DEFINITIONS

In this prospectus, unless the context otherwise requires, the following expressions shall havethe following meanings.

“Application Form(s)” WHITE application form(s), YELLOW application form(s) andGREEN applications form(s) or, where the context so requires,any of them

“Articles” or “Articles of Association” the articles of association of our Company, conditionallyadopted on June 1, 2014 and as amended, supplemented orotherwise notified from time to time, a summary of which is setout in Appendix IV to this prospectus

“Asia Great Investment” Asia Great Investment Limited ( ), a limitedliability company incorporated in Hong Kong on February 12,2007 and our associated company

“Associated Companies” Richcoast Group (together with its PRC subsidiaries) andCrown Speed and “Associated Company” mean any of them

“associate(s)” has the meaning ascribed thereto under the Listing Rules

“Audit Committee” the audit committee of the Board

“Beijing Qixia” Beijing Qixia Real Estate Development Co., Ltd.( ), a limited liability companyestablished in the PRC on April 21, 2006 and a subsidiary ofPrime Asset, our joint venture

“Better Chance” Better Chance Investments Limited ( ), a limitedcompany incorporated in Hong Kong on June 8, 2010 and isowned as to 59.06% by Normandy Investment Ltd., anIndependent Third Party, 33.94% by Lorraine Investment Ltd.,an Independent Third Party, and 7% by Gang Xin

“Board” or “Board of Directors” our board of Directors

“Business Day” or “business day” a day on which banks in Hong Kong are generally open fornormal banking business to the public and which is not aSaturday, Sunday or public holiday in Hong Kong

“BVI” the British Virgin Islands

“CAGR” compound annual growth rate

“Capital Chain” Capital Chain Holdings Limited ( ), a limitedcompany incorporated in Hong Kong on June 8, 2010 and isowned as to 59.06% by Normandy Investment Ltd, anIndependent Third Party, 33.94% by Lorraine Investment Ltd.,an Independent Third Party, and 7% by Gang Xin

“Capitalization Issue” the issue of Shares to be made upon capitalization of certainsums standing to the credit of the share premium account ofour Company as referred to in the paragraph headed “A.Further information about our Group — 3. Resolutions inwriting of our Shareholders passed on June 1, 2014” inAppendix V to this prospectus

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DEFINITIONS

“Cayman Companies Law” or“Companies Law”

the Companies Law, Cap. 22 (Law 3 of 1961, as consolidatedand revised) of the Cayman Islands

“CBRC” China Banking Regulatory Commission

“CCASS” the Central Clearing and Settlement System established andoperated by HKSCC

“CCASS Clearing Participant” a person admitted to participate in CCASS as a direct clearingparticipant or general clearing participant

“CCASS Custodian Participant” a person admitted to participate in CCASS as a custodianparticipant

“CCASS Investor Participant” a person admitted to participate in CCASS as an investorparticipant who may be an individual, joint individuals or acorporation

“CCASS Participant” a CCASS Clearing Participant, a CCASS Custodian Participantor a CCASS Investor Participant

“Central Build” Central Build Investments Limited ( ), a limitedliability company incorporated in the BVI on August 6, 2009and our indirect wholly owned subsidiary

“Charmful Investment” Charmful Investment Limited ( ), a limitedliability company incorporated in Hong Kong on February 8,2007 and our associated company

“Chengdu Yixing” Chengdu Yixing Property Management Company Limited( ), a limited liability companyestablished in the PRC on April 28, 2007 and our indirectwholly owned subsidiary

“China” or “PRC” the People’s Republic of China, but for the purpose of thisprospectus and for geographical reference only and exceptwhere the context requires, references in this prospectus to“China” and the “PRC” do not include Hong Kong, Macau andTaiwan

“CIT” corporate income tax

“CIT Law” the Corporate Income Tax Law of the People’s Republic ofChina ( )

“CIT Rules” the Regulation on the Implementation of the CIT Law( )

“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of HongKong), as amended or supplemented or otherwise modifiedfrom time to time

“Companies (Winding Up AndMiscellaneous Provisions)Ordinance”

the Companies (Winding Up And Miscellaneous Provisions)Ordinance (Chapter 32 of the Laws of Hong Kong), asamended or supplemented from time to time

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DEFINITIONS

“Company,” “our Company,” “we” or“us”

Yida China Holdings Limited ( ), formerlyknown as Yida Group (China) Limited ( ),Yida Property Limited ( ) and Profit EverInvestments Limited ( ), an exempted companyincorporated in the Cayman Islands with limited liability onNovember 26, 2007, and, except where the context otherwiserequires, all of its subsidiaries, or where the context refers to thetime before it became the holding company of its presentsubsidiaries, its present subsidiaries

“connected person” has the meaning ascribed thereto in the Listing Rules

“Controlling Shareholder(s)” has the meaning ascribed thereto in the Listing Rules and,unless the context otherwise requires, refers to Mr. SunYinhuan and Right Won

“CPPCC” Chinese People’s Political Consultative Conference

“Crown Speed” Crown Speed Investments Limited ( ), a limitedliability company incorporated in Hong Kong on July 3, 2009and is owned as to 78.78% by Denali Investment Ltd., anIndependent Third Party and 21.22% by King Equity

“CSRC” China Securities Regulatory Commission

“Culture Xintiandi” Culture Xintiandi (Chengdu) Property Development CompanyLimited ( ), a limited liabilitycompany established in the PRC on March 2, 2007 and ourindirect non-wholly owned subsidiary, owned as to 60% byNew Culture Development and 40% by Dalian Yida Services

