Hysan Development Company Limited

IMPORTANT NOTICE
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES AND ANY 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 (as it may be amended or supplemented from time to time, the “Tender Offer Memorandum”) and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing the Tender Offer Memorandum or accepting the Tender Offer Memorandum by email, you shall be deemed (in addition to giving the representations below) to agree 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 Hysan Development Company Limited (the “Offeror”), [J.P. Morgan Securities plc], Standard Chartered Bank (Hong Kong) Limited and UBS AG Hong Kong Branch (together the “Joint Dealer Managers” and each a “Joint Dealer Manager”), or D.F. King Ltd. (the “Information and Tender Agent”) as a result of such acceptance and access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum.

THE TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE TENDER OFFER MEMORANDUM. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF APPLICABLE LAWS.

Confirmation of your representation: In order to be eligible to view the Tender Offer Memorandum or make an investment decision with respect to the Offer (as defined below), you (i) must be outside the United States; and (ii) must be otherwise able to participate lawfully in the invitation by the Offeror to holders of the outstanding U.S.$850,000,000 subordinated guaranteed perpetual capital securities issued by Elect Global Investments Limited (the “Issuer”) on 3 March 2020 and guaranteed by the Offeror (ISIN: XS2216209333; Common Code: 221620933) (the “Securities”) described on the cover of the Tender Offer Memorandum to tender their Securities for purchase by the Offeror for cash (the “Offer”), in each case on the terms and subject to the conditions set out in the Tender Offer Memorandum, including the Offer and Distribution Restrictions set out on pages 13 to 14. The Tender Offer Memorandum was sent at your request and, by accepting the e-mail to which the Tender Offer Memorandum was attached or by accessing the Tender Offer Memorandum you shall be deemed (in addition to the above) to have represented to the Issuer, the Offeror, the Joint Dealer Managers and the Information and Tender Agent that:

(i) you are a holder or a beneficial owner of any of the Securities;
(ii) the electronic mail address that you have given to us and to which the Tender Offer Memorandum has been delivered is not located in the United States;
(iii) neither you nor any beneficial owner of the Securities nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States;
(iv) you are not a Sanctions Restricted Person (as defined in the Tender Offer Memorandum) and you are a person to whom it is lawful to send the Tender Offer Memorandum or to make an invitation pursuant to the Offer under all applicable laws, including the Offer and Distribution Restrictions referred to above; and
(v) you consent to delivery of the Tender Offer Memorandum to you by electronic transmission.

The Tender Offer Memorandum has been sent or provided to you in an electronic form. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. 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 Issuer, the Offeror, the Joint Dealer Managers, the Information and Tender Agent, or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tender Agent.

You are otherwise reminded that the Tender Offer Memorandum has been sent or access provided to you on the basis that you are a person into whose possession the 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 Tender Offer Memorandum to any other person.

If you have recently sold or otherwise transferred your entire holding of the Securities, you should notify the Information and Tender Agent immediately.

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

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

The Tender Offer Memorandum is for distribution to professional investors (as defined under the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made thereunder) only in Hong Kong.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful. The Securities which are the subject of the Offer have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of the United States or any state thereof or the applicable laws of any other jurisdiction.

None of the Joint Dealer Managers or the Information and Tender Agent shall have any obligation to support any losses directly or indirectly sustained or incurred by any Holder (as defined in the Tender Offer Memorandum) for any reason whatsoever in connection with the Offer, including the non-performance by the Offeror of any of its obligations, whether to the Holders or otherwise.