filing requirement may subject a real estate service company a fine between RMB10,000 and RMB30,000 and disqualify it from providing real estate services.

Pursuant to the Real Estate Services Provision, a real estate brokerage company must have certain number of licensed brokers. Local authorities in Beijing and Shanghai have specific requirements on employing such brokers.

On December 29, 2006, the MOHURD and the People’s Bank of China jointly issued a circular to further strengthen the regulation of the real estate services industry. According to such circular, a real estate brokerage company cannot display information on properties or customers until the execution of a brokerage contract with the relevant clients. Furthermore, a real estate brokerage company is forbidden to display any false or unverified information. The real estate brokerage company and its brokers shall not conceal transaction price and other transaction information from the transacting parties. Such entities are also prohibited from obtaining any gains by purchasing or renting a property at a lower price and then selling or leasing such property at a higher price. The real estate brokerage company is also required to establish a separate account for transaction settlement.

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Real Estate Service Brokers

Pursuant to the Interim Regulations on Professional Qualification for Real Estate Brokerage Professionals and the Implementation Rules on the Examinations of Real Estate Brokerage Professional Qualification issued by the Ministry of Human Resources and Social Security (formerly known as Ministry of Human Resources) and the MOHURD on December 18, 2001 and relevant circulars, real estate brokerage professionals include real estate brokers and assistant real estate brokers. To practice as a qualified real estate broker, an individual must pass an exam and obtain a qualification certificate for real estate brokers, and register with the China National Institute of Real Estate Appraisers and Brokers to obtain the real estate broker license. After obtaining a real estate brokerage license, an individual can act as broker, but may only provide brokerage services in the name of the real estate brokerage company for which he works. Each broker can only serve one real estate service company at a time.

In accordance with the Brokers Administration Measures issued by the SAIC in August 2004, the local offices of the SAIC are the administrative bodies responsible for brokers, including their registration and supervision. Within twenty days after a brokerage company employs or dismisses an individual broker, it must file the individual broker’s information and the related employment contracts with the local offices of SAIC. In addition, no brokerage or broker can engage in any activities beyond the permitted business scope or against a client’s interests. In cases of non-compliance, the local offices of the SAIC can issue warnings or impose fines up to RMB30,000.

Real Estate Consulting Business

In accordance with the Real Estate Services Provisions, any individual providing real estate consulting services must have real estate related credentials or meet certain educational requirements and possess a professional qualification certificate. At least fifty percent of the employees of a company engaging in real estate consulting services should have such qualifications to provide real estate consulting services.

Real Estate Service Charges

According to the Circular on Real Estate Service Charges promulgated by the National Development and Reform Commission (formerly known as State Planning Commission) and the MOHURD on July 7, 1995, a real estate service company must display its service charges, or commissions. Commissions for the sale of real properties should range between 0.5% and 2.5% of the transaction price. For exclusive brokerage services, commissions can be raised to up to 3% of the transaction price. However, the Circular on Real Estate Service Charges only sets a standard for reference with respect to real estate consulting services. Real estate consulting services providers may negotiate and determine their commission rates with clients.

In Beijing, government authorities have issued guidance for commission rates for consulting services that a real estate service company may not exceed. Moreover, the maximum commission rate for exclusive brokerage services has been lowered to 2.8% by the Beijing Price Bureau and the Beijing House and Land Resources Administration Bureau. For property leasing brokerage services, the commission rate may range from 50% to 100% of the underlying properties’ contracted monthly rent.

In Shanghai, pursuant to the Circular on Brokerage Services Charges for Sales and Rental of Residential Properties jointly issued by the Shanghai Price Bureau and the Shanghai House and Land Resources Administration Bureau on August 28, 2003, our PRC real estate brokerage subsidiaries located in Shanghai shall charge clients in accordance with the guidance commission rate. The maximum guidance commission rate for real estate brokerage services is 2% of the purchase price recorded with the real estate trading center. The maximum commission rate for property leasing brokerage services is 70% of the underlying properties’ contracted monthly rent. The guidance commission rate for investigation of property title and conditions, industry and market research, assisting the seller and the purchaser to conclude a property purchase contract and

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handling the registration of title assignment is 2% of the purchase price recorded with the real estate trading center. The maximum commission rate for rental services is 70% of the monthly rent.

In Shenzhen, the guidance commission rate for real estate brokerage services is 3% of the transaction price. A real estate brokerage company may not charge its client a commission rate exceeding 120% of this guidance commission rate.

Regulations on Franchise Business

To regulate the franchise industry, the Ministry of Commerce issued the Administration Regulations on Commercial Franchise on February 6, 2007, the Administration Rules on Filing of Commercial Franchise on April 30, 2007 and the Notice Concerning Authorizing Provincial Commerce Authorities to Conduct Filings of Commercial Franchise in April, 2009. Pursuant to these regulations, a franchisor must be an enterprise with at least two self-operated stores and have been in operation for at least one year. The franchisor should have a mature operating model and the ability to provide operating guidance, technology support and business training to franchisees. The franchisor is required to enter into a written franchise agreement with each of its franchisees, under which the franchisees have the right to terminate this agreement after a designated period. With the exception of renewed franchise agreements, the term of a franchise agreement must be no less than three years, unless otherwise agreed to by the franchisee.

A franchisor starting its franchise business after May 1, 2007 is required to file its business license, sample franchise agreement and other documents to the provincial commerce authority where it is registered for record within fifteen days following the execution of its first franchise agreement with a franchisee inside China. If the franchisor conducts franchise business in two or more municipalities, provinces or autonomous regions, it is required to file with the Ministry of Commerce before May 1, 2009, followed by a filing with the provincial commerce authority where it is registered. Foreign franchisors are also required to file the documents with the Ministry of Commerce. Moreover, the franchisor shall file information regarding the execution, withdrawal, renewal of and amendment to franchise agreements to the commerce authority for record before March 31 of each year.

Any changes in the recorded information of the franchisor should also be filed with the relevant commerce authority within thirty days following the occurrence of these changes. For a franchisor failing to file in accordance with these regulations, the relevant commerce authority may order it to comply within a designated time frame and impose a fine ranging from RMB10,000 to RMB50,000. If the franchisor fails to comply as ordered, the relevant commerce authority may impose another fine ranging from RMB50,000 to RMB100,000 and publicly announce the franchisor’s violation.

The Administration Regulations on Information Disclosure for Commercial Franchise, issued by the Ministry of Commerce on April 30, 2007, further requires a franchisor to disclose its basic information, ownership of business resources, franchise fees charged, products and services to be provided as well as other information to any franchisees at least thirty days prior to the execution of the franchise agreement.

Regulations on Trademarks

The PRC Trademark Law, enacted by the National Congress on August 23, 1982, as amended, and the Implementation Rules of the PRC Trademark Law issued by the State Council on March 10, 1983, as amended, protect the title holders of registered trademarks and grant a renewable term of ten years to a trademark registered in the PRC. The Trademark Office under the SAIC handles trademark registrations and the filing of registered trademark licenses. Pursuant to the Regulations on Filing of Trademark License Contracts, promulgated on August 1, 1997, trademark license contracts are required to be filed with the Trademark Office within three months after executing such license contacts. However, unless otherwise provided in a trademark license contract, failure to complete the filing procedure will not affect the validity of this trademark license contract in

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accordance with the Interpretation Concerning Several Issues on Application of Laws in Handling Trademark Civil Dispute Cases issued by the Supreme People’s Court on October 12, 2002.

Regulations on Foreign Currency Exchange and Dividend Distribution

Foreign currency exchange

The principal regulations governing foreign currency exchange in China are the Foreign Currency Administration Regulations, as amended in 2008. Under these regulations, the Renminbi may be converted for current account items, including the distribution of dividends, interest and royalties payments, trade and service-related foreign exchange transactions. Conversion of the Renminbi for capital account items, such as direct investment, loans, repatriation of investment and investment in securities outside China, however, is still subject to the SAFE’s approval.

Dividend Distribution

Under the relevant regulations, a foreign investment enterprise, or an FIE in China may pay dividends only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, it is required to allocate at least 10% of its accumulated profits each year, if any, to fund certain reserve funds unless these reserves have reached 50% of its registered capital. These reserves are not distributable as cash dividends. Our PRC subsidiaries which are FIEs are restricted from distributing any dividends to us until they have met the requirements set out in these regulations.

Pursuant to the Corporate Income Tax Law of the PRC and its implementation rules, which became effective on January 1, 2008, dividends payable by an FIE to its foreign investors will be subject to a 10% withholding tax, unless the foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The Cayman Islands and the British Virgin Islands, where two of our offshore holding corporations are incorporated, do not have a tax treaty with China. In accordance with the Arrangement between the Mainland and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion, or the Double Taxation Arrangement, which became effective on January 1, 2007, any dividends from one of our PRC subsidiaries, Shenzhen CIR, paid to City Integrated Residential Services (China) Limited, its direct shareholder established in Hong Kong, may be subject to a withholding tax of the enterprise income tax at the rate of 5%, provided that City Integrated Residential Services (China) Limited holds at least 25% of the equity interest of Shenzhen CIR.

According to Circular of State Administration of Taxation on Printing and Issuing the Administrative Measures for Non-resident Individuals and Enterprises to Enjoy the Treatment under Taxation Treaties which come into force on October 1, 2009, non-resident individuals and enterprises can enjoy the relevant tax treatments relating to dividends under taxation treaties after obtaining approvals from competent tax authorities.

Foreign shareholder’s loan

In accordance with the Interim Provisions on the Management of Foreign Debts issued by the State Development and Reform Commission, the Ministry of Finance and the State Administration of Foreign Exchange of the PRC, or SAFE, which became effective on March 1, 2003, the summation of the accumulated medium-term and long-term debts and the balance of short-term debts borrowed by an FIE shall not exceed the difference between the total investment and the registered capital of the FIE. The FIE shall register the loan agreement with SAFE for the loan extended by its foreign shareholder upon execution of the loan agreement. Such loan agreement will not become valid and effective without such registration.

Regulations on Foreign Exchange Registration of Offshore Investment by PRC Residents

On October 21, 2005, SAFE issued the “State Administration of Foreign Exchange’s Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Round-trip

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Investment via Special Purpose Offshore Companies” (Hui Fa [2005] No. 75), or Notice No. 75, a public notice which became effective on November 1, 2005. Notice No. 75 requires PRC residents to register with the local SAFE branch before directly establishing or indirectly controlling any company referred to in the notice as a “special purpose offshore company” outside of the PRC for the purpose of capital financing with assets or equity interest in an onshore enterprise in the PRC, and to undergo registration procedures after completing an investment in or acquisition of any operating subsidiaries in the PRC via the special purpose offshore company, which we refer to herein as a “round-trip investment.” In addition, any change of shareholding or any other material capital alteration in such special purpose offshore company not involving a round-trip investment, such as a change in share capital or merger and acquisition, must be filed or registered within 30 days from the date of change. The relevant SAFE regulations apply retrospectively to registration of direct or indirect investments made by PRC residents in special purpose offshore companies before Notice No. 75 came into effect.

On May 29, 2007, SAFE promulgated the “Operational Rules for the State Administration of Foreign Exchange’s Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Round-trip Investment via Special Purpose Offshore Companies” (Hui Zong Fa [2007] No. 106), or Notice No. 106, which clarifies the implementation and application of Notice No. 75 and specifies the procedures of SAFE registrations. In accordance with Notice No. 106, the provisions in Notice No. 75 on SAFE registration of direct establishment of the special purpose offshore companies also applies to the round-trip investment by PRC residents who hold a minority equity interest without controlling the special purpose offshore companies.

In the event that a PRC resident with a direct or indirect stake in a special purpose offshore company fails to make the required SAFE registration, the PRC subsidiaries of such special purpose offshore company may be prohibited from distributing their profits to their offshore parent and from paying the offshore parent proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries, and the offshore parent’s ability to contribute additional capital or provide loans, whether using the proceeds from this offering or otherwise, would be impaired. In addition, failure to comply with SAFE registration requirements as described above may also result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

Regulations on Employee Stock Options Plan

On March 28, 2007, the SAFE promulgated the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Option Holding Plan or Stock Option Plan of Overseas Listed Company, or the Stock Option Rule. The purpose of the Stock Option Rule is to regulate foreign exchange administration of Chinese citizens who participate in employee stock holding plans and stock option plans of offshore listed companies. According to the Stock Option Rule, if a Chinese citizen participates in any employee stock holding plan or stock option plan of an offshore listed company, a Chinese domestic agent or the Chinese subsidiary of the offshore listed company is required to file, on behalf of the individual, an application with the SAFE to obtain approval for an annual quota with respect to the purchase of foreign exchange in connection with stock holding or stock option exercises. Concurrent with the filing of the required application with the SAFE, the Chinese domestic agent or the Chinese subsidiary must obtain approval from the SAFE to open a special foreign exchange account at a Chinese bank to hold the funds required in connection with the stock purchase or option exercise, any returned principal profits upon sales of stock, any dividends issued on the stock and any other income or expenditures approved by the SAFE. The Chinese domestic agent or the Chinese subsidiary is also required to obtain approval from the SAFE to open an offshore special foreign exchange account at an offshore trust bank to hold offshore funds used in connection with any employee stock holding plans.

All proceeds obtained by a Chinese citizen from dividends acquired from the offshore listed company through employee stock holding plans or stock option plans, or sales of the offshore listed company’s stock acquired through other methods, must be remitted back to China after relevant offshore expenses are deducted.

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The foreign exchange proceeds from these sales can be converted into Renminbi or transferred to the individuals’ foreign exchange savings account after the proceeds have been remitted back to the special foreign exchange account opened at the Chinese bank. If stock options are exercised on a cashless basis, the Chinese individuals are required to remit the proceeds to the special foreign exchange account. We and our Chinese employees who have been granted stock options will be subject to the Stock Option Rule when our company becomes an offshore listed company. If we or our Chinese employees fail to comply with the Stock Option Rule, we and/or our Chinese employees may face sanctions imposed by foreign exchange authority or any other Chinese government authorities.

Regulations on Labor Contracts

On June 29, 2007, the PRC National People’s Congress enacted the PRC Labor Contract Law, or the Labor Contract Law, which became effective on January 1, 2008. The Implementation Regulation for the PRC Labor Contract Law, or the Implementation Regulation, was promulgated by the State Council and took effect on September 18, 2008. The Labor Contract Law formalizes, among others, workers’ rights concerning overtime hours, pensions and layoffs, the execution, performance, modification and termination of labor contracts, the clauses of labor contracts and the role of trade unions. In particular, it provides for specific standards and procedures for entering into non-fixed-term labor contracts as some of our sales professionals and staff do. Either the employer or the applicable sales professional or staff is entitled to terminate the labor contract in circumstances as prescribed in the Labor Contract Law or if certain preconditions are fulfilled, and in certain cases, the employer is required to pay a statutory severance upon the termination of a labor contract pursuant to the standards provided by the Labor Contract Law.

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association and the Companies Law (2009 Revision) of the Cayman Islands, which is referred to below as the Companies Law, and the common law of the Cayman Islands. A Cayman Islands exempted company is a company that conducts its business outside of the Cayman Islands, and as such is exempted from certain requirements of the Companies Law.

The following are summaries of certain of the terms and provisions of our amended and restated memorandum and articles of association to be adopted with effect from the listing of our Class A ordinary shares and the Companies Law insofar as they relate to our Class A ordinary shares. These summaries are not complete, and you should read the complete forms of our amended and restated memorandum and articles of association, which will be filed as exhibits to our registration statement on Form F-1. For information on how to obtain copies of our amended and restated memorandum and articles of association, see “Where You Can Find More Information.”

The holders of ADSs will not be treated as our shareholders and will be required to surrender their ADSs for cancellation and withdrawal from the depositary facility in which the Class A ordinary shares are held in order to exercise shareholders’ rights in respect of the Class A ordinary shares. The depositary will agree, so far as it is practical, to vote or cause to be voted the amount of Class A ordinary shares represented by ADSs in accordance with the non-discretionary written instructions of the holder of such ADSs.

Classes of shares

Immediately prior to the consummation of this offering, the share capital of the company shall be divided into ordinary shares of two classes, Class A ordinary shares and Class B ordinary shares and one class of preferred shares. The Class A ordinary shares and Class B ordinary shares shall carry equal rights and rank pari passu with one another other than as set out below.

As regards conversion

Subject to the provisions of the Articles and to compliance with all fiscal and other laws and regulations applicable thereto, including the Law, a holder of Class B ordinary shares shall be entitled at the option of the holder, to convert their Class B ordinary shares into an equal number of fully paid Class A ordinary shares.

As regards Voting Rights

The Class B ordinary shares shall not carry any right to vote.

As regards Transfers

Class B ordinary shares must be converted into Class A ordinary shares prior to any assignment or transfer.

Meetings

Subject to our articles of association, an annual general meeting and any extraordinary general meeting shall be called by not less than ten (10) clear days’ notice in writing. Notice of every general meeting will be given to all of our shareholders.

Notwithstanding that a meeting is called by shorter notice than that mentioned above, but, subject to our articles of association, it will be deemed to have been duly called, if it is so agreed (1) in the case of a meeting

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called as an annual general meeting by all of our shareholders entitled to attend and vote at the meeting; or (2) in the case of any other meeting, by a majority in number of our shareholders having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five percent (95%) in nominal value of the ordinary shares giving that right.

No business other than the appointment of a chairman of the meeting may be transacted at any general meeting unless a quorum is present at the commencement of business. However, the absence of a quorum will not preclude the appointment of a chairman of the meeting. If present, the chairman of our board of directors shall be the chairman presiding at any shareholders’ meetings.

Any one or more of our members present in person or by proxy or (in the case of a member being a corporation) by its duly appointed corporate representative representing not less than one third in nominal value of our total issued voting shares throughout the meeting shall be a quorum. A corporation being a shareholder shall be deemed for the purpose of our articles of association to be present in person if represented by its duly authorized representative. Such duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he or she represents as that corporation could exercise if it were our individual shareholder.

The quorum for a separate general meeting of the holders of a separate class of shares is described in “Modification of Rights” below.

Voting Rights Attaching to the Shares

Subject to any rights or restrictions attached to any shares, at any general meeting every holder of Class A ordinary shares who is present in person (or, in the case of a holder of Class A ordinary shares being a corporation, by its duly authorized representative) or by proxy shall have one vote and on a poll every holder of Class A ordinary shares present in person (or, in the case of a holder of Class A ordinary shares being a corporation, by its duly appointed representative) or by proxy shall have one vote for each Class A ordinary shares which such person is the holder. Voting at any meeting of the holder of Class A ordinary shares is by show of hands unless a poll is demanded. A poll may be demanded by the chairman or any other shareholder present in person or by proxy or (in the case of a member being a corporation, by its duly authorized representative).

Any ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast at a meeting of our shareholders, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast at a meeting of our shareholders. Holders of our Class A ordinary shares may by ordinary resolution, among other things, elect directors, and make alterations of capital. See “— Alteration of Capital.” A special resolution is required for matters such as a change of name. See “— Modification of Rights.”

No shareholder shall be entitled to vote or be reckoned in a quorum, in respect of any share, unless such shareholder is registered as our shareholder at the applicable record date for that meeting.

If a recognized clearing house or a central depository (or its nominee(s)) being a corporation is our shareholder, it may authorize such person or persons as it thinks fit to act as its representative(s) at any meeting or at any meeting of any class of shareholders provided that, if more than one person is so authorized, the authorization shall specify the number and class of shares in respect of which each such person is so authorized. A person authorized pursuant to this provision is entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee(s)) as if such person was the registered holder of our shares held by that clearing house (or its nominee(s)) including the right to vote individually on a show of hands.

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Protection of Minority Shareholders

The Grand Court of the Cayman Islands may, on the application of shareholders holding not less than one fifth of our shares in issue, appoint an inspector to examine our affairs and report thereon in a manner as the Grand Court shall direct.

Any shareholder of a company may petition the court which may make a winding up order if the court is of the opinion that it is just and equitable that the company should be wound up or, as an alternative to a winding up order, (a) an order regulating the conduct of the company’s affairs in the future, (b) an order requiring the company to refrain from doing or continuing an act complained of by the shareholder petitioner or to do an act which the shareholder petitioner has complained it has omitted to do, (c) an order authorizing civil proceedings to be brought in the name and on behalf of the company by the shareholder petitioner on such terms as the court may direct, or (d) an order providing for the purchase of the shares of any shareholders of the company by other shareholders or by the company itself and, in the case of a purchase by the company itself, a reduction of the company’s capital accordingly.

Claims against us by our shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by our memorandum and articles of association.

The Cayman Islands courts ordinarily would be expected to follow English case law precedents that permit a minority shareholder to commence a representative action against, or derivative actions in our name to challenge (1) an act which is ultra vires or illegal, (2) an act which constitutes a fraud against the minority and the wrongdoers are themselves in control of us, and (3) an irregularity in the passing of a resolution which requires a qualified (or special) majority.

Pre-emption Rights

There are no pre-emption rights applicable to the issuance of new shares under either Cayman Islands law or our amended and restated memorandum and articles of association.

Liquidation Rights

Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares, if our company shall be wound up the liquidator may, with the sanction of a Special Resolution of our company and any other sanction required by the Companies Law, divide among the shareholders in kind the whole or any part of the assets of our company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the shareholders as the liquidator, with the like sanction, shall think fit, but so that no shareholders shall be compelled to accept any asset upon which there is a liability. If our company shall be wound up, and the assets available for distribution among the shareholders as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. And if winding up the assets available for distribution among the shareholders shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively.

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Modification of Rights

Except with respect to alteration of our share capital (as described below) and the location of our registered office, alterations to our memorandum and articles of association may only be made by special resolution of no less than two-thirds of votes cast at a meeting of the shareholders.

Subject to the Companies Law, all or any of the special rights attached to any class, unless otherwise provided for by the terms of issue of the shares of that class, may be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. The provisions of our articles of association relating to general meetings shall apply mutatis mutandis to every such separate general meeting, but so that the quorum for the purposes of any such separate general meeting other than an adjourned meeting shall be a person or persons together holding, or represented by proxy, on the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class, every holder of shares of the class shall be entitled on a poll to one vote for every such share held by such holder and that any holder of shares of that class present in person or by proxy may demand a poll.

The special rights conferred upon the holders of any class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

Alteration of Capital

We may from time to time by ordinary resolution in accordance with the Companies Law alter the conditions of our Memorandum of Association to:

• increase our capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

• consolidate and divide all or any of our capital into shares of larger amount than our existing shares;

• divide our shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by our company in general meeting, as the directors may determine;

• sub-divide our shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the Companies Law); or

• cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person.

We may, by special resolution, subject to any confirmation or consent required by the Companies Law, reduce our share capital or any capital redemption reserve fund in any manner authorized by the Companies Law.

Transfer of Shares

Subject to any applicable restrictions set forth in our amended and restated articles of association, including in respect of the Class B ordinary shares, any of our shareholders may transfer all or any of his or her shares by an instrument of transfer in the usual or common form or a form prescribed by the Designated Stock Exchange (as defined in the amended and restated articles of association) or in any other form which our directors may approve.

Our board of directors may, or the Board, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not

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approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share) on which our company has a lien. Without limiting the generality of the last sentence, the Board may decline to recognize any instrument of transfer unless:

• a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to our company in respect thereof;

• the instrument of transfer is in respect of only one class of share;

• the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

• if applicable, the instrument of transfer is duly and properly stamped.

If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers of shares may be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers of shares shall not be suspended nor the register closed for more than thirty (30) days in any year.

Share Repurchase

We are empowered by the Companies Law and our amended and restated articles of association to purchase our own shares, subject to certain restrictions. Our directors may only exercise this power on our behalf, subject to the Companies Law, our amended and restated memorandum and articles of association and to any applicable requirements imposed from time to time by the Designated Stock Exchange and/or the SEC.

Dividends

Subject to the Companies Law and to our amended and restated articles of association, the board of directors may from time to time declare dividends in any currency. Dividends may be declared or paid out of our profits (realised or unrealised) and reserves lawfully available for distribution, including share premium.

Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of our amended and restated articles of association as paid up on the share; and all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

Our board of directors may from time to time pay to our shareholders such interim dividends as appear to the directors to be justified by our profits, and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of our company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of our company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and may also pay any fixed dividend which is payable on any shares of our company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.

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Our board of directors may retain any dividends or other monies payable on or in respect of a share upon which we have a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. Our board of directors may also deduct from any dividend or other monies payable to any shareholder all sums of money, if any, presently payable by him or her to us on account of calls, installments or otherwise.

No dividend shall carry interest against us.

Whenever our board of directors has resolved that a dividend be paid or declared on our share capital, the board of directors may further resolve: (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the shares so allotted are to be of the same class as the class already held by the allottee, provided that those of our shareholders entitled thereto will be entitled to elect to receive such dividend, or part thereof, in cash in lieu of such allotment; or (b) that those of our shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as our board of directors may think fit on the basis that the shares so allotted are to be of the same class as the class already held by the allottee. We may upon the recommendation of our board of directors by ordinary resolution resolve in respect of anyone particular dividend that notwithstanding the foregoing a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid without offering any right to our shareholders to elect to receive such dividend in cash in lieu of such allotment.

Any dividend, interest or other sum payable in cash to a holder of shares may be paid by check or warrant sent through the post addressed to the registered address of the shareholder entitled, or in the case of joint holders, to the registered address of the person whose name stands first in our register of shareholders in respect of the joint holding to such person and to such address as the holder or joint holders may in writing direct. Every check or warrant so sent shall be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on our register of shareholders in respect of such shares, and shall be sent at his or their risk and the payment of any such check or warrant by the bank on which it is drawn shall operate as a good discharge to us in respect of the dividend and/or bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement there on has been forged.

Any dividend unclaimed for six years from the date of declaration of such dividend may be forfeited by the board of directors and shall revert to us.

Whenever the Board or our company in general meeting has resolved that a dividend be paid or declared, our board of directors may direct that any dividend be satisfied wholly or in part by the distribution of specific assets of any kind, and in particular of paid up shares, debentures or warrants to subscribe securities of any other company, and where any difficulty arises in regard to such distribution our directors may settle it as they think expedient, and in particular may disregard fractional entitlements, round the same up or down or provide that the same shall accrue to our benefit, and may fix the value for distribution of such specific assets and may determine that cash payments shall be made to any of our shareholders upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to our board of directors.

Untraceable Shareholders

Our company shall have the power to sell, in such manner as the Board thinks fit, any shares of a holder who is untraceable, but no such sale shall be made unless:

• all checks or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period have remained uncashed;

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• so far as it is aware at the end of the relevant period, our company has not at any time during the relevant period received any indication of the existence of a holder who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

• our company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to under the third bullet point above and ending at the expiry of the period referred to in that paragraph.

The net proceeds of the sale will belong to the company and upon receipt by the company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds.

Board of Directors

We are managed by a board of directors which currently consists of nine members, including three independent directors. Our amended and restated articles of association provide that the board of directors shall consist of not less than two (2) directors.

Pursuant to our amended and restated memorandum and articles of incorporation to be adopted with effect following this offering, our board of directors will be divided into three classes. The members of each class will serve staggered three-year terms. Upon expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of the shareholders in the year in which their respective terms expires.

Our shareholders may by ordinary resolution at any time remove any director before the expiration of his period of office notwithstanding anything in the articles of association or in any agreement between us and such director, and may by ordinary resolution elect another person in his stead. Subject to our articles of association, the directors will have power at any time and from time to time to appoint any person to be a director, either as an addition to the existing directors or to fill a casual vacancy but so that the total amount of directors (exclusive of alternate directors) must not at any time exceed the number fixed in accordance with the articles of association. Any person so elected will hold office during such term only as the director in whose place he is elected would have held the same if he had not been removed.

There are no share ownership qualifications for directors.

Meetings of our board of directors may be convened at any time deemed necessary by the secretary or by any member of our board of directors.

A meeting of our board of directors will be competent to make lawful and binding decisions if a majority of the directors are present or represented. At any meeting of our directors, each director, be it by his or her presence or by his or her alternate, is entitled to one vote. A director may vote in respect of any contract or transaction in which he is interested, provided, (a) such director must, if his interest in such contract or arrangement is material, declare the nature of his interest at the earliest meeting of the board at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which we may subsequently make and (b) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the Audit Committee.

Questions arising at a meeting of our board of directors are required to be decided by simple majority votes of the members of our board of directors present or represented at the meeting. In the case of a tie vote, the

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chairman of the meeting shall have a second or deciding vote. Our board of directors may also pass resolutions without a meeting by unanimous written consent.

The remuneration to be paid to the directors shall be such remuneration as the directors shall determine. Such remuneration shall be deemed to accrue from day to day. The directors shall also be entitled to be paid their traveling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the directors, or any committee of the directors, or general meetings of the company, or otherwise in connection with our business.

Under Cayman Islands laws, our directors have a duty of loyalty and must act honestly and in good faith and in our best interests. Our directors also have a duty to exercise the care, diligence, and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duties to us, our directors must ensure compliance with the memorandum and articles of association and the class rights vested thereunder in the holders of the shares. A shareholder may in certain circumstances have rights to damages if a duty owed by the directors is breached.

Issuance of Additional Ordinary Shares or Preferred Shares

Our amended and restated articles of association authorize our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.

Our amended and restated articles of association authorizes our board of directors to establish from time to time one or more series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation:

• the number of shares constituting each such class or series;

• dividend rights, conversion rights, voting powers, full or limited or no voting powers;

• redemption privileges, liquidation preferences; and

• to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by law.

Our board of directors may issue series of preferred shares without action by our shareholders to the extent authorized but unissued. Immediately following this offering we will have 100,000,000 authorized but unissued preferred shares, par value US$0.001 per share. Accordingly, the issuance of preferred shares may adversely affect the rights of the holders of the ordinary shares. In addition, the issuance of preferred shares may be used as an anti-takeover device without further action on the part of the shareholders. We have no immediate plans to issue any preferred shares.

Issuance of preferred shares may dilute the voting power of holders of ordinary shares. Subject to applicable regulatory requirements, our board of directors may issue additional ordinary shares without action by our shareholders to the extent of available authorized but unissued shares. The issuance of additional ordinary shares may be used as an anti-takeover device without further action on the part of the shareholders. Such issuance may dilute the voting power of existing holders of ordinary shares.

The listing maintenance requirements of the New York Stock Exchange, which apply so long as our ADSs are quoted on that market, require shareholder approval of certain issuances of our securities equal to or exceeding 20% of the then outstanding voting power of all our securities or the then outstanding number of our ordinary shares.

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Inspection of Books and Records

Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find More Information.”

Differences in Corporate Law

The Companies Law of the Cayman Islands is modeled after that of the United Kingdom but does not follow recent United Kingdom statutory enactments. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

The Companies Law provides for the merger and consolidation of Cayman Islands companies and Cayman Islands and foreign companies if the merged company or continued company will continue to be a Cayman Islands company. In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement in question is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in-person or by proxy at a meeting, or meetings convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

• the statutory provisions as to majority vote have been complied with;

• the shareholders have been fairly represented at the meeting in question;

• the arrangement is one that a businessman would reasonably approve; and

• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

When a takeover offer is made and accepted by holders of 90% of the shares within four months, the offerer may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands but is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.

If the arrangement and reconstruction are thus approved, any dissenting shareholders would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of U.S. corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholder Suits

Our Cayman Islands counsel is not aware of any reported class action or derivative action having been brought in a Cayman Islands court. In principle, we will normally be the proper plaintiff and a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

• a company is acting or proposing to act illegally or beyond the scope of its authority;

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• the act complained of, although not beyond the scope of its authority, could be effected duly if authorized by more than a simple majority vote which has not been obtained; and

• those who control the company are perpetrating a “fraud on the minority.”

Under Delaware law, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. Delaware law expressly authorizes stockholder derivative suits on the condition that the stockholder either held the stock at the time of the transaction of which the stockholder complains, or acquired the stock thereafter by operation of law and continues to hold it throughout the duration of the suit. An individual may also commence a class action suit on behalf of himself and other similarly situated stockholders where the requirements for maintaining a class action under Delaware law have been met. A plaintiff instituting a derivative suit is required to serve a demand on the corporation before bringing suit, unless such demand would be futile.

Corporate Governance

Cayman Islands laws do not restrict transactions with directors, requiring only that directors exercise a duty of care and owe a fiduciary duty to the companies for which they serve. Under our amended and restated articles of association, subject to any separate requirement for audit committee approval under the applicable rules of the New York Stock Exchange or unless disqualified by the chairman of the relevant board meeting, so long as a director discloses the nature of his interest in any contract or arrangement in which he is interested, such a director may vote in respect of any contract or proposed contract or arrangement in which such director is interested and may be counted in the quorum at such meeting.

Duties of Directors

Under the common law of the Cayman Islands law members of our board of directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty has four essential elements:

• a duty to act in good faith in the best interests of the company;

• a duty not to personally profit from opportunities that arise from the office of director;

• a duty to avoid conflicts of interest; and

• a duty to exercise powers for the purpose for which such powers were intended.

In addition, the Companies Law imposes various duties on officers of a company with respect to certain matters of management and administration of the company and imposes fines on persons who fail to satisfy those requirements. However, in many circumstances, an individual is only liable if he is knowingly guilty of the default or knowingly and willfully authorizes or permits the default.

Interested Directors

The Companies Law does not require a director who is interested in a transaction entered into by a Cayman company to disclose his interest nor does the Companies Law render such director liable to such company for any profit realized pursuant to such transaction. Such an obligation is imposed under our amended and restated articles of association and a director must act in accordance with his duties at common law (as above).

Voting Rights and Quorum Requirements

Under Cayman Islands law, the voting rights of shareholders are regulated by a company’s articles of association and, in certain circumstances, the Companies Law. The articles of association will govern matters

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such as quorum for the transaction of business, rights of shares and majority votes required to approve any action or resolution at a meeting of the shareholders or board of directors. Under the Companies Law, certain matters must be approved by a special resolution, which is defined as two-thirds of the votes cast by shareholders present at a meeting and entitled to vote, or such higher majority as imposed by a company’s articles of association; otherwise, unless the articles of association otherwise provide, the requisite majority is a simple majority of votes cast.

Indemnification

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles of association provide for the indemnification of our directors, auditors and other officers against all losses or liabilities incurred or sustained by him or her as a director, auditor or other officer of our company in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or in which he or she is acquitted provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

Shareholder Proposals

The Companies Law does not provide shareholders any right to bring business before a meeting or requisition a general meeting.

Approval of Corporate Matters by Written Consent

The Companies Law allows a special resolution to be passed in writing if signed by all the shareholders and authorized by the articles of association.

Calling of Special Shareholders Meetings

The Companies Law does not have provisions governing the proceedings of shareholders meetings which are usually provided in the articles of association.

Staggered Board of Directors

The Companies Law does not contain statutory provisions that require staggered board arrangements for a Cayman Islands company. Such provisions, however, may validly be provided for in the articles of association, and we have provided for a staggered board of directors in our articles of association. Pursuant to such provision, one-third of the current members of our board are required to stand for re-election each year.

Issuance of Preferred Shares

The Companies Law allows shares to be, issued with preferred, deferred or other special rights, whether in. regard to dividends, voting, return of share capital or otherwise. Our articles of association provide that the directors may allot, issue, grant options over or otherwise dispose of shares (including fractions of a share) with or without preferred, deferred or other special rights or restrictions, in one or more series, whether with regard to dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption and liquidation preferences or otherwise and to such persons, at such times and on such other terms as they think proper.

Anti-takeover Provisions

The Companies Law does not prevent companies from adopting a wide range of defensive measures, such as staggered boards, blank check preferred stock, removal of directors only for cause and provisions that

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restrict the rights of shareholders to call meetings and submit shareholder proposals. Our articles of association contain the following provisions which may be regarded as defensive measures: (i) a staggered board of directors, (ii) the ability to issue preferred shares and (iii) directors may in their absolute discretion decline to register any transfer of shares (not being a fully paid share) without assigning any reason.

Registration Rights

Upon completion of this offering, certain holders of our ordinary shares and their permitted transferees will be entitled to request that we register our ordinary shares held by them under the Securities Act.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have              outstanding ADSs representing approximately             % of our ordinary shares in issue. All of the ADSs sold in this offering and the ordinary shares they represent will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. Sales or perceived sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs, and while application has been made for the ADSs to be listed on the New York Stock Exchange, we cannot assure you that a regular trading market for our ADSs will develop. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs.

Lock-up Agreements

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any of our ordinary shares or ADSs or securities convertible into or exchangeable or exercisable for any of our ordinary shares or ADSs, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the representatives for a period ending 180 days after the date of this prospectus, except issuances pursuant to the exercise of employee share options outstanding on the date hereof. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representatives waive, in writing, such an extension.

Each of our existing shareholders, including certain of our executive officers and directors, have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of our ordinary shares or ADSs or securities convertible into or exchangeable or exercisable for any of our ordinary shares or ADSs, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our ordinary shares or ADSs, whether any of these transactions are to be settled by delivery of our ordinary shares, ADSs or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representatives for a period ending 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the relevant “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the relevant “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the relevant “lock-up” period, then in either case the expiration of the relevant “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representatives waive, in writing, such an extension.

A total of              of our ordinary shares are subject to the lock-up agreements, among which              shares are held by non-affiliates and will be eligible for sale under Rule 144 of the Securities Exchange Act of 1934, as amended, after the expiration of the 180-day restricted period and              shares are held by affiliates that will be subject to the volume and other restrictions of Rule 144 after the expiration of the 180-day restricted period.

Rule 144

In general, under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially

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owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

In general, under Rule 144, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, a number of shares that does not exceed the greater of:

• 1% of the number of ordinary shares then outstanding, in the form of ADSs or otherwise, which will equal approximately              shares immediately after this offering; or

• the average weekly trading volume of the ADSs representing our ordinary shares on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

Upon completion of this offering, certain holders of our ordinary shares, in the form of ADSs or otherwise, or their transferees will be entitled to request that we register their shares under the Securities Act, following the expiration of the lock-up agreements described above. See “Description of Share Capital— Registration Rights.”

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

JPMorgan Chase Bank, N.A., as depositary will issue the ADSs which you will be entitled to receive in this offering. Each ADS will represent an ownership interest in              Class A ordinary shares which we will deposit with the custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary and registered holders of ADSs on the books of the depositary. In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but which they have not distributed directly to you. Unless specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.

The depositary’s office is located at 4 New York Plaza, New York, NY 10004.

You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADR holder, we will not treat you as a shareholder of ours and you will not have any shareholder rights. Cayman Island law governs shareholder rights. Because the depositary or its nominee will be the shareholder of record for the shares represented by all outstanding ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder. Such rights derive from the terms of the deposit agreement to be entered into among us, the depositary and all registered holders from time to time of ADSs issued under the deposit agreement. The obligations of the depositary and its agents are also set out in the deposit agreement. Because the depositary or its nominee will actually be the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf. The deposit agreement and the ADSs are governed by New York law.

The following is a summary of the material terms of the deposit agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement of which this prospectus forms a part. You may also obtain a copy of the deposit agreement at the SEC’s Public Reference Room which is located at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the attached deposit agreement on the SEC’s website at http://www.sec.gov.

Share Dividends and Other Distributions

How will I receive dividends and other distributions on the shares underlying my ADSs?

We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after converting any cash received into U.S. dollars and, in all cases, making any necessary deductions provided for in the deposit agreement. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.

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Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:

Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered ADR holders, and (iii) deduction of the depositary’s expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.

Shares. In the case of a distribution in shares, the depositary will issue additional ADSs to evidence the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.

Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights. However, if we do not furnish such evidence, the depositary may:

• sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or

• if it is not practicable to sell such rights, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing.

We have no obligation to file a registration statement under the Securities Act in order to make any rights available to ADR holders.

Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.

If the depositary determines that any distribution described above is not practicable with respect to any specific registered ADR holder, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.

Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the depositary in accordance with its then current practices.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders.

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There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

Deposit, Withdrawal and Cancellation

How does the depositary issue ADSs?

The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian and pay the fees and expenses owing to the depositary in connection with such issuance. In the case of the ADSs to be issued under this prospectus, we will arrange with the underwriters named herein to deposit such shares.

Shares deposited in the future with the custodian must be accompanied by certain delivery documentation, including instruments showing that such shares have been properly transferred or endorsed to the person on whose behalf the deposit is being made.

The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates) for the account of the depositary. ADR holders thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are referred to as “deposited securities.”

Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder’s name. An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a certificated ADR be issued.

How do ADR holders cancel an ADS and obtain deposited securities?

When you turn in your ADR certificate at the depositary’s office, or when you provide proper instructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares to you or upon your written order. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.

The depositary may only restrict the withdrawal of deposited securities in connection with:

• temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends;

• the payment of fees, taxes and similar charges; or

• compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

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Record Dates

The depositary may, after consultation with us if practicable, fix record dates for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):

• to receive any distribution on or in respect of shares,

• to give instructions for the exercise of voting rights at a meeting of holders of shares,

• to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR, or

• to receive any notice or to act in respect of other matters,

all subject to the provisions of the deposit agreement.

Voting Rights

How do I vote?

If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the shares which underlie your ADSs. As soon as practicable after receiving notice of any meeting or solicitation of consents or proxies from us, the depositary will distribute to the registered ADR holders a notice stating such information as is contained in the voting materials received by the depositary and describing how you may instruct the depositary to exercise the voting rights for the shares which underlie your ADSs, including instructions for giving a discretionary proxy to a person designated by us. For instructions to be valid, the depositary must receive them in the manner and on or before the date specified. The depositary will try, as far as is practical, subject to the provisions of and governing the underlying shares or other deposited securities, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct. The depositary will not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote.

There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Reports and Other Communications

Will ADR holders be able to view our reports?

The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.

Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof (or English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.

Fees and Expenses

What fees and expenses will I be responsible for paying?

The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances in respect of share distributions, rights and other distributions,

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issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other reason, US$5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to such deposit to pay such charge.

The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADRs or the deposited securities or a distribution of ADSs), whichever is applicable:

• a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;

• a fee of up to US$0.02 per ADS for any cash distribution made pursuant to the deposit agreement;

• a fee of up to US$0.02 per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);

• reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of the depositary’s agents (including without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which charge shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);

• a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;

• stock transfer or other taxes and other governmental charges;

• cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares;

• transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and

• expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary.

Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses and exchange application and listing fees. Neither the depositary nor we can determine the exact amount to be made available to us because (i) the number of ADSs that will be issued and outstanding, (ii) the level of fees to be charged to holders of ADSs and

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(iii) our reimbursable expenses related to the ADR program are not known at this time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide services to any holder until the fees and expenses owing by such holder for those services or otherwise are paid.

Payment of Taxes

ADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. Additionally, if any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private sale) to pay such taxes and distribute any remaining net proceeds to the ADR holders entitled thereto.

By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

Reclassifications, Recapitalizations and Mergers

If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities or (ii) any distributions not made to holders of ADRs or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary may choose to:

• amend the form of ADR;

• distribute additional or amended ADRs;

• distribute cash, securities or other property it has received in connection with such actions;

• sell any securities or property received and distribute the proceeds as cash; or

• none of the above.

If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each ADS will then represent a proportionate interest in such property.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days prior notice of any amendment that imposes or

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increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or otherwise ADR and ADRs, prejudices any substantial existing right of ADR holders. Such notice need not describe in detail the specific amendments effectuated thereby, but must give ADR holders a means to access the text of such amendment. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder is deemed to agree to such amendment and to be bound by the deposit agreement as so amended. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations, which amendment or supplement may take effect before a notice is given or within any other period of time as required for compliance. No amendment, however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable law.

How may the deposit agreement be terminated?

The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination to the registered holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders unless a successor depositary shall not be operating under the deposit agreement within 45 days of the date of such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the 90^th day after our notice of removal was first provided to the depositary. After termination, the depositary’s only responsibility will be (i) to deliver deposited securities to ADR holders who surrender their ADRs, and (ii) to hold or sell distributions received on deposited securities. As soon as practicable after the expiration of six months from the termination date, the depositary will sell the deposited securities which remain and hold the net proceeds of such sales (as long as it may lawfully do so), without liability for interest, in trust for the ADR holders who have not yet surrendered their ADRs. After making such sale, the depositary shall have no obligations except to account for such proceeds and other cash.

Limitations on Obligations and Liability to ADR holders

Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs

Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof, and from time to time, we or the depositary or its custodian may require:

• payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and (iii) any applicable fees and expenses described in the deposit agreement;

• the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and

• compliance with such regulations as the depositary may establish consistent with the deposit agreement.

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The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdrawal shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or our transfer books or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.

The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents. Neither we nor the depositary nor any such agent will be liable if:

• any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, the People’s Republic of China or any other country, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism or other circumstance beyond our, the depositary’s or our respective agents’ control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or our respective agents (including, without limitation, voting);

• it exercises or fails to exercise discretion under the deposit agreement or the ADR;

• it performs its obligations under the deposit agreement and ADRs without gross negligence or bad faith;

• it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information; or

• it relies upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADRs or otherwise related to the deposit agreement or ADRs to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of deposited securities or otherwise. Furthermore, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A.

Additionally, none of us, the depositary or the custodian shall be liable for the failure by any registered holder of ADRs or beneficial owner therein to obtain the benefits of credits on the basis of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability. Neither we nor the depositary shall incur any liability for any tax consequences that may be incurred by holders or beneficial owners on account of their ownership of ADRs or ADSs.

Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any such vote is cast or for the effect of any such

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vote. Neither the depositary nor any of its agents shall be liable to registered holders of ADRs or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

The depositary may own and deal in any class of our securities and in ADSs.

Disclosure of Interest in ADSs

To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct you to deliver your ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of shares and, by holding an ADS or an interest therein, you will be agreeing to comply with such instructions.

Books of Depositary

The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include the depositary’s direct registration system. Registered holders of ADRs may inspect such records at the depositary’s office at all reasonable times, but solely for the purpose of communicating with other holders in the interest of the business of our company or a matter relating to the deposit agreement. Such register may be closed from time to time, when deemed expedient by the depositary.

The depositary will maintain facilities for the delivery and receipt of ADRs.

Pre-release of ADSs

In its capacity as depositary, the depositary shall not lend shares or ADSs; provided, however, that the depositary may (i) issue ADSs prior to the receipt of shares and (ii) deliver shares prior to the receipt of ADSs for withdrawal of deposited securities, including ADSs which were issued under (i) above but for which shares may not have been received (each such transaction a “pre-release”). The depositary may receive ADSs in lieu of shares under (i) above (which ADSs will promptly be canceled by the depositary upon receipt by the depositary) and receive shares in lieu of ADSs under (ii) above. Each such pre-release will be subject to a written agreement whereby the person or entity (the “applicant”) to whom ADSs or shares are to be delivered (a) represents that at the time of the pre-release the applicant or its customer owns the shares or ADSs that are to be delivered by the applicant under such pre-release, (b) agrees to indicate the depositary as owner of such shares or ADSs in its records and to hold such shares or ADSs in trust for the depositary until such shares or ADSs are delivered to the depositary or the custodian, (c) unconditionally guarantees to deliver to the depositary or the custodian, as applicable, such shares or ADSs, and (d) agrees to any additional restrictions or requirements that the depositary deems appropriate. Each such pre-release will be at all times fully collateralized with cash, U.S. government securities or such other collateral as the depositary deems appropriate, terminable by the depositary on not more than five (5) business days’ notice and subject to such further indemnities and credit regulations as the depositary deems appropriate. The depositary will normally limit the number of ADSs and shares involved in such pre-release at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The depositary may also set limits with respect to the number of ADSs and shares involved in pre-release with any one person on a case-by-case basis as it deems appropriate. The depositary may retain for its own account any compensation received by it in conjunction with

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the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the registered holders of ADRs (other than the applicant).

Appointment

In the deposit agreement, each registered holder of ADRs and each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:

• be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs, and

• appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

Governing Law

The deposit agreement and the ADRs shall be governed by and construed in accordance with the laws of the State of New York. In the deposit agreement, we have submitted to the jurisdiction of the courts of the State of New York and appointed an agent for service of process on our behalf.

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TAXATION

The following summary of material Cayman Islands, PRC and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Conyers Dill & Pearman, our Cayman Islands counsel.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties that may be applicable on instruments executed in, or brought within, the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

People’s Republic of China Taxation

Under the PRC tax laws effective prior to January 1, 2008, dividends paid to foreign investors by foreign-invested enterprises, such as dividends paid to us by our PRC subsidiaries, were exempt from PRC withholding tax. Under the PRC Corporate Income Tax Law and its implementation rules effective on January 1, 2008, all domestic and foreign-invested companies in China are subject to a uniform corporate income tax at the rate of 25% and dividends from a PRC subsidiary to its foreign parent company are subject to a withholding tax at the rate of 10%, unless such foreign parent company’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax, or the tax is otherwise exempted or reduced pursuant to the PRC tax laws.

Under the PRC Corporate Income Tax Law, enterprises organized under the laws of jurisdictions outside China with their “de facto management bodies” located within China are considered PRC resident enterprises and therefore be subject to PRC corporate income tax at the rate of 25% on their worldwide income. Under the implementation rules of the PRC Corporate Income Tax Law, “de facto management bodies” is defined as the bodies that have material and overall management and control over the business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. In addition, the Circular Related to Relevant Issues on the Identification of a Chinese holding Company Incorporated Overseas as a Residential Enterprise under the Criterion of De Facto Management Bodies Recognizing issued by the State Administration of Taxation on April 22, 2009 provides that a foreign enterprise controlled by a PRC company or a PRC company group will be classified as a “resident enterprise” with its “de facto management bodies” located within China if the following requirements are satisfied: (i) the senior management and core management departments in charge of its daily operations function mainly in the PRC; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (iv) more than half of the enterprise’s directors or senior management with voting rights reside in the PRC.

The PRC Corporate Income Tax Law and its implementation rules are relatively new and ambiguities exist with respect to the interpretation of the provisions relating to resident enterprise issues. Although our offshore holding companies are not controlled by any PRC company or company group, we cannot assure you that we will not be deemed to be a PRC resident enterprise under the PRC Corporate Income Tax Law. If we are deemed to be a PRC resident enterprise, we will be subject to PRC corporate income tax at the rate of 25% on our worldwide income. In that case, however, dividend income we receive from our PRC subsidiaries may be

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exempt from PRC corporate income tax because the PRC Corporate Income Tax Law and its implementation rules generally provide that dividends received by a PRC resident enterprise from its directly invested entity that is also a PRC resident enterprise is exempt from corporate income tax. However, as there is still uncertainty as to how the PRC Corporate Income Tax Law and its implementation rules will be interpreted and implemented, we cannot assure you that we are eligible for such PRC corporate income tax exemptions or reductions.

In addition, the PRC Corporate Income Tax Law and its implementation rules are relatively new and ambiguities exist with respect to the interpretation of the provisions relating to identification of PRC-sourced income. If we are deemed to be a PRC resident enterprise, dividends distributed to our non-PRC entity investors by us, or the gain our non-PRC entity investors may realize from the transfer of our ordinary shares or ADSs, may be treated as PRC-sourced income and therefore be subject to a 10% PRC withholding tax pursuant to the PRC Corporate Income Tax Law. If we became a PRC resident enterprise under the new PRC tax system and received income other than dividends, our profitability and cash flows would be adversely impacted due to our worldwide income being taxed in China under the PRC Corporate Income Tax Law.

United States Federal Income Taxation

The following is a summary of the material United States federal income tax considerations relating to the acquisition, ownership, and disposition of our ADSs or ordinary shares by a U.S. Holder (as defined below) that will hold ADSs or ordinary shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code. This summary is based upon existing United States federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual investment circumstances, including investors subject to special tax rules (for example, financial institutions, insurance companies, broker-dealers, partnerships and their partners, and tax-exempt organizations (including private foundations)), holders who are not U.S. Holders, holders who own (directly, indirectly, or constructively) 10% or more of our voting stock, investors that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, or investors that have a functional currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not discuss any non-United States, state, or local tax considerations. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local, and non-United States income and other tax considerations of an investment in ADSs or ordinary shares.

General

For purposes of this summary, a “U.S. Holder” is a beneficial owner of our ADSs or ordinary shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the law of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under the United States Internal Revenue Code.

If a partnership is a beneficial owner of our ADSs or ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If a U.S. Holder is a partner of a partnership holding our ADSs or ordinary shares, the U.S. Holder is urged to consult its tax advisor regarding an investment in our ADSs or ordinary shares.

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For United States federal income tax purposes, a U.S. Holder of ADSs will be treated as the owner of the underlying shares represented by the ADSs.

Passive Foreign Investment Company Considerations

A non-U.S. corporation, such as our company, will be classified as a “passive foreign investment company” or a PFIC, for United States federal income tax purposes, if, in the case of any particular taxable year, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of its average quarterly assets (as determined on the basis of fair market value) during such year produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset and the company’s unbooked intangibles are taken into account. A non-U.S. corporation will be treated as owning a proportionate share of the assets and income of any other corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock.

Based on our current income and assets and taking into consideration this offering, we presently do not believe that we should be classified as a PFIC for the current taxable year. While we do not anticipate becoming a PFIC in future taxable years, the composition of our income and our assets will be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. Under circumstances where we determine not to deploy significant amounts of cash to (i) fund the development of our company-owned brokerage services business; (ii) fund the development of our company-owned sales offices, (iii) invest and upgrade our information and operations systems; or (iv) fund general corporate purposes, our risk of becoming classified as a PFIC may substantially increase.

In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our anticipated market capitalization following the close of this offering. Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may be or become classified as a PFIC for the current or one or more future taxable years. Further, while we believe our classification methodology and valuation approach is reasonable, it is possible that the Internal Revenue Service may challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result in our company being or becoming classified as a PFIC for the current or one or more future taxable years. If we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or ordinary shares.

Because PFIC status is a fact-intensive determination made on an annual basis, no assurance can be given that we are not or will not become classified as a PFIC, and our PFIC status will depend on whether we continue to follow our capital expenditure plans and the continued existence of goodwill. The discussion below under “Dividends” and “Sale or Other Disposition of ADSs or Ordinary Shares” is written on the basis that we will not be classified as a PFIC for United States federal income tax purposes. The U.S. federal income tax rules that apply if we are classified as a PFIC for our 2010 or subsequent taxable years are generally discussed below under “Passive Foreign Investment Company Rules.”

Dividends

Any cash distributions (including the amount of any PRC tax withheld) paid on our ADSs or ordinary shares out of our earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be treated as a “dividend” for United States federal income tax purposes. For taxable years beginning before January 1, 2011, a non-corporate recipient of dividend income generally will be subject to tax on dividend income from a “qualified foreign corporation” at a maximum United States federal tax rate of 15% rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period requirements are met. A non-United States corporation (other than a corporation that is classified as a PFIC for

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the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (ii) with respect to any dividend it pays on stock (or ADSs in respect of such stock) which is readily tradable on an established securities market in the United States. We have applied to list the ADSs on the New York Stock Exchange. Provided the listing is approved, the ADSs are expected to be readily tradable on the New York Stock Exchange, which is an established securities market in the United States. In the event that we are deemed to be a PRC resident enterprise under the PRC Corporate Income Tax Law, we may be eligible for the benefits of the United States-PRC income tax treaty. See “Taxation — Peoples’ Republic of China Taxation.” If we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by the ADSs, would be eligible for the reduced rates of taxation. In the event that we are deemed to be a PRC resident enterprise under the PRC Corporate Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid on our ADSs. Dividends received on our ADSs or ordinary shares will not be eligible for the dividends received deduction allowed to corporations.

Dividends generally will be treated as income from foreign sources for United States foreign tax credit purposes. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on ADSs. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld, may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which such holder elects to do so for all creditable foreign income taxes.

Sale or Other Disposition of ADSs or Ordinary Shares

A U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or ordinary shares. Any capital gain or loss will be long-term if the ADSs or ordinary shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. In the event that gain from the disposition of the ADSs or ordinary shares is subject to tax in the PRC, a U.S. Holder that is eligible for the benefits of the income tax treaty between the United States and the PRC may elect to treat the gain as PRC source income. See “Taxation — Peoples’ Republic of China Taxation.” The deductibility of a capital loss may be subject to limitations.

Passive Foreign Investment Company Rules

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ADSs or ordinary shares), and (ii) any gain realized on the sale or other disposition, including a pledge, of ADSs or ordinary shares. Under the PFIC rules, if a U.S. Holder receives any such excess distribution or realizes any such gain, the:

• excess distribution or realized gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares;

• amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (a “pre-PFIC” year) will be taxable as ordinary income;

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• amount allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to you for that year; and

• interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than the current taxable year or a pre-PFIC year.

If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, you would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, and unless the U.S. Holder makes a mark-to-market election (as described below), we will continue to be treated as a PFIC with respect to such holder for all subsequent years during which such holder holds the ADSs or ordinary shares, unless we cease to be a PFIC and such holder makes a “deemed sale” election or, in certain circumstances, a “deemed dividend” election with respect to the ADSs or ordinary shares, as applicable. If a deemed sale election is made, the U.S. Holder will be deemed to have sold the ADSs or ordinary shares held by such holder at their fair market value and any gain from such deemed sale would be subject to the PFIC rules described above. If a deemed dividend election is made, the U.S. Holder must include in income as a dividend its pro rata share of certain earnings and profits of our company, and such deemed dividend would be treated as an excess distribution for purposes of the PFIC rules described above. After the deemed sale election or deemed dividend election, so long as we do not become a PFIC in a subsequent taxable year, the U.S. Holder’s ADSs or ordinary shares with respect to which such election was made will not be treated as shares in a PFIC.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election, provided that the listing on the New York Stock Exchange is approved and that the ADSs are regularly traded. We anticipate that our ADSs should qualify as being regularly traded, but no assurances may be given in this regard. If a U.S. Holder makes this election, the holder will generally (i) include as income for each taxable year the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as a loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but only to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC.

Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, you may continue to be subject to the PFIC rules with respect to your indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States federal income tax purposes.

The “QEF election,” which serves as a further alternative to the foregoing rules, is not available (as set forth below). Subject to certain limitations, a United States person may make a “qualified electing fund” election, or QEF election, with respect to its investment in a PFIC in which the United States person owns shares (directly or indirectly) of the PFIC. If a QEF election is made by a U.S. Holder for the first year in which such U.S. Holder owns shares (directly or indirectly) of the PFIC, such U.S. Holder must generally include in income its pro rata share of the ordinary earnings and capital gains of the foreign corporation for each year such corporation meets the income test or the asset test regardless of whether any distributions are made (and will receive a basis increase to reflect such undistributed amounts included in income). A U.S. Holder may elect to defer actual payment of the tax liability arising from certain “non-passive” income until the PFIC makes actual distributions of amounts previously deemed included in such U.S. Holder’s income, subject to an interest charge generally applicable to underpayments of tax on such deferred tax liability. Notwithstanding the foregoing, a U.S. Holder may be required to report taxable income as a result of the QEF election without corresponding receipts of cash.

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No portion of any such ordinary earnings inclusions would be eligible for the reduced 15% tax rate on individuals in respect of “qualified dividends.” A QEF election will only be possible for a U.S. Holder if the PFIC furnishes such U.S. Holder with a statement, including in it the U.S. Holder’s share of the PFIC’s ordinary earnings and net capital gain. Since the company does not intend to provide the information necessary to enable a U.S. Holder to make a QEF election, the QEF election will not be available to U.S. Holders.

If a U.S. Holder owns our ADSs or ordinary shares during any taxable year that we are a PFIC, the holder must file an annual Internal Revenue Service Form 8621. In the case of a U.S. Holder who has held ADSs or ordinary shares during any taxable year in respect of which we were classified as a PFIC and continues to hold such ADSs or ordinary shares (or any portion thereof) and has not previously determined to make a mark-to- market election, and who is now considering making a mark-to-market election, special tax rules may apply relating to purging the PFIC taint of such ADSs or ordinary shares.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated in the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands because of the following benefits:

• political and economic stability;

• an effective judicial system;

• a favorable tax system;

• the absence of exchange control or currency restrictions; and

• the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

• The Cayman Islands has a less developed body of securities laws as compared to that of the United States and these securities laws provide significantly less protection to investors; and

• The Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders be arbitrated.

Almost all of our assets are located in China. A majority of our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States. We appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Conyers Dill & Pearman, our counsel as to the laws of the Cayman Islands, and Jun He Law Offices, our counsel as to Chinese law, have advised us respectively that there is uncertainty as to whether the courts of the Cayman Islands or China respectively would:

• recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

• entertain original actions brought in the Cayman Islands or China respectively against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Conyers Dill & Pearman has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as debt in the courts of the Cayman Islands under the common law doctrine of obligation. Conyers Dill & Pearman has further advised us that because it is uncertain whether a Cayman Islands court would determine that a U.S. court judgment based on the civil liability provisions of the U.S. federal securities laws is in the nature of a penalty, it is uncertain whether such a liability judgment would be enforceable in the Cayman Islands.

Jun He Law Offices has further advised us that the recognition and enforcement of foreign judgments are provided for under PRC Civil Procedures Law. Under the PRC Civil Procedures Law, courts in China may

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recognize and enforce foreign judgments pursuant to treaties between China and the country where the judgment is rendered or based on reciprocity arrangements for the recognition and enforcement of foreign judgments between jurisdictions. If there are neither treaties nor reciprocity arrangements between China and a foreign jurisdiction where a judgment is rendered, according to the PRC Civil Procedures Law, matters relating to the recognition and enforcement of a foreign judgment in China may be resolved through diplomatic channels. China does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States or the Cayman Islands. As a result, it is generally difficult to recognize and enforce in China a judgment rendered by a court in either of these two jurisdictions.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Goldman Sachs (Asia) L.L.C. and Morgan Stanley & Co. International plc are acting as representatives, have severally agreed to purchase, and we and the selling shareholders have agreed to sell to them, the number of ADSs indicated in the table below. Goldman Sachs (Asia) L.L.C.’s address is 68^th Floor, Cheung Kong Centre, 2 Queen’s Road, Central, Hong Kong. Morgan Stanley & Co. International plc’s address is 25 Cabot Square, Canary Wharf, London E14 4QA.

Underwriter	Number of ADSs
Goldman Sachs (Asia) L.L.C.
Morgan Stanley & Co. International plc
William Blair & Company L.L.C.
Oppenheimer & Co. Inc.
Total

The underwriters are offering the ADSs subject to their acceptance of the ADSs from us and the selling shareholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated. The underwriters are obligated to take and pay for all of the ADSs offered by this prospectus if any such ADSs are taken. However, the underwriters are not required to take or pay for the ADSs covered by the underwriters’ option described below.

We and the selling shareholders have agreed to indemnify the underwriters against, or to contribute to payments the underwriters may be required to make in respect of, liabilities arising out of an untrue or allegedly untrue statement of a material fact contained in the registration statement, prospectus and other offering documents, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading provided that such liabilities do not arise in reliance upon written information furnished to us by the underwriters expressly for use in the aforementioned documents.

The representatives have advised us and the selling shareholders that the underwriters propose initially to offer the ADSs to the public at the initial public offering price on the cover page of this prospectus and to dealers at that price less a concession not in excess of US$             per ADS. No further discount will be allowed to dealers or re-allowed by dealers to other dealers. After the initial public offering, the public offering price, concession and discount may be changed.

The following table shows the per ADS and total underwriting discounts and commissions to be paid by us and the selling shareholders in connection with this offering. The amounts in the following table are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional ADSs as described below.

	Per ADS		Total
	Option Not Exercised	Option Exercised	Option Not Exercised	Option Exercised
Underwriting Discounts and Commissions paid by us	US$	US$	US$	US$
Expenses payable by us	US$	US$	US$	US$
Underwriting Discounts and Commissions paid by selling shareholders	US$	US$	US$	US$

The selling shareholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of              additional ADSs at the initial public

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offering price listed on the cover page of this prospectus, less underwriters discounts and commissions. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase additional ADSs approximately proportionate to each underwriter’s initial amount reflected in the table above.

The offering is being conducted in accordance with the applicable provisions of Rule 2720 of the National Association of Securities Dealers, Inc. Conduct Rules because an affiliate of Goldman Sachs (Asia) L.L.C., one of the underwriters, owns 10% or more of our ordinary shares. Rule 2720 requires that a “qualified independent underwriter” (as such term is defined by Rule 2720) participates in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence. Accordingly, Morgan Stanley & Co. International plc is assuming the responsibilities of acting as the qualified independent underwriter in this offering. Morgan Stanley & Co. International plc is not entitled to any compensation in its capacity as the qualified independent underwriter. We have agreed to indemnify Morgan Stanley & Co. International plc in its capacity as qualified independent underwriter against liabilities under the Securities Act, or contribute to payments that it may be required to make in that respect.

We have agreed that we will not offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, right or warrant to purchase, make any short sale, file a registration statement with respect to, or otherwise dispose of (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership interests) any of our ADSs or ordinary shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ADSs or ordinary shares without the prior written consent of the representatives for a period ending 180 days after the date of this prospectus, except issuances pursuant to the exercise of employee share options outstanding on the date hereof. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 15-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 17-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representatives waive, in writing, such an extension.

Each of our existing shareholders, including certain of our executive officers and directors have agreed that they will not offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, right or warrant to purchase, make any short sale, file a registration statement with respect to, or otherwise dispose of (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership interests) any of our ADSs or ordinary shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ADSs or ordinary shares (in each case other than pursuant to a bona fide gift by an individual to a donee, a sale or transfer by an entity to an affiliate or an open-market purchase) without the prior written consent of the representatives for a period ending 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the relevant “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the relevant “lock-up” period, we announce that we will release earnings results during the 15-day period beginning on the last day of the relevant “lock-up” period, then in either case the expiration of the relevant “lock-up” will be extended until the expiration of the 17-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representatives waive, in writing, such an extension.

We have applied to have our ADSs listed on the New York Stock Exchange under the symbol “CTC.”

In connection with the listing of the ADSs on the New York Stock Exchange, the underwriters have undertaken to sell our ADSs at a minimum price of at least US$4.00 per share, in round lots of 100 shares or more to a minimum of 400 beneficial owners in the United States and to sell these shares in a manner such that

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we will have more than 1,100,000 publicly held shares outstanding in the United States with an aggregate market value of at least US$40 million and a global market capitalization of at least US$150 million.

Before this offering, there has been no public market for our ordinary shares or ADSs. The initial public offering price was determined through negotiations among us and the representatives. Among the factors considered in determining the initial public offering price are our future prospects and those of our industry in general, our sales, earnings, certain other financial and operating information in recent periods, the price-earnings ratios, price-sales ratios and market prices of securities and certain financial and operating information of companies engaged in activities similar to ours.

An active trading market for the ADSs may not develop. It is also possible that after the offering the ADSs will not trade in the public market at or above the initial public offering price.

Until the distribution of the ADSs is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our ADSs. However, the representatives, or any person acting for them, on behalf of the underwriters, may engage in transactions that stabilize the price of the ADSs, such as bids or purchases to peg, fix or maintain that price.

In connection with the offering, the underwriters may purchase and sell our ADSs in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional ADSs in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the option to purchase additional ADSs. “Naked” short sales are sales in excess of the option to purchase additional ADSs. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our ADSs in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of ADSs made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our ADSs or preventing or retarding a decline in the market price of our ADSs. As a result, the price of our ADSs may be higher than the price that might otherwise exist in the open market.

Neither we nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the ADSs. In addition,

neither we nor any of the underwriters makes any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

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In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, the representatives will be facilitating internet distribution for this offering to certain of their respective internet subscription customers. An electronic prospectus may be made available on the internet website maintained by one or more of the representatives. Other than the prospectus in electronic format, the information contained on, or that may be accessed through, the web site of any of the representatives is not part of this prospectus.

Some of the underwriters and their affiliates have engaged and may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates.

Goldman Sachs Strategic Investments (Asia) L.L.C., an affiliate of Goldman Sachs (Asia) L.L.C., purchased, after giving effect to our 10-for-1 share split effected January 4, 2010, 200,000,000 of our Series A preferred shares for a consideration of US$22.0 million pursuant to a Stock Purchase Agreement dated December 19, 2005. All of our issued and outstanding Series A convertible preferred shares will automatically convert into 61,108,179 Class A and 80,502,938 Class B ordinary shares, at a conversion rate then in effect, upon completion of this offering. Under our amended and restated memorandum and articles of association, as the holder of a majority of our outstanding Series A convertible preferred shares, Goldman Sachs Strategic Investments (Asia) L.L.C. is entitled to appoint two directors to our board of directors. Two of our former directors, Messrs. David Chou and Jin-Song Chen, are employees of Goldman Sachs (Asia) L.L.C. Messrs. Chou and Chen resigned from our board of directors on January 4, 2010, and upon completion of this offering, Goldman Sachs Strategic Investments (Asia) L.L.C.’s rights to appoint any directors to our board of directors will terminate.

Selling Restrictions

European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive, each, a relevant member state, with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state, or the relevant implementation date. The ADSs may not be offered to the public in that relevant member state prior to the publication of a prospectus in relation to the ADSs that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in the relevant member state, all in accordance with the Prospectus Directive, except that with effect from and including the relevant implementation date, an offer of the ADSs to the public may be made in that relevant member state at any time:

• to legal entities which are authorized or regulated to operate in the financial markets or, if not authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than € 43,000,000; and (iii) an annual net turnover of more than € 50,000,000, as shown in its last annual or combined accounts;

• to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of representatives of the underwriters; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of the above, the expression an “offer of any ADSs to the public” in relation to any ADSs in any relevant member state means the communication in any form and by any means of sufficient

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information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe the ADSs, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression Prospective Directive means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

United Kingdom

Each of the underwriters has represented, warranted and agreed that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act of 2000, or the FSMA) received by it in connection with the issue or sale of any ADSs in circumstances in which section 21(1) of the FSMA does not apply to us; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the ADSs in, from or otherwise involving the United Kingdom. The foregoing shall apply in addition to the restrictions set out under the heading “European Economic Area” above.

Japan

The underwriters will not offer or sell any of our ADSs directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Hong Kong

The ADSs may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

Each underwriter has acknowledged that this prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the underwriter has represented and agreed that it has not offered or sold any ADSs or caused the ADSs to be made the subject of an invitation for subscription or purchase and will not offer or sell the ADSs or cause the ADSs to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

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Note: Where the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the ADSs pursuant to an offer made under Section 275 except:

(1) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

(2) where no consideration is or will be given for the transfer; or

(3) where the transfer is by operation of law.

Cayman Islands

This prospectus does not constitute a public offer of the ADSs or ordinary shares, whether by way of sale or subscription, in the Cayman Islands. Each underwriter has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, any ADSs or ordinary shares in the Cayman Islands.

General

No action may be taken in any jurisdiction other than the United States that would permit a public offering of the ADSs or the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with the ADSs may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

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EXPENSES RELATING TO THIS OFFERING

The following table sets forth the main estimated expenses in connection with this offering, other than the underwriting discounts and commissions, which we will be required to pay:

Securities and Exchange Commission registration fee	US$
FINRA filing fee
NYSE listing fee
Legal fees and expenses
Accounting fees and expenses
Printing fees
Other fees and expenses
Total	US$

All amounts are estimated, except the Securities and Exchange Commission registration fee, the NYSE listing fee and the FINRA filing fee.

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LEGAL MATTERS

The validity of the ADSs and certain other legal matters with respect to U.S. federal and New York law will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP. Certain legal matters with respect to U.S. federal and New York law in connection with this offering will be passed upon for the underwriters by Latham & Watkins. The validity of our ordinary shares represented by the ADSs offered in this offering will be passed upon for us by Conyers Dill & Pearman. Legal matters as to Chinese law will be passed upon for us by Jun He Law Offices and for the underwriters by Commerce & Finance Law Offices. Skadden, Arps, Slate, Meagher & Flom LLP may rely upon Conyers Dill & Pearman with respect to matters governed by the laws of the Cayman Islands and upon Jun He Law Offices with respect to matters governed by Chinese law. Latham & Watkins may rely upon Commerce & Finance Law Offices with respect to matters governed by Chinese law.

EXPERTS

Our consolidated financial statements as of December 31, 2007 and 2008 and September 30, 2009 and for each of the two years in the period ended December 31, 2008 and for the nine months ended September 30, 2009 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Zhong Tian CPAs Limited Company, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The offices of PricewaterhouseCoopers Zhong Tian CPAs Limited Company are located at 26/F Office Tower A, Beijing Fortune Plaza, 7 Dongsanhuan Zhong Road, Chaoyang District, Beijing 100020, the People’s Republic of China.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission a registration statement (including relevant exhibits and schedules) on Form F-1 (File No. 333-            ) under the Securities Act with respect to our Class A ordinary shares and a registration statement on Form F-6 (File No. 333-            ) under the Securities Act with respect to our ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and our ordinary shares and ADSs. Information regarding the contents of contracts or other documents described in this prospectus is not necessarily complete and you should refer to the actual contracts and documents filed as exhibits to the registration statement for more detailed and complete information.

