IMPORTANT NOTICE – OFFERING CIRCULAR NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page (the “Offering Circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. IN THE UNITED KINGDOM THE OFFERING CIRCULAR IS DIRECTED ONLY AT PERSONS WHO MEET THE FOLLOWING CRITERIA: 1. (A) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC”) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AND 2. ARE (A) ELIGIBLE COUNTERPARTIES OR (B) PROFESSIONAL CLIENTS (WITHIN THE MEANING OF THE RULES OF THE FINANCIAL CONDUCT AUTHORITY (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THE OFFERING CIRCULAR MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE OFFERING CIRCULAR RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view the Offering Circular or make an investment decision with respect to the securities, investors must not be a U.S. person (within the meaning of Regulation S under the Securities Act). By accepting this e-mail and accessing this Offering Circular, you shall be deemed to have represented to us that you are not a U.S. person; that the electronic mail address that you have given to us: and to which this e-mail has been delivered is not located in the U.S., its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia; and that you consent to delivery of this Offering Circular by electronic transmission. You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering Circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. The Offering Circular 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 neither Standard Chartered Bank nor any person who controls it nor any director, officer, employee or agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular as distributed to you herewith in electronic format and the hard copy version. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

China Real Estate Asset Mortgages Limited (incorporated with limited liability under the laws of the Cayman Islands)

U.S.$232,000,000 Class A Floating Rate Secured Notes due 2021 (the “Class A Notes”) U.S.$58,000,000 Class B Floating Rate Secured Notes due 2021 (the “Class B Notes”)

Issue Price 100% The Class A Notes and the Class B Notes (together, the “Notes”) of China Real Estate Asset Mortgages Limited (the “Issuer”) will be issued on or about 17 March 2014 (such date being the “Closing Date”) pursuant to a Note Trust Deed (the “Note Trust Deed”) expected to be dated on or about 12 March 2014 between, among others, the Issuer and DB Trustees (Hong Kong) Limited (the “Note Trustee”). The Notes are limited recourse obligations of the Issuer. It is expected that the Class A Notes will, when issued, be assigned an “Aa3(sf)” rating, and that the Class B Notes will, when issued, be assigned an “A3(sf)” rating by Moody’s Investors Service Limited (the “Rating Agency”). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Investing in the Notes involves certain risks. See “Risk Factors” beginning on page 21. Application will be made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing of and quotation for the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST or quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, its subsidiaries, its associated companies or the Notes. The Notes are offered through Standard Chartered Bank as arranger and lead manager (the “Lead Manager”). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or under the securities laws of any state of the United States and, unless so registered, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Notes are being offered and sold only outside the United States to non-U.S. persons in accordance with Regulation S under the U.S. Securities Act. The Notes will be issued in registered form in the minimum denomination of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be exchangeable, and transfers thereof will be registrable, at the offices of Deutsche Bank Luxembourg S.A., as note registrar (the “Note Registrar”). It is expected that the Notes will be delivered through the facilities of Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on or about 17 March 2014. The date of this Offering Circular is 13 March 2014 Arranger and Lead Manager Standard Chartered Bank

TABLE OF CONTENTS

KEY PARTIES .............................................................................................................................. 5 TRANSACTION OVERVIEW ..................................................................................................... 7 KEY CHARACTERISTICS OF THE NOTES ........................................................................... 10 RISK FACTORS ......................................................................................................................... 21 PROPERTY PORTFOLIO .......................................................................................................... 39 MWREF LIMITED ..................................................................................................................... 54 MACQUARIE RETAIL MANAGEMENT (ASIA) LIMITED .................................................. 56 COLLECTION OF RENTALS ................................................................................................... 59 PRC LEGAL MATTERS ............................................................................................................ 64 THE BORROWER ...................................................................................................................... 68 TERMS AND CONDITIONS OF THE NOTES ........................................................................ 69 USE OF PROCEEDS .................................................................................................................. 83 THE ISSUER ............................................................................................................................... 84 THE SWAP PROVIDER AND THE LIQUIDITY FACILITY PROVIDER............................. 87 DESCRIPTION OF THE PRINCIPAL TRANSACTION DOCUMENTS ................................ 90 RATINGS .................................................................................................................................. 112 TAXATION ............................................................................................................................... 113 SUBSCRIPTION AND SALE .................................................................................................. 116 CLEARANCE AND SETTLEMENT ....................................................................................... 120 GENERAL INFORMATION .................................................................................................... 122 GLOSSARY OF DEFINITIONS .............................................................................................. 124

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IMPORTANT NOTICE Prospective investors should rely only on the information contained in this Offering Circular or to which reference is made herein. The Issuer has not authorised anyone to provide prospective investors with information that is different to that contained herein. This document may only be used where it is legal to sell the Notes. The information in this Offering Circular may only be accurate on the date of this Offering Circular. The Notes do not represent deposits with or other liabilities of Standard Chartered Bank or of any Standard Chartered Group Entity and are subject to investment risk, including possible delays in payments or repayments and loss of income and principal invested. None of Standard Chartered Bank or any other Standard Chartered Group Entity guarantees or in any way stands behind the capital value and/or performance of the Notes, the payment or repayment of any moneys owing to Noteholders or the return of any principal invested or any particular rate of return. None of the Lead Manager, the Note Trustee, the Security Trustee, the Agents, the Note Agents, the Manager, DHCL, the Borrower or the Property Holding Companies, has verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any of the Lead Manager, the Note Trustee, the Security Trustee, the Agents, the Note Agents, the Manager, DHCL, the Borrower or the Property Holding Companies as to the accuracy or completeness of the information contained in this Offering Circular or as to the future performance of the Notes, the Issuer, the Borrower, the Liquidity Provider or the Swap Provider. The Issuer accepts responsibility for all the information contained in this Offering Circular other than the Swap Provider's and Liquidity Facility Provider's Information (the "Issuer Information"). To the best of the knowledge and belief of the Issuer, the Issuer Information does not include any statement of fact that is untrue in any material respect or omit to state a fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. Neither the Swap Provider nor the Liquidity Facility Provider has verified the information contained herein (other than with respect to the Swap Provider’s and Liquidity Provider’s Information as defined below). However, the Swap Provider and the Liquidity Provider have represented to the Issuer that the information included in this Offering Circular under "The Swap Provider and The Liquidity Facility Provider" (the "Swap Provider's and Liquidity Facility Provider's Information"), to the best of their knowledge and belief, do not include any statement of fact that is untrue in any material respect, or omit to state a fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. Subject to the above, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Swap Provider or the Liquidity Provider as to the accuracy or completeness of the information contained in this Offering Circular or as to their own future performance or the future performance of the Notes, the Issuer or the Borrower. MWREF has not verified the information contained herein (other than with respect to the MWREF OC Information as defined below). However, MWREF has represented to the Issuer and the Lead Manager that the information contained in this Offering Circular in the sections headed “Risks relating to the Properties”, “Risks relating to Investment in Real Estate in the PRC” and “Risks relating to Real Estate generally” under “Risk Factors”, “Property Portfolio”, “MWREF Limited”, “Macquarie Retail Management (Asia) Limited”, “Collection of Rentals”, “PRC Legal Matters” and “The Borrower” (the "MWREF OC Information"), to the best of the knowledge and belief of MWREF, does not include any statement of fact that is untrue in any material respect or omit to state a fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. Subject to the above, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by MWREF as to the accuracy or completeness of the information contained in this Offering Circular or as to the future performance of the Notes, the Issuer, the Borrower, the Swap Provider or the Liquidity Facility Provider. A17396094

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No person is or has been authorised in connection with the issue, offering, subscription or sale of the Notes to give any information or to make any representation not contained in this Offering Circular and any information or representation not contained in this Offering Circular must not be relied upon as having been authorised by the Issuer, the Borrower, the Manager, the Lead Manager, the Note Trustee, the Security Trustee, the Agents, the Note Agents, the Liquidity Facility Provider or the Swap Provider, any Obligor or any other person. Neither the delivery of this Offering Circular at any time nor any sale or allotment made in connection with the issue of the Notes shall under any circumstances constitute a representation or create any implication that the information contained herein is correct at any time subsequent to the date hereof or that there has been no change in the affairs of any party herein mentioned since that date. Each person contemplating making an investment in the Notes is deemed to represent that it has conducted its own due diligence, investigation and analysis of the Issuer, the Liquidity Facility Provider, the Obligors, the Manager, the Swap Provider, the Note Trustee, the Security Trustee, the Agents, the Note Agents or any other party to the transaction and the terms of the offering including the merits and risks involved, and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment. Each investor in the Notes is deemed to represent that it has had access to such information concerning the Notes, the Issuer, the Liquidity Facility Provider, the Obligors, the Manager, the Swap Provider, the Note Trustee, the Security Trustee, the Agents, the Note Agents or any other party to the transaction as it has deemed necessary and has received all information that it believes is necessary or appropriate in connection with its investment decision to purchase the Notes. Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time. Each person receiving this Offering Circular is deemed to represent and acknowledges that such person has not relied on the Lead Manager, the Note Trustee, the Security Trustee, the Agents, the Note Agents, MWREF, the Manager, DHCL, the Borrower, the Property Holding Companies, the Swap Provider, the Liquidity Facility Provider or any of their affiliates in connection with its investigation of the accuracy of such information or its investment decision. To the fullest extent permitted by law, none of the Lead Manager, the Note Trustee, the Security Trustee, the Agents, the Note Agents, MWREF, the Manager, DHCL, the Borrower, the Property Holding Companies, the Swap Provider or the Liquidity Facility Provider or any of their respective affiliates, directors or advisors accepts any responsibility for the contents of this Offering Circular or for any statement made or purported to be made in connection with the Issuer, the Liquidity Facility Provider, the Borrower, the Manager, any Obligor, the Swap Provider, the Note Trustee, the Security Trustee, the Agents, the Note Agents or any other party to the transaction or the issue and offering of the Notes. Each of the Lead Manager, the Note Trustee, the Security Trustee, the Agents, the Note Agents, MWREF, the Manager, DHCL, the Borrower, the Property Holding Companies, the Swap Provider or the Liquidity Facility Provider or each of their respective affiliates, directors and advisors accordingly disclaims all and any liability, whether arising in tort or contract or otherwise, which it might otherwise have in respect of this Offering Circular or any such statement. Each person receiving this Offering Circular agrees that it will not hold any of the Lead Manager, the Note Trustee, the Security Trustee, the Agents, the Note Agents, MWREF, the Manager, DHCL, the Borrower, the Property Holding Companies, the Swap Provider or the Liquidity Facility Provider and each of their respective affiliates, directors and advisors responsible for any misstatement or omission in the Offering Circular and waives any claims against such persons arising from or relating to this transaction. None of the Lead Manager, the Note Trustee, the Security Trustee, the Agents, the Note Agents, MWREF, the Manager, DHCL, the Borrower, the Property Holding Companies, the Swap Provider and the Liquidity Facility Provider or any of their respective affiliates undertakes to review the financial condition or affairs of the Issuer, the Liquidity Facility Provider, the Obligors, the Manager, the Swap Provider, the Note Trustee, the Security Trustee, the Agents, the Note Agents or any other party to the transaction for so long as the Notes remain outstanding. Each person receiving this Offering Circular should make an investment in the Notes based on the contents of the final Offering Circular and it acknowledges that any drafts of the Offering Circular, including any preliminary Offering Circular or any other materials that may have been provided to them prior to the date hereof, are superseded in all respects by the final

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Offering Circular and such materials should be disregarded for the purposes of its investment decision. The contents of this Offering Circular should not be construed as providing legal, business, accounting or tax advice. Each prospective investor should consult its own legal, business, accounting and tax advisers prior to making a decision to invest in the Notes. This Offering Circular does not constitute an offer and may not be used for the purpose of an offer to or solicitation by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or in which it is unlawful to make such offer or solicitation. Save as mentioned under "Subscription and Sale", no action has been or will be taken to permit a public offering of the Notes in any jurisdiction where action would be required for that purpose. The Notes may not be offered or sold, directly or indirectly, and this Offering Circular may not be distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. The Notes will constitute secured limited recourse obligations of the Issuer and will not be obligations or responsibilities of, or insured or guaranteed by, any person other than the Issuer. In particular, the Notes will not be obligations or responsibilities of, or insured or guaranteed by, the Note Trustee, the Security Trustee, the Borrower, the Manager, any Obligor, the Liquidity Facility Provider, the Swap Provider, the Agents, the Note Agents, the Lead Manager or any affiliate of any of the foregoing entities. AVAILABLE INFORMATION The Issuer will furnish to the Note Trustee and holders of the beneficial interests in the Global Notes (as defined herein) as identified by Euroclear and Clearstream, Luxembourg certain information on a periodic basis. For so long as the Notes are listed on the SGX-ST, such information will be available during normal business hours on any Business Day at the registered office for the time being of Deutsche Bank AG, Hong Kong Branch as principal paying agent (the "Principal Paying Agent"). PRESENTATION OF FINANCIAL AND OTHER INFORMATION Percentages in the tables in this Offering Circular may not add up to 100 per cent. because of rounding. All references in this Offering Circular to "U.S. dollars", “US$”, "U.S.$", "USD" or "$" are to the lawful currency for the time being of the United States of America; those to "CNY" are to the onshore pool, and those to "CNH" are to the offshore pool, of the lawful currency for the time being of the PRC. FORWARD-LOOKING STATEMENTS Certain statements in the sections entitled "Transaction Overview" and "Property Portfolio" and elsewhere in this Offering Circular constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the success of the Property Holding Companies, the actual cash flow generated by the Rental Collections (as defined herein), the continued generation of Rental Collections by the Property Holding Companies or other matters described in such forward-looking statements to differ materially from the information set forth herein and to be materially different from any future results, performance or financial condition expressed or implied by such forward-looking statements. See "Risk Factors". While all reasonable care has been taken to ensure that the facts stated herein are accurate and that the forward-looking statements, opinions and expectations contained herein are based on fair and reasonable assumptions, the matters described in such forward-looking statements may differ materially from the projections set forth in any forward-looking statements herein. Investors should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect of any forecasted periods contained in this Offering Circular. No party to the offering undertakes any obligation to revise these forward-looking statements to reflect subsequent events or circumstances.

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ARTICLES 404-410 OF THE CAPITAL REQUIREMENTS REGULATION (THE “CRR”) AND SECTION 5 OF REGULATION (EU) NO 231/2013 (“AIFMR”) The Issuer has considered, and obtained legal advice as to, the applicability of the requirements of Articles 404-410 of the CRR and Section 5 of the AIFMR to the Notes and is of the opinion that these requirements do not apply to the Notes. DEFINED TERMS Defined terms used in this Offering Circular shall, except where otherwise defined herein, have the meanings set forth in the section "Glossary of Definitions".

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KEY PARTIES Issuer

: China Real Estate Asset Mortgages Limited, an exempted limited liability company incorporated in the Cayman Islands. The shares of the Issuer will be held on charitable trust.

Borrower

: Dynasty Property Investment (Holdings) Limited, a limited liability company incorporated in Bermuda (the "Borrower"). The Borrower is wholly owned by MWREF Limited ("MWREF").

Guarantors

: Dynasty Holding Company Limited (“DHCL”), a limited liability company incorporated in Bermuda, and a series of companies incorporated in Mauritius comprising Changsha Holding Company Limited, Dalian Holding Company Limited, Harbin International Company Limited, Jinan Holding Company Limited, Nanjing Holding Company Limited, Nanning Holding Company Limited, Shenyang Holding Company Limited, Tianjin Holding Company Limited and Wuhan Holding Company Limited (each, a "Property Holding Company" and together with DHCL, a "Guarantor"). Among other security interests granted by it, each Property Holding Company has created, inter alia, a Mortgage over the Property owned by it to secure the Secured Obligations. It has not been possible to submit an application to register the Mortgage granted by Changsha Holding Company Limited in respect of the Property owned by it. See “Risk Factors—Absence of Registration in respect of the Mortgage over the Property owned by Changsha Holding Company Limited.”

Note Trustee

: DB Trustees (Hong Kong) Limited will act as trustee in respect of the Notes.

Manager

: Macquarie Retail Management (Asia) Limited will provide management services to MWREF and the Group Companies in relation to the Properties.

Security Trustee

: DB Trustees (Hong Kong) Limited will act as the security trustee of certain of the Issuer Security for and on behalf of the Issuer Secured Parties.

Security Agent

: Standard Chartered Bank (Hong Kong) Limited will act as security agent in respect of the Loan Security for and on behalf of the Lenders.

Issuer Transaction Administrator

: Deutsche Bank AG, Hong Kong Branch

Facility Agent

: Standard Chartered Bank (Hong Kong) Limited will act as facility agent for and on behalf of the Lenders.

Paying Agents and Note Registrar

: Deutsche Bank AG, Hong Kong Branch will act as Principal Paying Agent, Deutsche Bank Luxembourg S.A. as Note Registrar.

Swap Provider

: Standard Chartered Bank will enter into two Swap Agreements with the Issuer in order to hedge the Issuer's U.S. dollar payment obligations under each of the two classes of Notes.

Liquidity Facility Provider

: The Issuer will enter into a liquidity facility (the "Liquidity Facility") on the Closing Date with Standard Chartered Bank

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(Hong Kong) Limited (the "Liquidity Facility Provider"). The Issuer Transaction Administrator is obliged, in certain circumstances, to draw under the Liquidity Facility in the event of any shortfall in funds available to make payments of interest on the Notes (and/or the related payments under the Swap Agreements) and payments ranking senior to, or pari passu with, interest on the Notes. The Liquidity Facility Provider shall at all times be rated at least "A3" by Moody's. See "Description of the Principal Transaction Documents—Description of the Principal Issuer Transaction Documents—Liquidity Facility Agreement".

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TRANSACTION OVERVIEW This section contains a brief description of the transaction. The summary information contained herein does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by references to, the more detailed information presented elsewhere in this Offering Circular.

The Notes The Issuer has been incorporated as a special purpose company under the laws of the Cayman Islands for the purpose of raising funds through the issuance of the Notes and the utilisation of the Class C Loan (together, the “Issuer Funding Instruments”). The Issuer will issue/utilise/enter into the Issuer Funding Instruments on or about 17 March 2014 (the "Closing Date"). The gross issue proceeds of the Issuer Funding Instruments will be applied by the Issuer to purchase the participation of Standard Chartered Bank (Hong Kong) Limited (the "Seller") in the Term Loan made to Dynasty Property Investment (Holdings) Limited (the "Borrower") pursuant to a facility deed dated 13 December 2013 (as amended from time to time on or prior to the Closing Date) (the "Facility Deed"). The purchase of the Term Loan will be made pursuant to a loan sale agreement to be entered into between the Seller and the Issuer on or prior to the Closing Date (the "Loan Sale Agreement"). The principal source of funds available to the Issuer for the payment of interest and principal on the Issuer Funding Instruments will be amounts received from the Borrower in respect of interest and principal payments under the Term Loan and payments from the Swap Provider under the Swap Agreements. The principal source of funds available to the Borrower to meet its payment obligations under the Facility Deed, including its obligations in respect of the Term Loan, will be payments received from each of the Property Holding Companies. See "Description of the Principal Transaction Documents—Description of the Principal Borrower Documents —Facility Deed". The principal source of funds available to each Property Holding Company will be the rental income from the Property owned by that Property Holding Company. The Notes are denominated in USD, but in this Offering Circular equivalent CNH-denominated principal amounts are also set out. This reflects the fact that the USD-denominated principal amounts are calculated on the basis of the size of the underlying CNH-denominated Term Loan, as converted A17396094/10.0/12 Mar 2014

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on the Closing Date into USD at the Applicable Exchange Rate (as defined in the section below entitled “Description of the Principal Transaction Documents—Description of the Principal Issuer Transaction Documents—Swap Agreements”. The Loan Facilities Under the terms of the Facility Deed, the Seller made available to the Borrower a secured term loan facility and a secured revolving credit facility (respectively, the "Term Loan Facility" and the "Revolving Credit Facility"). The Term Loan Facility was drawn down in full (CNH 2,295,000,000) on 18 December 2013. The Borrower intends to prepay the Term Loan in part in an amount of CNH 92,000,000 on the Closing Date, leaving a Term Loan of CNH 2,203,000,000 outstanding, and such prepayment is a condition precedent to the purchase of the Term Loan under the Loan Sale Agreement and, therefore, the issue of the Notes. The Term Loan has a fixed rate of interest insofar as the Seller is the lender of the Term Loan. Once the Term Loan is transferred to the Issuer, it will have a rate of interest comprised of the weighted average rate per annum (calculated on the basis of the principal amount outstanding of the Issuer Funding Instruments) of the fixed rates under the Swap Agreements and the interest rate under the Class C Loan. Each Revolving Credit Loan has a fixed rate of interest. The Issuer is acquiring only the Term Loan from the Seller. Payments of interest and principal by the Borrower under the Term Loan and any Revolving Credit Loan will rank pari passu. The proceeds of the Term Loan were used by the Borrower: (i) firstly, to repay an existing CNH1,300,000,000 secured term loan facility granted by, amongst others, the Seller to the Borrower in December 2011, to pay all costs and expenses relating to that refinancing (including, without limitation, principal and interest, break costs and fees) and to pay all costs and expenses due and payable under the Facility Deed; (ii) secondly, to pay accrued performance fees of the Manager; and (iii) thirdly, to the extent of any remaining utilisation proceeds after application to (i) and (ii) above, for certain funding requirements, including enhancement capital expenditure and repurchasing some of the shares of MWREF. As at the date of this Offering Circular, there have been no drawings under the Revolving Credit Facility. There is no scheduled amortisation requirement in respect of the Term Loan or the Notes. The Borrower may not voluntarily prepay the Term Loan or any part thereof prior to 18 December 2015 (subject to the partial prepayment on the Closing Date mentioned above). The Borrower The Borrower is a limited liability company incorporated and existing under the laws of Bermuda. The entire issued share capital of the Borrower is held by MWREF Limited, a limited liability company incorporated under the laws of Bermuda ("MWREF"). The entire issued share capital of each of the Property Holding Companies is held by DHCL. The entire issued share capital of DHCL is held by MWREF. Security The Borrower's obligations under the Facility Deed are secured by English law governed fixed and floating charges created by the Borrower over all its assets in favour of the Security Agent. In addition, MWREF has created Bermuda law governed fixed charges over certain of its assets and DHCL (with respect to all of its assets) has created English law governed fixed and floating charges over such assets to secure the Borrower's obligations under the Facility Deed. DHCL has also created pledges (governed by Mauritius law) over the shares of each of the Property Holding Companies. The Borrower's obligations under the Facility Deed are guaranteed by each of the Property Holding Companies and such guarantees are secured by floating charges over all the assets of each such Property Holding Company (governed by Mauritius law), a mortgage (governed by PRC law) over the relevant Property owned by such Property Holding Company and assignments (governed by PRC law) of such Property Holding Company's rights under various contracts, including the Leases and the Insurances. It has not been possible to submit an application to register the Mortgage granted by A17396094/10.0/12 Mar 2014

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Changsha Holding Company Limited in respect of the Property owned by it. See “Risk Factors— Absence of Registration in respect of the Mortgage over the Property owned by Changsha Holding Company Limited.” The Borrower's obligations under the Facility Deed are also guaranteed by DHCL. Disposals by Property Holding Companies (or DHCL) Pursuant to each Deed of Charge (PHC), a Property Holding Company may, in certain limited circumstances, dispose of the Property owned by it. Pursuant to the Deed of Charge (DHCL), DHCL may, in certain limited circumstances, dispose of a Property Holding Company. Such disposal by either a Property Holding Company of a Property or DHCL of a Property Holding Company will result in a partial redemption of the Term Loan (and of any Revolving Credit Loan) and therefore of the Notes. See "Description of the Principal Transaction Documents—Description of the Principal Borrower Documents—Deed of Charge (DHCL)" and “—Deeds of Charge (PHC)”.. Performance Triggers There is no scheduled amortisation of the Term Loan. However, if the Loan to Value Ratio is equal to or exceeds 45 per cent. at any time, the Borrower is required to either prepay part of the Term Loan and part of any Revolving Credit Loan or provide further security in order to cure the Loan to Value Ratio breach. If the DSCR for an Accounting Quarter is below 1.7:1, all excess cash flow of the Borrower will be accumulated in the Accumulation Reserve Account up to the Accumulation Amount. See "Description of the Principal Transaction Documents—Description of the Principal Borrower Documents—Transaction Administration Agreement—Application of Funds—Payments from Accumulation Reserve Account". If the DSCR for an Accounting Quarter is below 1.3:1, it will be an event of default under the Facility Deed. See "Description of the Principal Transaction Documents—Description of the Principal Borrower Documents—Facility Deed—Loan Events of Default". Hedging The Issuer has entered into the Swap Agreements in order to hedge the risk that the Notes are denominated in U.S. dollars and bear interest at a floating rate whereas its principal source of income is from the Term Loan, which is denominated in CNH and accrues interest at a fixed rate during its expected repayment term, and such income is subject to fluctuation in the U.S. dollar to CNH exchange rate. Source of Funds for Payments on the Notes The payment of interest and repayment or prepayment of principal by the Borrower under the Term Loan pursuant to the terms of the Facility Deed and payments by the Swap Provider under the Swap Agreements will provide the primary source of funds for the Issuer to make payments of interest and repayment or prepayments of principal under the Notes. In the event that the Issuer has insufficient funds to make payments of interest on the Notes (and any payments ranking prior to or pari passu with interest on the Notes on any Issuer Payment Date) the Issuer Transaction Administrator on its behalf will, in certain circumstances, draw on the Liquidity Facility (see "Description of the Principal Transaction Documents—Description of the Principal Issuer Transaction Documents—Liquidity Facility Agreement" below for a detailed description of the Liquidity Facility). Security for the Obligations of the Issuer The obligations of the Issuer under the Notes and the Issuer Transaction Documents will be secured in favour of the Security Trustee (for itself and the other Issuer Secured Parties) under the Deed of Charge (Issuer) by the Issuer granting first fixed and floating security over substantially all of its property, undertakings and assets (see "Description of the Principal Transaction Documents— Description of the Principal Issuer Transaction Documents—Deed of Charge (Issuer)" below for a detailed description of the security granted by the Issuer).

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KEY CHARACTERISTICS OF THE NOTES Notes

Initial Principal Amount

CNH Initial Principal Amount Equivalent

Issue Price

Interest Base Rate

Applicable Margin

Additional Margin

Expected Maturity Date

Legal Maturity Date

Moody’s Rating

Class A Notes

U.S.$ 232,000,000

CNH 1,410,400,000

100%

3m USD LIBOR

2.00%

1.5%

17 December 2016

17 December 2021

Aa3(sf)

Class B Notes

U.S.$ 58,000,000

CNH 352,600,000

100%

3m USD LIBOR

2.50%

1.5%

17 December 2016

17 December 2021

A3(sf)

Notes

: The Class A Notes due 2021 and the Class B Notes due 2021 to be issued on or about 17 March 2014 (the "Closing Date") will be secured by the Issuer’s right, title and interest in and to the Term Loan and other assets of the Issuer (together, the "Issuer Secured Property"). See "Issuer Security" below.

Status and Ranking

: The Notes constitute direct, general, limited recourse and secured obligations of the Issuer. Notes of the same class will rank pari passu without any preference or priority among themselves as to payments of interest and principal at all times. The Notes and the Class C Loan will all share the same Issuer Security but, in the event of the Issuer Security being enforced, the Class A Notes shall rank senior to the Class B Notes and the Class C Loan, and the Class B Notes shall rank senior to the Class C Loan.

Use of Proceeds

: The Issuer will apply the proceeds of the issuance of the Notes to acquire, by way of transfer, on the Closing Date, the Term Loan made to the Borrower by the Original Lender on the Initial Drawdown Date (as defined below) and all of the Original Lender’s rights and obligations in respect of the Term Loan under the Facility Deed and the related security.

Interest on Class A Notes

: The Class A Notes will bear interest at a floating rate equivalent to the aggregate of: (a)

a percentage per annum equal to the Applicable Margin for such Class A Notes (as defined in the table above, the “Class A Applicable Margin”); and

(b)

LIBOR for 3-month U.S. dollar deposits.

Until the Expected Maturity Date and prior to the delivery of an Acceleration Notice by the Facility Agent, interest is payable on the Class A Notes quarterly in arrear on the 17th day of each of March, June, September and December (each, an “Issuer Payment Date”) in each year commencing on the Issuer Payment Date falling on 17 June 2014. Following the Expected Maturity Date, an additional margin of 1.5 per cent. per annum will apply. Interest on Class B Notes

: The Class B Notes will bear interest at a floating rate equivalent to the aggregate of: (a)

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a percentage per annum equal to the Applicable Margin

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for such Class B Notes (as defined in the table above, the “Class B Applicable Margin”); and (b)

LIBOR for 3-month U.S. dollar deposits.

Until the Expected Maturity Date and prior to the delivery of an Acceleration Notice by the Facility Agent, interest is payable on the Class B Notes quarterly in arrear on the 17th day of each of March, June, September and December in each year commencing on the Issuer Payment Date falling on 17 June 2014. Following the Expected Maturity Date, an additional margin of 1.5 per cent. per annum will apply. Class C Loan

: Concurrently with the offer of the Notes, the Issuer will separately borrow from one or more lenders (each, a “Class C Lender”) under a CNH440,000,000 loan, the proceeds from which will also be used as described in the paragraph above entitled “Use of Proceeds”, with a term of six calendar years from the Initial Drawdown Date (the “Class C Loan”). The Class C Loan shall rank junior to the Notes. However, where a voluntary prepayment occurs in respect of the Term Loan, proceeds of such prepayment will be applied first to the Class C Loan, then secondly to the Class B Notes, and finally to the Class A Notes.

Redemption on Maturity

: The expected maturity date of the Notes is the Issuer Payment Date in December 2016 (the “Expected Maturity Date”) and the legal final maturity date is the Issuer Payment Date in December 2021 (the “Legal Maturity Date”). Unless previously redeemed in full, the Issuer will redeem each Note, to the extent of available funds and in accordance with the applicable priority of payments, in full on the Expected Maturity Date at its principal amount outstanding plus accrued and unpaid interest as at such date. However, if insufficient funds are available to fully redeem any one or more classes of Notes on such date, the Issuer will continue to make payments of principal and interest on such class or classes of Notes on each succeeding Issuer Payment Date to the extent of available funds and in accordance with the applicable priority of payments until each Note has been redeemed in full at its principal amount outstanding plus accrued and unpaid interest or until the Legal Maturity Date. On the Legal Maturity Date, unless previously redeemed in full, the Issuer will redeem each Note at its principal amount outstanding plus accrued and unpaid interest as at such date.

Priority of Early Redemption upon Prepayment of the Term Loan

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: (A) If prior to the Expected Maturity Date the Borrower voluntarily prepays all or part of the Term Loan, the Issuer shall (i) first, repay (in accordance with the Class C Loan Agreement) the Class C Loan in whole or in part on a pro rata basis as between the Class C Lenders, (ii) secondly, upon prior written notice to the Class B Note Trustee, the Security Trustee and the Class B Noteholders, redeem the Class B Notes at par in whole or in part on a pro rata basis as between the Class B Notes, and (iii) thirdly, upon prior written notice to the Class A Note Trustee, the Security Trustee and the Class A Noteholders, redeem the Class A Notes at

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par in whole or in part on a pro rata basis as between the Class A Notes, in each case (as applicable) on the next Issuer Payment Date up to the amount of such prepayment; or (B) If prior to the Expected Maturity Date the Borrower prepays all or part of the Term Loan for any reason other than a voluntary prepayment, the Issuer shall (i) first, upon prior written notice to the Class A Note Trustee, the Security Trustee and the Class A Noteholders, redeem the Class A Notes at par in whole or in part on a pro rata basis as between the Class A Notes, (ii) secondly, upon prior written notice to the Class B Note Trustee, the Security Trustee and the Class B Noteholders, redeem the Class B Notes at par in whole or in part on a pro rata basis as between the Class B Notes, and (iii) thirdly, repay (in accordance with the Class C Loan Agreement) the Class C Loan in whole or in part on a pro rata basis as between the Class C Lenders, in each case (as applicable) on the next Issuer Payment Date up to the amount of such prepayment. The Borrower may not voluntarily prepay the Term Loan or any part thereof prior to 18 December 2015. Priority of Early Redemption upon Disposals Made in the Course of Enforcement of the Loan Security

: If the Loan Security has become enforceable, the Issuer will continue to make payments of interest and repay principal on each class of Notes on each succeeding Issuer Payment Date to the extent of available funds in accordance with the section below entitled “Pre-enforcement Priority of Payments” until the Notes of such class have been redeemed in full at their principal amount outstanding plus accrued and unpaid interest or until the Legal Maturity Date; provided that if any sale, transfer or disposal, in the course of the enforcement of the Loan Security, of any Property or the shares in any Property Holding Company is made, the Issuer shall use the proceeds (after the deduction of costs, expenses, stamp duty, Taxes and other amounts incurred, payable or required to be deducted from the purchase price in respect of any such sale, transfer or disposal) in order to (i) first, pro rata and pari passu as between themselves, pay the Issuer Agents on that Issuer Payment Date amounts required to satisfy the Issuer Agency Expenses and all other amounts payable to the Issuer Agents by the Issuer under the Issuer Transaction Documents, in each case only to the extent due and unpaid, and whether incurred in connection with the enforcement of the Loan Security or otherwise, (ii) secondly, upon prior written notice to the Class A Note Trustee, the Security Trustee and the Class A Noteholders, redeem the Class A Notes at par in whole or in part on a pro rata basis as between the Class A Notes, (iii) thirdly, upon prior written notice to the Class B Note Trustee, the Security Trustee and the Class B Noteholders, redeem the Class B Notes at par in whole or in part on a pro rata basis as between the Class B Notes, and (iv) fourthly, repay (in accordance with the Class C Loan Agreement) the Class C Loan in whole or in part on a pro rata basis as between the Class C Lenders, in each case (as applicable) on the next Issuer Payment Date up to the amount of such proceeds.

Listing

: Application will be made to the SGX-ST for the listing of and quotation for the Notes on the SGX-ST.

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Withholding Tax

: All payments by the Issuer in respect of the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes unless such withholding or deduction is required by law or agreement by or with a government authority. In such event, the Issuer shall not be obliged to pay any additional amounts to the Noteholders in respect of such withholding or deduction.

Issuer Security

: The obligations of the Issuer under the Issuer Funding Instruments, the Liquidity Facility, the Swap Agreements and the other Issuer Transaction Documents (the “Issuer Secured Obligations”) will be secured by fixed and floating charges (the “Issuer Security”) in favour of the Security Trustee for the benefit of the Noteholders, the Class C Lenders, the Liquidity Facility Provider, the Swap Provider, the Security Trustee, the Note Trustee, the Corporate Services Provider and the Note Agents (together, the “Issuer Secured Parties”) over all of the Issuer’s rights, title and interest in and to: (a)

the Term Loan;

(b)

the Issuer Payment Account;

(c)

the Issuer Expenses Account; and

(d)

all other assets of the Issuer (with certain limited exceptions),

together, the “Issuer Secured Property”. Negative Pledge

: The Issuer will not be permitted to create any security interests over its assets or revenues except as permitted above.

Issuer Accounts

: The Issuer will establish (i) a dual currency (CNH and USD) bank account (the “Issuer Payment Account”) to be held for the purpose of receiving payments on the Term Loan and making payments to the Issuer Secured Parties and (ii) a dual currency (CNH and USD) bank account (the “Issuer Expenses Account”) for the purpose of reserving for and making payments to certain service providers of the Issuer, each with the Issuer Account Bank (initially, Deutsche Bank AG, Hong Kong Branch) or such other eligible entity in Hong Kong rated at least “A3” and “P-1” by Moody’s (the Issuer Payment Account and the Issuer Expenses Account together, the “Issuer Accounts”).

Currency Conversions for Priorities of Payment

: For the purposes of the sections below entitled “Pre-enforcement Priority of Payments” and “Post-enforcement Priority of Payments”, if any payments to be made are to be made in a currency (the “Original Currency”) other than the currency in which a relevant amount held in an Issuer Account is denominated (an “Other Currency”), the Issuer Transaction Administrator is authorised and agrees under the Deed of Charge (Issuer) to effect all foreign exchange transactions at the rate of exchange obtained from the Designated FX Bank by the Issuer Transaction Administrator for the conversion by the Designated FX Bank of the Original Currency into such Other Currency in order to effect such payments.

Pre-enforcement Priority of Payments

: Prior to the serving of an Issuer Enforcement Notice, notwithstanding the security created by the Deed of Charge

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(Issuer), the Issuer Transaction Administrator shall, on behalf of the Issuer in respect of each Issuer Payment Date, arrange the transfer for value from funds standing to the credit of the Issuer Payment Account in or towards the satisfaction of the following items in the following order of priority (and in each case only if payments or provisions of a higher priority have been made in full): (a) first, of amounts required to pay taxes and other administrative costs (including listing fees, rating agency fees, government and regulatory fees necessary to maintain the Issuer and amounts payable to the Corporate Services Provider under the Issuer Administration Agreement, if any) of the Issuer, in each case only to the extent due and unpaid, subject to a cap of CNH 400,000 per annum (being the maximum amount of CNH that may be (i) applied directly for the purposes of this item and/or (ii) converted into an Other Currency at the prevailing rates from time to time before being applied for the purposes of this item, with no double counting of (i) and (ii)); (b) second, pro rata and pari passu as between themselves, to the Issuer Agents on such Issuer Payment Date, of amounts required to pay the Issuer Agency Expenses and all other amounts payable to the Issuer Agents by the Issuer under the Issuer Transaction Documents, in each case only to the extent due and unpaid, subject to a cap of CNH 450,000 per annum (being the maximum amount of CNH that may be (i) applied directly for the purposes of this item and/or (ii) converted into an Other Currency at the prevailing rates from time to time before being applied for the purposes of this item, with no double counting of (i) and (ii)); (c) third, to the Liquidity Facility Provider (unless an LFP Default has occurred and is continuing with respect to the Liquidity Facility Provider) on such Issuer Payment Date, of amounts required to pay all fees, interest and other amounts (other than principal) due to the Liquidity Facility Provider under the Liquidity Facility Agreement; (d)

fourth, pro rata and pari passu as between themselves: (i) to the Principal Paying Agent, acting on behalf of the Class A Noteholders, on the Business Day immediately preceding such Issuer Payment Date, of amounts required to pay interest due on the Class A Notes on such Issuer Payment Date; and (ii) to the Swap Provider on such Issuer Payment Date, of amounts required to pay all amounts (if any) due to the Swap Provider under the Class A Swap Agreement, including all swap break costs, swap termination amounts and other amounts due to the Swap Provider under the Class A Swap Agreement other than Junior Swap Amounts;

(e)

fifth, pro rata and pari passu as between themselves: (i)

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to the Principal Paying Agent, acting on behalf of

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the Class B Noteholders, on the Business Day immediately preceding such Issuer Payment Date, of amounts required to pay interest due on the Class B Notes on such Issuer Payment Date; and (ii) to the Swap Provider on such Issuer Payment Date, of amounts required to pay all amounts (if any) due to the Swap Provider under the Class B Swap Agreement, including all swap break costs, swap termination amounts and other amounts due to the Swap Provider under the Class B Swap Agreement other than Junior Swap Amounts; (f) sixth, to the Liquidity Facility Provider (unless an LFP Default has occurred and is continuing with respect to the Liquidity Facility Provider) or to the Issuer Expenses Account (following a Standby Drawing), as the case may be, on such Issuer Payment Date, of amounts required to pay principal due to the Liquidity Facility Provider under the Liquidity Facility Agreement; (g) seventh, to the Class C Agent, acting on behalf of the Class C Lenders, on such Issuer Payment Date, of amounts required to pay interest due on the Class C Loan on such Issuer Payment Date; (h) eighth, to the Principal Paying Agent, acting on behalf of the Class A Noteholders, on the Business Day immediately preceding such Issuer Payment Date, of amounts required to pay principal due and payable on the Class A Notes on such Issuer Payment Date; (i) ninth, to the Principal Paying Agent, acting on behalf of the Class B Noteholders, on the Business Day immediately preceding such Issuer Payment Date, of amounts required to pay principal due and payable on the Class B Notes on such Issuer Payment Date; (j) tenth, to the Class C Agent, acting on behalf of the Class C Lenders, on such Issuer Payment Date, of amounts required to pay principal due and payable on the Class C Loan on such Issuer Payment Date; (k) to:

eleventh, pro rata and pari passu as between themselves, (i) the Swap Provider, on such Issuer Payment Date, of amounts equal to any Junior Swap Amounts; and (ii) if an LFP Default has occurred and is continuing in respect of the Liquidity Facility Provider, the Liquidity Facility Provider or the Issuer Expenses Account (following a Standby Drawing), as the case may be, on such Issuer Payment Date, of amounts required to pay all amounts due to the Liquidity Facility Provider under the

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Liquidity Facility Agreement; (l) twelfth, of amounts required to pay taxes and other administrative costs (including listing fees, rating agency fees, government and regulatory fees necessary to maintain the Issuer and amounts payable to the Corporate Services Provider under the Issuer Administration Agreement, if any) of the Issuer, in excess of the cap described in paragraph (a) above; and (m) thirteenth, pro rata and pari passu as between themselves, to the Issuer Agents, on such Issuer Payment Date, of amounts required, to pay the Issuer Agency Expenses and all other amounts payable to the Issuer Agents by the Issuer under the Issuer Transaction Documents in excess of the cap described in paragraph (b) above; and (n) fourteenth, provided that all other Issuer Secured Obligations (whether present or future) have been satisfied in full, on such Issuer Payment Date, of excess amounts advanced by the Borrower in respect of certain expenses that are to be returned to the Borrower pursuant to the Facility Deed (if any), provided that the items described in paragraphs (d)(i), (e)(i), (h) and (i) above shall not be prioritised over higher or equal ranking items by virtue of the fact that they are payable to the Principal Paying Agent on the Business Day immediately prior to such Issuer Payment Date; such higher or equal ranking items shall be accounted for and notionally set aside in accordance with their respective priorities until they are applied on such Issuer Payment Date. In addition, it should be noted that in order to make the payments described in paragraphs (d)(i), (e)(i), (h) and (i) above, as long as the Swap Agreements remain in force, it will be necessary for the Issuer Transaction Administrator to make and receive payments under the Swap Agreements on the Swap Payment Date preceding such Issuer Payment Date. The Deed of Charge (Issuer) provides that these steps will be taken by the Issuer Transaction Administrator in such a way that the order of priority set out above is always maintained, despite the fact that payments under the Swap Agreements are made prior to the Issuer Payment Date, by the setting aside of appropriate amounts of funds within the Issuer Payment Account. Note Events of Default

: The occurrence and continuation of any of the events set out in Note Condition 8(a) will constitute a Note Event of Default. Upon delivery by the Security Trustee of an Issuer Enforcement Notice to the Issuer, the Notes will become immediately due and payable.

