Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for thecontents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of thisannouncement.
This announcement is for information purposes only and does not constitute or form part of and should not be construed
as, an invitation or offer to acquire, purchase, subscribe, sell or issue securities or an invitation to enter into any
agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
The information contained in this announcement is not for distribution or circulation, directly or indirectly, in or into theUnited States or to, or for the account of benefit of, any U.S. Person (as defined in Regulation S of the United States
Securities Act of 1933, as amended (the ‘‘Securities Act’’)). This announcement is solely for the purpose of reference anddoes not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any otherjurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the
Securities Act, and may not be offered or sold within the United States or to, or for the account of benefit of, any U.S.
Person (as defined in Regulation S of the Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.

Announcement of the Invitation by

Greenland Global Investment Limited(incorporated in the British Virgin Islands with limited liability)(the ‘‘Issuer’’)to Eligible Noteholders of the outstanding 6.75 per cent. Notes due 2022
(Stock Code: 5309) (the ‘‘Notes’’) issued by the Issuer andirrevocably and unconditionally guaranteed by

Greenland Holding Group Company Limited(incorporated in the PRC with limited liability)(the ‘‘Guarantor’’)to consent to certain amendments and waivers relating to the Notes
Solicitation AgentBOC International
Information and Tabulation Agent

Kroll Issuer Services Limited–1–

Outstanding
Principal Amount as
at the date of thisAnnouncement

Description of the Notes

ISIN/Common Code

Stock Code6.75 per cent. Notes due 2022

ISIN: XS2016768439;
Common Code: 201676843

5309

Early Consent Fee:

1.0 per cent. of the principal amount of the Notes (namely, U.S.$10
per U.S.$1,000 in principal amount of the Notes), subject to receipt by
the Information and Tabulation Agent of a Consent Instruction infavour of the Extraordinary Resolution at or prior to 4:00 p.m.
(London time) on 10 June 2022, the passing of the Extraordinary
Resolution and as otherwise described herein

Base Consent Fee:

0.5 per cent. of the principal amount of the Notes (namely, U.S.$5 per
U.S.$1,000 in principal amount of the Notes), subject to receipt by the
Information and Tabulation Agent of a Consent Instruction in favour of
the Extraordinary Resolution after 4:00 p.m. (London time) on 10 June
2022 at or prior to 4:00 p.m. (London time) on 15 June 2022, thepassing of the Extraordinary Resolution and as otherwise describedherein

Early Consent Fee
Deadline:

4:00 p.m. (London time) on 10 June 2022

Voting Deadline:

4:00 p.m. (London time) on 15 June 2022

U.S.$488,000,0001

The deadlines set by any intermediary or Clearing System may be earlier than the deadlines set out
in this announcement.
This announcement does not contain the full terms and conditions of the Consent Solicitation,
which are contained in the consent solicitation memorandum dated 27 May 2022 (the ‘‘Consent
Solicitation Memorandum’’) prepared by the Issuer and the Guarantor. Subject to the restrictions
described under ‘‘Solicitation and Distribution Restrictions’’ below, Eligible Noteholders (asdefined below) may inspect copies of the Consent Solicitation Memorandum from the Consent
Website (https://deals.is.kroll.com/greenland) or obtain the same from the Information andTabulation Agent, the contact details for which are set out below. In order to access a copy of the1

The Issuer issued U.S.$500,000,000 6.75 per cent. Notes due 2022 on 25 June 2019. As at the date of this Consent
Solicitation Memorandum, an aggregate principal amount of U.S.$12,000,000 of the Notes is held by or on behalf of
the Issuer, the Guarantor and their respective Subsidiaries. According to the Trust Deed, such Notes purchased and notcancelled shall not be deemed to remain outstanding.

–2–Consent Solicitation Memorandum, a Noteholder will be required to provide confirmation as tohis or her status as an Eligible Noteholder. Eligible Noteholders are encouraged to read carefully
the Consent Solicitation Memorandum.
Capitalised terms used in this announcement but not defined have the meanings given to them in
the Consent Solicitation Memorandum.
Overview
The Issuer has today published a notice of meeting (the ‘‘Notice of Meeting’’) to solicit Noteholders toconsider and, if thought fit, approve to pass the Extraordinary Resolution, at a meeting of the
Noteholders (the ‘‘Meeting’’), which will provide for certain amendments and waivers in relation to theNotes, as more fully described in the Consent Solicitation Memorandum and the Notice of Meeting andavailable, subject to eligibility confirmation and registration, on the Consent Website: https://deals.is.kroll.com/greenland.
Background and Proposed Amendments and Waivers
Headquartered in Shanghai and with substantially all of its operations in the PRC, the Group’s business
operations, financial performance and short-term liquidity have been adversely affected by the recent
spike in the confirmed cases of novel coronavirus disease (‘‘COVID-19’’) in Shanghai and thecontinued sporadic local outbreaks of COVID-19 across the PRC and the pandemic control measures,such as lock-downs, crowd control and travel restrictions. For example, as at the date of thisannouncement, several of the Group’s planned projects and contracts have been put on hold since thelock-down of Shanghai, and approximately 50 per cent. of the Group’s sales offices across the PRC
have suspended their businesses due to pandemic-related restrictions in their local areas. All of thesehave resulted in the amount of cash inflow staying below the Group’s expectations.
In the midst of the impacts of COVID-19 since December 2019, the strengthened regulatoryenvironment around the PRC real-estate industry and the general downturn of the PRC real-estateindustry, the Issuer and the Guarantor, with the support of its shareholder, the Shanghai State-owned
Assets Supervision and Administration Committee, have been proactively working to service theiroutstanding debts through various means such as its day-to-day operations, disposal of high-quality
assets, as well as financing arrangements from various onshore financial institutions.
In light of the above and to further improve the Group’s cash flows and liquidity, the Issuer and the
Guarantor are soliciting the consent of the Noteholders to the Proposed Amendments and Waivers(including among others, extension of the maturity of the Notes, inclusion of a call option for theIssuer to redeem all or some of the Notes prior to maturity, upfront payment of 10 per cent. of theprincipal amount then outstanding on the original maturity date and removal of the covenant tomaintain the listing status of the Notes) pursuant to the Consent Solicitation and the Extraordinary
Resolution.
Noteholders should refer to the Notice of Meeting for full details of the Extraordinary Resolution and
the Proposed Amendments and Waivers.
–3–