“Dalian BEST City Co.” Dalian BEST City Development Company Limited( ), a limited liability company establishedin the PRC on January 27, 2010 and our indirect wholly ownedsubsidiary

“Dalian BEST City Changde” Dalian BEST City Changde Development Company Limited( ), formerly known as DalianTechnology City Ronghua Information Consulting Co., Ltd.( ), a limited liability companyestablished in the PRC on June 25, 2010 and our indirectwholly owned subsidiary

“Dalian BEST City Changyuan” Dalian BEST City Changyuan Development Company Limited( ), (formerly known as DalianTechnology City Changsheng Information Consulting Co., Ltd.( ), a limited liability companyestablished in the PRC on June 25, 2010 and our indirectwholly owned subsidiary

“Dalian BEST City Taifeng” Dalian BEST City Taifeng Development Company Limited( ), formerly known as DalianTechnology City Taixing Information Consulting Co., Ltd.( ) a limited liability companyestablished in the PRC on June 25, 2010 and our indirectwholly owned subsidiary

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DEFINITIONS

“Dalian BEST City Tairui” Dalian BEST City Tairui Development Company Limited( ), formerly known as DalianTechnology City Taian Information Consulting Co., Ltd.( ), a limited liability companyestablished in the PRC on June 25, 2010 and our indirectwholly owned subsidiary

“Dalian BEST City Xinrui” Dalian BEST City Xinrui Development Company Limited( ), formerly known as DalianTechnology City Xinrui Information Consulting Co., Ltd,( ), a limited liability companyestablished in the PRC on June 25, 2010 and our indirectwholly owned subsidiary

“Dalian BEST City Xintong” Dalian BEST City Xintong Development Company Limited( ), formerly known as DalianTechnology City Xintong Information Consulting Co., Ltd.( ), a limited liability companyestablished in the PRC on June 25, 2010 and our indirectwholly owned subsidiary

“Dalian BEST City Xinyuan” Dalian BEST City Xinyuan Development Company Limited( ), formerly known as DalianTechnology City Changda Information Consulting Co., Ltd,( ), a limited liability companyestablished in the PRC on June 25, 2010 and our indirectwholly owned subsidiary

“Dalian Changhe Property” Dalian Changhe Property Development Company Limited( ), formerly known as DalianChanghe Information Consulting Co., Ltd. (

), a limited liability company established in the PRCon August 25, 2010 and our indirect wholly owned subsidiary

“Dalian Delan Software” Dalian Delan Software Development Co., Ltd.( ), a limited liability companyestablished in the PRC on June 19, 2007 and our associatedcompany

“Dalian Gaoji Property” Dalian Gaoji Property Development Company Limited( ), a limited liability companyestablished in the PRC on March 20, 2006 and our indirectwholly owned subsidiary

“Dalian Hi-Think” Dalian Hi-Think Computer Technology, Corp. (), a limited liability company established in the PRC

on May 23, 1996 and is owned as to 97.52% by variousIndependent Third Parties and 2.48% by Dalian Software ParkCo.

“Dalian Jiadao Information” Dalian Jiadao Information Co., Ltd. ( ), alimited liability company established in the PRC on June 20,2007 and our associated company

“Dalian Lanwan” Dalian Lanwan Property Company Limited (), a limited liability company established in the PRC

on March 14, 2008 and our indirect wholly owned subsidiary

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DEFINITIONS

“Dalian Lvshun Yida Sports” Dalian Lvshun Yida Sports Centre Company Limited (), a limited liability company established

in the PRC on July 26, 2011 and our indirect wholly ownedsubsidiary

“Dalian Qiantong” Dalian Qiantong Science & Technology Development Co., Ltd.( ), a limited liability companyestablished in the PRC on June 18, 2007 and our associatedcompany

“Dalian Qingyun Sky” Dalian Qingyun Sky Realty & Development Co., Ltd.( ), a limited liability companyestablished in the PRC on February 19, 2013 and ourassociated company

“Dalian Ruanjing” Dalian Ruanjing Gongyu Development Company Limited( ), a limited liability companyestablished in the PRC on August 15, 2008 and our indirectwholly owned subsidiary

“Dalian Ruisheng Software” Dalian Ruisheng Software Development Co., Ltd.( ), a limited liability companyestablished in the PRC on June 15, 2007 and our associatedcompany

“Dalian San Ann Real Estate” Dalian San Ann Real Estate Development Co., Ltd.( ), a limited liability companyestablished in the PRC on October 8, 2010 and our indirectwholly owned subsidiary

“Dalian San Yan Real Estate” Dalian San Yan Real Estate Development Co., Ltd.( ), a limited liability companyestablished in the PRC on October 8, 2010 and our indirectwholly owned subsidiary

“Dalian Service Outsourcing” Dalian Service Outsourcing Base Development CompanyLimited ( ), a limited liabilitycompany established in the PRC on May 13, 2008 and ourindirect wholly owned subsidiary

“Dalian Shengbei Development” Dalian Shengbei Development Company Limited (), a limited liability company established in the PRC

on January 31, 2013 and our indirect wholly owned subsidiary

“Dalian Shenghe Property” Dalian Shenghe Property Development Company Limited( ), a limited liability companyestablished in the PRC on July 8, 2009 and our indirect whollyowned subsidiary

