Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement and the listing documents attached hereto, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement and the listing documents attached hereto.

This announcement and the listing documents attached hereto are for information purposes only and do not constitute an invitation or offer to acquire, purchase or subscribe for the securities referred to herein.

This announcement and the listing document referred to herein have been published for information purposes only as required by the Listing Rules and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the listing document referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the Company for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong.

This announcement and the listing documents attached hereto do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the Company in or into the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")) or in any other jurisdiction. The securities referred to herein have not been and will not be registered under the Securities Act, or the securities laws of any State of the United States or other jurisdiction, and 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 Securities Act ("Regulation S")) 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. This announcement, and listing documents attached hereto and the information contained herein are not for distribution, directly or indirectly, in or into the United States or to U.S. Persons (as defined in Regulation S under the Securities Act) or in any other jurisdiction. The securities will be offered only outside the United States to non-U.S. Persons (as defined in Regulation S under the Securities Act) in reliance on Regulation S. No public offering of the securities will be made in or into the United States or to U.S. Persons (as defined in Regulation S under the Securities Act) or to the public in Hong Kong or in any other jurisdiction where such an offering is restricted or prohibited.

Notice to Hong Kong investors: The Company confirms that the Notes are intended for purchase by professional investors only (as defined in Chapter 37 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange")) and have been listed on the Hong Kong Stock Exchange on that basis. Accordingly, the Company confirms that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

FAR EAST HORIZON LIMITED

(the "Company")

(Incorporated in Hong Kong with limited liability)

(Stock Code: 3360)

Issue of US$500,000,000 2.625 per cent. Notes due 2024 (the "Notes")

(Stock Code: 40606)

under the US$4,000,000,000 Medium Term Note and Perpetual Securities Programme

(the "Programme")

This announcement is issued pursuant to Rule 37.39A of the Listing Rules on the Hong Kong Stock Exchange.

Please refer to the offering circular dated 22 September 2020 in relation to the Programme (the "Offering Circular"), the pricing supplement dated 24 February 2021 in relation to the Notes (the "Pricing Supplement"), each appended hereto (the Offering Circular and the Pricing Supplement together, the "Listing Documents", and each a "Listing Document"). As disclosed in the Listing Documents, the Notes are intended for purchase by professional investors only (as defined in Chapter 37 of the Listing Rules) and have been listed on the Hong Kong Stock Exchange on that basis.

None of the Listing Documents constitutes a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is any Listing Document an invitation to the public to make offers to subscribe for or purchase any securities, nor is any Listing Document circulated to invite offers by the public to subscribe for or purchase any securities.

None of the Listing Documents should be regarded as an inducement to subscribe for or purchase any Notes of the Company and no such inducement is intended. No investment decision should be made based on the information contained in the Listing Documents.

By order of the Board

Far East Horizon Limited

KONG Fanxing

Chief Executive Officer and Executive Director

Hong Kong, 4 March 2021

As at the date of this announcement, the executive directors of the Company are Mr. KONG Fanxing and Mr. WANG Mingzhe, the non-executive directors of the Company are Mr. NING Gaoning (Chairman), Mr. YANG Lin, Mr. LIU Haifeng David, Mr. KUO Ming-Jian and Mr. John LAW, and the independent non-executive directors of the Company are Mr. CAI Cunqiang, Mr.

HAN Xiaojing, Mr. LIU Jialin and Mr. YIP Wai Ming.

TABLE OF CONTENTS

OFFERING CIRCULAR DATED 22 SEPTEMBER 2020 PRICING SUPPLEMENT DATED 24 FEBRUARY 2021

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBs (AS DEFINED BELOW) UNDER RULE 144A UNDER THE SECURITIES ACT (AS DEFINED BELOW) ("RULE 144A") OR (2) NON-U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (AS DEFINED BELOW) ("REGULATIONS")) PURCHASING THE SECURITIES OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION 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 ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, 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.

THIS 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 US 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 following Offering Circular or make an investment decision with respect to the securities, investors must be either (I) qualified institutional buyers ("QIBs") (within the meaning of Rule 144A under the Securities Act) or (II) non-U.S. persons eligible to purchase the securities outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act. By accepting the e-mail and accessing the following Offering Circular, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) non-U.S. persons eligible to purchase the securities outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act and that the electronic e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to the delivery of such Offering Circular by electronic transmission.

You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this 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 this Offering Circular to any other person.

The materials relating to the offering of securities to which this Offering Circular relates 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 (as defined in this Offering Circular) in such jurisdiction.

This 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 the Issuer, DBS Bank Ltd. nor Standard Chartered Bank (Hong Kong) Limited (the "Arrangers") nor Agricultural Bank of China Limited Hong Kong Branch nor Australia and New Zealand Banking Group Limited nor China International Capital Corporation Hong Kong Securities Limited nor Citigroup Global Markets Limited nor DBS Bank Ltd. nor Deutsche Bank AG, Hong Kong Branch nor The Hongkong and Shanghai Banking Corporation Limited nor Industrial and Commercial Bank of China (Asia) Limited nor Standard Chartered Bank nor Standard Chartered Bank (Hong Kong) Limited nor UBS AG, Hong Kong Branch (the "Dealers"), nor any person who controls the Arrangers or the Dealers, nor any director, officer, employee or agent of the Issuer or the Arrangers or the Dealers, or affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Arrangers or the Dealers.

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.

(incorporated in Hong Kong with limited liability)

(Stock Code: 3360)

U.S.$4,000,000,000

Medium Term Note and Perpetual Securities Programme

Under the Medium Term Note and Perpetual Securities Programme described in this Offering Circular (the "Programme"), Far East Horizon Limited (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the "Notes") and perpetual securities (the "Securities" and together with the Notes, the "Instruments"). The aggregate nominal amount of Instruments outstanding will not at any time exceed U.S.$4,000,000,000 (or the equivalent in other currencies), subject to increase as described herein. Notes may be issued in bearer or registered form. Securities shall be issued in registered form. Instruments may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any additional Dealer the Issuer may appoint under the Programme from time to time (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer" shall, in the case of an issue of Instruments being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Instruments.

Application has been made to The Stock Exchange of Hong Kong Limited (the "HKSE") for the listing of the Programme during the 12-month period from the date of this Offering Circular on the HKSE by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO")), (together, the "Professional Investors") only. This document is for distribution to Professional Investors only. Investors should not purchase the Instruments in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Instruments are only suitable for Professional Investors.

Notice to Hong Kong investors: The Issuer confirms that the Instruments are intended for purchase by professional investors only (as defined in the Securities and Futures Ordinance (Cap 571) and Rules made thereunder) and will be listed on the HKSE on that basis. Accordingly, the Issuer confirms that the Instruments are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

The HKSE has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only, have been reproduced in this document. Listing of the Programme and the Instruments on the HKSE is not to be taken as an indication of the commercial merits or credit quality of the Programme, the Instruments or the Issuer or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the HKSE take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

The listing of the Programme is expected to become effective on or about 23 September 2020. Unlisted Instruments and Instruments to be listed, traded or quoted on or by any other competent authority, stock exchange or quotation system may be issued pursuant to the Programme. The relevant Pricing Supplement (as defined in "Summary of the Programme") in respect of the issue of any Instruments will specify whether or not such Instruments will be listed on the HKSE (or listed, traded or quoted on or by any other competent authority, other exchange or quotation system). Instruments listed on the HKSE will be traded on the HKSE in a board lot size of at least HK$500,000 (or its equivalent in other currencies). Notice of the aggregate nominal amount of any Instrument, interest (if any) payable in respect of Notes, distribution (if any) payable in respect of Securities, the issue price of Instruments and any other terms and conditions not contained herein which are applicable to each series of Instruments will be set out in the relevant Pricing Supplement which, with respect to Instruments to be listed on the HKSE, will be delivered to the HKSE, on or before the date of issue of such series of Instruments.

Each Series (as defined in "Summary of the Programme") of the Notes in bearer form ("Bearer Notes") will be represented on issue by a temporary global note in bearer form (each a "temporary Global Note") or a permanent global note in bearer form (each a "permanent Global Note") (collectively, the "Global Notes"). Interests in temporary Global Notes generally will be exchangeable for interests in permanent Global Notes or, if so stated in the relevant Pricing Supplement, definitive Notes ("Definitive Notes"), after the date falling 40 days after the later of the commencement of the offering and the relevant issue date of such Tranche upon certification as to non-US beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive Notes in whole but not in part, as described under "Form of the Instruments". Instruments in registered form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's or Securityholder's entire holding of the Instruments in registered form of one Series. Global Notes and Global Certificates (as defined below) may be deposited on the issue date with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream") (the "Common Depositary") or with a sub-custodian for the Central Moneymarkets Unit Service, operated by the Hong Kong Monetary Authority (the "CMU " or " CMU Service").

Where applicable for a relevant Tranche of Instruments, the Instruments will be issued within the quota granted pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt and Registrations (Fa Gai Wai Zi [2015] No. 2044) (਷࢕೯࢝ҷࠧ։ᗫ׵પආΆุ೯Б̮ව௪ࣩ೮াՓ၍ଣҷࠧٙஷٝ(೯ҷ̮༟)[2015]2044) by the National Development and Reform Commission (the "NDRC") which came into effect on 14 September 2015 (the "NDRC Circular") and other applicable implementation rules, regulations, certificates, circulars, notices or policies thereof as issued by the NDRC from time to time. After the issuance of such relevant Tranche of Instruments, the Issuer intends to provide the requisite information on the issuance of such Instruments to the NDRC within the time period as required by the NDRC.

The Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Instruments are being offered and sold by the Dealers outside the United States in accordance with Regulation S of the Securities Act ("Regulation S") and, if in the United States, only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"). Prospective investors are hereby notified that sellers of Instruments may be relying on the exemption from provisions of Section 5 of the Securities Act provided by Rule 144A. Any Series of Instruments may be subject to additional selling restrictions. The relevant Pricing Supplement in respect of such Series of Instruments will specify any such restrictions. See "Subscription and Sale" and the relevant Pricing Supplement. Registered Instruments are subject to certain restrictions on transfer as described in "Subscription and Sale."

MiFID II product governance/target market - The Pricing Supplement in respect of any Instruments may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Instruments and which channels for distribution of the Instruments are appropriate. Any person subsequently offering, selling or recommending the Instruments (a "distributor") should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

PRIIPs/IMPORTANT - EEA AND UK RETAIL INVESTORS - If the Pricing Supplement in respect of any Instruments includes a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE)

The Pricing Supplement in respect of any Instruments may include a legend entitled "Singapore Securities and Futures Act Product Classification" which will state the product classification of the Notes pursuant to section 309B(1) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA").

The Issuer will make a determination in relation to each issue about the classification of the Instruments being offered for purposes of section 309B(1)(a). Any such legend included on the relevant Pricing Supplement will constitute notice to "relevant persons" for purposes of section 309B(1)(c) of the SFA.

BENCHMARKS REGULATION: Interest and/or other amounts payable under the Instruments may be calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the "Benchmark Regulation"). If any such reference rate does constitute such a benchmark, the applicable Pricing Supplement will indicate whether or not the benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation. Not every reference rate will fall within the scope of the Benchmark Regulation. Transitional provisions in the Benchmark Regulation may have the result that the administrator of a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of the relevant Pricing Supplement (or, if located outside the European Union, recognition, endorsement or equivalence). The registration status of any administrator under the Benchmark Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update the relevant Pricing Supplement to reflect any change in the registration status of the administrator.

The Programme is rated "BBB-" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors ("S&P"). The ratings assigned to the Programme are only applicable to the Notes; ratings in respect of the Securities issued may be separately obtained. These ratings are only correct as at the date of this Offering Circular. Instruments issued under the Programme may be rated or unrated. Where a Tranche of Instruments is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. Where an issue of Instruments is rated, its rating will not necessarily be the same as the rating applicable to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Instruments in registered form ("Registered Instruments") and which are being offered and sold in accordance with Regulation S ("Unrestricted Instruments") will initially be represented by a permanent registered global certificate of the Notes or, as the case may be, of the Securities (each an "Unrestricted Global Certificate") without interest coupons. Registered Instruments that are being offered and sold in reliance on Rule 144A ("Restricted Instruments") will bear the Securities Act Legend (as defined in each of the notes trust deed dated 31 May 2017 (the "Notes Trust Deed") and the securities trust deed dated 31 May 2017 (the "Securities Trust Deed")) and will initially be represented by a registered global certificate of the Notes or, as the case may be, of the Securities (each, a "Restricted Global Certificate", and together with the Unrestricted Global Certificates, the "Global Certificates"), without interest coupons. The Global Certificates of the Notes and of the Securities will each be deposited on the relevant issue date with (i) a custodian (the "Custodian") for, and registered in the name of a nominee for, The Depository Trust Company ("DTC") or (ii) a common depositary on behalf of Euroclear and Clearstream or, as the case may be, a sub-custodian for the CMU. Beneficial interests in Global Certificates will be shown on, and transfers thereof will be effected only through records maintained by Euroclear and Clearstream, the CMU and DTC and their account holders.

Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Offering Circular in connection with an investment in Instruments.

Arrangers

DBS Bank Ltd.

Standard Chartered Bank

Dealers

Agricultural Bank of China Limited

ANZ

China International

Hong Kong Branch

Capital Corporation

Citigroup DBS Bank Ltd. Deutsche Bank HSBC ICBC (Asia) Standard Chartered Bank UBS

The date of this Offering Circular is 22 September 2020

The Issuer having made all reasonable enquiries, confirms that, to the best of its knowledge and belief, (i) this Offering Circular contains all information with respect to the Issuer, the Issuer and its subsidiaries taken as a whole (the "Group") and the Instruments that is material in the context of the issue and offering of the Instruments, (ii) the statements contained in it relating to the Issuer and the Group are in every material particular true and accurate and not misleading in any material respect, (iii) the opinions and intentions expressed in this Offering Circular with regard to the Issuer and the Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, (iv) there are no other facts in relation to the Issuer, the Group, and the Instruments, the omission of which would, in the context of the issue and offering of the Instruments, make any statement in this Offering Circular misleading in any material respect and (v) all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements.

Each Tranche (as defined in "Summary of the Programme") of the Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Notes Conditions") and each Tranche (as defined in "Summary of the Programme") of the Securities will be issued on the terms set out herein under "Terms and Conditions of the Securities" (the "Securities Conditions" and together with the Notes Conditions, the "Conditions"). The Conditions of any Tranche of Instruments may be amended and/or supplemented by a document specific to such Tranche called a pricing supplement (the "Pricing Supplement"). This Offering Circular and Pricing Supplement must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Instruments, must be read and construed together with the relevant Pricing Supplement.

MiFID II product governance/target market - The Pricing Supplement may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Instruments and which channels for distribution of the Instruments are appropriate. A distributor should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance Rules, any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

PRIIPs/IMPORTANT - EEA AND UK RETAIL INVESTORS - If the Pricing Supplement in respect of any Instruments includes a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II); or (ii) a customer within the meaning of Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by the PRIIPs Regulation for offering or selling the Instruments or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

This Offering Circular and Pricing Supplement is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed on the basis that such documents are incorporated in, and form part of, this Offering Circular.

i

PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SFA

The Pricing Supplement in respect of any Instruments may include a legend entitled "Singapore Securities and Futures Act Product Classification" which will state the product classification of the Instruments pursuant to section 309B(1) of the SFA. The Issuer will make a determination in relation to each issue about the classification of the Instruments being offered for purposes of section 309B(1)(a). Any such legend included on the relevant Pricing Supplement will constitute notice to "relevant persons" for purposes of section 309B(1)(c) of the SFA.

No person has been authorised to give any information or to make any representation other than those contained in this Offering Circular in connection with the issue or sale of any Instruments and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of any of the Issuer, the Arrangers, any of the Dealers, the Trustee and the Agents (each as defined in "Summary of the Programme"). Neither the delivery of this Offering Circular or any Pricing Supplement nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

None of the Issuer, the Arrangers, the Dealers, the Trustee or the Agents represents that this Offering Circular may be lawfully distributed, or that any Instruments may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any available exemption, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arrangers, the Dealers, the Trustee or the Agents which would permit a public offering of any Instruments or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Instruments may be offered or sold, directly or indirectly, and neither this Offering Circular, any Pricing Supplement nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

The distribution of this Offering Circular and any Pricing Supplement and the offering or sale of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular or any Pricing Supplement comes are required by the Issuer, the Arrangers and the Dealers to inform themselves about and to observe any such restriction. The Instruments have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Notes may include Notes in bearer form that are subject to U.S. tax law requirements. The Instruments may not be offered or sold within the United States except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act.

The Instruments are being offered and sold, in the case of Bearer Notes and Unrestricted Instruments outside the United States, in reliance on Regulation S and, in the case of Restricted Instruments, within the United States to QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Instruments may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Any Series of Instruments may be subject to additional selling restrictions. The relevant Pricing Supplement in respect of such Series of Instruments will specify any such restrictions. See "Subscription and Sale" and the relevant Pricing Supplement. Registered Instruments are subject to certain restrictions on transfer as described in "Subscription and Sale." The Issuer is not, and the Arrangers andDealers are not, making an offer to sell the Instruments in any jurisdiction where such offer or sale would be unlawful. The Instruments are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration thereunder or exemption therefrom. Prospective purchasers should be aware that they might be required to bear the financial risks of an investment in the Instruments for an indefinite period of time.

For a more complete description of these and certain further restrictions on offers, sales and transfers of Instruments and distribution of this Offering Circular, see "Subscription and Sale" and "Transfer Restrictions" in this Offering Circular.

NEITHER THE PROGRAMME NOR THE INSTRUMENTS HAVE BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OF INSTRUMENTS OR THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Neither this Offering Circular nor any Pricing Supplement constitutes an offer of, or an invitation by or on behalf of the Issuer, the Arrangers, the Dealers, the Trustee or the Agents to subscribe for or purchase, any Instruments.

This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "HKSE Rules") for the purpose of giving information with regard to the Issuer. The Issuer accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular.

None of the Arrangers, the Dealers, the Trustee or the Agents has separately verified the information contained in this Offering Circular. To the fullest extent permitted by law, none of the Arrangers, the Dealers, the Trustee or the Agents makes any representation, warranty or undertaking, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Offering Circular. To the fullest extent permitted by law, none of the Arrangers, the Dealers, the Trustee or the Agents accepts any responsibility for the contents of this Offering Circular, or for any other statement made or purported to be made by an Arranger, a Dealer, the Trustee or an Agent, or on its behalf, in connection with the Issuer, the Group or the issue and offering of the Instruments in this Offering Circular. The Arrangers, each Dealer, the Trustee and each Agent accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Offering Circular or any such statement. Neither this Offering Circular nor any other information provided or incorporated by reference in connection with the Programme is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Arrangers, the Dealers, the Trustee or the Agents that any recipient of this Offering Circular or of any such information should purchase the Instruments. Each potential purchaser of the Instruments should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Group. Each potential purchaser of the Instruments should determine for itself the relevance of the information contained in this Offering Circular and its purchase of the Instruments should be based upon such investigation as it deems necessary.

None of the Arrangers, the Dealers, the Trustee or the Agents undertakes to review the financial condition or affairs of the Issuer or the Group during the life of the arrangements contemplated by this Offering Circular or to advise any investor or potential investor in the Instruments of any information coming to the attention of any of the Arrangers, the Dealers, the Trustee or the Agents.

In connection with the issue of the Instruments, the Dealer or Dealers (if any) named as the stabilisation manager(s) (the "Stabilisation Manager(s)") (or persons acting on behalf of any Stabilisation Manager) in the relevant Pricing Supplement may over-allot Instruments or effect transactions with a view to supporting the price of the Instruments at a level higher than that which might otherwise prevail for a limited period after the Issue Date. However, there is no obligation on such Stabilisation Manager(s) (or persons acting on behalf of the Stabilisation Manager(s)) to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. Such stabilising shall be in compliance with all applicable laws, regulations and rules.

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to "Hong Kong " or " Hong Kong SAR" are to the Hong Kong Special Administrative Region of the People's Republic of China, to the "PRC" are to the People's Republic of China excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan, to "HK$" are to Hong Kong dollars, to "CNY" or" RMB" are to Renminbi, the currency of the People's Republic of China, to "JPY" or to Japanese Yen, to" U.S.$ " or " USD" are to U.S. dollars, to "sterling " or " £" are to the currency of the United Kingdom and to "euro " or " C" are to the lawful currency of member states of the European Union ("Member States") that adopt the single currency introduced in accordance with the Treaty establishing the European Community, as amended from time to time.

Certain figures included in this Offering Circular have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

iv

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955 ("RSA 421-B"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF

THIS PARAGRAPH.

ENFORCEABILITY OF JUDGMENTS

The Issuer is a corporation organised under the laws of Hong Kong. All or a substantial portion of the assets of the Issuer are located outside the United States. In addition, substantially all of its officers and directors reside outside the United States and a substantial part of the assets of these persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Issuer or to enforce against the Issuer based on judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any State or territory within the United States.

vi

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities and Exchange Act of 1934 (the "Exchange Act"). The words "anticipate", "believe", "expect", "plan", "intend", "targets", "aims", "estimate", "project", "will", "would", "may", "could", "continue" and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact included in this Offering Circular, including, without limitation, those regarding the Group's financial position, business strategy, management plans and objectives for future operations, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Group's actual results, performance or achievements, or industry results, to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group expects to operate in the future. Important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among other factors referenced in this Offering Circular:

  • • the competitive industries in which the Group operates;

  • • industry risks in the financial leasing business;

  • • general economic, political and social conditions and developments in the PRC and other jurisdictions in which the Group operates;

  • • the Group's ability to meet financial and other covenants provided under its financing agreements;

  • • legal proceedings and regulatory investigations; and

  • • other risks identified in the "Risk Factors" section of this Offering Circular.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under "Risk Factors". Forward-looking statements speak only as of the date of this Offering Circular and the Issuer expressly disclaims any obligation or undertaking to update publicly or revise any forward-looking statements in this Offering Circular to reflect any change in the Group's expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Given the uncertainties of forward-looking statements, there can be no assurance that projected results or events will be achieved and undue reliance should not be placed on these statements.

AVAILABLE INFORMATION

The Issuer has agreed that, for so long as any Instruments are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act, the Issuer will during any period in which it is neither subject to section 13 or 15(d) of the Exchange Act, nor exempted from reporting thereunder pursuant to Rule 12g3-2(b) under the Exchange Act, furnish, upon request, to any holder or beneficial owner of such restricted securities or any prospective purchaser of such restricted securities designated by any such holder or beneficial owner or to the Trustee for delivery to such holder, beneficial owner or prospective purchaser, in each case upon the request of such holder, beneficial owner or, prospective purchaser or, as the case may be, the Trustee, the information specified in, and meeting the requirements of, Rule 144A(d)(4) of the

Securities Act.

viii

PRESENTATION OF FINANCIAL INFORMATION

The audited consolidated financial information of the Group as of and for the years ended 31 December 2017, 2018 and 2019 has been prepared and presented in accordance with Hong Kong Financial Reporting Standards ("HKFRS") and interpretation promulgated by the Hong Kong Institute of Certified Public Accountants and is included in this Offering Circular (which have been audited by Ernst & Young, Certified Public Accounts).

The audited consolidated financial information of the Group as of and for the year ended 31 December 2017 included in this Offering Circular is derived from the Issuer's consolidated financial statements for the year ended 31 December 2018 as comparative, whereby the presentation of the consolidated statement of comprehensive income is different from that included in the Issuer's consolidated financial statements for the year ended 31 December 2017. These changes in presentation have had no impact on the reported profit for the year ended 31 December 2017 or any other financial statements as at and for the year ended 2017.

The audited consolidated financial information of the Group as of and for the year ended 31 December 2018 included in this Offering Circular is derived from the Issuer's consolidated financial statements for the year ended 31 December 2019 as comparative, whereby the presentation of the consolidated statement of profit or loss and consolidated statement of financial position are different from that included in the Issuer's consolidated financial statements for the year ended 31 December 2018. These changes in presentation have had no impact on the reported profit for the year ended 31 December 2018 or any other financial statements as of and for the year ended 2018.

The unaudited but reviewed consolidated interim financial information as at and for the six months ended 30 June 2019 and 2020 of the Group included in this Offering Circular is derived from the Group's unaudited but reviewed consolidated interim report as at and for the six months ended 30 June 2020 as announced on 26 August 2020 (the "Interim Report"). The unaudited but reviewed consolidated interim financial information as at and for the six months ended 30 June 2019 and 2020 set forth in the Interim Report was prepared on the basis of the Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants and has not been audited by the Group's auditors. Consequently, such consolidated interim financial information and the Interim Report should not be relied upon by investors to provide the same quality of information associated with information that has been subject to an audit. Investors must exercise caution when using such data to evaluate the Group's financial condition and results of operations. Such unaudited but reviewed consolidated interim financial information as at and for the six months ended 30 June 2019 and 2020 should not be taken as an indication of the expected financial condition and results of operations of the Group for the full financial year ending 31 December 2020.

ix

DOCUMENTS INCORPORATED BY REFERENCE

This Offering Circular should be read and construed in conjunction with the following:

  • (a) each relevant Pricing Supplement;

  • (b) all amendments and supplements from time to time to this Offering Circular; and

  • (c) the most recently published audited consolidated annual financial statements and any interim consolidated financial statements (whether audited or unaudited) published subsequent to the date of this Offering Circular from time to time,

each of which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents. Copies of all such documents which are so deemed to be incorporated in, and to form part of, this Offering Circular will be available free of charge during usual business hours on any weekday (Saturdays and public holidays excepted) from the specified offices of the Paying Agents (except for document specified in (c) above, which will be available from the specified office of the Issuer) set out at the end of this Offering Circular. See "General Information" for a description of the financial statements currently published by the Group.