Meeting of Noteholders
The Meeting will be held on 20 June 2022 at 4:00 p.m. (Hong Kong time) at the offices of Linklaters,
11th Floor, Alexandra House, Chater Road, Central, Hong Kong.
In light of the ongoing developments in relation to COVID-19, it may become impossible or
inadvisable to hold the Meeting at the offices of Linklaters, 11th Floor, Alexandra House, Chater
Road, Central, Hong Kong. To the extent that the Issuer determines that it will not be possible oradvisable to hold the Meeting at the offices of Linklaters, 11th Floor, Alexandra House, Chater
Road, Central, Hong Kong, the Issuer reserves the right to hold the Meeting by audio or videoconference call or other electronic means (a ‘‘Virtual Meeting’’).
In the event that the Issuer determines that a Virtual Meeting is required, the Trustee will prescribe
further regulations to permit attendance at a Virtual Meeting by audio or video conference call orother electronic means. In those circumstances, those Noteholders who have indicated that they wish
to attend the Meeting in person and those persons (other than the Information and Tabulation Agent(or its nominees)) who have been appointed as proxies to attend and vote at the Meeting will becontacted ahead of the Virtual Meeting to provide their identification documentation and willsubsequently be provided with further details about access to the Virtual Meeting. By electing toattend the Virtual Meeting, each such person shall be deemed to have fully understood andconsented to any process governing the Virtual Meeting. A Noteholder who has instructed andauthorised the Information and Tabulation Agent (or its nominees) as its proxy in a Consent
Instruction or an Ineligible Noteholder Instruction (where applicable) will be unaffected if the
Meeting is held as a Virtual Meeting and will not be requested or required to take any further
action.
Implementation of the Extraordinary Resolution
The implementation of the Extraordinary Resolution is conditional upon the passing of theExtraordinary Resolution, the satisfaction of the Eligibility Condition and the payment of the Consent
Fees and any Ineligible Noteholder Payments (see ‘‘Consent Fees’’ and ‘‘Ineligible Noteholder
Payments’’ below). Accordingly, if the Extraordinary Resolution is not passed or the Eligibility
Condition is not satisfied, no Consent Fees and Ineligible Noteholder Payments will be paid and theExtraordinary Resolution will not be implemented.
If, and only if, the Extraordinary Resolution is passed and the Eligibility Condition is satisfied
and the Consent Fees and the Ineligible Noteholder Payments (if applicable) are paid, theExtraordinary Resolution may be implemented.
The Issuer will, as soon as reasonably practicable after the Meeting, announce (i) the results of the
Meeting; (ii) if the Extraordinary Resolution is passed, the satisfaction (or otherwise) of the Eligibility
Condition; and (iii) if the Extraordinary Resolution is passed, the Eligibility Condition is satisfied andthe Issuer elects to implement the Extraordinary Resolution, the Payment Date and the Amendment
Effective Date.