Immediately upon completion of this offering we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements and annual reports to shareholders, and Section 16 short-swing profit and related reporting for our officers and directors and for holders of more than 10% of our Class A ordinary shares. The registration statement, reports and other information so filed can be inspected and copied at the public reference facility maintained by the SEC at 100 F. Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility.

Our SEC filings will also be available to the public on the SEC’s internet website at http://www.sec.gov.

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IFM INVESTMENTS LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2007 AND 2008 AND AS OF SEPTEMBER 30, 2009	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER  31, 2007 AND 2008 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND 2009	F-4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2008 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER  31, 2007 AND 2008 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND 2009	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2008 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND 2009	F-7 – F-43

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

IFM Investments Limited:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of shareholders’ deficit and of cash flows present fairly, in all material respects, the financial position of IFM Investments Limited and its subsidiaries (collectively, the “Company”) at December 31, 2007 and 2008 and September 30, 2009, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2008, and the nine months ended September 30, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers Zhong Tian CPAs Limited Company

Beijing, the People’s Republic of China

November 16, 2009, except for Notes 22(d), (e), (f), which are as of January 5, 2010

F-2

IFM INVESTMENTS LIMITED

Consolidated Balance Sheets as of December 31, 2007 and 2008 and as of September 30, 2009

(in thousands, except par value)

	December 31,				September 30,
	2007     RMB		2008     RMB		2009     RMB		2009     US$		2009     RMB		2009     US$
							(Note 2(c))				(Note 2(c))
									Pro-forma (Note 16) (unaudited)
ASSETS
Current assets:
Cash and cash equivalents	331,216		176,977		263,176		38,554		263,176		38,554
Restricted cash	14,497		17,213		21,565		3,159		21,565		3,159
Accounts receivable, net	9,965		13,633		60,030		8,794		60,030		8,794
Amounts due from related parties	44,068		38,110		6,210		910		6,210		910
Prepaid expenses and other current assets	28,677		19,877		20,104		2,945		20,104		2,945
Total current assets	428,423		265,810		371,085		54,362		371,085		54,362
Non-current assets:
Investment in associates	3,367		1,042		849		124		849		124
Property and equipment, net	42,467		42,954		41,076		6,017		41,076		6,017
Intangible assets, net	26,317		29,796		28,318		4,148		28,318		4,148
Goodwill	3,537		9,281		9,281		1,360		9,281		1,360
Other non-current assets	9,076		12,012		12,183		1,785		12,183		1,785
Total assets	513,187		360,895		462,792		67,796		462,792		67,796
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	8,809		6,904		10,382		1,521		10,382		1,521
Accrued expenses and other current liabilities	52,234		53,597		97,450		14,276		97,450		14,276
Amounts due to related parties	43,493		34,015		253		37		253		37
Deferred revenue	32,397		5,396		6,324		926		6,324		926
Deferred tax liabilities	-		533		-		-		-		-
Total current liabilities	136,933		100,445		114,409		16,760		114,409		16,760
Long-term deposits payable	8,511		10,573		8,874		1,300		8,874		1,300
Deferred tax liabilities	203		338		377		55		377		55
Total liabilities	145,647		111,356		123,660		18,115		123,660		18,115
Commitments and contingencies (Note 19)
Convertible redeemable preferred shares (US$0.001 par value, 305,254, 311,367 and 311,367 shares authorized, issued and outstanding, with redemption value of RMB547,379, RMB566,470 and RMB566,470 as of December 31, 2007 and 2008 and as of September 30, 2009, respectively) (none outstanding on a pro-forma basis as of September 30, 2009 (unaudited))	469,971		501,892		514,162		75,322		-		-
Shareholders’ (deficit) equity:
Class A ordinary shares (US$0.001 par value, 1,003,609, 1,013,747 and 1,013,747 shares authorized as of December 31, 2007, 2008 and as of September 30, 2009; 260,000 shares issued and outstanding as of December 31, 2007 and 2008 and as of September 30, 2009; 3,133,000 shares authorized, 418,339 shares issued and outstanding on a pro-forma basis (unaudited) as of September 30, 2009)	2,152		2,152		2,152		315		3,233		473
Class B ordinary shares (none outstanding as of December 31, 2007, 2008 and as of September 30, 2009; 100,000 shares authorized, 80,503 shares issued and outstanding on a pro-forma basis (unaudited) as of September 30, 2009)	-		-		-		-		550		81
Additional paid-in capital	28,537		13,508		2,496		366		515,027		75,449
Accumulated deficit	(135,695	)	(268,013	)	(179,680	)	(26,322	)	(179,680	)	(26,322	)
Total IFM Investments Limited shareholders’ (deficit) equity	(105,006	)	(252,353	)	(175,032	)	(25,641	)	339,130		49,681
Non-controlling interest	2,575		-		2		-		2		-
Total shareholders’ (deficit) equity	(102,431	)	(252,353	)	(175,030	)	(25,641	)	339,132		49,681
Total liabilities, convertible redeemable preferred shares and shareholders’ (deficit) equity	513,187		360,895		462,792		67,796		462,792		67,796

The accompanying notes are an integral part of these consolidated financial statements.

F-3

IFM INVESTMENTS LIMITED

Consolidated Statements of Operations for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 (unaudited) and 2009

(in thousands, except per share data)

	Year Ended December 31,				Nine Months Ended September 30,
	2007     RMB		2008     RMB		2008     RMB		2009     RMB		2009     US$
					(unaudited)				(Note 2(c))
Net revenue	189,029		273,359		208,877		443,691		64,998
Costs and expenses:
Commissions and other agent related costs	(82,866	)	(151,550	)	(116,250	)	(197,978	)	(29,003	)
Operating costs	(79,886	)	(146,457	)	(110,889	)	(85,183	)	(12,479	)
Selling, general and administrative expenses	(94,471	)	(102,952	)	(76,456	)	(70,278	)	(10,295	)
Total costs and expenses	(257,223	)	(400,959	)	(303,595	)	(353,439	)	(51,777	)
(Loss) income from operations	(68,194	)	(127,600	)	(94,718	)	90,252		13,221
Interest income	1,708		4,441		2,708		1,575		231
Foreign currency exchange loss	(5,485	)	(5,526	)	(4,458	)	(480	)	(70	)
(Loss) income before income tax and share of associates’ losses	(71,971	)	(128,685	)	(96,468	)	91,347		13,382
Income tax	(394	)	(2,076	)	(1,780	)	(2,821	)	(414	)
Share of associates’ losses	(409	)	(1,126	)	(1,050	)	(193	)	(28	)
Net (loss) income	(72,774	)	(131,887	)	(99,298	)	88,333		12,940
Non-controlling interest	(1,347	)	(431	)	(431	)	-		-
Net (loss) income attributable to IFM Investments Limited	(74,121	)	(132,318	)	(99,729	)	88,333		12,940
Accretion of convertible redeemable preferred shares	(7,247	)	(15,759	)	(11,735	)	(12,269	)	(1,797	)
Income allocated to participating preferred shareholders	-		-		-		(41,451	)	(6,072	)
Net (loss) income attributable to ordinary shareholders	(81,368	)	(148,077	)	(111,464	)	34,613		5,071
Net (loss) income per share, basic	(0.31	)	(0.57	)	(0.43	)	0.13		0.02
Net (loss) income per share, diluted	(0.31	)	(0.57	)	(0.43	)	0.13		0.02
Shares used in calculating net (loss) income per share, basic	260,000		260,000		260,000		260,000		260,000
Shares used in calculating net (loss) income per share, diluted	260,000		260,000		260,000		264,263		264,263

The accompanying notes are an integral part of these consolidated financial statements.

F-4

IFM INVESTMENTS LIMITED

Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2009

(in thousands)

	IFM Investments Limited Shareholders’ Deficit
	Ordinary Shares
	Shares	Amount RMB	Additional Paid-in Capital RMB		Accumulated Deficit RMB		Non-controlling Interest RMB		Total Shareholders’ Deficit RMB
Balance as of January 1, 2007	260,000	2,152	35,740		(61,574	)	1,228		(22,454	)
Net (loss) income	-	-	-		(74,121	)	1,347		(72,774	)
Share-based compensation	-	-	44		-		-		44
Accretion of convertible redeemable preferred shares	-	-	(7,247	)	-		-		(7,247	)
Balance as of December 31, 2007	260,000	2,152	28,537		(135,695	)	2,575		(102,431	)
Net (loss) income	-	-	-		(132,318	)	431		(131,887	)
Share-based compensation	-	-	730		-		-		730
Acquisition of non-controlling interest	-	-	-		-		(3,006	)	(3,006	)
Accretion of convertible redeemable preferred shares	-	-	(15,759	)	-		-		(15,759	)
Balance as of December 31, 2008	260,000	2,152	13,508		(268,013	)	-		(252,353	)
Net income	-	-	-		88,333		-		88,333
Share-based compensation	-	-	1,257		-		-		1,257
Establishment of a subsidiary	-	-	-		-		2		2
Accretion of convertible redeemable preferred shares	-	-	(12,269	)	-		-		(12,269	)
Balance as of September 30, 2009	260,000	2,152	2,496		(179,680	)	2		(175,030	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

IFM INVESTMENTS LIMITED

Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2008 and

for the nine months ended September 30, 2008 (unaudited) and 2009

(in thousands)

	Year Ended December 31,		Nine Months Ended September 30,
	2007     RMB	2008     RMB	2008     RMB	2009     RMB	2009     US$
			(unaudited)		(Note 2(c))
Cash flows from operating activities:
Net (loss) income	(72,774)	(131,887)	(99,298)	88,333	12,940
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	7,464	16,019	12,175	12,927	1,894
Allowance for doubtful accounts	4,542	5,218	3,413	8,061	1,181
Effects of foreign currency exchange loss	5,977	4,408	4,458	480	70
Share-based compensation	44	730	536	1,257	184
Share of associates’ losses	409	1,126	1,050	193	28
Loss on disposals of property and equipment	256	10,679	3,381	1,592	233
Changes in operating assets and liabilities:
Restricted cash	(7,704)	(2,716)	51	(4,352)	(638)
Accounts receivable	(8,070)	(8,886)	(12,440)	(54,458)	(7,978)
Prepaid expenses and other current assets	(20,300)	8,800	6,364	(227)	(33)
Other non-current assets	(7,297)	(2,936)	(4,508)	(171)	(25)
Deferred tax liabilities	(23)	668	211	(494)	(72)
Accounts payable	7,001	(1,905)	(1,202)	1,232	181
Accrued expenses and other current liabilities	28,707	245	(4,389)	43,853	6,425
Deferred revenue	23,626	(27,001)	(18,729)	928	136
Long-term deposits payable	(579)	2,062	2,590	(1,699)	(249)
Net cash (used in) provided by operating activities	(38,721)	(125,376)	(106,337)	97,455	14,277
Cash flows from investing activities:
Purchases of property and equipment	(42,483)	(23,084)	(19,288)	(8,915)	(1,306)
Purchases of intangible assets	-	(4,500)	(4,500)	-	-
Business combinations, net of cash acquired	-	(10,862)	(10,862)	-	-
Net cash used in investing activities	(42,483)	(38,446)	(34,650)	(8,915)	(1,306)
Cash flows from financing activities:
Repayments of short-term borrowings	(15,288)	-	-	-	-
Proceeds from issuance of preferred shares	324,983	16,162	16,162	-	-
Advances from related parties	1,361	12,454	4,595	31,900	4,673
Repayments of advances from related parties	(3,226)	(15,344)	(12,568)	(34,213)	(5,012)
Net cash provided by (used in) financing activities	307,830	13,272	8,189	(2,313)	(339)
Effects of foreign exchange rate changes on cash and cash equivalents	(5,915)	(3,689)	(4,842)	(28)	(4)
Net increase (decrease) in cash and cash equivalents	220,711	(154,239)	(137,640)	86,199	12,628
Cash and cash equivalents at the beginning of the year/period	110,505	331,216	331,216	176,977	25,926
Cash and cash equivalents at the end of the year/period	331,216	176,977	193,576	263,176	38,554
Supplemental disclosure of cash flows information
Income tax paid	1,194	1,416	1,310	43	6

The accompanying notes are an integral part of these consolidated financial statements.

F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in Renminbi (“RMB”), unless otherwise stated)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

a) Organization and principal activities

IFM Investments Limited (the “Company”) was incorporated in the Cayman Islands on November 30, 2005, by IFM Holding Company Ltd. (“IFM Holding”), a Cayman Islands exempt company. In incorporating the Company, IFM Holding contributed all of its equity interests in IFM Company Ltd. (“IFM Co.”), a Cayman Islands exempt company, to the Company. IFM Holding was a wholly-owned subsidiary of Maxpro International Enterprise, Inc. (“Maxpro”), a New York corporation. Maxpro was 100% owned by Mr. Donald Zhang.

On December 15, 2005, IFM Overseas Partners L.P., a Cayman Islands limited partnership (the “Partnership”) was established and IFM Holding and IFM Overseas Limited became the limited and general partner of the Partnership, respectively. IFM Overseas Limited was 100% owned by Mr. Donald Zhang through Maxpro.

On August 24, 2006, IFM Holding contributed all of its equity interests in the Company to the Partnership in exchange for 80% ownership therein. On the same date, Mr. Harry Lu was admitted to the Partnership as a limited partner with a 20% ownership.

Following the contribution of the Company to the Partnership, on August 24, 2006, Goldman Sachs Strategic Investments (Asia) L.L.C. (“Goldman”) committed to invest US$22.0 million (approximately RMB175.3 million) in the Company in exchange for 200.0 million Series A Preferred Shares.

On August 18, 2006, the Company adopted an Employee Stock Option Plan (the “ESOP”). 40.0 million ordinary shares were reserved and authorized for issuance under the ESOP.

On October 19, 2007, the Company issued 105.3 million Series B Preferred Shares to GL Asia Mauritius II Cayman Limited for US$40.0 million (approximately RMB300.6 million).

On October 19, 2007, the shareholders of the Company approved to amend the ordinary shares reserved under the ESOP to 85.3 million and the ordinary shares authorized under the ESOP to 52.5 million.

On February 21, 2008, the Company issued 6.1 million Series B Preferred Shares to Realogy Corporation (“Realogy”) for US$2.3 million (approximately RMB16.7 million).

As of September 30, 2009, there were 260.0 million ordinary shares (held by Partnership), 200.0 million Series A Preferred Shares (held by Goldman), 111.4 million Series B Preferred Shares (held by GL Asia Mauritius II Cayman Limited and Realogy) issued and outstanding, and 43.8 million outstanding share options. There were 487.5 million ordinary shares reserved for issuance upon conversion of the Series A Preferred Shares, 181.0 million ordinary shares reserved for issuance upon conversion of the Series B Preferred Shares, and 85.3 million ordinary shares reserved for issuance under the ESOP.

The Company’s subsidiaries are principally engaged in franchising the CENTURY 21^® brand name and operation systems to regional sub-franchisees and outlet stores (collectively “franchisees”) that are independently-owned and operated. The Company provides operational and administrative services, tools and systems to franchisees, which are designed to assist franchisees in achieving increased revenue and profitability. Specifically, the Company and its subsidiaries operate in the following businesses:

(i) Company-owned Brokerage Services — operates a full-service real estate brokerage business under the CENTURY 21^® brand name in the People’s Republic of China (“PRC”).

F-7

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

(ii) Mortgage Management Services — provides real estate mortgage brokerage and comprehensive advisory services in connection with the selection, application for and procurement of mortgage products to banks and home buyers, with part of these services provided in connection with the Company’s real estate brokerage services business.

(iii) Franchise Services — franchises the CENTURY 21^® brand name and operation system in the PRC. On March 22, 2000, IFM Company Limited (“IFM Co.”), one of the wholly-owned subsidiaries of the Company, entered into an arrangement, a Restated Century 21 International Subfranchise Agreement For the People’s Republic of China (“Master Franchise Agreement”), with Cendant Global Services B.V. (“Cendant”), the owner of the CENTURY 21^® brand, to acquire the exclusive right to use the CENTURY 21^® brand and operation system in the PRC, from year 2000 to 2025 and is extendable at the Group’s election for unlimited additional terms of 25 years upon payment of renewal fees of US$4.5 million for each renewal. Cendant Corporation, Cendant’s parent company, subsequently restructured their business and spun off Cendant into Realogy. As part of this spin-off, Cendant assigned its rights under the Master Franchise Agreement to Realogy.

The Company and its subsidiaries are collectively referred to as the “Group”.

b) Reorganization

The Company was established in the Cayman Islands in 2005 and subsequently reorganized on August 24, 2006 to be the holding company of its subsidiaries to facilitate investments by private equity investors (the “Reorganization”). To complete the Reorganization, entities that were held by Beijing Xinye Jia Yuan Real Estate Consulting Co., Ltd. (“Xinye”), a wholly-owned foreign enterprise, which were under the common control of Mr. Donald Zhang and Mr. Harry Lu, were transferred to the Company. These entities held by Xinye were:

	Name	Place of registration / operation	% of Ownership held by Xinye		Effective date of transfer to the Company	Principal activity
1	Shanghai Yaye Real Estate Brokerage Co., Ltd. (“IFM SH”)	PRC	51	%	Dec 4, 2008	Real estate franchising
2	Beijing Aifeite International Franchise Consulting Company Ltd. (“IFM Beijing”)	PRC	11	%	Aug 12, 2008	Real estate franchising
3	Xiamen Shijitonghe Real Estate Consultant Co., Ltd. (“Xiamen”)	PRC	10	%	Dec 26, 2008	Real estate franchising
4	Shandong Jinan Sanlian Real Estate Brokerage Co., Ltd. (“Shandong”)	PRC	15	%	Dec 4, 2006	Real estate franchising
5	Shaanxi Lide Industry Investments Co., Ltd. (“Xian”)	PRC	10	%	Feb 9, 2009	Real estate franchising

While the above entities were owned by Xinye, the interests in these entities, according to the stipulation of the Stock Purchase Agreement of Series A and Series B Preferred Shares financing, belongs to the Company, and have been transferred to the Company upon the completion of the Reorganization on February 9, 2009.

Accordingly, the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the periods presented.

F-8

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

As of September 30, 2009, the Company’s subsidiaries and equity investments are listed below.

	Name	Date of Incorporation	Place of Incorporation	% of Ownership held by the Company		Relationship with the Company	Principal activity
Subsidiaries
1	IFM Company Ltd. (“IFM Co.”)	Oct 4, 1999	Cayman Islands	100	%	Subsidiary	Holding franchise right
2	Beijing Aifeite International Franchise Consulting Company Ltd. (“IFM Beijing”)	Mar 1, 2000	PRC	100	%	Subsidiary	Real estate franchising
3	City Integrated Residential Services (China) Limited (“CIR”)	Oct 25, 2000	HK	100	%	Subsidiary	Investment holding
4	Shanghai Yaye Real Estate Brokerage Co., Ltd. (“IFM SH”)	Sep 29, 2002	PRC	100	%	Subsidiary	Real estate franchising
5	CIR Real Estate Consultant (Shenzhen) Co., Ltd. (“Shenzhen CIR”)	Sep 15, 2005	PRC	100	%	Subsidiary	Real estate brokerage service
6	Genius Nation Investments Ltd. (“Genius”)	May 18, 2006	British Virgin Islands	100	%	Subsidiary	Investment holding
7	Shanghai Ruifeng Real Estate Investments Consultant Co., Ltd. (“Shanghai Ruifeng”)	Sep 28, 2006	PRC	100	%	Subsidiary	Real estate brokerage service
8	Beijing Anxinruide Real Estate Brokerage Co., Ltd. (“Beijing Anxin”)	Oct 19, 2006	PRC	100	%	Subsidiary	Real estate brokerage service
9	Shanghai Anshijie Real Estate Consultant Co., Ltd. (“Anshijie”)	Nov 28, 2006	PRC	100	%	Subsidiary	Investment holding
10	Beijing Kaishengjinglue Guarantee Co., Ltd. (“MMC BJ”)	Aug 13, 2007	PRC	100	%	Subsidiary	Real estate mortgage brokerage service
11	Shanghai Kaiyi Investment Consultant Management Co., Ltd. (“MMC SH”)	Apr 8, 2008	PRC	100	%	Subsidiary	Real estate mortgage brokerage service
12	Beijing IFM International Real Estate Brokerage Co., Ltd. (“IFM BJ Broker”)	May 27, 2008	PRC	100	%	Subsidiary	Real estate franchising
13	Beijing IFM Investment Managements Limited (“IFM BJ Inv”)	Sep 27, 2008	PRC	100	%	Subsidiary	Investment holding
14	Shanghai Ruifeng Investment Managements Limited (“Ruifeng Inv”)	Nov 20, 2008	PRC	100	%	Subsidiary	Real estate brokerage service
15	Beijing Huachuangxunjie Technology Co., Ltd. (“Huachuang”)	July 16, 2009	PRC	100	%	Subsidiary	Software development and licensing
16	Business Vision Management Consultants Limited (“BVMC”)	Sep 18, 2009	HK	85	%	Subsidiary	Investment holding

F-9

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

	Name	Date of Incorporation	Place of Incorporation	% of Ownership held by the Company		Relationship with the Company	Principal activity
Equity Investments
1	Xiamen Shijitonghe Real Estate Consultant Co., Ltd. (“Xiamen”)	Feb 12, 2001	PRC	10	%	Associate	Real estate franchising
2	Shandong Jinan Sanlian Real Estate Brokerage Co., Ltd. (“Shandong”)	Apr 21, 2005	PRC	15	%	Associate	Real estate franchising
3	Shaanxi Lide Industry Investments Co., Ltd. (“Xian”)	Dec 12, 2005	PRC	10	%	Associate	Real estate franchising

c) Liquidity

The Group’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Group incurred net loss of approximately RMB72.8 million, RMB131.9 million in the years ended December 31, 2007 and 2008, respectively, and net income of approximately RMB88.3 million for the nine months ended September 30, 2009, and the net cash used in operating activities was approximately RMB38.7 million, RMB125.4 million for the years ended December 31, 2007 and 2008, respectively and the net cash provided by operating activities was approximately RMB97.5 million for the nine months ended September 30, 2009. Accumulated deficit was RMB135.7 million, RMB268.0 million and RMB179.7 million as of December 31, 2007 and 2008 and as of September 30, 2009, respectively. In addition, as described in Note 19(c) to the consolidated financial statements, the Group provided interim financial guarantees to various banking institutions in respect of loans granted by these banking institutions to the Group’s customers. The Group assesses its liquidity by its ability to generate cash to fund its operations, its ability to attract investors and its ability to borrow funds on favorable economic terms. Historically, the Group has relied principally on both operational sources of cash, as well as non-operational sources of financing, from related parties and outside investors, to fund its operations and capital expansion needs. In addition, the management considers that the likelihood of all these financial guarantee liabilities being required to be paid is remote. The Group’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes increasing sales while decreasing operating costs and expenses, as well as, generating operational cash flows, continued support from outside sources of financing, and obtaining additional funding to support longer term capital requirements. If management were unsuccessful in achieving one or more of the above-mentioned goals, the Group’s ability to continue as a going concern could be adversely impacted.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation and consolidation

The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Group’s consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and the subsidiaries have been eliminated upon consolidation.

The Reorganization as described in Note 1(b) above has been accounted for as a reorganization of businesses under common control in a manner similar to a pooling of interests. Accordingly, the accompanying consolidated financial statements of the Group include the assets and liabilities of the

F-10

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

subsidiaries at their historical carrying amounts. In addition, the accompanying consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows include the results of operations and cash flows of the Group, as if the current group structure had been in existence throughout the periods presented.

Investments in business entities in which the Group does not have control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method.

On December 30, 2009, in preparation for the intended Qualified IPO as defined (Note 17), the shareholders and Board of the Company approved resolutions effecting certain amendments to the authorised and issued share capital to effect a 10-for-one split of the Company’s share capital pursuant to which each ordinary share, Series A and Series B convertible preferred share of the Company was subdivided into 10 shares at a par value of US$0.001 per share. All share and per share amounts presented in the consolidated financial statements have been restated on a retroactive basis to reflect the effect of the share split.

b) Use of estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include the useful lives of property and equipment and intangible assets, allowance for doubtful accounts, provision for losses associated with the interim financial guarantees, valuation allowance of deferred tax assets, and purchase price allocation relating to business combinations as well as property and equipment and goodwill and intangible assets impairment assessment. In addition, the Group uses assumptions in the valuation model to estimate the fair value of share options granted. The Group bases its estimates of the carrying value of certain assets and liabilities on historical experience and on other various factors that they believe to be reasonable under the circumstances, when the carrying values are not readily available from other sources.

c) Convenience translation

Translations of balances in the consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows from RMB into United States dollars (“US$”) as of and for the nine months ended September 30, 2009 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.8262, representing the noon buying rate in The City of New York for cable transfers of RMB, as certified for customs purposes by the Federal Reserve Bank of New York on September 30, 2009. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on September 30, 2009, or at any other rate.

d) FASB Accounting Standards Codification™

In June 2009, the Financial Accounting Standard Board (“FASB”) established the FASB Accounting Standards Codification™ (the “Codification”) as the single source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the United States Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. The Codification did not have a material impact on the Group’s consolidated financial statements upon adoption. Accordingly, the Group’s notes to its consolidated financial statements now explain accounting concepts in plain English rather than cite the specific US GAAP references.

F-11

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

e) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and demand deposits which are unrestricted as to withdrawal or use, and which have maturities of three months or less.

f) Restricted cash

The restricted cash relates to (i) sales proceeds received from the property buyers on behalf of the property sellers during the purchase process, which are deposited into designated bank accounts, (ii) cash deposited into banking institutions as security deposit for the mortgage management services and (iii) cash proceeds related to National Advertising Fund for marketing purposes on behalf of its franchisees (see Note 2(l)). The total amount of restricted cash is approximately RMB14.5 million, RMB17.2 million and RMB21.6 million as of December 31, 2007 and 2008 and as of September 30, 2009, respectively.

g) Accounts receivable

Accounts receivable represent amounts recognized as revenue which have yet to be received from customers and franchisees. The Group accrued allowance for doubtful accounts for those receivable balances which are unlikely to be collected based on management’s analysis and estimates. Accounts receivable are stated net of allowance for doubtful accounts.

h) Property and equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computers and software	5 years
Furniture, fixtures and equipment	5 years
Vehicles	5 years
Leasehold improvements	Shorter of lease term or estimated useful lives of assets

Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred. Gains and losses from the disposal of property and equipment are included in income (loss) from operations.

i) Intangible assets

Intangible assets as of December 31, 2007 and 2008 and as of September 30, 2009 consist of:

i) CENTURY 21^® franchise rights acquired from Realogy represent the rights to use and sub-franchise the CENTURY 21^® brand in the PRC for an initial period of 25 years (see Note 7). The Group amortizes intangible assets over their estimated useful lives on a straight-line basis.

ii) Acquired intangible assets include the reacquired CENTURY 21^® franchise rights, customer relationships, real estate listing databases and trademark (see Note 7). Acquired intangible assets are recorded at fair value on the acquisition date and the Group amortizes these intangible assets over their estimated useful lives on a straight-line basis.

j) Goodwill and indefinite-lived intangible assets

Goodwill represents the excess of costs over fair value of assets of businesses acquired. Any shortfall represents the amount of goodwill impairment. The Group completes a two-step goodwill impairment test

F-12

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

annually or more frequently if circumstances indicate impairment may have occurred. The first step compares the fair value of each reporting unit to its carrying amount. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill.

Intangible assets with an indefinite life are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. The impairment test consists of a comparison of the fair value of the intangible assets to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized equal in amount to that excess.

The Group reviews the carrying amounts of goodwill and other indefinite-lived intangible assets at November 30 each year to determine if such assets may be impaired. The Group did not incur any impairment loss on goodwill and indefinite-lived intangible assets for all the periods presented.

k) Impairment of long-lived assets

The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group assesses the recoverability of the long-lived assets by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition where the fair value is lower than the carrying value, measurement of an impairment loss is recognized in the statements of operations for the difference between the fair value, using the expected future discounted cash flows, and the carrying value of the assets. No impairment of long-lived assets was recognized for the periods presented.

l) Revenue recognition

The Group recognizes revenue where there is persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of sales related taxes and discounts.

Company-Owned Brokerage Services

As an owner-operator of real estate brokerages, the Group assists customers in listing, marketing, selling, leasing and finding homes and earns brokerage commissions. Brokerage commissions earned are recorded as revenue upon the signing of a real estate sales and purchase agreement between the buyer and the seller or rental agreement between the tenant and the landlord. The signing of such agreements is the evidence of recognition of the provision of our services by the customers.

The staff commissions are recognized concurrently with the associated brokerage commissions revenues, which is upon executing the sales and purchase agreement or rental agreement, and are presented as commission and other agent related costs in the consolidated statements of operations.

F-13

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

Mortgage Management Services

The Group provides mortgage management services, many of which are provided in connection with the company-owned brokerage services business. The Group also provides interim financial guarantees to banking institutions in Beijing for a period ranging from approximately one to six months while government-owned property registries process and release the relevant mortgage pledge documents to the relevant banking institutions.

The mortgage management services income is recognized on a net basis when the mortgage loan funds are disbursed by banks to the customers. The financial guarantee revenue is recognized when the respective mortgage pledge documents are collateralized by the banking institutions.

Franchise Services

The Group recognizes franchise fee revenue as earned. Franchise revenue includes initial franchise fees, which are generally non-refundable and recognized by the Group as revenue when all material services or conditions relating to the initial franchise fee have been substantially performed and the Group has fulfilled all its commitments and obligations (generally when a franchisee commences its operations under the CENTURY 21^® brand). Franchise revenue also consists of recurring franchise fees received from the Group’s franchisees. The recurring franchise fees received are primarily based on the higher of a percentage of the franchisees’ monthly gross income or a fixed minimum monthly amount. The recurring franchise fees are accrued as the underlying franchisee revenue is earned. For the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009, the Group’s initial franchise fees were RMB14.3 million, RMB41.8 million, RMB35.5 million (unaudited) and RMB1.2 million, respectively.

The Group also collects marketing fees from its franchisees and utilizes such fees to fund advertising campaigns on behalf of its franchisees (known as National Advertising Fund, or NAF). Management fee income of NAF, which is 15% of marketing fees collected from franchisees, is recognized in proportion to the NAF that had been spent during the reporting period.

m) Deferred revenue

Deferred revenue generally consists of advances received from franchisees for initial franchise fees paid prior to the Group fulfilling its obligations and advances of brokerage commission from customers for Company-owned brokerage services as of balance sheet dates and they are recognized and transferred to revenues upon rendering of the services.

n) Advertising expenses

Advertising costs are expensed as incurred. Advertising-related expenses, including promotional expenses and production costs of marketing materials, amounted to RMB24.8 million, RMB20.1 million, RMB17.7 million (unaudited) and RMB8.8 million during the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009, respectively.

o) Business tax and related surcharges

The Group is subject to business tax and related surcharges on the services provided in the PRC. Such tax is levied based on revenue at an applicable rate of approximately 5% and is recorded as a reduction of revenues.

p) Foreign currency translation

The functional currency of the Company and its subsidiaries is RMB. Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates prevailing at the dates of the

F-14

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

transactions. Monetary assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are included in the consolidated statements of operations.

q) Fair value of financial instruments

The Group’s financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, amounts due from/to related parties, accounts payable, financial guarantees, accrued expenses and other liabilities. The fair values of these financial instruments approximate their carrying amounts, as reported in the consolidated balance sheets, due to the short-term maturities of these instruments.

r) Share-based compensation

The Company issues share options granted under a share incentive plan. The cost of employee services received in exchange for stock-based compensation is measured at the grant date fair value of the award. Share options that were granted with performance conditions vest subsequent to the Company’s Qualified IPO as defined (Note 17) and use the graded-vesting method to recognize share-based compensation expenses. Share-based compensation for the remaining share options granted with service conditions are recognized, net of an estimated forfeiture rate, over the requisite service period of the award, which is the vesting term, based on the fair value of the award on the grant date.

s) Investments in associates

Associates are entities over which the Group has the ability to exercise significant influence over the operating and financial policies, but which it does not control. Investments in associates are accounted for by the equity method of accounting. Under this method, the Group’s share of the post-acquisition profits or losses of associates is recognized in the consolidated statement of operations and its share of post-acquisition movements in reserves is recognized in reserves. When the Group’s share of losses in an associate equals or exceeds its interest in the associates, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the associates.

The Group reviews investments in associates for impairment whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. Investments identified as having an indication of impairment are subject to further analysis to determine if the impairment is other-than-temporary and this analysis requires estimating the fair value of the investment. The fair value determination, particularly for investments in privately-held companies, requires significant judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and the determination of whether any identified impairment is other-than-temporary. As of December 31, 2007, the Group had three associates and as of September 30, 2008, the Group has determined that one of the associates, Shandong was impaired. The investment in Shandong amounted to approximately RMB1.3 million and an impairment loss was recorded for the nine months ended September 30, 2008 and for the year ended December 31, 2008. The remaining two investments in associates as of December 31, 2008 and September 30, 2009 were Xiamen and Xian. No impairment losses were recorded for the nine months ended September 30, 2009.

t) Non-controlling interests

Non-controlling interests represent the equity interests in the Group’s subsidiaries that is not attributable, either directly or indirectly, to the Group. Prior to January 1, 2009, if the carrying value of the non-controlling interests’ equity of the subsidiary is reduced to zero, the subsidiary’s losses are no longer allocated to the non-controlling interests.

F-15

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

On January 1, 2009, the Group adopted the new US GAAP guidance, which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary in an effort to improve the relevance, comparability and transparency of the financial information that a reporting entity provides in its consolidated financial statements. As required, the Group has incorporated the changes in its consolidated financial statements presentation for all periods presented. The retrospective application of this guidance reclassifies non-controlling interest of RMB1.3 million, RMB0.4 million and RMB0.4 million (unaudited) for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008, respectively, as net income attributable to non-controlling interest, a separate line item below net loss in the presentation of net loss attributable to the Group.

As at December 31, 2007, non-controlling interests accounted for 49% of the net assets of IFM SH held by Jinjiang Group Co., Ltd. (“Jinjiang”). In February 2008, the acquisition of this 49% equity interest from Jinjiang was accounted for using the purchase method of accounting. The acquired equity interest of IFM SH was recorded at fair value on the acquisition date. As a result, there was no non-controlling interest as of December 31, 2008. In September 2009, the Group established a majority-owned subsidiary, namely BVMC, which the Group owned 85% equity interest. As of September 30, 2009, non-controlling interests accounted for 15% of the net assets of BVMC held by Mr. Cai Yuxiang.

u) Income tax

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax assets bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which it expects the difference to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred tax assets if it is considered more likely than not that some portion, or all, of the deferred tax assets will not be realized.

On January 1, 2007, the Group adopted the new guidance and management evaluates its open tax positions that exist in each jurisdiction for each reporting period. If an uncertain tax position is taken or expected to be taken in a tax return, the tax benefit from that uncertain position is recognized in the Group’s consolidated financial statements if it is more likely than not that the position is sustainable. The Group does not have any significant uncertain tax positions and there was no effect on its financial condition or results of operations as a result of implementing the new guidance.

v) Guarantees

For certain guarantees a guarantor is required to recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. The Group provides interim guarantee services to banking institutions for the mortgage services it refers to banks as part of its mortgage management services in Beijing. An interim guarantee covers the period beginning when the bank disburses the mortgage loan to the property buyer and ending when the mortgage registration certificate is issued to the bank by the applicable property registry, which generally takes one to six months.

w) Statutory reserves

The Company’s subsidiaries in the PRC are required to make appropriations to certain non-distributable reserve funds. In accordance with the laws applicable to China’s Foreign Investment Enterprises, the subsidiaries registered as wholly-owned foreign enterprises or Sino-jointly invested companies under PRC law are required to make appropriations from its after-tax profit as determined under the Accounting

F-16

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

Standards for Business Enterprises and the “Accounting System for Business Enterprises” as promulgated by the State of the People’s Republic of China (“PRC GAAP”) to non-distributable reserve fund, including a general reserve, an enterprise expansion fund and a staff welfare and bonus fund. The appropriation to the general reserve fund must be at least 10% of their after tax profits as determined under PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of the respective company. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the boards of directors of the related subsidiaries. In addition, in accordance with the China Company Laws, the subsidiaries of the Company registered as China domestic companies must make appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund, a statutory public welfare fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the statutory public welfare fund and discretionary surplus fund is made at the discretion of the respective company.

The use of the general reserve fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses or increase in registered capital of the respective company. The enterprise expansion fund can be used to expand production or to increase registered capital. The staff bonus and welfare fund is available to fund payments of special bonus to staff and for collective welfare benefits. The statutory public welfare fund is restricted to capital expenditures for the welfare of employees.

The staff bonus and welfare fund is a liability in nature. Other statutory reserves are not transferable to the Company in the form of cash dividends, loans or advances and are therefore not available for distribution except in liquidation.

No appropriation was made to above statutory reserve funds for the years ended December 31, 2007 and 2008 as these subsidiaries of the Company were in loss position under PRC GAAP. For the nine months ended September 30, 2009, no appropriation to the above statutory reserve funds has been made as the boards of the Companies would make a resolution on the appropriation of such statutory reserve funds, if any, when the annual financial results of the Company’s subsidiaries are available in the future.

x) Operating lease

Leases where substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases net of any incentives received from the lessor are expensed on a straight-line basis over the terms of the underlying lease.

y) Net income (loss) per share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights to the extent that each class may share income for the period, whereas net loss is allocated to ordinary shares because other participating securities are not contractually obligated to share the loss of the Group. The Group’s convertible redeemable preferred shares are participating securities. Diluted net income (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the exercise of share options (using the treasury stock method) and the conversion of the convertible redeemable preferred shares (using the if-converted method). Ordinary equivalent shares are not included in the denominator of the diluted net income (loss) per share calculation when inclusion of such shares would be anti-dilutive.

F-17

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

z) Recent accounting pronouncements

In June 2009, the FASB issued authoritative guidance to eliminate the exception to consolidate a qualifying special-purpose entity, change the approach to determining the primary beneficiary of a variable interest entity and require companies to more frequently re-assess whether they must consolidate variable interest entities. Under the new guidance, the primary beneficiary of a variable interest entity is identified qualitatively as the enterprise that has both (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The Group will adopt this guidance at the beginning of its fiscal year 2010, and it does not expect the adoption of this guidance will have material impact on its consolidated financial statements.

In August 2009, the FASB issued guidance on Fair Value Measurements and Disclosures — Measuring Liabilities at Fair Value. The objective of the new guidance is to provide clarification for the fair value measurement of liabilities, specifically providing clarification that in circumstances in which a quoted price in an active market for an identical liability is not available, a reporting entity is required to measure fair value using certain prescribed techniques. Techniques highlighted include using 1) the quoted price of the identical liability when traded as an asset, 2) quoted prices for similar liabilities or similar liabilities when traded as assets, or 3) another valuation technique that is consistent with the principles of fair value measurements. The new guidance also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. Finally, the guidance clarifies that both a quoted price in an active market for the identical liability and the quoted price for the identical liability when traded as an asset in an active market when no adjustment to the quoted price of the asset are required are Level 1 fair value measurements. The Group will adopt this guidance at the beginning of its fiscal year 2010, and it does not expect the adoption of this guidance will have material impact on the Group’s consolidated financial statements.

In October 2009, the FASB issued an accounting standard update to revenue recognition relating to multiple-deliverable revenue arrangements. This update modifies the fair value requirements of existing accounting guidance by allowing the use of the “best estimate of selling price” in addition to vendor-specific objective evidence (“VSOE”) and third-party evidence (“TPE”) for determining the selling price of a deliverable. A vendor is now required to use its best estimate of the selling price when VSOE or TPE of the selling price cannot be determined. In addition, the residual method of allocating arrangement consideration is no longer permitted. This update requires expanded qualitative and quantitative disclosures and is effective for fiscal years beginning on or after June 15, 2010. These updates may be applied either prospectively from the beginning of the fiscal year for new or materially modified arrangements or retrospectively. The Group is currently assessing the impact, if any, that the adoption of this update will have on its consolidated financial statements and disclosures.

aa) Fair value measurements

On January 1, 2008, the Group adopted the authoritative guidance which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurement for all of the Group’s financial assets and liabilities and those nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. On January 1, 2009, the Group adopted this standard for all its remaining non financial assets and liabilities and the adoption will prospectively impact the recognition of nonfinancial assets and liabilities in business combinations and the determinations of impairment for nonfinancial assets and liabilities. The carrying amount of the Group’s cash and cash equivalents approximates their fair value due to the short

F-18

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

maturity of those instruments. The carrying value of receivables and payables approximates their market value based on their short-term maturities. As of September 30, 2009, the adoption of the authoritative guidance did not materially affect the Group’s results and financial condition.

3. CERTAIN RISKS

a) Significant risks and uncertainties

The Group operates in a dynamic and high risk real estate industry and is susceptible to fluctuations in the real estate market in the PRC, and the property market in the PRC is at an early stage of development and is volatile, which could have a material adverse effect on the Group’s business, financial condition and results of operations.

b) PRC Regulations

The Chinese market in which the Group operates poses certain macro-economic and regulatory risk and uncertainties. These uncertainties extend to the ability of the Group to conduct business in the real estate sector in the PRC. Though the PRC has, since 1978, implemented a wide range of market-oriented economic reforms, continued reforms and progress towards a full market-oriented economy are uncertain. In addition, the real estate industry remains highly regulated. Restrictions are currently in place and are unclear with respect to which segments of this industry foreign owned entities, like the Group may operate. The Chinese government may issue from time to time new laws or new interpretations on existing laws to regulate areas such as real estate. Regulatory risk also encompasses the interpretation by the tax authorities of current tax laws and the Group’s legal structure and scope of operations in the PRC, which could be subjected to further restrictions which could result in severe limits to the Company’s ability to conduct business in the PRC.

The real estate market in the PRC is typically affected by changes in government policies regarding the real estate industry, the financial market and other related areas. The PRC government has in the past adopted various administrative measures to restrain what it perceived as unsustainable growth in the real estate market, particularly when the real estate market in China has experienced rapid and significant growth. The PRC real estate market could experience a prolonged downturn in the future, which could have a material adverse impact on our business, financial condition and results of operations.

c) Concentration of credit risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable.

The Group’s cash and cash equivalents and restricted cash are deposited with several major financial institutions in PRC. The Group has not experienced any losses on its deposits of cash and cash equivalent and its restricted cash.

The Group is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Group manages such risk by evaluating the financial position and creditworthiness of such counterparties. As of December 31, 2007 and 2008 and as of September 30, 2009, there were no significant concentrations of credit risk with any individual counterparty or group of counterparties. Concentrations of credit risk associated with receivables are considered minimal due to the Group’s diverse customer base.

F-19

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

d) Foreign currency risk

The RMB is not freely convertible into foreign currencies. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. Cash and cash equivalents of the Group denominated in US$ included aggregate amounts of US$11.7 million, US$7.8 million and US$1.9 million, as of December 31, 2007 and 2008 and as of September 30, 2009, respectively.

e) Guarantee risk

The Group provides interim guarantee services to banking institutions for the mortgage services it refers to banks in Beijing. If a home buyer defaults on the payment obligations during the term of the interim guarantee, the Group is exposed to guarantee risk (see Note 19(c)).

4. ACCOUNTS RECEIVABLE

The following summarizes the Group’s accounts receivable as of December 31, 2007 and 2008 and as of September 30, 2009 (in RMB thousands):

	December 31,				September 30,
	2007		2008		2009
Accounts receivable	12,235		17,261		66,324
Less: Allowance for doubtful accounts	(2,270	)	(3,628	)	(6,294	)
	9,965		13,633		60,030

The following table sets out the movements of the allowance for doubtful accounts for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2009 (in RMB thousands):

	Year ended December 31,				Nine months ended September 30,
	2007		2008		2009
Balance at beginning of the year/period	-		(2,270	)	(3,628	)
Charged to costs and expenses	(4,542	)	(5,218	)	(8,061	)
Write-off of receivable balances and corresponding provisions	2,272		3,860		5,395
Balance at end of the year/period	(2,270	)	(3,628	)	(6,294	)

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following (in RMB thousands):

	December 31,		September 30,
	2007	2008	2009
Prepaid rental	16,331	12,142	14,993
Staff advances and deposits	4,756	1,850	2,193
Prepayments to suppliers	3,559	1,903	1,269
Others	4,031	3,982	1,649
Total	28,677	19,877	20,104

F-20

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following (in RMB thousands):

	December 31,				September 30,
	2007		2008		2009
Computers and software	18,657		18,950		20,946
Furniture, fixtures and equipment	11,974		18,814		19,450
Vehicles	4,611		6,353		6,800
Leasehold improvements	14,946		18,652		23,038
	50,188		62,769		70,234
Less: accumulated depreciation and amortization	(7,721	)	(19,815	)	(29,158	)
Property and equipment, net	42,467		42,954		41,076

For the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009, depreciation and amortization expense for property and equipment amounted to RMB5.9 million, RMB14.2 million, RMB10.7 million (unaudited) and RMB11.4 million, respectively.

7. BUSINESS COMBINATIONS

a) On February 14, 2008, the Group acquired the remaining 49% equity interest in IFM SH from the third party non-controlling interest holder, Jinjiang. The purchase consideration of RMB4.9 million was allocated to net assets acquired at the date of acquisition and goodwill as follows (in RMB thousands):

	Amount
Net assets acquired	3,530
Goodwill	1,370
Total purchase consideration	4,900

Goodwill represents the excess of the purchase price over the fair value of net assets acquired which are not deductible for tax purposes. The Group did not incur any impairment loss on goodwill for all the periods presented.

b) On July 1, 2008, the Group acquired City Integrated Residential Services (China) Limited (“CIR”), which wholly owned CIR Real Estate Consultant (Shenzhen) Co., Ltd. (“Shenzhen CIR”). The purchase consideration of RMB7.9 million was allocated to net tangible assets and intangible assets acquired at the date of acquisition and goodwill as follows (in RMB thousands):

	Amount	Estimated Useful life
Net tangible assets acquired	2,809
Intangible assets acquired:
Trademark	403	10 years
Customer relationships	266	10 years
Real estate listing databases	64	10 years
Goodwill	4,374
Total purchase consideration	7,916

F-21

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

The amortizable intangible assets have estimated useful lives of 10 years. Goodwill represents the excess of the purchase price over the fair value of net tangible assets and intangible assets acquired which are not deductible for tax purposes. The operating results of the entity acquired are included in the Group’s consolidated financial statements since July 1, 2008. The Group did not incur any impairment loss on goodwill for all the periods presented.

Unaudited pro forma financial information

The following unaudited pro forma consolidated results of operations of the Group were prepared assuming that the acquisitions were completed as of the beginning of the earliest period presented (in RMB thousands, except per share data):

	Year ended December 31,				Nine months ended September 30,
	2007		2008		2008
Net revenue	223,646		278,440		213,958
Net loss attributable to ordinary shareholders	(83,103	)	(156,293	)	(119,680	)
Net loss per share, basic	(0.32	)	(0.60	)	(0.46	)
Net loss per share, diluted	(0.32	)	(0.60	)	(0.46	)

8. GOODWILL

The following summarizes the changes in goodwill allocated to the Group’s reportable segments as of December 31, 2007 and 2008 and as of September 30, 2009 (in RMB thousands):

	Company-Owned Brokerage Services		Franchise   Services	Total
	Shanghai	Shenzhen
Balance, January 1, 2007	3,537	-	-	3,537
Acquisitions	-	-	-	-
Balance, December 31, 2007	3,537	-	-	3,537
Acquisitions	-	4,374	1,370	5,744
Balance, December 31, 2008	3,537	4,374	1,370	9,281
Acquisitions	-	-	-	-
Balance, September 30, 2009	3,537	4,374	1,370	9,281

F-22

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

9. INTANGIBLE ASSETS, NET

The following summarizes the Group’s intangible assets as of December 31, 2007 and 2008 and as of September 30, 2009 (in RMB thousands):

	CENTURY 21® franchise rights		Customer relationships		Real estate listing databases		Trademark		Total
Cost	37,257		683		477		-		38,417
Accumulated amortization	(10,445)		(17)		(12)		-		(10,474)
Balance as of January 1, 2007	26,812		666		465		-		27,943
Amortization	(1,510)		(68)		(48)		-		(1,626)
Balance as of December 31, 2007	25,302		598		417		-		26,317
Additions	4,500		266		64		403		5,233
Amortization	(1,601)		(82)		(51)		(20)		(1,754)
Balance as of December 31, 2008	28,201		782		430		383		29,796
Amortization	(1,336	)	(71	)	(41	)	(30	)	(1,478	)
Balance as of September 30, 2009	26,865		711		389		353		28,318

The franchise rights acquired from Realogy entitled the Group to use and sub-franchise the CENTURY 21^® brand in China. The franchise rights for China acquired from Realogy have a contractual period of 25 years with a specific renewal clause for another 25 years upon payment by the Company of US$4.5 million. The Group considered its historical experience in renewing or extending similar franchise agreements when determining the estimated useful life of the franchise rights acquired from Realogy. Given the lack of historical experience of the Group in renewing or extending similar arrangements with Realogy as the franchise relationship was first entered into with Realogy in 2000 for 25 years, the Group considered assumptions that market participants would use about the renewal or extension provisions. Since the Group needs to pay the renewal fee of US$4.5 million, which is equivalent to the fair value of the franchise rights at the time such rights were acquired from Realogy in March 2000, to Realogy for the franchise rights extension, it is uncertain whether market participants would pay this amount for the renewal of franchise rights in the future. Therefore, the Group considered this entity-specific factor and determined that the estimated useful life of the franchise rights acquired from Realogy is the contractual period of 25 years. As a result, the franchise rights acquired from Realogy are recognized as intangible assets and are being amortized over a period of 25 years.

As a result of a change in the Group’s business strategy to grant franchise rights to sub-franchisees in the Shenzhen region, the Group reacquired the CENTURY 21^® franchise rights from a franchisee in Shenzhen for RMB4.5 million in July 2008. This consideration was negotiated on an arm’s length basis. In accordance with the franchise agreement, there are no specific renewal or extension provisions. The Group considered its own historical experience in renewing or extending similar franchise agreements when determining the estimated useful life of the reacquired franchise rights. Given the lack of historical experience of the Group in renewing or extending similar arrangements with other franchisees, the Group considered this entity-specific factor and determined that the estimated useful life of the reacquired franchise rights is the remaining contractual period which is 14.5 years. Therefore, these rights are recognized as intangible assets and are amortized over the remaining contractual life of 14.5 years.

F-23

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

The Group has recorded approximately RMB1.6 million, RMB1.8 million, RMB1.4 million (unaudited) and RMB1.5 million of amortization for intangible assets for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009, respectively. There was no impairment loss on intangible assets for any of the periods presented.

Based on the Group’s intangible assets subject to amortization, the annual estimated amortization expense related to the above intangible assets is as follows (in RMB thousands):

The remainder of 2009	666
2010	2,144
2011	2,144
2012	2,144
2013	2,144
Thereafter	19,076
Total	28,318

10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following (in RMB thousands):

	December 31,		September 30,
	2007	2008	2009
Salaries, commission and welfare payable	22,515	25,031	50,362
Other taxes payable	3,047	4,450	14,872
Royalty fees payable	1,470	2,366	1,657
Third party deposits	14,480	9,678	14,824
Other current liabilities	10,722	12,072	15,735
Total	52,234	53,597	97,450

Royalty fees payable relate to the Master Franchise Agreement entered into with Realogy. The royalty fees are determined based on the Group’s franchise revenue for the periods.

11. DEFERRED REVENUE

Cash received in advance on contracts is deferred and recognized when the services are rendered. The deferred revenue is primarily related to initial franchise fees received from franchisees and advances received from customers relating to brokerage commissions.

12. LONG-TERM DEPOSITS PAYABLE

The Group receives security deposits from franchisees which are recorded as long-term deposits payable. These deposits are refundable at the end of the franchise agreement period if the franchisees do not breach the franchise agreements. The long-term deposits payable as of December 31, 2007 and 2008 and as of September 30, 2009 were RMB8.5 million, RMB10.6 million and RMB8.9 million, respectively.

F-24

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

13. INCOME TAXES

Taxation in the Cayman Islands and the British Virgin Islands

Neither the Cayman Islands nor the British Virgin Islands currently levies taxes on individuals or corporations based upon profits, income, gains or appreciation. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands or BVI withholding tax will be imposed.

The Company and IFM Co. are tax-exempted companies incorporated in the Cayman Islands. Genius is a tax-exempted company incorporated in the British Virgin Islands.

PRC Corporate Income Tax

Prior to January 1, 2008, pursuant to the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws, the corporate income taxes (“CIT”) of PRC entities were generally assessed at a statutory rate of 33%, which comprises 30% national income tax and 3% local income tax.

On March 16, 2007, the National People’s Congress of PRC enacted the Corporate Income Tax Law, under which Foreign Investment Enterprises and domestic companies would be subject to CIT at a uniform rate of 25%. This became effective on January 1, 2008. In accordance with the CIT Law, there will be a transition period for enterprises which currently receive preferential tax treatments granted by relevant tax authorities. Enterprises that are subject to a corporate income tax rate lower than 25% may continue to enjoy the lower rate and gradually transition to the new tax rate within five years after the effective date of the CIT Law.

IFM Beijing, Beijing Anxin and IFM SH are subject to the income tax rate of 33% before 2008, 25% thereafter in accordance with the CIT Law.

As Shanghai Ruifeng and Anshijie are both registered in Shanghai Pu Dong New Area, and Shenzhen CIR is registered in Shenzhen special economic zone, they are subject to the preferential income tax rate of 15% according to the Foreign Investment and Foreign Enterprise Income Tax Law before 2008. From January 1, 2008 onwards, the income tax rate is to be increased progressively from 18% to 25% from 2008 to 2012, respectively. Accordingly, they are subject to income tax rate of 15%, 18% and 20% in 2007, 2008 and 2009, respectively.

In October 2009, Huachuang obtained a Software Enterprise Certification which entitles it to exemption from CIT for the first two years in which it has taxable income and a 50% reduction in CIT for each of the following three years.

The provision for income tax is as follows (in RMB thousands):

	Year ended December 31,			Nine months ended September 30,
	2007		2008	2008	2009
				(unaudited)
Income tax provision:
Current	417		1,408	1,569	3,315
Deferred	(23	)	668	211	(494	)
Total	394		2,076	1,780	2,821

F-25

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

The following table presents the tax impact of significant temporary differences between the tax and financial statement bases of assets and liabilities that gave rise to deferred tax assets and liabilities as of December 31, 2007 and 2008 and as of September 30, 2009 (in RMB thousands):

	December 31,				September 30,
	2007		2008		2009
Current
Deferred tax assets:
Allowance for doubtful accounts	881		770		1,463
Deferred revenue	1,945		948		1,155
Accrued expense and payroll	4,226		4,823		12,068
Disposals of property and equipment	-		753		-
Others	288		828		-
Total deferred tax assets	7,340		8,122		14,686
Less: valuation allowance	(5,337	)	(5,828	)	(14,686	)
	2,003		2,294		-
Deferred tax liabilities:
Timing differences of revenue recognition	(1,755	)	(2,532	)	-
Others	(248	)	(295	)	-
Total deferred tax liabilities	(2,003	)	(2,827	)	-
Net deferred tax liabilities	-		(533	)	-
Non-current
Deferred tax assets:
Net operating loss carry forwards	9,033		38,983		10,999
Intangible assets	2,095		1,955		1,851
Total deferred tax assets	11,128		40,938		12,850
Less: valuation allowance	(11,128	)	(40,938	)	(12,850	)
	-		-		-
Deferred tax liabilities:
Intangible assets and property and equipment	(203	)	(338	)	(377	)
Net deferred tax liabilities	(203	)	(338	)	(377	)

The Group has made a full valuation allowance against its net deferred tax assets. The Group evaluates a variety of factors in determining the amount of valuation allowance, including the Group’s limited operating history, accumulated deficit, existence of taxable temporary differences and expected reversal periods.

The following table sets forth the movements of the valuation allowance for net deferred tax assets for the periods presented:

	Year ended December 31,				Nine months ended September 30,
	2007		2008		2009
Balance at beginning of the year/period	(5,286	)	(16,465	)	(46,766	)
(Provision) write-back for the year/period	(11,179	)	(30,301	)	19,230
Balance at end of the year/period	(16,465	)	(46,766	)	(27,536	)

F-26

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

The Group had total net operating loss carried forward as of December 31, 2007 and 2008 and as of September 30, 2009 amounting to RMB39.4 million, RMB177.3 million and RMB49.1 million, respectively, which will begin to expire in 2011.

CIT exemptions and tax rate reduction enjoyed by the Group had no effect on net loss and basic and diluted net loss per share for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008. The increase to net income and basic and diluted net income per share for the nine months ended September 30, 2009 resulting from the combined effects of CIT exemption and tax rate reduction amounted to RMB0.9 million and RMB0.002 per share, respectively.

A reconciliation of income tax of the statutory income tax rate to the Group’s effective tax rate is as follows:

	Year ended December 31,				Nine months ended September 30,
	2007		2008		2008		2009
					(unaudited)
Statutory income tax rates	(33.0	)%	(25.0	)%	(25.0	)%	25.0	%
Effect of preferential tax rate	18.0	%	7.4	%	6.9	%	(1.4	)%
Effect of income tax rate change	0.2	%	(2.8	)%	(3.1	)%	1.9	%
Change in valuation allowance	15.4	%	23.3	%	25.3	%	(21.1	)%
Others	(0.1	)%	(1.4	)%	(2.3	)%	(1.3	)%
Effective tax rate	0.5	%	1.5	%	1.8	%	3.1	%

On December 6, 2007, the State Council issued the detailed implementation regulations of the new PRC Corporate tax law. Pursuant to the regulations, a 10% withholding income tax will be levied on dividends declared on or after January 1, 2008 by foreign investment enterprises to their foreign enterprise shareholders unless the enterprise investor is deemed as a PRC Tax Resident Enterprise (“TRE”).

The Company’s subsidiaries have determined that they have no present plan to declare and pay any dividend on their shares in the foreseeable future. The Group plans to continue to reinvest its subsidiaries’ undistributed earnings, if any, in their operations in China in the foreseeable future.

F-27

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

14. NET (LOSS) INCOME PER SHARE

The following table sets forth the computation of basic and diluted net (loss) income per ordinary share for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009 (in RMB thousands, except per share data):

	Year Ended December 31,				Nine months ended September 30,
	2007		2008		2008		2009
					(unaudited)
Numerator:
Net (loss) income attributable to IFM Investments Limited	(74,121	)	(132,318	)	(99,729	)	88,333
Accretion of Series A Preferred Shares	(4,893	)	(5,032	)	(3,761	)	(3,868	)
Accretion of Series B Preferred Shares	(2,354	)	(10,727	)	(7,974	)	(8,401	)
Income allocated to participating preferred shareholders	-		-		-		(41,451	)
Numerator for basic and diluted net (loss) income per share	(81,368	)	(148,077	)	(111,464	)	34,613
Denominator:
Weighted-average shares — basic	260,000		260,000		260,000		260,000
Potential dilutive shares:
Preferred shares*	-		-		-		-
Options*	-		-		-		4,263
Weighted averages shares — diluted	260,000		260,000		260,000		264,263
Net (loss) income per share — basic	(0.31	)	(0.57	)	(0.43	)	0.13
Net (loss) income per share — diluted	(0.31	)	(0.57	)	(0.43	)	0.13

Net income for the nine months ended September 30, 2009 has been allocated to the ordinary shares and preferred shares based on their respective rights to share in dividends.

* The potentially dilutive securities were not included in the calculation of dilutive net (loss) income per share in those periods where their inclusion would be anti-dilutive.

15. CONVERTIBLE REDEEMABLE PREFERRED SHARES

On August 24, 2006, the Company issued 200.0 million shares of Series A convertible redeemable preferred shares (Series A Preferred Shares) in exchange for cash of US$21.4 million (approximately RMB170.7 million), net of issuance cost of US$0.6 million (approximately RMB4.6 million).

On October 19, 2007, the Company issued approximately 105.3 million shares of Series B convertible redeemable preferred shares (Series B Preferred Shares) in exchange for cash of US$38.7 million (approximately RMB290.6 million), net of issuance cost of US$1.3 million (approximately RMB10.0 million).

On February 21, 2008, the Company issued approximately 6.1 million shares of Series B Preferred Shares in exchange for cash of US$2.2 million (approximately RMB16.2 million), net of issuance cost of US$0.1 million (approximately RMB0.5 million).

F-28

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

The Group has determined that the convertible redeemable preferred shares should not be classified as liabilities since the preferred shares are contingently redeemable and that conversion and redemption features embedded in the convertible redeemable preferred shares are not required to be bifurcated and accounted for as a derivative since the embedded features do not permit or require net settlement and therefore do not meet the definition of a derivative. Since the conversion price of the convertible redeemable preferred shares exceeded the fair value of the Group’s ordinary shares on the date of issuance of the Preferred Shares, no portion of the proceeds from the issuance was accounted for as attributable to the conversion feature.

The Company’s convertible redeemable preferred shares with outstanding balances as of September 30, 2009 are as follows:

		Original Issue Price Per Share	Shares
	Date of Issuance		Authorized	Issued and Outstanding	Carrying Amount	Liquidation Amount
		RMB	(’000)	(’000)	(RMB’000)	(RMB’000)
Series A	Aug 24, 2006	0.88	200,000	200,000	185,930	201,661
Series B	Oct 19, 2007	2.86	105,254	105,254	311,226	345,718
Series B	Feb 21, 2008	2.71	6,113	6,113	17,006	19,091
			311,367	311,367	514,162	566,470

The key terms of the Series A and Series B Preferred Shares are as follows:

Dividend rights

The holders of the Series A and Series B Preferred Shares are entitled to participate in non-cumulative dividend of 8% payable on an as-converted basis, when declared by the Board of Directors. As long as Preferred Shares are outstanding, the Company may not pay any dividend to ordinary shareholders until all dividends declared and payable to the preferred shareholders have been paid. In the event the Company shall declare a dividend to the holders of ordinary shares, then in each such case, the holders of Preferred Shares shall be entitled to a proportionate share of such dividend on an as-converted basis.

Redemption rights

In the event that a qualified initial public offering does not occur within six years of the Series A issuance date or five years of the Series B issuance date, the holders of Series A and Series B Preferred Shares may redeem any or all of Series A and Series B Preferred Shares at a redemption price equal to 115% of the original preferred shares issuance price per share plus all declared but unpaid dividends adjusted for share splits, share dividends, recapitalizations and other adjustments.

The carrying value of the convertible redeemable preferred shares was accreted from its carrying value on the date of issuance to the redemption value using effective interest method over the period from date of issuance to the earliest redemption date. The accretion was recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital has been exhausted, additional charges should be recorded by increasing the accumulated deficit.

Liquidation preferences

In the event of a liquidation, dissolution or winding up of the Company, available assets and funds of the Company are first distributed to the holders of Series A and Series B Preferred Shares at their original issuance price per share multiplied by 115% plus any declared but unpaid dividends adjusted for share

F-29

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

splits, share dividends, recapitalizations, and other adjustments. In the event that available assets and funds are insufficient to permit payment to the holders of the Series A and Series B Preferred Shares, the assets and funds will be distributed ratably to the Series A and Series B Preferred Shares holders based on their proportional share ownership. After the distribution to the holders of Series A and Series B Preferred Shares are made, any remaining legally available assets and funds shall be distributed to the holders of ordinary shares and Series A and Series B Preferred Shares pro rata on an as-converted basis.

Voting rights

The holder of each Series A and Series B Preferred Shares shall be entitled to such number of votes as equals the whole number of ordinary shares into which such holder’s collective Series A and Series B Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Company’s shareholders entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Company’s shareholders is first solicited. The holders of Series A and Series B Preferred Shares shall vote together with the holders of ordinary shares, and not as a separate class or series, on all matters put before the members.

Conversion rights

Each of the convertible preferred shares is convertible into the number of fully-paid ordinary shares as determined by dividing the original issue price applicable to such convertible preferred shares by the conversion price in effect at that time. The conversion price of Series A and Series B Preferred Shares shall initially be the original issue price of such Series A and Series B Preferred Shares and shall be adjusted in accordance with conversion provision contained in the Company’s Articles of Association.

With respect to the Series A Preferred Shares, these conversion provisions include certain performance-based adjustments related to certain targets of net profits after tax for the years ended December 31, 2008 and 2009 or the completion of a Qualified IPO as defined (Note 17) prior to December 31, 2009. Depending on whether the pre-determined targets are met, the conversion price of the Series A Preferred Shares may be adjusted such that the Series A Preferred Shareholders’ percentage ownership on an as-converted basis would decrease.

The pre-determined target was not met for December 31, 2008. In the event there is any adjustment to the Series A Preferred Share conversion price, the Series B conversion price will also be adjusted such that the Series B Preferred Shareholders’ percentage ownership on an as-converted basis immediately following such adjustment remains the same as the shareholding immediately prior to the adjustment to the Series A Preferred Share conversion price.

16. UNAUDITED PRO-FORMA BALANCE SHEET AND NET (LOSS) INCOME PER SHARE

All of the Series A and Series B convertible redeemable preferred shares will automatically be converted into ordinary shares at the applicable conversion price upon a Qualified IPO. The pro-forma balance sheet as of September 30, 2009 presents an adjusted financial position as if the conversion of the Series A and Series B convertible redeemable preferred shares into ordinary shares occurred on September 30, 2009.

The unaudited pro-forma basic and diluted net (loss) income per share for the year ended December 31, 2008 and for the nine months ended September 30, 2009, giving effect to the assumed conversion of the

F-30

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

Series A and Series B convertible redeemable preferred shares into ordinary shares on the original dates of issuance are as follows (in RMB thousands, except per share data):

	Year Ended December 31, 2008		Nine Months Ended September 30, 2009
Numerator:
Net (loss) income attributable to ordinary shareholders	(148,077	)	34,613
Add: Income allocated to participating preferred shareholders	-		41,451
Add: Accretion of convertible redeemable preferred shares	15,759		12,269
Numerator for pro-forma basic and diluted net (loss) income per share	(132,318	)	88,333
Denominator:
Denominator for basic net (loss) income per share	260,000		260,000
Pro-forma effect of Series A convertible redeemable preferred shares	141,611		141,611
Pro-forma effect of Series B convertible redeemable preferred shares	96,485		97,231
Denominator for pro-forma basic (loss) income per share	498,096		498,842
Potential dilutive securities:
Options	-		3,721
Denominator for pro-forma diluted (loss) income per share	498,096		502,563
Basic net (loss) income per share	(0.27	)	0.18
Diluted net (loss) income per share	(0.27	)	0.18

The above unaudited pro forma financial information was presented giving effect to the conversion of the Series A and B Preferred Shares as of September 30, 2009 as well as the amendments made pursuant to a special resolution of the Board dated October 22, 2009 with respect to the performance-based adjustments to the Series A Preferred Shares (Note 22 (c)) and the redesignation of the ordinary shares effective immediately prior to the consummation of the IPO (Note 22 (e)(ii)).

17. SHARE-BASED COMPENSATION

On August 18, 2006, and as amended and restated on October 19, 2007 and February 21, 2008, the Company adopted the 2006 Stock Incentive Plan and the Amended and Restated 2006 Stock Incentive Plan (the “Plan”) under which 52.5 million shares have been authorized for issuance and 85.3 million shares have been reserved for issuance. In accordance with the Plan, if there is an adjustment to the then-in effect Series A Preferred Share conversion price (Note 15), the number of shares reserved for issuance under the Plan shall be increased or decreased to such number of shares representing 8.41% of the equity interest of the Company, on a fully-diluted basis.

In 2007, two batches of share options were granted under the Plan. For share-based award granted with performance conditions (Batch A), one-third (1/3) of the option shall become vested and exercisable on the 181st day following the date of a Qualified IPO and the remaining two-thirds (2/3) of the share options shall become vested and exercisable on the first anniversary of a Qualified IPO. For share-based award granted with service conditions (Batch B), one-fourth (1/4) of the option shall vest and become exercisable on the first anniversary of the effective date of the employment and the remaining three-fourths (3/4) shall vest quarterly over the following eight quarters.

“Qualified IPO” shall mean a firm commitment, underwritten registered public offering by the Company of its Ordinary Shares on an internationally recognized, major stock exchange acceptable to the preferred share

F-31

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

holders (including, for example, the New York Stock Exchange or the NASDAQ), with a valuation of the Company, as a result of such public offering, of not less than US$400 million and with gross proceeds to the Company of at least US$100 million.

In 2008, two batches of share options were granted under the Plan based on service conditions. For Batch C, one-third (1/3) of the Option Shares covered by the grant shall vest and become exercisable on each of the first, second and third anniversary dates of the Effective Date of the Option Agreement. Under Batch D, one-third (1/3) of the Option Shares covered by the Option shall vest and become exercisable on each of the first, second and third anniversary dates of the date of Employment of Optionee.

On February 2, 2009, the Company granted share options for 200,000 shares to a certain employee. One-third (1/3) of the share options should vest and become exercisable on each of the first, second and third anniversary dates of the date of employment of the option holder.

On July 20, 2009, the Company granted 700,000 share options to certain employees. One-third (1/3) of the share options should vest and become exercisable on each of the first, second and third anniversary dates of the date of employment of option holders.

On August 20, 2009, the Company granted 2,500,000 share options to certain employees. Of the total 2,500,000 share options granted, 1,500,000 share options should vest one-half (1/2) of the option on the first anniversary of the effective date of the employment agreement between the option holders and the Company, with the remaining share options vesting on each of the following four calendar quarters. The remaining 1,000,000 share options should vest one-third (1/3) of the share options on each of the first, second and third anniversary dates of the date of employment of the option holders.

The exercise price for the purchase of Option Shares upon the exercise of all or any portion of the Option shall be the Fair Market Value price per Share on the date of grant as determined by the Administrator in its sole discretion. The Fair Market Value is provided by an independent third-party valuer at each of the share options’ grant date. The term of the share options is five years from the grant date.

Valuation Assumptions: The Company estimated the fair value of share options using Black-Scholes Option Pricing valuation model. The fair value of each option grant is estimated on the date of grant with the following weighted-average assumptions:

	Year ended December 31, 2007	Year ended December 31, 2008	Nine months ended September 30, 2009
Expected volatility	43.90%-48.30%	48.30%-53.30%	70.50%-75.40%
Risk-free interest rate	4.43%-5.49%	3.27%-4.13%	3.09%-3.76%
Dividend yield	0.00%	0.00%	0.00%
Expected term (in years)	3.4-4.8	3.2-3.5	3.1-3.5
Weighted average fair value of the underlying shares on the date of option grants (US$)	0.11	0.09	0.32

Expected Term: Due to insufficient historical information, giving consideration to the contractual terms of the share-based awards, the Company adopted the simplified method for estimating the expected term to represent the period that the Company’s share-based awards are expected to be outstanding.

Expected Volatility: The fair value of share-based payments made through the years ended December 31, 2007 and 2008 and the nine months ended September 30, 2009 was valued using the Black-Scholes Option

F-32

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

Pricing valuation method with a volatility factor based on the historical stock prices of comparable companies.

Expected Dividend: The Black-Scholes Option Pricing valuation model calls for a single expected dividend yield as an input. The Company has never declared or paid any cash dividends on its capital stock, and the Company does not anticipate any dividend payments on its ordinary shares in the foreseeable future.

Risk-Free Interest Rate: The Company bases the risk-free interest rate used in the Black-Scholes Option Pricing valuation method on the implied yield currently available on China Treasury Bonds constant maturities with an approximate equivalent remaining term.

Estimated Pre-vesting Forfeitures: When estimating forfeitures, the Company considers both voluntary and company termination behavior.

The following table summarizes the Group’s share options activities for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2009:

			Share options Outstanding
	Share options available		Number of Share options		Weighted Average Exercise Price (US$)
Balance as of December 31, 2006	40,000,000		-		-
Share options authorized	12,352,110		-		-
Share options granted	(45,300,000	)	45,300,000		0.12
Share options cancelled/forfeited	500,000		500,000		0.11
Balance as of December 31, 2007	7,552,110		44,800,000		0.12
Share options authorized	124,770		-		-
Share options granted	(4,700,000	)	4,700,000		0.09
Share options cancelled/forfeited	7,600,000		(7,600,000	)	0.11
Balance as of December 31, 2008	10,576,880		41,900,000		0.12
Share options granted	(3,400,000	)	3,400,000		0.32
Share options cancelled/forfeited	1,500,000		1,500,000		0.11
Balance as of September 30, 2009	8,676,880		43,800,000		0.13

The weighted-average grant date fair value of options granted for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2009 was US$0.05, US$0.04 and US$0.17 per option, respectively. The following table summarizes the weighted average remaining contractual life and exercise price for the share options outstanding and exercisable as of September 30, 2009:

	Share options Outstanding			Share options Exercisable
Range of Exercise Prices (US$)	Number of options outstanding	Weighted Average Remaining Contractual Life (In years)	Weighted Average Exercise Price (US$)	Number of options outstanding	Weighted Average Remaining Contractual Life (In years)	Weighted Average Exercise Price US($)
0.08	3,000,000	3.86	0.08	1,000,000	3.86	0.08
0.11-0.12	12,050,000	2.86	0.11	500,000	3.39	0.12
0.13	25,550,000	2.89	0.13	2,921,880	3.21	0.13
0.32-0.33	3,200,000	4.87	0.33	-	-	-
	43,800,000	3.10	0.13	4,421,880	3.38	0.11

F-33

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

There were no share options exercisable as of December 31, 2007. There were 1,475,000 and 4,421,880 share options exercisable as of December 31, 2008 and as of September 30, 2009, respectively. The total fair value of options vested is US$70,675 and US$198,972 (approximately RMB482,000 and RMB1,358,000) as of December 31, 2008 and September 30, 2009, respectively. The intrinsic value of exercisable share options has not been included as the Company was a private company in the periods presented.