TABLE OF CONTENTS

SUMMARY OF THE PROGRAMME .........................................

SUMMARY FINANCIAL INFORMATION .....................................

RISK FACTORS .........................................................

TERMS AND CONDITIONS OF THE NOTES ..................................

TERMS AND CONDITIONS OF THE SECURITIES .............................

FORM OF THE INSTRUMENTS ............................................

USE OF PROCEEDS .....................................................

CAPITALISATION AND INDEBTEDNESS .....................................

DESCRIPTION OF THE GROUP ............................................

SUBSTANTIAL SHAREHOLDERS ...........................................

DIRECTORS ............................................................

TAXATION .............................................................

PRC CURRENCY CONTROLS .............................................

BOOK-ENTRY CLEARANCE PROCEDURE ...................................

TRANSFER RESTRICTIONS ...............................................

SUBSCRIPTION AND SALE ...............................................

FORM OF PRICING SUPPLEMENT OF THE NOTES ...........................

FORM OF PRICING SUPPLEMENT OF THE SECURITIES .......................

GENERAL INFORMATION ................................................

Page

1 14 19 51 87 118 125 126 127 171 173 178 182 185 191 194 201 214 220

INDEX TO FINANCIAL STATEMENTS .......................................

F-1

xi

SUMMARY OF THE PROGRAMME

The following summary of the Programme does not purport to be complete and is qualified in its entirety by the remainder of this Offering Circular. This summary must be read as an introduction to this Offering Circular and any decision to invest in the Instruments should be based on a consideration of the Offering Circular as a whole, including any information incorporated by reference. Words and expressions defined in "Form of the Instruments", "Terms and Conditions of the Notes" and "Terms and Conditions of the

Securities" shall have the same meanings in this summary.

Issuer:

Far East Horizon Limited

Programme Size:

Up to U.S.$4 billion (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement.

Arrangers:

DBS Bank Ltd.

Standard Chartered Bank (Hong Kong) Limited

Dealers:

Agricultural Bank of China Limited Hong Kong Branch Australia and New Zealand Banking Group Limited

China International Capital Corporation Hong Kong Securities Limited

Citigroup Global Markets Limited DBS Bank Ltd.

Deutsche Bank AG, Hong Kong Branch

The Hongkong and Shanghai Banking Corporation Limited Industrial and Commercial Bank of China (Asia) Limited Standard Chartered Bank

Standard Chartered Bank (Hong Kong) Limited UBS AG, Hong Kong Branch

Trustee:

The Hongkong and Shanghai Banking Corporation Limited

Issuing and Paying Agent and

The Hongkong and Shanghai Banking Corporation Limited

Transfer Agent:

Registrar for DTC Issues:

HSBC Bank USA, National Association

Registrar for Non-DTC Issues:

The Hongkong and Shanghai Banking Corporation Limited

CMU Lodging and Paying Agent:

The Hongkong and Shanghai Banking Corporation Limited

US Paying Agent, US Transfer

HSBC Bank USA, National Association

Agent and US Exchange Agent:Calculation Agent with respect to the Securities:

The Hongkong and Shanghai Banking Corporation Limited

Method of Issue:

The Instruments may be issued on a syndicated or non-syndicated basis. The Instruments will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest or distribution, as the case may be, and/or the issue price) to the Instruments of each Series being intended to be interchangeable with all other Instruments of that Series. Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest or distribution, as the case may be, and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in a pricing supplement to this Offering Circular (a "Pricing Supplement").

Issue Price:

The Instruments may be issued at their nominal amount or at a discount or premium to their nominal amount. Partly Paid Notes may be issued, the issue price of which will be payable in two or more instalments.

Form of the Instruments:

The Notes may be issued in bearer form ("Bearer Notes") or in registered form ("Registered Notes"). Registered Notes will not be exchangeable for Bearer Notes and vice versa. Securities shall be issued in registered form ("Registered Securities").

Clearing Systems:

Euroclear, Clearstream, DTC and the CMU Service and, in relation to any Tranche, such other clearing system as may be agreed between the Issuer, the Issuing and Paying Agent and the relevant Dealer.

Listing and Admission to

Trading:

Governing Law:

Application has been made to the HKSE for the listing of the Programme during the 12-month period from the date of this Offering Circular on the HKSE under which Instruments may be issued by way of debt issues to Professional Investors only.

The Instruments may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series. Instruments which are neither listed nor admitted to trading on stock exchange or any market may also be issued.

The relevant Pricing Supplement will state whether or not the relevant Instruments are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets.

The Instruments and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, English law.

Selling Restrictions:

There are restrictions on the offer, sale and transfer of the Instruments in the United States, the European Economic Area, the United Kingdom, the Netherlands, the People's Republic of China, Hong Kong, Singapore, Japan, Taiwan and Macau, and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Instruments, see "Subscription and Sale" and the relevant Pricing Supplement.

United States Selling

Restrictions:

Regulation S, Category 1, Rule 144A and Section 4(2), TEFRA C or D.

Offers and sales in accordance with applicable exemptions from registration (Rule 144A/Section 4(2)) under the Securities Act will be permitted, if specified, in the relevant Pricing Supplement, subject to compliance with all applicable legal and/or regulatory requirements of the United States; see "Subscription and Sale" and "Transfer Restrictions".

Rating:

The Programme has been rated BBB- by S&P. The ratings assigned to the Programme are only applicable to the Notes; ratings in respect of the Securities issued may be separately obtained. The ratings are only correct as at the date of this Offering Circular. Instruments issued under the Programme may be rated or unrated. Where an issue is rated, the rating of the Instruments to be issued under the Programme will be specified in the relevant Pricing Supplement. Where a Tranche of Instruments is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. Where an issue of Instruments is rated, its rating will not necessarily be the same as the rating applicable to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

THE NOTES

Terms of Notes:

Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par.

Notes may be denominated in any agreed currency and with any agreed maturity, subject to any applicable legal or regulatory restrictions and any requirements of the relevant central bank (or equivalent body).

The terms of the Notes will be specified in the relevant Pricing Supplement. The following types of Note may be issued: (i) Fixed Rate Notes; (ii) Floating Rate Notes; (iii) Index Linked Notes; (iv) Dual Currency Notes; and (v) Zero Coupon Notes.

Interest periods, rates of interest and the terms of and/or amounts payable on redemption may differ depending on the Notes being issued and such terms will be specified in the relevant Pricing Supplement.

The relevant Pricing Supplement will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer.

The relevant Pricing Supplement may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the relevant Pricing Supplement.

The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer, save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be C100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).

Maturities:

Any maturity, subject to, in relation to specific currencies, compliance with all applicable legal and/or regulatory and/or central bank requirements.

Where Notes have a maturity of less than one year and either (a) the issue proceeds are received by the Issuer in the United Kingdom or (b) the activity of issuing the Notes is carried on from an establishment maintained by the Issuer in the United Kingdom, such Notes must: (i) have a minimum redemption value of £100,000 (or its equivalent in other currencies) and be issued only to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses; or (ii) be issued in other circumstances which do not constitute a contravention of section 19 of the Finance Services and Markets Act 2000 ("FSMA") by the Issuer.

Taxation:

All payments in respect of the Notes will be made without withholding or deduction for, or on account of, withholding taxes imposed by any Tax Jurisdiction, subject to certain exceptions as provided in Notes Condition 8. In the event that any such withholding or deduction is made, the Issuer will, save in certain limited circumstances provided in Notes Condition 8, be required to pay additional amounts to cover the amounts so deducted.

Negative Pledge:

The terms of the Notes will contain a negative pledge provision as further described in Notes Condition 4.1.

Cross Default:

The terms of the Notes will contain a cross-default provision as further described in Notes Condition 10.

Status of the Notes:

The Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of Notes Condition 4.1) unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

Initial Delivery of Notes:THE SECURITIES

Maturity Date:

On or before the issue date for each Tranche, the Global Note representing Bearer Notes or the Global Certificate representing Registered Notes may be (i) deposited with a common depositary for Euroclear and Clearstream or (ii) deposited with a sub-custodian for the CMU Service or (iii) registered in the name of Cede & Co. (or such other entity as is specified in the relevant Pricing Supplement) or nominee for DTC and deposited on or about the issue date with the Custodian or (iv) deposited with any other clearing system or may be delivered outside any clearing system (such delivery in all events to be outside the United States in the case of Bearer Notes) provided that the Issuer, the Issuing and Paying Agent and the relevant Dealers have agreed in advance to the method of such delivery. Registered Notes that are to be credited to one or more clearing systems on issue will be registered in the name of, or in the name of nominees or a common nominee or a sub-custodian for, such clearing systems.

There is no maturity date.

Denomination:

The Securities may be denominated in any agreed currency, subject to any applicable legal or regulatory restrictions and any requirements of the relevant central bank (or equivalent body).

Status of the Securities:

The Securities are direct, unconditional, unsubordinated and (subject to the provisions of Securities Condition 4.1) unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

Distribution Basis:

Subject to Securities Condition 5.5, the Securities confer a right to receive distribution (each a "Distribution") from the Issue Date at the Distribution Rate in accordance with Securities Condition 5. Subject to Securities Condition 5.5, Distribution shall be payable on the Securities semi-annually in arrear in equal instalments on each Distribution Payment Date (all terms as defined in the Securities Conditions).

Distribution Rate:Distribution Deferral:

Subject to any increase pursuant to Securities Condition 5.3, the rate of distribution ("Distribution Rate") applicable to the Securities shall be:

  • (i) in respect of the period from, and including, the Issue Date to, but excluding the First Call Date, the Initial Distribution Rate; and

  • (ii) in respect of the periods (A) from, and including the First Call Date, to, but excluding, the immediate following Reset Date, and (B) from, and including, each Reset Date falling after the First Call Date to, but excluding, the immediately following Reset Date, the Relevant Reset Distribution Rate.

Pursuant to Securities Condition 5.3 and if so provided in the relevant Pricing Supplement, upon the occurrence of, a Breach of Covenant Event or a Relevant Indebtedness Default Event, unless (i) such event is remedied by the 30th day following its occurrence (the "Grace Period") or (ii) the Issuer elects to redeem the Securities by giving not less than 30 nor more than 60 days' notice to the Securityholders, the then-prevailing Distribution Rate, and (subject to Securities Condition 5.3.2) each subsequent prevailing Distribution Rate otherwise determined in accordance with the provisions of the Securities Conditions, shall be increased by the Step-up Rate with effect from (and including) the next Distribution Payment Date or, if the date on which a Breach of Covenant Event or a Relevant Indebtedness Default Event (as applicable) occurs is prior to the most recent preceding Distribution Payment Date, and the Grace Period extends beyond such recent preceding Distribution Payment Date and such Breach of Covenant Event or Relevant Indebtedness Default Event, as the case may be, is not remedied upon the expiry of the Grace Period, such Distribution Payment Date; provided that the maximum aggregate increase in the Distribution Rate shall be the Step-up Rate, as further described in "Terms and Conditions of the Securities - Distribution - Step up after occurrence of certain events".

Unless a Compulsory Distribution Payment Event has occurred, the Issuer may, at its sole discretion, elect to defer (in whole or in part) a Distribution which is otherwise scheduled to be paid on a Distribution Payment Date to the next Distribution Payment Date by giving notice of such election to the Securityholders, the Trustee and the Issuing and Paying Agent not more than ten nor less than five business days in Hong Kong prior to the relevant Distribution Payment Date.

Compulsory Distribution

Payment Event:

No Obligation to Pay:

Circumstances in which during the three-month period ending on the day before the relevant Distribution Payment Date either or both of the following have occurred:

  • (a) a discretionary dividend, distribution or other discretionary payment has been paid or declared by the Issuer (or in the case of any Parity Securities, the issuer thereof) on or in respect of any Junior Securities or any Parity Securities of the Issuer (except (i) in relation to the Parity Securities of the Issuer, on a pro rata basis or (ii) in connection with any employee benefit plan or similar arrangements with or for the benefit of employees, officers, directors or consultants); or

  • (b) the Issuer (or in the case of Parity Securities, the issuer thereof) has at its discretion repurchased, redeemed, reduced, cancelled, bought-back or otherwise acquired for any consideration any of its Junior Securities or Parity Securities prior to its stated maturity (except (i) in relation to the Parity Securities of the Issuer, on a pro rata basis, (ii) in connection with any employee benefit plan or similar arrangements with or for the benefit of employees, officers, directors or consultants or (iii) as a result of the exchange or conversion of its Parity Securities for its Junior Securities).

The Issuer shall have no obligation to pay any Distribution (including any Arrears of Distribution and any Additional Distribution Amount) on any Distribution Payment Date if it validly elects not to do so in accordance with Securities Condition 5.5.1.

Cumulative Deferral:

Any Distribution deferred pursuant to Securities Condition 5.5 shall constitute "Arrears of Distribution". The Issuer may, at its sole discretion, elect to further defer any Arrears of Distribution by complying with the relevant notice requirement applicable to any deferral of an accrued Distribution. The Issuer is not subject to any limit as to the number of times Distributions and Arrears of Distribution can be deferred pursuant to Securities Condition 5.5 except that Securities Condition 5.5.5 shall be complied with until all outstanding Arrears of Distribution have been paid in full.

Each amount of Arrears of Distribution shall accrue distribution at the prevailing Distribution Rate and the amount of such distribution (the "Additional Distribution Amount") with respect to Arrears of Distribution shall be due and payable as if it were a Distribution pursuant to Securities Condition 5 and shall be calculated by applying the applicable Distribution Rate to the amount of the Arrears of Distribution and otherwise mutatis mutandis as provided in the provisions of Securities Condition 5. The Additional Distribution Amount accrued up to any Distribution Payment Date shall be added (for the purpose of calculating the Additional Distribution Amount accruing thereafter) to the amount of Arrears of Distribution remaining unpaid on such Distribution Payment Date so that it will itself become Arrears of Distribution.

Satisfaction of Arrears of

Distribution by Payment:

The Issuer:

  • (i) may satisfy any Arrears of Distribution and Additional Distribution Amounts (in whole or in part) at any time by giving notice of such election to the Securityholders (in accordance with Securities Condition 13), the Trustee and the Issuing and Paying Agent not more than ten nor less than five business days prior to the relevant payment date specified in such notice (which notice is irrevocable and shall oblige the Issuer to pay the relevant Arrears of Distribution and any Additional Distribution Amounts on the payment date specified in such notice); and

  • (ii) in any event shall satisfy any outstanding Arrears of Distribution and Additional Distribution Amounts (in whole but not in part) on the earliest of:

    • (a) the date of redemption of the Securities in accordance with Securities Condition 7;

    • (b) the next Distribution Payment Date on the occurrence of a breach of Securities Condition 5.5.5 or the occurrence of a Compulsory Distribution Payment Event;

  • (c) on a Winding-Up of the Issuer; and

  • (d) the date of any substitution or variation in accordance with Securities Condition 15.2.

Any partial payment of outstanding Arrears of Distribution and any Additional Distribution Amount by the Issuer shall be shared by the Securityholders of all outstanding Securities on a pro rata basis.

Restrictions in the case of

Deferral:

If, on any Distribution Payment Date, payment of all Distribution payments scheduled to be made on such date (including any Distribution accrued but unpaid on the Securities (including any Arrears of Distribution and any Additional Distribution Amounts)) is not made in full by reason of Securities Condition 5, the Issuer shall not and the Issuer shall procure that (in relation to any Parity Securities) any other person which is the issuer thereof shall not:

  • (a) declare or pay any discretionary dividends, distributions or make any other discretionary payment, and will procure that no discretionary dividend, distribution or other discretionary payment is made, on any Junior Securities or Parity Securities of the Issuer (except (i) in relation to Parity Securities of the Issuer, on a pro rata basis with the Securities, or (ii) in connection with any employee benefit plan or similar arrangements, with or for the benefit of employees, officers, directors or consultants); or

  • (b) at its discretion repurchase, redeem, reduce, cancel, buy-back or otherwise acquire for any consideration any Junior Securities or Parity Securities of the Issuer prior to its stated maturity (except (i) in relation to the Parity Securities of the Issuer, on a pro rata basis with the Securities, or (ii) in connection with any employee benefit plan or similar arrangements with or for the benefit of employees, officers, directors or consultants or (iii) as a result of the exchange or conversion of its Parity Securities for its Junior Securities),

in each case, unless and until: (a) the Issuer satisfies in full all outstanding Arrears of Distribution and any Additional Distribution Amounts; or (b) it is permitted to do so by an Extraordinary Resolution (as defined in the Securities Trust Deed) of the Securityholders, provided that nothing in Securities Condition 5.5.5 shall restrict the ability of the Issuer to advance loans to any of its shareholders or shareholders of other Subsidiaries of the Issuer or otherwise invest in such shareholders' or Subsidiaries' debt, howsoever issued or represented.

Taxation:

All payments of principal, premium and Distribution, Arrears of Distribution and Additional Distribution Amounts by or on behalf of the Issuer in respect of the Securities by the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature ("Taxes") imposed or levied by or on behalf of Hong Kong or the PRC, or any political subdivision or any authority thereof or therein having power to tax (each a "Tax Jurisdiction"), unless the withholding or deduction of Taxes is required by law, as further described in Securities Condition 8. In that event, the Issuer shall, subject to the limited exceptions specified in Securities Condition 8, pay such additional amounts as will result in receipt by the Securityholders of such amounts as would have been received by them had no such withholding or deduction been required.

Redemption at the Option of the Issuer:

The Issuer may, if so specified in the applicable Pricing Supplement on giving not less than 30 nor more than 60 days' notice to the Trustee, the Issuing and Paying Agent and the Securityholders, redeem all, but not some only, of the Securities at their principal amount together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amounts) on the First Call Date or on any Distribution Payment Date falling after the First Call Date.

Redemption for Tax Reasons:

The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice (a "Tax Redemption Notice") to the Trustee, the Issuing and Paying Agent and the Securityholders at their principal amount together with all outstanding Arrears of Distribution and any Additional Distribution Amounts (if any) and any Distribution accrued to the date fixed for redemption, if the Issuer satisfies the Trustee immediately before giving such notice that:

(a)on the occasion of the next payment due under the Securities, the Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Securities Condition 8 as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction, or any change in the application or official interpretation of such laws or regulations (including a decision by a court of competent jurisdiction), which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Securities, provided that, in the case of the PRC, such change or amendment has resulted in the rate of any withholding or deduction being in excess of 10 per cent.; and

(b)such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided that no Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the Securities then due.

Redemption for Accounting

Reasons:

If so specified in the applicable Pricing Supplement, the Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on the Issuer giving not less than 30 nor more than 60 days' notice to the Trustee, the Issuing and Paying Agent and the Securityholders (which notice will be irrevocable) at (i) their applicable Early Redemption Amount if such redemption occurs prior to the First Call Date or (ii) their principal amount together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and Additional Distribution Amounts) if such redemption occurs on or after the First Call Date, if, immediately before giving such notice, as a result of any changes or amendments to the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants as amended from time to time or any other generally accepted accounting standards that may be adopted by the Issuer for the purposes of preparing its financial statements, the Securities must not or must no longer be recorded as "equity" in the financial statements of the Issuer pursuant to those accounting standards.

Redemption on the occurrence of a Breach of Covenant Event:

If so specified in the applicable Pricing Supplement, the Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' irrevocable notice to the Trustee, the Issuing and Paying Agent and the Securityholders at their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount), if a Breach of Covenant Event has occurred and is continuing.

Redemption on the occurrence of a Relevant Indebtedness Default Event:

If so specified in the applicable Pricing Supplement, the Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' irrevocable notice to the Trustee, the Issuing and Paying Agent and the Securityholders at their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount), if a Relevant Indebtedness Default Event has occurred and is continuing.

Redemption for Minimal

Outstanding Amount:

If so specified in the applicable Pricing Supplement, the Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' irrevocable notice to the Trustee, the Issuing and Paying Agent and the Securityholders at their principal amount together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amounts), provided that prior to the date of such notice at least 80 per cent. in principal amount of the Securities originally issued has already been redeemed or purchased or cancelled.

Limited rights to institute proceedings:

No Securityholder shall be entitled to proceed directly against the Issuer or to institute proceedings for the winding-up or claim in the liquidation of the Issuer or to prove in such winding-up unless the Trustee, having become so bound to proceed or to prove in such winding-up or claim in such liquidation, fails to do so within a reasonable period and such failure shall be continuing, in which case the Securityholder shall have only such rights against the Issuer as those which the Trustee is entitled to exercise as set out in Securities Condition 10.

Proceedings for Winding-Up:

If (i) there is a final and effective court order or effective resolution for the winding-up, liquidation or similar proceedings of the Issuer (except, in any such case, a solvent winding-up solely for the purposes of a reorganisation, reconstruction or amalgamation or the substitution in place of the Issuer, of a successor in business, or, as the case may be, the terms of which reorganisation, reconstruction, amalgamation or substitution have been previously approved by an Extraordinary Resolution (as defined in the Trust Deed)), or (ii) the Issuer shall not make payment in respect of the Securities for a period of 14 days or more after the date on which such payment is due, the Issuer shall be deemed to be in default under the Securities Trust Deed and the Securities and the Trustee may, subject to the provisions of Securities Condition 10.4, institute proceedings for the Winding-Up of the Issuer and/or prove in the Winding-Up of the Issuer and/or claim in the liquidation of the Issuer for the principal amount of the Securities and any Distribution accrued but unpaid, together with all outstanding Arrears of Distribution and Additional Distribution Amounts.

SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary consolidated financial information of the Issuer as of and for the years indicated.

The summary audited consolidated financial information of the Group as of and for the years ended 31 December 2017, 2018 and 2019 set forth below is derived from the Issuer's consolidated financial statements for the years ended 31 December 2018 and 2019 prepared and presented in accordance with HKFRS and interpretation promulgated by the Hong Kong Institute of Certified Public Accountants and is included in this Offering Circular (which have been audited by Ernst & Young, Certified Public Accounts). The historical results do not necessarily indicate the Group's expected results for any future period.

The audited consolidated financial information of the Group as of and for the year ended 31 December 2017 included in this Offering Circular is derived from the Issuer's consolidated financial statements for the year ended 31 December 2018 as comparative, whereby the presentation of the consolidated statement of comprehensive income is different from that included in the Issuer's consolidated financial statements for the year ended 31 December 2017. These changes in presentation have had no impact on the reported profit for the year ended 31 December 2017 or any other financial statements as of and for the year ended 2017.

The audited consolidated financial information of the Group as of and for the year ended 31 December 2018 included in this Offering Circular is derived from the Issuer's consolidated financial statements for the year ended 31 December 2019 as comparative, whereby the presentation of the consolidated statement of profit or loss and consolidated statement of financial position are different from that included in the Issuer's consolidated financial statements for the year ended 31 December 2018. These changes in presentation have had no impact on the reported profit for the year ended 31 December 2018 or any other financial statements as of and for the year ended 2018.

The unaudited but reviewed consolidated interim financial information as at and for the six months ended 30 June 2019 and 2020 of the Group included in this Offering Circular is derived from the Group's unaudited but reviewed consolidated interim report as at and for the six months ended 30 June 2020 as announced on 26 August 2020 (the "Interim Report"). The unaudited but reviewed consolidated interim financial information as at and for the six months ended 30 June 2019 and 2020 set forth in the Interim Report was prepared on the Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants and has not been audited by the Group's auditors.

