Helenbergh China Holdings Limited-NOTICE OF SCHEME MEETINGS

IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE

HCMP 353 OF 2024

IN THE MATTER OF HELENBERGH CHINA HOLDINGS LIMITED

(海倫堡中國控股有限公司)

AND

IN THE MATTER OF SECTIONS 670, 673 AND 674 OF THE COMPANIES ORDINANCE

(CAP. 622 OF THE LAWS OF HONG KONG)

NOTICE OF SCHEME MEETINGS

Unless otherwise specified, terms used in this notice have the same meanings as in the explanatory statement (the “Explanatory Statement”) relating to the proposed scheme of arrangement between Helenbergh China Holdings Limited (the “Company”) and the Scheme Creditors (as defined therein) under Sections 670, 673 and 674 of the Companies Ordinance (Cap. 622) (the “Scheme”).

Copies of the Scheme, the Explanatory Statement and the Solicitation Packet (including the documentation to be completed by or on behalf of the Scheme Creditors in order to vote and/or receive Restructuring Consideration) are available for download from the Transaction Website (https://www.dfkingltd.com/Helenbergh).

NOTICE IS HEREBY GIVEN that by order of the Court of First Instance of the High Court of the Hong Kong Special Administrative Region (the “Court”) dated 8 March 2024 (the “Convening Order”), the meetings of the Scheme Creditors (the “Scheme Meetings”) be convened for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme.

Venue, time and video conference availability for the Scheme Meetings

The Scheme Meetings, for each class of the Scheme Creditors, will be held on 20 May 2024 (Monday) at the offices of Sidley Austin at 39/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong, as follows:

The Class A Hong Kong Scheme Meeting

1.The Scheme Meeting for the Scheme Creditors of the Class A Existing Notes will be held at 11 a.m. (Hong Kong Time); and

The Class B Hong Kong Scheme Meeting

2.The Scheme Meeting for the Scheme Creditors of the Class B Existing Notes will be held at 12 p.m. (Hong Kong Time),

with any adjournment as may be necessary or appropriate, and any changes in arrangements relating to the Scheme Meetings shall be communicated to the Scheme Creditors in advance of the Scheme Meetings on the Transaction Website and the Company’s website.

Scheme Creditors will be able to attend the relevant Scheme Meeting and vote in person or (if a corporation) by an authorized representative or by proxy.  Scheme Creditors will also be able to attend the relevant Scheme Meeting by video conference using conferencing details and passcode that can be obtained on request from the Information Agent (if you are a Scheme Creditor who is not a Sanctions-Affected Scheme Creditor) or the Blocked Scheme Creditor Tabulation Agent (if you are a Blocked Scheme Creditor).

Methods of voting and deadline for submitting voting forms

In order to attend and vote on the Scheme at the relevant Scheme Meeting (whether in person, by authorized representative or by proxy), a Scheme Creditor must ensure that its Account Holder Letter or Blocked Scheme Creditor Form (as applicable) is validly completed in accordance with the Account Holder Letter or Blocked Scheme Creditor Form (as applicable) and the Explanatory Statement, and submitted to the Information Agent via the Transaction Website or to the Blocked Scheme Creditor Tabulation Agent (as applicable) by no later than 11:00 p.m. (Hong Kong time) on 16 May 2024 (the “Record Time”). If you are a Blocked Scheme Creditor, please refer to the Explanatory Statement for the arrangements that apply to you in order to participate and vote in the Scheme Meeting.

Registration prior to the Scheme Meeting

Each Scheme Creditor (or, if a corporation, its duly authorised representative) or its proxy intending to vote in person at the relevant Scheme Meeting will be required to register its attendance at the registration desk no later than one hour prior to the scheduled start time of such Scheme Meeting.

On registration at the relevant Scheme Meeting, a Scheme Creditor or its proxy (other than the Chairperson) attending the Scheme Meeting in person shall produce:

· a copy of the applicable Scheme Creditor Form validly completed and submitted on behalf of that Scheme Creditor;

· evidence of personal identity (being a valid original passport or other original government-issued photographic identification); and

· in the case of a corporation, evidence of corporate authority (for example, a valid power of attorney and/or board resolutions).

If appropriate personal identification or evidence of authority is not produced, that person shall only be permitted to attend and vote at the relevant Scheme Meeting at the discretion of the Chairperson.

Chairperson

Pursuant to the Convening Order, the Court appointed Mr. Li Chee Chung Jonathan, or failing him, Ms. Poon Tsun Yee, both of Perun Consultants Limited, to act as the Chairperson of the Scheme Meetings and directed the Chairperson in his/her capacity as such to report the results of the Scheme Meetings to the Court. The results of the Scheme Meetings will also be made available on the Transaction  Website.

Sanction Hearing and Scheme Conditions

The Scheme, if approved at the Scheme Meetings, will be subject to the subsequent approval and sanction of the Court, and the satisfaction or waiver (as applicable) of the conditions set out in Clause 15 of the Scheme. The Scheme Sanction Hearing is presently scheduled to take place at 10 a.m. (Hong Kong Time) on 4 June 2024 at the Court.

Contact details of the Information Agent and the Blocked Scheme Creditor Tabulation Agent:

Information Agent

D.F. King Ltd

Telephone:in Hong Kong: +852 5803 0915; in London: +44 20 4578 1578

Email:Helenbergh@dfkingltd.com

Transaction Website:https://www.dfkingltd.com/Helenbergh

Blocked Scheme Creditor Tabulation Agent

Serica Agency Limited

Address:Unit 2407, 308 Central Des Voeux, 308-320 Des Voeux Road Central, Hong Kong

Telephone:+852 3795 6303

Email:agent@sericatrust.com

Attention:Louise Coffey / Robert Sandes

Dated this 29th day of April 2024

Helenbergh China Holdings Limited

(海倫堡中國控股有限公司)