Share-based compensation expense for share-based awards granted with performance conditions is to be recognized using the graded-vesting method. For the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009, the Company did not recognize any share-based compensation as the vesting of the performance condition awards is contingent upon a Qualified IPO which is not considered probable until the event happens. Share-based compensation expenses for other batches of share-based awards which are based on service conditions are recognized using the straight-line attribution approach. For the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009, the Company has recognized share-based compensation of approximately RMB44,000, RMB730,000, RMB536,000 (unaudited) and RMB1,257,000, respectively.

As of September 30, 2009, there was US$624,613 (approximately RMB4,264,000) of total unrecognized compensation cost related to non-vested share-based compensation granted under the plan. The cost is expected to be recognized over a weighted average period of 2.0 years.

18. EMPLOYEE BENEFIT PLANS

The Group participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. PRC labor regulations require the companies to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant labor bureau is responsible for meeting all retirement benefit obligations; the Group has no further commitments beyond its monthly contribution. Employees of the Company located in the PRC are covered by the retirement schemes defined by local practice and regulations, which are essentially defined contribution schemes. The PRC government is directly responsible for the payments of the benefits to these employees.

The total contributions for such employee benefits were approximately RMB11.2 million, RMB18.9 million, RMB15.7 million (unaudited), and RMB11.9 million for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009, respectively. Amounts accrued and included in salaries, commission and welfare payable in the accompanying balance sheets were approximately RMB4.6 million, RMB7.7 million and RMB8.2 million as of December 31, 2007 and 2008 and as of September 30, 2009, respectively.

19. COMMITMENTS AND CONTINGENCIES

a) Contractual obligations with franchisees

The Group establishes franchise arrangements with franchisees in the PRC to grant trademark of “CENTURY 21^®” for a contractual period and receives recurring franchise fees throughout the period. The Group is obligated to provide ongoing support to franchisees for the operation of “CENTURY 21^®” system and provide operational guidance and training to franchisees.

b) Operating lease commitments

The Group has operating lease agreements principally for its administrative offices and real estate brokerage stores. These leases expire by 2015 and are renewable upon negotiation. Rental expenses under operating leases

F-34

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009 were RMB38.3 million, RMB84.4 million, RMB64.1 million (unaudited) and RMB52.2 million, respectively.

Future minimum lease payments under these non-cancellable operating lease agreements as of September 30, 2009 are as follows (in RMB thousands):

The remainder of 2009	19,483
2010	60,922
2011	38,699
2012	19,783
2013	6,146
Thereafter	3,203
Total	148,236

c) Contingent guarantee obligations

The Group provides interim guarantee services to banking institutions for the mortgage services it refers to banks as part of its mortgage management services in Beijing. An interim guarantee covers the period beginning when the bank disburses the mortgage loan to the property buyer and ending when the mortgage registration certificate is issued to the bank by the applicable property registry, which generally takes one to six months. The Group measures its financial guarantees based on their fair values. The fair value of the financial guarantee as of December 31, 2007 and 2008 and as of September 30, 2009 were immaterial.

If a bank fails to obtain the mortgage registration certificate or the property buyer defaults on his payment obligations during the term of an interim guarantee, the Group may be required to pay the amount of the delinquent mortgage payments or any measurable loss suffered by the bank exceeding the payment already made by the buyer and the amount recoverable from the property. As of December 31, 2007 and 2008 and September 30, 2009, the contingent guarantee obligations of the Group were approximately RMB143.9 million, RMB227.8 million and RMB829.3 million, respectively.

The Group has not been required to pay any amounts with respect to its guarantee services since the commencement of this business. The Group performs regular assessment on any potential losses associated with the interim financial guarantees based on the payment status of the guaranteed loans. The Group accrued nil, nil and approximately RMB0.5 million for the estimated loss associated with the interim guarantees as of December 31, 2007 and 2008 and as of September 30, 2009, respectively.

d) Minimum Service Fees

The Group is required to pay annual minimum service fees to Realogy for the licensing of the CENTURY 21^® brand to 2025. The minimum service fees is the greater of the minimum of US$100,000 (approximately RMB683,000) or an amount calculated by multiplying US$500 (approximately RMB3,000) by the number of sales offices in our CENTURY 21^® franchise network. The minimum service fees for future years are as follows (in RMB thousands):

The remainder of 2009	-
2010	683
2011	683
2012	683
2013	683
Thereafter	7,686
Total	10,418

F-35

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

e) Litigation

From time to time, the Group is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, management does not believe that the ultimate outcome of these unresolved matters, individually and in the aggregate, is likely to have a material adverse effect on the Group’s financial position or results of operations. However, litigation is subject to inherent uncertainties and the Group’s view of these matters may change in the future. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Group’s financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods.

20. RELATED PARTY TRANSACTIONS

The table below sets forth the related parties and their relationships with the Group:

Related Parties	Relationships with the Group
Maxpro International Enterprises Inc. (“Maxpro”)	100% owned by Donald Zhang, the ultimate shareholder of the Company
Beijing Xinye Jiayuan Real Estate Consulting Services Co., Ltd. (“Xinye”)	80% owned by Donald Zhang, 20% owned by Harry Lu, the ultimate shareholders of the Company
Regional entities (Xiamen, Shandong, Xian)	Associates

As of December 31, 2007 and 2008 and September 30, 2009, the amounts due from/to related parties consisted of the following (in RMB thousands):

	December 31,		September 30,
	2007	2008	2009
Amounts due from related parties
Xinye	39,656	36,024	-
Maxpro	2,114	2,086	5,933
Directors	2,215	-	-
Regional entities	83	-	277
Total amounts due from related parties	44,068	38,110	6,210
Amounts due to related parties
Xinye	13,377	5,700	-
Maxpro	29,266	27,465	-
Regional entities	850	850	253
Total amounts due to related parties	43,493	34,015	253

The amounts due from Xinye were advances for the operations of Xinye. Amounts due to Xinye related to amounts payable for the transfer of the entities as part of the Reorganization. The balances with Xinye were unsecured, interest-free and had no fixed terms of repayment.

F-36

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

The amounts due from Maxpro related to the unsecured advances for the operations of Maxpro. The payable to Maxpro were advances for the operations of IFM Co. The amounts with Maxpro are unsecured, interest-free and have no fixed terms of repayment.

On September 22, 2009, the amounts due from/to Xinye and Maxpro were fully settled. On the same day, an advance of approximately RMB5.9 million was made to Maxpro which is due on demand.

Amounts due from Directors related to unsecured loans made to Directors bearing no interest. These amounts were fully repaid in 2008.

The amounts due from the three regional entities related to royalty fees receivable. The amounts due to the regional companies related to security deposits for franchise rights placed with the Group.

21. SEGMENT INFORMATION

The reportable segments represent the Group’s operating segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker (“CODM”) to assess performance and to allocate resources. In identifying its reportable segments, the Group also considers the nature of services provided by its operating segments. The Group’s CODM has been identified as the Chairman and Vice Chairman, who review the consolidated and segment results when making decisions about allocation of resources and assessing performance of the Group.

Management has determined that the Group operates in three reportable segments in 2007: Company-owned Brokerage Services located in Beijing and Shanghai, Franchise Services and Mortgage Management Services. Company-owned Brokerage Services in Beijing and Shanghai involve brokering transactions from secondary real estate property sales, purchases and leasing transactions, referral and service fees of mortgage loan transactions to our mortgage management services segment while Company-owned Brokerage Services in Shanghai also provides brokering services in primary real estate property sales and purchase transactions in addition to the above transactions in Beijing. Franchise Services generate revenue by selling regional franchise rights for the CENTURY 21^® brand in China to regional franchisees in various cities.

Company-Owned Brokerage Services located in Shenzhen was acquired in 2008 (see Note 7(b)) and became a new reportable segment. The Mortgage Management Services business grew substantially in 2008 and accordingly had its revenue, costs and expenses reviewed separately by the CODM starting from 2008. Mortgage Management Services include comprehensive advisory services in connection with the selection, application for and procurement of mortgage products offered by commercial banks.

Management evaluates the operating results of each of its reportable segments based upon (1) revenue from external customers, (2) commissions and other agent related costs, (3) operating costs, (4) selling, general and administrative expense, (5) income (loss) from operations and (6) net income (loss), each of which is presented in the Group’s Consolidated Statements of Operations. Corporate executive compensation and headquarters rental cost and interest income are not allocated among segments and are recorded as non-allocated items. The CODM does not review balance sheet information to measure the performance of the reportable segments, nor is this part of the segment information regularly provided to the CODM.

F-37

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

The following tables summarize the selected revenue and expense information for each reportable segment for the year ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009:

	Year ended December 31, 2007
	(in RMB thousands)
	Company-Owned Brokerage Services						Franchise Services		Non- allocated		Total
	Beijing		Shanghai		Total
Revenue from external customers	62,666		89,026		151,692		37,337		-		189,029
Commissions and other agent related costs	(30,914	)	(46,623	)	(77,537	)	(5,329	)	-		(82,866	)
Operating cost	(33,983	)	(38,045	)	(72,028	)	(7,858	)	-		(79,886	)
Selling, general and administrative expenses	(16,636	)	(31,081	)	(47,717	)	(17,754	)	(29,000	)	(94,471	)
(Loss) income from operations	(18,867	)	(26,723	)	(45,590	)	6,396		(29,000	)	(68,194	)
Net (loss) income	(18,656	)	(26,664	)	(45,320	)	6,478		(33,932	)	(72,774	)

	Year ended December 31, 2008
	(in RMB thousands)
	Company-Owned Brokerage Services						Total		Franchise Services		Mortgage Management Services		Non- allocated		Total
	Beijing		Shanghai		Shenzhen
Revenue from external customers	75,543		126,830		3,703		206,076		56,633		10,650		-		273,359
Commissions and other agent related costs	(58,394	)	(84,693	)	(3,517	)	(146,604	)	(2,130	)	(2,816	)	-		(151,550	)
Operating cost	(58,071	)	(70,496	)	(4,010	)	(132,577	)	(12,291	)	(1,589	)	-		(146,457	)
Selling, general and administrative expenses	(23,095	)	(26,989	)	(2,721	)	(52,805	)	(13,772	)	(5,561	)	(30,814	)	(102,952	)
(Loss) income from operations	(64,017	)	(55,348	)	(6,545	)	(125,910	)	28,440		684		(30,814	)	(127,600	)
Net (loss) income	(63,938	)	(55,297	)	(6,183	)	(125,418	)	27,000		225		(33,694	)	(131,887	)

	Nine Months ended September 30, 2008 (unaudited)
	(in RMB thousands)
	Company-Owned Brokerage Services						Total		Franchise Services		Mortgage Management Services		Non- allocated		Total
	Beijing		Shanghai		Shenzhen
Revenue from external customers	50,196		101,752		1,755		153,703		47,271		7,903		-		208,877
Commissions and other agent related costs	(44,981	)	(65,662	)	(1,843	)	(112,486	)	(1,777	)	(1,987	)	-		(116,250	)
Operating cost	(43,734	)	(54,254	)	(1,919	)	(99,907	)	(9,899	)	(1,083	)	-		(110,889	)
Selling, general and administrative expenses	(18,284	)	(21,997	)	(1,127	)	(41,408	)	(8,783	)	(4,404	)	(21,861	)	(76,456	)
(Loss) income from operations	(56,803	)	(40,161	)	(3,134	)	(100,098	)	26,812		429		(21,861	)	(94,718	)
Net (loss) income	(56,744	)	(40,119	)	(3,128	)	(99,991	)	25,439		314		(25,060	)	(99,298	)

	Nine Months ended September 30, 2009
	(in RMB thousands)
	Company-Owned Brokerage Services						Total		Franchise Services		Mortgage Management Services		Non- allocated		Total
	Beijing		Shanghai		Shenzhen
Revenue from external customers	187,077		200,414		20,446		407,937		13,287		22,467		-		443,691
Commissions and other agent related costs	(85,970	)	(96,125	)	(11,906	)	(194,001	)	(688	)	(3,289	)	-		(197,978	)
Operating cost	(34,292	)	(38,153	)	(6,879	)	(79,324	)	(4,738	)	(1,121	)	-		(85,183	)
Selling, general and administrative expenses	(17,666	)	(16,867	)	(3,398	)	(37,931	)	(8,922	)	(5,331	)	(18,094	)	(70,278	)
Income (loss) from operations	49,149		49,269		(1,737	)	96,681		(1,061	)	12,726		(18,094	)	90,252
Net income (loss)	49,250		49,329		(1,712	)	96,867		(1,538	)	9,927		(16,923	)	88,333

F-38

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

All of the Group’s revenues from external customers are generated in the PRC.

22. SUBSEQUENT EVENTS

(a) On August 17, 2009, the Company entered into a definitive agreement to establish a majority-owned subsidiary in Beijing, China, which will engage in advisory services focusing on commercial properties. In accordance with the agreement, the Company will need to inject RMB2.55 million as paid-in capital, and will initially own 85% of this entity and has the option to acquire the remaining 15% depending on operation performance. As of October 31, 2009, this subsidiary has not been established.

(b) On October 20, 2009, the Company established a majority-owned subsidiary in Beijing, China, which will engage in advisory services focusing on the primary residential properties market. In accordance with the agreement, the Company injected RMB700,000 as paid-in capital and initially owns 70% of this entity and has the option to acquire the remaining 30% depending on the operation’s performance.

(c) On October 22, 2009, a special resolution of the Board was made to amend the Third Amended and Restated Articles of Association of the Company with respect to the performance-based adjustments to the Series A Preferred Shares. The change in fair value to the Series A Preferred Shares as a result of this modification was immaterial.

(d) On November 30, 2009, the amounts due from Maxpro were fully settled in cash.

(e) On December 30, 2009, in preparation for the intended Qualified IPO, the shareholders and Board of the Company approved resolutions effecting certain amendments to the authorised and issued share capital to:

(i) effect a 10-for-one split of the Company’s share capital pursuant to which each ordinary share, Series A and Series B convertible preferred share of the Company was subdivided into 10 shares at a par value of US$0.001 per share.

(ii) immediately upon the closing of the Qualified IPO prior to March 31, 2010:

• increase the authorised share capital of the Company from US$1,325,114 divided into 1,013,746,760 ordinary shares, 200,000,000 Series A Preferred Shares and 111,367,270 Series B Preferred Shares to US$3,333,000 divided into 3,021,632,730 ordinary shares, 200,000,000 Series A Preferred Shares and 111,367,270 Series B Preferred Shares by the creation of an additional 2,007,885,970 ordinary shares;

• reorganize the share capital such that the total authorised share capital of the Company of 3,333,000,000 shares of a nominal or par value of US$0.001 each shall be reclassified and re-designated into 3,133,000,000 Class A ordinary shares of a nominal or par value of US$0.001 each (the “Class A Ordinary Shares”), 100,000,000 Class B ordinary shares of a nominal or par value of US$0.001 each (the “Class B Ordinary Shares”) and 100,000,000 preferred shares of a nominal or par value of US$0.001 each (the “Preferred Shares”);

• convert all of the then currently issued and outstanding 200,000,000 Series A Preferred Shares and 111,367,270 Series B Preferred Shares into 238,842,277 Class A Ordinary Shares in accordance with the conversion rights disclosed in Note 15;

• re-designate all of the then issued and outstanding ordinary shares into Class A Ordinary Shares on a one to one basis and further re-designate 80,502,938 of the then issued and outstanding Class A Ordinary Shares registered in the name of Goldman Sachs Strategic Investments (Asia) L.L.C. into 80,502,938 Class B Ordinary Shares.

F-39

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

(iii) On October 22, 2009, a special resolution of the Board was made to amend the Third Amended and Restated Articles of Association of the Company with respect to the performance-based adjustments to the Series A Preferred Shares, which resulted in a modification to the Company’s share options. This modification made each share option exercisable into 0.87 ordinary shares upon the completion of a Qualified IPO prior to March 31, 2010. If the completion of Qualified IPO occurs subsequent to March 31, 2010, the number of ordinary shares that can be purchased by 1 share option would be further adjusted. This modification does not result in any incremental fair value because the terms of the share options included such anti-dilution provisions.

All share and per share amounts presented in the consolidated financial statements have been restated on a retroactive basis to reflect the effect of share split and issuances.

(f) The Group has performed an evaluation of subsequent events through January 5, 2010, which is the date the financial statements were issued, with no other events or transactions needing recognition or disclosure identified.

23. RESTRICTED NET ASSETS

Relevant PRC laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the PRC subsidiaries are required to annually appropriate 10% of net after-tax income to the general reserve fund or statutory surplus fund (see Note 2(w)) prior to payment of any dividends, unless such reserve funds have reached 50% of its respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the PRC subsidiaries are restricted in their ability, which restricted portion amounted to approximately RMB293.5 million, RMB264.0 million and RMB313.3 million as of December 31, 2007 and 2008 and as of September 30, 2009, respectively. Even though the Company currently does not require any such dividends, loans or advances from the PRC subsidiaries for working capital and other funding purposes, the Company may in the future require additional cash resources from the PRC subsidiaries due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends to make distributions to shareholders.

24. ADDITIONAL INFORMATION—CONDENSED FINANCIAL STATEMENTS

The separate condensed financial statements of IFM Investments Limited (the “Company”) as presented below have been prepared in accordance with Securities and Exchange Commission Regulation S-X Rule 5-04 and Rule 12-04 and present the Company’s investments in its subsidiaries under the equity method of accounting. Such investments are presented on the separate condensed balance sheets of the Company as “Long-term investments”.

The Company was incorporated in the Cayman Islands on November 30, 2005, by IFM Holding Company Ltd. (“IFM Holding”), a Cayman Islands exempt company. IFM Holding was a wholly-owned subsidiary of Maxpro International Enterprise, Inc. (“Maxpro”), a New York corporation. Maxpro was 100% owned by Mr. Donald Zhang.

The subsidiaries did not pay any dividend to the Company for the periods presented. Certain information and footnote disclosures generally included in financial statements prepared in accordance with US GAAP have been condensed and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company.

The Company did not have significant capital and other commitments, long-term obligations, or guarantees as of September 30, 2009.

F-40

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

Operating expense for the Company for the years ended December 31, 2007 and 2008 and for the nine months ended September 30, 2008 and 2009 included share-based compensation as a result of the options granted to employees of the Company in 2007, 2008, and 2009. Total share-based compensation for the years ended December 31, 2007 and 2008, and for the nine months ended September 30, 2008 and 2009 were approximately RMB44,000, RMB730,000, RMB536,000 (unaudited) and RMB1,257,000, respectively.

F-41

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

Financial information of parent company

Condensed Balance Sheets

(in thousands, except par value)

	December 31,				September 30,
	2007           RMB		2008           RMB		2009 RMB		2009 US$
							(Note 2(c))
ASSETS
Current assets:
Cash and cash equivalents	84,232		52,238		8,887		1,302
Amounts due from subsidiaries, associates and related parties	45,223		34,583		64,922		9,511
Prepaid expenses and other current assets	1,410		-		-		-
Total current assets	130,865		86,821		73,809		10,813
Non-current assets:
Long-term investments	254,339		175,424		270,365		39,607
Total assets	385,204		262,245		344,174		50,420
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses and other current liabilities	5,034		5,897		2,520		369
Amounts due to subsidiaries, associates and related parties	15,205		6,809		2,524		370
Total liabilities	20,239		12,706		5,044		739
Convertible redeemable preferred shares (US$0.001 par value, 305,254, 311,367 and 311,367 shares authorized, issued and outstanding with redemption value of RMB 547,379, RMB 566,470 and RMB 566,470 as of December 31, 2007 and 2008 and as of September 30, 2009, respectively)	469,971		501,892		514,162		75,322
Shareholders’ deficit:
Ordinary shares (US$0.001 par value, 1,003,609, 1,013,747 and 1,013,747 shares authorized as of December 31, 2007 and 2008 and as of September 30, 2009; 260,000 shares issued and outstanding as of December 31, 2007 and 2008 and as of September 30, 2009, respectively)	2,152		2,152		2,152		315
Additional paid-in capital	28,537		13,508		2,496		366
Accumulated deficit	(135,695	)	(268,013	)	(179,680	)	(26,322	)
Total shareholders’ deficit	(105,006	)	(252,353	)	(175,032	)	(25,641	)
Total liabilities, convertible redeemable preferred shares and shareholders’ deficit	385,204		262,245		344,174		50,420

F-42

IFM INVESTMENTS LIMITED

Notes to Consolidated Financial Statements — (Continued)

Financial information of parent company

Condensed Statements of Operations

(in thousands)

	Year Ended December 31,				Nine Months Ended September 30,
	2007           RMB		2008           RMB		2008 RMB		2009 RMB		2009 US$
					(unaudited)				(Note 2(c))
Costs and expenses:
Selling, general and administrative expenses	(16,343	)	(14,202	)	(8,897	)	(6,573	)	(963	)
Total costs and expenses	(16,343	)	(14,202	)	(8,897	)	(6,573	)	(963	)
Loss from operations	(16,343	)	(14,202	)	(8,897	)	(6,573	)	(963	)
Interest income	901		1,325		1,048		19		3
Foreign currency exchange loss	(8,425	)	(7,635	)	(7,316	)	(54	)	(8	)
Loss before share of subsidiaries’ and associates’ losses (income)	(23,867	)	(20,512	)	(15,165	)	(6,608	)	(968	)
Share of subsidiaries’ and associates’ (losses) income	(50,254	)	(111,806	)	(84,564	)	94,941		13,908
Net (loss) income	(74,121	)	(132,318	)	(99,729	)	88,333		12,940
Accretion of convertible redeemable preferred shares	(7,247	)	(15,759	)	(11,735	)	(12,269	)	(1,797	)
Income allocated to participating preferred shareholders	-		-		-		(41,451	)	(6,072	)
Net (loss) income attributable to ordinary shareholders	(81,368	)	(148,077	)	(111,464	)	34,613		5,071

Condensed Statements of Cash Flows

(in thousands)

	Year Ended December 31,				Nine Months Ended September 30,
	2007     RMB		2008     RMB		2008     RMB		2009     RMB		2009     US$
					(unaudited)				(Note 2(c))
Net cash used in operating activities	(20,754	)	(13,736	)	(10,566	)	(9,959	)	(1,459	)
Net cash used in investing activities	(201,190	)	(32,889	)	(32,889	)	-		-
Net cash provided by (used in) financing activities	279,341		19,137		18,354		(33,367	)	(4,888	)
Effect of exchange rate changes on cash and cash equivalents	(3,898	)	(4,506	)	(4,743	)	(25	)	(4	)
Net increase (decrease) in cash and cash equivalents	53,499		(31,994	)	(29,844	)	(43,351	)	(6,351	)
Cash and cash equivalents at the beginning of year/period	30,733		84,232		84,232		52,238		7,653
Cash and cash equivalents at the end of year/period	84,232		52,238		54,388		8,887		1,302

F-43

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated Articles of Association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own fraud or dishonesty.

Pursuant to the form of indemnification agreements filed as Exhibit 10.2 to this Registration Statement, we will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

The form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent Sales of Unregistered Securities.

During the past three years, we have issued the following securities (including options to acquire our ordinary shares). We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. On January 4, 2010, we effected a share split whereby all of our issued and outstanding 26,000,000 ordinary shares of par value US$0.01 each, 20,000,000 Series A preferred shares of par value US$0.01 each and 11,136,727 Series B preferred shares of par value US$0.01 each were divided into 260,000,000 ordinary shares of US$0.001 par value each, 200,000,000 Series A preferred shares of par value US$0.001 each and 111,367,270 Series B preferred shares of par value US$0.001 each, respectively, and the number of our authorized shares was increased from 101,374,676 to 1,013,746,760. The share split has been retroactively reflected for the information presented below.

Purchaser	Date of Sale or Issuance	Number of Securities	Consideration (US$)	Underwriting Discount and Commission
Goldman Sachs Strategic Investments (Asia) L.L.C.	August 24, 2006	200,000,000 Series A preferred shares	22,000,000	Not applicable
GL Asia Mauritius II Cayman Ltd	October 19, 2007	105,253,600 Series B preferred shares	40,000,000	Not applicable
Realogy Corporation	February 21, 2008	6,113,670 Series B preferred shares	2,323,406	Not applicable
Certain directors, officers, employees, and consultants of the Registrant	July 16, 2007	options to purchase a total of 39,800,000 ordinary shares	Not applicable1	Not applicable
Certain directors, officers, employees, and consultants of the Registrant	December 17, 2007	options to purchase a total of 5,500,000 ordinary shares	Not applicable1	Not applicable

II-1

Purchaser	Date of Sale or Issuance	Number of Securities	Consideration (US$)	Underwriting Discount and Commission
Certain directors, officers, employees, and consultants of the Registrant	February 20, 2008	options to purchase a total of 1,700,000 ordinary shares	Not applicable1	Not applicable
Certain directors, officers, employees, and consultants of the Registrant	August 11, 2008	options to purchase a total of 3,000,000 ordinary shares	Not applicable1	Not applicable
Certain directors, officers, employees, and consultants of the Registrant	February 2, 2009	options to purchase a total of 200,000 ordinary shares	Not applicable1	Not applicable
Certain directors, officers, employees, and consultants of the Registrant	July 20, 2009	options to purchase a total of 700,000 ordinary shares	Not applicable1	Not applicable
Certain directors, officers, employees and consultants of the Registrant	August 20, 2009	options to purchase a total of 2,500,000 ordinary shares	Not applicable1	Not applicable

¹ Issued pursuant to the 2006 Stock Incentive Plan, as amended

Item 8. Exhibits and Financial Statement Schedules.

(a)    Exhibits

See Exhibit Index beginning on page II-5 of this registration statement.

Item 9. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)        For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(b) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)        For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People's Republic of China, on January 5, 2010.

IFM INVESTMENTS LIMITED
By:	/s/  Donald Zhang
	Name: Donald Zhang
	Title:  Chairman of the Board of Directors            Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Donald Zhang and Harry Lu, and each of them singly, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signatures	Title	Date
/s/  Donald Zhang Name: Donald Zhang	Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)	January 5, 2010
/s/  Harry Lu Name: Harry Lu	Vice Chairman of the Board of Directors and President	January 5, 2010
/s/  Kevin Cheng Wei Name: Kevin Cheng Wei	Director and Chief Financial Officer (principal financial and accounting officer)	January 5, 2010
/s/  Weiping Zhang Name: Weiping Zhang	Director	January 5, 2010
/s/  Jennifer Tang Name: Jennifer Tang	Director	January 5, 2010
/s/  Qiang Chai Name: Qiang Chai	Director	January 5, 2010
/s/  Liang Pei Name: Liang Pei	Director	January 5, 2010
/s/  Gregory F. Lavelle Name: Gregory F. Lavelle Title:  Managing Director            Puglisi & Associates	Authorized Representative in the United States	January 5, 2010

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IFM INVESTMENTS LIMITED

EXHIBIT INDEX

Exhibit Number	Description of Documents
1.1*	Form of Underwriting Agreement.
3.1	Memorandum and Articles of Association of the Registrant, as currently in effect.
3.2	Amended and Restated Memorandum and Articles of Association of the Registrant.
4.1	Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3).
4.2	Registrant’s Specimen Certificate for Class A ordinary shares.
4.3*	Form of Deposit Agreement among the Registrant, the depositary and holder of the American Depositary Receipts.
4.4	Registration Rights Agreement, dated as of December 30, 2009, granting registration rights to certain shareholders of the Registrant.
5.1	Form of Opinion of Conyers Dill & Pearman regarding the validity of the ordinary shares being registered.
8.1	Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain U.S. tax matters.
8.2	Form of Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters.
10.1	Amended and Restated 2006 Stock Incentive Plan.
10.2	Form of Indemnification Agreement with the Registrant’s directors.
10.3	Form of Employment Agreement with Donald Zhang, Harry Lu, Kevin Cheng Wei, Kevin Yung and Weiping Zhang.
10.4	English translation of Form of Labor Contract with Lihong Ma, Hao Wang, Qifeng Tan and Sheng Kang.
10.5	English translation of Labor Contract with Wang Yui Fung.
10.6	English translation of Labor Contract with Hau Piu Ip.
10.7	Restated CENTURY 21 International Sub-franchise Agreement for the People’s Republic of China, dated as of March 22, 2000.
21.1	Subsidiaries of the Registrant.
23.1	Consent of PricewaterhouseCoopers Zhong Tian CPAs Limited Company, an Independent Registered Public Accounting Firm.
23.2	Consent of Conyers & Dill Pearman (included in Exhibit 5.1).
23.3	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1).
23.4	Consent of Jun He Law Offices.
23.5	Consent of Conor Chiahung Yang.
23.6	Consent of Kevin Yung.
24.1	Powers of Attorney (included on signature page).
99.1	Code of Business Conduct and Ethics of the Registrant.

* To be filed by amendment.

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EX-3.1

Exhibit 3.1

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 Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands, British West Indies or at such other place as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and shall include, but without limitation, the following:

(a)	(i)	To carry on the business of an investment company and to act as promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations.
	(ii)	To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including services.

(b) To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit.

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(c) To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of and deal with real and personal property and rights of all kinds and, in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licenses, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of all kinds.

(d) To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership or into any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organise any company, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient.

(e) To stand surety for or to guarantee, support or secure the performance of all or any of the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether or not the Company shall receive valuable consideration thereof.

(f) To engage in or carry on any other lawful trade, business or enterprise which may at any time appear to the Directors of the Company capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the Directors or the Company likely to be profitable to the Company.

In the interpretation of this Memorandum of Association in general and of this Clause 3 in particular no object, business or power specified or mentioned shall be limited or restricted by reference to or inference from any other object, business or power, or the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and that, in the event of any ambiguity in this clause or elsewhere in this Memorandum of Association, the same shall be resolved by such interpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by the Company.

4. Except as prohibited or limited by law, the Company shall have full power and authority to carry out any object and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this Memorandum of Association and the Articles of Association of the Company considered necessary or convenient in the manner set out in the Articles of Association of the Company, and the power to do any of the following acts or things, viz: to pay all expenses of and incidental to the promotion,

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formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest monies of the Company in such manner as the Directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to Members of the Company; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to Directors, officers, employees, past or present and their families; to purchase Directors and officers liability insurance and to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the Directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a license is required under the laws of the Cayman Islands when so licensed under the terms of such laws.

5. The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

The share capital of the Company is US $1,325,114.03 divided into 101,374,676 Ordinary Shares of a nominal or par value of US$0.01 each, 20,000,000 Series A Shares of a nominal or par value of US$0.01 each and 11,136,727 Series B Shares of a nominal or par value of US$0.01 each with the power, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2007 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preferred or otherwise shall be subject to the powers hereinbefore contained.

6. If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 193 of the Companies Law (2007 Revision) and, subject to the provisions of the Companies Law (2007 Revision) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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THE COMPANIES LAW OF THE CAYMAN ISLANDS (2007 REVISION)

COMPANY LIMITED BY SHARES

FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

IFM INVESTMENTS LIMITED

(Adopted by Special Resolution of the Shareholders on October 22, 2009)

Definitions

1. In these Articles, Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“Additional Ordinary Shares” means all Ordinary Shares issued by the Company; provided that the term “Additional Ordinary Shares” does not include (i) any securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, share purchase, share bonus or other equity incentive plans, agreements or arrangements of the Company; (ii) securities issued upon conversion of the Preferred Shares or upon exercise of any outstanding warrants or options; (iii) securities issued in connection with any share split, share dividend, combination, recapitalization or other similar transaction of the Company; or (iv) any other security that is issued with the approval of a majority of the Board of Directors and each of the Investors’ Directors.

“Additional Series B SPA” means that certain Securities Purchase Agreement dated January 31, 2008 by and among the Company, Realogy and each of the Company Warrantors, the Founders, IFM Overseas, GL and GL Mauritius GS and Goldman Sachs Strategic Holdings Limited, as amended from time to time.

“Alternate Director” means an acting director appointed by a Director to temporarily perform his functions as a Director of the Company as described in Article 78.

“Amended 2006 ESOP” means the employee stock option plan which permits the issuance of up to 8,527,494 Ordinary Shares to key employees, officers, directors, consultants or other service providers of the Company.

“Ancillary Agreements” means, collectively, the Memo and Articles and the Right of First Refusal and Co-Sale Agreement.

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“Annual Business Plan” means the annual business plan and budget prepared by the Company.

“Applicable Series” has the meaning set forth in Article 20.

“Articles” or “Articles of Association” means these Articles as originally framed or as from time to time altered by Special Resolution.

“Auditors” mean the persons who for the time being perform the duties of auditors for the Company.

“Automatic Conversion Event” has the meaning set forth in Article 17.

“Board of Directors” means the board of directors for the time being of the Company.

“Breach Notice” has the meaning set forth in Article 13(a).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in New York, Hong Kong and Beijing.

“Cendant Subfranchise Agreement” means that certain Restated Century 21 International Subfranchise Agreement for the Peoples Republic of China dated March 22, 2000 between Cendant Global Services B.V. and IFMCo, and as amended on October 4, 2005.

“Century 21 Marks and System” has the meaning as set forth in the Cendant Subfranchise Agreement.

“Closing for Series A Shares” means 10 am., on 24 August, 2006.

“Closing for Series B Shares” means 10 am., on 19 October, 2007.

“Combined Years 2/3 Milestone” means the Company’s combined average (arithmetic average) NPAT for the twelve (12) month periods ending on December 31,2008 and December 31, 2009 (“Combined Year 2/3”), which shall be no less than RMB89,210,000. The Company’s financial statements for purposes of the Year 2, Year 3 and Combined Years 2/3 Milestones shall be prepared in accordance with US GAAP and audited by a “Big Four” accounting firm reasonably acceptable to GS.

“Company” means the above-named IFM Investments Limited.

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“Conversion Date” means the date specified in any notice served by a holder of Preferred Shares electing to convert such shares or the date on which automatic conversion is to occur in accordance with Article 17.

“Conversion Price” means the price at with each Ordinary Share shall be issued upon conversion of the Preference Shares without the payment of any additional consideration by the holders thereof, and initially means, with respect to the Series A Preference Shares US$1.10 per share, and with respect to the Series B Preference Shares US$3.7670 per share, each as adjusted pursuant to Articles 21 and 22 hereto.

“Conversion Shares” means Ordinary Shares issuable upon conversion of the Preferred Shares.

“Cooperation Agreement” means the Cooperation Agreement between IFMCo and IFM Beijing dated June 30, 2002 and its supplements and amendments dated January 10, 2003, December 10, 2005, and July 10, 2007.

“Directors” mean duly elected and incumbent members of the Board of Directors of the Company and each of them a “Director”.

“Dispute Notice” has the meaning set forth in Article 13(d).

“Dollars” or “US$” refers to the dollar currency of the United States of America and references to cents or ¢ should be construed accordingly.

“Effective Series A Conversion Price” means, with respect to any Ordinary Share Equivalent at a given time, an amount equal to the quotient of (i) the sum of any consideration, if any, received by the Company with respect to the issuance of such Ordinary Share Equivalent and the lowest aggregate consideration receivable by the Company, if any, upon the exercise, exchange or conversion of the Ordinary Share Equivalent over (ii) the number of Ordinary Shares issuable upon the exercise, conversion or exchange of the Ordinary Share Equivalent.

“Electronic Messaging” means the type of Electronic Record that is transmitted via an electronic network to the e-mail address of a person.

“Electronic Record” has the same meaning as in the Electronic Transactions Law (2003 Revision) of the Cayman Islands.

“Exchangeable Note” means the Exchangeable Note issued by IFM Overseas to GL pursuant to the Note Purchase Agreement.

“Founders” means Mr. Donald Zhang and Mr. Harry Hang Lu.

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“Genius” means Genius Nation Investment Limited, a company incorporated and existing under the laws of British Virgin Islands.

“Group Company” means each of IFM Overseas, the Company and Persons (other than a natural person) controlled by the Company, including without limitation, IFMCo, Genius, IFM Beijing, Shanghai Anshijie, the Shanghai Regional Subfranchisor, and each MMC Entity and NRT Entity, and “Group Companies” means each Group Company collectively taken together.

“Fully-Diluted Basis” means (i) the number of Ordinary Shares which would be outstanding if all securities convertible into or exchangeable or exercisable for Ordinary Shares held by all security holders, including without limitation any holder of options to purchase Ordinary Shares pursuant to the Amended 2006 ESOP, were converted or exchanged or exercised in full and (ii) as applied to a particular shareholder, the number of Ordinary Shares which would be held by such Shareholder if all securities convertible into or exchangeable or exercisable for Ordinary Shares held by such Shareholder were converted or exchanged or exercised in full.

“GS” means Goldman Sachs Strategic Investments (Asia) L.L.C. and any of its permuted assignees.

“GL” means GL Asia Mauritius II Cayman Ltd. and any of its permitted assignees.

“GL Mauritius” means GL Asia Mauritius II Ltd. and any of its permitted assignees.

“IFM Being” means Beijing IFM Franchise Consultant Co., Ltd.

“IFMCo” means IFM Company Ltd., a Cayman Islands company.

“IFM Overseas” means IFM Overseas Partners L.P., a Cayman Islands limited partnership acting by its general partner, IFM Overseas Limited.

“Intellectual Property” means any and all (i) rights to sub-license Century 21 Marks and System (as defined in the Cendant Subfranchise Agreement), (ii) the real estate agency information management system, or sales information system, including all upgrades thereto, (iii) registered and unregistered copyrights, copyright registrations and applications, author’s rights and works of authorship, (iv) know-how, trade secrets and patents (including symbolic patents), (v) proprietary processes and operational procedures, (vi) trade names, trade dress, trademarks, and service marks, and registrations and applications therefor, and (vii) the goodwill of the business symbolized or represented by the foregoing, customer lists and other proprietary information and common-law rights.

“Investors” means GS, GL and any of their permitted transferees and assignees.

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“Investors’ Directors” means the Series A Directors and the Series B Director.

“IPO” means a firm-commitment underwritten initial public offering of the Company’s Ordinary Shares.

“Liquidation Preference” means the superior right holders of the outstanding Preferred Shares have in an event of liquidation, dissolution or winding-up of the Company as set forth in Article 127.

“Maxpro” means Maxpro International Enterprise, Inc., a New York corporation.

‘Member” shall bear the meaning ascribed to in the Statute.

“Memo and Articles” means the Memorandum of Association and Articles of Association as amended from time to time, pursuant to the laws of the Cayman Islands.

“MMC Business” means estate mortgage services, housing financial services, property evaluation services, guaranty, settlement and insurance service business in China conducted by the MMC Entities.

“MMC Entities” means one or more offshore holding companies, either directly or indirectly, wholly-owned by the Company, and one or more wholly foreign-owned enterprises owned by such holding companies, which will own and operate the MMC Business in China.

“Month” means calendar month.

“Note Purchase Agreement” means that certain Note Purchase Agreement dated September 11, 2007 by and among IFM Overseas and GL, as amended from time to time.

“NPAT” means audited consolidated net profit after tax.

“NRT Business” means the real estate brokerage business conducted in the PRC by the NRT Entities, which shall comply with the terms and conditions of the Cendant Subfranchise Agreement.

“NRT Entities” means one or more entities wholly owned by such entity approved by the Investors, in each case, and established or acquired in the PRC to own and operate the NRT Business, including without limitation Shanghai Ruifeng Real Estate Investment Consultant Co., Ltd. and Beijing Anxinruide Real Estate Agency Co., Ltd.

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“Ordinary Shares” means ordinary shares in the capital of the Company of par value US$0.01 and having the rights provided for in these Articles.

“Ordinary Share Directors” means the four directors appointed by holders of a majority of the Ordinary Shares pursuant to Article 69.

“Ordinary Share Equivalents” has the meaning set forth in Article 20(b).

“Original Issue Date” means in relation to Preferred Shares, the first date on which any share of the applicable series of Preferred Shares are first issued by the Company.

“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“PRC” means the People’s Republic of China, but solely for the purposes of this Memo and Articles, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and the islands of Taiwan.

“Preferred Shares” means the Series A Shares and Series B Shares.

“Preferred Share Percentage” means eighty percent (80%).

“Qualified Exchange” means (i) The New York Stock Exchange, the Nasdaq Global Select Market, or the Nasdaq Global Market or (ii) any other exchange of recognized international reputation and standing duly approved by the Board of Directors, including the affirmative vote of the Series A Directors and the Series B Director.

“Qualified IPO” means a firm commitment, underwritten registered IPO by the Company of its Ordinary Shares on either a Qualified Exchange or other internationally recognized, major stock exchange approved by, among others, the Series A Director and the Series B Director, that values the Company at no less than US$400,000,000 immediately after the IPO and that results in aggregate proceeds to the Company of at least US$100,000,000, net of Selling Expenses, as evidenced by the due execution of an underwriting or similar agreement in relation to the public offering.

“Realogy” means Realogy Corporation, a Delaware, U.S.A. corporation.

“Recapitalization” means any share split, share dividend, share combination or consolidation or other recapitalization in relation to the shares of the Company.

“Redemption Date” has the meaning set for in Article 13(a).

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“Redemption Notice” has the meaning set for in Article 13(a).

“Redemption Request” has the meaning set for in Article 13(a).

“Regional Subfranchisor Equity Interests” means a 51% equity interest in IFM Beijing, a 51% equity interest in Shanghai Ya Ye Real Estate Agency Company Limited, a 15% equity interest in Shandong San Lian Real Estate Agency Company Limited, a 10% equity interest in Xiamen Shi Ji Tong He Real Estate Consulting Company Limited, a 10% equity interest in Nanjing Xin Cheng Shi Real Estate Consulting Company Limited, and a 10% equity interest in Shanxi Li De Industry Investment Co Ltd.

“Regional Subfranchisors” means Shanghai Ya Ye Real Estate Agency Company Limited Shandong San Lian Real Estate Agency Company Limited Xiamen Shi Ji Tong He Real Estate Consulting Company Limited Nanjing Xin Cheng Shi Real Estate Consulting Company Limited and Shanxi Li De Industry Investment Co Ltd.

“Registered Office” means the registered office for the time being of the Company.

“Right of First Refusal and Co-Sale Agreement” means the amended and restated right of first refusal and co-sale agreement entered into between the Company, the Founders, GS, GL, Realogy and IFM Overseas.

“RMB” means Renminbi, the legal currency of the PRC.

“Seal” means the common seal of the Company and includes every duplicate seal.

“Secretary” includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.

“Selling Expenses” means, with respect to the issue or sale of any securities, any expenses payable directly or indirectly by the Company and any underwriting, brokerage or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale.

“Series A Conversion Price” has the meaning set forth in Article 14, as adjusted pursuant to Articles 20 and 21.

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“Series A Directors” means the two directors appointed by the holders of a majority of the Series A Shares pursuant to Article 69.

“Series A Original Purchase Price” means, with respect to the Series A Shares, US$1.10 per share.

“Series A Redemption Price” has the meaning set forth in Article 13(a).

“Series A Shares” means preferred shares in the capital of the Company of par value US$0.01, all of which are designated as Series A Shares issued subject to and in accordance with the Statute and these Articles and having the rights provided for in these Articles.

“Series A SPA” means that certain Stock Purchase Agreement dated December 19, 2005 by and among the Company, GS, each of the Company Warrantors (as set forth therein) and the Founders, and as amended from time to time.

“Series B Conversion Price” has the meaning set forth in Article 14, as adjusted pursuant to Articles 20 and 21.

“Series B Director” means the one director appointed by the holders of a majority of the Series B Shares pursuant to Article 69.

“Series B Original Purchase Price” means, with respect to the Series B Shares, US$3.7670 per share, provided that with respect to the Series B Shares purchased by Realogy pursuant to the Additional Series B SPA, the Series B Original Purchase Price means US$3.80 per share (together with the Series A Original Purchase Price, the “Original Purchase Price”).

“Series B Redemption Price” has the meaning set forth in Article 13(b).

“Series B Shares” means preferred shares in the capital of the Company of par value US$0.01, all of which are designated as Series B Shares issued subject to and in accordance with the Statute and these Articles and having the rights provided for in these Articles.

“Series B SPA” means that certain Securities Purchase Agreement dated September 11, 2007 by and among the Company, GL, GL Mauritius and each of the Company Warrantors (as set forth therein), the Founders, IFM Overseas, GS and Goldman Sachs Strategic Holdings Limited, as amended from time to time.

“Shanghai Anshijie” means Shanghai Anshijie Real Estate Investment Consultant Co., Ltd.

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“Shanghai Regional Subfranchisor” means Shanghai Ya Ye Real Estate Agency Company Limited

“Special Resolution” has the same meaning as in the Statute and includes a resolution approved in writing as described herein.

“Statute” means the Companies Law of the Cayman Islands as amended and every statutory modification or re-enactment thereof for the time being in force.

“US GAAP” means generally accepted accounting principles in the United States, consistently applied, as in effect from time to time.

“Written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record.

“Xinye” means Beijing Xin Ye Jia Yuan Real Estate Consulting Services Company Limited

“Year 2 Milestone” means the Company’s NPAT for the twelve (12) month period from January 1, 2008 to December 31, 2008 (“Year 2”) being no less than RMB56,770,000.

“Year 3 Milestone” means the Company’s NPAT for the twelve (12) month period from January 1, 2009 to December 31, 2009 (“Year 3”) being no less than RMB121,650,000.

Words importing the singular number include the plural number and vice versa.

Words importing the masculine gender include the feminine gender.

Words importing persons include corporations.

In these Articles, Section 8 of the Electronic Transactions Law (2003 Revision) shall not apply.

2. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that part only of the shares may have been allotted.

3. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.

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Certificates for Shares

4. Certificates representing shares of the Company shall be in such form as shall be determined by the Directors. Such certificates shall be under seal. All certificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled. The Directors may authorize certificates to be issued with the seal and authorized signature(s) affixed by some method or system of mechanical process.

5. Notwithstanding Article 4 of these Articles, if a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of one dollar (US$1.00) or such lesser sum and on such terms (if any) as to evidence and indemnity and the payment of the expenses incurred by the Company in investigating evidence, as the Directors may prescribe.

Issue of Shares

6. At the date of the adoption of these amended and restated Articles, the Company is authorized to issue 101,374,676 Ordinary Shares and 31,136,727 preferred shares, 20,000,000 of which are designated Series A Shares and 11,136,727 of which are designated as Series B Shares.

(a) The powers, preferences and rights, and the qualifications, limitations or restrictions thereof in respect to the Ordinary Shares and the Preferred Shares shall be subject as herein provided on such other terms as the Directors think proper, provided that shares shall not be issued partly paid.

(b) Subject as herein provided (including without limitation Articles 11 and 12), all Shares in the Company for the time being unallotted and unissued shall be under the control of the Directors, who may allot, issue or grant options over or otherwise dispose of Shares of the Company with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, and to such persons at such times and on such other terms as they think proper. All Shares shall be issued fully paid.

7. The Company shall maintain a register of its Members, and every person whose name is entered as a Member in the register of Members shall be entitled without payment to receive within 30 days after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares provided that in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of the several joint holders shall be sufficient delivery to all such holders.

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Transfer of Shares

8. The instrument of transfer of any shares shall be in writing and shall be executed by or on behalf of the transferor, and the transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof.

9. The Directors may in their absolute discretion decline to register any transfer of Ordinary Shares. If the Directors refuse to register a transfer, they shall notify the transferee within 15 days of such refusal. The Directors shall register any transfer of Preferred Shares except where holders proposing or effecting the transfers of the Preferred Shares are subject to binding written agreements with the Company which restrict the transfer of the Preferred Shares held by such holders and such holders have not complied with the terms of such agreements or the restrictions have not been waived in accordance with their terms. Notwithstanding any provision to the contrary in these Articles, the Directors must register any transfer of Ordinary Shares requested by a mortgagee upon due and proper enforcement of its rights under a share mortgage.

10. The registration of transfers may be suspended at such time and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than 30 days in any year.

Variation of Rights of Shares

11. Variation of Rights of Shares

(a) Except as provided elsewhere in these Articles, if at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may not, whether or not the Company is being wound-up, be varied without the consent in writing of the holders of a majority of the issued shares of that class, or the sanction of a resolution passed at a general meeting of the holders of the shares of that class; provided that if such variation has a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required;

(b) The rights attached to the Series A Shares may, whether or not the Company is being wound-up, only be varied with the prior written approval of the holders of at least two-thirds (66.667%) of the Series A Shares then outstanding. The rights attached to the Series B Shares may, whether or not the Company is being wound-up, only be varied with the prior written approval of the holders of at least two-thirds (66.667%) of the Series B Shares then outstanding; provided that if such variation has a negative material impact on the rights and privileges accruing to the Preferred Shares held by Realogy and such impact is disproportionate to any negative material impact on the other holders of the Series B Shares, the approval of Realogy will be required;

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(c) For so long as any Preferred Shares remain outstanding, notwithstanding any other provision of these Articles and in addition to any other vote or consent required elsewhere in the Memo and Articles or by the Companies Law, the following acts of any Group Company shall require the prior written approval of the holders of at least a Preferred Share Percentage of the Preferred Shares then outstanding (where transactions below are denominated in U.S. currency, the equivalent RMB amount shall be calculated based on an exchange rate of US$1=RMB8.11):

(i) any amendment of the Memo and Articles or equivalent charter documents of any Group Company; provided that if such amendment has a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required;

(ii) any merger, consolidation or reorganization involving any Group Company (whether or not the Group Company is the surviving corporation), provided that if the terms of such merger, consolidation or reorganization have a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required;

(iii) any sale, mortgage, pledge, transfer, lease, exchange or other disposition of all or substantially all of the assets of any Group Company, including the disposition or exclusive license of any of the Company’s Intellectual Property (for the avoidance of doubt, this shall exclude the sublicensing of the Century 21 Marks and System to Territorial Subfranchisors (as defined in the Cendant Subfranchise Agreement) and to Group Company franchisees in the ordinary course of business but including any assignment, amendment, termination or variation of the Cendant Subfranchise Agreement and the Cooperation Agreement); the grant of rights to operate any Group Company, or transfer of any operating rights by any Group Company; liquidation of all or substantially all of any Group Company; winding-up of any Group Company; or a voluntary or involuntary dissolution, or revocation of voluntary dissolution (judicial or non-judicial), of any Group Company; provided that if the terms of any such transaction set forth in this clause (ii) have a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required;

(iv) any increase or decrease in the total number of directors comprising the Board of Directors of any Group Company;

(v) issuance or sale by any Group Company of any equity or debt securities other than (x) any issuance of Conversion Shares, (y) any grant of stock options under the Amended 2006 ESOP and (z) any issuance of Ordinary Shares upon exercise of such stock options;

(vi) creation, incurrence, assumption or permission to exist any mortgage, pledge, charge, lien or other encumbrance on all or substantially all of assets of any Group Company; and

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(d) For the avoidance of doubt and notwithstanding anything to the contrary in the Memo and Articles, Realogy’s consent will not be required in the case of sale of all the Company’s shares or all or substantially all the assets of the Company under the circumstances set forth in Section 2.8 of the Right of First Refusal and Co-Sale Agreement.

12. Voting Rights.

(a) Subject to the provisions of the Memo and Articles, at all general meetings of the Company: (a) the holder of each Ordinary Share issued and outstanding shall have one vote in respect of each Ordinary Share held, and (b) the holder of each Preferred Share shall be entitled to such number of votes as equals the whole number of Ordinary Shares into which such holder’s collective Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Company’s shareholders entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Company’s shareholders is first solicited. Subject to provisions to the contrary elsewhere in the Memo and Articles, or as required by the Companies Law, the holders of Preferred Shares shall vote together with the holders of Ordinary Shares, and not as a separate class or series, on all matters put before the Members.

(b) Protective Provisions. For so long as any Preferred Shares remain outstanding, in addition to any other vote or consent required elsewhere in the Memo and Articles or by the Companies Law, no Group Company shall take any of the following actions without the prior approval of the Board of Directors including in each case the affirmative vote (or written consent) of each of the Investors’ Directors (where transactions below are denominated in U.S. currency, the equivalent RMB amount shall be calculated based on an exchange rate of US$1=RMB8.11.

(i) repurchase or redemption of any debt or equity security; reclassification of issued securities; and increases, decreases or the alteration of the existing issued share capital of any Group Company; provided that if such transaction has a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required;

(ii) public offerings and/or registration of debt or equity securities of any Group Company other than those that validly result in a Qualified IPO, whether the sale of securities is made in connection therewith by such Group Company or by any shareholder of such Group Company; any action in preparation for an IPO, including without limitation the appointment of any investment bank or financial advisor in connection with any sale or IPO of any Group Company; or the granting of any registration rights with respect to any debt or equity securities of any Group Company;

(iii) declaration or payment of dividend by any Group Company before an IPO; provided that if such dividend is distributed or paid in such a manner as to have a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required;

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(iv) sale of Ordinary Shares by IFM Overseas prior to an IPO, except for the transfer of Ordinary Shares to GL pursuant to the exercise of the Exchangeable Note;

(v) sale by any member of the management of any shares acquired through the exercise of options under the Amended 2006 ESOP before an IPO;

(vi) sale before an IPO by any other shareholder (excluding the Investors) of an amount of shares higher than 5% of the total issued number of shares at the Closing;

(vii) adoption, termination, or material amendment to the terms of the Amended 2006 ESOP or other stock option plan (including the number of shares reserved under such plans, vesting period, and exercise price of options), and any approval of grants on non-standard terms; provided that if such adoption, termination or material amendment has a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required;

(viii) any loans to any director, officer or employee by any Group Company;

(ix) any related party transaction by any Group Company (excluding transactions between entities owned or controlled by the Company which are (i) made in the ordinary course of business, and have a transaction amount of US$500,000 or less with such dollar amount to be cumulative within any given 12 month period between the same Group Company affiliates, (ii) are on arms-length terms and (iii) do not otherwise adversely affect the rights or interests of the holders of the Preferred Shares);

(x) incurrence of indebtedness, guarantee or creation of liability for borrowed money in excess of US$500,000 in the aggregate at any time by any Group Company;

(xi) purchase or lease by any Group Company of any real estate property, whether purchased or leased, valued in excess of US$100,000;

(xii) establishment by a Group Company of any subsidiaries, any acquisition by a Group Company of the assets or equity of another business entity in an amount in excess of US$500,000, and any establishment by any Group Company of a joint venture, partnership or strategic alliance with another business entity (including the establishment of MMC Entities, but excluding (i) the Company’s right to establish subsidiaries or acquire assets or equity of another business in connection with the NRT Businesses with a transaction amount of less than US$5 million, provided that such action (1) in each case is expressly budgeted for in the Company’s then applicable annual business plan and (2) does not otherwise adversely affect the rights or interests of holders of the Preferred Shares; and (ii) the Company’s investment in minority equity interests in the Regional Subfranchisors;

(xiii) purchase by any Group Company of listed or unlisted securities;

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(xiv) change in the number of authorized Directors of the Board by any Group Company;

(xv) selection and change of the Auditors or any material change in accounting practices or policies of any Group Company;

(xvi) approval or adoption of any annual budget and any business plan, or any material amendment thereto or to the Annual Business Plan of any Group Company;

(xvii) any change to the scope of any Group Company’s business as described in any business plan;

(xviii) adoption or amendment of employment agreements with any of the Founders;

(xix) approval of each Group Company’s chief financial officer, and controller or financial manager;

(xx) the selection of, and any change in, any Person retained by the Company or any Group Company (other than employees hired thereby in the ordinary course) to provide tax advisory services thereto or to assist in the preparation of tax returns thereof;

(xxi) the entry into any transaction or series of related transactions by any of the Company or the Group Companies, or by any combination of the foregoing, which has the principal objective or effect of securing a tax benefit thereof; and

(xxii) the restructuring of any of the Company or the Group Companies, or of any combination of the foregoing, or of the business, operations or practices thereof, provided that if the terms of any such restructuring have a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required.

13. Redemption. Except as provided for in this Article 13, the Preferred Shares shall not be redeemable.

(a) Optional Redemption of Preferred Shares. At any time following the earlier of (i) the fifth anniversary following the date of the Closing for Series B Shares and in the event the Company has not been listed on a Qualified IPO or (ii) subject to Article 13(c), such time as the holders of not less the Preferred Share Percentage of the then outstanding Preferred Shares shall deliver notice in writing to the Company that the Company and/or its affiliates is in material breach of any of its representations, warranties or covenants under the Series A SPA, the Series B SPA, the Additional Series B SPA or the Ancillary Agreements (the “Breach

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Notice”), the holders of the Preferred Share Percentage of the then outstanding Preferred Shares may, by written request to the Company (the “Redemption Request”), require that the Company redeem all, but not less than all, of the outstanding Preferred Shares in accordance with the following terms. A Redemption Request shall be given by hand or by mail to the registered office of the Company at least thirty (30) days prior to the date set forth therein on which the Preferred Shares are to be redeemed. Following receipt of the Redemption Request, the Company shall within ten (10) calendar days give written notice (the “Redemption Notice”) to each holder of record of Preferred Shares, at the address last shown on the records of the Company for such holder(s). Such notice shall indicate that a Preferred Share Percentage of the holders of the Preferred Shares have elected redemption of their Preferred Shares pursuant to the provisions of this Article 13(a), shall specify the redemption date, shall direct the holders of Preferred Shares to submit their share certificates to the Company on or before the scheduled redemption date and shall direct the holders of Preferred Shares who have not otherwise elected to redeem their Preferred Shares of the process whereby such other holders also may elect to redeem their Preferred Shares pursuant to the provisions of this Article 13(a). The redemption price for each Series A Share redeemed pursuant to this Article 13(a) shall be equal to one hundred fifteen percent (115%) of the Series A Original Purchase Price, plus all dividends accrued and unpaid with respect to such shares (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) (the “Series A Redemption Price”). The redemption price for each Series B Share redeemed pursuant to the provisions of this Article 13(a) shall be equal to one hundred fifteen percent (115%) of the Series B Original Purchase Price, plus all dividends accrued and unpaid with respect to such shares (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) (the “Series B Redemption Price”). The redemption of any Preferred Shares pursuant to this Article 13(a) will take place within thirty (30) days of the date of such Redemption Notice at the offices of the Company, or such earlier date or other place as the holders electing to redeem their Preferred Shares and the Company may mutually agree in writing (each a “Redemption Date”). At a Redemption Date, subject to applicable law, the Company will, from any source of assets or funds legally available therefor, redeem (i) each Series A Share that has been submitted for redemption by paying in cash therefor the Series A Redemption Price and (ii) each Series B Share that has been submitted for redemption by paying in cash therefore the Series B Redemption Price, in each case against surrender by such holder at the Company’s principal office of the certificate representing such share. From and after a Redemption Date, if the Company makes the Series A Redemption Price or Series B Redemption Price available to a holder of a Series A Share or a Series B Share, as applicable, all rights of the holder of such Series A Share or Series B Share (except the right to receive the Series A Redemption Price or the Series B Redemption Price, as applicable) will cease with respect to such Series A Share or Series B Share, as applicable, and such Series A Share or Series B Share will not thereafter be transferred on the books of the Company or be deemed outstanding for any purpose whatsoever.

(b) Insufficient Funds. If the Company’s assets or funds which are legally available on the date that any redemption payment under this Article 13(a) is due are insufficient to pay in full all redemption payments to be paid at a Redemption Date, or if the Company is otherwise prohibited by applicable law from making such redemption, those assets or funds which are legally available shall be used to the extent permitted by applicable law to pay all redemption payments due on such date ratably in proportion to the full amounts to which the holders to which such redemption payments are due would otherwise be respectively entitled thereon. Thereafter, all assets or funds of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which the Company did not pay on the date that such redemption payments were due. Without limiting any rights of the holders of Preferred Shares which are set forth in the Memo and Articles, or are otherwise available under law, the balance of any shares subject to redemption hereunder with respect to which the Company has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations,

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preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. No Preferred Share acquired by the Company by reason of redemption, purchase conversion or otherwise shall be reissued.

(c) Dispute Resolution. In the event the Company provides written notice to the holders of not less than a Preferred Share Percentage of then outstanding Preferred Shares pursuant to Article 13(a) within twenty (20) calendar days of receiving a Breach Notice, contesting whether it and/or its affiliates have materially breached any of the representations, warranties or covenants under the Series A SPA, the Series B SPA, the Additional Series B SPA or the Ancillary Agreements and describing in reasonable detail the Company’s basis for its position (the “Dispute Notice”), then such dispute shall be resolved through consultation. Such consultation shall begin immediately upon receipt of the Dispute Notice by the holders of a Preferred Share Percentage of the then outstanding Preferred Shares. If within thirty (30) calendar days following the date on which such Dispute Notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration in accordance with Section 11.13 of the Series B SPA, upon the request of one party with notice to the other relevant party. If the arbitration tribunal determines that a material breach has occurred, then the redemption as described in Article 13(a), shall proceed immediately upon such determination. If the arbitration tribunal determines that no material breach has occurred, then the Company will not be obligated to proceed with such redemption.

Conversion of Preferred Shares

14. The holders of the Preferred Shares shall have the following rights described below with respect to the conversion of the Preferred Shares into Ordinary Shares. Each holder of Preferred Shares shall be entitled to convert any or all of its Preferred Shares held by it at any time, without the payment of any additional consideration, into such number of fully paid Ordinary Shares per Preferred Share, determined as follows.

The number of Ordinary Shares to which a holder shall be entitled upon conversion of any Preferred Share shall be:

(i) in respect of a conversion of any Series A Share, the quotient of the Series A Original Purchase Price divided by the then prevailing Conversion Price in respect of the Series A Shares (the “Series A Conversion Price”); and

(ii) in respect of a conversion of any Series B Share, the quotient of the Series B Original Purchaser Price divided by the then prevailing Conversion Price in respect of the Series B Shares (the “Series B Conversion Price”).

The initial Series A Conversion Price shall equal the Series A Original Purchase Price and the initial Series B Conversion Price shall equal the Series B Original Purchase Price. For the avoidance of doubt, the initial conversion ratio for Preferred Shares to Ordinary Shares shall be 1:1, subject to adjustments of the relevant Conversion Price, as set forth below. Such conversion shall be effected by the redemption of the Preferred Shares either at the Series A Original Purchase Price in respect of the Series A Shares, or Series B Original Purchase Price in respect of the Series B Shares, and the application of the proceeds thereof in consideration for the issue to the relevant holder of the appropriate number of Ordinary Shares at the relevant Conversion Price.

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15. The holder of any Preferred Shares who desires to convert such shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Preferred Shares, and shall give written notice to the Company at such office that such holder has elected to convert such shares. Such notice shall state the number of Preferred Shares being converted. Thereupon, the Company shall promptly (and in any event within five (5) Business Days) issue and deliver to such holder at such office a certificate or certificates for the number of Ordinary Shares to which the holder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of Preferred Shares upon the conversion of such Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the Preferred Shares to be converted, and the person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Ordinary Shares on such date.

16. Upon conversion, all declared and unpaid share dividends on the Preferred Shares shall be paid in shares and all declared and unpaid cash dividends on the Preferred Shares, if any, shall be paid either in cash or by the issuance of further Ordinary Shares, at the option of the holders of the Preferred Shares, in accordance with the provisions of these Articles.

17. Without any action being required by the holder of such share and whether or not the certificates representing such share are surrendered to the Company or its transfer agent, each Preferred Share shall automatically be converted into the appropriate number of Ordinary Shares at the then prevailing Series A Conversion Price in respect of the Series A Shares or Series B Conversion Price in respect of the Series B Shares upon the earlier of the closing of: (i) a Qualified IPO, (ii) any other IPO approved by the Board of Directors including the approval of the Series A Directors and Series B Director, or (iii) the vote or written consent of the holders of more than a Preferred Share Percentage of the then outstanding Preferred Shares (voting together as a single class) (each of the events referred to in (i), (ii) and (iii) are referred to herein as an “Automatic Conversion Event”). Any conversion of Preferred Shares made pursuant to this Article shall be effected in accordance with the provisions of this Article and Article 14 hereof by the redemption of the requisite number of Preferred Shares and the issuance of the appropriate number of Ordinary Shares at the then prevailing Series A Conversion Price or Series B Conversion Price, as appropriate.

18. No fractions of Ordinary Shares shall be issued upon conversion of any Preferred Shares. The Company shall aggregate all fractional Ordinary Shares that would be issued to the holder of the Preferred Shares and shall issue the relevant whole number of Ordinary Share, rounded to the nearest whole share (with one-half being rounded upward).

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19. In the event of an automatic conversion pursuant to Article 17, all outstanding Preferred Shares shall be converted automatically without any further action by the holders thereof and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent in respect of such Preferred Shares. The Company will give notice of the automatic conversion to the holders of Preferred Shares within five (5) Business Days after the Conversion Date. The Company will not issue certificates in respect of any Ordinary Shares into which Preferred Shares have been converted upon automatic conversion unless the certificates in respect of the Preferred Shares so converted are either delivered to the registered office of the Company or to the office of its transfer agent in respect of such Preferred Shares or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

Adjustment of Conversion Price

20. The Conversion Price for all series of Preferred Shares shall be adjusted from time to time as provided below:

(a) Adjustment for Share Splits and Combinations. If the Company shall at any time, or from time to time, effect a subdivision of the outstanding Ordinary Shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased. Conversely, if the Company shall at any time, or from time to time, combine the outstanding Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b) Adjustment for Ordinary Share Dividends and Distributions. If the Company makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in additional Ordinary Shares (thereafter referred to as “Ordinary Share Equivalents”), the Conversion Price then in effect shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such Conversion Price then in effect by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution.

(c) Adjustments for Other Dividends. If the Company at any time, or from time to time, makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution payable in securities of the Company other than Ordinary Shares or Ordinary Share Equivalents, then, and in each such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive, in addition to the number of Ordinary Shares issuable thereon, the amount of securities of the Company which the holder of such share would have received had the Preferred Shares been converted into Ordinary Shares immediately prior to such event, all subject to further adjustment as provided herein.

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(d) Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a result of a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a consolidation, merger or amalgamation treated as a Liquidation Event pursuant to Article 127, then in any such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive the kind and amount of shares and other securities and property which the holder of such share would have received had the Preferred Shares been converted into Ordinary Shares on the date of such event, all subject to further adjustment as provided herein, or with respect to such other securities or property, in accordance with any terms applicable thereto.

21. Special Adjustment to the Series A Conversion Price.

(a) Series A Conversion Price Adjustments of Preferred Shares for Certain Dilutive Issuances. The Series A Conversion Price for the Series A Shares Series shall be subject to adjustment from time to time as follows:

(i) Adjustment of Series A Conversion Price Upon Issuance of Shares Below Original Purchase Price. In the event that any time after the Original Issue Date of the Series A Shares the Company shall issue any Additional Ordinary Shares without consideration or for a consideration per share less than the Series A Original Purchase Price, then the Series A Conversion Price in effect shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Series A Conversion Price by a fraction, the numerator of which shall be the number of Ordinary Shares outstanding immediately prior to such issue, plus the number of Ordinary Shares which the aggregate consideration received by the Company for the total number of the Additional Ordinary Shares so issued would purchase at the Series A Conversion Price, and the denominator of which shall be the number of Ordinary Shares outstanding immediately prior to such issue plus the number of such Additional Ordinary Shares so issued. For the purposes of this subsection 21(a)(i), all Ordinary Shares issuable upon conversion of all outstanding Preferred Shares and the exercise and/or conversion of any other outstanding Ordinary Share Equivalents shall be deemed to be outstanding. In no event will any adjustment hereunder be made to the extent it would result in any additional shares being issued for an amount which is less than the par value of such shares.

(ii) No adjustment indicated under this subsection 21(a)(i) shall be made for:

(1) the sale of shares of up to 8,527,494 Ordinary Shares issuable to employees, consultants and/or directors pursuant to a written incentive plan approved by each Investors’ Director, such number of Ordinary Shares subject to increase upon the approval of the Board of Directors and including all of the Investors’ Directors;

(2) Ordinary Shares issued pursuant to a stock split or consolidation;

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(3) Ordinary Shares issued or issuable upon conversion of Preferred Shares; or

(4) securities issuable or issued in connection with a public offering in which all the outstanding Preferred Shares are converted into Ordinary Shares.

(b) For the purpose of making any adjustment to the Series A Conversion Price or number of Ordinary Shares issuable upon conversion of the shares of the Applicable Series, as provided above:

(i) To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale;

(ii) To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by a majority of the Board of Directors including each of the Investors’ Directors, if any), as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and

(iii) If Additional Ordinary Shares or Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares or such Ordinary Share Equivalents shall be computed as that portion of the consideration received (as determined in good faith by a majority of the Board of Directors including each of the Investors’ Directors, if any) to be allocable to such Additional Ordinary Shares or Ordinary Share Equivalents.

(c) If at any time, or from time to time, the Company issues any Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares and the Effective Conversion Price of such Ordinary Share Equivalents is less than the Series A Conversion Price in effect immediately prior to such issuance, then, for purposes of calculating any adjustment with respect to the Series A Conversion Price at the time of such issuance the Company shall be deemed to have issued the maximum number of Additional Ordinary Shares issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each Additional Ordinary Share deemed issued an amount equal to the Effective Conversion Price.

(i) In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalent where the resulting Effective Conversion Price is less than the Series A Conversion Price of the Applicable Series at such date, including, but not limited to, a change resulting from the antidilution provisions thereof, the Series A Conversion Price, shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, such Effective Conversion Price applied.

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(ii) For any Ordinary Share Equivalent with respect to which the Series A Conversion Price has been adjusted under this subclause (c), no further adjustment of the Series A Conversion Price shall be made solely as a result of the actual issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent.

(d) Performance-Based Adjustment to Series A Conversion Price

(i) Year 2 and Year 3 Adjustments. Subject to the following paragraph, if an anti-dilution adjustment is required pursuant to the matrix set forth in Annex A to these Articles (“Annex A”), then no later than five (5) Business Days following the date that the Company has received from its independent auditors, the audited financial statements for Year 2 and Year 3, as applicable, then the Series A Conversion Price shall be adjusted to reflect (i) the price per share that the holders of Series A Shares would have paid had the price per share of the Series A Shares been based upon the post-money equity ownership percentage of the Company (on a Fully-Diluted Basis) immediately following the Closing for Series A Shares, as determined pursuant to the matrix set forth in Annex A; and (ii) any other adjustments to the Series A Conversion Price after the Closing for Series A Shares which are otherwise applicable pursuant to Articles 20, 21 or other provisions of these Articles. Without limitation of Article 21, the Company shall deliver a certificate of adjustment to the holders of the Series A Shares within such five (5) Business Day period, which certificate shall set forth in reasonable detail the Company’s calculation of any adjustment to the Series A Conversion Price pursuant to the terms hereof. The holders of the Series A Shares shall have the right to review such statement and to discuss with the Company any purported discrepancies in the adjustment calculation. Any disputes in connection therewith shall be resolved pursuant to Section 11.12 of the Series A SPA. Notwithstanding the foregoing, in no event will the combined adjustments reflected in the matrix result in a Series A Conversion Price which would allow the holders of Series A Share receiving an ownership percentage of the Company in excess of 60% (on a Fully-Diluted Basis) if exercised immediately following the Closing for Series A Shares.

(ii) Combined Years 2/3 Adjustment. If the Combined Years 2/3 Milestone is not achieved, then the then prevailing Series A Conversion Price shall be adjusted to reflect (i) the price per share that the holders of the Series A Shares would have paid, had the price per share of the Series A Shares been based upon the post-money ownership percentage of the Company (on a Fully-Diluted Basis) immediately following the Closing for Series A Shares as determined pursuant to the following formula:

Combined Year 2/3 Adjusted Ownership Percentage = [(2 - (actual NPAT for Combined Year 2/3)/RMB81,100,000) x 0.3],

and (ii) any other adjustments to the Series A Conversion Price after the Closing for Series A Shares which are otherwise applicable pursuant to Articles 20, 21 or other provisions of these Articles. For the avoidance of doubt, the number “RMB81,100,000” used in the above formula reflects a predetermined adjustment to the Combined Year 2/3 Milestone for purposes of calculating the Combined Year 2/3 Adjusted Ownership Percentage.

