Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of thisannouncement, 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 this announcement.
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 the United 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 and does not constitute an offer to sell or the solicitation of
an offer to buy any securities in the United States or any other jurisdiction 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.
Notice to Hong Kong investors: Each of the Issuer and the Guarantor confirms that the Consent Solicitation is intended for participationand the Securities are intended for purchase by professional investors (as defined in Chapter 37 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited) (the “Professional Investors”) only and that the Securities are listed on the
Hong Kong Stock Exchange on that basis. Accordingly, each of the Issuer and the Guarantor confirms that the Securities are notappropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

Announcement of the Invitation by
Greenland Global Investment Limited(incorporated in the British Virgin Islands with limited liability)(the “Issuer”)

to Eligible Holders of the outstanding Securities set out in the table below
issued by the Issuer and irrevocably 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 Securities

Solicitation AgentsBOC International

CITIC Securities
Information and Tabulation Agent
Kroll Issuer Services Limited

No.

Description of
the Securities

ISIN/Common
Code

Stock
Code

Outstanding
Principal/Nominal
Amount as at thedate of thisannouncement1

Clearing System
Pool Factor

Outstanding
Principal/Nominal
Amount in therecords of the
Clearing Systems
before the relevant
Clearing System
Pool Factor isapplied1

6.75 per cent.
notes due 20242(the “June 2024
Notes”)ISIN:
XS2016768439

5309

U.S.$398,138,4453

85.50 per cent.

U.S.$465,659,000

5.60 per cent.
notes due 2024
(the “November
2024 Notes”)4

ISIN:
XS2076775233

N/A

U.S.$328,740,8505

95.0 per cent.

U.S.$346,043,000

6.25 per cent.
notes due 2024
(the “December
2024 Notes”)6

ISIN:
XS2188664929

40254

U.S.$25,537,9007

95.0 per cent.

U.S.$26,882,000

5.90 per cent.
notes due 2025
(the “February
2025 Notes”)8

ISIN:
XS1760383577

4427

U.S.$256,924,6509

95.0 per cent.

U.S.$270,447,000

6.125 per cent.
notes due 2025
(the “April 2025
Notes”)10

ISIN:
XS2207192191

40320

U.S.$360,454,70011

95.0 per cent.

U.S.$379,426,000

2

3

4

5

Common Code:201676843

Common Code:207677523

Common Code:
218866492

Common Code:176038357

Common Code:220719219

1

A Clearing System Pool Factor of 85.50 per cent. currently applies to the June 2024 Notes and a Clearing System Pool Factor of 95.0 per cent. currently applies to the November 2024 Notes,
the December 2024 Notes, the February 2025 Notes and the April 2025 Notes. For the avoidance of doubt, no Clearing System Pool Factor currently applies to the September 2025 Notes,
the March 2026 Notes, the January 2027 Notes and the Bonds. The outstanding nominal amount of the relevant Series corresponds to the nominal amount of the relevant Series shown in therecords of the Clearing Systems before the same is multiplied by the relevant Clearing System Pool Factor.

2

The Issuer originally issued U.S.$500,000,000 6.75 per cent. notes due 2022 on 25 June 2019. With effect from 21 June 2022, by way of an extraordinary resolution, inter alia, the maturity
date of the June 2024 Notes was extended to 25 June 2023.With effect from 25 November 2022, by way of an extraordinary resolution, inter alia, the maturity date of the June 2024 Notes
was further extended to 25 June 2024.

3

The Issuer has redeemed U.S.$72,500,000 in aggregate nominal amount of the June 2024 Notes (which has been reflected via the Clearing System Pool Factor). As at the date of thisannouncement, an aggregate nominal amount of U.S.$34,341,000 of the June 2024 Notes (which, after applying the Clearing System Pool Factor, equals to U.S.$29,361,555) is held by oron behalf of the Issuer, the Guarantor and their respective Subsidiaries. According to the relevant Trust Deed, such June 2024 Notes purchased and not cancelled shall not be deemed toremain outstanding.

4

The Issuer originally issued U.S.$370,000,000 5.60 per cent. notes due 2022 on 13 November 2019. With effect from 25 November 2022, by way of an extraordinary resolution, inter alia,
the maturity date of the November 2024 Notes was extended to 13 November 2024.

5

The Issuer has redeemed U.S.$18,485,000 in aggregate nominal amount of the November 2024 Notes (which has been reflected via the Clearing System Pool Factor). As at the date of thisannouncement, an aggregate nominal amount of U.S.$23,957,000 of the November 2024 Notes (which, after applying the Clearing System Pool Factor, equals to U.S.$22,759,150) is heldby or on behalf of the Issuer, the Guarantor and their respective Subsidiaries. According to the relevant Trust Deed, such November 2024 Notes purchased and not cancelled shall not be
deemed to remain outstanding.

6

The Issuer originally issued U.S.$500,000,000 6.25 per cent. notes due 2022 on 16 June 2020. With effect from 25 November 2022, by way of an extraordinary resolution, inter alia, thematurity date of the December 2024 Notes was extended to 16 December 2024.

7

The Issuer has redeemed and cancelled U.S.$429,403,000 in aggregate nominal amount of the December 2024 Notes and has redeemed a further U.S.$3,529,850 in aggregate nominal
amount of the December 2024 Notes (which has been reflected via the Clearing System Pool Factor). As at the date of this announcement, an aggregate nominal amount of U.S.$43,715,000of the December 2024 Notes (which, after applying the Clearing System Pool Factor, equals to U.S.$41,529,250) is held by or on behalf of the Issuer, the Guarantor and their respective
Subsidiaries. According to the relevant Trust Deed, such December 2024 Notes purchased and not cancelled shall not be deemed to remain outstanding.

8

The Issuer originally issued U.S.$300,000,000 5.90 per cent. notes due 2023 on 12 February 2018. With effect from 25 November 2022, by way of an extraordinary resolution, inter alia,
the maturity date of the February 2025 Notes was extended to 12 February 2025.

9

The Issuer has redeemed U.S.$15,000,000 in aggregate nominal amount of the February 2025 Notes (which has been reflected via the Clearing System Pool Factor). As at the date of thisannouncement, an aggregate nominal amount of U.S.$29,553,000 of the February 2025 Notes (which, after applying the Clearing System Pool Factor, equals to U.S.$28,075,350) is held byor on behalf of the Issuer, the Guarantor and their respective Subsidiaries. According to the relevant Trust Deed, such February 2025 Notes purchased and not cancelled shall not be deemed
to remain outstanding.

10

The Issuer originally issued U.S.$400,000,000 6.125 per cent. notes due 2023 on 22 July 2020. With effect from 25 November 2022, by way of an extraordinary resolution, inter alia, thematurity date of the April 2025 Notes was extended to 22 April 2025.

11

The Issuer has redeemed U.S.$20,000,000 in aggregate nominal amount of the April 2025 Notes (which has been reflected via the Clearing System Pool Factor). As at the date of thisannouncement, an aggregate nominal amount of U.S.$20,574,000 of the April 2025 Notes (which, after applying the Clearing System Pool Factor, equals to U.S.$19,545,300) is held by oron behalf of the Issuer, the Guarantor and their respective Subsidiaries. According to the relevant Trust Deed, such April 2025 Notes purchased and not cancelled shall not be deemed toremain outstanding.

2

No.

Description of
the Securities

ISIN/Common
Code

Stock
Code

Outstanding
Principal/Nominal
Amount as at thedate of thisannouncement1

Clearing System
Pool Factor

Outstanding
Principal/Nominal
Amount in therecords of the
Clearing Systems
before the relevant
Clearing System
Pool Factor isapplied66.75 per cent.
notes due 2025
(the “September
2025 Notes”)12

ISIN:
XS2055399054

40007

U.S.$475,472,00013

N/A

N/A

6.75 per cent.
notes due 2026
(the “March2026 Notes”)14

ISIN:
XS2108075784

40174

U.S.$299,350,00015

N/A

N/A

7.25 per cent.
notes due 2027
(the “January2027 Notes”)16

ISIN:
XS2207192605

40321

U.S.$246,000,00017

N/A

N/A

5.875 per cent.
guaranteed bondsdue 2026 (the“Bonds”)18

ISIN:
XS1081321595

5769

U.S.$598,500,00019

N/A

N/A

7

8

9

Common Code:205539905

Common Code:210807578

Common Code:220719260

Common Code:108132159

Early Consent Fee:

0.1 per cent. of the principal/nominal amount of the relevant Series (namely, U.S.$1.00 per U.S.$1,000 inprincipal/nominal amount of such Series), subject to (i) receipt by the Information and Tabulation Agent ofa Consent Instruction(s) in favour of the relevant Extraordinary Resolution at or prior to the Early Consent
Fee Deadline, (ii) the passing of the relevant Extraordinary Resolution, (iii) the satisfaction of the relevant
Eligibility Condition, (iv) the Issuer exercising its sole discretion to implement such Extraordinary
Resolution, (v) receipt by the Information and Tabulation Agent of the Restructuring Support Agreement oraccession(s) thereto duly executed by the relevant Eligible Holder (or in the case where such Eligible Holder
is not a beneficial owner of the relevant Securities, the relevant beneficial owner) at or prior to the Accession
Deadline, and (vi) as otherwise described in the Consent Solicitation Memorandum.