Consolidated Income Statements of the Group

REVENUE Cost of sales Gross profit

Other income and gains Selling and distribution costs Administrative expenses Impairment losses on financial and contract assets

(Losses)/gains on disposal of financial assets measured at amortized cost

Other expenses Finance costs

Share of net profits/(losses) of:

Associates

Share of net profits/(losses) of:

Joint ventures

PROFIT BEFORE TAX Income tax expense

PROFIT FOR THE

YEAR/PERIOD

Attributable to:

Ordinary shareholders of the parent

Holders of perpetual securities Non-controlling interests

For the year ended 31 December

30 June

2017

2018

2019

2019

2020

(audited)

(unaudited)RMB'000

18,782,314 25,378,612 26,856,461

14,181,427

13,275,366

(8,106,962) (11,484,055) (12,525,041)

(6,162,222)

(6,500,950)

10,675,352 13,894,557 14,331,420

8,019,205

6,774,416

658,731 711,439 1,142,487

335,021

993,144

(1,862,315) (2,284,711) (1,954,977)

(1,320,048)

(941,631)

(2,239,754) (3,050,828) (3,641,298)

(1,619,956)

(1,924,323)

(1,762,045) (2,237,710) (1,981,596)

(1,492,297)

(1,151,700)

(164,200)

(102,882)

(57,604)

(243,148)

(221,541)

(325,086)

112,572

321,156

(21,259)

(70,343)

3,569,893

3,329,603

(1,041,013)

(971,717)

2,528,880

2,357,886

2,233,436

2,055,682

259,216

278,928

36,228

23,276

2,528,880

2,357,886

3,409,565

  • 9,829 (176,074) (267,914)

    (453,565) (225,372)

  • (191,781) (214,893)

  • (459,849) (460,632)

    (13,650)

    • 63,299 344,072

(23)

  • 224,225 (151,839)

4,787,188 (1,377,623)

6,492,567 (2,104,442)

7,144,830 (2,316,573)

3,409,565

  • 4,388,125 4,828,257

    3,229,057 231,264 (50,756)

  • 3,927,472 4,337,602

502,735 (42,082)

511,335 (20,680)

4,388,125

4,828,257

Consolidated Statement of Comprehensive Income of the GroupPROFIT FOR THE YEAR/PERIOD

OTHER COMPREHENSIVE

INCOME

Other comprehensive income that may be reclassified to profit or loss in subsequent periods:

Available-for-sale investments: Changes in fair value Reclassification adjustments for gains included in the consolidated statement of profit or loss - gains on disposal

Cash flow hedges:

Effective portion of changes in fair value of hedging instruments arising during the year/period Reclassification to the consolidated statement of profit or loss Income tax effect

Exchange differences on translation of foreign operations

Net other comprehensive income that may be reclassified to profit or loss in subsequent periods

OTHER COMPREHENSIVE

INCOME FOR THE YEAR/PERIOD, NET OF TAX

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR/PERIOD

Attributable to:

Ordinary shareholders of the parent Holders of perpetual securities Non-controlling interests

For the year ended 31 December

30 June

16,715

(12,188)

(200,289)

(421,522)

(200,289)

(421,522)

3,209,276

3,966,603

3,028,768

3,505,950

231,264

502,735

(50,756)

(42,082)

3,209,276

3,966,603

16

2019

RMB'000

4,828,257

2,528,880

2,357,886

-

-

-

-

-

-

-

-

-

469,783

72,136

526,108

569,192 (1,456,122)

(364,549)

(57,045)

(561,345)

26,809 100,856

(24,699)

(5,283)

5,383

(133,144) (409,334)

80,535

9,808

(29,854)

(9,422)

(171)

(819)

71,113

9,637

(30,673)

71,113

9,637

(30,673)

4,899,370

2,538,517

2,327,213

4,408,715

2,243,073

2,025,009

511,335

259,216

278,928

(20,680)

36,228

23,276

4,899,370

2,538,517

2,327,213

2017

2018

(audited)

3,409,565

4,388,125

(12,662)

-

(71,198)

(83,860)

- -

  • (729,145) 945,932

2019

2020

(unaudited)

Consolidated Statement of Financial Position of the Group

As of

30 June

2017

2020

(unaudited)

NON-CURRENT ASSETS

Property, plant and equipment

6,968,921

9,984,765

11,582,978

14,315,137

Right-of-use assets

-

-

3,422,782

3,106,168

Prepaid land lease payments

1,267,742

1,546,827

-

-

Goodwill

1,283,695

1,716,527

2,321,837

2,383,880

Other intangible assets

19,678

21,944

34,465

28,890

Investments in joint ventures

1,508,405

1,899,013

2,230,724

2,229,155

Investment in associates

766,577

4,065,550

4,987,942

5,153,780

Available-for-sale investments

260,556

-

-

-

Financial assets at fair value through

profit or loss

2,010,267

2,222,429

4,130,091

4,262,251

Derivative financial instruments

583

934,739

906,710

301,027

Loans and accounts receivables

122,614,916

132,844,117

102,379,882

114,481,265

Prepayments, other receivables and

other assets

5,208,185

4,716,664

11,580,604

10,553,222

Deferred tax assets

3,169,406

4,031,727

4,181,252

4,731,980

Restricted deposits

176,353

15,061

3,871

3,054

Total non-current assets

145,255,284

163,999,363

147,763,138

161,549,809

CURRENT ASSETS

Inventories

273,430

448,328

403,838

502,771

Construction contracts

44,170

-

-

-

Derivative financial instruments

122,474

108,040

659,126

1,609,445

Loans and accounts receivables

68,977,442

87,790,154

98,741,019

105,557,084

Contract assets

-

27,168

22,646

21,185

Prepayments, other receivables and

other assets

4,144,726

2,615,312

2,715,863

2,869,387

Restricted deposits

4,408,317

5,265,062

5,962,790

5,414,307

Cash and cash equivalents

2,815,544

5,269,392

3,989,571

7,972,789

Financial assets at fair value through

profit or loss

-

446,975

312,597

3,820,679

Available-for-sale investments

1,412,886

-

-

-

Total current assets

82,198,989

101,970,431

112,807,450

127,767,647

CURRENT LIABILITIES

Trade and bills payables

1,838,961

3,431,914

4,473,428

7,571,930

Other payables and accruals

12,556,035

15,886,540

17,469,463

17,438,514

Derivative financial instruments

88,090

190,386

28,982

2,853

Interest-bearing bank and other

borrowings

55,994,501

66,635,537

87,744,845

101,661,363

Lease liabilities

-

-

236,375

254,816

Income taxes payable

1,506,937

2,025,471

1,256,882

1,068,227

Total current liabilities

71,984,524

88,169,848

111,209,975

127,997,703

NET CURRENT (LIABILITIES)/ASSETS

10,214,465

13,800,583

1,597,475

(230,056)

TOTAL ASSETS LESS CURRENT

LIABILITIES

155,469,749

177,799,946

149,360,613

161,319,753

17

As of 31 December 2018

2019

(audited)

RMB'000

As of

30 June

2017

2020

(unaudited)

NON-CURRENT LIABILITIES

Interest-bearing bank and other borrowings

88,905,179

105,879,445

74,651,421

86,521,456

Lease liabilities

-

-

1,636,702

1,585,461

Derivative financial instruments

172,186

17,468

155,532

153,205

Deferred tax liabilities

76,707

149,472

236,648

191,634

Other payables and accruals

26,053,094

29,352,339

24,521,974

21,374,243

Deferred revenue

704,862

981,396

1,054,306

613,459

Other non-current liabilities

3,149,929

2,327,322

5,569,255

5,187,313

Total non-current liabilities

119,061,957

138,707,442

107,825,838

115,626,771

Net assets

36,407,792

39,092,504

41,534,775

45,692,982

EQUITY

Equity attributable to ordinary shareholders

of the parent

Share capital

10,218,442

10,235,373

10,281,212

10,299,965

Reserves

15,122,427

17,494,370

19,847,224

20,700,211

25,340,869

27,729,743

30,128,436

31,000,176

Holders of perpetual securities

9,797,723

9,789,593

9,860,211

12,724,852

Non-controlling interests

1,269,200

1,573,168

1,546,128

1,967,954

Total equity

36,407,792

39,092,504

41,534,775

45,692,982

18

As of 31 December 2018

2019

(audited)

RMB'000

RISK FACTORS

Prior to making any investment decision, prospective investors should consider carefully all of the information contained in this Offering Circular, including the risks and uncertainties described below. The business, financial condition or results of operations of the Group could be materially adversely affected by any of these risks. The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Instruments. Additional considerations and uncertainties not presently known to the Issuer or which the Group currently deems immaterial may also have an adverse effect on an investment in the Instruments. All of these factors are contingencies which may or may not occur and the Group is not in a position to express a view on the likelihood of any such contingency occurring.

Factors which the Group believes may be material for the purpose of assessing the market risks associated with the Instruments are described below. The Group believes that the factors described below represent the principal risks inherent in investing in the Instruments, but the inability of the Issuer to repay principal, pay interest, distribution or premium (if any) or other amounts or fulfil other obligations on or in connection with the Instruments may occur for other reasons and the Group does not represent that the statements below regarding the risks of holding the Instruments are exhaustive.

RISKS RELATING TO THE GROUP'S BUSINESS

Any inability to effectively mitigate credit risk and maintain its asset quality may have a material adverse impact on the Group's business, financial condition and results of operations

The sustainability of the Group's business and future growth depends largely on its ability to effectively manage its credit risk and maintain the quality of its receivables portfolio. As such, any deterioration in its asset quality or impairment in the collectability of lease receivables could materially and adversely affect its results of operations. The Group's non-performing assets ratios were 0.91 per cent, 0.96 per cent, 1.11 per cent and 1.13 per cent as of 31 December 2017, 2018 and 2019 and 30 June 2020, respectively. The Group may not be able to effectively control the level of its non-performing assets in its current lease receivables portfolio or effectively control the level of new non-performing assets in the future. The amount of the Group's non-performing assets may increase in the future due to a substantial increase in its lease contract value, a deterioration in the quality of its lease receivables portfolio, or a decline in the quality of future receivables. The Group's net lease receivables from customers was RMB173,075.3 million, RMB206,316.5 million, RMB186,868.9 million and RMB203,348.3 million as of 31 December 2017, 2018 and 2019 and as of 30 June 2020, respectively.

The quality of the Group's lease receivables portfolio may deteriorate for a variety of reasons, including factors beyond its control, such as a slowdown in the economic growth of the PRC or global economies, including but not limited to as a result of recent U.S.-Sino trade tensions, a recurrence of a global credit crisis or other adverse macroeconomic trends which may cause operational, financial and liquidity problems for its customers, thereby affecting their ability to make timely lease payments. Please see "Any

slowdown in the Chinese economy may affect the target industries in which the Group operates and result in a material adverse effect on the Group's business, results of operations, financial condition and

prospects". If the level of its impaired lease receivables increases, the Group's business, financial condition and results of operations may be materially and adversely affected.

Any inability to effectively manage its cash flow position may have a material adverse impact on the Group's liquidity and its continuing position in net cash outflows from operating activities

The Group has experienced periods of net cash outflows from operating activities in the past. For the six months ended 30 June 2020, the Group recorded a net cash outflow from operating activities amounting to RMB16,805.2 million, as compared to a net cash inflow from operating activities amounting to RMB12,647.8 million for the six months ended 30 June 2019. For the year ended 31 December 2019, the Group recorded a net cash inflow from operating activities amounting to RMB18,389.1 million. For the years ended 31 December 2017 and 2018, the Group had net cash outflows from operating activities in the amounts of RMB40,786.6 million and RMB14,843.2 million, respectively as the Group expanded its business and increased the balance of its net lease receivables. As the Group engages in the business of financial leasing, it correspondingly increases its bank and other borrowings, which are recorded as cash inflows from financing activities. The Issuer recorded net cash inflows from financing activities of RMB47,165.0 million, RMB23,685.0 million and RMB27,560.2 million for the years ended 31 December 2017 and 2018 and the six months ended 30 June 2020, respectively, while it recorded net cash outflows from financing activities of RMB10,201.8 million and RMB13,517.6 million, for the six months ended 30 June 2019 and the year ended 31 December 2019, respectively. This fluctuation in the Group's net cash inflows from financing activities is primarily affected by (i) cash outflows due to repayments on borrowings and (ii) cash inflows due to cash received from borrowings. The Group had net cash inflows from financing activities in 2017 and 2018 and the first half of 2020 while it recorded net cash outflows from financing activities in 2019 and the first half of 2019 mainly due to the following reasons: for the years ended 31 December 2017 and 2018 and the six months ended 30 June 2020, cash outflows due to repayments on borrowings were RMB122,135.6 million, RMB103,035.4 million, and RMB49,727.9 million, respectively, while cash inflows due to cash received from borrowings were RMB160,742.6 million, RMB128,763.8 million and RMB74,598.5 million, respectively. In comparison, for the year ended 31 December 2019 and the six months ended 30 June 2019, the Group has net cash outflows from financing activities mainly because the Group recorded cash outflows amounting to RMB110,220.9 million and RMB41,291.4 million, respectively due to repayments on borrowings, while it recorded cash inflows amounting to RMB99,485.1 million and RMB31,887.6 million of cash inflows due to cash received from borrowings. At the same time, the Group's cash flows from operating activities were also impacted by its ability to collect on its outstanding lease receivables. Therefore, the Group's net cash flows from operating activities could be adversely impacted if it does not effectively manage its credit risk and fails to maintain the quality of its lease receivables portfolio, and the Group cannot guarantee that it will not experience periods of net cash outflow from operating activities in the future. The Group's liquidity in the future will to some extent depend on its ability to maintain adequate cash inflows from operating activities, collected primarily from its outstanding lease receivables. If the Group does not effectively manage its credit risk, or should there be any prolonged or significant decrease in the quality of its lease receivables portfolio, its liquidity and cash flows from operating activities could be materially and adversely affected.

The Group cannot guarantee that it can or will continue to match the maturity profile of its assets and liabilities as both its assets and liabilities grow. Any inability to do so will impact its liquidity and its ability to repay its borrowings and settle its outstanding liabilities, which could have a material adverse effect on its business, financial condition and results of operations

The Group strives to effectively match its asset growth with its fundraising on an ongoing basis through regular review and periodic adjustment of its funding sources and structure, as necessary, in view of the changes to its internal financial condition and its external business environment. As of 31 December 2017, 2018 and 2019 and 30 June 2020, the Group's total financial assets, based on the contractual undiscounted cash flows, amounted to RMB234,431.9 million, RMB271,397.2 million, RMB250,970.6 million andRMB280,005.0 million, respectively, while its total financial liabilities, based on the contractual undiscounted cash flows, amounted to RMB193,867.5 million, RMB228,365.6 million, RMB214,114.3 million and RMB239,092.1 million, respectively. The Group manages its liquidity risk by maintaining the stability of the leasing business, projecting cash flows, maintaining an efficient internal fund transfer mechanism, regularly monitoring the relative maturities between its assets and liabilities and by taking the necessary steps to maintain an appropriate and prudent balance of long-term and short-term funding sources. The Group manages its interest rate exposure by regularly assessing potential changes in interest rates using gap analysis. While the Group has not experienced net liquidity shortfalls for the years ended 31 December 2017, 2018 and 2019 and the six months ended 30 June 2019 and 2020, with respect to its financial assets and liabilities as a whole or with respect to its current financial assets and liabilities (receivable or payable in one year or less), there is no assurance that the Group will continue to maintain this in the future. The Group may fail to effectively match the relative maturities of its assets and liabilities or manage its interest rate exposures between its borrowings and its lease receivables. Net liquidity shortfalls may occur and the Group may not be able to meet its financial liabilities as they fall due. In addition, such liquidity shortfalls may also impair the Group's ability to obtain sufficient additional financing, if at all. As a result, the Group's liquidity may be impaired, which would have a material adverse effect on its business, financial condition and its results of operation.

The Group may not be able to obtain sufficient funds on commercially acceptable terms to finance its operations or expansion plans, or at all

Due to the capital-intensive nature of its business operations, a substantial amount of capital as well as ongoing funding activities are required to support the growth of the Group's lease receivables portfolio and to fund future expansion. The Group primarily funds its operations and expansion through both domestic and foreign bank loans and cash flow from its operations. As of 30 June 2020, the aggregate amount of current and non-current borrowings of the Group is RMB101,661.4 million and RMB86,521.5 million, respectively. If there are changes in the international and/or domestic macroeconomic conditions or policies, or if the Group fails to maintain its existing and future loan arrangements on commercially acceptable terms, the Group may not be able to continue to obtain adequate funding in the future on reasonable commercial terms, or at all. If sufficient financing is not available to meet its needs, or cannot be obtained on commercially acceptable terms, or at all, the Group may not be able to refinance its existing portfolio, fund the operation and/or expansion of its business, introduce new services or compete effectively.

Since 2017, major central banks in the world withdrew quantitative easing monetary policy, reduced the scale of the balance sheet and entered the interest rate hike cycle. On the other hand, domestically, with tightening of the medium-and long-term monetary policy and the continued decline in the growth rate of money supply, financial supervision continued to increase. The financial market as a whole tended to be tight. The growth rate of financing slowed down, the interest rate of the money market and the yield of the bonds market continued to increase.

In recent years, the People's Bank of China ("PBOC") has adjusted the benchmark interest rates, the one-to-three year Renminbi lending rates and three-to-five year Renminbi lending rates several times. Since 2012, the PBOC has reduced the benchmark one-year lending rate several times, to the rate of 4.35 per cent in October 2015, where it has been maintained. The Group holds financial assets and financial liabilities on both fixed and floating rates. It is therefore exposed to interest rate risk as the fair value or future cash flows of a financial instrument will fluctuate when market interest rate changes. The Group's exposure to the risk of such changes in market interest rate relates primarily to its interest-bearing bank and other borrowings and lease receivables, factoring receivables. As of 30 June 2020, assuming that all other variables are held constant and based on the financial assets and financial liabilities held at 30 June

2020 (subject to re-pricing within the coming period), the Group's profit before tax may decrease up to RMB73.1 million when there is a decrease in interest rate of 100 basis points. To manage its interest rate risk, the Group monitors the sensitivity of projected net interest income under varying interest rate scenarios (simulation modelling). The Group aims to continuously monitor the impact of prospective interest rate movements which could reduce future net interest income, while balancing the cost of such risk measures to mitigate such risk. As of 30 June 2020, the interest rate risk exposure of the Group amounted to RMB15.5 billion, as compared to RMB14.3 billion as of 30 June 2019.

There can be no assurance that the PBOC will not raise lending rates, and any increase may cause the Group to be unable to obtain sufficient financing, or at all. As a result, the business, financial condition, results of operations and prospects of the Group would be materially and adversely affected.

The Group may not be able to service its debts

The Group's financing agreements with debt lenders contain a number of covenants, undertakings, restrictions and default provisions. Examples of major covenants, undertakings and restrictions that may trigger default provisions include:

  • • cross-default provisions in the Group's loans and debt securities;

  • • transfer of material operating assets (e.g. 20 per cent of the total assets) without obtaining lender's prior approval;

  • • material changes to the Group's shareholding structure, including but not limited to merger or consolidation with another company or division, restructuring, change of controlling shareholder;

  • • seeking additional financing from third parties for the underlying assets without lender's prior approval; and

  • • failure of the Group's financial indicators to meet certain standards set out under the financing agreements.

As of the date of this Offering Circular, none of the Group's lenders has claimed default against the Group under the above provisions. The Group has not breached any of the provisions that could result in any event of default in any of the years ended 31 December 2017, 2018 and 2019 and the six months ended 30 June 2020. If it fails to comply with any of these provisions, or is unable to generate sufficient cash flows from its business operations, from the disposal of the assets underlying its leases, or from other business activities, or if it is unable to obtain further financing on favourable terms or at all to meet or repay its debts when due, the lenders may be entitled to accelerate the maturity of loans or foreclose on collateral supporting such loans, which would consequently adversely affect the Group's business, financial condition and its ability to obtain future financing.

The Group's provisions for impairment losses on lease receivables may not be adequate to cover future credit losses, and it may need to increase its provisions for impaired receivables to cover such future credit losses

The Group makes provisions for impairment losses on lease receivables in accordance with HKFRS. The Group's impairment provisions on lease receivables amounted to RMB3,539.8 million, RMB4,846.4 million, RMB5,257.7 million and RMB5,848.4 million, representing 2.05 per cent, 2.35 per cent, 2.81 per cent and 2.88 per cent of the Group's net lease receivables as of 31 December 2017, 2018 and 2019 and

30 June 2020, respectively. This reflected both the growth of its business operations and its approach to provisions in view of the adverse macroeconomic environment. The amount of such provisions for impairment losses is determined on the basis of its internal provisioning procedures and guidelines, with consideration of factors such as the nature and industry-specific characteristics of its customers and their creditworthiness, economic conditions and trends, write-off experience, delinquencies and the value of underlying collateral and guarantees. As the Group's provisions under HKFRS require significant judgment and estimation, its allowance for impairment losses may not always be adequate to cover credit losses in the business operations. Its allowance may prove to be inadequate if adverse changes occur in the PRC economy or other economies in which the Group operates or if other events adversely affect specific customers, industries or markets. Under such circumstances, it may need to make additional provisions for its receivables, which could significantly reduce its profit and may materially and adversely affect its business, financial condition, results of operations and prospects.

The value of collateral or guarantees securing the Group's leases and the assets underlying its leases to be disposed upon repossession may be inadequate

As of 30 June 2020, certain of the Group's leases were secured by guarantees. To mitigate the risks, the Group usually requests that lessees provide guarantees for the leases. However, such guarantees need to be agreed and whether they are provided may depend upon the nature of the business of the particular lessees. For example, the lessees that are public institutions such as hospitals and universities usually do not provide guarantees due to low risk and their state-ownership. In the event of any material default on interest payment terms, the Group is contractually entitled to enforce its security rights over any collateral or guarantee, and/or repossess and dispose of the assets underlying its leases to realise their residual value. The value of its collateral and/or assets underlying its leases to be disposed of may decline and may be materially and adversely affected by a number of factors, such as damage, loss, oversupply, devaluation or reduced market demand. Similarly, a significant deterioration in the financial condition of guarantors under its leases could significantly decrease the amounts it may recover under such guarantees.

The Group's policies require periodic internal re-evaluations of collateral and assets underlying its leases to be disposed of for impairment testing purposes. If the value of such collateral or assets underlying its leases to be disposed of prove to be inadequate to cover the related lease receivables, the Group may need to obtain additional security from its customers or other sources, but there is no assurance that it could do so.

Decline in the value of such collateral, guarantees or assets underlying its leases to be disposed of or its inability to obtain additional security may result in impairments and require the Group to make additional impairment provisions against its lease receivables, which may, in turn, materially and adversely affect its business, financial condition and results of operations.

The Group may not be able to successfully enforce its rights to the underlying collateral or guarantees to its leases, or enforce its rights to repossess leased assets

As mentioned above, certain leases of the Group are secured either by guarantees or collateral. In the event of any material default on the payment terms thereof, the Group is entitled to enforce its security rights over any collateral or guarantee, and/or repossess and dispose of the assets underlying its leases to realise their residual value. The lessees under the leases secured by guarantees are independent third parties to the Group, its shareholders or directors or any of their respective associates. In the PRC, the procedures for liquidating or otherwise realising the collateral value of tangible assets and the procedures for enforcing the rights to a guarantee or to repossess and dispose of the assets underlying its leases are usually time-consuming. The whole process may take three to six months or even a longer period of time.

Furthermore, in practice it may be difficult to realise such collateral value, enforce the guarantee or repossess and dispose of the assets underlying the leases. Although the Group could apply to a PRC court in accordance with the PRC Civil Procedure Law (͏ԫൡதج) for the attachment and disposal of any underlying collateral, the enforcement of a guarantee or the repossession of the assets underlying its leases upon default, it is uncertain whether any judgment made by local courts would be enforceable due to uncertainties of the PRC legal system in respect of such enforcement. In addition, under PRC law, the Group's rights to any collateral securing its leases may be subordinated to other claims. For example, according to the PRC Enterprise Bankruptcy Law (Άุॎପج), claims for the amount that a company in bankruptcy owed its employees prior to 27 August 2006 (being the date of publication of the PRC Enterprise Bankruptcy Law), including but not limited to salaries, medical insurance and pension benefits, will have priority over the Group's rights to collateral. If the Group is unable to bring an enforcement action on any collateral, or guarantee and/or repossess and dispose of the assets underlying its leases on a timely basis, it may have a material adverse effect on its asset quality, financial condition or results of operations.

The provision of advisory services has made significant contributions to the Group's revenue. There is no assurance that the Group's revenue generated from advisory services will remain stable or continue to make a significant contribution to its total revenue

Revenue generated from the Group's advisory services (before business taxes and surcharges) amounted to RMB4,661.3 million, RMB4,889.0 million, RMB4,574.0 million, RMB3,078.8 million and RMB1,969.2 million for the years ended 31 December 2017, 2018 and 2019 and the six months ended 30 June 2019 and 2020, representing approximately 24.8 per cent, 19.3 per cent, 17.0 per cent, 21.7 per cent and 14.8 per cent of its total revenue (before business taxes and surcharges), respectively. The fees that the Group charges for the provision of its advisory services are set with each customer on a case-by-case basis. Although the Group strives to maintain healthy growth of service income of the business, there can be no assurance that the demand from its customers for advisory services will remain stable. In addition, failure to provide satisfactory and customised advisory services in a timely manner to address the specific needs of the Group's customers may reduce revenue generated from its advisory services, which may materially and adversely affect its results of operation and overall financial position.

The Group relies on its key personnel and its ability to attract and retain qualified personnel

The Group depends on the continued efforts of its senior management team and other key employees for its success. The executive Directors (namely Mr. Kong Fanxing and Mr. Wang Mingzhe) and its senior management (namely Mr. Kong Fanxing, Mr. Wang Mingzhe, Mr. Cao Jian, Mr. Wang Ruisheng, Mr. Li Jiancheng, Mr. Zhang Chunyu, Mr. Zhan Jing, Mr. Guo Chunhao, Mr. Cai Jianjun, Mr. Xu Huibin and Mr. Ma Hong) have played vital roles in the Issuer's operations. Most of them have more than 24 years of experience in the financial service industry in China and possess a deep understanding of the Group's nine target industries, its competitors and the laws regulating its business. Therefore, they play an important role in formulating and implementing appropriate strategies to achieve business success for the Issuer. All senior management team members have signed open-ended employment contracts with the Group and it cannot be guaranteed that any of the key employees will not voluntarily terminate his or her employment with the Group or leave his or her position due to other reasons beyond its control. The loss of service of any of the key management, in particular the executive Directors, could impair the Group's ability to operate and make it difficult to implement its business and growth strategies. The Group may not be able to replace such persons within a reasonable period of time or with another individual of equivalent expertise and experience, which may severely disrupt its business operations.

