#main-content #left-col {display:none;} Please update your relevant browser settings, or contact the Information and Tender Agent, via the contact details set out, below.

DISCLAIMER

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached consent solicitation memorandum dated 5 January 2024 (the “Consent Solicitation Memorandum”) whether received by email or as a result of electronic or other communication and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Consent Solicitation Memorandum. By accepting the email to which the Consent Solicitation Memorandum was attached or by accessing or reading the Consent Solicitation Memorandum, you shall be deemed (in addition to giving the representations below) to agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from ICBC International Securities Limited, BNP Paribas, Citigroup Global Markets Limited, Goldman Sachs (Asia) L.L.C., The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities plc and Mizuho Securities Asia Limited (together, the “Solicitation Agents”), D.F. King Ltd. (the “Information and Tabulation Agent”), ICBCIL Finance Co. Limited (the “Issuer”) and/or ICBC Financial Leasing Co., Ltd. (the “Company”) as a result of such acceptance and access.

THE CONSENT SOLICITATION MEMORANDUM (WHICH EXPRESSION WHEN USED ON THESE PAGES INCLUDES THE CONSENT SOLICITATION REFERRED TO THEREIN) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED ALL OR PART OF YOUR HOLDING OF THE SECURITIES TO WHICH IT RELATES , YOU SHOULD CONTACT THE INFORMATION AND TABULATION AGENT.

Capitalised terms used but not defined herein have the meanings given to them in the Consent Solicitation Memorandum.

The Solicitation Agents and the Information and Tabulation Agent are acting exclusively for the Issuer and the Company and no one else in connection with the Consent Solicitation, the Proposal or the Extraordinary Resolution and will not regard any other person (whether or not a recipient of the Consent Solicitation Memorandum) as a client. The Solicitation Agents and the Information and Tabulation Agent will not be responsible for providing advice in relation to any matters referred to in the Consent Solicitation Memorandum. The Consent Solicitation Memorandum has been prepared by the Issuer and the Company and is being provided to you, in addition to any other materials or information provided in connection with the Consent Solicitation, the Proposal or the Extraordinary Resolution, by the Information and Tabulation Agent on behalf of the Issuer and the Company. None of the Solicitation Agents, the Trustee, the Agents or the Information and Tabulation Agent or their respective affiliates (or their respective directors, employees, officers, advisers, consultants or agents) shall be responsible, liable or owe a duty of care to any recipient of the Consent Solicitation Memorandum or any other materials or information provided to such recipient in connection with the Consent Solicitation, the Proposal or the Extraordinary Resolution.

None of the Solicitation Agents, the Trustee, the Agents or the Information and Tabulation Agent (or their respective directors, officers, employees, advisers or affiliates) makes any representation or recommendation whatsoever regarding the Consent Solicitation Memorandum, or any document prepared in connection with it, the Proposal, the Extraordinary Resolution or the Consent Solicitation.

None of the Solicitation Agents, the Trustee, the Agents or the Information and Tabulation Agent has independently verified, or assumes any responsibility for, the accuracy of the information and statements contained in the Consent Solicitation Memorandum.

None of the Solicitation Agents, the Trustee, the Agents or the Information and Tabulation Agent (or their respective directors, officers, employees, advisers or affiliates) makes any representation, warranty or undertaking, express or implied, as to, or assumes any responsibility or liability for, the accuracy, sufficiency or completeness of the information concerning the Proposal, the Extraordinary Resolution or the Consent Solicitation or of any other statements contained in the Consent Solicitation Memorandum or for any failure by the Issuer or the Company to disclose any events that may have occurred and may affect the significance or accuracy of such information.