Base Consent Fee:0.05 per cent. of the principal/nominal amount of the relevant Series (namely, U.S.$0.50 per U.S.$1,000 inprincipal/nominal amount of such Series), subject to (i) receipt by the Information and Tabulation Agent ofa Consent Instruction(s) in favour of the relevant Extraordinary Resolution after the Early Consent Fee
Deadline but at or prior to the Voting Deadline, (ii) the passing of the relevant Extraordinary Resolution,

12

The Issuer originally issued U.S.$500,000,000 6.75 per cent. notes due 2023 on 26 September 2019. With effect from 25 November 2022, by way of an extraordinary resolution, inter alia,
the maturity date of the September 2025 Notes was extended to 26 September 2025.

13

The Issuer has not redeemed and cancelled any of the September 2025 Notes. As at the date of this announcement, an aggregate nominal amount of U.S.$24,528,000 of the September 2025
Notes is held by or on behalf of the Issuer, the Guarantor and their respective Subsidiaries. According to the relevant Trust Deed, such September 2025 Notes purchased and not cancelledshall not be deemed to remain outstanding.

14

The Issuer originally issued U.S.$300,000,000 6.75 per cent. notes due 2024 on 3 March 2020. With effect from 25 November 2022, by way of an extraordinary resolution, inter alia, thematurity date of the March 2026 Notes was extended to 3 March 2026.

15

The Issuer has not redeemed and cancelled any of the March 2026 Notes. As at the date of this announcement, an aggregate nominal amount of U.S.$650,000 of the March 2026 Notes isheld by or on behalf of the Issuer, the Guarantor and their respective Subsidiaries. According to the relevant Trust Deed, such March 2026 Notes purchased and not cancelled shall not be
deemed to remain outstanding.

16

The Issuer originally issued U.S.$250,000,000 7.25 per cent. notes due 2025 on 22 July 2020. With effect from 25 November 2022, by way of an extraordinary resolution, inter alia, thematurity date of the January 2027 Notes was extended to 22 January 2027.

17

The Issuer has not redeemed and cancelled any of the January 2027 Notes. As at the date of this announcement, an aggregate nominal amount of U.S.$4,000,000 of the January 2027 Notes
is held by or on behalf of the Issuer, the Guarantor and their respective Subsidiaries. According to the relevant Trust Deed, such January 2027 Notes purchased and not cancelled shall not
be deemed to remain outstanding.

18

The Issuer originally issued U.S.$600,000,000 5.875 per cent. guaranteed bonds due 2024 on 3 July 2014. With effect from 25 November 2022, by way of an extraordinary resolution, interalia, the maturity date of the Bonds was extended to 3 July 2026.

19

The Issuer has not redeemed and cancelled any of the Bonds. As at the date of this announcement, an aggregate principal amount of U.S.$1,500,000 of the Bonds is held by or on behalf of
the Issuer, the Guarantor and their respective Subsidiaries. According to the relevant Trust Deed, such Bonds purchased and not cancelled shall not be deemed to remain outstanding.

3

(iii) the satisfaction of the relevant Eligibility Condition, (iv) the Issuer exercising its sole discretion to
implement such Extraordinary Resolution, (v) receipt by the Information and Tabulation Agent of the
Restructuring Support Agreement or accession(s) thereto duly executed by the relevant Eligible Holder (orin the case where such Eligible Holder is not a beneficial owner of the relevant Securities, the relevant
beneficial owner) at or prior to the Accession Deadline, and (vi) as otherwise described in the Consent
Solicitation Memorandum.
Early Consent Fee Deadline:

4:00 p.m. (London time) on 18 September 2023

Voting Deadline:

4:00 p.m. (London time) on 22 September 2023

Accession Deadline:

4:00 p.m. (London time) on 25 September 2023

The deadlines set by any intermediary or Clearing System may be earlier than the deadlines set out in this announcement.

4This announcement does not contain the full terms and conditions of the Consent Solicitation, which iscontained in the consent solicitation memorandum dated 4 September 2023 (the “Consent Solicitation
Memorandum”) prepared by the Issuer and the Guarantor. Subject to the restrictions described under“Solicitation and Distribution Restrictions” below, Eligible Holders (as defined below) may inspect copies
oftheConsent
Solicitation
Memorandum
fromtheConsent
Website(https://deals.is.kroll.com/greenland) or obtain the same from the Information and Tabulation Agent,
the contact details for which are set out below. In order to access a copy of the Consent Solicitation
Memorandum, a Holder will be required to provide confirmation as to his or her status as an Eligible
Holder. Eligible Holders are encouraged to read the Consent Solicitation Memorandum carefully.
Capitalised terms used in this announcement but not defined have the meanings given to them in theConsent Solicitation Memorandum.

Overview
In respect of each Series, the Issuer has today published a Notice of Meeting to solicit Holders to consider and,if thought fit, approve to pass the relevant Extraordinary Resolution, at a Meeting of the Noteholders of such
Series, which will provide for certain amendments and waivers in relation to the Securities, as more fully
described in the Consent Solicitation Memorandum and the relevant Notice of Meeting available, subject toeligibility confirmation and registration, on the Consent Website.
If the Consent Solicitation is not successfully consummated, as an alternative and to facilitate theimplementation of a restructuring of the Securities, the Issuer and/or the Guarantor may consider launching ascheme of arrangement in Hong Kong pursuant to Part 13 Division 2 of the Companies Ordinance (and/or ascheme of arrangement in any other relevant jurisdiction at the sole discretion of the Issuer or the Guarantor)(the “Scheme”) to effect a transaction contemplated under the Restructuring Support Agreement (open to all
Holders (including U.S. persons)). It is important to note that the terms proposed for the Scheme are materiallydifferent from the Proposed Amendments and Waivers, and are described in the Term Sheet.
To facilitate the approval of the Scheme, the Issuer is requiring, as a condition to receive any Consent Fee orIneligible Holder Payment, each Holder by submitting Consent Instruction(s) or Ineligible Holder
Instructions(s) voting in favour of the relevant Extraordinary Resolution to also execute (in the case where such
Holder is the beneficial owner of the relevant Securities) or cause the beneficial owner on whose behalf such
Holder holds the relevant Securities to execute the Restructuring Support Agreement or an accession thereto
which shall be received by the Information and Tabulation Agent at or prior to the Accession Deadline. Holders
will need to visit the RSA Accession Portal (https://deals.is.kroll.com/greenland-rsa) for instructions on
how to execute the Restructuring Support Agreement (or an accession thereto pursuant to the terms
thereof).

Background
Faced with the impact of novel coronavirus disease (“COVID-19”) across the PRC since December 2019 andslow recovery therefrom since early 2023, the continuing downturn of the PRC real estate industry and risinginterest rates in the international capital market, despite the Issuer’s and the Guarantor’s efforts in servicing
their outstanding debts through various means, the Group has been experiencing significant declines in its sales
and operations and difficulties and delays in disposing of its assets, which in turn affected the Group’s financial
condition, in particular its cash flow and liquidity.
In relation to the Specified Asset (as defined in the relevant Terms and Conditions) designated under “Specified
Asset Sale Undertaking” of the relevant Terms and Conditions, since the completion of the consent solicitationin respect of the Securities in November 2022, the Guarantor has completed two Specified Asset Sales (asdefined in the relevant Terms and Conditions) in late 2022 and early 2023, respectively. Of the amounts

5deposited into the Designated Account, approximately 80 per cent. was generated from the asset sale in late2022, and approximately 20 per cent. was generated from the asset sale in early 2023. Since 2022 there havebeen continuous interest rate hikes, and if current high interest rate environment lasts for longer, the Guarantor
is likely to face difficulties and delays in carrying out further Specified Asset Sales. Given all of the foregoing,
the Issuer and the Guarantor did not pay interest and redemption amounts on the relevant due dates of certain
Series, and foresee continued difficulties in securing sufficient funds to pay interest on or principal of the
Securities in the near future. If there are non-payment events occurred under the Securities, this may lead to
triggering events under, and have a material adverse effect on, the Issuer’s and the Guarantor’s other existing
indebtedness.
In light of the above, the Issuer and the Guarantor are soliciting the consent of the Holders to the Proposed
Amendments and Waivers (to, amongst others, extend the maturity of each Series of the Securities by four
years, postpone the dates scheduled for redemption of five per cent. of the outstanding principal/nominal
amount of several Series by three years, pay PIK Interest at the relevant PIK Interest Rate (in lieu of interest in
cash at the current interest rate) on any interest payment date falling between 1 July 2023 and 30 June 2025
(both inclusive), and waive any potential or actual default (including any non-payment) that may have occurredor may be continuing under the Securities as at the Amendment Effective Date) which would enable the Groupto improve its overall financial condition and cash flows and resolve the liquidity issues.
If the Consent Solicitation is not consummated and the Issuer and/or the Guarantor are unable to postpone
interest and principal payments under the Securities, they may have to consider alternative debt restructurings,
including resorting to a Scheme.
Holders should refer to (a) the Notices of Meetings for full details of the Extraordinary Resolutions and the
Proposed Amendments and Waivers, and (b) the Restructuring Support Agreement for full details of thetransaction contemplated thereunder (including the Term Sheet).
The Proposed Amendments and Waivers
The key Proposed Amendments and Waivers are summarised below. Holders should refer to the relevant Noticeof Meeting (including the relevant Extraordinary Resolution) and the draft Amendment Documentation for fulldetails of the Proposed Amendments and Waivers.
Proposed Amendments(i)extending the maturity date of each Series by four years from their current maturity date;(ii)

in respect of the September 2025 Notes, the March 2026 Notes, the Bonds and the January 2027 Notes,
postponing the dates scheduled for redemption of five per cent. of the principal/nominal amount of therelevant Series (being 26 September 2023, 3 March 2024, 3 July 2024 and 22 January 2025, respectively)by three years; and(iii)

in respect of each Series, paying PIK Interest at the relevant PIK Interest Rate which is one per cent. perannum above the current interest rate (in lieu of interest in cash at the current interest rate) on any interest
payment date falling between 1 July 2023 and 30 June 2025 (both inclusive). For the avoidance of doubt,(i) while the relevant Series are represented by a global certificate which is held on behalf of the Clearing
System, the calculation of PIK Interest in respect of such Series shall be made in respect of the total
aggregate amount of such Series (after applying the relevant Clearing System Pool Factor whereapplicable) and (ii) payment of PIK Interest in respect of the interest periods ending on or prior to the
PIK Interest Payment Date (being 30 days after the Amendment Effective Date subject to the relevantTerms and Conditions) shall be made on the PIK Interest Payment Date at the relevant PIK Interest Rate
to Holders of record at the relevant Clearing System as at close of business of the Clearing System
Business Day prior to the PIK Interest Payment Date, including:

