CLAIM NO. CR-2024-005890

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

IN THE MATTER OF SINO-OCEAN GROUP HOLDING LIMITED

AND IN THE MATTER OF THE COMPANIES ACT 2006

Before: The Honourable Mr Justice Thompsell

4 February 2025

___________________________________________________

ORDER

___________________________________________________

UPON THE APPLICATION OF Sino-Ocean Group Holding Limited, whose registered office is Suite 601, One Pacific Place, 88 Queensway, Hong Kong (the “Plan Company”), by Part 8 Claim Form dated 7 October 2024 (the “Claim Form”) for the sanction of a restructuring plan set out in Schedule A hereto (the “Restructuring Plan”) pursuant to Part 26A of the Companies Act 2006 (the “Companies Act”)

AND UPON the Court having granted an order dated 18 October 2024 and sealed on 21 October 2024 (the “Convening Order”) permitting the Plan Company to convene meetings of certain of its creditors (the “Restructuring Plan Creditors”) on 22 November 2024 (the “Restructuring Plan Meetings”)

AND UPON the Court having read the Claim Form, the Restructuring Plan and the written evidence filed in these proceedings

AND UPON hearing Mr Tom Smith KC, Mr Ryan Perkins and Miss Annabelle Wang, Counsel for the Plan Company; Mr David Allison KC, Counsel for a co-ordination committee of creditors of the Plan Company; and Mr Mark Arnold KC and Mr Henry Phillips for Long Corridor Asset Management Limited

AND UPON the Plan Company providing the undertakings set out in Schedule B to this Order

AND UPON the Court adopting in this Order (save where terms are otherwise expressly defined) the defined terms contained in the Explanatory Statement and Restructuring Plan

IT IS HEREBY ORDERED AND DIRECTED THAT:

1. The Restructuring Plan in respect of the Plan Company in the form set out in Schedule A to this Order is sanctioned pursuant to Part 26A of the Companies Act.

2. The Plan Company or its solicitors shall arrange for a copy of this Order to be published in the London Gazette as soon as reasonably practicable.

3. Costs are reserved and shall be the subject of written submissions to be lodged and exchanged within 14 days from the date of this Order.

Service of the order

The Court has provided a sealed copy of this Order to the serving party: Sidley Austin LLP at 70 St Mary Axe, EC3A 8BE, London (United Kingdom) Ref: K. Sharma

DATED this 4th day of February 2025

SCHEDULE A

PLAN DOCUMENT

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES COURT (ChD)

IN THE MATTER OF

SINO-OCEAN GROUP HOLDING LIMITED

AND

IN THE MATTER OF THE COMPANIES ACT 2006

___________________________________________________

RESTRUCTURING PLAN

(UNDER PART 26A OF THE COMPANIES ACT 2006)

___________________________________________________

BETWEEN

SINO-OCEAN GROUP HOLDING LIMITED (a limited liability company incorporated under the laws of Hong Kong with company number 1114599 and business registration number 37945938)

AND

THE RESTRUCTURING PLAN CREDITORS

(as herein defined)

CONTENTS

PART A

DEFINITIONS AND INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 In this Restructuring Plan:

“2019 Existing Syndicated Loan” means the Hong Kong law-governed dual-currency syndicated term loan facilities made to Sino-Ocean Land HK and guaranteed by the Company and the Subsidiary Guarantors pursuant to a facility agreement dated 11 June 2019 as amended and supplemented from time to time including by a letter dated 9 February 2021 and a supplemental agreement dated 19 June 2023. As of the date of the Restructuring Plan, the aggregate principal amount of the 2019 Existing Syndicated Loan outstanding is USD63,000,000 plus HKD3,461,850,000.

“2020 Existing Syndicated Loan” means the Hong Kong law-governed dual-currency syndicated term loan facilities made to Sino-Ocean Land HK and guaranteed by the Company and the Subsidiary Guarantors pursuant to a facility agreement dated 16 June 2020 as amended and supplemented from time to time including by a supplemental agreement dated 19 June 2023. As of the date of the Restructuring Plan, the aggregate principal amount of the 2020 Existing Syndicated Loan outstanding is USD93,600,000 plus HKD3,481,920,000.

“2021 Existing Syndicated Loan” means the Hong Kong law-governed dual-currency syndicated term loan facilities made to Sino-Ocean Land HK and guaranteed by the Company and the Subsidiary Guarantors pursuant to a facility agreement dated 15 June 2021 as amended and supplemented from time to time including by a supplemental agreement dated 19 June 2023. As of the date of the Restructuring Plan, the aggregate principal amount of the 2021 Existing Syndicated Loan outstanding is USD93,150,000 plus HKD3,759,210,000.

“2022 Existing Syndicated Loan” means the Hong Kong law-governed syndicated term loan facilities made to Sino-Ocean Land HK and guaranteed by the Company and the Subsidiary Guarantors pursuant to a facility agreement 8 June 2022 as amended and supplemented from time to time including by a supplemental agreement dated 29 June 2023. As of the date of the Restructuring Plan, the aggregate principal amount of the 2022 Existing Syndicated Loan outstanding is HKD1,473,750,000.

“2024 Notes” means the English law-governed 6% guaranteed notes due 30 July 2024 issued by Sino-Ocean Land Treasure Finance I Limited pursuant to a trust deed originally dated 30 July 2014 (as amended, supplemented and/or restated from time to time) and guaranteed by the Company. As of the date of the Restructuring Plan, the aggregate principal amount outstanding under the 2024 Notes is US$698,000,000.

“2025 Notes” means the English law-governed 2.7% guaranteed green notes due 13 January 2025 issued by Sino-Ocean Land Treasure IV Limited pursuant to a trust deed originally dated 13 July 2021 (as amended, supplemented and/or restated from time to time) and guaranteed by the Company. As of the date of the Restructuring Plan, the aggregate principal amount outstanding under the 2025 Notes is US$520,000,000.

“2026 Notes” means the English law-governed 3.25% guaranteed green notes due 5 May 2026 issued by Sino-Ocean Land Treasure IV Limited pursuant to a trust deed originally dated 5 May 2021 (as amended, supplemented and/or restated from time to time) and guaranteed by the Company. As of the date of the Restructuring Plan, the aggregate principal amount outstanding under the 2026 Notes is US$400,000,000.

“2027 Notes” means the English law-governed 5.95% guaranteed notes due 4 February 2027 issued by Sino-Ocean Land Treasure Finance II Limited pursuant to a trust deed originally dated 4 February 2015 (as amended, supplemented and/or restated from time to time) and guaranteed by the Company. As of the date of the Restructuring Plan, the aggregate principal amount outstanding under the 2027 Notes is US$500,000,000.

“2029 Notes” means the English law-governed 4.75% guaranteed notes due 5 August 2029 issued by Sino-Ocean Land Treasure IV Limited pursuant to a trust deed originally dated 5 August 2019 (as amended, supplemented and/or restated from time to time) and guaranteed by the Company. As of the date of the Restructuring Plan, the aggregate principal amount outstanding under the 2029 Notes is US$600,000,000.

“2030 Notes” means the English law-governed 4.75% guaranteed notes due 14 January 2030 issued by Sino-Ocean Land Treasure IV Limited pursuant to a trust deed originally dated 14 January 2020 (as amended, supplemented and/or restated from time to time) and guaranteed by the Company. As of the date of the Restructuring Plan, the aggregate principal amount outstanding under the 2030 Notes is US$400,000,000.

“A&O Shearman” means Allen Overy Shearman Sterling and Allen Overy Shearman Sterling LLP, a limited liability partnership registered in England and Wales.

“Accession Letter” means a letter pursuant to which a person becomes a party as a Participating Creditor to the RSA (as such terms are defined therein) substantially in the form set out in schedule 3 (Form of Accession Letter) to the RSA, and “Accession Letters” shall be construed accordingly.

“Account Holder” means any Person who is recorded in the books of a Clearing System as being a holder of a book-entry interest in the Existing Notes in an account with that Clearing System or, as the context may require, is or was recorded in such books as being such a holder of Existing Notes in such an account at the Record Time.

“Account Holder Letter” means a letter from an Account Holder on behalf of the relevant Restructuring Plan Creditor substantially in the form of the account holder letter set out in Schedule 8 (Solicitation Packet) to the Restructuring Plan Explanatory Statement, and “Account Holder Letters” shall be construed accordingly.

“Adjudication” means the adjudication of a Disputed Claim by an Adjudicator pursuant to Clause 17. “Adjudicator” means the Person appointed by the Company, in accordance with and subject to the requirements of Clause 26, to act as an adjudicator in respect of one or more Disputed Claims.

“Adviser” means each of Sidley Austin, Houlihan Lokey and any barristers and local counsel in their capacities as advisers to the Restructuring Companies (as applicable), and “Advisers” shall be construed accordingly.

“Affiliates” means in relation to any Person, its current and former direct and indirect subsidiaries, subsidiary undertakings, parent companies, holding companies, partners, related partnerships, equity holders, members and managing members, and any of their respective Affiliates, but excluding any parent companies, holding companies, equity holders, members or managing members of the Company.

“Aggregate New Debts Election Base Amount” means the sum of the New Debts Election Base Amounts for all Class A Plan Creditors.

“Ancillary Claim” means a Claim against a Released Person (other than the Company) arising directly or indirectly out of, in relation to and/or in connection with the Existing Documents, whether before, at or after the Record Time including, for the avoidance of doubt, all accrued and unpaid interest on the Existing Debt Instruments up to (but excluding) the Restructuring Effective Date, or accretions arising in respect of such Claims before, at or after the Record Time, but, excluding, for the avoidance of doubt, any Claim in respect of any Liability of any Released Person which arises as a result of a failure to comply with any of the terms of the Restructuring Plan or any Restructuring Document, and “Ancillary Claims” shall be construed accordingly.

“Applicable Sanctions” means laws, regulations, rules and/or orders relating to economic, financial or trade sanctions, restrictive measures or embargoes administered, enacted, maintained and/or enforced by any Governmental Entity of the United States of America (including by the US Office of Foreign Assets Control or the US Department of State), the European Union or its Member States, the United Kingdom and the British Overseas Territories (including, for the avoidance of doubt, The Russia (Sanctions) (EU Exit) Regulations 2019), as amended from time to time and as applicable in the Cayman Islands and the BVI, including pursuant to The Russia (Sanctions) (Overseas Territories) Order 2020 (as amended).

“Applicable Sanctions List” means each of:

(a) the lists of Specially Designated Nationals and Blocked Persons or “Foreign Sanctions Evaders” or any other list of Persons subject to, or targeted by, similar sanctions as administered, maintained and/or enforced by the Office of Foreign Assets Control of the US Treasury, the U.S. Department of Commerce, the US Department of State and any other Governmental Entity of the United States;

(b) the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission, Annex XIX of Regulation (EU) No 833/2014, or any other list of Persons subject to, or targeted by, similar sanctions as administered, maintained and/or enforced by the European Union or any Governmental Entity in any Member State of the European Union; or

(c) the Consolidated List of Financial Sanctions Targets in the United Kingdom maintained by the Office of Financial Sanctions Implementation, His Majesty’s Treasury of the United Kingdom, the United Kingdom Sanctions List maintained by the Foreign, Commonwealth and Development Office, or any other list of Persons subject to, or targeted by, similar sanctions administered, maintained and/or enforced by any Governmental Entity of the United Kingdom, the Cayman Islands or the BVI,

or any other similar sanctions list of persons and entities subject to a prohibition to transact with, that is developed, maintained and published by any Governmental Entity of the United States of America (including by the US Office of Foreign Assets Control or the US Department of State), the European Union or its Member States, the United Kingdom and the British Overseas Territories in connection with Sanctions, in each case as amended, supplemented or substituted from time to time, and “Applicable Sanctions Lists” includes, collectively, (a), (b) and (c) of this definition.

“Asset Holding Companies” has the meaning given to it in the New Notes Trust Deed substantially in the form set out in Schedule 13 (Form of New Notes Trust Deed) to the Restructuring Plan Explanatory Statement.

“Automatic Longstop Date Extension” has the meaning given to it in Clause 6.8.

“Bar Date” means the date which is 350 calendar days after the Restructuring Effective Date (or, if such date is not a Business Day, the next Business Day after that date).

“Base Consent Fee” means, with respect to each Base Eligible Participating Creditor, subject to and in accordance with clause 5 (Consent Fee) of the RSA, an amount equal to 0.05% of the aggregate principal amount of Base Eligible Participating Debt held by such Base Eligible Participating Creditor as of the Record Time.

“Base Consent Fee Deadline” means 5:00 p.m. Hong Kong time, with the original date on 22 August 2024 and subsequently extended to 1 November 2024.

“Base Eligible Participating Creditor” means a Participating Creditor who either agreed to be bound by the terms of the RSA as a Participating Creditor (as defined therein) on or prior to the Base Consent Fee Deadline but after the Early Consent Fee Deadline, or is a Participating Creditor who is the transferee by a valid Transfer (or, if applicable, a chain of valid Transfers) (as defined in the RSA) of Base Eligible Participating Debt in accordance with clause 7 (Accession, Transfer and Purchase, and Aggregate Position Disclosure to The Information Agent) of the RSA after the Base Consent Fee Deadline and as a result holds such Base Eligible Participating Debt at the Record Time (provided that it fully complies with the requirements of clause 5.4 of the RSA).

“Base Eligible Participating Debt” means any Participating Debt which was made subject to the terms of the RSA by a Participating Creditor on or prior to the Base Consent Fee Deadline, but after the Early Consent Fee Deadline.

“Blocked Creditor Form” means a form submitted by, or on behalf of, a Blocked Plan Creditor (among others) substantially in the form of the blocked creditor form set out in Schedule 8 (Solicitation Packet) to the Restructuring Plan Explanatory Statement.

“Blocked Creditor Tabulation Agent” means GLAS Specialist Services Limited, in its capacity as tabulation agent in respect of the Blocked Creditor Form(s) in connection with this Restructuring Plan.

“Blocked Plan Creditor” means a Restructuring Plan Creditor (other than a Sanctioned Plan Creditor) that is not entitled, able or permitted (whether directly or through a custodian) to submit instructions or settle through the Clearing Systems as a result of any Applicable Sanctions affecting the Restructuring Plan Creditor or its custodian as reasonably determined by the Clearing Systems.

“Blocked Restructuring Consideration” means the Restructuring Consideration to be allocated to each Blocked Plan Creditor, including any Residual Cash Consideration (as applicable) to which Blocked Plan Creditors may be entitled.

“Blocked Trust Assets” has the meaning given to it in the Holding Period Trust Deed.

“Blocking Regulation” means:

(a) Council Regulation (EC) No 2271/1996 of 22 November 1996 (as amended) and/or any applicable implementing law or regulation relating to it;

(b) Council Regulation (EC) No 2271/1996 of 22 November 1996 (as amended) as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, including as retained in the UK and amended by the Protecting against the Effects of the Extraterritorial Application of Third Country Legislation (Amendment) (EU Exit) Regulations 2020/1660; or

(c) The Protection of Trading Interests Act 1980 of the United Kingdom.

“Business Day” means any day which is not a Saturday, Sunday, legal holiday or other day on which banking institutions in the City of London, the PRC and/or Hong Kong are authorised or required by law or governmental regulation to close.

“BVI” means the British Virgin Islands.

“Chairperson” means the chairperson of the Restructuring Plan Meetings, as appointed by an order of the Court.

“Claims” means all and present and future Liabilities together with any refinancing, novation, deferral or extensions arising directly or indirectly out of, in relation to and/or in connection with those Liabilities, any actions, causes of action, claims, counterclaims, suits, debts, setoffs, sums of money, accounts, contracts, agreements, promises, contribution, subrogation, indemnification, damages, judgments, executions, court or arbitration awards, demands or rights whatsoever or howsoever arising, whether present, future, prospective or contingent, known or unknown, whether directly or indirectly, whether in person or through another Person, whether or not for a fixed or unliquidated amount, whether or not involving the payment of money or the performance of an act or obligation or any failure to perform any obligation or any omission, whether arising at common law, in equity or by statute in or under the laws of England and Wales, the BVI, the PRC, Hong Kong, or under any other law or in any other jurisdiction howsoever arising; and “Claim” shall be construed accordingly.

“Claims Resolution Procedure” means the procedure for the resolution of any disagreement or dispute with respect to the determination of a Restructuring Plan Claim for the purposes of distributions under or in connection with the Restructuring Plan, as set out in Clause 17.

“Class A Loans” means the Existing Syndicated Loans and the Existing Bilateral Loan.

“Class A New Loan Entitlement” means:

(a) in relation to a Class A Plan Creditor that is not a New Notes Elector, if the Aggregate New Debts Election Base Amount is greater than the Total Class A New Debts Entitlement, an amount of the New Loan calculated as:

(b) in relation to a Class A Plan Creditor that is not a New Notes Elector or fails to make a valid election between Class A New Loan or Class A New Notes, if the Aggregate New Debts Election Base Amount is lower than the Total Class A New Debts Entitlement, an amount of the New Loan calculated as:

“Class A New MCBs” means New MCBs with conversion price equal to 2.9 times of 90-day VWAP (subject to a minimum conversion price of HK$1.46 per Share (as defined in the New MCB Trust Deed), subject to adjustments).

“Class A New MCBs/Perpetuals Election Excess Amount” means an amount equal to Total Class A New Debts Entitlement minus Aggregate New Debts Election Base Amount if the Aggregate New Debts Election Base Amount is lower than the Total Class A New Debts Entitlement.

“Class A New MCBs Entitlement” means, in relation to a Class A Plan Creditor:

(a) if the Aggregate New Debts Election Base Amount is lower than the Total Class A New Debts Entitlement, an amount of the Class A New MCBs calculated as:

(b) if the Aggregate New Debts Election Base Amount is greater than the Total Class A New Debts Entitlement, an amount of the Class A New MCBs calculated as:

“Class A New Debts Election Excess Amount” means an amount equal to Aggregate New Debts Election Base Amount minus Total Class A New Debts Entitlement if the Aggregate New Debts Election Base Amount is greater than the Total Class A New Debts Entitlement.

“Class A New Notes Entitlement” means, in relation to a Class A Plan Creditor that is a New Notes Elector:

(a) if the Aggregate New Debts Election Base Amount is greater than the Total Class A New Debts Entitlement, an amount of the New Notes calculated as:

(b) if the Aggregate New Debts Election Base Amount is lower than the Total Class A New Debts Entitlement, an amount of the New Notes calculated as:

“Class A New Perpetual Securities Election Percentage” means, in relation to a Class A Plan Creditor: (A) the percentage of its entitlement to New MCBs and/or New Perpetual Securities that such Class A Plan Creditor validly elects, prior to the Election Deadline, to receive as Perpetual Securities instead of New MCBs; or (B) to the extent such Class A Plan Creditor failed to make a valid election between New Perpetual Securities and New MCBs prior to the Election Deadline, 0%.

“Class A New Perpetual Securities Entitlement” means, in relation to a Class A Plan Creditor:

(a) if the Aggregate New Debts Election Base Amount is lower than the Total Class A New Debts Entitlement, an amount of the New Perpetual Securities calculated as:

(b) if the Aggregate New Debts Election Base Amount is greater than the Total Class A New Debts Entitlement, an amount of the New Perpetual Securities calculated as:

“Class A Plan Claim” means, in relation to a Class A Plan Creditor, so much of that Class A Plan Creditor’s Restructuring Plan Claim as relates to the Existing Syndicated Loans and/or the Existing Bilateral Loan.

“Class A Plan Creditor” means a Restructuring Plan Creditor that has, as at the Record Time, a legal and/or beneficial interest as principal under, or in connection with, the Class A Loans including (but without double counting in each case) the Existing Loan Agents.

“Class B New MCBs” means New MCBs with conversion price equal to 11.3 times of 90-day VWAP (subject to a minimum conversion price of HK$5.67 per Share (as defined in the New MCB Trust Deed), subject to adjustments).

“Class B New Notes Entitlement” means, in relation to a Class B Plan Creditor, an amount of the New Notes calculated as:

“Class B New MCBs Entitlement” means, in relation to a Class B Plan Creditor, an amount of the Class B New MCBs calculated as:

“Class B New Perpetual Securities Election Percentage” means, in relation to a Class B Plan Creditor: (A) the percentage of its entitlement to New MCBs and/or New Perpetual Securities that such Class B Plan Creditor validly elects, prior to the Election Deadline, to receive as Perpetual Securities instead of New MCBs; or (B) to the extent such Class B Plan Creditor failed to make a valid election between New Perpetual Securities and New MCBs prior to the Election Deadline, 0%.