Post-enforcement Priority of Payments

: Following the serving of an Issuer Enforcement Notice, notwithstanding the security created by the Deed of Charge (Issuer), the Security Trustee shall, in respect of each Issuer Payment Date immediately following the serving of such Issuer Enforcement Notice, arrange the transfer for value from funds standing to the credit of the Issuer Accounts in or towards the satisfaction of the following items in the following order of priority (and in each case only if payments or provisions of a

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higher priority have been made in full): (a) first, of amounts required to pay taxes and other administrative costs (including listing fees, rating agency fees, government and regulatory fees necessary to maintain the Issuer and amounts payable to the Corporate Services Provider under the Issuer Administration Agreement, if any) of the Issuer, in each case only to the extent due and unpaid; (b) second, pro rata and pari passu as between themselves, to the Issuer Agents on that Issuer Payment Date, of amounts required to pay the Issuer Agency Expenses and all other amounts payable to the Issuer Agents by the Issuer under the Issuer Transaction Documents, in each case only to the extent due and unpaid; (c) third, to the Liquidity Facility Provider (unless an LFP Default has occurred and is continuing with respect to the Liquidity Facility Provider) on that Issuer Payment Date, of amounts required to pay all fees, interest, principal and other amounts due to the Liquidity Facility Provider under the Liquidity Facility Agreement; (d)

fourth, pro rata and pari passu as between themselves: (i) to or to the order of the Class A Note Trustee, acting on behalf of the Class A Noteholders, on the Business Day immediately preceding that Issuer Payment Date, of amounts required to pay interest due on the Class A Notes on that Issuer Payment Date; and (ii) to the Swap Provider on that Issuer Payment Date, of amounts required to pay all amounts (if any) due to the Swap Provider under the Class A Swap Agreement, including all swap break costs, swap termination amounts and other amounts due to the Swap Provider under the Class A Swap Agreement other than Junior Swap Amounts;

(e) fifth, to or to the order of the Class A Note Trustee, acting on behalf of the Class A Noteholders, on the Business Day immediately preceding that Issuer Payment Date, of amounts required to pay principal due and payable on the Class A Notes on that Issuer Payment Date; (f)

sixth, pro rata and pari passu as between themselves: (i) to or to the order of the Class B Note Trustee, acting on behalf of the Class B Noteholders, on the Business Day immediately preceding that Issuer Payment Date, of amounts required to pay interest due on the Class B Notes on that Issuer Payment Date; and (ii) to the Swap Provider on that Issuer Payment Date, of amounts required to pay all amounts (if any) due to the Swap Provider under the Class B Swap Agreement, including all swap break costs, swap termination amounts

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and other amounts due to the Swap Provider under the Class B Swap Agreement other than Junior Swap Amounts; (g) seventh, to or to the order of the Class B Note Trustee, acting on behalf of the Class B Noteholders, on the Business Day immediately preceding that Issuer Payment Date, of amounts required to pay principal due and payable on the Class B Notes on that Issuer Payment Date; (h) eighth, to the Class C Agent, acting on behalf of the Class C Lenders, on that Issuer Payment Date, of amounts required to pay interest due on the Class C Loan on that Issuer Payment Date; (i) ninth, to the Class C Agent, acting on behalf of the Class C Lenders, on that Issuer Payment Date, of amounts required to pay principal due and payable on the Class C Loan on that Issuer Payment Date; (j)

tenth, pro rata and pari passu as between themselves, to: (i) the Swap Provider, on that Issuer Payment Date, of amounts equal to any Junior Swap Amounts; and (ii) if an LFP Default has occurred and is continuing in respect of the Liquidity Facility Provider, the Liquidity Facility Provider on that Issuer Payment Date, of amounts required to pay all amounts due to the Liquidity Facility Provider under the Liquidity Facility Agreement; and

(k) eleventh, provided that all other Issuer Secured Obligations (whether present or future) have been satisfied in full, on that Issuer Payment Date, of excess amounts advanced by the Borrower in respect of certain expenses that are to be returned to the Borrower pursuant to the Facility Deed (if any), provided that the items described in paragraphs (d)(i), (e), (f)(i) and (g) above shall not be prioritised over higher or equal ranking items by virtue of the fact that they are payable to the Principal Paying Agent on the Business Day immediately prior to that Issuer Payment Date; such higher or equal ranking items shall be accounted for and notionally set aside in accordance with their respective priorities until they are applied on that Issuer Payment Date. Enforcement of Issuer Security

: Following the delivery by the Security Trustee of an Issuer Enforcement Notice to the Issuer, the Issuer Security shall become enforceable and, subject to "Right of Class C Lenders to Purchase Term Loan" below, the Security Trustee shall, if indemnified and/or secured and/or pre-funded to its satisfaction, enforce the Issuer Security and apply the proceeds of enforcement in accordance with the priority of payments set out in "Post-enforcement Priority of Payments" above. An Issuer Enforcement Notice must be delivered by the Security Trustee if the Issuer Senior Creditors (i.e. the most senior Class then outstanding, with the Class A Noteholders ranking senior to

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the Class B Noteholders, and the Class B Noteholders ranking senior to the Class C Lenders) resolve either (i) to accelerate the relevant Notes or the Class C Loan, as applicable, or (ii) to confirm the prior decision of a junior Class to accelerate the relevant Notes or the Class C Loan, as applicable, in each case in accordance with the Note Conditions or the Class C Loan Agreement, as applicable. Right of Class C Lenders to Purchase Term Loan

: A “Right to Purchase Event” occurs if: (a) an event of default under the Term Loan has occurred or the Loan Security has become enforceable; (b) the Issuer Security has become enforceable; or (c) a Class C Principal/Interest Event of Default (as defined below) has occurred. If a Right to Purchase Event occurs on or before the Expected Maturity Date, the Security Trustee may not liquidate the Issuer Security or accelerate the Term Loan or liquidate the Loan Security until the 45th calendar day following the date that the Class C Lenders are notified by the Class C Agent of a Right to Purchase Event having occurred (or, if earlier, the Expected Maturity Date). The period from the date that the Class C Lenders are notified by the Class C Agent of a Right to Purchase Event having occurred until the 45th calendar day following such date is a “Right to Purchase Period”. Where the same circumstance gives rise to more than one Right to Purchase Event, the Right to Purchase Period shall commence on the date of the first occurrence of any of such events. For the avoidance of doubt, this does not preclude a different circumstance giving rise to any Right to Purchase Event, and consequently a separate Right to Purchase Period. During the Right to Purchase Period, any Class C Lender or group of Class C Lenders may require the Issuer to sell the Term Loan to it, at a price equal to the sum which the Issuer requires in order to fully repay the Notes and the Class C Loan and pay any other amounts owed to the Issuer Secured Parties (the “Right to Purchase”). Where the Right to Purchase has been exercised and the proceeds of sale of the Term Loan have been paid to the Issuer, the Issuer shall use such proceeds to repay the Notes and the Class C Loan and pay any other amounts owed to the Issuer Secured Parties in full in accordance with the priority of payments applicable at the time.

Class C Principal/Interest Event of Default

: The failure to pay any principal or interest amount owed under the Class C Loan when due.

Repayment Date

: The date falling 36 months from the initial utilisation of the Term Loan.

Liquidity Standby Drawings

: Where a Relevant Event has occurred, Standby Drawings may be made under the Liquidity Facility, such drawings being deposited in the Issuer Expenses Account and notionally set aside from all other amounts in that account. Standby Drawings credited to the Issuer Expenses Account are

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available in certain circumstances when a drawing under the Liquidity Facility is required. Upon the occurrence of a Liquidity Facility Event of Default, the Issuer Transaction Administrator or the Security Trustee, as the case may be, shall repay all Standby Drawings standing to the credit of the Issuer Expenses Account to the Liquidity Facility Provider and such amounts will not be available to the Noteholders, the Class C Lenders or the other Issuer Secured Parties. Credit Support Balance

: In the event that (i) a Swap Agreement has been terminated and, as a result, swap break costs and/or a swap termination amount is due to be paid to the Swap Provider, and/or (ii) the conditions requiring the posting or maintenance of collateral by the Swap Provider, pursuant to the ratings downgrade provisions of the Swap Agreement, are no longer applicable, and/or (iii) a net balance of the Credit Support Balance (as defined in the Swap Agreement) remains after the payment by the Swap Provider of swap break costs and/or a swap termination amount, the Security Trustee or the Issuer Transaction Administrator, as the case may be, shall return to the Swap Provider the Credit Support Balance (as defined in the Swap Agreement) held pursuant to the relevant Credit Support Annex and such Credit Support Balance will not be available to the Noteholders or the other Issuer Secured Parties.

Limited Recourse and Non-Petition

: The Security Trustee, the Noteholders, the Class C Lenders, the Liquidity Facility Provider, the Swap Provider and each other Issuer Secured Party shall have recourse only to the remaining and available assets of the Issuer which are the subject of the Issuer Security. If the net proceeds are less than the aggregate amounts payable, none of the parties shall be entitled to take any further steps or legal proceedings to recover any further sum from the Issuer and no debt shall be owed by the Issuer in respect of any such further sum. None of the Security Trustee, any Noteholder, any Class C Lender, the Liquidity Facility Provider, the Swap Provider or any other Issuer Secured Party shall petition a court for, or take any other action for the liquidation or winding-up of, the Issuer or any other bankruptcy or insolvency proceedings with respect to the Issuer until a period of one year and one day after the date on which the Issuer Secured Obligations have been repaid and discharged in full.

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RISK FACTORS In addition to other information in this Offering Circular, investors should carefully consider the following risk factors, together with all other information contained in this Offering Circular, before purchasing the Notes. The risks and uncertainties described below may not be the only ones involved. All risk factors described below are contingencies which may or may not occur and the parties involved are not in a position to express any view on the likelihood of any such contingency occurring. The following is not intended to be exhaustive and prospective purchasers of the Notes should also take independent tax, legal and other relevant advice as to the structure and viability of making an investment in the Notes. This Offering Circular may also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Offering Circular. Limitations of this Offering Circular This Offering Circular is not, and does not purport to be, investment advice. A prospective investor should make an investment in the Notes only after it has determined that such investment is suitable for its investment objectives. Determining whether an investment in the Notes is suitable is a prospective investor's responsibility, even if the investor has received information to assist it in making such determination. Any prospective investor in the Notes should determine for itself the relevance of the information contained in this Offering Circular and make its own appraisal of the creditworthiness of the Issuer, the Note Trustee, the Security Trustee, the Agents, the Note Agents, the Liquidity Facility Provider, the Swap Provider, MWREF, the Manager, the Borrower, DHCL, the Property Holding Companies or any company in the same group of companies as, or affiliated to, such parties or any other party, the terms and conditions of the Notes, the revenue stream and value of the Properties and any other factors relevant to its decision, including the merits and risks involved. A prospective investor should consult with its legal, tax and financial advisers prior to deciding to make an investment in the Notes. This Offering Circular does not purport to contain all information that a prospective investor in the Notes may require in investigating the Issuer, the Properties, the Liquidity Facility Provider, the Swap Provider, MWREF, the Manager, the Borrower, DHCL, the Property Holding Companies or any company in the same group of companies as, or affiliated to, such parties or any other party, prior to making an investment in the Notes. The MWREF OC Information has been provided by MWREF. None of the Issuer, the Arranger, the Lead Manager, the Security Trustee, the Note Trustees, the Swap Provider, the Liquidity Facility Provider, the Issuer Transaction Administrator, the Agents, the Facility Agent, the Security Agent or the Account Bank has separately verified such information nor do they make any representation as to the accuracy and completeness of such information. In the event that the MWREF OC Information is inaccurate, the Noteholders will only have indirect recourse to the Borrower through the security assignment provided by the Issuer in favour of the Security Trustee (who holds that security on behalf of the Noteholders and the other Issuer Secured Parties) over the Issuer’s rights under the Facility Deed. Risks relating to the Notes Liability under the Notes is limited to the Issuer The payment obligations of the Notes will be the obligations of the Issuer and will not be obligations or responsibilities of any other person or entity. In particular, the Notes will not be obligations or responsibilities of, and will not be guaranteed by, the Lead Manager, the Note Trustee, the Security Trustee, the Agents, the Note Agents, the Liquidity Facility Provider, the Swap Provider, MWREF, the Manager, the Borrower, DHCL, the Property Holding Companies or any company in the same group of companies as, or affiliated to, such parties or any other party. None of these persons will accept any liability to the Noteholders whatsoever in respect of any failure by the Issuer to pay any amount due under the Notes. A17396094/10.0

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The Notes are limited recourse obligations of the Issuer Recourse against the Issuer, and the liability of the Issuer, in relation to its obligations under the Notes will be limited to the Issuer Security and the amounts from time to time available in accordance with, and in the order of priority set out in, the Deed of Charge (Issuer). Noteholders will have no claim or recourse against the Issuer in respect of any unsatisfied amounts after the application in accordance with the Deed of Charge (Issuer) of the funds comprising the Issuer Security and/or representing the proceeds of realisation thereof. In such event, and following liquidation of the available funds and extinguishment of the remaining obligations under the Notes, all other outstanding obligations of the Issuer will be waived and extinguished. Limited liquidity of the Notes The Notes comprise a new issue of securities for which there is no current public market. There can be no assurance regarding the future development of the market in the Notes or the ability of the Noteholders, or the price at which the Noteholders may be able, to sell their Notes. Even if a market for the Notes does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable with similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. The market value of the Notes may fluctuate depending on factors including, among others: (a)

prevailing interest rates;

(b)

the credit quality of the tenants of the Properties;

(c)

the financial condition and stability of the PRC property market;

(d)

political and economic developments in the PRC; and

(e)

market conditions for similar securities.

Consequently, any sale of the Notes by the Noteholders in any secondary market which may develop may be at a discount from the original purchase price of such Notes and an investor in the Notes must be prepared to hold the Notes for an indefinite period of time or until their maturity. Application will be made to the SGX-ST for the listing of and quotation for the Notes on the SGX-ST. The Issuer does not intend to apply for listing of the Notes on any stock exchange other than the SGXST. Inflation risk Noteholders may suffer erosion on the return of their investments due to inflation. Noteholders would have an anticipated rate of return based on expected inflation rates on the purchase of the Notes. An unexpected increase in inflation could reduce the actual returns. The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (a)

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained in this Offering Circular or any applicable supplement to this Offering Circular;

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(b)

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio;

(c)

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;

(d)

understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and

(e)

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The Notes are complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor’s overall investment portfolio. Modification The terms and conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Noteholders have limited recourse against the Issuer’s obligations There may be insufficient moneys to meet the payment obligations under the Notes following an enforcement of the Issuer Security. The moneys in the Issuer Accounts and any other moneys received by the Issuer are the only assets available to the Issuer to support its obligations in respect of the Notes and, in the event of the enforcement of the Issuer Security, the Security Trustee will have recourse only to the Issuer Security. Subordination The payment of principal and interest on the Notes are subordinated to payments towards taxes and other senior expenses payable to other parties (subject, before the enforcement of the Issuer Security, to an annual cap). See “Transaction Overview—Pre-enforcement Priority of Payments” and “Transaction Overview—Post-enforcement Priority of Payments” above. Withholding taxes under the Notes In the event that withholding taxes are imposed on payments to Noteholders of amounts due under the Notes (including withholding taxes due to the U.S. Foreign Account Tax Compliance Act (“FATCA”)), the Issuer will withhold or deduct the relevant amount from such payment. The Issuer is not obliged to make any additional payments as a result of the imposition of such withholding taxes on the Notes. See “U.S. Foreign Account Tax Compliance Withholding” below. The assets of the Issuer may be insufficient to redeem the Notes at their expected value upon an event of default There is no assurance that, upon any event of default of the Issuer with respect to the Notes, the assets available to the Issuer will be sufficient to redeem the Notes in an amount that the holders thereof would have expected to receive in the event that the Notes redeemed in accordance with their terms on the Expected Maturity Date (or, if applicable, the date of early redemption). 23

Payments in respect of the Notes will only be made to investors in the manner specified in the Notes All payments to investors in respect of the Notes will be made solely by electronic funds transfer to the registered U.S. dollar account of each Noteholder or (if an electronic funds transfer is not possible) by cheque, in each case in accordance with prevailing rules and regulations. The Issuer cannot be required to make payment by any other means. The Notes will initially be represented by the Global Notes and holders of a beneficial interest in the Global Notes must rely on the procedures of the clearing system The clearing system will maintain records of the beneficial interests in the Global Notes. While the Notes are represented by the Global Notes, investors will be able to trade their beneficial interests only through the clearing system. While the notes are represented by the Global Notes the Issuer will discharge its payment obligations under the Notes by making payments to the relevant participants of such clearing system for distribution to their account holders. A holder of a beneficial interest in the Global Notes must rely on the procedures of the relevant clearing system to receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes. Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant clearing system to appoint appropriate proxies. Changes in English law, which governs the Notes, may adversely affect holders of the Notes The Notes and all non-contractual obligations arising out of or in connection with them will be governed by English law. No assurance can be given as to the impact of any possible judicial decision or change to English law or procedural practice after the date of the issue of the Notes. The ratings of the Notes may be changed at any time The ratings assigned to the Notes by the Rating Agency are based primarily on the Rating Agency's views of: (a)

the credit quality and diversification of the tenants and the Properties;

(b)

the assessment of relevant structural features of the transaction; and

(c)

the likelihood of the payment of interest and principal on the Notes in a full and timely manner.

The ratings are not a recommendation to purchase, hold or sell the Notes, as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will be sustained for any given period of time or that the ratings will not be lowered or withdrawn entirely by the Rating Agency if, in its judgement, circumstances in the future so warrant. Any decline in the financial condition of the Issuer or the insolvency of the Issuer may impair the ability of the Issuer to make payments to the Noteholders under the Notes and/or result in a downgrading of the ratings of the Notes. A rating does not address the risk of prepayment or the possibility that Noteholders might suffer a lower than anticipated yield. Rating agencies other than the Rating Agency could elect to rate the Notes and, if such "shadow ratings" are lower than the comparable ratings assigned to the Notes by the Rating Agency, such ratings could have an adverse effect on the value of the Notes. There is no specific obligation on the part of the Issuer, the Lead Manager, the Note Trustee, the Security Trustee or any other person or entity to maintain or procure maintenance of any rating of the Notes. Any reduction or withdrawal of a rating will not constitute a Note Event of Default with respect to the Notes or an event requiring the Issuer to redeem the Notes.

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Payments on the Notes depend on Rental Collections and performance of contractual obligations under the Transaction Documents and the Issuer Transaction Documents The ability of the Issuer to meet its obligations to pay interest and principal on the Notes will depend on timely receipt of payments under the Facility Deed and the Swap Agreements and on the due performance by the other parties to the Transaction Documents and the Issuer Transaction Documents of their obligations thereunder. The ability of the Borrower to meet its obligations under the Facility Deed will depend on the cash flow generated from the Rental Collections. The obligations of the Borrower under the Term Loan are paid in CNH, and interest is calculated on the basis of a rate comprised of the weighted average rate per annum (calculated on the basis of the principal amount outstanding of the Issuer Funding Instruments) of the fixed rates under the Swap Agreements and the interest rate under the Class C Loan. The Issuer is reliant on the Swap Agreements to exchange amounts received under the Term Loan into amounts due under the Notes. In addition, under certain circumstances, the Issuer will be entitled to make a drawing under the Liquidity Facility in order to meet its obligations on the relevant Issuer Payment Date. No assurance can be given that the Available Liquidity Facility will be sufficient to enable the Issuer to meet its obligations to pay interest on any class of Notes and any payments ranking prior to or pari passu with interest on such class of Notes. In addition, no assurance can be given that the Liquidity Facility Provider or the Swap Provider will comply with their obligations under the Liquidity Facility Agreement or the Swap Agreements, as the case may be. In either event, the Issuer may be unable to make payment in full of interest or principal on one or more classes of Notes or at all. Noteholders will not have a direct claim against the Liquidity Facility Provider or the Swap Provider or be able to directly enforce the Loan Security. Payments of principal and interest on different classes of Notes rank differently Prior to the enforcement of the Issuer Security: •

Class A Noteholders and Class B Noteholders should be aware that their right to receive principal and interest payments in respect of the Notes ranks behind various expenses, fees, taxes and other costs incurred by the Issuer in connection with the issue of the Notes and the related Transaction Documents as well as the payments to be made by the Issuer under the Liquidity Facility.

•

Class B Noteholders should be aware that their right to receive interest payments ranks behind the right of Class A Noteholders to receive interest payments.

•

Class B Noteholders should be aware that their right to receive principal payments ranks behind the right of Class C Lenders to receive interest payments, and behind the right of Class A Noteholders to receive principal payments and the right of the Swap Provider to receive payments pursuant to the Class A Swap Agreements.

•

Class A Noteholders should be aware that their right to receive principal payments ranks behind the right of Class C Lenders to receive interest payments.

•

The Issuer Funding Instruments will only accelerate if the Issuer Senior Creditors (which, as of the issue date of the Notes, will be the holders of the Class A Notes) give acceleration instructions to the relevant Note Trustee or Class C Agent (as the case may be), and other Issuer Secured Parties will not be able to accelerate any Issuer Funding Instruments held by them if the Issuer Senior Creditors do not give acceleration instructions.

Following the enforcement of the Issuer Security: •

The Security Trustee will only take instructions from the Issuer Senior Creditors in relation to the enforcement of the Issuer Security, and will not act on the instructions of any other Issuer Secured Party.

•

Class A Noteholders and Class B Noteholders should be aware that their right to receive principal and interest payments in respect of the Notes ranks behind various expenses, fees, taxes and other costs incurred by the Issuer in connection with the issue of the Notes and the related 25

Transaction Documents as well as the payments to be made by the Issuer under the Liquidity Facility. •

Class B Noteholders should be aware that their right to receive principal and interest payments ranks behind the right of Class A Noteholders to receive principal and interest payments and the right of the Swap Provider to receive payments pursuant to the Class A Swap Agreements.

The limited recourse nature of the Issuer’s obligations means that, upon enforcement of the Issuer Security, a lower ranking Noteholder may not be paid all or any of what is due to it in terms of principal and interest whilst a higher ranking Noteholder is paid all or some of what is due to it in terms of principal and interest. Prepayments of the Term Loan If the Borrower prepays all or part of the Term Loan otherwise than by way of voluntary prepayment, the Class A Notes will be redeemed proportionally on a pro rata basis as between them; further proceeds will then be applied to redeeming the Class B Notes proportionally on a pro rata basis as between them; any further proceeds will be applied to the repayment of the Class C Lenders on a pro rata basis as between them. The Class B Noteholders should be aware that the Class A Notes may be redeemed in full following a partial prepayment of the Term Loan whilst the Class B Notes remain wholly or partially outstanding. By contrast, if the Borrower prepays all or part of the Term Loan by way of voluntary prepayment, the Class C Lenders will be repaid first on a pro rata basis as between them; further proceeds will then be applied to redeeming the Class B Notes proportionally on a pro rata basis as between them; any further proceeds will be applied to redeeming the Class A Notes proportionally on a pro rata basis as between them. The Class A Noteholders should be aware that the Class C Loan and the Class B Notes may be repaid/redeemed in full following a partial voluntary prepayment of the Term Loan whilst the Class A Notes remain wholly or partially outstanding; the Class B Noteholders should be aware that the Class C Loan may be repaid in full following a partial voluntary prepayment of the Term Loan whilst the Class B Notes remain wholly or partially outstanding. Credit risk of Swap Provider In the event that the Swap Provider fails to perform its obligations under the relevant Swap Agreement, the Issuer may have insufficient funds available to make payments under one or more classes of Notes. A Swap Agreement may be terminated If a Swap Agreement is terminated, the Issuer may be obliged to pay swap break costs and a swap termination amount to the Swap Provider. Any swap break costs and swap termination amounts required to be paid by the Issuer following termination of a Swap Agreement (i) in relation to the Class A Notes will rank pari passu with payments of interest due on the Class A Notes (except where the Swap Provider is the Defaulting Party or sole Affected Party (except termination for Illegality or Tax Event)) and (ii) in relation to the Class B Notes will rank pari passu with payments of interest due on the Class B Notes (except where the Swap Provider is the Defaulting Party or sole Affected Party (except termination for Illegality or Tax Event)). Payments of principal on either class of Notes rank junior to payments of such swap break costs and swap termination amounts. Such swap break costs and swap termination amounts may therefore affect the funds which the Issuer has available to make payments of both interest and principal due on the Notes. The Issuer has no operating history The Issuer is a newly formed entity with no operating history and no material assets other than the Term Loan. The Issuer will not engage in any business activity other than the issuance of the Notes and the borrowing of the Class C Loan, certain activities conducted in connection with the payment of amounts in respect of the Notes and the Class C Loan and other activities incidental or related to the foregoing. Income derived from payments on the Term Loan under the Facility Deed will be the Issuer's principal source of funds. 26

No investigation has been made in respect of the Issuer No investigation, and limited searches and enquiries, have been made by or on behalf of the Issuer and the Lead Manager, and no investigations, searches and enquiries have been made by or on behalf of the Note Trustee, the Security Trustee, the Agents or the Note Agents, in respect of the Issuer or the Issuer Security. The Note Trustee, the Security Trustee, the Agents and the Note Agents will not be bound or concerned to make any investigation into the creditworthiness of any party in respect of the Issuer Security, the validity of any of such party's obligations under or in respect of the Issuer Security or any of the terms of the Issuer Security. Prospective investors should take their own tax, legal, accounting and other relevant advice as to the structure and viability of the Notes and the collateral therefor and their investment therein. Availability of Liquidity Facility Pursuant to the terms of the Liquidity Facility Agreement, the Liquidity Facility Provider will provide a committed eight-year facility for drawings to be made in the circumstances described in "Description of the Principal Transaction Documents—Description of the Principal Issuer Transaction Documents—Liquidity Facility Agreement". The Liquidity Facility will, however, be subject to a maximum aggregate principal amount of CNH276,000,000 (or its equivalent in another currency). The Liquidity Facility is not available to meet shortfalls in principal of the Notes. Credit risk of Liquidity Facility Provider In the event that there is a default by the Liquidity Facility Provider in the performance of its obligations under the Liquidity Facility Agreement, there is no assurance that the Issuer will be able to make payment of interest due in respect of the Notes in a timely manner or at all. Refinancing risk Unless previously repaid, the Borrower will be required to repay the Term Loan and any Revolving Credit Loan on the Repayment Date. The ability of the Issuer to redeem the Notes on the Expected Maturity Date is dependent on the repayment in full of the Term Loan and any Revolving Credit Loans by the Borrower. Payments by the Borrower with respect to the Term Loan and any Revolving Credit Loans rank pari passu. The ability of the Borrower to repay the Term Loan and any Revolving Credit Loans in their entirety on the Repayment Date will depend upon, amongst other things, its ability to find a lender (or lenders) willing to lend to the Borrower sufficient funds to enable repayment of the Term Loan and any Revolving Credit Loans. If the Borrower cannot find such a lender (or lenders), then the Borrower may be obliged, in circumstances which may not be advantageous, to sell its assets in order to repay the Loans. Failure by the Borrower to refinance the Loans on or prior to the Repayment Date may result in the Borrower defaulting on the Term Loan. In the event of such a default, the Noteholders of one or more classes of Notes may receive, by way of principal repayment, an amount less than the then Principal Amount Outstanding on such classes of Notes and the Issuer may be unable to pay in full interest due on such classes of Notes. Enforcement of remedies Enforcement of available remedies under the Mortgages, the Security Documents, the Note Trust Deed or the Notes, including the sale of one or more of the Properties, could result in delays in recovery of amounts owed to the holders of the Notes by the Issuer. There is no assurance that all amounts secured will be recovered upon such enforcement, and funds received may not be sufficient to make all required payments in respect of the Notes. Right to Purchase Period If (i) an event of default under the Term Loan has occurred or the Loan Security has become enforceable, (ii) the Issuer Security has become enforceable or (iii) a Class C Principal/Interest Event of Default has occurred (each a “Right to Purchase Event”), the Security Trustee shall no later than one Business Day after (in the case of (i) or (iii) above) being notified of such event or (in the case of (ii) above) occurrence of the same notify the Note Trustees and the Class C Agent of such fact. Each Note Trustee and the Class C Agent shall in turn notify the Noteholders of the relevant class or the 27

Class C Lenders (as the case may be) of receipt of such notice from the Security Trustee no later than two Business Days after such receipt. The period from the date that the Class C Lenders are notified by the Class C Agent of a Right to Purchase Event having occurred until the 45th calendar day following such date is a "Right to Purchase Period". During the Right to Purchase Period, any Class C Lender or a group of Class C Lenders may require the Issuer to sell the Term Loan to it. If a Right to Purchase Event occurs on or prior to 17 December 2016, the Security Trustee is not permitted to take certain enforcement action until the 45th calendar day following the date that the Class C Lenders are notified by the Class C Agent of a Right to Purchase Event having occurred (or, if earlier, the Expected Maturity Date). This may lead to a delay in recovery of amounts owed to the holders of the Notes by the Issuer. U.S. Foreign Account Tax Compliance Withholding Whilst the Notes are in global form and held within the clearing systems, in all but the most remote circumstances, it is not expected that the new reporting regime and potential withholding tax imposed by Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (“FATCA”) will affect the amount of any payment received by the clearing systems (see section of this Offering Circular entitled “Taxation—United States Tax Considerations for Investors”). However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. Investors should consult their own tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them. The Issuer’s obligations under the Notes are discharged once it has paid the common depositary or common safekeeper for the clearing systems (as registered holder of the Notes, as the case may be) and the Issuer has therefore no responsibility for any amount thereafter transmitted through the clearing systems and custodians or intermediaries. The Cayman Islands entered into a Model 1 intergovernmental agreement (the “IGA”) with the United States on 29 November 2013. The terms of the IGA are broadly similar to those agreed with the United Kingdom and the Republic of Ireland. Under the terms of the IGA (which, although signed, still needs to be approved by both jurisdictions), the Issuer will not be required to enter an agreement with the IRS, but may instead be required to register with the IRS to obtain a Global Intermediary Identification Number (“GIIN”) and then comply with Cayman Islands legislation that is to be implemented to give effect to the IGA. The terms of such legislation are at this stage still uncertain and it is not yet clear whether the Issuer will be a certified deemed compliant entity with no reporting required or a registered deemed compliant entity which would require the Issuer to report to the Cayman Islands Tax Information Authority, which will exchange such information with the IRS under the terms of the IGA. To the extent the Issuer cannot be treated as a certified deemed compliant entity, the Issuer would be a "Reporting Cayman Islands Financial Institution" (as defined in the IGA). As such, the Issuer can effect registration with the IRS to obtain a GIIN through to the end of 2014. Under the terms of the IGA, withholding will not be imposed on payments made to the Issuer, or on payments made by the Issuer to the Noteholders (other than perhaps certain passthru withholding), unless the IRS has specifically listed the Issuer as a non-participating financial institution, or the Issuer has otherwise assumed responsibility for withholding under United States tax law.

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Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in respect of the Notes In Europe, the U.S. and elsewhere there is increased political and regulatory scrutiny of the assetbacked securities industry. This has resulted in numerous measures for increased regulation which are currently at various stages of implementation and which may have an adverse impact on the regulatory capital charge to certain investors in certain securitisation exposures and/or the incentives for certain investors to invest in securities issued under such structures, and may thereby affect the liquidity of such securities. Investors in the Notes are responsible for analysing their own regulatory position and none of the Issuer, the Arranger and the Lead Manager, or any of the parties to the transaction makes any representation to any prospective investor or purchaser of the Notes regarding the regulatory capital treatment of their investment in the Notes on the Closing Date or at any time in the future. Such regulation includes Articles 404-410 of the Capital Requirements Regulation (the “CRR”), which provide that an EU credit institution shall only be exposed to the credit risk of a securitisation position if (a) the originator, sponsor or original lender has represented that it will retain, on an ongoing basis, a material net economic interest in the securitisation of not less than 5 per cent. and (b) it is able to demonstrate to its regulator on an on-going basis that it has a comprehensive and thorough understanding of the key terms, risks and performance of each securitisation position in which it is invested. Failure by an EU credit institution investor to comply with the requirements of Articles 404410 of the CRR in relation to any applicable investment will result in an increased capital charge to or increased risk-weighting applying to such investor in respect of that investment. Similar requirements to those set out in Articles 404-410 of the CRR have been implemented for EU-regulated alternative investment fund managers by Section 5 of Regulation (EU) No 231/2013 (the “AIFMR”) and are expected to be implemented for other EU-regulated investors, including insurance or reinsurance undertakings and UCITS. No retention representation of the sort referred to in the preceding paragraph has been made in relation to this transaction. The Issuer has considered, and obtained legal advice as to, the applicability of Articles 404-410 of the CRR and Section 5 of the AIFMR to this transaction and is of the opinion that the Notes do not constitute an exposure to a “securitisation position” for the purposes of Articles 404-410 of the CRR and Section 5 of the AIFMR. This is on the basis (amongst other things) that payments under the Notes are not dependent upon the performance of an exposure or pool of exposures, but rather upon the performance of the Borrower’s general business in owning, operating and managing the Properties. In particular, (i) payments under the Notes are not dependent upon the performance of the Term Loan (which effectively acts as a pass-through instrument); (ii) the Leases do not represent exposures or a pool of exposures being securitised, since they do not exist as a portfolio of static receivables on their own, isolated for the benefit of the Issuer (and therefore the Noteholders of the Notes) but are instead part of the general business of owning, operating and managing the Properties, the success of which as a business will ultimately determine whether or not the holders of the Notes are repaid in full; and (iii) Recital 50 of the CRR states that “an exposure that creates a direct payment obligation for a transaction or scheme used to finance or operate physical assets should not be considered an exposure to a securitisation, even if the transaction or scheme has payment obligations of different seniority”: the issue of the Notes, together with the Term Loan, creates a direct payment obligation of the Borrower the proceeds of which will be used, inter alia, to finance and operate the Properties, being physical assets. The Issuer is therefore of the opinion that the requirements of Articles 404-410 of the CRR and Section 5 of the AIFMR should not apply to investments in the Notes. However, investors should be aware that the regulatory capital treatment of any investment in the Notes will be determined by the interpretation which an investor’s regulator places on the provisions of the CRR and the AIFMR. Prospective investors should therefore be aware that should the relevant investor’s regulator interpret the regulations such that Articles 404-410 of the CRR and Section 5 of the AIFMR do apply to an investment in the Notes, significantly higher capital charges may be applied to that investor’s holding. Although market participants have, in consultations relating to these regulatory reforms, requested guidance on the structures captured by the definitions, no definitive guidance has been forthcoming. Therefore some uncertainty remains as to which transactions are subject to Articles 404-410 of the CRR. 29

Investors in the Notes are responsible for analysing their own regulatory position and independently assessing and determining whether or not Articles 404-410 of the CRR or Section 5 of the AIFMR will be applied to their exposure to the Notes and therefore prospective investors should not rely on the Issuer’s interpretation set out above. Further, the Arranger and Lead Manager and their affiliates do not make any representation in respect of the application of Articles 404-410 of the CRR and Section 5 of the AIFMR to any investment in the Notes. Investors should consult their regulator should they require guidance in relation to the regulatory capital treatment that their regulator would apply to an investment in the Notes. Articles 404-410 of the CRR and Section 5 of the AIFMR and/or any further changes to the regulation or regulatory treatment of the Notes for some or all investors may negatively impact the regulatory position of individual investors and, in addition, have a negative impact on the price and liquidity of the Notes in the secondary market. No assurance can be given that further changes will not be made to the CRR or AIFMR which could impact holders of the Notes. Changes to the Basel II Framework may affect the capital and/or the liquidity requirements associated with a holding of the Notes for certain investors In 1988, the Basel Committee adopted capital guidelines that explicitly link the relationship between a bank’s capital and its credit risks. In June 2006, the Basel Committee finalised and published new risk adjusted capital guidelines (“Basel II”). Basel II includes the application of risk-weighting which depends upon, amongst other factors, the external or, in some circumstances and subject to approval of supervisory authorities, internal credit rating of the counterparty. The revised requirements also include allocation of risk capital in relation to operational risk and supervisory review of the process of evaluating risk measurement and capital ratios. More recently, the Basel Committee has approved significant changes to the Basel II framework (such changes being commonly referred to as “Basel III”) including new capital and liquidity requirements intended to reinforce capital standards and to establish minimum liquidity standards and a minimum leverage ratio for financial institutions. In particular, the changes include new requirements for the capital base, measures to strengthen the capital requirements for counterparty credit exposures arising from certain transactions and the introduction of a leverage ratio as well as short-term and longer-term standards for funding liquidity (referred to as the “Liquidity Coverage Ratio” and the “Net Stable Funding Ratio” respectively). Member countries have been required to implement the new capital standards from January 2013, and will be required to implement the new Liquidity Coverage Ratio from January 2015 and the Net Stable Funding Ratio from January 2018. The Basel Committee is also considering introducing additional capital requirements for systemically important institutions. The European authorities have implemented Basel III via a new capital requirements directive (the “CRD4”) and a capital requirements regulation (the “CRR”). The requirements of the CRD4 and the CRR and taking effect in stage beginning on 1 January 2013, with full implementation by 1 January 2019. Basel III, the CRD4 and the CRR may have an impact on incentives to hold the Notes for investors that are subject to requirements that follow the revised framework and, as a result, they may affect the liquidity and/or value of the Notes. In general, investors should consult their own advisers as to the regulatory capital requirements in respect of the Notes and as to the consequences to and effect on them of Basel III, the CRD4, the CRR and any implementing measures. No predictions can be made as to the precise effects of such matters on any investor or otherwise. The Security Trustee may request Noteholders to provide an indemnity and/or security and/or pre-funding to its satisfaction In certain circumstances, the Security Trustee may (at its sole discretion) request Noteholders to provide an indemnity and/or security and/or pre-funding to its satisfaction before it takes actions on behalf of Noteholders. The Security Trustee shall not be obliged to take any such actions if not indemnified and/or secured and/or pre-funded to its satisfaction. Negotiating and agreeing to an indemnity and/or security and/or pre-funding can be a lengthy process and may impact on when such actions can be taken. The Security Trustee may not be able to take actions, notwithstanding the provision of an indemnity or security or pre-funding to it, in breach of the terms of the Deed of Charge (Issuer) and in circumstances where there is uncertainty or dispute as to the applicable laws or 30

regulations and, to the extent permitted by the agreements and the applicable law, it will be for the Noteholders to take such actions directly. Risks relating to the Properties The due diligence exercise on buildings and properties may not have identified all material defects, breaches of laws and regulations and other deficiencies The Manager instructed EC Harris, a leading international built asset consultancy, to conduct a defined scope due diligence exercise on the physical condition of all of the Properties. Such due diligence involved surveys and inspections conducted by both building surveyors and building services engineers. The limited due diligence exercise included a defined building consultancy review for each Property which comprised: (i) a non-intrusive, visual survey of the general condition of the relevant Property, including building services installations; (ii) an estimation of the cost of repairs and maintenance, including replacements of major plant and equipment, over the next seven years; and (iii) a limited environmental assessment. EC Harris was also instructed to carry out defined inspections of the Properties which took place in October 2013. Due to the nature of the surveys and inspections, there is no guarantee that all defects, breaches and deficiencies in the Properties are identified and disclosed. It could mean, for example, that the Property Holding Companies may be required to expend significant costs to rectify any defects, breaches and deficiencies and/or that the resale value of the Properties may be less than expected. The ability of the Property Holding Companies to collect rentals and remit such rentals outside the PRC is dependent on the Managing Agents and is subject to factors outside their control None of the Property Holding Companies have a bank account or directly engage in rental collection activities in the PRC. Consequently, the Property Holding Companies have appointed the Managing Agents to collect rentals from the Property Holding Companies' tenants, convert such Renminbi rentals into foreign currency and remit such foreign currency to bank accounts of the Property Holding Companies outside the PRC. None of the Property Holding Companies guarantees that the Managing Agents will meet their obligations to collect and pay such rentals to the Property Holding Companies. Under current PRC laws and regulations, the remittance of rental receipts may be effected without prior approval of the State Administration of Foreign Exchange (“SAFE”), provided that certain procedures (including registration of the relevant leases with the appropriate PRC government authorities and completion of tax recordal filing for cross-border remittances of U.S.$50,000 and above and submission of tax payment proof in relation to the rentals received) are followed. There can be no assurance that current PRC laws and regulations which permit such repatriation of rental receipts will not be abolished or amended. See "Changes in foreign exchange regulations may adversely affect the results or operations of the Property Holding Companies" below. In addition, if a Managing Agent resigns or has its appointment as rental collection agent terminated, the Property Holding Companies would have to appoint a replacement rental collection agent with appropriate licences to collect rentals and, after conversion, remit such rentals to the Property Holding Companies outside the PRC. Although there are a number of third parties who currently offer such services, failure by the Property Holding Companies to appoint another rental collection agent on a timely basis or at all could have a material adverse effect on the financial condition, results of operations and prospects of the Property Holding Companies. None of the Property Holding Companies, the Borrower or the Issuer has any security interest in the bank accounts of the Managing Agents Rentals are collected and paid into the Local Collection Accounts and then the Southern Central Collection Account and Northern Central Collection Account, respectively (the Local Collection Accounts, the Southern Central Collection Account and the Northern Central Collection Account are collectively referred to as the “Collection Accounts”). The Collection Accounts were opened and are maintained and operated by the relevant Managing Agents in their own name, for and on behalf of the relevant Property Holding Companies pursuant to the relevant Agency Agreements. The Agency 31

Agreements provide that the Managing Agents will remit funds from the Local Collection Accounts to the Central Collection Accounts within a specified time period. See "Collection of Rentals". Neither of the Managing Agents is rated by any Rating Agency and the Property Holding Companies do not hold any security interest over any of the local bank accounts used by the Managing Agents. Although the Agency Agreements obligate the Managing Agents as agent for the relevant Property Holding Companies to use Collection Accounts exclusively for the rental incomes and other incomes of the relevant Property Holding Companies, no assurance can be given that such money will not, in contravention of the terms of the Agency Agreements, become commingled with other money held by a Managing Agent either as agent or on its own account and as a result, it may be difficult to identify the owners of such money. Under such situation, if a creditor of a Managing Agent or a creditor of the third party who has also placed money with the Managing Agent claims against the Managing Agent or such third party, upon request by such creditor, the PRC courts may attach or freeze such commingled account(s) to protect the interests of the creditor. In these circumstances, until the PRC courts release the attachment or freeze on the commingled account(s) or return the money that belongs to the relevant Property Holding Companies, or a replacement Managing Agent is appointed, and notice is given to tenants, the relevant Property Holding Companies may experience a delay or reduction in the receipt of Rental Collections and therefore, ultimately, the Borrower may be unable to make interest payments due on the Term Loan and the Revolving Credit Loans in full or at all. The ability of the Property Holding Companies to make payments to the Borrower is dependent on the receipt of rentals from their tenants and this may be adversely affected by the loss of their tenants or a downturn in the business of their tenants The Property Holding Companies are dependent to a significant degree on a limited number of tenants. The 10 largest tenants of the Properties account for a significant proportion of the total monthly base rental income from the Properties. Each Property Holding Company's financial condition, results of operations and ability to remit rentals may be adversely affected by the insolvency or downturn in the business of tenants whose rents make up a material proportion of the operating income of the Properties, by the decision by such tenants not to renew their Leases, or to terminate their Leases before they expire, including, in the case of one major tenant, the early termination right exercisable by the tenant in the sixth year of its Lease and thereafter, and in the case of other major tenants, the early termination right exercisable if the tenant is continually loss-making. If the sales of stores operating in the Properties were to decline significantly, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of defaults by tenants whose rents make up a material proportion of the operating income of the Properties, the relevant Property Holding Company is likely to experience delays and incur costs in enforcing its rights as lessor. Any of these factors may have a material adverse effect on the financial condition, results of operations and prospects of each Property Holding Company and hence on the ability of the Property Holding Companies to make payments to the Borrower and ultimately on the ability of the Issuer to make payments in respect of the Notes. There may be uninsured or under-insured losses The Property Holding Companies have taken out the Insurances for the Properties, including for the risks associated with property damage, machinery damage, business interruption and public liability. However, there is no assurance that insurance against some or all of these risks will in the future continue to be available, or be available in amounts that are equal to the full market value or replacement cost of the insured assets. In addition, there can be no assurance that the particular risks which are currently insured will continue to be insurable on an economically feasible basis or at all. There is also a risk that the Property Holding Companies could suffer material losses in excess of the scope of the coverage of current insurance policies. Income from, and expenditures in relation to, the Properties may not be as expected, which may have a material adverse effect on the financial condition, results of operations and prospects of each Property Holding Company and hence on payments by the Property Holding Company to the Borrower Income from, and expenditure in relation to, the Properties may be adversely affected by the general economic climate, local conditions such as over-supply of properties or reduction in demand for 32

properties in the markets in which each Property Holding Company has invested, the attractiveness of each Property Holding Company's property to tenants, management style, competition from other available properties, untimely collection of rent, changes in laws, increased operating costs (including taxes) and expenses and other factors. In addition, income from real estate may be affected by such factors as the cost of regulatory compliance, interest rate levels and the availability of financing. Each Property Holding Company's income would be adversely affected if a significant number of tenants were unable to pay rent or its Property could not be rented out on favourable terms. Furthermore, if a Property Holding Company is not entitled to income from advertising space, this may have an adverse impact on that Property Holding Company. These factors may have a material adverse effect on the financial condition, results of operations and prospects of each Property Holding Company and hence on the ability of the Property Holding Companies to make payments to the Borrower. Changes in PRC taxation regulations may adversely affect the results of operations of the Property Holding Companies There are five major types of taxes which are applicable to each of the Property Holding Companies in respect of the property ownership and the rental income earned by the Property Holding Companies in the PRC, being business tax (plus local surcharges), urban township land use tax, real estate tax, stamp duty and corporate income tax collected on a withholding basis (withholding tax). Each of the Property Holding Companies is currently subject to a withholding tax of 10.0 per cent. of its gross rental income. See "Collection of Rentals". Changes in the tax treatment of the Property Holding Companies in the PRC (including the potential value added tax reform to be implemented in the real estate industry) could potentially reduce the rental or other income of the Property Holding Companies and ultimately affect the ability of the Borrower to make payments under the Term Loan and therefore of the Issuer to make payments due in respect of the Notes. The Property Holding Companies may be adversely affected by the illiquidity of real estate investments Real estate investments are relatively illiquid. Such illiquidity may affect DHCL's ability to sell a Property Holding Company or a Property Holding Company's ability to sell the relevant Property in response to changes in economic, financial, real estate market or other conditions. It may not be possible to sell a Property Holding Company or a Property on short notice or such a sale may have to involve a substantial reduction in the price that may otherwise be sought for such assets, to ensure a quick sale. These factors could have a material adverse effect on the financial condition, results of operations and prospects of DHCL and/or the Property Holding Companies, and hence on the ability of DHCL and/or the Property Holding Companies to perform their obligations under the Finance Documents. The sale price for a Property may be less than its current valuation or the purchase price paid by the relevant Property Holding Company The valuation of the Properties by Jones Lang LaSalle was conducted primarily using discounted cash flow analysis and the capitalisation approach. The valuation of the Properties is not an indication of, and does not guarantee, a sale price either at the present time or at any time in the future. Accordingly, there can be no assurance that a Property Holding Company would be able to sell its Property, either at the present time or at any time in the future, or that the price realisable on such sale would not be lower than the present valuation of, or the price paid by such Property Holding Company to purchase, such property. A sale by the relevant Property Holding Company of the Property held by it, or a direct or indirect sale by DHCL or MWREF, respectively, of its interest in the relevant Property Holding Company, could be subject to PRC taxation If, in the future, any of the Property Holding Companies sells the Property owned by it at a price which is higher than the purchase price of such Property, the sale may be subject to land appreciation tax, withholding tax, stamp duty and business tax (plus local surcharges) in the PRC. 33

If DHCL or MWREF sells (directly or indirectly, respectively) its equity interest in the relevant Property Holding Company, technically, the capital gains derived by DHCL or MWREF should not be subject to any PRC taxes unless the PRC anti-avoidance provisions are applied. Under PRC antiavoidance provisions, subject to the PRC tax authorities’ assessment on the reasonable business purposes of the sale transaction, there is a risk that DHCL or MWREF could also be subject to withholding tax and other PRC taxes such as land appreciation tax, stamp duty and business tax (plus local surcharges). Absence of registration in respect of the Mortgage over the Property owned by Changsha Holding Company Limited Each Property Holding Company has entered into a Mortgage in respect of the Property owned by it as described in "Description of the Principal Transaction Documents—Description of the Principal Borrower Documents—Real Property Mortgage Agreements". As at the date of this Offering Circular, the mortgage registration for the Properties in eight cities has been completed, except for the Property in Changsha city where the local land and housing authority in Changsha (“Changsha Authority”) has not, as at the date of this Offering Circular, accepted the application for mortgage registration in respect of the Property owned by Changsha Holding Company Limited. No assurance can be given that it will be possible for such an application to be accepted in the future by Changsha Authority. As at 31 December 2013, the appraised value of the Property in Changsha was RMB 233,000,000, representing 3.4% of the aggregate appraised value of all the Properties. This refusal by Changsha Authority to register the Mortgage created by Changsha Holding Company Limited in respect of the Property owned by it relates to the interpretation by Changsha Authority on guidelines for real estate registration. The interpretation by Changsha Authority differs from the approach taken by the other eight local land and housing authorities in relation to the registration of the Mortgages created by the remaining eight Property Holding Companies. The lack of such registration means that, as of the date of this Offering Circular, the Mortgage created by Changsha Holding Company Limited in favour of the Security Agent is unsecured, and as a result, the Security Agent will have a right of payment ranking pari passu with other unsecured creditors of Changsha Holding Company Limited over the liquidated proceeds of the Property owned by Changsha Holding Company Limited. Changsha Holding Company Limited has undertaken, in the Facility Deed and the Mortgage relating to the Property owned by it, that it will not create any other security over the relevant Property except as contemplated by the Transaction Documents. No assurance can be given that Changsha Holding Company Limited will comply in the future with such an undertaking. The Property Holding Companies’ lease renewals will be affected by timing and the condition of the rental market The Leases with retail tenants are typically entered into for approximately four to fifteen years depending on the nature of the tenant’s business. Currently, there are Leases accounting for approximately 13% of the total leasable area in the portfolio that are scheduled to expire in the next three years. Also, some long-term Leases are subject to pre-determined rental escalation and early termination rights. Accordingly, it is possible that if there is a slowdown in the rental market in a given year in which there is a concentration of renewal of leases, this could adversely affect the rental income of the Property Holding Companies.