6

(A)

the interest period from and including 3 January 2023 to but excluding 3 July 2023 in respect of
the Bonds;(B)

the interest period from and including 22 January 2023 to but excluding 22 July 2023 in respectof the January 2027 Notes;(C)

the interest period from and including 12 February 2023 to but excluding 12 August 2023 inrespect of the February 2025 Notes;(D)

the interest period from and including 3 March 2023 to but excluding 3 September 2023 in respectof the March 2026 Notes;(E)

the interest period from and including 26 March 2023 to but excluding 26 September 2023 inrespect of the September 2025 Notes; and(F)

the interest period from and including 22 April 2023 to but excluding 22 October 2023 in respectof the April 2025 Notes.

Proposed Waivers
In respect of each Series, waiving any default, event of default or potential default under or breach of therelevant Terms and Conditions or any terms and conditions of the documents relating to the Securities of such
Series that may have occurred or may occur in connection with or resulting directly or indirectly from the
Proposed Amendments in respect of such Series, and any default, event of default or potential event of default
under or breach of the relevant Terms and Conditions or any terms and conditions of the documents relating to
the Securities of such Series that may have occurred or may be continuing as at the Amendment Effective Date(including any existing non-payment on certain Series), whether or not specifically described in the Consent
Solicitation Memorandum or the relevant Notice of Meeting, together with other waivers as set out in therelevant Extraordinary Resolution.

Meetings
The Meetings in respect of the Securities will be held on 26 September 2023 at the offices of Linklaters, 11th
Floor, Alexandra House, Chater Road, Central, Hong Kong:(a)in respect of the June 2024 Notes, at 10:30 a.m. (Hong Kong time);(b)in respect of the November 2024 Notes, at 10:40 a.m. (Hong Kong time) (or immediately following thecompletion of the Meeting in respect of the June 2024 Notes);(c)in respect of the December 2024 Notes, at 10:50 a.m. (Hong Kong time) (or immediately following thecompletion of the Meeting in respect of the November 2024 Notes);(d)in respect of the February 2025 Notes, at 11:00 a.m. (Hong Kong time) (or immediately following thecompletion of the Meeting in respect of the December 2024 Notes);(e)in respect of the April 2025 Notes, at 11:10 a.m. (Hong Kong time) (or immediately following thecompletion of the Meeting in respect of the February 2025 Notes);(f)in respect of the September 2025 Notes, at 11:20 a.m. (Hong Kong time) (or immediately following thecompletion of the Meeting in respect of the April 2025 Notes);(g)in respect of the March 2026 Notes, at 11:30 a.m. (Hong Kong time) (or immediately following thecompletion of the Meeting in respect of the September 2025 Notes);(h)in respect of the January 2027 Notes, at 11:40 a.m. (Hong Kong time) (or immediately following thecompletion of the Meeting in respect of the March 2026 Notes); and

7

(i)

in respect of the Bonds, at 11:50 a.m. (Hong Kong time) (or immediately following the completion of
the Meetings in respect of all other Series).

To the extent that the Issuer determines that it will not be possible or advisable to hold a Meeting at the officesof Linklaters, 11th Floor, Alexandra House, Chater Road, Central, Hong Kong, the Issuer reserves the right tohold the Meetings by audio or video conference 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 or call or other electronicmeans. In those circumstances, those Holders 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 relevant Meeting will be contacted ahead of the Virtual Meeting to provide
their identification documentation and will subsequently be provided with further details about access to the
Virtual Meeting. By electing to attend the Virtual Meeting, each such person shall be deemed to have fully
understood and consented to any process governing the Virtual Meeting. A Holder who has instructed andauthorised the Information and Tabulation Agent (or its nominees) as its proxy in respect of the Securities inrelation to the relevant Meeting in a Consent Instruction or an Ineligible Holder Instruction will be unaffected
if such Meeting is held as a Virtual Meeting and will not be requested or required to take any further action.
Implementation of the Extraordinary Resolutions
The implementation of the Extraordinary Resolution in respect of each Series is conditional upon (1) the
passing of such Extraordinary Resolution; (2) the satisfaction of the relevant Eligibility Condition; (3)the Issuer exercising its sole discretion to implement the Extraordinary Resolution in respect of such
Series; (4) the payment of the Consent Fees and any Ineligible Holder Payments in respect of such Series;and (5) the implementation of the Extraordinary Resolutions for all other Series (unless the Issuer
determines in its sole and absolute discretion to waive such condition).
Notwithstanding anything to the contrary herein and for the avoidance of doubt, the condition describedin item (5) of the foregoing paragraph is for the benefit of the Issuer only. If the Issuer decides to waive
the condition described in item (5) of the foregoing paragraph, this will not constitute a material change
and Holders will not be required to provide new Consent Instructions in relation to the Consent
Solicitation. Any Consent Instructions provided prior to the waiver of such condition shall remain valid
and irrevocable.
In relation to each Series, if the Extraordinary Resolution is not passed or the Eligibility Condition or
any other condition is not satisfied in respect of such Series, or the Issuer elects not to implement such
Extraordinary Resolution, no Consent Fees and Ineligible Holder Payments will be paid and theExtraordinary Resolution will not be implemented for such Series.
The Issuer will, as soon as reasonably practicable after the Meetings, announce (i) the results of the Meetings;(ii) if the relevant Extraordinary Resolution is passed, the satisfaction (or otherwise) of the Eligibility Conditionand (iii) if the Issuer elects to implement the Extraordinary Resolution(s), the Payment Date and the Amendment
Effective Date.
The Proposed Amendments and Waivers will take effect upon execution of the relevant Amendment
Documentation, which will occur as soon as reasonably practicable after the payment of the Consent Fees andany Ineligible Holder Payments, each in respect of the relevant Series.

The Scheme
If the Consent Solicitation is not successfully consummated, as an alternative and to facilitate theimplementation of a restructuring of the Securities, the Issuer and/or the Guarantor may consider launching a8scheme of arrangement in Hong Kong pursuant to Part 13, Division 2 of the Companies Ordinance (and/or ascheme of arrangement in any other relevant jurisdiction at the sole discretion of the Issuer or the Guarantor)(the “Scheme”) to effect a transaction contemplated under the Restructuring Support Agreement (open to all
Holders (including U.S. persons)). It is important to note that the terms proposed for the Scheme arematerially different from the Proposed Amendments and Waivers, and are described in the Term Sheet.
To facilitate the approval of the Scheme, the Issuer is requiring, as a condition to receive any Consent Fee orIneligible Holder Payment, each Holder by submitting Consent Instruction(s) or Ineligible Holder Instruction(s)voting in favour of the relevant Extraordinary Resolution to also execute (in the case where such Holder is thebeneficial owner of the relevant Securities) or cause the beneficial owner on whose behalf such Holder holds
the relevant Securities to execute the Restructuring Support Agreement or an accession thereto which shall bereceived by the Information and Tabulation Agent at or prior to the Accession Deadline. Holders will need tovisit the RSA Accession Portal (https://deals.is.kroll.com/greenland-rsa) for instructions on how to
execute the Restructuring Support Agreement (or an accession thereto pursuant to the terms thereof).
The Restructuring Support Agreement (or the accession thereto) will be binding on such Holder orbeneficial owner upon execution by such person until terminated pursuant to the terms of the
Restructuring Support Agreement.
The Restructuring Support Agreement contains provisions related to termination of, amendments to or waiversof its terms. Please see Clauses 8 and 9 of the Restructuring Support Agreement, the form of which is set forthin Annex A to the Consent Solicitation Memorandum for further details.