“Class B New Perpetual Securities Entitlement” means, in relation to a Class B Plan Creditor, an amount of the New Perpetual Securities calculated as:

“Class B Notes” means the 2025 Notes, 2026 Notes, the 2029 Notes and the 2030 Notes.

“Class B Plan Claim” means, in relation to a Class B Plan Creditor, so much of that Class B Plan Creditor’s Restructuring Plan Claim as relates to the Class B Notes.

“Class B Plan Creditor” means a Restructuring Plan Creditor that has, as at the Record Time: (A) a beneficial interest as principal in the Class B Notes held in global form through the Clearing Systems; and/or (B) a legal interest as principal in the Class B Notes including (but without double counting, in each case) the Existing Common Depositary and the Existing Notes Trustee.

“Class C New MCBs” means New MCBs with conversion price equal to 34.0 times of 90-day VWAP (subject to a minimum conversion price of HK$17.02 per Share (as defined in the New MCB Trust Deed), subject to adjustments).

“Class C New Notes Entitlement” means, in relation to a Class C Plan Creditor, an amount of the New Notes calculated as:

“Class C New MCBs Entitlement” means, in relation to a Class C Plan Creditor, an amount of the Class C New MCBs calculated as:

“Class C New Perpetual Securities Election Percentage” means, in relation to a Class C Plan Creditor: (A) the percentage of its entitlement to New MCBs and/or New Perpetual Securities that such Class C Plan Creditor validly elects, prior to the Election Deadline, to receive as Perpetual Securities instead of New MCBs; or (B) to the extent such Class C Plan Creditor failed to make a valid election between New Perpetual Securities and New MCBs prior to the Election Deadline, 0%.

“Class C New Perpetual Securities Entitlement” means, in relation to a Class C Plan Creditor, an amount of the New Perpetual Securities calculated as:

“Class C Notes” means the 2024 Notes and the 2027 Notes.

“Class C Plan Claim” means, in relation to a Class C Plan Creditor, so much of that Class C Plan Creditor’s Restructuring Plan Claim as relates to the Class C Notes.

“Class C Plan Creditor” means a Restructuring Plan Creditor that has, as at the Record Time: (A) a beneficial interest as principal in the Class C Notes held in global form through the Clearing Systems; and/or (B) a legal interest as principal in the Class C Notes including (but without double counting, in each case) the Existing Common Depositary and the Existing Notes Trustee.

“Class D New MCBs” means New MCBs with conversion price equal to 22.3 times of 90-day VWAP (subject to a minimum conversion price of HK$11.14 per Share (as defined in the New MCBs Trust Deed), subject to adjustments).

“Class D New Notes Entitlement” means, in relation to a Class D Plan Creditor, an amount of the New Notes calculated as:

“Class D New MCBs Entitlement” means, in relation to a Class D Plan Creditor, an amount of the Class D New MCBs calculated as:

“Class D New Perpetual Securities Election Percentage” means, in relation to a Class D Plan Creditor: (A) the percentage of its entitlement to New MCBs and/or New Perpetual Securities that such Class D Plan Creditor validly elects, prior to the Election Deadline, to receive as Perpetual Securities instead of New MCBs; or (B) to the extent such Class D Plan Creditor failed to make a valid election between New Perpetual Securities and New MCBs prior to the Election Deadline, 0%.

“Class D New Perpetual Securities Entitlement” means, in relation to a Class D Plan Creditor, an amount of the New Perpetual Securities calculated as:

“Class D Plan Claim” means, in relation to a Class D Plan Creditor, so much of that Class D Plan Creditor’s Restructuring Plan Claim as relates to the Perpetual Securities.

“Class D Plan Creditor” means a Restructuring Plan Creditor that has, as at the Record Time: (A) a beneficial interest as principal in the Perpetual Securities held in global form through the Clearing Systems; and/or (B) a legal interest as principal in the Perpetual Securities including (but without double counting, in each case) the Existing Common Depositary and the Existing Notes Trustee.

“Clearing Systems” means each of Euroclear Bank SA/NV and Clearstream Banking S.A. (as applicable) and any successor; and “Clearing System” means either one of them.

“CoCom” means the co-ordination committee of lenders of the Existing Syndicated Loans, who: (i) are Participating Creditors; and (ii) are advised by the CoCom’s Advisers and have been constituted from time to time and notified to the Restructuring Companies (subject to and in accordance with the transfer provisions under clause 7 (Accession, Transfer and Purchase, and Aggregate Position Disclosure to The Information Agent) of the RSA).

“CoCom Work Fee” means the work fee to be paid in accordance with the terms of the CoCom Work Fee Letters.

“CoCom Work Fee Letters” means the separate work fee letter agreements entered into between the Company and each CoCom Party (as defined therein), as applicable.

“CoCom’s Advisers” means, collectively, A&O Shearman, Deloitte and any barristers and local counsel in their capacities as advisers to the CoCom.

“Companies Act” means the Companies Act 2006 (United Kingdom), as amended, modified or re-enacted from time to time.

“Company” means Sino-Ocean Group Holding Limited (遠洋集團控股有限公司), a public company incorporated with limited liability under the laws of Hong Kong with company number 1114599 and business registration number 37945938 and having its registered office at Suite 601, One Pacific Place, 88 Queensway, Hong Kong, whose shares are listed on the HKEx.

“Completion Notice” means the notice to be issued by the Company and delivered to the Information Agent in accordance with Clause 6.4 confirming satisfaction of the Restructuring Conditions and the occurrence of the Restructuring Effective Date.

“Consent Fee” means the Early Consent Fee and/or the Base Consent Fee (as applicable).

“Court” means His Majesty’s High Court of Justice in England and any court capable of hearing appeals therefrom.

“Credit Support” means any security, encumbrance, collateral, guarantee, bond, indemnity, repurchase obligation, put option, subordination, assumption of any Liability or other form of credit support or assurance.

“Credit Support Document” means any document or instrument documenting or constituting or purporting to document or constitute any Credit Support (howsoever described).

“Cross-Border Recognition” means in connection with any Insolvency Proceeding commenced in any one jurisdiction the recognition of that Insolvency Proceeding in another jurisdiction, whether under laws relating to bankruptcy, liquidation, insolvency, reorganisation, winding-up, or composition or adjustment of debts or similar law, international principles of judicial comity, statute, enactment or other regulation.

“Custody Instruction” means an instruction to the relevant Clearing System to block the Existing Notes from trading in the relevant Clearing System.

“Custody Instruction Deadline” means 3:00 p.m. London time / 11:00 p.m. Hong Kong time on 18 November 2024.

“Deed of Undertaking” means the English law governed deed of undertaking to be entered into by the Undertakers (as defined therein) substantially in the form set out in Part 1 of Schedule 7 (Form of Deeds of Undertaking) to the Restructuring Plan Explanatory Statement.

“Deloitte” means Deloitte Touche Tohmatsu Limited.

“Designated Recipient” means, in relation to any Restructuring Plan Creditor (who is not a Sanctions-Affected Plan Creditor), any single entity that is designated by that Restructuring Plan Creditor in a valid Designated Recipient Form as the recipient of the New Instruments and Consent Fee to be issued to that Restructuring Plan Creditor as Restructuring Consideration, subject to limitations in accordance with applicable securities laws and, provided that the Designated Recipient shall only be validly designated if it or an Account Holder and/or Existing Lender on its behalf has submitted a valid and complete Distribution Confirmation Deed and/or any other applicable forms that its designating Restructuring Plan Creditor is required to submit pursuant to the Restructuring Plan and the Designated Recipient is an Eligible Person.

“Designated Recipient Form” means a form submitted to the Information Agent by, or on behalf of, a Restructuring Plan Creditor who is not a Sanctions-Affected Plan Creditor via the Portal in order to appoint a Designated Recipient to be the recipient of the Restructuring Consideration under the Restructuring Plan that would otherwise be issued to such Restructuring Plan Creditor, substantially in the form of the designated recipient form set out in Schedule 8 (Solicitation Packet) to the Restructuring Plan Explanatory Statement.

“Disputed Claim” is as defined in Clause 16.1.

“Disputed Claim Creditor” has the meaning given to it in Clause 16.1.

“Distribution Confirmation Deed” means a form submitted to the Information Agent by, or on behalf of, a Restructuring Plan Creditor who is not a Sanctioned-Affected Creditor or its Designated Recipient (if applicable) via the Portal in order so that it may lawfully be issued the Restructuring Consideration, substantially in the form of the designated recipient form set out in Schedule 8 (Solicitation Packet) to the Restructuring Plan Explanatory Statement.

“Dollar Equivalent” means, with respect to any monetary amount in a currency other than US dollars, at any time for the determination thereof, the amount of US dollars obtained by converting such foreign currency involved in such computation into US dollars at the base rate for the purchase of US dollars with the applicable foreign currency as quoted by the Federal Reserve Bank of New York on the date of determination.

“Early Consent Fee” means, with respect to each Early Eligible Participating Creditor, subject to and in accordance with clause 5 (Consent Fee) of the RSA, an amount equal to 0.10% of the aggregate principal amount of Early Eligible Participating Debt held by such Early Eligible Participating Creditor as of the Record Time.

“Early Consent Fee Deadline” means 5:00 p.m. Hong Kong time on 8 August 2024.

“Early Eligible Participating Creditor” means a Participating Creditor who either agreed to be bound by the terms of the RSA as a Participating Creditor (as defined therein) on or prior to the Early Consent Fee Deadline, or is a Participating Creditor who is the transferee by a valid Transfer (or, if applicable, a chain of valid Transfers) (as defined in the RSA) of Early Eligible Participating Debt in accordance with clause 7 (Accession, Transfer and Purchase, and Aggregate Position Disclosure to The Information Agent) of the RSA after the Early Consent Fee Deadline and as a result holds such Early Eligible Participating Debt at the Record Time (provided that it fully complies with the requirements of clause 5.4 of the RSA).

“Early Eligible Participating Debt” means any Participating Debt which was made subject to the terms of the RSA by a Participating Creditor on or prior to the Early Consent Fee Deadline.

“Election Deadline” means the date falling three (3) Business Days after the later of: (i) the Restructuring Plan Meetings; and (ii) the Hong Kong Scheme Meeting.

“Eligible Participating Creditor” means an Early Eligible Participating Creditor or a Base Eligible Participating Creditors (as applicable).

“Eligible Participating Debt” means the Early Eligible Participating Debt and/or the Base Eligible Participating Debt, as applicable.

“Eligible Person” means a Person who has provided or will provide affirmative Securities Law Representations and Sanctions Law Representations to the Information Agent before the applicable deadline.

“Eligible Plan Creditor” means a Restructuring Plan Creditor (other than a Sanctions-Affected Plan Creditor) who submits a validly completed Account Holder Letter and/or Lender Proxy Form, Distribution Confirmation Deed (including affirmative Securities Law Representations and Sanctions Law Representations) and, if applicable, a Designated Recipient Form, which are all received by the Information Agent prior to the Election Deadline.

“Existing Agent” means the Existing Notes Trustee, the Existing Common Depositary, the Existing Notes Principal Paying and Transfer Agent and Registrar, and the Existing Loan Agents and, regarding each of the above, includes each of their respective predecessors, successors and assigns (where applicable) and their respective Affiliates, their respective Personnel, and their respective advisers and in their capacities as such, and “Existing Agents” shall be construed accordingly.

“Existing Bilateral Loan” means the Hong Kong law-governed term loan facility made to Sino-Ocean Land HK and guaranteed by the Company and the Subsidiary Guarantors pursuant to a facility agreement dated 21 June 2021 as amended and supplemented from time to time including by a side letter dated 21 June 2021. As of the date of the Restructuring Plan, the aggregate principal amount of the Existing Bilateral Loan outstanding is HKD870,000,000.

“Existing Common Depositary” means The Bank of New York Mellon, London Branch, in its capacity as common depositary for the Clearing Systems in respect of the Existing Notes.

“Existing Debt Instruments” means the Existing Notes, Existing Syndicated Loans and Existing Bilateral Loan.

“Existing Documents” means the Existing Debt Instruments, each Existing Notes Trust Deed, each Existing Loan Facility Agreement, any document or instrument documenting or constituting or purporting to document or constitute any Existing Debt Instrument and any related Credit Support Document.

“Existing Global Certificates” means the Existing Global Certificates evidencing the Existing Notes.

“Existing Lender” means a Person who is a “Lender” under and as defined in the Existing Loan Facility Agreements at the Record Time.

“Existing Loan Agent” means each of the following:

(a) Bank of China (Hong Kong) Limited, in its capacity as agent in respect of the Existing Syndicated Loans and the Existing Bilateral Loan;

(b) all banks and/or financial institutions acting as mandated lead arrangers, lead arrangers and/or arrangers in respect of the 2019 Existing Syndicated Loan;

(c) all banks and/or financial institutions acting as mandated lead arrangers, lead arrangers and/or arrangers, in respect of the 2020 Existing Syndicated Loan;

(d) all banks and/or financial institutions acting as mandated lead arrangers and bookrunners, lead arrangers and/or arrangers, in respect of the 2021 Existing Syndicated Loan;

(e) all banks and/or financial institutions acting as mandated lead arrangers and bookrunners and lead arranger in respect of the 2022 Existing Syndicated Loan; and

(f) Bank of China (Hong Kong) Limited, in its capacity as the mandated lead arranger in respect of the Existing Bilateral Loan,

and “Existing Loan Agents” shall be construed accordingly.

“Existing Loan Facility Agreements” means the facility agreements relating to the Existing Syndicated Loans and/or Existing Bilateral Loan.

“Existing Noteholder” means a Person with a beneficial interest as principal in the Existing Notes held in global form or global restricted form through the Clearing Systems as at the Record Time, each of whom have a right, upon satisfaction of certain conditions, to be issued definitive registered notes in accordance with the terms of the Existing Notes and the Existing Notes Trust Deeds.

“Existing Notes” means, collectively, the 2024 Notes, the 2025 Notes, the 2026 Notes, the 2027 Notes, the 2029 Notes, the 2030 Notes and the Perpetual Securities.

“Existing Notes Principal Paying and Transfer Agent and Registrar” means, collectively, The Bank of New York Mellon, London Branch in its capacity as principal paying agent, The Bank of New York Mellon SA/NV, Dublin Branch in its capacity as registrar and transfer agent, and the other paying agents and transfer agents appointed thereunder in respect of the Existing Notes.

“Existing Notes Trust Deeds” means the trust deeds governing the Existing Notes (as amended or supplemented).

“Existing Notes Trustee” means, solely in its capacity as trustee under the Existing Notes Trust Deeds, The Bank of New York Mellon, London Branch.

“Existing Syndicated Loans” means, collectively, the 2019 Existing Syndicated Loan, the 2020 Existing Syndicated Loan, the 2021 Existing Syndicated Loan and the 2022 Existing Syndicated Loan.

“Governmental Entity” means any federal, national or local government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial body of the United Kingdom, the BVI, Hong Kong, the PRC or any other relevant jurisdiction.

“Group” means the Company and any and all of its subsidiaries from time to time.

“HKEx” means The Stock Exchange of Hong Kong Limited.

“Holding Period” means the period from the Restructuring Effective Date up to the Holding Period Expiry Date.

“Holding Period Distribution Date” means the date falling 365 calendar days after the Restructuring Effective Date (or if such date is not a Business Day, the next Business Day after that date).

“Holding Period Expiry Date” means the date on which the Holding Period Trust expires, which is expected to be on the Holding Period Distribution Date or as soon as reasonably practicable thereafter.

“Holding Period Trust” means the holding period trust constituted pursuant to the Holding Period Trust Deed.

“Holding Period Trust Deed” means the trust deed to be executed on or before the Restructuring Effective Date by the Holding Period Trustee and the Company (among others) for the benefit of the Residual Plan Creditors and Blocked Plan Creditors (among others), substantially in the form set out at Schedule 16 (Form of Holding Period Trust Deed) to the Restructuring Plan Explanatory Statement.

“Holding Period Trustee” means GLAS Trustees Limited, in its capacity as bare trustee of the Trust Assets for and on behalf of the Residual Plan Creditors and Blocked Plan Creditors (among others), pursuant to the Holding Period Trust Deed.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Hong Kong Companies Ordinance” means the Companies Ordinance (Cap. 622 of the laws of Hong Kong) as amended, modified or re-enacted from time to time.

“Hong Kong Court” means the Court of First Instance of the High Court of Hong Kong and any court capable of hearing appeals therefrom.

“Hong Kong Scheme” means the scheme of arrangement to be effected between Sino-Ocean Land HK and the Hong Kong Scheme Creditors (as defined therein) pursuant to sections 670, 673 and 674 of the Hong Kong Companies Ordinance.

“Hong Kong Scheme Deed of Release” means the deed of release, governed by the laws of Hong Kong to be executed by the Hong Kong Scheme Creditors (acting via Sino-Ocean Land HK as their attorney and agent) for the benefit of Sino-Ocean Land HK and other Released Persons on the Restructuring Effective Date substantially in the form set out in Part 2 of Schedule 5 (Form of Deed of Release) to the Restructuring Plan Explanatory Statement.

“Hong Kong Scheme Meeting” means the meeting of creditors convened at the direction of the Hong Kong Court for the purpose of considering and, if thought fit, approving the Hong Kong Scheme with or without modification and any adjournment thereof.

“Houlihan Lokey” means Houlihan Lokey (China) Limited.

“Indemnified Party” has the meaning given to it in Clause 24.2.

“Information Agent” means GLAS Specialist Services Limited in its capacity as the Company’s information agent in connection with the Restructuring Plan.

“Insolvency Proceeding” means in relation to any Obligor:

(a) the service of statutory demands, suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, bankruptcy, liquidation, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Person;

(b) a composition or arrangement with any creditor of any Person, or an assignment for the benefit of creditors generally of any Person or a class of such creditors (other than the Restructuring Plan and the Hong Kong Scheme);

(c) the appointment of a liquidator, receiver, administrator, restructuring officer, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of it or any of its assets (other than as required to implement the Restructuring);

(d) enforcement of any security over any assets held by any Person; or

(e) any procedure or step taken in any jurisdiction analogous to those set out in paragraphs (a) to (d) above.

“Intercreditor Agreement” means the intercreditor agreement to be entered into by, among others, the Company, the Asset Holding Companies, the New Notes Trustee, the New Loan Agent and the New Collateral Agent and, if any, other secured parties (as defined therein) on the Restructuring Effective Date in respect of the New Security Documents and certain Credit Support Documents.

“Lender Proxy Form” means a form submitted to the Information Agent by, or on behalf of, an Existing Lender who is a Restructuring Plan Creditor via the Portal, substantially in the form of the lender proxy form set out in Schedule 8 (Solicitation Packet) to the Restructuring Plan Explanatory Statement.

“Liability” means any debt, liability or obligation (including guarantees) whatsoever or howsoever arising, whether it is present, future, prospective or contingent, whether directly or indirectly, whether or not its amount is fixed or undetermined, whether or not it involves the payment of money or the performance of an act or obligation, and whether arising at common law, in equity or by statute in or under the laws of England & Wales, the BVI, Hong Kong, the PRC, or under any other law or in any other jurisdiction howsoever arising; and “Liabilities” shall be construed accordingly.

“Longstop Date” means 31 March 2025, as may be extended: (i) in accordance with Clause 6.6 by the Company, with the prior written consent of: (A) the Majority CoCom (provided that the CoCom holds the Minimum CoCom Threshold); or (B) if the CoCom does not hold the Minimum CoCom Threshold, the Majority Participating Creditors; or (ii) automatically in accordance with Clause 6.8.

“Longstop Date Extension” is defined in Clause 6.6.

“Longstop Date Extension Notice” means a notice issued by the Restructuring Companies in accordance with Clause 6.7.

“Majority CoCom” means the member(s) of the CoCom holding in aggregate at least 50% of the outstanding principal amount of the Existing Syndicated Loans held by the CoCom at the relevant time.

“Majority Participating Creditors” means, at any time, Participating Creditors who hold (beneficially, as principal) an aggregate outstanding principal amount of more than 50% of the outstanding principal amount of the Existing Debt Instruments held in aggregate by all Participating Creditors at that time.

“MCB Warehousing Arrangement” has the meaning given to it in Section 6.6 of the Restructuring Plan Explanatory Statement.

“Minimum CoCom Threshold” has the meaning given to it in the RSA.

“NDRC” has the meaning given to it in Clause 19.1(e)(iii).