(iii) In the event of an automatic conversion of the Series A Shares pursuant to these Articles during the period between (a) the end of Year 2 or Year 3, as applicable, and (b) the date that the Company has received from its independent auditors the audited financial statements for the applicable year, the performance adjustment in respect of the Series A Conversion Price set

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forth in this Article 21(d) shall continue to apply irrespective of the automatic conversion of the Series A Shares into Ordinary Shares, and the holders of such recently converted shares shall be entitled to receive such number of Additional Ordinary Shares, if any, as would have been issued had the financial statements been received, and the applicable performance adjustment set forth in this Article 2l(d), within five (5) Business Days following the Company’s receipt of such financial statements, been applied to the Series A Conversion Price prior to the automatic conversion.

(iv) In the event a Qualified Public Offering occurs at any time prior to June 30, 2010, notwithstanding any other provision of this Article 21(d), then the Series A Conversion Price shall be adjusted to reflect the price per share that the holders of Series A Shares would have paid as of the Closing for Series A Shares had the price per share of the Series A Shares been based upon the post-money equity ownership percentage of the Company (on a Fully-Diluted Basis) as of the date immediately prior to the consummation of the Qualified Public Offering, being:

Qualified Public Offering Prior to:	Series A Shares Equity Percentage
December 31, 2009	25.5	%
March 31, 2010	26.0	%
April 30, 2010	27.0	%
May 31, 2010	29.5	%
June 30, 2010	32.0	%

(e) Repayment Obligation Adjustment to Series A Conversion Price.

(i) Adjustments Related to Company Acquisition of Regional Subfranchisor Equity Interests. Upon evidence of payment by the Company to Xinye pursuant to Section 8.2(i) of the Series A SPA, in a form reasonably satisfactory to the Investors, the then prevailing Series A Conversion Price shall be automatically reduced, concurrently with such payment, to a price (calculated to the nearest cent) determined by multiplying the then prevailing Series A Conversion Price by a fraction, the numerator of which shall be US$55,000,000 minus the Regional Subfranchisors Purchase Price (as defined in the Series A SPA), and the denominator of which shall be US$55,000,000. Upon repayment of the Regional Subfranchisors Purchase Price (as defined in the SPA), by way of repayment of the Regional Subfranchisors Loan Amount (as defined in the SPA) to IFM Beijing or otherwise as set forth in Section 8.2(ii) of the Series A SPA, the then prevailing Series A Conversion Price shall be automatically adjusted upward as if the downward conversion price adjustment in the prior sentence did not take effect. To the extent any amount needs to be converted into U.S. currency, such amount shall be calculated based on an exchange rate of US$1 = RMB8.11. In no event will any adjustment hereunder be made to the extent it would result in any additional shares being issued for an amount which is less than the par value of such shares.

(ii) Adjustments Related to Company Acquisition of Remaining Equity Interests of IFM Beijing. Upon evidence of payment by the Company to Xinye and Maxpro pursuant to Section 8.2(v) of the Series A SPA, in a form reasonably satisfactory to the Investors, the then prevailing Series A Conversion Price shall be automatically reduced, concurrently with such payment, to a price (calculated to the nearest cent) determined by multiplying the then prevailing Series A Conversion Price by a fraction, the numerator of which shall be US$55,000,000 minus the Remaining IFM Beijing Purchase Price (as defined in the Series A SPA), and the denominator of which shall be US$55,000,000.

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Upon repayment of the Remaining IFM Beijing Purchase Price (as defined in the Series A SPA and excluding any consideration paid to the Investors), by way of repayment of the Xinye IFM Beijing Loan Amount (as defined in the Series A SPA) and the Maxpro Remaining IFM Beijing Loan Amount (as defined in the Series A SPA) to IFM Beijing or as otherwise set forth in Section 8.2(vi) of the Series A SPA, the then prevailing Series A Conversion Price shall be automatically adjusted upward as if the downward conversion price adjustment in the prior sentence did not take effect. To the extent any amount needs to be converted into U.S. currency, such amount shall be calculated based on an exchange rate of US$1 = RMB8.11. In no event will any adjustment hereunder be made to the extent it would result in any additional shares being issued for an amount which is less than the par value of such shares.

21A. Special Adjustment to the Series B Conversion Price.

(a) Series B Conversion Price Adjustments of Preferred Shares for Certain Dilutive Issuances. The Series B Conversion Price shall be subject to adjustment from time to time as follows:

(i) Adjustment of Series B Conversion Price Upon Issuance of Shares Below Original Purchase Price. In the event that any time after the Original Issue Date of the Series B Shares the Company shall issue any Additional Ordinary Shares without consideration or for a consideration per share less than the Series B Original Purchase Price, then the Series B Conversion Price in effect shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Series B Conversion Price by a fraction, the numerator of which shall be the number of Ordinary Shares outstanding immediately prior to such issue, plus the number of Ordinary Shares which the aggregate consideration received by the Company for the total number of the Additional Ordinary Shares so issued would purchase at the Series B Conversion Price, and the denominator of which shall be the number of Ordinary Shares outstanding immediately prior to such issue plus the number of such Additional Ordinary Shares so issued. For the purposes of this subsection 21(a)(a)(i), all Ordinary Shares issuable upon conversion of all outstanding Preferred Shares and the exercise and/or conversion of any other outstanding Ordinary Share Equivalents shall be deemed to be outstanding. In no event will any adjustment hereunder be made to the extent it would result in any additional shares being issued for an amount which is less than the par value of such shares.

(ii) No adjustment indicated under this subsection 21A(a)(a)(i) shall be made for:

(1) the sale of shares of up to 8,527,494 Ordinary Shares issuable to employees, consultants and/or directors pursuant to a written incentive plan approved by each Investors’ Director, such number of Ordinary Shares subject to increase upon the approval of the Board of Directors including all of the Investors’ Directors;

(2) Ordinary Shares issued pursuant to a stock split or consolidation;

(3) Ordinary Shares issued or issuable upon conversion of Preferred Shares; or

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(4) securities issuable or issued in connection with a public offering in which all the outstanding Preferred Shares are converted into Ordinary Shares.

(b) For the purpose of making any adjustment to the Series B Conversion Price or number of Ordinary Shares issuable upon conversion of the shares of the Series B Shares, as provided above:

(i) To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale;

(ii) To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by a majority of the Board of Directors including each of the Investors’ Directors, if any), as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and

(iii) If Additional Ordinary Shares or Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares or such Ordinary Share Equivalents shall be computed as that portion of the consideration received (as determined in good faith by a majority of the Board of Directors including each of the Investors’ Directors, if any) to be allocable to such Additional Ordinary Shares or Ordinary Share Equivalents.

(c) If at any time, or from time to time, the Company issues any Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares and the Effective Conversion Price of such Ordinary Share Equivalents is less than then prevailing Series B Conversion Price, then, for purposes of calculating any adjustment with respect to the Series B Conversion Price at the time of such issuance the Company shall be deemed to have issued the maximum number of Additional Ordinary Shares issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each Additional Ordinary Share deemed issued an amount equal to the Effective Conversion Price.

(i) In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalent where the resulting Effective Conversion Price is less than the then prevailing Series B Conversion Price, including, but not limited to, a change resulting from the antidilution provisions thereof, the Series B Conversion Price, shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, such Effective Conversion Price applied.

(ii) For any Ordinary Share Equivalent with respect to which the Series B Conversion Price has been adjusted under this subclause (c), no further adjustment of the Series B Conversion Price shall be made solely as a result of the actual issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent.

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(d) If the Series A Share Conversion Price is adjusted pursuant to Article 21(d), concurrently with such adjustment to the Series A Share Conversion Price, the then prevailing Series B Share Conversion Price shall be adjusted to reflect (i) the price per share that the holders of Series B Shares purchased pursuant to the Series B SPA and the Additional Series B SPA would have paid had the price per share of the Series B Shares been based upon the post-money equity ownership percentage of the Company (on a Fully-Diluted Basis) immediately following the Closing for such Series B Shares being 17.39% and 1.00% respectively (ii) to the extent that such adjustments have not previously been made, any other adjustments to the Series B Conversion Price after the Closing for Series B Shares that are otherwise applicable pursuant to Articles 20, 21A or other provisions of these Articles. Without limitation of Article 21, the Company shall deliver a certificate of adjustment to the holders of the Series B Shares within such five (5) Business Day period, which certificate shall set forth in reasonable detail the Company’s calculation of any adjustment to the Series B Conversion Price pursuant to the terms hereof. The holders of the Series B Shares shall have the right to review such statement and to discuss with the Company any purported discrepancies in the adjustment calculation. Any disputes in connection therewith shall be resolved pursuant to Section 11.13 of the Series B SPA.

(e) If the Series A Share Conversion Price is adjusted pursuant to Article 21(e), the then prevailing Series B Share Conversion Price shall be adjusted so that the Series B Shares shall be convertible into such number of Ordinary Shares representing the same percentage of the Company (on a Fully-Diluted Basis) as the Series B Shares would have been convertible into immediately prior to the adjustment to the Series A Conversion Price pursuant to Article 2l(e).

22. The Company shall not, by amendment of its Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but rather shall at all times in good faith assist in the carrying out of all the provisions of Articles 20 - 28 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Preferred Shares against impairment.

23. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to these Articles, the Company at its expense shall promptly (and in any event within five (5) Business Days) compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Preferred Shares affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall further, upon the written request at any time of any holder of Preferred Shares, promptly (and in any event within five (5) Business Days) furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect, and (iii) the number of Ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of Preferred Shares as of the date the written request was received.

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24. Other Dilative Events. In case any event shall occur as to which the other provisions of these Articles 20-28 are not strictly applicable, but the failure to make any adjustment to the Conversion Price would not fairly protect the conversion rights of the Preferred Shares in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in these Articles 20-28, necessary to preserve, without dilution, the conversion rights of the Preferred Shares.

25. Notice of Record Date. In the event the Company shall propose to take any action of the type or types requiring an adjustment to the Conversion Price or the number or character of the Preferred Shares as set forth herein, the Company shall give notice to the holders of the Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of the Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30) days prior to the taking of such proposed action.

26. Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of the Preferred Shares, such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Shares. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preferred Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose.

27. Notices. Any notice required or permitted pursuant to these Articles 20-28 shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to each holder of record at the address of such holder appearing on the books of the Company. Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

28. Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of Ordinary Shares upon conversion of Preferred Shares, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of Ordinary Shares in a name other than that in which the Preferred Shares so converted were registered.

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Commission on Sale of Shares

29. The Company shall not pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares of the Company. The Company may on any issue of shares pay such brokerage as may be lawful.

Nonrecognition of Trusts

30. No person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof), any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.

Registration of Empowering Instruments

31. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney or other instrument.

Transmission of Shares

32. In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from any liability in respect of any shares which had been held by him solely or jointly with other persons.

33. (a) Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the case may be.

(b) If the person so becoming entitled shall elect to be registered himself as holder, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

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34. A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company; provided, however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within ninety (90) days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

Amendment of Memorandum of Association,

Change of Location of Registered Office and Alteration of Capital

35. (a) Subject to and insofar as permitted by the provisions of the Statute and these Articles (including without limitation Articles 11 and 12), the Company may from time to time by ordinary resolution alter or amend its Memorandum of Association otherwise than with respect to its name and objects and may, without restricting the generality of the foregoing:

(i) increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe, and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

(ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(iii) by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association or into shares without nominal or par value; or

(iv) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

(b) All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

(c) Subject to the provisions of the Statute, the Company may by Special Resolution change its name or alter its objects.

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(d) Subject to the provisions of the Statute, the Company may by Special Resolution reduce its share capital and any capital redemption reserve fund.

(e) Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its registered office.

Closing Register of Members or Fixing Record Date

36. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or members entitled to receive payment of any dividend, or in order to make a determination of members for any other proper purpose, the Directors of the Company may provide that the register of members shall be closed for transfers for a stated period but not to exceed in any case forty (40) days. If the register of members shall be so closed for the purpose of determining members entitled to notice of or to vote at a meeting of members such register shall be so closed for at least ten (10) days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the register of members.

37. In lieu of or apart from closing the register of members, the Directors may fix in advance a date as the record date for such determination of members entitled to notice of or to vote at a meeting of the members and for the purpose of determining the members entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.

38. If the register of members is not so closed and no record date is fixed for the determination of the members entitled to notice of or to vote at a meeting of members or members entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof.

General Meeting

39. (a) Subject to paragraph (c) hereof, the Company shall within one (1) year of its incorporation and in each year of its existence thereafter hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the registered office of the Company on the second Wednesday in December of each year at ten o’clock in the morning.

(b) At these meetings the report of the Directors (if any) shall be presented.

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(c) If the Company is exempted as defined in the Statute it may but shall not be obligated to hold an annual general meeting.

40. The Directors may, whenever they think fit, and they shall on the requisition of Members of the Company, holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, proceed to convene a general meeting of the Company.

(a) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company, and may consist of several documents in like form, each signed by one or more requisitionists.

(b) If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition, duly proceed to convene a general meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three (3) months after the expiration of the said twenty-one (21) days.

(c) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

Notice of General Meetings

41. At least five (5) days’ notice shall be given of an annual general meeting or any other general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given, and of the day for which it is given, and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Company; provided, that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the preceding Article have been complied with, be deemed to have been duly convened if it is so agreed:

(a) In the case of a general meeting called as an annual general meeting by all the members entitled to attend and vote thereat or their proxies; and

(b) in the case of any other general meeting by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than seventy-five per cent (75%) in nominal value or in the case of shares without nominal value or par value seventy-five per cent (75%) of the shares in issue, or their proxies.

42. The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

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Proceedings at General Meetings

43. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business; three (3) members present in person or by proxy (including in each case among the members present, at least one representative of the Series A Shares and one representative of the Series B Shares) shall be quorum provided always that if the Company has one shareholder or record the quorum shall be one (1) Member present in person or by proxy.

44. A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorized representatives) shall be as valid as if the same had been passed at a general meeting of the Company duly convened and held.

45. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved and if in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other time or such other place as the directors may determine; and, if at the adjourned meeting, a quorum is not present in person or by proxy within half an hour from the time appointed for the meeting, the Members present in person or by proxy shall be deemed a quorum.

46. The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he shall not be present within fifteen (15) minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting.

47. If at any general meeting no Director is willing to act as Chairman or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be Chairman of the meeting.

48. The Chairman may, with the consent of any general meeting duly constituted hereunder, and shall if so directed by the holders, present in person or by proxy, of a majority of the shares held by Members present at that meeting in person or by proxy, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.

49. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is, before or on the declaration of the result of the show of hands, demanded by the Chairman or any other member present or by proxy.

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49A. Subject to the applicable laws of the Cayman Islands and these Articles, any question posed for consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Articles and in the case of an equality of votes the resolution shall fail.

50. Unless a poll so demanded a declaration by the Chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company’s Minute Book containing the Minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.

51. The demand for a poll may be withdrawn.

Votes of Members

52. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a poll, every Member present in person or by proxy shall be entitled to one vote in respect of each Ordinary Share held by him, and, in the case of each Preferred Share held by him, to that many votes to which he would be entitled, if he converted such Preferred Shares into Ordinary Shares in accordance with the provisions of these Articles on the record date in respect of the Meeting at which the poll is taken, or, if no record date is established, the date the poll was taken.

53. In the case of joint holders of record, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of Members.

54. A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote on a poll by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other persons may vote by proxy.

55. No Member shall be entitled to vote at any general meeting unless he is registered as a shareholder of the Company on the record date for such meeting.

56. No objection shall be raised to the qualification of any voter, except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and conclusive.

57. On a poll, votes may be given either personally or by proxy.

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58. The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum at any meeting or adjournment thereof shall be one (1) person holding or representing by proxy a majority of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

Record Dates

59. For purposes of determining the Members entitled to notice of any meeting or to vote thereat or entitled to give written consent without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than 20 days nor less than 10 days before the date of any such meeting, nor more than 10 days before any such action without a meeting, and in such event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding the registration of any transfer of any shares.

60. If the Board of Directors does not so fix a record date:

(a) the record date for determining Members entitled to notice of or to vote at any general meeting shall be at the close of business on the Business Day next preceding the day on which notice is given or, if notice is waived, at the close of business on the Business Day next preceding the day on which the meeting is held; and

(b) the record date for determining members entitled to give written consent without a meeting, (i) when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given, or (ii) when prior action by the Board of Directors has been taken, shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

61. For the purposes of determining the Members entitled to receive payment of any dividend or other distribution or allotment of any rights or the Members entitled to exercise any rights in respect of any other lawful action (other than as provided above), the Board of Directors may fix, in advance, a record date, which shall not be more than 10 days before any such action. In that case, only Members of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after the record date so fixed. If the Board of Directors does not so fix a record date, then the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the applicable resolution or the fifth day before the date of that action, whichever is later.

Proxies

62. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation under the hand of an officer or attorney duly authorized in that behalf. A proxy need not be a Member of the Company.

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63. The instrument appointing a proxy shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting, or adjourned meeting, provided that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex, cable or telecopy confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company.

64. The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) the person who executed the proxy revokes it prior to the time of voting by delivering a notice in writing to the Company stating that the proxy is revoked or by executing a subsequent proxy and presenting it to the meeting or by voting in person at the meeting, or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to which that proxy is counted; provided, however, that no proxy shall be valid after the expiration of 60 days from the date of the proxy, unless otherwise provided in the proxy.

65. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy is executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the registered office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

66. Any corporation which is a Member of record of the Company may in accordance with its Articles or in the absence of such provision by resolution of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and the persons so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member of record of the Company.

67. Shares of its own capital belonging to the Company and held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

Inspectors of Election

68. Before any meeting of the Members, the Board of Directors may appoint an inspector or inspectors of election to act at the meeting or its adjournment. If no inspector of election is so appointed, then the chairman of the meeting may, and on the request of any Member or a Member’s proxy shall, appoint an inspector or inspectors of election to act at the meeting. The number of inspectors

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shall be either one or three. If inspectors are appointed at a meeting pursuant to the request of one or more Members or proxies, then the holders of a majority of shares or their proxies present at the meeting shall determine whether one or three inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any Member or a Member proxy, shall, appoint a person to fill that vacancy.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(b) receive votes, ballot or consents;

(c) hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) count and tabulate all votes or consents;

(e) determine when the polls shall close;

(f) determine the result; and

(g) do any other acts that may be proper to conduct the election or vote with fairness to all Members.

Directors

69. (a) There shall be a Board of Directors consisting of seven (7) Directors.

(b) Notwithstanding the foregoing, the holders of a majority of the outstanding Ordinary Shares, voting as a separate class, shall be entitled to elect four (4) Directors of the Company (the “Ordinary Share Directors”), one of whom shall be the Company’s chief executive officer. In the case of any vacancy in any office of the Ordinary Share Directors, a successor shall be elected to hold office for the unexpired term of such director by the affirmative vote of the holders of a majority of the outstanding Ordinary Shares, given at a special meeting of such holders duly called or by an action by written consent for that purpose or, in the absence of action by such holders, by action of the remaining Directors as provided in Article 101. Each of the Ordinary Share Directors may be removed from the Board of Directors during such director’s term of office, either for or without cause by, and only by, the affirmative vote of the holders of a majority of the outstanding Ordinary Shares, given at a special meeting of the members duly called or by an

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action by written consent for that purpose. In addition to the requirements of the Statute with respect to the amendment of these Articles, the provisions of this Article 69 may not be modified, amended, waived or terminated without the written consent or affirmative vote of holders of a majority of the outstanding Ordinary Shares, voting as a separate class.

(c) For so long as any Series A Shares remain outstanding, the holders of a majority of the outstanding Series A Shares, voting as a separate class, shall be entitled to elect two (2) Directors of the Company (the “Series A Directors”). In the case of any vacancy in the office of a Series A Director, a successor shall be elected to hold office for the unexpired term of such director by the affirmative vote of the holders of at least a majority of the outstanding Series A Shares, given at a special meeting of such holders duly called or with the consent in writing of holders of at least a majority of the outstanding Series A Shares for that purpose or, in the absence of action by such holders, by action of the remaining Directors as provided in Article 101. Each of the Series A Directors may be removed from the Board of Directors during such director’s term of office, either for or without cause by, and only by, the affirmative vote of the holders of at least a majority of the outstanding Series A Shares, given at a special meeting of the members duly called or with the consent in writing of holders of at least a majority of the outstanding Series A Shares for that purpose. In addition to the requirements of the Statute with respect to the amendment of these Articles, the provisions of this Article 69 may not be modified, amended, waived or terminated without the written consent or affirmative vote of holders of at least a majority of the outstanding Series A Shares, voting as a separate class.

(d) For so long as any Series B Shares remain outstanding, the holders of a majority of the outstanding Series B Shares, voting as a separate class, shall be entitled to elect one (1) Director of the Company (the “Series B Director”). In the case of any vacancy in the office of a Series B Director, a successor shall be elected to hold office for the unexpired term of such director by the affirmative vote of the holders of at least a majority of the outstanding Series B Shares, given at a special meeting of such holders duly called or with the consent in writing of holders of at least a majority of the outstanding Series B Shares for that purpose or, in the absence of action by such holders, by action of the remaining Directors as provided in Article 101. The Series B Director may be removed from the Board of Directors during such director’s term of office, either for or without cause by, and only by, the affirmative vote of the holders of at least a majority of the outstanding Series B Shares, given at a special meeting of the members duly called or with the consent in writing of holders of at least a majority of the outstanding Series B Shares for that purpose. In addition to the requirements of the Statute with respect to the amendment of these Articles, the provisions of this Article 69 may not be modified, amended, waived or terminated without the written consent or affirmative vote of holders of at least a majority of the outstanding Series B Shares, voting as a separate class.

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(e) From such time as no Series A Shares remain outstanding, for so long as GS continues to hold at least five percent (5%) of the outstanding capital stock of the Company, GS shall be entitled to elect one (1) Director. From such time as no Series B Shares remain outstanding, for so long as GL continues to hold at least five percent (5%) of the outstanding capital stock of the Company, GL shall be entitled to elect one (1) Director. The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine. Such remuneration shall be deemed to accrue from day to day. The Directors shall also be entitled to be paid their traveling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.

70. The Directors may by resolution award special remuneration to any Director of the Company undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity, shall be in addition to his remuneration as a Director.

71. A Director or Alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

72. A Director or Alternate Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

73. A shareholding qualification for Directors may be fixed by the Company in general meeting, but unless and until so fixed, no qualification shall be required.

74. A Director or Alternate Director of the Company may be or become a director or other officer of or otherwise interested in any corporation promoted by the Company, or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

75. No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is so interested as aforesaid; provided, however, that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

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76. A general notice that a Director is a shareholder of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under the preceding Article and, after such genera! notice, it shall not be necessary to give special notice relating to any particular transaction.

Alternate Directors

77. Subject to the exception contained in these Articles about Managing Directors, a Director who expects to be unable to attend Directors’ Meetings because of absence, illness, or otherwise may appoint any person to be an Alternate Director to act in his stead and such appointee whilst he holds office as an Alternate Director shall, in the event of absence therefrom of his appointor, be entitled to attend meetings of the Directors and to vote thereat and to do, in the place and stead of his appointor, any other act or thing which his appointor is permitted or required to do by virtue of his being a Director as if the Alternate Director were the appointor, other than appointment of an Alternate to himself, and he shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office. Any appointment or removal under this Article shall be effected by notice in writing under the hand of the Director making the same.

Powers and Duties of Directors

78. The business of the Company shall be managed by the Directors who may pay all expenses incurred in promoting, registering and setting up the Company, and may exercise all such powers of the Company as are not, from time to time by the Statute, or by these Articles, or such regulations, being not inconsistent with the aforesaid, as may be prescribed by the Company in general meeting required to be exercised by the Company in general meeting; provided, however, that no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

79. The Directors may from time to time and at any time by powers of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the Directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

80. All checks, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time by resolution determine.

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81. The Directors shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors (including those represented thereat by an alternate or by proxy) present at each meeting of the Directors and of any committee of the Directors; or

(c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

82. The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

83. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.

Management

84. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three (3) next following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

(a) The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards or any managers or agents and may fix their remuneration.

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(b) The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorize the members for the time being of any such local board, or any of them, to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

(c) Any such delegates as aforesaid may be authorized by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested in them.

Managing Directors

85. The Directors may, from time to time, appoint one or more of their body to the office of Managing Director (by not an Alternate Director) to the office of Managing Director for such term and at such remuneration (whether by way of salary, or commission, or participation in profits, or partly in one way and partly in another) as they may think fit but his appointment shall be subject to determination ipso facto if he ceases from any cause to be a Director and no Alternate Director appointed by him can act in his stead as a Director or Managing Director.

86. The Directors may entrust to and confer upon a Managing Director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers.

Proceedings of Directors

87. Except as otherwise provided by these Articles, the Directors shall meet together for the dispatch of business, convening, adjourning and otherwise regulating their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the Directors and Alternate Directors present at a meeting at which there is a quorum, the vote of an Alternate Director not being counted if his appointor be present at such meeting. In case of an equality of votes, the Chairman shall have a second or casting vote.

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A Director or Alternate Director may, and the Secretary on the requisition of a Director or Alternate Director shall, at any time summon a meeting of the Directors by at least two days’ notice in writing to every Director and Alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their Alternates) either at, before or after the meeting is held and PROVIDED FURTHER if notice is given in person, by cable, telex or telecopy the same shall be deemed to have been given on the day it is delivered to the Directors or transmitting organization as the case may be. The provisions on Notice of General Meetings shall apply mutatis mutandis with respect to notices of meetings of Directors.

88. The quorum necessary for the transaction of the business of the Directors shall be at least majority of the total number of Directors then in office and shall include at least the Series A Directors and the Series B Director. For the purposes of this Article an Alternate Director or proxy appointed by a Director shall be counted in a quorum at a meeting at which the Director appointing him is not present. If that quorum is not present within 30 minutes from the time when the meeting should have begun or if during the meeting there is no longer a quorum, the meeting shall be adjourned no later than two (2) Business Days from the originally called meeting and at that second adjourned meeting, if a quorum is still not present, a third meeting shall be adjourned no later than two (2) Business Days from the second adjourned meeting. At such third adjourned meeting, a majority of the Directors then in office (or their Alternates) and present shall constitute a quorum. If the Series A Directors or the Series B (or their Alternates) are unable to attend the Board meeting in person, they (or their Alternates) will be allowed to attend by teleconference.

89. The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

90. The Directors may elect a Chairman of their Board and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within thirty minutes after the time appointed for holding the meeting the Directors present may choose one of their number to be Chairman of the meeting.

91. The Directors may delegate any of their powers to committees consisting of such member or members of the Board of Directors (including Alternate Director in the absence of their appointers) as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

92. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairman shall have a second or casting vote.

93. All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an Alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or Alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or Alternate Director as the case may be.

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94. Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held.

95. (a) A Director may be represented at any meetings of the Board of Directors by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.

(b) The provisions of Articles 62 to 66 shall mutatis mutandis apply to the appointment of proxies by Directors.

Resignations and Vacancies

96. The office of a Director shall be vacated:

(a) If he gives notice in writing to the Company that he resigns the office of Director;

(b) If he absents himself (without being represented by proxy or an Alternate Director appointed by him) from three consecutive meetings of the Board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office;

(c) If he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;

(d) If he is found a lunatic or becomes of unsound mind.

97. Any Director may resign effective on giving written notice to the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Members or the Board of Directors may elect a successor to take office when the resignation becomes effective, in accordance with Articles 98 and 100.

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98. Vacancies in the Board of Directors shall be filled by the vote of the holders of that class or series of shares originally entitled to elect the Director (in accordance with Article 69) whose absence or resignation created such vacancy.

99. A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any Director, (ii) if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a criminal offense punishable by imprisonment, (iii) if the authorized number of Directors is increased, or (v) if the Members fail, at any meeting of members at which any Director or Directors are elected, to elect the number of Directors to be elected at that meeting. Upon any vacancy arising as a result of paragraph (i) or (ii) above the Director concerned shall cease to be a Director.

100. The Directors shall have power from time to time to appoint any person to be a Director at any time to fill any vacancy or vacancies not filled by the vote of the relevant Members in accordance with Article 98. Each Director so elected shall hold office until the next annual meeting of the Members or until a successor has been elected and qualified.

Presumption of Assent

101. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Seal

102. (a) The Company may, if the Directors so determine, have a Seal which shall, subject to paragraph (c) hereof, only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors in that behalf and every instrument to which the Seal has been affixed shall be signed by one person who shall be either a Director or the Secretary or Secretary-Treasurer or some person appointed by the Directors for the purpose.

(b) The Company may have for use in any place or places outside the Cayman Islands, a duplicate seal or seals each of which shall be a facsimile of the Common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

(c) A Director, Secretary or other officer or representative or attorney may without further authority of the Directors affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

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Officers

103. The Company may have a President, a Secretary or Secretary-Treasurer appointed by the Directors who may also from time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to time prescribe.

Dividends

104. Each Preferred Share and Ordinary Share shall have the right to receive dividends and shall carry the following rights to dividends:

Subject to the Statute, the Directors may from time to time declare dividends (including interim dividends) and distributions on the Preferred Shares or Ordinary Shares outstanding if the Company authorizes payment of the same out of the funds of the Company lawfully available therefor. Notwithstanding any provision in these Articles to the contrary, dividends shall accrue on the Preferred Shares as follows:

(a) The holders of the outstanding Preferred Shares shall be entitled to receive, out of any funds legally available therefor, non-cumulative dividends at the simple rate of 8% of the Original Purchase Price for the Applicable Series of the Preferred Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per annum for each Preferred Share held by such holder, payable if, as and when declared by the Company’s Board of Directors.

(b) No dividends or other distributions shall be made or declared, whether in cash, in property, or in any other shares of the Company, with respect to any other class or series of shares of the Company, unless and until dividends in like amount have been paid in full on the Preferred Shares or declared and set apart for payment.

(c) In the event the Company shall declare a dividend or similar distribution to the holders of Ordinary Shares (other than a distribution described Article 126), then, in each such case, the holders of Preferred Shares shall be entitled to a proportionate share of any such dividend or distribution as though the holders of Preferred Shares were holders of the number of Ordinary Shares into which their Preferred Shares are convertible as of the record date fixed for the determination of the holders of Ordinary Shares entitled to receive such distribution.

105. Without prejudice and in addition to Article 104, in the event of a sale of all or substantially all of the assets of the Company, a merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity, or a merger or consolidation for purposes of reincorporating into another domicile) or a transfer (whether by merger, reorganization or other transaction) in which 50% of the outstanding voting power of the Company is transferred, the Directors may declare a dividend on the Preferred Shares or Ordinary Shares in accordance with Articles 126 and 127.

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106. All dividends declared shall be declared payable to the holders thereof registered on the record date specified by the Directors at the time such dividends are declared.

107. The Directors may, before declaring any dividends, or distributions set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business of the Company.

108. No dividend or distribution shall be payable except out of the profits of the Company, realized or unrealised or out of the share premium account or as otherwise permitted by the Statute.

109. The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

110. The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures, or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

111. Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the holder who is first named on the register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them as joint holders.

112. No dividend shall bear interest against the Company.

Capitalization

113. The Company may upon the recommendation of the Directors by ordinary resolution authorize the Directors to capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit or profit and loan amount or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a

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distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued shares (not being redeemable shares) for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalization, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions. The Directors may authorize any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

Books of Account

114. The Directors shall cause proper books of account to be kept with respect to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes places;

(b) all sales and purchases of goods by the Company; and

(c) the assets and liabilities of the Company.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

115. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorized by the Directors or by the Company in general meeting.

116. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

Audit

117. The Company may at any annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the next annual general meeting and may fix his or their remuneration.

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118. The Directors may before the first annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the Members in general meeting in which case the Members at that meeting may appoint Auditors. The Directors may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Directors under this Article may be fixed by the Directors.

119. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

120. Auditors shall at the next annual general meeting following their appointment and at any other time during their term of office, upon request of the Directors or any general meeting of the Members, make a report on the accounts of the Company in general meeting during their tenure of office.

Notices

121. Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by post, cable, electronic messaging, facsimile transmission or telex or express courier service to him or to his address as shown in the register of Members or, when notice is given by electronic messaging, by sending it to the e-mail address provided by such Member, such notice, if mailed, to be forwarded airmail if the address be outside the Cayman Islands.

122. (a) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected at the expiration of sixty hours after the letter containing the same is posted as aforesaid.

(b) Where a notice is sent by cable, telex or telecopy service of the notice shall be deemed to be effected by properly addressing and sending such notice through a transmitting organization, and to have been effected on the day the same is sent as aforesaid.

123. A notice may be given by the Company to the joint holders of record of a share by giving the notice to the joint holder first named on the register of Members in respect of the share.

124. A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a share or shares in consequence of the death or bankruptcy of a Member by sending it through the post as aforesaid in a pre-paid letter addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

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125. Notice of every general meeting shall be given in any manner hereinbefore authorized to:

(a) every person shown as a Member in the register of Members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of Members; and

(b) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other person shall be entitled to receive notices of general meetings.

Liquidation Rights

126. Liquidation Preferences. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”):

(a) Before any distribution or payment shall be made to the holders of any Ordinary Shares, each holder of Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to one hundred and fifteen percent (115%) of (i) the Series A Original Purchase Price (in the case of a holder of Series A Shares) and (ii) the Series B Original Purchase Price (in the case of a holder of Series B Shares) (in each case as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends declared and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Preferred Share then held by such holder (the “Liquidation Preference”). If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Preferred Shares, then such assets shall be distributed among the holders of Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(b) After distribution or payment in full of the amount distributable or payable on the Preferred Shares pursuant to Article 126(a), the remaining assets of the Company available for distribution to members shall be distributed ratably among the holders of the then outstanding Preferred Shares on an as-converted basis, together with the holders of the then outstanding Ordinary Shares.

(c) For the purpose of this Article, in the event the outstanding Series A Shares shall be subdivided (by share split, or otherwise), into a greater number of Series A Shares, the Series A Original Purchase Price for each class of Series A Shares then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Series A Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser number of Series A Shares, the Series A Original Purchase Price for each class of Series A Shares then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased. In the event the outstanding Series B Shares shall be subdivided (by share split, or otherwise), into a greater number of Series B Shares, the Series B Original Purchase Price for each class of Series B Shares then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Series B Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser number of Series B Shares, the Series B Original Purchase Price for each class of Series B Shares then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased.

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127. Liquidation on Sale or Merger. The following events shall be treated as a Liquidation Event pursuant to Article 126 unless waived by the holders of at least a Preferred Share Percentage of the outstanding Preferred Shares, voting together as a single group on an as-converted basis:

(a) any consolidation, amalgamation or merger of the Company with or into any other Person or other corporate reorganization, in which the members of the Company immediately prior to such consolidation, amalgamation, merger or reorganization, own less than 50% of the Company’s voting power immediately after such consolidation, merger, amalgamation or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred, but excluding any transaction effected solely for tax purposes or to change the Company’s domicile; or

(b) a sale, lease or other disposition of all or substantially all of the assets of the Company; and upon any such event, any proceeds resulting to the shareholders of the Company therefrom shall be distributed in accordance with the terms of Article 126.

(c) In any of such events, if the consideration received by the Company is other than cash, the value of such non-cash consideration will be deemed its fair market value. Any securities shall be valued as follows:

(i) Securities not subject to investment letter or other similar restrictions on free marketability covered by (ii) below:

(1) If traded on a securities exchange or through the Nasdaq Global or Global Select Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30) day period ending three (3) days prior to the closing;

(2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and

(3) If there is no active public market, the value shall be the fair market value thereof, as determined in by the Board of Directors acting in good faith.

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(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined pursuant to subparagraphs (1), (2) and (3) above to reflect the approximate fair market value thereof, as determined by the Board of Directors.

(d) Written notice of any liquidation, dissolution or winding up, including any transaction deemed to be such an action under Article 127, stating a record date or date on which a record shall be taken with respect to an event as described in Article 127 shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, not less than twenty (20) days prior to the record date stated therein, to the holders of record of Preferred Shares, such notice to be addressed to each such holder at its address as shown by the records of the Company. The notice period set forth in this Article 127(d) may be shortened (but not to less than ten (10) days) by the vote or written consent of holders of at least a Preferred Share Percentage of the outstanding Preferred Shares, voting together as a single class.

Indemnity

128. Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles) or officer for the time being and from time to time of the Company (but not including the Company’s auditors) and their heirs, executors, administrators and personal representatives shall be indemnified and secured harmless, to the maximum extent permitted by law, out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in or about the conduct of the Company’s business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. No such Director, alternate Director, or officer of the Company (but not including the Company’s auditors) shall be liable (a) for the acts, receipts, neglects, defaults or omissions of any other such Director, officer or agent of the Company or (b) for any loss on account of defect of title to any property of the Company or (c) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (d) for any loss incurred through any bank, broker or other similar person or (e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgment or oversight on his part or (f) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers authorities, or discretions of his office or in relation thereto, unless the same shall happen through his own dishonesty or willful default.

Fiscal Year

129. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31 in each year and, following the year of incorporation, shall begin on 1st January in each year.

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Amendments of Articles and Memorandum of Association

130. Subject to the Statute and these Articles (including without limitation Articles 11 and 12), the Company may at any time and from time to time by Special Resolution alter or amend these Articles or the Company’s Memorandum of Association, in whole or in part; provided that if such amendment has a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required.

Transfer by Way of Continuation

131. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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ANNEX A

Anti-Dilution Adjustments Matrix in respect of the Series A Shares

	Year 2 Milestone	Year 3 Milestone	Combined Years 2/3 Milestone
Achievement of Milestone?/Resulting Series A Shares Ownership Percentage	Yes = 35%	Yes = 30%	Yes = 30%
Achievement of Milestone?/Resulting Series A Shares Ownership Percentage	Yes = 35%	No = 35%	Yes = 30%
Achievement of Milestone?/Resulting Series A Shares Ownership Percentage	Yes = 35%	No = 35%	No = Combined Year 2/3 Adjusted Ownership Percentage
Achievement of Milestone?/Resulting Series A Shares Ownership Percentage	No = 40%	Yes = 35%	Yes = 30%
Achievement of Milestone?/Resulting Series A Shares Ownership Percentage	No = 40%	Yes = 35%	No = Combined Year 2/3 Adjusted Ownership Percentage
Achievement of Milestone?/Resulting Series A Shares Ownership Percentage	No = 40%	No = 40%	No = Combined Year 2/3 Adjusted Ownership Percentage

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EX-3.2

Exhibit 3.2

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	2
Share Capital	3
Alteration Of Capital	4-7
Share Rights	8-9
Variation Of Rights	10-11
Shares	12-15
Share Certificates	16-21
Lien	22-24
Calls On Shares	25-33
Forfeiture Of Shares	34-42
Register Of Members	43-44
Record Dates	45
Transfer Of Shares	46-51
Transmission Of Shares	52-54
Untraceable Members	55
General Meetings	56-58
Notice Of General Meetings	59-60
Proceedings At General Meetings	61-65
Voting	66-77
Proxies	78-83
Corporations Acting By Representatives	84
No Action By Written Resolutions Of Members	85
Board Of Directors	86
Retirement of Directors	87-88
Disqualification Of Directors	89
Executive Directors	90-91
Alternate Directors	92-95
Directors’ Fees And Expenses	96-99
Directors’ Interests	100-103
General Powers Of The Directors	104-109
Borrowing Powers	110-113
Proceedings Of The Directors	114-123
Audit Committee	124-126
Officers	127-130
Register of Directors and Officers	131
Minutes	132
Seal	133
Authentication Of Documents	134
Destruction Of Documents	135
Dividends And Other Payments	136-145
Reserves	146
Capitalisation	147-148
Subscription Rights Reserve	149
Accounting Records	150-154
Audit	155-160

Notices	161-163
Signatures	164
Winding Up	165-166
Indemnity	167
Amendment To Memorandum and Articles of Association And Name of Company	168
Information	169

INTERPRETATION

TABLE A

1. The regulations in Table A in the Schedule to the Companies Law (Revised) do not apply to the Company.

INTERPRETATION

2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD	MEANING
“Audit Committee”	the audit committee of the Company formed by the Board pursuant to Article 124) hereof, or any successor audit committee.
“Auditor”	the independent auditor of the Company which shall be an internationally recognized firm of independent accountants.
“Articles”	these Articles in their present form or as supplemented or amended or substituted from time to time.
“Board” or “Directors”	the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present.
“capital”	the share capital from time to time of the Company.
“Class A Ordinary Shares”	class A ordinary shares of par value US$0.001 each of the Company having the rights set out in these Articles;
“Class B Ordinary Shares”	class B ordinary shares of par value US$0.001 each of the Company having the rights set out in these Articles;
“clear days”	in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
“clearing house”	a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

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“Company”	IFM Investments Limited.
“competent regulatory authority”	a competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory.
“Conversion Date”	in respect of a Conversion Notice means the Business Day on which that Conversion Notice is delivered.
“Conversion Notice”	a written notice delivered to the Company at its Office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 9.
“Conversion Number”	in relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at the Conversion Rate in force on the relevant Conversion Date.
“Conversion Rate”	means, at any time, on a 1 : 1 basis, subject to adjust in accordance with Article 9(b).
“Conversion Right”	in respect of a Class B Ordinary Share means the right of its holder, subject to the provisions of the Articles and to any applicable fiscal or other laws or regulations including the Law, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares.
“debenture” and “debenture holder”	include debenture stock and debenture stockholder respectively.
“Designated Stock Exchange”	the New York Stock Exchange.
“dollars” and “$”	dollars, the legal currency of the United States of America.
“Exchange Act”	the Securities Exchange Act of 1934, as amended.
“head office”	such office of the Company as the Directors may from time to time determine to be the principal office of the Company.
“Law”	The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.

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“Member”	a duly registered holder from time to time of the shares in the capital of the Company.
“month”	a calendar month.
“NASD”	National Association of Securities Dealers.
“NASD Rules”	the rules set forth in the NASD Manual.
“Notice”	written notice unless otherwise specifically stated and as further defined in these Articles.
“Office”	the registered office of the Company for the time being.
“ordinary resolution”	a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice has been duly given;
“paid up”	paid up or credited as paid up.
“Register”	the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.
“Registration Office”	in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.
“SEC”	the United States Securities and Exchange Commission.
“Seal”	common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands.
“Secretary”	any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.

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“special resolution”	a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than ten (10) clear days’ Notice has been given;
	a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes.
“Statutes”	the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles.
“year”	a calendar year.

(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

(a) words importing the singular include the plural and vice versa;

(b) words importing a gender include both gender and the neuter;

(c) words importing persons include companies, associations and bodies of persons whether corporate or not;

(d) the words:

(i) “may” shall be construed as permissive;

(ii) “shall” or “will” shall be construed as imperative;

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(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;

(f) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;

(g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;

(h) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

(i) Section 8 of the Electronic Transactions Law (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.

SHARE CAPITAL

3. (1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value of US$0.001 each.

(2) Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit.

(3) No share shall be issued to bearer.

ALTERATION OF CAPITAL

4. (1) Subject to the provisions of Article 4(2), the Company may from time to time by ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to:

(a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

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(b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;

(c) without prejudice to the powers of the Board under Article 12, divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Company no resolution of the Company in general meeting is required for the issuance of shares of that class and the Directors may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;

(e) cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case of shares, without par value, diminish the number of shares into which its capital is divided.

(2) No alteration may be made of the kind contemplated by Article 4(1), or otherwise, to the par value of the Class A Ordinary Shares or the Class B Ordinary Shares unless an identical alteration is made to the par value of the Class B Ordinary Shares or the Class A Ordinary Shares, as the case may be.

5. The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

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6. The Company may from time to time by special resolution, subject to any confirmation or consent required by the Law, reduce its share capital or any capital redemption reserve in any manner permitted by law.

7. Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

SHARE RIGHTS

8.     (a) Subject to the provisions of the Law, the rules of the Designated Stock Exchange and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

(b) Subject to the Law, any preferred shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorised by its Memorandum of Association, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If purchases are by tender, tenders shall comply with applicable laws.

9. Subject to Article 8(a), the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares of two classes, Class A Ordinary Shares and Class B Ordinary Shares. The Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari passu with one another other than as set out below.

(a) As regards conversion

(i) Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto, including the Law, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share.

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(ii) Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into such number of fully paid Class A Ordinary Shares calculated at the Conversion Rate then in effect. Such conversion shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by the share certificates in respect of the relevant Class B Ordinary Shares and such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such indemnity as the Directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any) arising on conversion shall be borne by the Company.

(iii) To the extent the Conversion Rate is one Class A Ordinary Share for one Class B Ordinary Share, on the Conversion Date every Class B Ordinary Share shall automatically be re-designated and re-classified as a Class A Ordinary Share with such rights and restrictions attached to and shall rank pari passu in all respects with the Class A Ordinary Shares then in issue.

(iv) If the Conversion Rate is not on a one for one basis, the conversion shall take effect in such manner permitted by law (including, without limitation, by way of repurchase set out in Section 37 of the Companies Law Cap. 22 of the Cayman Islands) as any one Director considers appropriate without the further authorization of the Board and any one Director shall have all such power and take all actions necessary to give effect to the conversion.

(v) On the Conversion Date, the Company shall allot and issue the relevant Class A Ordinary Shares to the converting Shareholder, enter or procure the entry of the name of the relevant holder of Class B Ordinary Shares as the holder of the relevant number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificates in respect of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted Class B Ordinary Shares comprised in the certificate(s) surrendered by the holder of the Class B Ordinary Shares, are issued to the holders of the Class A Ordinary Shares and Class B Ordinary Shares, as the case may be.

(vi) Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares the Company shall:

(1) at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrances and

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other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorized but unissued share capital, such number of authorized but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to be converted into Class A Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary Shares to be satisfied in full;

(2) maintain such amounts standing to the credit of its share premium and share capital accounts as to permit the conversion of the Class B Ordinary Shares into Class A Ordinary Shares by way of repurchase pursuant to Section 37 of the Companies Law Cap. 22 of the Cayman Islands; and

(3) not make any issue, grant or distribution or take any other action if the effect would be that on the conversion of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price lower than the par value thereof.

(b) Adjustments of Conversion Rate and/or Conversion Price

(i) Subject as herein provided, the Conversion Rate shall from time to time be adjusted in accordance with the following relevant provisions.

(ii) If and whenever a Class A Ordinary Share by reason of any consolidation or sub-division becomes of a different nominal amount, the Conversion Rate in force immediately prior thereto shall be adjusted by multiplying it by the revised nominal amount and dividing the result by the former nominal amount. Within 2 Business Days of any such adjustment the Company will send to the holder of Class B Ordinary Shares a certificate signed by a director of the Company setting forth brief particulars of the event giving rise to the adjustment, the Conversion Rate in effect prior to such adjustment, the adjusted Conversion Rate on the effective date of the adjustment. Each such adjustment shall be effective from the close of business in Hong Kong on the day preceding the date on which the consolidation or sub-division becomes effective.

(c) As regards Voting Rights

(i) At all times during the period from the coming into effect of these Articles up to 11.59 pm (Hong Kong time) on 31 December 2009, each Class B Ordinary Shares shall carry the right to one vote per Class B Ordinary Shares at a meeting of the Members.

(ii) At all times during the period commencing from midnight (Hong Kong time) on 1 January 2010, the Class B Ordinary Shares shall not carry any right to vote.

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(d) As regards Transfers

The Class B Ordinary Shares may not be assigned or transferred in whole or in part. Class B Ordinary Shares must be converted into Class A Ordinary Shares prior to any such assignment or transfer.

VARIATION OF RIGHTS

10. Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a) the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a Member being a corporation, its duly authorized representative) together holding or representing by proxy not less than one-third in nominal value of the issued shares of that class;

(b) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and

(c) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.

11. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.

SHARES

12. (1) Subject to the Law, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting

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powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.

(2) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares of or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and Articles of Association.

(3) The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

13. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Law. Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

14. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

15. Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

16. Every share certificate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it

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relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

17. (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

18. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.

19. Share certificates shall be issued within the relevant time limit as prescribed by the Law or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

20. (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.

21. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Company may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed.

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LIEN

22. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

23. Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfillment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

CALLS ON SHARES

25. Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

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26. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.

27. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.

28. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest wholly or in part.

29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

30. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

31. Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

32. On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

33. The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

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FORFEITURE OF SHARES

34. (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:

(a) requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and

(b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.

(2) If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.

35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.

36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

37. Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

39. A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons

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claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

40. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

41. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

42. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTER OF MEMBERS

43. (1) The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say:

(a) the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares;

(b) the date on which each person was entered in the Register; and

(c) the date on which any person ceased to be a Member.

(2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

44. The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board, at the Office or Registration Office or such other place at which the Register is kept in accordance with the Law. The Register including any overseas or local or other branch register of Members may, after compliance with any notice requirement of the Designated

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Stock Exchange, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

RECORD DATES

45. For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Members, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If corporate action without a general meeting is to be taken, the record date for determining the Members entitled to express consent to such corporate action in writing, when no prior action by the Board is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its head office. The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

TRANSFER OF SHARES

46. Subject to these Articles including, without limitation, in the case of Class B Ordinary Shares, Article 9(d), any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

47. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the

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name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

48. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

(2) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

(3) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Law.

49. Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer unless:-

(a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

(b) the instrument of transfer is in respect of only one class of share;

(c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

(d) if applicable, the instrument of transfer is duly and properly stamped.

50. If the Board refuses to register a transfer of any share, it shall, within three months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

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51. The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

TRANSMISSION OF SHARES

52. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

53. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.

54. A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met, such a person may vote at meetings.

UNTRACEABLE MEMBERS

55. (1) Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

(2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

(a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;

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(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

(c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

(3) To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

GENERAL MEETINGS

56. An annual general meeting of the Company shall be held in each year other than the year in which these Articles were adopted at such time and place as may be determined by the Board.

57. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held at such times and in any location in the world as may be determined by the Board.

58. Only a majority of the Board or the Chairman of the Board may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine.

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NOTICE OF GENERAL MEETINGS

59. (1) An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.

(2) The notice shall specify the time and place of the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

60. The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

61. (1) All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting, with the exception of:

(a) the declaration and sanctioning of dividends;

(b) consideration and adoption of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet;

(c) the election of Directors;

(d) appointment of Auditors (where special notice of the intention for such appointment is not required by the Law) and other officers; and

(e) the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors.

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(2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. At any general meeting of the Company, any one or more Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third in nominal value of the total issued voting shares in the Company throughout the meeting shall form a quorum for all purposes.

62. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

63. The chairman of the Company shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their number to be chairman.

64. The chairman may adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

65. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

VOTING

66. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated

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for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by the chairman of such meeting or by any one Member present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting. A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.

67. Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

68. If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll.

69. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately.

70. The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

71. On a poll votes may be given either personally or by proxy.

72. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

73. All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

74. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

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75. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.

(2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

76. No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

77. If:

(a) any objection shall be raised to the qualification of any voter; or

(b) any votes have been counted which ought not to have been counted or which might have been rejected; or

(c) any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES

78. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member

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who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

79. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

80. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

81. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

82. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

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83. Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

CORPORATIONS ACTING BY REPRESENTATIVES

84. (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

(2) If a clearing house (or its nominee(s)) or a central depository entity, being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or central depository entity (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (or its nominee(s)) including the right to vote individually on a show of hands.

(3) Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article.

NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS

85. Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Law and may not be taken by written resolution of Members without a meeting.

BOARD OF DIRECTORS

86. (1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with this Article 86 and Article 87 and shall hold office until their successors are elected or appointed. The Board of Directors shall be divided into three classes: Class I, Class II and Class III. Each class shall

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consist of as nearly equal numbers of directors as possible, and designated Class I, Class II, and Class III. The term of office of Class I shall expire at the first annual meeting of Members following the effectiveness of these Articles, and each third annual meeting of Members thereafter; the term of office of Class II shall expire at the second annual meeting of Members following the effectiveness of these Articles, and each third annual meeting of Members thereafter; and the term of office of Class III shall expire at the third annual meeting of Members following the effectiveness of these Articles, and each third annual meeting of Members thereafter. As soon as practicable following the effectiveness of these Articles, the Directors then in office shall by resolution of the Board of Directors select which of such Directors shall be Class I Directors, Class II Directors and Class III Directors. Directors added to the board of directors between annual meetings of Members by reason of an increase in the authorized number of directors shall belong to the class designated by the Board of Directors; provided however that the number of board seats designated to belong to Class I, Class II and Class III must be as nearly equal in number as possible. There shall be no shareholding qualification for Directors unless prescribed by special resolution.

(2) Subject to the Articles and the Law, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Board.

(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

(4) No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

(5) Subject to any provision to the contrary in these Articles, a Director may be removed by way of an ordinary resolution of the Members at any time before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting.

(7) The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).

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RETIREMENT OF DIRECTORS

87. (1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation provided that notwithstanding anything herein, the chairman of the Board and/or the managing director of the Company shall not, whilst holding such office, be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year. The retiring Directors shall be determined in accordance with the provisions of Article 86(1).

(2) A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Article 86(2) or Article 86(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

88. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such Notice(s) shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

DISQUALIFICATION OF DIRECTORS

89. The office of a Director shall be vacated if the Director:

(1) resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;

(2) becomes of unsound mind or dies;

(3) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves that his office be vacated; or

(4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

(5) is prohibited by law from being a Director; or

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(6) ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.

EXECUTIVE DIRECTORS

90. The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

91. Notwithstanding Articles 96, 97, 98 and 99, an executive director appointed to an office under Article 90 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

ALTERNATE DIRECTORS

92. Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if we were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

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93. An alternate Director shall only be a Director for the purposes of the Law and shall only be subject to the provisions of the Law insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

94. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

95. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.

DIRECTORS’ FEES AND EXPENSES

96. The Directors shall receive such remuneration as the Board may from time to time determine. Each Director shall be entitled to be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the board or generalmeetings or separate meetings of any class of shares or of debenture of the Company or otherwise in connection with the discharge of his duties as a Director.

97. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

98. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

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99. The Board shall obtain the approval of the Company in general meeting before making any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

DIRECTORS’ INTERESTS

100. A Director may:

(a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;

(b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

(c) continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

Notwithstanding the foregoing, no “Independent Director” as defined in NASD Rules or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable

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law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company.

101. Subject to the Law and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 102 herein. Any such transaction that would reasonably be likely to affect a Director’s status as an “Independent Director”, or that would constitute a “related party transaction” as defined by Item 7.N of Form 20F promulgated by the SEC, shall require the approval of the Audit Committee.

102. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

(a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or

(b) he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

103. Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the Company’s Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

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GENERAL POWERS OF THE DIRECTORS

104. (1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

(2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.

(3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

(a) To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed.

(b) To give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

(c) To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law.

105. The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.

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106. The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.

107. The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

108. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

109. (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

(2) The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.

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BORROWING POWERS

110. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

111. Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

112. Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

113. (1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

(2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law in regard to the registration of charges and debentures therein specified and otherwise.

PROCEEDINGS OF THE DIRECTORS

114. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

115. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the president or chairman, as the case may be, or any Director.

116. (1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be a majority of the Directors. An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

(2) Directors may participate in any meeting of the Board by means of a conference telephone or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

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(3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

117. The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

118. The Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

119. A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

120. (1) The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

(2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

121. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee.

122. A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been

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given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid.

123. All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

AUDIT COMMITTEE

124. Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the NASD Rules and the rules and regulations of the SEC.

125. (1) The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

(2) The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

126. For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest. Specially, the Audit Committee shall approve any transaction or transactions between the Company and any f the following parties: (i) any shareholder owning an interest in the voting power of the Company or any subsidiary of the Company that gives such shareholder significant influence over the Company or any subsidiary of the Company, (ii) any director or executive officer of the Company or any subsidiary of the Company and any relative of such director or executive officer, (iii) any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly, by any person described in (i) or (ii) or over which such a person is able to exercise significant influence, and (iv) any affiliate (other than a subsidiary) of the Company.

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OFFICERS

127. (1) The officers of the Company shall consist of the Chairman of the Board, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles.

(2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.

(3) The officers shall receive such remuneration as the Directors may from time to time determine.

128. (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

(2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Law or these Articles or as may be prescribed by the Board.

129. The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.

130. A provision of the Law or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

131. The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Law.

MINUTES

132. (1) The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of officers;

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(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

(c) of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers.

(2) Minutes shall be kept by the Secretary at the Office.

SEAL

133. (1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Board previously given.

(2) Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid.

AUTHENTICATION OF DOCUMENTS

134. Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

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DESTRUCTION OF DOCUMENTS

135. (1) The Company shall be entitled to destroy the following documents at the following times:

(a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;

(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;

(c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;

(d) any allotment letters after the expiry of seven (7) years from the date of issue thereof; and

(e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any document include references to its disposal in any manner.

(2) Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

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DIVIDENDS AND OTHER PAYMENTS

136. Subject to the Law, the Board may from time to time declare dividends in any currency to be paid to the Members.

137. Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law.

138. Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:

(a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share; and

(b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

139. The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.

140. The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

141. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

142. Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name

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stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

143. All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

144. Whenever the Board has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

145. (1) Whenever the Board has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

(a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

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(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

(b) that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital

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redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

(2)   (a) The shares allotted pursuant to the provisions of paragraph (1) of this Article shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights.

(b) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Article, with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

(3) The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

(4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

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(5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

RESERVES

146. (1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account.

(2) Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

CAPITALISATION

147. The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

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148. The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under the last preceding Article and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

SUBSCRIPTION RIGHTS RESERVE

149. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Law:

(1) If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:

(a) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article) maintain in accordance with the provisions of this Article a reserve (the “Subscription Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;

(b) the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law;

(c) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:

(i) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

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(ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders; and

(d) if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

(2) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.

(3) The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.

(4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for

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which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

ACCOUNTING RECORDS

150. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Law or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

151. The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Board or the Company in general meeting.

152. Subject to Article 153, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

153. Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 152 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

154. The requirement to send to a person referred to in Article 152 the documents referred to in that article or a summary financial report in accordance with Article 153 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 152 and, if applicable, a summary financial report complying with Article 153, on the Company’s computer network or in any

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other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

AUDIT

155. Subject to applicable law and rules of the Designated Stock Exchange:

(1) the Directors shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Directors appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

(2) The Members may, at any general meeting convened and held in accordance with these Articles, by special resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

156. Subject to the Law the accounts of the Company shall be audited at least once in every year.

157. The remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine.

158. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

159. The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

160. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this act and name such country or jurisdiction.

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NOTICES

161. Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

162. Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

(c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

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(d) may be given to a Member in the English language or such other language as may be approved by the Directors, subject to due compliance with all applicable Statutes, rules and regulations.

163. (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

(2) A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

SIGNATURES

164. For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received.

WINDING UP

165. (1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

(2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

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166. (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

INDEMNITY

167. (1) The Directors, Secretary and other officers for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

(2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of

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any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

AND NAME OF COMPANY

168. No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company.

INFORMATION

169. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

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EX-4.2

Exhibit 4.2

EX-4.4

Exhibit 4.4

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

REGISTRATION RIGHTS AGREEMENT, dated as of December 30, 2009 (this “Agreement”), between IFM INVESTMENTS LIMITED, a company organized under the laws of the Cayman Islands (the “Company”), IFM OVERSEAS PARTNERS L.P., a Cayman Islands limited partnership (the “Partnership”), GOLDMAN SACHS STRATEGIC INVESTMENTS (ASIA) L.L.C. (“Goldman Sachs”), and GL ASIA MAURITIUS II CAYMAN LIMITED (“GL Asia”), and REALOGY CORPORATION (“Realogy”).

WHEREAS, the Company has entered into a stock purchase agreement with Goldman Sachs, Mr. Donald Zhang, Mr. Harry Lu, IFM Company Ltd., Beijing IFM Franchise Consultant Co., Ltd., Beijing Xin Ye Jia Yuan Real Estate Consulting Services Company Limitd, Maxpro International Enterprise, Inc., and the Partnership (acting by its general partner, IFM Overseas Limited), dated as of December 19, 2005, as amended on July 31, 2006 and August 23, 2006, pursuant to which, among other things, the Company granted to Goldman Sachs certain registration rights;

WHEREAS, the Company has entered into a securities purchase agreement with GL Asia, Mr. Donald Zhang, Mr. Harry Lu, IFM Company Ltd., Genius Nation Investment Limited, Shanghai Ruifeng Real Estate Investment Consultant Co., Ltd, Shanghai Anshijie Real Estate Investment Consultant Co., Ltd, Beijing Anxinruide Real Estate Agency Co., Ltd, IFM Overseas Limited, the Partnership (acting by its general partner, IFM Overseas Limited), Beijing IFM Franchise Consultant Co., Ltd., Maxpro International Enterprise Inc., IFM Holding Company Limited, Beijing Xin Ye Jia Yuan Real Estate Consulting Services Company Limited, Goldman Sachs, Goldman Sachs Strategic Holding Limited and GL Asia, dated as of September 11, 2007, pursuant to which, among other things, the Company granted to GL Asia certain registration rights;

WHEREAS, the Company has entered into a securities purchase agreement with Realogy (“2008 Securities Purchase Agreement”), Mr. Donald Zhang, Mr. Harry Lu, IFM Company Ltd., Genius Nation Investment Limited, Shanghai Ruifeng Real Estate Investment Consultant Co., Ltd, Shanghai Anshijie Real Estate Investment Consultant Co., Ltd, Beijing Anxinruide Real Estate Agency Co., Ltd, Beijing Kaishengjinglue Information Consulting Co., Ltd., IFM Overseas Limited, the Partnership (acting by its general partner, IFM Overseas Limited), Beijing IFM Franchise Consultant Co., Ltd., Maxpro International Enterprise, Inc., IFM Holding Company Limited, Beijing Xin Ye Jia Yuan Real Estate Consulting Services Company Limited, Goldman Sachs, Goldman Sachs Strategic Holding Limited, GL Asia, GL Asia Mauritius II Ltd., dated as of January 31, 2008, pursuant to which, among other things, the Company granted to Realogy certain registration rights;

WHEREAS, the Company has agreed to provide the Partnership certain registration rights with respect to the Ordinary Shares currently held by the Partnership; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Interpretation.

1.1 Definitions. The following terms used in this Agreement shall have the meanings ascribed to them below:

“American Depositary Share” means American depositary shares, evidenced by American depositary receipts issuable upon deposit of the Ordinary Shares, each representing certain number of Ordinary Shares.

1

“Applicable Securities Law” means (i) with respect to any offering of securities in the United States, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable law of any state of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States, or any related act or omission in that jurisdiction, the applicable laws of that jurisdiction.

“Board” or “Board of Directors” means the board of directors of the Company.

“Business Day” means any weekday that the banks in PRC, Hong Kong and the United States of America are generally open for business.

“Class A ordinary shares” means the Class A ordinary shares, par value US$0.001 per share, of the Company.

“Class B ordinary shares” means Class B ordinary shares, par value US$0.001 per share, of the Company.

“Commission” means (i) with respect to any offering of securities in the United States, the Securities and Exchange Commission of the United States or any other federal agency at the time administering the Securities Act, and (ii) with respect to any offering of securities in a jurisdiction other than the United States, the regulatory body of the jurisdiction with authority to supervise and regulate the sale of securities in that jurisdiction.

“Equity Securities” means any Ordinary Shares or Ordinary Share Equivalents.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Form F-3” means Form F-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect.

“Form S-3” means Form S-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect.

“Holders” means the Partnership, Goldman Sachs, GL Asia and Realogy, together with any permitted transferees and assigns of any of them.

“Initiating Holders” means, with respect to a request duly made under Section 2.1 or Section 2.2 to Register any Registrable Securities, the Holders initiating such request.

“IPO” means a firm-commitment underwritten initial public offering of the Company’s Ordinary Shares or American Depositary Shares.

“Ordinary Shares” means the Class A ordinary shares and the Class B ordinary shares.

“Ordinary Share Equivalents” means warrants, options and rights exercisable for Ordinary Shares and instruments convertible or exchangeable for Ordinary Shares, including, without limitation, the Preferred Shares.

“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“PRC” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and the islands of Taiwan.

2

“Preferred Shares” means (i) the Company’s outstanding Series A Shares, par value US$0.01 per share, issued pursuant to the stock purchase agreement made as of December 19, 2005 and (ii) the Company’s outstanding Series B Shares, par value US$0.01 per share, issued pursuant to each of the securities purchase agreement made as of September 11, 2007 and the securities purchase agreement made as of January 31, 2008.

“Registration” means a registration effected by preparing and filing a Registration Statement and the declaration or ordering of the effectiveness of that Registration Statement; and the terms “Register” and “Registered” have meanings concomitant with the foregoing.

“Registrable Securities” means (i) the Preferred Shares, (ii) the ordinary shares, par value US$0.01, of the Company held by the Partnership as of the date hereof, (iii) the Ordinary Shares issuable or issued upon conversion of the Equity Securities referenced in (i) to (ii) above, (iv) all Equity Securities which may be from time to time acquired by a Holder after the date hereof, and (v) any Equity Securities of the Company issued as (or issuable upon the conversion, exchange or exercise of any Equity Securities) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i), (ii) (iii) and (iv), excluding in all cases, however, any Equity Securities sold by a Person in a transaction other than an assignment pursuant to Section 6.4.

“Registration Statement” means a registration statement prepared on Forms S-1, S-2, S-3, F-1, F-2 or F-3 under the Securities Act, or on any comparable form in connection with registration in a jurisdiction other than the United States.

“SEC” means the Securities and Exchange Commission of the United States.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Selling Expenses” means, with respect to the issue or sale of any securities, any expenses payable directly or indirectly by the Company and any underwriting, brokerage or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale.

“Series A Shares” means the Series A Preferred Shares, par value US$0.01 per share, of the Company, the authorized number of which is 20,000,000 shares and all of which were issued pursuant to the stock purchase agreement dated as of December 19, 2005 and purchased by Goldman Sachs.

“Series B Shares” means the Series B Preferred Shares, par value US$0.01 per share, of the Company, the authorized number of which is 11,136,727 shares, 10,525,360 of which were issued pursuant to the securities purchase agreement dated as of September 11, 2007 and purchased by GL Asia. and 611,367 of which were issued pursuant to the securities purchase agreement dated as of January 31, 2008 and purchased by Realogy.

“Tax Return” means any tax return, declaration, reports, estimates, claim for refund, claim for extension, information returns, or statements relating to Taxes, including any schedule or attachment thereto.

“Taxes” means any national, provincial or local income, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or any other type of tax, levy, assessment, custom duty or charge imposed by any Governmental Authority, any interest and penalties (civil or criminal) related thereto or to the nonpayment thereof, and any loss or Liabilities for Taxes incurred in connection with the determination, settlement or litigation of any Liabilities arising therefrom.

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“US GAAP” means generally accepted accounting principles in the United States, as in effect from time to time.

“Violation” has the meaning ascribed thereto in Section 5.1(a).

1.2 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided, (i) the terms defined in this Section 1 shall have the meanings assigned to them in this Section 1 and include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein have the meanings assigned under US GAAP, (iii) the terms defined in this Agreement not otherwise defined in this Section 1 shall have the meanings assigned to them in the 2008 Securities Purchase Agreement, (iv) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement, (v) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (vi) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision and (vii) all references in this Agreement to designated Schedules, Exhibits and Annexes are to the Schedules, Exhibits and Annexes attached to this Agreement unless explicitly stated otherwise.

1.3 Intent. The terms of Section 2 through Section 6 of this Agreement are drafted primarily in contemplation of an offering of Ordinary Shares or American Depositary Shares in the United States of America. The parties recognize, however, the possibility that securities may be qualified or Registered in a jurisdiction other than the United States of America for offering to the public. Accordingly:

(a) It is their intention that, whenever this Agreement refers to a law or institution of the United States of America but the parties wish to effectuate qualification or Registration in a different jurisdiction, reference in this Agreement to the laws or institutions of the United States shall be read as referring, mutatis mutandis, to the comparable laws or institutions of the jurisdiction in question; and

(b) It is agreed that the Company will not undertake any listing of American Depositary Receipts or any other security derivative of the Ordinary Shares unless arrangements have been made satisfactory to the holders of at least two thirds in voting power (on a fully-diluted, and with respect to any then outstanding Class B ordinary shares, as-converted basis) of Registrable Securities to ensure that the spirit and intent of this Agreement will be realized and that the Company is committed to take such actions as are necessary such that the Holders will enjoy rights corresponding to the rights hereunder to sell their Registrable Securities in a public offering in the United States of America as if the Company had listed Ordinary Shares in lieu of such derivative securities.

2. Demand Registration.

2.1 Registration Other Than on Form F-3. Subject to the terms of this Agreement, following the earlier of six months after an IPO and the third anniversary of the Closing under the 2008 Securities Purchase Agreement, a Holder or Holders representing more than 15% in voting power (on a fully-diluted, and with respect to any then outstanding Class B ordinary shares, as-converted basis) of Registrable Securities may request the Company in writing to effect the Registration of Registrable Securities for which the reasonably anticipated aggregate price to the public, net of Selling Expenses, would be at least US$5,000,000. Upon receipt of such a request, the Company shall (a) promptly give written notice of the proposed Registration to all other Holders and (b) as soon as practicable, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request; provided that the Company shall use its best efforts to cause such Registration and/or qualification to be complete within sixty (60) days of the receipt of such request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1.

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2.2 Registration on Form F-3 or S-3. Subject to the terms of this Agreement, at any time, and from time to time, after the date that is one year after an IPO, a Holder or Holders representing more than 10% in voting power (on a fully-diluted, and with respect to any then outstanding Class B ordinary shares, as-converted basis) of Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public, net of Selling Expenses, would be at least US$1,000,000, insofar as the Company is entitled to use Form F-3, Form S-3 or a comparable form to Register the requested Registrable Securities. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request; provided, that the Company shall use its best efforts to cause such Registration and/or qualification to be complete within sixty (60) days of the receipt of such request.

2.3 Right of Deferral.

(a) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2, if:

(i) within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities pursuant to Section 2.1 or Section 2.2, the Company delivers written notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement with the Commission within sixty (60) days of receipt of that request (other than a registration of securities in a transaction under Rule 145 of the Securities Act or an offering solely to employees), provided that the Company is actively employing in good faith all reasonable efforts to cause that Registration Statement to become effective as soon as practicable; or

(ii) the receipt of any request of the Holders to Register any Registrable Securities pursuant to Section 2.1 or Section 2.2 is within six (6) months immediately following the effective date of any Registration Statement pertaining to the securities of the Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan).

(b) If, after receiving a request from Holders pursuant to Section 2.1 or Section 2.2 hereof, the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, it would be seriously and materially detrimental to the Company or its shareholders for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be seriously detrimental, provided that such deferral by the Company shall not exceed sixty (60) days from the receipt of any request duly submitted by Holders under Section 2.1 or Section 2.2 to Register Registrable Securities; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period.

2.4 Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such

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event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power (on a fully-diluted, and with respect to any then outstanding Class B ordinary shares, as-converted basis) of the Registrable Securities held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders representing a majority in voting power (on a fully-diluted, and with respect to any then outstanding Class B ordinary shares, as-converted basis) of the Registrable Securities held by the Initiating Holders. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the underwriting as required after excluding any other Equity Securities (including, without limitation, any Equity Securities which the Company may seek to include in the underwriting for its own account and all Equity Securities that are not Registrable Securities and held by persons other than Holders) from the underwriting. If a limitation of the number of Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the underwriting by selling Holders shall be allocated among such Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in the Registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Registration.

3. Piggyback Registrations.

3.1 Registration of the Company’s Securities. Subject to Section 3.3, if the Company proposes to Register any Equity Securities for its own account or for the account of any Person that is not a Holder, then in connection with the public offering of such securities, the Company shall promptly give each Holder written notice of such Registration and, upon the written request of any Holder given within twenty (20) days after delivery of such notice, the Company shall use its best efforts to include in such Registration any Registrable Securities thereby requested by such Holder. If a Holder decides not to include all or any of its Registrable Securities in such Registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

3.2 Right to Terminate Registration. The Company shall have the right to terminate or withdraw any Registration initiated by it under Section 3.1 prior to the effectiveness of such Registration, whether or not any Holder has elected to participate therein. The expenses of such withdrawn Registration shall be borne by the Company in accordance with Section 4.3.