“Dalian Shengyue Property” Dalian Shengyue Property Development Company Limited( ), a limited liability companyestablished in the PRC on June 25, 2010 and our indirectwholly owned subsidiary

“Dalian Software” Dalian Software Park Development Co., Ltd.( ), a limited liability company established

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DEFINITIONS

in the PRC on March 27, 2001 and is wholly owned by YidaGroup

“Dalian Software Park Ambo” Dalian Software Park Ambo Development Company Limited( ), a limited liability companyestablished in the PRC on April 19, 2010 and a joint venture ofour Group, which is owned as to 51% by Sichuan Yixing RealEstate, 40.06% by Crown Speed and 8.94% by Sino DelightInvestments Limited, an Independent Third Party

“Dalian Software Park Ascendas” Dalian Software Park Ascendas Development CompanyLimited ( ), a limited liability companyestablished in the PRC on November 11, 2004 and a jointventure of our Group, which is owned as to 50% by DalianSoftware Park Co. and 50% by Ascendas (China) PrivateLimited ( ) , an Independent Third Party

“Dalian Software Park Co.” Dalian Software Park Company Limited (), formerly known as Dalian Bohai Machinery Co., Ltd

( ), Dalian Yida Electrical Industrial Co.,Ltd. ( ), Yida Group Dalian SoftwarePark Development Co., Ltd. (

), Dalian Software Park DevelopmentCo., Ltd. ( ) and Dalian Software ParkTechnology Development Co., Ltd. (

), a limited liability company established in the PRC onJune 20, 1995 and our indirect wholly owned subsidiary

“Dalian Software Park Development” Dalian Software Park Development Company Limited (), a limited liability company established in

the PRC on September 5, 2008 and our indirect wholly ownedsubsidiary

“Dalian Software Park Hengrong” Dalian Software Park Hengrong Development CompanyLimited ( ), a limited liability companyestablished in the PRC on April 6, 2010 and our indirect whollyowned subsidiary

“Dalian Software Park Hengrui” Dalian Software Park Hengrui Development Company Limited( ), a limited liability companyestablished in the PRC on April 6, 2010 and our indirect whollyowned subsidiary

“Dalian Software Park InformationTechnology”

Dalian Software Park Information Technology Training Centre( ), a non-enterprise unit establishedin the PRC on August 25, 2005 and our indirect wholly ownedsubsidiary

“Dalian Software Park IntellectualProperty Consulting”

Dalian Software Park Intellectual Property Consulting Centre( ), a non-enterprise unitestablished in the PRC on November 30, 2006 and our indirectwholly owned subsidiary

“Dalian Software Park Rongda” Dalian Software Park Rongda Development Co., Ltd.( ), a limited liability companyestablished in the PRC on November 26, 2008 and ourassociated company

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DEFINITIONS

“Dalian Software Park Rongtai” Dalian Software Park Rongtai Development Co., Ltd.( ), a limited liability companyestablished in the PRC on November 26, 2008 and ourassociated company

“Dalian Software Park Rongyuan” Dalian Software Park Rongyuan Development Co., Ltd.( ), a limited liability companyestablished in the PRC on November 26, 2008 and ourassociated company

“Dalian Software Park Ruian” Dalian Software Park Ruian Co., Ltd. (), a limited liability company established in the

PRC on June 25, 2007 and our associated company

“Dalian Software Park RuianDevelopment”

Dalian Software Park Ruian Development Co., Ltd.( ), a limited liability companyestablished in the PRC on June 22, 2007 and our associatedcompany

“Dalian Software Park Shitong” Dalian Software Park Shitong Development Company Limited( ), a limited liability companyestablished in the PRC on April 19, 2010 and a joint venture ofour Group, which is owned as to owned as to 51% by SichuanYixing Real Estate, 40.06% by Crown Speed and as to 8.94%by Sino Delight Investments Limited, an Independent ThirdParty

“Dalian Software Park Zhongxing” Dalian Software Park Zhongxing Development Co., Ltd.( ), a limited liability companyestablished in the PRC on May 16, 2008 and our associatedcompany

“Dalian Tiandi” Business park located in Lvshun South Road Industry Belt,Dalian City, Liaoning Province

“Dalian Yida Construction” Dalian Yida Construction Engineering Company Limited( ), formerly known as Dalian YidaConstruction Corporation ( ), Yida GroupDalian Construction Co., Ltd. ( )and Dalian Yida Construction Work Co., Ltd.( ), a limited liability companyestablished in the PRC on September 10, 1992 and ourindirect wholly owned subsidiary

“Dalian Yida Deji” Dalian Yida Deji Decoration Engineering Company Limited( ), a limited liability companyestablished in the PRC on March 1,1985 and a joint venture ofour Group which is owned as to 50% by Dalian YidaConstruction and 50% by Pat Davie Ltd. ( ),which in turn is owned as to 92% by SOCAM DevelopmentLtd., a company which is owned as to 4.26% by Mr. SunYinhuan, our executive Director and one of our ControllingShareholders

“Dalian Yida Development” Dalian Yida Development Company Limited () (formerly known as Dalian Fuhua Real Estate Co., Ltd

— 18 —

DEFINITIONS

( ) and Dalian Fuhua CommercialManagement Co., Ltd. ( ), a limitedliability company established in the PRC on November 27,1992 and our indirect wholly owned subsidiary

