IMPORTANT NOTICE

STRICTLY CONFIDENTIAL — DO NOT FORWARD

THIS OFFER TO PURCHASE IS AVAILABLE ONLY TO INVESTORS WHO ARE OR ARE ACTING FOR THE ACCOUNT OR BENEFIT OF NON-U.S. PERSONS THAT ARE ADDRESSEES OUTSIDE OF THE UNITED STATES.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offer to Purchase (as it may be supplemented or amended from time to time, the “Offer to Purchase”) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Offer to Purchase. By accessing, reading or making any other use of the Offer to Purchase, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from The Hongkong and Shanghai Banking Corporation Limited (the “Dealer Manager”), and/or D.F. King (the “Information and Tender Agent”) as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer to Purchase.

THE OFFER TO PURCHASE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE OFFER TO PURCHASE MAY ONLY BE DISTRIBUTED TO INVESTORS WHO ARE OR ARE ACTING FOR THE ACCOUNT OR BENEFIT OF NON-U.S. PERSONS THAT ARE ADDRESSEES OUTSIDE OF THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE OFFER TO PURCHASE. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFER TO PURCHASE IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS OF THE UNITED STATES OR OTHER JURISDICTIONS.

Confirmation of your representation: In order to be eligible to view the Offer to Purchase or make an investment decision with respect to the Offer (as defined below), you must be or be acting for the account or benefit of a non-U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) outside the United States and otherwise able to participate lawfully in the offer to purchase for cash by  CIFI Holdings (Group) Co. Ltd.  (the “Company”) to holders of any and all of its outstanding 6.7% senior notes due 2022 (ISIN: XS2031924108, Common Code: 203192410) (the “Notes”) at a purchase price of RMB10,000 per RMB10,000 principal amount of the Notes upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer”).  The Offer to Purchase was sent at your request and by accessing the Offer to Purchase you shall be deemed to have represented to each of the Company, the Dealer Manager, the Information and Tender Agent and the Trustee of the  Notes   that:

  1. you are a holder or a beneficial owner of the Notes ;
  2. the electronic mail address that you have given to us and to which the Offer to Purchase has been delivered is not located in the United States;
  3. you are or are acting for the account or benefit of a non-U.S. person;
  4. neither you nor any beneficial owner of the Notes, nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States;
  5. you are a person to whom it is lawful to send the Offer to Purchase or for the Company to make an offer to purchase the Notes for cash under applicable laws and regulations; and
  6. you consent to delivery of the Offer to Purchase by electronic transmission.

The attached Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Dealer Manager, the Information and Tender Agent, the Trustee of the Notes or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Dealer Manager or the Information and Tender Agent.

You are also reminded that the Offer to Purchase has been sent to you on the basis that you are a person into whose possession the Offer to Purchase 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 the Offer to Purchase to any other person.

Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offer or solicitations are not permitted by law. If a jurisdiction requires that an Offer be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in that jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or affiliate, as the case may be, on behalf of the Company, as applicable, in such jurisdiction.

The attached Offer to Purchase is not a prospectus for the purposes of the European Union’s Regulation (EU) 2017/1129.

The Offer to Purchase and any other documents or materials relating to the Offer may only be communicated to persons in the United Kingdom in circumstances where section 21 of the Financial Services and Markets Act 2000, as amended, does not apply. Accordingly, such documents or materials and the Offer to Purchase are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of documents or materials relating to the Offer and the Offer to Purchase is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the Offer to Purchase is only available to, and any investment or interment activity to which the attached Offer to Purchase relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on the attached Offer to Purchase or any of its contents.

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

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

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