THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

In this [REDACTED], unless the context otherwise requires, the following terms shall have the following meanings. Certain technical terms are explained in the section headed “Glossary of Technical Terms” in this [REDACTED].

“Adjusted Net Profit” a non-IFRS measure that eliminates the effect of certain non- recurring items from our profit for the year/period. See section headed “Financial Information — Non-IFRS Measure” in this [REDACTED]

“affiliate” with respect to any specified person, any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person

[REDACTED]

“Articles” or “Articles or Association” the articles of association of our Company adopted on [Š] with effect from the [REDACTED], as amended from time to time, a summary of which is set out in the section headed “Summary of the Constitution of our Company and Cayman Companies Law” in Appendix IV to this [REDACTED]

“associate(s)” has the meaning ascribed thereto under the [REDACTED]

“Baikal Lake Investment” Baikal Lake Investment Holdings Limited, a company incorporated in the BVI with limited liability on 29 August 2016 and the sole shareholder of GuangYu Investment and one of our Controlling Shareholders

“Board” the board of directors of our Company

“business day” any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which banks in Hong Kong are generally open for normal banking business

“BVI” the British Virgin Islands

“BVI YuHua” YuHua Education Investment Limited, a company incorporated in the BVI with limited liability on 28 April 2016 and a wholly-owned subsidiary of our Company

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

“Cayman Registrar” the Registrar of Companies of the Cayman Islands

[REDACTED]

10 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

[REDACTED]

“China” or “PRC” the People’s Republic of China and for the purposes of this [REDACTED] only, except where the context requires otherwise, references to China or the PRC exclude Hong Kong, Macau and Taiwan

“Combined Financial Statements” the combined financial statements of our Group for the financial years ended 31 August 2014 and 2015 and the nine months ended 31 May 2016 as included in the section headed “Accountants’ Report” in Appendix I to this [REDACTED]

“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Companies (Winding Up and the Companies (Winding Up and Miscellaneous Provisions) Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, Ordinance” supplemented or otherwise modified from time to time

“Company”, “our Company”, or “the China YuHua Education Corporation Limited Company” , an exempted company with limited liability incorporated in the Cayman Islands on 25 April 2016

“connected person(s)” has the meaning ascribed to it under the [REDACTED]

“connected transaction(s)” has the meaning ascribed to it under the [REDACTED]

“Contractual Arrangements” the series of contractual arrangements entered into by, among others, our Company, WFOE, Mr. Li, Ms. Li and our consolidated affiliated entities, details of which are described in the section headed “Contractual Arrangements” in this [REDACTED]

“Controlling Shareholder(s)” has the meaning ascribed to it under the [REDACTED] and unless the context otherwise requires, refers to Mr. Li, Baikal Lake Investment and/or GuangYu Investment

“CSRC” the China Securities Regulatory Commission

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

“Founder” or “Mr. Li” Mr. Li Guangyu ( ), a PRC citizen and the founder, executive Director and chairman of the Board of our Company

“Ms. Li” Ms. Li Hua ( ), a PRC citizen and the daughter of Mr. Li. Ms. Li is also an executive Director, the chief executive officer and the vice chairman of the Board of our Company

11 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

[REDACTED]

“Group”, “our Group”, “the Group”, the Company, its subsidiaries and its consolidated affiliated entities “we”, “us”, or “our” from time to time or, where the context so requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries and consolidated affiliated entities, such subsidiaries and consolidated affiliated entities as if they were subsidiaries and consolidated affiliated entities of our Company at the relevant time

“GuangYu Investment” GuangYu Investment Holdings Limited, a company incorporated in the BVI with limited liability on 21 March 2016 and a Controlling Shareholder of our Company

“ Qibin YuHua Elite Hebi YuHua Elite Bilingual Kindergarten Bilingual Kindergarten” ( ), a campus established in September 2011 for private kindergarten and formerly known as “Hebi Qibin District Zhongmei Bilingual Kindergarten” ( )

“ Hantang” Henan Hantang Education Management Company Limited ( ), a company established with limited liability on 8 August 2016 and a wholly-owned subsidiary of our Company

“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited

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

“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s Republic of China

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

[REDACTED]

12 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

[REDACTED]

“Hong Kong Takeovers Code” or the Code on Takeovers and Mergers issued by the SFC, as amended, “Takeovers Code” supplemented or otherwise modified from time to time

[REDACTED]

“HongKong Yuhua” China HongKong Yuhua Education Limited , a company incorporated in Hong Kong with limited liability on 12 May 2016 and a wholly-owned subsidiary of our Company