“Dalian Yida Electrical” Dalian Yida Electrical Installation Company Limited( ), a limited liability companyestablished in the PRC on January 31, 1997 and our indirectwholly owned subsidiary

“Dalian Yida Information” Dalian Yida Information Consulting Company Limited( ), a limited liability companyestablished in the PRC on April 6, 2010 and our indirect whollyowned subsidiary

“Dalian Yida Jincheng” Dalian Yida Jincheng Development Company Limited( ), a limited liability companyestablished in the PRC on May 18, 2011 and our indirectwholly owned subsidiary

“Dalian Yida Landscaping” Dalian Yida Landscaping Engineering Company Limited( ), formerly known as Dalian YidaLandscaping Works Co., Ltd. ( ), alimited liability company established in the PRC on March 23,1999 and our indirect wholly owned subsidiary

“Dalian Yida Management” Dalian Yida Management Consulting Co., Ltd.( ), a limited liability companyestablished in the PRC on July 12, 2013 and our indirectwholly owned subsidiary

“Dalian Yida Meijia” Dalian Yida Meijia Property Development Company Limited( ), a limited liability companyestablished in the PRC on April 21, 2006 and our indirectwholly owned subsidiary

“Dalian Yida Property” Dalian Yida Property Company Limited (), formerly known as China Physical Construction

Dalian Property Development Corporation( ), China Dalian HuadianProperty Development Co., Ltd. ( ),Dalian Property Development Corporation ( ),Dalian Yida Property Development Corporation( ), Yida Group Dalian PropertyDevelopment Co., Ltd. ( ) andDalian Yida Property Development Corporation( ), a limited liability companyestablished in the PRC on May 14, 1988 and our indirectwholly owned subsidiary

“Dalian Yida Property Management” Dalian Yida Property Management Company Limited( ), a limited liability companyestablished in the PRC on June 26, 2000 and our indirectwholly owned subsidiary

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DEFINITIONS

“Dalian Yida Services” Dalian Yida Services Consulting Company Limited (), a limited liability company established in

the PRC on July 9, 2013 and our indirect wholly ownedsubsidiary

“Dalian Yihong Property” Dalian Yihong Property Development Company Limited( ), a limited liability companyestablished in the PRC on December 22, 2010 and a jointventure of our Group which is owned as to 51% by CapitalChain Holdings and 49% by Dalian Yida Property

“Dalian Yitong Property” Dalian Yitong Property Development Company Limited( ), a limited liability companyestablished in the PRC on August 25, 2010 and our indirectwholly owned subsidiary

“Dalian Yize Property” Dalian Yize Property Development Company Limited( ), a limited liability companyincorporated in the PRC on December 22, 2010 and a jointventure of our Group which is owned as to 51% by BetterChance Investments and 49% by Dalian Yida Property

“Dalian Zhongjia Commerce” Dalian Zhongjia Commerce Co., Ltd. ( ), alimited liability company established in the PRC on June 22,2011 and our associated company

“Director(s)” the director(s) of our Company

“Domain Creation” Domain Creation Limited ( ), a limited liabilitycompany incorporated in the BVI on July 16, 2009 and ourindirect wholly owned subsidiary

“DTZ” DTZ Debenham Tie Leung Limited, an independentprofessional surveyor and property valuer

“DTZ Shanghai” DTZ Debenham Tie Leung International Property Advisers(Shanghai) Co., Ltd., an independent industry consultant

“DTZ Report” the report prepared by DTZ Shanghai dated the date hereofthat was commissioned by our Company in connection withthe Global Offering

“Eagle Fit” Eagle Fit Limited ( ), a limited liability companyincorporated in the BVI on May 19, 2009 and a joint venture ofour Group which is owned as to 65% by Noble Pearl Limited,an Independent Third Party and 35% by Keen Hero

“Elite City” Elite City Limited, a limited liability company incorporated inthe BVI on August 8, 2005 and our indirect non-wholly ownedsubsidiary

“Everest Everlasting” Everest Everlasting Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is whollyowned by Mr. Chen Wen ( ), an employee of our Group

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DEFINITIONS

“Everest Excellence” Everest Excellence Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is whollyowned by Mr. Gao Wei ( ), an executive Director

“Everest Grace” Everest Grace Limited, a limited liability company incorporatedin the BVI on November 19, 2013 and is wholly owned byMs. Ma Lan ( ), an employee of our Group

“Everest Harmony” Everest Harmony Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is whollyowned by Mr. Sun Yinfu ( ), an employee of our Groupand a brother of Mr. Sun Yinhuan

“Everest Talent” Everest Talent Limited, a limited liability company incorporatedin the BVI on November 19, 2013 and is wholly owned byMr. Sun Yansheng ( ), an executive Director

“Everhigh Investments” Everhigh Investments Limited ( ), a limitedliability company established in the BVI on March 28, 2007 andis owned as to 90% by Right Leap and as to 10% by RightMind

“Extended Group” the Group, the Joint Ventures and the Associated Companies

“Famous Profit” Famous Profit International Limited ( ), a limitedliability company incorporated in the BVI on November 21,2007 and our direct wholly owned subsidiary

“Fine Harmony” Fine Harmony Limited, a limited liability company incorporatedin the BVI on November 19, 2013 and is wholly owned byMr. Qin Xuesen ( ), an employee of our Group

“FIREE” Foreign Invested Real Estate Enterprises established pursuantto the Opinion on Regulating the Access and Management ofForeign Capital in the Real Estate Market( ) issued by the Ministryof Construction, MOFCOM, NDRC, PBOC, the SAIC and SAFEon July 11, 2006