Risks relating to Investment in Real Estate in the PRC The Properties are located on land with a fixed term of land use rights The Properties are situated on State-owned land that is subject to a fixed land use term having been granted by the PRC local governments. At the expiry of the land use term, the Property Holding Companies may apply to the local governments for a renewal of the term. However, there is no guarantee that the PRC local governments will agree to such renewal and even if the land use term is renewed, the Property Holding Companies will have to pay an additional land use right grant fee and certain taxes. 34

At the expiry of the land use term, if the PRC government decides not to renew the land use rights for the land on which the underlying Properties are located, the PRC government may repossess the land together with the Properties thereon, without obligation to pay any compensation to the Property Holding Company concerned. In certain limited circumstances, the PRC government may, where it considers it to be in the public interest, withdraw the land use right of a Property Holding Company before the expiration of the land use term. However, the PRC government must follow certain legal procedures and give fair compensation to the Property Holding Company concerned corresponding to the unused term of the land use right and the then fair market value of the Properties on the land in question. In addition, the PRC government has the right to terminate the land use rights and repossess the land in the event a Property Holding Company fails to observe or perform certain major obligations as set out in the land use right grant contract. These restrictions and obligations imposed by the PRC government may have an adverse effect on the operations of each Property Holding Company and its ability to dispose of the Property owned by it. The Properties or part thereof may be acquired compulsorily The PRC government has the statutory power to acquire any land in the PRC (including the land on which the Properties are located) pursuant to the provisions of applicable legislation including the PRC Land Administration Act promulgated by the National People's Congress on 25 June 1986 (as amended on 29 August 1998 and 28 August 2004, respectively) and its supplemental legislation. In the event of a compulsory acquisition of any of the Properties in the PRC, the amount of compensation to be awarded may not be based on the open market value of such Property, and the practice differs between different local governments. The level of such compensation is generally less than the price of such Property that may be received upon sale of such Property in the open market, or even less than the original price paid by the Property Holding Company concerned in the purchase of such Property. Changes in foreign exchange regulations may adversely affect the results of operations of the Property Holding Companies All rent, sale proceeds or insurance proceeds received by a Property Holding Company with respect to a Property are denominated in Renminbi, and conversion of such proceeds into a foreign currency and remittance of such proceeds out of the PRC is subject to control by the PRC government. Currently, the Property Holding Companies or their Managing Agents may apply with one of the financial institutions qualified by the SAFE as a foreign exchange business dealer (“Forex Dealer”) to convert and then remit such proceeds out of the PRC, and no approval is required from the SAFE or any other PRC government authority for such conversion and remittance, provided certain documents and procedures are followed. See "The ability of Property Holding Companies to collect rentals and remit such rentals outside the PRC is dependent on the Managing Agents and is subject to factors outside their control". If foreign exchange controls are tightened or changed in the future, prior SAFE approval may be required for the conversion and/or remittance of such proceeds out of the PRC or otherwise, such process may be delayed, or potentially, the Property Holding Companies may not be able to convert their Renminbi income into a foreign currency and/or remit its income out of the PRC to make payments to the Borrower, which may mean that the Borrower's ability to meet its obligations under the Facility Deed may be adversely affected. Changes in foreign investment related real estate policies in the PRC may adversely affect the ownership structure and operation of the Properties by the Property Holding Companies Private ownership of property in the PRC is still at a relatively early stage of development. Although there is a perception that economic growth in the PRC and the higher standard of living resulting from such growth will lead to a greater demand for private properties in the PRC, it is not possible to predict with certainty that such a correlation exists, as there are many social, political, economic and legal factors which may affect the development of the property market. However, protection of private property is becoming more developed in China, and the PRC government and legislative bodies have 35

made efforts to promote it. On 16 March 2007, the Property Law of the PRC was promulgated by the National People’s Congress, which is regarded as a further step to implement the protection of private property. The difficulty in obtaining financing for the acquisition of properties in the PRC and the proposed changes to the permitted foreign ownership structures for PRC property may limit the number of potential buyers upon a disposal of any of the Properties. In July 2006, the PRC central government issued an Opinion on Regulating the Entry into and the Administration of Foreign Investment in the Real Estate Market (the "Circular 171") to restrict foreign investment in the real estate sector. Under Circular 171, any foreign entity or individual which intends to purchase real property in the PRC for purposes other than its own use must establish a business presence in the PRC. Although one of the purposes of this circular appears to be to control speculation in the property market in the PRC, it has had an adverse impact on foreign direct investment in real estate in China. After the issuance of Circular 171, direct acquisition or ownership of PRC real estate property by foreign entities or individuals which is not for self-use and which do not have a registered business presence is no longer possible. There is no clear indication in Circular 171 and the relevant policies as to whether the requirement of business presence will be applied retrospectively to transactions completed prior to the issuance of Circular 171. Although the current direct ownership structure of the Properties has been existing for over seven years since Circular 171, there is no guarantee that the relevant law and/or policies will not change in the future, which may adversely affect the Property Holding Companies' ownership structure, and/or the operation costs (including tax related costs) of the Properties. Fluctuations in the value of Renminbi may ultimately adversely affect the U.S. dollar revenue of the Borrower The value of the Renminbi against other currencies may fluctuate due to a number of factors. In July 2005, the People's Bank of China, being the central bank of the PRC, announced the reform of the exchange rate regime by moving to a managed floating exchange rate regime based on market supply and demand with reference to a basket of foreign currencies. There is no assurance or practicable prediction that can be made to determine when and how frequently the PRC government will further regulate the value of the Renminbi. Since the income of the Property Holding Companies is denominated in Renminbi, and converted into U.S. dollars at the prevailing spot rate, any fluctuation in the value of the Renminbi might ultimately adversely affect the U.S. dollar revenue of the Borrower. Political, regulatory and economic policies of the PRC government may affect the performance and results of operations of the Property Holding Companies As the Properties are located in the PRC and all of the revenue of the Property Holding Companies is sourced from the PRC, the operations, financial condition and performance of the Property Holding Companies are subject to the economic, political and legal developments of the PRC. The economy of the PRC differs from the economies of most developed countries in a number of respects, including: •

its structure;

•

level of government involvement;

•

level of development;

•

level and control of capital investment;

•

control of foreign exchange; and

•

allocation of resources.

Before its adoption of reform and open door policies beginning in 1978, the PRC was primarily a planned economy. For the past three and a half decades, the PRC government has implemented economic reform measures emphasising utilisation of market forces in the development of the PRC economy. Although these reforms may be intended to promote the PRC's overall and long-term 36

development, there can be no assurance that changes in PRC economic, political and social conditions, laws, regulations and policies will not have a material adverse effect on the financial condition, results of operations and prospects of the Property Holding Companies and hence on the U.S. dollar revenue of the Borrower. The PRC legal system has uncertainties that could limit the legal protection available to the Property Holding Companies The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the PRC government has been developing a comprehensive system of commercial laws and substantial progress has been made in introducing laws and regulations dealing with economic matters such as foreign investments, corporate organisation and taxation. However, because these laws are relatively new and due to the limited number of published cases and given their non-binding nature, interpretation and enforcement of these laws and regulations are inherently uncertain and unpredictable. The legal system in the PRC is not as well established or transparent as in Western Europe or the United States and, in particular, the legal rights of creditors or other parties may, in some cases, not be well established or consistently enforced. In addition, enforcement of mortgages and other security interests in the PRC may take longer and involve a more complicated process than might be experienced in other countries. Risks relating to Real Estate generally There are general risks attached to investments in real estate Investments in real estate are subject to various risks, including: (i) adverse changes in national or economic conditions; (ii) adverse local market conditions; (iii) the financial condition of tenants, buyers and sellers of properties; (iv) changes in availability of financing; (v) changes in interest rates and other operating expenses; (vi) changes in environmental laws and regulations, zoning laws and other governmental rules and fiscal policies; (vii) environmental claims arising in respect of real estate acquired with undisclosed or unknown environmental problems, which are located on contaminated properties or as to which inadequate reserves had been established; (viii) changes in energy prices; (ix) changes in the relative popularity of property types and locations leading to an oversupply of space or a reduction in tenant demand for a particular type of property in a given market; (x) competition among property owners for tenants; (xi) insufficiency of insurance coverage; (xii) inability of the portfolio manager to provide or procure the provision of adequate maintenance and other services; (xiii) considerable dependence on cash flow for the maintenance of, and improvements to, the portfolio properties; (xiv) risks and operating problems arising out of the presence of certain construction materials; and (xv) acts of God, uninsurable losses and other factors. Many of these factors may cause fluctuations in occupancy rates, rent schedules or operating expenses, causing a negative effect on the value of real estate and income derived from real estate. The annual valuation of the Properties will reflect such factors and as a result the value of the Properties may be adjusted. The capital value of the Properties may be significantly diminished in the event of a sudden downturn in real estate market prices or the economy in the PRC. Unforeseen material expenditure in respect of environmental liabilities may lead to lower rental rates and reduced levels of distributions to the Property Holding Companies Unforeseen environmental issues may also affect the Properties owned by the Property Holding Companies. Environmental liabilities may be imposed in respect of a property irrespective of whether or not the relevant Property Holding Company, the Manager or the Property Manager was responsible for the circumstances to which the liabilities relate. As a consequence, the relevant Property Holding Company may be required to remediate a Property affected by environmental issues and may also be required to incur material expenditure to comply with new or more stringent environmental laws or regulations introduced in the future. The cost of such maintenance, refurbishment, repairs or remediation could be substantial. In addition, failure to remediate a Property following identification of an environmental liability may adversely affect the ability to attract tenants to that Property, to maintain rental levels, to sell the relevant Property or to use it as collateral for borrowings. These 37

issues may have a material adverse effect on the financial condition and results of operations of the relevant Property Holding Company and hence on the U.S. dollar revenue of the Borrower. The valuation analysis may prove to be unrepresentative of the value of a Property Jones Lang LaSalle has undertaken an independent valuation of the properties as at 27 November 2013, which relies on a combination of the income capitalisation and discounted cash flow (“DCF”) valuation analysis. DCF analysis requires periodic net cash flows to be forecast over the life of the investment and discounted at a risk-adjusted opportunity cost of capital to arrive at a present value. DCF analysis takes into consideration the month by month net cash flows after deductions for management/operating expenses, expenditure, taxes (including business tax, real estate tax and land use tax), insurances and having regard to the assumptions made relating to rental growth projections, vacancies, rent frees, replacement reserves, non-recoverable outgoings and leasing costs. Unless otherwise stated, the DCF analysis for each valuation was run for the remaining unexpired land lease term, discounted by an appropriate discount rate to derive a net present value. The income capitalisation method is based on the capitalisation of the fully leased, current passing rental income and potential reversionary (excluding management income/expenses, before taxes and insurance) from the date of valuation at appropriate investment yield to arrive at the capital value. The appropriate adjustments/deductions for rent free period and ongoing vacancy voids/marketing periods for the vacant space have been allowed. Whilst these forms of analysis permit an assessment to be made of the long-term return that is likely to be derived from the Properties through a combination of both rental and capital growth, there can be no assurance that the projected cash flows, the hypothetical terminal value of the Properties or any of the other assumptions which have been used for the purposes of the valuation will prove to be accurate or reliable, or that the discount and capitalisation rates adopted by Jones Lang LaSalle will be representative of returns from comparable or alternative forms of investment over the period or periods concerned. Accordingly, the appraised value of any Property is not an indication of, and does not guarantee, that a Property could be sold by the relevant Property Holding Company at that price in the future. At any given time, a Property Holding Company may not be able to sell a Property at a price that is higher than the original price at which such Property was purchased. In addition, accurate analysis or prediction of the PRC property market is made difficult due to the lack of reliable and up-to-date information regarding the nature and extent of property development and investment activities in the PRC, the demand for properties, the availability of newly developed properties and the availability of land and buildings suitable for development and investment.

38

PROPERTY PORTFOLIO Portfolio Overview The Properties, which have been independently valued by Jones Lang LaSalle at RMB6,799 million (approximately U.S.$1,116 million) as at 27 November 2013, have the following key features: •

tenanted by major retailers with domestic and/or foreign brand recognition trading under names such as Wal-Mart, Parkson, Grand Ocean and Wanda Cinemas;

•

high occupancy levels of 98.9 per cent.1;

•

long average tenant lease term, with a Weighted Average Lease Expiry of 8.8 years (by income), assuming no early termination events2;

•

compounded average rental growth rate of approximately 6.0 per cent. per annum over the past 3 years3;

•

valuer assessed market rents are approximately 41 per cent. above current passing rent for the whole portfolio 4 , which reduces the risk of tenants breaking their leases or exercising early termination clauses;

•

long land use right terms, with none of the land use rights certificates for the Properties expiring before 2042, except for the Nanjing Property which expires in 2032;

•

average capital expenditure requirements of RMB30 million per year over the next 7 years 5 reflecting the age of the Properties;

•

geographically diversified in the PRC; and

•

well located within their respective cities.

Property

Appraised Value as at 27 November 2013

% of Aggregate Appraised Value

Leasable Area

(RMB million)

(%)

(sq.m.)

% Contribution to Portfolio Gross Rental 2013

Occupancy Rate as at 31 December 2013

Weighted Average Lease Expiry

Land Use Rights Certificate Expiry

(RMB million)

(%)

(%)

(years)6

(year)

Gross Rental Income 2013

Changsha ..........................

233

3.4

27,143

14.1

3.5

100

6.3

2052

Dalian ...............................

702

10.3

61,346

38.7

9.7

91.1

9.1

2042

Harbin ...............................

1,135

16.7

101,264

61.3

15.4

100

10.0

2043

Jinan ................................

162

2.4

24,862

11.7

2.9

100

5.3

2042

Nanjing .............................

173

2.5

23,364

14.0

3.5

100

7.1

2032

Nanning ............................

1,300

19.1

98,207

79.2

19.9

100

7.9

2042

Shenyang ..........................

1,170

17.2

116,502

68.2

17.1

100

8.4

20427

Tianjin ..............................

868

12.8

80,115

47.9

12.0

97.8

9.3

2042

Wuhan ..............................

1,056

15.5

92,772

63.6

16.0

100

10.0

2043

Total/Com bined

6,799

100.0

625,575

398.7

100.0

98.9

8.8

-

1 2 3

4

5 6 7

As at 31 December 2013. As at 31 December 2013; based on rental income for the year ended 31 December 2013. In RMB terms. Based on the audited financial statements for the year ended 31 December 2010 and un-audited management accounts for the year ended 31 December 2013. Estimated gross market rent compared to estimated gross passing income for 2014 as per the independent valuation report issued by Jones Lang LaSalle in December 2013. Based on EC Harris Report issued in December 2013 As at 31 December 2013. Two land use rights certificates with different expiry dates were granted for the land on which the Shenyang Property is located.

39

Geographically diversified through major cities in the PRC The nine Properties are situated in Changsha, Dalian, Harbin, Jinan, Nanjing, Nanning, Shenyang, Tianjin and Wuhan. Each of these cities exhibit characteristics which the Manager believes will help drive retail sales, including strong GDP growth and increasing living standards as evidenced by growth in per capita disposable income. The Properties are well located in retail districts within their respective cities with the following demographic characteristics:

Property Location Changsha Dalian Harbin Jinan Nanjing Nanning Shenyang Tianjin Wuhan

Population (2012) 9.3 million 6.7 million 10.0 million 7.5 million 9.1 million 7.2 million 7.9 million 12.6 million 10.1 million

2012 GDP Growth Rate 16.0% 13.2% 10.7% 11.2% 10.2% 14.4% 11.7% 16.2% 16.5%

2012 Per Capita Disposable Income Growth Rate 16.3% 12.3% 12.0% 12.2% 11.7% 12.1% 12.6% 9.8% 15.7%

Source: Economist Intelligence Unit

Well located within their respective cities The Properties are situated in city centre locations close to major business and retail shopping districts and/or important government buildings, with the exception of Dalian which is situated on the fringe of the city centre in an important commercial area and close to high-end residential developments. Each of the Properties is positioned close to key transportation routes in their respective cities, including major road intersections, railway stations and/or existing or planned subway routes. High occupancy levels High occupancy levels reflect the high levels of demand for retail space in each of the Properties. The Manager believes that this is due to their attractive locations and experienced property management. As at 31 December 2013, the combined occupancy rate of the Properties was 98.9 per cent. Quality tenants Each of the Properties has one or more anchor tenants that assist in attracting visitors to the malls. The Properties' tenants include retailers with domestic and/or foreign brand recognition trading under names such as Wal-Mart, Parkson, Grand Ocean and Wanda Cinemas. As at 31 December 2013, Parkson was the largest tenant in terms of area leased, accounting for approximately 33.6 per cent. of the Properties' Leasable Area, followed by Wal-Mart which accounts for approximately 23.7 per cent. of the Properties' Leasable Area. Together, the aggregate gross rental income generated by premises occupied by Wal-Mart, Parkson, Grand Ocean and Wanda Cinemas contributed 72.3 per cent. of the total gross rental income of the Properties for the year ended 31 December 2013. The following table sets out the 10 largest tenants of the Properties in terms of the Leasable Area occupied by them. The 10 largest tenants together accounted for approximately 86.0 per cent. of the total Gross Rental Income for the year ended 31 December 2013 and 90.0 per cent. of the Leasable Area of the Properties as at 31 December 2013.

Rank 1

Tenant Parkson

2

Wal-Mart

3

Grand Ocean

40

Leasable Area (sq.m.) 210,163

% Total 33.6%

148,465

23.7%

55,185

8.8%

4

Wanda Cinemas

49,302

7.9%

5

Gome Electronics

27,140

4.3%

6

Brothers

25,700

4.1%

7

EGO ShiHua Digital

18,957

3.1%

8

Industrial Appliances

9,591

1.5%

9

Fashion Street

9,272

1.5%

10

Pato Home Furnishing

9,109

1.5%

Top 10 tenants

562,884

90.0%

Other tenants

55,502

8.9%

7,189

1.1%

625,575

100.0%

Currently vacant space Total

Long average tenant lease term A number of anchor tenants, including those trading under names such as Parkson, Wal-Mart and Wanda Cinemas, are committed to leases that have remaining terms of 5 to 15 years 8 . As at 31 December 2013, the Weighted Average Lease Expiry for the Properties was 8.8 years, excluding any options to renew. Under the Leases, early termination clauses may apply, but assuming that such clauses are not exercised, the lease expiry profile for the retail space of the Properties as at 31 December 2013, is shown in the chart below:

Lease expiry profile – Gross Rental Income, 2013

60% 50% 40% 30% 20% 10% 0%

2030

2029

2028

2027

2026

2025

2024

2023

2022

2021

2020

2019

2018

2017

2016

2015

2014

Year of Expiry

Note: Excludes vacant Leasable Area, early termination rights and options to renew.

8

Wal-Mart leases expire between December 2018 and February 2020; however Wal-Mart has options to renew each of their leases for up to an additional fifteen years.

41

Contracted rental growth The majority of the leases in place for the Properties have contracted fixed or minimum rental rates agreed, and most of them have contracted rental increases at predetermined dates. Only 4.6 per cent. of the Gross Rental Income for the Properties in respect of the year ended 31 December 2013 was purely turnover-based (i.e. there is no fixed or minimum rental component in the lease agreement)9, thus enhancing the stability of income for the Property Holding Companies. The following chart provides a breakdown of the lease structures for the Properties based on the Gross Rental Income for the year ended 31 December 2013.

Lease structures – Gross Rental Income, 2013

4.0%

2.1%

4.6%

28.6%

Fixed rent only Base/Turnover (higher of) Turnover rent only Car park income Advertising income

60.7%

Low capital expenditure requirements Each of the Properties was completed between 2003 and 2005. Based on a building consultancy report prepared by EC Harris, a leading international built asset consultancy, in December 2013, an average of RMB30 million of capital expenditure per annum is anticipated in the next seven years to keep and maintain the Properties in compliance with industry standards and current local regulations. The building consultancy report prepared by EC Harris covered a defined building consultancy review for each Property which comprised: (i) a non-intrusive, visual survey of the general condition of the relevant Property, including building services installations; (ii) an estimation of the cost of repairs and maintenance, including replacements of major plant and equipment, over the next seven years; and (iii) a limited environmental assessment. EC Harris was also instructed to carry out defined inspections of the Properties which took place in October 2013.

9 Car parking income, which is not contracted or fixed, equated to approximately 4.0% of the Gross Rental Income for the Properties in respect of the year ended 31 December 2013.

42

Mix of tenants The Properties provide exposure to a number of retail trade subsectors. The contribution by tenant subsector to Gross Rental Income for the year ended 31 December 2013 is set out in the chart below. Trade subsector – Gross Rental Income, 2013 Food & Beverage Sports 0.9% Advertising 2.1% 2.1%

Car Park 4.0%

Other Discretionary 2.5% Furniture 1.2% Electronics 8.5%

Dept Store 52.3% Entertainment 12.5%

Hypermarket13.9%

43

Below market rents Jones Lang LaSalle has assessed that the market rent for the Properties as at 27 November 2013 was, on a portfolio average basis, 41 per cent. above the current passing rent. This mitigates the risk of tenants breaking their leases. In addition, the substantial discount to market rates, combined with the long Weighted Average Lease Expiry, provides protection to the Property Holding Companies in the event that there is a downturn in the rental market.

RMB per sqm (GLA) per month

Gross passing rent versus valuer assessed market rent as at 27 November 2013 90 80 70 60 50 40 30 20 10 0

Gross passing rent (2014)

Valuer estimated market rent

Note: refers to retail rents only (i.e. excludes advertising income, car parking income and property management income). Source: Jones Lang LaSalle Valuation Report as at 27 November 2013.

Strata Properties Seven of the nine Properties are “strata properties” within their respective building zoning area, and each such Property Holding Company owns the majority of the relevant shopping complex in significant contiguous portions, except for Dalian and Shenyang, where the Properties are not subject to strata ownership. The portions not owned by the Property Holding Companies (the “Excluded Portions”) do not form part of the Properties. In this Offering Circular, the valuations and occupancy rates are based on the Properties only. In respect of the seven Properties that are subject to strata ownership, each Property Holding Company has ownership title to its own Property, which is separate from the title that third parties have to the Excluded Portions, nevertheless, each Property Holding Company shares the rights, observes the obligations with respect to the Common Properties and respects the legal rights of other strata owner(s) within the building zoning area where the Properties are situated. The relationship between strata owners is governed by PRC law and owners' conventions or similar governing documents, and the approval thresholds for the decisions relating to common rights, interests and obligations within the building zoning area where the Properties are situated may vary between properties.

44

The Properties Changsha Property The Changsha Property is located in a four-storey building with a total Leasable Area of 27,143 sq.m. and was fully leased as at 31 December 2013. Car parking facilities are located in the basement level comprising 177 car spaces.

Property details

The Changsha Property is located in Changsha’s prime commercial district, the Wuyi Road retail area, and is adjacent to the Huangxing Road shopping pedestrian street within the downtown area. Located in this area are major commercial complexes and department stores, local retail shops and arcades offering a range of fashion brands, entertainment and food and beverage services.

Completion Date

2003

Strata Ownership

Yes

Percentage Owned2

81.5%

Occupancy Rate

100%

There are three operating or under construction retail properties located around the Changsha Property, namely Wanda Kaifu and a new development by Wharf, which focus on higher-end brands and consumers, and ID Mall, which focuses on mid-highend brands and consumers. Due to their positioning, these malls do not directly compete with the midmarket tenants in the Changsha Property. The Changsha Property comprises: (i) the whole of Basement 1; (ii) a portion of Level 1; and (iii) the whole of Level 2 to Level 4 of the building. The remainder is the Excluded Portion owned by third parties.

45

Gross Floor Area (sq.m.) Leasable Area (sq.m.)

Tenants Wal-Mart Wanda Cinemas KFC 1 2 3

37,898

Valuation (RMB)

233,000,000

27,143

Valuation Date

27-Nov-13

Area (sq.m.) 18,579

Valuation per sq.m. (RMB)1 Valuation Discount Rate Reversionary Capitalisation Rate Weighted Average Lease Expiry (years)3 % of area 68.5%

7,936

29.2%

Dec 2022

628

2.3%

Apr 2019

Based on Gross Floor Area. Based on percentage of Gross Floor Area. As at 31 December 2013.

6,148 8.00% 6.50%

6.1 Expiry Dec 2018

Dalian Property The Dalian Property comprises two buildings with a total Leasable Area of 61,346 sq.m. which was 91.1% leased as at 31 December 2013. Car parking facilities are located in the basement level 2 comprising 116 car spaces.

Property details Gross Floor Area (sq.m.) Leasable Area (sq.m.) Completion Date

Valuation (RMB)

702,000,000

61,346

Valuation Date

27-Nov-13

2004

Valuation per sq.m. (RMB)1 No Strata Ownership Valuation Discount Rate 100% Percentage Owned2 Reversionary Capitalisation Rate 91.1% Occupancy Rate Weighted Average Lease Expiry (years)3 Tenants Area (sq.m.) % of area Parkson 35,724 58.2% YaoChi Spa (Internet Bar) 8,621 14.1% Wanda Cinemas 6,406 10.4% GaoDaFu 462 0.8% Starbucks 294 0.5% Subway 190 0.3% China Merchant Bank 963 1.6% McDonald’s 455 0.7% AiZheng Bookstore 553 0.9% Standard Chartered Bank 385 0.6% Galaxy Games 1,011 1.6% MyGym 844 1.4%

The Dalian Property is located on the fringe of the key retail area in a recently developed part of Zhong Shan Road, which is the key commercial street in Dalian. The area mostly comprises office and commercial buildings. The surrounding area of the Dalian Property is mainly high-end residential housing, providing the Dalian Property with a large and growing catchment base. A new shopping mall directly opposite the Dalian Property is currently under construction and is expected to be completed in 2015. The new mall is expected to target very high-end brands and consumers, and is therefore expected to complement the tenants in the Dalian Property. Together with a new subway line and station adjacent to the Dalian Property, which is expected to open in 2014, the overall retail atmosphere in the area is expected to improve in the coming years. The Dalian Property comprises: (i) the whole of Block A comprising Level 1 to Level 4; (ii) the whole of Block B comprising Level 1 to Level 6 and the Roof Level; and (iii) the common Basement 1 and Basement 2 underneath Block A and Block B. There is no Excluded Portion owned by third parties.

71,705

1 2 3

Based on Gross Floor Area. Based on percentage of Gross Floor Area. As at 31 December 2013.

46

9,790 8.00% 6.75%

9.1

Expiry Dec 2024 Apr 2015 Dec 2028 May 2015 Apr 2015 Jun 2015 Sept 2019 Feb 2030 Jul 2014 Sept 2015 Oct 2015 Sept 2015

Harbin Property The Harbin Property is located in four buildings ranging between three and six-storey high buildings with a total Leasable Area of 101,264 sq.m. and was fully leased as at 31 December 2013. Car parking facilities are located in the basement level comprising 341 car spaces.

Property details

The Harbin Property is located at the northern end of the renowned Zhongyang Dajie (Central Avenue) in Daoli District, one of the two main retail hubs in Harbin. The surrounding area of the Harbin Property is mainly mid-end residential housing, hotels, souvenir shops, tourist attractions including the Flood Control Monument, fashion stores, which provide a large and growing catchment base.

124,742

Valuation (RMB)

1,135,000,000

101,264

Valuation Date

27-Nov--13

Strata Ownership

Yes

Percentage Owned2

89.6%

Occupancy Rate

100%

2004

Tenants Parkson Wanda Cinemas Sego Sports Wal-Mart POTA POTA/F&B Fuxing Education Fuxing Media Pingshi F&B Baoguo Chef ChangchengJunyue Fashion Street

New retail malls have entered the Daoli District in recent years, namely Zhuozhan Shopping Centre, MYKAL Shopping Mall and RenHe Harajuku-Spring Mall, which has reinforced Daoli District as a major retail shopping area for locals and tourists. The Harbin Property comprises: (i) the whole of Level 2, Level 3 and the Mezzanine Floor of Block A; (ii) the whole of Block B comprising Basement 1 and Level 1 to Level 6; (iii) the whole of Level 2, Level 3 and Level 4 of Block C; (iv) the whole of Block D comprising Basement 1 and Level 1 to Level 4; and (v) the common basement underneath Block A, Block C and Block D. The remainder is the Excluded Portion owned by third parties.

Gross Floor Area (sq.m.) Leasable Area (sq.m.) Completion Date

1 2 3

9,099 Valuation per sq.m. (RMB)1 8.00% Valuation Discount Rate 7.00% Reversionary Capitalisation Rate 10.0 Weighted Average Lease Expiry (years)3 Area (sq.m.) % of area 41,021 40.5% 7,386 7.3% 4,972 4.9% 20,233 20.0% 5,541 5.5% 1,983 2.0% 820 0.8% 815 0.8% 4,610 4.5% 4,611 4.5% 9,272 9.2%

Based on Gross Floor Area. Based on percentage of Gross Floor Area. As at 31 December 2013.

47

Expiry Dec 2024 Dec 2028 Jun 2020 Feb 2020 May 2019 May 2019 Sept 2014 Sept 2014 Jul 2024 Jul 2024 Jul 2024

Jinan Property The Jinan Property is located in a four-storey building with a total Leasable Area of 24,862 sq.m. and was fully leased as at 31 December 2013. Car parking facilities are located in the basement level comprising 162 car spaces.

Property details Gross Floor Area (sq.m.) Leasable Area (sq.m.) Completion Date

35,079

Valuation (RMB)

162,000,000

24,862

Valuation Date

27-Nov-13

The Jinan Property is located on the northern side of Quancheng Road, which is commonly referred to as "Golden Street" and is the main retail centre of Jinan. A number of hotels, restaurants, specialty shops and renowned local department stores are based in the Quancheng Road area. It is also in close proximity to popular tourist attractions such as Spouting Spring, DaMing Lake and 5 Dragons’ Lake Park.

Strata Ownership

Yes

Percentage Owned2

81.7%

Occupancy Rate

100%

A number of new malls have entered the market in recent years, including Wanda Plaza, Parc 66, Taifu Plaza and Lushang Plaza. Taifu Plaza and Wanda Plaza are predominantly department stores, and Parc 66 mainly targets higher-end brands and consumers. All of these malls complement the mid-market offering in the Jinan Property; However, the Palace Cinema in Parc 66 and Wanda Cinema in Wanda Plaza competes for customers with Shandong Cinema in the Jinan Property.

Tenants Wal-Mart Gamewharf Shandong Cinemas Pizza Hut 1 2 3

2003

4,618 Valuation per sq.m. (RMB)1 8.00% Valuation Discount Rate 6.75% Reversionary Capitalisation Rate 5.3 Weighted Average Lease Expiry (years)3 Area (sq.m.) % of area 17,449 70.2% 3,300 13.3% 3,386 13.6% 727 2.9%

Based on Gross Floor Area. Based on percentage of Gross Floor Area. As at 31 December 2012.

The Jinan Property comprises: (i) the whole of Basement 1; (ii) a portion of Level 1; and (ii) the whole of Level 2 to Level 4 of the building. The remainder is the Excluded Portion owned by third parties.

48

Expiry Mar 2019 Sep 2019 Sep 2019 Jul 2018

Nanjing Property The Nanjing Property is located in a four-storey building with a total Leasable Area of 23,364 sq.m. and was fully leased as at 31 December 2013. Car parking facilities are located in the basement level comprising 167 car spaces.

Property details Gross Floor Area (sq.m.) Leasable Area (sq.m.) Completion Date

36,7904

Valuation (RMB)

173,000,000

23,364

Valuation Date

27-Nov-13

The Nanjing Property is located in the centre of the prime XinJieKou retail district, which is the traditional commercial centre of Nanjing and is one of the top commercial areas in China.

Strata Ownership

Yes

Percentage Owned2

84.0%

Occupancy Rate

100%

There are a number of retail shopping malls located in the XinJieKou area, including Deji Plaza, Nanjing Xinjiekou Department Store and Central Emporium. The diversified retail offering provided by the array of shopping malls reinforce the XinJieKou area as the dominant retail hub in Nanjing. The Nanjing Property comprises: (i) the whole of Basement 14; and (ii) the whole of Level 2 to Level 4 of the building. The remainder is the Excluded Portion owned by third parties.

Tenants Wal-Mart Wanda Cinema 1 2 3 4

2004

4,702 Valuation per sq.m. (RMB)1 8.50% Valuation Discount Rate 7.25% Reversionary Capitalisation Rate 7.1 Weighted Average Lease Expiry (years)3 Area (sq.m.) % of area Expiry 16,331 69.9% Feb 2019 7,033 30.1% Dec 2023

Based on Gross Floor Area. Based on percentage of Gross Floor Area. As at 31 December 2013. Nanjing Holding Company Limited does not have a building ownership certificate for 11,221 sq.m. (Basement 1 and Mezzanine). This is because this area is designated as car parking area with an air raid shelter function by the PRC government. Nanjing Holding Company Limited has use of this area (including the ability to let the area) during peacetime but, in the event of a conflict involving the PRC, the PRC government may require the area to be returned to them for defence purposes.

49

Nanning Property The Nanning Property is located in four, three to seven-storey buildings with a total Leasable Area of 98,207 sq.m. and was fully leased at 31 December 2013. Car parking facilities are located in the basement level comprising 367 car spaces.

Property details Gross Floor Area (sq.m.) Leasable Area (sq.m.) Completion Date

111,517

Valuation (RMB)

1,300,000,000

98,207

Valuation Date

27-Nov-13

The Nanning Property is located on the eastern side of Chaoyang Road within the popular and developed Chaoyang Road area, which is Nanning’s prime commercial and retail district. The area is in the centre of the city and caters for a large number of consumers. The Nanning Property is also located at a major access point between the north and south parts of Nanning and is adjacent to a number of pedestrian shopping streets. Access to the area will further improve once the metro subway system currently under construction is completed.

Strata Ownership

Yes

Percentage Owned2

89.6%

Occupancy Rate

100%

The Nanning Property maintains a strong competitive advantage as limited new retail malls have entered the Chaoyang Road area in recent years. China Resources' MIXC Shopping Centre, which targets high-end brands and consumers, opened in September 2012 in the new CBD on Minzu Road in Langdong District, which is approximately a 30 minute drive east of the Nanning Property. Although MIXC lies outside the catchment area, management of the Nanning Property continues to monitor the level of competition from MIXC on Nanning Property’s foot traffic and tenants.

2004

Tenants Parkson4 Guangxi Shi Hua Digital Wal-Mart Bokaiwei Wanda Cinemas Music Qianyan F&B Entertainment 1

11,657 Valuation per sq.m. (RMB)1 8.00% Valuation Discount Rate 7.00% Reversionary Capitalisation Rate 7.9 Weighted Average Lease Expiry (years)3 Area (sq.m.) % of area Expiry 41,069 41.8% Dec 2024 18,957 19.3% Jul 2014 19,148 19.5% Jun 2019 9,109 9.3% Jun 2014 5,960 6.1% Dec 2028 3,964 4.0% May 2016

Based on Gross Floor Area. Based on percentage of Gross Floor Area. 3 As at 31 December 2013. 4 The lease agreement expires in August 2024; however, there is a clause in the agreement whereby both parties agree to extend the lease agreement until 31 December 2024 in due course. 2

The Nanning Property comprises: (i) the whole of Basement 1, Level 2 to Level 4 and the Roof Level of Block A; (ii) the whole of Level 2 and Level 3 of Block B; (iii) the whole of Block C comprising Basement 1 and Level 1 to Level 6; (iv) the whole of Block D comprising Basement 1 and Level 1 to Level 7; and (v) the common basement underneath the buildings. The remainder is the Excluded Portion owned by third parties.

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Shenyang Property The Shenyang Property is located in four buildings with a total Leasable Area of 116,502 sq.m. and was fully leased as at 31 December 2013. Car parking facilities are located in the basement level comprising 183 car spaces.

Property details Gross Floor Area (sq.m.) Leasable Area (sq.m.) Completion Date

151,308

Valuation (RMB)

1,170,000,000

116,502

Valuation Date

27-Nov-13

The Shenyang Property is located at the south-west end of the popular Taiyuan Street retail area near the main Zhonghua Road subway station exit and close to Shenyang Railway Station. The surrounding area of the Shenyang Property comprises mainly high-end residential housing, large scale shopping centres and department stores, which provide a large and growing catchment area for customers.

Strata Ownership

No

Percentage Owned2

100%

Occupancy Rate

100%

The level of commercial activity in the immediate area around the Property has improved significantly in recent years due to the addition of newer retail offerings and much improved public transport access, in particular the metro station.

Tenants Parkson Wal-Mart GOME Acasia Pizza Hut Brothers Guo Lanxin 1 2 3

The Shenyang Property comprises: (i) the whole of Block A comprising Basement 1 and Level 1 to Level 4; (ii) the whole of Block B comprising Basement 1 and Level 1 to Level 4; (iii) the whole of Block C comprising Basement 1, Level 1 to Level 4 and the Roof Level; and (iv) the whole of Block D comprising Basement 1 and Level 1 to Level 8.

4

2003

7,733 Valuation per sq.m. (RMB)1 8.00% Valuation Discount Rate 6.75% Reversionary Capitalisation Rate 8.4 Weighted Average Lease Expiry (years)3 Area (sq.m.) % of area Expiry 46,626 40.0% Dec 2024 20,628 17.7% Feb 2019 19,121 16.4% Oct 2015 3,704 3.2% Aug 2017 535 0.4% Dec 20134 25,700 22.1% Aug 2025 188 0.2% Jun 2019

Based on Gross Floor Area. Based on percentage of Gross Floor Area. As at 31 December 2013. A Lease Confirmation Letter outlining new commercial terms has been signed by Pizza Hut, which is subject to formal execution of a new lease agreement by June 2014.

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Tianjin Property The Tianjin Property is located in four buildings with a total Leasable Area of 80,115 sq.m. and was 97.8% leased as at 31 December 2013. Car parking facilities are located in the basement level comprising 489 car spaces.

Property details Gross Floor Area (sq.m.) Leasable Area (sq.m.) Completion Date

109,086

Valuation (RMB)

868,000,000

80,115

Valuation Date

27-Nov-13

The Tianjin Property is located in the Golden Street Precinct (Heping Pedestrian Street) retail area, which is the busiest commercial area in Tianjin. There are several renowned local department stores, food and beverage outlets and specialty shops located in this area.

Strata Ownership

Yes

Percentage Owned2

70.5%

Occupancy Rate

97.8%

The new retail shopping malls in the Heping District include Parkson Department Store II, Kerry Center, Yanlord Riverside Plaza, Riverside 66 and Tee Mall. With the exception of Parkson, these new malls target higher-end brands and consumers, which has increased the attractiveness of Heping District as a shopping destination for locals and tourists. Parkson Department Store II is a midmarket department store with a different offering to the Parkson Department Store located in the Tianjin Property.

Tenants Parkson Wal-Mart Gome Acasia Wanda Cinemas 1 2 3

2004

7,957 Valuation per sq.m. (RMB)1 8.00% Valuation Discount Rate 7.00% Reversionary Capitalisation Rate 9.3 Weighted Average Lease Expiry (years)3 Area (sq.m.) % of area 45,723 57.1% 16,177 20.2% 8,018 10.0% 1,145 1.4% 7,300 9.1%

Based on Gross Floor Area. Based on percentage of Gross Floor Area. As at 31 December 2013.