The Group's continued success also depends on its ability to attract and retain qualified personnel to manage its existing operations and future growth. Qualified individuals are in high demand and the Group may not be able to successfully attract, assimilate or retain all the personnel it needs with the required industry expertise (such as personnel for its sales and marketing department, business operation centre and asset management department). The Group may also need to offer superior compensation and other benefits to attract and retain key personnel and therefore there is no assurance that the Group's compensation and benefits payments will not increase unpredictably or at a greater rate than its revenues. The Group's failure to attract and retain qualified personnel and any increase in staffing costs to retain such personnel could have a negative impact on its ability to maintain its competitive position and grow its business, and may also have a material adverse effect on its financial condition, results of operations and prospects.

The Group's risk management systems and internal control policies may not be effective in mitigating the Group's risk exposure

The Group's risk management systems and internal control policies may not be effective in mitigating its exposure to all types of risks, including unidentified or unanticipated risks. Some risk management and control methods are based upon historical market behaviours and past events. As such, the Group may not be able to adequately identify or estimate future risk exposures, which could be significantly greater than indicated by measures based on historical data. Other risk management methods depend on evaluation of information regarding markets, customers or other relevant matters, which may be inaccurate, incomplete, obsolete or improperly evaluated. For instance, the information infrastructure in the PRC is relatively undeveloped and there is no extensive and unified nationwide credit information system. As such, the Group is only able to rely on publicly available resources and its internal resources to assess credit risks associated with a particular customer. Such assessment may not be based on complete, accurate or reliable information. Furthermore, as the Group enters new industry sectors, approaches other customer segments or develops additional product and service offerings, it may not be in a position to adequately identify and predict future risk exposures.

In addition, management of operational, legal or regulatory risks requires various sets of policies and procedures in order to accurately record and verify a large number of transactions and events. Such policies and procedures may not be fully effective. Any failure of the Group's risk management procedures or any failure to identify applicable risks may have a material adverse effect on its results of operations and financial condition.

Disruptions to the Group's information technology systems may adversely affect its operations and financial condition

The Group's business operations are dependent on the ability of its information technology systems to accurately process a large number of transactions and information in a timely manner. These systems include the System Application Products System, the Customer Marketing Management System, the Core Business Management System, and the Rent Integration Management System. The proper functioning of the Group's financial control, risk management, accounting, customer service and other data processing systems is critical to the Group's business and its ability to compete effectively. The Group has established its own internal back-up systems to carry on principal functions upon system failures.

However, it cannot be guaranteed that the Group's operations will not be significantly disrupted if any of the Group's systems fail due to, among other things, fire, natural disasters, power loss, software faults, computer virus attacks, conversion errors due to system upgrades, or security breaches. The "Network and Information Safety Measures" formulated by the Group's Information Technology centre may not be effective in preventing any harm or damage resulting from risks threatening its information technology systems. Any disruption to any of the Group's information technology systems could harm its business and adversely affect its operations and financial condition.

The Group may not be able to detect and prevent fraud or other misconduct committed by its employees or third parties

Fraud or other misconduct by employees (such as unauthorised business transactions and breaches of its internal policies and procedures) or third parties (such as breach of law) may be difficult to detect and prevent, and could subject the Group to financial loss, sanctions imposed by governmental authorities and serious harm to its reputation. The Group's risk management systems, information technology systems and internal control procedures are designed to monitor its operations and overall compliance. However, it may be unable to identify non-compliance or suspicious transactions in a timely manner or at all. Furthermore, it is not always possible to detect and prevent fraud or other misconduct and the precautions the Group takes to prevent and detect such activities may not be effective. Hence, there exists the risk that fraud or other misconduct may have previously occurred but was undetected, or that such fraud or misconduct may occur in the future. This may have a material adverse effect on the Group's business, financial condition and results of operations.

The Group may not be able to fully prevent or timely detect any money laundering and other illegal or improper activities

The Group has strictly complied with applicable anti-money laundering laws and other relevant regulations. The Group is not aware of any money laundering or other major illegal or improper activities engaged by or involving any employee of its domestic or overseas operations.

However, the Group cannot assure potential investors that it can completely eradicate money laundering activities or other improper activities carried out by organisations or individuals through it. If the Group fails to timely detect and prevent money laundering activities or other illegal or improper activities, relevant regulatory agencies will have the power and authority to impose sanctions on it, which may adversely affect its reputation, financial condition and results of operations.

The Group may not have adequate insurance coverage to cover potential liabilities or losses

The Group has obtained insurance coverage for its business operations in accordance with legal requirements, and in respect of all assets which it deems material for its operations. The Group faces various risks in connection with its businesses and may lack adequate insurance coverage or may have no relevant insurance coverage. In addition, the Group does not maintain business interruption insurance, which is in line with the general practice in the PRC. As a result, its insurance coverage may be inadequate to cover such losses should they arise. Any such uninsured losses may materially and adversely affect its results of operations and financial position.

Failure to obtain, renew or retain licences, permits or approvals or failure to comply with applicable laws and regulations may affect the Group's ability to conduct its business

The Group is required to hold various licences, permits and approvals issued by relevant authorities allowing it to conduct its business operations. Any infringement of legal or regulatory requirements, or any suspension or revocation of these licences, permits and approvals, may have a material adverse impact on the business operations of the Group. In addition, the licensing requirements within the PRC financial leasing industry are constantly evolving and the Group may be subject to more stringent regulatory requirements due to changes in political or economic policies in the PRC. It cannot be certain that the Group will be able to satisfy such regulatory requirements and as a result it may be unable to retain, obtain or renew relevant licences, permits or approvals in the future. This may in turn hinder the Group's business operations and materially and adversely affect its results of operations and financial condition.

Pursuant to existing foreign exchange regulations in the PRC, foreign exchange transactions for capital account purposes, including direct overseas investment and various international loans, may require the registration with the State Administration of Foreign Exchange of the PRC ("SAFE ")( ਷࢕̮ි၍ଣ҅) or a bank to which SAFE has delegated its authority. If the Group fails to complete such registration to convert Renminbi into foreign currencies for such purposes, its capital expenditure plans, business operations and consequently its results of operations and financial condition could be materially and adversely affected.

If the Group encounters difficulties in executing and integrating its growth strategy and expansion plans, its growth prospects may be limited and it may be unable to recoup the costs incurred

As part of its business strategy, the Group plans to expand its business to include other target industries in the PRC with attractive growth potential. The Group intends to achieve this through expansion, alliances, joint ventures or partnerships, when suitable opportunities arise and under appropriate market conditions. In April 2012, the Group consolidated the electronic information business and incorporated the electronic business in the machinery industry into other industries. The Group incubated its new business in the electronic information industry and established a new business segment in this regard, namely the electronic information segment, in December 2012. This new business segment targets the information industry in the PRC and provides finance leases and other related value-added services to customers in this target market. In March 2015, the Group established a new business sector, namely the urban public utility business unit, which would focus on providing a wide range of financial products and professional consulting services to China's urban utilities industry. Through this new sector, the Group aims to seize the opportunities arising from the development of China's urban utilities by providing a wide range of financial products and professional consulting services to three main urban public utility industries, namely urban infrastructure construction, urban operation and municipal services. In 2019, the Group reconfigured its industrial layout from seven major business sectors to nine business sectors, namely healthcare, cultural and tourism, engineering construction, machinery, chemical & medicine, electronic information, public consuming, transportation & logistics and urban public utility.

There can be no assurance that the Group will be able to identify any suitable target industries, investment projects or business partners in the near future. In addition, failure to effectively manage the Group's expansion may lead to increased costs, reduced growth and reduced profitability for the Group. Even upon completion of investments or partnerships, the Group may experience difficulties in integrating such businesses into its business model, and may incur higher costs than initially anticipated. This may materially and adversely affect the Group's business, results of operation and financial position.

The Group's business may be impacted by political events, international trade disputes and other business interruptions

Political events, international trade disputes, war, terrorism, and other business interruptions could harm or disrupt international commerce and the global economy, and could have an adverse effect on the Group and its customers, suppliers and other partners as well as associates and/or affiliates. In particular, the U.S.-China trade conflict has brought uncertainty to global markets and to a certain extent, impacted businesses and financial market sentiment, influenced financial market volatility, and slowed investment and trade. The U.S.-China trade conflict manifests a deterioration in the relationship between China and the United States which has led to greater uncertainties in the geopolitical situations in other parts of the world affecting China and Chinese companies. For example, export controls, economic and trade sanctions, entity list have been threatened and/or imposed by the U.S. government on a number of Chinese companies. The United States has also threatened to impose further export controls, sanctions, trade embargoes, and other heightened regulatory requirements on China and Chinese companies for alleged activities both inside and outside of China. The trade tensions between the United States and China could place pressure on the economic growth in China as well as the rest of the world. This may adversely affect the Group's business, financial condition, access to international capital markets and results of operations.

RISKS RELATING TO THE INDUSTRY

The Group operates in an increasingly competitive market

The financial services industry is an increasingly competitive industry and it cannot be guaranteed that the Group will be able to sustain its competitive advantage or effectively implement its business strategies. The Group's competitors are mainly comprised of bank-affiliated leasing companies, captive leasing companies, independent leasing companies and other financial service companies, which are all similarly involved in the financial leasing and/or financial services business. Competition from such entities may have an impact in the Group's industry, business and operating environment, such as downward competitive pressure on interest rates charged to customers, expansion by existing competitors, adoption by its competitors of innovative financial services or comparatively effective branding efforts, any of which may have a material adverse effect on the Group's business, financial condition and results of operations.

Upon China's accession to the World Trade Organisation in 2001, the PRC leasing industry entered a phase of rapid development and the number of both foreign and domestic investors in the industry has increased. In order to fulfil its commitment to liberalise the PRC financial leasing market, China's Ministry of Commerce ("MOFCOM ")( ʕശɛ͏΍ձ਷ਠਕ௅) and the State Council of the PRC ("State Council") (਷ਕ৫) have implemented several policies to further develop the leasing industry and encourage

additional investment since 2005 including the Guiding Opinions on Encouraging the Development of Financial Leasing Industry in the 12th Five-year Period (ਠਕ௅ᗫ׵ɤɚʞಂගڮආፄ༟ॡ༣ุ೯࢝ٙ ܸኬจԈ) issued by MOFCOM in December 2011, the Opinions on Further Supporting the Healthy Development of Small and Micro Businesses (ᗫ׵ආɓӉ˕ܵʃۨฆۨΆุ਄ੰ೯࢝ٙจԈ) promulgated by the State Council in April 2012, the Instructive Opinions on Improving the Technological Upgrading of Enterprises (ᗫ׵ڮආΆุҦஔҷிܸٙኬจԈ) promulgated by the State Council in September 2012, the Guiding Opinions of the State Council on Accelerating the Development of Production-oriented Service Industries and Promoting Industrial Restructuring and Upgrading (਷ਕ৫ᗫ׵̋Ҟ೯࢝͛ପ׌؂ ਕุڮආପุഐ࿴ሜ዆ʺॴܸٙኬจԈ) promulgated by the State Council in July 2014 and the Guiding Opinions of the General Office of the State Council on Accelerating the Development of the Financial

Leasing Industry (਷ਕ৫፬ʮᝂᗫ׵̋Ҟፄ༟ॡ༣ุ೯ܸ࢝ٙኬจԈ) promulgated by the General Office of the State Council in August 2015. In 2019, amendments to the Administration Measure on Supervision of Financial Leasing Companies (ፄ༟ॡ༣Ά္ุຖ၍ଣ፬ج') were officially included in the China Banking and Insurance Regulatory Commission (the "CBIRC") work plan. On 26 May 2020, the CBIRC published the Interim Measures for the Supervision and Management of Financial Leasing Companies (ፄ ༟ॡ༣ʮ္̡ຖ၍ଣᅲБ፬ج), which specified regulatory particulars for operations of financial leasing companies. Based on this, in various regions including Shanghai, Shenzhen, Tianjin, Hunan and Jiangsu, local financial regulatory authorities increased efforts to straighten out and rectify leasing companies with irregular activities such as existing only on paper and being out of reach. These tighter regulation of the financial leasing industry on one hand facilitates the healthy and orderly development of the financial leasing industry by decreasing the number and improving the quality of the companies and on the other hand, was favourable to large, compliant and professional financial leasing companies in the long run. It is expected that the relevant PRC governments may issue new implementing rules to promote the development of financial leasing companies under their respective regimes. The Group believes that these rules and measures are likely to further increase competition in the PRC financial leasing industry. If the Group is unable to successfully compete against current and future participants in the industry, its business, results of operations, financial condition and prospects may be materially and adversely affected.

Interest rate changes may adversely affect interest expense related to the Group's borrowings, reduce net interest income and reduce demand for its leasing services

The Group's business is affected by interest rates, both the interest rates charged to its financial leasing customers and the rates at which it pays interest on its loans and other financing obligations. In order to remain responsive to changing interest rates and to manage its interest rate exposure, the Group has implemented measures to adjust the structure of its assets and liabilities by assessing the sensitivity of projected net interest income under various interest rate scenarios. However, an increase in interest rates, or the perception that such an increase may occur, could adversely affect the Group's ability to obtain bank loans at favourable interest rates, its ability to maximise its interest income, its ability to originate new leases and its ability to grow. In addition, changes in interest rates or in the relationships between short-term and long-term interest rates or between different interest rate indices (i.e. basis risk) could affect the interest rates received from interest-earning assets differently from the interest rates paid on interest-bearing liabilities, which could, in turn, result in an increase in interest expense or a decrease in the Group's net interest income (which is its interest income minus its interest expense). In addition, the Group's net interest income is also impacted by whether it can adjust the interest rates it charges its customers in response to fluctuations in interest rates for its interest-bearing bank borrowings so as to maintain its net interest spread and its net interest margin. If the Group fails to appropriately adjust interest rates on its lease contracts in a timely manner, its net interest spread and its net interest margins may decrease and, as a result, its profitability and results of operations would be adversely impacted. Any increase to its interest expense or decrease to its net interest income could have a material adverse effect on its business, results of operations and financial condition.

Fluctuation of equipment prices may adversely affect the Group's operation and business

The Group currently operates its business by targeting nine focused industries which it believes to have sustainable growth potential, namely healthcare, cultural and tourism, engineering construction, machinery, chemical & medicine, electronic information, public consuming, transportation & logistics and urban public utility. There is no assurance that the demand for financial leasing services in these target industries will remain sustainable. Rapid increase of equipment price may reduce overall demand and accordingly reduce the Group's origination of new contracts. Moreover, reduction of equipment price may also affect the Group's ability to recover the related lease receivables due to the increasing likelihood of default by its customers. To be specific, the price at which the Group is able to sell any asset underlying its leases may be lower than the price at which it acquired such assets and this may have a material adverse effect on the Group's business, results of operations and financial condition.

Certain industries in which the Group is involved are highly cyclical

Certain industries, such as culture & tourism and transportation & logistics in which the Group is involved are highly cyclical with demand for, and supply of, services such as vessels to be leased or sold affected by several factors, including global and regional economic and political conditions, changes in regulatory regimes, strikes or armed conflicts, extreme weather conditions and piracy. These factors are beyond the Group's control and the nature, timing and degree of changes in industry conditions are largely unpredictable. Any decrease in demand for the Group's services in the above industries due to cyclical downturns could result in extensive customer defaults, decreased revenue and an inability to grow or maintain its business, and could materially and adversely affect its business, results of operations and financial condition.

An outbreak of epidemics, such as the 2019 novel coronavirus ("COVID-19"), Severe Acute Respiratory Syndrome ("SARS"), bird flu, Type A H1N1 influenza, H7N9 influenza, Ebola virus, MERS, natural disasters, acts of war or terrorism or other factors beyond its control may adversely affect the Group's business, results of operations and financial condition

Areas in which the Group operate may be prone to infectious diseases such as the recent COVID-19 outbreak or other epidemics. The recent outbreak of COVID-19 has caused a wide range business slowdowns and disrupted the economic activities in the affected areas and countries, including the PRC and other countries including but not limited to South Korea, Italy, Iran, United States and various European countries. Outbreaks of infectious diseases in the past, such as SARS, have damaged the regional and national economies in the PRC.

The outbreak of COVID-19, a recurrence of SARS, or an outbreak of other infectious diseases such as avian influenza H5N1 bird flu, Type A H1N1 influenza, H7N9 influenza, Ebola virus or Middle East respiratory syndrome ("MERS"), especially in the areas in which the Group or its customers operate, may result in material disruptions to the Group and its customers' businesses. In particular, since December 2019, the outbreak of COVID-19 has spread rapidly and is still spreading across the world, significantly affecting the national and global economy and has affected corporate operations and the general industry environment in certain regions or certain industries. This may affect the quality or the yields of the interesting earning assets of the Group, and the degree of the impact depends on the situation and duration of the spread of COVID-19, and implementation of preventive and control measures.

The Group intends to closely and continuously monitor the development of the COVID-19 epidemic. The normal operation of some of the Group's businesses suffered an inevitable short-term impact. All businesses activities have gradually resumed normal operation since March 2020. For the six months ended 30 June 2020, the profit attributable to ordinary shares declined by approximately 7.96 per cent year-on-year. In the first half of 2020, due to the negative effects of COVID-19 and the economic shut down for a period of time in the first quarter of 2020, advisory service business activities in the industry-related sectors such as healthcare, culture & tourism, chemical & medicine, engineering construction and transportation & logistics were restricted, resulting in a decline in advisory service revenue. The operating income of educational institutions for the first half of 2020 decreased by 19.31 per cent as compared to the first half of 2019, which was mainly due to the effects of the COVID-19 and that the kindergartens in the Group's system were unable to carry out teaching activities according to the original plan for the first half of 2020. However, as the outbreak is rapidly evolving, it is uncertain and the Group is unable to accurately assess the larger potential impact on its business operations, profitability, financial condition and prospects arising from the outbreak of COVID-19 for the rest of 2020.

Hence, there will be uncertainties in operations of the Group, which might affect profitability of the Group to a certain extent. In addition, if any of the Group's employees is suspected of having contracted a contagious disease, the Group may be required to apply quarantines or suspend its operations. Furthermore, any future outbreak may restrict economic activities in affected regions, resulting in reduced business volume, temporary closure of the Group offices or facilities, or otherwise disrupt the Group's business operations and adversely affect the Group's results of operations.

In addition, natural disasters such as earthquakes, floods, severe weather conditions or other catastrophic events may severely affect the regions in which the Group or its customers operate. These natural disasters could cause a material economic downturn in the affected area, nationally or internationally and could have a material adverse effect on the Group's business prospects, financial condition and results of operations.

Similarly, war, terrorist activity, threats of war or terrorist activity, social unrest and the corresponding heightened travel security measures instituted in response to such events, as well as geopolitical uncertainty and international conflict and tension, could affect economic development and construction projects. In turn, there could be a material adverse effect on the Group's business, financial condition and results of operations. In addition, the Group may not be adequately prepared in terms of contingency planning or have recovery capabilities in place to deal with a major incident or crisis. As a result, the Group's operational continuity may be adversely and materially affected and the Group's reputation seriously harmed.

Risks Relating to Conducting Operations in China

Changes in the economic, political and social conditions in the PRC may have a material adverse effect on the Group's business, results of operations and financial condition

The Chinese economy differs from the economies in developed countries in many respects, including the degree of government involvement and the control of capital investment, as well as the overall level of development. The Group believes the PRC government has indicated its commitment to the continued reform of the economic system as well as the structure of the government. The PRC government's reform policies have emphasised the independence of enterprises and the use of market mechanisms. Since the introduction of these reforms, significant progress has been made in economic development, and enterprises have enjoyed an improved environment for their development. However, any changes in the political, economic or social conditions in the PRC may have a material adverse effect on the Group's present and future business operations.

Any slowdown in the Chinese economy may affect the target industries in which the Group operates and result in a material adverse effect on the Group's business, results of operations, financial condition and prospects

Most of the Group's revenue is derived from the provision of financial leasing services and extended value-added services. The Group relies primarily on domestic demand to achieve growth in its revenue. Such demand is materially influenced by industrial development and the overall economic growth in China as well as policy support for its target industries and for its financial services. Any deterioration of these industries in China resulting from a global economic downturn or the Chinese government's macroeconomic measures affecting these industries may have a material adverse impact on its financial performance and prospects. Furthermore, any deterioration in the financial condition of the Group's customers in these industries or any industry-specific difficulties encountered by these customers could affect its business (such as the deterioration of the quality of its existing lease receivables and its ability to generate new leases), thereby materially and adversely affecting its business, financial condition or results of operations.

Furthermore, the global crisis in financial services and credit markets since 2008 caused a slowdown in the growth of the global economy with a corresponding impact on the Chinese economy. Although there are signs of recovery in the global and Chinese economies, it cannot be certain that any such recovery is sustainable. In addition, if the crisis in global financial services and credit markets were to persist, there is no certainty as to its impact on the global economy, especially the Chinese economy. More recently, there has been volatility in global financial markets as a result of uncertainty caused by ongoing U.S.-Sino trade tensions. In July 2018, the U.S. government-imposed tariffs on U.S.$34 billion worth of Chinese goods, which led the PRC to respond with similar sized tariffs on U.S. products. By January 2020, the U.S. had set tariffs on more than U.S.$360 billion worth of Chinese products and the PRC had set tariffs on more than U.S.$110 billion worth of U.S. goods. On 15 January 2020, the two sides showed signs ofmaking a truce by signing a "Phase 1" trade deal that cut some U.S. tariffs on Chinese goods. However, the outbreak of COVID-19 has reignited tensions between the U.S. and China, which adds uncertainties to the overall global economy. The effect of such tariffs on the economy of the PRC and the U.S. is yet to be seen, and the trade dispute between the PRC and the U.S. and the increasing amount of the tariff that the U.S. plans to impose on Chinese imports may have an adverse effect on the global and the PRC economies, resulting in continuing uncertainty for the overall prospects for the global and the PRC economies this year and beyond and may also result in structural shifts in the PRC economy. On 31 January 2020, the United Kingdom officially commenced the transition period of its withdrawal from the European Union ("Brexit"). Brexit has also given rise to calls for the governments of other European Union member states to consider withdrawal. The potential impact of Brexit on the economic conditions in the United Kingdom, the European Union and global financial services and credit markets is uncertain, and there is no certainty as to its impact on the global economy, especially the Chinese economy.

As a result of global economic conditions, it cannot be certain that the Chinese economy will grow in a sustained or steady manner. Any slowdown or recession in the Chinese economy may affect the Group's ability to secure new leases and contracts and its ability to obtain sufficient financing, which may in turn have a material adverse effect on its business, results of operations, financial condition and prospects.

The Group may be subject to PRC income taxes on its worldwide income

Under the PRC EIT Law, the term "de facto management bodies" is defined as "bodies that substantially carry out comprehensive management and control of the business operations, employees, accounts and assets of enterprises". Under the PRC EIT Law, an enterprise outside of China whose "de facto management bodies" are located in China is considered a "resident enterprise" and will be subject to a uniform 25 per cent enterprise income tax rate on its global income. In April 2009, the State Administration of Tax ("SAOT ") ( ਷࢕೼ਕᐼ҅) issued the Notice on Issues Relevant to Foreign-

registered Chinese-invested Holding Enterprises Determined as Resident Enterprises in Accordance with Actual Management Organization Standard (਷࢕೼ਕᐼ҅ᗫ׵ྤ̮ൗ̅ʕ༟છٰΆุԱኽྼყ၍ଣዚ࿴

ᅺ๟Ⴉ֛މ֢͏ΆุϞᗫਪᕚٙஷٝ), which has been amended on 29 December 2017, to further specify criteria for the determination of the "de facto management bodies" for foreign enterprises which are controlled by PRC enterprises. If all of these criteria are met, the relevant foreign enterprise controlled by a PRC enterprise will be deemed to have its "de facto management bodies" located in China and therefore be considered a PRC resident enterprise. These criteria include: (i) the enterprise's day-to-day operational management is primarily exercised in China; (ii) decisions relating to the enterprise's financial and human resource matters are made by, or are subject to approval by, organisations or personnel in China; (iii) the enterprise's primary assets, accounting books and records, company seals, and board and shareholders' meeting minutes are located or maintained in China; and (iv) 50 per cent. or more of voting board members or senior executives of the enterprise habitually reside in China. In addition, SAOT issued the Measures

for the Administration of Income Tax for Chinese-controlled Resident Enterprises Registered Overseas

(the "Measures ")( ྤ̮ൗ̅ʕ༟છٰ֢͏Άุה੻೼၍ଣ፬ج(༊Б)) to provide more guidance on the implementation of the aforesaid circular which came into effect on 1 September 2011 and was revised on 17 April 2015, 28 June 2016 and 15 June 2018. The Measures specify that SAOT is entitled to decide whether a foreign enterprise controlled by a PRC company or a PRC company group shall be deemed a "resident enterprise" through the application of such foreign enterprises or the investigation conducted by the competent tax authorities.