“Gang Xin” Gang Xin Limited ( ), a limited liability companyincorporated in the BVI on June 1, 2010 and our indirect whollyowned subsidiary

“Garco Investment” Garco Investment Limited ( ), a limited liabilitycompany incorporated in Hong Kong on April 12, 2007 and ourassociated company

“GDP” gross domestic product

“Global Offering” the Hong Kong Public Offering and the International Offering

“Grace Everlasting” Grace Everlasting Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is whollyowned by Ms. Sun Qi ( ), the daughter of Mr. Sun Yinhuan

“Grace Excellence” Grace Excellence Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is wholly

— 21 —

DEFINITIONS

owned by Mr. Jiang Xiuwen ( ), an executive Director anda nephew of Mr. Sun Yinhuan and Mr. Sun Yinfeng

“Grace Sky Harmony” Grace Sky Harmony Limited, a limited liability companyincorporated in the BVI on November 20, 2013 and is ownedas to 34.517% by Mighty Equity, 34.446% by Keen Peak and31.037% by Keen Everlasting

“Grand Create” Grand Create Limited, a limited liability company incorporatedin the BVI on November 19, 2013 and is wholly owned byMr. Sun Yinfeng ( ), an executive Director and a brother ofMr. Sun Yinhuan

“GREEN application form(s)” the application form(s) to be completed by the White FormeIPO Service Provider, Computershare Hong Kong InvestorServices Limited

“Group” or “our Group” our Company and our subsidiaries or, where the context sorequires, in respect of the period before our Company becamethe holding company of our present subsidiaries, the businessoperated by such subsidiaries or their predecessors (as thecase may be)

“Harmony Everlasting” Harmony Everlasting Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is whollyowned by Mr. Sun Tongmin ( ), the son of Mr. SunYinhuan

“HK$” or “Hong Kong dollars”or “HK dollars” or “cents”

Hong Kong dollars and cents respectively, the lawful currencyof Hong Kong

“HKFRSs” Hong Kong Financial Reporting Standards

“HKSCC” Hong Kong Securities Clearing Company Limited, a whollyowned subsidiary of Hong Kong Exchanges and ClearingLimited

“HKSCC Nominees” HKSCC Nominees Limited, a wholly owned subsidiary ofHKSCC

“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Offer Shares” the 58,000,000 Shares initially offered by our Company forsubscription pursuant to the Hong Kong Public Offering(subject to adjustments as described in the section headed“Structure of the Global Offering” in this prospectus)

“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription by thepublic in Hong Kong at the Offer Price on the terms andconditions described in this prospectus and the ApplicationForms

“Hong Kong Share Registrar” Computershare Hong Kong Investor Services Limited

“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed in thesection headed “Underwriting — Hong Kong Underwriters” inthis prospectus

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DEFINITIONS

“Hong Kong UnderwritingAgreement”

the underwriting agreement dated June 16, 2014 relating to theHong Kong Public Offering and entered into by, among others,our Company, the Sole Sponsor, the Joint GlobalCoordinators, the Joint Bookrunners, the Joint Lead Managersand the Hong Kong Underwriters as further described in thesection headed “Underwriting — Underwriting Arrangementsand Expenses — The Hong Kong Public Offering” in thisprospectus

“Hopeful Zone Investments” Hopeful Zone Investments Limited ( ), a limitedliability company incorporated in the BVI on February 9, 2007and our associated company

“Independent Third Parties” individual(s) or company(ies) not connected with (within themeaning of the Listing Rules) any directors, chief executive orsubstantial shareholders of our Company or any of itssubsidiaries or any of their respective associates

“International Offer Shares” the 522,000,000 Shares initially offered by our Companypursuant to the International Offering for subscription at theOffer Price pursuant to the International Offering together with,where relevant, any additional Shares which may be issued byour Company pursuant to the exercise of the Over-allotmentOption (subject to adjustments as described in the sectionheaded “Structure of the Global Offering” in this prospectus)

“International Offering” the offer of the International Offer Shares by the InternationalUnderwriters at the Offer Price outside the United States inoffshore transactions in accordance with Regulation S and inthe United States to QIBs only in reliance on Rule 144A or anyother available exemption from registration under the U.S.Securities Act, as further described in the section headed“Structure of the Global Offering” in this prospectus

“International Underwriters” the group of international underwriters that is expected toenter into the International Underwriting Agreement tounderwrite the International Offering

“International UnderwritingAgreement”

the underwriting agreement expected to be entered into on oraround June 20, 2014 by, among others, our Company, theJoint Global Coordinators, the Joint Bookrunners and theInternational Underwriters in respect of the InternationalOffering, as further described in the section headed“Underwriting — Underwriting Arrangements and Expenses —The International Offering” in this prospectus

“Joint Bookrunners” Deutsche Bank AG, Hong Kong Branch, Citigroup GlobalMarkets Asia Limited, Morgan Stanley Asia Limited, CMBInternational Capital Limited, CCB International CapitalLimited, GF Securities (Hong Kong) Brokerage Limited

“Joint Global Coordinators” Deutsche Bank AG, Hong Kong Branch, Citigroup GlobalMarkets Asia Limited, Morgan Stanley Asia Limited

“Joint Lead Managers” Deutsche Bank AG, Hong Kong Branch, Citigroup GlobalMarkets Asia Limited, Morgan Stanley Asia Limited, CMB

