Modern Land (China) Co., Limited

IMPORTANT NOTICE

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN “U.S. PERSONS” (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

IMPORTANT: You must read the following before continuing. The following applies to the attached consent solicitation statement (the “Consent Solicitation Statement”) and you are therefore advised to read this 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 or on our behalf.

Confirmation of your representation: By accepting the electronic transmission through which you have received the Consent Solicitation Statement and by accessing the Consent Solicitation Statement, you shall be deemed to have represented that:

(i) you are a beneficial owner of, or are a custodian or an intermediary acting on behalf of a beneficial owner of, the 7.0%/9.0% senior notes due 2023 (the “2023 Notes”), the 8.0%/10.0% senior notes due 2024 (the “2024 Notes”), the 9.0%/11.0% senior notes due 2025 (the “2025 Notes”), the 9.0%/11.0% senior notes due 2026 (the “2026 Notes”) and/or the 9.0%/11.0% senior notes due 2027 (the “2027 Notes” and, together with the 2023 Notes, the 2024 Notes, the 2025 Notes and the 2026 Notes, the “Notes” and each, a “Series of Notes”), in each case issued by Modern Land (China) Co., Limited (當代置業（中國）有限公司) (the “Company”) and guaranteed by certain of the Company’s existing subsidiaries (the “Subsidiary Guarantors”);
(ii) you are not a U.S. person, and are not acting for the account or benefit of any U.S. person, and that you are not located or resident in the United States;
(iii) you consent to the delivery of the Consent Solicitation Statement to you by electronic transmission.

The 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 and any other electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that each such electronic transmission is free from viruses and other items of a destructive nature. As a consequence of the above, none of the Company, the Subsidiary Guarantors, Guotai Junan Securities (Hong Kong) Limited (the “Solicitation Agent”), D.F. King Ltd. (the “Information and Tabulation Agent”), 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 or discrepancy between the Consent Solicitation Statement distributed to you in electronic format.

You are reminded that the Consent Solicitation Statement has been delivered to you on the basis that you are a person into whose possession the 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 or permit the delivery of 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 a resident and/or located.

The distribution of the 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 Agent to inform themselves about, and to observe, any such restrictions. None of the Solicitation Agent, 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.