–4–

The Proposed Amendments and Waivers will be effective on the Amendment Effective Date upon theexecution and delivery of the Amendment Documentation and are subject to the passing of theExtraordinary Resolution, the satisfaction of the Eligibility Condition, the payment of the Consent Fees
and any Ineligible Noteholder Payments. Such Proposed Amendments and Waivers once effective will
be binding on all Noteholders, including those Noteholders voting against the Extraordinary Resolution
or those who do not vote at all.
Consent Solicitation
The Consent Solicitation is only being made, and the Consent Solicitation Memorandum and any otherdocuments or materials relating to the Consent Solicitation are only for distribution or to be madeavailable, outside the United States, to the Eligible Noteholders. The terms and conditions of theConsent Solicitation are described in the Consent Solicitation Memorandum.
Consent Fees
Subject to (i) the conditions set out in the Consent Solicitation Memorandum, (ii) the Meeting being
quorate and validly held, (iii) the Extraordinary Resolution being passed and (iv) the Eligibility
Condition being satisfied, if the Issuer elects to implement the Extraordinary Resolution, the Issuer,
failing whom the Guarantor, will pay on the Payment Date (a) the Early Consent Fee to each Eligible
Noteholder (other than where such Eligible Noteholder is a Sanctions Restricted Person) who hasdelivered, or has arranged to have delivered on its behalf, a valid Consent Instruction in favour of theExtraordinary Resolution which has been received by the Information and Tabulation Agent at or prior
to the Early Consent Fee Deadline and who has not revoked such Consent Instruction in the limited
circumstances in which revocation is permitted; and (b) the Base Consent Fee to each Eligible
Noteholder (other than where such Noteholder is a Sanctions Restricted Person) who has delivered, or
has arranged to have delivered on its behalf, a valid Consent Instruction in favour of the Extraordinary
Resolution which has been received by the Information and Tabulation Agent after the Early Consent
Fee Deadline but at or prior to the Voting Deadline and who has not revoked such Consent Instructionin the limited circumstances in which revocation is permitted. The Consent Fees shall be paid by theIssuer, failing whom the Guarantor, on the Payment Date to the relevant Clearing System for payment
to the relevant Noteholder’s cash account (or the account through which such Noteholder holds theNotes) in such Clearing System.
Eligible Noteholders will not be eligible for the Consent Fees if they (i) appoint a proxy (other than the
Information and Tabulation Agent (or its nominees)) to attend and vote at the Meeting or are notrepresented at the Meeting, (ii) attend the Meeting in person, (iii) submit a Consent Instruction against
or abstaining from voting on the Extraordinary Resolution, or in favour of the Extraordinary Resolution
but after the Voting Deadline, or do not vote at all, (iv) revoke their Consent Instructions or unblock
their Notes before the Meeting (in the limited circumstances permitted), or (v) are Sanctions Restricted
Persons. The provisions of this paragraph are without prejudice to the right of any Noteholder under
the Terms and Conditions, the Meeting Provisions and the Trust Deed to arrange for the appointment of–5–

a proxy to attend and vote at the Meeting entitling it or its nominee to attend and vote at the Meetingin accordance with the provisions of the Terms and Conditions, the Meeting Provisions, the Trust Deedand the Notice of Meeting.
Eligible Noteholders are urged to deliver valid Consent Instructions in accordance with the procedures
described in the Consent Solicitation Memorandum (including, where applicable, through the Clearing
Systems in accordance with the procedures of, and within the time limits specified by, the Clearing
Systems) for receipt by the Information and Tabulation Agent by no later than the Voting Deadline. In
particular, any Consent Instruction received by the Information and Tabulation Agent after the Early
Consent Fee Deadline will not be eligible for the Early Consent Fee and after the Voting Deadline will
not be eligible for the Base Consent Fee.
Ineligible Noteholder Payments
Any Ineligible Noteholder may be eligible, to the extent permitted by applicable law and regulations, toreceive an amount equivalent to any applicable Consent Fee (which is the Early Ineligible Noteholder
Payment or the Base Ineligible Noteholder Payment, as the case may be) as if it had been eligible toparticipate in the Consent Solicitation and participated accordingly.
To be eligible for the Early Ineligible Noteholder Payment, an Ineligible Noteholder must deliver, or
arrange to have delivered on its behalf, a valid Ineligible Noteholder Instruction in favour of theExtraordinary Resolution that is received by the Information and Tabulation Agent at or prior to the
Early Ineligible Noteholder Instruction Deadline (and who does not revoke such Ineligible Noteholder
Instruction, in the limited circumstances in which revocation is permitted).
An Ineligible Noteholder who submits a valid Ineligible Noteholder Instruction in favour of theExtraordinary Resolution that is received by the Information and Tabulation Agent after the Early
Ineligible Noteholder Instruction Deadline but at or prior to the Ineligible Noteholder Instruction
Deadline) (and who does not revoke such Ineligible Noteholder Instruction, in the limited
circumstances in which revocation is permitted) will not be eligible to receive the Early Ineligible
Noteholder Payment but will be eligible to receive the Base Ineligible Noteholder Payment.
An Ineligible Noteholder who submits (and does not revoke) a valid Ineligible Noteholder Instructionthat is received by the Information and Tabulation Agent after the Ineligible Noteholder Instruction
Deadline will not be eligible to receive any Ineligible Noteholder Payment.
Where payable, Ineligible Noteholder Payments are expected to be paid by the Issuer, failing whom the
Guarantor, to the Ineligible Noteholder in the same manner as the payment of the Consent Fees.