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DEFINITIONS

International Capital Limited, CCB International CapitalLimited, GF Securities (Hong Kong) Brokerage Limited

“Joint Ventures” Dalian Software Park Ambo, Dalian Software Park Shitong,Dalian Software Park Ascendas, Wuhan New Software ParkCo., Dalian Yida Deji, Dalian Yize Property, Dalian YihongProperty, Eagle Fit, Dalian Qingyun Sky, Beijing Qixia,Panasonic Yida, Wuhan Chuntian and Wuhan Ruanjing and“Joint Venture” mean any of them

“Jolly Creation” Jolly Creation Limited ( ), a limited liability companyincorporated in the BVI on July 30, 2009 and our indirectwholly owned subsidiary

“Keen Everlasting” Keen Everlasting Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is whollyowned by Ms. Yang Kangning ( ), an employee of ourGroup

“Keen Everlasting Harmony” Keen Everlasting Harmony Limited, a limited liability companyincorporated in the BVI on November 20, 2013 and is ownedas to 50% by Harmony Everlasting and 50% by GraceEverlasting

“Keen Harmony” Keen Harmony Limited, a limited liability companyincorporated in the BVI on November 20, 2013 and is ownedas to 42.105% by Grand Create, 31.579% by Kind Source and26.316% by Kind Everest

“Keen Hero” Keen Hero International Limited ( ), a limitedliability company incorporated in the BVI on July 20, 2009 andour indirect wholly owned subsidiary

“Keen High Keen Source” Keen High Keen Source Limited, a limited liability companyincorporated in the BVI on November 20, 2013 and is ownedas to 42.98% by Grace Excellence, 28.653% by WonderfulHigh, 11.461% by Everest Grace, 7.163% by Wonderful Well,4.298% by Wonderful Hero, 2.579% by Everest Everlasting,1.433% by Prosper Grace and 1.433% by Fine Harmony

“Keen Peak” Keen Peak Limited, a limited liability company incorporated inthe BVI on November 19, 2013 and is wholly owned byMs. Xu Dangchun ( ), an employee of our Group

“Keen Sky Grace” Keen Sky Grace Limited, a limited liability companyincorporated in the BVI on November 20, 2013 and is ownedas to 37.5% by Everest Talent, 25% by Everest Harmony, 25%by Everest Excellence and 12.5% by Prosper Hero

“Kind Everest” Kind Everest Limited, a limited liability company incorporatedin the BVI on November 19, 2013 and is wholly owned byMr. Wang Ruosong ( ), an employee of our Group

“King Equity” King Equity Holdings Limited ( ), a limitedliability company incorporated in Hong Kong on November 10,2005 and our indirect wholly owned subsidiary

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DEFINITIONS

“Kind Source” Kind Source Limited, a limited liability company incorporatedin the BVI on November 19, 2013 and is wholly owned byMr. Wen Hongyu ( ), an executive Director

“Latest Practicable Date” June 10, 2014, being the latest practicable date prior to theprinting of this prospectus for the purpose of ascertainingcertain information contained in this prospectus

“Liaoning Jiaye” Liaoning Jiaye Real Estate Development Company Limited( ), a limited liability companyestablished in the PRC on August 5, 2005 and our indirectwholly owned subsidiary

“Listing” the listing of our Shares on the Main Board of the StockExchange

“Listing Committee” the Listing Committee of the Stock Exchange

“Listing Date” the date, expected to be on or around Friday, June 27, 2014,on which our Shares are listed and from which dealings thereinare permitted to take place on the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on The StockExchange of Hong Kong Limited

“Macau” the Macau Special Administrative Region of the PRC

“Main Board” the stock market (excluding the option market) operated by theStock Exchange which is independent from and operated inparallel with the Growth Enterprise Market of the StockExchange

“Many Gain International” Many Gain International Limited ( ), a limitedliability company incorporated in the BVI on January 8, 2007and our direct wholly owned subsidiary

“Memorandum” or “Memorandum ofAssociation”

the memorandum of association of our Company, conditionallyadopted on June 1, 2014 and as amended from time to time, asummary of which is set out in Appendix IV to this prospectus

“Mighty Equity” Mighty Equity Limited, a limited liability company incorporatedin the BVI on November 19, 2013 and is wholly owned byMr. Wang Gang ( ), an employee of our Group

“MLR” Ministry of Land and Resources of the PRC( )

“MOFCOM” Ministry of Commerce of the PRC ( )

“MOHURD” Ministry of Housing and Urban-Rural Development of the PRC

“Most Lead” Most Lead Investments Limited ( ), a limitedliability company incorporated in Hong Kong on June 22, 2009and our indirect wholly owned subsidiary

“New Culture Development” New Culture Development Company Limited( ) (formerly known as Eternal Capital

— 25 —

DEFINITIONS

Investment Limited ( )), a limited liabilitycompany incorporated in Hong Kong on November 3, 2004and is wholly owned by Elite City

“Noble Joy” Noble Joy Holdings Limited ( ), a limited liabilitycompany incorporated in Hong Kong on May 3, 2010 and ourindirect wholly owned subsidiary

“Nomination Committee” the nomination committee of the Board

“Offer Price” the final offer price per Offer Share in Hong Kong dollars(exclusive of brokerage of 1%, SFC transaction levy of 0.003%and Stock Exchange trading fee of 0.005%) to be determinedin the manner further described in the section headed“Structure of the Global Offering — Pricing and Allocation” inthis prospectus