The Tianjin Property comprises: (i) the whole of Basement 1, Level 2 and Level 3 of Block A; (ii) the whole of Block B comprising Basement 1, Level 1 to Level 8 and the Service Level; (iii) the whole of Block D comprising Level 1 to Level 4 and the Roof Level; and (iv) the whole of Level 2 and Level 3 of Block E. The remainder is the Excluded Portion owned by third parties.

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Expiry Dec 2024 Apr 2019 Aug 2015 Aug 2019 Dec 2028

Wuhan Property The Wuhan Property is located in three buildings with a total Leasable Area of 92,772 sq.m. and was fully occupied as at 31 December 2013. Car parking facilities are located in the basement level comprising 326 car spaces.

Property details Gross Floor Area (sq.m.) Leasable Area (sq.m.) Completion Date

117,035

Valuation (RMB)

1,056,000,000

92,772

Valuation Date

27-Nov-13

The Wuhan Property is located on Zhongshan Avenue in the Jianghan retail area, which is Wuhan’s prime commercial district. It is also located near recently established high-end residential developments. This is the only commercial pedestrian street in Wuhan and is the traditional commercial centre with a growing catchment area of local residents and casual shoppers.

Strata Ownership

Yes

Percentage Owned2

87.7%

Occupancy Rate

100%

A number of shopping malls exist in the Zhongshan Avenue retail hub, including JiaLi Centre, which contains WangFuJing Department Store and HengDian Cinema that provide competition for Grand Ocean and Wanda Cinemas. New shopping malls are expected to open in the area in coming years which should help improve the attractiveness of the Zhongshan Avenue area as an important shopping destination in Wuhan.

Tenants Grand Ocean Wal-Mart Industrial Appliance Wanda Cinemas Shun Tian Xiang 1 2 3

2004

9,023 Valuation per sq.m. (RMB)1 8.00% Valuation Discount Rate 7.00% Reversionary Capitalisation Rate 10.0 Weighted Average Lease Expiry (years)3 Area (sq.m.) % of area 55,185 59.5% 19,920 21.5% 9,591 10.3% 7,281 7.8% 795 0.9%

Based on Gross Floor Area. Based on percentage of Gross Floor Area. As at 31 December 2013.

The Wuhan Property comprises: (i) the whole of Block A comprising Basement 1 and Level 1 to Level 7; (ii) the whole of Basement 1, and Level 2 to Level 4 of Block B; (iii) the whole of Basement 1 and Level 2 of Block C. The remainder is the Excluded Portion owned by third parties.

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Expiry Dec 2024 Dec 2019 Jan 2015 Dec 2028 Jan 2015

MWREF LIMITED MWREF Limited is a limited liability company incorporated under the laws of Bermuda on 1 May 2006. It is structured as an unlisted wholesale fund dedicated to holding PRC retail properties through an offshore structure. The investment objective of MWREF is to provide access to a rental income stream from a geographically diversified portfolio of core PRC retail property. MWREF is managed by Macquarie Retail Management (Asia) Limited (“MRMAL” or the “Manager”), a wholly owned subsidiary of Macquarie Infrastructure and Real Assets (Hong Kong) Limited (“MIRA”) (a member of the Macquarie Group Limited (“Macquarie Group”)). The current shareholders of MWREF comprise a small number of pension/superannuation funds, funds of funds, a sovereign wealth fund and Macquarie Group. MWREF’s portfolio comprises interests in the nine Properties which, based on a valuation report issued by Jones Lang LaSalle in December 2013, had a total valuation of RMB 6,799 million (approximately USD1,116 million) as at 27 November 2013. Structure and Governance of MWREF Structure of MWREF The following diagram illustrates the primary structural and contractual relationships between MWREF, the Manager and other parties.

Dynasty Services Limited, which is incorporated in Mauritius, provides office and administrative support to the Property Holding Companies, including book-keeping, liaising with local auditors, administrators and other local service providers, preparing board papers, communicating with local directors, and managing local regulatory, accounting and tax filings. Dynasty Services Limited is not an Obligor as it does not hold material assets, so payments made by the Property Holding Companies to Dynasty Services Limited for the provision of such services are funded from free cash flow outside the security provided by the Obligors.

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Corporate Governance Structure

Legal proceedings Neither MWREF nor the Manager nor any of the Property Holding Companies is currently involved in any material litigation nor, to the Manager's knowledge, is there any material litigation currently threatened against either the Manager, the Property Holding Companies or MWREF.

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MACQUARIE RETAIL MANAGEMENT (ASIA) LIMITED Macquarie Retail Management (Asia) Limited has been appointed as the Manager of MWREF to provide management services to MWREF pursuant to an investment management agreement dated 13 November 2006 (as amended from time to time). The Manager was incorporated in Hong Kong on 30 September 2005 and has been a wholly owned subsidiary of Macquarie Group since 2010. The Macquarie Group Macquarie Group is listed in Australia (ASX:MQG; ADR:MQBKY) and is regulated by APRA (Australian Prudential Regulation Authority), the Australian banking regulator and is the owner of Macquarie Bank Limited, an authorised deposit taker. As at 31 December 2013, Macquarie Group had a market capitalisation of approximately A$17,600 million (US$15,700 million). Macquarie Bank Limited (“Macquarie Bank”), a member of Macquarie Group, has been trading as a licensed bank in Australia since March 1985. Macquarie Group, together with its associates, employs more than 13,900 people in 28 countries and had assets under management of A$385,000 million (US$344,000 million) as at 30 September 2013. Macquarie Infrastructure and Real Assets (MIRA) MIRA is a division within Macquarie Group’s fund management business. MIRA is a leader in alternative asset management worldwide, specialising in infrastructure, real estate, agriculture and other real asset classes via public and private funds, co-investments, partnerships and separately managed accounts. MIRA has a team of approximately 400 experienced professionals located in 20 countries which manages over 50 funds with A$108,000 million (US$101,000 million) of assets10. MIRA’s expertise has been recognised with international awards such as the Towers Watson Largest Alternative Asset Manager award in 2010, 2011 and 2013, the Asian Investor Best Real Estate Fund Manager award in 2012 and the Asian Investor Best Infrastructure Fund Manager award in 2012. The Property Manager The Property Managers, Beijing Jones Lang LaSalle Property Management Service Co., Ltd. and Jones Lang LaSalle Surveyors (Shanghai) Co., Ltd., assumed management of the individual Properties between 1 April 2012 and 1 February 2013. Each Property Holding Company has entered into a Property Management Agreement with the respective Property Manager and appointed the Property Manager to perform property management duties and maintain the Properties. The Property Manager is under a duty to ensure the buildings in the Property are in good working order including ensuring that the basic management functions are being carried out. Under each Property Management Agreement, each Property Manager provides services to all tenants and manages the car parks owned by the Property Holding Companies using the property management fees to fund operating costs and to pay its remuneration. Management Organisational structure of the Manager The Manager has adopted a management structure which provides dedicated resources to its core functional responsibilities of fund and asset management and access to the resources of the Macquarie Group for other responsibilities, as follows: •

Fund management: This deals with the formulation and implementation of the Manager's fund investment and financing strategies and market research and investor relations initiatives. The Chief Executive Officer has ultimate responsibility for this function.

10

Based on proportionate enterprise value, calculated as proportionate net debt and equity value as at 30 June 2013 for the majority of assets.

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•

Asset management: This deals with the operational aspects of the Properties, covering areas such as strategic asset planning, marketing and development, lettings, property and tenancy management, property maintenance and asset improvements. The Property Manager is responsible for the day to day operation of each Property and asset managers will be responsible for managing and monitoring the relationships with and performance of, each Property Manager. Responsibilities of the asset managers include overseeing and approving property budgets, making recommendations on leases and maintaining relationships with key tenants. The asset managers work with each Property Manager to maximise income and returns from the Properties. The asset managers report to the Chief Executive Officer.

•

Finance, compliance and corporate functions: These support the Manager's core asset management and fund management functions. Personnel will perform tasks relating to human resources, information technology, business services and administration, financial accounting and reporting and other administrative support. Generally, these personnel are provided to the Manager from the Macquarie Group on a non-exclusive basis.

From an operational perspective (performance reviews, day to day reporting and supervision), these personnel are employed by the Macquarie Group and come within the Macquarie Group's processes and organisational reporting structures. From time to time, Macquarie Group may second employees to the Manager, at the reasonable request of the Manager. However, for specific matters relating to the Manager and MWREF, particularly in relation to compliance with applicable laws and regulations and the governing documents of MWREF, the Risk Manager reports on these matters to both the Chief Executive Officer and the board of the Manager. The Chief Executive Officer, Chief Investment Officer and the Macquarie Group's Internal Audit Department will report on these key matters to the board of the Manager. The following chart summarises the organisational structure of the Manager:

MWREF Limited (MWREF)

Investment Management Agreement

Fund Manager – MRMAL Board (includes two Macquarie directors and three independent directors)

Andrew Taylor

Macquarie Operational Support

Other service providers

Chief Executive Officer 22years of real estate experience

Alice Tang Leo Kwong Stella Jiang

Resources to be provided by the Macquarie Group include: — Financial Accounting and Reporting — Compliance and Operations — Legal / Company Secretariat — Human Resources — Information Technology — Treasury / Finance — Business Services & — Administration

Macquarie Retail Specialists Raymond Lee Kelvin Chan Chief Investment Officer Chief Portfolio Officer 22 years of real 11 years of real estate experience estate experience

Kejia Sun

Winnie Yip Leasing Manager 18 years of real estate experience

Mark Liu

Consultant

Asset Manager

19 years of real estate experience

17 years of real estate experience

Leisa Grant Assistant Fund Manager 13 years of real estate experience

Hugh Baggie Operations Manager

Managing Agent (Subsidiaries of Jones Lang LaSalle) Property Manager (Subsidiaries of Jones Lang LaSalle)

2years of real estate experience

Chief Executive Officer — Andrew Taylor Since joining Macquarie in 2004, Mr Taylor has had significant involvement in the development and launch of the China Shopping Centre business. He led the team that purchased the assets for MWREF, set up the management team, raised equity against the portfolio twice and debt four times. The debt raising included the first ever CMBS issue secured against a Chinese real estate portfolio with an Arating. As MWREF has matured, Mr Taylor has established a second business also targeting Chinese retail investment properties. Mr Taylor’s other responsibilities within the Macquarie Group’s funds business have included involvement with Macquarie Goodman Asia and Macquarie MEAG Prime REIT, where he was a board member. He has also worked in Macquarie Capital Advisers in Asia undertaking corporate finance work for property corporates in the region, while remaining a consultant to MWREF. 57

Prior to joining Macquarie, Andrew spent nine years heading regional real estate research for a number of European investment banks. He relocated to Hong Kong in 1992 with Jones Lang Wootton where he worked in the valuation, research and consultancy divisions focusing on Greater China, Vietnam and the Philippines. His principal responsibilities include overall operational and management responsibility for MWREF and Macquarie China Retail Company 1 Limited (“MCRC”) and leading the acquisitions team. Chief Investment Officer — Kelvin Chan Mr Chan is a Managing Director of MIRA based in Hong Kong, and has acted as the Chief Investment Officer for both MWREF and MCRC since their inception. Mr Chan was intimately involved in the establishment of MCRC in 2011, and his ongoing responsibility includes sourcing, negotiating, due diligence, debt financing and executing acquisitions and joint venture arrangements. In particular, Mr Chan played a leading role throughout the process from sourcing to closing a key project in Shanghai, being MCRC’s first acquisition in China in 2012. Mr Chan was a core team member on the acquisition of a portfolio of nine retail centres in China by a Macquarie Group-led and managed syndicate of institutional investors in 2005, as well as the subsequent formation of MWREF in 2006. In his role as Chief Investment Officer, he has led or been involved in the management team’s ongoing efforts relating to areas including joint venture relationship management, tenant negotiations, debt refinancing and shareholder management. Mr Chan was previously a member of the Macquarie Real Estate team in Hong Kong responsible for the US$308 million Schroder Asian Properties L.P. real estate private equity fund and was involved in business development across Asia. Mr Chan has been based in Hong Kong since 2002 and has over 16 years of experience with Macquarie in Sydney, New York and Hong Kong. During this time Mr Chan has been involved in real estate transactions in Japan, Korea, Hong Kong, Macau and the PRC covering the retail, office, logistics and residential sectors. Assistant Fund Manager — Leisa Grant Ms Grant joined Macquarie in 2004 and has been based in Hong Kong since 2005, playing a pivotal role in coordinating the accounting and fund management areas in relation to the initial acquisition of a portfolio of nine shopping malls across China, and the subsequent formation of MWREF and MCRC. Ms Grant has been the Assistant Fund Manager for MWREF and Chief Operating Officer for MCRC since their inceptions. Ms Grant is currently also responsible for overseeing the asset management of the assets including oversight and establishment of the onsite operations. Ms Grant was previously the Assistant Fund Manager for Macquarie Countrywide Trust (“MCW”) with responsibilities for financial and capital management, acquisition analysis and reporting. MCW is a Listed Property Trust in Australia with significant investments in retail property assets in Australia, United States of America and New Zealand. Ms Grant joined the Macquarie Group in 2004 from PricewaterhouseCoopers after obtaining experience in auditing and compliance of property trusts in Australia, tax structuring of cross border real estate transactions for European funds in London and performing due diligence for property transactions in Australia. Ms Grant has over 15 years of experience in chartered accounting and real estate transactions. Ms Grant resides in Hong Kong and has played a pivotal role in coordinating the accounting and operations areas in relation to a group of institutional investors which hold the Properties through DHCL. Ms Grant was born and educated in Australia and is a member of the Institute of Chartered Accountants in Australia.

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COLLECTION OF RENTALS Managing Agents The Property Holding Companies have appointed Jones Lang LaSalle as the Managing Agents to provide certain services in relation to the Leases as set out in the Agency Agreements. These services include collecting rental income from tenants on behalf of the Property Holding Companies and arranging for remittance offshore, managing disputes arising from rental arrears on behalf of the Property Holding Companies, paying certain PRC taxes on behalf of the Property Holding Companies (including acting as withholding agent of the Property Holding Companies in the PRC), making insurance claims in respect of the Properties, preparation of certain budgets and reports relating to the operation of the Properties and certain other matters relating to the Properties. Collection from Tenants Rental payments are made by tenants primarily by cheque, telegraphic transfer or by way of electronic banking settlement into one of the nine Local Collection Accounts. Subject to any applicable tax deduction made by the relevant Managing Agent in relation to corporate income tax paid on a withholding basis ("WHT"), stamp duty, business tax (plus local surcharges), real estate tax ("RET") and Urban Township Land Use Tax (“UTLUT”) from the rental income, the balance of such rental collections is transferred to the Central Collection Accounts.

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Tenants Rental payments — Cheque — Electronic banking — Telegraphic transfer

Local Collection Accounts (Southern)

Local Collection Accounts (Northern) Tax payments — Business tax (plus local surcharges) — RET — Stamp duty — Urban township land use tax — Withholding tax

Central Collection Accounts (Southern) Payment Completion Certificate

Payment Completion Certificate

Central Collection Accounts (Northern)

Tax payments — Business tax (plus local surcharges) — RET — Stamp duty — Urban township land use tax — Withholding tax

Retention for Local Expenses

Retention for Local Expenses

Central Collection Bank Conversion of RMB to USD

Lodge Repatriation Application Onshore Offshore

Property Company’s Offshore Accounts

Common Security Account

Deduction and Payment of PRC Taxes by the Managing Agents There are currently five major types of taxes which are applicable to the Property Holding Companies in respect of the property ownership and the rental income earned by the Property Holding Companies in the PRC, being business tax (plus local surcharges), UTLUT, RET, WHT and stamp duty. These taxes, except for UTLUT, are calculated predominantly based on gross rental income, as discussed below. Business Tax (plus local surcharges) Leasing properties in the PRC is considered a business activity which attracts business tax in the PRC. Accordingly, the Property Holding Companies are subject to business tax at the rate of 5 per cent. on the gross rental income derived from the leasing of the Properties. In addition, the Property Holding Companies are subject to specific local surcharges levied in each of the location, which include urban maintenance and infrastructure tax at the rate of 7%, 5% or 1%, education surcharge at the rate of 3% and local education surcharge at the rate between 1% to 2% of the payable amount of the Business Tax.

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UTLUT The Property Holding Companies are each liable to pay UTLUT in respect of the ownership of the land use rights in the PRC. UTLUT is levied on the area of the land use rights at national rates ranging from RMB0.6 to RMB30 per square meter per annum across the PRC generally, depending on the location of the land. RET The Property Holding Companies, being owners of real estate property in the PRC, are subject to RET, which is collected by local taxation authorities. There are two methods for calculating the RET under the prevailing RET laws and regulations in the PRC, commonly known as the "discounted original cost method" for self-used/ vacant/ un-leased properties and the "rental income method" for leased properties. The Property Holding Companies are subject to RET based on the “rental income method” at 12.0% of the gross rental income, except for Wuhan Holding Company Limited which is entitled to a reduced RET rate of 8% in accordance with a local tax notice. WHT The Property Holding Companies are subject to corporate income tax on a withholding basis in the PRC at the rate of 10% on gross rental income. See "Risk Factors—Risks relating to the Properties— Changes in PRC Taxation regulations may adversely affect the results of operations of the Property Holding Companies". Stamp Duty Each of the landlord and tenant pay a 0.1 per cent. stamp duty based on the total contracted rental income of each lease during the lease term as stated on the lease rental contract. Payment of Taxes by the Managing Agents Under the terms of the Agency Agreements, the Managing Agents are responsible for paying taxes on behalf of the respective Property Holding Companies. In respect of the Properties located in the northern cities of the PRC (i.e., Dalian, Harbin, Shenyang, Tianjin) (the “Northern Cities”), the practice of the local taxation bureaus requires payment to be made from a bank account located in the respective cities in which such Properties are located. Accordingly, the Managing Agents in the Northern Cities will, after rental collections have been deposited into the respective Local Collection Accounts, arrange for payments relating to such rental collections to be paid from the Local Collection Accounts. In respect of the Properties located in the southern cities of the PRC (i.e., Changsha, Jinan, Nanjing, Nanning and Wuhan) (the “Southern Cities”), the practice of the local taxation bureaus requires payment to be paid from the Southern Central Collection Account. Thus, the Managing Agents will arrange for payments to be paid from the Southern Central Collection Account after rental collections have been transferred from the respective Local Collection Accounts to the Southern Central Collection Account. See "Transfers to Central Collection Accounts" below. PRC tax payments are evidenced by the issuance of a tax payment completion certificate issued by the respective taxation bureaus (for the Properties located in the Southern Cities) and by the respective Managing Agents (for the Properties located in the Northern Cities). Transfers to the Central Collection Accounts Under the terms of the Agency Agreements, the Managing Agents are required to transfer rental collections (after making deductions for payment of PRC taxes, where appropriate) into the Central Collection Accounts within twenty (20) PRC and Hong Kong business days after such rental collections are received from the related Local Collection Account. In practice, however, such transfers often occur within a shorter period of time, depending on the timing of the payment of PRC taxes for such rental collections.

61

For the Properties located in the Southern Cities (where PRC tax payments can be made from the Southern Central Collection Account), the Managing Agents can, upon receipt from the Local Collection Accounts, arrange for the transfer of rental collections to the Southern Central Collection Account without any significant delays. For the Properties located in the Northern Cities, PRC tax payments have to be paid from the Local Collection Accounts before rental collection can be transferred to the Northern Central Collection Account. It is the general practice of the taxation bureaus to accept filing and payment of business tax (plus local surcharges), RET, WHT, UTLUT and stamp duty for a taxable period within the first 10 to 15 days after the end of the taxable period in which they are due (the "Local Tax Cycle"). To the extent that business tax (plus local surcharges), RET, WHT, UTLUT and stamp duty in respect of any rental collected has not been made by the end of a Local Tax Cycle, such taxes will be paid during the next succeeding Local Tax Cycle. For rental collected in respect of the Properties located in the Northern Cities, transfer to the Northern Central Collection Account will occur after payment of business tax (plus local surcharges), RET, WHT, UTLUT and stamp duty during the Local Tax Cycle. Repatriation of Income After payment (or retention of such amounts for payment) of the applicable PRC taxes, the Managing Agents will deduct amounts from the Central Collection Accounts on account of (a) certain operating expenses towards retention of an expense reserve with respect to operating expenses for all the Property Holding Companies and (b) allocation to capital expenditure for all the Property Holding Companies. The remaining balances in the Central Collection Accounts will then be repatriated offshore. Each Managing Agent must, after making such deductions as specified above, arrange for the conversion of such rental collections from RMB into U.S. dollars, and the remittance of such U.S. dollar amounts to the relevant Property Holding Company's charged accounts by lodging a repatriation application with the Central Collection Bank. The Central Collection Bank is a commercial bank qualified by SAFE for foreign exchange related transactions. As a prerequisite to processing a repatriation application, the Central Collection Bank will require the applicant to provide certain supporting documentation, including: •

SAFE registration certificate (only required with the first repatriation application, which have been completed in respect of all the Properties);

•

tax recordal documentation and, if required, tax payment proof for cross-border remittance amounts of U.S.$50,000 or more;

•

a copy of the relevant lease agreement (only required with the first repatriation application with respect to any new lease);

•

in respect of rental income, evidence (in the form of a lease registration certificate) that the relevant lease has been registered with the applicable local Property Leasing Centre (only required with the first repatriation application with respect to any new lease);

•

a copy of the relevant agency agreement (only required upon request);

•

property title deed (only required upon request); and

•

payment notice.

Upon being satisfied that the supporting documents of the repatriation application are in order, the Central Collection Bank will arrange for the conversion of RMB into U.S. dollars (at the RMB/U.S. dollar spot rate applicable at the time) and effect the offshore remittance. This remittance process usually takes approximately one week from the time of submission of the repatriation application (usually the fourth week of each month). See "Risk Factors—Risks relating to the Properties—The ability of Property Holding Companies to collect rentals and remit such rentals outside the PRC is dependent on the Managing Agent and is subject to factors outside their control".

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Transfers from PHC Charged Accounts to Borrower Payment Account Pursuant to instructions given by each of the Property Holding Companies to the Account Bank, the Account Bank is required to transfer any amounts standing to the credit of the PHC Charged Accounts of the Property Holding Companies, on a monthly basis, to the Borrower Payment Account. Such amounts will remain in the Borrower Payment Account until they are applied by the Borrower on the next succeeding Borrower Quarter Date in accordance with the provisions of the Transaction Administration Agreement. See "Description of the Principal Transaction Documents—Description of the Principal Borrower Amounts—Transaction Administration Agreement—Application of Funds".

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PRC LEGAL MATTERS Titles to the Properties Under the Constitution of the PRC, land in cities is owned by the State, unless otherwise declared by law. Exclusive entitlement to land by private entities consists of a land use right only. A land use right is the right to develop, lease or mortgage the land for a certain prescribed period. The land use right can be obtained by either allocation or grant. In limited circumstances, the land use right can be obtained by allocation without paying fees to the local government but the purpose of usage under such circumstances is normally not for commercial or residential use. The allocated land use right generally cannot be transferred, leased or mortgaged unless and until the land use right is first converted into a granted land use right. For a commercial or residential real estate developer, the typical method of obtaining land use rights from the local government is through a grant with payment of the land grant fees. The land use right can be granted in two ways: one is through negotiation and the other is by public offering, auction or bidding. Before 31 August 2004, most of the land use rights were granted through negotiation. However, thereafter, the land use right grants have been generally required to go through public offering, auction or bidding for the purpose of openness, fairness, competition and transparency. Depending on the usage and land grant fees paid to the local government, there are three types of land use rights that can be granted: (a)

land use right for residential use, normally with a term of 70 years;

(b)

land use right for office or industrial use, normally with a term of 50 years;

(c)

land use right for commercial use, normally with a term of 40 years; and

(d)

land use right for composite use or other uses, normally with a term of 40 years.

The ownership of the land use right is effected by the issuance of a land use right certificate by the local government evidencing that the land operator has been granted land use rights to develop and operate the property in accordance with the law. These rights can be assigned, mortgaged or leased. Ownership of the building annexed to the land has a separate title certificate issued to the owner. All land use rights and building ownership rights which are duly registered are protected by law. PRC law requires that the transfer of a land use right includes the building annexed to the land. After the transfer, the transferee's interest in the land is evidenced by a new land use right certificate and a building certificate to be issued by the local government. The term of the land use right after the transfer will normally be the period from the date of transfer until the expiry of the residual term of the initial land use right. It has not been possible to submit an application to register the Mortgage granted by Changsha Holding Company Limited in respect of the Property owned by it. See “Risk Factors—Absence of Registration in respect of the Mortgage over the Property owned by Changsha Holding Company Limited.” As at the date of this Offering Circular: •

building ownership certificates for all of the Properties have been obtained;

•

land use rights certificates for all of the Properties have been obtained; and

•

none of the land use rights certificates for the Properties expire before 2042, except for the Nanjing Property which expires in 2032.

Strata Ownership Under PRC law, a property owner within a defined building zoning area enjoys exclusive property rights with respect to the exclusive area owned by it/him/her, and in case there are two or more property owners within a building zoning area, all property owners shall share the rights with respect to the common area and observe the obligations with respect to the common area and other owner(s)’ 64

rights within the building zoning area. The common area and properties (“Common Properties”) within a building zoning area are generally defined as the roads, greened area, trees, open area, facilities, equipment and property service house supporting the use and operation of the building zoning area. If an owner assigns its/his/her exclusive property rights within the building zoning area, its/his/her rights with respect to the Common Properties shall be assigned automatically. The PRC law further defines the common rights of all property owners within a building zoning area as the following: (1) to formulate and amend the by-law of the owners’ convention; (2) to elect the members of owners’ committee and replace any members of the owners’ committee; (3) to formulate and amend the management covenants for the normal use, enjoyment and operation of the properties within the building zoning area; (4) to appoint or dismiss the property service provider or other property manager; (5) to collect and expend the maintenance funds for the maintenance and repair of the buildings, equipment and other facilities within the building zoning area; (6) to alter or reconstruct the buildings and other facilities within the building zoning area; and (7) to decide on any other matters of common rights and interests. The PRC law provides that any decision on any matter under items (5) and (6) above must be approved or adopted by at least two-thirds of the total number of property owners as well as all property owners whose exclusive area accounting for at least two-thirds of the total exclusive area owned by all property owners within the building zoning area, and any decision on any matter other than those under items (5) and (6) must be approved or adopted by at least 50% of the total number of property owners as well as all property owners whose exclusive area accounting for at least 50% of the total exclusive area owned by all property owners within the building zoning area. The PRC law stipulates the following obligations for every property owner within a building zoning area: (1) to observe the management covenants and the by-law of the owners’ convention; (2) to observe the rules relating to the use of Common Properties and maintenance of public order and environmental hygiene; (3) to implement the decisions and resolutions made by the owners’ convention and the owners’ committee; (4) to pay the maintenance funds in accordance with the law and the decision of the property owners; (5) to pay the property service fees in accordance with the management covenants or otherwise in a timely manner; and (6) to observe any other obligations as provided by the law. Although the common rights and obligations within a building zoning area as provided by PRC law apply to a situation where two or more property owners are existing within a building zoning area, there is no concept or definition of strata ownership under PRC law. The term “strata ownership” or “strata owners” or “strata titles” is for reference only and should be understood within the context of the existing provisions under PRC law. Mortgages in the PRC A mortgage created over the property is perfected by registration with the local land and housing authority. Once such registration is completed, the mortgagee will have first priority over subsequent mortgagees and unsecured creditors of the property owner. Information on the mortgage registration is available to the public through title searches to be conducted with the local land and housing authorities. Upon enforcement of a mortgage, if the courts in the PRC give judgment in favour of the mortgagee, the mortgagee may apply to the competent court for the enforcement of such judgment, 65

which would be with respect to both the building and the land use rights pertaining to the relevant Property. To enforce a mortgage in the PRC, the mortgagee may either: (i) dispose of the mortgaged property with the consent of the mortgagor or its liquidator; or (ii) go through court proceedings. Once a court enforcement order is sought, the parties cannot renegotiate the value of the property concerned without going through a court supervised auction process. An appraiser will be engaged to decide the base price of the property for the first auction, and, if this first auction fails, the base price will be lowered by 20 per cent. and a second auction will be arranged. If the second auction fails, a third auction, with the base price lowered by another 20 per cent., will be arranged. Only when this third auction fails and the court’s subsequent announcement for private sale fails to be responded to, can the parties renegotiate the price for the property. A mortgagor may appeal to a higher court, but during the appeal, the enforcement procedure continues. There is no legal requirement as to how long a mortgage enforcement procedure should take. In practice, it is decided on a case by case basis. Generally, a court order for enforcement will be made within six months, and in practice, usually within two months if there are no significant disputes between the mortgagor and the mortgagee. Court supervised auction procedures may be prolonged; in some cases, it can take years. If a mortgage is enforced within the PRC through a court judgment or decision or by an arbitration award or binding settlement instrument produced by a qualified mediator, the enforcement proceeds in Renminbi can be converted into a foreign currency and then remitted overseas to the mortgagee through one of the Forex Dealers, without approval from SAFE or any other government authority. Normally, a Forex Dealer will require the following documents for examination in order to process the conversion and remittance transaction: (i) written application; (ii) court ruling or arbitration award or binding settlement instrument produced by a qualified mediator; and (iii) tax filing paper issued by a competent tax authority and tax payment proof relating to the transaction. If there is a voluntary sale of any properties to a Chinese purchaser, without the involvement of a PRC court, an arbitration tribunal or a qualified mediator, the applicant (i.e., Chinese purchaser of the subject property) can submit the following documents to a Forex Dealer to convert the sale proceeds in Renminbi into a foreign currency and remit the foreign currency amount overseas: (i) written application; (ii) property sale and purchase contract, compensation agreement and relevant explanation statement and supporting documents, and (iii) tax filing paper issued by a competent tax authority and tax payment proof relating to the transaction. Pledge over Account Receivables in the PRC Pursuant to the Property Law of the PRC and the Measures of Pledge Registration for Account Receivables, both of which came into effect from 1 October 2007, any entity or individual may pledge its/his account receivables to secure the debt of its/his own or any third party. Account receivables are defined as any present and future right to demand payment of monetary credit and any proceeds arising thereof, which is acquired by an entity or individual from the counterparty as the obligor during the course of providing goods, service or facility to the counterparty, and such rights include the right to rental payment and right to proceeds from a real property sale. The pledge right is created and becomes effective upon the due registration of the pledge with the People’s Bank of China (“PBOC”), and after the registration, the pledgee has priority over the account receivables pledged, against the right of the pledgor and any other creditors of the pledgor. The pledge right has a term up to five years, although the pledgee and pledgor may extend the pledge prior to the expiry of the pledge term. In the case that the debtor fails to repay the debt in accordance with the contract or otherwise, the pledge right can be exercised, and the pledgee may realize the repayment by an assignment of the pledged account receivables or from the sale proceeds of the pledged account receivables. Where a pledge is enforced through a court judgment or decision or by an arbitration award or binding settlement instrument produced by a qualified mediator, the pledgee may convert the proceeds in

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Renminbi into a foreign currency and remit the foreign currency amount overseas by following the procedure set out in the paragraph titled “Mortgages in the PRC” above. If there is a voluntary assignment or sale of the pledged account receivables, without the involvement of a PRC court, an arbitration tribunal or a qualified mediator, the pledgee may convert the proceeds in Renminbi into a foreign currency and remit the foreign currency amount overseas by following the procedure set out in the paragraph titled “Mortgages in the PRC” above. Other Security Interests in the PRC Unlike mortgages and pledge of account receivables, there is no law or regulation for the registration or filing of a charge or security over the assignment of insurance proceeds, rental and other contractual rights. However, pursuant to the Contract Law of the PRC, an entity or individual may assign its/his rights under a contract to a third party, provided the assignor serves a written notice to the contract counterparty as the obligor. The Assignment Agreement provides that the assignors as legal and beneficial owner assign to the assignee (acting on its own behalf and as security agent for the Lender and each other Finance Party), with effect from the Utilisation of the Facility, and to the fullest extent permitted by applicable laws, all of the assignors’ rights, interests and benefits in and to each assigned document (other than those rights to account receivables of the assignors under relevant assigned documents, which are secured in favour of the assignee under the relevant Pledge over Receivables) upon the terms therein. Each of the Property Holding Companies represents in the Assignment Agreement that upon the first Utilisation of the Facility, the assigned rights are beneficially owned by each assignor free from any Security or assignment except those created or contemplated under or pursuant to the Finance Documents to which it is a party, and each of them further undertakes that throughout the continuance of the Assignment Agreement and so long as the Obligations or any part thereof remains outstanding, unless the assignee otherwise agrees in writing, it will not create or attempt or agree to create or permit to arise or exist any Security over all or any part of the assigned rights or any interest therein or otherwise assign, deal with or dispose of all or any part of the assigned rights (except under or pursuant to the Finance Documents to which it is a party). As a result of the assignment, the assignee has acquired all of the assignors’ rights, interests and benefits in and to each assigned document as described under the Assignment Agreement and the assignee will be in a position that is similar to having the "first ranking priority" with respect to the assigned rights. In the event the assignee exercises the assigned rights over the insurance proceeds, rental and other assigned rights, it shall have the right to claim, collect or take any measures to collect the proceeds payable from the Contract Counterparty and enter into agreements to terminate the assigned documents with the Contract Counterparty and to exercise all other rights of the assignors under the assigned documents, without assignors’ consent or authorization. Alternatively, it shall have the right to institute litigation, defend in litigation, enter into agreement or waive the claim for damages in connection with the assigned documents. Where the assignee intends to convert the proceeds in Renminbi from the exercise of the assigned rights over the insurance proceeds, rental and/or other assigned rights into a foreign currency and remit the foreign currency amount overseas, it can follow the procedure set out in the paragraph titled “Mortgages in the PRC” above.

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THE BORROWER General Dynasty Property Investment (Holdings) Limited (the "Borrower") was incorporated (registration number 38381) in Bermuda on 12 May 2006. The registered office of the Borrower is at Penboss Building, 50 Parliament Street, Hamilton, HM12, Bermuda and its telephone number is +1 441 295 8282. The Borrower has no subsidiaries. Principal Activities The principal objects of the Borrower are set out in its Memorandum of Association and By-laws and are, inter alia, to borrow or raise or secure the payment of money and to secure the same or the repayment or performance of any debt. Directors and Secretary The directors of the Borrower and their other principal activities and business addresses are: Name Matthew Banks

Other Principal Activities Business Person

Andrew James Emery Taylor

Business Person

Richard Henry Black

Business Person

Business Address 11th Floor, 1 Martin Place, Sydney, NSW, Australia 2000 18th Floor, IFC One, 1 Harbour View Street, Central, Hong Kong The Hamptons, Unit 7, 14 Hamptons Lane, Southampton SN02, Bermuda

The secretary of the Borrower is Lynniece L. Robinson of ISIS Fund Services Ltd. There are no potential conflicts of interest between the duties which the directors have to the Borrower and any other private interests that each of the directors may have. The Borrower does not expect its principal shareholder to abuse control of it. There are no measures in place to ensure that such control is not abused.

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TERMS AND CONDITIONS OF THE NOTES The Issuer has issued the U.S.$232,000,000 Class A Floating Rate Secured Notes due 2021 (with a principal amount equivalent to CNH1,410,400,000) (the “Class A Notes”) and the U.S.$58,000,000 Class B Floating Rate Secured Notes due 2021 (with a principal amount equivalent to CNH352,600,000) (the “Class B Notes” and, together with the Class A Notes, the “Notes”) pursuant to a resolution of the board of directors of the Issuer passed on 7 March 2014. The Notes are constituted by the Note Trust Deed (the "Note Trust Deed") dated on or about 12 March 2014 between, inter alios, the Issuer and DB Trustees (Hong Kong) Limited (in its capacity as Class A note trustee, the “Class A Note Trustee” and in its capacity as Class B note trustee, the “Class B Note Trustee” and together with the Class A Note Trustee, the “Note Trustees”) and are secured by the security described below. The following terms and conditions of the Notes are subject to the detailed provisions of the Note Trust Deed, the Note Agency Agreement and the Deed of Charge (Issuer). The Noteholders are entitled to the benefit of and deemed to have notice of the provisions of: (a) the Note Trust Deed; (b) the note agency agreement dated on or about 12 March 2014 among, inter alios, Deutsche Bank AG, Hong Kong Branch (the "Principal Paying Agent"), the Issuer and the Note Trustees (the "Note Agency Agreement"); (c) the administration agreement dated on or about 12 March 2014 among, inter alios, MaplesFS Limited (the "Corporate Services Provider") and the Issuer (the "Issuer Administration Agreement"); (d) the loan sale agreement dated on or about 12 March 2014 between the Issuer and Standard Chartered Bank (Hong Kong) Limited (the "Loan Sale Agreement"); (e) the swap agreements dated on or about 12 March 2014 between the Issuer and the Swap Provider (the "Swap Agreements"); (f) the liquidity facility agreement dated on or about 12 March 2014 between, inter alios, the Issuer and the Liquidity Facility Provider (the "Liquidity Facility Agreement"); (g) the deed of charge (issuer) dated on or about 12 March 2014 between, inter alios, the Issuer, the Note Trustees, DB Trustees (Hong Kong) Limited (in its capacity as security trustee, the "Security Trustee"), the Principal Paying Agent, the Reference Agent, the Issuer Transaction Administrator, the Class C Agent, the Note Registrar and the Corporate Services Provider (the "Deed of Charge (Issuer)"); (h) the Lender Agreement dated on or about 12 March 2014 between, inter alios, the Issuer and Standard Chartered Bank (Hong Kong) Limited (the “Lender Agreement”); and (i) the amended and restated master deed of definitions, interpretation and construction clauses (the "Amended and Restated Master Definitions Deed") appearing in the Schedule to the deed of amendment dated on or about 12 March 2014 relating to master deed of definitions, interpretation and construction clauses dated 13 December 2013 and entered into between, inter alios, the Issuer and DB Trustees (Hong Kong) Limited. Copies of the Note Trust Deed, Note Agency Agreement, Class C Loan Agreement, Deed of Charge (Issuer), Loan Sale Agreement, Swap Agreements, the Liquidity Facility Agreement, the Lender Agreement and the Issuer Administration Agreement (together with the Note Subscription Agreement, the "Issuer Transaction Documents") and the Amended and Restated Master Definitions Deed will be available for inspection at the Specified Office of the Principal Paying Agent and at the registered office of the Issuer. Capitalised terms used in these terms and conditions of the Notes (the "Note Conditions") and not otherwise defined herein bear the meaning ascribed to them in the Amended and Restated Master Definitions Deed. 1.

Form, Denomination and Title

(a) Form and Denomination: The Notes are in registered form and each class of Notes will initially be represented by a registered global note in substantially the form set out in the Third Schedule to the Note Trust Deed (each, a "Global Note") and will be issued in the amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. A definitive note certificate (each, a "Definitive Note Certificate") will be issued to each Noteholder in respect of its registered holding of the Notes of a class in the circumstances specified in the relevant Global Note. Each Definitive Note Certificate will be serially numbered with an identifying number which will be recorded on the relevant Definitive Note Certificate and in the register of the Noteholders in respect of the Notes of a class (the "Note Register") which will be kept by the Note Registrar. (b) Title: Title to the Notes will only pass by registration in the Note Register. Interests in Notes represented by the relevant Global Note will be transferable only in accordance with the rules and 69

procedures for the time being of Euroclear or Clearstream, Luxembourg as appropriate. The holder in whose name a Global Note is for the time being registered in the Note Register may (except as ordered by a court of competent jurisdiction or otherwise required by Law) be treated at all times by the Issuer, the relevant Note Trustee, the Security Trustee and the Paying Agents as the absolute owner of the Global Note for the purposes of making payments thereon (regardless of any notice of ownership, trust or other interest therein) and none of the Issuer, the relevant Note Trustee, the Security Trustee and the Paying Agents shall be liable for treating such holder as the absolute owner for all purposes. In these Note Conditions, "Noteholder" and (in relation to a Note) "Holder" means the person in whose name a Note is registered. (c) Transfers: A Note may be transferred by depositing the Definitive Note Certificate issued in respect of that Note, with the form of transfer on the back duly completed and signed, at the Specified Office of the Note Registrar. (d) Delivery of Definitive Note Certificates: Each new Definitive Note Certificate to be issued upon a transfer of any Notes will, within seven business days of receipt by the Note Registrar of the form of transfer, be mailed by uninsured mail at the risk of the holder entitled to the Notes to the address specified in the form of transfer. Where only some of the Notes in respect of which a Definitive Note Certificate is issued are to be transferred or redeemed, a new Definitive Note Certificate in respect of the Notes not so transferred or redeemed will, within seven business days of deposit or surrender of the original Definitive Note Certificate with or to the Note Registrar, be mailed by uninsured mail at the risk of the holder of the Notes not so transferred or redeemed to the address of such holder appearing on the Note Register. (e) Registration of Transfers: Registration of a transfer of any Note will be effected without charge by or on behalf of the Issuer or the Note Registrar, but upon payment (or the giving of such indemnity as the Issuer or the Note Registrar may reasonably require) in respect of any tax or other governmental charges which may be imposed in relation to it. (f) Closed Period: No Noteholder may require the transfer of a Note to be registered during the period of ten business days ending on the due date for any payment of any amount on the Note. (g) Note Agency Agreement: All transfers of the Notes and entries on the Note Register will be made in accordance with the provisions of the Note Agency Agreement. For the purposes of this Note Condition 1, "business day" means any day on which banks are open for business in London and in the place of the Specified Office of the Note Registrar. 2.

Status and Security

(a) Status: The Notes constitute direct, general and limited recourse obligations of the Issuer, secured in accordance with the provisions of the Note Trust Deed, as described above. Notes of the same class will at all times rank pari passu among themselves and without any preference or priority among themselves as to payments of interest and principal at all times. (b) Security: The obligations of the Issuer to the Noteholders under the Notes are secured pursuant to the provisions of the Deed of Charge (Issuer). Under the Deed of Charge (Issuer), the Issuer has: (i) assigned by way of first fixed security in favour of the Security Trustee all its rights, title, interest and benefit (present and future, actual and contingent) in, to and under the Note Subscription Agreement and each Issuer Transaction Document to which it is a party, including in each case, without limitation, all its rights to receive payment of any amounts which may become payable to the Issuer thereunder and all payments received by the Issuer thereunder, its security interest in the Loan Security held by the Security Agent on, inter alios, its behalf and the rights to serve notices and/or make demands thereunder and/or to take such action as is required to cause payments to become due and payable thereunder, all rights of action in respect of any breach thereof, and all rights to claim and receive damages or obtain other relief in respect thereof;

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(ii) charged by way of first fixed security in favour of the Security Trustee all its rights, title, interest and benefit (present and future, actual and contingent) in and to all sums of money which may now be or hereafter are from time to time standing to the credit of the Issuer Payment Account, the Issuer Expenses Account and any other bank account (other than the bank account referred to in paragraph (iv) below) in which the Issuer may at any time acquire any right, title or interest or benefit, together with all interest accruing from time to time thereon and the debts represented thereby; (iii) assigned by way of first fixed security in favour of the Security Trustee all its rights, title, interest and benefit (present and future, actual and contingent) in, to and under the Facility Deed and all other contracts, deeds and documents, present and future, to which the Issuer is or may become a party; (iv) charged and agreed to charge by way of first fixed security in favour of the Security Trustee all its rights, title, interest and benefit (present and future, actual and contingent) in and to all other assets and property that it has acquired or may acquire (other than the proceeds of the Issuer's share capital, the U.S.$250 transaction fee payable to the Issuer and the bank account where such amounts are deposited); and (v) charged by way of first floating charge to the Security Trustee the whole of its undertaking and all of its property and assets, whatsoever and wheresoever situate, present and future (other than the proceeds of the Issuer's share capital, the U.S.$250 transaction fee payable to the Issuer and the bank account where such amounts are deposited) to the extent not otherwise effectively charged by way of fixed charge or otherwise effectively assigned as security as described above. Pursuant to the Deed of Charge (Issuer), the Security Trustee (in its capacity as security trustee for the benefit of the Noteholders and the Class C Lenders and not in its individual capacity), the Noteholders, the Class C Lenders, the Liquidity Facility Provider, the Swap Provider, the Note Agents, the Class C Agent and the Corporate Services Provider (together, the "Issuer Secured Parties") have, through the Security Trustee, the benefit of the above described security interests to secure sums due to each of them pursuant to the Notes or the Class C Loan (as applicable) and the Issuer Transaction Documents to which they are a party. (c) Priority: Payments on the Notes prior to the occurrence of a Note Event of Default shall be applied by the Issuer Transaction Administrator and following the occurrence of a Note Event of Default shall be applied by the Security Trustee in accordance with clauses 8.6 and 8.7 prior to the serving of an Issuer Enforcement Notice) or clause 8.13 (after the serving of an Issuer Enforcement Notice) of the Deed of Charge (Issuer). (d) Issuer Secured Parties: The Deed of Charge (Issuer) contains provisions requiring: (i) the Security Trustee to have regard to the interests of the Issuer Secured Parties as regards to all powers, trusts, authorities, duties and discretions of the Security Trustee (except where expressly provided otherwise), provided that (A) where, in the opinion of the Security Trustee, there is a conflict between the interests of any Noteholder and/or Class C Lender, on the one hand, and the other Issuer Secured Parties, on the other hand, the Security Trustee shall give priority to the interests of such Noteholder(s) and/or Class C Lender(s) whose interests shall prevail; (B) where, in the opinion of the Security Trustee, there is a conflict between the interests of the Issuer Senior Creditors, on the one hand, and any other Noteholder and/or Class C Lender, on the other hand, the Security Trustee shall give priority to the interests of the Issuer Senior Creditors whose interests shall prevail; and (C) where all Classes are outstanding and, in the opinion of the Security Trustee, there is a conflict between the interests of the Class B Noteholders and any Class C Lender, the Security Trustee shall give priority to the interests of the Class B Noteholders whose interests shall prevail; and (ii) the Security Trustee, so long as any class of Notes or the Class C Loan is outstanding, as regards all the powers, trusts, authorities, duties and discretions vested in it by the Deed of Charge (Issuer) except where expressly provided otherwise, to have regard to the interests of the Noteholders and/or Class C Lenders and have no regard to the interests of any other party to any Issuer Transaction Document and no such party shall have any claim against the Security Trustee for so doing. 71

3.

