Website Disclaimer

IMPORTANT NOTICE

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO 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 offer to purchase (the “Offer to Purchase”), whether received by e-mail or otherwise received as a result of electronic communication, and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached Offer to Purchase. In accessing the attached Offer to Purchase, you agree to be bound by the following terms and conditions, including any modifications made to them from time to time, each time you receive any information from us at any time. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the attached Offer to Purchase. 

The attached Offer to Purchase should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever and, in particular, should not be forwarded to any beneficial owner of (i) the US$446,500,000 4.7% Notes due 2025 (ISIN: XS2247552446) (the “2025 April Notes”) or (ii) the US$294,500,000 5.65% Notes due 2025 (ISIN: XS2193529562) (the “2025 July Notes”, and together with the 2025 April Notes, the “Relevant Notes”) issued by Greentown China Holdings Limited (the “Company”) located in the United States or to a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended). Any such forwarding, distribution or reproduction of the attached Offer to Purchase in whole or in part is unauthorized. Failure to comply with these instructions may result in a violation of the applicable laws and regulations of the United States or other jurisdictions.

Confirmation of your representation: You have been sent the attached Offer to Purchase at your request and by accessing the attached Offer to Purchase you shall be deemed to have represented to the Company, and to Deutsche Bank AG Hong Kong Branch and The Hongkong and Shanghai Banking Corporation Limited (together, the “Dealer Managers”), The Hongkong and Shanghai Banking Corporation Limited (the “Trustee”) and D.F. King Ltd. (the “Information and Tender Agent”), that:
(i) you are a holder or a beneficial owner of certain Relevant Notes;
(ii) you are not a person to whom it is unlawful to send the attached Offer to Purchase or to make the Offer under applicable laws and regulations including the offer and distribution restrictions (see “Offer Restrictions” in the attached Offer to Purchase);
(iii) you are not a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) or a beneficial owner of Relevant Notes located in the United States;
(iv) you are not a resident of or located in the United States and will not be a resident of or located in the United States at the time of your acceptance of the Offer described in the attached Offer to Purchase;
(v) you are not a Sanctions Restricted Person (as defined in the Offer to Purchase);
(vi) you consent to delivery of the attached Offer to Purchase by electronic transmission to you; and
(vii) the email address that you have given us and to which this document has been delivered is not located in the United States.

The attached Offer to Purchase 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 and consequently none of the Company, the Dealer Managers, the Information and Tender Agent, the Trustee or any person who controls, or is a director, officer, employee or agent, of any of them, or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the attached Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Information and Tender Agent at the address specified on the back cover of the attached Offer to Purchase.

You are reminded that the attached Offer to Purchase has been delivered to you on the basis that you are a person into whose possession the attached Offer to Purchase may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not nor are you authorized to deliver, transmit, forward or otherwise distribute the attached Offer to Purchase, directly or indirectly, to any other person.

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

None of the Company, the Dealer Managers, the Information and Tender Agent or the Trustee makes any recommendation as to whether or not any holder of the Relevant Notes should tender their Relevant Notes pursuant to the Offer.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer would be unlawful.

If the attached Offer to Purchase is communicated to persons in the United Kingdom, it may only be so communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.

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

NONE OF THE ATTACHED OFFER TO PURCHASE OR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY. 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.