Consent Solicitation and Consent Fees
Subject to the conditions set out in the Consent Solicitation Memorandum, if the Issuer elects to implement theExtraordinary Resolution in respect of any Series, the Issuer, failing whom the Guarantor, will pay on the
Payment Date:(a)the Early Consent Fee to each Eligible Holder of the relevant Series (other than where such Eligible
Holder is a Sanctions Restricted Person) (i) who has delivered, or has arranged to have delivered on its
behalf, a valid Consent Instruction in favour of the relevant Extraordinary Resolution which has been
received by the Information and Tabulation Agent at or prior to the Early Consent Fee Deadline, (ii) who
has not revoked such Consent Instruction in the limited circumstances in which revocation is permitted,
and (iii) who has also duly executed (or in the case where such Eligible Holder is not the beneficial
owner of the relevant Securities, has caused the beneficial owner on whose behalf such Eligible Holder
holds the relevant Securities to duly execute) and delivered the Restructuring Support Agreement or anaccession thereto which has been received by the Information and Tabulation Agent at or prior to theAccession Deadline; and(b)

the Base Consent Fee to each Eligible Holder of the relevant Series (other than where such Eligible
Holder is a Sanctions Restricted Person) (i) who has delivered, or has arranged to have delivered on its
behalf, a valid Consent Instruction in favour of the relevant 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, (ii) who has not revoked such Consent Instruction in the limited circumstancesin which revocation is permitted, and (iii) who has also duly executed (or in the case where such Eligible
Holder is not the beneficial owner of the relevant Securities, has caused the beneficial owner on whose
behalf such Eligible Holder holds the relevant Securities to duly execute) and delivered the Restructuring
Support Agreement or an accession thereto which has been received by the Information and Tabulation
Agent at or prior to the Accession Deadline.

9The Consent Fees will be paid as consideration for the relevant Eligible Holder’s agreement to implement therelevant Extraordinary Resolution.
In respect of each Series, separate Consent Instructions must be submitted in respect of each beneficial
owner of the relevant Series and must include the beneficial owner’s name (which shall be the same as
the name included in the Restructuring Support Agreement or accession thereto), email address andtelephone number.
An Eligible Holder who submits its Consent Instruction(s) in favour of the relevant Extraordinary
Resolution only without delivering the Restructuring Support Agreement or accession thereto duly
executed by such Eligible Holder (or in the case where such Eligible Holder is not a beneficial owner ofthe relevant Securities, the relevant beneficial owner) at or prior to the relevant deadlines will not be
entitled to any Consent Fee, but its Consent Instruction(s) to vote in favour of the relevant Extraordinary
Resolution shall remain valid and such votes will be counted for the purposes of the quorum required
for, and the requisite majority of votes cast at, the relevant Meeting.
Eligible Holders 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 relevant Meeting or are not represented at therelevant Meeting, (ii) attend the relevant Meeting in person, (iii) submit a Consent Instruction against or
abstaining from voting on the relevant Extraordinary Resolution, or in favour of the relevant Extraordinary
Resolution but after the Voting Deadline, or do not vote at all, (iv) revoke their Consent Instructions or unblock
their Securities before the relevant Meeting (in the limited circumstances permitted), (v) deliver the duly
executed Restructuring Support Agreement or accession thereto after the Accession Deadline or do not executeor deliver at all; or (vi) are a Sanctions Restricted Person. The provisions of this paragraph are without prejudice
to the right of any Holder under the relevant Terms and Conditions, the relevant Meeting Provisions and therelevant Trust Deed in respect of such Series to arrange for the appointment of a proxy to attend and vote at therelevant Meeting entitling them or their nominee to attend and vote at the relevant Meeting in accordance withthe provisions of the relevant Terms and Conditions, the relevant Meeting Provisions, the relevant Trust Deedand the relevant Notice of Meeting.
Eligible Holders are urged (a) to deliver valid Consent Instructions in accordance with the procedures describedin the Consent Solicitation Memorandum (including, where applicable, through the Clearing Systems inaccordance with the procedures of, and within the time limits specified by, the Clearing Systems) for receipt by
the Information and Tabulation Agent by the Voting Deadline and (b) to also deliver the duly executed
Restructuring Support Agreement or accession thereto in accordance with the procedures described in theConsent Solicitation Memorandum and the instructions described on the RSA Accession Portal for receipt by
the Information and Tabulation Agent by the Accession 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 and any
executed Restructuring Support Agreement or accession thereto received by the Information and Tabulation
Agent after the Accession Deadline will not be eligible for any Consent Fee.
A Clearing System Pool Factor of 85.50 per cent. currently applies to the June 2024 Notes and a Clearing
System Pool Factor of 95.0 per cent. currently applies to the November 2024 Notes, the December 2024 Notes,
the February 2025 Notes and the April 2025 Notes. Unless otherwise stated in this announcement, all references
to “nominal amount” herein refer to the nominal amount after the relevant Clearing System Pool Factor has
been applied. Accordingly, the Consent Fees or any Ineligible Holder Payments to be paid to each Holder ofsuch Series will be calculated based on the adjusted nominal amount after having been adjusted for the relevant
Clearing System Pool Factor (which corresponds to the relevant Clearing System Pool Factor multiplied by thenominal amount of the relevant Series shown in the records of the Clearing Systems).

10Instruction Fee
Where the Consent Solicitation is not consummated and the Scheme is launched and successfully consummated,subject to the terms of the Restructuring Support Agreement, the Instruction Fee will be paid on or prior to the
Restructuring Effective Date (as defined in the Restructuring Support Agreement) to (a) a holder of the
Securities who has (i) delivered a valid Consent Instruction or Ineligible Holder Instruction in favour of therelevant Extraordinary Resolution that is received by the Tabulation and Information Agent at or prior to the
Voting Deadline or the Ineligible Holder Instruction Deadline, as the case may be; and (ii) delivered the duly
executed Restructuring Support Agreement (or accession thereto) at or prior to the Accession Deadline, as suchdeadline may be extended in accordance with the terms of the Restructuring Support Agreement or (b) its
transferee (provided that the transfer(s) are made after the Accession Deadline and in compliance with therequirements in the Restructuring Support Agreement).
An Eligible Holder who delivers the Restructuring Support Agreement or accession thereto duly executedby it (or in the case where such Eligible Holder is not a beneficial owner of the relevant Securities, therelevant beneficial owner) only without submitting its Consent Instruction(s) in favour of the relevant
Extraordinary Resolution at or prior to the relevant deadlines will not be entitled to any Instruction Fee,but such Restructuring Support Agreement or accession thereto will be binding on the relevant Eligible
Holder or beneficial owner (as the case may be) upon execution by such person until terminated pursuant
to the terms of the Restructuring Support Agreement.
For the avoidance of doubt, a Holder who receives a Consent Fee or Ineligible Holder Payment will not be
entitled to any Instruction Fee. The Trustee is not responsible to any person for the payment of, or determinationof any Holder’s eligibility of (including the satisfaction of any conditions precedent to the payment of), theConsent Fees, any Ineligible Holder Payments and the Instruction Fee.
Any Instruction Fee to be paid to each Holder of such Series will be calculated based on the adjusted nominal
amount after having been adjusted for the relevant Clearing System Pool Factor (which corresponds to therelevant Clearing System Pool Factor multiplied by the nominal amount of the relevant Series shown in therecords of the Clearing Systems).

Indicative Timetable
Holders should take note of the important indicative dates and times set out in the timetable below in connection
with the Consent Solicitation (including the execution of the Restructuring Support Agreement or accession
thereto). This timetable is subject to change and dates and times may be extended, re-opened or amended inaccordance with the terms of the Consent Solicitation in respect of the relevant Series, as described in theConsent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetablebelow.
Event

Date

Description of Event

Announcement ofConsent
Solicitation

4 September
2023

The launch announcement published on the website of theHong Kong Stock Exchange and the Consent Website andgiven to Holders through the Clearing Systems.
The Consent Solicitation Memorandum made available to
Eligible Holders on the Consent Website and the
Restructuring Support Agreement made available on the
RSA Accession Portal.
The Notices of Meetings given to the Holders through theClearing Systems.

11EventDate

Description of Event
Documents referred to under “Documents Available forInspection” in the Notices of Meetings (other than thedraft Amendment Documentation which will be available
no later than 7 September 2023) made available on theConsent Website and from the Information and Tabulation
Agent.

Draft Amendment
Documentation
Available

No later than 7
September
2023

Drafts of the Amendment Documentation available on theConsent Website and from the Information and Tabulation
Agent.
Holders are advised to request and review the draft
Amendment Documentation when the same is madeavailable on the Consent Website or from the Information
and Tabulation Agent for the final form of the Proposed
Amendments.

Early Consent Fee
Deadline

4:00 p.m.
(London time),
18 September
2023

Deadline for receipt by the Information and Tabulation
Agent of valid Consent Instructions from Eligible Holders
for such Holders to be eligible for the Early Consent Fee.
Such Consent Instructions must be in favour of therelevant Extraordinary Resolution in order for the Eligible
Holder to be eligible for the Early Consent Fee, andpayment of the Early Consent Fee will be subject to theother conditions set out in the Consent Solicitation
Memorandum (including the execution of the
Restructuring Support Agreement or accession thereto).

Early Ineligible
Holder Instruction
Deadline

4:00 p.m.
(London time),
18 September
2023

Deadline for receipt by the Information and Tabulation
Agent of valid Ineligible Holder Instructions from
Ineligible Holders for such Ineligible Holders to beeligible for the Early Ineligible Holder Payment. Such
Ineligible Holder Instructions must be in favour of therelevant Extraordinary Resolution in order for the
Ineligible Holder to be eligible for the Early Ineligible
Holder Payment, and payment of the Early Ineligible
Holder Payment will be subject to the other conditions set
out in the Consent Solicitation Memorandum (including
the execution of the Restructuring Support Agreement oraccession thereto).