Interest

(a) Accrual of Interest: The Notes shall bear interest from and including the Closing Date in accordance with this Note Condition 3. Interest will cease to accrue on each Note from the due date for redemption thereof unless, upon due presentation of such Note, payment of principal is improperly withheld or refused or default is otherwise made in payment thereof. In such event, interest will continue to accrue in accordance with this Note Condition 3 (both before and after judgment in respect thereof is obtained) up to, but excluding, the date on which, upon further presentation thereof, payment in full of the relevant amount is made or (if earlier) the seventh day after the date upon which notice is duly given to the Holder of such Note (in accordance with Note Condition 14) that, upon further presentation thereof being duly made, such payment will be made; provided that such payment is in fact made. (b) Issuer Payment Dates and Interest Periods: Subject to Note Condition 5(e), interest will be payable on the Notes quarterly in arrear on the 17th day of each of March, June, September and December in each year (each, an "Issuer Payment Date") commencing in June 2014 (each, an "Interest Period"). The initial Interest Period will commence on (and include) the Closing Date and end on (but exclude) the immediately succeeding Issuer Payment Date. Each successive Interest Period will commence on and include a Issuer Payment Date and end on (but exclude) the next succeeding Issuer Payment Date. (c)

Note Rate of Interest: The rate of interest (the "Note Rate of Interest") payable in respect of: (i) the Class A Notes in respect of an Interest Period will be the sum of: (A)

LIBOR for 3-month U.S. dollar deposits in respect of the relevant Interest Period; and

(B)

the Class A Applicable Margin (or, after the Expected Maturity Date, the Class A Applicable Margin plus the Additional Margin); and

(ii) the Class B Notes in respect of an Interest Period will be the sum of: (A)

LIBOR for 3-month U.S. dollar deposits in respect of the relevant Interest Period; and

(B)

the Class B Applicable Margin (or, after the Expected Maturity Date, the Class B Applicable Margin plus the Additional Margin),

provided that in determining (A) of sub-paragraphs (i) or (ii) above, the Reference Agent shall use any floating rate that is used by the calculation agent under the Class A Swap Agreement or the Class B Swap Agreement, respectively, in respect of the floating rate payer calculation period corresponding to the relevant Interest Period and which is notified to it by such calculation agent on or before the first day of the relevant Interest Period. (d) Determination of Interest Amounts: The Reference Agent will, on the first day of each Interest Period, calculate the amount of interest (the "Note Interest Amount") payable in respect of each Note for such Interest Period. The Note Interest Amount will be calculated by applying the applicable Note Rate of Interest for such Interest Period to the Principal Amount Outstanding of such Note as at the first day of such Interest Period, multiplying the product by the actual number of days elapsed in such Interest Period divided by 360 and rounding the resulting figure to the nearest cent (half a cent being rounded upwards). (e) Publication: The Reference Agent will cause each Note Rate of Interest and Note Interest Amount determined by it, together with the relevant Issuer Payment Date, to be notified by electronic transmission to the Issuer, the Paying Agents, the Note Trustees, the Issuer Transaction Administrator and the Swap Provider promptly after the first day of the relevant Interest Period but in any event no later than three Business Days after the first day of the relevant Interest Period. Notice thereof shall also promptly be given to the Noteholders in accordance with Note Condition 14. The Reference Agent will be entitled to recalculate any Note Interest Amount (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Interest Period. 72

(f) Certificates to be Final: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Note Condition 3 by the Reference Agent will (in the absence of manifest error) be binding on the Issuer Transaction Administrator, the Swap Provider, the Issuer, the Note Agents and the Noteholders and (subject as aforesaid) no liability to any such person will attach to the Reference Agent or (in the circumstances referred to in paragraph (g) below) the Note Trustees in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes. (g) Failure of Reference Agent: If the Reference Agent fails at any time to determine a Note Rate of Interest or to calculate a Note Interest Amount as aforesaid, the relevant Note Trustee may determine such Note Rate of Interest and such determinations and/or calculations made by the Note Trustee shall be deemed to have been made by the Reference Agent. (h) Limited Recourse: The Issuer's liability to make payments in respect of interest on the Notes may only be satisfied in accordance with Note Condition 16. 4.

Redemption and Cancellation

(a) Redemption on Maturity: Unless previously redeemed in full, the Issuer will redeem the Notes, to the extent of funds available therefor in accordance with the priority of payments set forth in the Deed of Charge (Issuer) in full on the Issuer Payment Date falling in December 2016 (the "Expected Maturity Date") at the Note Redemption Amounts as at such date. "Note Redemption Amount" means, in respect of a class of Notes, on any date, an amount equal to the Principal Amount Outstanding of such class of Notes as at such date plus accrued and unpaid interest thereon to, but excluding, such date. If insufficient funds are available to redeem any one or more classes of Notes at the relevant Note Redemption Amounts on the Expected Maturity Date, the Issuer will continue to make payments of principal and interest on such class or classes of Notes on each succeeding Issuer Payment Date to the extent of funds available therefor in accordance with the priority of payments set forth in the Deed of Charge (Issuer) until the Notes have been redeemed in full at the Note Redemption Amount or until the Issuer Payment Date falling in December 2021 (the "Legal Maturity Date") on which date the Issuer will redeem all classes of Notes in full at the relevant Note Redemption Amounts as at such date. The Issuer may not redeem the Notes in whole or in part prior to the Expected Maturity Date except as provided below in Note Condition 4(b), Note Condition 4(c) and Note Condition 4(d) but without prejudice to Note Condition 8. (b) Early Mandatory Redemption in Whole or Part upon Prepayment of the Term Loan under the Facility Deed: At any time prior to the Expected Maturity Date, the Issuer shall, in the event of repayment or prepayment in whole or in part by the Borrower of the Term Loan, redeem the Notes (to the extent of such repayment or prepayment of the Term Loan by the Borrower) on the next succeeding Issuer Payment Date (after taking into account the amounts required to be paid in priority to or pari passu with the repayments or prepayments of the Notes). If the Borrower prepays voluntarily all or part of the Term Loan, the Issuer shall: (i) first, repay (in accordance with the Class C Loan Agreement) the Class C Loan in whole or in part on a pro rata basis as between the Class C Lenders; (ii) secondly, upon prior written notice to the Class B Note Trustee, the Security Trustee and the Holders of the Class B Notes, redeem the Class B Notes at par in whole or in part on a pro rata basis as between the Class B Notes; and (iii) thirdly, upon prior written notice to the Class A Note Trustee, the Security Trustee and the Holders of the Class A Notes, redeem the Class A Notes at par in whole or in part on a pro rata basis as between the Class A Notes, in each case (as applicable) on the next Issuer Payment Date up to the amount of such prepayment; or if the Borrower prepays all or part of the Term Loan for any reason other than a voluntary prepayment, the Issuer shall: (i) first, upon prior written notice to the Class A Note Trustee, the Security Trustee and the Holders of the Class A Notes, redeem the Class A Notes at par in whole or in part on a pro rata basis as between the Class A Notes; (ii) secondly, upon prior written notice to the Class B Note Trustee, the Security Trustee and the Holders of the Class B Notes, redeem the Class B Notes at par in whole or in part on a pro rata basis as between the Class B Notes; and (iii) thirdly, repay (in 73

accordance with the Class C Loan Agreement) the Class C Loan in whole or in part on a pro rata basis as between the Class C Lenders, in each case (as applicable) on the next Issuer Payment Date up to the amount of such prepayment. (c) Early Mandatory Redemption in Whole upon Exercise of Right to Purchase: If any Class C Lender or group of Class C Lenders have exercised their Right to Purchase, the Issuer shall redeem the Notes on the day falling two Business Days after such Class C Lender or group of Class C Lenders have paid the purchase price into the Issuer Payment Account (after taking into account the amounts required to be paid in priority to or pari passu with the repayments or prepayments of the Notes). (d) Early Mandatory Redemption upon Enforcement of Loan Security: If the Loan Security has become enforceable prior to the Expected Maturity Date, the Issuer will continue to make payments of interest and repay principal on each class of Notes on each succeeding Issuer Payment Date to the extent of funds available therefor in accordance with the priority of payments set forth in the Deed of Charge (Issuer) until the Notes of such class have been redeemed in full at the Note Redemption Amount or until the Expected Maturity Date; provided that if any sale, transfer or disposal, in the course of the enforcement of the Loan Security, of any Property or the shares in any Property Holding Company is made, the Issuer shall use the proceeds (after the deduction of costs, expenses, stamp duty, Taxes and other amounts incurred, payable or required to be deducted from the purchase price in respect of any such sale, transfer or disposal) in order to (i) first, pro rata and pari passu as between themselves, pay the Issuer Agents on that Issuer Payment Date, amounts required to satisfy the Issuer Agency Expenses and all other amounts payable to the Issuer Agents by the Issuer under the Issuer Transaction Documents, in each case only to the extent due and unpaid, and whether incurred in connection with the enforcement of the Loan Security or otherwise, (ii) secondly, upon prior written notice to the Class A Note Trustee, the Security Trustee and the Class A Noteholders, redeem the Class A Notes at par in whole or in part on a pro rata basis as between the Class A Notes, (iii) thirdly, upon prior written notice to the Class B Note Trustee, the Security Trustee and the Class B Noteholders, redeem the Class B Notes at par in whole or in part on a pro rata basis as between the Class B Notes, and (iv) fourthly, repay (in accordance with the Class C Loan Agreement) the Class C Loan in whole or in part on a pro rata basis as between the Class C Lenders, in each case (as applicable) on the next Issuer Payment Date up to the amount of such proceeds. (e)

No Purchase by Issuer: The Issuer will not be permitted to purchase any of the Notes.

(f) Cancellation: All Notes redeemed in full will be cancelled by the Paying Agents or the Note Registrar to whom such Notes are presented for redemption or surrender, and may not be resold or reissued. 5.

Payments

(a) Payments: Payments of principal and interest on the Notes will be made by electronic funds transfer to the registered account of each Noteholder or (if an electronic funds transfer is not possible) by cheque; provided that the Principal Paying Agent shall have received the required funds in full from (or at the direction of) the Issuer in accordance with the terms of the Note Agency Agreement. Payments of the final amount due in respect of principal on a Note will only be made upon evidence of delivery of the relevant Definitive Note Certificate to a Paying Agent. (b) Registered Account and Registered Address: For the purposes of this Note Condition 5, a Noteholder's "registered account" means the U.S. dollar account maintained by or on behalf of it, details of which appear on the Note Register at the close of business on the tenth Business Day before the due date for payment, and a Noteholder's "registered address" means its address appearing on the Note Register at that time. (c) Payments Subject to Fiscal Laws: Notwithstanding the provisions of Note Condition 7, all payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws, regulations and directives, including any laws, regulations and directives to which the Issuer is subject or agrees to be subject to pursuant to Section 1471(b) of the US Internal Revenue Code of 1986, and the Issuer will not be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations, directives or agreements. No commission or expenses will be charged to the Noteholders in respect of such payments. 74

(d) Payments Subject to Deed of Charge (Issuer): All amounts payable by the Issuer under the Notes shall be paid in accordance with and subject to the priority of payments set out in clause 8 of the Deed of Charge (Issuer). (e) Business Day: Where payment is to be made by electronic funds transfer to a Noteholder's registered account, payment instructions (for value on the due date or, if that date is not a Business Day, for value on the next Business Day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed on the due date for payment (or if that date is not a Business Day, on the next Business Day) or, in the case of a payment of the final amount due in respect of principal on the relevant Note, on the Business Day on which the relevant Definitive Note Certificate is surrendered at the Specified Offices of the Paying Agents or the Note Registrar. (f) No Payment for Delay: A Noteholder will not be entitled to any interest or other payment for any delay after the due date in receiving the amount: (i) if the Noteholder is late in surrendering its Definitive Note Certificate (if required to do so); (ii) if a cheque mailed in accordance with paragraph (d) above arrives after the due date for payment; or (iii)

if the due date is not a Business Day.

(g) Unpaid Amount: If the amount of principal or interest, if any, which is due on the Notes is not paid in full, the Note Registrar will annotate the Note Register with a record of the amount of principal or interest, if any, in fact paid. (h) Specified Offices of Paying Agents and Note Registrar: The initial Paying Agents and the initial Note Registrar and their respective initial Specified Offices are set out at the end of each Definitive Note Certificate. The Issuer may, subject to the provisions of the Issuer Transaction Documents, vary or terminate the appointment of any of the Paying Agents or of any other Note Agent and appoint additional or other Note Agents. Notice of any such termination or appointment and of any changes in their Specified Offices will be given to the Noteholders in accordance with Note Condition 14. (i) Partial Payments: If a Paying Agent makes a partial payment in respect of any Note, the Issuer shall procure that the amount and date of such payment are noted on the Note Register and, in the case of partial payment upon presentation of a Definitive Note Certificate, that a statement indicating the amount and the date of such payment is endorsed on the relevant Definitive Note Certificate. 6.

Covenants

The Issuer will covenant in the Note Trust Deed that other than as set out in the Issuer Transaction Documents or the Transaction Documents or with the consent in writing of the Note Trustees and the Security Trustee, and until the later of: (i) the Release Date; and (ii) the first date on which all amounts payable in respect of the Notes have been paid in full, it shall, inter alia: (a)

not engage in any activity or do anything whatsoever except: (i) enter into and perform its obligations under the Finance Documents, the Transaction Documents, the Note Subscription Agreement, the other Issuer Transaction Documents, the Notes and any agreements contemplated by any of the foregoing; (ii) enforce any of its rights, whether under any of the documents referred to in sub-paragraph (i) above or otherwise; (iii) in compliance with any direction given by the Class C Agent, a Note Trustee or the Security Trustee pursuant to the Issuer Transaction Documents; and

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(iv) perform any act incidental to or necessary in connection with any of the above paragraphs; (b) not create any Security (including, without limitation, rights of set-off or counterclaim), except the Security contemplated in the Deed of Charge (Issuer) and any supplement to the Deed of Charge (Issuer); (c)

not have any subsidiaries;

(d) not, subject to paragraphs (a) and (b) above, dispose of or otherwise deal with any of its property or other assets or any part thereof or interest therein (including without limitation its rights in respect of the agreements referred to in Note Conditions 2(b)(i) and 2(b)(iii) and clauses 5.2(a) and 5.2(c) of the Deed of Charge (Issuer)); (e)

not pay any dividend or make any other distribution to its shareholders;

(f) not issue any shares (other than those already in issue on the date of the Note Trust Deed); (g) not purchase, own, lease or otherwise acquire any real property (including office premises or like facilities) and/or movable property (including obligations or securities); (h) not consent to any variation of, or exercise any powers of consent or waiver pursuant to, the Notes, the Transaction Documents, the Note Subscription Agreement, the other Issuer Transaction Documents, or any other agreement relating to the issue of the Class A Notes and/or the Class B Notes or any related transactions; (i) not consolidate or merge with any other legal entity or convey or transfer its properties or assets substantially as an entirety to any person or legal entity or commingle assets with those of any other entity; (j)

not amend or alter its constitutive documents;

(k)

not exercise any voting rights in respect of any Notes held or beneficially owned by it;

(l) not take any action permitting the Issuer Security not to constitute a valid first priority security interest over the Issuer Secured Property; (m) not open or have an interest in any account whatsoever with any bank or other financial institution (other than the Issuer Accounts, the Swap Collateral Account and the account referred to in Note Condition 2(b)(iv) where the proceeds of the Issuer’s share capital and the U.S.$250 transaction fee payable to the Issuer are deposited); and (n) 7.

not have any employees.

Taxation

All payments of principal and interest in respect of the Notes by the Issuer will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any authority in any applicable jurisdiction having power to tax, unless such withholding or deduction is required by law or agreement by or with a government authority. In that event, the Issuer or the Paying Agents (as the case may be) shall make such payments in accordance with Note Condition 5 after such withholding or deduction has been made and shall account to the relevant authorities for the amount so required to be withheld or deducted. Neither the Issuer nor any of the Paying Agents will be obliged to make any additional payments to the holders of the Notes in respect of such withholding or deduction. 8.

Note Events of Default and Acceleration

(a)

Note Events of Default: Each of the following events is a "Note Event of Default":

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(i) default is made in the repayment of the outstanding principal amount of the Notes of the relevant class on the Legal Maturity Date or in the payment of any interest in respect of the Notes of the relevant class; (ii) default is made by the Issuer in the performance or observance of any obligation, condition or provision binding on it under the Issuer Transaction Documents or Transaction Documents to which it is a party (other than any obligation for the payment of any principal or interest on the Notes or the Class C Loan) and, except where such default is not capable of remedy, such default continues for twenty-one days after written notice delivered by the relevant Note Trustee to the Issuer; (iii) an order is made by any competent court or an effective resolution is passed for the winding-up or dissolution of the Issuer; (iv) the Issuer ceases or, through an official action of the board of directors, or meeting of the shareholders, of the Issuer, threatens to cease, to carry on all or any substantial part of its business; (v) one or more final judgments from which no further appeal or judicial review is permissible under applicable law are awarded against the Issuer in an aggregate amount in excess of U.S.$10,000 other than in respect of debt under the Issuer Transaction Documents; (vi) proceedings are initiated against the Issuer under any applicable liquidation, insolvency, composition, re-organisation or other similar laws, including, for the avoidance of doubt, presentation to the court of an application for an administration order, or an administrative receiver or other receiver, administrator or other similar official is appointed in relation to the Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Issuer or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Issuer or a distress, execution, attachment, sequestration, diligence or other process is levied, enforced upon, sued out or put in force against the whole or any substantial part of the undertaking or assets of the Issuer and, in any of the foregoing cases, it shall not be discharged, annulled or withdrawn within 14 days; (vii) any decree, resolution, authorisation, approval, consent, filing, registration or exemption necessary for the execution and delivery of the Notes of the relevant class on behalf of the Issuer and the performance of the Issuer's obligations under the Notes of the relevant class or any of the Issuer Transaction Documents or the Transaction Documents is withdrawn or modified or otherwise ceases to be in full force and effect, or it is unlawful for the Issuer to comply with, or the Issuer contests the validity or enforceability of or repudiates, any of its obligations under the Notes of the relevant class, the Note Trust Deed or any of the other Issuer Transaction Documents or the Transaction Documents; (viii) the Issuer initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of its creditors generally (or any class of its creditors) or enters into an arrangement or composition with its creditors generally (or any class of its creditors); or (ix) any representation or warranty made by the Issuer in any of the Issuer Transaction Documents or the Transaction Documents proves to be incorrect or misleading in any material respect when made. (b) Acceleration Instructions: If a Note Event of Default has occurred, the relevant Noteholders may by Extraordinary Resolution give instructions to the relevant Note Trustee for the Notes of the relevant class to be accelerated. However, without prejudice to Note Condition 4(b), Note Condition 4(c) and Note Condition 4(d), actual acceleration of such Notes will only take place to the extent provided in Note Condition 8(c).

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(c) Actual Acceleration: If the Security Trustee receives (i) Acceleration Instructions from the Issuer Senior Creditors or (ii) Confirmation Instructions, it shall give an Issuer Enforcement Notice to the Issuer. Upon giving such notice, the Notes of each class shall become immediately due and payable at the Note Redemption Amount without any further action or formality. The Deed of Charge (Issuer) provides that: (i) Any Class may give Acceleration Instructions to their Note Trustee or (in respect of Class C) the Class C Agent. (ii) Such Acceleration Instructions will not require the Security Trustee to give an Issuer Enforcement Notice to the Issuer (resulting in the automatic acceleration of all Issuer Funding Instruments) unless (x) originating from the Issuer Senior Creditors and received by the Security Trustee or (y) confirmed by the Issuer Senior Creditors sending Confirmation Instructions to their Note Trustee or (if the Issuer Senior Creditors are Class C) the Class C Agent and such Confirmation Instructions are received by the Security Trustee. These provisions mean that no Class B Note or Class C Loan can be accelerated by instructions of Noteholders or Class C Lenders which are not Issuer Senior Creditors, unless the Issuer Senior Creditors agree. (d) Confirmation of no Note Event of Default: The Issuer shall provide written confirmation to each Note Trustee on each anniversary of the Closing Date that, as far as it is aware, no Note Event of Default or other matter which is required to be brought to the attention of the Note Trustee has occurred. (e) Acceleration Instructions or Issuer Enforcement Notice: Pursuant to the Note Trust Deed, any Note Trustee that receives a copy of Acceleration Instructions or an Issuer Enforcement Notice from the Security Trustee pursuant to the Deed of Charge (Issuer) shall promptly send a copy to the relevant Noteholders. 9.

Enforcement

(a) Deed of Charge (Issuer): The provisions of the Deed of Charge (Issuer) bind the Issuer and each Noteholder. Each Noteholder is deemed to agree that its rights (if any) as Issuer Secured Party are subject to the provisions of the Deed of Charge (Issuer). The Noteholders agree that the Issuer Senior Creditors shall have the right to direct the enforcement of the Issuer Security in accordance with the Deed of Charge (Issuer). (b) Limitation on Noteholders: No Noteholder shall be entitled to proceed directly against the Issuer or enforce the Issuer Security unless the Security Trustee, having become bound so to enforce the Issuer Security, fails to do so within a reasonable period and such failure shall be continuing. (c)

Right of Class C Lenders to purchase Term Loan

The Deed of Charge (Issuer) provides that: A "Right to Purchase Event" occurs if: (i) an event of default under the Term Loan has occurred or the Loan Security has become enforceable; (ii)

the Issuer Security has become enforceable; or

(iii)

a Class C Principal/Interest Event of Default has occurred.

If a Right to Purchase Event occurs on or before the Expected Maturity Date, the Security Trustee may not liquidate the Issuer Security or accelerate the Term Loan or liquidate the Loan Security until the 45th calendar day following the date that the Class C Lenders are notified by the Class C Agent of the fact that the Right to Purchase Event has occurred (or, if earlier, the Expected Maturity Date), provided that the Security Trustee may take preparatory steps for the purpose of a liquidation of the 78

Issuer Security or Loan Security on an acceleration of the Term Loan during such 45 calendar day period, including liaising with any Note Trustee or the Class C Agent for meetings of the Noteholders of the relevant class or the Class C Lenders, as the case may be, to be held. The period from the notification by the Class C Agent to the Class C Lenders of a Right to Purchase Event until the 45th calendar day following such notification is a “Right to Purchase Period”. Where the same circumstance gives rise to more than one Right to Purchase Event, the Right to Purchase Period shall commence on the date of the first occurrence of any of such events. For the avoidance of doubt, this does not preclude a different circumstance giving rise to any Right to Purchase Event, and consequently a separate Right to Purchase Period. During the Right to Purchase Period, any Class C Lender or group of Class C Lenders may require the Issuer to sell the Term Loan to it, at a price equal to the sum which the Issuer requires in order to fully repay the Notes and the Class C Loan and pay any other amounts owed to the Issuer Secured Parties (the "Right to Purchase"). The Right to Purchase may only be exercised by following the process described in the Deed of Charge (Issuer). Where the Right to Purchase has been exercised and the purchase price paid into the Issuer Payment Account, the Issuer shall use the proceeds of sale to repay the Notes and the Class C Loan and any other amounts owed to the Issuer Secured Parties in full in accordance with the applicable priority of payments set out in clause 8 of the Deed of Charge (Issuer). Pursuant to the Note Trust Deed, any Note Trustee that receives notice from the Security Trustee pursuant to the Deed of Charge (Issuer): (i) of a Right to Purchase Event shall notify the relevant Noteholders of such fact no later than two Business Days after such receipt; and (ii) confirming that the Right to Purchase will proceed to settlement shall forward a copy of such notice to the relevant Noteholders no later than two Business Days after such receipt. 10.

The Note Trustees, the Security Trustee and the Note Agents

(a) Indemnity: Subject to the provisions of the Issuer Transaction Documents, the Security Trustee is entitled to be indemnified and/or secured and/or prefunded to its satisfaction before taking any enforcement proceedings or enforcing or directing enforcement of the Issuer Security. (b) Business Transactions: Each of the Class A Note Trustee, the Class B Note Trustee and the Security Trustee is entitled to enter into business transactions with any of the Issuer Secured Parties or any other person without accounting to the Noteholders for any profit resulting therefrom. (c) Trustees not Responsible for Loss: Neither the Note Trustees nor the Security Trustee will be responsible for any loss, expense or liability which may be suffered as a result of, inter alia, the Note Trust Deed, the Deed of Charge (Issuer) or any deeds or documents relating thereto or to the Notes being held by any banker, banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers on behalf of any Note Trustee or Security Trustee. (d) Note Agents not Agents of Noteholders: In acting under the Note Agency Agreement and in connection with the Notes, the Note Agents act solely as agents of the Issuer and (to the extent provided therein) the Note Trustees and do not assume any obligations towards or relationships of agency or trust with or for any of the Noteholders. 11.

Meetings of Noteholders

The Note Trust Deed contains provisions for convening meetings of the Noteholders of a class to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of these Note Conditions or the provisions of any of the Issuer Transaction Documents. The quorum at any meeting of the Noteholders of a class for passing an Extraordinary Resolution shall be one or more persons being or representing Noteholders of that class holding at least 66.66 per 79

cent. of the then Principal Amount Outstanding of the Notes of that class or, at any adjourned meeting, one or more persons being or representing Noteholders of that class whatever the aggregate Principal Amount Outstanding of the Notes of that class so held or represented by such persons(s), except that, at any meeting the business of which is to approve a Reserved Matter, such resolution shall be an Extraordinary Resolution, and the necessary quorum for passing such resolution shall be one or more persons being or representing Noteholders of that class holding at least 75 per cent. of the then Principal Amount Outstanding of the Notes of that class. An Extraordinary Resolution shall be passed if votes cast in favour of the Extraordinary Resolution represent: (i) at least 66.66 per cent. of the then aggregate principal amount outstanding of Notes of the relevant class; or (ii) for a Reserved Matter, at least 75 per cent. of the then aggregate principal amount outstanding of Notes of the relevant class. An Extraordinary Resolution shall be binding on all Noteholders of a class whether or not they are present at the relevant meeting. Pursuant to the Deed of Charge (Issuer), a Reserved Matter and any other matter (excluding acceleration of an Issuer Funding Instrument, enforcement of the Issuer Security and any other matter which the Deed of Charge (Issuer) or any other Issuer Transaction Document provides shall be determined on the instructions of the Issuer Senior Creditors) will only take effect if approved by each Class. Subject as provided in the Note Trust Deed, the Issuer is entitled to receive notice of and to attend meetings of the Noteholders. 12.

Modification and Waivers

(a) Note Trustee's Power to Modify and Waive: Subject to the conditions and qualifications set forth in the Note Trust Deed and the Deed of Charge (Issuer), either Note Trustee may without the consent of the Noteholders of the relevant class and with prior notice to the Rating Agency, concur with the Issuer or any other relevant parties in making: (i) any modification of these Note Conditions or any of the Issuer Transaction Documents (other than a Reserved Matter) which in the sole opinion of such Note Trustee it may be proper to make; provided that such Note Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the relevant Noteholders; (ii) any modification of these Note Conditions or any of the Issuer Transaction Documents which, in the opinion of such Note Trustee, is to correct a manifest error or is of a formal, minor or technical nature; or (iii) any waiver or authorisation of any breach or proposed breach of these Note Conditions or any of the Issuer Transaction Documents if, in the opinion of such Note Trustee, such modification, waiver or authorisation is not materially prejudicial to the interests of the relevant Noteholders; provided always that neither Note Trustee shall exercise the power to waive or authorise such breach or proposed breach in contravention of any express direction given by Extraordinary Resolution of the relevant Noteholders, but so that no such direction or request shall affect any determination previously given or made. Any such modification, waiver or authorisation shall be binding on the relevant Noteholders and, if the Note Trustee so requires, notice thereof shall be given by the Issuer to the relevant Noteholders in accordance with Note Condition 14 as soon as practicable thereafter. (b) Note Trustee not Liable for Consequences: The Class A Note Trustee shall, as regards all the powers, trusts, authorities, duties and discretions vested in it by the Note Trust Deed, the Issuer Transaction Documents or the Class A Notes (including the Note Conditions), except where expressly provided otherwise, have regard to the interests of the Class A Noteholders as a class, and the Class B Note Trustee shall, as regards all the powers, trusts, authorities, duties and discretions vested in it by the Note Trust Deed, the Issuer Transaction Documents or the Class B Notes (including the Note Conditions), except where expressly provided otherwise, have regard to the interests of the Class B Noteholders as a class. Each Note Trustee shall not, as regards all the powers, trusts, authorities, 80

duties and discretions vested in it by the Note Trust Deed, have regard to the consequences thereof as between the holders of the Class A Notes or, as the case may be, the Class B Notes but shall have regard solely to what it in its absolute discretion considers to be in the interests of all the holders of the Class A Notes or, as the case may be, the Class B Notes, subject to any express provisions of the Note Trust Deed or the Note Conditions to the contrary and the holders of the Class A Notes or, as the case may be, the Class B Notes shall have no claim against either Note Trustee for acting or refraining from acting as aforesaid. In connection with the exercise of its powers, trusts, authorities or discretions (including, but not limited to, any such modification, waiver, authorisation or agreement), neither Note Trustee shall have regard to the consequences thereof for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. In connection with any such exercise, no Note Trustee shall be entitled to require, and no Noteholder shall be entitled to claim, from the Issuer or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders. (c) Directions from Noteholders: Save as expressly provided in these Note Conditions, the Note Trust Deed or the Note Agency Agreement, whenever any Note Trustee is required or entitled by the terms of these Note Conditions, the Note Trust Deed or the Note Agency Agreement to exercise any discretion or power, take any action, make any decision or give any direction or certification, such Note Trustee is entitled, prior to exercising any such discretion or power, taking any such action, making any such decision, or giving any such direction or certification, to seek directions from the relevant Noteholders by way of an Extraordinary Resolution and to be indemnified and/or secured and/or pre-funded to its satisfaction against all action, proceedings, claims and demands to which it may be or become liable and all costs, charges, damages, expenses (including legal expenses) and liabilities which may be incurred by it in connection therewith, and such Note Trustee is not responsible for any loss or liability incurred by any person as a result of any delay in it exercising such discretion or power, taking such action, making such decision, or giving such direction or certification where such Note Trustee is seeking such directions. 13.

Replacement of Definitive Note Certificates

If any Definitive Note Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Note Registrar (the "Replacement Agent") upon payment by the claimant of the expenses incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer and/or the Replacement Agent may require. A mutilated or defaced Definitive Note Certificate must be surrendered to the Note Registrar before a replacement will be issued. 14.

Notices

All notices to Noteholders will be valid if mailed to them at their respective addresses in the Note Register maintained by the Note Registrar. Any such notice shall be deemed to have been given on the seventh day after being so mailed. For so long as any of the Notes are represented by a Global Note and such Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to the relevant Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relevant accountholders. A copy of each notice given in accordance with this Note Condition 14 shall be provided to the Rating Agency. 15.

Prescription

Claims for payment of principal and interest will not be enforceable unless a Note is presented for payment within a period of ten years in respect of principal, or five years in respect of interest, from the payment dates relating thereto. 16.

Limited Recourse and Non Petition

(a) Limited Recourse: The Noteholders agree that, notwithstanding any provision of the Note Trust Deed or any other Issuer Transaction Document which imposes on the Issuer an obligation at any time to make any payment to any Noteholder, the rights of recourse of the Noteholders against the 81

Issuer, and the liability of the Issuer, shall be limited to the amounts from time to time available in accordance with, and in the order of priorities set out in, the Note Trust Deed and Deed of Charge (Issuer). Accordingly, no Noteholder shall have any claim or recourse against the Issuer in respect of any amount which is or remains, or will remain, unsatisfied when no further amounts are receivable or recoverable in respect of the Issuer Secured Property and all funds comprising the Issuer Secured Property and/or representing the proceeds of realisation thereof have been applied in accordance with the provisions of the Note Trust Deed and Deed of Charge (Issuer), and any unsatisfied amounts shall be waived and extinguished. (b) Non Petition: Each Noteholder further undertakes to the Issuer that it will not petition a court for, or take any other action or commence any proceedings for, the liquidation, winding-up or reorganisation of the Issuer, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Issuer or of all or any of the Issuer's revenues and assets, until one year and a day after the unconditional and irrevocable payment and discharge in full of all sums outstanding and owing in respect of the Notes and all other Issuer Secured Obligations; provided that, nothing in this paragraph (b) shall: (i) prevent the Security Trustee from initiating any such action as aforesaid for the purpose of enforcing the Issuer Secured Obligations or from obtaining a declaratory judgment as to the obligations of the Issuer under the Issuer Transaction Documents owed to any Noteholder (provided that no action is taken to enforce or implement such judgment); or (ii) prevent any Noteholder or other party to the Issuer Transaction Documents from lodging a claim in any action as aforesaid which is initiated by any Person (other than the Security Trustee). 17.

Contracts (Rights of Third Parties) Act 1999 and Trustee Act 2000

No person shall have any right to enforce any term or condition of any Note under the Contracts (Rights of Third Parties) Act 1999. The Note Trust Deed contains provisions which have the effect of giving priority, to the extent permitted by law, to the provisions of the Note Trust Deed over the relevant provisions of the Trustee Act 1925 and/or the Trustee Act 2000. 18.

Governing Law

These Note Conditions, the Notes and the Issuer Transaction Documents (other than the Issuer Administration Agreement), and any non-contractual obligations arising out of or in connection with them, are governed by English law. The Issuer has irrevocably submitted to the jurisdiction of the English courts for all purposes in connection with such documents and has designated a person in England to accept service of any process on its behalf. The Issuer Administration Agreement is governed by, and will be construed in accordance with, Cayman Islands law.

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USE OF PROCEEDS The aggregate net proceeds of the offering of the Notes will be U.S.$290,000,000 and will be used by the Issuer to purchase the Term Loan from the Seller on the Closing Date.

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THE ISSUER China Real Estate Asset Mortgages Limited (the "Issuer"), an exempted company incorporated in the Cayman Islands with limited liability, was incorporated on 13 November 2013 under the Companies Law (2013 Revision) of the Cayman Islands with company registration number MC-282637. The registered office of the Issuer is at PO Box 1093, Queensgate House, Grand Cayman, KY1-1102 Cayman Islands. The authorised share capital of the Issuer is US$50,000 divided into 50,000 ordinary shares of US$1.00 each, 250 of which have been issued. All of the issued shares (the "Shares") are fully-paid and are held by MaplesFS Limited as share trustee (in such capacity, the "Share Trustee") under the terms of an amended and restated declaration of trust (the "Declaration of Trust") dated 12 March 2014 under which the Share Trustee holds the Shares in trust until the Termination Date (as defined in the Declaration of Trust) and may only dispose or otherwise deal with the Shares with the approval of the Note Trustees for so long as there are any Notes outstanding. Prior to the Termination Date, the trust is an accumulation trust, but the Share Trustee has power, with the consent of the Note Trustees, to benefit the Noteholders or Qualified Charities (as defined in the Declaration of Trust). It is not anticipated that any distribution will be made whilst any Note is outstanding. Following the Termination Date, the Share Trustee will wind up the trust and make a final distribution to charity. The Share Trustee has no beneficial interest in, and derives no benefit (other than its fee for acting as Share Trustee) from, its holding of the Shares. The Business of the Issuer The Issuer has no prior operating history or prior business and will not have any substantial assets or liabilities other than in connection with the Notes and the Class C Loan In accordance with paragraph 3 of the Memorandum of Association of the Issuer, the objects for which the Issuer was established are unrestricted. The Issuer has entered into the Term Loan from the Sellers and will issue the Notes, enter into the Note Trust Deed, enter into the other Note Transaction Documents and undertake activities pursuant to or which are not inconsistent with the documents or transactions referred to in this Offering Circular to which it is or will be a party. The Issuer has not engaged, since its incorporation, in any activities other than those incidental to its incorporation, the authorisation, execution and issue of the Notes, the execution of and performance of its obligations under the Facility Deed and related documents and the documents and matters referred to or contemplated in this Offering Circular to which it is or will be a party and matters which are incidental or ancillary to the foregoing. The Issuer will covenant to observe certain restrictions on its activities which are described in Note Condition 6. The Issuer has, and will have, no assets other than the sum of US$250 representing the issued and paid-up share capital, such fees (as agreed) payable to it in connection with the issue of the Notes and the acquisition of assets in connection with the Notes, the bank account into which such paid-up share capital and fees are deposited, any interest earned thereon and the assets on which the Notes are secured. Save in respect of fees generated in connection with the issue of the Notes, any related profits and proceeds of any deposits and investments made from such fees or from amounts representing the Issuer's issued and paid-up share capital, the Issuer does not expect to accumulate any surpluses. The Notes are the obligations of the Issuer alone and not the Share Trustee. Furthermore, they are not the obligations of, or guaranteed in any way by the Note Trustees, the Security Trustee or any other party. Restrictions on the Offer of the Notes No invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for the Notes unless the Issuer is listed on the Cayman Islands Stock Exchange. Financial Statements and Financial Year The financial year of the Issuer runs from 1 January to 31 December. Since the date of incorporation, no financial statements of the Issuer have been prepared. The Issuer is not required by Cayman Islands law, and does not intend, to publish any financial statements or appoint any auditors. 84

Annual Notice to Note Trustees The Issuer is required to provide written confirmation to the Note Trustees on an annual basis in accordance with Note Condition 8 that, as far as it is aware, no Note Event of Default or other matter which is required to be brought to the attention of the Note Trustees, has occurred. Capitalisation The unaudited capitalisation of the Issuer as at the date of this Offering Circular, adjusted for the Notes to be issued and the Class C Loan to be drawn down on the Closing Date, is as follows: (U.S.$) Share Capital 250 shares issued and fully paid Total Share Capital Loan Capital Notes Class C Loan Total Loan Capital Total Capitalisation

250 250 290,000,000 72,376,631† 362,376,631 362,376,881

† Denominated in CNH; converted using an exchange rate of U.S.$290: CNH1,763 Note: Other than as described above, there has been no material change in the capitalisation of the Issuer as at the date hereof.

Save as disclosed elsewhere in this Offering Circular, at the date of this Offering Circular the Issuer has no borrowings or indebtedness in the nature of borrowings (including loan capital issued, or created but unused), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities. There are no other outstanding loans or subscriptions, allotments or options in respect of the Issuer. There has been no material adverse change in the financial position of the Issuer since the date of its incorporation. Directors of the Issuer The directors of the Issuer are as follows: Name

Principal Occupation

Suzan Merren

Vice President, MaplesFS Limited

Martin Couch

Senior Vice President, MaplesFS Limited

The Issuer's Articles of Association provide that the board of directors of the Issuer will consist of at least one director. The Corporate Services Provider MaplesFS Limited will also act as the provider of corporate services to the Issuer (in such capacity, the "Corporate Services Provider"). The office of the Corporate Services Provider will serve as the general business office of the Issuer. Through the office, and pursuant to the terms of an administration agreement to be entered into between the Issuer and the Corporate Services Provider (the "Issuer Administration Agreement"), the Corporate Services Provider will perform in the Cayman Islands or such other jurisdiction as may be agreed by the parties from time to time various management functions on behalf of the Issuer and the provision of certain clerical, administrative and other services until termination of the Issuer Administration Agreement. The Issuer and the Corporate Services Provider will also enter into a registered office agreement (the "Registered Office Agreement") for the provision of registered office facilities to the Issuer. In consideration of the foregoing, the Corporate Services Provider will receive various fees payable by the Issuer at rates agreed upon from time to time, plus expenses. The terms of the Issuer Administration Agreement and the Registered Office Agreement provide that either the Issuer or the Corporate Services Provider may terminate such agreements upon the occurrence of certain stated events, including any breach by the other party of its obligations under such agreements. In addition, the Issuer Administration 85

Agreement and the Registered Office Agreement provide that either party shall be entitled to terminate such agreements by giving at least three months' notice in writing to the other party with a copy to any applicable rating agency. The Corporate Services Provider will be subject to the overview of the Issuer's Board of Directors. The Issuer Administration Agreement and the Registered Office Agreement may be terminated (other than as stated above) by either the Issuer or the Corporate Services Provider giving the other three months written notice. The Corporate Services Provider's principal office is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

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THE SWAP PROVIDER AND THE LIQUIDITY FACILITY PROVIDER The Swap Provider: Standard Chartered Bank Introduction On or before the Closing Date, the Issuer will enter into the Swap Agreement with the Swap Provider. The principal office and principal place of business in the United Kingdom of the Swap Provider is 1 Basinghall Avenue, London EC2V 5DD, United Kingdom. The Swap Provider is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority As of the date of this Offering Circular, the unsecured long-term and short-term unguaranteed and unsubordinated foreign currency debt obligations of the Swap Provider are currently rated “AA-” and “A-1+” respectively, by S&P and “A1” and “P-1” respectively, by the Rating Agency. Standard Chartered PLC (“SCPLC”), the ultimate holding company of the Swap Provider, was incorporated and registered in England and Wales on 18 November 1969 as a company limited by shares. Its ordinary shares and preference shares are listed on the Official List of the United Kingdom Listing Authority and traded on the London Stock Exchange. SCPLC’s ordinary shares are also listed on the Hong Kong Stock Exchange and through Indian Depository Receipts on the Bombay Stock Exchange and National Stock Exchange of India. The Swap Provider was incorporated in England with limited liability by Royal Charter in 1853. The Swap Provider’s issued share capital comprises ordinary shares, all of which are owned by Standard Chartered Holdings Limited, a company incorporated in England and Wales and a wholly-owned subsidiary of SCPLC, non-cumulative irredeemable preference shares of U.S.$0.01 each, all of which are owned by Standard Chartered Capital Investments LLC, a company incorporated in the United States, and non-cumulative redeemable preference shares of U.S.$5.00 each, all of which are owned by SCPLC. Business Activities SCPLC is a leading international banking group. It has operated for over 150 years in some of the world's most dynamic markets and earns around 90 per cent of its income and profits in Asia, Africa and the Middle East. This geographic focus and commitment to developing deep relationships with clients and customers has driven the Bank’s growth in recent years. SCPLC is listed on the London and Hong Kong stock exchanges as well as the Bombay and National Stock Exchanges in India. With 1,700 offices in 70 markets, the Group offers exciting and challenging international career opportunities to over 88,000 staff. It is committed to building a sustainable business over the long term and upholding high standards of corporate governance, social responsibility, environmental protection and employee diversity. Standard Chartered’s heritage and values are expressed in its brand promise, ‘Here for good’. For further information please visit www.sc.com . The Liquidity Facility Provider: Standard Chartered Bank (Hong Kong) Limited Introduction Standard Chartered Bank (Hong Kong) Limited (“SCBHK”) was incorporated in Hong Kong with limited liability on 12 December 2003 under the Companies Ordinance of Hong Kong as a nonprivate company (registered number 875305). With effect from 1 July 2004, the businesses of the Hong Kong branch of SCB, Manhattan Card Company Limited, Standard Chartered Finance Limited,

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Standard Chartered International Trade Products Limited and Chartered Capital Corporation Limited were merged into SCBHK principally by a private ordinance in Hong Kong. SCBHK is an indirect wholly-owned subsidiary of SCPLC and its registered office is situated at 32nd Floor, 4-4A Des Voeux Road Central in Hong Kong. SCBHK is a licensed bank in Hong Kong. It has a network of approximately 80 branch outlets in Hong Kong with over 6,000 employees (as of August 2013). Following the reorganisation announcement by SCPLC on 9 January 2014 (with effect from 1 April 2014), SCBHK is expected to similarly integrate its Wholesale Banking and Consumer Banking businesses to form one business, organised in three customer segment groups and serviced by five global product groups. The three new customer segment groups are Corporate and Institutional Banking, Commercial and Private Banking, and Retail Banking. The five new global product groups are Financial Markets, Corporate Finance, Transaction Banking, Wealth and Retail Products. The main businesses and activities are described below. SCBHK's long-term senior debt ratings are Aa3 by Moody’s Hong Kong and AA- by S&P. Customer Segment Groups Corporate and Institutional Banking Corporate and Institutional Banking provides trade finance, cash management, securities services, foreign exchange, risk management, capital raising and corporate finance solutions to corporates and financial institutions operating in Asia, Africa and the Middle East. Its strategy is to be the “core bank” to its clients, deepening relationships and providing them with a broader range of products and services. Transaction Banking solutions include cash management, trade finance, securities services and a fully integrated end-to-end electronic platform “Straight2Bank” which is provided to streamline workflow processes. Corporate Finance offers a comprehensive range of services including Corporate Advisory, Project & Export Finance, Equity Corporate Finance, Structured Trade Finance and Structured Finance. Principal Finance creates value through its investments and these investments are primarily targeted at four asset classes: corporate private equity, real estate, infrastructure and alternative investments. Financial Markets solutions include foreign exchange, rates, credits, commodities, equities, fixed income trading and sales, capital markets, structured products and regional markets and asset and liability management. Customers include multinational corporates, financial institutions and local corporates in Hong Kong. SCBHK leverages on Standard Chartered’s network to provide banking services to customers in Hong Kong, including those with business operations in the Pearl River Delta. Commercial and Private Banking Commercial and Private Banking provides a wide range of solutions to help both commercial clients and private banking clients. Retail Banking Retail Banking offers a broad range of products and services to meet the borrowing, wealth management and transaction needs of Small Businesses, Priority and Personal Banking customers. 88

The products and services provided include bank accounts, credit cards, personal loans, mortgages, foreign exchange, deposits and wealth management products. SCBHK is a major market player in credit cards and is one of the leading card issuers in Hong Kong, focusing on differentiated customer propositions. SCBHK also maintains a market leading position in Hong Kong in mortgages, focusing on product innovation, customer services and profitability.