–6–

Indicative Timetable
Noteholders should take note of the important indicative dates and times set out in the timetable below
in connection with the Consent Solicitation. This timetable is subject to change and dates and times
may be extended, re-opened or amended in accordance with the terms of the Consent Solicitation, as
described in the Consent Solicitation Memorandum. Accordingly, the actual timetable may differ
significantly from the timetable below.
Event

Date

Description of Event

Announcement of Consent
Solicitation

27 May 2022

The Notice of Meeting and the launchannouncement published on the website of theHong Kong Stock Exchange and the Consent
Website and given to Noteholders through theClearing Systems.
The Consent Solicitation Memorandum
available on the Consent Website.

madeDocuments (other than the draft Amendment
Documentation) referred to under ‘‘Documents
Available for Inspection’’ in the Notice of Meeting
made available on the Consent Website.
Draft Amendment
Documentation
Availableon or about
2 June 2022

Drafts of the Amendment Documentation available
from the Consent Website and the Information andTabulation Agent.

Early Consent Fee
Deadline

4:00 p.m.
(London time),
10 June 2022

Deadline for receipt by the Information andTabulation Agent of valid Consent Instructions
from Eligible Noteholders for them to be eligible
for the Early Consent Fee. Such Consent
Instructions must be in favour of the Extraordinary
Resolution in order for the relevant Noteholders tobe eligible for the Early Consent Fee, and paymentof the Early Consent Fee will be subject to theExtraordinary Resolution being passed and the
Eligibility Condition being satisfied.

–7–

EventDate

Description of Event

Early Ineligible
Noteholder Instruction
Deadline

4:00 p.m.
(London time),
10 June 2022

Deadline for receipt by the Information andTabulation Agent of Ineligible Noteholder
Instructions from Ineligible Noteholders for them tobe eligible for the Early Ineligible Noteholder
Payment. Such Ineligible Noteholder Instructions
must be in favour of the Extraordinary Resolution
in order for the relevant Noteholders to be eligible
for the Early Ineligible Noteholder Payment, andpayment of the Early Ineligible Noteholder Payment
will be subject to the Extraordinary Resolution
being passed and the Eligibility Condition being
satisfied.

Voting Deadline

4:00 p.m.
(London time),
15 June 2022

Deadline for receipt by the Information andTabulation Agent of valid Consent Instructions
from Eligible Noteholders for them to be eligible
for the Base Consent Fee. Such Consent
Instructions must be in favour of the Extraordinary
Resolution in order for the relevant Noteholders tobe eligible for the Base Consent Fee, and paymentof the Base Consent Fee will be subject to theExtraordinary Resolution being passed and the
Eligibility Condition being satisfied.
This will also be the deadline for making any otherarrangements to attend or be represented to vote at
the Meeting. However, Noteholders making suchother arrangements will not be eligible to receive
any Consent Fees or Ineligible Noteholder
Payments.

–8–

EventDate

Description of Event

Ineligible Noteholder
Instruction Deadline

4:00 p.m.
(London time),
15 June 2022

Deadline for receipt by the Information andTabulation Agent of Ineligible Noteholder
Instructions from Ineligible Noteholders for them tobe eligible for the Base Ineligible Noteholder
Payment. Such Ineligible Noteholder Instructions
must be in favour of the Extraordinary Resolution
in order for the relevant Ineligible Noteholders tobe eligible for the Base Ineligible Noteholder
Payment, and payment of the Base Ineligible
Noteholder Payment will be subject to theExtraordinary Resolution being passed and the
Eligibility Condition being satisfied.
This will also be the deadline for making any otherarrangements to attend or be represented to vote at
the Meeting. However, Noteholders making suchother arrangements will not be eligible to receive
any Consent Fees or Ineligible Noteholder
Payments.

Meeting of the
Noteholders

4:00 p.m.
(Hong Kong time),
20 June 2022

Time and date of the Meeting, at which the
Noteholders of will vote in relation to theExtraordinary Resolution.

Announcement of resultsof the Meeting and thesatisfaction (orotherwise) of Eligibility
Condition

As soon asreasonably
practicable after
the Meeting

Announcement of (i) the results of the Meeting; (ii)
if the Extraordinary Resolution is passed, thesatisfaction (or otherwise) of the Eligibility
Condition; and (iii) if the Extraordinary Resolution
is passed, the Eligibility Condition is satisfied andthe Issuer elects to implement the Extraordinary
Resolution, the Payment Date and the Amendment
Effective Date.

–9–

EventDate

Description of Event

Payment Date

Such date asannounced as soon
as reasonably
practicable after
the Meeting
Expected to be
on or around
21 June 2022

Payment of the Consent Fees and any Ineligible
Noteholder Payments.

Amendment Effective
Date

Such date asannounced as soon
as reasonably
practicable after
the Meeting
Expected to be onor around
21 June 2022

Execution andDocumentation.

deliveryoftheAmendment

On the Amendment Effective Date, the Proposed
Amendments and Waivers shall become effective on
and from the execution of the Amendment
Documentation.