3.3 Underwriting Requirements.

(a) In connection with any offering involving an underwriting of the Company’s Equity Securities, the Company shall not be required to Register the Registrable Securities of a Holder under this Section 3 unless such Holder’s Registrable Securities are included in the underwriting and such Holder enters into an underwriting agreement in customary form with the underwriters selected by the Company and setting forth such terms for the underwriting as have been agreed upon between the Company and the underwriters. In the event the underwriters advise Holders seeking Registration of Registrable Securities pursuant to this Section 3 in writing that market factors (including the aggregate number of Registrable Securities requested to be Registered, the general condition of the market, and the

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status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude some or all Registrable Securities from the Registration and underwriting after excluding any other Equity Securities (including, without limitation, all Equity Securities that are not Registrable Securities and held by persons other than Holders) from the underwriting, and the number of Equity Securities and Registrable Securities that may be included in the Registration and the underwriting shall be allocated (i) first, to the Company, (ii) second, among the Holders requesting inclusion of their Registrable Securities in such Registration Statement in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in the Registration and (iii) third, to any other shareholder other than a Holder on a pro rata basis; provided, that, in the event of any offering other than an IPO, the right of the underwriter to exclude any Registrable Securities from the Registration and underwriting as described above shall be restricted such that the Registrable Securities requested to be included by the Holders may not be reduced below 30% of the Ordinary Shares to be included in the Registration and underwriting, as determined on a fully-diluted, and with respect to any then outstanding Class B ordinary shares, as-converted basis, and in no event shall participation in the Registration by a shareholder other than a Holder exclude a Holder from the Registration.

(b) If any Holder disapproves of the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwriting shall be withdrawn from the Registration.

3.4 Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company equity incentive plan, (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

4. Procedures.

4.1 Registration Procedures and Obligations. Whenever required under this Agreement to effect the Registration of any Registrable Securities held by the Holders, the Company shall, as expeditiously as possible:

(a) Prepare and file with the Commission a Registration Statement with respect to those Registrable Securities and use its best efforts to cause that Registration Statement to become effective, and, upon the request of the Holders holding a majority of the Registrable Securities Registered thereunder, keep the Registration Statement effective;

(b) Prepare and file with the Commission amendments and supplements to that Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of Applicable Securities Law with respect to the disposition of all securities covered by the Registration Statement;

(c) Furnish to the Holders the number of copies of a prospectus, including a preliminary prospectus, required by Applicable Securities Law, and any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d) Use its best efforts to Register and qualify the securities covered by the Registration Statement under the securities laws of any jurisdiction, as reasonably requested by the Holders, provided that the Company shall not be required to qualify to do business in any such jurisdictions, except as may be required under the Securities Act;

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(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriters of the offering. Each shareholder participating in the underwriting shall also enter into and perform its obligations under such an agreement;

(f) Notify each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under Applicable Securities Law or of the happening of any event as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(g) Provide a transfer agent and registrar for all Registrable Securities Registered pursuant to the Registration Statement and, where applicable, a number assigned by the Committee on Uniform Securities Identification Procedures for all those Registrable Securities, in each case not later than the effective date of the Registration;

(h) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated the date of the sale, of the counsel representing the Company for the purposes of the Registration, in form and substance as is customarily given to underwriters in an underwritten public offering; and (ii) a comfort letter dated the date of the sale, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters;

(i) Take all reasonable action necessary to list the Registrable Securities on the primary exchange upon which the Company’s securities are traded or, in connection with an IPO, the primary exchange upon which the Company’s securities will be traded; and

(j) Make its officers and management team available for investor road shows and other meetings as deemed necessary by the Holders or the underwriters.

4.2 Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the Registration of such Holder’s Registrable Securities.

4.3 Expenses of Registration. All expenses, other than Selling Expenses, incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, underwriters, and any selling Holders, shall be borne by the Company.

4.4 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any Registration as the result of any controversy that may arise with respect to the interpretation or implementation of this Agreement.

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5. Indemnification.

5.1 Company Indemnity.

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, such Holder’s officers, directors, shareholders, members, partners, legal counsel and accountants, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls (as defined in the Securities Act) such Holder or underwriter against any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws. The Company will reimburse each such Holder, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action.

(b) The indemnity agreement contained in this Section 5.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such Registration by any such Holder, underwriter or controlling person.

(c) The foregoing indemnity shall not inure to the benefit of any Holder or underwriter, or any Person controlling (within the meaning of the Securities Act) such Holder or underwriter, from whom the Person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if liability arises out of or is based upon offers or sales by the Holder or underwriter “by means of” (as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that was not authorized in writing by the Company.

5.2 Holder Indemnity.

(a) To the extent permitted by law, each selling Holder will, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each Person, if any, who controls (within the meaning of the Securities Act) the Company, such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, if such Violation arises out of or is based upon offers or sales by the Holder “by means of” (as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) prepared by or provided by the Holder that was not authorized in writing by the Company; and each such Holder will reimburse any person intended to be indemnified pursuant to this Section 5.2, for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action.

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(b) The indemnity contained in this Section 5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and in no event shall any indemnity under this Section 5.2 exceed the net proceeds from the offering received by such Holder.

5.3 Notice of Indemnification Claim. Promptly after receipt by an indemnified party under Section 5.1 or Section 5.2 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under Section 5.1 or Section 5.2, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnifying parties. An indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5, but the omission to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.

5.4 Contribution. If any indemnification provided for in Section 5.1 or Section 5.2 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

5.5 Underwriting Agreement. To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

5.6 Survival. The obligations of the Company and Holders under this Section 5 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement, and otherwise.

6. Additional Undertakings.

6.1 Reports under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any comparable provision of any Applicable Securities Law that may at any time permit a Holder to sell securities of the Company to the public without Registration or pursuant to a Registration on Form F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Commission Rule 144 (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times following ninety (90) days after the effective date of an initial public offering by the Company;

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(b) file with the Commission in a timely manner all reports and other documents required of the Company under all Applicable Securities Laws; and

(c) at any time following sixty (60) days after the effective date of an initial public offering by the Company, promptly furnish to any Holder holding Registrable Securities, upon request (i) a written statement by the Company that it has complied with the reporting requirements of all Applicable Securities Laws at any time after it has become subject to such reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents as may be filed by the Company with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission, that permits the selling of any such securities without Registration or pursuant to Form F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

6.2 Limitations on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders representing at least ninety percent (90%) in voting power (on a fully-diluted, and with respect to any then outstanding Class B ordinary shares, as-converted basis) of the Registrable Securities, enter into any agreement with any holder or prospective holder of any Equity Securities of the Company who is not a Holder that would (a) grant such holder or prospective holder any registration rights superior to or in parity with those rights granted pursuant to this Agreement, (b) allow such holder or prospective holder to include such securities in any Registration filed under Section 3, unless under the terms of such agreement such holder or prospective holder may include such Equity Securities in any such Registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included, or (c) allow such holder or prospective holder to demand Registration of their securities.

6.3 Termination of Registration Rights.

(a) Notwithstanding anything to the contrary in this Agreement, the registration rights set forth in Section 2 and Section 3 of this Agreement shall terminate on (i) the fifth anniversary following the Closing of a Qualified Public Offering, or, (ii) if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold without Registration in any ninety (90) day period pursuant to Rule 144 promulgated under the Securities Act;

(b) Notwithstanding anything to the contrary in this Agreement, if (i) the Company obtains from the Commission a “no-action” letter in which the Commission indicated that it will take no action if, without Registration under the Securities Act or other Applicable Securities Laws, any Holder disposes of Registrable Securities covered by any request for Registration made under this Agreement in the specific manner in which the Holder proposes to dispose of Registrable Securities included in that request (including, without limitation, inclusion of the Registrable Securities in an underwriting initiated by either the Company or the Holders) and that the Registrable Securities may be sold to the public without Registration or (ii) in the opinion of counsel for the Company subject to concurrence by counsel for the Holder, no Registration under the Securities Act (or other Applicable Securities Law) is required in connection with the disposition and that the Registrable Securities may be sold to the public without Registration in any 90-day period pursuant to Rule 144, then in the case of either (i) or (ii), the

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Registrable Securities included in the request for Registration, shall not be eligible for Registration under Section 2 and Section 3 with respect to the proposed disposition. Any Registrable Securities not so disposed of shall be eligible for Registration in accordance with the terms of this Agreement with respect to other proposed dispositions to which this Section 6.3 does not apply.

6.4 Assignment of Registration Rights. The right to cause the Company to Register Registrable Securities pursuant to this Agreement may be assigned by any Holder to a transferee or assignee of such securities, provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement.

6.5 Exercise of Preferred Shares. Notwithstanding anything to the contrary provided in this Agreement, the Company shall have no obligation to Register Registrable Securities which, if constituting Ordinary Share Equivalents, have not been exercised, converted or exchanged, as applicable, for Ordinary Shares prior to Registration.

6.6 Market Stand-off. Each of the Holders agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (whether such shares or any such securities are then owned by the Holders or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, for such period of time not exceeding 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement or any offering after the initial public offering, and shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute a market stand-off agreement containing substantially similar provisions as those contained in this Section 6.6. In order to enforce the foregoing covenant by the Holders set forth in this Section 6.6, the Company may impose stop-transfer instructions with respect to the shares or securities of every person subject to the foregoing restriction until the end of such period.

7. Miscellaneous.

7.1 Amendments and Waivers.

(a) This Agreement may be amended, modified or supplemented only by a written instrument duly executed by all the parties hereto.

(b) Any party may (i) extend the time for the performance of any of the obligations or other acts of another party to such other party, (ii) waive compliance with any of the agreements of the another party or conditions to such party’s obligations contained herein to such other party. Any such

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extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. No waiver of any agreement or obligation granted pursuant to this Section 7.1(b) or otherwise in accordance with this Agreement shall be construed as a waiver of any prior or subsequent breach of such agreement or obligation or any other agreement or obligation. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

7.2 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given, made or received (a) on the date of delivery if delivered in person or by messenger service, (b) on the date of confirmation of receipt of transmission by facsimile (or, the first (1st) Business Day following such receipt if (i) such date of confirmation is not a Business Day or (ii) confirmation of receipt is given after 5:00 p.m., Beijing time) or (c) on the date of confirmation of receipt if delivered by an internationally recognized overnight courier service or registered or certified mail (or, the first (1st) Business Day following such receipt if (i) such date of confirmation is not a Business Day or (ii) confirmation of receipt is given after 5:00 p.m., Beijing time) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.2(c)):

(a)	if to the Company:
	IFM INVESTMENTS LIMITED
	26/A, East Wing, Hanwei Plaza
	No.7 Guanghua Road
	Chaoyang District
	Beijing 10004
	People’s Republic of China
	Facsimile: 86-10-6561 3321
	Attention: Maria Ma
	with a copy (which shall not constitute notice) to:
	Skadden, Arps, Slate, Meagher & Flom
	30/F Tower 2, China World Trade Center
	No.1, Jian Guo Men Wai Avenue
	Beijing, 10004
	People’s Republic of China
	Attention: Jon L Christianson, Esq.
(b)	if to the Partnership:
	IFM OVERSEAS PARTNERS L.P.
	Trident Trust Company (Cayman) Ltd.
	One Capital Place, P.O. Box 847GT,
	Grand Cayman, Cayman Islands
	Facsimile: 345-949-0881
	Attention: Corporate Secretary
(c)	if to Goldman Sachs:
	GOLDMAN SACHS STRATEGIC INVESTMENTS (ASIA) L.L.C.
	C/O Goldman Sachs (Asia) L.L.C.
	68th Floor, Cheung Kong Center

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	2 Queen’s Road Central
	Hong Kong
	Facsimile: 852-2978-0619 / 85-2233-5619
	Attention: Raymond Chow / Stella Ngan
(d)	if to GL Asia:
	GL ASIA MAURITIUS II CAYMAN LIMITED
	535 Madison Avenue, 15th Floor
	New York, NY 10022
	USA
	Facsimile: 1-212-878-3585
	Attention: Avenue Asia Legal
	With a copy to:
	Avenue Capital
	Samsung Hub
	3 Church Street, #15-04
	Singapore 049483
	Facsimile: +65 6221 6712
	Attention: Jennifer Tang
(e)	if to Realogy:
	REALOGY CORPORATION
	One Campus Drive
	Parsippany, NJ 07054
	USA
	Facsimile: 866-312-2099
	Attention: Jonathan Silver

7.3 Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except as expressly provided in Section 5 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Subject to Section 6.4 hereof, neither this Agreement nor any of the rights or obligations of any party hereto may be assigned and any purported assignment shall be void.

7.4 Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

7.5 Governing Law. Dispute Resolution.

(a) This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the laws of the state of New York (without regard to its conflicts of laws rules that would mandate the application of the laws of another jurisdiction).

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(b) Any dispute, controversy or claim arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (each a “Dispute”) shall be finally settled by arbitration.

(c) The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (the “HKIAC Rules”).

(d) The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules; provided, however, that the third presiding arbitrator must be licensed to practice New York state law and in good standing with the New York State Bar, as of the date the Notice of Arbitration is received by the HKIAC Secretariat.

(e) Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English.

(f) Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s), shall be resolved by the tribunal already appointed to hear the existing Dispute(s).

(g) The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered.

(h) Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

7.6 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

7.7 Entire Agreement. This Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof and thereof.

7.8 Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party hereto shall not preclude or waive its right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

7.9 Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereto hereby waive the benefit of any rule of law or any legal decision that would require, in cases of uncertainty, that the language of a contract should be interpreted most strongly against the party who drafted such language.

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7.10 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

IFM INVESTMENTS LIMITED
By:	/s/ Donald Zhang
	Name: Donald Zhang
	Title: Chief Executive Officer
IFM OVERSEAS PARTNERS L.P. (acting by its general partner, IFM Overseas Limited)
By:	/s/ Donald Zhang
	Name: Donald Zhang
	Title:
GOLDMAN SACHS STRATEGIC INVESTMENTS (ASIA) L.L.C.
By:	/s/ David Chou
	Name: David Chou
	Title: Authorized Signatory
GL ASIA MAURITIUS II CAYMAN LIMITED
By:	/s/ Mark Harris
	Name: Mark Harris
	Title: Director
REALOGY CORPORATION
By:	/s/ David J. Weaving
	Name: David J. Weaving
	Title: EVP/CAC

[Signature Page to Registration Rights Agreement]

EX-5.1

Exhibit 5.1

            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”)

We have acted as special Cayman legal counsel to the Company in connection with the public offering of American Depositary Shares representing Class A Common Shares of the Company (the “Shares”) as described in the prospectus contained in the Company’s registration statement on Form F-1, as amended to date (the “Registration Statement”) filed by the Company under the United States Securities Act 1933 (the “Securities Act”) with the United States Securities and Exchange Commission (the “Commission”).

For the purposes of giving this opinion, we have examined a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on [             ] 2009 (the “Certificate Date”) and a copy of the Registration Statement. We have also reviewed the third amended and restated memorandum of association and articles of association of the Company (the “Current M&As”), the amended and restated memorandum of association and articles of association to be adopted by the Company with effect from the listing of the Shares on the New York Stock Exchange (the “New M&As”), copies of minutes of a meeting of the members of the Company held on [             ] 2009 and unanimous written resolutions of the board of directors of the Company dated [             ] 2009 and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, and (c) that upon issue of any Shares to be sold by the Company the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued for the purposes of the filing of the Registration Statement and the offering of the Shares by the Company.

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IFM Investments Limited

            2010

On the basis of and subject to the foregoing, we are of the opinion that:

1. As at the Certificate Date, the Company is duly incorporated and existing under the laws of the Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any Cayman Islands government authority or to pay any Cayman Islands government fee which would make it liable to be struck off by the Registrar of Companies and thereby cease to exist under the laws of the Cayman Islands).

2. When issued and paid for as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares).

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement and further consent to the reference of our name in the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

Conyers Dill & Pearman

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EX-8.1

Exhibit 8.1

[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: American Depositary Shares of IFM Investments Limited (the “Company”)

Ladies and Gentlemen:

In connection with the public offering on the date hereof of certain American Depositary Shares (“ADSs”), each of which represents Class A ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of the Company pursuant to the registration statement on Form F-1 under the Securities Act of 1933, as amended (the “Act”), originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on             , 2010 (the “Registration Statement”), you have requested our opinion concerning the statements in the Registration Statement under the caption “Taxation— United States Federal Income Taxation.”

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; and

(b) such other documents, certificates, and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

Our opinion is conditioned on the initial and continuing accuracy of the facts, information and analyses set forth in such documents, certificates, and records (as identified in clauses (a) and (b) of the immediately preceding paragraph). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Registration Statement.

For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, electronic, or photostatic copies, and the authenticity of the originals of such latter documents. We have relied on a representation of the Company that such documents, certificates, and records are duly authorized, valid and enforceable.

In addition, we have relied on factual statements and representations of the officers and other representatives of the Company and others, and we have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge or belief.

Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations, judicial decisions, published positions of the Internal Revenue Service, and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that our opinion expressed herein will be accepted by the Internal Revenue Service or, if challenged, by a court.

Based on and subject to the foregoing, we are of the opinion that, under current United States federal income tax law, although the discussion set forth in the Registration Statement under the caption “Taxation – United States Federal Income Taxation” does not purport to summarize all possible United States federal income tax considerations of the acquisition, ownership, and disposition of the ADSs or Ordinary Shares, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the acquisition, ownership, and disposition of the ADSs or Ordinary Shares that are anticipated to be material to U.S. Holders who purchase the ADSs pursuant to the Registration Statement, subject to the qualifications set forth therein.

Except as set forth above, we express no other opinion. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,

EX-8.2

Exhibit 8.2

             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”)

We have acted as special Cayman legal counsel to the Company in connection with the public offering of American Depositary Shares representing Class A Common Shares of the Company (the “Shares”) as described in the prospectus contained in the Company’s registration statement on Form F-1, as amended to date (the “Registration Statement”) filed by the Company under the United States Securities Act 1933 (the “Securities Act”) with the United States Securities and Exchange Commission (the “Commission”).

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the third amended and restated memorandum of association and articles of association of the Company (the “Current M&As”), copies of minutes of a meeting of the members of the Company held on [             ] 2009 and unanimous written resolutions of the board of directors of the Company dated [             ] 2009 and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

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IFM Investments Limited

             2010

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued for the purpose of the filing of the Registration Statement and the offering of the Shares by the Company.

On the basis of and subject to the foregoing, we are of the opinion that the statements under the caption “Cayman Islands Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of the Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Cayman Islands Taxation “ in the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

CONYERS DILL & PEARMAN

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EX-10.1

Exhibit 10.1

IFM Investments Limited

Amended and Restated 2006 Stock Incentive Plan

Section 1. Purpose of Plan.

The name of this plan is the IFM Investments Limited Amended and Restated 2006 Stock Incentive Plan (the “Plan”). The Plan was adopted by the Board (as hereinafter defined) on January 31, 2008 and approved by the shareholders of the Company (as hereinafter defined) on January 31, 2008. The Plan was originally adopted in December, 2005, was amended and restated in August and October, 2006. The purpose of the Plan is to provide additional incentive to those officers, employees, directors, consultants and other service providers of the Company and its Subsidiaries (as hereinafter defined) whose contributions are essential to the growth and success of the Company’s business, in order to strengthen the commitment of such persons to the Company and its Subsidiaries, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company. To accomplish such purposes, the Plan provides that the Company may grant Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units and Other Awards (each as hereinafter defined). From and after the consummation of a Public Offering (as hereinafter defined), the Board may determine that the Plan is intended, to the extent applicable, to satisfy the requirements of section 162(m) of the Code (as hereinafter defined) and shall be interpreted in a manner consistent with the requirements thereof.

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) “Articles” means the Articles of Association of the Company, as may be amended from time to time.

(c) “Award” means an award of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units or Other Awards under the Plan.

(d) “Award Agreement” means, with respect to each Award, the written agreement between the Company and the Participant setting forth the terms and conditions of the Award.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” means (1) the continued failure by the Participant substantially to perform his or her duties and obligations to the Company, including without limitation repeated refusal to follow the reasonable directions of the employer, knowing violation of law in the course of performance of the duties of Participant’s employment with the Company, repeated absences from work without a reasonable excuse, and intoxication with alcohol or illegal drugs while on the Company’s premises during regular business hours (other than any such failure resulting from his or her incapacity due to physical or mental illness); (2) fraud or material dishonesty against the Company; (3) a conviction or plea of guilty for the commission of a felony or a crime involving

material dishonesty; or (4) the failure to meet reasonable and preestablished performance goals. Determination of Cause shall be made by the Administrator in its sole discretion.

(g) “Change in Capitalization” means any increase, reduction, or change or exchange of Shares for a different number or kind of shares or other securities or property by reason of a reclassification, recapitalization, merger, consolidation, amalgamation, reorganization, issuance of warrants or rights, stock dividend, stock split or reverse stock split, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise; or any other corporate action, such as declaration of a special dividend, that affects the capitalization of the Company.

(h) “Change in Control” means the first to occur of any one of the events set forth in the following paragraphs, provided that a Public Offering shall not constitute a Change in Control:

(i) any Person is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 50% or more of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) hereof; or

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the effective date of a Public Offering, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds ( ²/3) of the directors then still in office who either were directors on the effective date of a Public Offering or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii) there is consummated a merger, consolidation or amalgamation of the Company with any other corporation other than (A) a merger, consolidation or amalgamation which results in the directors of the Company immediately prior to such merger or consolidation continuing to constitute at least a majority of the board of directors of the Company, the surviving entity or any parent thereof, or (B) a merger, consolidation or amalgamation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 50% or more of the combined voting power of the Company’s then outstanding securities; or

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(iv) the complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least a majority of the board of directors of which comprises individuals who were directors of the Company immediately prior to such sale or disposition.

(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

(j) “Committee” means any committee or subcommittee the Board may appoint to administer the Plan. If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee. From and after the consummation of a Public Offering, the composition of the Committee shall at all times consist solely of persons who are (i) “Nonemployee Directors” as defined in Rule 16b-3 issued under the Exchange Act, and (ii) unless otherwise determined by the Board, “outside directors” as defined in section 162(m) of the Code.

(k) “Ordinary Shares” means the ordinary shares in the capital of the Company, par value $0.01 per share.

(l) “Company” means IFM Investments Limited, a Cayman Islands Company (or any successor corporation).

(m) “Disability” means (1) any physical or mental condition that would qualify a Participant for a disability benefit under any long-term disability plan maintained by the Company; (2) when used in connection with the exercise of an Incentive Stock Option following termination of employment, disability within the meaning of section 22(e)(3) of the Code; or (3) such other condition as may be determined in the sole discretion of the Administrator to constitute Disability.

(n) “Eligible Recipient” means an officer, director, employee, consultant, advisor or another service provider of the Company or of any Parent or Subsidiary. “Recipient” is sometimes used herein to describe an Eligible Recipient who has been granted an Award of Restricted Stock or Restricted Stock Units.

(o) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(p) “Exercise Price” means the per share price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option.

(q) “Fair Market Value” as of a particular date shall mean the fair market value of a Share as determined by the Administrator in its sole discretion; provided that (i) if the Shares are admitted to trading on a national securities exchange, the fair market value of a Share shall be the closing sale price reported for such share on such exchange on the date of determination (or, if no closing sales price was reported on that date, on the last trading date such closing sales price was reported), (ii) if the Shares are admitted to quotation on the National Association of Securities Dealers Automated Quotation (“Nasdaq”) System or other comparable quotation system and has been designated as a National Market System (“NMS”) security, the fair market value of a

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Share shall be the closing sale price reported for such share on such system on the date of determination (or, if no closing sales price was reported on that date, on the last trading date such closing sales price was reported), (iii) if the Shares are admitted to quotation on the Nasdaq System but have not been designated as an NMS security, fair market value of a Share shall be the average of the highest bid and lowest asked prices of such share on such system on the date of determination (or, if no bid and ask prices were reported on that date, on the last trading date such bid and ask prices were reported) or (iv) in the absence of an established market for the Shares of the type described in (i), (ii) and (iii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith. Notwithstanding the foregoing provisions, under no circumstances shall the Fair Market Value be less than the price per share at which the Series B Preferred Shares were last issued to the holders thereof.

(r) “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships of the Participant; trusts for the benefit of such immediate family members; or partnerships in which such immediate family members are the only partners.

(s) “Incentive Stock Option” shall mean an Option that is an “incentive stock option” within the meaning of section 422 of the Code, or any successor provision, and that is designated by the Committee as an Incentive Stock Option.

(t) “Nonqualified Stock Option” means any Option that is not an Incentive Stock Option, including any Option that provides (as of the time such Option is granted) that it will not be treated as an Incentive Stock Option.

(u) “Option” means an Incentive Stock Option, a Nonqualified Stock Option, or either or both of them, as the context requires.

(v) “Other Award” means an Award granted pursuant to Section 13 hereof.

(w) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations in the chain (other than the Company) owns stock possessing 50% or more of the combined voting power of all classes of stock in one of the other corporations in the chain.

(x) “Participant” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority in Section 3 hereof, to receive grants of Options or awards of Restricted Stock, Restricted Stock Units or Other Awards. A Participant who receives the grant of an Option is sometimes referred to herein as “Optionee.”

(y) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.

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(z) “Preferred Directors” means the Series A Directors and the Series B Director.

(aa) “Public Offering” means the first underwritten initial public offering of Shares by the Company.

(bb) “Qualifying Termination” means a termination of a Participant’s employment or service by the Company other than for Cause or by the Participant for Good Reason. For purposes of the Plan, “Good Reason” means any of the following acts or omissions that take place on or after the occurrence of a Change in Control: (i) a change of the Participant’s place of employment by more than fifty (50) miles; or (ii) a material reduction in the Participant’s salary or bonus opportunity.

(cc) “Preferred Shares” means the Series A Preferred Shares and the Series B Preferred Shares.

(dd) “Restricted Stock” means Shares subject to certain restrictions granted pursuant to Section 8 hereof.

(ee) “Restricted Stock Units” means the right to receive in cash or Shares the Fair Market Value of the Shares granted pursuant to Section 8 hereof.

(ff) “Shares” means Ordinary Shares and any successor security.

(gg) “Series A Directors” means the members of the Board appointed by the holders of a majority of Series A Preferred Shares pursuant to the Company’s Articles of Association.

(hh) “Series A Preferred Shares” means preferred shares in the capital of the Company of par value US$0.01 per share, all of which are designated as Series A Shares issued subject to and in accordance with the Company’s Articles of Association.

(ii) “Series B Director” means the member of the Board appointed by the holders of a majority of Series B Preferred Shares pursuant to the Company’s Articles of Association.

(jj) “Series B Preferred Shares” means preferred shares in the capital of the Company of par value US$0.01 per share, all of which are designated as Series B Shares issued subject to and in accordance with the Company’s Articles of Association.

(kk) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation) in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

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Section 3. Administration.

(a) The Plan shall be administered by the Board or, at the Board’s sole discretion, by the Committee, which shall serve at the pleasure of the Board. Pursuant to the terms of the Plan, the Administrator shall have the power and authority, without limitation:

(i) to select those Eligible Recipients who shall be Participants;

(ii) to determine whether and to what extent Options or awards of Restricted Stock, Restricted Stock Units or Other Awards are to be granted hereunder to Participants;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Options or awards of Restricted Stock, Restricted Stock Units or Other Awards granted hereunder;

(vi) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; and

(vii) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan.

(b) The Administrator may, in its absolute discretion, without amendment to the Plan, (i) accelerate the date on which any Option granted under the Plan becomes exercisable, waive or amend the operation of Plan provisions respecting exercise after termination of employment or otherwise adjust any of the terms of such Option, and (ii) accelerate the lapse of restrictions, or waive any condition imposed hereunder, with respect to any share of Restricted Stock or Restricted Stock Unit or otherwise adjust any of the terms applicable to any such Award; provided that no action under this Section 3(b) shall adversely affect any outstanding Award without the consent of the holder thereof.

(c) All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

(d) So long as any Preferred Shares are outstanding, any actions, decisions or determinations taken pursuant to the authority granted to the Board, Committee or Administrator under the Plan shall require the approval of each of the Preferred Directors; provided, however, such approval of the Preferred Directors shall not be required with respect to the issuance of options for up to

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2,000,000 Shares to Donald Zhang and/or Harry Hang Lu so long as each is an Eligible Recipient; provided, further however, all other terms of such options shall be in compliance with the terms and conditions of the Plan, including without limitation Sections 2(p) and 7(b) - (d).

Section 4. Shares Reserved for Issuance Under the Plan.

(a) The total number of Shares reserved and available for issuance under the Plan shall initially be 8,527,494 Shares, subject to the adjustments provided in Section 5. Such Shares may consist, in whole or in part, of authorized and unissued Shares or treasury shares. If there is an adjustment to the then-in effect Series A Conversion Price (as defined in the Articles) pursuant to Section 21(d) of the Articles, the number of shares reserved for issuance under the Plan shall be increased or decreased to such number of Shares representing 8.48% of the equity interest of the Company, on a Fully-Diluted Basis (as defined in the Articles) immediately following the Closing for Series B Shares (as defined in the Articles).

(b) To the extent that (i) an Option expires or is otherwise cancelled or terminated without being exercised, or (ii) any Shares subject to any award of Restricted Stock, Restricted Stock Units or Other Awards are forfeited, such Shares shall again be available for issuance in connection with future Awards granted under the Plan. To the extent not prohibited by the listing requirements of The Nasdaq National Market (or other established stock exchange or national market system on which the Ordinary Shares are traded) and applicable law, any Shares covered by an Award which are surrendered (i) in payment of the Award exercise or purchase price or (ii) in satisfaction of tax withholding obligations incident to the exercise of an Award shall be deemed not to have been issued for purposes of determining the maximum number of Shares which may be issued pursuant to all Awards under the Plan, unless otherwise determined by the Administrator.

(c) From and after the date that the Plan is intended to comply with the requirements of Section 162(m) of the Code, the aggregate number of Shares with respect to which Awards may be granted to any individual Optionee during any fiscal year shall not exceed 100,000.

Section 5. Equitable Adjustments

(a) If there is an adjustment to the then-in effect Series A Conversion Price (as defined in the Articles) pursuant to Section 21(d) of the Articles, the number of shares reserved for issuance under the Plan shall be increased or decreased to such number of Shares representing 8.48% of the equity interest of the Company, on a Fully-Diluted Basis (as defined in the Articles) immediately following the Closing for Series B Shares (as defined in the Articles), and any Options, Restricted Stock, Restricted Stock Units or Other Awards granted under the Plan shall be proportionally adjusted.

(b) In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number and/or kind of shares of capital stock reserved for issuance under the Plan, (ii) the kind, number and/or option price of ordinary shares or other property subject to outstanding Options granted under the Plan, and (iii) the kind, number and/or purchase price of ordinary shares or other property subject to outstanding awards of Restricted Stock, Restricted Stock

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Units and Other Awards granted under the Plan, in each case as may be determined by the Administrator, in its sole discretion; provided that, for the avoidance of doubt, such equitable substitution or proportionate adjustment as may be determined shall limit the total number of shares reserved for the plan to represent no more than 8.48% of the equity interest of the Company. Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion. Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Administrator may provide, in its sole discretion, for either (x) the cancellation of any Awards outstanding upon the consummation of the Change in Capitalization or (y) the cancellation of any outstanding Awards in exchange for payment in cash or other property of the Fair Market Value of the Shares covered by such Awards, reduced, in the case of Options, by the exercise price thereof.

Section 6. Eligibility.

The Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from among Eligible Recipients. The Administrator shall have the authority to grant to any Eligible Recipient Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units or Other Awards, provided that directors of the Company or any Parent or Subsidiary who are not also employees of the Company or of any Parent or Subsidiary, and consultants or advisors to the Company or to any Parent or Subsidiary may not be granted Incentive Stock Options.

Section 7. Options.

(a) General. Options may be granted alone or in addition to other Awards granted under the Plan. Any Option granted under the Plan shall be evidenced by an Award Agreement in such form as the Administrator may from time to time approve. The provisions of each Option need not be the same with respect to each Participant. Participants who are granted Options shall enter into an Award Agreement with the Company, in such form as the Administrator shall determine, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option granted thereunder. The Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options. To the extent that any Option does not qualify as an Incentive Stock Option, it shall constitute a separate Nonqualified Stock Option. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in paragraphs (b)-(m) of this Section 6 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable.

(b) Exercise Price. The per share Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant but shall not, be less than 100% of the Fair Market Value per Share on such date (110% of the Fair Market Value per Share on such date if, on such date, the Eligible Recipient owns (or is deemed to own under the Code) stock possessing more than ten percent (a “Ten Percent Owner”) of the total combined voting power of the Company or any Parent or Subsidiary of the Company).

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(c) Option Term. The term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten years after the date such Option is granted. If the Eligible Participant is a Ten Percent Owner, an Incentive Stock Option may not be exercisable after the expiration of five years from the date such Incentive Stock Option is granted.

(d) Exercisability. Unless otherwise approved by the Administrator, options shall vest and become exercisable as follows: after 12 months of employment (or the provision of services to the Company) by an Optionee as an employee, advisor or another service provider of the Company, 25% will vest and the remainder will vest monthly over the following 36 months. The Administrator may waive such exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion.

(e) Early Exercise. The Administrator may provide at the time of grant or any time thereafter, in its sole discretion, that any Option shall be exercisable with respect to Shares that otherwise would not then be exercisable, provided that, in connection with such exercise, the Optionee enters into a form of Restricted Stock Award Agreement approved by the Administrator.

(f) Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, payment in whole or in part may also be made (i) by means of any broker’s cashless exercise procedure approved by the Administrator, (ii) in the form of unrestricted Shares or Restricted Stock already owned by the Optionee which, (x) in the case of unrestricted Shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the date of surrender, and (y) has a Fair Market Value on the date of surrender equal to the aggregate option price of the Shares as to which such Option shall be exercised, provided that, in the case of an Incentive Stock Option, the right to make payment in the form of already owned Shares or Restricted Stock may be authorized only at the time of grant, (iii) loans pursuant to paragraph (h) of this Section 7, (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. If payment of the Exercise Price is made in whole or in part in the form of Restricted Stock, the Shares received upon the exercise of such Option shall be restricted in accordance with the original terms of the Restricted Stock award in question, except that the Administrator may direct that such restrictions shall apply only to that number of Shares equal to the number of Shares surrendered upon the exercise of such Option.

(g) Rights as Shareholder. An Optionee shall have no rights to dividends or any other rights of a shareholder with respect to the Shares subject to the Option until the Optionee has given written notice of exercise, has paid in full for such Shares, has satisfied the requirements of Section 12 hereof and, if requested, has given the representation described in paragraph (b) of Section 13 hereof.

(h) Loans. The Company or any Parent or Subsidiary may make loans available to Optionees for the payment of the exercise price of outstanding Options. Such loans shall (i) be evidenced by promissory notes entered into by the Optionees in favor of the

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Company or any Parent or Subsidiary, (ii) bear interest at the applicable interest rate as the Administrator shall determine, (iii) be subject to such other terms and conditions, not inconsistent with the Plan, as the Administrator shall determine, and (iv) be subject to Board approval (or to approval by the Administrator to the extent the Board may delegate such authority). Unless the Administrator determines otherwise, when a loan is made, Shares having an aggregate Fair Market Value at least equal to the principal amount of the loan shall be pledged by the Optionee to the Company as security for payment of the unpaid balance of the loan, and such pledge shall be evidenced by a pledge agreement, the terms of which shall be determined by the Administrator, in its sole discretion; provided that each loan shall comply with all applicable laws, regulations and any other governmental agency having jurisdiction.

(i) Nontransferability of Options. The Optionee shall not be permitted to sell, transfer, pledge or assign any Option other than by will and the laws of descent and distribution (including, with respect to a Non-Qualified Stock Option only, by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the Participant) and all Options shall be exercisable during the Participant’s lifetime only by the Participant, in each case, except as set forth in the following two sentences. During an Optionee’s lifetime, the Administrator may, in its discretion, permit the transfer, assignment or other encumbrance of an outstanding Option if such Option is a Nonqualified Stock Option or an Incentive Stock Option that the Administrator and the Participant intend to change to a Nonqualified Stock Option. Subject to the approval of the Administrator and to any conditions that the Administrator may prescribe, an Optionee may, upon providing written notice to the Company, elect to transfer any or all Options described in the preceding sentence to members of his or her Immediate Family, provided that no such transfer by any Participant may be made in exchange for consideration.

(j) Termination of Employment or Service. If an Optionee’s employment with or service as a director, consultant or advisor to the Company or to any Parent or Subsidiary terminates for any reason other than Cause, (i) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date set forth in the Award Agreement, or such later date as is otherwise determined by the Administrator, but in no event shall such exercise period be less than 30 days after such termination (six months in the case of termination by reason of death or Disability), on which date they shall expire, and (ii) Options granted to such Optionee, to the extent that they were not exercisable at the time of such termination, shall expire on the date of such termination. The 30-day period described in the preceding sentence (i) shall be extended to six months from the date of such termination in the event of the Optionee’s death or Disability during such 30-day period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term. In the event of the termination of an Optionee’s employment for Cause, all outstanding Options granted to such Participant shall expire on the date of such termination.

(k) Acceleration Upon Change in Control. If, during the one-year period following the occurrence of a Change in Control, the employment of an Optionee is terminated by reason of a Qualifying Termination, each Option held by such Optionee under the Plan and outstanding at such time shall become fully and immediately exercisable.

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(l) Right of First Refusal. Unless otherwise determined by the Administrator, each Award Agreement evidencing the grant of an Option shall provide that the right of an Optionee to dispose of Shares acquired upon exercise of an Option prior to the occurrence of a Public Offering shall be conditioned upon the Company’s first being offered the opportunity to purchase such Shares itself, subject to such terms and conditions as may be set forth in the Award Agreement.

(m) Limitation on Incentive Stock Options. To the extent that the aggregate Fair Market Value of Shares with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under the Plan and any other stock option plan of the Company shall exceed $100,000, such Options shall be treated as Nonqualified Stock Options. Such Fair Market Value shall be determined as of the date on which each such Incentive Stock Option is granted.

Section 8. Restricted Stock and Restricted Stock Units.

(a) General. Awards of Restricted Stock and Restricted Stock Units may be issued either alone or in addition to other Awards granted under the Plan and shall be evidenced by an Award Agreement. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Awards of Restricted Stock and Restricted Stock Units shall be made; the number of Shares and/or Units to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock; and the Restricted Period (as defined in Section 8(d)) applicable to awards of Restricted Stock and Restricted Stock Units. The provisions of the awards of Restricted Stock or Restricted Stock Units need not be the same with respect to each Participant.

(b) Purchase Price. The price per Share, if any, that a Recipient must pay for Shares purchasable under an award of Restricted Stock shall be determined by the Administrator in its sole discretion at the time of grant.

(c) Awards and Certificates. The prospective recipient of an Award of Restricted Stock shall not have any rights with respect to any such Award, unless and until such recipient has executed an Award Agreement evidencing the Award and delivered a fully executed copy thereof to the Company, within such period as the Administrator may specify after the award date. Each Participant who is granted an award of Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, which certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award; provided that the Company may require that the stock certificates evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such Award.

(d) Nontransferability. The Awards of Restricted Stock and Restricted Stock Units granted pursuant to this Section 8 shall be subject to the restrictions on transferability set forth in this paragraph (d). During such period as may be set by the Administrator in the Award Agreement (the “Restricted Period”), the Participant shall not be permitted to sell, transfer, pledge, hypothecate or assign shares of Restricted Stock or Restricted Stock Units awarded under the Plan except by will or the laws of descent and distribution; provided that the Administrator may, in its sole discretion, provide for the lapse of such restrictions in installments

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and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine in its sole discretion. The Administrator may also impose such other restrictions and conditions, including the achievement of preestablished corporate performance goals, on awarded Restricted Stock and Restricted Stock Units as it deems appropriate. In no event shall the Restricted Period end with respect to a Restricted Stock Award or Restricted Unit Award prior to the satisfaction by the Participant of any liability arising under Section 12 hereof. Any attempt to dispose of any Restricted Shares in contravention of any such restrictions shall be null and void and without effect.

(e) Rights as a Shareholder. Except as provided in Section 8(c), the Participant shall possess all incidents of ownership with respect to Shares of Restricted Stock during the Restricted Period, including the right to receive or reinvest dividends with respect to such Shares and to vote such Shares. Certificates for unrestricted Shares shall be delivered to the Participant promptly after, and only after, the Restricted Period shall expire without forfeiture in respect of such awards of Restricted Stock except as the Administrator, in its sole discretion, shall otherwise determine. A Participant who is awarded Restricted Stock Units shall posses no incidents of ownership with respect to the Units, provided that the Award Agreement may provide for payments in lieu of dividends to such Participant.

(f) Termination of Employment. The rights of Participants granted Awards of Restricted Stock or Restricted Stock Units upon termination of employment or service as a director, consultant or advisor to the Company or to any Parent or Subsidiary for any reason during the Restricted Period shall be set forth in the Award Agreement governing such Awards. Unless the Administrator determines otherwise, the Company shall have a repurchase right with respect to Restricted Stock and Restricted Stock Units exercisable during the Restricted Period upon the voluntary or involuntary termination of the Participant’s employment or service with the Company for any reason prior to the occurrence of a Public Offering. The purchase price for Shares repurchased pursuant to the Award Agreement shall be no less than the price paid by the Participant and may be paid by cancellation of any indebtedness of the Participant to the Company. The repurchase right shall lapse at a rate determined by the Administrator.

(g) Early Exercise Options. The Administrator shall award Restricted Stock to a Participant upon the Participant’s early exercise of an Option under Section 7(c) hereof. Unless otherwise determined by the Administrator, the lapse of restrictions with respect to such Restricted Stock shall occur on the same schedule as the Option for which the Restricted Stock was exercised.

(h) Loans. In the sole discretion of the Administrator, loans may be made to Participants in connection with the purchase of Restricted Stock under substantially the same terms and conditions as provided in Section 7(h) of the Plan with respect to the exercise of Options.

(i) Effect of Change in Control. If, during the one-year period following the occurrence of a Change in Control, the employment of a Recipient is terminated by reason of a Qualifying Termination, all outstanding Shares of Restricted Stock and all Restricted Stock Units held by such Recipient which have not theretofore vested shall immediately vest and all restrictions on such Shares shall immediately lapse.

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Section 9. Other Awards.

Other forms of Awards (“Other Awards”) valued in whole or in part by reference to, or otherwise based on, the Ordinary Shares may be granted either alone or in addition to other Awards under the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Awards shall be granted, the number of Shares to be granted pursuant to such Other Awards and all other conditions of such Other Awards.

Section 10. Amendment and Termination.

The Board may amend, alter or discontinue the Plan, provided that no amendment, alteration, or discontinuation shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent and provided, further that the adoption, termination or material amendment to the terms of the Plan (including the number of shares reserved, vesting period, and exercise price of options), and any approval of grants on non-standard terms shall require the approval of the Preferred Directors; provided that if such adoption, termination or material amendment has a negative material impact on the rights and privileges accruing to the Preferred Shares held by any holder of Preferred Shares and such impact is disproportionate to any negative material impact on the other holders of Preferred Shares, the approval of such disproportionately affected holder of Preferred Shares will be required. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s shareholders for any amendment that would require such approval in order to satisfy the requirements of section 162(m), Section 422 of the Code, stock exchange rules or other applicable law. The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 4 of Plan, no such amendment shall impair the rights of any Participant without his or her consent.

Section 11. Unfunded Status of Plan.

The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.

Section 12. Withholding Taxes.

Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Whenever Shares are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. With the approval of the Administrator, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such an election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award.

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Section 13. General Provisions.

(a) Shares shall not be issued pursuant to the exercise of any Award granted hereunder unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act and the requirements of any stock exchange upon which the Ordinary Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) The Administrator may require each person acquiring Shares to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. The certificates for such Shares may include any legend that the Administrator deems appropriate to reflect any restrictions on transfer.

(c) All certificates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares may then be listed, and any applicable federal or state securities law, and the Administrator may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

(d) Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval, if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan shall not confer upon any Eligible Recipient any right to continued employment or service with the Company or any Parent or Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or any Parent or Subsidiary to terminate the employment or service of any of its Eligible Recipients at any time.

Section 14. Shareholder Approval; Effective Date of Plan.

(a) The grant of any Award hereunder shall be contingent upon shareholder approval of the Plan being obtained within 12 months before or after the date the Board adopts the Plan.

(b) Subject to the approval of the Plan by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board, the Plan shall be effective as of January 31, 2008 (the “Effective Date”).

Section 15. Term of Plan.

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

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EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is entered into as of             , by and between IFM Investments Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or officer of the Company (“Indemnitee”).

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 the corporation.

2. The Board of Directors of the Company (the “Board”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

3. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is willing to serve and continue to serve the Company on the condition that he be so indemnified.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

Expenses shall include damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations, and any expenses paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (as hereinafter defined).

Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company or any of its subsidiaries, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity.

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

Proceeding means any threatened, pending or completed action, suit or proceeding, or any inquiry, hearing or investigation, whether civil, criminal, administrative, investigative or other, including appeal, in which Indemnitee may be or may have been involved as a party or otherwise by reason of an Indemnifiable Event, including, without limitation, any threatened, pending or completed action, suit or proceeding by or in the right of the Company.

B. AGREEMENT TO INDEMNIFY

1. General Agreement. In the event Indemnitee was, is or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law.

2. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, Indemnitee shall be indemnified against all Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the case may be, offset by the amount of cash, if any, received by Indemnitee resulting from his/her success therein.

3. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for gross negligence or intentional misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper;

(d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;

(e) for a disgorgement of profits made from the purchase and sale by the Indemnitee of securities pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common law;

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(f) brought about by the dishonesty or fraud of Indemnitee seeking payment hereunder; provided, however, that Indemnitee shall be protected under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless a judgment or other final adjudication thereof adverse to Indemnitee establishes that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated;

(g) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(h) arising out of Indemnitee’s personal tax matter; or

(i) arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries.

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

6. Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee for any reason other than those set forth in Section B.4 above, then the Company shall contribute to the amount of Expenses paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and by Indemnitee on the other hand from the transaction from which such Proceeding arose, and (ii) the relative fault of the Company on the one hand and of Indemnitee on the other hand in connection with the events which resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section B.6 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

C. INDEMNIFICATION PROCESS

1. Notice and Cooperation By Indemnitee. Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be given in accordance with Section F.7 below. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably request.

2. Indemnification Payment.

(a) Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that the Company advance to Indemnitee all Expenses that may be reasonably incurred by Indemnitee in connection with a Proceeding.

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The Company shall, within ten (10) business days of receiving such a written request by Indemnitee, advance all requested Expenses to Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.

(b) Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon as practicable after Indemnitee makes a written request to the Company for reimbursement.

(c) Determination by the Reviewing Party. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party (as hereinafter defined) informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his indemnification right in accordance with Section C.3 below.

3. Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 30 days after making a written demand in accordance with Section C.2 above, Indemnitee shall have the right to enforce his indemnification rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging any determination by the Reviewing Party or any breach in any aspect of this Agreement. Any determination by the Reviewing Party not challenged by Indemnitee and any judgment entered by the court shall be binding on the Company and Indemnitee.

4. Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there may be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s expense.

5. Defense to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under this Agreement, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company to have made a determination

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prior to the commencement of such action by Indemnitee that indemnification is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or the Company that Indemnitee had not met such applicable standard of conduct shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

6. No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

7. Company Participation. Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

8. Reviewing Party.

(a) For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; and, if it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board of Directors shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom to the extent as aforesaid. “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section C.8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors shall select), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written

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objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section C.8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If the determination of entitlement to indemnification is to be made by Independent Counsel, but within 20 days after submission by Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected and not objected to, then the Board of Directors by a majority vote shall select the Independent Counsel. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section C.8(b), regardless of the manner in which such Independent Counsel was selected or appointed.

(c) In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company and any other corporation, partnership, joint venture or other entity of which Indemnitee is or was serving at the written request of the Company as a director, officer, employee, agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the Company or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel for the Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made to the Company or such other corporation, partnership, joint venture or other entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint venture or other entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. The provisions of this Section C.8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

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(d) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above.

D. DIRECTOR AND OFFICER LIABILITY INSURANCE

1. Good Faith Determination. The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

2. Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

3. No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage provided, (ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or (iii) Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

E. NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

1. Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Articles of Association, applicable law or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in any such capacity at the time of any Proceeding.

2. Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee acknowledges that the U.S. Securities and Exchange Commission (the “SEC”) believes that indemnification for liabilities arising under certain federal securities laws is against public policy and is, therefore,

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unenforceable and that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

3. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding by reason of his former or current capacity at the Company or any other enterprise at the Company’s request, whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at the Company’s request.

F. MISCELLANEOUS

1. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.

2. Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.

3. Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal and legal representatives.

4. Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsel review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

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5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

6. Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without giving effect to conflicts of law provisions thereof.

7. Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

IFM Investments Limited

26/A, East Wing, Hanwei Plaza

No. 7 Guanghua Road, Chaoyang District

Beijing 100004

People’s Republic of China

Attn:                     

and to Indemnitee at:

Attn:

Tel:

Fax:

8. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

(Signature page follows)

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IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY

IFM INVESTMENTS LIMITED

Name:

Title:

INDEMNITEE

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of                      (the “Effective Date”), is entered into between IFM Investments Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and                      (“Executive”).

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:

1. Employment.

(a) Agreement to Employ. Subject to the terms and the conditions of this Agreement, the Company hereby agrees to employ Executive and Executive hereby agrees to accept employment by the Company, effective as of the Effective Date.

(b) Term of Employment. Unless Executive’s employment shall sooner terminate pursuant to Section 4, the Company shall employ Executive for the period commencing on the Effective Date and ending on                      (such period, together with any extensions thereto, being referred to as the “Term”). The Term of the employment may be extended for                      by mutual agreement of the parties hereto. If the parties hereto wish to extend the Term of employment, they will start to negotiate a new employment agreement at least 60 days prior to the end of the Term. The period during which Executive is employed pursuant to this Agreement shall be referred to as the “Employment Period.”

(c) Duties and Responsibilities. During the Employment Period, Executive shall serve as                      of the Company,                     , China and his duties and responsibilities shall consist of                      and other duties and responsibilities of an executive nature which are consistent with his position. Executive shall comply with all applicable policies and procedures of the Company. Executive agrees that during the Employment Period he shall be a full-time employee and shall devote his working time, energy and attention to the performance of his duties and responsibilities under this Agreement and faithfully and diligently endeavor to promote the business and best interests of the Company, and shall not engage in any other business activities, no matter whether such activities conflict with the Company’s business or not. Executive shall report to                      and the Company’s Board of Directors.

2. Compensation and Benefits.

(a) Compensation. During the Employment Period, the Company shall pay Executive an annual compensation at the annual rate of                     .

(b) Medical Plans. During the Employment Period, the Company shall provide to Executive and his spouse and eligible dependants with a comprehensive medical plan, the                      Plan as provided by                     .

(c) Vacation. During the Employment Period, Executive shall be entitled to paid vacation of twenty (20) business days per year, in accordance with the Company’s then current policies and practices. Not more than five (5) business days of accrued but unused vacation time may be carried over to the following year.

3. Equity-based Incentives In addition to the compensation and benefits provided to Executive pursuant to Section 2, as soon as practicable following the Effective Date, and subject to compliance with applicable laws and Company’s Board Resolution, Executive shall receive a grant of an option to purchase                      ordinary shares of the Company, subject to the Company’s applicable stock incentive plan and the terms of a stock option grant agreement entered into separately by the Company and Executive. The terms regarding exercise price and vesting schedule of the stock options to be granted to Executive shall be the same as such terms of the stock options granted to other executive-level employees.

4. Termination of Employment.

(a) Early Termination of the Employment Period. Notwithstanding Section 1(b) hereof, the Employment Period shall end and this Agreement shall terminate if, prior to the end of the Term, Executive’s employment with the Company terminates for any reason, including but not limited to, Executive’s death or Disability (as hereinafter defined), termination by the Company with or without Cause (as hereinafter defined), or voluntary termination by Executive. In such event, the Employment Period shall end and, except as otherwise provided herein, this Agreement shall terminate upon the effective date of such termination.

(b) Termination by the Company with or without Cause. Executive may be terminated by the Company with or without Cause effective immediately upon delivery of written notice thereof to Executive. “Cause” shall mean (i) the continued failure by Executive substantially to perform his duties and obligations to the Company which is not cured 30 days after the Company notified the Executive of the initial failure, including without limitation repeated refusal to follow the reasonable directions of the employer, knowing violation of law in the course of performance of the duties of Executive’s employment with the Company, repeated absences from work without a reasonable excuse, and intoxication with alcohol or use of illegal drugs while on the Company’s premises during regular business hours (other than any such failure resulting from his or her incapacity due to physical or mental illness); (ii) fraud or material dishonesty against the Company; or (iii) a conviction or plea of guilty for the commission of a felony or other crime. Determination of Cause shall be made by the board of the Company in its sole discretion.

(c) Termination due to Death or Disability. Executive’s employment hereunder shall terminate upon Executive’s death or in the event of a termination by the Company due to Executive’s Disability. “Disability” shall mean any physical or mental condition that would make Executive no longer capable or suitable to perform his duties hereunder as determined in the sole discretion of the Company.

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(d) Voluntary Termination by Executive. Executive may voluntarily terminate his employment with the Company on not less than three (3) months’ prior written notice to the Company.

(e) Notice of Termination. Any termination of Executive’s employment by the Company or by Executive shall be communicated by a written Notice of Termination addressed to the other Party to this Agreement. A “Notice of Termination” shall mean a notice stating that Executive’s employment with the Company has been or will be terminated and the specific provisions of this Section 4 under which such termination is being effected.

(f) Payment Upon Termination by the Company without Cause. In the event of the termination by the Company without Cause, the Company agrees to pay the Executive (i) Compensation for the                      period following the date of termination, payable in accordance with the Company’s payroll practice in effect on such termination date.

5. Covenants.

(a) Non-Compete and Confidentiality Agreement. In consideration of the employment and other consideration offered by the Company under this Agreement, the Executive agrees to enter into a Non-Compete and Confidentiality Agreement with the Company in the form attached hereto as Exhibit A (the “Non-Compete and Confidentiality Agreement”).

(b) Mutual Non-Disparagement. Executive will not at any time during or after the Employment Period make (whether directly or through any other person or entity) any public or private statements (whether oral or in writing) which are derogatory or damaging to the Company or any of its affiliates, businesses, activities, operations, affairs, reputations or prospects or any of their respective officers, employees, members, partners, directors or shareholders, and the Company will cause its officers and directors to not make disparaging or derogatory comments about Executive except, in each case, to the extent required by law, and only after consultation with the other party to the maximum extent possible to maintain goodwill for such party.

6. Enforcement. In the event that Executive breaches any covenant set forth in Section 5 hereof (including any covenants set forth in the Non-Compete and Confidentiality Agreement), the Company shall be entitled to an injunction restraining Executive from violating such restrictive covenant. If the Company shall institute any action or proceeding to enforce any such restrictive covenant, Executive hereby waives the claim or defense that the Company has an adequate remedy at law and agrees not to assert in any such action or proceeding the claim or defense that the Company has an adequate remedy at law.

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7. Miscellaneous.

(a) Survival. To the extent necessary to give effect to such provisions, the provisions of this Agreement (including without limitation, Section 5 and 6 hereof) shall survive the termination hereof, whether such termination shall be by expiration of the Employment Period, an early termination pursuant to Section 4 or otherwise.

(b) Binding Effect. This Agreement shall be binding on, and shall inure to the benefit of, the Company and any person or entity that succeeds to the interest of the Company (regardless of whether such succession occurs by operation of law) by reason of a merger, consolidation or reorganization involving the Company or, unless the Company otherwise elects in writing, a sale of the assets of the business of the Company (or portion thereof) in which Executive performs a majority of his services. This Agreement shall also inure to the benefit of Executive’s heirs, executors, administrators and legal representatives.

(c) Assignment. This Agreement may not be assigned by Executive. The Company may assign its rights, together with its obligations, hereunder (i) to any affiliate or (ii) to third parties in connection with any sale, transfer or other disposition of all or substantially all of its business or assets.

(d) Entire Agreement. This Agreement (together with exhibits hereto and provisions of the Company’s 2006 Stock Incentive Plan, where applicable) and the Non-Compete and Confidentiality Agreement constitute the entire agreement between the parties hereto with respect to the matters referred to herein and supersedes any and all prior agreements, whether written or oral. No other agreement relating to the terms of Executive’s employment by the Company, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein. Executive acknowledges that he is entering into this Agreement of his own free will and accord, and with no duress, that he has read this Agreement and that he understands it and its legal consequences.

(e) Severability; Reformation. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event any covenant contained herein is not enforceable in accordance with its terms, Executive and the Company agree that such provision shall be reformed to make such covenant enforceable in a manner that provides the Company the maximum rights permitted at law.

(f) Waiver. Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions.

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(g) Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by courier service, by registered mail, return receipt requested, or by telecopy and shall be effective upon actual receipt by the party to which such notice shall be directed, and shall be addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

If to the Company:
	Century 21 China Real Estate 26A Hanwei Plaza, No. 7 Guanghua Road, Chaoyang District Beijing 100004, China Attention:
If to Executive:

(h) Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto.

(i) Headings. Headings to sections in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(k) Withholding. Any payments provided for herein shall be reduced by any amounts required to be withheld by the Company under applicable income or employment tax laws or similar statutes or other provisions of law then in effect in relevant jurisdictions.

(l) Disputes. All disputes between the parties arising from or in connection with this Agreement or Executive’s employment hereunder, including those relating to the existence and validity of this Agreement, shall first be submitted                     .

(m) Governing Law. This Agreement shall be governed by the laws of the                     , without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and Executive has hereunto set his hand as of the day and year first above written.

IFM Investments Limited
By:
	Name:
	Title:
EXECUTIVE:
By:

6

EXHIBIT A

NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) dated as of                      (the “Effective Date”), between IFM Investments Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and                      (“Executive”).

W I T N E S S E T H:

WHEREAS, concurrently herewith, the Company is entering into an Employment Agreement with the Executive (the “Employment Agreement”); and

WHEREAS, the execution and delivery of this Agreement is required by the terms of the Employment Agreement, and the Company would not employ the Executive based on the terms of the Employment Agreement unless the Executive executes this Agreement and agrees to comply with the terms hereof, and this Agreement constitutes an important portion of the consideration given by the Employment under the Employment Agreement and is integral to the benefit of the bargain to the Company under the Employment Agreement.

All capitalized terms not otherwise defined herein shall have the same meaning ascribed thereto in the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for the consideration received under the Employment Agreement, the sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Scope. The Executive acknowledges that the provisions of this Agreement are an essential element of the terms of employment contemplated by the Employment Agreement, a fundamental inducement to the Company to enter into the Employment Agreement and reasonable and necessary to protect the Company. In addition, the Executive acknowledges that the provisions of this Agreement (i) do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Company and (ii) contain reasonable limitations as to the time and the scope of the activity to be restrained; and that the consideration provided under the Employment Agreement is sufficient to compensate the Executive for the restrictions contained herein.

2. Non-Competition. Executive agrees that during the Employment Period (as defined in the Employment Agreement) and for the one (1)-year period thereafter (the “Restriction Period”), he shall not, directly or indirectly, for his own account, or in any capacity on behalf of any other third person or entity, whether as an officer, director, employee, partner, member, joint venture, consultant, investor or otherwise, engage, or assist others engaged, in whole or in part, in any business in competition with the business of the Company or any of its affiliates, or any other business that the Company or any of its affiliates may manage as of the date Executive’s employment hereunder terminates (a “Competing Business”).

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3. Non-Solicitation Executive agrees that during the Employment Period and the Restriction Period, he shall not, directly or indirectly, whether through his own efforts, or through the efforts, or in any way assisting or employing the assistance, of any other person or entity (including without limitation through any consultant or any person employed by or associated with any entity with whom Executive may be employed or associated) (i) solicit or otherwise attempt to interfere in the business relationship between the Company and any person, firm, corporation or other entity that was a customer or client of the Company or its affiliates within the two (2)-year period immediately prior to the termination of Executive’s employment, or that was a prospective customer or client of the Company or its affiliates to whom the Company has made a proposal within the one (1)-year period immediately prior to the termination of Executive’s employment, or (ii) solicit for employment, hire or otherwise engage in any capacity any individual who is or has within the previous one (1) year been an employee, member or partner of the Company or any of its affiliates, or induce any such person to terminate his or her employment by or other relationship with the Company or any of its affiliates.

4. Confidentiality.

(a) Executive agrees that during the Employment Period and at all times thereafter, he will keep and retain in the strictest confidence all confidential matters (“Confidential Information”) of the Company and its affiliates that Executive may develop or learn in the course of his employment, including, without limitation:

(i) “know how,” design, programs, software, database, management system and descriptions thereof;

(ii) business plan, development plan, status reports and results thereof;

(iii) financial information or plans; track records and other performance data;

(iv) sales and marketing information or plans; business or strategic plans; salary, bonus or other personnel information;

(v) the terms of this Agreement or the Employment Agreement;

(vi) information concerning new or potential investors, customers, clients or shareholders;

(vii) trade secrets; pricing policies; operational methods;

(viii) investment methodologies; technical processes;

(ix) computer code; formulae, inventions and research projects; and

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(x) other business affairs of the Company and its affiliates.

(b) Notwithstanding the foregoing, Confidential Information shall not include any information which has been independently developed by Executive prior to the Effective Date (as defined in the Employment Agreement). The Executive covenants and agrees that he will not remove any Confidential Information from the Company’s premises or disclose such Confidential Information to anyone outside of the Company (including, without limitation, Apollo Group, Inc., Realogy Corporation, Cartus and their respective successors, assigns, subsidiaries and affiliates, either now existing or at anytime thereafter), either during or after the Employment Period, except (i) in good faith, in the course of performing his duties under this Agreement, (ii) with the prior written consent of the board of the Company (it being understood that Confidential Information shall not be deemed to include any information that is publicly disclosed by the Company), or (iii) to the extent disclosure is compelled by a court of competent jurisdiction, arbitrator, agency, or other tribunal or investigative body in accordance with any applicable statute, rule or regulation (but only to the extent any such disclosure is compelled, and no further).

(c) In the event of termination of the Executive’s employment with the Company for any reason, the Executive agrees, promptly and without request, to deliver to and inform the Company of all confidential or proprietary documents and data pertaining to his or her employment and the Company’s Confidential Information, whether prepared by the Executive or otherwise coming into his or her possession. The Executive will not retain any written or other tangible material containing any information concerning or disclosing any of the Company’s Confidential Information. The Executive shall also sign and date a “Termination Certification” in the following form:

“This is to certify that I do not have in my possession, nor have I failed to return, any confidential information or copies thereof, or other documents or materials, equipment or other property belonging to the Company.”

“I further certify that I have complied with and will continue to comply with the Non-Competition and Confidentiality Agreement which I signed.”

“I further agree that, in compliance with the Non-Competition and Confidentiality Agreement, I will preserve as confidential and not use any or all Confidential Information which has or could have commercial value or other utility due to its confidentiality in the business in which the Company is engaged or reasonably contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of the Company, whether or not such information is identified as Confidential Information by the Company.”

(d) In the event of termination of the Executive’s employment with the Company for any reason, the Executive agrees that he will protect the value of the Company’s Confidential Information and take reasonable measures to prevent the misappropriation or disclosure thereof. The Executive will not disclose or use to his (or for the benefit of any third party) or to the detriment of the Company any Confidential Information.

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5. Terms of Restrictive Covenants.

(a) If any court determines that any of the provisions of Sections 2, 3 or 4 of this Agreement (the “Restrictive Covenants”), or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

(b) If it is ever held that the Restrictive Covenants are too onerous and are not necessary for the protection of the Company, each party to this Agreement agrees that any court of competent jurisdiction may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect the other party or parties hereto.

(c) If the Executive breaches, or threatens to commit a breach of, the Restrictive Covenants, the Company shall have the right and remedy to (i) have the Restrictive Covenants specifically enforced by any court having proper jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that monetary damages will not provide adequate remedy to the Company and (ii) to cancel, and the Executive agrees to forfeit, any options or securities issued to the Executive under the Company’s Amended and Restated 2006 Stock Incentive Plan, including, without limitation, those options granted under that certain Stock Option Agreement, dated as of                     , by and between the Company and the Executive. The foregoing rights shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.

(d) The Company and the Executive each intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right to relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, with breaches of such Restrictive Covenants in such other jurisdiction being, for this purpose, severable into diverse and independent covenants.

6. Assignment of Work Products.

(a) Definition of Work Products. “Work Products” means all or any part of the product researched, developed, translated or obtained, including without limitation patents, trademarks, copyrights, business secrets, operation secrets, or know-how, regardless of whether such work products is (i) applicable for patent or protectable as copyright or trademark; (ii) is produced in tangible form and applied in practice; (iii) is made during the course of the Executive’s employment with the company.

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(b) Assignment of Work Products. The Executive hereby assigns and agrees to assign to the Company or its designee, his or her entire right, title and interest in and to all Work Products which he may solely or jointly conceive, discover, develop or reduce to practice during the period of his or her employment (i) which are aided by the use of time, material, trade secrets or facilities of the Company, whether or not during working hours, (ii) which has or could have commercial value or other utility in any of his or her work during the period of employment, or (iii) which has or would reasonably be expected to have commercial value or other utility in the business in which the Company is engaged or reasonably contemplates engaging. The Executive agrees that all such Work Products shall be the sole property of the Company. Executive hereby agrees to waive and never assert “equitable rights,” including but not limited to moral rights, in any such works either during or after employment, and to the extent permitted by law, assigns any such rights in all such works under any copyright or similar law to the Company.

(c) Work Products Not Assigned. This Agreement shall not require that the Executive assign any of his or her rights in an Work Product that the Executive developed entirely on his or her own time without using the Company’s equipment, supplies, facilities or trade secrets except for those Work Products that either:

(i) relate at the time of conception or reduction to practice of the Work Product to the Company’s business or the actual or demonstrably anticipated research or development of the Company; or

(ii) result from any work performed by the Executive for the Company.

(d) Work Products Made Prior to Employment. No rights are hereby conveyed to Work Products, if any, made by the Executive prior to retention by the Company, which, if any, are listed on an exhibit to this Agreement.

(e) Necessary Acts. The Executive hereby agrees to perform, during and for two (2) years following termination of the Executive’s employment with the Company for any reason, all acts deemed reasonably necessary by the Company and in accordance with applicable law to permit and assist the Company, at the Company’s expense, in obtaining, maintaining and enforcing the full benefits, enjoyment, rights and title, throughout the world, of the Work Products hereby assigned by the Executive to the Company as set forth above.

7. Governing Law; Disputes. This Agreement shall be governed by the laws of the                     , without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply. All disputes between the parties arising from or in connection with this Agreement or Executive’s employment hereunder, including those relating to the existence and validity of this Agreement, shall first be submitted to                     .

8. Assignment. This Agreement may be assigned, without the consent of the Executive, by the Company, or to any other person, partnership, corporation, or other entity which has purchased substantially all business or the assets of the Company.

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9. Amendment. It is agreed that no change or modification of this Agreement shall be made except in a writing signed by both parties.

10. Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected thereby.

11. Drafting Party. The parties hereto agree that this Agreement is the product of negotiation between sophisticated parties and individuals, all of whom were represented by counsel, and each of whom had an opportunity to participate in and did participate in the drafting of each provision hereof. No implication shall be drawn and no provision of this Agreement shall be construed against either party by virtue of the purported identity of the drafter of this Agreement or any portion thereof.

12. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, administrators, successors, and assigns of the respective parties.

13. Entire Agreement. This Agreement, including the Employment Agreement executed simultaneously herewith, contains the entire understanding of the parties with respect to the terms herein and supersedes all prior agreements, arrangements and understandings between the Company and the Executive, whether oral or written, with respect to the matters specified herein.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and Executive has hereunto set his hand as of the day and year first above written.

IFM Investments Limited
By:
	Name:
	Title:
EXECUTIVE:
By:

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EX-10.4

Exhibit 10.4

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 of the People’s Republic of China as well as other related national and local laws and regulations and following the principles of equality, voluntariness and unanimity through consultation.

(Party A or Party B is hereinafter referred to as “one party”, and Party A and Party B are hereinafter referred to as “both parties” jointly.)

Article 1 Contract Term

1.1 Contract term is      years, from              to             .

1.2 The Contract will terminate upon expiration of its term, with exception that both parties agree to renew it. Before its expiration, the Contract may be lengthened as long as both parties agree on it and sign a written agreement for it. In the case that both parties have not entered into a written agreement before the Contract expires, the labor relation of both parties will terminate upon the expiration of the Contract.

Article 2 Probation Period

2.1 The probation period agreed by both parties is subject to      below.

2.1.1 The probation period is not applicable to Party B; or

2.1.2 The probation period herein is      months, from              to             , and is included in the Contract term.

2.2 Instructions on probation period

2.2.1 The probation period is one, two or three months respectively for employees signed the Contract with a term of one, two or three years with the Company respectively.

2.2.2 If an employee signed the Contract with a term of three years with the Company fails to meet the Company’s requirement within the probation period, the probation period may be lengthened properly, but it should be not longer than six months.

2.2.3 Any necessary alterations of the provisions above should be in written form based on the consultation of both parties.

2.3 Instructions on termination of probation period

2.3.1 If Party B is proved to be not in line with the admission term during the probation period, Party A shall have the right to terminate the Contract at any time; and if Party B intends to leave the Company due to some reason, he or she may submit an resignation application at any time, but his or her salary shall not be settled up until the handover formalities have been finished.

Article 3 Position

3.1 The position and department of Party B are              and              respectively. Party A shall be entitled to regulate the position of Party B in accordance with its business needs.

Article 4 Remuneration

4.1 The salary of Party B should be subject to the system, form and standard of salary distribution confirmed by Party A but be not lower than the lowest level specified by relevant laws and regulations. Before the Contract is signed, Party A has specified the issue to Party B and Party B has confirmed the issue.

4.2 The remuneration of Party B is RMB              per month (inclusive of tax) in probation period; and it is RMB              per month (inclusive of tax) after probation period, including RMB              per month (inclusive of tax) as compensation for confidentiality and prohibition of business competition ( for the definition, please refer to the Contract on Prohibition of Business Competition).

4.3 Party A shall have the right to communicate with Party B and regulate his or her remuneration correspondingly according to its business situation and business performance and Party B’s job skills, work attitude and work performance.

4.4 Party B should have his or her personal income tax held and remitted by Party A in accordance with the tax laws formulated by Chinese government.

Article 5 Working Hours

5.1 There are forty working hours for Party B each week, i.e. 9:00a.m. to 5:30p.m. (with half an hour between 12:00 to 1:00p.m. for lunch) on Monday to Friday.

5.2 Within the Contract term and on the premise of no violation to laws and regulations, Party A shall have the right to properly regulate the working hours of Party B according to its business needs.

Article 6 Archives Management

6.1 Both parties agree to carry out archives management as specified in the following    .

6.1.1 Party B is not required to transfer his or her personal file to the Company; or

6.1.2 Party B should transfer his or her personal file to the place appointed by Party A to store archives of its employees within      working days after the Contract is signed; if Party B fails to do so within the given time limit, Party A shall have the right to deduct ten percent (RMB    ) from the monthly salary of Party B as penalty and reserve the right to terminate the Contract unilaterally at any time and without any compensations while committing no violations to laws and regulations.

6.1.3 Both parties have signed a supplemental agreement about archives management and relevant issues (see Appendix 3 herein, i.e. Supplemental Agreement of the Labor Contract).

Article 7 Labor Protection and Working Conditions

7.1 Party A shall abide by the state’s relevant regulations about labor safety and hygiene, create the working conditions in line with the state’s labor safety and hygiene standards for Party B, provide necessary articles for labor protection for Party B, conduct education about labor safety and hygiene for Party B and guarantee the safety and health of Party B in work according to law. On the other hand, Party B should abide by Party A’s rules and systems about labor safety lest occupational hazards and accidents happen.

7.2 Party A should follow relevant regulations of the state to cover relevant labor insurance on Party B and provide welfare and labor protection for it.

7.3 Party B shall enjoy legal festivals and holidays in accordance with relevant regulations of the state. If Party B doesn’t enjoy legal festivals and holidays due to the business needs of Party A or emergencies, Party A should make economic compensations for it according to relevant regulations of the state. On the basis of an agreement reached by both parties, Party B may also take deferred holidays or vacations.

7.4 Party B shall have the right to enjoy marriage leave, funeral Leave, home leave, maternity leave (when applicable) and some other paid leaves. Besides, Party B shall enjoy the paid annual leave offered by Party A according to relevant regulations of the state. The paid annual leave means that apart from legal festivals and holidays, Party A, after serving Party A for more than one year, shall have the right to enjoy some period of paid leave each year, with the specific length subject to Party A’s regulations about staff management.

7.5 To take a vocation, Party B must obtain the approval of Party A first. Party A shall have the right to ask Party B to take an early or deferred vocation or to end the vocation in advance.

7.6 The compensations made for Party B due to work-related injuries or death and the period of medical treatment and relevant remuneration of Party B due to diseases or non-work-related injuries should be subject to relevant national and local regulations and the regulations of Party A.