In January 2014, SAOT issued the Circular on the Determination of PRC Tax Resident Enterprises Subject to Criteria of "De Facto Management Body" (ᗫ׵Աኽྼყ၍ଣዚ࿴ᅺ๟ྼ݄֢͏ΆุႩ֛Ϟᗫਪᕚٙʮ ѓ), which requires a Chinese-controlled offshore-incorporated enterprise that falls within the criteria of "de facto management body" to make an application for the classification as a "resident enterprise", whichin turn will be confirmed by the province-level tax authority. However, it is still unclear how the PRC tax authorities will determine whether a non-PRC entity (that has not already been notified of its status for EIT purposes) will be classified as a "resident enterprise".

The Issuer is currently not treated as a PRC resident enterprise by the relevant tax authorities and has not applied for such a treatment. Although the Issuer currently has no controlling shareholders, there is no assurance that it will not be considered a "resident enterprise" under the PRC EIT Law and not be subject to the enterprise income tax rate of 25 per cent. on its global income in the future.

Under the PRC EIT Law and the implementation regulations thereunder, PRC withholding tax at a rate of 10 per cent. is normally applicable to PRC-sourced income of nonresident enterprises, subject to adjustment by applicable treaty. The PRC EIT Law's implementation regulations further set forth that interest income is viewed as PRC-sourced income if the enterprise that pays interest is domiciled in the PRC. In October 2017, SAOT issued, and further amended in June 2018, the Announcement on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source (਷࢕೼ਕᐼ҅ᗫ׵ڢ֢͏ Άุה੻೼๕ݰϔᖮϞᗫਪᕚٙʮѓ), which further specified the withholding of PRC-sourced income tax of nonresident enterprises. If the Issuer is deemed a PRC resident enterprise for tax purposes, interest paid to overseas Noteholders and Securityholders may be regarded as PRC-sourced and therefore be subject to PRC withholding tax at the rate of up to 10 per cent. in the case of a nonresident enterprise holder and 20 per cent. in the case of a nonresident individual holder. Similarly, any gain realised on the transfer of the Instruments by such investors is also subject to a 10 per cent. PRC income tax in the case of a nonresident enterprise holder and 20 per cent. in the case of a nonresident individual holder (or lower treaty rate, if any) if such gain is regarded as income derived from sources within the PRC.

The Group's profits and results of operations may be materially and adversely affected by tax reforms in the PRC

On 23 March 2016, the Ministry of Finance of the PRC and the SAOT jointly released the Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-added Tax in Lieu of Business Tax (ᗫ׵Όࠦપකᐄุ೼ҷᅄᄣ࠽೼༊ᓃٙஷٝ), whereby business tax in certain industry sectors will be replaced by value-added tax with effect from 1 May 2016. On 19 April 2016 and 18 August 2016, the SAOT respectively released the Announcement on Matters relating to the Tax Collection and Administration in Comprehensive Promotion of the Pilot Programme of Replacing Business Tax with Value-added Tax (ᗫ׵Όࠦપකᐄุ೼ҷᅄᄣ࠽೼༊ᓃϞᗫ೼ϗᅄϗ၍ଣԫධٙʮѓ) which was further amended on 18 December 2017, 29 January 2018, 15 June 2018, 19 January 2019, 3 February 2019 and 16 September 2019 and the Announcement on Several Collection and Administration Issues in Pilot Programme of Replacing Business Tax with Value-added Tax (ᗫ׵ᐄҷᄣ༊ᓃ߰ʍᅄ၍ਪᕚٙʮѓ), which specifically provided the relevant tax collection and administration matters regarding the implementation of the replacement of business tax with value-added tax. On 19 November 2017, the State Council amended the Interim Regulations of the PRC on Value-added Tax (ʕശɛ͏΍ձ਷ᄣ࠽೼ᅲБૢ Է), based on which, value-added tax at a rate of 6 per cent. and 17 per cent. shall be imposed on the Group's indirect financing business and direct financing business, respectively. On 4 April 2018, the Ministry of Finance and the SAOT promulgated the Notice of Adjustment on Value-added Tax Rates (ৌ ݁௅e਷࢕೼ਕᐼ҅ᗫ׵ሜ዆ᄣ࠽೼೼ଟٙஷٝ) to adjust the value-added tax at a rate of 17 per cent. where applicable to 16 per cent., which came into effect on 1 May 2018. On 20 March 2019, Ministry of Finance, the SAOT and General Administration of Customs issued the Announcement of the Ministry of Finance, the State Taxation Administration and the General Administration of Customs on Relevant Policies for Deepening the Value-Added Tax Reform (ৌ݁௅e೼ਕᐼ҅eऎᗫᐼ໇ᗫ׵ଉʷᄣ࠽೼ҷࠧ Ϟᗫ݁ഄٙʮѓ), which came into effective on 1 April 2019, to adjust the value-added tax at a rate of 16 per cent. where applicable to 13 per cent. There is no assurance that the PRC governmental authorities willnot adopt any new taxation policies to the financing leasing industry in the PRC in the future. Any future actions and policies adopted by the PRC government may affect the Chinese economy and adversely impact financial leasing industry in the PRC, which could materially and adversely affect the Group's profits and results of operations.

Any limitation on the ability of the Issuer's PRC subsidiaries to pay dividends to the Issuer and repay its debts to creditors could limit the Issuer's ability to fulfil its payment obligations

The Issuer is a holding company incorporated in Hong Kong, and it relies on dividends and intercompany loan repayments paid by its PRC operating subsidiaries for its cash requirements, including the funds necessary to service the Instruments and any other debt it may incur, and to pay its operating expenses. PRC regulations currently permit payments of dividends only out of accumulated profits, as determined in accordance with the accounting standards and regulations in the PRC, which differ in many aspects from generally accepted accounting principles in other jurisdictions. The Issuer's PRC subsidiaries are required to allocate certain percentages of any accumulated profits after tax each year to their statutory common reserve fund as required under the PRC Company Law, until the aggregate accumulated statutory common reserve funds exceed 50 per cent. of its registered capital. These reserve funds cannot be distributed as cash dividends. In addition, if the Issuer's PRC subsidiaries incur debts on their own or enter into certain agreements in the future, the instruments governing the debts or such other agreements may restrict their ability to pay dividends or make other repayments or distributions to the Issuer. Therefore, these restrictions on the availability and usage of the Issuer's major source of funding may materially and adversely affect its ability to service the Instruments.

The Issuer's PRC subsidiaries receive substantially all of their revenue in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of the PRC subsidiaries to use their Renminbi revenues to pay dividends to the Issuer.

On 8 August 2017, the State Council promulgated the Notice on Several Measures for Promoting the Growth of Foreign Investment (਷ਕ৫ᗫ׵ڮආ̮༟ᄣڗ߰ʍણ݄ٙஷٝ), which provided that foreign investors may freely remit abroad the profits, dividends and other investment returns lawfully obtained inside PRC in Renminbi or foreign currencies. On 5 January 2018, the PBOC promulgated the Notice on Further Fine-tuning the Policies on Cross-border Renminbi Business to Promote Trade and Investment

Facilitation (ʕ਷ɛ͏ვБᗫ׵ආɓӉҁഛɛ͏࿆༨ྤุਕ݁ഄڮආ൱׸ҳ༟کлʷٙஷٝ), to further specify that regarding the profits, dividends and other investment returns obtained inside PRC by foreign investors, banks shall handle Renminbi cross-border settlement after reviewing relevant supporting materials to ensure that the profits of foreign investors be remitted abroad freely in accordance with the PRC laws.

However, uncertainty exists as to whether the PRC Government will restrict access to foreign currency for current account transactions in the PRC, in which case the ability of the PRC subsidiaries to pay dividends to the Issuer or to satisfy their other regulatory requirements may be adversely affected.

PRC regulation of loans to, and direct investments in, PRC companies by offshore holding companies may delay or prevent the Group from providing loans or capital contributions to its PRC subsidiaries, which could materially and adversely affect their liquidity and its ability to fund and expand its business

Under the PRC law, any capital contributions and loans made by the Issuer (as a foreign shareholder) to the Group's PRC-incorporated subsidiaries are subject to the relevant PRC regulatory regime. In terms of a foreign shareholder's loan, the loan made by the Issuer to its PRC subsidiaries must be registered with SAFE or any government bureau or agency to which SAFE has delegated its authority. Otherwise, the loancannot be remitted into the PRC and (if required) converted into Renminbi. In respect of capital contributions made by the Issuer to its PRC subsidiaries, the Issuer must complete the registration formalities with the competent business registration authority (e.g. the State Administration for Market Regulation ("SAMR") or its relevant local branch), and the foreign exchange registrations with the relevant bank. Due to the discretionary and arbitrary nature of the aforementioned relevant agencies, there can be no assurance that the Group will be able to register the loans or complete the registration and filing in a timely fashion, or at all. If the Group fails to complete such registration or filings, its ability to finance the operations of its PRC subsidiaries and expansion projects may be adversely affected, which in turn could harm the Group's business, results of operations and financial condition.

The uncertainties of the PRC legal system and its laws and regulations may have a negative impact on the Group's operations

The Group's core business is conducted in the PRC and substantially all of its operations are located in the PRC, hence its business operations are regulated primarily by PRC laws and regulations. The PRC legal system is a civil law system based on written statutes. Unlike the common law systems, past court judgments in the PRC have limited precedential value and may be cited only for reference. Furthermore, PRC written statutes often require detailed interpretations by courts and enforcement bodies for their application and enforcement. The PRC laws and regulations are still evolving and, because of the limited number and non-binding nature of published cases, there exist uncertainties about their interpretation and enforcement, and such uncertainties may have a negative impact on the Group's business and prospects.

The Group intends to continue exploring growth opportunities within other target industries in China with growth potential and thus may be subject to further laws and regulations applicable to these new industries. On 18 September 2013, MOFCOM promulgated the Measures for Supervision and

Administration of Financial Leasing Enterprises (ፄ༟ॡ༣Ά္ุຖ၍ଣ፬ج), which provides for a

uniform regulatory system for the operation, supervision and administration of both foreign-invested and domestic-invested financial leasing enterprises. In accordance with the Notice Concerning the

Clarification of the Operating Rules with respect to the Settlement of Renminbi in the Context of Foreign

Direct Investment (ᗫ׵׼ᆽ̮ਠٜટҳ༟ɛ͏࿆ഐၑุਕ዁Ъ୚ۆٙஷٝ), promulgated by the PBOC on 14 June 2012 and amended on 5 June 2015, apart from some certain special types of foreign invested enterprises, such as foreign invested holding companies and foreign invested financial leasing companies, the total amount of the Renminbi and foreign currency loans of an foreign invested enterprise shall not exceed the difference between the total investment and its registered capital approved by relevant governmental authorities. On 8 May 2018, the General Office of MOFCOM promulgated the Notice of the

General Office of the Ministry of Commerce on Matters concerning the Adjustments to the Duties of

Administration of Financial Leasing Companies, Commercial Factoring Companies and Pawnshops (਷ ਕ৫፬ʮᝂᗫ׵ፄ༟ॡ༣ʮ̡eਠุڭଣʮ̡ձՊ຅Б၍ଣᔖபሜ዆Ϟᗫԫ֝ٙஷٝ). According to the

Notice, MOFCOM has transferred the duties of the development of the rules on business operations and regulation of financial leasing companies, commercial factoring companies and pawnshops to the CBIRC, and, from 20 April 2018, the relevant duties has been performed by the CBIRC. On 26 May 2020, the CBIRC has published the Interim Measures for the Supervision and Management of Financial Leasing Companies (ፄ༟ॡ༣ʮ္̡ຖ၍ଣᅲБ፬ج), which specified regulatory particulars for operations of financial leasing companies.

There is no assurance that the Group will not be subject to any further regulatory measures imposing stricter requirements such as further restrictions on the proportion of risky assets or the introduction of minimum capital adequacy requirements. If the Group fails to meet any such additional regulatory requirements, the CBIRC or other relevant regulators may take corrective actions (including, for example, restricting the growth of the Group's lease receivables and its business activities), thereby materially and adversely affecting the Group's business, results of operations and financial condition.

The issuance of the NDRC Circular is a recent development and its interpretation may involve significant uncertainty, which may adversely affect the enforceability and/or effective performance of the Instruments

According to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (Fa Gai Wai Zi [2015] No. 2044) (਷࢕೯࢝ҷࠧ ։ᗫ׵પආΆุ೯Б̮ව௪ࣩ೮াՓ၍ଣҷࠧٙஷٝ(೯ҷ̮༟)[2015]2044) issued by the National Development and Reform Commission (the "NDRC") which came into effect on 14 September 2015 (the "NDRC Circular"), domestic enterprises and their overseas controlled entities shall procure the registration of any debt securities or medium-to-long term loans issued or incurred outside the PRC with the NDRC prior to the issuance of securities or loans, and report the particulars of the relevant issuance within 10 working days upon completion of each issuance. The issuance of the NDRC Circular is a recent development and its interpretation may involve significant uncertainty, which may adversely affect the enforceability and/or effective performance of the Instruments. In addition, the administration of the NDRC Circular may be subject to a certain degree of executive and policy discretions by the NDRC. The NDRC Circular does not expressly state the legal consequences of non-compliance with the post-issue notification requirements under the NDRC Circular. However, the NDRC provided in its Risk Reminder for the Issuance by Enterprises of Foreign Debt (Άุྤ̮೯БවՎࠬᎈ౤ͪ) on 12 June 2017 that it will consider adding non-compliance enterprises into a national adverse credit list and joint punishment list; therefore there is no assurance that the failure to comply with the NDRC requirements would not result in any other adverse consequences for the Issuer, the Instruments or the investors in the Instruments. There is also no assurance that the registration certificate with the NDRC will not be revoked or amended in the future or that future changes in PRC laws and regulations will not have a negative impact on the performance or validity and enforceability of the Instruments in the PRC.

Any failure to comply with PRC regulations regarding the Issuer's employee equity incentive plans may subject the PRC plan participants or the Group to fines and other legal or administrative sanctions

The Issuer is a company listed on the HKSE. Directors, executive officers and other employees of the Issuer who are PRC citizens or who have resided in the PRC for a continuous period of not less than one year and who have been granted restricted shares (the "RSUs") or options will be subject to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company (਷࢕̮ි၍ଣ҅ᗫ׵ྤʫࡈɛਞၾྤ̮ɪ̹ ʮٰ̡ᛆዧᎸࠇྌ̮ි၍ଣϞᗫਪᕚٙஷٝ), issued by SAFE in February 2012, according to which, employees, directors, supervisors and other senior management members participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to limited exceptions, are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company participating in such stock incentive plan, and complete certain other procedures. Failure to complete such SAFE registrations may subject them to legal sanctions and may also limit the participants' ability to receive dividends or sales proceeds from the Issuer's equity incentive plans. There are also regulatory uncertainties that could restrict the Issuer's ability to adopt additional equity incentive plans for its directors and employees under PRC law.

In addition, SAT has issued circulars concerning employee share options or restricted shares. Under these circulars, employees working in the PRC who exercise their share options or receive RSUs will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees related to their share options or RSUs. Although the Issuer currently withholds income tax from its PRC employees in connection with their exercise of options and the granting of their RSUs, if the employees fail to pay, or the PRC subsidiaries fail to withhold the relevant taxes according to the applicable PRC laws, rules and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.

It may be difficult to effect service upon, or to enforce judgments against, the Group or the Directors or senior management residing in China in connection with judgments obtained from courts other than PRC courts

Although the Issuer is incorporated in Hong Kong, most of its Directors and all of the members of its senior management reside in China. Almost all of its assets and most of the assets of its Directors and the members of its senior management are located within China. Therefore, it may not be possible for investors to effect service of process upon the Issuer or those persons inside China. China has not entered into treaties or arrangements providing for the recognition and enforcement of judgments made by courts of most other jurisdictions. On 14 July 2006, Hong Kong and the PRC entered into the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements Between Parties Concerned (the "Arrangement"), pursuant to which a party with a final court judgment rendered by a Hong Kong court requiring payment of money in a civil and commercial case according to a choice of court agreement in writing may apply for recognition and enforcement of the judgment in the PRC. Similarly, a party with a final judgment rendered by a PRC court requiring payment of money in a civil and commercial case pursuant to a choice of court agreement in writing may apply for recognition and enforcement of such judgment in Hong Kong. A choice of court agreement in writing is defined as any agreement in writing entered into between parties after the effective date of the Arrangement in which a Hong Kong court or a PRC court is expressly designated as the court having sole jurisdiction for the dispute. Therefore, it is not possible to enforce a judgment rendered by a Hong Kong court in China if the parties in dispute do not agree to enter into a choice of court agreement in writing. As a result, it may be difficult or impossible for holders of the Instruments to effect service of process against the Issuer's assets or Directors in China in order to seek recognition and enforcement for foreign judgments in China.

Furthermore, China does not have treaties or agreements providing for the reciprocal recognition and enforcement of judgments awarded by courts of the United States, the United Kingdom, most other European countries, or Japan. Hence, the recognition and enforcement in China of judgments of a court in any of these jurisdictions in relation to any matter that is not subject to a binding arbitration provision may be difficult or even impossible.

The enforcement of the Labour Contract Law and other labour-related regulations in China may adversely affect the Group's business and its results of operations

In China, Labour Contract Law of the PRC (ʕശɛ͏΍ձ਷௶ਗΥΝج), as amended in December 2012 with such amendments effect from 1 July 2013 (the "Labour Contract Law"), the Interim Provisions on Labour Dispatching (௶ਕݼ჆ᅲБ஝֛) which came into effect on 1 March 2014 and the Regulations on Paid Annual Leave for Employees (ᔖʈ੭ᑚϋ;৿ૢԷ), which became effective on 1 January 2008 provide for regulation on employment contract, temporary employment, paid vacation, employment termination and related compensation. These laws and regulation in general have improved employee benefit and protection, implemented more restrictions on the use of dispatched workers, temporary employees and increased cost to employers upon termination of employees. As a result of these protective labour measures or any additional future measures, the Group's labour costs may increase. The Group cannot give assurance that any disputes, work stoppages or strikes will not arise in the future.

The PRC Anti-Monopoly Law may restrict the Group's business dealings or require it to divest its shares in certain assets in China

The PRC Anti-Monopoly Law (ʕശɛ͏΍ձ਷ˀᕹᓙج), which attempts to prevent monopolistic activities and protect fair competition in the PRC, became effective on 1 August 2008. It prohibits business entities (including the Group and all of its subsidiaries) from engaging in monopolistic behaviour, entering into monopolistic agreements, abusing a dominant market position or pursuing consolidations which exclude, restrict or potentially inhibit competition. The PRC Anti-Monopoly Law does not prohibit any business entity from increasing its market share to achieve or maintain a dominant market position through fair competition, nor does it set limits on the market share that any one entity can achieve or maintain in the PRC. The PRC Anti-Monopoly Law also provides clear standards under which business operators are excluded from anti-monopoly examination.

Under the PRC Anti-Monopoly Law, an entity that enters into monopolistic agreements or abuses its dominant market position may be subject to penalties, including confiscation of illegal gains and fines ranging from 1 per cent. to 10 per cent. of its revenue for the preceding year. If an entity pursues an illegal consolidation, it may be forced to terminate the consolidation, divest its shares and assets or businesses within a limited period of time or otherwise unwind the consolidation. The operating flexibility of the Group's PRC subsidiaries and the Group's business expansion through a merger with or acquisition of other competitors may be subject to strict examination and approval by SAMR, which is the main authority in charge of reviewing anti-monopoly issues related to business combinations. As the PRC Anti-Monopoly Law has not been fully interpreted and implemented, its effect on the Group's business is not yet known and it cannot give assurances that the relevant authorities will not interpret the law in such a manner or announce specific rules such that the implementation of the PRC Anti-Monopoly Law will affect its business in general or will contradict the PRC government's existing policies. In the event of non-compliance with the PRC Anti-Monopoly Law, the Group may be subject to substantial fines and other penalties. In the event of these circumstances, its business model and revenues may be materially and adversely affected.

Risks Relating to the Instruments issued under the Programme

Instruments may not be suitable investments for all investors

Each potential investor in any Instruments must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

  • (i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Instruments, the merits and risks of investing in the relevant Instruments and the information contained or incorporated by reference in this Offering Circular or any applicable supplement;

  • (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Instruments and the impact such investment will have on its overall investment portfolio;

  • (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Instruments, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency;

  • (iv) understand thoroughly the terms of the relevant Instruments and be familiar with the behaviour of any relevant indices and financial markets; and

  • (v) 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.

Some Instruments may be 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 the purchaser's overall portfolios. A potential investor should not invest in Instruments which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Instruments will perform under changing conditions, the resulting effects on the value of such Instruments and the impact this investment will have on the potential investor's overall investment portfolio.

Additionally, the investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Instruments are legal investments for it, (ii) Instruments can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase of any Instruments. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Instruments under any applicable risk-based capital or similar rules.

Modification and waivers

The Conditions contain provisions for calling meetings of Noteholders and Securityholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders and Securityholders including Noteholders and Securityholders who did not attend and vote at the relevant meeting, and Noteholders and Securityholders who voted in a manner contrary to the majority.

The Conditions also provide that the Trustee may, without the consent of Noteholders, Securityholders, Receiptholders or Couponholders (as the case may be), agree to (i) any modification of the Instruments, Receipts, the Coupons, the Agency Agreement, the Notes Trust Deed or the Securities Trust Deed which, in the Trustee's opinion, is of a formal, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of law or an error which is, in the opinion of the Trustee, proven, and (ii) any other modification (except such modification in respect of which an increased quorum is required as mentioned in the Conditions) of the Instruments, the Receipts, the Coupons, the Agency Agreement, the Notes Trust Deed and the Securities Trust Deed (as the case may be) which in the Trustee's opinion is not materially prejudicial to the interests of the Noteholders and Securityholders.

The Issuer may be unable to redeem Instruments

On certain dates, including a redemption event or the occurrence of (i) an early redemption event of the Instruments and (ii) at maturity of the Notes, the Issuer may, and at maturity of the Notes and upon the issuance of a notice in exercising its option to redeem Securities, the Issuer will be required to, redeem all of the Notes and/or the Securities (as the case may be). If such an event were to occur, the Issuer may not have sufficient cash in hand and may not be able to arrange financing to redeem the Instruments in time, or on acceptable terms, or at all. The ability to redeem the Instruments in such event may also be limited by the terms of other debt instruments. If the Issuer fails to repay, repurchase or redeem tendered Instruments, such an event would constitute an event of default under the Notes or, as the case may be, entitle the Trustee to institute winding-up proceedings against the Issuer under the Securities, which may also constitute a default under the terms of Issuer's other indebtedness.

A change in English law which governs the Instruments may adversely affect Noteholders and Securityholders

The Conditions are governed by English law in effect as at the date of issue of the relevant Instruments. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of issue of the relevant Instruments.

The Notes may be represented by Global Notes or Global Certificates, the Securities may be represented by Global Certificates, and holders of a beneficial interest in a Global Note or Global Certificate must rely on the procedures of the relevant Clearing System(s)

Notes issued under the Programme may be represented by one or more Global Notes (in the case of Bearer Notes) or Global Certificates (in the case of registered Notes). Securities issued under the Programme will be in registered form and represented by one or more Global Certificates. Such Global Notes and Global Certificates will be deposited with a common depositary for Euroclear and Clearstream, with DTC or lodged with CMU (each of Euroclear, Clearstream, DTC and CMU, a "Clearing System"). Except in the circumstances described in the relevant Global Note or Global Certificate, investors will not be entitled to receive definitive Instruments. The relevant Clearing System(s) will maintain records of the beneficial interests in the Global Notes or Global Certificates. While the Instruments are represented by one or more Global Notes or Global Certificates (as the case may be), investors will be able to trade their beneficial interests only through the Clearing Systems.

While the Instruments are represented by one or more Global Notes or Global Certificates, the Issuer will discharge its payment obligations under the Instruments (as the case may be) by making payments to the common depositary for Euroclear and Clearstream, to DTC or, as the case may be, to the relevant paying agent, in the case of the CMU, for distribution to their account holders. A holder of a beneficial interest in a Global Note or Global Certificate must rely on the procedures of the relevant Clearing System(s) to receive payments under the relevant Instruments (as the case may be). The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes or Global Certificates.

Holders of beneficial interests in the Global Notes or Global Certificates will not have a direct right to vote in respect of the relevant Instruments. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant Clearing System(s) to appoint appropriate proxies.

Noteholders and Securityholders should be aware that Definitive Notes and Definitive Certificates which have a denomination that is not an integral multiple of the minimum denomination may be illiquid and difficult to trade

Instruments may be issued with a minimum denomination. The Pricing Supplement of a Tranche of Instruments may provide that, for so long as the Instruments are represented by a Global Note or a Global Certificate and the relevant Clearing System(s) so permit, the Instruments will be tradable in (i) nominal amounts equal to, or integral multiples of, the minimum denomination, and (ii) the minimum denomination plus integral multiples of an amount lower than the minimum denomination.

