Powerlong Real Estate Holdings Limited - Form of Accession Letter & Participating Debt Notice

PRIVATE AND CONFIDENTIAL

To: POWERLONG REAL ESTATE HOLDINGS LIMITED

Kroll Issuer Services Limited, as Information Agent via powerlong@is.kroll.com

IMPORTANT: DO NOT FILL OUT THE PDF VERSION OF THIS FORM.

Please visit the transaction website (https://deals.is.kroll.com/powerlong) for further information on how the Accession Letter needs to be submitted to the Information Agent.

From:Missing or incorrect valueInsert name of Additional Participating Creditor

Date:

Dear Sirs,

Restructuring Support Agreement dated 23 February 2024, as amended and/or restated from time to time (the “Agreement”)

1. We refer to the Agreement. This is an Accession Letter as defined in the Agreement. Except as otherwise defined herein, terms defined in the Agreement have the same meaning when used in this Accession Letter. In addition, unless the context otherwise requires, the principles of interpretation set out in Part B of Schedule 2 (Definitions and Interpretation) to the Agreement shall apply in construing the provisions of this Accession Letter.

2. We have read and understand the terms of the Agreement, including the rights and obligations of a Participating Creditor thereunder, and agree, for the benefit of each Party, to be a Participating Creditor under the Agreement and to be bound by the terms of the Agreement as a Participating Creditor.

3. Subject to the terms of the Agreement including but not limited to Clause 14 (Capacity), we agree, represent and warrant to each other Party on the date of this Accession Letter that we or the entity that we represent (if applicable) are the beneficial (or, with respect to the Existing Loans, legal and beneficial) owner of and have full power to vote (or, with respect to the Existing Loans, are able to direct the legal and beneficial owner to vote) in respect of the Existing Debt Instruments as set out in our Participating Debt Notice.

4. We confirm we will submit a Participating Debt Notice together with this Accession Letter.

5. We represent and warrant to the Company that our investment manager and/or adviser (if any) is :Insert the name of the investment manager and/or adviser

6. Our contact details for purposes of Clause 13 (Notice) of the Agreement are as follows

For the attention of:Missing or incorrect value

Phone number (with country code):Missing or incorrect value

E-mail:Missing or incorrect value

With a copy to our advisor (if any):Insert name of your investment manager/advisor

For the attention of:

Phone number (with country code):

E-mail:

7. This Accession Letter is governed by the laws of Hong Kong. By executing this Accession Letter, the signatory confirms it has complied with all legal requirements regarding the valid execution of this Accession Letter under its jurisdiction of incorporation.

Do you wish to sign electronically or upload a signature page?Missing or incorrect value

PRIVATE AND CONFIDENTIAL

To: POWERLONG REAL ESTATE HOLDINGS LIMITED

Kroll Issuer Services Limited, as Information Agent via powerlong@is.kroll.com

IMPORTANT: DO NOT FILL OUT THE PDF VERSION OF THIS FORM.

Please visit the transaction website (https://deals.is.kroll.com/powerlong) for further information on how the Participating Debt Notice needs to be submitted to the Information Agent

From:Missing or incorrect valueInsert name of Additional Participating Creditor

Date:

1. We refer to the restructuring support agreement dated 23 February 2024 between the Parties, as amended and/or restated from time to time (the “Agreement”). Capitalised terms used in the Agreement have the same meaning in this notice.

2. This is a Participating Debt Notice. We hereby notify you that, at the date of this notice, the details of our Participating Debt are as follows:

Are you a:Missing or incorrect value

3. We request that you treat the existence and contents of this Participating Debt Notice with the utmost confidence and that you do not disclose these to any person without our prior written consent. We do, however, consent to you disclosing (in accordance with the terms of the Agreement) to:

(a) (x) the Company (and its advisers); (y) the Subsidiary Obligors (and their advisers); and/or (z) the Ad Hoc Group’s Advisers upon reasonable request by any of them (as determined by the Company):

(i) the Existing Debt Instruments held by the Participating Creditors collectively and/or the Aggregate Percentage (calculated from the disclosures provided in their Participating Debt Notices);

(ii) the principal amount of our Participating Debt; and

(b) any Participating Creditor upon reasonable request by such Participating Creditor (as determined by the Company):

(i) the aggregate principal amount of the Existing Debt Instruments held by all Participating Creditors and/or the Aggregate Percentage; and

(ii) the Aggregate Percentage (as at close of business prior to such request).

4. We confirm that we will provide evidence reasonably requested by and reasonably satisfactory to the Information Agent of our positions in the Existing Debt Instruments described above.

5. This Participating Debt Notice shall be governed by the laws of Hong Kong.

Do you wish to sign electronically or upload a signature page?Missing or incorrect value

When you press "Submit" you will receive an email from "powerlong@is.kroll.com" Please add this email to your allowed senders list. This email will have a PDF copy of your submission (with your supporting documents as a separate attachment), as well as your unique instruction reference.

Please also see below the link to our privacy policy:

Powerlong Real Estate Holdings Limited - Form of Accession Letter & Participating Debt Notice

SCHEDULE 3 FORM OF ACCESSION LETTER

SCHEDULE 4 - FORM OF PARTICIPATING DEBT NOTICE

Submission and Privacy Policy