Article 8 Rights and Obligations of Party A

8.1 Party A shall have the right to assign rational work tasks within the working hours and Party B should finish them within the given time and according to working standard;

8.2 Party A shall have the right to ask Party B to improve his or her working quality and efficiency and, if Party B fails to meet the working standard of Party A within the given time, Party A shall have the right to ask Party B to finish the work tasks in non-working hours;

8.3 When formulating rules and systems, Party A may listen to and take the opinions of employees by following the democratic procedure;

8.4 Through consultation with Party B, Party A shall have the right to ask Party B to work overtime;

8.5 Party A should, according to the remuneration standard specified by it and the provisions of the Contract, pay Party B’s remuneration at the specified time;

8.6 Party A should provide Party B with necessary working environment and conditions and necessary facilities for Party B to finish work tasks;

8.7 Party A shall have the right to decide on the rewards or punishment for the work behaviors of Party B in accordance with its rules and systems;

8.8 Party A should provide the welfares and social security specified herein and in relevant laws to Party B; and

8.9 When the Contract terminates at the specified expiry date or in advance, if Party B fails to fulfill the handover formalities in accordance with relevant provisions herein and of Party A, or fails to return relevant properties of Party A to it, Party A shall have the right to provisionally suspend the payment of payable salary and economic compensations till Party B has fulfilled corresponding obligations.

Article 9 Rights and Obligations of Party B

9.1 Party B shall have the right to gain its remuneration each month;

9.2 Party B is liable to strictly follow any Employees’ Code of Conduct, rules and regulations, department regulations and some other internal regulations formulated before or after the Contract is signed;

9.3 Party B shall have the right to propose opinions and suggestions through democratic procedure for the rules and regulations and department regulations formulated by Party A;

9.4 Party B is liable to finish the work tasks assigned by Party A seriously and carefully and according to the requirements (including time requirement and quality requirement) of Party A and do the best to promote the business of Party A, or it should finish the work tasks in the non-working hours;

9.5 Party B is liable to follow the leading and management of Party A and, when Party A makes work arrangement and regulation for Party B according to its business needs, to follow the assignment of Party A and finish some work tasks at other places rather than the work place;

9.6 Party B is liable to work truthfully and with professional dedication;

9.7 Party B is liable to consciously defend the reputation and interests of Party B and the unity among staff of Party B;

9.8 Party B commits that as rationally known by himself or herself, he or she has no chronic or serious diseases, or any other diseases making himself or herself incompetent to the work specified herein by the day on which the Contract is signed;

9.9 Party B commits that when the Contract is signed, he or she has no other labor relation which has not been ended yet and, for any violation or holding back about this, it would like to bear all legal responsibilities and, if Party A suffers from losses due to claims of third party arising from this, it would like to make full-amount compensations for all losses suffered by Party A;

9.10 Party B has the duty of confidentiality for Party A’s affairs and materials or any business secrets and materials of customers of Party A, which Party B knows or possibly knows when serving Party A, and must not disclose them to any individuals, companies or organizations (no matter they have been registered or not) and Party B is liable to do his or her best to prevent the affairs, materials and business secrets from disclosure in any forms (both parties may sign Appendix 1 hereof, namely Contract on Protection of Business Secret); and

9.11 Within      months after the Contract is cancelled or terminated, Party B must not take part in the business competition between other organizations and Party A, including but not limited to the establishment of an organization of the same business with Party A or serving another rival of Party A (both parties may sign Appendix 2 hereof, namely Contract on Prohibition of Business Competition).

Article 10 Ownership of Documents and Articles

10.1 The documents drawn up or compiled by Party B for the businesses or affairs of Party A when serving Party A (including but not limited to contracts, agreements, advisory opinions, work reports, letters, faxes, call records, customer lists, notes, memorandums and plans, etc) as well as the office facilities, communication equipment, transport facilities and other articles equipped for Party B should belong to Party A at any time.

10.2 At any time after the Contract expires or in the Contract term, Party A shall have the right to ask Party B to return the aforesaid documents, materials and articles.

Article 11 Alteration and Cancellation of the Contract

11.1 Alteration of the Contract

11.1.1 When the laws,, administrative rules and regulations serving as basis of the Contract alter, corresponding content of the Contract should also be altered; and

11.1.2 When the objective circumstances serving as basis of the Contract change significantly and result in the performance failure of the Contract, corresponding content of the Contract may be altered on the basis of consensus of both parties.

11.2 When Party B is in one of the following circumstances, Party A may unilaterally and immediately cancel the Contract without advance notice and any compensation to Party B and, if any losses are hereby caused to Party A, Party A shall have the right to claim for compensation.

11.2.1 Party B is still in probation period;

11.2.2 Party B seriously violates any provisions herein;

11.2.3 Party B commits damages, waste, theft, embezzling the properties of Party A, serious negligence of duties and/or jobbery and hereby causes serious damages to interests of Party A;

11.2.4 Party B commits fight or any other acts seriously affecting social order and hereby damages the reputation of Party A;

11.2.5 Party B discloses the secrets of Party A or its customers, or does business competition with Party A or takes part in the business competition between other organization(s) and Party A within Contract term and hereby causes significant economic losses or reputation damage to Party A or its customers; or

11.2.6 Party B is prosecuted for criminal liabilities.

11.3 In the case of one of the following circumstances, Party A may cancel the Contract:

11.3.1 Due to the restructuring, technological progress and/or business changes of Party A, Party B in unable to adapt to the job demands of Party A and fails to meet the job demands even after trainings;

11.3.2 Party B suffers from a disease or non-work-related injury and is unable to take the original work or another work assigned by Party A after the period of medical treatment specified by relevant labor law of China;

11.3.3 Party B is incompetent for his or her job and is still incompetent after being trained or transferred to another post by Party A;

11.3.4 When the objective circumstances serving as basis of the Contract change significantly and result in the performance failure of the Contract, and both parties fail to reach consensus about the changed issues after consultation;

11.3.5 Other circumstances in which it is specified by relevant laws and regulations that Party A may terminate the Contract unilaterally after giving a notice to Party A thirty days in advance occur; or

11.3.6 In any other circumstances of cancellation or termination of the Contract, Party B shall have no right to claim for other kinds of compensation from Party A.

11.4 When Party B is in one of the following circumstances, Party A must not cancel the Contract:

11.4.1 It is confirmed that Party B has lost work capacity partially or completely due to a work-related injury or it suffers from an occupational disease; or

11.4.2 Party B is still in the gestational period, perinatal period and lactation period.

11.5 Unless the Contract specifies otherwise, if Party B intends to cancel the Contract, it should inform Party A of the intent in written form thirty days in advance. After Party B has worked for thirty days after that and finished the handover formalities, Party A should agree to cancel the Contract and pay Party B his or her remuneration of that month, if there are no special causes.

11.6 If Party B leaves Party A without informing Party A of its intent of leaving thirty days in advance or has not worked for thirty days after that, it must pay liquidated damages to Party A. Hereunder is the standard for calculation of liquidated damages:

(30 days – the actual working days of Party B in the thirty days) × the standard daily wage of Party B

11.7 If the amount calculated as per the standard above is lower than the actual loss suffered by Party A, Party A shall have the right to claim for recovery of the gap.

11.8 If Party B who has been trained with the expenses paid by Party A cancels the Contract, it should compensate Party A for the training expenses according to the training contract signed between them.

Article 12 Termination and Renewal of the Contract

12.1 In one of the following circumstances, the Contract shall terminate at once:

12.1.1 The Contract term expires;

12.1.2 Party B is deceased, or is dead or missing as announced by the people’s court; or

12.1.3 Party A suffers from bankruptcy or dissolution according to law.

12.2 Party A should, thirty days prior to the expiry date of the Contract, inform Party B of its intent of terminating or renewing the Contract in written form. Through consultation, both parties should fulfill the formalities about termination or renewal of the Contract.

12.3 In case that both parties agree to terminate the Contract, Party A should show Party B documentary evidence about the termination and both parties should fulfill relevant formalities.

Article 13 Liabilities for Breach of Contract

13.1 Either party violating provisions herein should bear the liabilities for breach of contract and make corresponding compensation for the economic losses hereby caused to the other party.

13.2 In the case that Party B violates any provisions herein and hereby causes losses to Party A, Party A shall have the right to deduct corresponding amount from any amounts payable to Party B and claim for recovery of the gap from Party B.

Article 14 Delayed Exercise of Rights

14.1 The delayed exercise of any rights herein by Party A or Party B doesn’t means it has given up the rights, and Party A or Party B reserves the right to claim for compensation when the other party violates the Contract and hereby causes losses to it.

Article 15 Disputes Settlement

15.1 In case that both parties have any disputes about the effect, interpretation, performance and other issues of the Contract, they should settle them through friendly consultation first. If consultation fails, either party shall have the right to apply to the competent labor dispute arbitration institution for arbitration and have the disputes settled according to legal rules.

Article 16 Constitution of the Contract

16.1 The Contract consists of its main body and the following appendixes:

16.1.1 Appendix 1: Contract on Protection of Business Secret;

16.1.2 Appendix 2: Contract on Prohibition of Business Competition; and

16.1.3 Appendix 3: Supplemental Agreement of the Labor Contract

Article 17 Supplementary Provisions

17.1 The Contract shall come into effect after it is signed or sealed by both parties. Both parties may sign supplementary agreements to make alterations in written form for relevant provisions herein.

17.2 The Contract is made in duplicate, with each party holding one which shall have the equal legal effect.

17.3 Supplementary provisions:

Party A:

Authorized representative:

Party B (signature):

Signed on:

Signed at:

Appendix 1

Contract on Protection of Business Secret

Party A:

Party B:

No.:

Party A (Company):

Address:

Legal representative:

Party B (employee):

ID card No.:

Article 1 Contract Purpose

1.1 In view that Party A and Parry B has entered the Labor Contract on                      (date) which stipulates rights and obligations of the both parties, Party B becomes the employee of Party A;

1.2 In view of Party B’s job and position, Party B has the opportunity to learn or contact Party A’s business secret, and also because that these business secrets are important intangible assets of Party A,

1.3 Party A and Party B have entered into the following Contract on Protection of Business Secret according to the Labor Law of the People’s Republic of China and on the basis of equality, voluntariness and unanimity through consultation with the purpose to protect the company’s business secret as well as the legitimate rights of labors.

Article 2 Contractual Obligations to A Third Party

2.1 Party B guarantees that when he joins Party A as an employee, he is free from any obligation on business secret protection and non-use for any company served previously and does not undertake any business competition restriction obligations. Party B further guarantees that the concluding of the Contract between Party A and Party B and the use of any information, knowledge and skills of Party B when serving Party A will not cause the breach of contract of Party B or constitute any infringement to any third party.

Article 3 Confirmation of Business Secret

3.1 Party B recognizes that the protection of business secret, including external confidential information, is a major issue related to Party A’s survival and development. To this end, Party B voluntarily assumes obligation to protect all business secret of Party A.

Article 4 Scope of Business Secret

4.1 Business secret in the Contract means business secret, technical information, business information, proprietary information and any other data and information in any form not known to the public possessed by Party A or affiliate in confidential way of which Party B obtained in the Labor Contract performance process and the process providing services for Party A or any affiliate designated by Party A. These business secrets may be related to (i) Party A, (ii) the affiliate, (iii) clients, customers, consultant, licensors, sub-licensors of Party A or the affiliate or (iv) other entity with business relationship or contract relationship with Party A or the affiliate, including but not limited to the following information:

(a) Proprietary technology, design, programming, software, databases, management systems and content

(b) Business plan, development plans, the progress of implementation and its results

(c) Real estate /housing sales, leasing and service information.

(d) Real estate /housing customers list, customer/ market information (including but not limited to customers of Party A’s regional franchisor or sub-franchisor or customers of Party A’s affiliate that Party B contacts in the employment term for business demands)

(e) Management and business operation and decision-making, managerial know-hows

(f) Business or market expansion plans, market situation analysis, marketing strategy

(g) Pre-tender and contents of biding documents and other information during the bidding process

(h) Financial information

(i) HR information

(j) Information about collaboration with other companies related to the business.

4.2 The behavior of the contract conclusion by Party A and Party B will be deemed as taking security measures for confidential information. It is unnecessary for Party A to take security measures for above confidential information.

4.3 Regardless of the legal form, the affiliate means the entity already existing or to be established in domestic China or overseas which is directly or indirectly in holding relationship or under the holding together of another entity. The entity shall include, but not limited to Party A’s parent company, subsidiaries, branch offices, other companies invested by the parent company or representative body set up in China or overseas.

Article 5 Ownership of Work Results

5.1 Work results mean all or partial results obtained independently by Party B or jointly by Party B and other person through R&D, translation or acquisition before the termination or release of the labor relation between Party B and Party A or within one (1) year after the contract release for any reason, including but not limited to patents, trademarks, copyrights, business secret, trade secrets and proprietary technology. All these items shall be related to existing products, expected products, plans or services of Party A or the affiliate in any way, or be related to work allocated to Party B in any way, regardless that (i) whether the patent can be applied for and whether they are protected by copyright or trademark, (ii) whether they are produced in tangible form or used in practice, (iii) whether they are produced in the normal operation time of Party B, and (iv) whether they are produced in the office space of Party A.

5.2 Party B agrees that, (i) to the maximum extent permitted by law, all rights related to work results belong to the original acquisition of Party A; (ii) if for legal reasons Party A is not allowed to originally acquire these rights, Party B will deem that it has waived any and all rights of the working results that include intellectual property rights from the very beginning; if above rights can not be waived or transferred to Party A by law, Party A, the affiliate and the respective successors or assignees shall be entitled to use these working results. In addition, Party B shall not put forward any rights requirements to Party A, the affiliate and the respective successors or assignees

5.3 According to Party A’s requirements, Party B shall disclose any technology, data or other related information of any and all working results that are important or can not be separated with the working results to Party A or personnel designated by Party A.

5.4 As for Party B’s work nature and contribution to work results, Party B acknowledges and agrees that the remuneration paid by Party A to Party B has included all remuneration for completion any work results under the Contract.

5.5 For non-work results made by Party B before the termination of the labor relationship between Party B and Party A and or within one (1) year after the termination of the labor relationship that are related to the business scope of Party A, Party A has the priority to be assigned/ licensed to use these results. Under the same conditions, Party B shall assign or license non-work results to Party A to use. Party A shall pay reasonable remuneration to Party B by means of agreed price, becoming a shareholder or others.

5.6 All work results, confidential information, equipment, documents and materials (including but not limited to computers, floppy disks, drawings, data, models, experimental records, work manuals, exchanged letters, fax, telephone records, customer lists, notes, memoranda, plans) and others prepared by Party B when serving Party A which are related to Party A’s business and career, shall be, at any time, owned by Party A. Besides, Party A shall, at any time after the termination of the labor relationship between Party B and Party A or the valid period required by Party A, immediately return or, in accordance with Party A’s requirements, destroy the above documents and data. Party B is not allowed to retain copies of above-mentioned work results, confidential information, equipment, documents and information in any form.

Article 6 Confidential Obligations

6.1 Party B guarantees to strictly keep confidentiality for business secret mentioned in Article 4 hereof, unless i) it is necessary, as required by work for the fulfilling of obligations to Party A and as being instructed by Party A, to disclose to other employees or clients (including potential clients to be developed) of Party A who are expected to know the above contents to the extend required by the business; ii) getting the prior written consent of Party A; iii) according to mandatory requirements of relevant Chinese laws and regulations:

(a) Shall not allow others to access, use or plan to use such information;

(b) Shall not, directly or indirectly disclose any confidential information to unrelated personnel in the company or any third party;

(c) Shall not, directly or indirectly, use or plan to use;

(d) Shall not copy or disclose documents or copies of documents containing the company’s business secrets

(e) Shall properly deal with documents provided by the company’s clients under the safekeeping or contacted for work demands and shall not use beyond the working scope.

6.2 Although part or individual elements of business secret or confidential information mentioned in Article 4 hereof have been known, other parts or information as a whole have not been known and are still have value for confidentiality. To this end,

Party B agrees that the disclosure to the public of part or individual elements will not affect the confidentiality obligations for other confidential information. Party B shall also not use this information, or induce a third person to sort out Party A’s business secrets by collecting public information and thus to prove the no longer existence of business secrets.

Article 7 Effect Severability

7.1 Any specific provision of the contract changed through consultation of contractual parties, judged by the court to be invalid or needed to be changed will not affect the effect of other parts.

Article 8 True Meaning Statement

8.1 The contract is entirely concluded based on the real intention of both Party A and Party B. Party B has not received any implication or enforcement of Party A and accepts all the times, regions and fields voluntarily.

Article 9 Liability for Breach of the Contract

9.1 If Party B breaches any provision of this contract, it shall immediately cease the violation and pay the penalty no less than the amount of 6 months’ salaries as well as cost for survey and hiring a lawyer that have been pre-paid by Party A. If the loss incurred to Party A by Party B is more than the penalty, Party B shall compensate for the balance. Party A is entitled to deduct the loss compensation amount from any sum of money to be paid to Party B and to claim compensation from Party B for the shortage part.

9.2 After Party B pays the penalty for his/her breach of contract to Party A according to provisions above, Party A is entitled to request Party B continuing to fulfill his obligations under the contract.

Article 10 Dispute Settlement

10.1 Any dispute aroused or related to the contract shall firstly settled by the two parties through friendly consultation. If consultation fails, either party shall have the right to take the dispute to the people’s court of the region where the contract is signed.

Article 11 Supplementary Provisions

11.1 Titles in the contract is for reference only which shall not be considered as part of the contract or affect the contract meaning or interpretation.

11.2 The contract is an inseparable appendix of the Labor Contract entered by the two parties and shall have the same legal effect as the Labor Contract.

11.3 The contract is in two copies, one for each party with the same legal effect.

11.4 The contract will take effect after being signed and sealed by Party A and signed by Party B. Unless being agreed to be terminated by both parties in written form, all terms and conditions of the contract will be in effect for long-term and will not become invalid along with the termination or release of the Labor Contract.

Party A (Company):

Authorized Representative:

Signature of Party B:

Contract Signing Time:

Contract Signing Location:

Appendix 2

Contract on Prohibition of Business

Competition

Party A:

Party B:

No.:

Party A (Company):

Address:

Legal representative:

Party B (employee):

ID card No.:

Article 1 Contract Purpose

1.1 In view that Party A and Parry B has entered the Labor Contract on                  (date) which stipulates rights and obligations of both parties, Party B becomes the employee of Party A;

1.2 In view of Party B’s job and position, Party B has the opportunity to learn or contact Party A’s business secret, and also because that these business secrets are important intangible assets of Party A,

1.3 Party A and Party B have entered into the following Contract on Prohibition of Business Competition according to the Labor Law of the People’s Republic of China and on the basis of equality, voluntariness and unanimity through consultation with the purpose to protect the company’s business secret as well as the legitimate rights of labors.

Article 2 Competition Restriction

2.1 Party B promises that, within the duration of labor relationship with Party A and within          months after the termination of the labor relationship of Party A and Party B, it shall not establish or participate in the establishment of any production or operation enterprise/ company in the same type with Party A and in the competition relationship or other interest relationship with Party A in the region of                             , or be employed by a third party in the same type with Party A and in the competition relationship or other interest relationship with Party A no matter part-time work or full-time work, and no matter being paid or unpaid.

2.2 Party B promises, within the duration of labor relationship with Party A and within          months after the termination of the labor relationship of Party A and Party B, it shall not serve any branch or franchised store of Party A, no matter part-time work or full-time work, and no matter being paid or unpaid.

Article 3 Prohibition on Customer Snatching

3.1 Party B shall not, within the duration of labor relationship with Party A and within          months after the termination of the labor relationship of Party A and Party B, directly or indirectly influence or attempt to influence the company’s customer relationships, including, but not limited to primary products supplier customers and enterprise products sales customers, resulting in the departure of the company’s customers or potential customers from Party A.

Article 4 Prohibition on Inducing Employees

4.1 Party B shall not, within the duration of labor relationship with Party A and within          months after the termination of the labor relationship of Party A and Party B, directly or indirectly help others to induce by improper means Party A’s employees being disclosed with the company’s business secrets or assuming key positions to leave the company.

Article 5 Compensation

5.1 Although the above business secret, customer contact and other rights and interests are legitimate rights and interests of Party A, a certain degree of compensation shall be made by Party A to Party B for any loss Party B may suffer for assuming the above mentioned obligation.

5.2 Party A and Party B confirm that salary obtained monthly by Party B from Party A in accordance with relevant provisions in the Labor Contract entered by the two parties on                      (date) has contain the wage and the above-mentioned compensation for Prohibition of Business Competition.

Article 6 Contract Termination

6.1 The contract will automatically terminate under the following circumstances:

6.1.1 The term of the contract (the period Party B assuming the competition restriction obligation) expires;

6.1.2 Other contract termination situation stipulate by laws and regulations.

6.2 When the contract is terminated due to the above reasons, Party B will no longer assume the competition restriction obligations and Party A will also unnecessary to pay the compensation for Party B.

Article 7 Effect Severability

7.1 Any specific provision of the contract changed through consultation of contractual parties, judged by the court to be invalid or needed to be changed will not affect the effect of other parts.

Article 8 True Meaning Statement

8.1 The contract is entirely concluded based on the real intention of both Party A and Party B. Party B has not received any implication or enforcement of Party A and accepts all the times, regions and fields voluntarily.

Article 9 Liability for Breach of Contract

9.1 If Party B breaches any provision of this contract, it shall immediately cease the violation and pay the penalty no less than the amount of 6 months’ salaries as well as cost for survey and hiring a lawyer that have been pre-paid by Party A. If the loss suffered by Party A caused by Party B is more than the penalty, Party B shall compensate for the balance. Party A is entitled to deduct the loss compensation amount from any sum of money to be paid to Party B and to claim compensation from Party B for the shortage part.

9.2 After Party B pays the penalty for his/her breach of contract to Party A according to provisions above, Party A is entitled to request Party B continuing to fulfill his obligations under the contract.

Article 10 Dispute Settlement

10.1 Any dispute aroused or related to the contract shall be first of all settled by the two parties through friendly consultation. If consultation fails, either party shall have the right to take the dispute to the people’s court of the region where the contract is signed.

Article 11 Supplementary Provisions

11.1 Titles in the contract is for reference only which shall not be considered as part of the contract or affect the contract meaning or interpretation.

11.2 The contract is an inseparable appendix of the Labor Contract entered by the two parties and shall have the same legal effect as the Labor Contract.

11.3 The contract is in two copies, one for each party with the same legal effect.

11.4 The contract will take effect after being signed and sealed by Party A and signed by Party B.

Party A (Company):

Authorized Representative:

Signature of Party B:

Contract Signing Time:

Contract Signing Location

Appendix 3

Supplemental Agreement of the Labor

Contract

Party A:

Party B:

No.:

Party A (Company):

Legal representative:

Party B (employee):

ID card No.:

In view that Party A and Parry B have entered into the No.              Labor Contract on              (date), the two parties voluntarily enter into the following Supplemental Agreement according to provisions in paragraph 6.1.3 in Article 6 in the Labor Contract:

Article 1 Due to the reason specified in paragraph              below, Party B would propose a written application to Party A, requesting not to transfer Party B’s archives currently kept in                      talent exchange center/ institute to the company for the unified management of Party A.

(1) Special job requirements;

(2) Archives are kept in other cites which are difficult to be transferred to the company;

(3) Other reasons:                                                                                                           

Article 2 Since archives of Party B are not transferred to the company, Party A may suffer from inconvenience for unified management. To this end, Party B hereby makes the following commitments:

(1) Earnestly abide by Party A’s various rules and regulations and strictly perform the Labor Contract entered by the two parties in the employment period;

(2) When dismissing, strictly abide by relevant labor laws and regulations as well as provisions of the Labor Contract on time limits and procedural requirements and perform the obligations for informing, articles returning, work handover and others;

(3) After dismissing, abide by and implement the Contract on Prohibition of Business Competition and the Supplemental Agreement of the Contract signed by the two parties;

(4) Earnestly perform other statutory and agreed obligations.

Article 3 In case of any violation of the above commitments, Party B shall, in addition to implement relevant provisions in the Labor Contract, pay the penalty at the amount no less than the salary of a month (in case of any violation of the confidentiality and competition restriction provisions, the Contract on Prohibition of Business Competition and the Supplemental Agreement of the Labor Contract shall be implemented); if the violation also results in any loss of Party A, Party B shall also make compensation for Party A according to actual situation.

Article 4 The Agreement is the supplemental agreement of the Labor Contract. In case of any conflict, the Agreement shall prevail.

Article 5 The Agreement is in two copies and will take effect since the date it is signed and sealed by both parties.

Party A (Company):

Authorized Representative:

Signature of Party B:

Contract Signing Time:

Contract Signing Location:

EX-10.5

Exhibit 10.5

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 (employee): Wang Yui Fung

Add. :

ID card No.:

Preface

Party A and Party B have entered into the following Labor Contract (including appendixes Contract on Protection of Business Secret, and Supplemental Agreement of the Contract, when applicable) (hereinafter referred to as Contract) according to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China as well as other related national and local laws and regulations and following the principles of equality, voluntariness and unanimity through consultation.

Article 1 Contract Term

1.1 The term of the Contract agreed by both parties is subject to 1.1.1 below:

1.1.1 Term of the Contract is three years, from June 16, 2008 to June 15, 2011

1.1.2 The Contract is the non-fixed-term Labor Contract and will take effect from                      (date).

1.2 The Contract will terminate upon expiration of its term, with exception that both parties agree to renew it. Before its expiration, the Contract may be lengthened as long as both parties agree on it and sign a written agreement for it. In the case that both parties have not entered into a written agreement before the Contract expires, the labor relation of both parties will terminate upon the expiration of the Contract.

Article 2 Probation Period

2.1 The period of probation agreed by both parties is subject to 2.1.2 below:

2.1.1 The period of probation is not applicable to Party B; or

2.1.2 The period of probation herein is three months, from June 16, 2008 to September 15, 2008, and is included in the term of the Contract.

2.2 Instructions on period of probation

2.2.1 The period of probation is less than one, three or six months respectively for employees signed the Contract with the term less than one or two years, or a the fixed or non-fixed term more than three years with the Company respectively.

2.2.2 If an employee signed the Contract with the fixed or non-fixed term more than three years with the Company fails to meet the Company’s requirements within the period of probation, the period of probation may be lengthened properly, but it should be not longer than six months.

2.2.3 Any necessary modifications of the provisions above should be in written form based on the consultation of both parties.

2.3 Instructions on termination of period of probation

2.3.1 If Party B is proved to be not in line with the admission term during the period of probation, Party A shall have the right to terminate the Contract at any time; and if Party B intends to leave the Company due to some reason, he or she may submit an resignation application at any time, but his or her salary shall not be settled up until the handover formalities have been finished.

Article 3 Position

3.1 Party B agrees to assume the title or post of General Manager in accordance with the employment unit’s needs in the department of Beijing Anxinruide Real Estate Brokerage Co. Ltd. at Beijing (work location). Nature of the work: A. sales personnel; B. administrative personnel; C. Ö senior management personnel; D. other;

3.2 Explanation to the nature of the work:

3.2.1 Sales personnel means property consultant, senior property consultant, property account manager, senior property account manager, (deputy) branch manager, senior manager, and (deputy/assistant) regional manager;

Administrative personnel means office secretary, secretary of (deputy) regional manager, assistant of director, secretary of director; Senior management personnel means personnel holding a position of deputy director (or higher);

Other means personnel of the department of Party A other than senior management personnel. Party A shall have the right for the ultimate interpretation of this Article 3.2 and 3.2.1.

3.3 Party B’s work task or duty is the management of the general operation of the company.

3.5 When Party A needs to regulate the position of Party B in accordance with its business needs, the contract change shall be handled. Agreement or notice signed and confirmed by both parties shall be considered as the appendix of the contract.

Article 4 Remuneration

4.1 The salary of Party B should be subject to the system, form and standard of salary distribution confirmed by Party A but be not lower than the lowest level specified by relevant laws and regulations. Before the Contract is signed, Party A has specified the issue to Party B and Party B has confirmed the issue.

4.2 The remuneration of Party B is RMB          (inclusive of tax) in period of probation.

4.3 Party A shall have the right to communicate with Party B and regulate his or her remuneration correspondingly according to its business situation and business performance and Party B’s job skills, work attitude and work performance. Agreement or notice signed, sealed and confirmed by both parties shall be considered as the appendix of the contract.

4.4 Party B should have his or her personal income tax held and remitted by Party A in accordance with the tax laws formulated by Chinese government.

Article 5 Working Hours

5.1 The working hours agreed by Party A and Party B are subject to 5.1.1 below:

5.1.1 Standard working hour system: the total working hours per week is 40, i.e., 9:00 a.m. to 5:30 p.m. (with half an hour between 12:00 a.m. to 1:00 p.m. for launch) from Monday to Friday.

5.1.2 Irregular working system: it is only applicable when the working nature is not the other. Party B’s working hours and rest hours shall be arranged by Party A. Party A shall adopt proper ways, such as having holidays by turns, taking off, flexible working hours and so on to ensure Party B’s rights for rest and having taking a holiday as well as the completion of works.

5.2 Within the term of the Contract and on the premise of no violation to laws and regulations, Party A shall have the right to properly regulate the working hours of Party B according to its business needs.

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Article 6 Archives Management

6.1 Party A shall abide by the state’s relevant regulations about labor safety and hygiene, create the working conditions in line with the state’s labor safety and hygiene standards for Party B, provide necessary articles for labor protection for Party B, conduct education about labor safety and hygiene for Party B and guarantee the safety and health of Party B in work according to law. On the other hand, Party B should abide by Party A’s rules and systems about labor safety lest occupational hazards and accidents happen.

Article 7 Social Insurance and Welfare Benefits

7.1 During the contract period, Party A shall pay the social insurance for Party B in accordance with regulations of the contract and relevant laws.

7.2 Party B shall, in accordance with relevant national provisions, enjoy statutory holidays. If Party B can not enjoy statutory holidays stipulated by the state due to Party A’s business requirements or emergencies, Party A shall give Party B financial compensation according to state regulations.

7.3 Party B shall have the right to enjoy marriage leave, funeral Leave, home leave, maternity leave (when applicable) and some other paid leaves. Besides, Party B shall enjoy the paid annual leave offered by Party A according to relevant regulations of the state.

7.4 To take a vacation, Party B must obtain the approval of Party A first. Party A shall have the right to ask Party B to take an early or deferred vacation or to end the vacation in advance.

7.5 The compensations made for Party B due to work-related injuries or death and the period of medical treatment and relevant remuneration of Party B due to diseases or non-work-related injuries should be subject to relevant national and local regulations and the regulations of Party A.

Article 8 Rights and Obligations of Party A

8.1 Party A shall have the right to assign rational work tasks within the working hours and Party B should finish them within the given time and according to working standard;

8.2 Party A shall have the right to ask Party B to improve his or her working quality and efficiency and, if Party B fails to meet the working standard of Party A within the given time, to ask Party B to finish the work tasks in non-working hours;

8.3 When formulating rules and systems, Party A may listen to and take the opinions of employees by following the democratic procedure;

8.4 Through consultation with Party B, Party A shall have the right to ask Party B to work overtime;

8.5 Party A should, according to the remuneration standard specified by it and the provisions of the Contract, pay Party B his or her remuneration at the specified time;

8.6 Party A should provide Party B with necessary working environment and conditions and necessary facilities for Party B to finish work tasks;

8.7 Party A shall have the right to decide on the rewards or punishment for the work behaviors of Party B in accordance with its rules and systems.

8.8 Party A should provide the welfares and social security specified herein and in relevant laws to Party B; and

8.9 If Party B fails to handle the handover procedures as specified in the contract or in accordance with Party A’s relevant regulations at the expiration of the contract or when the contract is terminated in advance, or if Party B fails to return Party A’s relevant properties to Party A, Party A is entitled to temporarily withhold the equal amount of salary and economic compensation that shall be paid to Party B until Party B performs corresponding obligations.

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Article 9 Rights and Obligations of Party B

9.1 Party B is entitled to collect salary by month. Party A shall pay remuneration to Party B according to the lowest salary standard of Beijing in the period Party A fails to dispatch Party B to an employment unit or when Party B is returned back by the employment unit.

9.2 Party B is liable to strictly follow any Employees’ Code of Conduct, rules and regulations, department regulations and some other internal regulations formulated before or after the Contract is signed;

9.3 Party B shall have the right to propose opinions and suggestions through democratic procedure for the rules and regulations and department regulations formulated by Party A;

9.4 Party B is obliged , according to Party A’s requirements, carefully and timely complete works assigned by Party A with integrity and high quality, and to promote Party A’s business to the utmost, otherwise, he/she shall complete independently in the non-working hours.

9.5 Party B is obliged to obey the leadership and management of Party A. According to the business development requirements, Party A will arrange and regulate Party B’s work. Party B shall obey Party A’s dispatch and complete other work outside the office areas.

9.6 Party B is liable to work truthfully and with professional dedication;

9.7 Party B is liable to consciously defend the reputation and interests of Party B and the unity among staff of Party B;

9.8 Party B commits that as rationally known by himself or herself, he or she has no chronic or serious diseases, or any other diseases making himself or herself incompetent to the work specified herein by the day on which the Contract is signed;

9.9 Party B commits that when the Contract is signed, he or she has no other labor relation which has not been ended yet and, for any violation or holding back about this, it would like to bear all legal responsibilities and, if Party A suffers from losses due to claims of third party arising from this, it would like to make full-amount compensations for all losses suffered by Party A;

9.10 Party B has the duty of confidentiality for Party A’s affairs and materials or any business secrets and materials of customers of Party A, which Party B knows or possibly knows when serving Party A, and must not disclose them to any individuals, companies or organizations (no matter they have been registered or not) and Party B is liable to do his or her best to prevent the affairs, materials and business secrets from disclosure in any forms (both parties may sign Appendix 1 hereof, namely Contract on Protection of Business Secret);

Article 10 Ownership of Documents and Articles

10.1 The documents drawn up or compiled by Party B for the businesses or affairs of Party A when serving Party A (including but not limited to contracts, agreements, advisory opinions, work reports, letters, faxes, call records, customer lists, notes, memorandums and plans) as well as the office facilities, communication equipment, transport facilities and other articles equipped for Party B should be owned to Party A at any time.

10.2 At any time after the Contract expires or in the term of the Contract, Party A shall have the right to ask Party B to return the aforesaid documents, materials and articles.

Article 11 Modification and Rescission of the Contract

11.1 Modification of the Contract

11.1.1 When the laws and/or administrative rules and regulations serving as basis of the Contract alter, corresponding content of the Contract should also be altered; and

11.1.2 When the objective circumstances serving as basis of the Contract change significantly and result in the performance failure of the Contract, corresponding content of the Contract may be modified on the basis of consensus of both parties.

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11.2 When Party B is in one of the following circumstances, Party A may unilaterally and immediately rescind the Contract without advance notice and any compensation to Party B and, if any losses are hereby caused to Party A, Party A shall have the right to claim for compensation:

11.2.1 Party B is proven not complying with the recruitment requirements in period of probation;

11.2.2 Party B seriously violates any provisions of Party A;

11.2.3 Party B has made serious negligence of duties and jobbery, hereby causing serious damages to interests of Party A;

11.2.4 Party B establishes labor contract simultaneously with other employment unit, hereby causing serious damage to the completion of Party A’s work completion, or Party B refuses to make correction when Party A requests him/her to make correction;

11.2.5 Party B makes some fraud and hereby causes Party A to sign or change the contract, making the contract invalid in violation of the true meaning of Party A;

11.2.6 Party B is prosecuted for criminal liabilities.

11.3 In the case of one of the following circumstances, Party A may send a written notice to Party B thirty days in advance or additionally pay the salary of a month to Party B and rescind the Contract:

11.3.1 Party B suffers from a disease or non-work-related injury and is unable to take the original work or another work assigned by Party A after the period of medical treatment specified by relevant labor law of China;

11.3.2 Party B is incompetent for his or her job and is still incompetent after being trained or transferred to another post by Party A;

11.3.3 When the objective circumstances serving as basis of the Contract change significantly and result in the performance failure of the Contract, and the both parties fail to reach consensus about the changed issues after consultation;

11.3.4 Other circumstances in which it is specified by relevant laws and regulations that Party A may terminate the Contract unilaterally after giving a notice to Party A thirty days earlier occur.

11.4 When Party B is in one of the following circumstances, Party A must not rescind the Contract in accordance with provisions in clause 11.3:

11.4.1 It is confirmed that Party B has lost work capacity partially or completely due to a work-related injury or it suffers from an occupational disease;

11.4.2 Party B suffers from a disease or non-work-related injury and is still in the prescribed medical treatment period;

11.4.3 Party B is still in the gestational period, perinatal period and lactation period;

11.4.4 Party B has worked at the company for fifteen years successively and is less than five years to the statutory retirement age;

11.4.5 Other circumstances specified in laws and administrative regulations.

11.5 Unless the Contract specifies otherwise, if Party B intends to rescind the Contract, is should inform Party A of the intent in written form thirty days earlier. After Party B has worked for thirty days after that and finished the handover formalities, Party A should agree to rescind the Contract and pay Party B his or her remuneration of that month, if there are no special causes.

11.6 If Party B leaves Party A without informing Party A of its intent of leaving thirty days earlier or has not worked for thirty days after that, it must pay liquidated damages to Party A. Hereunder is the standard for calculation of liquidated damages:

(30 days – the actual working days of Party B in the thirty days) × the standard daily wage of Party B

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11.7 If the amount calculated as per the standard above is lower than the actual loss suffered by Party A, Party A shall have the right to claim for recovery of the gap.

11.8 If Party B who has been trained with the expenses paid by Party A rescinds the Contract, it should compensate Party A for the training expenses according to the training contract signed between them.

Article 12 Termination and Renewal of the Contract

12.1 In one of the following circumstances, the Contract shall terminate at once:

12.1.1 The term of the Contract expires;

12.1.2 Party B begins to enjoy basic endowment insurance treatment according to law;

12.1.3 Party B is deceased, or is dead or missing as announced by the people’s court;

12.1.4 Party A suffers from bankruptcy according to law.

12.1.5 Party A suffers from business license revocation, order to shut down, revocation or Party A determines to dissolve the company in advance;

12.1.6 Other circumstances specified in laws and administrative regulations.

12.2 Party A should, thirty days prior to the expiry date of the Contract, inform in written form Party B of its intent of terminating or renewing the Contract. Through consultation, both parties should fulfill the formalities about termination or renewal of the Contract.

12.3 In case that both parties agree to terminate the Contract, Party A should show Party B documentary evidence about the termination and both parties should fulfill relevant formalities.

Article 13 Compensation for Damage

13.1 Either party violating provisions herein should bear the corresponding compensation liabilities for the economic losses hereby caused to the other party.

13.2 In the case that Party B violates any provisions herein and hereby causes losses to Party A, Party A shall have the right to deduct corresponding amount from any amounts payable to Party B and claim for recovery of the gap from Party B.

Article 14 Delayed Exercise of Rights

14.1 The delayed exercise of any rights herein by Party A or Party B does not means it has given up the rights, and Party A or Party B reserves the right to claim for compensation when the other party violates the Contract and hereby causes losses to it.

Article 15 Settlement of Disputes

15.1 In case that both parties have any disputes about the effect, interpretation, performance and other issues of the Contract, they should settle them through friendly consultation first. If consultation fails, either party shall have the right to apply to the competent labor dispute arbitration institution for arbitration and have the disputes settled according to legal rules.

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Article 16 Constitution of the Contract

16.1 The Contract consists of its main body and the following appendixes:

16.1.1 Appendix 1: Contract on Protection of Business Secret;

16.1.2 Appendix 2: Supplemental Agreement of the Contract.

16.1.3 Appendix 3: Employee Manual of the company and other various management systems.

16.1.4 Appendix 4: the various personnel processes and forms signed by the both parties.

Article 17 Supplementary Provisions

17.1 Party A has made honest disclosure to Party B his/her work contents, work conditions, location, occupational hazards, safety in production situation, labor remuneration and other information upon the requests of Party B prior to the signing of the contract. Party B has fully understood all the foresaid information.

17.2 The Contract shall come into effect after it is signed or sealed by both parties. Both parties may sign supplementary agreements to make modificatins in written form for relevant provisions herein.

17.3 The Contract is made in duplicate which are both originals of the equal legal effect, one for each party.

17.4 Supplementary provisions:

None.

Party A: Beijing Anxinruide Real Estate Brokerage Co. Ltd.

Authorized representative: /s/ Beijing Anxinruide Real Estate Brokerage Co. Ltd.

Party B (signature): /s/ Wang Yui Fung

Signed on: June 16, 2008

Signed at: Chaoyang District, Beijing

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Appendix 1

Contract on Protection of

Business Secret

Party A: Beijing Anxinruide Real Estate Brokerage Co. Ltd.

Party B: Wang Yui Fung

Signed on: June 16, 2008

Signed at: Chaoyang District, Beijing

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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 (employee): Wang Yui Fung

Add. :

ID card No.:

Article 1 Contract Purpose

1.1 In view that Party A and Parry B has entered the Labor Contract on June 16, 2008 (date) which stipulates rights and obligations of the both sides, Party B becomes the employee of Party A;

1.2 In view of Party B’s job and position, Party B has the opportunity to learn or contact Party A’s business secret, and also because that these business secrets are important intangible assets of Party A.

1.3 Party A and Party B have entered into the following Contract on Protection of Business Secret according to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China as well as other relevant laws and regulations on the basis of equality, voluntariness and unanimity through consultation with the purpose to protect the company’s business secret as well as the legitimate rights of labors.

Article 2 Contractual Obligations of the Third Person

2.1 Party B guarantees that when he joins Party A as an employee, he is free from any obligation on business secret protection and non-use for any company served previously and does not undertake any business competition restriction obligations. Party B further guarantees that the concluding of the Contract between Party B and Party A and the use of any information, knowledge and skills of Party B when serving Party A will not cause the breach of contract of Party B or constitute any infringement of the third party.

Article 3 Confirmation of Business Secret

3.1 Party B recognizes that the protection of business secret, including external confidential information, is a major issue related to Party A’s survival and development. To this end, Party B voluntarily assumes obligation to protect all business secret of Party A.

Article 4 Scope of Business Secret

4.1 Business secret in the Contract means business secret, technical information, business information, proprietary information and any other data and information in any form not known to the public possessed by Party A or affiliate in confidential way of which Party B obtained in the Labor Contract performance process and the process providing services for Party A or any affiliate designated by Party A. These business secrets may be related to (i) Party A, (ii) the affiliate, (iii) clients, customers, consultant, licensees of Party A or the affiliate or (iv) other entity with business relationship or contract relationship with Party A or the affiliate, including but not limited to the following information:

(a) Proprietary technology, design, programming, software, databases, management systems and content

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(b) Business plan, development plans, the progress of implementation and its results

(c) Immovable property /housing sales, leasing and service information

(d) Immovable property /housing customers list, customer/ market information (including but not limited to customers of Party A’s regional franchisor or sub-franchisor or customers of Party A’s affiliate that Party B contacts in the employment term for business demands)

(e) Management and business operation and decision-making, managerial know-hows

(f) Business or market expansion plans, market situation analysis, marketing strategy

(g) Pre-tender and contents of biding documents and other information

(h) Financial information

(i) HR information

(j) Information about collaboration with other companies related to the business.

4.2 The behavior of the contract conclusion by Party A and Party B will be deemed as taking security measures for confidential information. It is unnecessary for Party A to take security measures for above confidential information.

4.3 Regardless of the legal form, the affiliate means the entity already existing or to be established in domestic China or overseas which is directly or indirectly in holding relationship or under the holding together of another entity. The entity shall include, but not limited to Party A’s parent company, subsidiaries, branch offices, other companies invested by the parent company or representative body set up in China or overseas.

Article 5 Ownership of Work Results

5.1 Work results mean all or partial results obtained independently by Party B or jointly by Party B and other person through R&D, development, translation or acquisition before the termination or release of the labor relation between Party B and Party A or within one year after the contract release for any reason, including but not limited to patents, trademarks, copyrights, business secret, trade secrets and proprietary technology. All these items shall be related to existing products, expected products, plans or services of Party A or the affiliate in any way, or be related to work allocated to Party B in any way, regardless that (i) whether the patent can be applied for and whether they are protected by copyright or trademark, (ii) whether they are produced in tangible form or used in practice, (iii) whether they are produced in the normal operation time of Party B, and (iv) whether they are produced in the office space of Party A.

5.2 Party B agrees that, (i) to the maximum extent permitted by law, all rights related to work results belong to the original acquisition of Party A; (ii) if for legal reasons Party A is not allowed to originally acquire these rights, Party B will deem that Party A has waived any and all rights of Party B’s working results that include intellectual property rights from the very beginning; if above rights can not be waived or transferred to Party A by law, Party A, the affiliate and the respective successors or assignees shall be entitled to use these working results. In addition, Party B shall not put forward any rights requirements to Party A, the affiliate and the respective successors or assignees.

5.3 According to Party A’s requirements, Party B shall disclose any technology, data or other related information of any and all working results that are important or can not be separated with the working results to Party A or personnel designated by Party A.

5.4 As for Party B’s work nature and contribution to work results, Party B acknowledges and agrees that the remuneration paid by Party A to Party B has included all remuneration for completion any work results under the Contract.

5.5 For non-work results made by Party B before the termination of the labor relationship between Party B and Party A and or within one (1) year after the termination of the labor relationship that are related to the business scope Party A, Party A has the priority to be assigned/ licensed to use these results. Under the same conditions, Party B shall assign or license non-work results to Party A to use. Party A shall pay reasonable remuneration to Party B by means of agreed price, becoming a shareholder or others.

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5.6 All work results, confidential information, equipment, documents and information (including but not limited to computers floppy disks, drawings, data, models, experimental records, work manuals, correspondence, fax, telephone records, customer lists, notes, memoranda, plans) and others prepared by Party B when serving Party A which are related to Party A’s business and cause shall be, at any time, owned by Party A. Besides, Party A shall, at any time after the termination of the labor relationship between Party B and Party A or the valid period required by Party A, immediately return or, in accordance with Party A’s requirements, destroy the above documents and data. Party B is not allowed to retain copies of above-mentioned work results, confidential information, equipment, documents and information in any form.

Article 6 Confidential Obligations

6.1 Party B guarantees to strictly keep confidentiality for business secret mentioned in Article 4 in the contract, unless i) it is necessary, as required by work for the fulfilling of obligations to Party A and as being instructed by Party A, to disclose to other employees or clients (including potential clients to be developed) of Party A who are expected to know the above contents to the extend required by the business; ii) getting the prior written consent of Party A; iii) according to mandatory requirements of relevant Chinese laws and regulations:

(a) Shall not allow others to access, use or plan to use such information;

(b) Shall not, directly or indirectly disclose any confidential information to unrelated personnel in the company or any third party;

(c) Shall not, directly or indirectly, use or plan to use;

(d) Shall not, directly or indirectly, copy or disclose documents or copies of documents containing the company’s business secrets;

(e) Shall properly deal with documents provided by the company’s clients under the safekeeping or contacted for work demands and shall not use beyond the working scope.

6.2 Although part or individual elements of business secret or confidential information mentioned in Article 4 in the contract have been known, other parts or information as a whole have not been known and are still have value for confidentiality. To this end, Party B agrees that the disclosure to the public of part or individual elements will not affect the confidentiality obligations for other confidential information. Party B shall also not use this information, or induce a third person to sort out Party A’s business secrets by collecting public information and thus to prove the no longer existence of business secrets.

Article 7 Effect Severability

7.1 Any specific provision of the contract changed through consultation of contractual parties, judged by the court to be invalid or needed to be changed will not affect the effect of other parts.

Article 8 True Meaning Statement

8.1 The contract is entirely concluded based on the real intention of both Party A and Party B. Party B has not received any implication or enforcement of Party A and accepts all the times, regions and fields voluntarily.

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Article 9 Compensation for Damage

9.1 If Party B breaches any provision of this contract and causes damage to Party A, Party B shall bear the compensation liabilities and the compensation amount shall not be less than the amount of 6 months’ salaries. Party B shall also pay for the cost for survey and hiring a lawyer that have been pre-paid by Party A. If the loss suffered by Party A caused by Party B is more than the foresaid cost, Party B shall compensate for the balance. Party A is entitled to deduct the loss compensation amount from any sum of money to be paid to Party B and to claim compensation from Party B for the shortage part.

9.2 After Party B bears the damage compensation liability his/her breach of contract to Party A according to provisions above, Party A is entitled to request Party B continuing to fulfill his obligations under the contract.

Article 10 Dispute Settlement

10.1 Any dispute aroused or related to the contract shall be first of all settled by the two parties through friendly consultation. If consultation fails, either party shall have the right to take the dispute to the people’s court of the region where the contract is signed.

Article 11 Supplementary Provisions

11.1 Titles in the contract is for reference only which shall not be considered as part of the contract or affect the contract meaning or interpretation.

11.2 The contract is an inseparable appendix of the Labor Contract entered by the two parties and shall have the same legal effect as the Labor Contract.

11.3 The contract is in two copies, one for each party with the same legal effect.

11.4 The contract will take effect after being signed and sealed by Party A and signed by Party B. Unless being agreed to be terminated by both parties in written form, all terms and conditions of the contract will be in effect for long-term and will not become invalid along with the termination or release of the Labor Contract.

Party A (Company): Beijing Anxinruide Real Estate Brokerage Co. Ltd.

Authorized Representative: /s/ Beijing Anxinruide Real Estate Brokerage Co. Ltd.

Signature of Party B: /s/ Wang Yui Fung

Contract Signing Time: June 16, 2008

Contract Signing Location: Chaoyang District, Beijing

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Appendix 2

Supplemental Agreement of the

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

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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 (employee): Wang Yui Fung

Add:

ID card No.:

In view that Party A and Parry B has entered the No.          Labor Contract on                      (date), the two parties voluntarily enter into the following Supplementary Agreement according to provisions in paragraph 6.1.2 in section 6 in the Labor Contract:

Article 1	Due to the reason specified in paragraph          below, Party B would propose a written application to Party A, requesting not to transfer Party B’s archives currently kept in                              talent exchange center/ institute to the company for the unified management of Party A.
	(1)	Special job requirements;
	(2)	Archives are kept in other cites which are difficult to be transferred to the company;
	(3)	Other reasons:
Article 2	Since archives of Party B are not transferred to the company, Party A may suffer from inconvenience for unified management. To this end, Party B hereby makes the following commitments:
	(1)	Earnestly abide by Party A’s various rules and regulations and strictly perform the Labor Contract entered by the two parties in the employment period;
	(2)	When dismissing, strictly abide by relevant labor laws and regulations as well as provisions of the Labor Contract on time limits and procedural requirements and perform the obligations for informing, articles returning, work handover and others;
	(3)	After dismissing, abide by and implement the Supplemental Agreement of the Contract signed by the two parties;
	(4)	Earnestly perform other statutory and agreed obligations.
Article 3	In case of any violation of the above commitments, implement in accordance with relevant regulations in the Labor Contract and the Employment Manual; if the violation also results in any loss of Party A, Party B shall also make relevant compensation for Party A.
Article 4	The Agreement is the supplementary agreement of the Labor Contract. In case of any consistence, the Agreement shall prevail.
Article 5	The Agreement is in two copies and will take effect since the date it is signed and sealed by both parties.

Party A (Company): Beijing Anxinruide Real Estate Brokerage Co. Ltd.

Authorized Representative: /s/ Beijing Anxinruide Real Estate Brokerage Co. Ltd.

Signature of Party B: /s/ Wang Yui Fung

Contract Signing Time: June 16, 2008

Contract Signing Location: Chaoyang District, Beijing

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EX-10.6

Exhibit 10.6

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. 1 Building, No. 333 Huanghe Road

Legal Representative (main principal): Donald Zhang

Party B Hau Piu Ip (hereafter referred to as “Party B”)

Gender:                      ID Card No.:                     

Residence Address:                                                                               Contact No.:                     

Contact Address:                                                                                   Post Code:                     

In view that Party A and Party B has established labor relation and Party B has become the employee of Party A under the labor contract system, Party A and Party B have entered into the following Contract according to the Labor Law of the People’s Republic of China, Shanghai Labor Contract Regulations (hereafter referred to as Regulations) and other related Chinese laws and regulations and following the principles of equality, voluntariness and unanimity through consultation.

Article 1 Duration of Contract, Contract Type and Probation Period

1.1 The Contract has a fixed-term. The period of validity is three years from                      to                     , among which the probation duration is from                      to                     .

1.2 If the actual time for starting work of Party B is inconsistent with that specified in the contract, the time actually starting work shall be considered as the contract starting time and the ending time shall be adjusted accordingly.

1.3 Where Party B and the employment unit enter into other service term agreement within the contract duration and the term of the Contract is less than the duration specified in the service contract, the term of the Contract will be automatically extended accordingly till the expiration of the service period.

Article 2 Work Position and Responsibilities

2.1 Party B’s recruitment conditions and qualification shall be determined in accordance with relevant contents in the Job Description formulated by the company. The Job Description of the company shall be a component of the Labor Contract.

2.2 According to Party B’s work ability and experience, Party A determines to employ Party B to serve as general manager of Party A.

2.3 Party B’s work responsibilities will be specifically identified by means of the company’s relevant regulations and systems and Party B shall timely complete his/her work with required quality and quantity.

2.4 Party A is entitled to carry out performance appraisal for Party B according to the company’s production and business operation requirements and the Performance Appraisal System formulated by the Company. The appraisal contents include the abilities, profession, skills, health, and work performance and others. After that, Party A may adjust Party B’s post (including but not limited to Party A’s internal personnel transfer or cross-regional and cross-provinces/cities transfer) or post. Party B is entitled to feed back his/her opinions. If Party B fails to send back any written opinion to HR Department in 2 working days since receiving the transfer notice, it will be considered that Party B has accepted Party A’s transferring. If Party B fails to assume the new post within 3 days, it will be considered that Party B has informed Party A to release the Labor Contract. Party A has the right to decide to accept or not. When suffering from any loss, Party A has the right to request Party B to make reasonable compensation.

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Article 3 Working conditions, working time

3.1 Party A shall provide Party B with a safe and clean working environment that meets the state requirements to ensure that Party B can work in a situation where no harm to the personnel safety will happen. At the same time, Party B shall strictly observe the safety regulations of the country and of Party A and shall not violate the safety operation specification and relevant regulations.

3.2 Party A shall carry out the 40-hour-a-week working system and has the right to carry out a comprehensive working-hour calculation system for different situations and posts when it is approved by the labor security administration department or carry out a flexible working hour system according to related provisions in the labor contract.

3.3 Party A can arrange for Party B to prolong working hours or do extra work on holidays according to operation or work demands. If Party B agrees with the arrangement, Party B shall file an application form for overtime work. When Party B asks for extra working hours, Party B shall obtain written agreement from Party A. Party A shall pay Party B overtime wage according to the approved application form for overtime work. Overtime wage shall be calculated based on related state regulations to ensure benefits for both parties.

3.4 Party A can carry out a flexible working hour system with the employed senior administrative staff, outdoor staff, sales staff, staff on duty, shift staff and other persons whose working hours do not fit the standard working-hour system.

3.5 Party A shall arrange Party B for vacation on the following holidays: the New Year’s Day, the Spring Festival, May Day and other holidays set by law.

3.6 The company carries out the shift system for legal holidays or other time after normal work hours.

Article 4 Remuneration

4.1 Party B has the right to get labor remuneration if Party B can report duty punctually and provide normal labor every month. The wage of Party B shall be paid by Party A.

4.2 Party A shall pay Party B the wage in cash and in full on the 8^th day of each month. Party A shall pay Party B commission on the 18^th day of each month calculated based on the actual turnover completed by Party B. Party B shall pay income tax according to state provisions. The income tax shall be withheld from the wage of Party B each month by Part A.

4.3 According to related state provisions, financial benefit situations of the company, the post of Party B and the wage system of the company, Party A determines that the base pay of Party B is RMB                     . The position wage of Party B is RMB                     . And the overtime wage of Party B is RMB                     . The bonus, allowance and related subsidy regulated by the country shall also be paid in the previous ways by Party A.

4.4 When Party B passes the assessment for becoming a full member, Party A shall recognize the full membership of Party B and the base pay is RMB                     . The position wage of Party B is RMB                     . And the overtime wage of Party B is RMB                     . The bonus, allowance and related subsidy regulated by the country shall also be paid in the previous ways by Party A.

4.5 If Party A carries out a new pay system or adjusts the pay level or if Party A changes the operating post or duty of Party B, Party A has the right to adjust the wage of Party B.

4.6 Party A has the right to decide whether to pay Party B bonus or the amount and time of the bonus according to the work performance of Party B. This term can be changed or terminated at any time.

4.7 During the execution of the contract, Party A has the right to adjust the pay system every year according to the operation situation and economic benefit of the company, the work performance and contribution of Party B and the wage distribution system of Party A.

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Article 5 Labor Insurance and Social Benefits

5.1 Party A shall pay social insurance for Party B in accordance with relevant regulations in Interim Measures on Small Town Social Insurance in Shanghai City and the relevant regulations of Shanghai small town social insurance based on Party B’s household registration and other situations. Party A shall withhold the part to be paid by Party B from his/her salary according to law.

5.2 According to the successively working period of Party B in Party A, Party B may enjoy some social benefits in accordance with national and the municipal regulations for sick pay, disease relief expense and medical treatment for corresponding illness or non-injury at work accordingly.

5.3 For occupational disease suffered by Party B or wage and work injury insurance benefits for work-related injury, implement in accordance with relevant national and municipal regulations.

5.4 Party B enjoys statutory holidays regulated by the state, public holidays, marriage leave, bereavement leave, maternity leave, paid annual leave and other paid holidays. The treatment for paid holidays shall be implemented in accordance with the national, local and Party A’s relevant regulations.

5.5 When Party A paying social benefits cost to Party B upon the regulations of Chinese government and Party A, Party A may privately adjust labor protection benefits not compulsorily regulated in Chinese laws.

5.6 Party A shall, in accordance with relevant Shanghai policies, apply for Shanghai residence, residence permit and other relevant procedures for entering Shanghai for Party B consistent with relevant conditions and also shall provide Party B with other social benefits. The detailed issues and manners shall be otherwise agreed by the both parties.

5.7 Party A shall establish and improve the various rules and regulations according to the law and announce the same or notify the same to Party B. Any change of such rules and regulations shall also be notified to Party B on a timely basis.

5.8 Party B shall abide by the various rules and regulations legally established by Party A, strictly carry out the labor safety & hygiene regulations, production processes, operation procedures and work practices, take care of the properties of Party A, and act in accordance with the professional ethics. In the case of violation of labor disciplines and rules and regulations by Party B, Party A may take disciplinary actions according to the rules and regulations of the Company until terminate this Contract. In case any work injury accident occurs due to violation of safety operation procedures or working against rules by Party B, Party B shall bear the corresponding liabilities and indemnify Party A against the economic losses thus caused.

5.9 Party A shall establish and improve the work procedures and establish the operation procedures, work practices, labor safety & hygiene system and the related standards. Party A shall notify Party B with any job which has the potential risk of occupational diseases, and take precautions against such diseases.

5.10 Party A shall provide Party B with necessary work conditions and safe and healthy work environment, and supply Party B with labor protection articles and heatstroke prevention articles based on the characteristics of the business operation and according to the relevant regulations.

5.11 Party A shall, based on its own characteristics, provide Party B with planned education and training in such areas as professional ethics, business skills, labor safety & hygiene, and relevant regulations, so as to promote the political consciousness, professional ethic level and professional skills of Party B. Party B shall actively participate in such educations and trainings.

Article 6 Labor Disciplines and Punishment

6.1 Party B shall comply with state laws, regulations, provisions and social ethics and professional ethics and shall safeguard the interests and reputation of Party A.

6.2 Party B must strictly observe Party A’s labor disciplines and systems as well as the various modified rules and regulations, working procedures and labor disciplines, and consciously submit to Party A’s management.

6.3 Party A may reward the model of Party B for abiding by labor disciplines and rules and regulations and punish Party B for violation of labor discipline, rules and regulations.

6.4 Any results caused by Party B’s violation of labor discipline, rules and regulations shall be born by Party B himself/herself. For any loss suffered by Party A hereby, Party B shall bear the compensation liability for Party A.

Article 7 Labor Contract Termination, Release and Modification

7.1 In the case of any change of the laws, administrative rules or regulations upon which the execution hereof is based, the relevant provisions hereof shall also be changed.

7.2 This Labor Contract may be amended or terminated upon agreement of the Parties through negotiation. Party A and Party B may change the content hereof upon agreement through negotiation and confirmed the same in writing. Unless otherwise provided for in other provisions or otherwise agreed by the Parties, when either Party proposes to terminate this Contract, a thirty (30) days’ notice must be provided.

7.3 The Labor Contract will automatically terminate when the duration of the Contract expires or when the conditions for labor contract termination conditions agreed by both parties occur.

7.4 In case of the following circumstances, the Contract shall terminate at once:

7.4.1 The duration hereof is expired and the Parties fail to reach agreement on the renewal hereof with the same conditions.

7.4.2 Party B has enjoyed the basic pension benefits and has reached the mandatory age for retirement or resigned from the work;

7.4.3 Party B is deceased, or declared dead or missing;

7.4.4 Party A suffers from bankruptcy, dissolution or being revoked according to law;

7.4.5 Party B can not perform the obligations hereunder for a temporary period, but there are still conditions and possibilities for the continual performance hereof. Such circumstances shall include but not limited to that Party B is suspected to have breached laws or committed crimes; Party B has been restricted in personal freedom by public security department, state security department or judicial department; Party B has failed to perform the Contract for 15 days due to such reasons as full-time study and training or carrying out public-welfare missions of related departments.

7.4.6 Party B suffers from occupational diseases, injury at work and has been confirmed to lose partial working capacity and Party A or the employer has paid the disability employment subsidy to Party B in accordance with regulations;

7.4.7 Party B suffers from occupational diseases, injury at work and has been confirmed to totally lose working capacity or lose the most working capacity; Party A and Party B agree to terminate the contract through negotiation; Party A has paid the disability employment subsidy to Party B in accordance with regulations.

7.4.8 Any regulation complying with the Appointment Letter signed by the employer and Party B or the termination of the employment relations in the employer’s regulations;

7.4.9 Party B is enrolled for military service or called to perform other statutory obligations by the State;

7.4.10 Other cases specified in laws and regulations.

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7.5 In case of one of the following circumstances, Party A may immediately dismiss Party B without prior notification and the both parties shall handle the dismissal procedures according to law:

7.5.1 Party B is proven by the employer inconsistent with recruitment requirements in the probation and the employer relieves the employment relations;

7.5.2 Party B fails to check in with Party A within 15 days upon execution hereof, unless otherwise agreed by the Parties;

7.5.3 Party B fails to provide related materials in relation to its admission within thirty (30) days, and therefore Party A can not go through the procedures of admission and social insurance contribution.

7.5.4 Party B seriously violates the Employee’s Handbook, labor discipline or rules and regulations of Party A, or seriously breaches the laws and regulations of the State. Such violations shall include but not limited to failure to achieve the relevant performance targets for 3 consecutive months or 5 cumulative months;

7.5.5 Party B has made serious negligence of duties and jobbery, hereby causing serious damages to interests of the employer with an amount no less than RMB5,000;

7.5.6 Party B is checked and validated to provide personal information with serious distortion or forged relevant certificates to Party A, including but not limited to:

Provision of false or forged Dismissal certificates, ID card, household registration certificate, education degree certificate, physical examination certificate, etc.;

Failure to state medical history such as prior mental disease, communicable disease or other disease having material adverse effect on the work;

Failure to disclose any serious sanction such as demerit, factory probation, dismissal or failure to any prior misdeed such as drug taking;

Failure to state any prior labor rehabilitation experience, criminal detainment or being held liable for criminal liabilities;

Where Party B is proved to be in pregnant before being employed by Party A, Party B shall be deemed as having provided Party A with false personal information.

7.5.7 Party B is prosecuted for criminal liabilities or is given labor reeducation, or suffers from public security penalties due to prostitution or going whoring;

7.5.8 Party B conceals the disease history of him/her or his/her family or his/her true state of health, leading to significant inconsistence with the position requirements or significant impact on the normal recruitment work;

7.5.9 Party B violates the state family planning regulations;

7.5.10 Party B establish concurrent employment relationship with other employers, and (i) such relationship has material adverse effect on performance of works for Party A and has caused a loss of no less than RMB5,000; or (ii) Party B refuses to remedy the same as required by Party A.

7.5.11 Where Party A proposes to amend the Labor Contract and gives Party B a written notice, Party B shall give a written reply to Party A to express its consent or disagreement. Failure of Party B to make reply within such agreed term shall be deemed approval of such amendment.

7.5.12 If Party B is a driver, and its drive license or certificate is suspended or expired for no less than 15 days due to its own reasons, or Party B has any traffic (passenger injured) death accident for which it bears equal or more responsibility, or has any serious traffic (passenger injured) accident for which it bears secondary or more responsibility or which caused physical loss of more than RMB10,000, Party A may terminate this Contract at any time.

7.5.13 If Party B is a special operator, and Party B causes any accident which caused physical loss of more than RMB5,000 due to its operations against rules, Party A may, besides imposing economic punishment or sanction of Party B, terminate this Contract at any time.

7.5.14 Party B resigns or is dismissed by Party A through negotiation.

7.5.15 Party B enters into or amend the Contract against the true intention of Party A through fraud, threaten or unjustified taking advantage of Party A’s difficulties.

7.5.16 Other cases specified in laws and regulations.

7.6 In the case of one of the following circumstances, Party A may send a written notice to Party B thirty days in advance or additionally pay the salary of a month to Party B and cancel the Contract:

7.6.1 Party B suffers from a disease or non-work-related injury and is unable to take the original work or another work assigned by Party A after the period of medical treatment specified by relevant labor law of China, and the employer proposes to relieve the employment;

7.6.2 Party B is incompetent for his or her job and is still incompetent after being trained or transferred to another post by Party A, and the employer proposes to relieve the employment;

7.6.3 When the objective circumstances serving as basis of the Contract change significantly and result in the performance failure of the Contract, the parties fail to reach consensus about the changed issues after consultation, and the employer proposes to relieve the employment;

Of them, the significant objective circumstances change mentioned in 7.6.3 refer to:

(1) The employer’s moving to a quite far place, merger/ being divided into multiple companies, or adjustment of the business items;

(2) The Contract can not be fully performed due to fires, strikes, large-scale natural disasters, epidemics, wars, riots and other force majeure that is unforeseen/ unavoidable/ unable to overcome and is beyond the reasonable control scope of the employer and Party B;

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(3) Laws, regulations, rules and policies serving as basis of the Contract signing have been modified or abolished.

7.6.4 The production and operation of Party A faces serious difficulties.

7.7 If it is really necessary for the employer to reduce the staff, the employer shall explain to the trade union or all employees and listen to views of the trade unions or the employees. The staff reduction program of the employer shall be determined based on the negotiation with the trade union or representatives of employees to take remedial measures. When implementing the staff reduction program, the employer shall notify the trade union, Party B and Party A 30 days earlier. However, the personnel recruitment of the employer in 6 months after the staff reduction shall give priority to the staff being dismissed.

7.8 Party B shall, when relieving the contract, send a written notice to Party A and the employer 30 days in advance. Failure to provide such notice shall be deemed breach of this Contract by Party B and a month’s salary shall be paid to Party A as liquidated damages. Where Party B proposes to terminate this Contract during the probation period, a 3 days’ notice shall be provided to Party A; provided that in case of the following circumstances, Party B can terminate the labor contract and the employment relations without prior notice to Party A and the employer:

7.8.1 Party A fails to provide labor protection or work conditions according to the Labor Contract;

7.8.2 Party A forces Party B to work by means of violence, threat or illegal restriction of personal freedom;

7.8.3 Party A fails to pay the labor remuneration or provide labor conditions to Party B according to the contract;

7.8.4 Party A fails to contribute social insurances for Party B;

7.8.5 The rules and regulations of Party A are in conflict with applicable laws and regulations and are to the damage of the interests of Party B;

7.8.6 Party A makes instructions against rules or forces Party B to make risky operations, thus threatening the personal safety of Party B.

7.9 Party A cannot rescind the labor contract and cannot fire Party B in one of the following situations. But the situations of Terms 7.4, 7.5.4, 7.5.5, 7.5.6, 7.5.7, 7.5.9 are not restricted by this term.

7.9.1 Party B is sick or in a medical treatment period for non-industrial injury;

7.9.2 Party B gets industrial injury or catches some occupational disease and is confirmed to have lost all or partial labor capacity, except for the situations of Terms 7.4.5 and 7.4.6;

7.9.3 Party B is in the periods of pregnancy, confinement and lactation.

7.9.4 Party B is engaged in operations which have potential risks of occupational diseases without physical examination before leaving such post; or Party B has a suspected occupational disease and is in the diagnosis or medical observation period.

7.9.5 Party B has worked for Party A for a period of consecutive 15 years and there is less than 5 years before the arrival of its mandatory retirement age.

7.9.6 Party B is in other situations provided in laws and regulations.

7.10 Except for situation specified in clause 7.8 under the contract, if Party B’s termination of the contract causes any economic loss of the employer, Party B shall assume the compensation liability according to the extent of loss:

7.10.1 Any behaviors leading to Party A’s economic benefits damage;

7.10.2 Any behaviors leading to Party A’s reputation damage;

7.10.3 Any behaviors leading to Party A’s loss of customer recourses and real estate resources.

7.11 Upon rescission or termination hereof, Party B shall:

7.11.1 hand over the work to the persons designated by Party A;

7.11.2 return all tangible or intangible assets of Party A such as office supplies, documents, equipment in its possession to Party A;

7.11.3 handover to Party A all complete all medias containing important information of Party A;

7.11.4 assist Party A in settling the rights and liabilities between the Parties;

7.11.5 go through the dismissal handover procedures required by Party A and go through the relevant dismissal procedures; and

7.11.6 handle all other matters that need to be settled.

7.12 Upon rescission or termination hereof, Party B shall:

7.12.1 complete the employment termination procedures for Party B;

7.12.2 complete the social insurance transfer or suspension procedures for Party B within 15 days upon termination of the employment relationship; and

7.12.3 at the request of Party B, issue the performance statement or certificate of Party B based on the facts.

7.13 Where Party B leaves without any notice, or is missing, or fails to perform the obligations under Articles 7.11, 9.2, 15.2 or 15.3, thus making Party A can not or delays the procession of going through the relevant dismissal procedures, Party B hereby irrevocably acknowledges that it has faults and shall bear the corresponding liabilities.

Article 8 Economic Compensations and Indemnifications

8.1 Where Party B fails to provide a thirty days’ notice for its resignation or otherwise resigns without authorization, party A shall, upon completion of the handover of the work by Party B, pay the salary of that month to Party B.

8.2 Other than termination of this Contract according to Articles 7.4 and 7.5 hereof, Party A shall pay economic compensations to Party B according to the relevant statutory standards wherever the Contract Law requires so.

8.3 Where Party B owes any payment to Party A or Party B terminates this Contract in violation of the provisions hereof and causes any economic loss to Party A, Party A may make corresponding deduction from the salaries, bonus, subsidiaries, etc. payable to Party B for the indemnification liabilities of Party B under applicable laws, regulations and this Contract; provided that such deduction shall not be in violation of the applicable laws and regulations, and if such deduction is insufficient to cover the liabilities of Party B, Party A may still claim compensations for the difference thereof against Party B.

Article 9 Education, Training and Intellectual Property Right

9.1 If Party B, during the performance of the Contract, needs to have a training (including practicing and advanced study in domestic and abroad) of which expense will be paid by Party A, Party B shall enter into a separate agreement on training with Party A. Such agreement shall be a inseparate portion of the Contract and have equal legal effect. If the contract period needed to extend due to such training, a supplementary contract shall be made and concluded by Party A and Party B;

9.2 If Party B, during the performance of the Contract, has received a training which is funded by Party A, and if, during the course of training and the service time stipulated of Party B, the Labor Contract is cancelled attributable to Party B’s breach of this Contract or the company’s rules and regulations of Party A or the said training agreement concluded by both parties, Party B shall compensate the corresponding expense to Party A in accordance with the provisions stipulated by Party A or the training agreement.

9.3 The parties may enter into a separate Training/Education Agreement to specify the service period and indemnification standards and the implementation thereof.

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9.4 If Party B, during the contract period, makes an invention, a discovery or an improvement, etc. due to execution of the task assigned by Party A or due to carrying out the work relevant to the business within his or her working time, either such invention, discovery or improvement is made by himself or herself or jointly completed with others, he or she must promptly report such case to Party A. Whether it is applied for a patent or made a registration, the ownership of such invention or discovery shall belong to Party A, and such invention, discovery, or improvement shall be the exclusive property of Party A, Party B shall not claim that he or she is the owner of the intellectual property right of the said invention, discovery or improvement, furthermore, Party B shall have the obligations to keep the secret for such invention, discovery or improvement.

9.5 If Party A states expressly in writing that it will waive the patent right or the ownership of such invention, discovery or improvement made by Party B, Party B may put forward a patent application to protect such invention, discovery or improvement and may dispose of such patent right at his or her own option, but Party A shall remain the right to use such invention, discovery or improvement without charge for all the time in its business.