“Offer Share(s)” the Hong Kong Offer Shares and the International Offer Sharestogether with, where relevant, any additional Shares whichmay be issued by our Company pursuant to the exercise of theOver-allotment Option

“Over-allotment Option” the option expect to be granted by our Company to theInternational Underwriters, exercisable by the Joint GlobalCoordinators (on behalf of the International Underwriters)pursuant to the International Underwriting Agreement,pursuant to which our Company may be required to allot andissue up to an aggregate of 87,000,000 additional Shares atthe Offer Price to cover over-allocations in the InternationalOffering, if any

“Panasonic Yida” Panasonic Yida Decoration Co., Ltd. ( ),formerly known as Panasonic Yida Decoration (Dalian) Co.,Ltd. ( ) and Dalian MatsushitaElectric Works Yida Decoration Co., Ltd. (

), a limited liability company established in the PRCon January 17, 2003 and a joint venture of our Group, which isowned as to 49% by Dalian Yida Services and 51% byPanasonic Corporation of China Co., Ltd., an IndependentThird Party save for its equity interest in Panasonic Yida

“PBOC” People’s Bank of China ( )

“PRC Government” or “State” the central government of the PRC, including all governmentalsubdivisions (including provincial, municipal and other regionalor local government entities) and its organs or, as the contextrequires, any of them

“PRC Legal Advisor” Commerce & Finance Law Offices, the legal advisor to ourCompany as to the laws of the PRC

“Pre-IPO Investments” the investments made by each of Keen Harmony, Keen SkyGrace, Keen High Keen Source and Grace Sky Harmony onNovember 27, 2013, details of which are set out in the sectionheaded “History, Reorganization and Corporate Structure —Reorganization — Pre-IPO Investments” in this prospectus

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DEFINITIONS

“Price Determination Agreement” the agreement to be entered into by the Joint GlobalCoordinators (on behalf of the Hong Kong Underwriters) andour Company on the Price Determination Date to record andfix the Offer Price

“Price Determination Date” the date, expected to be on or around June 20, 2014 (HongKong time) on which the Offer Price is determined, or suchlater time as the Joint Global Coordinators (on behalf of theUnderwriters) and our Company may agree, but in any eventno later than June 24, 2014

“Prime Asset” Prime Asset Investment Limited ( ), a limitedliability company incorporated in Hong Kong on April 2, 2004and a subsidiary of Eagle Fit, our joint venture

“Prosper Grace” Prosper Grace Limited, a limited liability company incorporatedin the BVI on November 19, 2013 and is wholly owned byMr. Yu Dahai ( ), an employee of our Group

“Prosper Hero” Prosper Hero Limited, a limited liability company incorporatedin the BVI on November 19, 2013 and is wholly owned byMr. Sun Guangyu ( ), an employee of our Group

“QIB” a qualified institutional buyer within the meaning of Rule 144A

“R&D” research and development

“Regulation S” Regulation S under the U.S. Securities Act

“Remuneration Committee” the remuneration committee of the Board

“Reorganization” the reorganization arrangements undertaken by our Group inpreparation for the Listing, details of which are set out in thesection headed “History, Reorganization and CorporateStructure” in this prospectus

“Richcoast Group” Richcoast Group Limited ( ), a limited liabilitycompany incorporated in the BVI on March 28, 2007 and isowned as to 61.54% by Innovate Zone Group Limited, awholly owned subsidiary of Shui On Land Limited (whichwould have been an Independent Third Party but for its interestin this company), 28.2% by Main Zone Group Limited, a whollyowned subsidiary of SOCAM Development Limited (whichwould have been an Independent Third Party but for its interestin this company), and 10.26% by Many Gain International

“Right Leap” Right Leap Investments Limited ( ), a limitedliability company incorporated in the BVI on January 19, 2007and is wholly owned by Cheng Huiyan ( ) on trust forMr. Sun Yinhuan

“Right Mind” Right Mind Investments Limited ( ), a limitedliability company incorporated in the BVI on February 2, 2007and is owned as to 50% by each of Ms. Ma Lan ( ) andMr. Sun Yansheng ( ) on trust for Mr. Sun Yinhuan

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DEFINITIONS

“Right Won” Right Won Management Limited ( ), a limitedliability company incorporated in the BVI on April 13, 2007 andwholly owned by Mr. Sun Yinhuan, one of our ControllingShareholders

“RMB” or “Renminbi” the lawful currency of the PRC

“Rule 144A” Rule 144A under the U.S. Securities Act

“SAFE” State Administration of Foreign Exchange of the People’sRepublic of China ( )

“SAIC” State Administration of Industry and Commerce of the PRC( )

“SAT” State Administration of Taxation of the People’s Republic ofChina ( )

“SFC” the Securities and Futures Commission of Hong Kong

“SFO” or “Securities and FuturesOrdinance”

the Securities and Futures Ordinance (Chapter 571 of the Lawsof Hong Kong), as amended or supplemented from time totime

“Shanghai Newtouch” Shanghai Newtouch Software Co., Ltd. ( ), alimited liability company established in the PRC on June 4,1994 and is owned as to 91.22% by ten Independent ThirdParties and 8.78% by Dalian Software Park Co.