Voting Deadline

4:00 p.m.
(London time),
22 September
2023

Deadline for receipt by the Information and Tabulation
Agent of valid Consent Instructions from Eligible Holders
for such Eligible Holders to be represented at the Meetingand to be eligible for the Base Consent Fee. Such Consent
Instructions must be in favour of the relevant
Extraordinary Resolution in order for the Holder to beeligible for the Base Consent Fee, and payment of the Base
Consent Fee will be subject to the other conditions set out
in the Consent Solicitation Memorandum (including the12EventDate

Description of Event
execution of the Restructuring Support Agreement oraccession thereto).
This will also be the deadline for making any otherarrangements to attend or be represented to vote at therelevant Meeting. However, Holders making such otherarrangements will not be eligible to receive the Consent
Fees or Ineligible Holder Payments.

Ineligible Holder
Instruction
Deadline

4:00 p.m.
(London time),
22 September
2023

Deadline for receipt by the Information and Tabulation
Agent of valid Ineligible Holder Instructions from
Ineligible Holders for such Ineligible Holders to beeligible for the Base Ineligible Holder Payment. Such
Ineligible Holder Instructions must be in favour of therelevant Extraordinary Resolution in order for the
Ineligible Holder to be eligible for the Base Ineligible
Holder Payment and payment of the Base Ineligible
Holder Payment will be subject to the other conditions set
out in the Consent Solicitation Memorandum (including
the execution of the Restructuring Support Agreement oraccession thereto).
This will also be the deadline for making any otherarrangements to attend or be represented to vote at therelevant Meeting. However, Holders making such otherarrangements will not be eligible to receive the Consent
Fees or Ineligible Holder Payments.

Accession
Deadline

4:00 p.m.
(London time),
25 September
2023

Deadline for receipt by the Information and Tabulation
Agent of the Restructuring Support Agreement (oraccession thereto) duly executed by the relevant Holders(or the relevant beneficial owners) for such Holders to beeligible for the Instruction Fee.
Any summary or description of the Restructuring Support
Agreement herein or in the Consent Solicitation
Memorandum is qualified in its entirety by, and is subject
to, the full form of the Restructuring Support Agreement
set forth in Annex A to the Consent Solicitation
Memorandum. Holders are encouraged to read the fullform of the Restructuring Support Agreement set forth inAnnex A to the Consent Solicitation Memorandum indetail.

Meetings
HoldersoftheAnnouncement of
resultsoftheFrom 10:30
a.m. (HongKong time), 26
September
2023

Date of the Meetings. Holders of each Series shall refer tothe relevant Notice of Meeting for the time of the relevant
Meeting.

As soon asreasonably

Announcement of (i) the results of the Meetings; (ii) thesatisfaction (or otherwise) of the Eligibility Condition for13

EventDate

Description of Event

Meetings and thesatisfactionofEligibility
Conditions

practicable
after theMeetings

the relevant Series; and (iii) if the Issuer elects toimplement the Extraordinary Resolution(s), the Payment
Date and the Amendment Effective Date.

Payment Date

Such date asannounced assoon asreasonably
practicable
after theMeetings

Payment of the Consent Fees and any Ineligible Holder
Payments.

Expected to be
no later than
28 September
2023
Amendment
Effective Date

Such date asannounced assoon asreasonably
practicable
after theMeetings

Execution of the Amendment Documentation.
On the Amendment Effective Date, the Proposed
Amendments and Waivers for the relevant Series shallbecome effective on and from the execution of theAmendment Documentation.

Expected to be
no later than
28 September
2023

If a quorum is not achieved at a Meeting or the quorum is achieved and the Extraordinary Resolution ispassed but the Eligibility Condition is not satisfied, the relevant Meeting shall be adjourned and the
adjourned Meeting will be held at a date which will be notified to the relevant Holders in the notice of the
adjourned Meeting. Holders should note that the Consent Instructions or Ineligible Holder Instructions
given in respect of a Meeting shall remain valid for any adjourned Meeting unless validly revoked in thelimited circumstances in which revocation is permitted.
Holders are advised to check with any bank, securities broker or other intermediary through which they holdtheir Securities when such intermediary would need to receive instructions from a Holder in order for such
Holder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke
their instruction to participate in, the Consent Solicitation and/or the Meetings by the deadlines specified
above. The deadlines set by any such intermediary and each Clearing System for the submission and (wherepermitted) revocation of Consent Instructions or Ineligible Holder Instructions will be earlier than thedeadlines above.
Unless stated otherwise, all announcements in connection with the Consent Solicitation will be made by theIssuer through the Clearing Systems for communication to Direct Participants, the Consent Website and (except
for the November 2024 Notes which are no longer listed on the Hong Kong Stock Exchange) the website of theHong Kong Stock Exchange. Significant delays may be experienced in respect of notices delivered to the14

Clearing Systems and Holders are urged, therefore, to contact the Solicitation Agents or the Information andTabulation Agent, the contact details for which are in this announcement, for announcements during the courseof the Consent Solicitation.
Holders of any Series 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 relevant Meeting must provide the name, email
address and passport or other identification number of the person attending the Meeting in person in theirConsent Instructions 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 relevant Terms and Conditions,the relevant Meeting Provisions, the relevant Trust Deed and the relevant Notice of Meeting in respect of such
Series.
Holders may only submit Consent Instructions in principal/nominal amounts of U.S.$200,000 and integral
multiples of U.S.$1,000 in excess thereof (before applying the relevant Clearing System Pool Factor).
At a Meeting where voting takes place by way of poll, every Holder who is present in person or any person
who is a proxy shall have one vote in respect of each U.S.$1,000 in aggregate principal/nominal amount of theoutstanding Securities of such Series represented or held by it. For the avoidance of doubt, voting will be basedon the adjusted nominal amounts of the Securities of such Series instructed by the relevant Holders after the
Clearing System Pool Factor has been applied, with Consent Instructions or Ineligible Holder Instructions (asthe case may be) of each type (in favour or against) being aggregated before rounding down.
Eligible Holders are advised to read the Consent Solicitation Memorandum carefully for full details of,and information on the procedures for participating in, the Consent Solicitation (including the executionof the Restructuring Support Agreement or an accession thereto).

Questions / further information
Holders who need assistance with respect to the procedures for participating in the Consent Solicitation should
contact the following for further information:
The Solicitation Agents
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
CLSA Limited
18/F, One Pacific Place, 88 Queensway, Hong Kong
Attention: Debt Capital Markets
Telephone: +852 2600 8888
Email: project.greenland@clsa.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, Admiralty, Hong Kong

15

Telephone: +852 2281 0114
Email: greenland@is.kroll.com
Consent Website: https://deals.is.kroll.com/greenland
RSA Accession Portal: https://deals.is.kroll.com/greenland-rsa
Attention: Mu-yen Lo / Kevin Wong

DEFINITIONS
The following words and expressions shall have, unless the context otherwise requires or indicates, themeanings set out opposite them below:“Accession Deadline”

4:00 p.m. (London time) on 25 September 2023, subject to theright of the Issuer to extend or terminate in accordance with theConsent Solicitation Memorandum and the Restructuring
Support Agreement.

“Agents”(i)

In respect of each Series of the Notes, the Issuing andPaying Agent, the Transfer Agent and the Registrar; and(ii)

in respect of the Bonds, the Principal Paying Agent, theTransfer Agent and the Registrar.

“Amended and Restated Deedof Guarantee”

In respect of each Series, the deed (the form of which will bemade available on the Consent Website and will be produced at
the relevant Meeting) expressed to amend and restate therelevant Deed of Guarantee and to be entered into between the
Guarantor and the Trustee to give effect to the Proposed
Amendments and Waivers in respect of such Series, such deeds
together, the “Amended and Restated Deeds of Guarantee”.

“Amendment Documentation”

In respect of each Series:(i) the relevant Supplemental Trust Deed; and(ii) the relevant Amended and Restated Deed of Guarantee.

“Amendment Effective Date”

The date on which the Amendment Documentation will beentered into.

“Base Consent Fee”

The payment, rounded to the nearest cent with half a centrounded upwards, that the relevant consenting Eligible Holder
will be eligible to receive if (i) it has validly submitted its
Consent Instruction(s) in favour of the relevant Extraordinary
Resolution which has been received by the Information andTabulation Agent after the Early Consent Fee Deadline but at or
prior to the Voting Deadline; (ii) it has duly executed (or in thecase where such Eligible Holder is not the beneficial owner ofthe relevant Securities, has caused the beneficial owner on whose
behalf such Eligible Holder holds the relevant Securities to duly
execute) and delivered the Restructuring Support Agreement or
an accession thereto which has been received by the Information
and Tabulation Agent at or prior to the Accession Deadline; (iii)the relevant Extraordinary Resolution has been passed; (iv) the
relevant Eligibility Condition has been satisfied; (v) the Issuer
has exercised in its sole discretion to implement such16Extraordinary Resolution and (vi) other conditions set out in theConsent Solicitation Memorandum have been satisfied, being anamount equal to 0.05 per cent. of the principal/nominal amountof the relevant Series (which are subject to Consent
Instruction(s)) which will be payable in the circumstances
described in the Consent Solicitation Memorandum.
An Eligible Holder who submits its Consent Instruction(s) infavour of the relevant Extraordinary Resolution after the
Early Consent Fee Deadline but at or prior to the Voting
Deadline only without delivering the Restructuring Support
Agreement or accession thereto duly executed by such
Eligible Holder (or in the case where such Eligible Holder is
not a beneficial owner of the relevant Securities, the relevant
beneficial owner) at or prior to the Accession Deadline will
not be entitled to any Consent Fee, but its Consent
Instruction(s) to vote in favour of the relevant Extraordinary
Resolution shall remain valid and such votes will be counted
for the purposes of the quorum required for, and therequisite majority of votes cast at, the relevant Meeting.
“Base Ineligible Holder
Payment”