Definitive Notes and Definitive Certificates will only be issued if the relevant Clearing System(s) is/are closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announce(s) an intention to permanently cease business. The Pricing Supplement may provide that, if Definitive Notes or Definitive Certificates are issued, such Instruments will be issued in respect of all holdings of Instruments equal to or greater than the minimum denomination. However, Noteholders and Securityholders should be aware that Definitive Notes or Definitive Certificates that have a denomination that is not an integral multiple of the minimum denomination may be illiquid and difficult to trade.

Definitive Notes and Definitive Certificates will in no circumstances be issued to any person holding Instruments in an amount lower than the minimum denomination and such Instruments will be cancelled and holders will have no rights against the Issuer (including rights to receive principal or interest or to vote) in respect of such Instruments.

The Trustee may request Noteholders and Securityholders to provide an indemnity and/or security and/or prefunding to its satisfaction

In certain circumstances, the Trustee may (at its sole discretion) request Noteholders or Securityholders to provide an indemnity and/or security and/or prefunding to its satisfaction before it takes actions on behalf of Noteholders or Securityholders. Negotiating and agreeing to an indemnity and/or security and/or prefunding can be a lengthy process and may impact on when such actions can be taken. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity or security or prefunding, in breach of the terms of the Notes Trust Deed or, as the case may be, the Securities Trust Deed; and, in circumstances where there is uncertainty or dispute as to the applicable laws or regulations, and to the extent permitted by the agreements and the applicable law, it will be for the Noteholders or Securityholders to take such actions directly.

Instruments subject to optional redemption by the Issuer may have a lower market value than Instruments that cannot be redeemed

An optional redemption feature is likely to limit the market value of Instruments. During any period when the Issuer may elect to redeem Instruments, the market value of those Instruments generally will not rise substantially above the price at which they can be redeemed. This may also be true prior to any redemption period. The Issuer may be expected to redeem Instruments when its cost of borrowing is lower than the interest rate on the Notes or, as the case may be, the distribution rate payable under the Securities. At such times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes or, as the case may be, the distribution rate payable under the Securities being redeemed, and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

The Instruments are redeemable in the event of certain withholding taxes being applicable

No assurances are made by the Issuer as to whether or not payments on the Instruments may be made without withholding taxes or deductions applying from the relevant Issue Date on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of a Tax Jurisdiction. Investors are referred to the section headed "Taxation" for details of the prevailing withholding taxes application in the relevant jurisdictions and the risks associated with any identified ambiguity in the withholding tax rules. Although, pursuant to the Conditions, the Issuer is required to gross up payments on account of any such withholding taxes or deductions, the Issuer also has the right to redeem the Instruments at any time in the event it has or will become obliged to pay additional amounts as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), as set out in the Conditions.

The Issuer may raise or redeem other capital which affects the price of the Instruments

The Issuer may raise additional capital through the issue of other securities or other means. Other than certain restrictions on issuing certain secured indebtedness as set out in negative pledge provisions in the condition there is no restriction, contractual or otherwise, on the amount or type of securities or other liabilities which the Issuer may issue or incur and which rank senior, or pari passu to, the instruments.

For instance, in respect of any series of Notes, the incurring of additional debt could diminish the Issuer's ability to make payments on the Notes and of amortising the Notes when due. In respect of an issue of the Securities, it may reduce the amount (if any) recoverable by Securityholders on a Winding-Up or may increase the likelihood of a deferral of Distributions under the Securities. The issue of any such securities or the incurrence of any such other liabilities might also have an adverse impact on the trading price of the Instruments and/or the ability of Noteholders or Securityholders to sell their Instruments.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) the Instruments are legal investments for it, (ii) the Instruments can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Instruments. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Instruments under any applicable risk-based capital or similar rules.

The insolvency laws of Hong Kong and other local insolvency laws may differ from those of another jurisdiction with which the Holders are familiar

As the Issuer is incorporated under the laws of Hong Kong, any insolvency proceeding relating to the Issuer would likely involve insolvency laws of Hong Kong, the procedural and substantive provisions of which may differ from comparable provisions of the local insolvency laws of jurisdictions with which the Holders are familiar.

Risks Relating to the Structure of a Particular Issue of Instruments

A wide range of Instruments may be issued under the Programme. A number of these Instruments may have features which contain particular risks for potential investors. Set out below is a description of certain such features:

Index-linked notes and dual currency notes

The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates, or other factors (each, a "Relevant Factor"). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:

  • (a) the market price of such Notes may be volatile;

  • (b) they may receive no interest;

  • (c) payment of principal or interest may occur at a different time or in a different currency than expected;

  • (d) they may lose all or a substantial portion of their principal;

  • (e) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;

  • (f) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable will likely be magnified; and

  • (g) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.

The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any index-linked notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an investment in any index-linked notes and the suitability of such Notes in light of its particular circumstances.

Failure by an investor to pay a subsequent instalment of partly-paid Notes may result in an investor losing all of its investment

The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of its investment.

The market price of variable rate Notes with a multiplier or other leverage factor may be volatile

Notes with variable interest rates can be volatile securities. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

The regulation and reform of "benchmarks" may adversely affect the value of Notes linked to or referencing such "benchmarks"

Interest rates and indices which are deemed to be "benchmarks" (including the London interbank offered rate ("LIBOR") and the euro interbank offered rate ("EURIBOR")) are the subject of recent national and international regulatory guidance and proposals for reform. Some of these reforms are already effective whilst others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Notes referencing such a benchmark.

The Benchmarks Regulation was published in the Official Journal of the EU on 29 June 2016 and mostly applies, subject to certain transitional provisions, from 1 January 2018. The Benchmarks Regulation applies to the provision of benchmarks, the contribution of input data to a benchmark and the use of a benchmark within the EU. Among other things, it (i) requires benchmark administrators to be authorised or registered (or, if non-EU-based, to be subject to an equivalent regime or otherwise recognised or endorsed) and (ii) prevents certain uses by EU supervised entities of benchmarks of administrators that are not authorised or registered (or, if non-EU based, not deemed equivalent or recognised or endorsed).

The Benchmarks Regulation could have a material impact on any Notes linked to or referencing a benchmark, in particular if the methodology or other terms of the benchmark are changed in order to comply with the requirements of the Benchmarks Regulation. Such changes could, among other things, have the effect of reducing, increasing or otherwise affecting the volatility of the published rate or level of the relevant benchmark.

More broadly, any of the international or national reforms, or the general increased regulatory scrutiny of benchmarks, could increase the costs and risks of administering or otherwise participating in the setting of a benchmark and complying with any such regulations or requirements.

Specifically, the sustainability of LIBOR has been questioned as a result of the absence of relevant active underlying markets and possible disincentives (including possibly as a result of benchmark reforms) for market participants to continue contributing to such benchmarks. On 27 July 2017, and in a subsequent speech by its Chief Executive on 12 July 2018, the UK Financial Conduct Authority ("FCA") confirmed that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021 ("FCA Announcements"). The FCA Announcements indicated that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.

In addition, on 29 November 2017, the Bank of England and the FCA announced that, from January 2018, its Working Group on Sterling Risk-Free Rates has been mandated with implementing a broad-based transition to the Sterling Overnight Index Average ("SONIA") over the next four years across sterling bond, loan and derivative markets, so that SONIA is established as the primary sterling interest rate benchmark by the end of 2021.

Separate workstreams are also underway in Europe to reform EURIBOR using a hybrid methodology and to provide a fallback by reference to a euro risk-free rate (based on a euro overnight risk-free rate as adjusted by a methodology to create a term rate). On 13 September 2018, the working group on euro risk-free rates recommended Euro Short-term Rate ("ESTR") as the new risk free rate. ESTR is expected to be published by the ECB by October 2019. In addition, on 21 January 2019, the euro risk free-rate working group published a set of guiding principles for fallback provisions in new euro denominated cash products (including bonds). The guiding principles indicate, among other things, that continuing to reference EURIBOR in relevant contracts may increase the risk to the euro area financial system.

It is not possible to predict with certainty whether, and to what extent, LIBOR and EURIBOR will continue to be supported going forwards. This may cause LIBOR and EURIBOR to perform differently than they have done in the past, and may have other consequences which cannot be predicted. Such factors may have (without limitation) the following effects on certain benchmarks: (i) discouraging market participants from continuing to administer or contribute to a benchmark; (ii) triggering changes in the rules or methodologies used in the benchmark; and/or (iii) leading to the disappearance of the benchmark. Any of the above changes or any other consequential changes as a result of international or national reforms or other initiatives or investigations, could have a material adverse effect on the value of and return on any Notes linked to, referencing, or otherwise dependent (in whole or in part) upon, a benchmark.

Investors should be aware that, if LIBOR or EURIBOR were discontinued or otherwise unavailable, the rate of interest on Floating Rate Notes which reference LIBOR or EURIBOR will be determined for the relevant period by the fallback provisions applicable to such Notes. Depending on the manner in which LIBOR or EURIBOR is to be determined under the Notes Conditions, this may in certain circumstances (i) be reliant upon the provision by reference banks of offered quotations for LIBOR or EURIBOR which, depending on market circumstances, may not be available at the relevant time or (ii) result in the effective application of a fixed rate for Floating Rate Notes based on the rate which was last determined on the last preceding Interest Determination Date (as defined in the Notes Conditions). Any of the foregoing could have an adverse effect on the value or liquidity of, and return on, any Floating Rate Notes which reference LIBOR or EURIBOR.

Investors should consult their own independent advisers and make their own assessment about the potential risks imposed by the Benchmarks Regulation or any of the international or national reforms in making any investment decision with respect to any Notes referencing a benchmark.

Inverse floating rate Notes are typically more volatile than conventional floating rate debt

Inverse floating rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of such Notes are typically more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse floating rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Notes carrying an interest rate which may be converted from fixed to floating interest rates, and vice versa, may have lower market values than other Notes

Fixed or floating rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the fixed or floating rate Notes may be less favourable than the then-prevailing spreads on comparable floating rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than the then-prevailing rates on its Notes.

The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Investors may lose part or all of their investment in any index-linked Notes issued

If, in the case of a particular tranche of Notes, the relevant Pricing Supplement specifies that the Notes are Index-Linked Notes or variable redemption amount Notes, there is a risk that the investor may lose the value of its entire investment or part of it.

Risks Relating to the Securities

Securities may be issued for which investors have no right to require redemption

The Securities are perpetual and have no fixed final maturity date. Securityholders have no right to require the Issuer to redeem Securities at any time, and an investor who acquires Securities may only dispose of such Securities by sale. Securityholders who wish to sell their Securities may be unable to do so at a price at or above the amount they have paid for them, or at all. Therefore, holders of Securities should be aware that they may be required to bear the financial risks of an investment in Securities for an indefinite period of time.

Securityholders may not receive Distribution payments if the Issuer elects to defer Distribution payments under the Securities Conditions

The Issuer may, at its sole discretion and subject to certain conditions, elect to defer any scheduled Distribution on the Securities for any period of time. The Issuer is subject to certain restrictions in relation to the payment of dividends on its Junior Securities and its Parity Securities, the redemption and repurchase on its Junior Securities and Parity Securities prior to their stated maturity until any outstanding Arrears of Distribution and Additional Distribution Amount are satisfied or save in certain specified situations as further described in the Securities Conditions. The Issuer is not subject to any limits as to the number of times Distributions and Arrears of Distribution can be deferred pursuant to the Securities Conditions, subject to compliance with certain restrictions. Although, following a deferral, Arrears of Distributions are cumulative, subject to the Securities Conditions, the Issuer may defer their payment for an indefinite period of time by delivering the relevant deferral notices to the Securityholders. Any such deferral of Distribution shall not constitute a default for any purpose.

Any deferral of Distribution will likely have an adverse effect on the market price of the Securities. In addition, as a result of the Distribution deferral provision of the Securities, the market price of the Securities may be more volatile than the market prices of other debt securities on which original issue discount or interest accrues that are not subject to such deferrals and may be more sensitive generally to adverse changes in the Group's financial condition.

If specified in the relevant Pricing Supplement, the Securities may be redeemed at the Issuer's option on the date(s) specified in the relevant Pricing Supplement or on the occurrence of certain other events

The Securities are redeemable at the option of the Issuer on the First Call Date and on any Distribution Payment Date falling after the First Call Date at their principal amount together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount).

In addition, if specified on the relevant Pricing Supplement, the Issuer also has the right to redeem the Securities upon the occurrence of (i) a Gross-up Event, (ii) an Accounting Event, (iii) a Breach of Covenant Event or (iv) a Relevant Indebtedness Default Event. The Securities may also be redeemed at the option of the Issuer if prior to the date of a notice to be provided by the Issuer at least 80 per cent. in principal amount of the Securities originally issued has already been redeemed or purchased and cancelled. The date on which the Issuer elects to redeem the Securities may not accord with the preference of individual Securityholders. This may be disadvantageous to the Securityholders in light of market conditions or the individual circumstances of the Securityholders. In addition, an investor may not be able to reinvest the redemption proceeds in comparable securities at an effective distribution rate at the same level as that of the Securities.

There are limited remedies for default under the Securities

Any scheduled distribution will not be due if the Issuer elects not to pay all or a part of that distribution pursuant to the Securities Conditions. Notwithstanding any of the provisions relating to non-payment defaults, the right to institute winding-up proceedings is limited to circumstances where payment under the Securities has become due and the Issuer fails to make the payment when due. The only remedy against the Issuer available to any Securityholder for recovery of amounts in respect of the Securities following the occurrence of a payment default after any sum becomes due in respect of the Securities will be proving in such winding-up and/or claiming in the liquidation of the Issuer in respect of any payment obligations of the Issuer arising from the Securities.

The Securities confer Securityholders with limited rights upon the occurrence of a Breach of Covenant Event or a Relevant Indebtedness Default Event

The Securities confer Securityholders with limited rights upon the occurrence of a Breach of Covenant Event or a Relevant Indebtedness Default Event. The Issuer may, at any time, on giving irrevocable notice to the Trustee, and the Securityholders, redeem in whole, but not in part, the Securities if any of such events occurs. The Issuer is, however, not obliged to redeem the Securities upon the occurrence of any of such events under the Securities. If the Issuer elects not to redeem the Securities upon the occurrence of such events, the Distribution Rate will increase by a certain percentage per annum pursuant to Securities Condition 5.3. However, the occurrence of a Breach of Covenant Event or a Relevant Indebtedness Default Event may result in certain of the Issuer's other capital markets indebtedness becoming immediately due and payable upon certain steps being taken by the relevant holders and/or their representatives. There can be no assurance that, after discharge of the Issuer's obligations under such other capital markets indebtedness, the Issuer would have sufficient liquidity to ensure timely payment of any amounts payable in respect of the Securities.

Risks Relating to the Market Generally

Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

Instruments issued under the Programme have no current active trading market and may trade at a discount to their initial offering price and/or with limited liquidity

Instruments issued under the Programme will be new securities which may not be widely distributed and for which there is currently no active trading market (unless, in the case of any particular Tranche, such Tranche is to be consolidated with and form a single series with a Tranche of Instruments which is already issued). If the Instruments are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer. If the Instruments are trading at a discount, investors may not be able as receive a favourable price for their Instruments and in some circumstances investors may not be able to sell their Instruments at all or at their fair market value. In addition, the market for investment grade and crossover grade debt has been subject to disruptions that have caused volatility in prices of securities similar to the Instruments issued under the Programme. Accordingly, there is no assurance as to the development or liquidity of any trading market, or that disruptions will not occur, for any particular Tranche of Instruments. This is particularly the case for Instruments that are especially sensitive to interest rate, currency or market risks, designed for specific investment objectives or strategies, or have been structured to meet the investment requirements of limited categories of investors. These types of Instruments generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have an adverse effect on the market value of the Instruments.

Exchange rate risks and exchange controls may result in investors receiving less interest or principal than expected

The Issuer will pay principal, interest and distribution (if applicable) on the Instruments in the currency specified in the relevant Pricing Supplement (the "Specified Currency"). This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Inventor's Currency relative to the Specified Currency would decrease (i) the Investor's Currency equivalent yield on the Instruments, (ii) the Investor's Currency equivalent value of the principal payable on the Instruments and (iii) the Investor's Currency equivalent market value of the Instruments.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Changes in market interest rates may adversely affect the value of fixed rate Instruments

Investment in fixed rate Instruments involves the risk that subsequent changes in market interest rates may adversely affect the value of fixed rate Instruments.

Risks Relating to Renminbi-denominated Instruments

Instruments denominated in RMB ("RMB Instruments") may be issued under the Programme. RMB Instruments carry particular risks for potential investors.

Renminbi is not freely convertible; there are significant restrictions on the remittance of Renminbi into or out of the PRC

Renminbi is not freely convertible at present. The government of the PRC continues to regulate conversion between Renminbi and foreign currencies, including the Hong Kong dollar. However, there has been significant reduction in control by it in recent years particularly over trade transactions involving import and export of goods and services as well as other frequent routine foreign exchange transactions. These transactions are known as current account items. On the other hand, the remittance of Renminbi by foreign investors into the PRC for the settlement of capital account items, such as capital contributions, debt financing and securities investment, is generally only permitted upon obtaining specific approvals from, or completing specific registrations or filings with, the relevant authorities on a case-by-case basis and is subject to a strict monitoring system. Regulations in the PRC on the remittance of Renminbi into the PRC for settlement of capital account items are being developed.

Although PBOC has implemented policies improving accessibility to Renminbi to settle cross-border transactions in the past, there is no assurance that the PRC government will liberalise control over cross-border remittance of Renminbi in the future, that the schemes for Renminbi cross-border utilisation will not be discontinued or that new regulations in the PRC will not be promulgated in the future which have the effect of restricting or eliminating the remittance of Renminbi into or outside the PRC. Despite the Renminbi internationalisation pilot programme and efforts in recent years to internationalise the currency, there can be no assurance that the PRC government will not impose interim or long-term restrictions on the cross-border remittance of Renminbi. In the event that funds cannot be repatriated outside the PRC in Renminbi, this may affect the overall availability of Renminbi outside the PRC and the ability of the Issuer to source Renminbi to finance its obligations under Instruments denominated in Renminbi.

The availability of Renminbi outside the PRC may be limited, which may affect the liquidity of RMB Instruments and the Issuer's ability to source Renminbi outside the PRC to service such RMB Instruments

As a result of the restrictions by the PRC government on cross-border Renminbi fund flows, the availability of Renminbi outside the PRC is limited.

While the PBOC has entered into agreements ("Settlement Agreements") on the clearing of Renminbi business with financial institutions ("Renminbi Clearing Banks") in a number of financial centres and cities, including but not limited to Hong Kong and has established the Cross-Border Inter-Bank Payments System ("CIPS") to facilitate cross-border Renminbi settlement and is further in the process of establishing Renminbi clearing and settlement mechanisms in several other jurisdictions, the current size of Renminbi denominated financial assets outside the PRC is limited.

There are restrictions imposed by the PBOC on Renminbi business participating banks in respect of cross-border Renminbi settlement, such as those relating to direct transactions with PRC enterprises. Furthermore, Renminbi business participating banks do not have direct Renminbi liquidity support from the PBOC, although PBOC has gradually allowed participating banks to access the PRC's onshore inter-bank market for the purchase and sale of Renminbi. The Renminbi Clearing Banks only have limited access to onshore liquidity support from the PBOC for the purpose of squaring open positions of participating banks for limited types of transactions and are not obliged to square for participating banks any open positions resulting from other foreign exchange transactions or conversion services. In cases where the participating banks cannot source sufficient Renminbi through the above channels, they will need to source Renminbi from outside the PRC to square such open positions.

Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange. There is no assurance that new PRC regulations will not be promulgated or the Settlement Arrangements will not be terminated or amended in the future, which will have the effect of restricting availability of Renminbi outside the PRC. The limited availability of Renminbi outside the PRC may affect the liquidity of the RMB Instruments. To the extent the Issuer is required to source Renminbi outside the PRC to service the RMB Instruments, there is no assurance that the Issuer will be able to source such Renminbi on satisfactory terms, if at all.

Investment in RMB Instruments is subject to exchange rate risks

The value of Renminbi against other foreign currencies fluctuates from time to time and is affected by changes in the PRC and international political and economic conditions as well as many other factors. Recently, the PBOC implemented changes to the way it calculates the Renminbi's daily mid-point against the U.S. dollar to take into account market-maker quotes before announcing such daily mid-point. This change, and others that may be implemented, may increase the volatility in the value of the Renminbi against foreign currencies. All payments of interest, distribution, premium (if any) and principal will be made in Renminbi with respect to RMB Instruments unless otherwise specified. As a result, the value of these Renminbi payments may vary with the changes in the prevailing exchange rates in the marketplace. If the value of Renminbi depreciates against another foreign currency, the value of the investment made by a holder of the RMB Instruments in that foreign currency will decline.

Payments for the RMB Instruments will only be made to investors in the manner specified in the RMB Instruments

All payments to investors in respect of the RMB Instruments will be made solely (i) for so long as the RMB Instruments are represented by global certificates held with the common depositary for Clearstream and Euroclear Bank SA/NV or any alternative clearing system, by transfer to a Renminbi bank account maintained in Hong Kong or a financial centre in which a Renminbi Clearing Bank clears and settles Renminbi, (ii) for so long as the RMB Instruments are represented by global certificates lodged with a sub-custodian for or registered with the CMU, by transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing CMU rules and procedures, or (iii) or so long as the RMB Instruments are in definitive form, by transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and regulations. The Issuer cannot be required to make payment by any other means (including in any other currency or by transfer to a bank account in the PRC).

Gains on the transfer of the RMB Instruments may become subject to income taxes under PRC tax laws

Under the PRC EIT Law, the PRC Individual Income Tax Law and the relevant implementing rules, as amended from time to time, any gain realised on the transfer of RMB Instruments by non-PRC resident enterprise or individual Holders may be subject to PRC enterprise income tax ("EIT") or PRC individual income tax ("IIT") if such gain is income derived from sources within the PRC. The PRC EIT Law levies EIT at the rate of 20 per cent. of the PRC-sourced gains derived by such non-PRC resident enterprise from the transfer of RMB Instruments but its implementation rules have reduced the EIT rate to 10 per cent. The PRC Individual Income Tax Law levies IIT at a rate of 20 per cent. of the PRC-sourced gains derived by such non-PRC resident individual Holder from the transfer of RMB Instruments. However, uncertainty remains as to whether the gain realised from the transfer of RMB Instruments by non-PRC resident enterprise or individual Holders would be treated as income derived from sources within the PRC and subject to the EIT or IIT. This will depend on how the PRC tax authorities interpret, apply or enforce the PRC EIT Law, the PRC Individual Income Tax Law and the relevant implementing rules. Pursuant to the arrangement between the PRC and Hong Kong, for avoidance of double taxation, Noteholders and Securityholders who are residents of Hong Kong, including enterprise Holders and individual Holders, will not be subject to the PRC EIT or IIT on capital gains derived from a sale or exchange of the Instruments.

Therefore, if non-PRC enterprise or individual resident Holders are required to pay PRC income tax on gains derived from the transfer of RMB Instruments, unless there is an applicable tax treaty between PRC and the jurisdiction in which such non-PRC enterprise or individual resident holders of RMB Instruments reside that reduces or exempts the relevant EIT or IIT, the value of their investment in RMB Instruments may be materially and adversely affected.

TERMS AND CONDITIONS OF THE NOTES

This Note is one of a Series (as defined below) of Notes issued by Far East Horizon Limited (the Issuer) constituted by a notes trust deed (such notes trust deed as modified and/or supplemented and/or restated from time to time, the Notes Trust Deed) dated 31 May 2017 made between the Issuer and The Hongkong and Shanghai Banking Corporation Limited (the Trustee, which expression shall include any successor as Trustee).

References herein to the Notes shall be references to the Notes of this Series and shall mean:

  • (a) in relation to any Notes represented by a global Note, units of the lowest Specified Denomination in the Specified Currency;

  • (b) any global Note in bearer form (each a Global Note);

  • (c) any global Note in registered form (each a Global Certificate);

  • (d) any definitive Note in bearer form (Definitive Note, together with the Global Note, the Bearer Notes) issued in exchange for a Global Note; and

  • (e) any definitive Note in registered form (Definitive Certificate, together with the Global Certificate, the Registered Notes) issued in exchange for a Global Certificate.

The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an agency agreement (such agency agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 31 May 2017 and made between the Issuer, the Trustee, The Hongkong and Shanghai Banking Corporation Limited as the issuing and paying agent (the Issuing and Paying Agent, which expression shall include any successor issuing and paying agent), The Hongkong and Shanghai Banking Corporation Limited as CMU lodging and paying agent (the CMU Lodging and Paying Agent, which expression shall include any successor CMU lodging and paying agent) and the other paying agents named therein (together with the Issuing and Paying Agent, the CMU Lodging and Paying Agent and the U.S. Paying Agent (as defined below), the Paying Agents, which expression shall include any additional or successor paying agents) and The Hongkong and Shanghai Banking Corporation Limited as registrar (the Registrar, which expression shall include any successor registrar) and as transfer agent (together with the Registrar and the other transfer agents named therein, the Transfer Agents, which expression shall include any additional or successor transfer agents) and The HSBC Bank USA, National Association as the U.S. paying agent, U.S. registrar, U.S. transfer agent and U.S. exchange agent (the U.S.