“HPU Cooperation Agreement” an agreement entered into between Henan Polytechnic University, an Independent Third Party, and YuHua Investment Management on 22 April 2008, as further described in the section headed “Business — Prior Cooperation with Henan Polytechnic University” in this [REDACTED]

“HPU Termination Agreement” an agreement entered into between Henan Polytechnic University and YuHua Investment Management on 18 July 2015, as further described in the section headed “Business — Prior Cooperation with Henan Polytechnic University” in this [REDACTED]

“IFRS” International Financial Reporting Standards, as issued from time to time by the International Accounting Standards Board

“Independent Third Party(ies)” any entity or person who is not a connected person of our Company within the meaning ascribed thereto under the [REDACTED]

[REDACTED]

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[REDACTED]

“ Urbanisation Pilot Zone Jiaozuo Urbanisation Pilot Zone YuHua Elite Kindergarten YuHua Elite Kindergarten” ( ), a campus established in September 2011 for private kindergarten and formerly known as “Jiaozuo New District Zhongmei Bilingual Kindergarten” ( )

“Jiaozuo YuHua Elite School” Jiaozuo YuHua Elite School ( ), a campus established in September 2011 for private primary, middle and high school and formerly known as “the Affiliated High School of Peking University, Henan Branch, Jiaozuo Campus” ( )

“ YuHua Elite Bilingual Jiyuan YuHua Elite Bilingual Kindergarten Kindergarten” ( ), a campus established in September 2014 for private kindergarten and formerly known as “Jiyuan Zhongmei Bilingual Kindergarten” ( )

“Jiyuan YuHua Elite School” Jiyuan YuHua Elite School ( ), a campus established in September 2014 for private primary and middle school and formerly known as “the Affiliated High School of Peking University, Henan Branch, Jiyuan Campus” ( )

[REDACTED]

“ YuHua Elite School” Kaifeng YuHua Elite School ( ), a campus established in September 2012 for private primary and middle school and formerly known as “the Affiliated High School of Peking University, Henan Branch, Kaifeng Campus” ( )

“Latest Practicable Date” 5 September 2016, being the latest practicable date for ascertaining certain information in this [REDACTED] before its publication

[REDACTED]

14 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

[REDACTED]

“ YuHua Elite Bilingual Luohe YuHua Elite Bilingual Kindergarten Kindergarten” ( ), a campus established in September 2013 for private kindergarten and formerly known as “Luohe Zhongmei Bilingual Kindergarten” ( )

“Luohe YuHua Elite School” Luohe YuHua Elite School ( ), a campus established in September 2013 for private primary and middle school and formerly known as “the Affiliated High School of Peking University, Henan Branch, Luohe Campus” ( )

[REDACTED]

“Memorandum” or “Memorandum of the memorandum of association of our Company adopted on [Š], Association” with effect from the [REDACTED], as amended from time to time

“MOE” the Ministry of Education of the PRC ( )

“MOFCOM” the Ministry of Commerce of the PRC ( )

“MOHRSS” the Ministry of Human Resources and Social Security of the PRC ( )

“NDRC” the National Development and Reform Commission of the PRC ( )

[REDACTED]

15 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

[REDACTED]

“PBOC” the People’s Bank of China

“PKU Cooperation Agreement” an agreement entered into between the Affiliated High School of Peking University ( ), an Independent Third Party, and YuHua Investment Management on 27 March 2001, as further described in the section headed “Business — Prior Cooperation with Affiliated High School of Peking University” in this [REDACTED]

“PKU Termination Agreement” an agreement entered into between the Affiliated High School of Peking University ( ), YuHua Investment Management and YuHua Elite School on 26 September 2014, as further described in the section headed “Business — Prior Cooperation with the Affiliated High School of Peking University” in this [REDACTED]

“PRC Holdco(s)” YuHua Investment Management, Zhengzhou YuHua Education Investments and Zhengzhou Zhongmei Education Investments

“Pre-[REDACTED] Share Option the share option scheme conditionally approved and adopted by the Scheme” Board, the principal terms of which are set out in the section headed “Statutory and General Information — D. Pre-[REDACTED] Share Option Scheme and Share Award Scheme — 1. Pre-[REDACTED] Share Option Scheme” in Appendix V to this [REDACTED]

[REDACTED]

16 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

[REDACTED]

“Registered Shareholder(s)” Mr. Li and Ms. Li, and each of them a Registered Shareholder

[REDACTED]

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

[REDACTED]