The payment, rounded to the nearest cent with half a centrounded upwards, that the relevant consenting Ineligible Holder
will be eligible to receive if (i) it has validly submitted its
Ineligible Holder Instruction(s) in favour of the relevant
Extraordinary Resolution which has been received by the
Information and Tabulation Agent after the Early Ineligible
Holder Instruction Deadline but at or prior to the Ineligible
Holder Instruction Deadline; (ii) it has duly executed (or in thecase where such Ineligible Holder is not the beneficial owner ofthe relevant Securities, has caused the beneficial owner on whose
behalf such Ineligible Holder holds the relevant Securities toduly execute) and delivered the Restructuring Support
Agreement or an accession thereto which has been received by
the Information and Tabulation Agent at or prior to the Accession
Deadline; (iii) the relevant Extraordinary Resolution has been
passed; (iv) the relevant Eligibility Condition has been satisfied;(v) the Issuer has exercised in its sole discretion to implement
such Extraordinary Resolution and (vi) other conditions set out
in the Consent Solicitation Memorandum have been satisfied,being an amount equal to 0.05 per cent. of the principal/nominal
amount of the relevant Series (which are subject to Ineligible
Holder Instruction(s)) which will be payable in thecircumstances described in the relevant Notice of Meeting.
An Ineligible Holder who submits its Ineligible Holder
Instruction(s) in favour of the relevant Extraordinary
Resolution after the Early Ineligible Holder Instruction
Deadline but at or prior to the Ineligible Holder Instruction
Deadline only without delivering the Restructuring Support

17

Agreement or accession thereto duly executed by such
Ineligible Holder (or in the case where such Ineligible Holder
is not a beneficial owner of the relevant Securities, therelevant beneficial owner) at or prior to the Accession
Deadline will not be entitled to any Ineligible Holder
Payment, but its Ineligible Holder Instruction(s) to vote infavour of the relevant Extraordinary Resolution shall remain
valid and such votes will be counted for the purposes of thequorum required for, and the requisite majority of votes castat, the relevant Meeting.
“Clearing System”

Euroclear and/or Clearstream.

“Clearing System Business
Day”

Monday to Friday, inclusive except 25 December and 1 January.

“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 dateof the Consent Solicitation Memorandum informing Direct
Participants of the procedures to be followed in order toparticipate in the Consent Solicitation or otherwise participate at
the Meetings.

“Clearing System Pool Factor”

A pool factor expressed as a percentage applies to the relevant
Series held through the Clearing Systems such that theoutstanding nominal amount of the relevant Series corresponds
to the pool factor multiplied by the nominal amount of therelevant Series shown in the records of the Clearing Systems.
Unless otherwise stated in this announcement, all references to“nominal amount” herein refer to the nominal amount after the
relevant Clearing System Pool Factor has been applied.
Accordingly, the Consent Fees, any Ineligible Holder Paymentsor the Instruction Fee to be paid to each Holder of such Series
will be calculated based on the adjusted nominal amount after
having been adjusted for the relevant Clearing System Pool
Factor (which corresponds to the relevant Clearing System Pool
Factor multiplied by the nominal amount of the relevant Series
shown in the records of the Clearing Systems).

“Clearstream”

Clearstream Banking S.A.

“Companies Ordinance”

Companies Ordinance (Cap. 622, Laws of Hong Kong) as
amended, modified or re-enacted from time to time.

“Consent Fees”

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

“Consent Instruction”

In respect of each Series, an electronic voting and blocking
instruction in the form specified by the applicable Clearing
System for submission by Direct Participants to the Information
and Tabulation Agent via the relevant Clearing System and inaccordance with the requirements of such Clearing System inorder for Eligible Holders to be able to participate in the Consent

18

Solicitation prior to the deadlines set out in the Consent
Solicitation Memorandum.
“Consent Solicitation”

The invitation to each of the Eligible Holders in respect of each
Series to vote in respect of the relevant Extraordinary Resolution
in respect of all or some only of their respective Securities bysubmitting Consent Instructions at or prior to the Voting
Deadline.

“Consent Solicitation
Memorandum”

The consent solicitation memorandum dated 4 September 2023
(which shall, for the avoidance of doubt, include the form of the
Restructuring Support Agreement and its schedules), as amended
and supplemented form time to time.

“Consent Website”

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

“Deed of Guarantee”

The amended and restated deed of guarantee in respect of each
Series dated 25 November 2022 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 Securities.

“Early Consent Fee”

The payment, rounded to the nearest cent with half a centrounded upwards, that the relevant consenting Eligible Holder
will be eligible to receive if (i) it has validly submitted its
Consent Instruction(s) in favour of the relevant Extraordinary
Resolution which has been received by the Information andTabulation Agent at or prior to the Early Consent Fee Deadline;(ii) it has duly executed (or in the case where such Eligible
Holder is not the beneficial owner of the relevant Securities, hascaused the beneficial owner on whose behalf such Eligible
Holder holds the relevant Securities to duly execute) anddelivered the Restructuring Support Agreement or an accession
thereto which has been received by the Information andTabulation Agent at or prior to the Accession Deadline; (iii) the
relevant Extraordinary Resolution has been passed; (iv) the
relevant Eligibility Condition has been satisfied; (v) the Issuer
has exercised in its sole discretion to implement such
Extraordinary Resolution and (vi) other conditions set out in theConsent Solicitation Memorandum have been satisfied, being anamount equal to 0.1 per cent. of the principal/nominal amount of
the relevant Series (which are subject to Consent Instruction(s))
which will be payable in the circumstances described in theConsent Solicitation Memorandum.
An Eligible Holder who submits its Consent Instruction(s) infavour of the relevant Extraordinary Resolution at or prior
to the Early Consent Fee Deadline only without delivering
the Restructuring Support Agreement or accession thereto
duly executed by such Eligible Holder (or in the case where19such Eligible Holder is not a beneficial owner of the relevant
Securities, the relevant beneficial owner) at or prior to theAccession Deadline will not be entitled to any Consent Fee,but its Consent Instruction(s) to vote in favour of the relevant
Extraordinary Resolution shall remain valid and such votes
will be counted for the purposes of the quorum required for,and the requisite majority of votes cast at, the relevant
Meeting.
“Early Consent Fee Deadline”

4:00 p.m. (London time) on 18 September 2023 (subject to theright of the Issuer to extend, re-open and/or terminate theConsent Solicitation).

“Early Ineligible Holder
Payment”

The payment, rounded to the nearest cent with half a centrounded upwards, that the relevant consenting Ineligible Holder
will be eligible to receive if (i) it has validly submitted its
Ineligible Holder Instruction(s) in favour of the relevant
Extraordinary Resolution which has been received by the
Information and Tabulation Agent at or prior to the Early
Ineligible Holder Instruction Deadline; (ii) it has duly executed(or in the case where such Ineligible Holder is not the beneficial
owner of the relevant Securities, has caused the beneficial owner
on whose behalf such Ineligible Holder holds the relevant
Securities to duly execute) and delivered the Restructuring
Support Agreement or an accession thereto which has been
received by the Information and Tabulation Agent at or prior to
the Accession Deadline; (iii) the relevant Extraordinary
Resolution has been passed; (iv) the relevant Eligibility
Condition has been satisfied; (v) the Issuer has exercised in its
sole discretion to implement such Extraordinary Resolution and(vi) other conditions set out in the Consent Solicitation
Memorandum have been satisfied, being an amount equal to 0.1
per cent. of the principal/nominal amount of the relevant Series(which are subject to Ineligible Holder Instruction(s)) which will
be payable in the circumstances described in the relevant Noticeof Meeting.
An Ineligible Holder who submits its Ineligible Holder
Instruction(s) in favour of the relevant Extraordinary
Resolution at or prior to the Early Ineligible Holder
Instruction Deadline only without delivering the
Restructuring Support Agreement or accession thereto duly
executed by such Ineligible Holder (or in the case where such
Ineligible Holder is not a beneficial owner of the relevant
Securities, the relevant beneficial owner) at or prior to theAccession Deadline will not be entitled to any Ineligible
Holder Payment, but its Ineligible Holder Instruction(s) tovote in favour of the relevant Extraordinary Resolution shallremain valid and such votes will be counted for the purposes20

of the quorum required for, and the requisite majority of
votes cast at, the relevant Meeting.
“Early Ineligible Holder
Instruction Deadline”

4:00 p.m. (London time) on 18 September 2023 (subject to theright of the Issuer to extend, re-open and/or terminate theConsent Solicitation).

“Eligibility Condition”

The condition to the effectiveness of the relevant Extraordinary
Resolution, if passed, that the quorum required for, and therequisite majority of votes in cast at the relevant Meeting aresatisfied by Eligible Holders irrespective of any participation atby Ineligible Holders (including the satisfaction of suchcondition at any adjourned Meeting as described in the Consent
Solicitation Memorandum).

“Eligible Holder”

Each Holder 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.

“Eligible Restricted Securities”

has the meaning given to it in the Restructuring Support
Agreement.

“Euroclear”

Euroclear Bank SA/NV.