If a quorum is not achieved at the Meeting, the Meeting shall be adjourned and the adjourned
Meeting will be held at a date which will be notified to the Noteholders in the notice of the
adjourned Meeting.
Noteholders are advised to check with any bank, securities broker, nominee, custodian or otherintermediary, including the Clearing Systems, through which they hold their Notes as to whether
such intermediary applies different deadlines for any of the events in this announcement or theConsent Solicitation, and then to adhere to such deadlines if such deadlines are prior to thedeadlines set out above. All of the deadlines specified in this announcement or the Consent
Solicitation are subject to earlier deadlines that may be specified by the Clearing Systems or any
intermediary.
Unless stated otherwise, all announcements in connection with the Consent Solicitation will be made by
the Issuer through the Clearing Systems for communication to Direct Participants, the Consent Website
and (where applicable) the website of the Hong Kong Stock Exchange. Significant delays may be
experienced in respect of notices delivered to the Clearing Systems and Noteholders are urged,
therefore, to contact the Solicitation Agent or the Information and Tabulation Agent, the contact details
for which are in this announcement, for announcements during the course of the Consent Solicitation.
Noteholders wishing to attend and vote at, or to appoint a proxy (other than the Information andTabulation Agent or its nominees) to attend and vote at, the Meeting must provide the name, address,
email address and passport number of the person attending the Meeting in person in their Consent– 10 –

Instructions or Ineligible Noteholders by the Voting Deadline or by any earlier deadline set by any
relevant Clearing System or any intermediary, in each case in accordance with the procedures set out in
the Terms and Conditions, the Meeting Provisions, the Trust Deed and the Notice of Meeting.
Noteholders may only submit Consent Instructions or Ineligible Noteholder Instructions in principal
amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
Eligible Noteholders are advised to read carefully the Consent Solicitation Memorandum for fulldetails of, and information on the procedures for participating in, the Consent Solicitation.
Questions/further information
Noteholders who need assistance with respect to the procedures for participating in the Consent
Solicitation should contact the following for further information:
The Solicitation Agent
BOCI Asia Limited
26/F, Bank of China Tower, 1 Garden Road, Central, Hong Kong
Attention: Head of Debt Capital Markets
Telephone: +852 3988 6302
Email: Project.Greenland.LM@bocigroup.com
The Information and Tabulation Agent
Kroll Issuer Services Limited
In London:
The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom
Telephone: + 44 20 7704 0880
In Hong Kong: 3rd Floor, Three Pacific Place, 1 Queen’s Road East, Hong Kong
Telephone: +852 2281 0114
Email: greenland@is.kroll.com
Attention: Mu-yen Lo/Jacek Kusion
DEFINITIONS‘‘Agency Agreement’’

The amended and restated agency agreement dated 10 May 2019
between the Issuer, the Guarantor, the Trustee, the Agents and theother agents named therein.

‘‘Agents’’

The Issuing and Paying Agent, the Transfer Agent and the Registrar.

– 11 –

‘‘Amended and Restated
Deed of Guarantee’’The deed (the form of which will be made available on the Consent
Website and will be produced at the Meeting) expressed to amend andrestate the Deed of Guarantee and to be entered into between the
Guarantor and the Trustee to give effect to the Proposed Amendments
and Waivers in the event that the Extraordinary Resolution is passed,
the Eligibility Condition is satisfied, and the Consent Fees andIneligible Noteholder Payments (if any) are paid.

‘‘Amendment
Documentation’’(i)the Supplemental Trust Deed;(ii) the Supplemental Agency Agreement; and(iii) the Amended and Restated Deed of Guarantee.
‘‘Amendment Effective
Date’’The date on which the Amendment Documentation is entered into.

‘‘Base Consent Fee’’

The payment, rounded to the nearest cent with half a cent rounded
upwards, that the relevant consenting Noteholders will be eligible toreceive if they validly submit their Consent Instructions which arereceived by the Information and Tabulation Agent after the Early
Consent Fee Deadline but at or prior to the Voting Deadline, being anamount equal to 0.5 per cent. of the principal amount of the Notes(which are subject to Consent Instructions) which will be payable inthe circumstances described in ‘‘Consent Fees’’ in this announcement
and the Consent Solicitation Memorandum.

‘‘Base Ineligible Noteholder
Payment’’

The payment, rounded to the nearest cent with half a cent rounded
upwards, that the relevant consenting Ineligible Noteholders will be
eligible to receive if they validly submit their Ineligible Noteholder
Instructions which are received by the Information and Tabulation
Agent after the Early Ineligible Noteholder Instruction Deadline but ator prior to the Ineligible Noteholder Instruction Deadline, being anamount equal to 0.5 per cent. of the principal amount of the Notes(which are subject to Ineligible Noteholder Instructions) which will bepayable in the circumstances described in the Notice of Meeting.

‘‘Clearing System’’Euroclear and/or Clearstream.

‘‘Clearing System Notice’’In relation to each Clearing System, the notice to be sent to Direct
Participants by such Clearing System on or about the date of theConsent Solicitation Memorandum informing Direct Participants of theprocedures to be followed in order to participate in the Consent
Solicitation or otherwise participate at the Meeting.

– 12 –

‘‘Clearstream’’

Clearstream Banking S.A.

‘‘Consent Fees’’

The Early Consent Fee and/or the Base Consent Fee.

‘‘Consent Instruction’’An electronic voting and blocking instruction in the form specified by
the applicable Clearing System for submission by a Direct Participant
to the Information and Tabulation Agent via the relevant Clearing
System and in accordance with the requirements of such Clearing
System in order for Eligible Noteholders to be able to participate in theConsent Solicitation prior to the deadlines set out in the Consent
Solicitation Memorandum.