In accordance with usual practice, the Solicitation Agents, the Trustee, the Agents and the Information and Tabulation Agent express no views on the merits of the Consent Solicitation. None of the Solicitation Agents, the Trustee, the Agents or the Information and Tabulation Agent makes any representation that all relevant information has been disclosed to the Beneficial Owners of the Notes in or pursuant to the Consent Solicitation Memorandum and the Notice of Meeting or that any disclosed information is accurate and not misleading. The Information and Tabulation Agent has not been involved in formulating the Proposal or the Extraordinary Resolution. Accordingly, each of the Solicitation Agents, the Trustee, the Agents and the Information and Tabulation Agent recommends that Beneficial Owners of the Notes who are unsure of the consequences of the Consent Solicitation, the Proposal and/or the Extraordinary Resolution should seek their own financial and legal advice. In relation to the delivery or revocation of Consent Instructions through the Clearing Systems, Beneficial Owners of the Notes should note the particular practice of the relevant Clearing System, including any earlier deadlines by such Clearing System and any intermediaries or custodians.

The Solicitation Agents and the Information and Tabulation Agent are appointed by the Issuer and the Company and owe no duty to (i) in the case of the 2026 Notes, Cede & Co. (as nominee of Depository Trust Company) as the registered holder of the 2026 Notes; or (ii) in the case of the 2027 Notes, Citibank Europe plc as the common depositary and Citivic Nominees Limited as the registered holder of the 2027 Notes, or, in each case, any Beneficial Owner of the Notes. Each Beneficial Owner of the Notes should seek its own independent advice and is solely responsible for making its own independent appraisal of all matters as such Beneficial Owner of the Notes deems appropriate (including those relating to the Consent Solicitation, the Extraordinary Resolution and the Proposal), and each Beneficial Owner of the Notes must make its own decision in connection with the Extraordinary Resolution.

The delivery of the Consent Solicitation Memorandum shall not, under any circumstances, create any implication that the information contained therein is correct and/or current as of any time subsequent to the date of the Consent Solicitation Memorandum. The Consent Solicitation Memorandum is solely directed at the Beneficial Owners of the Notes in those jurisdictions where the Consent Solicitation Memorandum may be lawfully directed to them.

You are recommended to seek independent legal advice as to the contents of the Consent Solicitation Memorandum, and to seek independent financial and legal advice from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial or other adviser as to the action you should take. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such person if it wishes to participate in the Consent Solicitation.

Confirmation of your representation: The Consent Solicitation Memorandum was sent at your request and, by accessing the Consent Solicitation Memorandum, you shall be deemed (in addition to the above) to have represented to the Issuer, the Company, the Solicitation Agents and the Information and Tabulation Agent that:

you are, or are acting on behalf of, a holder or a Beneficial Owner of one or more Series of Notes as set out in the below table;
you shall not pass on the Consent Solicitation Memorandum to third parties or otherwise make the Consent Solicitation Memorandum publicly available;
you are not a person to or from whom it is unlawful to send the Consent Solicitation Memorandum or to solicit consents under the Consent Solicitation described in the Consent Solicitation Memorandum under applicable laws;
you are not a Sanctions Restricted Person;
you consent to delivery of the Consent Solicitation Memorandum by electronic transmission; and
you have understood and agreed to the terms set forth in this disclaimer.

You are reminded that the Consent Solicitation Memorandum has been delivered to you on the basis that the above representations are accurate.

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 place 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 any Solicitation Agent or any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Consent Solicitation shall be deemed to be made by such Solicitation Agent or such affiliate(s), as the case may be, on behalf of the Issuer and the Company in such jurisdiction where it is so licensed.

The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the Company, the Solicitation Agents and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.

The Consent Solicitation Memorandum 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 Company, the Solicitation Agents and/or the Information and Tabulation Agent or any person who controls, or is a director, officer, employee, adviser, agent or affiliate of, any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum available to you on request from the Information and Tabulation Agent via the Consent Website ( https://sites.dfkingltd.com/ICBCIL ).

You are also reminded that the Consent Solicitation Memorandum has been delivered to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum 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 authorised to, deliver the Consent Solicitation Memorandum to any other person.

I have read, understood and agreed to the foregoing terms and conditions.