Article 10 Confidentiality

10.1 During the period of the Contract or after the Contract is terminated or removed, Party B shall not disclose to any individual or company any business secret (including but not limited to the clients or potential clients with whom Party A is keeping contact, property information as well as business and management information owned by Party A which is stored in the computer software or in the hard disks, etc.) of Party A or of the business entities associated with Party A, nor shall Party B take advantage of such secrets to compete with Party A or make such secrets for any other use than for Party B’s performance of the duties and obligations stipulated in the Contract. Party B must strictly abide by the secret rules made by Party A.

10.2 The records, relevant information or other documents (including but not limited to drawings, blueprints, marketing plans, memos, client lists, financial statements, sales materials, client information, etc.) which Party B has obtained during the service time associated with Party A business and work, shall be owned by Party A and Party B must return to Party A such information, materials and documents above mentioned which belong to Employment Side at the expiration of the Contract or before Party B leaves his or her post;

10.3 If Party B, during the performance of the Contract, or after his or her leaving his or her post, violates the foregoing provisions stipulated, he or she, besides immediately giving a stop of such disclosure, must compensate Party A for a penal sum of RMB 20,000, and if an economic loss to Party A has been caused attributable to Party B’s disclosure of secrets, Party A also has the right to investigate Party B’s responsibility of economic compensation;

10.4 Party B shall observe the confidentiality rules stipulated by Party A and provisions in Confidentiality Agreement made with Party A.

Article 11 Prohibition of Part-time Job

During the service time, without the prior writing permission of Party A, Party B shall not engage in any part-time job, either paid or without paid, or other jobs which disaccord with or conflict with the interests of Party A, including but not limited to establishing a business through investment, assisting a third party in establishing a business or being employed by a third party. If there is any violation through investigation and verification, Party A shall has the right to punish Party B in terms of the company’s rules and regulations, and Party B shall hand in to Party A all the earnings acquired from such conduct, furthermore, he or she shall compensate Party A for the economic loss according to the provision stipulated in Article 12 hereof.

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Article 12 Responsibilities for Breach of Contract

12.1 Where Party B causes Party A economic loss (including but not limited to the expenditure for recruiting and hiring employees, training expense paid by Employment Side for its employees, direct economic loss to production, business, work, etc.) attributable to his or her breach of the Contract, Party B shall bear the responsibilities of economic compensation. The amount of specific compensation shall be determined on the basis of the degree of violation of responsibilities, the amount of economic loss caused to Party A, or the agreement to the penal sum;

12.2 If, during the performance of the Contract, Party B violates the provisions of Party A’s training, confidentiality provisions, he or she has entered into an separate agreement for the provision of housing loan, subscription of stock option, handling the household register, funded recruitment, advancing a penal sum for another person, or provision of other special treatment, Party A will deal with such case according to the company’s relevant regulations or the agreement made by the two parties.

Article 13 Labor Disputes

13.1 In case that a labor dispute occurs between Party A and Party B or due to the employment relationship between Party B and Employment Side, the procedure for handling labor disputes will apply.

13.2 The procedure of the labor disputes is as the following:

13.2.1 A dispute may be settled by Party A and Party B through consultation. The parties may apply to the company’s Labor Disputes Mediation Committee for mediation. In the event of the failure of such mediation, the parties may apply to Labor Disputes Arbitration Commission located in the district where Party A is subject to its jurisdiction for arbitration within one (1) year after such dispute occurs.

13.2.2 If a party has the objection to the arbitration award, the said party may lodge a complaint to the people’s court in the district where Party A is subject to its jurisdiction within fifteen (15) days from the date of reception of such arbitration award.

Article 14 Other Matters Needed to Make an Agreement by Both Parties

Party B shall, at the same time of signing this Contract, execute a Employment Agreement produced by Party A, and the rules and regulations contained in the Employment Agreement and stipulated by Party A including Staff Handbook shall be an inseparate component portion of this Contract, Party B shall observe and abide by them.

Without special circumstances, Party B shall submit the information necessary for personnel recruitment to Party A within fifteen (15) days from the commencement date of conclusion of this Contract, otherwise, all the loss (including but not limited to the termination of the Contract, compensation of the economic loss, etc.) incurred thereby shall be assumed by Party B himself or herself.

Article 15 Non-compete

15.1 Party B shall not, without the prior writing consent of a third party, directly or indirectly act as a director, partner, person in charge, manager, administrator, agent or consultant in any intermediary agent of a real estate in the designated area and engage in the work of the same kind or similar kind with that during the service time for a third party or provide the consultation and all other services related to the business above-mentioned;

15.2 Party B shall not, within six (6) months after the labor relationship with Party B has been terminated no matter what a cause may be, directly or indirectly canvass or cause property sales or lease transactions in the designated area (the designated area refers to the working area during the service time of Party B for a third party or the area in which Party B provides intermediary services);

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15.3 Party B shall not, within one (1) year after the labor relationship with Party B has been terminated no matter what a cause may be, take advantage of the resources (including but not limited to client resources) obtained by Party B during the service time for a third party to canvass or cause, either directly or indirectly, property sales or lease transactions.

15.4 The expenses of Party B for prohibition of business competition has been contained in the salary paid monthly to Party B, Party A will not make other separate payment.

Article 16 Miscellaneous

16.1 Party B shall initiatively provide Party A with his or her truthful relevant information so as to assist Party A in going through the relevant recruitment formalities.

16.2 Any labor contract entered into by the Parties before the effectiveness hereof shall automatically terminate upon the execution date hereof, and in the case of any conflict between this Contract and any prior agreement (including but not limited to the Confidentiality Agreement, Training Agreement, Non-Competition Agreement), this Contract shall prevail.

16.3 In case that the terms stipulated in the Contract run counter to the provisions stipulated in Chinese laws and regulations, the provisions in Chinese laws and regulations shall prevail.

16.4 Party A shall, at least fifteen days before expiration hereof, provide a written Notice on Renewal of Labor Contract to Party B, and Party B shall make a written reply to Party A within three days upon receipt of the same. If the Parties agree to renew the employment relationship, Party B shall, at the date specified in the above-mentioned date, go through the procedures for renewal hereof on time.

16.5 If the Parties choose not to renew this Contract upon expiration hereof, Party B shall, according to the labor rules and regulations of Party A, go through the various dismissal procedures such as work handover and expenses settlement at least three days before the expiration hereof; and Party A shall, upon completion of such handover procedures by Party B, pay the salaries, bonuses and benefits to Party B according to applicable regulations.

16.6 If Party B fails to make written reply to Party A within three days upon receipt of Party A’s written Notice on Renewal of Labor Contract, Party B shall be deemed as having rejected to renew this Contract, and Party A shall, according to the relevant dismissal provisions, procure Party B to go through the various dismissal procedures such as work handover and expenses settlement, and Party A shall, upon completion of such handover procedures by Party B, pay the salaries, bonuses and benefits to Party B according to applicable regulations.

16.7 Party A’s rules and regulations (including but not limited to the Employee’s Manual, job descriptions, training agreement, confidentiality agreement and safety guidelines, etc.) shall form appendixes hereof and have the same legal binding force as this Contract.

16.8 For anything not contemplated herein and otherwise agreed by the Parties, such otherwise agreement shall apply; and if there is no agreement between the Parties, the applicable laws, regulations and rules shall apply.

16.9 Party B acknowledges that, where Party B can not directly deliver relevant documents to Party B (including but not limited to such circumstances as rejection to accept of such documents by Party B or missing of Party B), the addresses given by Party B hereunder shall be the addresses for mailing relevant documents by Party A.

16.10 Party B agrees that, where there is difficulty in contacting it (including but not limited to such circumstances as Party B is in hospital or is restricted in personal freedom), the emergency contacts set forth above shall be the authorized agency of party A, and such agency may accept settlement, reconciliation and take the delivery of relevant documents on behalf of Party B.

16.11 This Contract is executed in duplicate, with each Party holding one. The Contract will take effect after it is signed (or affixed with seals) by Party A and Party B and terminate upon its expiration. The two copies shall have the same legal validity and the invalidity of a certain provision hereof shall not affect the validity of the whole Contract.

Article 17 Liabilities for Breach of Contract

17.1 Where Party A terminates this Contract in violation of the provisions hereof or this Contract is held invalid due to reasons of Party A, and if there are specific applicable legal provisions, Party A shall pay the corresponding economic compensations or damage according to such legal provisions; and if there are no specific applicable legal provisions, Party A shall indemnify Party B against the losses thus caused to Party B on the basis of actual losses.

17.2 Where Party A terminates this Contract in violation of the provisions hereof , and if there are specific applicable agreement between the Parties, such agreement shall apply; and if there are no specific applicable agreement between the Parties, Party B shall indemnify Party A against the losses thus caused to Party A on the basis of actual losses.

17.3 Any matters not contemplated herein shall be settled by the Parties through amicable negotiation, and separate supplementary agreements may be entered into by the Parties through negotiation if necessary.

Party A: /s/ Shanghai Ruifeng Real Estate Investment Consulting               Co., Ltd.	Party B: /s/ Hau Piu Ip
Authorized Representative: Donald Zhang
Date: August 11, 2009	Date: August 11, 2009

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Appendix 1

Contract on Protection of

Business Secret

Party A: Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd.

Party B: Hau Piu Ip

Signed on: August 11, 2009

Signed at: Shanghai

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Party A (Company): Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd.

Add: Ground Floor, No. 1677-1 Zhangyang Road, Pudong New Area, Shanghai

Legal representative: Donald Zhang

Party B (employee): Hau Piu Ip

Add:

ID card No.:

Article 1 Contract Purpose

1.1 In view that Party A and Parry B has entered the Labor Contract on              (date) which stipulates rights and obligations of the both sides, Party B becomes the employee of Party A;

1.2 In view of Party B’s job and position, Party B has the opportunity to learn or contact Party A’s business secret, and also because that these business secrets are important intangible assets of Party A.

1.3 Party A and Party B have entered into the following Contract on Protection of Business Secret according to the Labor Law of the People’s Republic of China and on the basis of equality, voluntariness and unanimity through consultation with the purpose to protect the company’s business secret as well as the legitimate rights of labors.

Article 2 Contractual Obligations of the Third Person

2.1 Party B guarantees that when he joins Party A as an employee, he is free from any obligation on business secret protection and non-use for any company served previously and does not undertake any business competition restriction obligations. Party B further guarantees that the concluding of the Contract between Party B and Party A and the use of any information, knowledge and skills of Party B when serving Party A will not cause the breach of contract of Party B or constitute any infringement of the third party.

Article 3 Confirmation of Business Secret

3.1 Party B recognizes that the protection of business secret, including external confidential information, is a major issue related to Party A’s survival and development. To this end, Party B voluntarily assumes obligation to protect all business secret of Party A.

Article 4 Scope of Business Secret

4.1 Business secret in the Contract means business secret, technical information, business information, proprietary information and any other data and information in any form not known to the public possessed by Party A or affiliate in confidential way of which Party B obtained in the Labor Contract performance process and the process providing services for Party A or any affiliate designated by Party A. These business secrets may be related to (i) Party A, (ii) the affiliate, (iii) clients, customers, consultant, licensees of Party A or the affiliate or (iv) other entity with business relationship or contract relationship with Party A or the affiliate, including but not limited to the following information:

(a) Proprietary technology, design, programming, software, databases, management systems and content

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(b) Business plan, development plans, the progress of implementation and its results

(c) Immovable property /housing sales, leasing and service information.

(d) Immovable property /housing customers list, customer/ market information (including but not limited to customers of Party A’s regional franchisor or sub-franchisor or customers of Party A’s affiliate that Party B contacts in the employment duration for business demands)

(e) Management and business operation and decision-making, managerial know-hows

(f) Business or market expansion plans, market situation analysis, marketing strategy

(g) Pre-tender and contents of biding documents and other information

(h) Financial information

(i) HR information

(j) Information about collaboration with other companies related to the business.

4.2 The behavior of the contract conclusion by Party A and Party B will be deemed as taking security measures for confidential information. It is unnecessary for Party A to take security measures for above confidential information.

4.3 Regardless of the legal form, the affiliate means the entity already existing or to be established in domestic China or overseas which is directly or indirectly in holding relationship or under the holding together of another entity. The entity shall include, but not limited to Party A’s parent company, subsidiaries, branch offices, other companies invested by the parent company or representative body set up in China or overseas.

Article 5 Ownership of Work Results

5.1 Work results mean all or partial results obtained independently by Party B or jointly by Party B and other person through R&D, development, translation or acquisition before the termination or release of the labor relation between Party B and Party A or within one (1) year after the contract release for any reason, including but not limited to patents, trademarks, copyrights, business secret, trade secrets and proprietary technology. All these items shall be related to existing products, expected products, plans or services of Party A or the affiliate in any way, or be related to work allocated to Party B in any way, regardless that (i) whether the patent can be applied for and whether they are protected by copyright or trademark, (ii) whether they are produced in tangible form or used in practice, (iii) whether they are produced in the normal operation time of Party B, and (iv) whether they are produced in the office space of Party A.

5.2 Party B agrees that, (i) to the maximum extent permitted by law, all rights related to work results belong to the original acquisition of Party A; (ii) if for legal reasons Party A is not allowed to originally acquire these rights, Party B will deem that Party A has waived any and all rights of Party B’s working results that include intellectual property rights from the very beginning; if above rights can not be waived or transferred to Party A by law, Party A, the affiliate and the respective successors or assignees shall be entitled to use these working results. In addition, Party B shall not put forward any rights requirements to Party A, the affiliate and the respective successors or assignees

5.3 According to Party A’s requirements, Party B shall disclose any technology, data or other related information of any and all working results that are important or can not be separated with the working results to Party A or personnel designated by Party A.

5.4 As for Party B’s work nature and contribution to work results, Party B acknowledges and agrees that the remuneration paid by Party A to Party B has included all remuneration for completion any work results under the Contract.

5.5 For non-work results made by Party B before the termination of the labor relationship between Party B and Party A and or within one (1) year after the termination of the labor relationship that are related to the business scope Party A, Party A has the priority to be assigned/ licensed to use these results. Under the same conditions, Party B shall assign or license non-work results to Party A to use. Party A shall pay reasonable remuneration to Party B by means of agreed price, becoming a shareholder or others.

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5.6 All work results, confidential information, equipment, documents and information (including but not limited to computers floppy disks, drawings, data, models, experimental records, work manuals, correspondence, fax, telephone records, customer lists, notes, memoranda, plans) and others prepared by Party B when serving Party A which are related to Party A’s business and cause shall be, at any time, owned by Party A. Besides, Party A shall, at any time after the termination of the labor relationship between Party B and Party A or the valid period required by Party A, immediately return or, in accordance with Party A’s requirements, destroy the above documents and data. Party B is not allowed to retain copies of above-mentioned work results, confidential information, equipment, documents and information in any form.

Article 6 Confidential Obligations

6.1 Party B guarantees to strictly keep confidentiality for business secret mentioned in Article 4 in the contract, unless i) it is necessary, as required by work for the fulfilling of obligations to Party A and as being instructed by Party A, to disclose to other employees or clients (including potential clients to be developed) of Party A who are expected to know the above contents to the extend required by the business; ii) getting the prior written consent of Party A; iii) according to mandatory requirements of relevant Chinese laws and regulations:

(a) Shall not allow others to access, use or plan to use such information;

(b) Shall not, directly or indirectly disclose any confidential information to unrelated personnel in the company or any third party;

(c) Shall not, directly or indirectly, use or plan to use;

(d) Shall not, directly or indirectly, copy or disclose documents or copies of documents containing the company’s business secrets

(e) Shall properly deal with documents provided by the company’s clients under the safekeeping or contacted for work demands and shall not use beyond the working scope.

6.2 Although part or individual elements of business secret or confidential information mentioned in Article 4 in the contract have been known, other parts or information as a whole have not been known and are still have value for confidentiality. To this end, Party B agrees that the disclosure to the public of part or individual elements will not affect the confidentiality obligations for other confidential information. Party B shall also not use this information, or induce a third person to sort out Party A’s business secrets by collecting public information and thus to prove the no longer existence of business secrets.

Article 7 Effect Severability

7.1 Any specific provision of the contract changed through consultation of contractual parties, judged by the court to be invalid or needed to be changed will not affect the effect of other parts.

Article 8 True Meaning Statement

8.1 The contract is entirely concluded based on the real intention of both Party A and Party B. Party B has not received any implication or enforcement of Party A and accepts all the times, regions and fields voluntarily.

Article 9 Liability for Breach of the Contract

9.1 If Party B breaches any provision of this contract, it shall immediately cease the violation and pay the penalty not less than the amount of 6 months’ salaries as well as cost for survey and hire a lawyer that have been pre-paid by Party A. If the loss suffered by Party A caused by Party B is more than the penalty, Party B shall compensate for the balance. Party A is entitled to deduct the loss compensation amount from any sum of money to be paid to Party B and to claim compensation from Party B for the shortage part.

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9.2 After Party B pays the penalty for his breach of contract to Party A according to provisions above, Party A is entitled to request Party B continuing to fulfill his obligations under the contract.

Article 10 Dispute Settlement

10.1 Any dispute aroused or related to the contract shall be first of all settled by the two parties through friendly consultation. If consultation fails, either party shall have the right to take the dispute to the people’s court of the region where the contract is signed.

Article 11 Supplementary Provisions

11.1 Titles in the contract is for reference only which shall not be considered as part of the contract or affect the contract meaning or interpretation.

11.2 The contract is an inseparable appendix of the Labor Contract entered by the two parties and shall have the same legal effect as the Labor Contract.

11.3 The contract is in two copies, one for each party with the same legal effect.

11.4 The contract will take effect after being signed and sealed by Party A and signed by Party B. Unless being agreed to be terminated by both parties in written form, all terms and conditions of the contract will be in effect for long-term and will not become invalid along with the termination or release of the Labor Contract.

Party A (Company): /s/ Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd.

Signature of Party B: /s/ Hau Piu Ip

Contract Signing Time: August 11, 2009

Contract Signing Location: Shanghai

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Appendix 3

Contract on Prohibition of

Business Competition

Party A: Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd.

Party B: Hau Piu IP

Signed on: August 11, 2009

Signed at: Shanghai

14

Party A (Company): Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd.

Add: Ground Floor, No. 1677-1 Zhangyang Road, Pudong New Area, Shanghai

Party B (employee): Hau Piu Ip

ID card No.:

Add:

Article 1 Contract Purpose

1.1 In view that Party A and Parry B has entered the Labor Contract on              (date) which stipulates rights and obligations of the both sides, Party B becomes the employee of Party A;

1.2 In view of Party B’s job and position, Party B has the opportunity to learn or contact Party A’s business secret, and also because that these business secrets are important intangible assets of Party A,

1.3 Party A and Party B have entered into the following Contract on Prohibition of Business Competition according to the Labor Law of the People’s Republic of China and on the basis of equality, voluntariness and unanimity through consultation with the purpose to protect the company’s business secret as well as the legitimate rights of labors.

Article 2 Competition Restriction

2.1 Party B promises that, within the duration of labor relationship with Party A and within 24 months after the termination of the labor relationship of Party A and Party B, it shall not establish or participate in the establishment of any production or operation enterprise/ company in the same type with Party A and in the competition relationship or other interest relationship with Party A in the region of                     , or be employed by a third party in the same type with Party A and in the competition relationship or other interest relationship with Party A no matter part-time work or full-time work, and no matter being paid or unpaid.

2.2 Party B promises, within the duration of labor relationship with Party A and within 24 months after the termination of the labor relationship of Party A and Party B, it shall not serve any branch or franchised store of Party A, no matter part-time work or full-time work, and no matter being paid or unpaid.

Article 3 Prohibition on Customer Snatching

3.1 Party B shall not, within the duration of labor relationship with Party A and within 24 months after the termination of the labor relationship of Party A and Party B, directly or indirectly influence or attempt to influence the company’s customer relationships, including, but not limited to primary products supplier customers and enterprise products sales customers, resulting in the departure of the company’s customers or potential customers from Party A.

Article 4 Prohibition on Inducing Employees

4.1 Party B shall not, within the duration of labor relationship with Party A and within 24 months after the termination of the labor relationship of Party A and Party B, directly or indirectly help others to induce by improper means Party A’s employees being disclosed with the company’s business secrets or assuming key positions to leave the company.

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Article 5 Compensation

5.1 Although the above business secret, customer contact and other rights and interests are legitimate rights and interests of Party A, a certain degree of compensation shall be made by Party A to Party B for any loss Party B may suffer for assuming the above mentioned obligation.

5.2 Party A and Party B confirm that salary obtained monthly by Party B from Party A in accordance with relevant provisions in the Labor Contract entered by the two parties on                      (date) has contain the wage and the above-mentioned compensation for Prohibition of Business Competition.

Article 6 Contract Termination

6.1 The contract will automatically terminate under the following conditions:

6.1.1 The term of the contract (the period Party B assuming the competition restriction obligation) expires;

6.1.2 Other contract termination situation stipulate by laws and regulations.

6.2 When the contract is terminated due to the above reasons, Party B will no longer assume the competition restriction obligations and Party A will also unnecessary to pay the compensation for Party B.

Article 7 Effect Severability

7.1 Any specific provision of the contract changed through consultation of contractual parties, judged by the court to be invalid or needed to be changed will not affect the effect of other parts.

Article 8 True Meaning Statement

8.1 The contract is entirely concluded based on the real intention of both Party A and Party B. Party B has not received any implication or enforcement of Party A and accepts all the times, regions and fields voluntarily.

Article 9 Liability for Breach of the Contract

9.1 If Party B breaches any provision of this contract, it shall immediately cease the violation and pay the penalty not less than the amount of 6 months’ salaries as well as cost for survey and hire a lawyer that have been pre-paid by Party A. If the loss suffered by Party A caused by Party B is more than the penalty, Party B shall compensate for the balance. Party A is entitled to deduct the loss compensation amount from any sum of money to be paid to Party B and to claim compensation from Party B for the shortage part.

9.2 After Party B pays the penalty for his breach of contract to Party A according to provisions above, Party A is entitled to request Party B continuing to fulfill his obligations under the contract.

Article 10 Dispute Settlement

10.1 Any dispute aroused or related to the contract shall be first of all settled by the two parties through friendly consultation. If consultation fails, either party shall have the right to take the dispute to the people’s court of the region where the contract is signed.

Article 11 Supplementary Provisions

11.1 Titles in the contract is for reference only which shall not be considered as part of the contract or affect the contract meaning or interpretation.

11.2 The contract is an inseparable appendix of the Labor Contract entered by the two parties and shall have the same legal effect as the Labor Contract.

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11.3 The contract is in two copies, one for each party with the same legal effect.

11.4 The contract will take effect after being signed and sealed by Party A and signed by Party B.

Party A: /s/ Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd.                                                      Party B: /s/ Hau Piu Ip

Representative: Donald Zhang

Date: August 11, 2009	Date: August 11, 2009
Sign site: Shanghai	Sign site: Shanghai

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EX-10.7

Exhibit 10.7

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 of Approved Suppliers	8
2.	TERRITORY	8
3.	TERM	8
	A.     Initial Term	8
	B.     Perpetual Term	8
	C.     Renewal	8
	D.     Continuation After Expiration	9
4.	SERVICE FEE	9
	A.     Initial Franchise Fee Royalty and Continuing Service Fee	9
	B.     Exclusions From Service Fees	10
	C.     Minimum Annual Continuing Service Fee	10
	D.     Payment of Service Fees	11
	E.     Consent to Collateral Businesses	13
	F.      Establishing Collateral Businesses	13
	G.     GLOBAL’S and CENTURY 21’s Right To Establish Collateral Businesses	14
5.	OBLIGATIONS, REPRESENTATIONS AND WARRANTIES OF SUBFRANCHISOR	14
	A.     Identification of Shareholders of Subfranchisor	14
	B.     CENTURY 21 International Franchise Agreement	15
	C.     CENTURY 21 Broker Franchise Agreement	15
	D.     Obligation To Forward Broker Franchise Agreements To GLOBAL	15
	E.     Broker Policy and Procedure Manual	16
	F.      Regional Policy and Procedure Manual	16
	G.     Services To Franchisees	17
	H.     CENTURY 21 Trade Name	17
	I.       Territorial Limitation	17
	J.      Minimum Quota Of Opened Offices	17
	K.     Implementation of GLOBAL Recommended Service Changes	18
	L.     Books and Records; Audit	18
	M.    Subfranchisor’s Minimum Net Worth and Liquid Capital Requirements	18

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	N.     Covenant Not To Compete	19
	O.     Compliance With Laws	19
	P.      Interference With Franchise Relationships	19
	Q.     Indemnification and Minimum Insurance Coverage	19
	R.     Notification Of Infringements	20
	S.      Rights and Obligations Regarding Infringements	20
	T.     CENTURY 21 System Materials	21
	U.     Approved Supplier Program	22
	V.     General Representations and Warranties of Subfranchisor	22
	W.    Timely Delivery of Business Information to GLOBAL	23
6.	OBLIGATIONS, REPRESENTATIONS AND WARRANTIES OF GLOBAL	24
	A.     Delivery Of CENTURY 21 Materials and Information	24
	B.     Assistance By GLOBAL	24
	C.     Referral Network	25
	D.     Exclusive Right to Sublicense	25
	E.     GLOBAL’S Good Faith Cooperation	25
	F.      Permit To Grant Subfranchise	25
	G.     GLOBAL’S Compliance With Laws	25
	H.     General Representations and Warranties of GLOBAL	25
7.	RELATIONSHIP OF THE PARTIES	26
8.	ADVERTISING AND PUBLIC RELATIONS	26
	A.     Separate CNMAF Bank Account	27
	B.     Use Of CNMAF	27
	C.     CNMAF Accounting	27
	D.     CNMAF Taxes	28
	E.     Transfer Of CNMAF On Termination	28
	F.      CNMAF Treated As Trust Account	28
	G.     Records Of CNMAF Contributions	28
9.	CONFERENCES	28
10.	ASSIGNMENT	28
	A.     Consent of GLOBAL	28
	B.     Conditions On Consent	29
11.	RIGHT OF FIRST REFUSAL	30
12.	OPTION TO PURCHASE [INTENTIONALLY OMITTED]	31

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13.	BREACH OF THIS AGREEMENT	31
	A.     Election To Terminate By GLOBAL	31
	B.     Election To Terminate By Subfranchisor	31
	C.     Specific Matters Constituting Breach By Subfranchisor	31
14.	PROCEDURES AFTER TERMINATION	32
	A.     For Any Reason	32
	B.     On Expiration Or For Breach By Subfranchisor	32
	C.     For Breach By Subfranchisor	33
15.	TRADE SECRETS AND COMPETITION	33
16.	INSPECTION OF BOOKS AND RECORDS	34
17.	DEFINITION OF STANDARDS	34
	A.     The CENTURY 21 Standards	34
	B.     Territorial Conditions	34
	C.     Adaptations To Territorial Conditions	35
18.	CONTINGENCIES	35
	A.     Permit To Franchise In The Territory	35
	B.     Permit To Subfranchise In The Territory	35
19.	TAXES	35
20.	STAMP DUTY	36
21.	CONSTRUCTION	36
	A.     Governing Law	36
	B.     Severability	36
	C.     Survival	36
	D.     Monetary Medium Of Exchange	36
	E.     Waiver	36
	F.      Amendment	37
	G.     Counterparts	37
22.	MISCELLANEOUS	37
	A.     Notices	37
	B.     Successors and Assigns	37
	C.     Event of War	38
	D.     Force Majeure	38
	E.     U.S. Government Regulations	39
	F.      Insolvency of Subfranchisor	39

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	G.     Informal Dispute Resolution	39
	H.     Arbitration	40
	I.       Attorneys’ Fees	40
	J.      Integration	41
	K.     Arms-length Transaction	41
	L.     Consent by GLOBAL	42
	M.    Further Assurances	42
	N.     Confidentiality	42
EXHIBITS
1.	Guarantee and Indemnification	2
2.	Registered Trademarks	3
3.	Promissory Note	3
3A.	Specimen Form of Irrevocable Letter of Credit	3
4.	Registered User Agreement	6
5.	Minimum Service Fee	11
6.	List of Shareholders	15
7.	CENTURY 21 International Subfranchise Agreement	15
8.	CENTURY 21 Real Estate Franchise Agreement	15
APPENDICES
I.	Regional Policy and Procedure Manual	16
II.	CENTURY 21 Materials	24

iv

China Subfranchise 3-16-00

RESTATED CENTURY 21^® SUBFRANCHISE AGREEMENT

This Agreement is made as of the 22^nd day of March, 2000, by and between Cendant Global Services B.V., a private company with limited liability, organized under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands, and having its principal place of business at Officia I, De Boelelaan 7, 1083 H.J. Amsterdam, The Netherlands (“GLOBAL” or “Franchisor”) and IFM Company Ltd., a private company with limited liability, organized under the laws of the Cayman Islands, having its principal place of business at 305/333 Sylvan Avenue, Englewood Cliffs, New Jersey U.S.A. 07632 (“Subfranchisor”).

RECITALS

A. The parties intend by this Agreement to supercede, replace and restate the Century 21 Shanghai Subfranchise Agreement of March 31, 1998 between HFS Global Services B.V., predecessor of GLOBAL, and CTC Shanghai, Ltd., predecessor of Subfranchisor pursuant to a series of assignments.

B. Century 21 Real Estate Corporation (“CENTURY 21”) has developed a plan for the establishment, development and operation of real estate brokerage offices, and has devised proprietary policies, procedures and sales and management techniques designed to enable such offices to compete with larger real estate brokerage chains.

C. In order to advertise its trade name and trademarks and facilitate the merchandising techniques utilized thereunder, CENTURY 21 has designed and developed standardized signs, making use of a logo type insignia, business cards, stationery, business forms, office procedure manuals, centralized advertising programs, sales training programs and management and control systems for franchised real estate brokerage offices.

D. CENTURY 21 has developed a standard franchise agreement, sales tools and brochures, along with real estate products, programs and services, and a plan for the sublicense of franchises to real estate brokers (which proprietary plan, policies, procedures, merchandising techniques, manuals, forms, advertising and marketing programs, together with certain “CENTURY 21” marks, are hereinafter collectively referred to as the “CENTURY 21 System”). CENTURY 21 is the registered proprietor of all right, title and interest in the “CENTURY 21 Marks” (as defined in Subparagraph 1A of this Agreement) and the intellectual property rights associated with all aspects and elements of the CENTURY 21 System.

E. CENTURY 21 has granted a license to Cendant Global Services, Inc. an Arizona corporation with its principal place of business in Phoenix, Arizona (“GSI”), which is a wholly-owned subsidiary of Cendant Corporation, and CENTURY 21 has authorized GSI to permit its wholly-owned subsidiary, GLOBAL, to further sublicense the right to use the CENTURY 21 Marks and CENTURY 21 System to grant international subfranchising and other rights and services and obligations associated therewith, which GSI has done and which license GLOBAL has accepted.

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F. Subfranchisor desires to obtain from GLOBAL a license granting the right to use said plans, manuals, systems and forms, and the exclusive right to itself sublicense and/or to sublicense other independent (“unrelated”) and qualified parties in which neither Subfranchisor nor any of its subsidiaries or affiliates holds more than a thirty percent (30%) ownership interest (“Territorial Subfranchisors”) to sublicense, franchises of the type granted by CENTURY 21 to reputable real estate brokers (“Franchisees”) in the territory described in Paragraph 2 hereof (the “Territory”). GLOBAL presently believes that said “CENTURY 21 System” is applicable to the real estate market within the Territory after appropriate allowance is made for local differences in language and commercial practice.

G. Mr. Donald Zhang, hereinafter referred to as “Guarantor”, has requested GLOBAL to grant to Subfranchisor the subfranchise provided for herein and to execute this Agreement. In consideration of GLOBAL’s compliance with that request, Guarantor has agreed to guarantee to GLOBAL the performance of all the obligations of Subfranchisor under this Agreement upon the terms and conditions set out in the Guarantee and Indemnification, which is attached hereto as Exhibit 1 and incorporated herein by reference (the “Guarantee and Indemnification”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the delivery, receipt and sufficiency of which are hereby acknowledged; and further, in accordance with and pursuant to all terms, conditions, covenants, agreements, representations and warranties contained herein, the parties hereby mutually agree as follows:

1. GRANT OF LICENSE TO SUBFRANCHISOR.

A. Initial Franchise Fee and License. For and in consideration of the execution of this Agreement and the payment of an initial franchise fee of Three Million U.S. Dollars (U.S.$3,000,000) by Subfranchisor to GLOBAL, which initial franchise fee shall be non-refundable and deemed fully earned by GLOBAL upon execution of this Agreement, GLOBAL grants to Subfranchisor the exclusive right to sublicense the CENTURY 21 marks as defined below, and the CENTURY 21 System to Franchisees in the Territory, and/or to Territorial Subfranchisors in one or more of the provinces, municipalities or geographic areas (“Geographic Areas”) comprising the Territory, on the terms and conditions set forth herein. Franchisees and Territorial Subfranchisors shall be required to be real estate brokers. As used in this Agreement, the term “real estate brokers” shall mean: - individuals licensed to act as real estate brokers; and individuals trained and/or experienced in the sale of real estate who are not licensed real estate brokers; and business entities which employ at least one individual trained and/or experienced in the sale of real estate who is not a licensed real

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estate broker, or Franchisees who are not licensed real estate brokers; provided, however, that such individuals, entities and Franchisees become licensed as soon as required under the applicable laws in the Territory providing for the licensing of real estate brokers. For purposes of this Agreement, “CENTURY 21 Marks” or “Marks” means the trade names, trademarks and service marks, whether in English or Chinese or any other language, including the name “CENTURY 21”, which have been registered in the Peoples Republic of China (“PRC” or “Territory”), or for which registration has been applied in the PRC, together with the other slogans, logos or other indicia of the CENTURY 21 System (“U.S. Registrations”) which have not been registered in the Territory, to the extent such U.S. Registrations do not infringe the rights of third parties in the Territory, all as set forth in Exhibit 2, attached hereto and incorporated herein by reference, as may be amended from time to time by GLOBAL. Subfranchisor shall pay the initial franchise fee in the amount of Three Million U.S. Dollars (U.S.$3,000,000) as follows:

(i) Five Hundred Thousand U.S. Dollars (U.S. $500,000) upon execution of this Agreement; plus

(ii) Two Million Five Hundred Thousand U.S. Dollars (U.S. $2,500,000) payable in the amount of One Million Five Hundred Thousand U.S. Dollars (U.S. $1,500,000) on or before September 30, 2000 plus One Million U.S. Dollars (U.S. $1,000,000) on or before September 30, 2001.

(iii) Such payments shall be evidenced by, and be on the terms and conditions set forth in the promissory note from Subfranchisor in favor of GLOBAL, attached hereto as Exhibit 3 and incorporated herein by reference.

(a) Such promissory note may, at Subfranchisor’s option, be paid on or before the respective due dates by delivery of cash or a confirmed, irrevocable Letter of Credit in the amount of One Million Five Hundred Thousand U.S. Dollars (U.S. $1,500,000) and/or One Million U.S. Dollars (U.S. $1,000,000), as the case may be, in a form and from a U.S. bank or other financial institution reasonably acceptable to GLOBAL. A specimen form of Letter of Credit approved by GLOBAL is attached hereto as Exhibit 3A and incorporated herein by reference.

(b) Subfranchisor shall deliver the executed promissory note to GLOBAL on or before the date of execution or effective date of this Agreement, whichever is earlier.

(c) In the event Subfranchisor elects to pay/redeem its promissory note obligations by way of irrevocable Letter of Credit, as contemplated under Subparagraph 1A (iii) (a) above, such Letter of Credit shall be delivered on or before the due date of the promissory note payment(s) in the same manner as a cash payment would be due. If Subfranchisor complies with such Letter of Credit delivery obligation on or before the due date, the promissory note due date(s) with respect to which the payment was due, will be automatically extended, without interest, for one (1) year, on which date full payment in cash will be required, without compromise or exception.

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B. Ownership and Use of CENTURY 21 System and Marks.

(i) GLOBAL is not aware and has no knowledge or reason to believe that there exist any marks which would constitute a conflict or infringement either of or by the Marks registered by GLOBAL in the Territory. Nonetheless, GLOBAL cannot guarantee that there is not a business operating somewhere in the Territory using the name CENTURY 21 or the CENTURY 21 Marks or a substantially similar name or marks, which business may have the right to continue such use. GLOBAL strongly recommends that Subfranchisor initiate trademark searches of the applicable public and other records as regards the Marks registered in the Territory, prior to commencing business in the Territory. Upon delivery to GLOBAL of an English-version copy of the results of any such trademark searches, along with proper documentation of the costs associated therewith, GLOBAL will reimburse to Subfranchisor an amount not to exceed Five Hundred U.S. Dollars (U.S. $500.00) for the total cost of such searches. In the event Subfranchisor shall be legally enjoined or restrained from operating under the mark, name and style of “CENTURY 21” in a Geographic Area of the Territory, as the result of any final order entered by a court of competent jurisdiction:

(a) GLOBAL may, if it so decides in its sole discretion and at its sole expense, undertake to resolve any such conflict or infringement situation in any affected Geographic Area by negotiation of a co-existence agreement or such other settlement to which GLOBAL is agreeable.

(b) Notwithstanding any actions taken by GLOBAL to resolve any such conflict, until such time as GLOBAL has delivered to Subfranchisor reasonably acceptable written evidence of a reasonably satisfactory co-existence arrangement or other settlement of the conflict, Subfranchisor may, at its sole option, as its sole and exclusive remedy against GLOBAL under this Subparagraph 1B(i), terminate this Agreement as to any such Geographic Area so affected, and receive a prorata refund of the total initial franchise fee of Four Million Five Hundred Thousand U.S. Dollars (U.S. $4,500,000) (“Total Initial Franchise Fee”) for the entire Territory, as expanded, in an amount equal to such Total Initial Franchise Fee multiplied by the product of the following two fractions: (1) the fraction of which the numerator is the population of the affected Geographic Area as stated in the then current edition of the Rand McNally World Atlas (the “Atlas”), and the denominator is the total population of the entire Territory as stated in the Atlas; and (2) the fraction of which the numerator is the difference between 300 and the number of full or partial months during which the CENTURY 21 Marks were used by Subfranchisor in its operations in the affected Geographic Area prior to (or after) being enjoined, and the denominator is 300.

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(c) If Subfranchisor elects to terminate this Agreement as to an affected Geographic Area or Areas pursuant to the terms of this Subparagraph 1B, then the requirements of Subparagraphs 14B and 14C, obligating Subfranchisor to assign all CENTURY 21 Real Estate Franchise Agreements and/or Territorial Subfranchise Agreements to GLOBAL and to pay liquidated damages shall not be applicable, and Subfranchisor shall be free to continue dealing with its Territorial Subfranchisors and Franchisees in the Territory; provided, however, that Subfranchisor and all of its Territorial Subfranchisors and Franchisees in the affected Geographic Area(s) shall immediately cease use of the CENTURY 21 Marks and System and otherwise comply with all of the provisions of Subparagraph 14A.

(ii) Nothing herein contained shall be deemed to assure that the U.S. Registrations will be available for use in the Territory. Subfranchisor acknowledges and agrees that any and all such marks, slogans and other indicia of the CENTURY 21 System may be used by Subfranchisor at its sole risk and expense. Should Subfranchisor desire to register any such U.S. Registrations in the Territory (in addition to those CENTURY 21 Marks already registered in the Territory), Subfranchisor shall so notify GLOBAL; provided, however, that all such U.S. Registrations shall be registered in the Territory in the name of GLOBAL (or CENTURY 21), at the direction and under the supervision of GLOBAL and its attorneys, and at the sole expense of Subfranchisor. GLOBAL may require that Subfranchisor deposit with GLOBAL in advance an amount equal to the estimated cost of any such registrations. Subfranchisor shall indemnify and hold harmless GLOBAL and CENTURY 21 from and against any and all claims, actions, proceedings, damages and losses arising out of or in connection with the registration and/or use or sublicense of the U.S. Registrations in the Territory.

(iii) Except as expressly authorized herein, nothing herein contained shall be construed as authorizing or permitting Subfranchisor to use and/or sublicense the CENTURY 21 System and/or the CENTURY 21 Marks outside the Territory or for any purpose other than:

(a) the sublicense to Territorial Subfranchisors upon substantially the same terms as CENTURY 21 subfranchises are then being sublicensed by CENTURY 21 to international subfranchisors, subject to the prior approval by GLOBAL of material variations to the CENTURY 21 International Subfranchise Agreement (as described in Subparagraph 5B of this Agreement); or

(b) the sublicense of franchises to reputable real estate brokers upon substantially the same terms as such franchises are sublicensed by CENTURY 21 in the United States of America (“United States”, “U.S.A.” or “U.S.”), with due allowances for the differences in commercial practice, law, language, and custom within the Territory, in accordance with the terms of this Agreement, and for the purpose of servicing those franchises.

(iv) It is expressly agreed that the ownership of all right, title and interest in and to said CENTURY 21 System and CENTURY 21 Marks is and shall remain vested solely in GLOBAL (and/or CENTURY 21), and all usage thereof by Subfranchisor and the Territorial Subfranchisors and its or their Franchisees, and any goodwill established thereby, shall inure to the exclusive

5

benefit of GLOBAL (and/or CENTURY 21) (other than relative to the specific license rights and benefits to which Subfranchisor is entitled pursuant to the express provisions of this Agreement). Subfranchisor acknowledges that neither Subfranchisor nor the Territorial Subfranchisors nor the Franchisees have any, nor will they acquire any, proprietary interest whatsoever in the CENTURY 21 Marks, and that the rights of Subfranchisor, Territorial Subfranchisors and the Franchisees to use the CENTURY 21 Marks are derived solely from this Agreement and are limited to the exercise of the rights granted pursuant to and in compliance with this Agreement. Subfranchisor acknowledges that upon expiration or termination of this Agreement, no monetary value shall be attributable to any goodwill associated with the use of the CENTURY 21 Marks by Subfranchisor, Territorial Subfranchisors or the Franchisees.

(v) Subfranchisor hereby agrees to use and to use its best efforts to cause each of its Territorial Subfranchisors and its or their Franchisees to use, each of the CENTURY 21 Marks in full compliance with the rules prescribed from time to time by GLOBAL. All rules promulgated by GLOBAL concerning use of the CENTURY 21 Marks, shall be uniformly applied to all CENTURY 21 international subfranchisors, shall be introduced only after reasonable notice to such subfranchisors and may not adversely affect the operations of the business of the CENTURY 21 international subfranchisors. Subfranchisor will take all commercially reasonable steps to, and shall use its best efforts to cause its Territorial Subfranchisors and its or their Franchisees to, preserve the goodwill and prestige of the CENTURY 21 Marks and shall execute and shall cause the Territorial Subfranchisors and its or their Franchisees to execute any and all instruments and documents, including but not limited to, a trademark and service mark license agreement or Registered User Agreement, a specimen form of which is attached hereto as Exhibit 4 and incorporated herein by reference, which in the opinion of GLOBAL’s counsel are necessary or advisable to protect and maintain the CENTURY 21 Marks. Subfranchisor shall, if reasonably deemed necessary by GLOBAL’s counsel, at Subfranchisor’s sole expense, enter into trademark and service mark license agreements contemporaneously with each franchise granted pursuant to this Agreement, and file said trademark and service mark license agreements with appropriate governmental authorities within the Territory. If and to the extent that GLOBAL determines that sublicensing of the CENTURY 21 Marks presents risks of diminution or loss of rights to the CENTURY 21 Marks under the legal requirements in effect in the Territory, GLOBAL shall have the right to enter into a direct trademark license agreement with each Franchisee or, pursuant to a power of attorney in form and substance acceptable to GLOBAL, authorize Subfranchisor or the Territorial Subfranchisors to enter into such agreement on GLOBAL’s behalf. In such event, Subfranchisor or the Territorial Subfranchisors shall amend the CENTURY 21 Real Estate Franchise Agreements that it enters into with Franchisees accordingly to incorporate any such trademark license agreement and to provide for cross-default provisions in both agreements.

(vi) The materials and information now and hereafter provided or revealed to Subfranchisor under and/or pursuant to this Agreement are revealed in confidence, and Subfranchisor agrees that upon the expiration, termination or assignment of this Subfranchise Agreement for any reason, all manuals, bulletins, instruction sheets, forms, marks, designs and other materials

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furnished to or created by Subfranchisor under and/or pursuant to this Agreement which are then in Subfranchisor’s possession, shall be turned over to GLOBAL for its use and/or distribution and/or destruction or turned over to the assignee designated by GLOBAL, and Subfranchisor shall immediately cease using the CENTURY 21 System and Marks.

C. Changes By GLOBAL. It is understood that CENTURY 21 is constantly working to improve upon the CENTURY 21 System. GLOBAL reserves the right to make changes from time to time in the CENTURY 21 System and CENTURY 21 Marks to be used by Subfranchisor and Territorial Subfranchisors and its or their Franchisees. Subfranchisor acknowledges that any such changes may be necessary in order to: preserve and enhance the image of the CENTURY 21 System; accommodate changing customer demands; and assure the continuing efficiency of the Franchisees generally. Such changes may include, without limitation: the adoption and use of new or modified CENTURY 21 Marks; new products and services; and new or modified techniques, programs, publications and tools relating to the sale, promotion and marketing of such services and products relative to the real estate brokerage industry and “Collateral Businesses” (as defined in Subparagraph 4 E). Such changes are contemplated by the parties as part of the CENTURY 21 System. Subfranchisor, at its sole cost, agrees to accept, adopt, implement, use and display all such changes within a reasonable time, in no event to exceed six (6) months after receipt of notice of each such change from GLOBAL, provided, however, that such changes are implemented uniformly throughout the CENTURY 21 International Franchise System.

D. Approval of Advertising Materials. GLOBAL reserves the right to approve in advance the form, content and general appearance of any literature, franchise agreements, signs or other materials or things on which a CENTURY 21 name or mark is used, and Subfranchisor agrees not to use such names or marks without first obtaining said approval in writing from an authorized officer or employee of GLOBAL. Upon GLOBAL’s request, Subfranchisor agrees to submit to GLOBAL for its approval, true and accurate English-language translations of the modified portions of all such literature, franchise agreements (as modified by Subfranchisor or the Territorial Subfranchisors), signs and other materials. GLOBAL agrees not to withhold or delay its consent unreasonably, and in granting or withholding consent will take into consideration the commercial practices, laws and customs within the Territory. Any use of the CENTURY 21 Marks by Subfranchisor or the Territorial Subfranchisors or its or their Franchisees shall inure to the benefit of GLOBAL (and/or CENTURY 21) (other than relative to the specific license rights and benefits to which Subfranchisor is entitled pursuant to the express provisions of this Agreement). All advertising, public relations and promotions by Subfranchisor shall be completely factual and shall conform to the highest legal and ethical standards and to the policies prescribed from time to time by GLOBAL. Except with respect to liability which arises solely from the misdeeds or malfeasance of employees or agents of GLOBAL, GLOBAL shall not be obligated to defend or hold harmless Subfranchisor or the Territorial Subfranchisors against any suit, action, claim, demand or damage based on unfair or misleading trade practice resulting from the exercise or use of any right or privilege granted to Subfranchisor by this Agreement.

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E. System of Approved Suppliers. It is anticipated that due to differences between the laws, languages and business practices in the United States and the Territory, it will be necessary for Subfranchisor to have its supplies and printed materials produced locally. Subfranchisor agrees to arrange for its own suppliers in the Territory and agrees to bear all expenses of adapting CENTURY 21 materials for use (including such translations as are necessary or appropriate) in the Territory. All changes to CENTURY 21 materials, as well as newly developed or translated materials, shall require the prior written approval of GLOBAL, which shall not be withheld or delayed unreasonably.

2. TERRITORY. The exclusive Territory licensed to Subfranchisor hereunder shall consist of the Peoples Republic of China, excluding Hong Kong, Macao and Taiwan, as constituted on the date of this Agreement. The exclusive Territory shall not include any province, city, possession, territory, colony, protectorate, exterior department, trust or related geographic area of the aforesaid country located outside the boundaries of the Territory.

3. TERM.

A. Initial Term. The license and subfranchise hereby granted shall be for a term of twenty-five (25) years from the date hereof, unless sooner terminated as hereinafter provided.

B. Perpetual Term. Subfranchisor shall have the right and option at any time prior to March 31, 2003 to renew the term of this Agreement in perpetuity without payment of the renewal fee under Subparagraph 3C (ii) of this Agreement, subject to all of the following:

(i) Subfranchisor shall deliver to GLOBAL written notice of its election to so extend prior to March 31, 2003; and

(ii) Subfranchisor shall pay to GLOBAL at the time of delivery of such notice, the perpetual term option price of One Million Three Hundred Fifty Thousand U.S. Dollars (U.S. $1,350,000).

C. Renewal. Upon the expiration of the initial term of this Agreement or the term of any subsequent renewal of this Agreement, Subfranchisor shall have the option to renew this Agreement for an additional twenty-five (25) year term, subject to all of the following:

(i) Subfranchisor shall deliver to GLOBAL written notice of Subfranchisor’s intent to renew not more than 240 days and not less than 90 days prior to the expiration date of the term under which Subfranchisor is then-operating; and

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(ii) Unless Subfranchisor has perfected its perpetuity rights under Subparagraph 3B of this Agreement, Subfranchisor shall pay a renewal fee to GLOBAL at the time Subfranchisor delivers its notice of intent to renew, in an amount equal to Four Million Five Hundred Thousand U.S. Dollars (U.S. $4,500,000), adjusted for inflation (or deflation, as the case may be) from the date of execution of this Agreement (or subsequent renewal date, as the case may be) by increasing (or decreasing in the event of deflation) such renewal fee each year in proportion to the increase in the U.S. Department of Labor Consumer Price Index (United States City Average 1982-1984=100) between the date of execution of this Agreement and the last day of the year prior to expiration. In the event that said Index is not available for a given year, GLOBAL shall designate a comparable means for determining the appropriate adjustment; and,

(iii) At the time Subfranchisor delivers notice of its intent to renew, Subfranchisor shall not be in material default of any of the provisions of this Agreement. Subfranchisor shall not be deemed in material default of any provision hereunder if Subfranchisor is diligently pursuing a remedy of such breach, and such breach is one that can be remedied by the actions of Subfranchisor.

D. Continuation After Expiration. If Subfranchisor continues to operate after the end of any term hereof without exercising an option to renew, Subfranchisor shall be deemed to be operating on a month-to-month basis under the terms of this Agreement. However, in such event, the Agreement may be terminated at any time, by either party upon sixty (60) days written notice to the other.

4. SERVICE FEE.

A. Initial Franchise Fee Royalty and Continuing Service Fee. For the license and subfranchise hereby granted, in addition to the initial franchise fee set forth in Paragraph 1, Subfranchisor agrees to pay to GLOBAL: a royalty in an amount equal to fifteen percent (15%) of initial franchise fees received from Territorial Subfranchisors; and a quarterly service fee equal to sixteen and six-tenths percent (16.6%) of Subfranchisor’s “total gross receipts” (as defined herein) from the Franchisees, if any; and thirty percent (30%) of Subfranchisor’s “total gross receipts” from the Territorial Subfranchisors, if any. Notwithstanding the foregoing, if Subfranchisor is successful in selling and developing a system of bona fide operating CENTURY 21 franchised offices in the Territory (both the direct Franchisees of Subfranchisor, if any, and the Franchisees of the Territorial Subfranchisors) in excess of 150 offices on or before June 30, 2001, then and in such event, the quarterly service fees thereafter payable to GLOBAL (commencing with the month after such threshold is achieved) shall be reduced from 16.6% to twelve percent (12%) of Subfranchisor’s “total gross receipts from the Franchisees. If Subfranchisor fails to meet this threshold on or before June 30, 2001, the continuing quarterly service fee shall continue for the balance of the term of this Agreement (and any renewal thereof) at 16.6% of Subfranchisor’s “total gross receipts” from the Franchisees. For purposes of calculating the quarterly service fee, the term “total gross receipts” shall be defined as revenue received by Subfranchisor from the following sources:

(i) gross revenue from all Franchisees in the Territory including, but not necessarily limited to, service fees, initial franchise fees and fees from the transfer, renewal or extension, or termination (including liquidated damages) of franchise agreements; and

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(ii) gross revenue from all Territorial Subfranchisors, specifically excluding initial franchise fees paid by the Territorial Subfranchisors, but including, and not necessarily limited to, service fees and fees from the transfer, renewal or extension, or termination (including liquidated damages) of territorial subfranchise agreements; and

(iii) gross revenue from any other business or commercial activity in which the CENTURY 21 Marks are used, except to the extent such revenues have already been subject to service fees payable to GLOBAL in accordance with another agreement between GLOBAL and Subfranchisor; and provided, however, that nothing contained herein shall be construed to permit Subfranchisor or Territorial Subfranchisors or Franchisees to use the CENTURY 21 Marks or any derivation thereof, in a manner not expressly authorized by this Agreement; and

(iv) gross revenue from “Collateral Business(es)” (as hereafter defined) established by Subfranchisor particularly for the sale of goods or services to or through its Franchisees; provided however, that nothing contained herein shall be construed to permit Subfranchisor to use the CENTURY 21 Marks or any derivation thereof, in any Collateral Business, without the prior written consent of GLOBAL.

B. Exclusions From Service Fees. The term “total gross receipts” shall not be construed to include:

(i) Franchisees’ contributions to the “National Marketing and Advertising Fund” (as defined in Paragraph 8 of this Agreement); or

(ii) the proceeds of any sale by Subfranchisor or Territorial Subfranchisors of real estate held by it or them for investment or rental income derived therefrom prior to sale of such investment real estate. The expression “real estate held by it for investment” shall include real estate acquired by Subfranchisor or Territorial Subfranchisors for development (including subdivision) and/or immediate or medium term resale. In any event, if Subfranchisor or Territorial Subfranchisors utilize the CENTURY 21 Marks in connection with the brokerage or sale of the real estate, then all income derived from said brokerage activities shall be subject to the quarterly service fee as set forth in this Paragraph 4.

C. Minimum Annual Continuing Service Fee.

(i) Subfranchisor agrees to pay to GLOBAL for each one year period of the Agreement commencing on the first day of the eighth month following the effective date of this Agreement, for each one year period during the term of this Agreement (the “Minimum Service Fee Year”), the minimum continuing service fee set forth in Exhibit 5 attached hereto and incorporated herein by

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reference (“Minimum Service Fee”). In the event of termination or expiration of this Agreement, the Minimum Service Fee for the year of such termination or expiration shall be prorated based upon the number of months and portions thereof of the Minimum Service Fee Year which elapsed prior to termination or expiration of the term of this Agreement.

(ii) In the event that the Minimum Service Fee becomes payable hereunder for a Minimum Service Fee Year, the difference between the Minimum Service Fee and the total quarterly service fees paid by Subfranchisor during the Minimum Service Fee Year, shall be paid to GLOBAL on or before the thirtieth (30th) day of the calendar month following the end of the Minimum Service Fee Year.

D. Payment of Service Fees.

(i) To the extent permitted by law, service fees and royalties on initial franchise fees shall be paid by Subfranchisor to GLOBAL at least quarterly on or before the twentieth (20th) day of the calendar month following the calendar quarter in which the revenue or receipts were received by Subfranchisor; provided, however, that such due date shall be extended automatically for each quarterly payment so long as Subfranchisor: (a) submits to the appropriate foreign exchange commission/authority on or before the tenth (10^th) day of each quarterly payment due date a request for approval of the service fee and royalty payments; and (b) timely delivers to GLOBAL a copy of such request for approval; and (c) pursues such approval diligently in good faith thereafter; and (d) pays the service fees and royalties to GLOBAL within seven (7) business days after receipt by Subfranchisor of such approval (the “Extended Due Date”) from the respective foreign exchange commission/authority. All payments payable by Subfranchisor to GLOBAL under this Agreement shall be paid in U.S. Dollars to GLOBAL, unless GLOBAL, at its election, permits or directs payment in another currency, at the exchange rate required to purchase U.S. Dollars or such other currency prevailing on the date paid, if on or before the date on which remittance is due, or, if paid after the due date of the twentieth, or the Extended Due Date, as the case may be, then at the exchange rate prevailing on the due date, or the Extended Due Date, as the case may be, or at the exchange rate prevailing on the date of actual remittance, whichever exchange rate is more favorable to GLOBAL, at the People’s Bank of China (the “Exchange Rate”). Subfranchisor shall use its best efforts to assure that GLOBAL will be paid in U.S. Dollars. If GLOBAL directs payment in another currency, the costs of exchange from the currency of the Territory to the other currency in excess of the costs to convert Territory currency to U.S. Dollars may be deducted from the payment, provided that reasonable supporting documentation of such costs is provided to GLOBAL with the payment. If for any reason an amount is received in a currency other than U.S. Dollars without GLOBAL’s direction or consent, Subfranchisor’s obligations under this Agreement shall be discharged only to the extent that GLOBAL may purchase U.S. Dollars with such other currency in accordance with normal banking procedures upon receipt of such amount. If the amount in U.S. Dollars which may be so purchased, after deducting any costs of

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exchange and any other related costs, is less than the relevant sum payable under this Agreement, Subfranchisor shall immediately pay GLOBAL the shortfall. All payments shall be made to GLOBAL at GLOBAL’s offices in Amsterdam, The Netherlands, or as otherwise specified in writing by GLOBAL, and accompanied by a written report setting forth the amount of revenue received from each Franchisee and/or Territorial Subfranchisor, as the case may be, documentation of the Exchange Rate, and other material financial information reasonably necessary to document the calculation of the quarterly service fees and royalties. In addition, Subfranchisor shall deliver to GLOBAL on or before the twentieth (20^th) day of each month, a monthly report setting forth the amount of revenue received from each Franchisee and Territorial Subfranchisor, and such other material financial information reasonably necessary to document the service fees and royalties payable by Subfranchisor for each such month as and when owing on the quarterly payment due date.

(ii) In the event that any governmental authority having jurisdiction in the Territory prohibits the conversion of currency into U.S. Dollars or the transfer of funds or currency to places outside of the Territory, GLOBAL, in its sole discretion shall have: (a) the option to require that Subfranchisor deposit all or any portion of the payments required under this Agreement in U.S. Dollars or such other currency to a designated account in any jurisdiction in the name of GLOBAL as directed by GLOBAL and that payment of such accumulated amounts be made to GLOBAL as soon as possible after any such currency restriction is no longer in effect; and (b) the right to terminate this Agreement, if such restrictions remain in effect for more than twelve consecutive months.

(iii) Subfranchisor shall undertake to use its best efforts to obtain and maintain in full force and effect all governmental authorizations and approvals and to obtain or effect any new or additional governmental authorizations or approvals, as may be required or advisable in respect of Subfranchisor’s obligation to make payments in U.S. Dollars as required hereunder. In the event Subfranchisor cannot make payment in U.S. Dollars because any such authorization or approval is not available under applicable law or regulations or has been withdrawn for reasons other than the misconduct of GLOBAL, GLOBAL shall have the right in its sole discretion to: (a) require Subfranchisor to pay U.S. Dollar amounts due through account(s) maintained by Subfranchisor in a country from which U.S. Dollar payments may be made; or (b) allow Subfranchisor to suspend performance of its obligation to make payment in U.S. Dollars hereunder until such authorization or approval becomes available or is reinstated; provided, however, that during such suspension period (X) Subfranchisor shall pay all amounts due and owing to GLOBAL under this Agreement in local currency to an account maintained by GLOBAL in the Territory and (Y) Subfranchisor may propose to GLOBAL countertrade transactions in respect of such local currency, which GLOBAL may accept or reject in its sole discretion. As soon as possible after such authorization or approval becomes available or is reinstated, Subfranchisor shall resume making payments in U.S. Dollars hereunder. Notwithstanding the foregoing, if the suspension period referred to herein remains in effect for more than one (1) year, GLOBAL shall have the right, in its sole discretion, to terminate this Agreement upon ninety (90) days written notice to Subfranchisor without penalty.

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(iv) If payments due under this Agreement are subject to withholding or other income taxes under applicable legal requirements or U.S. laws, Subfranchisor shall withhold and pay over to the appropriate tax authorities on behalf of GLOBAL and promptly deliver to GLOBAL receipts from tax authorities for all taxes paid or withheld, in accordance with the requirements of Paragraph 19 of this Agreement. Subfranchisor shall use its reasonable commercial endeavors to take all steps required by GLOBAL to enable GLOBAL to obtain any tax credits, exemptions or refunds which may be due to GLOBAL with respect to any withholding or other taxes.

(v) If Subfranchisor shall be more than ten (10) days late with any payment or related report, as such payment or report becomes due and payable (or deliverable, in the case of a report) pursuant to the relevant provisions set forth herein, Subfranchisor agrees to pay to GLOBAL the additional sum of Five Hundred U.S. Dollars (U.S. $500.00) as a late charge, plus interest at ten percent (10%) per annum computed from the due date on the amount of the late payment, plus the amount of Exchange Rate loss, if any, attributable to such late payment, Subfranchisor shall pay any withholding tax due as a result of any interest accrued as a result of any delay in the payment of service fees by Subfranchisor as described in Subparagraph 4D or otherwise, and shall also pay such additional amount to GLOBAL as may be necessary in order that the actual amount received after such withholding on accrued interest shall equal the amount that would have been received if such withholding on accrued interest were not required.

E. Consent to Collateral Businesses. It is contemplated that Subfranchisor and/or the Territorial Subfranchisors may, with the prior written authorization of GLOBAL, enter newly established Collateral Businesses made possible by the grant of CENTURY 21 franchises, and that said businesses may be initiated through subsidiaries of Subfranchisor and/or the Territorial Subfranchisors. The term “Collateral Business(es)” shall include, without limitation, real estate inspection services, escrow services, appraisals, title insurance, property management, mortgage brokerage, mortgage lending, mortgage insurance, trust companies, household goods moving services, and/or the providing of any other goods or services to real estate brokers or their clients or customers, under or using the CENTURY 21 Marks. In granting or denying consent pursuant to this Subparagraph 4E, GLOBAL may impose reasonable requirements on Subfranchisor’s and/or the Territorial Subfranchisors’ Collateral Businesses and any subsidiary that may be formed for the purpose of carrying on any such Collateral Business, including, but not limited to, a requirement that any such subsidiary be bound by the terms of this Agreement. In the event subsidiaries are formed for the sole purpose of establishing and/or operating said Collateral Businesses, the total gross receipts of each such subsidiary shall be consolidated with the total gross receipts of Subfranchisor and/or the Territorial Subfranchisors, and transactions between Subfranchisor and/or the Territorial Subfranchisors and its or their such subsidiaries shall be disregarded for the purpose of determining the total gross receipts upon which service fees are to be paid.

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F. Establishing Collateral Businesses. Subfranchisor agrees to act in good faith in making decisions whether or not to establish Collateral Businesses, and Subfranchisor promises and agrees not to refrain from establishing a new Collateral Business in order to avoid the obligation to pay the service fees, by permitting affiliates of Subfranchisor to conduct one or more of said Collateral Businesses selling goods or services to Franchisees or the customers of Franchisees. Subfranchisor shall not engage in any other collateral business (including, without limitation, newly created businesses developed particularly for the sale of goods or services to or through its Franchisees, without the prior written consent of GLOBAL. GLOBAL agrees that it will not withhold or delay its consent unreasonably, but may impose reasonable conditions.

G. GLOBAL’S AND CENTURY 21’s Right To Establish Collateral Businesses. In the event GLOBAL grants its written consent, pursuant to Subparagraph 4E, for Subfranchisor and/or the Territorial Subfranchisors to establish a Collateral Business, it shall not charge Subfranchisor any additional initial franchise fee or other related fee for the grant of said right; however, Subfranchisor shall pay to GLOBAL the quarterly service fee on the total gross receipts of said Collateral Business(es) of Subfranchisor and/or the Territorial Subfranchisors pursuant to the terms of this Paragraph 4. GLOBAL shall not grant a license to any other person or entity which permits the operation of a newly established Collateral Business under the CENTURY 21 Marks within the Territory, without first offering Subfranchisor a right of first refusal exercisable by Subfranchisor within seventy-five (75) days of receipt of notice of the terms and conditions of the proposed license, by commencing negotiations in good faith to finalize the license agreement on substantially the terms and conditions proposed, within such seventy-five (75) day notice period. If Subfranchisor is unable or unwilling to execute the proposed license agreement within the seventy-five (75) day notice period, despite good faith, diligent negotiations by both parties, the right of refusal set forth herein shall terminate. Notwithstanding the foregoing, Subfranchisor acknowledges that GLOBAL and its parent and subsidiaries (including sister companies controlled by a common parent, other than real estate brokerage office franchisors, such as Coldwell Banker Real Estate Corporation and ERA Franchise Systems, Inc.) retain the right to concurrent use of the CENTURY 21 System and Marks (excluding the right to own or operate CENTURY 21 real estate brokerage franchises, or grant “CENTURY 21” franchises to real estate brokers) within the Territory, and that GLOBAL (and/or CENTURY 21) and/or its subsidiaries may establish and/or operate Collateral Businesses within the Territory. In the event GLOBAL (and/or CENTURY 21) and/or its subsidiaries elect to establish and/or operate a Collateral Business within the Territory, GLOBAL shall provide Subfranchisor not less than sixty (60) days written notice prior to establishing or entering any Collateral Business, and consult with Subfranchisor regarding its plans/intentions concerning the operation of such Collateral Business.

5. OBLIGATIONS, REPRESENTATIONS AND WARRANTIES OF SUBFRANCHISOR.

A. Identification of Shareholders of Subfranchisor. Subfranchisor is a Cayman Islands company owned by the shareholders in the percentages as set forth in Exhibit 6 (hereinafter called the “Shareholders”), attached hereto and incorporated herein by reference.

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B. CENTURY 21 International Subfranchise Agreement. Subject only to reasonable variations necessary to accommodate the Territorial Conditions, local laws, customs and practices and complete good faith negotiations, Subfranchisor agrees to grant CENTURY 21 Territorial Subfranchises to properly capitalized, licensed and experienced parties upon substantially similar terms and conditions as those contained in the then current form of CENTURY 21 International Subfranchise Agreement, the present form of which is attached hereto as Exhibit 7 and incorporated herein by reference (“CENTURY 21 International Agreement”). Within thirty (30) days of Subfranchisor’s execution and/or timely registration, if required (whichever later occurs) of a Territorial Subfranchise Agreement, Subfranchisor shall deliver to GLOBAL a copy of the executed Territorial Subfranchise Agreement, together with true and accurate English-language translations of all material negotiated changes, if any, to the approved form (including prior approved changes) of CENTURY 21 International Subfranchise Agreement, as contained in each such Territorial Subfranchise Agreement.

C. CENTURY 21 Broker Franchise Agreement. Subfranchisor shall take the necessary steps to produce at its own expense an appropriate disclosure document, registration, permit and/or license, including, without limitation, a license to sell real estate, as required by any present or future applicable franchise investment law, securities act, blue sky law, or any similar law regulating the sale of securities, franchises or real estate in the Territory, to grant real estate franchises in a form approved in advance, in writing, by GLOBAL. In the event Subfranchisor is unable to obtain the necessary registrations or permits that may be required by law, then GLOBAL may, at its sole option, terminate this Agreement. Subject only to variations approved in advance by GLOBAL in writing, Subfranchisor agrees to grant, and require and cause the Territorial Subfranchisors to grant, real estate brokerage franchises (the “Broker Franchise”) to real estate brokers upon the same terms and conditions as those franchises that are then being granted by CENTURY 21 in the United States (the “CENTURY 21 Standard”), at the time of the grant. A specimen form of the current U.S. CENTURY 21 Real Estate Franchise Agreement is attached hereto as Exhibit 8, and incorporated herein by reference (“CENTURY 21 Real Estate Franchise Agreement”). Subfranchisor shall modify, and shall require and cause the Territorial Subfranchisors to modify, the form of CENTURY 21 Real Estate Franchise Agreement to conform to the laws and commercial customs of the Territory, and Subfranchisor shall submit to GLOBAL for its approval, true and accurate English-language translations of the modified CENTURY 21 Real Estate Franchise Agreement. Such modified agreement shall be utilized by Subfranchisor and the Territorial Subfranchisors only after being approved in writing by GLOBAL. Thereafter, Subfranchisor shall submit to GLOBAL true and accurate English-language translations of all additional proposed variations or modifications of the approved CENTURY 21 Real Estate Franchise Agreement of a material nature for GLOBAL’s review and approval, prior to use thereof. Subfranchisor shall enforce the terms and provisions of each of the CENTURY 21 Real Estate Franchise Agreements entered into by Subfranchisor with any Franchisee.

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D. Obligation To Forward Broker Franchise Agreements To GLOBAL. Within thirty (30) days after execution by Subfranchisor or the Territorial Subfranchisor’s execution of each CENTURY 21 Real Estate Franchise Agreement entered into within the Territory, Subfranchisor shall:

(i) apply for registration of the Agreement, or a summary thereof, with the appropriate governmental authorities of the Territory, if required by law;

(ii) provide GLOBAL with a copy of any such registration application; and

(iii) provide GLOBAL with a copy of the executed CENTURY 21 Real Estate Franchise Agreement, together with true and accurate English-language translations of all negotiated changes, if any, to each such Franchise Agreement.

Within thirty (30) days after receiving each registration certificate, Subfranchisor shall provide a copy of each certificate to GLOBAL.

E. Broker Policy and Procedure Manual. GLOBAL shall advise Subfranchisor in writing, from time to time, of the terms and conditions upon which it or its subsidiaries are selling real estate franchises in the United States, and of any changes in said terms and conditions as shall occur from time to time. In addition, Subfranchisor agrees to adopt a policy and procedure manual substantially identical to that used from time to time by GLOBAL or its subsidiaries, subject only to changes approved by GLOBAL in order to conform to local laws and business practices, and to require its Franchisees to adhere to the policy and procedure manual (“Broker Policy and Procedure Manual”). Subfranchisor shall submit to GLOBAL for its approval, true and accurate English-language translations of its proposed modifications to the Broker Policy and Procedure Manual. GLOBAL will not unreasonably withhold its consent to Subfranchisor’s suggested modifications to the Broker Policy and Procedure Manual.

F. Regional Policy and Procedure Manual. GLOBAL has adopted, and reserves the right to change from time to time, a policy and procedure manual setting forth policies and procedures required to be followed by all CENTURY 21 Subfranchisors (“Regional Policy and Procedure Manual”), attached hereto as Appendix I and incorporated herein by reference. Subfranchisor agrees to comply with the Regional Policy and Procedure Manual as it may be revised in the reasonable discretion of GLOBAL from time to time, and to adhere, within a reasonable time after notification, to the provisions of such revisions and to such further revisions thereto as are made from time to time; provided that such revisions are applicable to all CENTURY 21 international subfranchisors generally. In addition, Subfranchisor will provide those services listed in Appendix I, to its Franchisees in the Territory. Subfranchisor acknowledges that the Regional Policy and Procedure Manual is intended to replace the “CENTURY 21 Standard” (insofar as it is intended to serve as a model for minimum service levels to be provided by CENTURY 21 subfranchisors), which is applicable to other CENTURY 21 subfranchisors of GLOBAL. Subfranchisor acknowledges that GLOBAL has the right to make reasonable

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modifications to the Regional Policy and Procedure Manual in order to keep the CENTURY 21 System competitive, enhance the goodwill of the CENTURY 21 System, and respond to changes in the real estate marketplace; however, in all cases the terms and conditions of this Agreement shall take precedence over any conflicting provisions of the Regional Policy and Procedure Manual. GLOBAL agrees that it will be reasonably consistent in the standard and quality of services which it imposes upon Subfranchisor and upon other subfranchisors which it may have from time to time.

G. Services To Franchisees. Subfranchisor shall maintain an adequate staff to assure responsible service assistance to Franchisees; shall furnish sample real estate referral forms to all Franchisees; shall, in accordance with prevailing market conditions in the Territory, act as an information center for referral business not only within its Territory but throughout all areas in which CENTURY 21 real estate franchises are sublicensed; and shall advise Franchisees in all phases of real estate brokerage operations, including staff selection, training, office location, layouts and advertising. Subfranchisor shall not engage in any practices which would tend to give preference to or show commercial favoritism toward any one or more of its Franchisees over other similarly situated Franchisees.

H. CENTURY 21 Trade Name. Subfranchisor shall operate under the trade name “CENTURY 21 China” or such other trade name as may be approved in writing by GLOBAL. Subfranchisor shall cause Franchisees to use the CENTURY 21 Marks in combination with their office name, as described in the Broker Policy and Procedure Manual, to identify their CENTURY 21 franchises. Other than as set forth above, neither Subfranchisor nor any Territorial Subfranchisor nor the Franchisees shall register or incorporate the CENTURY 21 Name or any Mark, whether in English or Chinese or any other language, as part of any corporate or trade name or with any prefix, suffix or other modifying trademarks, logos, words, terms, designs or symbols, or in any modified form, or use any Mark in connection with the sale of any unauthorized product or service or in any other manner or for any purpose other than the sublicensing and servicing of real estate brokerage franchises to reputable licensed real estate brokers or as otherwise authorized under this Agreement or CENTURY 21 Real Estate Franchise Agreements approved by GLOBAL. Subfranchisor and the Franchisees shall display the Marks and give notices of trademark registrations in the manner prescribed in this Agreement and the CENTURY 21 Real Estate Franchise Agreements and obtain such licenses, permits and authorizations relating thereto as may be necessary or advisable under applicable legal requirements in effect in the Territory.