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DESCRIPTION OF THE PRINCIPAL TRANSACTION DOCUMENTS The following is a summary of certain provisions of the principal documents relating to the transaction described herein and is qualified in its entirety by reference to the detailed provisions of these documents. A.

Description of the Principal Borrower Documents

1.

Facility Deed

The Facility Deed was entered into among, inter alios, the Borrower, the Sole Lead Arranger, the Seller and the Guarantors on 13 December 2013. The Term Loan (in the amount of CNH2,295,000,000) was fully drawn on 18 December 2013 (the "Initial Drawdown Date") and applied by the Borrower towards (i) firstly, to repay an existing CNH1,300,000,000 secured term loan facility granted by the Seller to the Borrower in December 2011, to pay all costs and expenses relating to that refinancing (including, without limitation, principal and interest break costs and fees) and to pay all costs and expenses due and payable under the Facility Deed, (ii) secondly to pay accrued performance fees of the Manager, and (iii) thirdly, to the extent of any remaining utilisation proceeds after application to (i) and (ii) above, for certain funding requirements, including enhancement capital expenditure and repurchasing of some of the shares of MWREF. The Borrower intends to prepay the Term Loan in part in an amount of CNH 92,000,000 on the Closing Date (the “Closing Date Prepayment”), leaving a Term Loan of CNH 2,203,000,000 outstanding. The Closing Date Prepayment will be made by separate agreement between the Borrower and the other parties to the Facility Deed and the other Finance Documents, which will be amended as necessary. Any other references in this Offering Circular to prepayments of the Term Loan contemplate only prepayments made after the Closing Date and do not include the Closing Date Prepayment. Under the Facility Deed, the Seller also made available to the Borrower a Revolving Credit Facility in an amount of CNH30,000,000 which is available to the Borrower for capital expenditure, operating expenses and for payments in respect of the Revolving Credit Facility and the Term Loan Facility (but excluding principal on the Term Loan or on any other Financial Indebtedness). In the Facility Deed, each Property Holding Company guarantees to the Finance Parties the punctual performance by each Debtor of all the Guaranteed Obligations and also undertakes to pay any amount due by a Debtor but which the Debtor fails to pay. Each Property Holding Company also agrees to indemnify each Finance Party for any cost, loss or liability suffered by that Finance Party arising from the failure of a Debtor to perform any Guaranteed Obligation or if any Guaranteed Obligation becomes unenforceable, invalid or illegal. In addition, in anticipation of claims being made under the relevant guarantee, each Property Holding Company agrees to procure that all Rental Collections remitted outside the PRC are transferred to the Borrower Payment Account (US$) on the tenth day of each month. Payment of Interest Interest on the Term Loan is payable by reference to successive interest periods, which run on a quarterly basis. Interest on the Term Loan shall be payable on the date falling three Business Days prior to each 17 March, 17 June, 17 September and 17 December in each year (a "Loan Payment Date"). The rate of interest on the Term Loan is the Relevant Interest Rate. The Borrower will pay interest on the Term Loan in CNH. Interest on a Revolving Credit Loan is payable in CNH on each Loan Repayment Date and the rate of interest is 5.1% per annum. Withholding Tax All payments to be made by the Borrower under the Term Loan or a Guarantor under a Guarantee will be made free and clear of all present and future taxes, unless required by law. If any deduction is required, the Borrower or the Guarantors will (subject to certain limited exceptions) pay such additional amount as is necessary to ensure that the Lenders receive after such deduction an amount 90

equal to the amount that would otherwise have been received by them had no such deduction been required. Mandatory Prepayment of the Term Loan (i)

Illegality

If it has or will become illegal for a Lender for advances made by it under the Term Loan or a Revolving Credit Loan to remain outstanding, its commitment to lend shall immediately be cancelled and reduced to zero. This triggers a mandatory prepayment under the Facility Deed by the Borrower of the principal amount outstanding of the Term Loan and any Revolving Credit Loan by that Lender, together with any accrued interest and break costs. (ii)

Insurance Proceeds

If certain conditions set out in clause 5.9 of the Transaction Administration Agreement have not been satisfied with respect to Insurance Proceeds within a reasonable period after the date on which such Insurance Proceeds were deposited into the Insurance Reserve Account, the Borrower shall on the next Loan Payment Date prepay pro rata and pari passu the Term Loan and any Revolving Credit Loan by the amount of such Insurance Proceeds. (iii)

Disposals

If a Permitted Disposal is made, the Borrower shall on the next Loan Payment Date apply the relevant Disposal Proceeds in prepayment of the Term Loan and any Revolving Credit Loan pro rata and pari passu in the order of priority in clause 5.2 of the Transaction Administration Agreement. (iv)

Ownership of MWREF

If a Change of Control occurs, the Borrower shall on the next Loan Payment Date prepay pro rata and pari passu the Term Loan and any Revolving Credit Loan. Voluntary Prepayment of the Term Loan and the Revolving Credit Loans The Borrower may, by not less than 5 Business Days’ prior notice, prepay the Term Loan in whole or in part on any Loan Payment Date occurring after 18 December 2015. Representations and Warranties The Facility Deed contains various representations and warranties made by the Borrower and each Property Holding Company to each Finance Party, including, without limitation, those as to certain corporate matters, certain financial matters (such as its solvency and the absence of Financial Indebtedness other than as permitted), the absence of an Event of Default, the relevant Property Holding Company's ownership of the Property, the absence of material litigation and material compliance with environmental law. The representations were made on the date of the Facility Deed and were repeated on the first utilisation thereunder. Certain of the representations are repeated by reference to the facts and circumstances then existing on the date of any subsequent Utilisation Request, the first day of each Interest Period. A Loan Event of Default will occur if a representation made by any Obligor in any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made unless the failure to comply is capable of remedy and is remedied within ten Business Days (in the case of the Borrower) or 15 Business Days (in the case of any other Obligor) of the Facility Agent giving notice to such Obligor or such Obligor becoming aware of the relevant matter. Undertakings General The Borrower and each Property Holding Company give various undertakings in the Facility Deed. These include, without limitation, those set out below and others typical for this type of financing (for example, restrictions on the creation of security and due authorisation covenants). These undertakings 91

remain in force from the date of the Facility Deed for so long as any amount is outstanding under the Finance Documents or any commitment of a Lender to lend is in force. Certain undertakings are subject to the customary caveats such as material adverse effect. Positive Undertakings The Borrower and each Property Holding Company must (with limited exceptions): (a) obtain, comply and maintain any authorisations necessary to enable it to perform its material obligations under the Finance Documents and to ensure the legality, validity and enforceability of any Finance Document; (b) comply in all material respects with all laws applicable to it including all environmental law applicable to it; (c)

maintain (in the case of each Property Holding Company) its tax residence in Mauritius;

(d) maintain (in the case of each Property Holding Company) insurances with respect to the relevant Property to provide all risk cover, third party liability cover and loss of income cover (for a period not less than 24 months); (e) maintain (in the case of each Property Holding Company) the relevant Property and all buildings, fixtures and fittings thereon in good and tenantable condition. Negative Undertakings The Borrower and each Property Holding Company must, inter alia, (with limited exceptions): (a)

not enter into a Material Merger except for an IPO;

(b) not carry on any business other than (in the case of the Borrower) as permitted or contemplated in the Transaction Documents or (in the case of each Property Holding Company) as the owner of the relevant Property; (c)

not dispose of its assets other than through Permitted Disposals;

(d) not be a creditor in respect of financial indebtedness other than as permitted under the Facility Deed; (e) not make any dividend payments or other distribution to shareholders while an Event of Default is continuing; (f) not incur any further indebtedness other than (i) (with respect to the Borrower) any Revolving Credit Loans subject to the conditions set out in the Facility Deed and (ii) as permitted under the Facility Deed; (g)

not issue any shares otherwise than as permitted under the Facility Deed;

(h) deal with the Property Managers and Collection Agents on an arm’s length basis in the manner of a prudent owner of the relevant Property, and ensure that where a Property Management Agreement or Agency Agreement is terminated, that a new Designated Property Manager or Collection Agent is appointed within 30 days; and (i) not agree to any change in a Local Collection Bank, the Central Collection Bank or any bank holding the Capex Reserve Account without the prior consent of the Facility Agent unless the replacement bank is an Eligible Entity. Financial Covenants (a) If the DSCR for any Accounting Quarter is less than 1.7:1, the Facility Agent shall declare that an Accumulation Event has occurred (see "Transaction Administration Agreement—Payments from Accumulation Reserve Account"); and (b) If the Facility Agent determines or is given notice that the Loan to Value Ratio equals or exceeds 45 per cent. at any time after 90 calendar days following 18 December 2013, the Borrower must, within 60 days of notice from the Facility Agent, either: 92

(i)

prepay pro rata and pari passu the Loans; or

(ii)

procure the creation of further security,

so that, after such prepayment or creation of further security, the Loan to Value Ratio is less than 45 per cent. Information Undertakings The Borrower and each Property Holding Company have undertaken to supply the following information to, inter alios, the Facility Agent: (a)

its annual audited financial statements;

(b)

its unaudited management accounts for each Accounting Quarter;

(c)

the consolidated unaudited management accounts of MWREF;

(d) with the quarterly management accounts, a Quarterly Compliance Certificate from the Borrower, as to the DSCR and LTV levels during the preceding Accounting Quarter; (e) with the annual audited financial statements, an Annual Compliance Certificate from the auditors of the Borrower as to the debt service coverage ratio and the LTV for the immediately preceding year; (f) with the quarterly management accounts and the annual audited financial statements, a quarterly or (as the case may be) annual compliance certificate from the Borrower confirming that there is no Event of Default; (g) Valuations of the Properties at least once per calendar year (and at the request of Majority Lenders if they have reason to believe that there has been a material diminution in the valuation of the Properties or in the property); (h) within 45 days of the end of each Accounting Quarter, management information with respect to the Properties, including sales, rentals and arrears of rentals; (i) access to books and records and copies of bank statements with respect to all bank accounts and the accounts of the Collection Agents together with a password to enable the Facility Agent and the Security Agent to monitor those accounts; and (i)

the occurrence of any Event of Default, Default, Accumulation Event or Cash Trap Event.

Loan Events of Default The Facility Deed includes various events of default which include (with respect to each Group Company) (inter alia): (a) non-payment of any amount due under the Finance Documents, unless due to failure of any money transmission system and is remedied within 2 Business Days; (b) the DSCR is, at any time, less than 1.3:1 or the LTV is, at any time, equal to or greater than 45 per cent., subject, to a 60 day grace period; (c) failure to comply with any provision of any of the Finance Documents, subject to a ten Business Day (in the case of the Borrower) or a 15 Business Day (in the case of any other Obligor or the Manager) grace period; (d) material misrepresentation by any Obligor in any Finance Document, subject to a ten Business Day (in the case of the Borrower) or a 15 Business Day (in the case of any other Obligor) grace period; (e) cross default by any Obligor (other than MWREF), subject to an aggregate threshold applicable to all Obligors (other than MWREF) of U.S.$2,000,000; (f) insolvency or the commencement of insolvency proceedings in relation to any Obligor (except that for frivolous or vexatious claims or those contested in good faith, a 15 Business Day grace period shall apply); 93

(g) enforcement against any asset of the Borrower or any material assets of any other Obligor (other than the Borrower or MWREF); (h)

the Security Agent enforces any part of the Loan Security; and

(j)

a Material Adverse Change has occurred with respect of any Obligor (other than MWREF).

On or at any time after the occurrence of an Event of Default, the Facility Agent may, and shall if so directed in writing by the Majority Lenders, by notice to the Borrower and each Guarantor declare that an Event of Default has occurred and that all or any part of the Loans then outstanding, together with accrued interest, and all other amounts accrued or outstanding under the Loans either be immediately due and payable, whereupon it shall become immediately due and payable or shall become payable on demand. Quarterly and Fund Allocation Report The Manager shall prepare the Quarterly and Fund Allocation Report substantially in the form scheduled to the Facility Deed on a quarterly basis. The Manager shall deliver such report to the Facility Agent on or before the sixth Business Day immediately preceding each Borrower Quarter Date. Each Quarterly and Fund Allocation Report shall include: (a) a quarterly Tenancy Schedule in respect of each Property as at the end of the Accounting Quarter; (b) a rental receivable aging/delinquent report in respect of each Property as at the end of the Accounting Quarter; (c) the aggregate Rental Collections collected in respect of each Property during each month in the Accounting Quarter (including, without limitation, details of base rents, service charges, turnover rent, advertising rents, office rents and car park rents) and the aggregate Rental Collections collected in respect of all Properties during the Accounting Quarter; (d) the aggregate Rental Collections remitted to each of the PHC Charged Accounts during, or in respect of, each month in the Accounting Quarter and the aggregate for the Accounting Quarter and the aggregate Rental Collections deposited into the Borrower Payment Account (US$) during, or in respect of, the Accounting Quarter; (e) the aggregate Rental Collections retained in the PRC during, or in respect of, each month in the Accounting Quarter and the aggregate for the Accounting Quarter and application of such Rental Collections and reasons for any non-remittance to the PHC Charged Accounts (except for the withholding or deduction referred to in paragraph (f) below); (f) the aggregate Rental Collections withheld or deducted during each month in the Accounting Quarter and details of the corresponding MCAF(s); (g) the aggregate Deemed Collections deposited into the Borrower Payment Accounts during each Month of the Accounting Quarter; (h) the aggregate Rental Deposits in respect of each Property on deposit in the Rental Deposit Account on the last day of the Accounting Quarter, including details of withdrawals from the Rental Deposit Account; (i) the balance on deposit in the Capex Reserve Account on the last day of the Accounting Quarter; (j) details of the Capital Expenditure paid in respect of each Property during each Month of the Accounting Quarter and details of the amounts on deposit in the Capex Reserve Account;

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(k) the aggregate Operating Expenses paid (other than operating expenses of the Property Managers) in respect of each Property during the Accounting Quarter and details of any individual expenditure in excess of RMB250,000 per Property; (l) details of any Insurance Proceeds received, or remitted to the Insurance Reserve Account, in respect of each Property since the date of the last Quarterly and Fund Allocation Report; (m)

details of any premiums payable in respect of the Insurances;

(n) calculation of the Insurance Premium Instalment in respect of the next succeeding Borrower Quarter Date; (o) details and status of any Permitted Disposal since the date of the last Quarterly and Fund Allocation Report; (p)

the DSCR for the Accounting Quarter;

(q)

the LTV as at the last day of the Accounting Quarter;

(r) details of any Valuation of a Property since the date of the last Quarterly and Fund Allocation Report; (s) details and status of any Default or Event of Default that has occurred since the date of the last Quarterly and Fund Allocation Report; (t) details of any mandatory prepayment under the Loan that has occurred since the date of the last Quarterly and Fund Allocation Report; (u) details and status of any Accumulation Event that has occurred since the date of the last Quarterly and Fund Allocation Report or which is continuing; (v) details and status of any Cash Trap Event that has occurred since the date of the last Quarterly and Fund Allocation Report or which is continuing; (w) details of any termination event in respect of the Manager that has occurred since the date of the last Quarterly and Fund Allocation Report and whether the Manager has been terminated; (x) details and status of any litigation relating to any Group Company or any Property since the date of the last Quarterly and Fund Allocation Report; (y) details of any Subordinated Debt incurred by any Group Company since the date of the last Quarterly and Fund Allocation Report; (z) details of any Taxes (excluding PRC Taxes) due and payable by the Borrower, the Property Holding Companies and DHCL on the next succeeding Borrower Quarter Date together with a copy of the relevant tax demand or notice; and (aa) Date.

details of the Borrower Expenses due and payable on the next succeeding Borrower Quarter

2.

Transaction Administration Agreement

The Borrower and the Manager are required to administer the Borrower Charged Accounts in accordance with a Transaction Administration Agreement entered into between the Borrower, the Manager, the Facility Agent, the Security Agent and the Account Bank on 13 December 2013.

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Duties of the Borrower and the Manager Among other things, the Borrower and the Manager will administer the Borrower Charged Accounts in accordance with the provisions of the Transaction Administration Agreement and the Manager will provide the Quarterly and Fund Allocation Report to the Borrower and other parties to the Transaction Documents pursuant to the terms of the Facility Deed. Application of Funds Payments from the Borrower Payment Account (US$) All amounts on deposit in the Borrower Payment Account (US$) on any Borrower Quarter Date, after (x) transferring the Relevant Excess Withholding (if any) to the Borrower Reserve Account, provided that no Acceleration Date has occurred; (y) reserving sufficient amount in the Borrower Payment Account (US$) for the purpose of making payments required for those items set out in paragraph (i) below, and (z) converting a sufficient amount of US dollars into CNH via the Facility Agent and transferring such CNH such that there are sufficient amounts in the Borrower Payment Account (CNH) for the purpose of making payments referred to in paragraphs (i) to (ii) under “Payments from the Borrower Payment Account (CNH)” below, will be applied on such Borrower Quarter Date in or towards the satisfaction of the following amounts in the following order of priority: (i) first, pro rata and pari passu, to pay (A) Taxes (excluding PRC Taxes and stamp Taxes) of the Borrower, the Property Holding Companies and DHCL; (B) Borrower Expenses up to a capped amount per annum of US$300,000; (C) Issuer Expenses, provided that the Issuer Transaction Administrator supplies invoices for such Issuer Expenses to the Borrower and Facility Agent at least 12 Hong Kong Business Days before the relevant Borrower Quarter Date, otherwise the application of funds in respect of such Issuer Expenses shall be deferred until the Borrower Quarter Date following the receipt of such invoices; (D) following the occurrence of an Event of Default, Agency Expenses in excess of the capped amounts specified in paragraph (B) above; and (E) prior to the Acceleration Date, the Insurance Premium Instalment into the Insurance Reserve Account; (ii) second, if an Accumulation Event has occurred and is continuing, to the Accumulation Reserve Account (US$), up to the Accumulation Amount; (iii) third, pro rata and pari passu, to pay any Borrower Expenses in excess of the capped amount specified in paragraph (i)(B) above; and (iv) fourth, the balance either (A) if a Cash Trap Event has occurred and is continuing, to the Accumulation Reserve Account (US$) or (B) if no Cash Trap Event is continuing and no Acceleration Date has occurred, to the Borrower. Payments from the Borrower Payment Account (CNH) All the amounts on deposit in the Borrower Payment Account (CNH) on any Borrower Quarter Date will, to the extent of such amounts, be applied on such Borrower Quarter Date in or towards the satisfaction of the following order of priority: (i) first, pro rata and pari passu, to each Lender, all amounts (other than amounts payable under paragraph (ii) below) due to each Lender; (ii)

second, pro rata and pari passu, to each Lender, all principal amounts due to each Lender;

(iii) third, if an Accumulation Event has occurred and is continuing and there is any shortfall in the Accumulation Amount after the Accumulation Reserve Account (US$) is funded pursuant to paragraph (ii) under “Payments from the Borrower Payment Account (US$)” above, transferring a sufficient amount (being the CNH equivalent of the shortfall amount as determined by the Spot Rate) to the Accumulation Reserve Account (CNH) to the effect that the aggregate credit balance of the Accumulation Reserve Accounts is at least the Accumulation Amount; and (iv) fourth, after all the Taxes (excluding PRC Taxes and stamp Taxes) of the Borrower, the Property Holding Companies and DHCL and the Borrower Expenses as described in paragraph (iii) under “Payments from the Borrower Payment Account (US$)” above have been paid or discharged in 96

full, the balance either (A) if a Cash Trap Event has occurred and is continuing, to the Accumulation Reserve Account (CNH) or (B) if no Cash Trap Event is continuing and no Acceleration Date has occurred, to the Borrower. Payments from the Insurance Reserve Account The Borrower shall apply the relevant Insurance Premium Instalments on deposit in the Insurance Reserve Account to the Insurance Provider, to pay the annual premia on the Insurances. The Borrower shall procure that all Insurance Proceeds are paid directly into the Insurance Reserve Account by the Insurance Provider to be applied in accordance with the provisions of the Transaction Administration Agreement. For Insurance Proceeds which relate to a claim of RMB3,400,000 or less, the Borrower need not deposit the Insurance Proceeds in the Insurance Reserve Account. For Insurance Proceeds which relate to a claim of more than RMB3,400,000 but less than or equal to RMB13,600,000, the relevant Property Holding Company may instruct the Facility Agent in writing to receive such Insurance Proceeds in RMB, provided that such Insurance Proceeds shall be used by the relevant Property Holding Company for reinstatement, replacement or repair of the affected property. If the relevant Property Holding Company instructs the Facility Agent to receive such Insurance Proceeds in RMB, any such amounts will not be deposited into the Insurance Reserve Account. For Insurance Proceeds which relate to a claim of greater than RMB13,600,000, the Facility Agent shall remit such amounts to the Borrower promptly upon satisfaction of certain conditions as set out in the Transaction Administration Agreement. If any of these conditions are not satisfied within such period as is reasonable having regard to all the circumstances relating to the event in respect of which the Insurance Proceeds were paid, the Borrower shall transfer the funds on deposit in the Insurance Reserve Account (excluding any Insurance Premium Instalments) to the Borrower Payment Account (US$) to be applied in accordance with the provisions of the Transaction Administration Agreement on the next succeeding Loan Payment Date. On any Acceleration Date, the Borrower shall (and if it fails to do so, the Security Agent may) transfer all funds on deposit in the Insurance Reserve Account to the Borrower Payment Account (US$) to be applied on the next succeeding Loan Payment Date in accordance with the provisions of the Transaction Administration Agreement. Payments from Accumulation Reserve Account On any Loan Payment Date on which an Accumulation Event has occurred and/or is continuing and the Borrower has actual knowledge of the same, the Borrower shall apply funds to the Accumulation Reserve Account in the order described above in "Application of Funds—Payments from the Borrower Payment Account (US$)" until the Accumulation Amount is on deposit therein. On any date on which the Borrower has actual knowledge that the Accumulation Event has been cured and no Cash Trap Event has occurred and is continuing, the Borrower shall transfer all funds on deposit in the Accumulation Reserve Account to the Borrower Payment Account (US$) to be applied on the next succeeding Loan Payment Date in the order described above in "Application of Funds—Payments from the Borrower Payment Account (US$)". On any Loan Payment Date on which a Cash Trap Event has occurred and is continuing and the Borrower has actual knowledge of the same, the Borrower shall apply funds to the Accumulation Reserve Account. On any date on which the Borrower has actual knowledge that the Cash Trap Event has been cured, the Borrower shall transfer all funds on deposit in the Accumulation Reserve Account to the Borrower Payment Account (US$) to be applied on the next Loan Payment Date in the order described above in "Application of Funds—Payments from the Borrower Payment Account (US$)", provided that, if an Accumulation Event has occurred or is continuing on such date and the Borrower has actual knowledge of the same, the Borrower shall transfer the balance on deposit in the Accumulation Reserve Account in excess of the Accumulation Amount to the relevant Borrower Payment Account 97

to be applied on the next Loan Payment Date in the order described above in "Application of Funds— Payments from the Borrower Payment Account (US$)". On any Acceleration Date, the Facility Agent shall instruct the Security Agent to transfer all funds on deposit in the Accumulation Reserve Account to the Borrower Payment Account (US$) to be applied on the next succeeding Loan Payment Date in the order described above in "Application of Funds— Payments from the Borrower Payment Account (US$ ". Payments from the Borrower Reserve Account The Borrower shall procure that all proceeds for the sole purpose of Special Capital Expenditure and Share Buybacks are deposited into the Borrower Reserve Account: The Borrower may withdraw funds from the Borrower Reserve Account for the following purposes: (i) Share Buybacks; (ii) the financing of Special Capital Expenditure; (iii) to pay any transaction fees and expenses relating to the Issuer Funding Instruments and/or the refinancing of the Term Loan; (iv) a voluntary prepayment of the Term Loan; and/or (v) for other purposes deemed appropriate by the Manager, provided that withdrawals under item (v) may only be made to the extent that (A) all Exiting Shareholders have either disposed of their shares in MWREF or confirmed to the Manager that they no longer wish to reduce their shareholding in MWREF (thereby ceasing to be Exiting Shareholders) and (B) sufficient funds remain in the Borrower Reserve Account to fund any Special Capital Expenditure that has not been completed at the time of the proposed withdrawal. If the Borrower issues to the Facility Agent on a Hong Kong Business Day a MCAF in accordance with the terms of the Facility Deed showing any Special Capital Expenditure payable or proposed to be incurred by any Property Holding Company in respect of one or more than one Special Capex Project, the Borrower may deduct any such amounts from Rental Collections in respect of the Month in which such MCAF is issued and/or any subsequent Month(s), for an aggregate amount not exceeding such amount of Special Capital Expenditure referred to in such MCAF after, in respect of each Month Rental Collections are so withheld as described above, transferring money in the same amount being so withheld from the Borrower Reserve Account to the Borrower Payment Account (CNH) provided always that (i) the matters and information set out in that MCAF are consistent in all material respects with the Special Capex Plan; and (ii) at such time, there is no Event of Default continuing. The Borrower may issue more than one MCAF in relation to a Special Capex Project. The Borrower shall ensure that all Relevant Excess Withholding deposited from time to time into the Borrower Payment Account (CNH) pursuant to the terms of the Facility Deed shall be transferred from the Borrower Payment Account (CNH) to the Borrower Reserve Account. The Borrower may (but is not obliged to) thereafter effect a voluntary prepayment of the Term Loan by the whole or any part of those Relevant Excess Withholding deposited in the Borrower Reserve Account. If the Borrower wishes to utilise funds credited to the Borrower Reserve Account for the purpose of making funds available to MWREF for a Share Buyback or for any other purposes permitted above, the Borrower shall notify the Facility Agent in writing, at least 2 Hong Kong Business Days prior to the day on which it wishes to receive such funds, of the amount (up to a maximum of the amount then credited to the Borrower Reserve Account) it wishes to transfer and the account to which such amount should be paid. The Borrower shall transfer such amount on the date designated by the Borrower in such notice. Governing Law The Transaction Administration Agreement is governed by the laws of England. 3.

Deed of Charge (Borrower)

The Deed of Charge (Borrower) was entered into between the Borrower and the Security Agent on 13 December 2013. Borrower Security Pursuant to the Deed of Charge (Borrower), the Secured Obligations are secured by, inter alia, the following security interests granted by the Borrower in favour of the Security Agent: 98

(a) an assignment by way of security by the Borrower of all its rights, title, interest and benefit in, to and under each Borrower Charged Contract; (b) a first fixed charge over all the Borrower's rights, title, interest and benefit in, to and under all sums of money which may now be or hereafter are standing to the credit of each of the Borrower Charged Accounts and any other bank account or book debt in which the Borrower may at any time acquire any right, title or interest or benefit; (c) a first fixed charge over all the Borrower's rights, title, interest and benefit in and to all other assets and property that it has acquired or may acquire; and (d) a first floating charge over the whole of the Borrower's undertaking and all of its property and assets, whatsoever and wheresoever situate, present and future (including the Borrower Expense Accounts), to the extent not otherwise effectively charged by way of fixed or floating charge or otherwise effectively assigned as security. If an Acceleration Notice is delivered pursuant to the provisions of the Facility Deed, the Borrower Security shall become enforceable in accordance with the provisions of the Deed of Charge (Borrower). All proceeds of enforcement of the Borrower Security shall be deposited into the relevant Borrower Payment Account, or to the order of the Security Agent, for application in accordance with the provisions of the Transaction Administration Agreement. Governing Law The Deed of Charge (Borrower) is governed by the laws of England. 4.

Deed of Charge (DHCL)

The Deed of Charge (DHCL) was entered into between DHCL and the Security Agent on 13 December 2013. DHCL Security Pursuant to the Deed of Charge (DHCL), the Secured Obligations are secured by, inter alia, the following security interests granted by DHCL in favour of the Security Agent: (a) a first fixed charge in favour of the Security Agent over all its rights, title, interest and benefit in and to all other assets and property that it has acquired or may acquire (excluding the DHCL General Account) to the extent not otherwise effectively charged, secured or assigned; and (b) a first floating charge over the whole of DHCL's undertaking and all of its property and assets, whatsoever and wheresoever situate, present and future (including the DHCL General Account) to the extent not otherwise effectively charged by way of fixed or floating charge or otherwise effectively assigned as security. If an Acceleration Notice is delivered pursuant to the provisions of the Facility Deed, the DHCL Security shall become enforceable in accordance with the provisions of the Deed of Charge (DHCL). All proceeds of enforcement of the DHCL Security shall be deposited into the relevant Borrower Payment Account, or to the order of the Security Agent, for application in accordance with the provisions of the Transaction Administration Agreement. Governing Law The Deed of Charge (DHCL) is governed by the laws of England. 5.

Deed of Charge (MWREF)

The Deed of Charge (MWREF) was entered into between MWREF and the Security Agent on 13 December 2013.

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MWREF Security Pursuant to the Deed of Charge (MWREF), the Secured Obligations are secured by, inter alia, the following security interests granted by MWREF in favour of the Security Agent: (a) a first fixed charge over all MWREF's rights, title, interest and benefit in, to and under the DHCL Shares; (b) a first fixed charge over all MWREF's rights, title, interest and benefit in, to and under the Borrower Shares; and (c) an assignment by way of security of all MWREF's rights, title, interest and benefit in, to and under the Investment Management Agreement. The MWREF Security will become immediately enforceable if an Acceleration Notice is given by the Facility Agent under the provisions of the Facility Deed. All proceeds of enforcement of the Deed of Charge (MWREF) and any payment or distribution of any kind or character, whether in cash, securities or other property which is payable or deliverable upon or with respect to any of the Secured Obligations or any part thereof by MWREF shall forthwith be deposited into the relevant Borrower Payment Account, or to the order of the Security Agent, for application in accordance with the provisions of the Transaction Administration Agreement. Governing Law The Deed of Charge (MWREF) is governed by the laws of Bermuda. 6.

Deeds of Charge (PHC)

All Property Holding Companies entered into a Deed of Charge (PHC) with the Security Agent 13 December 2013. PHC Security Pursuant to the Deed of Charge (PHC), the Secured Obligations are secured by, inter alia, the following security interests granted by the relevant Property Holding Company in favour of the Security Agent: (a) an assignment of all the rights, title, interest and benefit of the relevant Property Holding Company in, to and under each PHC Charged Contract; and (b) a floating charge on the whole of the undertaking and all of its property and assets, whatsoever and wheresoever situate, present and future (including the accounts set out in the provisions of the Facility Deed but excluding the Permitted Excluded Assets), of the relevant Property Holding Company to the extent not otherwise effectively charged or assigned. If an Acceleration Notice is delivered pursuant to the provisions of the Facility Deed, the PHC Security shall become enforceable in accordance with the provisions of the Deed of Charge (PHC). All proceeds of enforcement of the PHC Security and any payment or distribution of any kind or character, whether in cash, securities or other property which is payable or deliverable upon or with respect to any of the Secured Obligations or any part thereof by relevant Property Holding Company shall forthwith be deposited into the relevant Borrower Payment Account, or to the order of the Security Agent for application in accordance with the provisions of the Transaction Administration Agreement. Governing Law The Deed of Charge (PHC) is governed by the laws of Mauritius. 7.

Real Property Mortgage Agreements

Each Property Holding Company entered into a Real Property Mortgage Agreement with the Security Agent as mortgagee on 13 December 2013.

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Security Pursuant to each Real Property Mortgage Agreement, the relevant Property Holding Company has created security over the relevant property and the corresponding land use right for repayment of the Secured Obligations in favour of the Security Agent. It has not been possible to submit an application to register the Mortgage granted by Changsha Holding Company Limited in respect of the Property owned by it. See “Risk Factors—Absence of Registration in respect of the Mortgage over the Property owned by Changsha Holding Company Limited.” If an Acceleration Notice is delivered pursuant to the provisions of the Facility Deed, the powers conferred upon the Security Agent as mortgagee under the relevant Real Property Mortgage Agreement shall be immediately exercisable and the Security Agent as mortgagee shall be entitled to dispose of the relevant property. All proceeds received by the Security Agent as mortgagee in respect of any such enforcement shall be applied to repay the Secured Obligations in accordance with the provisions of the Transaction Administration Agreement. Governing Law Each Mortgage is governed by the laws of the PRC. 8.

Charges over Account

All Property Holding Companies entered into a Charge over Account with the Security Agent on 13 December 2013. Security Pursuant to the Charge over Account, the Secured Obligations are secured by inter alia, an assignment in favour of the Security Agent by each Property Holding Company of all of the rights, title and interests in the relevant bank account held by it with Standard Chartered Bank (Mauritius) Limited. If an Acceleration Notice is delivered pursuant to the provisions of the Facility Deed, the powers conferred upon the Security Agent under the relevant Charge over Account shall be immediately exercisable and the Security Agent may in its absolute discretion, and shall if instructed by the Majority Lenders, enforce all or any part of the security constituted by the Charge over Account (at the times, in the manner and on the terms it thinks fit, acting properly) and take possession of and hold or dispose of all or any part of the relevant Assigned Property. All moneys received or recovered by the Security Agent after the security constituted by the Charge over Account becomes enforceable shall be paid into the relevant Borrower Payment Account or to the order of the Security Agent to be applied in or towards the discharge of the Secured Obligations in accordance with the provisions of the Transaction Administration Agreement. Governing Law The Charge over Account is governed by the laws of Mauritius. 9.

Assignment Agreement

All Property Holding Companies entered into an Assignment Agreement with the Security Agent on 13 December 2013. Security Pursuant to the Assignment Agreement, the Secured Obligations are secured by, inter alia, an assignment granted by the relevant Property Holding Company in favour of the Security Agent of its rights, interest and benefits in and to the Insurances, the Leases, the Agency Agreements, the Property Management Agreements and all other material contracts and agreements (other than the Security

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Agent’s rights under such documents to claim for receivables pledged and any other rights/assets secured in accordance with the relevant Pledges over Receivables). If an Acceleration Notice is delivered pursuant to the provisions of the Facility Deed, the Security Agent shall exercise all of the rights assigned to it pursuant to the Assignment Agreement. The relevant Property Holding Company shall procure that all insurance proceeds are directly paid into the Insurance Reserve Account and such proceeds shall be applied in accordance with the provisions of the Transaction Administration Agreement. Following the delivery of an Acceleration Notice, all moneys received by the Security Agent under the Assignment Agreement may be applied in or towards satisfaction of the outstanding Obligations in accordance with the provisions of the Transaction Administration Agreement. Governing Law The Assignment Agreement is governed by the laws of the PRC. 10.

Share Pledge

DHCL has entered into a Share Pledge (DHCL) dated 13 December 2013 in relation to the shares which holds in each Property Holding Company in favour of the Security Agent. Security Pursuant to the Share Pledge, the Secured Obligations are secured by, inter alia, a continuing security interest of first priority granted by DHCL in favour of the Security Agent in the shares in each Property Holding Company held by DHCL, any additional shares of the relevant Property Holding Company acquired by it and any proceeds relating thereto. If an Acceleration Notice is delivered pursuant to the provisions of the Facility Deed, the security constituted by the Share Pledge shall become enforceable and, pursuant to the provisions of the Share Pledge, the Security Agent shall be entitled to sell the shares in the relevant Property Holding Company which have been pledged on such terms it may deem fit. Governing Law The Share Pledge is governed by the laws of Mauritius. 11.

Charge over Reserved Accounts

The Property Holding Companies have entered into a Deed of Charge (Reserved Accounts) dated 13 December 2013 in relation to the reserved bank accounts (“Reserved Accounts”) of the Property Holding Companies in Standard Chartered Bank (Hong Kong) Limited in favour of the Security Agent. Security Pursuant to the Deed of Charge (Reserved Accounts), the Secured Obligations are secured by, inter alia, an assignment of and a first fixed and floating charge granted by the Property Holding Companies over the Reserved Accounts in favour of the Security Agent. If an Acceleration Notice is delivered pursuant to the provisions of the Facility Deed, the security constituted by the Deed of Charge (Reserved Accounts) shall become enforceable pursuant to the provisions of the Deed of Charge (Reserved Accounts), and all proceeds of enforcement shall be applied in accordance with the Transaction Administration Agreement. Governing Law The Deed of Charge (Reserved Accounts) is governed by the laws of Hong Kong. 12.

Pledges over Receivables

Each Property Holding Company has entered into a Pledge over Receivables dated 13 December 2013 in favour of the Security Agent. 102

Security Pursuant to each Pledge over Receivables, the Secured Obligations are secured by, inter alia, a pledge of first priority in favour of the Security Agent, granted by each Property Holding Company over all its present and future rights to payments and receivables in relation to any Earnings under the relevant Property Management Agreements, Agency Agreements and Leases. If an Acceleration Notice is delivered pursuant to the provisions of the Facility Deed, the security constituted by the relevant Pledge over Receivables shall become enforceable pursuant to its provisions to the extent permitted by PRC laws, including the disposal of the receivables, and all proceeds of enforcement shall be applied in accordance with the Transaction Administration Agreement. Governing Law The Pledges over Receivables are governed by the laws of the PRC.

B.

Description of the Principal Issuer Transaction Documents

1.

Note Trust Deed

The Class A Notes and the Class B Notes will be constituted by, and the Class A Note Trustee and the Class B Note Trustee will be appointed pursuant to, the Note Trust Deed to be entered into between the Issuer and the Note Trustees on or about 12 March 2014. The Note Trustees DB Trustees (Hong Kong) Limited, acting in its capacity as Class A Note Trustee and Class B Note Trustee, respectively, will act as trustee for the holders of the Class A Notes and the Class B Notes, respectively, in accordance with the provisions of the Note Trust Deed. Covenant to Pay The Class A Note Trustee and the Class B Note Trustee hold the covenant to pay given in their favour by the Issuer under the Note Trust Deed on trust for themselves and the Class A and the Class B Noteholders, respectively. Certificates The Note Trust Deed provides for the issue of Certificates evidencing the Class A Notes and the Class B Notes, respectively, and sets out the forms of the Global Certificate (and the Definitive Certificates which may be issued in the limited circumstances set out in the Terms and Conditions). Terms and Conditions The Note Trust Deed also includes the Terms and Conditions of the Class A Notes and the Class B Notes, along with the provisions for the holding of meetings of, and the passing of resolutions by, the Class A Noteholders and the Class B Noteholders, respectively. Representations, Warranties and Covenants The Note Trust Deed also sets out a number of customary representations, warranties and covenants given by the Issuer to the Note Trustees, the Class A Noteholders and the Class B Noteholders. Appointment and Resignation of Note Trustees The power to appoint a new trustee in respect of the Class A Notes and the Class B Notes, respectively, is vested in the Issuer, but no person may be appointed as a trustee who has not been approved by the majority of the Class A Noteholders or the Class B Noteholders (as the case may be). Each of the Class A Note Trustee and the Class B Note Trustee may resign its appointment upon not less than 60 days' notice in writing to the Issuer. In such event, the Issuer will use its best endeavours to appoint a successor note trustee to exercise the powers and undertake the duties conferred and imposed upon the relevant Note Trustee under the Class A Notes or the Class B Notes (as the case 103

may be), the Note Trust Deed and the other Issuer Transaction Documents. In the event that a successor note trustee is not appointed by the Issuer by the expiry of such 60 day period, the resigning Note Trustee may appoint a replacement note trustee in accordance with the provisions of the Note Trust Deed. Governing Law The Note Trust Deed will governed by the laws of England 2.

CNH 440,000,000 Class C Loan Agreement

The Issuer has entered into a CNH 440,000,000 Class C Loan Agreement with Standard Chartered Bank (Hong Kong) Limited as mandated lead arranger, a number of financial institutions acting as Class C Lenders, Deutsche Bank AG, Hong Kong branch as agent of the mandated lead arranger and Class C Lenders, and Cathay United Bank as arranger and documentation agent. Subject to the terms of the Class C Loan Agreement, the Class C Lenders have made available to the Issuer a term loan facility in CNH (the offshore pool of the lawful currency of the PRC) in an aggregate amount equal to CNH 440,000,000. Only one Class C Loan may be made under the facility. The Class C Loan is expected to be fully drawn on the Closing Date. The Issuer has agreed to apply all amounts borrowed under the Class C Loan towards its acquisition of the Term Loan made to DPIHL by the Original Lender on 18 December 2013. The Class C Loan bears interest from and including its utilisation date. Interest is payable quarterly in arrear on the 17th day of each of March, June, September and December in each year (each a "Class C Loan Payment Date") commencing in June 2014. The rate of interest is the sum of 5.5% per annum and (after 17 December 2016) 2.00% per annum. Repayment Unless previously repaid, the Issuer will repay the Class C Loan (to the extent of available funds in accordance with the priority of payments in the Deed of Charge (Issuer)) in full on 17 December 2016 at the principal amount outstanding plus accrued and unpaid interest as at such date. If insufficient funds are available to make such repayment, the Issuer will continue to make payments of principal and interest on the Class C Loan on each succeeding Class C Loan Payment Date to the extent of available funds in accordance with the priority of payments in the Deed of Charge (Issuer) until the Class C Loan has been repaid in full or until 17 December 2019. On such date, the Issuer will repay the Class C Loan in full at the principal amount outstanding plus accrued and unpaid interest as at such date. Prepayment The only circumstances in which the Issuer may repay the Class C Loan in whole or in part prior to 17 December 2016 are as follows: (a) Prepayment of the Term Loan under the Facility Deed. At any time prior to 17 December 2016, the Issuer shall, in the event of repayment or prepayment in whole or in part by DPIHL of the Term Loan, repay the Class C Loan (to the extent of such repayment or prepayment of the Term Loan by DPIHL) on the next succeeding Class C Loan Payment Date (after taking into account the amounts required to be paid in priority to or pari passu with the repayments or prepayments of the Class C Loan). If the Borrower prepays voluntarily all or part of the Term Loan, the Issuer shall (i) first, repay (in accordance with the Class C Loan Agreement) the Class C Loan in whole or in part on a pro rata basis as between the Class C Lenders, (ii) secondly, redeem the Class B Notes at par in whole or in part on a pro rata basis as between the Class B Notes, and (iii) thirdly, redeem the Class A Notes at par in whole or in part on a pro rata basis as between the Class A Notes, in each case (as applicable) on the next Class C Loan Payment Date up to the amount of such prepayment.