Paying Agent, U.S. Registrar, U.S. Transfer Agent and U.S. Exchange Agent). For the purposes of these

Conditions, all references (other than in relation to the determination of interest and other amounts payable in respect of the Notes) to the Issuing and Paying Agent shall, with respect to a Series of Notes to be held in the CMU Service (as defined below), be deemed to be a reference to the CMU Lodging and Paying Agent and all such references shall be construed accordingly.

Interest bearing Definitive Notes have interest coupons (Coupons) and, if indicated in the applicable Pricing Supplement, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (Receipts) for the payment of the instalments of principal (other than the final instalment) attached on issue. Registered Notes and Notes in global forms do not have Receipts, Coupons or Talons attached on issue.

The final terms for this Note (or the relevant provisions thereof) are set out in the Pricing Supplement attached to or endorsed on this Note which supplements these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note. References to the applicable Pricing Supplement are to the Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.

The Trustee acts for the benefit of the holders for the time being of the Notes (the Noteholders, which expression shall, in relation to any Notes represented by a Global Note or Global Certificate, be construed as provided in Condition 1 below), the holders of the Receipts (the Receiptholders) and the holders of the Coupons (the Couponholders, which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Notes Trust Deed.

As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

Copies of the Notes Trust Deed and the Agency Agreement are available for inspection during normal business hours upon reasonable advance notice at the specified office for the time being of the Trustee and at the specified office of each of the Paying Agents, the Registrar, the U.S. Registrar, the other Paying Agents, Transfer Agents, the U.S. Transfer Agent and the U.S. Exchange Agent (such Paying Agents, Transfer Agents, U.S. Transfer Agent, U.S. Registrar, U.S. Exchange Agent and the Registrar being together referred to as Agents). Copies of the applicable Pricing Supplement are available for viewing during normal business hours at the registered office of the Issuer and of any Agent (as applicable) and copies may be obtained from those offices save that, if this Note is an unlisted Note of any Series, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more unlisted Notes of that Series and such Noteholder must produce evidence satisfactory to the Issuer and the Trustee or, as the case may be, and the relevant Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Notes Trust Deed, the Agency Agreement and the applicable Pricing Supplement which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Notes Trust Deed and the Agency Agreement.

Words and expressions defined in the Notes Trust Deed, the Agency Agreement or used in the applicable Pricing Supplement shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Notes Trust Deed and the Agency Agreement, the Notes Trust Deed will prevail and, in the event of inconsistency between the Notes Trust Deed or the Agency Agreement and the applicable Pricing Supplement, the applicable Pricing Supplement will prevail.

1. Form, Denomination and Title

The Notes are in bearer form or in registered form as specified in the applicable Pricing Supplement and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa.

This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Pricing Supplement.

This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Pricing Supplement.

Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable.

Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and title to Registered Notes will pass upon registration of transfers in the register which is kept by the Registrar in accordance with the provisions of the Agency Agreement. The Issuer, the Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note or Global Certificate, without prejudice to the provisions set out in the next succeeding paragraph.

For so long as any of the Notes is represented by a Global Note or Global Certificate held on behalf of Euroclear Bank SA/NV as operator of the Euroclear System (Euroclear) and/or Clearstream Banking, S.A. (Clearstream), The Depository Trust Company (DTC) and/or the Hong Kong Monetary Authority as operator of the Central Moneymarkets Unit Service (the CMU Service), each person (other than Euroclear, Clearstream, DTC or the CMU Service) who is for the time being shown in the records of Euroclear, Clearstream, DTC or the CMU Service as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear, Clearstream, DTC or the CMU Service as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note or the registered holder of the relevant Global Certificate shall be treated by the Issuer, the Agents and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note or Global Certificate and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. Notwithstanding the above, if a Note (whether in global or definitive form) is held through the CMU Service, any payment that is made in respect of such Note shall be made to the person(s) for whose account(s) interests in such Note are credited as being held through the CMU Service in accordance with the CMU Rules at the relevant time as notified to the CMU Lodging and Paying Agent by the CMU Service in a relevant CMU Instrument Position Report or any other relevant notification by the CMU Service (which notification, in either case, shall be conclusive evidence of the records of the CMU Service as to the identity of any accountholder and the principal amount of any Note credited to its account, save in the case of manifest error) (CMU Accountholders) and such payments shall discharge the obligation of the Issuer in respect of that payment under such Note.

For so long as DTC or its nominee is the registered owner or holder of a Global Certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented such Global Certificate for all purposes under the Notes Trust Deed and the Agency Agreement and the Notes except to the extent that in accordance with DTC's published rules and procedures any ownership rights may be exercised by its participants or beneficial owners through participants.

Notes which are represented by a Global Note or a Global Certificate will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream, DTC or the CMU Service, as the case may be.

References to Euroclear, Clearstream, DTC and/or the CMU Service shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement or as may otherwise be approved by the Issuer, the Agents and the Trustee.

2. Transfers of Registered Notes

2.1 Transfers of interests in Global Certificates

Transfers of beneficial interests in Global Certificates will be effected by Euroclear, Clearstream DTC or the CMU Service, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of beneficial transferors and transferees of such interests. A beneficial interest in a Global Certificate will, subject to compliance with all applicable legal and regulatory restrictions, be transferable for Definitive Certificate or for a beneficial interest in another

Global Certificate only in the authorised denominations set out in the applicable Pricing Supplement and only in accordance with the rules and operating procedures for the time being of Euroclear, Clearstream, DTC or the CMU Service, as the case may be, and in accordance with the terms and conditions specified in the Agency Agreement.

2.2 Transfers of Definitive Certificates

Subject as provided in Condition 2.7 and Condition 2.8 below, upon the terms and subject to the conditions set forth in the Agency Agreement, a Definitive Certificate may be transferred in whole or in part (in the authorised denominations set out in the applicable Pricing Supplement). In order to effect any such transfer (a) the holder or holders must (i) surrender the Definitive Certificate for registration of the transfer of the Definitive Certificate (or the relevant part of the Definitive Certificate) during normal business hours at the specified office of the Registrar or the U.S. Registrar (as applicable) or any Transfer Agent or U.S. Transfer Agent (as applicable), with the form of transfer thereon duly executed by the holder or holders thereof or his or their attorney or attorneys duly authorised in writing and (ii) complete and deposit such other certifications as may be required by the Registrar or the U.S. Registrar (as applicable) or, as the case may be, the relevant Transfer Agent or the U.S. Transfer Agent (as applicable) during normal business hours at their respective specified offices and (b) the Registrar or the U.S. Registrar (as applicable) or, as the case may be, the relevant Transfer Agent or the U.S. Transfer Agent (as applicable) must, after due and careful enquiry, be satisfied with the documents of title and the identity of the person making the request. Any such transfer will be subject to such reasonable regulations as the Issuer and the Registrar (or the U.S. Registrar, as the case may be) may from time to time prescribe (the initial such regulations being set out in Schedule 4 to the Agency Agreement). Subject as provided above, the Registrar or the U.S. Registrar (as applicable) or, as the case may be, the relevant Transfer Agent or the U.S. Transfer Agent (as applicable) will, within three business days (being for the purpose of this Condition a day on which banks are open for business in the city where the specified office of the Registrar or the U.S. Registrar (as applicable) or, as the case may be, the relevant Transfer Agent or the U.S. Transfer Agent (as applicable) is located) of the request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), procure the authentication and delivery of, to the transferee at its specified office or (at the risk of the transferee) send by uninsured mail, to such address as the transferee may request, a new Definitive Certificate of a like aggregate nominal amount to the Definitive Certificate (or the relevant part of the Definitive Certificate) transferred. In the case of the transfer of part only of the Definitive Certificate, a new Definitive Certificate in respect of the balance of the definitive Note not transferred will be so authenticated and delivered or (at the risk of the transferor) sent by uninsured mail to the transferor.

2.3 Registration of transfer upon partial redemption

In the event of a partial redemption of Notes under Condition 7, the Issuer shall not be required to register the transfer of any Registered Note, or part of a Registered Note, called for partial redemption.

2.4 Costs of registration

Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer as provided above, except for any costs or expenses of delivery other than by regular uninsured mail and except that the Issuer may require the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration. To the extent that any such costs and expenses are incurred by the Trustee and/or the Agents, the Trustee and/or the Agents will be indemnified according to the Notes Trust Deed and the Agency Agreement.

2.5 Transfers of interests in Regulation S Global Certificate

Prior to expiry of the applicable Distribution Compliance Period, transfers by the holder of, or of a beneficial interest in, a Regulation S Global Certificate to a transferee in the United States or who is a U.S. person will only be made:

2.5.1 upon receipt by the Registrar or the U.S. Registrar (as applicable) of a written certification substantially in the form set out in the Agency Agreement, amended as appropriate (a Transfer Certificate), copies of which are available from the specified office of the Registrar or the U.S. Registrar (as applicable) or any Transfer Agent or the U.S. Transfer Agent (as applicable), from the transferor of the Note or beneficial interest therein to the effect that such transfer is being made:

  • (A) to a person whom the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A; or

  • (B) to a person who is an Institutional Accredited Investor, together with, in the case of (B), a duly executed investment letter from the relevant transferee substantially in the form set out in the

    Agency Agreement (an IAI Investment Letter); or

2.5.2

otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by the Issuer of such satisfactory evidence as the Issuer may reasonably require, which may include an opinion of U.S. counsel, that such transfer is in compliance with any applicable securities laws of any States of the United States,

and, in each case, in accordance with any applicable securities laws of any States of the United States or any other jurisdiction.

In the case of (A) above, such transferee may take delivery through a Legended Note in global or definitive form and, in the case of (B) above, such transferee may take delivery only through a Legended Note in definitive form. After expiry of the applicable Distribution Compliance Period (i) beneficial interest in Regulation S Global Certificates registered in the name of a nominee for DTC may be held through DTC directly, by a participant in DTC, or indirectly through a participant in DTC and (ii) such certificate requirements will no longer apply to such transfers.

2.6 Transfer of interests in Legended Notes

Transfers of Legended Notes or beneficial interests therein may be made:

  • 2.6.1 to a transferee who takes delivery of such interest through a Regulation S Global Certificate, upon receipt by the Registrar or the U.S. Registrar (as applicable) of a duly completed Transfer Certificate from the transferor to the effect that such transfer is being made in accordance with Regulation S and that in the case of a Regulation S Global Certificate registered in the name of a nominee for DTC, if such transfer is being made prior to expiry of the applicable Distribution Compliance Period, the interest in the Notes being transferred will be held immediately thereafter through Euroclear and/or Clearstream; or

  • 2.6.2 to a transferee who takes delivery of such interest through a Legended Note:

    • (A) where the transferee is a person whom the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, without certification; or

    • (B) where the transferee is an Institutional Accredited Investor, subject to delivery to the Registrar of a Transfer Certificate from the transferor to the effect that such transfer is being made to an Institutional Accredited Investor, together with a duly executed IAI Investment Letter from the relevant transferee; or

  • 2.6.3 otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by the Issuer of such satisfactory evidence as the Issuer may reasonably require, which may include an opinion of U.S. counsel, that such transfer is in compliance with any applicable securities laws of any State of the United States,

and, in each case, in accordance with any applicable securities laws of any State of the United States or any other jurisdiction.

Notes transferred by Institutional Accredited Investors to QIBs pursuant to Rule 144A or outside the United States pursuant to Regulation S will be eligible to be held by such QIBs or non-U.S. investors through DTC, Euroclear or Clearstream, as appropriate, and the Registrar or the U.S. Registrar (as applicable) will arrange for any Notes which are subject of such a transfer to be represented by the appropriate Registered Global Certificate, where applicable.

Upon the transfer, exchange or replacement of Legended Notes, or upon specific require for removal of the Legend, the Registrar or the U.S. Registrar (as applicable) shall deliver only Legended Notes or refuse to remove such Legend, as the case may be, unless there is delivered to the Issuer such satisfactory evidence as may reasonably be required by the Issuer, which may include an opinion of U.S. counsel, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act.

2.7 Closed Periods

No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of, or payment of any Instalment Amount (as set out in the Pricing Supplement) in respect of, that Note, (ii) during the period of 15 days before any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 7.3, (iii) after any such Note has been called for redemption, or (iv) during the period of seven days ending on (and including) any Record Date (as defined in Condition 6.4).

2.8 Exchanges and transfers of Definitive Certificates generally

Holders of Definitive Certificates may exchange such Certificates for interests in a Global Certificate of the same type at any time.

2.9 Definitions

In this Condition, the following expressions shall have the following meanings:

Business Day Convention means the convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day (as defined below);

Distribution Compliance Period has the meaning given to it in Regulation S;

Institutional Accredited Investor means accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that are institutions;

Legended Notes means Registered Notes in definitive form that are issued to Institutional Accredited Investors and Registered Notes (whether in definitive form or represented by a Registered Global Certificate) sold in private transactions to QIBs in accordance with the requirements of Rule 144A which bear a legend specifying certain restrictions on transfer (a Legend);

QIB means a qualified institutional buyer within the meaning of Rule 144A;

Regulation S means Regulation S under the Securities Act;

Regulation S Global Certificate means a Global Certificate representing Notes sold outside the United States in reliance on Regulation S;

Rule 144A means Rule 144A under the Securities Act; and

Securities Act means the United States Securities Act of 1933, as amended.

3. Status of the Notes

The Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 4.1) unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

4. Covenants

4.1 Negative Pledge

For so long as any Note remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries (as defined below) will create, or have outstanding, any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), or any guarantee or indemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto according to such Note the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as shall be approved by an Extraordinary Resolution (as defined in the Notes Trust Deed) of the Noteholders.

For the purposes of these Conditions:

  • (a) Relevant Indebtedness means any indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended by the Issuer to be or capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market but shall not include any asset-backed securities offered or issued by the Issuer or any Subsidiaries of the Issuer to investors where payments made under such securities are backed by or collateralised against certain assets of the Issuer or its Subsidiaries, provided that the aggregate value of such assets at any time shall not exceed 30 per cent. of the consolidated gross assets of the Issuer (as shown by the latest audited balance sheet of the Issuer); and

  • (b) Subsidiary means any entity whose financial statements at any time are required by law or in accordance with generally accepted accounting principles to be fully consolidated with those of the Issuer.

4.2 Disposals

The Issuer will not, and will ensure that none of its Principal Subsidiaries (as defined in Condition 10) will (whether by a single transaction or a number of related or unrelated transactions and whether at the same time or over a period of time) sell, transfer or otherwise dispose of any asset if the aggregate value of the assets being disposed, together with those assets previously disposed of since the Issue Date of the relevant Note, at any time exceeds 30 per cent. of the consolidated gross assets of the Issuer (as shown by the latest audited balance sheet of the Issuer) provided, however, that such disposal of assets shall not include assets sold or disposed to a trust or a financial institution as part of any asset backed securities transactions or other like arrangement where the payment obligations in respect of the indebtedness whether or not secured by the relevant security interest are to be discharged from the revenues generated by assets over which such security interest is created, if any (including, without limitation, receivables).

4.3 NDRC Post-issue Registration

The Issuer will, where the NDRC Circular applies to the relevant Tranche of Notes, provide or cause to be provided a notification of the requisite information and documents in connection with such Tranche of Notes to the NDRC within the prescribed timeframe after the relevant Issue Date in accordance with the NDRC Circular (the NDRC Post-issue Registration), and the Issuer undertakes to give notice to the Noteholders in accordance with Condition 14 confirming submission of the NDRC Post-issue Registration as soon as practicable following the NDRC Post-issue Registration.

The Trustee shall have no obligation to monitor and ensure the completion of the NDRC Post-issue Registration on or before the deadline referred to above or to verify the accuracy, validity and/or genuineness of any documents in relation to or in connection with the NDRC Post-issue Registration or to give notice to the Noteholders confirming the completion of the NDRC Post-issue Registration. The Trustee shall not be liable to the Noteholders or any other person for not doing so.

For the purpose of this Condition 4.3:

(a)

NDRC means the National Development and Reform Commission of the People's Republic of China

or its local counterparts; and

(b)

NDRC Circular means the Circular on Promoting the Reform of the Administrative System on the

Issuance by Enterprises of Foreign Debt Filings and Registrations (਷࢕೯࢝ҷࠧ։ᗫ׵પආΆุ೯

Б̮ව௪ࣩ೮াՓ၍ଣҷࠧٙஷٝ(೯ҷ̮༟[2015]2044)) issued by the NDRC and which came

into effect on 14 September 2015, and other applicable implementation rules, regulations,

certificates, circulars, notices or policies thereof as issued by the NDRC from time to time.

5.

Interest

5.1

Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest on its outstanding nominal amount (or, if it is a Partly Paid Note, the nominal amount paid up) from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.

If the Notes are in definitive form, except as provided in the applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Pricing Supplement, amount to the Broken Amount so specified.

As used in these Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Pricing Supplement, interest shall be calculated in respect of any period by applying the Rate of Interest to:

  • (a) in the case of Fixed Rate Notes which are represented by a Global Note or Global Certificate, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note or Global Certificate (or, if they are Partly Paid Notes, the aggregate amount paid up); or

  • (b) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination without any further rounding.

If a Business Day Convention is specified in the applicable Pricing Supplement and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

  • (a) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or

  • (b) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

  • (c) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

For the purposes of these Conditions:

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5.1:

  • (a) if" Actual/Actual (ICMA)" is specified in the applicable Pricing Supplement:

    • (i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Pricing Supplement) that would occur in one calendar year; or

    • (ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

      • (A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

      • (B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year;

  • (b) if "30/360" is specified in the applicable Pricing Supplement, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360; and

  • (c) if "Actual/365 (Fixed)" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365;

Business Day means a day which is both:

  • (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Hong Kong and any Additional Business Centre specified in the applicable Pricing Supplement; and

  • (b) either (i) in relation to any sum payable in a Specified Currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than Hong Kong and any Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (ii) in relation to any sum payable in Euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open or (iii) in relation to any sum payable in CNY, a day (other than a Saturday, Sunday or public holiday) on which commercial banks in Hong Kong are generally open for business and settlement of CNY payments in Hong Kong;

Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and

sub-unit means, with respect to any currency other than Euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to Euro, one cent.

5.2 Interest on Floating Rate Notes and Index Linked Interest Notes

5.2.1 Interest Payment Dates

Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding nominal amount (or, if it is a Partly Paid Note, the nominal amount paid up) from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

  • (i) the Specified Interest Payment Date(s) in each year specified in the applicable Pricing Supplement; or

  • (ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Pricing Supplement, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Pricing Supplement after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period (which expression shall, in these Conditions, mean the period from (and including) an Interest Payment Date (or the Interest

Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

If a Business Day Convention is specified in the applicable Pricing Supplement and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

  • (A) in any case where Specified Periods are specified in accordance with Condition 5.2.1(i) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls in the Specified Period after the preceding applicable Interest Payment Date occurred; or

  • (B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or

  • (C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

  • (D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

In these Conditions, Business Day means a day which is both:

  • (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Hong Kong and any Additional Business Centre specified in the applicable Pricing Supplement; and

  • (b) either (i) in relation to any sum payable in a Specified Currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than Hong Kong and any Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (ii) in relation to any sum payable in Euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open or (iii) in relation to any sum payable in CNY, a day (other than a Saturday, Sunday or public holiday) on which commercial banks in Hong Kong are generally open for business and settlement of CNY payments in Hong Kong.

5.2.2 Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner specified in the applicable Pricing Supplement.

(i) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Pricing Supplement) the Margin (if any). For the purposes of this subparagraph 5.2.2(i), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Issuing and Paying Agent under an interest rate swap transaction if the Issuing and Paying Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions) and under which:

  • (A) the Floating Rate Option is as specified in the applicable Pricing Supplement;

  • (B) the Designated Maturity is a period specified in the applicable Pricing Supplement; and

  • (C) the relevant Reset Date is either (a) if the applicable Floating Rate Option is based on the London interbank offered rate (LIBOR), the Euro-zone interbank offered rate (EURIBOR) or the Hong Kong interbank offered rate (HIBOR), the first day of that Interest Period or (b) in any other case, as specified in the applicable Pricing Supplement.

For the purposes of this subparagraph 5.2.2(i), (Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date) have the meanings given to those terms in the ISDA Definitions.

Unless otherwise stated in the applicable Pricing Supplement the Minimum Rate of Interest shall be deemed to be zero.

(ii) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

  • (A) the offered quotation; or

  • (B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR, or Hong Kong time, in the case of HIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Pricing Supplement) the Margin (if any), all as determined by the Issuing and Paying Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Issuing and Paying Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (A) above, no such offered quotation appears or, in the case of (B) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph.

If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Pricing Supplement as being other than LIBOR, EURIBOR or HIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Pricing Supplement.

5.2.3 Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph 5.2.2 above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the applicable Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph 5.2.2 above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

5.2.4 Determination of Rate of Interest and calculation of Interest Amounts

The Issuing and Paying Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the Issuing and Paying Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

The Issuing and Paying Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to:

  • (i) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note or Global Certificate, the aggregate outstanding nominal amount of the Notes represented by such Global Note or Global Certificate (or, if they are Partly Paid Notes, the aggregate amount paid up); or

  • (ii) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination without any further rounding.

For the purposes of these Conditions:

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5.2:

  • (i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);

  • (ii) if "Actual/365 (Fixed)" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365;

(iii) if "Actual/365 (Sterling)" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

  • (iv) if "Actual/360" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 360;

  • (v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

Day Count Fraction

=

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

Day Count Fraction

=

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30; and

(vii) if "30E/360 (ISDA)" is specified in the applicable Pricing Supplement, the number of days in the

Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

Day Count Fraction

=

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.

5.2.5 Notification of Rate of Interest and Interest Amounts

The Issuing and Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the fourth Hong Kong Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 14. For the purposes of this paragraph, the expression Hong Kong Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in Hong Kong.

5.2.6 Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5.2, whether by the Issuing and Paying Agent or, if applicable, the Calculation Agent, shall (in the absence of wilful misconduct, fraud, gross negligence, manifest error or proven error) be binding on the Issuer, the Issuing and Paying Agent, the Calculation Agent (if applicable), the other Agents and all Noteholders, Receiptholders and Couponholders and (in the absence of wilful misconduct, fraud or gross negligence) no liability to the Issuer, the Noteholders, the Receiptholders or the Couponholders shall attach to the Issuing and Paying Agent, if applicable, the Calculation Agent, the Trustee or any other Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

5.3 Interest on Dual Currency Interest Notes

The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Pricing Supplement.

5.4 Interest on Partly Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Pricing Supplement.

5.5 Accrual of interest

Each interest-bearing Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue both before and after judgment in accordance with these Conditions until whichever is the earlier of:

  • (a) the date on which all amounts due in respect of such Note have been paid; and

  • (b) as provided in the Notes Trust Deed.

6. Payments

6.1 Method of payment

Subject as provided below:

  • (a) payments in a Specified Currency other than Euro or CNY will be made by credit or transfer to an account in the relevant Specified Currency (which, in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively);

  • (b) payments in Euro will be made by credit or transfer to a Euro account (or any other account to which Euro may be credited or transferred) specified by the payee or, at the option of the payee, by a Euro cheque;

  • (c) payments in CNY will be made by transfer to a CNY account maintained by or on behalf of the Noteholder with a bank in Hong Kong.

Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8.

6.2 Presentation of Definitive Notes, Receipts and Coupons

Payments of principal in respect of Definitive Notes will (subject as provided below) be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Definitive Notes, and payments of interest in respect of Definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case during normal business hours at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)).

Payments of instalments of principal (if any) in respect of Definitive Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Definitive Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the Definitive Note to which it appertains. Receipts presented without the Definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.

Fixed Rate Notes in definitive bearer form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the caseof payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note.

If the due date for redemption of any Definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant Definitive Note.

6.3 Payments in respect of Global Notes

Payments of principal and interest (if any) in respect of any Global Note will (subject as provided below) be made in the manner specified above in relation to Definitive Notes or otherwise in the manner specified in the relevant Global Note (i) in the case of a Global Note lodged with the CMU Service to the CMU Accountholders and payment made in accordance thereof shall discharge the obligation of the Issuer in respect of that payment, or (ii) in the case of a Global Note not lodged with the CMU Service, against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States during normal business hours. A record of each payment made in respect any Global Note, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note (in the case of a Global Note not lodged with the CMU Service) against presentation by the Paying Agent to which it was presented or (in the case of a Global Note lodged with the CMU Service) on withdrawal of such Global Note by the CMU Lodging and Paying Agent, or in the records of Euroclear, Clearstream, DTC or the CMU Service, as applicable.