“Extraordinary Resolution”

In respect of each Series, the extraordinary resolution to be putat the relevant Meeting, as further described in the Consent
Solicitation Memorandum and the relevant Notice of Meeting
and which is to be proposed, considered and voted upon at therelevant Meeting (as set out in the relevant Notice of Meeting),and such extraordinary resolutions together, the “Extraordinary
Resolutions”.

“Group”

The Issuer, the Guarantor and its subsidiaries.

“Holder”

A holder of the Securities including the beneficial owner of aparticular principal/nominal amount of the Securities, (i) as
shown in the records of Euroclear, Clearstream or any Direct
Participant or (ii) holding the Securities, directly or indirectly,
through a broker, dealer, bank, custodian, trust company or othernominee who in turn holds the Securities through a Direct
Participant.

“Hong Kong”

The Hong Kong Special Administrative Region of the People’s
Republic of China.

“Hong Kong Stock Exchange”

The Stock Exchange of Hong Kong Limited.

“Ineligible Holder”

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

21

“Ineligible Holder Instruction”

In respect of each Series, the electronic instruction to besubmitted by a Direct Participant to the Information andTabulation Agent through Euroclear or Clearstream in the form
described in the relevant Clearing System Notice in order for
Ineligible Holders holding the relevant Securities throughEuroclear/Clearstream to vote.

“Ineligible Holder Instruction
Deadline”

4:00 p.m. (London time) on 22 September 2023 (subject to theright of the Issuer to extend, re-open and/or terminate theConsent Solicitation).

“Ineligible Holder Payments”

The Early Ineligible Holder Payment and/or the Base Ineligible
Holder Payment.

“Information and Tabulation
Agent”“Instruction Fee”

Kroll Issuer Services Limited.
The payment, rounded to the nearest cent with half a centrounded upwards, which, subject to the terms of the
Restructuring Support Agreement, will be paid on or prior to the
Restructuring Effective Date to (a) a holder of the Securities who
has (i) delivered a valid Consent Instruction or Ineligible Holder
Instruction in favour of the relevant Extraordinary Resolutionthat is received by the Tabulation and Information Agent at or
prior to the Voting Deadline or the Ineligible Holder Instruction
Deadline, as the case may be; and (ii) delivered the duly executed
Restructuring Support Agreement (or accession thereto) at or
prior to the Accession Deadline, as such deadline may be
extended in accordance with the terms of the Restructuring
Support Agreement or (b) its transferee (provided that thetransfer(s) are made after the Accession Deadline and incompliance with the requirements in the Restructuring Support
Agreement), being 0.05 per cent. of the aggregate
principal/nominal amount of the relevant Eligible Restricted
Securities. For the avoidance of doubt, a Holder who receives aConsent Fee or Ineligible Holder Payment will not be entitled to
any Instruction Fee. Holders should refer to the Restructuring
Support Agreement for full details of the transaction
contemplated thereunder (including the Term Sheet).
An Eligible Holder who delivers the Restructuring Support
Agreement or accession thereto duly executed by it (or in thecase where such Eligible Holder is not a beneficial owner ofthe relevant Securities, the relevant beneficial owner) only
without submitting its Consent Instruction(s) in favour of therelevant Extraordinary Resolution at or prior to the relevant
deadlines will not be entitled to any Instruction Fee, but such
Restructuring Support Agreement or accession thereto will
be binding on the relevant Eligible Holder or beneficial
owner (as the case may be) upon execution by such person

22until terminated pursuant to the terms of the Restructuring
Support Agreement.
Holders are encouraged to read the full form of the
Restructuring Support Agreement set forth in Annex A to theConsent Solicitation Memorandum in detail for the terms
and conditions of the transaction contemplated thereunder,
including the eligibility for payment of the Instruction Fee.
“Issuing and Paying Agent”

The Hongkong and Shanghai Banking Corporation Limited.

“Meeting”

In respect of each Series, the meeting (or the adjourned meeting)of the Holders of the relevant Series to consider and, if thought
fit, pass the relevant Extraordinary Resolution as described in theConsent Solicitation Memorandum and the relevant Notice ofMeeting, and all such meetings together, the “Meetings”.

“Meeting Provisions”

The provisions for meetings of Holders referred to in the Terms
and Conditions in respect of the relevant Series and set out (inthe case of the Notes) in Schedule 3 (Provisions for Meetings ofNoteholders) of the relevant Trust Deed and (in the case of theBonds) in Schedule 3 (Provisions for Meetings of Bondholders)of the relevant Trust Deed.

“Notes”

The June 2024 Notes, the November 2024 Notes, the December
2024 Notes, the February 2025 Notes, the April 2025 Notes, theSeptember 2025 Notes, the March 2026 Notes and/or the January2027 Notes (as the case may be).

“Notice of Meeting”

In respect of each Series, the notice of the Meeting of the Holdersof the relevant Series each dated 4 September 2023, and together,
the “Notices of Meetings”.

“Payment Date”

The date on which the Issuer, failing whom the Guarantor, will
pay the Consent Fees and any Ineligible Holder Payments in
respect of the relevant Series, which will be announced as soon
as reasonably practicable after the Meetings.
The Payment Date is expected to be no later than 28 September
2023. Subject as provided in the Consent Solicitation
Memorandum, the Payment Date may be earlier or later than thisdate.

“PIK Interest”

Payment-in-kind interest at the PIK Interest Rate (in lieu ofinterest in cash at the current interest rate) payable on any interest
payment date falling between 1 July 2023 and 30 June 2025
(both inclusive), as further described in the relevant Notice ofMeeting and the form of the relevant Supplemental Trust Deed.
For the avoidance of doubt, (i) while the relevant Series are
represented by a global certificate which is held on behalf of the
Clearing System, the calculation of PIK Interest in respect ofsuch Series shall be made in respect of the total aggregate
amount of such Series (after applying the relevant Clearing
System Pool Factor where applicable) and (ii) payment of PIK

23

Interest in respect of the interest periods ending on or prior to the
PIK Interest Payment Date shall be made on the PIK Interest
Payment Date at the relevant PIK Interest Rate to Holders ofrecord at the relevant Clearing System as at close of business of
the Clearing System Business Day prior to the PIK Interest
Payment Date, including:

the interest period from and including 3 January 2023 to but
excluding 3 July 2023 in respect of the Bonds;

the interest period from and including 22 January 2023 to
but excluding 22 July 2023 in respect of the January 2027
Notes;

the interest period from and including 12 February 2023 to
but excluding 12 August 2023 in respect of the February
2025 Notes;



the interest period from and including 3 March 2023 to but
excluding 3 September 2023 in respect of the March 2026
Notes;

the interest period from and including 26 March 2023 to but
excluding 26 September 2023 in respect of the September
2025 Notes; and

the interest period from and including 22 April 2023 to but
excluding 22 October 2023 in respect of the April 2025
Notes.

“PIK Interest Payment Date”

The date that is 30 days after the Amendment Effective Date,subject to the relevant Terms and Conditions.

“PIK Interest Rate”

The interest rate at which PIK Interest will be paid, being, inrespect of each Series, one per cent. per annum above the current
interest rate, as further described in the relevant Notice ofMeeting and the form of the relevant Supplemental Trust Deed.

“PRC”

The People’s Republic of China, which, for the purpose of thisannouncement, excludes Hong Kong, the Macau Special
Administrative Region of the People’s Republic of China andTaiwan region.

“Principal Paying Agent”

The Hongkong and Shanghai Banking Corporation Limited.

“Pricing Supplement”

The pricing supplement of the relevant Series of the Notes.

“Proposed Amendments andWaivers”

The proposed amendments and waivers as fully described in the
Extraordinary Resolutions and the Notices of Meetings.

“Registrar”

The Hongkong and Shanghai Banking Corporation Limited.

“Restructuring Effective Date”

has the meaning given to it in the Restructuring Support
Agreement.

“Restructuring Support
Agreement”

The Restructuring Support Agreement in the form which is set
out in Annex A to the Consent Solicitation Memorandum.
Holders will need to visit the RSA Accession Portal(https://deals.is.kroll.com/greenland-rsa) for instructions on

24

how to execute the Restructuring Support Agreement (or anaccession thereto pursuant to the terms thereof). The
Restructuring Support Agreement (or the accession thereto)
will be binding on such Holder or beneficial owner upon
execution by such person until terminated pursuant to theterms of the Restructuring Support Agreement.
“RSA Accession Portal”

https://deals.is.kroll.com/greenland-rsa, the portal operated by
the Information and Tabulation Agent for Holders to submit theAccession Letters as defined in the Restructuring Support
Agreement.