“New Agent” means the New Notes Trustee, the New Loan Agent, the New Collateral Agent, the New Common Depositary, the New Notes Principal Paying and Transfer Agent and Registrar, the New MCBs Trustee, the New MCBs Conversion, Principal Paying and Transfer Agent and Registrar, the New MCBs Calculation Agent, the New Perpetual Securities Trustee, the New Perpetuals Principal Paying and Transfer Agent and Registrar and, regarding each of the above, includes each of their respective predecessors, successors and assigns (where applicable) and their respective Affiliates, their respective Personnel, and their respective advisers and in their capacities as such; and “New Agents” shall be construed accordingly.

“New Collateral Agent” means GLAS Trust Corporation Limited in its capacity as collateral agent or its successors under the relevant New Finance Documents.

“New Common Depositary” means the common depositary for the Clearing Systems, acting through its nominee as registered holder of the New Securities, as set out in the New Securities Documents.

“New Debts” means the New Loan and/or the New Notes.

“New Debts Election Base Amount” means, in relation to a Class A Plan Creditor, the New Debts Election Percentage for that Class A Plan Creditor multiplied by that Class A Plan Creditor’s Class A Plan Claim.

“New Debts Election Percentage” means, in relation to a Class A Plan Creditor: (A) the percentage of its Restructuring Consideration that such Class A Plan Creditor validly elects, prior to the Election Deadline, to receive as New Debts instead of New MCBs or New Perpetual Securities; or (B) to the extent such Class A Plan Creditor failed to make a valid election between New Debts and New MCBs or New Perpetual Securities prior to the Election Deadline, a percentage to be determined by the Restructuring Companies in their sole discretion.

“New Debts Subsidiary Guarantors” means such Persons who will guarantee the obligations of the Company and/or other obligors in respect of the New Debts pursuant to the New Notes Trust Deed and the New Facility Agreement as at the relevant date (as applicable).

“New Facility Agreement” means the Hong Kong law governed facility agreement in respect of the New Loan, substantially in the form of the document in Schedule 12 (Form of New Facility Agreement) to the Restructuring Plan Explanatory Statement to be entered into between, amongst others, the Company, Sino-Ocean Land HK, the Subsidiary Guarantors and the other New Debts Subsidiary Guarantors on the Restructuring Effective Date.

“New Finance Documents” means the New Facility Agreement, New Notes Trust Deed, New MCBs Trust Deed, New Perpetual Securities Trust Deed, the Intercreditor Agreement, and any related Credit Support Document or other document in respect of the New Instruments.

“New Global Certificates” means the global certificates evidencing the New Notes, New MCBs and New Perpetual Securities offered and sold outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act, and the restricted global certificates evidencing the New Notes, New MCBs and New Perpetual Securities offered and sold to institutional accredited investors or qualified institutional buyers in the United States, each in the form attached as Schedule 13 to the New Notes Trust Deed, Schedule 14 to the New MCBs Trust Deed or Schedule 15 to the New Perpetual Securities Trust Deed, and each registered in the name of the New Common Depositary).

“New Instruments” means the New Loan and the New Securities.

“New Loan” means the loan (or any part of such loan) made available pursuant to the New Facility Agreement entered into by, among others, the Company, Sino-Ocean Land HK and the Subsidiary Guarantors as part of the Restructuring, with the major terms set forth in the New Facility Agreement.

“New Loan Agent” means Global Loan Agency Services Limited, in its capacity as the agent under the New Facility Agreement.

“New MCBs” means the new zero-coupon, two-year mandatory convertible bonds of the Company which may be issued by the Company as part of the Restructuring Consideration, comprising the Class A New MCBs, the Class B New MCBs, the Class C New MCBs and the Class D New MCBs, with major terms set out in the New MCBs Trust Deed.

“New MCBs Calculation Agent” means Global Loan Agency Services Limited or any successor.

“New MCBs Conversion, Principal Paying and Transfer Agent and Registrar” means, together, the GLAS Specialist Services Limited as conversion agent, and GLAS Trust Company LLC as paying and transfer agent and registrar, or any of their successors.

“New MCBs Trustee” means GLAS Trustees Limited.

“New MCBs Trust Deed” means the trust deed relating to the New MCBs to be issued pursuant to the Restructuring, substantially in the form of the document in Schedule 14 (Form of New MCBs Trust Deed) to the Restructuring Plan Explanatory Statement to be entered into between, amongst others, the Company and the New MCBs Trustee on the Restructuring Effective Date.

“New Notes” means the US$ denominated secured notes to be issued by the Company in 1 series with a tenor of up to 10 years as part of the Restructuring, with the major terms set forth in the New Notes Trust Deed.

“New Notes Elector” means a Class A Plan Creditor that has, prior to the Election Deadline, validly elected to receive New Notes instead of the New Loan as part of its Restructuring Consideration.

“New Notes Principal Paying and Transfer Agent and Registrar” means GLAS Trust Company LLC, in its capacity as principal paying agent, registrar and transfer agent, and the other paying agents and transfer agents appointed under it in respect of the New Notes.

“New Notes Trustee” means GLAS Trustees Limited, in its capacity as trustee or any successor trustee under the New Notes Trust Deed.

“New Notes Trust Deed” means the trust deed in respect of the New Notes to be issued pursuant to the Restructuring, substantially in the form of the document in Schedule 13 (Form of New Notes Trust Deed) to the Restructuring Plan Explanatory Statement to be entered into between, amongst others, the Company, the Subsidiary Guarantors, the other New Debts Subsidiary Guarantors and the New Notes Trustee on the Restructuring Effective Date.

“New Perpetual Securities” means the US$ denominated perpetual capital securities to be issued by the Company as part of the Restructuring, with the major terms set forth in the New Perpetual Securities Trust Deed.

“New Perpetuals Principal Paying and Transfer Agent and Registrar” means GLAS Trust Company LLC, in its capacity as principal paying agent, registrar and transfer agent, and the other paying agents and transfer agents appointed under it in respect of the New Perpetual Securities.

“New Perpetual Securities Trust Deed” means the trust deed in respect of the New Perpetual Securities to be issued pursuant to the Restructuring, substantially in the form of the document in Schedule 15 to the Restructuring Plan Explanatory Statement to be entered into between, amongst others, the Company and the New Perpetual Securities Trustee on the Restructuring Effective Date.

“New Perpetual Securities Trustee” means GLAS Trustees Limited, in its capacity as trustee or any successor trustee under the New Perpetual Securities Trust Deed.

“New Securities” means, collectively, the New Notes, the New MCBs and the New Perpetual Securities.

“New Security Documents” means the security documents in substantially final form to be entered into in connection with the New Instruments to be made available to Restructuring Plan Creditors on the Portal.

“Notes Issuers” means:

(a) Sino-Ocean Land Treasure Finance I Limited (遠洋地產寶財I有限公司), a company incorporated with limited liability under the laws of the British Virgin Islands with company number 1829047 and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands;

(b) Sino-Ocean Land Treasure Finance II Limited (遠洋地產寶財II有限公司), a company incorporated with limited liability under the laws of the British Virgin Islands with company number 1853352 and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands;

(c) Sino-Ocean Land Treasure III Limited (遠洋地產寶財III有限公司), a company incorporated with limited liability under the laws of the British Virgin Islands with company number 1952432 and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Island; and

(d) Sino-Ocean Land Treasure IV Limited (遠洋地產寶財IV有限公司), a company incorporated with limited liability under the laws of the British Virgin Islands with company number 1981109 and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

“Notice of Objection” has its meaning given to it in Clause 16.1.

“Obligors” means collectively, the Restructuring Companies (as applicable), the Subsidiary Guarantors and the Notes Issuers and “Obligor” means any one of them.

“Participating Creditor” means each Person who is a party to the RSA as a Participating Creditor (as defined in the RSA) and “Participating Creditors” means such persons collectively.

“Participating Debt” means, with respect to a Participating Creditor at any time, the aggregate outstanding principal amount of Existing Debt Instruments set out in the Participating Debt Notice then most recently delivered by that Participating Creditor to the Information Agent, as modified from time to time by any Transfer Notices (as applicable) delivered by Participating Creditors to the Information Agent, subject to evidence satisfactory to the Information Agent having been provided in accordance with clause 7 (Accession, Transfer and Purchase, and Aggregate Position Disclosure to The Information Agent) of the RSA.

“Participating Debt Notice” means a notice substantially in the form set out in Schedule 4 (Form of Participating Debt Notice) to the RSA.

“Perpetual Securities” means the English law-governed perpetual subordinated guaranteed capital securities issued by Sino-Ocean Land Treasure III Limited and guaranteed by the Company via a subordinated guarantee. As of the date of the Restructuring Plan, the aggregate principal amount outstanding under the Perpetual Securities is US$600,000,000.

“Perpetuity Period” means the period from the date the Successor Escrow is established until 20 years after that date, or such further period as the Successor Escrow Agent determines in its sole discretion, subject to remaining in compliance with Applicable Sanctions at the end of such period.

“Person” means any natural person, corporation, limited or unlimited liability company, trust, joint venture, association, corporation, partnership, Governmental Entity or other entity whatsoever.

“Personnel” means, in relation to any Person, its current and former officers, partners, directors, employees, staff, agents, counsel, advisers and other representatives, including, without limitation, consultants or information agents.

“Portal” means https://glas-agency.appiancloud.com/suite/sites/sino-ocean-group, the portal managed by the Information Agent in connection with the Restructuring.

“PRC” means the People’s Republic of China, which for the purposes of the Restructuring, excludes Taiwan, Hong Kong and the Macao Special Administrative Region of the PRC.

“Proceeding” means any process, suit, action, legal or other legal proceeding including without limitation any arbitration, mediation, alternative dispute resolution, judicial review, adjudication, demand, statutory demand, execution, distraint, forfeiture, re-entry, seizure, lien, enforcement of judgment, enforcement of any security or Insolvency Proceedings in any jurisdiction.

“Record Date Balance” means a credit balance created by the Clearing Systems and maintained in the records of the Clearing Systems and the Existing Common Depositary in favour of those Restructuring Plan Creditors at the Record Time who did not submit or did not have submitted on their behalf Custody Instructions by the Custody Instruction Deadline and/or a validly completed Account Holder Letter, Distribution Confirmation Deed and, if applicable, Designated Recipient Form by the Record Time.

“Record Time” means 12 noon London time / 8:00 p.m. Hong Kong time on 19 November 2024.

“Released Claim” means any Restructuring Plan Claim, Ancillary Claim or any past, present and/or future Claim arising directly or indirectly out of, in relation to and/or in connection with: (a) the Existing Documents; (b) the preparation, negotiation, sanction or implementation of the Restructuring Plan, the Restructuring Documents and/or the RSA; and/or (c) the execution of the Restructuring Documents and the carrying out of the steps and transactions contemplated in the Restructuring Plan in accordance with their terms (for the avoidance of doubt, excluding any Claims relating to the New Finance Documents and the New Security Documents).

“Released Persons” means (i) the Restructuring Companies, the Subsidiary Guarantors, the Notes Issuers, any member of the Group, their respective Affiliates, their respective Personnel and their respective advisers, (ii) the Existing Agents, (iii) the New Agents, (iv) the Holding Period Trustee, (v) the Information Agent, (vi) the Restructuring Administrators, (vii) the Adjudicator, (viii) the Advisers; (ix) the Blocked Creditor Tabulation Agent; and (x) the Successor Escrow Agent; and, regarding each of the above, includes each of their respective predecessors, successors and assigns (where applicable) and their respective Affiliates, their respective Personnel, and their respective advisers and in their capacities as such; and “Released Person” shall be construed accordingly.

“Repackaged Loans” in Section 6.6 of the Restructuring Plan Explanatory Statement.

“Residual Cash Consideration” means the aggregate of (i) the Consent Fee (if applicable) and/or (ii) accrued cash interest or proceeds on the New Instruments (if any) payable by the Company to Residual Plan Creditors and Blocked Plan Creditors.

“Residual Plan Creditor” means a Restructuring Plan Creditor who is not an Eligible Plan Creditor or a Blocked Plan Creditor.

“Residual Restructuring Consideration” means the Restructuring Consideration to be allocated to each Residual Plan Creditor, including any Residual Cash Consideration (as applicable) to which Residual Plan Creditors may be entitled.

“Restructuring” means the proposed restructuring of the indebtedness of the Obligors in respect of the Existing Debt Instruments, to be conducted materially in the manner envisaged by, and materially on the terms set out in, the Term Sheet and to be implemented by way of the Restructuring Documents.

“Restructuring Administrators” means Mat Ng and Nigel Trayers of Grant Thornton Recovery & Reorganisation Limited and Oliver Haunch of Grant Thornton UK LLP, acting jointly and severally as restructuring plan administrators for the Company in connection with the Restructuring Plan.

“Restructuring Companies” means the Company and Sino-Ocean Land HK; and “Restructuring Company” means either one of them (as relevant).

“Restructuring Conditions” means each of the conditions precedent to the occurrence of the Restructuring Effective Date as set out in Clause 19.

“Restructuring Consideration” means, together, the New Instruments and the Consent Fee (as applicable), including, for the avoidance of doubt, any Residual Cash Consideration.

“Restructuring Documents” means all documents, agreements and instruments necessary to implement the Restructuring in accordance with the RSA and the Term Sheet including, but not limited to, the Restructuring Plan, the Hong Kong Scheme, the Solicitation Packet (including all relevant voting forms), the New Finance Documents, the New Security Documents, the Restructuring Plan Deed of Release, the Hong Kong Scheme Deed of Release, the Deed of Undertaking and the Holding Period Trust Deed.

“Restructuring Effective Date” means the date publicly announced by the Company to be the Restructuring Effective Date, which date shall only occur on or after all Restructuring Conditions have been satisfied or, to the extent permissible, waived.

“Restructuring Plan” means this restructuring plan to be effected between the Company and the Restructuring Plan Creditors pursuant to Part 26A of the Companies Act, subject to any modifications, additions or conditions that the Court may approve or impose, provided that any such modification, addition or condition does not have a material adverse effect on the rights of the Restructuring Plan Creditors and is not prohibited by the terms of this Restructuring Plan.

“Restructuring Plan Claim” means a Claim of any Restructuring Plan Creditor against the Company arising directly or indirectly out of, in relation to and/or in connection with the Existing Documents, whether before, at or after the Record Time (excluding, for the avoidance of doubt, any Claim in respect of any Liability of the Company which arises as a result of a failure to comply with any of the terms of the Restructuring Plan or any Restructuring Document (as applicable)); and “Restructuring Plan Claims” shall be construed accordingly.

“Restructuring Plan Conditions” means each of the conditions precedent to the effectiveness of this Restructuring Plan, as set out in Clause 18.

“Restructuring Plan Creditors” means, as at the Record Time, (A) Persons who have a beneficial interest as principal in the Existing Notes held in global form through the Clearing Systems; and/or (B) Persons who have a legal interest as principal in the Existing Notes including (but without double counting, in each case) the Existing Common Depositary and the Existing Notes Trustee; and/or (C) Persons with a legal and/or beneficial interest as principal under, or in connection with, any Existing Syndicated Loans and/or the Existing Bilateral Loan including (but without double counting, in each case) the Existing Loan Agents.

“Restructuring Plan Effective Date” means the first date at which all of the Restructuring Plan Conditions have been satisfied, as specified in the Restructuring Plan Effective Notice.

“Restructuring Plan Effective Notice” means the notice to be issued by the Company and delivered to the Information Agent in accordance with Clause 6.4 confirming satisfaction of the Restructuring Plan Conditions and confirming the occurrence of the Restructuring Plan Effective Date.

“Restructuring Plan Explanatory Statement” means the composite document dated 22 October 2024 of the Company addressed to the Restructuring Plan Creditors containing, among other things, the explanatory statement of the Company in compliance with the Companies Act and the terms of the Restructuring Plan (including all appendices, schedules and annexures thereto).

“Restructuring Plan Deed of Release” means the deed of release, governed by the laws of England to be executed by the Restructuring Plan Creditors (acting via the Company as their attorney and agent) for the benefit of the Company and other Released Persons on the Restructuring Effective Date substantially in the form set out in Part 1 of Schedule 5 (Form of Deed of Release) to the Restructuring Plan Explanatory Statement.

“Restructuring Plan Meetings” means the meetings of creditors convened at the direction of the Court for the purpose of considering and, if thought fit, approving the Restructuring Plan with or without modification and any adjournment thereof; and “Restructuring Plan Meeting” shall be construed accordingly.

“RSA” means the restructuring support agreement dated 18 July 2024 between (among others) the Restructuring Companies, the Initial Participating Creditors (as defined therein) and the Information Agent (as amended, supplemented and/or restated from time to time, including by the accession or cessation of parties thereto).

“Sanction Order” means the order of the Court sanctioning the Restructuring Plan (with or without modification).

“Sanctions Law Representations” means the sanctions law confirmations and undertakings set out in Annex B to the Distribution Confirmation Deed.

“Sanctioned Country” means any country or territory that is the target of any comprehensive Applicable Sanctions (being, as at the date of the Restructuring Plan Explanatory Statement, the Crimea region of Ukraine, the so-called Donetsk and Luhansk People’s Republics regions of Ukraine, and the countries of Cuba, Iran, North Korea and Syria).

“Sanctioned Plan Creditor” means a Restructuring Plan Creditor that is:

(a) designated on any Applicable Sanctions List;

(b) resident in, ordinarily located in, or incorporated or domiciled under the laws of any Sanctioned Country;

(c) 50 percent or more owned, directly or indirectly, or otherwise controlled, directly or indirectly, (in each case with reference to Applicable Sanctions) by any Person or Persons described in (a) above of this definition; or

(d) acting on behalf of or at the direction of any Person or Persons described in (a) or (b) above of this definition,

except to the extent that any conduct required in respect of such Restructuring Plan Creditor would be permitted under Applicable Sanctions, including under license or other authorisation by all applicable Governmental Entities.

“Sanctions-Affected Plan Creditor” means a Blocked Plan Creditor or a Sanctioned Plan Creditor (as applicable).

“Securities Law Representations” means the securities law confirmations and undertakings set out in Annex B to the Distribution Confirmation Deed.

“Selection Consideration” means: (A) in relation to any Restructuring Plan Creditor, the New Perpetual Securities in lieu of some or all of the New MCBs to which it is entitled; and/or (B) in relation to a Class A Plan Creditor only, in addition to its election at limb (A), (x) the New Debts in lieu of some or all of the New MCBs and/or New Perpetual Securities to which it is entitled; (y) the New Perpetual Securities and/or New MCBs in lieu of some or all of the New Debts to which it is entitled; and/or (z) the Class A New Notes in lieu of all of the Class A New Loan to which it is entitled.

“SGX-ST” means the Singapore Exchange Securities Trading Limited.

“Sidley Austin” means Sidley Austin LLP, a Delaware limited liability partnership (London) and Sidley Austin, a New York general partnership (Hong Kong).

“Sino-Ocean Land HK” means Sino-Ocean Land (Hong Kong) Limited 遠洋地產(香港)有限公司, a company incorporated with limited liability under the laws of Hong Kong with company number 964142 and business registration number 35540899 and having its registered office at Suite 601, One Pacific Place, 88 Queensway, Hong Kong.

“Solicitation Packet” means the packet of materials, including the Account Holder Letter, the Lender Proxy Form, the Designated Recipient Form, the Distribution Confirmation Deed and the Blocked Creditor Form, and accompanying instructions, all of which are available to Restructuring Plan Creditors in Schedule 8 (Solicitation Packet) to the Restructuring Plan Explanatory Statement on the Portal.

“Subsidiary Guarantors” means:

(a) Faith Ocean International Limited信洋國際有限公司, a BVI business company incorporated under the laws of the British Virgin Islands with limited liability with company number 1391989 and a registered non-Hong Kong company registered under Part 16 of the Hong Kong Companies Ordinance;

(b) Fame Gain Holdings Limited名得控股有限公司, a BVI business company incorporated under the laws of the British Virgin Islands with limited liability with company number 1711139;

(c) Mega Precise Profits Limited, an international business company incorporated under the laws of the British Virgin Islands with limited liability with company number 516805 and a registered non-Hong Kong company registered under Part 16 of the Hong Kong Companies Ordinance;

(d) Shine Wind Development Limited耀勝發展有限公司, a BVI business company incorporated under the laws of the British Virgin Islands with limited liability with company number 1033756 and a registered non-Hong Kong company registered under Part 16 of the Hong Kong Companies Ordinance;

(e) Sino-Ocean Land Property Development Limited遠洋地產國際發展有限公司, a company incorporated with limited liability under the laws of Hong Kong with company number 318683 and business registration number 14803111;

(f) Smart State Properties Limited, an international business company incorporated under the laws of the British Virgin Islands with limited liability with company number 410837 and a registered non-Hong Kong company registered under Part 16 of the Hong Kong Companies Ordinance; and

(g) Surplus Cheer Limited盈展有限公司, a company incorporated with limited liability under the laws of Hong Kong with company number 2222069 and business registration number 64602713.