‘‘Consent Solicitation’’

The invitation to each of the Eligible Noteholders to vote in respect of
the Extraordinary Resolution in respect of all or some only of theirrespective Notes by submitting Consent Instructions at or prior to the
Voting Deadline.

‘‘Consent Website’’

The website, https://deals.is.kroll.com/greenland, operated by the
Information and Tabulation Agent for the purpose of the Consent
Solicitation.

‘‘Deed of Guarantee’’

The Deed of Guarantee in respect of the Notes dated 25 June 2019
entered into between the Guarantor and the Trustee.

‘‘Direct Participant’’

Each person who is shown in the records of Euroclear or Clearstream
as a holder of an interest in the Notes.

‘‘Documents’’

The Trust Deed, the Agency Agreement and the Deed of Guarantee in
relation to the Notes and the draft Amendment Documentation.

‘‘Early Consent Fee’’

The payment, rounded to the nearest cent with half a cent rounded
upwards, that the relevant consenting Noteholders will be eligible toreceive if they validly submit their Consent Instructions which arereceived by the Information and Tabulation Agent at or prior to the
Early Consent Fee Deadline, being an amount equal to 1.0 per cent. of
the principal amount of the Notes (which are subject to Consent
Instructions) which will be payable in the circumstances described‘‘Consent Fees’’ in this announcement and the Consent Solicitation
Memorandum.

‘‘Early Consent Fee
Deadline’’

4:00 p.m. (London time) on 10 June 2022 (subject to the right of theIssuer to extend, re-open and/or terminate the Consent Solicitation).

– 13 –

‘‘Early Ineligible
Noteholder Payment’’

The payment, rounded to the nearest cent with half a cent rounded
upwards, that the relevant consenting Ineligible Noteholders will be
eligible to receive if they validly submit their Ineligible Noteholder
Instructions which are received by the Information and Tabulation
Agent at or prior to the Early Ineligible Noteholder Instruction
Deadline, being an amount equal to 1.0 per cent. of the principal
amount of the Notes (which are subject to Ineligible Noteholder
Instructions) which will be payable in the circumstances described in
the Notice of Meeting.

‘‘Early Ineligible
Noteholder Instruction
Deadline’’

4:00 p.m. (London time) on 10 June 2022 (subject to the right of theIssuer to extend, re-open and/or terminate the Consent Solicitation).

‘‘Eligibility Condition’’The condition to the effectiveness of the Extraordinary Resolution, if
passed, that the quorum required for, and the requisite majority of
votes in cast at the Meeting are satisfied by Eligible Noteholders
irrespective of any participation at by Ineligible Noteholders (including
the satisfaction of such condition at any adjourned Meeting as
described in the Consent Solicitation and/or the Notice of Meeting).

‘‘Eligible Noteholder’’Each Noteholder who is (i) outside the United States and not a U.S.
person (as defined in Regulation S under the Securities Act) and (ii)otherwise a person to whom the Consent Solicitation can be lawfully
made and that may lawfully participate in the Consent Solicitation.

‘‘Euroclear’’Euroclear Bank SA/NV.

‘‘Extraordinary Resolution’’The extraordinary resolution to be put at the Meeting, as further
described under ‘‘Background and Proposed Amendments andWaivers’’ and the Notice of Meeting and which is to be proposed,
considered and voted upon at the Meeting (as set out in the Notice ofMeeting).

‘‘Group’’

The Issuer, the Guarantor and its Subsidiaries.

‘‘Hong Kong Stock
Exchange’’

The Stock Exchange of Hong Kong Limited.

‘‘Ineligible Noteholder’’A Noteholder who is not a person to whom the Consent Solicitation is
being made, on the basis that such Noteholder is either (i) a U.S.
person and/or located in the United States and/or (ii) a person to whom
the Consent Solicitation cannot otherwise be lawfully made.

– 14 –

‘‘Ineligible Noteholder
Instruction’’The electronic instruction to be submitted by a Direct Participant to the
Information and Tabulation Agent through Euroclear or Clearstream in
the form described in the Clearing System Notice in order for
Ineligible Noteholders holding the Notes through Euroclear/
Clearstream to vote.

‘‘Ineligible Noteholder
Instruction Deadline’’

4:00 p.m. (London time) on 15 June 2022 (subject to the right of theIssuer to extend, re-open and/or terminate the Consent Solicitation).

‘‘Ineligible Noteholder
Payments’’

The Early Ineligible Noteholder Payment and the Base Ineligible
Noteholder Payment.

‘‘Information andTabulation Agent’’

Kroll Issuer Services Limited.

‘‘Issuing and Paying Agent’’

The Hongkong and Shanghai Banking Corporation Limited.

‘‘Meeting’’

The meeting (or the adjourned meeting) of the Noteholders to consider
and, if thought fit, pass the Extraordinary Resolution.

‘‘Meeting Provisions’’

The provisions for meeting of Noteholders referred to in the Terms andConditions and set out in Schedule 3 (Provisions for Meetings ofNoteholders) of the Trust Deed.

