FEC

IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Consent Solicitation Statement and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached document. In reading the attached Consent Solicitation Statement, you 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 us.

Confirmation of your representation: In order to be eligible to view the Consent Solicitation Statement or to deliver an Electronic Consent Instruction (as defined herein) with respect to the Consent Solicitation (as defined herein), you must be able to participate lawfully in China South City Holdings Limited 華南城控股有限公司’s (the “Company”) solicitating of consents to amend the indenture governing its 9.0% Senior Notes due April 2024 (the “April 2024 Notes”), the indenture governing its 9.0% Senior Notes due June 2024 (the “June 2024 Notes”), the indenture governing its 9.0% Senior Notes due July 2024 (the “July 2024 Notes”), the indenture governing its 9.0% Senior Notes due October 2024 (the “October 2024 Notes”) and the indenture governing its 9.0% Senior Notes due December 2024 (the “December 2024 Notes”, and together with the April 2024 Notes, the June 2024 Notes, the July 2024 Notes and the October 2024 Notes, the “Notes”). You have been sent the attached Consent Solicitation Statement on the basis:

• you are a holder or a beneficial owner of the Notes;
• you are a person to whom it is lawful to send the Consent Solicitation Statement or for the Company to solicit consents pursuant to the Consent Solicitation in accordance with applicable laws; and
• you consent to delivery of the Consent Solicitation Statement by electronic transmission.

The Consent Solicitation is made for the securities of a non-US company. The Consent Solicitation is subject to disclosure requirements of a non-US country that are different from those of the United States. Financial statements included or incorporated by reference herein have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the United States federal securities laws, since the Company and all of its officers and directors are residents of a non-US country. You may not be able to sue a non-US company or its officers or directors, in a non-US court for violations of the United States securities laws. It may be difficult to compel a non-US company and its affiliates to subject themselves to a United States court's judgment.

You should be aware that the Company may purchase securities otherwise than under the Consent Solicitation, such as in the open market or in privately negotiated purchases.

If the Company receives the Consents from Holders of not less than 75% in aggregate principal amount of outstanding of each of the April 2024 Notes, the June 2024 Notes, the July 2024 Notes, the October 2024 Notes and the December 2024 Notes, the Proposed Amendments as described in this Consent Solicitation Statement will be binding on all Holders of each of the April 2024 Notes, the June 2024 Notes, the July 2024 Notes, the October 2024 Notes and the December 2024 Notes upon execution of the April 2024 Notes Amended and Restated Indenture, the June 2024 Notes Amended and Restated Indenture, the July 2024 Notes Amended and Restated Indenture, the October 2024 Notes Amended and Restated Indenture and the December 2024 Notes Amended and Restated Indenture, respectively, giving effect to the Proposed Amendments to the Notes, whether or not they delivered the Consents. However, non-consenting Holders will not receive any Consent Fee.

The Company expressly reserves the right, in its sole discretion and regardless of whether any of the conditions described in the Consent Solicitation Statement have been satisfied, subject to applicable law, at any time prior to the acceptance of the Consents to (i) terminate this Consent Solicitation for any reason, (ii) waive any of the conditions to this Consent Solicitation, in whole or in part, (iii) extend the early expiration date or the expiration date, (iv) amend the terms of this Consent Solicitation or (v) modify the form or amount of the consideration to be paid pursuant to this Consent Solicitation.

The attached Consent Solicitation Statement 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 transmission. 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. As a consequence of the above, none of the Company, Haitong International Securities Company Limited and China CITIC Bank International Limited (the “Solicitation Agents”), D.F. King Ltd. (the “Information and Tabulation Agent”) and Citicorp International Limited, as trustee of the Notes (the “Trustee”) or any person who controls them or any director, officer, employee or agent of them or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Statement distributed to you in electronic format and the hard copy version available to you on request from the Solicitation Agents and the Information and Tabulation Agent.

You are reminded that the attached Consent Solicitation Statement has been delivered to you on the basis that you are a person into whose possession this Consent Solicitation Statement may be lawfully delivered in accordance with the laws of the jurisdiction in which you are resident and/or located and you may not nor are you authorized to deliver this document to any other person, except that you should deliver this document to any purchaser or transferee to whom you have sold or otherwise transferred all or some of your holdings of the Notes, or any stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee, provided that this Consent Solicitation Statement may be lawfully delivered to such person in accordance with the laws of the jurisdiction where such person is located.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the securities or to the Solicitation Agents to subscribe for or purchase any of the securities described therein and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Solicitation Agents or their respective affiliates are licensed brokers or dealers in that jurisdiction, the offering shall be described to be made by the Solicitation Agents or their affiliates on behalf of the issuer in such jurisdiction.

The distribution of this Consent Solicitation Statement in certain jurisdictions may be restricted by law. Persons into whose possession this Consent Solicitation Statement comes are required by the Company and the Solicitation Agents to inform themselves about, and to observe, any such restrictions. None of the Solicitation Agents, the Information and Tabulation Agent or the Trustee will incur any liability for their own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.