“Successor Escrow” means an escrow account to be established for the Perpetuity Period or until the lifting of the Applicable Sanctions, whichever is earlier, by an agent to be appointed by the Company for the purposes of holding the Blocked Trust Assets after the Holding Period Expiry Date for the Blocked Plan Creditors who have submitted a validly completed Blocked Creditor Form together with supporting evidence to the Blocked Creditor Tabulation Agent prior to the Bar Date.

“Successor Escrow Agent” means the Person appointed by the Company as escrow agent for the Successor Escrow.

“Term Sheet” means the term sheet attached at Schedule 6 (Restructuring Term Sheet) to the RSA.

“Third-Party Fee Letter” means any fee letter agreed between: (a) the Company: and (b) (i) any CoCom’s Adviser; (ii) the Information Agent; (iii) the Holding Period Trustee; (iv) the Existing Agents (each, as applicable); (v) the New Agents (each, as applicable); (vi) the Blocked Creditor Tabulation Agent; (vii) the Successor Escrow Agent; or (viii) the Restructuring Administrators.

“Total Class A New Debts Entitlement” means New Debts in aggregate principal amount equal to US$1,328,000,000.00.

“Total Class A Plan Claims” means the sum of all Class A Plan Claims of Class A Plan Creditors.

“Total Class B New Notes Entitlement” means New Notes in aggregate principal amount equal to US$594,000,000.00.

“Total Class B Plan Claims” means the sum of all Class B Plan Claims of Class B Plan Creditors.

“Total Class C New Notes Entitlement” means New Notes in aggregate principal amount equal to US$161,000,000.00.

“Total Class C Plan Claims” means the sum of all Class C Plan Claims of Class C Plan Creditors.

“Total Class D New Notes Entitlement” means New Notes in aggregate principal amount equal to US$117,000,000.00.

“Total Class D Plan Claims” means the sum of all Class D Plan Claims of Class D Plan Creditors.

“Transfer Notice” means a notice substantially in the form set out in Schedule 5 (Form of Transfer Notice) to the RSA.

“Trust Assets” has the meaning given to it in the Holding Period Trust Deed.

“Voting Plan Claims” means, for assessing a Restructuring Plan Creditor’s Restructuring Plan Claims for voting purposes, a value equal to the sum of: (i) outstanding principal amount of the Existing Debt Instruments in which each Restructuring Plan Creditor held a legal and/or beneficial interest (as applicable) as principal at the Record Time (without double counting); and (ii) all accrued and unpaid interest relating to such Existing Debt Instruments up to (but excluding) the Record Time.

“VWAP” means volume-weighted average price, a measurement that shows the average price of a security, adjusted for its trading volume.

“Warehousing Accounts” has the meaning given to it in Section 6.6 of the Restructuring Plan Explanatory Statement.

“Warehousing Plan Creditor” means a Class A Plan Creditor that has, prior to the Election Deadline, validly elected to receive its entitlement to Class A New MCBs (if any) through the MCB Warehousing Arrangement.

“Warehousing SPV” has the meaning given to it in Section 6.6 of the Restructuring Plan Explanatory Statement.

1.2 In this Restructuring Plan, unless the context otherwise requires or otherwise expressly provided:

(a) references to Recitals, Parts, Clauses, Sub-Clauses, Schedules and Appendices are references to the recitals, parts, clauses, sub-clauses, schedules and appendices respectively of or to this Restructuring Plan;

(b) references to a statute or a statutory provision include the same as subsequently modified, amended or re-enacted from time to time;

(c) references to an agreement, deed or document shall be deemed also to refer to such agreement, deed or document as amended, supplemented, restated, verified, replaced and/or novated (in whole or in part) from time to time and to any agreement, deed or document executed pursuant thereto;

(d) the singular includes the plural and vice versa and words importing one gender shall include all genders;

(e) headings to Recitals, Parts, Clauses and Sub-Clauses are for ease of reference only and shall not affect the interpretation of this Restructuring Plan;

(f) references to “US$” are references to the lawful currency of the United States of America;

(g) the words “include” and “including” are to be construed without limitation, general words introduced by the word “other” are not to be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words are not to be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;

(h) a company is a “subsidiary” of another company, its “holding company”, if that other company: (a) holds a majority of the voting rights in it; (b) is a member of it and has the right to appoint or remove a majority of its board of directors; or (c) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it, or, if it is a subsidiary of a company that is itself a subsidiary of that other company; and

(i) an “undertaking” means a body corporate or partnership; or an unincorporated association carrying on a trade or business, with or without a view to profit; and an undertaking is a parent undertaking in relation to another undertaking, a “subsidiary undertaking”, if: (a) it holds the majority of voting rights in the undertaking; (b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors; (c) it has the right to exercise a dominant influence over the undertaking: (i) by virtue of provisions contained in the undertaking’s articles; or (ii) by virtue of a control contract; or (d) it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.

PART B

RECITALS

2. THE COMPANY

2.1 The Company was incorporated as a public company with limited liability under the laws of Hong Kong with company number 1114599 and business registration number 37945938 pursuant to the Hong Kong Companies Ordinance.

2.2 The Company’s registered office is at Suite 601, One Pacific Place, 88 Queensway, Hong Kong.

2.3 As at the date hereof the Company has 7,616,095,657 ordinary shares with no nominal value.

3. THE PURPOSE OF THE RESTRUCTURING PLAN

3.1 The principal object and purpose of this Restructuring Plan is to effect a compromise and arrangement between the Company and the Restructuring Plan Creditors as part of the broader Restructuring to implement a financial restructuring of the Liabilities of the Restructuring Companies (as applicable), the Subsidiary Guarantors and the Notes Issuers under and/or in connection with the Existing Debt Instruments and to enable the Restructuring Companies and the Group to continue to operate on a going concern basis.

3.2 In summary, this Restructuring Plan provides for the release of all of the Restructuring Plan Claims and the Ancillary Claims of the Restructuring Plan Creditors against any Released Person, in consideration for which such Restructuring Plan Creditors (or their Designated Recipients, as applicable) will be entitled to receive in full and final settlement a distribution of the Restructuring Consideration in accordance with the terms of this Restructuring Plan.

3.3 If this Restructuring Plan is sanctioned by the Court, and the Company considers it necessary for the purposes of the Restructuring, following consultation with its legal counsel, the Company may (at any time on or after the Restructuring Plan Effective Date) make an application for a suitable order under any applicable law, legal doctrine or Proceeding concerning Cross-Border Recognition (including any applicable law, legal doctrine or Proceeding in Hong Kong or the British Virgin Islands) and for such other additional relief and/or assistance as the Company may require. The obtaining of such order or additional relief and/or assistance shall not be a Restructuring Condition.

3.4 Among other things, the effectiveness of the Restructuring will be conditional upon the effectiveness of the Hong Kong Scheme.

4. THE EXISTING DEBT

4.1 The Existing Notes are held under customary arrangements whereby:

(a) the Existing Notes were issued pursuant to the Existing Notes Trust Deeds;

(b) the Existing Notes were issued in global registered form, and are registered in the name of The Bank of New York Depository (Nominees) Limited as nominee of the Existing Common Depositary;

(c) interests in the Existing Global Certificates are held by Account Holders (whose identities are recorded directly in the books or other records maintained by the Clearing Systems) through the Clearing Systems, under electronic systems designed to facilitate paperless transactions in respect of dematerialised securities; and

(d) each Account Holder may be holding its recorded interest in the Existing Global Certificates directly or indirectly on behalf of one or more Restructuring Plan Creditors.

4.2 The Existing Syndicated Loans comprise loans granted to Sino-Ocean Land HK pursuant to the relevant Existing Loan Facility Agreements, each governed by Hong Kong law with customary loan terms for syndicated loans.

4.3 The Existing Bilateral Loan is a loan granted to Sino-Ocean Land HK pursuant to the relevant Existing Loan Facility Agreements, governed by Hong Kong law with customary loan terms for a term loan.

5. THE EXISTING AGENTS AND THE RESTRUCTURING PLAN

The Existing Agents, in their capacity as such, are each Restructuring Plan Creditors and will be bound by this Restructuring Plan but will not be entitled to vote at the Restructuring Plan Meetings nor receive any Restructuring Consideration (to avoid double counting).

PART C

THE RESTRUCTURING PLAN

6. EFFECTIVE DATES OF THIS RESTRUCTURING PLAN AND NOTIFICATION

6.1 The compromise and arrangement effected by this Restructuring Plan and the relevant Restructuring Documents shall apply to all Restructuring Plan Claims and shall be binding on the Restructuring Companies, the Subsidiary Guarantors, the Notes Issuers, Restructuring Plan Creditors and their respective successors, assigns and transferees.

6.2 The terms of this Restructuring Plan shall become effective on, and from, the Restructuring Plan Effective Date.

6.3 The Company undertakes to perform all action as are commercially reasonable and necessary to procure that the Restructuring Effective Date occurs as soon as practicable after the Restructuring Plan Effective Date and the Hong Kong Scheme Effective Date.

6.4 The Company shall promptly notify the Information Agent of:

(a) the satisfaction of the Restructuring Plan Conditions and the occurrence of the Restructuring Plan Effective Date; and

(b) the satisfaction of the Restructuring Conditions and the occurrence of the Restructuring Effective Date,

by sending a Restructuring Plan Effective Notice or Completion Notice (as applicable) to the Information Agent and, upon receipt of such notice, the Information Agent shall promptly notify Restructuring Plan Creditors, the Existing Notes Trustee, the Existing Loan Agents, the New Notes Trustee, the New Loan Agent, the New MCBs Trustee and the New Perpetual Securities Trustee of the Restructuring Plan Effective Date or Restructuring Effective Date (as applicable) by:

(a) sending the Restructuring Plan Effective Notice or Completion Notice (as applicable) to the Existing Notes Trustee and the Existing Loan Agents;

(b) sending the Restructuring Plan Effective Notice or Completion Notice (as applicable) to the New Notes Trustee, the New Loan Agent, the New MCBs Trustee and the New Perpetual Securities Trustee;

(c) circulating the Restructuring Plan Effective Notice or Completion Notice (as applicable) to Restructuring Plan Creditors via the Clearing Systems (in respect of Existing Noteholders) and via the Existing Loan Agent(s) under the Existing Loan Facility Agreements (in respect of Existing Lenders);

(d) posting the Restructuring Plan Effective Notice or Completion Notice (as applicable) on the Portal; and

(e) sending the Restructuring Plan Effective Notice or Completion Notice (as applicable) via electronic mail to each Person who the Company believes may be a Restructuring Plan Creditor and which is registered as a Restructuring Plan Creditor (with the exception of Sanctioned Plan Creditors) with the Information Agent or has otherwise notified the Company or Information Agent of its valid electronic mail address.

6.5 The Company shall also promptly notify Restructuring Plan Creditors of the occurrence of the Restructuring Plan Effective Date and the Restructuring Effective Date (as applicable) by announcement on the HKEx.

6.6 The Company may, at any time before the occurrence of the Longstop Date (if applicable, as extended in accordance with this Clause 6.6), and by way of one or multiple extensions, extend the Longstop Date until such later date and time as the Company may elect to extend it, with the prior written consent of (i) the Majority CoCom (provided that the CoCom holds the Minimum CoCom Threshold) or, (ii) if the CoCom does not hold the Minimum CoCom Threshold, the Majority Participating Creditors, subject to any Court approval as may be required (a “Longstop Date Extension”), provided that the Longstop Date (as so extended) must not be later than 30 September 2025.

6.7 Subject to compliance with Clause 6.6 above, the Company shall promptly notify the Information Agent of any Longstop Date Extension by delivering a Longstop Date Extension Notice to the Information Agent and the Information Agent shall promptly notify Restructuring Plan Creditors, the Existing Notes Trustee and the New Notes Trustee of the Longstop Date Extension by:

(a) sending the Longstop Date Extension Notice to the Existing Notes Trustee and the Existing Loan Agents;

(b) sending the Longstop Date Extension Notice to the New Notes Trustee, the New Loan Agent, the New MCBs Trustee and the New Perpetual Securities Trustee;

(c) circulating the Longstop Date Extension Notice to Restructuring Plan Creditors via the Clearing Systems (in respect of Existing Noteholders) and via the Existing Loan Agent(s) under the Existing Loan Facility Agreements (in respect of Existing Lenders);

(d) posting the Longstop Date Extension Notice on the Portal; and

(e) sending the Longstop Date Extension Notice via electronic mail to each Person who the Company believes may be a Restructuring Plan Creditor and which is registered as a Restructuring Plan Creditor with the Information Agent or has otherwise notified the Company or Information Agent of its valid electronic mail address.

6.8 If: (i) on or before the Longstop Date an application is submitted to the NDRC by or on behalf of the Company for the registration of the New Securities and/or New Loan (as applicable); and (ii) on the Longstop Date the condition in Clause 19.1(e)(iii) has not been met or otherwise waived in accordance with the terms of this Restructuring Plan, the Longstop Date shall be automatically extended by ninety (90) calendar days (an “Automatic Longstop Date Extension”). For the avoidance of any doubt, the Automatic Longstop Date Extension can only occur once and no further extension can occur by virtue of this provision.

6.9 The Company shall also promptly notify Restructuring Plan Creditors of any Longstop Date Extension or Automatic Longstop Date Extension by announcement on the HKEx.

7. EFFECT OF THE RESTRUCTURING PLAN

7.1 On the Restructuring Effective Date:

(a) all of the rights, title and interest of Restructuring Plan Creditors in respect of the Released Claims, whether before, at or after the Record Time shall be subject to each of the arrangements and compromises set out in this Restructuring Plan on the terms and subject to the conditions set out herein;

Class A Plan Creditors

(b) Class A Plan Creditors (other than Sanctioned Plan Creditors) shall receive Restructuring Consideration, comprising the Consent Fee (where eligible), and the following subject to the provisions set out in paragraphs 7.1(c) and 7.1(d) below:

(i) New Debts in the form of New Loan or New Notes, in a total amount not exceeding the Total Class A New Debts Entitlement of approximately US$1,328 million; and/or

(ii) Class A New MCBs and/or New Perpetual Securities, in an aggregate principal amount not exceeding the result of the total Class A Plan Claims minus the Total Class A New Debts Entitlement;

(c) an eligible Class A Plan Creditor (other than a Sanctioned Plan Creditor) may make its binding election of Selection Consideration in accordance with clause 13.1 whereby:

(i) a Class A Plan Creditor may:

(A) elect to exchange 100% of its Class A Plan Claim into: (1) New Debts only; (2) Class A New MCBs and/or New Perpetual Securities only; or (3) any combination of the above two in percentages adding up to 100%; and

(B) if a Class A Plan Creditor fails to make a valid election in accordance with paragraph 7.1(c)(i)(A) above, such Class A Plan Creditor will receive any combination of: (1) New Debts; and (2) Class A New MCBs and/or New Perpetual Securities to be determined by the Restructuring Companies in their sole discretion;

(ii) in respect of any entitlement to the New Debts as a result of: (1) a Class A Plan Creditor’s election made in accordance with paragraph 7.1(c)(i) above; and (2) the reallocation mechanism in accordance with paragraph 7.1(d) below, the Class A Plan Creditor may:

(A) elect to receive either New Notes or New Loan; and

(B) if the Class A Plan Creditor does not make a valid election in accordance with paragraph 7.1(c)(ii)(A) above, such Class A Plan Creditor will receive all of its entitlement to the New Debts (if any) in the form of New Loan;

(iii) in respect of any entitlement to the Class A New MCBs and/or New Perpetual Securities as a result of: (1) a Class A Plan Creditor’s election made in accordance with paragraph 7.1(c)(i) above; and (2) the reallocation mechanism in accordance with 7.1(d), the Class A Plan Creditor may:

(A) elect to receive 100% of such entitlement in: (1) Class A New MCBs only; (2) New Perpetual Securities only; or (3) any combination of the above two in percentages adding up to 100%; and

(B) if the Class A Plan Creditor does not make an election in accordance with paragraph 7.1(c)(iii)(A) above, the Class A Plan Creditor will receive all of its entitlement to Class A New MCBs and/or New Perpetual Securities (if any) in the form of Class A New MCBs;

(d) the election made by a Class A Plan Creditor at paragraph 7.1(c) above is subject to the following adjustment and reallocation mechanism:

(i) if the total amount of New Debts elected for by the Class A Plan Creditors at paragraph 7.1(c)(i) above exceeds the Total Class A New Debts Entitlement, the available Total Class A New Debts Entitlement will be allocated on a pro rata basis (i.e. proportional to the amount of New Debts elected for by each Class A Plan Creditor), and the excess amount will be allocated with Class A New MCBs and/or New Perpetual Securities in accordance with the Class A Plan Creditors’ election referred to in paragraph 7.1(c)(iii)(A) above or if no such election is made, in accordance with paragraph 7.1(c)(iii)(B) above; and

(ii) if the total amount of Class A New MCBs and/or New Perpetual Securities elected for by the Class A Plan Creditors at paragraph 7.1(c)(i) above exceeds the result equal to the total Class A Plan Claims minus the Total Class A New Debts Entitlement, the available Class A New MCBs and/or New Perpetual Securities will be allocated on a pro rata basis (i.e. proportional to the amount of Class A New MCBs and/or New Perpetual Securities elected for by each Class A Plan Creditor), and the excess amount will be allocated with New Loan or New Notes in accordance with the election referred to in paragraph 7.1(c)(ii)(A) above or if no such election is made, in accordance with 7.1(c)(ii)(B) above);

Class B Plan Creditors

(e) Class B Plan Creditors (other than Sanctioned Plan Creditors) shall receive Restructuring Consideration, comprising the Consent Fee (where eligible), and the following subject to the provisions set out in paragraph 7.1(f) below:

(i) New Notes in a total amount not exceeding the Total Class B New Notes Entitlement of approximately US$594 million; and

(ii) Class B New MCBs and/or New Perpetual Securities, in an aggregate principal amount not exceeding the result of the total Class B Plan Claims minus the Total Class B New Notes Entitlement;

(f) an eligible Class B Plan Creditor (other than a Sanctioned Plan Creditor) may make its binding election of Selection Consideration in accordance with clause 13.1, whereby in respect of any entitlement to the Class B New MCBs and/or New Perpetual Securities the Class B Plan Creditor may:

(i) elect to receive 100% of such entitlement in: (1) Class B New MCBs only; (2) New Perpetual Securities only; or (3) any combination of the above two in percentages adding up to 100%; and

(ii) if the Class B Plan Creditor does not make an election in accordance with paragraph 7.1(f)(i) above, the Class B Plan Creditor will receive all of its entitlement to Class B New MCBs and/or New Perpetual Securities in the form of Class B New MCBs;

Class C Plan Creditors

(g) Class C Plan Creditors (other than Sanctioned Plan Creditors) shall receive Restructuring Consideration, comprising the Consent Fee (where eligible), and the following subject to the provisions set out in paragraph 7.1(h) below:

(i) New Notes in a total amount not exceeding the Total Class C New Notes Entitlement of approximately US$161 million; and

(ii) Class C New MCBs and/or New Perpetual Securities, in an aggregate principal amount not exceeding the result of the total Class C Plan Claims minus the Total Class C New Notes Entitlement;

(h) an eligible Class C Plan Creditor (other than a Sanctioned Plan Creditor) may make its binding election of Selection Consideration in accordance with clause 13.1, whereby in respect of any entitlement to the Class C New MCBs and/or New Perpetual Securities the Class C Plan Creditor may:

(i) elect to receive 100% of such entitlement in: (1) Class C New MCBs only; (2) New Perpetual Securities only; or (3) any combination of the above two in percentages adding up to 100%; and

(ii) if the Class C Plan Creditor does not make an election in accordance with paragraph 7.1(h)(i) above, the Class C Plan Creditor will receive all of its entitlement to Class C New MCBs and/or New Perpetual Securities in the form of Class C New MCBs;

Class D Plan Creditors

(i) Class D Plan Creditors (other than Sanctioned Plan Creditors) shall receive Restructuring Consideration, comprising the Consent Fee (where eligible), and the following subject to the provisions set out in paragraph 7.1(j) below:

(i) New Notes in a total amount not exceeding the Total Class D New Notes Entitlement of approximately US$117 million; and

(ii) Class D New MCBs and/or New Perpetual Securities, in an aggregate principal amount not exceeding the result of the total Class D Plan Claims minus the Total Class D New Notes Entitlement;

(j) an eligible Class D Plan Creditor (other than a Sanctioned Plan Creditor) may make its binding election of Selection Consideration in accordance with clause 13.1, whereby in respect of any entitlement to the Class D New MCBs and/or New Perpetual Securities the Class D Plan Creditor may:

(i) elect to receive 100% of such entitlement in: (1) Class D New MCBs only; (2) New Perpetual Securities only; or (3) any combination of the above two in percentages adding up to 100%; and

(ii) if the Class D Plan Creditor does not make an election in accordance with paragraph 7.1(j)(i) above, the Class D Plan Creditor will receive all of its entitlement to Class D New MCBs and/or New Perpetual Securities in the form of Class D New MCBs;

7.2 On the Restructuring Effective Date:

The Consent Fee

(a) for those Participating Creditors who are Early Eligible Participating Creditors (other than Sanctions-Affected Plan Creditors), the Company, or another member of the Group on behalf of the Company, shall pay the Early Consent Fee to each such Early Eligible Participating Creditor in respect of its Early Eligible Participating Debt, such payment to be made by way of transfer to:

(i) in respect of Early Eligible Participating Creditors who are Existing Noteholders, the Clearing Systems cash account (which must be the cash account linked to the securities account in which that Early Eligible Participating Creditor’s Eligible Participating Debt was held at the Record Time); or

(ii) in respect of Early Eligible Participating Creditors who are Existing Lenders only, the cash and securities account listed in the Lender Proxy Forms of the relevant Participating Creditors, or to such Clearing System account submitted to the Information Agent by the relevant Participating Creditors in their Designated Recipient Forms;

(b) for those Participating Creditors who are Base Eligible Participating Creditors (other than Sanctions-Affected Plan Creditors), the Company, or another member of the Group on behalf of the Company, shall pay the Base Consent Fee to each such Base Eligible Participating Creditor in respect of its Base Eligible Participating Debt, such payment to be made by way of transfer to:

(i) in respect of Base Eligible Participating Creditors who are Existing Noteholders, the Clearing Systems cash account (which must be the cash account linked to the securities account in which that Base Eligible Participating Creditor’s Eligible Participating Debt was held at the Record Time); or

(ii) in respect of Base Eligible Participating Creditors who are Existing Lenders only, the cash and securities account listed in the Lender Proxy Forms of the relevant Participating Creditors, or to such Clearing System account submitted to the Information Agent by the relevant Participating Creditors in their Designated Recipient Forms;

(c) for those Early Eligible Participating Creditors that are Blocked Plan Creditors, provided they have validly submitted a validly completed Blocked Creditor Form voting in favour of the Restructuring Plan prior to the Record Time or such obligation has been waived by the Restructuring Companies, the Company or another member of the Group on behalf of the Company shall pay the Early Consent Fee to which each such Early Eligible Participating Creditor is entitled in respect of its Early Eligible Participating Debt to either:

(i) where the Applicable Sanctions are lifted on or prior to the Holding Period Expiry Date and as soon as reasonably practicable after the lifting of the Applicable Sanctions, an account nominated by such Blocked Plan Creditor in its Blocked Creditor Form; or

(ii) where the Applicable Sanctions have not been lifted on or prior to the Holding Period Expiry Date, the Successor Escrow Agent to be held in the Successor Escrow until the earlier of: (A) the expiry of the Perpetuity Period, or (B) the lifting of Applicable Sanctions, provided that Blocked Plan Creditors shall be given a reasonable period of time thereafter to recover their entitlement to the Early Consent Fee as part of its Blocked Restructuring Consideration in accordance with the terms of the Successor Escrow;

(d) for those Base Eligible Participating Creditors that are Blocked Plan Creditors, provided they have validly submitted a validly completed Blocked Creditor Form (as applicable) voting in favour of the Restructuring Plan prior to the Record Time or such obligation has been waived by the Restructuring Companies, the Company or another member of the Group on behalf of the Company shall pay the Base Consent Fee to which each such Base Eligible Participating Creditor is entitled in respect of its Base Eligible Participating Debt to either:

(i) where the Applicable Sanctions are lifted on or prior to the Holding Period Expiry Date and as soon as reasonably practicable after the lifting of the Applicable Sanctions, an account nominated by such Blocked Plan Creditor in its Blocked Creditor Form; or

(ii) where the Applicable Sanctions have not been lifted on or prior to the Holding Period Expiry Date, the Successor Escrow Agent to be held in the Successor Escrow until the earlier of: (A) the expiry of the Perpetuity Period, or (B) the lifting of Applicable Sanctions, provided that Blocked Plan Creditors shall be given a reasonable period of time thereafter to recover their entitlement to the Base Consent Fee as part of its Blocked Restructuring Consideration in accordance with the terms of the Successor Escrow;

The New Notes

(e) the New Finance Documents in respect of the New Notes will be executed, authenticated and delivered by the parties thereto and the Company shall ensure that the New Global Certificates are executed and delivered to the New Common Depositary and interests in the New Global Certificates are credited in the relevant amounts to the accounts in the Clearing Systems designated by the Eligible Plan Creditors or their Designated Recipients (as applicable), as specified in their Account Holder Letters, Lender Proxy Forms and Designated Recipient Forms (as applicable), and by the Holding Period Trustee, such that:

(i) the New Notes allocated to each Eligible Plan Creditor or Designated Recipient (as applicable), other than any Blocked Plan Creditor (and their Designated Recipients, if applicable), will comprise the following, in each case rounded down to the nearest US$1.00:

(A) in respect of a Class A Plan Creditor that is a New Notes Elector, New Notes in aggregate principal amount equal to its Class A New Notes Entitlement;

(B) in respect of a Class B Plan Creditor, New Notes in aggregate principal amount equal to its Class B New Notes Entitlement;

(C) in respect of a Class C Plan Creditor, New Notes in aggregate principal amount equal to its Class C New Notes Entitlement; and

(D) in respect of a Class D Plan Creditor, New Notes in aggregate principal amount equal to its Class D New Notes Entitlement,

but provided that the interests in the New Global Certificates to which an Eligible Plan Creditor or Designated Recipient (as applicable) is entitled under the terms of this Restructuring Plan will be credited to the Clearing System account in which that Eligible Plan Creditor held its interests in the Existing Notes as at the Record Time or to such Clearing System account submitted to the Information Agent by that Eligible Plan Creditor in its Designated Recipient Form or, in the case of Eligible Plan Creditors who are Existing Lenders, only, the cash and securities account listed in their Lender Proxy Form; and

(ii) the New Notes allocated to the Holding Period Trustee (to be held on trust for the Restructuring Plan Creditors referred to in this Clause 7.2(e)(ii), in accordance with the terms of the Holding Period Trust Deed), with the exception of any Residual Cash Consideration arising therefrom, will be transferred to the securities account designated by the Holding Period Trustee and will comprise the following, in each case rounded down to the nearest US$1.00:

(A) in respect of each Residual Plan Creditor and each Blocked Plan Creditor:

(I) in respect of a Class A Plan Creditor, New Notes in aggregate principal amount equal to its Class A New Notes Entitlement;

(II) in respect of a Class B Plan Creditor, New Notes in aggregate principal amount equal to its Class B New Notes Entitlement;

(III) in respect of a Class C Plan Creditor, New Notes in aggregate principal amount equal to its Class C New Notes Entitlement; and

(IV) in respect of a Class D Plan Creditor, New Notes in aggregate principal amount equal to its Class D New Notes Entitlement,

(iii) the interests in the New Notes will be:

(A) recorded in the relevant new registers by the relevant new registrars;

(B) credited in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof; and

(C) any fractional entitlements of New Notes that are remaining after the adjustment set out in Subclause (B) will be forfeited;

The New Loan

(f) the New Finance Documents in respect of the New Loan will be executed and delivered by the parties thereto such that:

(i) the New Loan allocated to each Eligible Plan Creditor or Designated Recipient (as applicable), other than any Blocked Plan Creditor (and its Designated Recipients, if applicable), will comprise, in respect of a Class A Plan Creditor, the Class A New Loan in aggregate principal amount equal to its Class A New Loan Entitlement, rounded down to the nearest US$1.00; and

(ii) the New Loan allocated to the Holding Period Trustee (to be held on trust for the Restructuring Plan Creditors (with the exception of any Residual Cash Consideration arising therefrom) referred to in this Clause 7.2(f)(ii), in accordance with the terms of the Holding Period Trust Deed) will comprise, in respect of each Class A Plan Creditor that is a Residual Plan Creditor or a Blocked Plan Creditor, the Class A New Loan in aggregate principal amount equal to its Class A New Loan Entitlement, rounded down to the nearest US$1.00;

The New MCBs

(g) the New Finance Documents in respect of the New MCBs will be executed, authenticated and delivered by the parties thereto such that the New Global Certificates are executed and delivered to the New Common Depositary and interests in the New Global Certificates are credited in the relevant amounts to the accounts in the Clearing Systems designated by the Eligible Plan Creditor or its Designated Recipients (as applicable), as specified in their Account Holder Letters, Lender Proxy Forms and Designated Recipient Forms (as applicable), and by the Holding Period Trustee, such that:

(i) the New MCBs allocated to each Eligible Plan Creditor or Designated Recipient (as applicable), other than any Blocked Plan Creditor and any Warehousing Plan Creditor (and their Designated Recipients, if applicable), will comprise the following, in each case rounded down to the nearest US$1.00:

(A) in respect of a Class A Plan Creditor, Class A New MCBs in aggregate principal amount equal to its Class A New MCBs Entitlement;

(B) in respect of a Class B Plan Creditor, Class B New MCBs in aggregate principal amount equal to its Class B New MCBs Entitlement;

(C) in respect of a Class C Plan Creditor, Class C New MCBs in aggregate principal amount equal to its Class C New MCBs Entitlement; and

(D) in respect of a Class D Plan Creditor, Class D New MCBs in aggregate principal amount equal to its Class D New MCBs Entitlement,

(ii) the Class A MCBs allocated to the Warehousing SPV will comprise, in respect of each Class A Plan Creditor that is a Warehousing Plan Creditor, Class A New MCBs in aggregate principal amount equal to its Class A New MCBs Entitlement rounded down to the nearest US$1.00;

(iii) the New MCBs allocated to the Holding Period Trustee (to be held on trust for the Restructuring Plan Creditors referred to in this Clause (ii), in accordance with the terms of the Holding Period Trust Deed), with the exception of any Residual Cash Consideration arising therefrom, will be transferred to the securities account designated by the Holding Period Trustee and will comprise the following, in each case rounded down to the nearest US$1.00:

(A) in respect of each Residual Plan Creditor and each Blocked Plan Creditor:

(I) in respect of a Class A Plan Creditor, Class A New MCBs in aggregate principal amount equal to its Class A New MCBs Entitlement;

(II) in respect of a Class B Plan Creditor, Class B New MCBs in aggregate principal amount equal to its Class B New MCBs Entitlement;

(III) in respect of a Class C Plan Creditor, Class C New MCBs in aggregate principal amount equal to its Class C New MCBs Entitlement; and

(IV) in respect of a Class D Plan Creditor, Class D New MCBs in aggregate principal amount equal to its Class D New MCBs Entitlement; and

(iv) the interests in the New MCBs will be:

(A) recorded in the relevant new registers by the relevant new registrars;

(B) credited in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof; and

(C) any fractional entitlements of New MCBs that are remaining after the adjustment set out in Subclause (B) will be forfeited;

The New Perpetual Securities

(h) the New Finance Documents in respect of the New Perpetual Securities will be executed and delivered by the parties thereto such that:

(i) the New Perpetual Securities allocated to each Eligible Plan Creditor or Designated Recipient (as applicable), other than any Blocked Plan Creditor (and their Designated Recipients, if applicable), will comprise the following, in each case rounded down to the nearest US$1.00:

(A) in respect of a Class A Plan Creditor, New Perpetual Securities in aggregate principal amount equal to its Class A New Perpetual Securities Entitlement;

(B) in respect of a Class B Plan Creditor, New Perpetual Securities in aggregate principal amount equal to its Class B New Perpetual Securities Entitlement;

(C) in respect of a Class C Plan Creditor, New Perpetual Securities in aggregate principal amount equal to its Class C New Perpetual Securities Entitlement; and

(D) in respect of a Class D Plan Creditor, New Perpetual Securities in aggregate principal amount equal to its Class D New Perpetual Securities Entitlement,

but provided that, the interests in the New Global Certificates to which a Eligible Plan Creditor or Designated Recipient (as applicable) is entitled under the terms of this Restructuring Plan will be credited to the Clearing System account in which that Eligible Plan Creditor held its interests in the Existing Notes as at the Record Time or to such Clearing System account submitted to the Information Agent by that Eligible Plan Creditor in its Designated Recipient Form or, in the case of an Eligible Plan Creditor who is an Existing Lender only, the cash and securities account listed in their Lender Proxy Form; and

(ii) the New Perpetual Securities allocated to the Holding Period Trustee (to be held on trust for the Restructuring Plan Creditors referred to in this Clause 7.2(h)(ii), in accordance with the terms of the Holding Period Trust Deed), with the exception of any Residual Cash Consideration arising therefrom, will be transferred to the securities account designated by the Holding Period Trustee and will comprise the following, in each case rounded down to the nearest US$ 1.00:

(A) in respect of each Residual Plan Creditor and each Blocked Plan Creditor:

(I) in respect of a Class A Plan Creditor, New Perpetual Securities in aggregate principal amount equal to its Class A New Perpetual Securities Entitlement;

(II) in respect of a Class B Plan Creditor, New Perpetual Securities in aggregate principal amount equal to its Class B New Perpetual Securities Entitlement;

(III) in respect of a Class C Plan Creditor, New Perpetual Securities in aggregate principal amount equal to its Class C New Perpetual Securities Entitlement; and

(IV) in respect of a Class D Plan Creditor, New Perpetual Securities in aggregate principal amount equal to its Class D New Perpetual Securities Entitlement,

(iii) the interests in the New Perpetual Securities will be:

(A) recorded in the relevant new registers by the relevant new registrars;

(B) credited in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof; and

(C) any fractional entitlements of New Perpetual Securities that are remaining after the adjustment set out in Subclause (B) will be forfeited;

(i) the Existing Common Depositary is empowered to take, and the Company shall procure that the Existing Common Depositary takes, such action as may be required to credit the Record Date Balance in the records of the Clearing Systems in favour of those Restructuring Plan Creditors who did not submit, or did not have submitted on their behalf, valid Custody Instructions by the Custody Instruction Deadline and/or a validly completed Account Holder Letter by the Record Time (as applicable); and

Adviser fees

(j) to the extent not already completed prior to the Restructuring Effective Date the Company shall pay in full all fees, costs and expenses required under Clause 19.1(l).

7.3 On the Restructuring Effective Date and inter-conditionally with each of the steps outlined in Clauses 7.2(a) to (j) above:

(a) the Company shall ensure that the Existing Global Certificates representing all of the Existing Notes are cancelled and marked down by the Existing Common Depositary and shall give all such instructions as are required to be given by it (or for and on behalf of each Restructuring Plan Creditor) to the Existing Notes Trustee, the Existing Common Depositary and/or the Existing Notes Principal Paying and Transfer Agent and Registrar for such purpose;

(b) the Company shall, for and on behalf of each Restructuring Plan Creditor, execute the Deed of Release;

(c) the respective rights and obligations of the Restructuring Plan Creditors (including, for the avoidance of doubt, any Person that acquires an interest in the Existing Notes, the Existing Syndicated Loans and/or the Existing Bilateral Loan after the Record Time), the Company, Sino-Ocean Land HK, the Subsidiary Guarantors, the Notes Issuers, the Group and the Existing Agents (as applicable) towards one another under the Existing Documents will terminate; and

(d) in accordance with the undertaking therein, the Company, each of the Notes Issuers and each other party to the Deed of Undertaking shall enter into the Restructuring Documents to which they are party.

8. HOLDING PERIOD TRUST

8.1 The duties, rights, responsibilities and interests of the Holding Period Trustee shall be governed by the Holding Period Trust Deed and nothing in this Clause 8 (Holding Period Trust) shall in any way amend, alter or override the Holding Period Trust Deed.

Residual Plan Creditors

8.2 The Residual Restructuring Consideration allocated to each Residual Plan Creditor will comprise the Restructuring Consideration that was transferred to the Holding Period Trustee (with the exception of any Residual Cash Consideration) on its account on the Restructuring Effective Date.

8.3 Each Residual Plan Creditor who establishes, prior to the Bar Date, its entitlement to its share of the Trust Assets in accordance with the terms of the Holding Period Trust Deed will be entitled to receive from the Trust Assets, on the Holding Period Distribution Date, the Restructuring Consideration that was transferred to the Holding Period Trustee on its account on the Restructuring Effective Date, and, at the same time, any cash proceeds thereof to which it is entitled (namely, any Residual Cash Consideration) will be paid by the Company.

8.4 If a Residual Plan Creditor fails to establish its entitlement to the Trust Assets in accordance with the terms of the Holding Period Trust Deed prior to the Bar Date, that Residual Plan Creditor’s rights under this Restructuring Plan shall be extinguished, and that Residual Plan Creditor shall not be entitled to receive any Restructuring Consideration under this Restructuring Plan.

Blocked Plan Creditors

8.5 The Blocked Restructuring Consideration allocated to each Blocked Plan Creditor will comprise the Restructuring Consideration that was transferred to the Holding Period Trustee (with the exception of any Residual Cash Consideration) on its account on the Restructuring Effective Date, whilst Applicable Sanctions remain in place.

8.6 Each Blocked Plan Creditor who establishes, prior to the Bar Date, its entitlement to its share of the Trust Assets in accordance with the terms of the Holding Period Trust Deed will be entitled to receive from the Trust Assets, on the Holding Period Distribution Date, the Restructuring Consideration that was transferred to the Holding Period Trustee on its account on the Restructuring Effective Date, and, at the same time, any cash proceeds thereof to which it is entitled (namely, any Residual Cash Consideration) will be paid by the Company, if Applicable Sanctions have been lifted.

8.7 If a Blocked Plan Creditor fails to establish its entitlement to the Blocked Restructuring Consideration in accordance with the terms of the Holding Period Trust Deed prior to the Bar Date, that Blocked Plan Creditor’s rights under this Restructuring Plan shall be extinguished, and that Blocked Plan Creditor shall not be entitled to receive any Restructuring Consideration under this Restructuring Plan.

Sanctioned Plan Creditors

8.8 Any Sanctioned Plan Creditors must contact the Company in writing using the notice details set out in Clause 33 (Notices) to bring its status as a Sanctioned Plan Creditor to the attention of the Company on or before the Bar Date. Any Sanctioned Plan Creditor that fails to comply with this Clause 8.8 shall have its rights under this Restructuring Plan extinguished, including (but not limited to) any right that it may have to receive Restructuring Consideration under this Restructuring Plan.

Unclaimed Trust Assets

8.9 On or after the Holding Period Expiry Date, any unclaimed New Instruments held by the Holding Period Trustee shall be cancelled and any right to Residual Cash Consideration thereof, entitled to be paid by the Company, shall be extinguished.

9. SUCCESSOR ESCROW

9.1 Upon the Holding Period Expiry Date, if Applicable Sanctions are still in place, the Company undertakes to:

(a) arrange for the Successor Escrow Agent to hold the remaining Blocked Trust Assets, that were not distributed to Blocked Plan Creditors in accordance with the Restructuring Plan and the Holding Period Trust Deed (in addition to any Residual Cash Consideration payable upon the Holding Period Expiry), in the Successor Escrow for the Blocked Plan Creditors who have submitted a validly completed Blocked Creditor Form to the Blocked Creditor Tabulation Agent, together with supporting evidence, prior to the Bar Date and which have been received by the Blocked Creditor Tabulation Agent by the Bar Date and which form has been completed to the satisfaction of the Restructuring Administrators, in consultation with the Company, until the earlier of (i) the expiry of the Perpetuity Period, or (ii) the lifting of Applicable Sanctions with the Blocked Plan Creditors being given a reasonable period of time thereafter to recover their entitlement to the Restructuring Consideration from the Blocked Trust Assets in accordance with the terms of the Successor Escrow;

(b) bring information relating to the Successor Escrow to the attention of the Blocked Plan Creditors on the Company’s website and/or through other such public medium as may be appropriate at that time; and

(c) put in place a reasonable and fair process for Blocked Plan Creditors to claim and recover their entitlement to the Blocked Restructuring Consideration upon Applicable Sanctions being lifted.

9.2 Upon expiry of the Perpetuity Period, and subject to any action necessary to ensure compliance with Applicable Sanctions by the Company or the Successor Escrow Agent any entitlement to the Blocked Restructuring Consideration which remains subject to sanction or is otherwise unable to be received by a Blocked Plan Creditor will be returned to the Company in accordance with the terms of the Successor Escrow.