‘‘Noteholder’’A holder of the Notes who is the beneficial owner of a particularprincipal amount of the Notes, (i) as shown in the records of Euroclear,
Clearstream or any Direct Participant or (ii) holding the Notes, directly
or indirectly, through a broker, dealer, bank, custodian, trust company
or other nominee who in turn holds the Notes through a Direct
Participant.

‘‘Notice of Meeting’’

The notice dated 27 May 2022 convening the Meeting of the
Noteholders (as set out in Schedule 1 to the Consent Solicitation
Memorandum).

‘‘Payment Date’’If the Extraordinary Resolution is passed, the Eligibility Condition issatisfied and the Issuer elects to implement the Extraordinary
Resolution, the date on which the Issuer, failing whom the Guarantor,
will pay the Consent Fees and any Ineligible Noteholder Payments,
which will be announced as soon as reasonably practicable after the
Meeting. The Payment Date is expected to be 21 June 2022. Subject asprovided in the Consent Solicitation Memorandum, the Payment Date
may be earlier or later than this date.

– 15 –

‘‘PRC’’

The People’s Republic of China, excluding Taiwan, the Hong Kong
Special Administrative Region of the People’s Republic of China andthe Macau Special Administrative Region of the People’s Republic ofChina.

‘‘Pricing Supplement’’

The pricing supplement dated 18 June 2019 in respect of the Notes.

‘‘Proposed Amendments’’

The proposed amendments as set out in the Extraordinary Resolution.
The Proposed Amendments will take effect on the Amendment
Effective Date.

‘‘Proposed Amendments
and Waivers’’

The Proposed Amendments and the Proposed Waivers.

‘‘Proposed Waivers’’

The proposed waiver of any default, event of default or potential
default under or breach of the Terms and Conditions or any terms andconditions of the documents relating to the Notes that may haveoccurred or may occur in connection with or resulting directly or
indirectly from the Proposed Amendments. The Proposed Waivers willtake effect on the Amendment Effective Date.

‘‘Registrar’’

The Hongkong and Shanghai Banking Corporation Limited.

‘‘Sanctions Authority’’

Each of the United States government, United Nations, European
Union (or any of its member states), the United Kingdom, any otherrelevant governmental or regulatory authority, institution or agency
which administers economic, financial or trade sanctions or therespective governmental institutions and agencies of any of theforegoing including, without limitation, the Office of Foreign Assets
Control of the U.S. Department of the Treasury, the United States
Department of State, the United States Department of Commerce and
Her Majesty’s Treasury.

– 16 –

‘‘Sanctions Restricted
Person’’

A person or entity (a ‘‘Person’’):(a) that is, or is directly or indirectly owned or controlled by a Personthat is, described or designated in:(i)the most current ‘‘Specially Designated Nationals and Blocked
Persons’’ list (which as of the date hereof can be found at:https://www.treasury.gov/ofac/downloads/sdnlist.pdf);(ii) the Foreign Sanctions Evaders List (which as of the datehereof can be found at: http://www.treasury.gov/ofac/
downloads/fse/fselist.pdf);(iii) the most current ‘‘Consolidated list of persons, groups andentities subject to EU financial sanctions’’ (which as of thedate hereof can be found at: http://data.europa.eu/88u/dataset/
consolidated-list-of-persons-groups-and-entities-subject-to-eufinancial-sanctions); or(b) that is otherwise the subject of any sanctions administered orenforced by any Sanctions Authority, other than:(X) solely by virtue of their inclusion in:(i)the most current ‘‘Sectoral Sanctions Identifications’’ list
(which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf)(the‘‘SSI List’’);(ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/
2014, as amended by Council Regulation No. 960/2014
and Council Regulation (EU) No. 1290/2014 and Council
Regulation (EU) No 2015/1797 (the ‘‘EU Annexes’’); or(iii) any other list maintained by a Sanctions Authority, withsimilar effect to the SSI List or the EU Annexes; or– 17 –

(Y) solely by virtue of (A) them being the subject of restrictions
imposed by the U.S. Department of Commerce’s Bureau ofIndustry and Security (‘‘BIS’’) under which BIS has restricted
exports, re-exports or transfers of certain controlled goods,
technology or software to such individuals or entities; or (B)them being an entity listed in the Annex to the new Executive
Order of 3 June 2021 entitled ‘‘Addressing the Threat fromSecurities Investments that Finance Certain Companies of thePeople’s Republic of China’’ (known as the Non-SDN
Chinese Military-Industrial Complex Companies List), whichamends the Executive Order 13959 of 12 November 2020
entitled ‘‘Addressing the Threat from Securities Investmentsthat Finance Chinese Military Companies’’; or (C) them being
subject to restrictions imposed on the operation of an online
service, Internet application or other information orcommunication services in the United States directed atpreventing a foreign government from accessing the data of
U.S. persons.
‘‘Securities Act’’

The United States Securities Act of 1933, as amended.

‘‘Solicitation Agent’’

BOCI Asia Limited.