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If the Borrower prepays all or part of the Term Loan for any reason other than a voluntary prepayment, the Issuer shall (i) first, redeem the Class A Notes at par in whole or in part on a pro rata basis as between the Class A Notes, (ii) secondly, redeem the Class B Notes at par in whole or in part on a pro rata basis as between the Class B Notes, and (iii) thirdly, repay (in accordance with the Class C Loan Agreement) the Class C Loan in whole or in part on a pro rata basis as between the Class C Lenders, in each case (as applicable) on the next Class C Loan Payment Date up to the amount of such prepayment. (b) Right to Purchase. The Issuer must prepay the Class C Loan if the right to purchase has been validly exercised by a Class C Lender or a group of them. If: (1) an event of default under the Term Loan has occurred or the Loan Security has become enforceable; (2) the Issuer Security has become enforceable; or (3) a Class C Principal/Interest Event of Default has occurred, (each a “Right to Purchase Event”) the Security Trustee shall (x) no later than one Business Day after (in the case of (1) or (3) above) being notified of such event or (in the case of (2) above) the occurrence of the same, notify the Note Trustees and the Class C Agent of such fact (who shall in turn notify the Noteholders of the relevant class or the Class C Lenders (as the case may be) of receipt of such notice from the Security Trustee no later than two Business Days after such receipt), and (y) only in the case of such an event occurring on or before 17 December 2016, the Security Trustee may not liquidate the Issuer Security or accelerate the Term Loan or liquidate the Loan Security until the 45th calendar day following the date of such notification by the Class C Agent to the Class C Lenders (or, if earlier, the Expected Repayment Date). A "Class C Principal/Interest Event of Default" occurs if default is made in the repayment of the outstanding principal amount of any Class C Loan on 17 December 2019 or in the payment of any interest in respect of any Class C Loan. The period from the notification by the Class C Agent to the Class C Lenders of a Right to Purchase Event occurs until the 45th calendar day following such notification is a "Right to Purchase Period". During the Right to Purchase Period, any Class C Lender or group of them may require the Issuer to sell the Term Loan to it, at a price equal to the sum which the Issuer requires in order to fully repay the Notes and the Class C Loan and pay any other amounts owed to the Issuer Secured Parties (the "Right to Purchase"). The Right to Purchase may only be exercised by following the process described in the Deed of Charge (Issuer). The day that the relevant Class C Lender or group of Class C Lenders pay the purchase price into the Issuer Payment Account pursuant to exercise of the Right to Purchase is the "Right to Purchase Payment Date". On the second Business Day after the Right to Purchase Payment Date, the Issuer shall repay the Class C Loan (after taking into account the amounts required to be paid in priority to or pari passu with the repayments or prepayments of the Class C Loan). (c) Enforcement of Loan Security. If the Loan Security has become enforceable prior to 17 December 2016, the Issuer will continue to make payments of interest and repay principal on the Class C Loan on each succeeding Class C Loan Payment Date to the extent of available funds in accordance with the priority of payments in the Deed of Charge (Issuer) until the Class C Loan has been repaid in full at the principal amount outstanding plus accrued and unpaid interest as at such date or until 17 December 2016; provided that if any sale, transfer or disposal, in the course of the enforcement of the Loan Security, of any Property or the shares in any Property Holding Company is made, the Issuer shall use the proceeds (after the deduction of costs, expenses, stamp duty, Taxes and other amounts incurred, payable or required to be deducted from the purchase price in respect of any such sale, transfer or disposal) in order to (i) first, pro rata and pari passu as between themselves, pay the Issuer Agents on that Class C Loan Payment Date, of amounts required to satisfy the Issuer 105

Agency Expenses and all other amounts payable to the Issuer Agents by the Issuer under the Issuer Transaction Documents, in each case only to the extent due and unpaid, and whether incurred in connection with the enforcement of the Loan Security or otherwise, (ii) secondly, upon prior written notice to the Class A Note Trustee, the Security Trustee and the Class A Noteholders, redeem the Class A Notes at par in whole or in part on a pro rata basis as between the Class A Notes, (iii) thirdly, upon prior written notice to the Class B Note Trustee, the Security Trustee and the Class B Noteholders, redeem the Class B Notes at par in whole or in part on a pro rata basis as between the Class B Notes, and (iv) fourthly, repay (in accordance with the Class C Loan Agreement) the Class C Loan in whole or in part on a pro rata basis as between the Class C Lenders, in each case (as applicable) on the next Class C Loan Payment Date up to the amount of such proceeds. Events of Default Each of the following events or circumstances is an event of default under the Class C Loan Agreement: (a)

Default is made in the repayment of the outstanding principal amount of the Class C Loan on 17 December 2019 or in the payment of any interest in respect of the Class C Loan;

(b)

Default is made by the Issuer in the performance or observance of any obligation, condition or provision binding on it under any Issuer Transaction Documents or Transaction Documents to which it is a party (other than any obligation for the payment of any principal or interest on the Notes or the Class C Loan) and, except where such default is not capable of remedy, such default continues for twenty-one days after written notice delivered by the Class C Agent to the Issuer;

(c)

An order is made by any competent court or an effective resolution is passed for the winding up or dissolution of the Issuer;

(d)

The Issuer ceases or, through an official action of the board of directors, or meeting of the shareholders, of the Issuer, threatens to cease, to carry on all or any substantial part of its business;

(e)

One or more final judgments from which no further appeal or judicial review is permissible under applicable law are awarded against the Issuer in an aggregate amount in excess of US$10,000 other than in respect of debt under the Issuer Transaction Documents;

(f)

Proceedings are initiated against the Issuer under any applicable liquidation, insolvency, composition, re-organisation or other similar laws including, for the avoidance of doubt, presentation to the court of an application for an administration order, or an administrative receiver or other receiver, administrator or other similar official is appointed in relation to the Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Issuer or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Issuer or a distress, execution, attachment, sequestration, diligence or other process is levied, enforced upon, sued out or put in force against the whole or any substantial part of the undertaking or assets of the Issuer and, in any of the foregoing cases, it shall not be discharged, annulled or withdrawn within 14 days;

(g)

Any decree, resolution, authorisation, approval, consent, filing, registration or exemption necessary for the utilisation of the Class C Loan on behalf of the Issuer and the performance of the Issuer’s obligations under the Class C Loan or any of the Issuer Transaction Documents or the Transaction Documents is withdrawn or modified or otherwise ceases to be in full force and effect, or it is unlawful for the Issuer to comply with, or the Issuer contests the validity or enforceability of or repudiates, any of its obligations under the Class C Loan or any of the Issuer Transaction Documents or the Transaction Documents;

(h)

The Issuer initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of its creditors generally (or any class of its creditors) or enters into an arrangement or composition with its creditors generally (or any class of its creditors); or 106

(i)

Any representation or warranty made by the Issuer in any of the Issuer Transaction Documents or the Transaction Documents proves to be incorrect or misleading in any material respect when made.

Cancellation of Class C Total Commitments If an event of default under the Class C Loan Agreement occurs and is continuing, the Class C Agent shall (if so directed by the requisite majority of Class C Lenders) send a notice to the Issuer cancelling the Class C Lenders’ commitments under the Class C Loan Agreement, at which point they shall immediately be cancelled. Acceleration If an event of default (except a Class C Principal/Interest Event of Default) under the Class C Loan Agreement occurs and is continuing, the requisite majority of Class C Lenders may give instructions to the Class C Agent for the Class C Loan to be accelerated. However, actual acceleration of the Class C Loan will only take place to the extent provided in the paragraph below. If the Security Trustee receives (i) Acceleration Instructions from the Issuer Senior Creditors or (ii) Confirmation Instructions, it shall give an Issuer Enforcement Notice to the Issuer. Upon giving such notice, the Class C Loan, together with accrued interest, and all other amounts accrued or outstanding under the Class C Loan Agreement shall become immediately due and payable at the principal amount outstanding plus accrued and unpaid interest as at such date. Enforcement The parties to the Class C Loan Agreement have agreed that the provisions of the Deed of Charge (Issuer) shall bind each of them and that its rights (if any) as Issuer Secured Party are subject to such provisions. The mandated lead arranger, Class C Lenders and Class C Agent agree that the Issuer Senior Creditors shall have the right to direct the enforcement of the Issuer Security in accordance with the Deed of Charge (Issuer). None of the mandated lead arranger, Class C Lenders and Class C Agent shall be entitled to proceed directly against the Issuer or enforce the Issuer Security unless the Security Trustee, having become bound so to enforce, fails to do so within a reasonable period and such failure shall be continuing. Changes to the Issuer The Issuer has agreed not to assign any of its rights or transfer any of its rights or obligations under the Issuer Transaction Documents (except for the assignment by way of security in favour of the Security Trustee pursuant to the Deed of Charge (Issuer)). Governing Law The Class C Loan Agreement is governed by the laws of England. 3.

Deed of Charge (Issuer)

The Class A Notes, Class B Notes and Class C Loan will be secured by, and the Security Trustee and Issuer Transaction Administrator will be appointed pursuant to, the Deed of Charge (Issuer) to be entered into between, inter alios, the Issuer, the Security Trustee, the Issuer Transaction Administrator, the Note Trustees, the Class C Agent, the Class C Lenders, the Liquidity Facility Provider and the Swap Provider on or about 12 March 2014. The Security Trustee DB Trustees (Hong Kong) Limited will act as security trustee for the Noteholders, the Class C Lenders and the other Issuer Secured Parties. The Security Trustee may resign its appointment upon not less than 60 days' notice in writing to the Issuer. The Issuer will appoint a successor security trustee to exercise the powers and undertake the duties conferred and imposed upon the Security Trustee under the Deed of Charge (Issuer) and the other Issuer Transaction Documents. In the event that a successor security trustee is not appointed by

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the Issuer within 60 days of such notice, the Security Trustee may appoint a security trustee as its successor in accordance with the provisions of the Deed of Charge (Issuer). The Issuer Transaction Administrator may resign its appointment upon not less than 60 days' notice in writing to the Issuer. The Issuer or the Security Trustee will appoint a successor Issuer Transaction Administrator to exercise the powers and undertake the duties conferred and imposed upon the Issuer Transaction Administrator under the Deed of Charge (Issuer) and the other Issuer Transaction Documents. In the event that a successor issuer transaction administrator is not appointed by the Issuer or the Security Trustee by the tenth day before the expiration of such notice, the Issuer Transaction Administrator may appoint an issuer transaction administrator as its successor in accordance with the provisions of the Deed of Charge (Issuer). Issuer Security Pursuant to the Deed of Charge (Issuer), the Issuer Secured Obligations will be secured by, inter alia, the following security interests granted by the Issuer in favour of the Security Trustee: (a) an assignment by way of security of all the Issuer's rights, title, interest and benefit in, to and under the Note Subscription Agreement and each Issuer Transaction Document to which it is a party; (b) a first fixed charge over all the Issuer's rights, title, interest and benefit in and to all sums of money which may now be or hereafter are from time to time standing to the credit of the Issuer Accounts, the Swap Collateral Account and any other bank account (other than the bank account referred to in paragraph (d) below) in which the Issuer may at any time acquire any right, title or interest or benefit; (c) an assignment by way of security over all of the Issuer's rights, title, interest and benefit in, to and under the Facility Deed and all other contracts, deeds and documents, present and future, to which the Issuer is or may become a party; (d) a first fixed charge over all the Issuer's rights, title, interest and benefit in and to all other assets and property that it has acquired or may acquire (other than the proceeds of the Issuer's share capital, its transaction fees and the bank account where such amounts are deposited); and (e) a first floating charge over the whole of the Issuer's undertaking and all of its property and assets, whatsoever and wheresoever situate, present and future (other than the proceeds of the Issuer's share capital, its transaction fees and the bank account where such amounts are deposited) to the extent not otherwise effectively charged by way of fixed charge or otherwise effectively assigned as security. For a description of the Issuer Security and the application of moneys prior to and following the occurrence of a Note Event of Default, see "Terms and Conditions of the Notes" herein. Issuer Transaction Administrator Deutsche Bank AG, Hong Kong branch will act as Issuer Transaction Administrator, providing certain administrative services to the Issuer in relation to the application of funds received by the Issuer under the Term Loan to the various Issuer Secured Parties in respect of each Issuer Payment Date (whether before or after the serving of an Issuer Enforcement Notice) pursuant to the priorities of payments described in “Key Characteristics of the Notes” herein. Payments under the Liquidity Facility Agreement In relation to an Issuer Payment Date, the Issuer Transaction Administrator shall determine whether an Issuer Collection Shortfall exists. If the Issuer Transaction Administrator determines that an Issuer Collection Shortfall exists, the Issuer Transaction Administrator shall notify the Issuer, the Liquidity Facility Provider and the Rating Agency of the amount of such Issuer Collection Shortfall, make a drawing under the Liquidity Facility Agreement and direct the Liquidity Facility Provider to pay such drawing as required to fulfil the priorities of payments described in “Key Characteristics of the Notes” herein.

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The largest possible drawing under the Liquidity Facility Agreement will be an amount equal to the lesser of (i) the Available Liquidity Facility and (ii) the relevant Issuer Collection Shortfall, in accordance with the provisions of the Liquidity Facility Agreement. Governing Law The Deed of Charge (Issuer) will governed by the laws of England.

4.

Liquidity Facility Agreement

Standard Chartered Bank (Hong Kong) Limited will act as the Liquidity Facility Provider under the Liquidity Facility Agreement. Under the terms of the Liquidity Facility Agreement, the Liquidity Facility Provider will provide a committed CNH denominated revolving liquidity facility to permit drawings to be made of up to CNH276,000,000 for the period from and including the date hereof to the Legal Maturity Date (the “Availability Period”) (as reduced or cancelled from time to time under the Liquidity Facility Agreement, the "Liquidity Facility"), in circumstances where the Issuer has insufficient funds available on any Issuer Payment Date to pay in full any of the items specified in paragraphs (a) to (e) (inclusive) of the part of the “Key Characteristics of the Notes” section above entitled “Pre-enforcement Priority of Payments” (an "Issuer Collection Shortfall"). The Liquidity Facility will not be available in respect of the principal due on the Notes. The interest rate on Drawings under the Liquidity Facility Agreement will be 4.00 per cent. per annum. Interest will accrue on each Drawing under the Liquidity Facility from the date of the Drawing to but excluding the Issuer Payment Date succeeding the drawdown date and thereafter (with default interest) until repaid. The Issuer will be obliged to repay the outstanding balance of any Drawings on each Issuer Payment Date. Amounts repaid may, subject to certain conditions, be redrawn. The Liquidity Facility Agreement will provide that if (a) the Liquidity Facility Provider's short-term, unsecured, unsubordinated and unguaranteed debt obligations cease to be rated at least P-1 by Moody's or long-term, unsecured, unsubordinated and unguaranteed debt obligations cease to be rated at least A3 by Moody's (the "Required Ratings") and/or (b) the Liquidity Facility Provider fails to comply with a Drawing Notice (each of (a) and/or (b) being a "Relevant Event"), the Issuer Transaction Administrator shall, if such Relevant Event has not been cured within certain time periods, require the relevant Liquidity Facility Provider to pay into the Issuer Expenses Account an amount equal to the undrawn portion of the Liquidity Facility Commitment (a "Standby Drawing") until the earliest of (i) the Liquidity Repayment Date, (ii) such time as the Liquidity Facility Provider is replaced or a guarantee is executed or (iii) such time as the Relevant Event has been cured. Any Deposit Interest earned in the Liquidity Standby Account will be paid directly to the Issuer Payment Account. Amounts of any Standby Drawing credited to the Issuer Expenses Account will, subject to the terms of the Liquidity Facility Agreement, be available to the Issuer by way of liquidity Drawing in the event there is an Issuer Collection Shortfall in the circumstances provided in the Deed of Charge (Issuer). Such a liquidity Drawing will accrue interest and be repayable as previously described, except that, until the relevant Liquidity Facility Provider is replaced or a guarantee is executed by an entity with the Required Ratings, or the Relevant Event which gave rise to the Standby Drawing is otherwise cured, repayment will be made into the Issuer Expenses Account. Following the occurrence of a Liquidity Facility Event of Default, any Standby Drawing then standing to the credit of the Issuer Expenses Account will be paid to the Liquidity Facility Provider and will not be available to the Noteholders or the other secured creditors of the Issuer. 5.

Loan Sale Agreement

On or prior to the Closing Date the Issuer will enter into a loan sale agreement (the "Loan Sale Agreement") pursuant to which it will agree to purchase and the Seller will agree to sell the Term

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Loan together with the related security for an initial consideration equal to the principal amount outstanding of the Term Loan and accrued interest as at the Closing Date. Transfer Certificate Pursuant to the Loan Sale Agreement, the Seller and the Issuer will agree to deliver a duly completed and executed Transfer Certificate to the Facility Agent on or prior to the Closing Date. Upon execution by the Facility Agent of the Transfer Certificate delivered to it by the Seller and the Issuer, the Issuer and each of the Obligors shall, with effect from the Closing Date, assume the obligations and acquire the rights against one another set out in the Finance Documents in place of those previously existing between the Seller and the Obligors. Representations and Warranties Pursuant to the Loan Sale Agreement, each of the Seller and the Issuer will make certain representations and warranties to the Issuer including the following: (a) it is duly organised and validly existing under the laws of its jurisdiction in which it is incorporated; (b) it has the power to execute and deliver the Loan Sale Agreement and the Transfer Certificate to which it is a party; and (c) its obligations in relation to the transaction contemplated under the Loan Sale Agreement constitute its legal, valid, binding and enforceable obligations (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application). The Seller will also make certain representations to the Issuer in relation to the Term Loan. 6.

Swap Agreements

The Issuer will enter into a cross currency interest rate swap in respect of each Class of Notes (each a "Swap") with the Swap Provider in order to hedge the Issuer's U.S. dollar payment obligations under the Notes. The Swaps shall be effective from the Closing Date and will terminate on: (i) the Legal Maturity Date of the Notes; or (ii) upon the enforcement by the Security Trustee of the Issuer Security. Up to and including the Expected Maturity Date, the Swaps provide for the following payments: (i)

On the Closing Date, (1) the Issuer will pay the USD issuance proceeds of the relevant Class of Notes (less certain expenses deducted therefrom) and (2) the Swap Provider will pay the CNH equivalent of such USD amount, based on an exchange rate of USD290,000,000:CNH1,763,000,000 (the “Applicable Exchange Rate”).

(ii)

On each Swap Payment Date, (1) the Issuer will pay an amount in CNH based on a fixed rate of 4.20% per annum (for the Class A Notes) or 4.70% per annum (for the Class B Notes), and (2) the Swap Provider will pay an amount in USD based on LIBOR and a spread of a percentage per annum equivalent to the Class A Applicable Margin (for the Class A Notes) or the Class B Applicable Margin (for the Class B Notes), in each case, based on a notional amount of the outstanding principal amount of the relevant Class of Notes (or its CNH equivalent at the Applicable Exchange Rate).

(iii)

Where there has been a Prepayment of the Term Loan, on the next following Swap Payment Date (1) the Issuer will pay the CNH principal amount which is applied towards prepayment of the relevant Class of Notes and (2) the Swap Provider will pay the USD equivalent of such CNH amount, based on the Applicable Exchange Rate.

(iv)

On the Swap Payment Date prior to the Expected Maturity Date, provided the Borrower has repaid the Term Loan in full on the Repayment Date thereunder (1) the Issuer will pay the CNH equivalent of the outstanding principal amount of the relevant Class of Notes, based on the Applicable Exchange Rate and (2) the Swap Provider will pay the outstanding principal amount of such Class of Notes. 110

After the Expected Maturity Date, if the Term Loan has not been fully repaid on the Repayment Date, the Swaps will provide for a postponement of the principal exchange described under paragraph (iv) above corresponding to the unpaid amount of the Term Loan to the next Swap Payment Date. Where the Issuer has available cash to apply towards the redemption of any Notes, the Swap Provider will exchange such available cash from CNH to USD at the Applicable Exchange Rate on the Swap Payment Date prior to the Issuer Payment Date on which the relevant Notes will be redeemed. These postponements will continue to occur until the Swap Payment Date immediately preceding the Legal Maturity Date, whereupon any remaining principal exchange obligations will become due. During these periods of postponement, the payment obligations of the Issuer will be different from those described above, in order to reflect the mechanics of the postponement as well as the related costs of the Swap Counterparty: (a) instead of the amount described under (ii)(1) above, the Issuer will pay an amount in CNH which is equivalent to the amount described under (ii)(2) above, based on the 3 month forward rate for CNH/USD; plus an amount which reflects the 3 month funding cost (or gain) for SCB arising from the postponement of the principal exchange described under paragraph (iv) above; and (b) where the amount described under the immediately preceding paragraph exceeds a certain cap amount, any excess above the cap amount will constitute an “Extension Charge” and will be paid at a more junior level in the priority of payments, as described in the parts of the “Key Characteristics of the Notes” section above entitled “Pre-enforcement Priority of Payments” and “Post-enforcement Priority of Payments”, as applicable. A failure to pay the Extension Charge would not be an event of default under the Swap Agreements. Standard Chartered Bank will act as calculation agent (a "Calculation Agent") with respect to the Swap Agreements.

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RATINGS The Liquidity Facility, the Facility Deed and the arrangements for the protection of the Noteholders in respect of the risks involved have been reviewed by Moody's. It is a condition of the issuance of the Notes that the Notes are assigned a rating of “Aa3(sf)” (in respect of the Class A Notes) and “A3(sf)” (in respect of the Class B Notes) by Moody's. These ratings will relate to the timely payment of interest on the Notes and full payment of principal of the Notes on or before the Legal Maturity Date. A rating is not a recommendation to buy, sell or hold securities, does not address the likelihood or timing of prepayment, if any, or the receipt of default interest and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. See "Risk Factors— Risks relating to the Notes—The ratings of the Notes may be changed any time".

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TAXATION All prospective investors in Notes should consult their own tax advisers in determining the tax consequences to them of the purchase, ownership and disposition of the Notes. Cayman Islands The following is a discussion on certain Cayman Islands income tax consequences of an investment in the Notes. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor's particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law. Under existing Cayman Islands Laws: • payments of interest and principal on the Notes will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal to any holder of the Notes, nor will gains derived from the disposal of the Notes be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax; • no stamp duty is payable in respect of the issue or transfer of the Notes although duty may be payable if Notes are executed in or brought into the Cayman Islands; and • certificates evidencing the Notes, in registered form, to which title is not transferable by delivery, should not attract Cayman Islands stamp duty. However, an instrument transferring title to a Note if brought to or executed in the Cayman Islands, would be subject to Cayman Islands stamp duty. The Issuer has been incorporated under the laws of the Cayman Islands as an exempted company and, as such, has applied for and obtained an undertaking from the Governor in Cabinet of the Cayman Islands in the following form: "CAYMAN ISLANDS GOVERNMENT The Tax Concessions Law (2011 Revision) Undertaking as to Tax Concessions In accordance with Section 6 of the Tax Concessions Law (2011 Revision) the Governor in Cabinet undertakes with: CHINA REAL ESTATE ASSET MORTGAGES LIMITED (a) that no Law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and (b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i)

on or in respect of the shares debentures or other obligations of the Company; or

(ii) by way of the withholding in whole or in part of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2011 Revision). These concessions shall be for a period of TWENTY years from the 3rd day of December 2013." The Proposed Financial Transactions Tax (the “FTT”) The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the “Participating Member States”). The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. Under the current proposal, primary market transactions referred to in Article 5(c) of Regulation (EC) No 1287/2006 are exempt. 113

Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a Participating Member State. A financial institution may be, or be deemed to be, “established” in a Participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a Participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a Participating Member State. The FTT proposal remains subject to negotiation between the Participating Member States and is the subject of legal challenge. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT. United States Tax Considerations for Investors Securities Held Through Foreign Entities Under the Foreign Account Tax Compliance Act provisions of the Hiring Incentives to Restore Employment Act (“FATCA”) and recently finalised regulations, a 30% withholding tax is imposed on “withholdable payments” and certain “passthru payments” made to “foreign financial institutions” (as defined in the regulations or an applicable intergovernmental agreement) (and their more than 50% affiliates) unless the payee foreign financial institution agrees, among other things, to disclose the identity of any U.S. individual with an account at the institution (or the institution’s affiliates) and to annually report certain information about such account. The term “withholdable payments” generally includes (1) payments of fixed or determinable annual or periodical gains, profits, and income (“FDAP”), in each case, from sources within the United States, and (2) gross proceeds from the sale of any property of a type which can produce interest or dividends from sources within the United States. “Passthru payments” means any withholdable payment and any foreign passthru payment. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or certify that they do not have any substantial United States owners) to withhold tax at a rate of 30%. We will treat payments on the securities as withholdable payments for these purposes. Withholding under FATCA will apply to all withholdable payments and certain passthru payments without regard to whether the beneficial owner of the payment is a U.S. person, or would otherwise be entitled to an exemption from the imposition of withholding tax pursuant to an applicable tax treaty with the United States or pursuant to U.S. domestic law. Unless a foreign financial institution is the beneficial owner of a payment, it will be subject to refund or credit in accordance with the same procedures and limitations applicable to other taxes withheld on FDAP payments provided that the beneficial owner of the payment furnishes such information as the IRS determines is necessary to determine whether such beneficial owner is a United States owned foreign entity and the identity of any substantial United States owners of such entity. Pursuant to the recently finalized regulations described above and subject to the exceptions described below, FATCA’s withholding regime generally will apply to (i) withholdable payments (other than gross proceeds of the type described above) made after 31st December 2013 (other than certain payments made with respect to a “preexisting obligation,” as defined in the regulations); (ii) payments of gross proceeds of the type described above with respect to a sale or disposition occurring after 31st December 2016; and (iii) foreign passthru payments made after the later of 31st December 2016, or six months after the date that final regulations defining the term “foreign passthru payment” are published. Notwithstanding the foregoing, the provisions of FATCA discussed above generally will not apply to (a) any obligation (other than an instrument that is treated as equity for U.S. tax purposes or that lacks a stated expiration or term) that is outstanding on 1st January 2014 (a “grandfathered obligation”); (b) any obligation that produces withholdable payments solely because the obligation is treated as giving rise to a dividend equivalent pursuant to Code section 871(m) and the regulations thereunder that is outstanding at any point prior to six months after the date on which obligations of its type are first treated as giving rise to dividend equivalents; and (c) any agreement requiring a secured party to make payments with respect to collateral securing one or more grandfathered 114

obligations (even if the collateral is not itself a grandfathered obligation). Thus, if you hold your securities through a foreign financial institution or foreign entity, a portion of any of your payments made after 31st December 2013, may be subject to 30% withholding.

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SUBSCRIPTION AND SALE The Lead Manager has, in a note subscription agreement dated on or about 13 March 2014 (the "Note Subscription Agreement") and made between, inter alios, the Issuer, MWREF, DHCL and the Lead Manager, upon the terms and subject to the conditions contained therein, agreed to purchase the Notes at their issue price of 100 per cent. of their principal amount. MWREF and DHCL have also agreed to reimburse the Lead Manager for certain of its expenses incurred in connection with the management of the issue of the Notes. The Lead Manager is entitled in certain circumstances to be released and discharged from its obligations under the Note Subscription Agreement prior to the closing of the issue of the Notes. A commission will be paid to private banks in connection with the purchase of the Notes by their private bank clients. United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. The Lead Manager has agreed that, except as permitted by the Note Subscription Agreement, it will not offer or sell the Notes, (a) as part of their distribution at any time or (b) otherwise, until 40 days after the later of the commencement of the offering and the issue date of the Notes, within the United States or to, or for the account or benefit of, U.S. persons, and that it will have sent to each dealer to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. In addition, until 40 days after commencement of the offering, an offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act. United Kingdom The Lead Manager has represented and agreed that: (a) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom. Hong Kong The Lead Manager has represented and agreed that: (a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (a) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made thereunder; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong), other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made thereunder. 116

Singapore The Lead Manager has acknowledged that the Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, it has represented and agreed that it has not offered or sold any Notes or caused such Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell such Notes or cause such Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (ii)

where no consideration is or will be given for the transfer;

(iii)

where the transfer is by operation of law;

(iv)

as specified in Section 276(7) of the SFA; or

(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. Japan The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Act”). Accordingly, the Lead Manager has represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for reoffering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan. Cayman Islands No offer or invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for the Notes. The Lead Manager has represented and agreed that the public in the Cayman Islands will not be invited to subscribe for the Notes. Australia No prospectus or other disclosure document in relation to the Notes has been or will be lodged with the Australian Securities and Investment Commission (“ASIC”) or the Australian Stock Exchange. 117

The Lead Manager has not made or invited, and will not make or invite, an offer of the Notes for issue or sale in Australia (including an offer or invitation which is received by a person in Australia) and has not distributed or published, and will not distribute or publish, the Offering Circular or any other offering material or advertisement relating to any Notes in Australia, unless: (i) the minimum aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent in an alternate currency) (disregarding moneys lent by the offeror or its associates) or the offer does not otherwise require disclosure to investors under Part 6D.2 of the Corporations Act; and (ii) the offer does not constitute an offer to an “retail client” for the purposes of Chapter 7 of the Corporations Act; and (iii) the offer does not constitute an offer or invitation to the public for the purposes of Section 82 of the Corporations Act; and (iv) such action complies with applicable laws, and directives and does not require any document to be lodged with ASIC. Taiwan The Lead Managers has represented and agreed that it has not offered or sold, and will not offer or sell, any Notes, directly or indirectly, in the Republic of China (“ROC”), to investors other than Professional Institutional Investors, unless otherwise permitted by the laws and regulations of the ROC. Professional Institutional Investors as defined under Article 4 of the Financial Consumer Protection Act currently include: (a) overseas or domestic banks, securities firms, futures firms, insurance companies (but excluding insurance agents, insurance brokers and insurance surveyors), fund management companies and governmental investment entities; (b) overseas or domestic governmental funds, pension funds, mutual funds, unit trusts, the funds managed by a financial service enterprise in accordance with the ROC Securities Investment Trust and Consulting Act, the ROC Futures Trading Act or the ROC Trust Enterprise Act or the investment assets delivered or entrusted by a financial consumer according to a mandate or trust; and (c) other institutions recognised by the ROC competent authorities. General The Lead Manager has acknowledged in the Note Subscription Agreement that no action has been or will be taken in any jurisdiction by it that would, or is intended to, permit a public offering of the Notes, or possession or distribution of the Offering Circular or any amendment or supplement thereto to be issued in connection with the issue of the Notes or any other offering material, in any country or jurisdiction where action for that purpose is required. The Lead Manager has further undertaken in the Note Subscription Agreement that it will comply with, and to obtain any consent, approval or permission required under all applicable laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Offering Circular or any other offering material, in all cases at its own expense. The Lead Manager is offering the Notes, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters by its counsel, including the validity of the Notes, and other conditions contained in the Note Subscription Agreement, such as the receipt by the Lead Manager of certificates and legal opinions. The Lead Manager reserves the right to withdraw, cancel or modify offers to investors and to reject orders in whole or in part. The Lead Manager is not obliged to facilitate trading in the Notes (or beneficial interests therein) and any such activities, if commenced, may be discontinued at any time, for any reason, without notice. If the Lead Manager does not facilitate trading in the Notes (or beneficial interests therein) for any 118

reason, there can be no assurance that another firm or person will do so. Pursuant to the underwriting arrangements between the Lead Manager and the Issuer, the Lead Manager is required to purchase the Notes for its own account to the extent that accepted orders are insufficient to place the entire amount of the Notes. The Lead Manager and its affiliates may also engage in investment or commercial banking and other dealings in the ordinary course of business with the Borrower or its affiliates, including the extension of credit facilities, from time to time and may receive fees and commissions for these transactions. In addition to the transactions noted above, the Lead Manager and its affiliates may, from time to time after completion of the offering of the Notes, engage in other transactions with, and perform services for, the Borrower or its affiliates in the ordinary course of their business. The Lead Manager or its affiliates may purchase the Notes for its own account or enter into secondary market transactions or derivative transactions relating to the Notes, including, without limitation, purchase, sale (or facilitation thereof), stock borrowing or credit or equity-linked derivatives such as asset swaps, repackagings and credit default swaps, at the same time as the offering of the Notes. Such transactions may be carried out as bilateral trades with selected counterparties and separately from any existing sale or resale of the Notes to which this Offering Circular relates (notwithstanding that such selected counterparties may also be a purchaser of the Notes). As a result of such transactions, the Lead Manager or its affiliates may hold long or short positions relating to the Notes. The Lead Manager or its affiliates may also purchase Notes for asset management and/or proprietary purposes but not with a view to distribution or may hold Notes on behalf of clients or in the capacity of investment advisors. While the Lead Manager and its affiliates have policies and procedures to deal with conflicts of interests, any of the above transactions may cause the Lead Manager or its affiliates or its clients or counterparties to have economic interests and incentives which may conflict with those of an investor in the Notes. The Lead Manager may receive returns on such transactions and has no obligation to take, refrain from taking or cease taking any action with respect to any such transactions based on the potential effect on a prospective investor in the Notes. The Issuer has represented, warranted and undertaken to the Lead Manager that it has not offered or sold, or will not offer or sell, any Notes in any circumstances which would require the registration of the Notes under the Securities Act cause the exemption afforded by the safe harbours of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes.

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CLEARANCE AND SETTLEMENT Clearance and settlement of the Notes, represented by the Global Notes, will be effected in accordance with the operating procedures of Clearstream, Luxembourg and Euroclear, each as applicable. General Interests in the Global Notes will be held in uncertificated book-entry form. Purchasers holding book-entry interests in the Notes through Clearstream, Luxembourg and Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds. Book-entry interests in the Global Notes will be credited to Euroclear participants' securities clearance accounts on the business day following the Closing Date against payment (for value on the Closing Date), and to Clearstream, Luxembourg participants' securities custody accounts on the Closing Date against payment in same day funds. Beneficial ownership in the Notes will be held through financial institutions as direct and indirect participants in Clearstream, Luxembourg and Euroclear. Clearstream, Luxembourg and Euroclear and every other intermediate holder in the chain to the beneficial owner of book-entry interests in the Notes will be responsible for establishing and maintaining accounts for their participants and customers having interests in the book-entry interests in the Notes. The Principal Paying Agent will be responsible for ensuring that payments received by it from the Issuer for holders of interests in the Notes holding through Clearstream, Luxembourg and Euroclear are credited to Clearstream, Luxembourg and Euroclear, as the case may be. Payments to holders of the Notes represented by Definitive Note Certificates will be made in accordance with the Note Conditions. The Issuer will not impose any fees in respect of the holding of the Notes; however, holders of book-entry interests only in the Notes may incur fees normally payable in respect of the maintenance and operation of accounts in Clearstream, Luxembourg and Euroclear. Clearstream, Luxembourg and Euroclear can only act on behalf of participants, who in turn act on behalf of indirect participants. Consequently, the ability of a person having an interest in the Global Notes to secure such interest in favour of persons or entities which do not participate, directly or indirectly, in the relevant clearing system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such interest. Transfers in Clearstream, Luxembourg and Euroclear Custodial and depositary links will be established with Euroclear and Clearstream, Luxembourg to facilitate the initial issue of the Notes and cross-market transfers of the Notes associated with secondary market trading. So long as Clearstream, Luxembourg, Euroclear or the common depositary of Clearstream, Luxembourg and Euroclear or any nominee is the holder of a Global Note, Clearstream, Luxembourg, Euroclear, or such common depositary or nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under the Note Trust Deed and the Notes. All payments in respect of the Notes represented by a Global Note will be made to or to the order of Clearstream, Luxembourg, Euroclear, or such common depositary or nominee, as the case may be, as the holder thereof. None of the Lead Manager, the Borrower, the Issuer, the Note Trustee, any Note Agent, the Issuer Transaction Administrator, the Corporate Services Provider or any of their respective affiliates or any person by whom any of the foregoing is controlled will have any responsibility or liability for any aspect of the records relating to or payments made by Clearstream, Luxembourg, Euroclear or any common depositary or nominee on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The holdings of book-entry interests in Notes by Clearstream, Luxembourg and Euroclear will be reflected in the book-entry accounts of each such institution.

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Information regarding Clearstream, Luxembourg and Euroclear Clearstream, Luxembourg and Euroclear have advised the Issuer as follows: Clearstream, Luxembourg and Euroclear each hold securities for their customers and facilitate the clearance and settlement of securities transactions through electronic book-entry transfer between their respective account holders and provide various services including safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending and borrowing. Clearstream, Luxembourg and Euroclear also deal with domestic securities markets in several countries through established depositary and custodial relationships. Clearstream, Luxembourg and Euroclear have established an electronic bridge between their two systems across which their respective customers may settle trades with each other. Their customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Clearstream, Luxembourg and Euroclear is available to other institutions which clear through, or maintain a custodial relationship with, an account holder of either system. Payments on the Global Notes Distributions of interest and principal and any other amounts with respect to book-entry interests in the Notes held through Clearstream, Luxembourg and Euroclear will be credited, to the extent received by Clearstream, Luxembourg or Euroclear from the Principal Paying Agent, to the cash accounts of Clearstream, Luxembourg and Euroclear customers in accordance with the relevant clearing system's rules and procedures. Trading between Euroclear and/or Clearstream, Luxembourg Account Holders Secondary market sales of book-entry interests in the Notes that are represented by the Global Notes to purchasers of book-entry interests in such Notes through Clearstream, Luxembourg or Euroclear will be conducted in accordance with the normal rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be settled using the procedures applicable to conventional eurobonds. No Responsibility for Performance by Clearstream, Luxembourg and Euroclear The information in this section regarding the procedures of Clearstream, Luxembourg and Euroclear reflects the current procedures of Clearstream, Luxembourg and Euroclear. Neither of Clearstream, Luxembourg and Euroclear is under any obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. None of the Lead Manager, the Borrower, the Issuer, the Note Trustee, the Issuer Transaction Administrator, any Note Agent, the Corporate Services Provider, any of their respective affiliates or any person by whom any of the foregoing is controlled will have any responsibility for the performance by Clearstream, Luxembourg and Euroclear or their respective direct or indirect participants or account holders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above.

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GENERAL INFORMATION (a) The issue of the Notes has been duly authorised by resolutions of the Board of Directors of the Issuer passed on 7 March 2014. (b) Application will be made to the SGX-ST for the listing and quotation for the Notes on the SGX-ST. The Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000 on the SGX-ST for so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require. So long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Issuer shall appoint and maintain a Paying Agent in Singapore, where the Notes may be presented or surrendered for payment or redemption, in the event that the registered Global Note is exchanged for Definitive Note Certificates. In addition, in the event that the registered Global Note is exchanged for Definitive Note Certificates, an announcement of such exchange shall be made through the SGX-ST and such announcement will include all material information with respect to the delivery of the Definitive Note Certificates, including details of the Paying Agent in Singapore. (c) The Notes have been accepted for clearance through Clearstream, Luxembourg and Euroclear with the following Common Codes and ISIN numbers: Class A Notes Common Code ........................................................................................................................ ISIN ........................................................................................................................................

104034187 XS1040341874

Class B Notes Common Code ........................................................................................................................ ISIN ........................................................................................................................................

104039103 XS1040391036

(d) The Issuer is not involved, and has not been involved, in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have or have had since the date of its incorporation a significant effect on the Issuer's financial position. (e) Save as disclosed in this Offering Circular, and since, in respect of the Issuer, its date of incorporation, there has been no material adverse change, or any development reasonably likely to involve any material adverse change, in the condition (financial or otherwise) or general affairs of the Issuer that is material in the context of the issue of the Notes. (f) Save as disclosed in this Offering Circular, the Borrower is not and has not been involved in any legal, governmental or arbitration proceedings which may have, or have had, in the 12 months preceding this Offering Circular a significant effect on its financial position, nor is the Borrower aware that any such proceedings are pending or threatened. Save as disclosed herein, since 18 December 2013 (the date on which the Term Loan was drawn down), there has been (a) no material adverse change in the financial position or prospects of the Borrower and (b) no significant change in the financial or trading position of the Borrower. (g) The Issuer has not published and does not intend to publish any financial statements. If published, however, such financial statements will be available free of charge during usual business hours at the Specified Offices of the Principal Paying Agent. The Issuer will not publish any interim financial statements. (h) For so long as the Notes are listed on the SGX-ST copies of the following documents may be inspected in physical form or electronic form (and, in the case of each of (Q) and (R) below, will be available for collection free of charge) at the specified offices of the Principal Paying Agent during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for the term of the Notes: (A)

the Issuer Administration Agreement;

(B)

the Liquidity Facility Agreement; 122

(C)

the Master Definitions Schedule;

(D)

the Note Agency Agreement;

(E)

the Note Trust Deed;

(F)

the Loan Sale Agreement;

(G)

the Swap Agreements;

(H)

the Lender Agreement;

(I)

the constitutional documents of the Issuer;

(J)

the future published financial statements of the Issuer (if any);

(K)

the constitutional documents of the Borrower;

(L)

the Facility Deed;

(M)

the Transaction Administration Agreement;

(N)

each of the Deeds of Charge;

(O)

each of the Mortgages;

(P)

each of the Insurance Assignment Agreements;

(Q)

each of the Rights Assignment Agreements;

(R)

each Share Pledge (DHCL); and

(S)

each Guarantee.

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GLOSSARY OF DEFINITIONS “Acceleration Date” means the date on which an Acceleration Notice is delivered pursuant to the Facility Deed. “Acceleration Instructions” means, in respect of any Class, instructions from the Issuer Secured Parties of that Class to the relevant Note Trustee or the Class C Agent (as the case may be) pursuant to the relevant Enforcement Provisions to accelerate the relevant Notes or the Class C Loan (as the case may be). “Acceleration Notice” means a notice delivered by the Facility Agent to the Borrower, the Security Agent and the Lenders in accordance with the Facility Deed whose effect is to accelerate all outstanding Loans. “Account Bank” means Standard Chartered Bank (Hong Kong) Limited or such other Eligible Entity appointed in accordance with the Transaction Administration Agreement. “Accounting Quarter” means each quarterly period ending on 31 March, 30 June, 30 September and 31 December in any financial year of the Borrower. “Accumulation Amount” means, on any Loan Payment Date, the aggregate amounts due and to be applied or estimated to be due and to be applied by the Borrower in accordance with the stipulations in the Transaction Administration Agreement relating to the application of funds on the next two succeeding Borrower Quarter Dates. “Accumulation Event” means, on any date of determination, that the Debt Service Coverage Ratio is less than 1.7:1. “Accumulation Reserve Account” means the Accumulation Reserve Account (CNH) or the Accumulation Reserve Account (US$), as applicable. “Accumulation Reserve Account (CNH)” means the CNH denominated segregated interest-bearing reserve accumulation reserve account in the name of the Borrower with the Account Bank. “Accumulation Reserve Account (US$)” means the US dollar denominated segregated interestbearing accumulation reserve account in the name of the Borrower with the Account Bank. “Additional Margin” means 1.5% per annum. “Agency Agreements” means, together, in respect of each Property and in respect of the relevant Local Collection Account and the relevant Central Collection Account, each agreement described in the Facility Deed between the relevant Collection Agent and the Property Holding Company owning such Property in relation to the appointment of the relevant Collection Agent to collect the Earnings in respect of such Property. “Agency Expenses” means all fees, costs, expenses, indemnities, claims, demands, legal fees, liabilities and other amounts specified as payable by the Borrower and other Obligors in accordance with the provisions of the Agents’ Fee Letter and the other Transaction Documents to the Facility Agent, the Security Agent and the Account Bank. “Agents” means, together, the Facility Agent, the Security Agent and the Account Bank. “Annual Compliance Certificate” means the annual compliance certificate supplied by the Borrower to the Facility Agent pursuant to the Facility Deed. “Assignment Agreements” means, together, the PRC Law governed assignment agreements dated 13 December 2013 between each Property Holding Company and the Security Agent and any assignment agreements executed by the Property Holding Companies and the Security Agent from time to time hereafter in relation to the assignment of PRC Law governed contractual rights. “Availability Period” means:

A17396094/10.0

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(a)

with respect to the Term Loan Facility, the period from and including the date of the Facility Deed to and including the earlier to occur of (i) the date falling 30 days after the date of the Facility Deed and (ii) the first Utilisation Date in respect of the Term Loan Facility;

(b)

with respect to the Revolving Credit Facility, the period from and including the date of the Facility Deed to and including the date falling three calendar months before the Repayment Date; and

(c)

with respect to the Liquidity Facility, the period commencing on the Closing Date and concluding on the Legal Maturity Date.