“SAFE” the State Administration of Foreign Exchange of the PRC

“SEC” the Securities and Exchange Commission of the United States

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

“SFC” The Securities and Futures Commission of Hong Kong

“Sole Sponsor” CITIC CLSA Capital Markets Limited

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

“Shares” ordinary shares in our Company of par value HK$0.00001 each

“Share Award Scheme” the share award scheme approved and adopted by the sole shareholder of our Company on [Š] 2016, the principal terms of which are set out in the section headed “Statutory and General Information — D. Pre-[REDACTED] Share Option Scheme and Share Award Scheme — 2. Share Award Scheme” in Appendix V to this [REDACTED]

[REDACTED]

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“subsidiary(ies)” has the meaning ascribed thereto in section 15 of the Companies Ordinance

“substantial shareholder” has the meaning ascribed to it in the [REDACTED]

“Track Record Period” the two financial years ended 31 August 2014 and 2015 and the nine months ended 31 May 2016

[REDACTED]

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

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

“U.S. Securities Act” United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

17 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

“VIE” or “VIEs” variable interest entity or variable interest entities

“Wanfang College” Wanfang College of Science & Technology of Henan Polytechnic University, Zhengzhou campus ( ), an Independent College of which we established in September 2009

“WFOE” Xizang Yuanpei Information Technology Management Company Limited ( ), a company established in the PRC with limited liability on 22 July 2016 and a wholly-owned subsidiary of our Company

[REDACTED]

“ YuHua Elite Xingyang YuHua Elite Kindergarten ( ), a Kindergarten” campus established in September 2011 for private kindergarten and formerly known as “Xingyang Zhongmei Bilingual Kindergarten” ( )

“Xingyang YuHua Shengshi Elite Xingyang YuHua Shengshi Elite School ( ), a School” campus established in September 2011 for private middle school and formerly known as “Zhengzhou Yizhong Middle School” ( )

“ Weibin District YuHua Xinxiang Weibin District YuHua Elite Kindergarten Elite Kindergarten” ( ), a campus established in September 2011 for private kindergarten and formerly known as “Xinxiang Weibin District Zhongmei Kindergarten” ( )

“ YuHua Elite Xuchang Weidu District YuHua Elite Bilingual Kindergarten Bilingual Kindergarten” ( ), a campus established in September 2014 for private kindergarten and formerly known as “Xuchang Zhongmei Bilingual Kindergarten” ( )

“Xuchang YuHua Elite School” Xuchang YuHua Elite School ( ), a campus established in September 2014 for private primary and middle school and formerly known as “the Affiliated High School of Peking University, Henan Branch, Xuchang Campus” ( )

“YuHua Investment Management” YuHua Investment Management Co., Ltd. ( ), a limited liability company established in the PRC on 23 November 1993 and one of our PRC Holdcos

“Zhengzhou Technology and Business Zhengzhou Technology and Business University ( ), a University” or “University” Private HEI, or where the context requires, Wanfang College

“Zhengzhou YuHua Education Zhengzhou YuHua Education Investments Co., Ltd. Investments” ( ), a limited liability company established in the PRC on 9 April 2004 and one of our PRC Holdcos

18 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS

“Zhengzhou YuHua Elite Bilingual Zhengzhou YuHua Elite Bilingual Kindergarten Kindergarten” ( ), a campus established in September 2005 for private kindergarten and formerly known as “the Bilingual Kindergarten of the Affiliated High School of Peking University, Henan Branch” ( )

“Zhengzhou YuHua Elite Primary Zhengzhou YuHua Elite Primary School ( ), a School” campus established in September 2005 for private primary school and formerly known as “the Foreign Language Primary School of the Affiliated High School of Peking University, Henan Branch” ( )

“Zhengzhou YuHua Elite School” Zhengzhou YuHua Elite School ( ), a campus established in September 2001 for private middle and high school and formerly known as “the Affiliated High School of Peking University, Henan Branch” ( )

“Zhengzhou Zhongmei Education Zhengzhou Zhongmei Education Investments Co., Ltd. Investments” ( ), a limited liability company established in the PRC on 21 July 2011 and one of our PRC Holdcos

“%” per cent

Unless otherwise expressly stated or the context otherwise requires, all data in this [REDACTED] is as of the date of this [REDACTED].

The English names of the PRC entities (including schools), PRC laws or regulations, and the PRC governmental authorities referred to in this [REDACTED] are translations from their Chinese names and are for identification purposes. If there is any inconsistency, the Chinese names shall prevail.

Certain amounts and percentage figures included in this [REDACTED] 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.

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