10. NO RIGHT TO COMMENCE PROCEEDINGS

10.1 Subject to Clause 10.3, with effect from the:

(a) Restructuring Plan Effective Date until the Longstop Date or the Restructuring Effective Date (whichever is earlier), no Restructuring Plan Creditor, nor any party on behalf of a Restructuring Plan Creditor acting in accordance with the instructions of that Restructuring Plan Creditor, shall be entitled to commence, continue, or procure the commencement or continuation of any Proceeding in respect of any Released Claim, whether directly or indirectly, against any of the Released Persons or in respect of any property of any of the Released Persons, save that, if the Restructuring Effective Date does not occur by the Longstop Date or if, prior to the Restructuring Effective Date, a final order is made by the Hong Kong Court for the winding up of the Company, then the undertaking in this Clause 10.1 will immediately cease to apply, and the Restructuring Plan Creditor may thereafter commence or continue one or more Proceeding in respect of or arising from any Released Claim; and

(b) Restructuring Effective Date, no Restructuring Plan Creditor, nor any party on behalf of a Restructuring Plan Creditor acting in accordance with the instructions of that Restructuring Plan Creditor, shall be entitled to commence, continue or procure the commencement or continuation of any Proceeding in respect of any Released Claim, whether directly or indirectly, against any of the Released Persons or in respect of any property of any of the Released Persons.

10.2 Each Restructuring Plan Creditor is deemed to acknowledge that if it, or any Person claiming through it, takes any Proceedings against the Released Persons in breach of Clause 10.1 and the Restructuring Plan Deed of Release, the Released Person shall be entitled to obtain an order as of right staying those Proceedings and providing for payment, by the Restructuring Plan Creditor concerned and any Person claiming through it, of any reasonable costs, charges or other expenses incurred by such Released Person as a result of taking such Proceedings.

10.3 Clauses 10.1, 11.8 and 11.9 shall not:

(a) in any way prejudice or impair any rights of any Restructuring Plan Creditor arising:

(i) under any report or advice provided by an Adviser to that Restructuring Plan Creditor, on which report or advice such Restructuring Plan Creditor is entitled to rely pursuant to an engagement letter with such Adviser;

(ii) under, or in connection with this Restructuring Plan, the RSA, or any Restructuring Document including, without limitation, any right to commence and/or continue and/or instruct any other person to commence or continue any Proceeding to enforce its rights under or in relation to the New Finance Documents, this Restructuring Plan, the RSA or any other Restructuring Document, as the case may be;

(iii) as a result of a failure by the Company or any party to this Restructuring Plan or any Restructuring Documents to comply with the terms of this Restructuring Plan or any Restructuring Document; or

(iv) under any remedy in respect of any such rights arising under the documents described at Subclause (i) to (iii) above;

(b) extend to any claims or causes of action against, or Liability of, any Released Person arising from fraud, wilful default, gross negligence or wilful misconduct; and

(c) extend to any Liability of any Adviser arising under a duty of care to its client.

11. INSTRUCTIONS, AUTHORISATIONS AND DIRECTIONS

11.1 With effect from the Restructuring Plan Effective Date, each Restructuring Plan Creditor hereby authorises and instructs the Existing Agents, the New Agents, the Information Agent, the Holding Period Trustee, the Blocked Creditor Tabulation Agent, the Successor Escrow Agent and the Collateral Agent to take any and all actions that are necessary or reasonably appropriate to give effect to the terms of this Restructuring Plan sanctioned by the Court.

11.2 On and from the Restructuring Plan Effective Date, the Company shall carry out the steps set out in Clauses 11.3 and 11.4 below, acting on the instructions and pursuant to the authority of the Restructuring Plan Creditors.

11.3 On and from the Restructuring Plan Effective Date, in consideration of the rights provided to the Restructuring Plan Creditors under this Restructuring Plan and solely for the purposes of giving effect to the terms of this Restructuring Plan, and conditional upon each of the steps outlined in Clauses 7.2(a) to (j) (inclusive) occurring, each Restructuring Plan Creditor hereby appoints the Company as its attorney and agent and irrevocably authorises, directs, instructs and empowers the Company (represented by any duly authorised representative) to:

(a) enter into, execute and deliver (whether as a deed or otherwise) for and on behalf of each Restructuring Plan Creditor, in its capacity as a Restructuring Plan Creditor:

(i) the Restructuring Documents to which such Restructuring Plan Creditor is expressed to be a party (substantially in the form appended to the Restructuring Plan Explanatory Statement but subject to any modifications approved or imposed by the Court in accordance with the terms hereof or as otherwise permitted under the terms of this Restructuring Plan); and

(ii) any and all other documents that the Company reasonably considers necessary to give effect to this Restructuring Plan, provided that any such document is not prejudicial to the interests of that Restructuring Plan Creditor,

in each case to be held to the order of the relevant parties thereto (for the avoidance of doubt, to the order of the Company on behalf of each Restructuring Plan Creditor) until the Restructuring Effective Date for the purpose of giving effect to this Restructuring Plan; and

(b) take any and all actions as are necessary to liaise with the Existing Notes Principal Paying and Transfer Agent and Registrar to ensure that the books and records of the Clearing Systems are updated to reflect the terms of this Restructuring Plan, including without limitation to:

(i) instruct the Clearing Systems to debit the book entry interests relating to the Existing Notes from the custody account of each Restructuring Plan Creditor (or its Account Holder, as applicable); and

(ii) authorise the cancellation of the book entry interests in respect of the Existing Notes;

(c) in respect of the Existing Debt Instruments, instruct the Existing Agents (as applicable) and, where necessary, each of their respective employees and agents, to promptly take or carry out any step, procedure or execute, deliver and comply with any Restructuring Documents reasonably required to give effect to the terms of this Restructuring Plan; and

(d) take or carry out any other step or procedure reasonably required to give effect to this Restructuring Plan.

11.4 On and from the Restructuring Plan Effective Date, the Company, Sino-Ocean Land HK, the Subsidiary Guarantors, the Notes Issuers, the New Debts Subsidiary Guarantors, the Asset Holding Companies, the New Agents, the Information Agent, the Holding Period Trustee, the Blocked Creditor Tabulation Agent, and the Successor Escrow Agent shall enter into, execute and deliver (whether as a deed or otherwise):

(a) the Restructuring Documents to which the Company, Sino-Ocean Land HK, the Subsidiary Guarantors, the Notes Issuers, the New Debts Subsidiary Guarantors, the Asset Holding Companies, the New Agents, the Holding Period Trustee, the Information Agent, the Blocked Creditor Tabulation Agent, and the Successor Escrow Agent is a party, each substantially in the form attached to this Restructuring Plan or the Restructuring Plan Explanatory Statement (as applicable) or otherwise substantially in the form circulated to Restructuring Plan Creditors or otherwise made available to them, subject to any non-material modification approved or imposed by the Court in accordance with the terms hereof (or as otherwise permitted under the terms of this Restructuring Plan); and

(b) any and all other documents that the Company reasonably considers necessary to give effect to this Restructuring Plan,

in each case to be held to the order of the relevant parties thereto until the Restructuring Effective Date for the purpose of giving effect to this Restructuring Plan.

11.5 On and from the Restructuring Plan Effective Date, the Company shall do all such acts as the Warehousing Plan Creditors, the Warehousing SPV, and the Independent Nominee (as defined in the Restructuring Plan Explanatory Statement) may reasonably and necessarily require to facilitate the setting up of the MCB Warehousing Arrangement for the purpose of allocating the New MCBs to the Warehousing SPV on the Restructuring Effective Date in accordance with 7.2(g)(ii) above.

11.6 The Company shall bear: (i) the fees, costs and expenses of relevant third-party service providers (including the cost of legal advisers) for setting up the Warehousing SPV and Warehousing Accounts, establishment of programme in connection with the Repackaged Loans and issuance of series of the Repackaged Loans; (ii) annual maintenance fees, costs and expenses of the Warehousing SPV and the Warehousing Accounts (including custodian’s fees); and (iii) annual fees, costs and expenses of the trustee and agents in respect of the Repackaged Loans, to the extent agreed to be paid by the Company pursuant to the fee agreements entered into between the Company and the relevant third-party service providers respectively.

11.7 On and from the Restructuring Effective Date, but conditional upon each of the steps outlined in Clauses 7.2(a) to 7.2(h) (inclusive) occurring, in consideration of the rights provided to the Restructuring Plan Creditors under this Restructuring Plan and solely for the purposes of giving effect to the terms of this Restructuring Plan, each Restructuring Plan Creditor (as applicable) and, pursuant to an Account Holder Letter and/or Lender Proxy Form and its incorporation into this Restructuring Plan, each of their Designated Recipient(s) (if applicable) hereby irrevocably authorises, directs, instructs and empowers:

(a) the Company, the Existing Notes Trustee, the Existing Notes Principal Paying and Transfer Agent and Registrar, the Existing Loan Agents, the Existing Common Depositary and the Information Agent to take all such actions as may be necessary or appropriate to deliver, cancel, mark down and discharge the Existing Global Certificates, terminate and discharge the Existing Documents and otherwise give effect to the terms of this Restructuring Plan, including but not limited to execution of the Restructuring Plan Deed of Release on the Restructuring Effective Date in order to irrevocably discharge and release any Credit Support granted by the Restructuring Companies (as applicable), the Subsidiary Guarantors and the Notes Issuers under the Existing Documents;

(b) the Existing Notes Trustee, the Existing Notes Principal Paying and Transfer Agent and Registrar and the Information Agent to act and rely upon the provisions of this Restructuring Plan, without any duty to investigate further and without incurring any liability for doing so (other than any liability arising as a result of the fraud, wilful default, gross negligence or wilful misconduct of the Existing Notes Trustee or the Existing Notes Principal Paying and Transfer Agent and Registrar);

(c) each Existing Loan Agent to act and rely upon the provisions of this Restructuring Plan, without any duty to investigate further and without incurring any liability for doing so (other than any liability arising as a result of the fraud, wilful default, gross negligence or wilful misconduct of such Existing Loan Agent); and

(d) the Existing Common Depositary, the New Common Depositary and the Information Agent to rely upon the provisions of this Restructuring Plan, without any duty to investigate further and without incurring any liability for doing so (other than any liability arising as a result of the fraud, wilful default or wilful misconduct of the Existing Common Depositary or the New Common Depositary or the Information Agent).

11.8 Subject to Clause 10.3, each Restructuring Plan Creditor (for itself and, if applicable, for its Designated Recipient and any person to whom a Restructuring Plan Creditor has transferred its rights in respect of its Restructuring Plan Claim after the Record Time) on and from the Restructuring Plan Effective Date and on and from the Restructuring Effective Date irrevocably ratifies and confirms any act or omission done, caused or purported to be done by the Company, Sino-Ocean Land HK, the Subsidiary Guarantors, the Notes Issuers, the Information Agent, the Existing Agents, the New Agents, the Holding Period Trustee, the Blocked Creditor Tabulation Agent, the Successor Escrow Agent or any of their respective directors, managers, officers, partners or Affiliates, pursuant to and for the purposes of giving effect to this Restructuring Plan, other than any act or omission done or made as a result of manifest error, fraud or wilful misconduct.

11.9 Subject to Clause 10.3, each Restructuring Plan Creditor hereby, for itself and its successors, assigns and transferees, releases, discharges and exonerates each of the Company, Sino-Ocean Land HK, the Subsidiary Guarantors, the Notes Issuers, the Information Agent, the Existing Agents, the New Agents, the Holding Period Trustee, the Blocked Creditor Tabulation Agent, the Successor Escrow Agent or any of their respective directors, managers, officers, partners, Affiliates, agents, delegates, attorneys and advisers from any and all Claims and Liabilities to the Restructuring Plan Creditors:

(a) by reason of any of them acting in accordance with the above authorisations and instructions in this Clause 11; and

(b) for the manner of performance of all acts carried out on such instructions in this Clause 11,

in each case save to the extent of the Restructuring Companies (as applicable), the Subsidiary Guarantors, the Notes Issuers, the Information Agent, the Existing Agents, the New Agents, the Holding Period Trustee, the Blocked Creditor Tabulation Agent, the Successor Escrow Agent or any of their respective directors, managers, officers, partners or Affiliates’ own fraud, wilful default or wilful misconduct.

11.10 Each Restructuring Plan Creditor hereby acknowledges and agrees that any action taken by the Company in accordance with this Restructuring Plan or the Restructuring Documents will not constitute a breach of the Existing Documents or any other agreement or document governing the terms of any Restructuring Plan Claim.

11.11 Once a Restructuring Document has been executed and becomes effective, the authority granted by each Restructuring Plan Creditor to the Company under this Clause 11 shall expire in respect of that Restructuring Document and it may only be amended in accordance with its terms.

11.12 The directions, instructions and authorisations granted under this Clause 11 shall be treated, for all purposes whatsoever and without limitation, as having been granted by deed and the Company shall be entitled to delegate the authority granted and conferred by this Clause 11 to any duly authorised officer or agent of the Company as necessary.

12. RELEASES

12.1 In consideration for its entitlement to the Restructuring Consideration each Restructuring Plan Creditor shall give the releases set out in the Restructuring Plan Deed of Release.

12.2 In addition to the power of attorney granted pursuant to Clause 11.3 above, each Restructuring Plan Creditor acknowledges and confirms that the Company is appointed as its attorney and agent, and is irrevocably authorised, directed, instructed and empowered pursuant to the Restructuring Plan to, amongst others, do all other acts and/or execute all such documents (including without limitation, assignments, transfers, notices, instructions, supplements and amendments) as the Company may consider necessary or desirable to effect the release of any and all Released Claims.

PART D

IDENTIFICATION OF RESTRUCTURING PLAN CLAIMS

13.DETERMINATION OF RESTRUCTURING PLAN CLAIMS

13.1 In order to receive Restructuring Consideration on the Restructuring Effective Date, each Person claiming to be a Restructuring Plan Creditor must be eligible (whether directly or through a custodian) to submit and have submitted a Custody Instruction on or before the relevant deadline (if applicable) and be eligible to provide and have provided (or arrange for its Account Holder to provide on its behalf) the Information Agent with a validly completed Account Holder Letter and/or Lender Proxy Form in respect of its Restructuring Plan Claims on or prior to:

(a) the Record Time should it wish to vote at the Restructuring Plan Meetings (as applicable);

(b) the Election Deadline should it wish to:

(i) make its binding election of Selection Consideration to be received as part of its Restructuring Consideration; and/or

(ii) receive Restructuring Consideration on the Restructuring Effective Date; or

(c) the Bar Date, should it wish to receive Residual Restructuring Consideration on the Holding Period Distribution Date.

13.2 As a result of a Blocked Plan Creditor not being able to access the Clearing Systems and therefore unable to submit an Account Holder Letter or have an Account Holder Letter submitted via the Clearing Systems, such Blocked Plan Creditor must have submitted (or procure the submission of, as applicable), a Blocked Creditor Form, together with supporting evidence and other materials as required to the Blocked Creditor Tabulation Agent, prior to:

(a) the Record Time should it wish to vote at the Restructuring Plan Meetings;

(b) the Election Deadline, should it wish to provide its binding election of Selection Consideration as part of its Restructuring Consideration to be received from the Holding Period Trust or the Successor Escrow, subject to when Applicable Sanctions are lifted; or

(c) the Bar Date, should it wish to receive its Blocked Restructuring Consideration under the terms of this Restructuring Plan, on the lifting of Applicable Sanctions.

13.3 A Blocked Plan Creditor should also submit (or procure the submission of, as applicable), as soon as it is possible for them to do so on the lifting of Applicable Sanctions, all documentation and other evidence (to the extent not already provided under its validly completed Blocked Creditor Form and accompanying evidence submitted to and received by the Blocked Creditor Tabulation Agent) as may be reasonably requested by the Restructuring Administrators in order for such person: (i) to establish that such Blocked Plan Creditor held the legal or beneficial interest in the Existing Notes as at the Record Time; (ii) that such Blocked Plan Creditor is entitled (whether directly or through a custodian) to submit instructions and settle through Clearing Systems and that its interest in the Existing Notes or New Instruments (as applicable) is not subject to any restrictions by the Clearing Systems including as a result of financial sanctions; and (iii) for the relevant party or parties to comply with all necessary “know your customer” or other similar checks that it is required to comply with in order to make the distributions to such Blocked Plan Creditor. In the event that a Blocked Plan Creditor becomes able to submit (or procure the submission of) this documentation prior to the Bar Date, the Holding Period Trustee shall distribute to such Blocked Plan Creditors its entitlement to the Blocked Restructuring Consideration in accordance with the terms of the Holding Period Trust Deed.

13.4 For the purposes of determining entitlement to the Restructuring Consideration, the Restructuring Plan Claim of each Restructuring Plan Creditor shall be determined by the Restructuring Administrators. The Restructuring Administrators shall assess Restructuring Plan Claims for the purposes of determining entitlements to the Restructuring Consideration by reference to the sum of: (i) the outstanding principal amount of the Existing Debt Instruments in which the relevant Restructuring Plan Creditor held legal and/or beneficial (as applicable) interest as at the Record Time (without prejudice to the accrual of interest on the Existing Notes); and (ii) all accrued and unpaid interest (including default interest) on, and an unpaid fees and charges under, such Existing Debt Instruments up to (but excluding) the Restructuring Effective Date.

13.5 For the purposes of determining entitlement to the Restructuring Consideration, the Restructuring Plan Claims of the Existing Loan Agents, the Existing Notes Trustee and the Existing Common Depositary shall be assessed as nil.

13.6 In the event that the Restructuring Administrators’ determination of a Restructuring Plan Creditor’s Restructuring Plan Claim is different than the amount of the Restructuring Plan Claim claimed by that Restructuring Plan Creditor in its Account Holder Letter, Lender Proxy Form or Blocked Creditor Form (as applicable) (save for discrepancies relating to accrued but unpaid interest and accrued but unpaid default interest between the Record Time and the Restructuring Effective Date), the Restructuring Administrators shall notify that Restructuring Plan Creditor in writing of their determination and the discrepancy between the two amounts as soon as reasonably practicable and, in any event, within:

(a) seven (7) Business Days with respect to an Eligible Plan Creditor; and

(b) ten (10) Business Days with respect to any other Restructuring Plan Creditor (who is not an Eligible Plan Creditor),

after the Restructuring Administrators’ receipt of the relevant Account Holder Letter, Lender Proxy Form or Blocked Creditor Form (as applicable).

13.7 The Restructuring Administrators shall use the Account Holder Letter, the Lender Proxy Form or the Blocked Creditor Form (as applicable) submitted by or on behalf of a Restructuring Plan Creditor, as verified against any relevant information provided (i) in respect of Existing Noteholders, in the Custody Instruction through the Clearing System through which that Restructuring Plan Creditor holds its interest in the Existing Debt Instruments at the Record Time, and (ii) in respect of Existing Lenders, in the supporting evidence provided with the Lender Proxy Form or by the Existing Loan Agent, to determine the Restructuring Plan Claim of each Restructuring Plan Creditor and any such determinations shall (in the absence of manifest error, gross negligence, wilful default, wilful misconduct or fraud) be conclusive and binding on the Restructuring Plan Creditors and the Company, provided, for the avoidance of doubt, that no Restructuring Plan Creditor shall be prevented or prohibited from commencing and/or continuing any Proceedings in accordance with Clause 17 in the event that it disputes any determinations on such basis. It is the responsibility of each Restructuring Plan Creditor to ensure that the Account Holder Letter, the Lender Proxy Form or the Blocked Creditor Form (as applicable) submitted in respect of its Restructuring Plan Claim has been validly completed.

13.8 None of the Restructuring Administrators, the Blocked Creditor Tabulation Agent or any other person will be responsible for any loss or liability incurred by a Restructuring Plan Creditor as a result of any determination by the Restructuring Administrators that an Account Holder Letter, Lender Proxy Form or Blocked Creditor Form has not been validly and duly completed.

13.9 By no later than 5 Business Days before the Restructuring Effective Date, the Restructuring Administrators shall deliver a certificate to each Restructuring Plan Creditor (other than a Residual Plan Creditor) confirming the amount of that Restructuring Plan Creditor’s Restructuring Plan Claim and the corresponding New Loan, New Notes, New MCBs and New Perpetual Securities that that Restructuring Plan Creditor will be receiving on the Restructuring Effective Date. This certificate can be prepared in an electronic form and delivered to each relevant Restructuring Plan Creditor through: (i) in respect of a Restructuring Plan Creditor who is an Existing Noteholder, the Clearing Systems; or (ii) in respect of a Restructuring Plan Creditor who is an Existing Lender, the Existing Loan Agent(s) for onward transmission to the Existing Lender.

