On July 12, 2021, Huijing Holdings Company Limited (the Company) commenced the Exchange Offer to Eligible Holders with respect to the Old Notes held by non-U.S. persons (as defined in Regulation S) outside the United States, pursuant to which the Company is offering to exchange the Old Notes held by Eligible Holders for the Exchange Consideration. Upon the terms and subject to the conditions set in the Exchange Offer Memorandum, the Company is offering to exchange any and all of its outstanding Old Notes for the New Notes. Only Eligible Holders will be eligible to participate in the Exchange Offer. Holders of Old Notes validly tendered in the Exchange Offer and accepted will waive any and all rights with respect to the Old Notes (other than the right to receive the Exchange Consideration) and will release and discharge the Company and the Subsidiary Guarantors from any and all claims such Holder may have, now or in the future, arising out of or related to such Old Notes, including any and all accrued and unpaid interest thereon. Accrued and unpaid interest on any Old Notes validly tendered and accepted for exchange, up to but not including the Settlement Date, will be payable in cash on the Settlement Date. For each $1,000 principal amount of outstanding Old Notes that is validly tendered and accepted for exchange prior to the Exchange Expiration Deadline, Holders will receive, subject to the terms and conditions set herein, (a) USD 1,000 principal amount of the New Notes, (b) accrued and unpaid interest on the Old Notes, up to but not including the Settlement Date, in cash and (c) in the event that any tendering Holder is entitled to receive New Notes in a principal amount that is not an integral multiple of $1,000, cash (rounded to the nearest $0.01, with $0.005 rounded upwards) in lieu of any fractional amount of the New Notes equal to the principal amount of the New Notes not issued (after rounding downward the amount of the New Notes to the nearest multiple of $1,000). Each Holder's right to receive the Exchange Consideration described above is subject to all the conditions set in the Exchange Offer Memorandum being satisfied or waived. If any of the Old Notes validly tendered for exchange by any Holder have not been accepted, such Holder will not receive the Exchange Consideration in relation to the amount of the Old Notes. Old Notes validly tendered but not accepted in the Exchange Offer will be promptly returned to the account of such Holder. No other Holders will be entitled to receive the Exchange Consideration. Concurrent with the Exchange Offer, the Company may conduct the Concurrent New Money Issuance. Such concurrent transactions are not a part of the Exchange Offer and, if conducted, may be subject to a separate information memorandum. The New Notes will bear a minimum yield of 12.5% per annum. The final interest rate of the New Notes will be set at the pricing of the Concurrent New Money Issuance which is expected to occur as soon as practicable after the Exchange Expiration Deadline or, if the Company decides not to proceed with the Concurrent New Money Issuance, will be set as soon as practicable after the Exchange Expiration Deadline. However, there can be no assurance that the Concurrent New Money Issuance will price at all. The purpose of the Exchange Offer is to refinance the Old Notes and extend the Company's debt maturity profile to improve its debt structure. The Company will not receive any cash proceeds from the Exchange Offer.