“Available Liquidity Facility” means the Liquidity Facility Commitment minus: (a)

the amount of any Drawings outstanding; and

(b)

the amount of any Liquidity Facility Commitment reduced or cancelled pursuant to the terms of the Liquidity Facility Agreement,

provided that the principal amount outstanding with respect to the Liquidity Facility shall at no time exceed CNH276,000,000. “Borrower” means DPIHL. “Borrower Charged Accounts” means the Insurance Reserve Account, the Borrower Payment Accounts and the Accumulation Reserve Accounts. “Borrower Charged Contracts” means: (a)

the Intra Group Loan Deed (Borrower);

(b)

the Intra Group Loan Deed (PHC);

(c)

the Intra Group Loan Deed (MWREF);

(d)

the Facility Deed; and

(e)

the Deed of Subordination and Assignment.

“Borrower Expense Account” means the Borrower Expense Account (CNH) or the Borrower Expense Account (US$), as applicable. “Borrower Expenses” means all filing fees, administrative fees, Agency Expenses, directors’ fees, company secretarial and audit/ accounting fees, fees of any Designated Valuer in connection with a Valuation, receiver’s fees or other fees levied by any Governmental Agency in respect of the Borrower, the Property Holding Companies and DHCL. “Borrower Payment Account” means the Borrower Payment Account (US$) or the Borrower Payment Account (CNH), as applicable. “Borrower Payment Account (CNH)” means the CNH denominated segregated interest-bearing borrower payment account in the name of the Borrower with the Account Bank. “Borrower Payment Account (US$)” means the US dollar denominated segregated interest-bearing borrower payment account in the name of the Borrower with the Account Bank. “Borrower Quarter Date” means the 25th day of each of February, May, August and November in each calendar year. “Borrower Reserve Account” means the CNH denominated segregated interest-bearing borrower reserve account in the name of the Borrower with the Account Bank. “Borrower Security” means the Security created by the Borrower in favour of the Security Agent pursuant to the Deed of Charge (Borrower) to secure the Secured Obligations. “Borrower Shares” means all those shares constituting the entire issued share capital of the Borrower and, where the context permits, includes the Dividends and those stocks, shares, rights, moneys and

125

other property and all certificates or other evidence of title to any of the Borrower Shares deposited with the Security Agent. “Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in Hong Kong, Beijing and New York (or a different jurisdiction if one is specified in the context where the term is used). “Cash Trap Event” means that any one or more creditors of MWREF or any one or more Subsidiaries of MWREF (other than the Obligors) declares any Financial Indebtedness in excess of US$5,000,000 in aggregate (or its equivalent in other currencies) of MWREF, or any one or more Subsidiaries of MWREF (other than the Obligors) to be or it otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described). “Central Collection Accounts” means, together, the Northern Central Collection Account and the Southern Central Collection Account. “Central Collection Bank” means ICBC acting, in the case of the Northern Central Collection Account, through its branch office in Beijing specified in the relevant Agency Agreements and, in the case of the Southern Central Collection Account, through its branch office in Shanghai specified in the relevant Agency Agreements. “Change of Control” means any of: (a)

MWREF ceases to own as legal and beneficial owner 100 per cent. of the issued paid-up share capital of each of DHCL and the Borrower (except for any dilution of such shareholding due to the pre-IPO restructuring to the extent permitted by the Facility Deed);

(b)

DHCL ceases to own as legal and beneficial owner 100 per cent. of the issued ordinary share capital of each Property Holding Company (other than (i) pursuant to a Permitted Disposal of the share capital of a Property Holding Company contemporaneously with the release of such share capital and the related Property owned by such Property Holding Company from the Loan Security or (ii) any dilution of such shareholding due to the pre-IPO restructuring to the extent as permitted by the Facility Deed);

(c)

the Macquarie Entities cease to own as legal and beneficial owner at least 100 per cent. of the issued paid-up share capital of the Manager;

(d)

at any time prior to the occurrence of an IPO, the aggregate equity interest (including common shares and any quasi-equity interests) in MWREF owned by the Macquarie Entities is less than 5 per cent. of the total issued share capital of MWREF; or

(e)

Macquarie Retail Management (Asia) Limited ceases to be the fund manager of MWREF provided that no Change of Control will occur if the fund manager of MWREF is controlled by Macquarie Retail Management (Asia) Limited or any Macquarie Entity.

“Charge over Accounts” means the charge over bank accounts in Mauritius executed by each Property Holding Company in favour of the Security Agent on 13 December 2013. “Class” means each of the Class A Noteholders, the Class B Noteholders and the Class C Lenders. “Class A Applicable Margin” means 2.00% per annum. “Class A Noteholders” means the holders of the Class A Notes from time to time. “Class A Notes” means the class A notes currently expected to be issued by the Issuer on or about 17 March 2014. “Class A Note Trustee” means DB Trustees (Hong Kong) Limited in its capacity as trustee for the holders of the Class A Notes. “Class A Swap Agreement” means the USD/CNH swap to be entered into between the Issuer and the Swap Provider in respect of the Class A Notes to hedge the risk exposure of the Issuer to future fluctuations in the USD/CNH exchange rate and interest rate differences between the Term Loan and the Class A Notes. 126

“Class A Swap Agreement Term” means the Swap Agreement Term for the Class A Swap Agreement. “Class B Applicable Margin” means 2.50% per annum. “Class B Noteholders” means the holders of the Class B Notes from time to time. “Class B Notes” means the class B notes currently expected to be issued by the Issuer on or about 17 March 2014. “Class B Note Trustee” means DB Trustees (Hong Kong) Limited in its capacity as trustee for the holders of the Class B Notes. “Class B Swap Agreement” means the US$/CNH swap to be entered into between the Issuer and the Swap Provider in respect of the Class B Notes to hedge the risk exposure of the Issuer to future fluctuations in the US$/CNH exchange rate and interest rate differences between the Term Loan and the Class B Notes. “Class B Swap Agreement Term” means the Swap Agreement Term for the Class B Swap Agreement. “Class C Agent” means Deutsche Bank AG, Hong Kong branch as agent of the other Class C Finance Parties. “Class C Event of Default” means any event or circumstance specified as such in the Class C Loan Agreement. See “Description of the Principal Transaction Documents—Description of the Principal Transaction Documents—CNH 440,000,000 Class C Loan Agreement—Events of Default”. "Class C Facility" means the term loan facility made available under the Class C Loan Agreement. “Class C Lender” means: (a)

any Class C Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a party to the Class C Loan Agreement as a lender in accordance with its terms,

which has not ceased to be a party to the Class C Loan Agreement in accordance with its terms. “Class C Loan” means a loan made or to be made under the Class C Facility or the principal amount outstanding for the time being of that loan. “Class C Loan Agreement” means the CNH440,000,000 Class C loan agreement dated on or about 12 March 2014 among, inter alios, the Issuer, the Class C Arranger, the Class C Original Lenders and the Class C Agent. “Class C Loan Repayment Amount” means, in respect of the Class C Loan, on any date, an amount equal to the Principal Amount Outstanding of the Class C Loan as at such date plus accrued and unpaid interest thereon to, but excluding, such date. "Class C Original Lenders" means the financial institutions listed in the Class C Loan Agreement as lenders. “Class C Principal/Interest Event of Default” means a default is made in the repayment of the outstanding principal amount of any Class C Loan on 17 December 2019 or in the payment of any interest in respect of any Class C Loan. "Class C Utilisation Date" means the date of a Class C Utilisation, being the date on which the relevant Class C Loan is to be made. “Clearstream, Luxembourg” means Clearstream Banking, société anonyme. “Closing Date” means 17 March 2014. “CNH” denotes the offshore pool of the lawful currency of the PRC.

127

“Collection Accounts” means the Southern Central Collection Account and the Northern Central Collection Account. “Collection Agents” means, together, the Northern Collection Agent and the Southern Collection Agent. “Commitment” means, as the context requires, a Term Loan Commitment or a Revolving Credit Commitment. “Confirmation Instructions” means instructions from the Issuer Senior Creditors to the relevant Note Trustee or the Class C Agent (as the case may be) for all Issuer Funding Instruments to be accelerated. “Corporate Services Provider” means MaplesFS Limited as provider of corporate services to the Issuer. “Cured” means with respect to: (a)

Relevant Event (a), that with respect to the relevant Liquidity Facility Provider’s either (i) it has the Required Ratings or (ii) an entity having the Required Ratings has provided Eligible Guarantee of the obligations of the relevant Liquidity Facility Provider under the Liquidity Facility Agreement, in either case within 30 days of the occurrence of such Relevant Event; and

(b)

Relevant Event (b), that the relevant Liquidity Facility Provider has complied with the Drawing Notice within one Business Days of the due date.

“DPIHL” means Dynasty Property Investment (Holdings) Limited, a company incorporated in Bermuda. “Deed of Charge (Borrower)” means an English law governed deed of charge dated 13 December 2013 hereof and executed by the Borrower in favour of the Security Agent. “Deed of Charge (Hong Kong Reserve Accounts)” means a Hong Kong law governed deed of charge dated 13 December 2013 and executed by the relevant Property Holding Company in favour of the Security Agent. “Deed of Charge (Issuer)” means an English law governed deed of charge dated on or about the date hereof and executed by the Issuer in favour of the Security Trustee. “Deed of Charge (MWREF)” means a Bermuda law governed deed of charge dated 13 December 2013 and executed by MWREF in favour of the Security Agent. “Deed of Charge (PHC)” means, in respect of each Property Holding Company, a Mauritius law governed deed of charge dated 13 December 2013 and executed by the relevant Property Holding Company in favour of the Security Agent. “Deed of Subordination and Assignment” means the deed of subordination and assignment dated 13 December 2013 between, inter alios, the Borrower, the Security Agent and MWREF. “Default” means an Event of Default or any event or circumstance specified as such in the Facility Deed which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default. “Designated FX Bank” means any bank, appointed by the Issuer Transaction Administrator from time to time, that offers CNH/USD foreign exchange and is an Eligible Entity. “Designated Valuer” means any one of Knight Frank, Jones Lang LaSalle, Colliers, DTZ and such other valuer acceptable to the Borrower and the Majority Lenders. “DHCL” means Dynasty Holding Company Limited, a company incorporated in Bermuda.

128

“DHCL Guarantee” means the obligations of DHCL to guarantee the Guaranteed Obligations pursuant to the Facility Deed. “Disposal Proceeds” means all proceeds (after deducting costs, expenses, stamp duty, Taxes and other amounts incurred, payable or required to be deducted from the purchase price in respect of any sale, transfer or disposal) of any sale, transfer or disposal of a Property or of the shares in a Property Holding Company. “Disposal Value” means, in respect of the sale, transfer or other disposal of a Property, the related Leases, or the shares in a Property Holding Company, the lower of (a) the Valuation of such Property or shares obtained within 30 days before the first Utilisation Date and (b) the Disposal Proceeds relating to such Property or shares. “Dividends” means all dividends, interest and other sums which are or may become payable to either DHCL or MWREF or their nominees in their capacity as holder of the Borrower Shares or the DHCL Shares, as the case may be, and includes: (a)

the right to receive any and all such sums and all claims in respect of any default in paying such sums; and

(b)

all forms of remittance of such sums and any bank or other account to which such sums may be paid or credited.

“Drawing” means a drawing under the Liquidity Facility. “Drawing Notice” means a notice of drawing duly completed and signed on behalf of the Issuer and substantially in one of the forms set out in the Liquidity Facility Agreement. “DSCR” means debt service coverage ratio. “Earnings” means, in relation to each Property, all income derived from such Property (including, without limitation, all sales proceeds, rentals and management fees) and received or receivable by or on behalf of the relevant Property Holding Company, or by the relevant Property Manager or the relevant Collection Agent on behalf of the relevant Property Holding Company. “Eligible Entity” means any entity whose long-term senior unsecured foreign currency debt is rated at least “A3” by Moody’s and whose short-term senior unsecured foreign currency debt is rated at least “P-1” by Moody’s. “Enforcement Provisions” means: (a) in respect of the Class A Notes or the Class B Notes, the provisions of Note Conditions 8 (Events of Default) and 9 (Enforcement); and (b)

in respect of the Class C Loan, the provisions of the Class C Loan Agreement relating to Class C Events of Default.

“Event of Default” means any event or circumstance specified as such in the Facility Deed. See “Description of the Principal Transaction Documents—Description of the Principal Borrower Documents—Facility Deed-Loan Events of Default”. “Expected Maturity Date” means the Issuer Payment Date falling in December 2016. “Extension Charges” has the meaning given to it in the section above entitled “Description of the Principal Transaction Documents—Description of the Principal Issuer Transaction Documents— Swap Agreements”. “Facility Agent” means Standard Chartered Bank (Hong Kong) Limited. “Facility Deed” means the facility deed dated 13 December 2013 among, inter alios, the Borrower, the Sole Lead Arranger and the Lenders. “FATCA” means: 129

(a)

sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b)

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

any agreement pursuant to the implementation of paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction. “Fee Letters” means, together, the Agents’ Fee Letter and the Sole Lead Arranger’s Fee Letter. “Finance Documents” means, together, the Facility Deed, the Fee Letters, the Side Letter, each Security Document, the Transaction Administration Agreement and any other document designated as such by the Security Agent and the Borrower. “Finance Parties” means the Agents, the Account Bank, the Sole Lead Arranger and the Lenders. “Financial Indebtedness” means any indebtedness (other than Subordinated Debt) for or in respect of:

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a nonrecourse basis);

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked-to-market value shall be taken into account);

(h)

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument, in each case, issued by a bank or financial institution; and

(i)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute). “Group” means, together, the Borrower, DHCL, MWREF and each of the Property Holding Companies. “Group Company” means a company in the Group. “Guarantees” means, together, the Property Holding Company Guarantees and the DHCL Guarantee. “Guarantors” means, together, the Property Holding Companies and DHCL. 130

“IFRS” means International Financial Reporting Standards. “Imperfect Property” means any Property in respect of which registration, in accordance with PRC Law (but subject to the relevant local practices applicable to each respective city in which the Properties are located), of first ranking Mortgages in favour of the Security Agent, has not yet occurred. “Insurance Reserve Account” means the US dollar denominated segregated interest bearing insurance reserve account in the name of the Borrower with the Account Bank. “Insurances” means those policies or contracts of insurance which are now or may hereafter be effected in respect of any Property or any part thereof, including those described in the relevant Assignment Agreements (but expressly excluding any insurances arranged solely for the benefit of third parties) by the relevant Property Holding Company, the person duly appointed to manage the relevant Property from time to time or any other person on their behalf, with an Insurance Provider and in respect of loss of rental income in relation to any Property and “all risks” liabilities and all benefits and proceeds thereof, including all claims of any nature and returns of premiums. “Interest Period” means, in relation to each Loan, each interest period determined in accordance with the Facility Deed and, in relation to an Unpaid Sum, each period determined in accordance with the Facility Deed for the purposes of calculating default interest. “Intra Group Loan (Borrower)” means any loan(s) by MWREF to the Borrower made under a relevant Intra Group Loan Deed (Borrower) or the principal amount outstanding for the time being of that loan. “Intra Group Loan Deed (Borrower)” means a loan deed entered or to be entered into between the Borrower and MWREF relating to amounts owed by the Borrower to MWREF and/or any subsequent loan deeds between MWREF and the Borrower. “Intra Group Loan Deed (MWREF)” means any loan deed entered or to be entered into between the Borrower and MWREF relating to amounts owed by MWREF to the Borrower and/or any subsequent loan deeds between MWREF and the Borrower. “Intra Group Loan Deed (PHC)” means a loan deed entered or to be entered into between each Property Holding Company and the Borrower relating to amounts owed by each Property Holding Company to the Borrower and/or any subsequent loan deeds between such Property Holding Company and the Borrower. Intra Group Loan (MWREF)” means any loan(s) by the Borrower to MWREF made under a relevant Intra Group Loan Deed (MWREF) or the principal amount outstanding for the time being of that loan. “Intra Group Loan (PHC)” means any loan(s) by the Borrower to each Property Holding Company made under a relevant Intra Group Loan Deed (PHC) or the principal amount outstanding for the time being of that loan. “IPO” means an initial public offering and the listing of shares to be effected on the main board of the Stock Exchange of Hong Kong Limited (or other international stock exchange as may be acceptable to the Lenders). “Issuer” means China Real Estate Asset Mortgages Limited. “Issuer Account Bank” means Deutsche Bank AG, Hong Kong Branch, or such other Eligible Entity appointed in accordance with the Deed of Charge (Issuer). “Issuer Administration Agreement” means the administration agreement dated on or about 12 March 2014 between, inter alios, the Issuer and the Corporate Services Provider.

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“Issuer Agency Expenses” means all fees, costs, expenses, indemnities, claims, demands, legal fees, liabilities and other amounts specified as payable by the Issuer to the Issuer Agents as agreed between them. “Issuer Agents” means the Note Trustees, Security Trustee, Principal Paying Agent, Class C Agent, Reference Agent, Issuer Transaction Administrator and Note Registrar. “Issuer Enforcement Notice” means a notice from the Security Trustee to the Issuer declaring each Issuer Funding Instrument immediately due and payable at the Note Redemption Amount (in the case of the Class A Notes and the Class B Notes) or the Class C Loan Repayment Amount (in the case of the Class C Loan) and attaching a copy of the relevant (i) Acceleration Instructions from the Issuer Senior Creditors or (ii) Confirmation Instructions. “Issuer Expenses” means, in respect of any Loan Payment Date: (a)

(b)

the aggregate amount of: (i)

all fees, costs, expenses, indemnity payments and other amounts properly incurred by the Issuer in connection with its corporate existence and day-to-day operations and administrative matters (including all amounts due from Issuer to the Corporate Services Provider in respect of fees, costs, expenses and indemnity payments pursuant to the corporate services agreement entered into between the Issuer and the Corporate Services Provider);

(ii)

all fees, costs, expenses, indemnity payments and other amounts payable by the Issuer to the Note Trustee, the Note Agents, the Security Trustee, the Class C Loan Agent, the relevant clearing systems, the Rating Agency, the tax agents, auditors, process agents and other professionals or third parties under or in connection with any of the Issuer Funding Instruments; and

(iii)

all taxes incurred by the Issuer in respect of the Notes and the Class C Loan; and

the Liquidity Facility Commitment Fee.

“Issuer Funding Instruments” means each of the Notes and the Class C Loan. “Issuer Payment Date” means the 17th day of each of March, June, September and December in each year. “Issuer Security” means the security granted by the Issuer under the Deed of Charge (Issuer). “Issuer Senior Creditors” means the Class A Noteholders, for so long as any Class A Notes remain outstanding; thereafter, the Class B Noteholders, for so long as any Class B Notes remain outstanding; thereafter, the Class C Lenders, for so long as the Class C Loan remains outstanding; and thereafter, the Swap Provider. “Issuer Transaction Administrator” means Deutsche Bank AG, Hong Kong Branch in its capacity as transaction administrator in respect of the Issuer Funding Instruments (or its successor or replacement pursuant to the documentation for the Issuer Funding Instruments). “Issuer Transaction Documents” means the Note Trust Deed, Note Agency Agreement, Note Subscription Agreement, Class C Loan Agreement, Deed of Charge (Issuer), Loan Sale Agreement, Swap Agreements, the Liquidity Facility Agreement, the Lender Agreement and the Issuer Administration Agreement. “Junior Swap Amounts” means (i) termination amounts due under a Swap Agreement where (a) the termination arose from an Event of Default in relation to which the Swap Provider was the sole Defaulting Party or (b) the termination arose from a Termination Event which (1) is not Tax Event or Illegality and (2) in relation to which the Swap Provider was the sole Affected Party and (ii) any Extension Charges. “Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment or award of any Governmental Agency. 132

“Lease” means: (a)

any lease, tenancy, licence, letting arrangement, exchange, option, reservation, renewal, right of first refusal granted by, or on behalf of, any Property Holding Company in respect of the relevant Property; or

(b)

any other right or interest in any Property granted by, or on behalf of, a Property Holding Company which gives such Property Holding Company the right to receive income.

“Lender” means:

(a)

the Original Lender;

(b)

the RCF Lender;

(c)

any bank, financial institution, trust, fund or other entity, which has acceded as a lender to the Facility Deed; and

(d)

for the purposes of each Mortgage only, each of the Finance Parties,

which, in respect of paragraphs (a) and (c) above, has not ceased to be a party to the Facility Deed. “Lender Agreement” means the lender agreement entered into on or about 12 March 2014 between the Issuer, the Facility Agent, the Security Agent, the Issuer Transaction Administrator and the Security Trustee. “LFP Default” means the failure (if not Cured) of a Liquidity Facility Provider to comply with a Drawing Notice with respect to a Drawing or a Standby Drawing. “Liquidity Facility” means a committed revolving liquidity facility provided to the Issuer by the Liquidity Facility Provider. “Liquidity Facility Agreement” means the agreement to be entered into among the Issuer, the Liquidity Banks and the Note Trustee under which a Liquidity Facility is provided to the Issuer. “Liquidity Facility Commitment” means in relation to a Liquidity Facility Provider, the amount set opposite its name in part 2 of schedule 1 to the Liquidity Facility Agreement. “Liquidity Facility Commitment Fee” is the fee to be paid by the Issuer to the Liquidity Banks under the Liquidity Facility Agreement. “Liquidity Facility Provider” means Standard Chartered Bank (Hong Kong) Limited. “Liquidity Repayment Date” means in relation to the Liquidity Facility the first to occur of: (a)

the date on which the Available Liquidity Facility is reduced to zero by cancellation;

(b)

the date (being an Issuer Payment Date) on which the Issuer is due to redeem all (but not some only) of the Notes and the Class C Loan;

(c)

the earlier of the Issuer Payment Date falling in December 2021 and the first day on which there the Notes and the Class C Loan are no longer outstanding; and

(d)

the date on which a Note Event of Default occurs.

“Loan” means either the Term Loan or a Revolving Credit Loan. “Loan Payment Date” means the date falling three Business Days prior to the 17th day of each of March, June, September and December, commencing on the date falling three Business Days prior to 17 March 2014 and ending on the date falling three Business Days prior to the Repayment Date. “Loan Sale Agreement” means the loan sale agreement entered into on or about 12 March 2014 between Standard Chartered Bank (Hong Kong) Limited as seller and the Issuer.

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“Loan Security” means the Security created by each of the Borrower, the Guarantors and MWREF from time to time over their assets in respect of the Secured Obligations. “Loan to Value Ratio” or “LTV” means, on the date of calculation thereof, the ratio, expressed as a percentage, of:

(a)

the Outstanding Loans less all amounts on deposit on such date in the Accumulation Reserve Accounts and any cash secured pursuant to the Facility Deed for the purpose of maintaining the necessary loan to value ratio (in the case of amounts on deposit, converted into RMB at the relevant Spot Rate for such date of calculation, if necessary); to

(b)

the aggregate current market value (in RMB) of the Properties (excluding, on or after the first Utilisation Date, any Property which is an Imperfect Property on the date of calculation) as stated in the most recent Valuations of the Properties delivered to the Facility Agent in accordance with the Facility Deed plus any Insurance Proceeds on deposit in the Insurance Reserve Account (converted into RMB at the relevant Spot Rate for such date of calculation); provided that, if any Property was the subject of a Permitted Disposal prior to the date of calculation and the Disposal Value has been deposited into the relevant Borrower Payment Account but has not been applied in mandatory prepayment of the Loan pursuant to the Facility Deed, the current market value of such Property for the purposes of this paragraph (b) shall be equal to the Disposal Value of such Property (converted into RMB at the relevant Spot Rate for such date of calculation).

“Local Collection Accounts” means, together, the Northern Local Collection Accounts and the Southern Local Collection Accounts. “Macquarie Entity” means:

(a)

any member of the Macquarie Group; and

(b)

any fund or company managed, or jointly managed, by a member, or an Associate of a member, of Macquarie Group.

“Macquarie Group” means Macquarie Group Limited and its Subsidiaries, and “member of the Macquarie Group” means any one of them. “Majority Lenders” means: (a)

if there is no Loan then outstanding, a Lender or Lenders whose Commitments aggregate not less than 66⅔ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated not less than 66⅔ per cent. of the Total Commitments immediately prior to the reduction); or

(b)

at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate not less than 66⅔ per cent. of the Loan then outstanding.

“Manager” means Macquarie Retail Management (Asia) Limited (formerly known as Macquarie Topest Management Limited). “Material Merger” means any amalgamation, demerger, merger or corporate reconstruction that is material in the context of the business, operations or assets of MWREF or the Borrower. “Mauritius” means the Republic of Mauritius. “Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that, in respect of the last month of any period: (a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

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(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

“Moody’s” means Moody’s Investors Service and its successors and assigns. “Mortgage” means, in respect of each Property, a mortgage executed in favour of the Security Agent on 13 December 2013 by the relevant Property Holding Company. “Mosaic Capex Application Form” or “MCAF” means the notice substantially in the form set out in the Facility Deed. “MWREF” means MWREF Limited (formerly known as Macquarie Wanda Real Estate Fund Limited), a company incorporated in Bermuda. “Northern Central Collection Account” means the RMB denominated account (details of which are set out in the Facility Deed) opened by, and in the name of, the Northern Collection Agent with the Central Collection Bank into which all Earnings in respect of the Northern Properties (subject to the terms of the relevant Agency Agreement) are remitted by the Northern Collection Agent from the Northern Local Collection Accounts. “Northern Collection Agent” means Beijing Jones Lang LaSalle Property Management Service Co. Ltd. （北京仲量联行物业理服务有限公司）. “Northern Properties” means the properties (as described in this Offering Circular) situated in Dalian, Harbin, Shenyang, Jinan and Tianjin. “Note Agency Agreement” means the note agency agreement entered into on or about 12 March 2014 among, inter alios, the Issuer, the Note Trustee, the Note Registrar and Deutsche Bank AG, Hong Kong Branch as Principal Paying Agent, Reference Agent and Issuer Transaction Administrator. “Note Agents” means the Principal Paying Agent, the Reference Agent and the Note Registrar. “Note Conditions” means the terms and conditions of the Notes as set out in the section of this document entitled “Terms and Conditions of the Notes”. “Note Event of Default” has the meaning ascribed to it in Note Condition 8(a). See “Terms and Conditions of the Notes”. “Noteholder” means a holder of the Notes. “Note Interest Amount” has the meaning ascribed to it in Note Condition 3(d). See “Terms and Conditions of the Notes”. “Note Rate of Interest” has the meaning ascribed to it in Note Condition 3(c). See “Terms and Conditions of the Notes”. “Note Redemption Amount” means, in respect of a class of Notes, on any date, an amount equal to the Principal Amount Outstanding of such class of Notes as at such date plus accrued and unpaid interest thereon to, but excluding, such date. “Note Register” has the meaning ascribed to it in Note Condition 1(a). See “Terms and Conditions of the Notes”. “Note Registrar” means Deutsche Bank Luxembourg S.A. “Note Subscription Agreement” means the note subscription agreement entered into on or about 13 March 2014 among, inter alios, the Issuer, MWREF, DHCL and the Lead Manager. “Notes” means, together, the Class A Notes and the Class B Notes.

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“Note Trust Deed” means the note trust deed dated on or about 12 March 2014 between the Issuer and the Note Trustees. “Note Trustees” means, together, the Class A Note and the Class B Note Trustee. “Obligors” means the Borrower, DHCL, MWREF and the Property Holding Companies. “Original Lender” means Standard Chartered Bank (Hong Kong) Limited. “Outstanding Loans” means the aggregate of: (a)

the Term Loan; and

(b)

the Revolving Credit Loans.

“Paying Agents” means: (a)

the several institutions (including where the context requires, the Principal Paying Agent) at their respective Specified Offices initially appointed as Paying Agents by the Issuer pursuant to the Note Agency Agreement; and/or

(b)

such other or further paying agents in respect of the Notes as may from time to time be appointed by the Issuer (with the prior approval of, and on terms previously approved by, the Note Trustees in writing).

“Permitted Disposal” means: (a)

any arm’s length, bona fide sale, transfer or other disposal of the whole of a Property, and related Leases or all of the shares in a Property Holding Company (and related intra-group loans) in accordance with the provisions of the Finance Documents if: (i)

the higher of (A) the Valuation of such Property, Leases or shares, when aggregated with the Valuation of any prior disposals of Properties, Leases or shares, and (B) the Disposal Proceeds of such Property, Leases or shares, when aggregated with the Disposal Proceeds received in respect of any prior disposals of Properties, Leases or shares, does not exceed US$50,000,000 (or its equivalent in RMB calculated by reference to the relevant Spot Rate); or

(ii)

where the sale, transfer or other disposal completes after the date falling 24 calendar months from the Utilisation Date of the Term Loan, the Disposal Proceeds thereof will be sufficient, when applied in accordance with the Facility Deed, to completely discharge the Secured Obligations; or

(iii)

the Majority Lenders have consented to such disposal;

(b)

any Lease of all or any part of the Properties made on normal commercial terms where the Property Holding Company’s rights in respect of the Lease are assigned by way of Security pursuant to the Security Documents;

(c)

any sale, lease, transfer or other disposal made in the ordinary course of a Property Holding Company’s business of any assets other than all or any part of a Property or the shares in a Property Holding Company; and

(d)

any other sale, Lease, transfer or other disposition made with the prior consent of the Facility Agent (acting on the instruction of the Majority Lenders),

provided that, in each case: (A)

no Default shall occur upon, or as a result of, any such disposal; and

(B)

the LTV immediately following any disposal under paragraph (a) above (assuming the Loan has been prepaid by an amount equal to the relevant Disposal Value) would not be higher than the LTV immediately preceding such disposal.

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“Permitted Excluded Asset” means (a)

any netting or set-off arrangement entered into by a Property Holding Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(b)

any lien arising by operation of Law and in the ordinary course of trading; provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned;

(c)

any Security created pursuant to any Finance Document; and

(d)

any existing Security which will be discharged on or prior to the utilisation date for the Term Loan pursuant to the Facility Deed.

“Person” means an individual, partnership, limited liability company, corporation, joint stock company, trust (including a business trust), unincorporated association, joint venture, firm, enterprise, Governmental Agency or any other entity. “PHC Charged Accounts” means, in respect of each Property Holding Company, each US dollar denominated account opened or to be opened by such Property Holding Company and described in the Charge over Account executed by such Property Holding Company. “PHC Charged Contracts” means, together, each Intra Group Loan Deed (PHC) to which each Property Holding Company is a party. “PHC Security” means, in respect of each Property Holding Company, the Security created by such Property Holding Company in favour of the Security Agent pursuant to the relevant Deed of Charge (PHC), the relevant Mortgage and the relevant Charge over Accounts to secure the Secured Obligations. “PRC” or “China” means the People’s Republic of China (excluding Hong Kong and the Macau Special Administrative Region). “PRC Taxes” means any Taxes payable in the PRC in respect of the Properties. “Principal Amount Outstanding” means, on any date and: (a)

in relation to a Class A Note (or the Class A Notes), the aggregate principal amount of the Class A Note (or Class A Notes) on the Closing Date less the aggregate amount of all payments of principal in respect of such Class A Note (or Class A Notes) which have been paid on such Class A Note (or Class A Notes) after the Closing Date and prior to such date;

(b)

in relation to a Class B Note (or the Class B Notes), the aggregate principal amount of the Class B Note (or Class B Notes) on the Closing Date less the aggregate amount of all payments of principal in respect of such Class B Note (or Class B Notes) which have been paid on such Class B Note (or Class B Notes) after the Closing Date and prior to such date; and

(c)

in relation to the Class C Loan, the amount of the Class C Loan made on the Class C Utilisation Date less the aggregate amount of all payments of principal in respect of the Class C Loan which have been paid on such Class C Loan after the Class C Utilisation Date and prior to such date.

“Principal Paying Agent” means Deutsche Bank AG, Hong Kong Branch. “Properties” means, together, the Northern Properties and the Southern Properties. “Property Holding Companies” means, together, Dalian Holding Company Limited, Harbin International Company Limited, Shenyang Holding Company Limited, Jinan Holding Company Limited, Tianjin Holding Company Limited, Changsha Holding Company Limited, Nanjing Holding Company Limited, Wuhan Holding Company Limited and Nanning Holding Company Limited. “Property Holding Company Guarantee” means the obligations of each Property Holding Company to guarantee the Guaranteed Obligations pursuant to the Facility Deed. 137

“Property Management Agreement” means, in respect of each Property, the agreement in relation to the provision of management services in respect of such Property executed between the relevant Property Manager and the Property Holding Company. “Property Managers” means, the companies appointed in accordance with the terms of the relevant Property Management Agreement to provide management services to the Property or any other Person appointed pursuant to the Facility Deed. “Protection Agreement” means the agreement dated 13 December 2013 among each Property Holding Company, DHCL and the Security Agent relating to the rights of the Security Agent as an entitled person under the constitution of the relevant Property Holding Company. “Rating Agency” means Moody’s. “RCF Lender” means Standard Chartered Bank (Hong Kong) Limited. “Reference Agent” means Deutsche Bank AG, Hong Kong Branch. “Relevant Event” means, in relation to a Liquidity Facility Provider: (a)

on any day when that Liquidity Facility Provider’s short-term unsecured, unsubordinated and unguaranteed debt obligations cease to be rated “Prime-1” or above by Moody’s or that Liquidity Facility Provider’s long-term unsecured, unsubordinated and unguaranteed debt obligations cease to be rated “A3” or above by Moody’s; or

(b)

such Liquidity Facility Provider fails to comply with a Drawing Notice.

“Relevant Interest Rate” means, in respect of the Term Loan: (a)

when the Original Lender is the lender of the Term Loan, 5.1% per annum; and

(b)

if the Issuer is the lender of the Term Loan, the weighted average rate per annum (calculated on the basis of the principal amount outstanding of the Class A Notes, the Class B Notes and the Class C Loan) of (1) the “Fixed Rate” under the Class A Swap Agreement, (2) the “Fixed Rate” under the Class B Swap Agreement, and (3) the interest rate under the Class C Loan;

provided that the Relevant Interest Rate for the first Interest Period to which paragraph (b) applies shall not be greater than 5.1% per annum. “Rental Collections” means rental collections received on behalf of the Property Holding Companies pursuant to the Leases (excluding any Rental Deposits received or receivable) with respect to the Properties. “Repayment Date” means the date falling 36 months from the initial utilisation of the Term Loan. “Required Rating” means, in relation to an entity, that its short-term, unsecured, unsubordinated and unguaranteed debt obligations are rated at least P-1 by Moody's and its long-term, unsecured, unsubordinated and unguaranteed debt obligations are rated at least A3 by Moody's . “Revolving Credit Facility” means the revolving credit facility made available to the Borrower by the Original Lender under the Facility Deed. “Revolving Credit Loan” means a loan made or to be made under the Revolving Credit Facility or the principal amount outstanding for the time being of any such loan. “RMB” or “Renminbi” means the lawful currency of the People’s Republic of China. “SAFE” means the State Administration of Foreign Exchange of the PRC. “Secured Obligations” means, together: (a)

all moneys and liabilities whatsoever from time to time due, owing or payable by the Borrower under the Transaction Documents; and

(b)

all moneys and liabilities whatsoever from time to time due, owing or payable by each of the Guarantors under each of the Guarantees. 138

“Security” means a mortgage, charge, pledge, lien, encumbrance or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. “Security Agent” means Standard Chartered Bank (Hong Kong) Limited as agent for itself and each other Finance Party. “Security Documents” means the Charge over Account, the Deeds of Charge, the Mortgages, the Share Pledge (DHCL), the Assignment Agreements, the Pledge over Receivables Agreements, the Deed of Subordination and Assignment, any Subordination Deed and any other document executed from time to time by whatever person as a further guarantee of or Security for all or any part of the Secured Obligations. “Security Trustee” means DB Trustees (Hong Kong) Limited as the security trustee in relation to the Issuer Funding Instruments, or its successor or replacement pursuant to the documentation for the Issuer Funding Instruments. “Seller” means Standard Chartered Bank (Hong Kong) Limited. “Side Letter” means the side letter relating to the Facility Deed among the Borrower, the Original Lender, DHCL, MWREF and the Property Holding Companies dated 13 December 2013. “Sole Lead Arranger” means Standard Chartered Bank (Hong Kong) Limited. “Southern Central Collection Account” means the RMB denominated account (details of which are set out in the Facility Deed) opened by, and in the name of, the Southern Collection Agent with the Central Collection Bank into which all Earnings in respect of the Southern Properties (subject to the terms of the relevant Agency Agreement) are remitted by the Southern Collection Agent from the Southern Local Collection Accounts. “Southern Collection Agent” means Jones Lang LaSalle Surveyors (Shanghai) Co. Ltd.（仲量联行 测量师事务所（上海）有限公司）. “Southern Properties” means the properties (as described in this Offering Circular) situated in Changsha, Nanjing, Wuhan and Nanning. “Special Capex Plan” means a plan prepared by the Manager, signed by an Authorised Officer on behalf of the Manager and approved by the Lenders prior to the date of the Facility Deed setting out those projects in respect of which Special Capital Expenditure will be incurred during the continuance of the Facility (each, a “Special Capex Project”) with reasonable details as to the major items of such Special Capital Expenditure and the relevant Property(ies) involved in each Special Capex Project and as such plan may be amended and supplemented from time to time by the Manager, acting in a commercially reasonable manner and as a prudent manager of the Properties, and notified to the Facility Agent. “Special Capital Expenditure” means capital or other expenses relating to the Properties (or any of them) which is pursuant to the Special Capex Plan to be applied towards (i) the improvement, enhancement and/or refurbishment of the Properties or (ii) promotion of the Properties (or any of them) in conjunction with a rebranding or relaunching of the Properties (or any of them). “Spot Rate” means the US$/RMB rate of exchange (expressed as an amount in RMB which can be purchased with US$1.00) determined by the relevant party by reference to Reuters page “SAEC” at 9:15 am (Beijing time) on the relevant date of determination (but if such determination can be made within a period of time, the last practicable day of such time period). “Standby Drawing” means a Drawing of the entire Liquidity Facility made following the occurrence of a Relevant Event.

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“Subsidiary” means, in relation to any company or corporation, a company or corporation:

(a)

which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)

more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c)

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body. “Swap Agreements” means, together, the Class A Swap Agreement and the Class B Swap Agreement. “Swap Agreement Term” means, in relation to a Swap Agreement, the Term (as defined in the Swap Agreement) as the same may be terminated early pursuant to the terms of the Swap Agreement provided that if, following the occurrence or designation of an Early Termination Date, the Purchaser enters into a replacement swap agreement with a replacement swap provider, the “Swap Agreement Term” shall be the Term as defined in such replacement swap agreement as the same may be terminated early pursuant to its term. “Swap Payment Date” means, in relation to the Swap Agreements, each scheduled date on which the Issuer is obliged under the Swap Agreements to make one or more payments to each Swap Provider. “Swap Provider” means Standard Chartered Bank (Hong Kong) Limited, or its successor, assign or replacement pursuant to the terms of the Swap Agreements. “Tax” or “Taxes” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). “Term Loan” means either a loan made or to be made under the Term Loan Facility or the principal amount outstanding for the time being of that loan. “Term Loan Facility” means the term loan facility made available to the Borrower by the Original Lender under the Facility Deed. “Total Commitments” means the aggregate of the Term Loan Commitments and the Total Revolving Credit Commitments. “Total Loan Commitments” means the aggregate of the Term Loan Commitments. “Total Revolving Credit Commitments” means the aggregate of the Revolving Credit Commitments. “Transaction Administration Agreement” means the agreement dated 13 December 2013 among, inter alios, the Borrower, the Manager, the Facility Agent, the Security Agent and the Account Bank. “Transaction Documents” means, together, the Finance Documents, each Intra Group Loan Deed (Borrower), each Intra Group Loan Deed (MWREF), each Intra Group Loan Deed (PHC) and the Protection Agreement. “Transfer Certificate” means a transfer certificate substantially in the form set out in the Facility Deed or any other form agreed between the Security Agent and the Borrower. “Trustee Act 2000” means the Trustee Act 2000 of England and Wales.

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“United States” means the United States of America. “Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents. “US$”, “U.S.$”, “USD”, “United States Dollars”, “US dollars” and “dollars” denote the lawful currency of the United States of America. “Utilisation Date” means the date of a Utilisation of a Facility, being the date on which a Loan is to be made. “Utilisation Request” means a notice substantially in the form set out in the Facility Deed by which the Borrower requests the borrowing of a Loan. “Valuation” means, with respect to a Property, a valuation prepared by a Designated Valuer: (a)

to the standards acceptable to the Lenders acting reasonably;

(b)

using internationally accepted valuation methodologies (including discounted cash flow and market comparables); and

(c)

in RMB.

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ISSUER China Real Estate Asset Mortgages Limited PO Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands

ARRANGER AND LEAD MANAGER Standard Chartered Bank 1 Basinghall Avenue, London EC2V 5DD United Kingdom NOTE TRUSTEES DB Trustees (Hong Kong) Limited Level 52, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

SECURITY TRUSTEE DB Trustees (Hong Kong) Limited Level 52, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

CORPORATE SERVICES PROVIDER MaplesFS Limited PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands

ISSUER TRANSACTION ADMINISTRATOR Deutsche Bank AG, Hong Kong Branch Level 52, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

NOTE REGISTRAR Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg

PRINCIPAL PAYING AGENT Deutsche Bank AG, Hong Kong Branch Level 52, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

LIQUIDITY FACILITY PROVIDER Standard Chartered Bank (Hong Kong) Limited 4-4A Des Voeux Road Central, Hong Kong

SWAP PROVIDER Standard Chartered Bank 1 Basinghall Avenue, London EC2V 5DD United Kingdom

LEGAL ADVISERS To the Arranger and Lead Manager as to English law Linklaters, Hong Kong 10th Floor, Alexandra House 18 Chater Road Road Hong Kong

To the Lead Manager as to PRC law King & Wood Mallesons 20th Floor, East Tower World Financial 1 Dongsanhuan Zhonglu Chaoyang District, Beijing People’s Republic of China

To the Swap Provider and the Liquidity Facility Provider as to English law Linklaters, Hong Kong 10th Floor, Alexandra House 18 Chater Road Hong Kong

To the Note Trustees and Security Trustee as to English law Linklaters, Hong Kong 10th Floor, Alexandra House 18 Chater Road Hong Kong

To MWREF and the Borrower as to English law King & Wood Mallesons 13/F Gloucester Tower, The Landmark 15 Queen’s Road Central Central, Hong Kong

A17396094/10.0

To the Issuer as to Cayman Islands law Maples and Calder 53rd Floor, The Center, 99 Queen’s Road Central, Hong Kong

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To MWREF and the Borrower as to PRC Law Zhong Lun Law Firm 36-37/F, SK Tower 6A Jianguomenwai Avenue Beijing 100022 People’s Republic of China