DEFINITIONS

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

“Application Form(s)” WHITE Application Form(s) and YELLOW Application Form(s), or where the context so requires, any of them, relating to the Hong Kong Public Offering

“Articles” the articles of association of our Company, conditionally adopted on January 10, 2008, to become effective upon the Listing, and as amended from time to time, a summary of which is set out in Appendix V to this prospectus

“Board” the board of Directors of our Company

“BVI” the British Virgin Islands

“Capitalization Issue” the issue of 3,749,999,999 new Shares to be made upon capitalization of certain sums standing to the credit of the share premium account of our Company referred to in the section entitled “Appendix VI — Statutory and General Information — Further information about our Company”

“Cayman Islands Companies Law” the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

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

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

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

“CCASS Investor Participant” a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation

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

“Chengshang” Chengshang Group Co., Ltd. ( ), previously known as Chengdu People’s Department Store (Group) Co., Ltd. ( ), a joint stock limited company established in the PRC and listed on the Shanghai Stock Exchange, under stock code 600828. At the Latest Practicable Date, Chengshang was owned as to 69.23% by our Group

“” or “PRC” the People’s Republic of China excluding, for the purpose of this prospectus, Hong Kong, the Macau Special Administrative Region of China and Taiwan

“Company” or “our Company” Maoye International Holdings Limited ( ), a limited liability company incorporated in the Cayman Islands on

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August 8, 2007 and, except where the context otherwise requires, all of its subsidiaries, or where the context so requires, in respect of the period before Maoye International Holdings Limited became the holding company of its present subsidiaries, its present subsidiaries and the businesses carried on by its subsidiaries or (as the case may be) its predecessors

“Controlling Shareholder” MOY International and/or, except where the context otherwise requires, Mr. Huang

“Controlling Shareholder Group” Mr. Huang, any of his associates and companies majority- owned or controlled by Mr. Huang and his associates, including MOY International, Maoye Holdings Limited and Richon, but other than our Group

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

“Excluded Stores” the Maoye Jiefangbei Store and the Maoye Wuxi Store

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

“Goldman Sachs” or Goldman Sachs (Asia) L.L.C. “Bookrunner” or “Sponsor” or “Global Coordinator” or “Lead Manager”

“Greater China” China, Hong Kong, the Macau Special Administrative Region of China and Taiwan

“Group”, “we” or “us” one or more of our Company and our subsidiaries as the context may require, and “our” shall be construed accordingly

“HK$” or “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong

“HKSCC” Hong Kong Securities Clearing Company Limited

“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC

“HKSFC” the Securities and Futures Commission of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of China

“Hong Kong Companies the Companies Ordinance, Chapter 32 of the Laws of Hong Ordinance” Kong, as amended and supplemented from time to time

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (as amended from time to time)

“Hong Kong Offer Shares” the 125,000,000 new Shares being initially offered by our Company for subscription at the Offer Price pursuant to the Hong Kong Public Offering (subject to reallocation as described in the section headed “Structure of the Global Offering” in this prospectus)

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“Hong Kong Public Offering” the issue and offer for subscription of the Hong Kong Offer Shares to the public in Hong Kong for cash at the Offer Price subject to and in accordance with the terms and conditions described in this prospectus and the Application Forms, as further described in the paragraph headed “The Hong Kong Public Offering” under the section headed “Structure of the Global Offering” in this prospectus

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of the Hong Kong Exchanges and Clearing Limited

“Hong Kong Underwriters” the underwriters listed in the paragraph headed “Hong Kong Underwriters” under the section headed “Underwriting” in this prospectus, being the underwriters of the Hong Kong Public Offering

“Hong Kong Underwriting the underwriting agreement relating to the Hong Kong Public Agreement” Offering and entered into by, among others, the Global Coordinator, the Hong Kong Underwriters and our Company, as further described in the paragraph headed “Underwriting arrangements and expenses” under the section headed “Underwriting” in this prospectus

“Independent Third Party” an individual or a company who or which is not connected with (within the meaning of the Hong Kong Listing Rules) any Directors, general manager, deputy general manager or substantial shareholders of our Company, our subsidiaries or any of our respective associates

“International Offer Shares” the 1,125,000,000 new Shares initially being offered by our Company for subscription under the International Offering together, where relevant, with any Shares that may be issued by our Company pursuant to any exercise of the Over-allotment Option, subject to reallocation as described in the section headed “Structure of the Global Offering” in this prospectus

“International Offering” the conditional placing of the International Offer Shares by the International Underwriters with professional, institutional and/or other investors at the Offer Price, as further described in the section headed “Structure of the Global Offering” in this prospectus

“International Underwriters” several underwriters of the International Offering

“International Underwriting the international underwriting agreement relating to the Agreement” International Offering expected to be entered into by, among others, the Global Coordinator, the International Underwriters and our Company, as further described in the paragraph headed “International Offering” under the section headed “Underwriting” in this prospectus

“Latest Practicable Date” January 9, 2008, being the latest practicable date for the purpose of ascertaining certain information contained in this prospectus prior to its publication

“Listing” listing of the Shares on the Main Board

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“Listing Date” the date, expected to be on or about February 1, 2008, on which the Shares are listed and from which dealings therein are permitted to take place on the Hong Kong Stock Exchange

“Maoye Group” Maoye Group Company Limited ( ), a limited liability company incorporated in Hong Kong on March 30, 1993, which is a member of the Controlling Shareholder Group

“Maoye Holdings Limited” Maoye Holdings Limited, an investment holding company incorporated in the BVI with limited liability on June 25, 2007, which is wholly-owned by Mr. Huang. Maoye Holdings Limited is a member of the Controlling Shareholder Group