“Shanghai SASAC” State-owned Assets Supervision and AdministrationCommission of Shanghai

“Share Option Scheme” the share option scheme conditionally adopted by the writtenresolutions of the Shareholders of our Company passed onJune 1, 2014, the principal terms of which are summarized inthe section headed “Statutory and General Information —D. Other Information — 1. Share Option Scheme” in AppendixV to this prospectus

“Shareholder(s)” holder(s) of our Shares

“Shares” ordinary share(s) in the capital of our Company with nominalvalue of US$0.01 each

“Shenyang Yida PropertyManagement”

Shenyang Yida Property Management Company Limited( ), a limited liability companyestablished in the PRC on August 2, 2004 and our indirectwholly owned subsidiary

“Sichuan Yixing Real Estate” Sichuan Yixing Real Estate Development Company Limited( ), a limited liability companyestablished in the PRC on April 28, 2003 and our indirectwholly owned subsidiary

“Sinoco Investment” Sinoco Investment Limited ( ), a limited liabilitycompany incorporated in Hong Kong on April 4, 2007 and ourassociated company

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DEFINITIONS

“SME” small and medium enterprises

“Sole Sponsor” or “Sponsor” Deutsche Securities Asia Limited

“SOM” Skidmore, Owings & Merrill LLP

“State Council” the PRC State Council ( )

“Stabilizing Manager” Deutsche Bank AG, Hong Kong Branch

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“subsidiaries” has the meaning ascribed thereto in section 15 of theCompanies Ordinance

“substantial shareholder” has the meaning ascribed thereto in the Listing Rules

“Success Path” Success Path Holdings Limited ( ), a limitedliability company incorporated in Hong Kong on June 8, 2010and our indirect wholly owned subsidiary

“Teamachieve Holdings” Teamachieve Holdings Limited ( ), a limitedliability company incorporated in the BVI on March 29, 2007and our associated company

“Tennick Holdings” Tennick Holdings Limited ( ), a limited liabilitycompany incorporated in the BVI on March 2, 2007 and ourassociated company

“Timeglobe Holdings” Timeglobe Holdings Limited ( ), a limited liabilitycompany incorporated in the BVI on March 15, 2007 and ourassociated company

“Track Record Period” the period comprising the financial years ended December 31,2011, 2012 and 2013

“True Treasure” True Treasure Holdings Limited ( ), a limitedliability company incorporated in Hong Kong on May 19, 2010and our indirect wholly owned subsidiary

“Underwriters” the Hong Kong Underwriters and the InternationalUnderwriters

“Underwriting Agreements” the Hong Kong Underwriting Agreement and the InternationalUnderwriting Agreement

“U.S.” or “United States” the United States of America, its territories, its possessionsand all areas subject to its jurisdiction

“US$,” “USD” or “U.S. dollars” United States dollars, the lawful currency for the time being ofthe United States

“U.S. Securities Act” the United States Securities Act of 1933, as amended andsupplemented or otherwise modified from time to time, andthe rules and regulations promulgated thereunder

“White Form eIPO” the application for Hong Kong Offer Shares to be issued in theapplicant’s own name by submitting applications online

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DEFINITIONS

through the designated website of White Form eIPO atwww.eipo.com.hk

“White Form eIPO Service Provider” Computershare Hong Kong Investor Services Limited

“Wonderful Hero” Wonderful Hero Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is whollyowned by Ms. Chu Xiaoli ( ), an employee of our Group

“Wonderful High” Wonderful High Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is whollyowned by Mr. Wang Haolin ( ), an employee of our Group

“Wonderful Well” Wonderful Well Limited, a limited liability companyincorporated in the BVI on November 19, 2013 and is whollyowned by Mr. Liu Dashun ( ), an employee of our Group

“Wuhan Chuntian” Wuhan Chuntian Real Estate Development Company Limited( ), a limited liability companyestablished in the PRC on November 12, 2013 and a whollyowned subsidiary of Wuhan New Software Park Co.

“Wuhan First City” business park developed by Wuhan New Software Park Co.

“Wuhan New Software Park Co.” Wuhan New Software Park Development Company Limited( ), a limited liability companyestablished in the PRC on May 15, 2012 and a joint venture ofour Group which is owned as to 50% by Dalian Software ParkCo., 25% by Hubei United Development Investment GroupCo., Ltd. ( ), an Independent ThirdParty, and 25% by Wuhan East Lake High-tech Group Co.,Ltd.( ), an Independent Third Party

“Wuhan Optical Valley SoftwarePark”

a large business park for software companies located in HongShan District of Wuhan City, Hubei Province

“Wuhan Ruanjing” Wuhan Ruanjing Real Estate Development Company Limited( ), a limited liability companyestablished in the PRC on November 12, 2013 and a whollyowned subsidiary of Wuhan New Software Park Co.

“Yida Group” Yida Group Co., Ltd. ( ), formerly known asDalian Yida Corporation ( ), Dalian Yida GroupCo., Ltd. ( ), a limited liability companyestablished in the PRC on September 8, 1992 and is ultimatelywholly owned by Mr. Sun Yinhuan

“Yida Holdings” Yida Holdings Limited ( ) (formerly known asBeijing Yida Investment Co., Ltd ( )), alimited liability company established in the PRC on January 5,2011 and is wholly owned by Yida Group

“%” per cent.

The English translation of the PRC entities, enterprises, nationals, facilities, regulations in Chineseor another language included in this prospectus is for identification purposes only. To the extent thereis any inconsistency between the Chinese names of the PRC entities, enterprises, nationals, facilities,regulations and their English translations, the Chinese names shall prevail.

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