“Sanctions Authority”

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

“Sanctions Restricted Person”

A person or entity (a “Person”):(a) that is, or is directly or indirectly owned or controlled by a
Person that is, described or designated in:(i) the most current “Specially Designated Nationals andBlocked 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 thedatehereof
can
be
found
at:
http://data.europa.eu/88u/dataset/consolidated-list-ofpersons-groups-and-entities-subject-to-eu-financialsanctions); or(b) that is otherwise the subject of any sanctions administeredor enforced 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/ssili
st.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

25

1290/2014 and Council Regulation (EU) No
2015/1797 (the “EU Annexes”); or(iii) any other list maintained by a Sanctions Authority,with similar effect to the SSI List or the EU
Annexes; or(Y) solely by virtue of (A) them being the subject ofrestrictions imposed by the U.S. Department of Commerce’s
Bureau of Industry 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 tothe new Executive Order of 3 June 2021 entitled“Addressing the Threat from Securities Investments that
Finance Certain Companies of the People’s Republic ofChina” (known as the Non-SDN Chinese Military-Industrial
Complex Companies List), which amends the Executive
Order 13959 of 12 November 2020 entitled “Addressing theThreat from Securities Investments that Finance Chinese
Military Companies”; or (C) them being subject torestrictions imposed on the operation of an online service,
Internet application or other information or communication
services in the United States directed at preventing a foreign
government from accessing the data of U.S. persons.
“Scheme”

If the Consent Solicitation is not successfully consummated, as
an alternative and to facilitate the implementation of a
restructuring of the Securities, the scheme of arrangement
proposed to be effected pursuant to Part 13 Division 2 of theCompanies Ordinance (and/or a scheme of arrangement in any
other relevant jurisdiction at the sole discretion of the Issuer or
the Guarantor) between the Issuer or the Guarantor (as the casemay be) and the Scheme Creditors for the purpose of
implementing the restructuring of the Securities, as
contemplated under the Term Sheet and the Restructuring
Support Agreement.

“Scheme Creditors”

has the meaning given to it in the Restructuring Support
Agreement.

“Securities Act”

The United States Securities Act of 1933, as amended.

“Series”

Each or any series of the Securities.

“Solicitation Agents”

BOCI Asia Limited and CLSA Limited, each a “Solicitation
Agent”.

“Subsidiary”

In relation to each Series, has the meaning given to it in therelevant Terms and Conditions.

“Supplemental Trust Deed”

In respect of each Series, the deed (the form of which will bemade available on the Consent Website and will be produced at
the relevant Meeting) expressed to be supplemental to therelevant Trust Deed and to be entered into between the Issuer,

26

the Guarantor and the Trustee to give effect to the Proposed
Amendments and Waivers, and such deeds together, the“Supplemental Trust Deeds”.
“Terms and Conditions”

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

“Term Sheet”

The term sheet in relation to the restructuring of the Securities as
set out in Schedule 4 to the Restructuring Support Agreement.

“Transfer Agent”

The Hongkong and Shanghai Banking Corporation Limited.

“Trust Deed”(i)

In respect of the February 2025 Notes, the trust deed dated
9 October 2014 between the Issuer, the Guarantor and theTrustee, as amended and supplemented by a supplemental
trust deed in respect of the February 2025 Notes dated 25
November 2022;(ii) in respect of the June 2024 Notes, the amended and restatedtrust deed dated 10 May 2019 between the Issuer, theGuarantor and the Trustee, as amended and supplemented
by a supplemental trust deed in respect of the June 2024
Notes dated 21 June 2022 and as further amended andsupplemented by a supplemental trust deed in respect of theJune 2024 Notes dated 25 November 2022;(iii) in respect of each Series of the Notes (other than the June
2024 Notes and the February 2025 Notes), the amended andrestated trust deed dated 10 May 2019 between the Issuer,
the Guarantor and the Trustee, as amended andsupplemented by a supplemental trust deed in respect of therelevant Series dated 25 November 2022; and/or(iv) in respect of the Bonds, the trust deed dated 3 July 2014
between the Issuer, the Guarantor and the Trustee, as
amended and supplemented by a supplemental trust deed in
respect of the Bonds dated 25 November 2022,
as the case may be.
“Trustee”

The Hongkong and Shanghai Banking Corporation Limited.

“U.S.$” or “U.S. dollars”

The lawful currency of the United States of America.

“Voting Deadline”

4:00 p.m. (London time) on 22 September 2023 (subject to theright of the Issuer to extend, re-open and/or terminate theConsent Solicitation).

Hong Kong, 4 September 2023
As at the date of this announcement, the sole director of the Issuer is Mr. WU Zhengkui.

27

As at the date of this announcement, the directors of the Guarantor are Mr. ZHANG Yuliang, Ms. ZHANG Yun
and Mr. GENG Jing.

28

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 and the Restructuring Support Agreement. If any Holder is inany 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 Securities are held on its behalf by a broker, dealer,bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in therelevant Consent Solicitation, execute the Restructuring Support Agreement or otherwise participate at the
Meetings (including any adjourned Meeting). None of the Issuer, the Guarantor, the Solicitation Agents, theTrustee, 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 termsof the Consent Solicitation, the Proposed Amendments and Waivers, the Extraordinary Resolutions, theRestructuring Support Agreement or the Scheme or makes any recommendation whether Holders should
participate in the Consent Solicitation, or execute the Restructuring Support Agreement (or an accession thereto)or otherwise participate at the Meetings.

SOLICITATION AND DISTRIBUTION RESTRICTIONS
United States
The Consent Solicitation is only being made outside the United States, to persons other than “U.S. persons” (asdefined in Regulation S under the Securities Act). Any purported participation in the Consent Solicitation isresulting directly or indirectly from a violation of these restrictions will be invalid and any participation in theConsent Solicitation by a person that is located in the United States or that 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 not an offer of securities for sale in
the United States or to any U.S. person. Securities may not be offered or sold in the United States absent
registration or an exemption from registration. The Securities have not been, and will not be, registered under
the Securities Act, or the securities laws of any state or other jurisdiction of the United States, 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 Holder participating in the Consent Solicitation will represent that it is not a U.S. person (as defined inRegulation 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 theUnited States of America, its territories and possessions, any state of the United States of America and theDistrict of Columbia.

United Kingdom
The communication of this announcement, the Consent Solicitation Memorandum and any other documents ormaterials relating to the Consent Solicitation is not being made and such documents and/or materials have notbeen approved by an authorised person for the purposes of section 21 of the United Kingdom’s Financial
Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made (i) outside of
the United Kingdom and (ii) within the United Kingdom to (1) those persons falling within the definition of29

investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or within Article 43(2) of the
Financial Promotion Order, and (2) any other persons to whom these documents and/or materials may lawfully
be communicated (such persons together being “Relevant Persons”). The Consent Solicitation is only available
to Relevant Persons and the transactions contemplated herein will be available only to, or engaged in only with,
Relevant Persons, and must not be relied or acted upon by persons other than Relevant Persons.

Singapore
None of this announcement, the Consent Solicitation Memorandum or any other documents or materials relating
to the Consent Solicitation have been or will be registered as a prospectus with the Monetary Authority ofSingapore under the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time(the “SFA”). Accordingly, this announcement, the Consent Solicitation Memorandum and any other documents
or materials relating to the Consent Solicitation may not be distributed or caused to be distributed to any person
in Singapore other than to (a) an institutional investor (as defined in Section 4A of the SFA) pursuant to Section
274 of the SFA; or (ii) a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)of the SFA or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of,any other applicable provision of the SFA.

Hong Kong
The contents of this announcement and the Consent Solicitation Memorandum have not been reviewed by any
regulatory authority in Hong Kong. Holders should exercise caution in relation to the Consent Solicitation. If a
Holder is in any doubt about any of the contents of this announcement or the Consent Solicitation Memorandum,
such Holder should obtain independent professional advice.
The Consent Solicitation has not been made and will not be made in Hong Kong, by means of any document
other than: (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of thelaws of Hong Kong (the “SFO”) and any rules made under that ordinance; or (ii) in other circumstances which
do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of the laws of Hong Kong or which do not constitute an offer to the public
within the meaning of that ordinance.
Further, no person has issued or had in its possession for the purposes of issue, or will issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or
document relating to the Consent Solicitation, which is directed at, or the contents of which are likely to beaccessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of HongKong) other than with respect to the Consent Solicitation which is or is intended to be made only to persons
outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under that
ordinance. This announcement and the Consent Solicitation Memorandum and the information contained herein
may not be used other than by the person to whom it is addressed and may not be reproduced in any form ortransferred to any person in Hong Kong.
The Consent Solicitation is not intended to be made to the public in Hong Kong and it is not the intention of
the Issuer and the Guarantors that the Consent Solicitation be made to the public in Hong Kong.

Japan
The Consent Solicitation has not been and will not be registered under the Financial Instruments and Exchange
Law of Japan (Law No. 25 of 1948, as amended, the “FIEA”) and may not be offered or sold directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any
person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to30others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the
FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

PRC
The Consent Solicitation shall not be made in the PRC (excluding Hong Kong, Macau and Taiwan), directly or
indirectly, expect in compliance with applicable laws and regulations.

British Virgin Islands
No invitation has been made or will be made, directly or indirectly, to any person in the British Virgin Islands
or to the public in the British Virgin Islands to purchase the Securities or in relation to the Securities, and the
Securities and the Consent Solicitation is not being made and may not be made, directly or indirectly, in the
British Virgin Islands, except as otherwise permitted by the British Virgin Islands laws.
This announcement and the Consent Solicitation Memorandum do not constitute, and there will not be, anoffering of the Securities and the Consent Solicitation to any person in the British Virgin Islands.

GeneralNothing in this announcement or 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 Holder in any circumstances in which such participation is unlawful will not be
accepted.
In addition to the representations referred to above, each Holder participating in the Consent Solicitation will
be deemed to represent that it is an Eligible Holder. Any Consent Instruction from a Holder that is unable to
make these representations will not be accepted. Each of the Issuer, the Guarantor, the Solicitation Agents, theTrustee, the Agents and the Information and Tabulation Agent reserves the right, in its absolute discretion, toinvestigate, in relation to any submission of Consent Instructions, whether any such representation given by a
Holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason)that such representation is not correct, such Consent Instruction may be rejected.

31