“MOY International” MOY International Holdings Limited, an investment holding company incorporated in the BVI with limited liability on December 12, 2000, which is wholly-owned by Mr. Huang. MOY International is a member of the Controlling Shareholder Group

“Maoye Investment” Maoye Department Store Investment Limited, an investment holding company incorporated in the BVI with limited liability on July 25, 2007, which is wholly-owned by MOY International. Maoye Investment is the holder of approximately 75% of our issued share capital immediately after completion of the Global Offering (assuming that the Over-allotment Option is not exercised)

“Main Board” the stock exchange (excluding the option market) operated by the Hong Kong Stock Exchange which is independent from and operated in parallel to the Growth Enterprise Market of the Hong Kong Stock Exchange

“Memorandum” the memorandum of association of our Company, conditionally adopted on January 10, 2008 to became effective upon the Listing and as amended from time to time, a summary of which is set out in Appendix V to this prospectus

“Mr. Huang” Mr. Huang Mao Ru, an executive Director and our controlling shareholder, and the husband of Mrs. Huang

“Mrs. Huang” Mrs. Huang Jingzhang, a non-executive Director, and the wife of Mr. Huang

“Offer Price” the final offer price per Offer Share (exclusive of a brokerage fee of 1.0%, the HKSFC transaction levy of 0.004% and the Hong Kong Stock Exchange trading fee of 0.005%) of not more than HK$5.65 and expected to be not less than HK$4.35, such price to be agreed upon by our Company and the Global Coordinator (on behalf of the Underwriters) on or before the Price Determination Date

“Offer Shares” the Hong Kong Offer Shares and the International Offer Shares

“Over-allotment Option” the option to be granted by our Company to the International Underwriters under the International Underwriting Agreement, pursuant to which our Company may be required to allot and issue up to an aggregate of 187,500,000 Shares (representing

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15% in aggregate of the Shares initially being offered under the Global Offering) at the Offer Price to, among other things, cover over-allocations in the International Offering, the details of which are described in the section headed “Structure of the Global Offering” in this prospectus

“PRC Companies law” the Companies Law of China as enacted by the Standing Committee of the 8th National People’s Congress on December 29, 1993, which became effective on July 1, 1994, as amended, supplemented or otherwise modified from time to time

“PRC government” the central government of China, including all governmental subdivisions (including provincial, municipal and other regional or local government entities)

“Price Determination Agreement” the agreement to be entered into among our Company and the Global Coordinator (on behalf of the Underwriters) at the Price Determination Date to record and fix the Offer Price

“Price Determination Date” on or before Friday, January 25, 2008 or such later date as may be agreed by our Company and the Global Coordinator (on behalf of the Underwriters) at which time the Offer Price is determined

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

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

“Reorganization” the reorganization of our Group in anticipation of the Listing, the details of which are set out in the section headed “History and Development – The Reorganization” in this prospectus

“Richon” Richon Holdings Limited, a company incorporated in the BVI and wholly-owned by Mr. Huang. Richon is a member of the Controlling Shareholder Group

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

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

“SAFE” The State Administration of Foreign Exchange of China ( ), the PRC governmental agency responsible for matters relating to foreign exchange administration

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended and supplemented from time to time

“Shares” ordinary shares in our Company with a nominal value of HK$0.10 each

“SZ Maoye Group” Maoye (Group) Company Limited ( ), a limited liability incorporated in

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the PRC on May 5, 1995, which is a member of the Controlling Shareholder Group

“Total Department Store Revenue” the sum of commission from concessionaire sales, revenue from direct sales, and rental income from store leases at our department stores

“Total Sales Proceeds” the sum of total sales proceeds from concessionaire sales and revenue from direct sales at our department stores

“Track Record Period” 2004, 2005, 2006 and the nine months ended September 30, 2007

“Underwriters” the Hong Kong Underwriters and the International Underwriters

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

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

“U.S. Securities Act” or the United States Securities Act of 1933, as amended from time “Securities Act” to time

“US$” or “US dollars” United States dollars, the lawful currency of the United States

In this prospectus, we refer to our self-run or managed department stores by the store’s brand name (i.e., Maoye or Chengshang) and city; where we have multiple stores in a city, we also include the location within the city in our reference to the store. For example, the Chengshang Chengdu Yanshikou Store refers to the Chengshang-branded department store located at Yanshikou in Chengdu, Sichuan Province, and the Maoye Zhuhai Store refers to the only Maoye-branded department store in Zhuhai, Province.

In this prospectus, the terms “associate”, “connected person”, “connected transaction”, “controlling shareholder”, “independent third party”, “subsidiary” and “substantial shareholder” shall have the meanings given to such terms in the Hong Kong Listing Rules, unless the context otherwise requires.

In this prospectus, unless otherwise stated, certain amounts denominated in Renminbi have been translated into HK dollars or US dollars and vice versa at an exchange rate of RMB0.9321 = HK$1.00 or RMB7.2625 = US$1.00, respectively, and certain amounts denominated in US dollars have been translated into HK dollars and vice versa at an exchange rate of US$1.00 = HK$7.8053, in each case, for illustration purposes only. Such conversions shall not be construed as representations that amounts in Renminbi or US dollars were or may have been converted into those currencies and vice versa at such rates or any other exchange rates.

Certain amounts and percentage figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

In this prospectus, if there is any inconsistency between the Chinese names of the entities or enterprises established in China and their English translations, the Chinese names shall prevail. English translations of company names in Chinese or another language which are marked with “*” and Chinese translations of company names in English which are marked with “*” are for identification purposes only.

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