Dafa Properties Group Limited commenced a Concurrent Exchange Offer and Consent Solicitation on January 6, 2022 for its outstanding January 2022 Notes upon the terms and subject to the conditions in the Exchange Offer and Consent Solicitation Memorandum. The purpose of the Concurrent Exchange Offer and Consent Solicitation is to extend debt maturity profile, strengthen balance sheet and improve cash flow management. Unless otherwise defined, capitalized terms in this announcement will have the same meaning as those defined in the Exchange Offer and Consent Solicitation Memorandum and the Consent Solicitation Statement.

During the latter half of 2021, Chinese property developers and the capital markets that have funded growth and development of the sector have experienced a turning point. Reduced bank lending for real estate development has adversely affected access by property developers to onshore capital. Reduced bank lending for mortgage finance for buyers, combined with buyers' concerns about the ability of property developers to complete projects, has adversely affected property sales.

In addition, the use of pre-sale proceeds is also restricted under the applicable PRC laws. Negative reaction to these onshore events by offshore capital markets has curtailed funding sources to address upcoming maturities. The Company is soliciting consents from Notes Holders to Proposed Amendment to the Indentures, and to be entered into by and among the Company, the Subsidiary Guarantors and the Trustee of a supplemental indenture in relation to the 2022 Notes and a supplemental indenture in relation to the 2023 Notes giving effect to the Proposed Amendment (each such supplemental indenture, a " Supplemental Indenture " or the relevant " Supplemental Indenture " and, collectively, the " Supplemental Indentures ").

As of the date of the Consent Solicitation Statement, $360,000,000 and $100,000,000, respectively, in aggregate principal amount of the Company's 2022 Notes and 2023 Notes are outstanding. By validly delivering consents pursuant to the instructions set out in the Consent Solicitation Statement, Notes Holders will be deemed to have given Consent in the Consent Solicitation. A consenting Notes Holder must consent to the Proposed Amendment as an entirety and may not consent selectively with respect to certain aspect of the Proposed Amendment.

All Consents delivered and accepted will be deemed to be Consents to the Proposed Amendment as a whole. If Requisite Consents are received with respect to each Series of Notes and the Proposed Amendment becomes effective for such Series of Notes, the Proposed Amendment will be binding on all Holders of such Series of Notes, including non-consenting Holders. The Proposed Amendment will become effective upon execution of and delivery to the Trustee the Supplemental Indentures to the Indentures.

With respect to the 2022 Notes and 2023 Notes, the Company is offering the holders of record of the relevant Series of Notes as of the record date a consent fee of $2 for each $1,000 in principal amount of the Notes (the "Consent Fee"), in respect of which any Notes Holder has validly delivered a consent on or prior to the expiration date of the Consent Solicitation. The Company's obligation to accept consents and pay the Consent Fee is conditioned on, among other things, there being validly delivered consents from the Notes Holders of not less than a majority in aggregate principal amount of the outstanding Notes of each Series (the "Requisite Consents"). For the avoidance of doubt, the Company's acceptance of consents for any Series is not dependent on the receipt of the Requisite Consents of any other Series of Notes.