14. SALES, ASSIGNMENTS OR TRANSFERS

Neither the Restructuring Administrators nor the Holding Period Trustee shall be under any obligation to recognise any sale, assignment or transfer of any Restructuring Plan Claim after the Record Time, provided that the Restructuring Administrators may (in their sole discretion and subject to the production of such other evidence as they may reasonably require) recognise such sale, assignment or transfer for the purposes of determining entitlements to the Restructuring Consideration. A transferee of Restructuring Plan Claims after the Record Time will, however, be bound by the terms of this Restructuring Plan in the event that it becomes effective.

15. PROVISION OF INFORMATION

15.1 In respect of Existing Noteholders, a Custody Instruction must be submitted by an Account Holder via the Clearing Systems prior to the submission of an Account Holder Letter to the Information Agent via the Portal.

15.2 In respect of Existing Lenders, relevant supporting evidence must be submitted with a Lender Proxy Form to the Information Agent via the Portal, if the Information Agent has not already received adequate supporting evidence from the Existing Loan Agent (in the Information Agent’s opinion).

15.3 Account Holder Letters must be provided by the Account Holders on behalf of the Existing Noteholder and Lender Proxy Forms must be provided by the Existing Lenders to the Information Agent via the Portal. Blocked Creditor Forms must be provided by Blocked Plan Creditors to the Blocked Creditor Tabulation Agent via the email recorded in the Solicitation Packet.

15.4 Account Holder Letters and Lender Proxy Forms shall provide the Information Agent with all information requested in and be submitted in accordance with the instructions set out in, Schedule 8 (Solicitation Packet) to the Restructuring Plan Explanatory Statement. Blocked Creditor Forms shall provide the Company with all information requested in, and be submitted in accordance with the instructions set out in, Schedule 8 (Solicitation Packet) to the Restructuring Plan Explanatory Statement.

15.5 If the Information Agent refuses to accept an Account Holder Letter or Lender Proxy Form, it shall promptly send a notification through the Portal and/or an electronic mail to inform the relevant Account Holder or Existing Lender (as applicable) of its reasons for doing so and send such statement to the party that provided such Account Holder Letter or Lender Proxy Form. It is the responsibility of the Restructuring Plan Creditor and its Account Holder (if applicable) to submit a validly completed Custody Instruction, Account Holder Letter and Lender Proxy Form (as applicable) prior to the relevant deadline. The Information Agent shall bear no responsibility whatsoever for the failure of any Restructuring Plan Creditor or Account Holder to comply with such requirements.

15.6 Subject to the Chairperson’s discretion under Clause 23.3 below, any errors or omissions contained in any Account Holder Letter or Lender Proxy Form submitted must be rectified by the relevant Account Holder or Existing Lender prior to the Record Time in order to be accepted for voting purposes at the Restructuring Plan Meetings.

16. DISPUTED CLAIMS

16.1 If a Restructuring Plan Creditor (the “Disputed Claim Creditor”) disagrees with the determination of its Restructuring Plan Claim made by the Restructuring Administrators in accordance with Clause 13.4 above (“Disputed Claim”) (including in each case any determination as to the existence, amount or any other aspect of any purported Restructuring Plan Claim), for the purposes of distributions or allocations under or in connection with the Restructuring Plan, such Disputed Claim Creditor must within five (5) Business Days of receiving the Restructuring Administrators’ written statement in accordance with Clause 13.6 above, give notice of its objections to the Restructuring Administrators (“Notice of Objection”), failing which the Restructuring Administrators’ determination shall be final.

16.2 On the making of a decision by the Adjudicator, the Disputed Claim Creditor’s Account Holder Letter and/or Lender Proxy Form or Blocked Creditor Form (as applicable) shall be deemed to have been varied in accordance with the Adjudicator’s decision and as fully, correctly and irreversibly setting out that Restructuring Plan Creditor’s Restructuring Plan Claim.

16.3 Communication between the Adjudicator, the Company and the relevant Disputed Claim Creditor shall be conducted by electronic mail (other than in circumstances where the Adjudicator determines that oral submissions are necessary).

16.4 For the avoidance of doubt, the Claims Resolution Procedures as set out in Clause 17 apply only to the adjudication, determination and resolution of Restructuring Plan Claims for the purposes of distributions or allocation of Restructuring Consideration, and not for the purposes of voting by Restructuring Plan Creditors on the Restructuring Plan.

17. CLAIMS RESOLUTION PROCEDURE

17.1 In the event no agreement can be reached between the Restructuring Administrators and any Disputed Claim Creditor in respect of the Disputed Claim Creditor’s Disputed Claim within five (5) calendar days after the date on which that Disputed Claim Creditor first provided its Notice of Objection, the Restructuring Administrators shall, within one (1) Business Day, refer the Disputed Claim to the Adjudicator.

17.2 Without prejudice to Clause 17.4, if a Disputed Claim is referred to the Adjudicator for Adjudication, the following timetable shall apply:

(a) within two (2) Business Days of receiving the referred Disputed Claim, the Adjudicator may call upon the Restructuring Administrators and/or the Disputed Claim Creditor to produce any further documents or other information which he or she deems necessary;

(b) if such documentation or other information is not received within two (2) Business Days of the date upon which the Disputed Claim was referred, the Adjudicator shall, subject to Clause 17.3, make his or her determination on the basis of the documents already received from the Restructuring Administrators and/or the Disputed Claim Creditor, as applicable, by such time;

(c) within five (5) calendar days of the expiry of the period prescribed by Subclause (b) above, the Adjudicator shall provide the Restructuring Administrators and the Disputed Claim Creditor:

(i) with a copy of his or her written decision and such decision shall be final and binding on the Company, the Restructuring Administrators and the Disputed Claim Creditor (save where a court finds there has been a manifest error of law or fact) and there shall be no right of challenge or appeal from the decision of the Adjudicator; and

(ii) thereafter the amount set out in such decision in respect of the Disputed Claim shall be binding on the Restructuring Companies (as applicable), the Restructuring Administrators and the Disputed Claim Creditor, and (to the fullest extent permitted by applicable law) there shall be no right of challenge or appeal from the decision of the Adjudicator.

17.3 The Adjudicator may allow a further one (1) calendar day for oral submissions should he or she deem it appropriate.

17.4 The Adjudicator shall have discretion to extend the timetable set out in Clause 17.2:

(a) if any delay is caused by vacation of the office in accordance with Clause 26.6 or results from acts beyond the Adjudicator’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake; (c) government order or law; (d) action by any Governmental Entity; or (e) other similar events beyond his or her reasonable control; and

(b) only to the extent necessary to accommodate for the delay referred to in Subclause (a) above.

17.5 The Company shall pay any remuneration, costs and expenses of the Adjudicator in respect of a referred Disputed Claim provided that if the Adjudicator determines in favour of the Restructuring Administrators, the amount of any such remuneration, costs and expenses of the Adjudicator up to an amount of no more than the Dollar Equivalent of HK$50,000 shall be deducted from the Disputed Claim Creditor’s Restructuring Plan Claim.

PART E

CONDITIONS TO THE RESTRUCTURING PLAN AND THE RESTRUCTURING

18. CONDITIONS TO THE EFFECTIVENESS OF THE RESTRUCTURING PLAN

This Restructuring Plan shall only become effective following the satisfaction of all of the following Restructuring Plan Conditions:

(a) the approval of the Restructuring Plan (with or without modifications) (i) by a number representing at least 75% in value of the aggregate Voting Plan Claims of the relevant Restructuring Plan Creditors present in person or by proxy and voting at each Restructuring Plan Meeting, or (ii) if the Restructuring Plan is not approved by the requisite majority in one or more classes of Restructuring Plan Creditors, provided: (x) the Restructuring Plan is respectively approved by a number representing at least 75% in value of the relevant creditors present in person or by proxy and voting in at least one Restructuring Plan Meeting in respect of a class of Restructuring Plan Creditors who would receive a payment, or have a genuine economic interest in the Company in the relevant alternative to the Restructuring Plan; and (y) the Court is satisfied that, if it were to sanction the Restructuring Plan, none of the members of any dissenting class would be any worse off than they would be under the relevant alternative to the Restructuring Plan;

(b) the sanction of the Restructuring Plan (with or without modification) by the Court;

(c) the publication of a sealed copy of the Sanction Order in the London Gazette; and

(d) the relevant parties to the Deed of Undertaking duly executing that deed.

19. CONDITIONS TO THE EFFECTIVENESS OF THE RESTRUCTURING

19.1 The Restructuring Effective Date shall only occur following the satisfaction of each of the following conditions (or, in relation to the conditions set out in Clause 19.1(e)(iii) and Clause 19.1(l), the waiver of such conditions by: (i) the Company; and (ii) (A) the Majority CoCom (provided that the CoCom holds the Minimum CoCom Threshold); or (B) if the CoCom does not hold the Minimum CoCom Threshold, the Majority Participating Creditors):

(a) the satisfaction of each of the Restructuring Plan Conditions and the occurrence of the Restructuring Plan Effective Date;

(b) the occurrence of the Hong Kong Scheme Effective Date (as defined in the Hong Kong Scheme);

(c) the appointment of the Monitoring Agent (as defined in the New Loan and New Notes);

(d) settlement of the fees and expenses of the relevant third-party service providers in respect of the MCB Warehousing Arrangement to the extent the Company has agreed to pay by the Restructuring Effective Date pursuant to the fee agreements entered into between the Company and such service providers respectively, and completion of any other steps reasonably required by any party (other than the Warehousing Plan Creditors) to the MCB Warehousing Arrangement (including but not limited to any know-your-customer requirements) in connection with setting up the Warehousing Arrangement, holding of the New MCBs and issuance of the Repackaged Loan by the Warehousing SPV;

(e) the obtaining of all relevant approvals, pre-approvals or consents, as applicable, including without limitation:

(i) delivery of court orders in respect of the Restructuring Plan and Hong Kong Scheme;

(ii) approval in-principle for the listing of the New Securities on the SGX-ST or another stock exchange of international standing (as applicable);

(iii) to the extent required by applicable law, registration of foreign debt with respect to the offering of the New Loan and New Securities at the National Development and Reform Commission of the PRC (“NDRC”), which may be evidenced by:

(A) a certificate of registration from the NDRC in respect of the New Loan and/or the New Securities (as applicable); or

(B) evidence of submission of application by or on behalf of the Company to the NDRC for the registration of the New Securities and/or New Loan (as applicable) and:

(I) the issuance by the NDRC of a written confirmation that the Company’s application for the registration of same with the NDRC is unnecessary (不予受理通知书); or

(II) a legal opinion from a reputable law firm qualified to practise PRC law indicating that:

1) registration of the New Securities and/or New Loan (as applicable) with the NDRC is unnecessary or not required under the applicable laws and/or regulations; and

2) the validity or enforceability of the New Securities and/or New Loan (as applicable) will not be negatively affected by the non-registration with NDRC and necessary post issuance reporting to NDRC shall be complied with (if applicable);

(iv) approval from the shareholders of the Company as required for the issuance of the New MCBs and issuance of shares in the Company upon conversion of the New MCBs;

(v) any board and other corporate (if applicable) approvals of the Company or any other member of the Group required to consummate the Restructuring; and

(vi) listing approval from the HKEx for the New Shares issuable upon conversion of the New MCBs;

(f) payment of the Consent Fee to the Eligible Participating Creditors in accordance with the terms of the RSA;

(g) the Restructuring Companies announcing the date set for the Restructuring Effective Date;

(h) the Company having received written notice from the CoCom’s Advisers confirming that each of the Restructuring Documents are in Agreed Form (as defined in the RSA);

(i) each of the Restructuring Documents in Agreed Form having been executed by the parties thereto;

(j) the satisfaction of each of the specific conditions precedent contained in each of the Restructuring Documents (if any);

(k) payment of the CoCom Work Fee in accordance with the terms set out in the CoCom Work Fee Letters; and

(l) subject to the terms of any Third-Party Fee Letter, the settlement in full by the Company of all agreed fees, costs and expenses due and payable to each of the Advisers, the CoCom’s Advisers, the Information Agent, the Holding Period Trustee and its counsel (if any), the New Agents (as applicable) and their counsel (if any), the Blocked Creditor Tabulation Agent and its counsel (if any), the Successor Escrow Agent and its counsel (if any), the Chairperson, the Restructuring Administrators and their respective counsels pursuant to the terms of the Existing Notes Trust Deeds or as agreed between the Company and the relevant party provided that, this obligation to settle in full (subject to any agreed caps (including under the RSA)) all fees, costs and expenses due and payable as a condition precedent to the Restructuring shall override any payment terms in such arrangements and further provided that, any such party referenced in this Clause 19.1(l), except for the Company, may, in its complete discretion and without prejudice to the Company’s obligation to subsequently pay any fees, costs and expenses due to any other party referenced in this Clause 19.1(l), waive the Company’s obligation to settle its fees, costs and expenses in full as a condition precedent to the Restructuring Effective Date.

PART F

GENERAL RESTRUCTURING PLAN PROVISIONS

20. THE INFORMATION AGENT

20.1 The Company has appointed the Information Agent pursuant to the terms of a separate agreement between the Company and the Information Agent.

20.2 The Information Agent is an agent of the Company and owes no obligation towards or any relationship of agency or trust with any third party or any other party (including, without limitation, the Restructuring Plan Creditors) in respect of the performance of its duties as Information Agent. No implied duties or obligation shall be read into the Restructuring Plan, the Restructuring Plan Explanatory Statement and the Solicitation Packet against the Information Agent. The Information Agent shall not be under any duty to inquire into or investigate the validity, accuracy or content of any instruction from the Company or Restructuring Plan Creditor and may rely conclusively thereon.

20.3 The Information Agent is not required to monitor compliance or performance by the Company or the Restructuring Plan Creditors of their respective duties and obligations.

20.4 Notwithstanding anything to the contrary and under no circumstances will the Information Agent be liable for any special, punitive, indirect or consequential loss or damage (including without limitation for any loss of business, goodwill, opportunity or profit) of any kind whatsoever, in each case howsoever caused or arising, directly or indirectly, and whether or not foreseeable, even if it is actually aware or has been advised of the possibility of such loss or damage and regardless of the form of action. This protection shall survive the resignation or removal of the Information Agent.

20.5 The Information Agent shall not be liable for any Claim or Liability arising in respect of the performance of its duties as Information Agent under this Restructuring Plan except where such Claim or Liability arises directly as a result of its own fraud, wilful default or wilful misconduct.

21. THE HOLDING PERIOD TRUSTEE

21.1 The duties, rights, responsibilities and interests of the Holding Period Trustee shall be governed by the Holding Period Trust Deed and nothing in this Clause 21 (The Holding Period Trustee) shall in any way amend, alter, or override the Holding Period Trust Deed.

21.2 The Holding Period Trustee’s role will be solely mechanical and administrative in nature. As such, in accepting its appointment, the Holding Period Trustee will act only as the bare trustee of the Holding Period Trust and not in any other capacity. In this regard, the Holding Period Trustee will not be permitted to sell, pledge, re-hypothecate, assign, invest, use, commingle, dispose of, or otherwise use in its business, any of the Residual Restructuring Consideration or the Blocked Restructuring Consideration held by it (with the exception of any Residual Cash Consideration), except as permitted pursuant to the Holding Period Trust Deed.

21.3 The Holding Period Trustee shall not, except as set out in the Holding Period Trust Deed, permit any other Person to have any interest, estate, right, title or benefit in the Residual Restructuring Consideration or Blocked Restructuring Consideration to be held as Trust Assets.

21.4 The Holding Period Trustee shall be provided with any information it reasonably requires to satisfy itself that any action it chooses to take, or not take, shall be in compliance with any applicable laws (including Applicable Sanctions). The Holding Period Trustee shall not be responsible for determining the status of a Sanctions-Affected Plan Creditor.

21.5 The Holding Period Trustee shall not be required to perform any of its obligations under the Holding Period Trust Deed or any other Restructuring Documents if it is prevented from so doing by the occurrence of any event due to any cause beyond its control or if such performance would result in the Holding Period Trustee or its Affiliates being in breach of any law, regulation, ordinance, rule, directive, judgment, order or decree (collectively, the “Rules”) binding on the Holding Period Trustee or its property or on any of its Affiliates (including but not limited to Rules relating to money laundering, bribery and corruption, prevention of tax evasion, financial or economic sanctions, trade and export controls, supply chain transparency, blocking regulations or anti-boycott requirements). The Holding Period Trustee may act or refrain from acting under the Holding Period Trust Deed and may do anything which in its reasonable opinion is necessary to comply with such Rules. The Holding Period Trustee is not required to take any action or step (including by omission) which would cause or create a risk of liability under the Blocking Regulation.

21.6 The Holding Period Trustee shall bear no responsibility for any action it does, or does not, take in circumstances where a Restructuring Plan Creditor, or the Company, does not provide sufficient information to enable the Holding Period Trustee to adequately assess the extent to which any of the Rules as set out in Clause 21.5 may be breached either by the action, or inaction, of the Holding Period Trustee.

21.7 The Holding Period Trustee shall bear no responsibility with regards to any deficiency which might arise because of the Holding Period Trustee or by virtue of any tax which may be payable (i) in respect of the Residual Restructuring Consideration or Blocked Restructuring Consideration held by it, (ii) any income which may arise therefrom or (iii) any proceeds which may arise thereof.

22. SECURITIES LAW CONSIDERATIONS

22.1 The New Securities will not be registered under the US Securities Act or any state or other securities laws of the United States of America or any other jurisdiction.

22.2 Accordingly, the New Securities will be available only: (a) in the United States to “qualified institutional buyers” as defined in Rule 144A under the US Securities Act and institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the US Securities Act; and (b) outside the United States to non-US persons in offshore transactions, in reliance on Regulation S under the US Securities Act.

23. GENERAL PROVISIONS IN RELATION TO VOTING AT THE RESTRUCTURING PLAN MEETINGS

23.1 The Existing Notes Trustee, the Existing Common Depositary and the Existing Loan Agents, in their relevant capacity, are each Restructuring Plan Creditors and will be bound by this Restructuring Plan, but shall not be entitled to vote at any Restructuring Plan Meeting or receive any Restructuring Consideration (to avoid double counting).

23.2 Save as otherwise set out in this Clause 23, each Restructuring Plan Creditor shall be entitled to vote at the applicable Restructuring Plan Meetings, in accordance with the terms of this Restructuring Plan, in respect of all of the Existing Debt Instruments in respect of which it has a legal and/or beneficial (as applicable) interest at the Record Time, provided that it has complied with the procedure for doing so as set out in the Restructuring Plan Explanatory Statement.

23.3 The Chairperson shall have absolute discretion (in the absence of manifest error, wilful default, wilful misconduct, gross negligence or fraud) to permit any Restructuring Plan Creditor to vote at the Restructuring Plan Meetings, notwithstanding that the Account Holder Letter and/or Lender Proxy Form had not been validly completed in accordance with the instructions set out in Schedule 8 (Solicitation Packet) to the Restructuring Plan Explanatory Statement or has been submitted to the Information Agent after the Record Time, provided that the Chairperson considers that the information contained therein is sufficient to establish the right of the Restructuring Plan Creditor to vote at the Restructuring Plan Meetings.

23.4 If a Restructuring Plan Claim is unascertained, contingent or disputed the Chairperson may admit the Restructuring Plan Claim for voting purposes at the Restructuring Plan Meeting only at a value which the Chairperson considers is a fair and reasonable assessment of the sums owed by the Company in respect of that Restructuring Plan Claim.

23.5 The amount of a Restructuring Plan Claim which is accepted by the Chairperson for voting purposes is not indicative of whether that Restructuring Plan Claim will be accepted by the Company for the purposes of determining entitlement to the Restructuring Consideration.

23.6 The Chairperson, in its sole discretion, shall be entitled to defer the announcement of the result of the vote until after the Restructuring Plan Meetings should the Chairperson consider it appropriate to do so.

23.7 For purposes of voting at the Restructuring Plan Meetings, any vote need only indicate whether the Restructuring Plan Creditor casting such vote approves or does not approve the Restructuring Plan.

23.8 Subject to any inherent jurisdiction of the Court, the decision of the Chairperson of the Restructuring Plan Meetings as to the admission of votes at that meeting shall be final and binding to the fullest extent permitted by law for the purposes of, and in relation to the proceedings at, the Restructuring Plan Meetings.

24. RESTRUCTURING PLAN COSTS

24.1 The Company shall pay all costs incurred by the Company and its Affiliates in connection with the negotiation, preparation and implementation of the Restructuring Plan as and when they arise, including but not limited to the costs of holding the Restructuring Plan Meetings, the costs of the application(s) to the Court to sanction the Restructuring Plan and the costs, charges, expenses and disbursements of all of its or their Advisers in accordance with the terms agreed with the relevant Adviser.

