CQNA

IMPORTANT INFORMATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached tender offer memorandum (the “Tender Offer Memorandum”) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the attached Tender Offer Memorandum. By accessing the attached Tender Offer Memorandum, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Chongqing Nan’an Urban Construction & Development (Group) Co., Ltd. (重慶市南岸區城市建設發展(集團)有限公司) (the “Company”), China International Capital Corporation Hong Kong Securities Limited (the “Dealer Manager”) or D.F. King Limited (the “Information and Tender Agent”) as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the attached Tender Offer Memorandum.

THE ATTACHED TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE ATTACHED TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES OF AMERICA AND TO PERSONS WHO ARE NOT U.S. PERSONS AND TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE ATTACHED TENDER OFFER MEMORANDUM. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED TENDER OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE LAWS.

Confirmation of your representation: In order to be eligible to view the attached Tender Offer Memorandum or make an investment decision with respect to the Offers (as defined below), you must not be a U.S. Person and must be outside the United States of America and you must be otherwise able to participate lawfully in the invitation by the Company to holders of the Bonds (as defined below) to tender their Bonds for purchase by the Company (each an “Offer”, and together the “Offers”) on the terms and subject to the conditions set out in the attached Tender Offer Memorandum including the offer and distribution restrictions set out therein (the “Offer and Distribution Restrictions”).

The attached Tender Offer Memorandum was sent at your request and by accessing the attached Tender Offer Memorandum you shall be deemed to have represented to the Company, the Dealer Manager and the Information and Tender Agent that:

• you are a holder or a beneficial owner of one or more series of the following outstanding bonds issued by the Company: (1) U.S.$500,000,000 4.66 per cent. Bonds due 2024 (XS1994697974) (the “2019 Bonds”) and/or (2) U.S.$150,000,000 4.20 per cent. Bonds due 2024 (XS2356402011) (the “2021 Bonds”, together with the 2019 Bonds, the “Bonds” and each, “a series of the Bonds”);
• neither you nor any beneficial owner of any series of the Bonds or any other person on whose behalf you are acting, either directly or indirectly, is located in the United States of America;
• you are not, and you are not acting for the account or benefit of, a U.S. Person (as defined in as defined in Regulation S of the Securities Act);
• you are not a Sanctions Restricted Person (as defined in the Tender Offer Memorandum);
• the electronic mail address that you have given to us and to which the attached Tender Offer Memorandum has been delivered is not located in the United States of America;
• you are otherwise a person to whom it is lawful to send the attached Tender Offer Memorandum or to make an invitation pursuant to the Offers in accordance with applicable laws, including the Offers and Distribution Restrictions; and
• you consent to delivery of the attached Tender Offer Memorandum by electronic transmission.

The attached Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Dealer Manager, the Information and Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any change or alteration arising during the process of transmission.

You are also reminded that the attached Tender Offer Memorandum has been sent to you on the basis that you are a person into whose possession the attached Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the attached Tender Offer Memorandum to any other person.

Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Offers be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in that jurisdiction, such Offers shall be deemed to be made by the Dealer Manager or affiliate on behalf of the Company in such jurisdiction.

The distribution of the attached Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the attached Tender Offer Memorandum comes are required by the Company, the Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, such restrictions.

You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.