‘‘Subsidiary’’In relation to the Issuer or the Guarantor, means any company (a) inwhich the Issuer or, as the case may be, the Guarantor holds a majorityof the voting rights in its issued share capital or (b) whose financial
statements are required by or in accordance with applicable law,regulations or generally accepted accounting principles to be fully
consolidated with those of the Issuer or, as the case may be, theGuarantor, and includes any company which is a Subsidiary of a
Subsidiary of the Issuer or, as the case may be, the Guarantor.

‘‘Supplemental Agency
Agreement’’

The agreement (the form of which will be made available on theConsent Website and will be produced at the Meeting) expressed to besupplemental to the Agency Agreement and to be entered into between
the Issuer, the Guarantor, the Trustee and the Agents to give effect to
the Proposed Amendments and Waivers in the event that theExtraordinary Resolution is passed, the Eligibility Condition issatisfied, and the Consent Fees and Ineligible Noteholder Payments (ifany) are paid.

– 18 –

‘‘Supplemental Trust Deed’’

The deed (the form of which will be made available on the Consent
Website and will be produced at the Meeting) expressed to besupplemental to the Trust Deed and to be entered into between theIssuer, the Guarantor and the Trustee to give effect to the Proposed
Amendments in the event that the Extraordinary Resolution is passed,
the Eligibility Condition is satisfied, and the Consent Fees andIneligible Noteholder Payments (if any) are paid.

‘‘Terms and Conditions’’

The terms and conditions of the Notes substantially in the form
contained in the Trust Deed and as modified, by the provisions of the
global certificate initially representing the Notes, and shall incorporate
any additional provisions forming part of such terms and conditions set
out in the Pricing Supplement.

‘‘Transfer Agent’’

The Hongkong and Shanghai Banking Corporation Limited.

‘‘Trust Deed’’

The amended and restated trust deed dated 10 May 2019 between theIssuer, the Guarantor and the Trustee.

‘‘Trustee’’The Hongkong and Shanghai Banking Corporation Limited.

‘‘Voting Deadline’’

4:00 p.m. (London time) on 15 June June 2022 (subject to the right of
the Issuer to extend, re-open and/or terminate the Consent Solicitation).

Hong Kong, 27 May 2022
As at the date of this announcement, the sole director of the Issuer is Mr. WU Zhengkui.
As at the date of this announcement, the directors of the Guarantor are Mr. ZHANG Yuliang, Ms. ZHANG Yun and
Mr. GENG Jing.

– 19 –DISCLAIMER
This announcement must be read in conjunction with the Consent Solicitation Memorandum. The
Consent Solicitation Memorandum contains important information which should be read carefully
before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt
as to the action it should take, it is recommended to seek its own financial advice, including in respectof any tax consequences, from its broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by abroker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes toparticipate in the Consent Solicitation or otherwise participate at the Meeting (including any adjourned
Meeting). None of the Issuer, the Guarantor, the Solicitation Agent, the Trustee, the Agents or the
Information and Tabulation Agent or any person who controls, or any director, officer, representative,
adviser, employee, agent or affiliate of, any such person expresses any opinion about the terms of theConsent Solicitation or Extraordinary Resolution or makes any recommendation whether Noteholders
should participate in the Consent Solicitation or otherwise participate at the Meeting.
SOLICITATION AND DISTRIBUTION RESTRICTIONS
United States
The Consent Solicitation is only being made outside the United States, to persons other than ‘‘U.S.
persons’’ (as defined in Regulation S under the Securities Act). Any purported participation in theConsent Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid
and any participation in the Consent Solicitation is by a person that is located in the United States orthat is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary
basis for a beneficial owner that is giving instructions from within the United States or that is any U.S.
person will not be accepted.
Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for salein the United States or to any U.S. person. The Notes may not be offered or sold in the United States
absent registration or an exemption from registration. The Notes have not been, and will not be,registered under the Securities Act, or the securities laws of any state or other jurisdiction of the UnitedStates, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S.
persons, unless an exemption from the registration requirements of the Securities Act is available.
Each Noteholder participating in the Consent Solicitation will represent that it is not a U.S. person (asdefined in Regulation S under the Securities Act) and is not acting for the account or benefit of any
U.S. person, and that it is not located in the United States.
For the purpose of this announcement and the Consent Solicitation Memorandum, ‘‘United States’’means the United States of America, its territories and possessions, any state of the United States ofAmerica and the District of Columbia.

– 20 –

GeneralNothing in this announcement and the Consent Solicitation Memorandum constitutes or contemplates
an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction
and participation in the Consent Solicitation by a Noteholder in any circumstances in which suchparticipation is unlawful will not be accepted.
In addition to the representations referred to above in respect of the United States, each Noteholder
participating in the Consent Solicitation will be deemed to represent that it is an Eligible Noteholder.
Any Consent Instruction from a Noteholder that is unable to make these representations will not be
accepted. Each of the Issuer, the Guarantor, the Solicitation Agent, the Trustee, the Agents and theInformation and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in
relation to any submission of Consent Instructions, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (forany reason) that such representation is not correct, such Consent Instruction may be rejected.

– 21 –