24.2 The Company agrees to be responsible for and shall pay all fees, costs and expenses properly incurred by the New Agents, the Holding Period Trustee, the Information Agent, the Blocked Creditor Tabulation Agent and the Successor Escrow Agent (each, an “Indemnified Party” and together the “Indemnified Parties”), in connection with any and/or all actions taken or which shall be taken pursuant to this Restructuring Plan, including (without limitation) any and/or all actions taken or which shall be taken pursuant to the Restructuring and the distribution of the Restructuring Consideration (provided that, with respect to each party, the relevant fees, costs and expenses have been incurred in accordance with such arrangement as may have been agreed between the Company and that party).

24.3 The Company shall hold each Indemnified Party harmless from, and shall indemnify such Indemnified Party from and against any claims, actions, demands, damages, charges, losses, liabilities, obligations, judgments, costs, fees, and expenses which may be incurred by, or asserted or awarded against it in taking any of the steps contemplated by the Restructuring Plan, except to the extent that the same arises from the fraud, gross negligence or wilful misconduct of such Indemnified Party.

25. RESTRUCTURING ADMINISTRATORS

25.1 A Restructuring Administrator must be a fit and proper person and be able to adequately discharge the function of a Restructuring Administrator under the Restructuring Plan. Where more than one person has been appointed as Restructuring Administrator, they may jointly or severally exercise and perform the powers, rights, duties and functions of the Restructuring Administrator under the Restructuring Plan.

25.2 The Company acknowledges and agrees that each Restructuring Administrator is permitted to exercise all the powers given to the Restructuring Administrator and rely upon all the provisions relevant to the Restructuring Administrator under the Restructuring Plan.

25.3 The Restructuring Administrators shall initially be Mat Ng and Nigel Trayers of Grant Thornton Recovery & Reorganisation Limited and Oliver Haunch of Grant Thornton UK LLP. They have given and not withdrawn their consent to the Company to act as Restructuring Administrators from the Restructuring Plan Effective Date and have agreed with the Company to be bound by the terms of this Restructuring Plan to the extent such terms apply to the Restructuring Administrators. The Company shall have the power to appoint any successors and shall provide written notice to the Restructuring Plan Creditors of any such appointment.

25.4 In exercising their powers and carrying out their duties under the Restructuring Plan, the Restructuring Administrators:

(a) shall act as agents of the Company; and

(b) shall act in good faith and with due care and diligence in the interests of the Restructuring Plan Creditors as a whole, and shall at all times exercise their powers under the Restructuring Plan for the purpose of ensuring that it is implemented in accordance with its terms.

25.5 A Restructuring Administrator shall vacate office if the Restructuring Administrator:

(a) dies;

(b) is convicted of an indictable offence;

(c) resigns his or her office (which shall be permissible and effective only if he or she gives at least sixty (60) calendar days’ notice to the Company and the other Restructuring Administrator (if any) prior to such resignation);

(d) becomes bankrupt;

(e) is disqualified from membership of a professional body of which he is a member;

(f) is disqualified from acting as a company director by any court of competent jurisdiction;

(g) becomes mentally disordered; or

(h) has a conflict of interest.

25.6 The Restructuring Administrators shall discharge only those duties and responsibilities imposed upon the Restructuring Administrators by the Restructuring Plan and shall not have any implied duties or responsibilities whatsoever.

25.7 The Restructuring Administrators shall have all of the powers necessary or desirable to enable them to discharge their duties and responsibilities under the Restructuring Plan, including, but not limited to, powers:

(a) to open, maintain and operate bank accounts in the names of the Restructuring Administrators, as required or convenient under or in connection with the Restructuring Plan, and to close any such bank accounts;

(b) to engage any accountants, actuaries, lawyers, other professional advisers or agents or other service providers to assist them on such terms as the Restructuring Administrators may in their discretion consider appropriate;

(c) to delegate in writing to any person qualified, and not ineligible by reason of any of the matters referred to in Clause 25.5, all or any of the powers and discretions conferred upon the Restructuring Administrators under the Restructuring Plan, and from time to time to revoke any such delegation, provided that the Restructuring Administrators shall each be personally responsible for any act or omission of any such delegate to the same extent as if they had expressly authorised such act or omission;

(d) to apply to the Court for directions in relation to any particular matter arising under, or in the course of the operation of, the Restructuring Plan;

(e) to make any payments and distributions which are necessary or incidental to the Restructuring Administrators’ performance of their functions under the Restructuring Plan; and

(f) to exercise any other powers necessary for or incidental to the full and proper implementation of the Restructuring Plan,

provided that the Restructuring Administrators cannot and shall not exercise any power that would result in them assuming control of any of the Company’s affairs.

25.8 The Restructuring Administrators shall have full and complete access to all such books, records, papers, documents and other information as they may from time to time require to perform their duties and functions under the Restructuring Plan and the Company shall use its reasonable endeavours to provide the Restructuring Administrators with all such information upon reasonable request from the Restructuring Administrators.

25.9 If there is no Restructuring Administrator in office, the Company shall promptly fill the vacancy and notify the Restructuring Plan Creditors of such appointment in writing by announcement via the Clearing Systems (in respect of Existing Noteholders) and via the Existing Loan Agent(s) under the Existing Loan Facility Agreements (in respect of Existing Lenders), unless the last Restructuring Administrator has resigned on grounds that there is no further work to be done by the Restructuring Administrator under the Restructuring Plan.

25.10 Except to the extent required by law, no Restructuring Plan Creditor shall be entitled to challenge the validity of any act done or omitted to be done in good faith by a Restructuring Administrator in accordance with, and to implement, the provisions of this Restructuring Plan, or the exercise by a Restructuring Administrator in good faith of any power conferred upon him or her for the purposes of the Restructuring Plan, if exercised in accordance with, and to implement, the provisions of the Restructuring Plan.

25.11 None of the Restructuring Administrators, their advisers, nor Grant Thornton Recovery & Reorganisation Limited, Grant Thornton UK LLP or their affiliates, related entities, their advisers, nor any of their respective partners, representatives, employees, staff or agents shall be liable for any loss resulting from any act that a Restructuring Administrator does or omits to do, or incur any personal liability of any kind under or in connection with the Restructuring Plan or any transaction or other matter contemplated thereby, unless any such loss is attributable to fraud, gross negligence, wilful default or wilful misconduct. Without prejudice to the foregoing, any liability to a Restructuring Plan Creditor incurred by any of the persons mentioned above as a result of fraud, gross negligence, wilful default or wilful misconduct shall be limited to the monetary amount to which the relevant Restructuring Plan Creditor is entitled under the Restructuring Plan.

25.12 If any Proceedings are commenced against a Restructuring Administrator in which he or she is accused of having acted or omitted to act in a manner which was fraudulent, grossly negligent, or in wilful misconduct in the course of performing his or her duties and functions under the Restructuring Plan, then the Company will pay the reasonable costs incurred by the Restructuring Administrator in defending such Proceedings, provided that the Restructuring Administrator gives the Company an undertaking to: (i) if found to have acted in a manner that is fraudulent, grossly negligent or in wilful misconduct, reimburse it (with interest at a reasonable commercial rate) at the conclusion of those Proceedings; or (ii) if not found to have acted in a manner that is fraudulent, grossly negligent or in wilful misconduct, pay to it an amount equal to the amount of costs recovered by the Restructuring Administrator in taxation of any costs award in its favour.

26. ADJUDICATOR

26.1 There shall be one (1) Adjudicator whose duty it will be to act as an expert, and not as an arbitrator, with respect to all matters referred to them under the terms of the Restructuring Plan, including Clause 17 above. The Adjudicator will be responsible for the determination of matters referred to them under the Restructuring Plan.

26.2 The Company may, in its sole discretion, select any person to be an Adjudicator, who shall be independent and impartial from the Company and have no conflict of interest in respect of the Disputed Claim that is referred to him or her for adjudication. Additionally, such Adjudicator shall either be: (a) a Hong Kong Senior Counsel or United Kingdom King’s Counsel with relevant experience in restructuring and insolvency matters who has been called to the bar for at least eight (8) years; or (b) a chartered accountant who is a partner from a reputable accounting firm and has over ten (10) years of experience in restructuring and insolvency matters. The Company shall give a written notice to the Restructuring Plan Creditors of any such appointment and the contact details of the Adjudicator so appointed, by announcement via the Clearing Systems (in respect of Existing Noteholders) and via the Existing Loan Agent(s) under the Existing Loan Facility Agreements (in respect of Existing Lenders).

26.3 The Adjudicator shall have the powers, duties and functions, and the rights, conferred upon them by the Restructuring Plan. In exercising his powers and carrying out his or her duties and functions under the Restructuring Plan, the Adjudicator shall act in good faith and with due care and diligence in the interests of the Restructuring Plan Creditors as a whole and shall exercise his or her powers under the Restructuring Plan for the purpose of ensuring that the Restructuring Plan is implemented in compliance with its terms.

26.4 The Company may appoint more individuals who are suitably qualified and who meet the criteria specified in Clause 26.2 as an additional Adjudicator(s), if required, and give a written notice of any such appointment(s) and the contact details of each Adjudicator so appointed to the Restructuring Plan Creditors.

26.5 Except in the case of fraud, wilful default, gross negligence or wilful misconduct, the Adjudicator will not be liable to the Company or any Restructuring Plan Creditor for any act or omission by the Adjudicator in the performance or purported performance of his or her powers, rights, duties and functions under the Restructuring Plan.

26.6 The office of Adjudicator shall be vacated if the holder of such office:

(a) dies;

(b) is convicted of an indictable offence;

(c) resigns his or her office (which shall be permissible and effective only if he or she gives at least two (2) weeks’ notice to the Company and the Restructuring Administrators prior to such resignation);

(d) becomes bankrupt;

(e) is disqualified from membership of a professional body of which he is a member;

(f) is disqualified from acting as a company director by any court of competent jurisdiction;

(g) becomes mentally disordered; or

(h) has a conflict of interest.

27. EXERCISE OF DISCRETION

27.1 Where, under any provision of this Restructuring Plan, a matter is to be determined by the Company, the Information Agent or the Restructuring Administrators, as the case may be, it shall be determined by them in their discretion in such manner as they may consider fair and reasonable, subject to:

(a) such determination being consistent with the terms and purposes of the Restructuring;

(b) any right of a Restructuring Plan Creditor to commence Adjudication under this Restructuring Plan; and

(c) the jurisdiction of the Court and the right of any person to appeal or bring Proceedings before the Court under applicable law.

27.2 If any difficulty shall arise in determining any such matter either generally or in any particular case or in making the determination described in Clause 27.1 above it shall be resolved by consultation between the Company’s Advisers and the CoCom’s Advisers, in such manner as the Restructuring Administrators shall consider to be fair and reasonable and its decision shall, insofar as permitted by law, be final and binding on all concerned.

28. APPLICATION TO COURT FOR DIRECTIONS

Without prejudice to any rights that the Company and the Restructuring Administrators might otherwise have in connection with this Restructuring Plan or any aspect of them, each of the Company and the Restructuring Administrators shall be entitled to make an application to the Court for directions or relief at any time in connection with any matter arising under or in relation to the Restructuring Plan.

29. MODIFICATIONS OF THE RESTRUCTURING PLAN

29.1 The Company may, at any hearing to sanction this Restructuring Plan, consent on behalf of all Restructuring Plan Creditors, Sino-Ocean Land HK, the Subsidiary Guarantors and the Notes Issuers to any modification of this Restructuring Plan or any terms or conditions which the Court may think fit to approve or impose and which are otherwise necessary for the purpose of implementing the Restructuring, and which would not directly or indirectly have a material adverse effect on the interests of any Restructuring Plan Creditor under this Restructuring Plan.

29.2 On the: (a) identification of a Sanctioned Plan Creditor, including where a Restructuring Plan Creditor becomes a Sanctioned Plan Creditor while this Restructuring Plan is in effect; and/or (b) where the Company reasonably considers that this Restructuring Plan is at risk of being contrary to Applicable Sanctions:

(a) the Company may modify the Restructuring Plan and/or the Restructuring Documents to the extent reasonably necessary and in a manner to ensure that the Restructuring Plan is not contrary to Applicable Sanctions; and

(b) any agent pursuant to the New Finance Documents is authorised to make any amendment to the New Instruments and/or the New Finance Documents and take any action necessary or desirable to give effect to a modification to such New Instruments and/or the New Finance Documents on and following receipt of an officers’ certificate from the Company that such modification is reasonably necessary to ensure that the Restructuring Plan will not be contrary to the Applicable Sanctions in whatever form that they may apply to this Restructuring Plan.

29.3 Nothing in this Restructuring Plan shall prevent the modification of any executed Restructuring Document in accordance with its terms, including, but not limited to, minor or technical modifications to correct manifest or proven error or to comply with mandatory provisions of law.

30. MODIFICATIONS OF THE NEW FINANCE DOCUMENTS AND THE HOLDING PERIOD TRUST DEED FOLLOWING THE RESTRUCTURING EFFECTIVE DATE

30.1 Nothing in this Restructuring Plan shall prevent any modification of:

(a) the terms and conditions of the New Finance Documents in accordance with the terms of the New Finance Documents; and

(b) the Holding Period Trust Deed in accordance with its terms,

in each case following the Restructuring Effective Date.

30.2 Subject to Clause 30.3, the parties to each of the New Finance Documents (including the Company on behalf of each Restructuring Plan Creditor, as applicable) may, prior to their execution on (or, in the case of the New Security Documents, after) the Restructuring Effective Date, consent to any modification of such document which is of a formal, minor or technical nature or to correct a manifest or proven error or to comply with mandatory provisions of law. Each of the Restructuring Companies and the Holding Period Trustee may, without the consent of the beneficiaries of the Holding Period Trust Deed, make any modification to the form of the Holding Period Trust Deed which is of a formal, minor or technical nature or to correct a manifest or proven error or to comply with mandatory provisions of law.

30.3 Once the New Finance Documents and Holding Period Trust Deed (as applicable) have been executed and become effective, the authority granted under Clause 30.2 shall expire in respect of that document and it may only be amended in accordance with its terms.

31. TERMINATION OF THE RESTRUCTURING PLAN

31.1 This Restructuring Plan shall terminate automatically, and be construed as if it had never become effective in the event that the Restructuring Effective Date has not occurred by the Longstop Date.

31.2 In the event that this Restructuring Plan is terminated pursuant to the terms of this Clause 31, each Restructuring Plan Creditor shall be entitled to exercise any and all of its rights, powers and remedies against the Restructuring Companies (as applicable), the Subsidiary Guarantors and/or the Notes Issuers under the terms and conditions of the Existing Documents as though this Restructuring Plan had never been contemplated, taken effect or implemented.

32. FUTURE INSOLVENCY

With effect from the Restructuring Effective Date, this Restructuring Plan shall continue according to its terms to the fullest extent permitted by law or unless otherwise determined by the Court, notwithstanding any Insolvency Proceeding in respect of the Company.

33. NOTICES

33.1 Without prejudice to any other provision of this Restructuring Plan specifying another method of notice, any notice or other written communication to be given under or in relation to this Restructuring Plan shall be given in writing and shall be deemed to have been duly given if it is delivered by hand or sent by email or post, and by air mail where it is addressed to a different country from that in which it is posted, to:

(a) in the case of the Company:

Address: Suite 601, One Pacific Place, 88 Queensway, Hong Kong

For the attention of: Carmen Chan / Nelson Chan / Yuri Zhou

Email: hkteam@sinooceangroup.com

(b) in the case of a Restructuring Plan Creditor, its last known email address known to the Company, the Information Agent or the Restructuring Administrators, provided that all deliveries of notices required to be made by this Restructuring Plan shall be effective by sending via email to the Restructuring Plan Creditors or, if so directed by the Restructuring Plan Creditors, to the relevant Account Holder for the Persons respectively entitled thereto appearing in the relevant Account Holder Letter and/or Lender Proxy Form or to such other email addresses (if any) as such Persons may respectively direct in writing;

(c) in the case of the CoCom or the CoCom’s Advisers, to A&O Shearman marked for the attention of Nick Charlwood and Viola Jing at email address AOProjectAtlantic@aoshearman.com; and

(d) in the case of any other Person, any address set forth for that Person in any agreement entered into in connection with this Restructuring Plan.

33.2 Any notice or other written communication to be given to the Restructuring Plan Creditors under or in relation to this Restructuring Plan may also be given and shall be deemed to have been duly given if sent by electronic means through the Clearing Systems (in respect of Existing Noteholders) and via the Existing Loan Agent(s) under the Existing Loan Facility Agreements (in respect of Existing Lenders).

33.3 Any notice or other written communication to be given under this Restructuring Plan shall be deemed to have been served:

(a) if delivered via email, on the Business Day of sending;

(b) if delivered by hand, on the first Business Day following delivery;

(c) if sent by post, on the second Business Day after posting if the recipient is in the country of dispatch, otherwise on the fifth Business Day after posting; and

(d) if distributed electronically through the Clearing Systems, on the fifth Business Day after such distribution.

33.4 In proving service, it shall be sufficient proof, in the case of a notice sent by post, that the envelope was properly stamped, addressed and placed in the post.

33.5 The accidental omission to send any notice, written communication or other document in accordance with this Clause 33 or the non-receipt of any such notice by any Restructuring Plan Creditor, shall not affect any of the provisions of this Restructuring Plan or the effectiveness thereof.

34. CONFLICT AND INCONSISTENCY

In the case of a conflict or inconsistency between the terms of this Restructuring Plan and the terms of the Restructuring Plan Explanatory Statement, the terms of this Restructuring Plan will prevail.

35. SEVERABILITY

If at any time any provision of this Restructuring Plan (or any other document to be executed under or in accordance with this Restructuring Plan) is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, such provisions shall be severed from this Restructuring Plan or such Restructuring Document or such other document, as the case may be, and neither the legality, validity or enforceability under the law of any other jurisdiction of that or any provision of this Restructuring Plan shall be affected or impaired.

36. GOVERNING LAW AND JURISDICTION

36.1 This Restructuring Plan and any non-contractual obligations arising out of or in connection with the Restructuring Plan shall be governed by, and construed in accordance with, the laws of England.

36.2 Without prejudice to the application of any Adjudication, the Restructuring Plan Creditors agree that the courts of England and Wales shall have exclusive jurisdiction to hear and determine any dispute or Proceedings arising out of or in connection with the Restructuring Plan and/or implementation of the Restructuring Plan and each of the Restructuring Companies (as applicable), the Subsidiary Guarantors, the Notes Issuers, and the Restructuring Plan Creditors hereby submit to the exclusive jurisdiction of the courts of England and Wales for those purposes.

SCHEDULE B

UNDERTAKINGS

1. The Plan Company undertakes to the Court that it will deliver notices (each a “Notice of Special Conversion”) pursuant to Condition 6(A)(i)(3) of the Terms and Conditions of the New MCBs contained in Schedule 2 of the New MCBs Trust Deed (as defined in the Explanatory Statement) relating to each of the Class A New MCBs, Class B New MCBs, Class C New MCBs, and Class D New MCBs (each as defined in the Restructuring Plan) declaring the commencement of a Special Conversion Period (as defined therein) on the Restructuring Effective Date (as defined in the Restructuring Plan).

2. The Plan Company undertakes to the Court that each Notice of Special Conversion will provide that, in respect of any Special Conversion Notice (as defined in the Terms and Conditions of the New MCBs in Schedule 2 of the New MCBs Trust Deed) duly delivered with respect to and in accordance with the terms of each of the Class A New MCBs, Class B New MCBs, Class C New MCBs, and Class D New MCBs, the Plan Company will deliver any New Company Shares (as defined in the Explanatory Statement) as soon as possible in accordance with the terms of the relevant New MCBs Trust Deed and, in any event, no later than:

a. the last business day within the calendar month in which the Special Conversion Notice is delivered with respect to a New MCB if such Special Conversion Notice is delivered no later than the 10th business day before the end of such calendar month (the calendar month in which the Special Conversion Notice is delivered by a Bondholder (as defined in the New MCB Trust Deed), the “Relevant Month”); or

b. the last business day in the calendar month immediately following the Relevant Month, if the Special Conversion Notice is delivered with respect to a New MCB after the 10th business day before the end of the calendar month.

3. The Plan Company will use all reasonable endeavours to enforce the undertakings provided by China Life Insurance Company Limited and Dajia Life Insurance Co., Ltd by deeds granted in favour of the Plan Company dated 27 January 2025, not to dispose of any of their shares in the Plan Company for a period of two years after the Restructuring Effective Date.