IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached consent solicitation statement (the “Statement”) following this page and you are, therefore, required to read this disclaimer carefully before reading, accessing or making any other use of the attached Statement.

By accessing, reading or making any other use of the attached Statement, in addition to giving the representations below, you agree to be bound by all of the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Haitong International Securities Company Limited (the “Solicitation Agent”), RongChangDa Development (BVI) Limited (荣昌达发展（BVI）有限公司) (the “Issuer”), RiseSun Real Estate Development Co., Ltd. (荣盛房地产发展股份有限公司) (the “Parent Guarantor”) and/or Morrow Sodali Limited (the “Information and Tabulation Agent”). Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Statement.

THE ATTACHED STATEMENT SHOULD NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON OTHER THAN THE RECIPIENT AND SHOULD NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY SUCH FORWARDING OR DISTRIBUTION OR ANY REPRODUCTION OF THE STATEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS RESTRICTION MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF CERTAIN JURISDICTIONS.

The attached Statement contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Holder or a beneficial owner of Notes (as defined below) is in any doubt as to the contents of the attached Statement or as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser or legal adviser.

Confirmation of your representation: To be eligible to view the Statement or make an investment decision with respect to the Consent Solicitation, you must be able to participate lawfully in the Issuer’s Consent Solicitation in relation to its outstanding 9.5% Senior Notes due 2023 with ISIN XS2420457348 and Common Code 242045734 (the “2023 Notes”) or its outstanding 9.5% Senior Notes due 2024 with ISIN XS2420457421 and Common Code 242045742 (the “2024 Notes” and, together with the 2023 Notes, the “Notes”), upon the terms and subject to the conditions set forth in the attached Statement. By accessing the attached Statement, you shall be deemed (in addition to the above) to have represented to the Issuer, the Trustee (as defined herein), the Solicitation Agent and the Information and Tabulation Agent that:

1. you are a holder or a beneficial owner of, and have full power and authority to tender, sell, assign and transfer, the relevant Notes;
2. you are a person to whom it is lawful to send the attached Statement under applicable laws, rules and regulations;
3. you consent to delivery of the attached Statement to you by electronic transmission; and
4. you shall not distribute or forward the Statement to third parties or otherwise make the Statement publicly available.

The attached Statement has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Trustee, the Solicitation Agent or the Information and Tabulation Agent, nor any person who controls any of them nor any of their respective directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any difference between the attached Statement distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.

You are responsible for protecting against viruses and other items of a destructive nature. Your use of this electronic communication is at your own risk and it is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.

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

Any materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any location where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Consent Solicitation be made by a licensed broker or dealer and the Solicitation Agent or any affiliate of the Solicitation Agent is such a licensed broker or dealer in that jurisdiction, the Consent Solicitation shall be deemed to be made by the Solicitation Agent or the relevant affiliate on behalf of the Issuer in such jurisdiction where it is so licensed and the Consent Solicitation is not being made in any such jurisdiction where none of the Solicitation Agent nor any of their affiliates is so licensed.

The communication of the attached Statement and any other documents or materials relating to the Consent Solicitation is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

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

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

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