I. Territorial Limitation. Subfranchisor shall not use and/or sublicense the CENTURY 21 name, CENTURY 21 Marks, CENTURY 21 System, nor grant CENTURY 21 territorial subfranchises or franchises outside the Territory.

J. Minimum Quota Of Opened Offices. Subfranchisor agrees to work diligently and in good faith to open franchised real estate brokerage offices throughout the Territory, and to utilize the entire Territory for the entire term of this Agreement.

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Subfranchisor shall grant and cause to be opened, either directly or through the Territorial Subfranchisors, the following number of franchised real estate brokerage offices on or before October 31, 2003: Thirty (30); and on or before October 31, 2005: Eighty (80) more, a total of One Hundred Ten (110); and on or before October 31, 2007: Ninety (90) more, a total of Two Hundred (200). Should Subfranchisor fail to achieve the minimum quota of opened offices within any of the prescribed timeframes set forth in this Subparagraph 5J, GLOBAL shall have the right, upon notice in accordance with Subparagraph 13A of this Agreement, to amend Subparagraph 1A and any other applicable provision of this Agreement, so as to convert the license rights granted hereunder from exclusive to nonexclusive. Nothing in this Subparagraph shall limit any other remedy GLOBAL may have under this Agreement or under the laws governing this Agreement.

K. Implementation of GLOBAL Recommended Service Changes. Subfranchisor agrees to implement, and require and cause Territorial Subfranchisors to implement at its or their sole cost, all reasonable innovations or changes in services to Franchisees developed or recommended by GLOBAL within a reasonable time, in no event to exceed six (6) months, after being informed of modifications or changes to the Regional Policy and Procedure Manual, provided that such modifications or changes do not unreasonably conflict with real estate brokerage practices in the Territory.

L. Books and Records; Audit. Subfranchisor agrees to maintain at all times at its principal office a central bookkeeping system which shall conform to generally accepted accounting principles, consistently applied in the Territory, and to make Subfranchisor’s books and records open and available to GLOBAL for inspection and copying during normal business hours. In addition, Subfranchisor agrees to mail to GLOBAL within ninety (90) days after the end of Subfranchisor’s fiscal year, copies of its annual audited financial statements and such other financial reports as may from time to time be reasonably required by GLOBAL. GLOBAL’S right to inspect and copy Subfranchisor’s books and records under this Paragraph 5L shall survive termination or expiration of this Agreement for a period of the (3) years.

M. Subfranchisor’s Minimum Net Worth and Liquid Capital Requirements. Subfranchisor represents to GLOBAL and covenants with GLOBAL that Subfranchisor shall achieve the minimum Net Worth, as defined below, and Liquid Capital, as defined below, requirements in accordance with this Subparagraph 5M and shall thereafter maintain at all times during the Term hereof, a Net Worth in an amount not less than Five Hundred Thousand U.S. Dollars (U.S. $500,000.00), excluding the initial franchise fee set forth in Subparagraph lA, and Liquid Capital in an amount of not less than One Hundred Fifty Thousand U.S. Dollars (U.S. $150,000.00). As used herein, “Net Worth” shall mean the excess of total assets over total liabilities of Subfranchisor determined in accordance with generally accepted accounting principles of the United States (“GAAP”), and “Liquid Capital” shall mean cash, cash equivalents, investments and marketable securities traded regularly on a recognized market, and such other types of cash equivalents as are properly classified as cash equivalents under GAAP. Subfranchisor’s Net Worth and Liquid Capital share be calculated at the Exchange Rate specified in Subparagraph 4D(i) hereof. Subfranchisor shall achieve the minimum Net Worth and Capital Liquid

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Capital requirements of this Subparagraph 5M prior to the effective date of this Agreement and shall certify in writing on a semi-annual basis that as of the last day of June and December of each calendar year during the term of this Agreement its Net Worth and Liquid Capital exceed the minimum requirements set forth herein. If Subfranchisor’s Net Worth or Liquid Capital fails to exceed such minimum requirements, then Subfranchisor shall obtain additional equity, or debt subordinate to Subfranchisor’s obligations to GLOBAL, sufficient to remedy any such deficiency within ninety (90) days after the end of the semi-annual period in which such deficiency occurs. If Subfranchisor fails to cure such deficiency within such ninety (90) day cure period, then GLOBAL shall have the right to terminate this Agreement pursuant to Subparagraph 13A hereof.

N. Covenant Not To Compete. During the term of this Agreement, and for a period of two (2) years after termination or expiration of this Agreement, except in the event of a termination by GLOBAL without cause, neither Subfranchisor, nor any of its officers, directors, or any of the Shareholders may enter the real estate brokerage business in competition with Subfranchisor’s Franchisees or the Territorial Subfranchisors or their Franchisees, nor have a financial interest, either directly or indirectly, in any of its Franchisees or the Territorial Subfranchisors or their Franchisees, without the prior written consent of GLOBAL; provided, however, that Subfranchisor or any of its subsidiaries or affiliates shall be permitted to hold up to thirty percent (30%) ownership interest in any one or more of the Territorial Subfranchisors, without the prior consent of GLOBAL. This Subparagraph 5N shall survive termination or expiration of this Agreement.

O. Compliance With Laws. Subfranchisor agrees to comply with all applicable laws and regulations in the conduct of its business.

P. Interference With Franchise Relationships. Subfranchisor shall not cause nor seek to cause any prospective franchise to commit any wrongful termination of a franchise agreement between that prospective franchisee and competing real estate franchise organization.

Q. Indemnification and Minimum Insurance Coverage. Subfranchisor agrees to indemnify and hold GLOBAL and CENTURY 21 free and harmless from any liability, damages and expense (including but not limited to attorneys fees and court costs) in connection with any claim, action, proceeding or litigation that arises out of the operation of Subfranchisor’s business (including Collateral Businesses) and/or the operations or activities of its Franchisees or the Territorial Subfranchisors or its or their Franchisees or its or their respective agents or employees. To the extent permitted by law and in accordance with custom and practice in the Territory for similar businesses, Subfranchisor agrees to maintain comprehensive general liability insurance and automobile liability insurance (on all owned, non-owned and hired vehicles), and workers’ compensation insurance, naming GLOBAL as an additional insured, as its interests may appear, and placed with carriers approved by GLOBAL, containing commercially reasonable deductibles, and with coverages and policy limits customarily maintained in the Territory for similar businesses or in the real estate brokerage office franchising industry generally. Current copies of all such policies of insurance or certificates evidencing such coverage shall be

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delivered to GLOBAL within sixty (60) days after the commencement of the term of this Agreement, and thereafter within sixty (60) days of issuance of any new or renewal policy. GLOBAL shall indemnify and hold Subfranchisor free and harmless from any liability, damages and expenses (including but not limited to attorneys fees and court costs) in connection with any claim, action, proceeding or litigation that arises primarily from the malfeasance or misdeeds of the employees and agents of GLOBAL under this Agreement.

R. Notification Of Infringements. Subfranchisor agrees to notify GLOBAL promptly if it obtains actual knowledge of any person, firm or organization using the name “CENTURY 21” or a substantially similar name, or using trademarks, service marks, methods or procedures which may constitute an infringement upon the trade names, service marks, trademarks, copyrights or trade secrets of GLOBAL and/or CENTURY 21. This includes, but is not limited to, use of the CENTURY 21 System or Marks by former Franchisees of Subfranchisor whose franchises have been terminated. GLOBAL agrees to notify Subfranchisor promptly if it learns of any person, firm or organization using the name “CENTURY 21” or a substantially similar name within the Territory.

S. Rights and Obligations Regarding Infringements. With respect to the unauthorized use, or the infringement or attempt to infringe the CENTURY 21 Marks, Subfranchisor agrees as follows:

(i) Subfranchisor shall promptly notify GLOBAL of any suspected unauthorized use or infringement of the CENTURY 21 Marks, any challenge to the validity of the CENTURY 21 Marks, or any challenge to CENTURY 21’s ownership of, or GLOBAL’S or CENTURY 21’s or Subfranchisor’s right to use and to license others to use, or any Territorial Subfranchisor’s or Franchisee’s right to use, the CENTURY 21 Marks, upon obtaining actual knowledge of such information.

(ii) Subfranchisor acknowledges that GLOBAL has the right to determine, in the good faith exercise of its reasonable discretion, whether to take action against uses by others that may constitute infringement of the CENTURY 21 Marks in the Territory, and to direct and control any suit, action, litigation or proceeding involving the CENTURY 21 Marks, including the terms and conditions of any settlement thereof, and the selection of legal counsel; provided, however that GLOBAL will consult Subfranchisor with regard to the choice of legal counsel required for any suit, action, litigation or proceeding instituted under this Subparagraph 5S.

(iii) Notwithstanding the foregoing, and subject to the right of GLOBAL to determine whether to institute legal action, with respect to any suit, action, litigation or proceeding against an infringing Territorial Subfranchisor or Franchisee or former Franchisee, Subfranchisor shall have the right to bring an action for breach of contract and to control such breach of contract action, and, in either case, Subfranchisor shall pay all legal fees and other expenses incident to such litigation or proceeding.

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(iv) Except as specifically otherwise provided in this Subparagraph 5R (iv), in the event of any suit, action, litigation or proceeding, whether by way of defense or in the nature of affirmative action seeking to enjoin or restrain third parties (except Territorial Subfranchisors or Franchisees or former Franchisees) from the unauthorized use or the infringement of the CENTURY 21 Marks, within the Territory, Subfranchisor shall pay an amount equal to eighty-three and four tenths percent (83.4%) of the legal fees and other expenses incident to any such suit, action, litigation or proceeding, and GLOBAL shall pay the remaining sixteen and six-tenths percent (16.6%) of such legal fees and other expenses; provided, however, that, in the event the affected Geographic Area has been licensed to a Territorial Subfranchisor, Subfranchisor shall be obligated to pay an amount equal to ninety-five percent (95%) of the legal fees and other expenses incident to any such suit, action, litigation or proceeding, and GLOBAL shall pay the remaining five percent (5.0%) of such legal fees and other expenses. The parties acknowledge and agree that the aforementioned expenses are being allocated according to the percentage of the revenues associated with the use of the Marks that is retained by the Subfranchisor or GLOBAL. In the case of Territorial Subfranchisors, Subfranchisor shall be responsible for requiring that such Territorial Subfranchisors pay such expenses in accordance with the revenues they retain as a result of the use of the Marks.

(v) In the event of any suit, action, litigation or proceeding relating to Subfranchisor’s use of the CENTURY 21 Marks, Subfranchisor shall execute any and all documents and do such acts as may, in the opinion of GLOBAL, be necessary or appropriate to carry out any defense or affirmative action/prosecution, including, but not limited to, becoming a nominal party to any such suit, action, litigation or proceeding.

(vi) All amounts collected/recovered in consequence of any suit action, litigation or proceeding filed under this Subparagraph 5S shall be shared between GLOBAL and Subfranchisor in proportion to their respective contributions to the cost of such suit, action, litigation or proceeding pursuant to the provisions set forth in Subparagraph 5S (iv) hereof.

T. CENTURY 21 System Materials. Subfranchisor agrees that any training materials, brochures, documents, films, reporting forms, videos, posters, advertisements, mailing forms, regional publications, including newsletters, videos, magazines, and other materials which it develops, invents, creates, publishes or manufactures, either independently, or which are derived from materials developed by GLOBAL or CENTURY 21, automatically become the property of GLOBAL or CENTURY 21, as the case may be, upon their creation or use, Subfranchisor agrees, if necessary, to cause to be registered in the name of GLOBAL or CENTURY 21 as the true and proper owner, as the case may be, as specified by GLOBAL, any such right or material created by Subfranchisor and/or the Territorial Subfranchisors, including, without limitation, execution of all documents necessary or appropriate to effectuate the transfer or reversion of the right or interest of GLOBAL and/or CENTURY 21 in or to the materials. Upon termination or expiration of this Agreement, Subfranchisor’s interest in any such materials shall immediately cease, and GLOBAL, or its nominee, shall automatically assume all rights of authorship and ownership of such materials, including the right to use and/or license the use of such materials.

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U. Approved Supplier Program. Subfranchisor agrees to establish and administer an Approved Supplier Program under guidelines (“Program Guidelines”) established by GLOBAL and described in the Program Guidelines, as they may be modified from time to time by GLOBAL (which Program Guidelines are included in the materials delivered to Subfranchisor under the terms of Appendix II), attached hereto and incorporated herein by reference. All modifications of the Program Guidelines shall be delivered to Subfranchisor in writing by GLOBAL pursuant to Paragraph 22A and shall be uniformly administered and enforced with respect to all CENTURY 21 international subfranchisors. Under said Program Guidelines, Subfranchisor will generally be required to evaluate and select reputable suppliers and/or manufacturers of real estate related products who desire to use the CENTURY 21 Marks on products or in relation to offered services which are for sale either to Subfranchisor, the Territorial Subfranchisors, or its or their Franchisees or the general public. Subfranchisor shall execute an appropriate approved supplier license agreement (in a form approved by GLOBAL) with any such supplier, which agreement will include GLOBAL (and/or CENTURY 21) as a signatory in all instances. Subfranchisor shall be responsible for assuring that such license agreements for the territory in which a supplier will operate are valid and legally enforceable, and shall exercise its best efforts to adequately protect the CENTURY 21 Mark(s) as well as GLOBAL’s exclusive rights in said Mark(s). Subfranchisor shall hire, at its expense, local counsel to review the license agreement if requested by GLOBAL. Furthermore, Subfranchisor shall develop, for use by the Territorial Subfranchisors and its or their Franchisees, an Approved Supplier Program catalog or manual, which describes the suppliers and their products. Subfranchisor shall submit to GLOBAL for its approval, true and accurate English-language translations of the Approved Supplier Program catalog or manual. Such catalog or manual shall be published only after Subfranchisor’s receipt of GLOBAL’s written approval.

V. General Representations and Warranties of Subfranchisor. Subfranchisor hereby represents and warrants to GLOBAL as follows:

(i) Subfranchisor is duly organized and validly existing under the laws of the Cayman Islands, has all necessary power and authority to enter into and perform its obligations under this Agreement and all documents executed in connection herewith, and to carry on its business and to own and lease its properties, as presently conducted, owned and leased.

(ii) There are no proceedings pending seeking to dissolve or to liquidate Subfranchisor, and no action has been taken by the Board of Directors or the shareholders of Subfranchisor authorizing any such proceedings.

(iii) The persons executing this Agreement and all other documents executed in connection herewith on behalf of

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Subfranchisor have been duly authorized to perform such actions on behalf of Subfranchisor. This Agreement and all other documents executed in connection herewith constitute the valid, legal and binding obligations of Subfranchisor and are enforceable in accordance with their respective terms, subject to applicable bankruptcy laws and general principles of equity.

(iv) Neither the execution, delivery or performance of this Agreement or any other document executed in connection herewith, nor the consummation of the transactions contemplated therein, will violate Subfranchisor’s Articles of Incorporation, or constitute or create a violation of or a default under, with the giving of notice or the passage of time, or result in the creation or imposition of my lien, security interest or encumbrance under, any contract, agreement, loan, note, mortgage, security agreement, deed to secure debt, guarantee, lease (capital or operating) or any other document or instrument, or any law, rule regulation, ordinance, or any judicial or administrative decree, rule or order to which Subfranchisor is a party or by which it or its properties is or may be bound.

(v) There is no arbitration, litigation or administrative proceeding pending, or to the knowledge of Subfranchisor, threatened, in which Subfranchisor is or may be a party, or which may affect Subfranchisor or its property, which would adversely affect the ability of Subfranchisor to enter into or perform its obligations under this Agreement or any other document executed in connection herewith, or have a material adverse effect on the business, prospects or finances of Subfranchisor if determined adversely to Subfranchisor. Subfranchisor is not the subject of any pending bankruptcy, insolvency, receivership or similar proceeding, and is not a party to, subject to, or in default in any material respect of, any writ, injunction, decree, judgment, award, determination, direction or demand of any arbitrator, court or governmental agency or instrumentality.

(vi) All information provided to GLOBAL regarding Subfranchisor, its directors, shareholders and officers is true and correct. All capital stock of Subfranchisor now outstanding has been validly issued, is fully paid and non-assessable, and the shareholder’s equity amount shown on my balance sheet provided to GLOBAL has actually been received or earned by Subfranchisor.

(vii) Subfranchisor is not in default under, and no event has occurred which, with the giving of notice or the passage of time, would constitute or create a default under, any deed of trust, mortgage, lease, security agreement, note, preferred stock, bond, indenture guaranty or other instrument issued by Subfranchisor.

(viii) Any financial statements and other similar information delivered to GLOBAL by Subfranchisor are true, correct, and accurately represent Subfranchisor’s financial position as of the date indicated thereon.

W. Timely Delivery of Business Information to GLOBAL. Subfranchisor shall require and cause the Franchisees (and/or

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shall require and cause the Territorial Subfranchisors, as the case may be, to require and cause the Franchisees) to timely deliver to GLOBAL (or at GLOBAL’s direction), at no cost to GLOBAL, all business information (including, without limitation, complete current office location and e-mail addresses, telephone and fax number information, broker/sales associate names, e-mail addresses, telephone and fax information, property listing, sales and other customer and transactional information), with the same right of use, and to the same extent, in the same manner and format, and at the same time as the Franchisees shall be required to deliver such information to Subfranchisor (and/or the Territorial Subfranchisors, as the case may be) as the “Franchisor” under the GLOBAL approved CENTURY 21 Real Estate Franchise Agreement (and/or the CENTURY 21 International Agreement, as is applicable), and/or the CENTURY 21 Policy and Procedure Manual. Subfranchisor shall assure that all CENTURY 21 Real Estate Franchise Agreements entered into in the Territory by Subfranchisor and/or the Territorial Subfranchisors specifically include a provision requiring the Franchisees to deliver such information to GLOBAL as required hereunder.

6. OBLIGATIONS, REPRESENTATIONS AND WARRANTIES OF GLOBAL.

A. Delivery Of CENTURY 21 Materials and Information. GLOBAL agrees:

(i) To furnish to Subfranchisor, in the English language, within thirty (30) days after this Agreement is executed, one copy of each of the plans, policies, procedures, business/merchandising techniques, manuals, forms and the advertising and marketing program materials comprising the CENTURY 21 System (the “Materials”), as set forth in Appendix II, which Materials are available for delivery to Subfranchisor at that time. Should GLOBAL permit reproduction of the Materials by Subfranchisor (upon written request) at Subfranchisor’s sole expense, any such reproduction of Materials shall be accomplished by a source which complies fully with GLOBAL’s quality standards and logo/trademark requirements.

(ii) To keep Subfranchisor informed of innovations and changes in the CENTURY 21 System adopted from time to time by GLOBAL, together with the methods of implementing same.

(iii) To provide Subfranchisor with a reasonable amount of counseling and guidance in the establishment, advancement, promotion and maintenance of its business.

B. Assistance By GLOBAL. The services mentioned in Subparagraph 6 A will be provided by GLOBAL in the English language, at the principal office of CENTURY 21 in Parsippany, New Jersey, U.S.A. In addition, during the first two (2) years of this Agreement, and within a reasonable time thereafter upon Subfranchisor’s written request, GLOBAL will provide at no additional charge to Subfranchisor, but at the sole expense of Subfranchisor (including, without limitation, airfare, ground transportation, lodging and meals), a cumulative total of at least thirty (30) “man days” (defined as one man or woman working eight (8) hours

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equals one man day) of appropriate assistance to Subfranchisor at the principal offices of CENTURY 21 in Parsippany, New Jersey, U.S.A. The parties agree that to the extent possible, consultations in addition to the initial 30 man days, shall be by telephone, telefax and other such communications and correspondence devices.

C. Referral Network. GLOBAL agrees that it will exert its best efforts to assist with the development of a client referral network between the Territory and the United States and other parts of the world in which the CENTURY 21 System operates.

D. Exclusive Right to Sublicense. GLOBAL agrees that, subject to the provisions of Subparagraph 4G, so long as this Agreement remains in effect, Subfranchisor shall have the exclusive right to sublicense the CENTURY 21 System and Marks, in accordance with the terms of this Agreement, in the Territory. GLOBAL covenants that it will not license other entities or persons to sublicense the CENTURY 21 System or Marks in the Territory, nor disclose to any other entity or person operating in the Territory the information and materials covered by this Agreement which are not within the public domain, except as may be required by law. GLOBAL shall take all reasonable steps to prevent any other entities or persons licensed by it as a “CENTURY 21” regional subfranchisor from granting “CENTURY 21” franchises within the Territory.

E. GLOBAL’s Good Faith Cooperation. GLOBAL agrees to conduct its business affairs in an honest and ethical fashion, to perform its obligations hereunder in good faith and to respond in a timely manner to such additional reasonable requests for counseling and guidance as Subfranchisor may make from time to time.

F. Permit To Grant Subfranchise. GLOBAL agrees to take the steps necessary to obtain at its own expense all appropriate registrations or permits as required by any present or future applicable franchise investment law, securities law, blue sky law or any similar law regulating the sale of securities or franchises, to grant this subfranchise to Subfranchisor.

G. GLOBAL’s Compliance With Laws. GLOBAL agrees to comply with all applicable laws and regulations of the Territory in the conduct of its business as contemplated under this Agreement.

H. General Representations and Warranties of GLOBAL. GLOBAL hereby represents and warrants to Subfranchisor as follows:

(i) GLOBAL is duly organized; validly existing and in good standing under the laws of The Netherlands, has all necessary power and authority to enter into and perform its obligations under this Agreement and all other documents executed in connection herewith and to carry on its business and to own and lease its properties, as presently conducted, owned and leased.

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(ii) There are no proceedings pending seeking to dissolve or to liquidate GLOBAL, and no action has been taken by the Board of Directors or the shareholders of GLOBAL authorizing any such proceedings.

(iii) The persons executing this Agreement and all other documents executed in connection herewith on behalf of GLOBAL have been duly authorized to perform such actions on behalf of GLOBAL. This Agreement and all other documents executed in connection herewith constitute the valid, legal and binding obligations of GLOBAL and, to the best knowledge of GLOBAL, are enforceable in accordance with their respective terms, subject to applicable bankruptcy laws and general principles of equity.

(iv) Neither the execution, delivery or performance of this Agreement or any document executed in connection herewith, nor the consummation of the transactions contemplated therein, will violate GLOBAL’s Articles of Organization or By-laws, or constitute or create a violation of or default under, with the giving of notice or the passage of time, or result in the creation or imposition of any lien, security interest or encumbrance under, any contract, agreement, loan, note, mortgage, security agreement, deed to secure debt, guarantee, lease (capital or operating) or any other document or instrument, or any law, rule, regulation, ordinance, or any judicial or administrative decree, rule or order to which GLOBAL is a party or by which it or its properties is or may be bound.

(v) There is no arbitration, litigation or administrative proceeding pending, or to the knowledge of GLOBAL, threatened, in which GLOBAL is or may be a party, or which may affect GLOBAL or its property, which would adversely affect the ability of GLOBAL to enter into or perform its obligations under this Agreement.

(vi) All information provided to Subfranchisor regarding GLOBAL or CENTURY 21 or their respective directors, officers and shareholders is true and correct.

7. RELATIONSHIP OF THE PARTIES. In all matters pertaining to the operation of Subfranchisor’s business, Subfranchisor is and shall at all times remain an independent contractor. Nothing herein contained shall be construed so as to create a partnership, joint venture or agency, and neither party shall be liable for the debts or obligations of the other.

8. ADVERTISING AND PUBLIC RELATIONS. Subfranchisor shall require Franchisees within the Territory to operate under CENTURY 21 Real Estate Franchise Agreements which contain provisions obligating them to contribute two percent (2%) of their gross income or at the election of Subfranchisor, a flat monthly fee to the CENTURY 21 China National Marketing and Advertising Fund (hereinafter referred to as the “CNMAF”). Subfranchisor shall require the Territorial Subfranchisors to contribute monthly ten percent (10%) of the service fees collected from their respective Franchisees to the CNMAF or to a separate territorial

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CNMAF established for the Geographic Areas for which they have been licensed within the Territory. Subfranchisor shall forward to the CNMAF not later than the twentieth (20th) day of each month all advertising contributions collected from its Franchisees and/or the Territorial Subfranchisors on or before the fifteenth (15th) day of each such month, together with an amount equal to ten percent (10%) of the service fees collected by Subfranchisor during the preceding calendar month from its Franchisees, if any, or the amount of CNMAF contributions received from the Territorial Subfranchisors, as the case may be. Subfranchisor shall require that its Franchisees and the Territorial Subfranchisors pay CNMAF contributions by check or otherwise directly to the CENTURY 21 China CNMAF. The parties acknowledge and agree that Subfranchisor shall not be required or obligated in any way to contribute to the CNMAF on any aspect of its receipts from the Territorial Subfranchisors.

A. Separate CNMAF Bank Account. It is the intention of the parties hereto that the monthly contributions to the CNMAF be held, managed and applied as hereinafter described by Subfranchisor on behalf of and for the benefit of CENTURY 21 Franchisees throughout the Territory. The CNMAF shall be a separate bank account established by Subfranchisor for the purpose of receiving and depositing contributions to the CNMAF. The CNMAF bank account shall be established in Shanghai or in such other place in the Territory as Subfranchisor shall from time to time determine, in order to facilitate efficient management by Subfranchisor.

B. Use Of CNMAF. The CENTURY 21 Real Estate Franchise Agreements under which the CNMAF contributions are to be collected shall specify that: (i) the money shall be used exclusively for marketing, advertising and public relations purposes; (ii) at least eighty-five percent (85%) of Franchisees’ contributions to the CNMAF shall be spent on either (a) national advertising media that in the advertising industry are regarded as “national media” or national public relations programs, or (b) local or regional advertising media or local or regional public relations programs that cover the area served by contributing Franchisees’ offices; and (iii) up to fifteen percent (15%) of the contributions to the CNMAF made in any calendar year may be spent on a disproportionate basis to: engage in test marketing; conduct surveys of advertising effectiveness; produce commercials; produce other promotional and advertising materials and programs; reimburse expenses; or for such other purposes deemed appropriate and beneficial by Subfranchisor for the general recognition of the “CENTURY 21” name, other CENTURY 21 Marks and for the overall success of the various members of the CENTURY 21 organization in the Territory and in other countries. Subfranchisor agrees that it will manage the CNMAF in accordance with the restrictions set forth above, and in accordance with the terms of this entire Agreement.

C. CNMAF Accounting. Subfranchisor agrees to prepare at its sole cost an audited account of the entire CNMAF at least annually and to provide copies of said accounting to GLOBAL and to all Franchisees in the Territory. Subfranchisor shall be entitled to reimbursement for reasonable accounting, collection, bookkeeping, reporting and legal expenses incurred with respect to the CNMAF; however, reimbursement for such expenses shall not exceed five percent (5%), in any twelve (12) month period, of total CNMAF contributions received, and shall be calculated (and included within) the aforesaid fifteen percent (15%) overall limitation on Subfranchisor’s expenditures from the CNMAF.

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D. CNMAF Taxes. If any national income taxes or any other taxes of any kind or nature may become payable with respect to the CNMAF, such taxes shall be paid by the CNMAF, but to the extent that the balance of the CNMAF shall be insufficient to pay said taxes, Subfranchisor agrees to pay said taxes and await reimbursement out of future CNMAF contributions.

E. Transfer Of CNMAF On Termination. In the event of any material breach by Subfranchisor which results in termination of this Agreement, GLOBAL shall be entitled to pursue any and all remedies at law, in this Agreement and, in addition, Subfranchisor shall, upon GLOBAL’s request, within thirty (30) days of termination, transfer to a bank account designated by GLOBAL, the U.S. Dollar amount equal to the CNMAF account balance on the date of termination, together with all amounts due or payable to the CNMAF, and shall timely pay any and all taxes or any other taxes that may become due as a result of the transfer of the CNMAF to GLOBAL.

F. CNMAF Treated As Trust Account. Subfranchisor shall not use the assets of the CNMAF for any purpose other than advertising and public relations as defined herein, and Subfranchisor agrees that the money contributed to the CNMAF shall be held and spent as a trust fund governed by fiduciary principles, and managed for the benefit of Franchisees throughout the Territory.

G. Records Of CNMAF Contributions. Subfranchisor agrees to maintain such records as shall be reasonably necessary to identify who has contributed to the CNMAF and to verify that each Franchisee required to contribute has made its proper contribution. For the sake of everyone who participates in and benefits from the CNMAF, Subfranchisor agrees to take reasonable steps to assure that all required CNMAF contributions are collected.

9. CONFERENCES. It is understood that GLOBAL reserves the right to hold periodic meetings and conferences for all CENTURY 21 subfranchisors, and Subfranchisor agrees to cause its principal officers and those of the Territorial Subfranchisors to attend such conferences at Subfranchisor’s (or Territorial Subfranchisors’, as the case may be), sole expense.

10. ASSIGNMENT.

A. Consent of GLOBAL. This Agreement is being entered into by GLOBAL in reliance upon and in consideration of the singular skill, qualifications and representations of the officers, directors, and Shareholders of Subfranchisor who will actively participate in the ownership and operation of the subfranchised business and operations. Therefore, neither this Agreement nor any of the rights or privileges granted hereunder shall be assigned (or the duties and obligations of Subfranchisor delegated), transferred,

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shared or divided by operation of law or otherwise in any manner, without the prior written consent of GLOBAL. Such consent shall not be unreasonably withheld, conditioned or delayed; however, Subfranchisor shall reimburse GLOBAL for all costs and expenses incurred in connection with any such assignment or proposed assignment, including reasonable costs not to exceed Two Thousand Five Hundred U.S. Dollars (U.S. $2,500.00) of investigating the proposed assignee, and attorney’s fees not to exceed Five Thousand U.S. Dollars (U.S. $5,000.00). A sale or transfer of stock totaling more than twenty-five percent (25%), or a series of sales or transfers of stock totaling (cumulatively) more than forty-nine (49%) of the stock of Subfranchisor or the stock of a corporate Shareholder of Subfranchisor shall be deemed an assignment of this Agreement. Notwithstanding the foregoing, GLOBAL hereby grants its consent to the assignment or transfer by Subfranchisor of its rights and obligations under this Agreement, upon notice to GLOBAL as specified in Subparagraph 22A of this Agreement, at no charge to Subfranchisor, of this Agreement to (i) a properly formed and capitalized corporation of which Subfranchisor or its majority owned subsidiary at all times owns at least fifty-one percent (51%) of the total equity (voting and non-voting) of any such assignee corporation or; (ii) a properly formed and capitalized entity at least fifty-one percent (51%) of the voting stock of which is owned by Subfranchisor and/or the Shareholders in the same percentages as the Shareholders of Subfranchisor. Subfranchisor shall take any and all actions as may be required by applicable Chinese laws and legal requirements of the Territory to assure the effectiveness of any assignment made hereunder as between Subfranchisor and GLOBAL and as against all third parties, including, without limitation, the Franchisees. Whether or not a sale or transfer of stock constitutes an “assignment” under this Agreement, Subfranchisor shall notify GLOBAL of the name, address and background of the transferee within fifteen (15) days after any such sale or transfer of the stock of Subfranchisor or the stock of a corporate Shareholder of Subfranchisor totaling (cumulatively) more than five percent (5%) of the stock thereof.

B. Conditions On Consent. Subject to Subparagraph 10A hereof, any actual or purported assignment or transfer by Subfranchisor of its rights or obligations under this Agreement without GLOBAL’s prior written consent shall be a default of a material obligation of this Agreement and shall be null and void. In reviewing any request for its consent to any proposed assignment or transfer, GLOBAL will consider in good faith among other things, the qualifications, apparent ability and credit standing of the proposed transferee. In addition and without limitation, GLOBAL shall be entitled to require as a condition precedent to the granting of its consent that:

(i) There shall be no existing material default in the performance or observance of any of Subfranchisor’s material obligations to any supplier or to GLOBAL or to any Franchisee; and

(ii) Subfranchisor, prior to or out of the proceeds of the proposed assignment or transfer, shall settle all outstanding accounts with GLOBAL and all other trade creditors of Subfranchisor, save and except those accounts that are subject to bona fide dispute; provided, however, that the amount of such claim shall be withheld from the proceeds and set aside in an escrow account pending resolution of the dispute; and

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(iii) The proposed transferee and, if applicable, its shareholders shall have entered into a written assignment and guarantee in form reasonably prescribed by GLOBAL, assuming and agreeing to discharge all of Subfranchisor’s obligations under this Agreement; and

(iv) If required by GLOBAL, the individual who will be primarily responsible for the operation of the business and any other persons reasonably required by GLOBAL shall have satisfactorily completed, at his/her expense, GLOBAL’s training programs then in effect; and

(v) The proposed transferee shall have a Net Worth and Liquid Capital at least equal to the minimums required under Subparagraph 5M of this Agreement; and

(vi) Unless GLOBAL otherwise agrees in writing, any transfer of assets shall be effected in compliance with all applicable bulk sales legislation.

Notwithstanding the foregoing, the consent of GLOBAL to an assignment or transfer shall not be withheld solely because the proposed transfer involves a public offering. In addition, it shall not be deemed a breach of this Paragraph 10 if a “transfer” occurs by operation of law in the event of a death of a Shareholder; provided that any such transfer shall be voidable by GLOBAL unless and until GLOBAL consents to such transfer after a timely, good faith and diligent review of the qualifications of such transferee by operation of law upon the death of a Shareholder. In the event GLOBAL declines in good faith to approve such transfer upon death, GLOBAL shall cooperate with the transferee and Shareholder’s estate regarding the orderly transfer to a qualified transferee. With respect to any assignment or transfer under Paragraph 10, the citizenship or residency of the proposed assignee or transferee shall not be grounds for withholding by GLOBAL of its consent, unless the laws of the Territory shall preclude such assignee or transferee from owing and/or operating the subfranchise business.

11. RIGHT OF FIRST REFUSAL. If Subfranchisor shall desire to assign its rights under this Agreement, other than with respect to the pre-approved assignments set forth in Subparagraph 10 A above, it shall first serve upon GLOBAL a written notice setting forth all the terms and conditions of the proposed assignment and all available information concerning the proposed assignment and the proposed assignee. Within sixty (60) days after the receipt of such notice (or if GLOBAL requests additional information, within sixty (60) days after receipt of such additional information), GLOBAL may either consent to the assignment, deny its consent, giving the reasons therefor pursuant to Paragraph 10, or, at its option, accept the assignment to itself and acquire the subfranchise upon the terms and conditions specified in the notice. Consent to an assignment upon the specified terms and conditions shall not be deemed to be a consent to an assignment on any other terms and conditions, nor to any other persons, nor to any other or subsequent assignment. In the event of a proposed sale or transfer of any stock in Subfranchisor or the stock of a corporate

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Shareholder of the Subfranchisor, GLOBAL may condition its approval of the assignment upon this right of first refusal being extended to apply to the proposed sale or transfer of stock when the total amount to be transferred exceeds twenty-five percent (25%) or when the cumulative total amount to be transferred when added to any previous transfer(s) of stock exceeds twenty-five percent (25%). This right of first refusal shall not apply with respect to transfers of the equity of Subfranchisor between the Shareholders only. Subfranchisor shall keep GLOBAL advised in writing of all proposed changes of its Shareholders or the shareholders of a corporate Shareholder of Subfranchisor. Subfranchisor shall be required to comply with all of the notice and diligence requirements of this Paragraph 11 with respect to any pre-approved assignment set forth in Subparagraph 10 A above.

12. OPTION TO PURCHASE. [INTENTIONALLY OMITTED]

13. BREACH OF THIS AGREEMENT.

A. Election To Terminate By GLOBAL. Upon any material breach by Subfranchisor of a material provision of this Agreement or any other agreement or document entered into or delivered pursuant to this Agreement, GLOBAL may, in addition to any other remedy herein granted or granted by law, elect to terminate this Agreement. If GLOBAL elects to terminate, it shall notify Subfranchisor as provided in Subparagraph 22A hereof, and upon the failure of Subfranchisor to cure the breach within thirty (30) calendar days of notice (or if such breach is not susceptible of cure within such thirty (30) days, then the cure period shall be extended for so long as reasonably necessary to afford Subfranchisor a fair opportunity to cure; provided, however, that Subfranchisor commences in good faith its efforts to cure such breach within twenty (20) days after notice and thereafter pursues such cure diligently at all times), this Agreement may be terminated without recourse to any legal formalities or court procedures.

B. Election To Terminate By Subfranchisor. Upon any material breach by GLOBAL of a material provision of this Agreement or any other agreement or document entered into or delivered pursuant to this Agreement, Subfranchisor may, in addition to any other remedy herein granted or granted by law, elect to terminate this Agreement. If Subfranchisor elects to terminate, it shall notify GLOBAL as provided in Subparagraph 22A, and upon the failure of GLOBAL to cure the breach within thirty (30) calendar days of notice (or if such breach is not susceptible of cure within such thirty (30) days, then the cure period shall be extended for so long as reasonably necessary to afford GLOBAL a fair opportunity to cure; provided, however, that GLOBAL commences in good faith its efforts to cure such breach within twenty (20) days after notice and thereafter pursues such cure diligently at all times), this Agreement may be terminated without recourse to any legal formalities or court procedures.

C. Specific Matters Constituting Breach By Subfranchisor. Notwithstanding the provisions of Subparagraph 13A, GLOBAL may elect to terminate this Agreement immediately upon notice, without recourse to any legal formalities or court procedures, upon the occurrence of any one of the following:

(i) any one or more of the events specified in Subparagraph 22F; or

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(ii) a material breach by Subfranchisor for which GLOBAL has given Subfranchisor a prior notice of breach within the previous twelve (12) months; or

(iii) assignment of this Agreement or one or more sales of stock or new issues of stock in violation of Paragraph 10 of this Agreement; or

(iv) failure of Subfranchisor to provide GLOBAL with the right of first refusal, as required under Paragraph 11 hereof; or

(v) failure of Subfranchisor to timely pay the initial franchise fee in accordance with all of the requirements of Subparagraph 1A of this Agreement.

14. PROCEDURES AFTER TERMINATION.

A. For Any Reason. Upon termination (including expiration, assignment or transfer) of this Agreement for any reason:

(i) Subfranchisor shall within thirty (30) days eliminate the words “CENTURY 21” from its company name. GLOBAL is hereby irrevocably appointed as Subfranchisor’s attorney-in-fact to execute in Subfranchisor’s name and on Subfranchisor’s behalf all documents necessary to affect such name change. This appointment is coupled with an interest to do so; and

(ii) Subfranchisor shall immediately cease to use the CENTURY 21 System and Marks and Materials, deliver to GLOBAL all CENTURY 21 System publications, programs and Materials supplied or utilized pursuant to this Agreement, and permit GLOBAL to inspect the Subfranchisor’s premises in order to assure that Subfranchisor has complied with the terms of this Paragraph 14.

B. On Expiration Or For Breach By Subfranchisor. Upon expiration or upon termination of this Agreement for (uncured) breach by Subfranchisor, any and all CENTURY 21 Real Estate Franchise Agreements and/or Territorial Subfranchise Agreements entered into by Subfranchisor with Real Estate Brokers and/or Territorial Subfranchisors or others involving the use of the CENTURY 21 Marks shall, at the option of GLOBAL, within thirty (30) days after termination, be assigned to GLOBAL or its nominee, and the total gross receipts received by Subfranchisor from Franchisees and/or Territorial Subfranchisors from and after the date of said termination shall be paid over by Subfranchisor to GLOBAL or its nominee. GLOBAL is hereby irrevocably appointed as Subfranchisor’s attorney-in-fact to execute in Subfranchisor’s name and on its behalf all documents necessary to assign such CENTURY 21 Real Estate Franchise Agreements and Territorial Subfranchise Agreements to GLOBAL or its nominee. This appointment is coupled with an interest to do so.

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C. For Breach By Subfranchisor. Upon termination of this Agreement for (uncured) breach by Subfranchisor, Subfranchisor shall pay to GLOBAL, within thirty (30) days of termination, liquidated damages, which both GLOBAL and Subfranchisor agree would be impracticable and/or extremely difficult to ascertain and/or calculate, and which represent a fair and reasonable estimate of foreseeable losses as a result of the termination, and which are not in any way intended as a penalty, in an amount determined as follows:

(a) the amount in U.S. Dollars equal to the average annual total of continuing quarterly service fees (or Minimum Service Fees, as the case may be) payable by Subfranchisor to GLOBAL (under Subparagraphs 4A and 4D of this Agreement) for the three calendar years immediately preceding the year in which the Agreement is terminated (“Termination Year”); then

(b) multiplied by 1.5; then

(c) multiplied by 5 or the number of calendar years, including the Termination Year, remaining in the initial or renewal term of the Agreement, whichever is less.

15. TRADE SECRETS AND COMPETITION. During the term of this Agreement and for a period of two (2) years after termination or expiration of this Agreement, Subfranchisor shall not engage in the sale and/or servicing of other real estate brokerage franchises. In addition, Subfranchisor acknowledges and agrees that knowledge of the operations and business of the CENTURY 21 System, a CENTURY 21 franchises, and the CENTURY 21 Materials and GLOBAL’s services and products disclosed to Subfranchisor by GLOBAL pursuant to this Agreement, including without limitation, during meetings, seminars, training classes, conferences, or in the Regional Operations Manual (or other Materials) and/or the Broker Policy and Procedure Manual from time to time, is proprietary, confidential and/or a trade secret of GLOBAL and/or CENTURY 21, as the case may be. Subfranchisor agrees that it will maintain the absolute confidentiality of all such information during and after the term of this Agreement and that Subfranchisor will not use such information in any other business or in any manner not specifically authorized or approved in writing by GLOBAL. Subfranchisor shall not divulge such information to its employees except to the extent necessary for the exercise of its rights or performance of its obligations under this Agreement, and subject to the same constraints as those placed upon the Subfranchisor by GLOBAL herein. Subfranchisor hereby agrees that if it shall develop any new concept(s), process(es), material(s) or improvement(s) in the operation or promotion of the CENTURY 21 System, it shall promptly notify GLOBAL and shall provide GLOBAL with all necessary information with respect thereto without compensation for same. Subfranchisor hereby acknowledges and agrees that all such concepts, processes, materials and improvements shall become the property of GLOBAL and/or CENTURY 21, as the case may be, and that GLOBAL and/or CENTURY 21, as the case may be, may itself utilize or disclose to other subfranchisors or licensees such information, and obtain trademark, copyright or patent registrations in its own name.

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Subfranchisor shall obtain individual covenants substantially similar to those contained in this Paragraph 15 from its officers, directors and Shareholders; provided, however, that the prohibition on engaging in the sale of other real estate brokerage franchises shall apply only to Shareholders owning ten percent (10%) or more of Subfranchisor’s stock at any time during the term of this Agreement, and Subfranchisor shall have the sole obligation to exercise its best efforts to timely and fully enforce such covenants. This Paragraph 15 shall survive termination or expiration of this Agreement.

16. INSPECTION OF BOOKS AND RECORDS. Subfranchisor agrees to maintain, at its sole expense, a complete set of books and records at its principal place of business at all times, and provide GLOBAL with an audit of such books and records at least annually, certified by an independent accounting firm of recognized international standing. Subfranchisor shall allow GLOBAL to make inspections of Subfranchisor’s business, including, without limitation, its books and records, at any reasonable time during normal working hours, provided that an officer, manager or principal of Subfranchisor or a representative of Subfranchisor’s accounting firm shall be present at the commencement of any such audit. If any audit of Subfranchisor’s books and records discloses that GLOBAL has been underpaid by more than five percent (5%) during any twelve (12) month period, Subfranchisor agrees to reimburse GLOBAL for the reasonable cost of said audit, plus the amount of the deficiency and interest thereon at the rate of ten percent (10%) per annum. This Paragraph 16 survives termination or expiration of this Agreement for a period of three (3) years

17. DEFINITION OF STANDARDS.

A. The CENTURY 21 Standards. Any reference in this Agreement to the CENTURY 21 Standards, or to Appendix I as a standard to be met by Subfranchisor with respect to production, services or any other matter referred to herein in which the CENTURY 21 Standard or Appendix I are to be used as a standard of comparison, shall be binding upon Subfranchisor only for so long as GLOBAL shall be attempting to maintain the same or similar standards of production, services, and other matters throughout the areas in which GLOBAL (and/or CENTURY 21) affiliates and services franchises.

B. Territorial Conditions. The parties hereto understand and acknowledge that due to the differences between the laws, culture, language, business practices and market conditions of the United States and the Territory (hereinafter referred to as “Territorial Conditions”), the CENTURY 21 System delivered to Subfranchisor hereunder must be modified and adapted to conform to said Territorial Conditions. For example, the rights and obligations of Subfranchisor with respect to its Franchisees, to be set forth in a CENTURY 21 Real Estate Franchise Agreement, will be influenced by such Territorial Conditions. The parties hereto agree to discuss in good faith issues which arise as a result of said Territorial Conditions and take a reasonable approach in modifying the CENTURY 21 System to account for the Territorial Conditions; provided, however, that prior to the use by Subfranchisor or the Territorial Subfranchisors or its or their Franchisees of the CENTURY 21 System or Marks, as modified by or adapted to such Territorial Conditions, GLOBAL shall have the right to review and approve or disapprove, as appropriate, in writing such

34

modifications and/or adaptations. Subfranchisor’s views on said Territorial Conditions will be given due consideration, and GLOBAL will not unreasonably disapprove or withhold its approval of modifications or adaptations suggested in good faith by Subfranchisor. GLOBAL acknowledges that prompt review of materials submitted for written approval is important to Subfranchisor’s operations, and will exercise its reasonable efforts to review submitted materials in a timely fashion.

C. Adaptations To Territorial Conditions. Adaptations or modifications to the CENTURY 21 System which are approved in writing by GLOBAL shall become the standard against which Subfranchisor’s performance hereunder will be measured. In addition, any innovation which GLOBAL has instituted with respect to GLOBAL’s or CENTURY 21’s Divisions or affiliates, or Subfranchisor, or Territorial Subfranchisors or other CENTURY 21 international subfranchisors, shall be similarly subject to adaptation and modification in accordance with Territorial Conditions, and shall become the standard of performance hereunder upon approval by GLOBAL as provided herein, it being understood and agreed; however, that no innovation or change shall be required if it conflicts with then-existing Territorial Conditions. Examples of all such approved modifications and adaptations to the CENTURY 21 System and Marks shall be retained by the parties hereto, and the most recent form thereof shall be binding in the event of a dispute concerning Subfranchisor’s performance hereunder.

18. CONTINGENCIES. This entire Agreement shall be subject to:

A. Permit To Franchise In The Territory. GLOBAL obtaining a permit or other applicable authority, if necessary, under the federal law or the law of any political subdivision of the United States or the Territory which is necessary for the grant of the rights under this Agreement.

B. Permit To Subfranchise In The Territory. Subfranchisor obtaining such licenses and/or permits, if any are necessary, to sell Territorial Subfranchises and/or real estate brokerage franchises, as the case may be, within the Territory. In the event that Subfranchisor has not obtained, or any Territorial Subfranchisor is unable to obtain, such necessary licenses and/or permits in a particular Geographic Area within the Territory within seven (7) months from the effective date of this Agreement or a Territorial Subfranchise Agreement, this Agreement shall, at the option of GLOBAL, terminate and be of no further force or effect as regards such Geographic Area, which termination shall have no effect on the initial franchise fee or the payment thereof by Subfranchisor.

19. TAXES. Subfranchisor shall be liable for payment of turnover, sales, value-added, consumption, and all similar taxes imposed by the government or other authorities in the Territory. Except as otherwise provided in Subparagraph 4D or this Paragraph 19, Subfranchisor shall make each payment to GLOBAL free and clear of, and without any deduction for, any such taxes. Subfranchisor shall withhold from payments to GLOBAL the amount required to be withheld (if any) under applicable tax laws and/or regulations in any province of the Territory, shall promptly effect payment to the appropriate tax authorities of the taxes so withheld, and shall transmit to GLOBAL official receipts or other evidence issued by such appropriate tax authorities sufficient to

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enable GLOBAL to support a claim for credit, in respect of any such taxes so withheld and paid, against United States income taxes. Subfranchisor shall fully and promptly cooperate with GLOBAL to provide such information and records as GLOBAL may request in connection with any application by GLOBAL to any taxing authority regarding obtaining tax credit for any withholding or other taxes paid by Subfranchisor on behalf of GLOBAL. Subfranchisor shall indemnify and hold GLOBAL and CENTURY 21 and their respective affiliates and their officers, directors and employees harmless from and against any claims or losses resulting from Subfranchisor’s failure to comply with such obligation under this Paragraph 19.

20. STAMP DUTY. Subfranchisor shall bear sole financial responsibility and shall pay when due any stamp duty or similar duty or fee which may be payable on the grant of this Agreement and/or the grant of any CENTURY 21 Real Estate Franchise Agreement or Territorial Subfranchise Agreement by Subfranchisor or any Territorial Subfranchisor within the Territory.

21. CONSTRUCTION.

A. Governing Law. This Agreement shall be construed under and governed by the laws of the State of New Jersey, U.S.A. except the New Jersey Franchise Practices Act. The applicability of United Nations Convention for the International Sales of Goods is expressly excluded.

B. Severability. If any provisions of this Agreement are or shall become in conflict with laws, ordinances or regulations of any governmental entity or body having jurisdiction over all or a substantial portion of the described Territory or this Agreement, said provisions shall automatically be deleted and the remaining terms and conditions of this Agreement shall remain in full force and effect; provided that, in the opinion of each party hereto, such deletions can be made without materially affecting the basic purposes and intentions of this Agreement and relationship between the parties hereto. If, in the opinion of either party hereto, such deletions cannot be made without materially affecting the basic agreement and/or relationship between the parties hereto, this Agreement may be terminated by either party hereto, and, in such event, the parties agree to negotiate in good faith to establish a new agreement which is not in conflict with such laws, ordinances or regulations.

C. Survival. All provisions of this Agreement which by their content and context are clearly intended by the parties to survive termination or expiration hereof, shall so survive and remain in full force and effect.

D. Monetary Medium Of Exchange. All monetary amounts referred to in this Agreement are in U.S. Dollars (“Dollars”), unless otherwise specifically stated to the contrary.

E. Waiver. No waiver of any breach of any condition or covenant herein shall constitute a waiver of any subsequent breach.

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F. Amendment. Any modification or change in this Agreement must be in writing, signed by both parties hereto.

G. Counterparts. This Agreement may be executed in multiple copies/counterparts, each of which shall be deemed an original, and all of which together shall constitute one single instrument.

22. MISCELLANEOUS.

A. Notices. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, or sent by telex, telecopier or other telegraphic communications equipment of the sending party, as follows:

To:	GLOBAL	To:	Subfranchisor
	Cendant Global Services B.V.		IFM Company, Ltd.
	Premier Trust N.V.		305/333 Sylvan Avenue
	Officia, 2nd Floor		Englewood Cliffs, N.J. U.S.A. 07632
	1083 H.J. Amsterdam		Fax No.: 201-568-8683
	P.O. Box 71744		E-Mail: harrylu@c21.com.cn
	1008 De Amsterdam
	The Netherlands
	Fax No.: 31-20-642-7675
	with copy to:
	Century 21 Real Estate Corporation
	Attention: Legal Department
	6 Sylvan Way
	Parsippany, NJ 07054
	Fax: (973)496-5331

All notices and other communications given to either party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or on the date confirmed received if sent by telex, telecopier or other telegraphic communications equipment of the sender, in each case delivered, (properly addressed) to such party as provided in this Subparagraph 22A or in accordance with the latest unrevised direction from such party given in accordance with this Subparagraph 22A.

B. Successors and Assigns. This Agreement is binding on and shall inure to the benefit of the parties hereto, their heirs, successors and permitted assigns. GLOBAL reserves the right to assign, pledge, hypothecate or transfer this Agreement after providing Subfranchisor thirty (30) days advance notice of its intent to assign, and provided that such assignment, pledge, hypothecation or transfer shall not materially affect the rights and privileges granted to Subfranchisor herein nor materially interfere, detract or conflict with Subfranchisor’s business operations.

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C. Event of War. If war is declared by the government of the Territory or armed hostilities or other extraordinary national or international political events exist which materially and adversely affect the operation of the Subfranchisor’s business hereunder or render all or a substantial part of the Territory uninhabitable or unsafe for travel:

(i) so long as all sums payable to GLOBAL pursuant to this Agreement are paid as and when they come due, this Agreement shall continue in full force and effect;

(ii) if as a result of such war or armed hostilities any sum due GLOBAL hereunder is not paid when due, either party (the “suspending party”) may, upon giving the other party at least ninety (90) days written notice, suspend performance of its obligations hereunder until such war, armed hostilities or other extraordinary national or international political events have ceased; provided, however, that Subfranchisor shall remain liable for the amount of any payments owing in respect of activities under this Agreement or the CENTURY 21 Real Estate Franchise Agreements occurring prior to the date on which suspension takes effect and/or which it owed or failed to make prior to the date on which suspension takes effect; and

(iii) within ninety (90) days after such war or armed hostilities or other extraordinary national or international political events have ceased, the suspending party shall give the other party notice of its intention to either resume performance of its obligations hereunder or terminate this Agreement, whereupon the suspending party shall resume its performance of this Agreement, or this Agreement shall terminate. During the suspension period, Subfranchisor shall discontinue use and display of the CENTURY 21 Marks by itself and shall use diligent efforts to assure that the Franchisees discontinue use and display of the Marks.

D. Force Majeure. Neither GLOBAL nor Subfranchisor shall be liable for loss or damage or deemed to be in breach of this Agreement if its failure to perform its obligations results from:

(i) windstorms, rains, floods, earthquakes, typhoons, mudslides or other similar natural causes;

(ii) fires, strikes, embargoes or riots;

(iii) legal restrictions; or

(iv) any other similar event or cause beyond the control of the party affected. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable, except that no such cause other than a governmental or judicial order shall excuse payment of amounts owed at the time of such occurrence or payment to GLOBAL of quarterly service fees and other amounts due to GLOBAL subsequent to such occurrence.

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E. U.S. Government Regulations.

(i) Subfranchisor shall not, without the prior written consent of GLOBAL, disclose, sublicense or sell any of the information or rights it receives from GLOBAL under this Agreement to any person, or any government agency of any nation, if such disclosure, sublicense or sale would be regarded by any governmental agency or department of the U.S. as a breach of the Foreign Assets Control Regulations, 31 C.F.R. Section 500 et seq. (1995), or the Transaction Control Regulations, 31 C.F.R. Section 505 et seq. (1995). Subfrachisor shall obtain a similar commitment from each of its Territorial Subfrachisors and its or their Franchisees.

(ii) Subfranchisor shall refrain from making any payments to third parties which would cause GLOBAL to be in violation of the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Sections 78dd-1, 78dd-2 (1996).

F. Insolvency of Subfranchisor. No corporation, firm or person other than Subfranchisor shall have or acquire any right or rights granted to Subfranchisor hereunder by virtue of any bankruptcy, insolvency or assignment for the benefit of creditors or reorganization proceedings, or any receivership or other legal process, either under attachment, execution or otherwise, or in any manner whatsoever arising out of any proceeding or suit in law or in equity. In the event of any such proceeding being had or taken by or against Subfranchisor, or any assignee or successor in interest of Subfranchisor, or against any interest of Subfranchisor in this Agreement, or in the event of any proceeding(s) by or against Subfranchisor, or any assignee or successor in interest of Subfranchisor, under any provision(s) of the law, including applicable bankruptcy or insolvency law, or for the involuntary winding up of Subfranchisor or any assignee or successor in interest of Subfranchisor, without such proceedings being dismissed or such levies released within thirty (30) days therefrom, GLOBAL shall have the option of terminating this Agreement immediately. In the event of any proceedings to wind up or dissolve Subfranchisor or any corporate assignee or successor in interest of Subfranchisor, GLOBAL shall have the option of terminating this Agreement immediately.

G. Informal Dispute Resolution. Prior to filing any arbitration proceeding pursuant to Subparagraph 22H the party intending to file such a proceeding shall be required to notify the other party in writing of the existence and the nature of any dispute. GLOBAL and Subfranchisor each agrees that within fifteen (15) business days of the other party’s receipt of such notice, the Chief Executive Officer or other senior executive officer of both GLOBAL and Subfranchisor shall meet in New York, New York, or by video conference, in order to attempt to resolve the dispute amicably. If such informal dispute resolution attempts prove to be unsuccessful, the notifying party may initiate an arbitration proceeding as described in Subparagraph 22 H.

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H. Arbitration. All controversies, disputes or claims arising out of, in connection with, or with respect to this Agreement or the breach, termination or validity thereof (“Dispute”), which are not resolved within fifteen (15) days after either party shall notify the other in writing of such Dispute, shall be submitted for arbitration to the New York, New York office of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, except as modified herein. The arbitration proceeding shall be conducted and the award shall be rendered in the English language in New York, New York, U.S.A.

(i) There shall be three arbitrators, of whom GLOBAL shall appoint one and Subfranchisor shall appoint one within twenty (20) days of the receipt by the respondent of the demand for arbitration. The two arbitrators so appointed shall select the chair of the arbitral tribunal within twenty (20) days of the appointment of the second arbitrator. If such arbitrator is not appointed within the time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with the Rules. Any arbitrator appointed by the AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience, and an experienced arbitrator. The arbitral tribunal shall be required to follow the law of the state designated by the parties herein. The arbitral tribunal is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. The arbitrators shall have the right to award or include in the award any relief which is provided for by law or in this Agreement, including without limitation, money damages (with interest on unpaid amounts from date due), specific performance and injunctive relief. The arbitrators shall issue a written opinion explaining the reasons for the decision and award. The award of the arbitrators shall be conclusive and binding upon all parties hereto and judgment upon the award may be entered in any court of competent jurisdiction. The parties acknowledge and agree that any arbitration award may be enforced against either or both or them in a court of competent jurisdiction and each waives any right to contest the validity or enforceability of such award. The parties further agree to be bound by the provisions of any statute of limitations which would be otherwise applicable to the Dispute.

(ii) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of an appropriate U.S. federal court, the arbitral tribunal shall have full authority to grant provisional remedies or modify or vacate any temporary or preliminary relief issued by an appropriate U.S. federal court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. Without limiting the foregoing, the parties shall be entitled in any such arbitration proceeding to the entry of an order by a court of competent jurisdiction pursuant to a final award of the arbitrators for specific performance of any of the requirements of this Agreement. This provision shall continue in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement.

I. Attorneys’ Fees. Should either party incur attorneys’ fees in order to enforce the terms and conditions of this Agreement, including post-term covenants, whether or not an arbitration or other legal action or proceeding is instituted, the party not in default shall be entitled to reimbursement of such attorneys’ fees and costs, as may be determined by the arbitrator, in addition to any other

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remedies either party may have at law or in equity. Should any arbitration or other legal action or proceeding be instituted, including enforcement of an arbitral award, the prevailing party shall be entitled to recover all costs of such arbitration or other proceeding, including such reasonable attorneys’ fees as may be awarded by the arbitral and/or judicial tribunal, as the case may be.

J. Integration.

(i) Except as expressly provided in Subsubparagraph 22J (ii) hereof, this Agreement contains all agreements, understandings, conditions, warranties and representations of any kind, oral or written, between the parties hereto, and constitutes the entire and final agreement between them with respect to the subject matter addressed herein. Accordingly, all prior and contemporaneous agreements, understandings, conditions, warranties and representations of any kind, oral or written, are hereby superseded and canceled by this Agreement, except as to any monies due and unpaid between the parties to this Agreement at the time of the execution hereof. There are no implied agreements, understandings, conditions, warranties or representations of any kind. No officer, employee or agent of GLOBAL or CENTURY 21 has any authority to make any representation or promise not contained in this Agreement.

(ii) Notwithstanding the provisions of Subsubparagraph 22J (i) hereof, this Agreement shall not supersede or cancel the information and representations submitted by Subfranchisor to GLOBAL and/or CENTURY 21 in Subfranchisor’s application for the grant of the rights under this Agreement, including, but not limited to, financial statements and references which accompanied Subfranchisor’s application.

K. Arms-length Transaction.

(i) The parties hereto acknowledge and agree that:

(a) neither the Federal Trade Commission Rule, nor the New Jersey Franchise Practices Act, nor any similar federal or state law is applicable to this transaction because it is exempt as a foreign transaction; and

(b) Subfranchisor has at all times intended to conduct all of its business and activities under this Agreement as a foreign corporation outside the United States and that no UFOC or similar disclosure document was requested by Subfranchisor or deemed applicable to this transaction by either party; and

(c) any UFOC, if delivered, was solely for purpose of providing general information regarding CENTURY 21, the CENTURY 21 System and GLOBAL to the Subfranchisor.

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(ii) Subfranchisor acknowledges that it and the Shareholders have conducted an independent investigation of the real estate brokerage office subfranchising business to be operated hereunder in the Territory, recognize that the business contemplated by this Agreement involves business risks, and that they have not received from GLOBAL or CENTURY 21 or any other person or entity on behalf of GLOBAL or CENTURY 21 any representation, warranty or guarantee, express or implied, as to the potential volume, profits or success of the business contemplated by this Agreement.

(iii) Subfranchisor (and the Shareholders) acknowledge that they have received, have had ample time to read and have read this Agreement and fully understand its provisions. Subfranchisor (and the Shareholders) further acknowledge that they have had an adequate opportunity to be advised by legal, accounting and other advisors of their own choosing regarding all pertinent aspects of this Agreement and the franchise relationship created hereby.

L. Consent by GLOBAL. Whenever in this Agreement the consent of GLOBAL is required to be given, GLOBAL agrees to review such matter in good faith and to provide its consent or denial without undue delay or condition. Items required to be submitted to GLOBAL for review and approval shall be deemed to be approved thirty (30) days after receipt by GLOBAL in the absence of receipt by the submitting party of GLOBAL’s specific objection to the same.

M. Further Assurances. The parties agree to provide such further assurances and to take such further actions and to execute such additional documents or amendment to this Agreement which are deemed by a party to be reasonably necessary to fulfill the purposes of this Agreement and the intentions of the parties.

N. Confidentiality. GLOBAL and Subfranchisor acknowledge that any information regarding this Agreement and the provisions hereof and transactions contemplated herein is confidential and shall not be disclosed or published, without the prior written consent of the other party to any third party without a legitimate need or right to know the information, or unless otherwise required by law.

IN WITNESS WHEREOF, the parties have executed this Agreement by their respective authorized representatives effective the date first above written.

Subfranchisor:		GLOBAL:
IFM Company, Ltd.		Cendant Global Services B.V.
By:	/s/ Donald Zhang	By:	/s/ Walter A. Cheek
Name:	Donald Zhang	Name:	Walter A. Cheek
Title:	Director	Title:	President
Place:	Toronto, Canada	Place:	Phoenix, Arizona

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

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 Estate Agency Ltd.	PRC
Shanghai Anshijie Real Estate Consultant Co. Ltd.	PRC
Beijing Kaisheng Jinglue Guarantee Co., Ltd	PRC
Shanghai Kaiyi Investment Consultant Management Co. Ltd	PRC
Beijing IFM International Real Estate Brokerage Co. Ltd	PRC
Beijing IFM Investment Managements Limited	PRC
Shanghai Ruifeng Investment Managements Limited	PRC
Beijing Huachuangxunjie Technology Co., Ltd	PRC
Business Vision Management Consultants Limited	Hong Kong
Beijing Kaicheng Huaxin Investments Consultant Co., Ltd.	PRC
Beijing Xinrui Shijiao Business Consultants Co., Ltd	PRC

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EX-23.1

Exhibit 23.1

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 to us under the heading “Experts” in such Registration Statement.

/s/    PricewaterhouseCoopers Zhong Tian CPAs Limited Company

PricewaterhouseCoopers Zhong Tian CPAs Limited Company

Beijing, the People’s Republic of China

January 5, 2010

EX-23.4

Exhibit 23.4

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” in Form F1 dated January 5, 2010.

EX-23.5

Exhibit 23.5

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:

Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form F-1 of IFM Investments Limited (the “Company”), and in all amendments and supplements thereto, as a person who will become a member of the board of directors of the Company effective upon the completion of the Company’s initial public offering of its ordinary shares in the form of American depositary shares.

Sincerely yours,

/s/ Conor Chiahung Yang

Conor Chiahung Yang

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EX-23.6

Exhibit 23.6

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:

Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form F-1 of IFM Investments Limited (the “Company”), and in all amendments and supplements thereto, as a person who will become a member of the board of directors of the Company effective upon the completion of the Company’s initial public offering of its ordinary shares in the form of American depositary shares.

Sincerely yours,

/s/ Kevin Yung

Kevin Yung

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EX-99.1

Exhibit 99.1

IFM Investments Limited

Code of Business Conduct and Ethics

Purpose

This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of IFM Investments Limited (the “Company”) consistent with the highest standards of business ethics, and is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

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;

• full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

• compliance with applicable laws, rules and regulations;

• prompt internal reporting of violations of the Code; and

• accountability for adherence to the Code.

Applicability

This Code applies to all of the directors, officers and employees of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis (each an “employee” and collectively, the “employees”). Certain provisions of the Code apply specifically to our chief executive officer, chief financial officer, senior finance officer, controller, vice presidents and any other persons who perform similar functions for the Company (each, a “senior officer,” and collectively, “senior officers”).

The Board of Directors of the Company (the “Board”) has appointed Lihong Ma, the Company’s Legal & HR Vice President, as the Compliance Officer for the Company. If you have any questions regarding the Code or would like to report any violation of the Code, please call the Compliance Officer at 86-10-65617788 or e-mail her at mariama@century21cn.com.

This Code was adopted by the Board on December 30, 2009. The Code shall become effective (the “Effective Time”) upon the effectiveness of the Company’s registration statement on Form F-1 originally filed by the Company on January 5, 2010 with the SEC relating to the Company’s initial public offering (the “IPO”).

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Conflicts of Interest

Identifying Conflicts of Interest

A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively. In general, the following should be considered conflicts of interest:

• Competing Business. No employee may be employed by a business that competes with the Company or deprives it of any business.

• Corporate Opportunity. No employee should use corporate property, information or his or her position with the Company to secure a business opportunity that would otherwise be available to the Company. If you discover a business opportunity that is in the Company’s line of business, through the use of the Company’s property, information or position, you must first present the business opportunity to the Company before pursuing the opportunity in your individual capacity.

• Financial Interests.

(i) No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business or entity if such interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote certain time during such employee’s working hours at the Company;

(ii) No employee may hold any ownership interest in a privately-held company that is in competition with the Company;

(iii) An employee may hold up to but no more than 5% ownership interest in a publicly traded company that is in competition with the Company; provided that if the employee’s ownership interest in such publicly traded company increases to more than 5%, the employee must immediately report such ownership to the Compliance Officer;

(iv) No employee may hold any ownership interest in a company that has a business relationship with the Company if such employee’s duties at the Company include managing or supervising the Company’s business relations with that company; and

(v) Notwithstanding other provisions of this Code,

(a) a director or an immediate family member of such director (collectively for the director and her/his family member(s), “Director Affiliates”) or a senior officer or an immediate family member of such senior officer (collectively for the senior officer and her/his family member(s), “Officer Affiliates”) may continue to hold his/her/its investment or other financial interest in a business or entity (an “Interested Business”) that:

(1) was made or obtained either (x) before the Company invested in or otherwise became interested in such business or entity; or (y) before the director or senior officer joined the Company (for the avoidance of doubt,

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regardless of whether the Company had or had not already invested in or otherwise become interested in such business or entity at the time the director or senior officer joined the Company); or

(2) may in the future be made or obtained by the director or senior officer, provided that at the time such investment or other financial interest is made or obtained, the Company has not yet invested in or otherwise become interested in such business or entity;

provided that such director or senior officer shall disclose such investment or other financial interest to the Board;

(b) an interested director or senior officer shall refrain from participating in any discussion among senior officers of the Company relating to an Interested Business and shall not be involved in any proposed transaction between the Company and an Interested Business; and

(c) before any Director Affiliate or Officer Affiliate (i) invests, or otherwise acquires any equity or other financial interest, in a business or entity that is in competition with the Company; or (ii) enters into any transaction with the Company, the related director or senior officer shall obtain advance approval from the Audit Committee of the Board.

For purposes of this Code, a company or entity is deemed to be “in competition with the Company” if it competes with the Company’s business of providing real estate services that include brokerage services, mortgage management services and franchise services and/or any other business in which the Company is engaged.

• Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.

• Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably could be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether service in such position is still appropriate.

It is difficult to list all of the ways in which a conflict of interest may arise, and we have provided only a few, limited examples. If you are faced with a difficult business decision that is not addressed above, ask yourself the following questions:

• Is it legal?

• Is it honest and fair?

• Is it in the best interests of the Company?

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Disclosure of Conflicts of Interest

The Company requires that employees fully disclose any situations that reasonably could be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by law.

Family Members and Work

The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances.

Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of your family” include your spouse, brothers, sisters and parents, in-laws and children.

Gifts and Entertainment

The giving and receiving of gifts is common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should never compromise, or appear to compromise, your ability to make objective and fair business decisions.

It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment could not be viewed as an inducement to any particular business decision. All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on expense reports.

Employees may only accept appropriate gifts. We encourage employees to submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over RMB200 must be submitted immediately to the administration department of the Company.

The Company’s business conduct is founded on the principle of “fair transaction.” Therefore, no employee may receive kickbacks, bribe others, or secretly receive commissions or any other personal benefits.

FCPA Compliance

The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. A violation of FCPA not only violates the Company’s

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policy but is also a civil or criminal offense under FCPA which the Company is subject to after the Effective Time. No employee shall give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA does, in certain limited circumstances, allow nominal “facilitating payments” to be made, any such payment must be discussed with and approved by your supervisor in advance before it can be made.

Protection and Use of Company Assets

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.

To ensure the protection and proper use of the Company’s assets, each employee should:

• Exercise reasonable care to prevent theft, damage or misuse of Company property;

• Promptly report the actual or suspected theft, damage or misuse of Company property;

• Safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and

• Use Company property only for legitimate business purposes.

Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company. Prohibited political contribution activities include:

• any contributions of Company funds or other assets for political purposes;

• encouraging individual employees to make any such contribution; and

• reimbursing an employee for any political contribution.

Intellectual Property and Confidentiality

• All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s materials and technical resources while working at the Company, shall be the property of the Company.

• The Company maintains a strict confidentiality policy. During an employee’s term of employment, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.

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• In addition to fulfilling the responsibilities associated with his position in the Company, an employee shall not, without first obtaining approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his duties to the Company.

• Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, customers or employees.

• An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.

• Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.

Accuracy of Financial Reports and Other Public Communications

Upon the completion of the IPO, the Company will be required to report its financial results and other material information about its business to the public and the SEC. It is the Company’s policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:

• Financial results that seem inconsistent with the performance of the underlying business;

• Transactions that do not seem to have an obvious business purpose; and

• Requests to circumvent ordinary review and approval procedures.

The Company’s senior financial officers and other employees working in the Finance Department have a special responsibility to ensure that all of the Company’s financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Compliance Officer.

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Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor:

• to issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

• not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;

• not to withdraw an issued report; or

• not to communicate matters to the Company’s Audit Committee.

Company Records

Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial reports and other disclosures to the public. The Company’s records are the source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. You are responsible for understanding and complying with the Company’s record keeping policy. Contact the Compliance Officer if you have any questions regarding the record keeping policy.

Compliance with Laws and Regulations

Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets and foreign currency exchange activities. Employees are expected to understand and comply with all laws, rules and regulations that apply to your position at the Company. If any doubt exists about whether a course of action is lawful, you should seek advice immediately from the Compliance Officer.

Discrimination and Harassment

The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class. For further information, you should consult the Compliance Officer.

Health and Safety

The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for other

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employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.

Each employee is expected to perform his or her duty to the Company in a safe manner, free of the influences of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.

Violations of the Code

All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.

If you know of or suspect a violation of this Code, it is your responsibility to immediately report the violation to the Compliance Officer, who will work with you to investigate your concern. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company’s need to investigate your concern.

It is the Company’s policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each particular situation. Your conduct as an employee of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.

The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation, will be subject to disciplinary action up to and including termination of employment.

Waivers of the Code

Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public.

Conclusion

This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact the Compliance Officer. We expect all employees to adhere to these standards. Each employee is separately responsible for his or her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. If you engage in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your employment. Such conduct will subject you to disciplinary action, including termination of employment.

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Each subsidiary and affiliate of the Company shall prepare comprehensive and concrete rules to implement this Code based on its own situations and needs.

* * * * * * * * * * * * *

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