6.4 Payments in respect of Registered Notes

Payments of principal (other than instalments of principal prior to the final instalment) in respect of each Registered Note will be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Registered Note during normal business hours at the specified office of the Registrar or the U.S. Registrar (as applicable) or any of the Paying Agents. Such payments will be made by transfer to the Designated Account (as defined below) of the holder (or the first named of joint holders) of the Registered Note appearing in the register of holders of the Registered Notes maintained by the Registrar (the Register) (i) where in global form, at the close of the business day (being for this purpose,in respect of Notes clearing through Euroclear and Clearstream, a day on which Euroclear and Clearstream, are open for business, in respect of Notes clearing through DTC, a day on which DTC is open for business and in respect of Notes clearing through the CMU Service, a day on which the CMU Service is open for business) before the relevant due date, and (ii) where in definitive form, at the close of business on the third business day (being for this purpose a day on which banks are open for business in the city where the specified office of the Registrar is located) before the relevant due date. Notwithstanding the previous sentence, for payments in any Specified Currency other than CNY, if (a) a holder does not have a Designated Account or (b) the principal amount of the Notes held by a holder is less than U.S.$250,000 (or its approximate equivalent in any other Specified Currency), payment will instead be made by a cheque in the Specified Currency drawn on a Designated Bank (as defined below). Designated Account means the account (which, in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) maintained by a holder with a Designated Bank and identified as such in the Register and Designated Bank means (in the case of payment in a Specified Currency other than Euro and CNY) a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively) and (in the case of a payment in Euro) any bank which processes payments in Euro and (in the case of a payment in CNY) a bank in Hong Kong.

Payments of interest and payments of instalments of principal (other than the final instalment) in respect of each Registered Note (whether or not in global form) will be made by transfer to the Designated Account of the holder of the Registered Note or (in respect of any Specified Currency other than CNY) by a cheque in the Specified Currency drawn on a Designated Bank and mailed by uninsured mail on the business day in the city where the specified office of the Registrar is located on the relevant due date to the holder (or the first named of joint holders) of the Registered Note appearing in the Register (i) where in global form, at the close of the business day (being for this purpose, in respect of Notes clearing through Euroclear and Clearstream, a day on which Euroclear and Clearstream are open for business, in respect of Notes clearing through DTC, a day on which DTC is open for business and in respect of Notes clearing through the CMU Service, a day on which the CMU Service is open for business) before the relevant due date, and (ii) where in definitive form, at the close of business on the fifth day (in the case of CNY) or the fifteenth day (in the case of a currency other than CNY, whether or not such fifteenth day is a business day) before the relevant due date (the Record Date) at his address shown in the Register on the Record Date and at his risk.

Upon application of the holder to the specified office of the Registrar not less than three business days in the city where the specified office of the Registrar is located before the due date for any payment of interest or an instalment of principal (other than the final instalment) in respect of a Registered Note, the payment may be made by transfer on the due date in the manner provided in the preceding paragraph. Any such application for transfer shall be deemed to relate to all future payments of interest (other than interest due on redemption) and instalments of principal (other than the final instalment) in respect of the Registered Notes which become payable to the holder who has made the initial application until such time as the Registrar is notified in writing to the contrary by such holder. Payment of the interest due in respect of each Registered Note on redemption and the final instalment of principal will be made in the same manner as payment of the principal amount of such Registered Note.

Holders of Registered Notes will not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any Registered Note as a result of a cheque posted in accordance with this Condition arriving after the due date for payment or being lost in the post. No commissions or expenses shall be charged to such holders by the Registrar in respect of any payments of principal or interest in respect of the Registered Notes.

All amounts payable to DTC or its nominee as registered holder of Global Certificate in registered form in respect of Notes denominated in a Specified Currency other than U.S. dollars shall be paid by transfer by the U.S. Paying Agent to an account in the relevant Specified Currency of the U.S. Exchange Agent on behalf of DTC or its nominee for conversion into and payment in U.S. dollars in accordance with the provisions of the Agency Agreement.

In the case of Registered Note held through the CMU Service, payment will be made to the CMU Accountholders and such payment shall discharge the obligations of the Issuer in respect of that payment.

None of the Issuer, the Trustee or the Agents will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Certificates or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

6.5 General provisions applicable to payments

The holder of a Global Note or a Global Certificate (if the Global Note or the Global Certificate is not lodged with the CMU Service) or the CMU Accountholder (if the Global Note or the Global Certificate is lodged with the CMU Service) shall be the only person(s) entitled to receive payments in respect of Notes represented by such Global Note or Global Certificate or such CMU Accountholder (as the case may be) and the Issuer will be discharged by payment to, or to the order of, the holder of such Global Note or Global Certificate or such CMU Accountholder in respect of each amount so paid. Each of the persons shown in the records of Euroclear, Clearstream, DTC or the CMU Service as the beneficial holder of a particular nominal amount of Notes represented by such Global Note or Global Certificate must look solely to Euroclear, Clearstream, DTC or the CMU Service, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such Global Note or Global Certificate.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Bearer Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:

  • (a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Bearer Notes in the manner provided above when due;

  • (b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and

  • (c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.

6.6 Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day (as defined below), the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 9) is:

  • (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:

    • (i) the relevant place of presentation (if the Notes are in definitive form);

    • (ii) Hong Kong; and

    • (iii) each Additional Financial Centre specified in the applicable Pricing Supplement; and

  • (b) either (A) in relation to any sum payable in a Specified Currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (B) in relation to any sum payable in Euro, a day on which the TARGET2 System is open or (C) in relation to any sum payable in CNY, a day on which banks and foreign exchange markets are open for business and settlement of CNY payments in Hong Kong; and

  • (c) in the case of any payment in respect of a Global Certificate denominated in a Specified Currency other than U.S. dollars and registered in the name of DTC or its nominee and in respect of which an accountholder of DTC (with an interest in such Global Certificate) has elected to receive any part of such payment in U.S. dollars, a day other than a Saturday or Sunday or any other day on which commercial banks are not authorised or required by law or regulation to be closed in New York City.

6.7 Interpretation of principal and interest

Any reference in these Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

  • (a) any Additional Amounts (as defined in Condition 8) which may be payable with respect to principal under Condition 8 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Notes Trust Deed;

  • (b) the Final Redemption Amount of the Notes;

  • (c) the Early Redemption Amount of the Notes;

  • (d) the Optional Redemption Amount(s) (if any) of the Notes;

  • (e) in relation to Notes redeemable in instalments, the Instalment Amounts (as set out in the Pricing Supplement);

  • (f) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7.6); and

  • (g) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

Any reference in these Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any Additional Amounts which may be payable with respect to interest under Condition 8 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Notes Trust Deed.

7. Redemption and Purchase

7.1 Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date.

7.2 Redemption for tax reasons

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than 30 nor more than 60 days' notice (a Tax Redemption Notice) to the Trustee and the Issuing and Paying Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that:

  • (a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws or regulations (including a decision by a court of competent jurisdiction), which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, provided that in the case of the People's Republic of China, such change or amendment has resulted in the rate of any withholding or deduction being in excess of 10 per cent.; and

  • (b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the Notes then due.

Prior to the publication of any Tax Redemption Notice pursuant to this Condition, the Issuer shall deliver to the Trustee a certificate signed by one authorised signatory of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal or tax advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such Additional Amounts as a result of such change or amendment and the Trustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders, the Receiptholders and the Couponholders, notwithstanding that such certificate may contain a monetary or other limitation or any exclusion of liability of the Issuer.

Notes redeemed pursuant to this Condition 7.2 will be redeemed at their Early Redemption Amount referred to in Condition 7.6 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

7.3 Redemption at the option of the Issuer (Issuer Call)

If Issuer Call is specified in the applicable Pricing Supplement, the Issuer may, having given:

  • (a) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 14; and

  • (b) not less than five business days before the giving of the notice referred to in Condition 7.3(a) above, notice to the Trustee, the Issuing and Paying Agent and, in the case of a redemption of Registered Notes, the Registrar;

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. If the Notes are to be redeemed in part only, any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Pricing Supplement. In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, (i) in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear, Clearstream and/or DTC (to be reflected in the records of Euroclear, Clearstream and/or DTC (as applicable) as either a pool factor or a reduction in nominal amount, at their discretion) and/or the CMU Service (as appropriate); and (ii) in the case of Redeemed Notes represented by a Global Note or Global Certificate, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 15 days prior to the date fixed for redemption. The aggregate nominal amount of Redeemed Notes represented by definitive Notes shall bear the same proportion to the aggregate nominal amount of all Redeemed Notes as the aggregate nominal amount of definitive Notes outstanding and Notes outstanding represented by such Global Note or Global Certificate, respectively, bears to the aggregate nominal amount of the Notes outstanding, in each case on the Selection Date, provided that, if necessary, appropriate adjustments shall be made to such nominal amounts to ensure that each represents an integral multiple of the Calculation Amount. No exchange of the relevant Global Note or Global Certificate will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this Condition 7.3 and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 14 at least five days prior to the Selection Date.

7.4 Redemption at the option of the Noteholders (Investor Put)

If Investor Put is specified in the applicable Pricing Supplement, upon the holder of any Note giving to the Issuer in accordance with Condition 14 not less than 15 nor more than 30 days' notice (or such other notice period as is specified in the applicable Pricing Supplement) (which notice shall be irrevocable save as provided below) the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Pricing Supplement, such Note on the Optional Redemption Date and at the relevant Optional Redemption Amount as specified in, or determined in the manner specified in, the applicable Pricing Supplement, together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Registered Notes may be redeemed under this Condition 7.4 in any multiple of their lowest Specified Denomination. It may be that before an Investor Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Pricing Supplement. Such option shall operate as set out below.

To exercise the right to require redemption of the Notes pursuant to this Condition 7.4, the holder of each Note must, if such Note is in definitive form and held outside Euroclear, Clearstream, DTC and the CMU Service, deliver at the specified office of any Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes), at any time during the normal business hours of such Paying Agent or, as the case may be, the Registrar on any Business Day (as defined in Condition 5) falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent or, as the case may be, the Registrar (a Put Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition and, in the case of Registered Notes, the nominal amount thereof to be redeemed and, if less than the full nominal amount of the Registered Notes so surrendered is to be redeemed, an address to which a new Registered Note in respect of the balance of such Registered Notes is to be sent subject to and in accordance with the provisions of Condition 2.2. If such Note is in definitive bearer form, the Put Notice must be accompanied by such Note or evidence satisfactory to the Paying Agent concerned that such Note will, following delivery of the Put Notice, be held to its order or under its control.

If such Note is represented by a Global Note or Global Certificate or is in definitive form and held through Euroclear, Clearstream, DTC or the CMU Service, to exercise the right to require redemption of such Note the holder of such Note must, within the notice period, give notice to the Issuing and Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) of such exercise in accordance with the standard procedures of Euroclear, Clearstream, DTC and the CMU Service (which may include notice being given on his instruction by Euroclear, Clearstream, DTC or any common depositary, as the case may be, for them to the Issuing and Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) by electronic means or notice being given to the CMU Lodging and Paying Agent) in a form acceptable to Euroclear, Clearstream, DTC and the CMU Service from time to time.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear, Clearstream, DTC and the CMU Service given by a holder of any Note pursuant to this Condition 7.4 shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 10, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this Condition 7.4.

7.5 Redemption in the case of Minimal Outstanding Amount

If so specified in the applicable Pricing Supplement, the Issuer may at its option, at any time, on giving not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 14 and the Trustee (which notice will be irrevocable), redeem, in whole but not in part, the Notes at their principal amount together with any interest accrued to the date fixed for redemption, provided that prior to the date of such notice at least 80 per cent. in principal amount of the Notes originally issued has already been redeemed or purchased and cancelled.

7.6 Early Redemption Amounts

For the purpose of Condition 7.2 above and Condition 10, each Note will be redeemed at its Early Redemption Amount calculated as follows:

  • (a) in the case of a Note (other than a Zero Coupon Note, an Instalment Note and a Partly Paid Note) with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;

  • (b) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and a Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in, or determined in the manner specified in, the applicable Pricing Supplement or, if no such amount or manner is so specified in the applicable Pricing Supplement, at its nominal amount; or

  • (c) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in accordance with the following formula:

    Early Redemption Amount = RP x (1 + AY)y where:

    RP means the Reference Price;

    AY means the Accrual Yield expressed as a decimal; and

    y is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360, or on such other calculation basis as may be specified in the applicable Pricing Supplement.

7.7 Instalments

Instalment Notes will be redeemed in the Instalment Amounts (as set out in the Pricing Supplement) and on the Instalment Dates (as set out in the Pricing Supplement). In the case of early redemption, the Early Redemption Amount will be determined pursuant to Condition 7.6.

7.8 Partly Paid Notes

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Pricing Supplement.

7.9 Purchases

The Issuer or any Subsidiary of the Issuer may at any time purchase Notes (provided that, in the case of Definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer, surrendered to any Paying Agent and/or the Registrar for cancellation.

7.10 Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and the Notes purchased and cancelled pursuant to Condition 7.9 above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Issuing and Paying Agent and cannot be reissued or resold.

7.11 Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 7.1, 7.2, 7.3 or 7.4 above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 7.6(c) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

(a)

the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(b)

five days after the date on which the full amount of the moneys payable in respect of such Zero

Coupon Notes has been received by the Issuing and Paying Agent or the Trustee and notice to that

effect has been given to the Noteholders in accordance with Condition 14.

8.

Taxation

All payments of principal, premium and interest by or on behalf of the Issuer in respect of the Notes, Receipts and Coupons by the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (Taxes) imposed or levied by or on behalf of a Tax Jurisdiction, unless the withholding or deduction of Taxes is required by law. In that event, the Issuer will pay such additional amounts (Additional Amounts) as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of the withholding or deduction; except that no such Additional Amounts shall be payable with respect to any Note, Receipt or Coupon:

  • (a) presented for payment by or on behalf of a holder who is liable for the Taxes in respect of such Note, Receipt or Coupon by reason of his having some connection with such Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon;

  • (b) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim; or

  • (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder thereof would have been entitled to an Additional Amount on presenting the same for payment on the thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6.6).

For the purposes of these Conditions:

  • (a) Tax Jurisdiction means Hong Kong and the People's Republic of China, or any political subdivision or any authority thereof or therein having power to tax; and

  • (b) Relevant Date means the date on which the payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee, the Issuing and Paying Agent or the Registrar, as the case may be, on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders by the Issuer in accordance with Condition 14.

The Issuer or any of its agents making a payment on its behalf shall be permitted to withhold or deduct from any payment of principal or interest any amounts (i) required by the rules of U.S. Internal Revenue Code of 1986 (the Code) Sections 1471 through 1474 (or any amended or successor provisions), any regulations or agreements thereunder, any official interpretation thereof, or (without prejudice to the provisions of this Condition 8) any law implementing an inter-governmental approach thereto, (ii) pursuant to any inter-governmental agreement or implementing legislation adopted by another jurisdiction in connection with these provisions, or (iii) pursuant to any agreement with the U.S. Internal Revenue Service (FATCA withholding), as a result of a holder, beneficial owner or an intermediary that is not an agent of the Issuer not being entitled to receive such payment free of FATCA withholding. The Issuer and its agents will have no liability for or have any obligation to pay Additional Amounts in respect of any such FATCA withholding deducted or withheld by the Issuer, any of its agents or any other party.

References in these Conditions to principal, interest and/or premium shall be deemed also to refer to any Additional Amounts which may be payable under this Condition or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Notes Trust Deed.

9. Prescription

The Notes (whether in bearer or registered form), Receipts and Coupons will become void unless presented for payment within a period of five years after the Relevant Date (as defined in Condition 8) therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 6.2 or any Talon which would be void pursuant to Condition 6.2.

10. Events of Default

10.1 Events of Default

The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemnified and/or secured and/or pre-funded to its satisfaction), give notice in writing to the Issuer that each Note is, and each Note shall thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest as provided in the Notes Trust Deed if any of the following events (each an Event of Default) shall occur:

(a) if default is made in the payment of any principal, premium (if any) or interest due in respect of the Notes or any of them and the default continues for a period of 5 days; or

  • (b) if the Issuer does not perform or comply with one or more of its other obligations under the Conditions, the Agency Agreement or the Notes Trust Deed and (except in any case where the failure is incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days next following the service by the Trustee on the Issuer of notice requiring the same to be remedied; or

  • (c) if (i) any other present or future indebtedness of the Issuer or any of its Principal Subsidiaries for or in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), other than at the option of the Issuer or such Principal Subsidiary or any person entitled to such indebtedness (for the avoidance of doubt, excluding any person to which such indebtedness is owed), (ii) any such indebtedness is not paid when due or, as the case may be, within any originally applicable grace period or (iii) the Issuer or any of its Principal Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 10.1(c) have occurred equals or exceeds U.S.$35,000,000 (or its equivalent in any other currency or currencies); or

  • (d) if a distress, attachment, execution or other legal process is levied, enforced or sued out on or against any material part of the property, assets or revenues of the Issuer or any of the Principal Subsidiaries and is not discharged or stayed within 30 days; or

  • (e) if any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any of the Principal Subsidiaries becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver manager or other similar person); or

  • (f) if the Issuer or any of the Principal Subsidiaries is (or could be deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any material part of (or of a particular type of) the debts of the Issuer or any of the Principal Subsidiaries; or

  • (g) if an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer or any of the Principal Subsidiaries, or the Issuer or any of the Principal Subsidiaries ceases or threatens to cease to carry on all or a material part of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation

    (i) on terms approved by Extraordinary Resolution of the Noteholders or (ii) in the case of a

    Principal Subsidiary, whereby the undertaking and assets of the Principal Subsidiary are transferred to or otherwise vested in the Issuer or another of its Subsidiaries; or

  • (h) if any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable the Issuer to lawfully enter into, exercise its rights and perform and comply with its obligations under or in respect of the Notes, the Agency Agreement and the Notes Trust Deed, (ii) to ensure that those obligations are legal, valid, binding and enforceable and (iii) to make the Notes, the Agency Agreement and the Notes Trust Deed admissible in evidence in the courts of Hong Kong is not taken, fulfilled or done; or

  • (i) if it is or will become unlawful for the Issuer to perform or comply with any one or more of its obligations under or in respect of any of the Notes, the Agency Agreement or the Notes Trust Deed; or

  • (j) if any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs of this Condition 10.

For the purposes of these Conditions, Principal Subsidiary means any Subsidiary of the Issuer:

  • (a) whose gross revenues (consolidated in the case of a Subsidiary which has Subsidiaries) attributable to the Issuer, as shown by its latest audited statement of comprehensive income are at least 10 per cent. of the consolidated gross revenues as shown by the latest published audited statement of comprehensive income of the Issuer and its consolidated Subsidiaries; or

  • (b) whose profits before taxation and exceptional items (pre-tax profit) (consolidated in the case of a Subsidiary which itself has Subsidiaries) attributable to the Issuer, as shown by its latest audited statement of comprehensive income, are at least 10 per cent. of the consolidated pre-tax profit as shown by the latest published audited consolidated statement of comprehensive income of the Issuer and its consolidated Subsidiaries, including, for the avoidance of doubt, the Issuer and its consolidated Subsidiaries' share or profits of Subsidiaries not consolidated and of associated entities and after adjustments for minority interests; or

  • (c) whose gross assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) attributable to the Issuer, as shown by its latest audited balance sheet, are at least 10 per cent. of the consolidated gross assets of the Issuer and its Subsidiaries as shown by the latest published audited consolidated balance sheet of the Issuer and its Subsidiaries, including the investment of the Issuer and its consolidated Subsidiaries in each Subsidiary whose accounts are not consolidated with the consolidated audited accounts of the Issuer and of associated companies and after adjustment for minority interests;

    provided that, in relation to paragraphs (a), (b) and (c) above:

    • (i) in the case of a corporation or other business entity becoming a Subsidiary after the end of the financial period to which the latest consolidated audited accounts of the Issuer relate, the reference to the then latest consolidated audited accounts of the Issuer and its Subsidiaries for the purposes of the calculation above shall, until consolidated audited accounts of the Issuer for the financial period in which the relevant corporation or other business entity becomes a Subsidiary are published be deemed to be a reference to the then latest consolidated audited accounts of the Issuer and its Subsidiaries adjusted to consolidate the latest audited accounts (consolidated in the case of a Subsidiary which itself has Subsidiaries) of such Subsidiary in such accounts;

    • (ii) if at any relevant time in relation to the Issuer or any Subsidiary which itself has Subsidiaries no consolidated accounts are prepared and audited, gross income, pre-tax profit or gross assets of the Issuer and/or any such Subsidiary shall be determined on the basis of pro forma consolidated accounts prepared for this purpose by the Issuer for the purposes of preparing a certificate thereon to the Trustee;

(iii) if at any relevant time in relation to any Subsidiary, no accounts are audited, its gross assets

(consolidated, if appropriate) shall be determined on the basis of pro forma accounts (consolidated, if appropriate) of the relevant Subsidiary prepared for this purpose by the Issuer for the purposes of preparing a certificate thereon to the Trustee; and

(iv) if the accounts of any subsidiary (not being a Subsidiary referred to in proviso (i) above) are not consolidated with those of the Issuer, then the determination of whether or not such subsidiary is a Principal Subsidiary shall be based on a pro forma consolidation of its accounts (consolidated, if appropriate) with the consolidated accounts (determined on the basis of the foregoing) of the Issuer, or

(d) any Subsidiary of the Issuer to which is transferred the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transfer was a Principal Subsidiary shall become a Principal Subsidiary at the date on which the first published audited accounts (consolidated, if appropriate) of the Issuer prepared as of a date later than such transfer are issued, provided that the Principal Subsidiary which so transfers its assets shall forthwith upon such transfer cease to be a Principal Subsidiary unless such Subsidiary which so transfers its assets would continue to be a Principal Subsidiary on the basis of such accounts by virtue of the provisions of paragraph (a), (b) or (c) above.

A certificate prepared by an authorised signatory of the Issuer whether or not addressed to the Trustee, that in their opinion, a Subsidiary is or is not, or was or was not, a Principal Subsidiary may be relied upon by the Trustee without further enquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest error, be conclusive and binding on all parties, notwithstanding that such certificate may contain a monetary or other limitation or an exclusion of liability of the Issuer.

10.2 Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer as it may think fit to enforce the provisions of the Notes Trust Deed, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Notes Trust Deed, the Notes, the Receipts or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding and (ii) it shall have been indemnified, secured and/or pre-funded to its satisfaction.

No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing, in which case the Noteholders, Receiptholders or Couponholders shall have only such rights against the Issuer as those which the Trustee is entitled to exercise as set out in this Condition 10.

10.3 Extent of Holders' remedy

No remedy against the Issuer, other than as referred to in this Condition 10, shall be available to the Trustee or the Noteholders, Receiptholders or Couponholders, whether for the recovery of amounts owing in respect of the Notes or under the Notes Trust Deed or in respect of any breach by the Issuer of any of its other obligations under or in respect of the Notes or under the Notes Trust Deed, as the case may be.

11. Replacement of Notes, Receipts, Coupons and Talons

Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Issuing and Paying Agent (in the case of Bearer Notes, Receipts or Coupons) or the Registrar (in the case of Registered Notes) upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

12. Agents

The names of the initial Agents and their initial specified offices are set out below.

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Agent and/or appoint additional or other Agents and/or approve any change in the specified office through which any Agent acts, provided that:

  • (a) there will at all times be a Paying Agent and a Registrar, including a U.S. Paying Agent or a U.S. Registrar (as applicable);

  • (b) so long as the Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Notes) (or a U.S. Paying Agent, as the case may be) and a Registrar and Transfer Agent (in the case of Registered Notes) (or a U.S. Registrar and U.S. Transfer Agent, as the case may be) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and

  • (c) so long as any of the Global Certificates denominated in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be a U.S. Exchange Agent.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.

In acting under the Agency Agreement, the Agents act solely as agents of the Issuer and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.

13. Exchange of Talons

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of any Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.

14. Notices

All notices regarding the Notes will be deemed to be validly given if published in a leading daily newspaper of general circulation in Hong Kong. It is expected that any such publication in a newspaper will be made in the South China Morning Post in Hong Kong. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or any other relevant authority on which the Bearer Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve.

All notices regarding Registered Notes will be deemed to be validly given if (a) sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective addresses recorded in the Register and will be deemed to have been given on the day after mailing and (b) if and for so long as any Registered Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Issuing and Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes).

Receiptholders and Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with this Condition.

15. Meetings of Noteholders, Modification, Waiver and Substitution

15.1 Meeting of Noteholders

The Notes Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Notes Trust Deed. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than ten per cent., in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing more than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, the Receipts or the Coupons or the Notes Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, the Receipts or the Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-quarter in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders. The Notes Trust Deed provides that a written resolution signed by or on behalf of the Holders of not less than 90 per cent. of the nominal amount of Notes for the time being outstanding shall be as valid and effective as a duly passed Extraordinary Resolution.

15.2 Modifications

The Trustee and the Issuer may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to:

  • (a) any modification (except such modification in respect of which an increased quorum is required as mentioned above) of the Notes, the Receipts, the Coupons, the Agency Agreement or the Notes Trust Deed which in the Trustee's opinion is not materially prejudicial to the interests of the Noteholders; or

  • (b) any modification of the Notes, the Receipts, the Coupons, the Agency Agreement or the Notes Trust Deed which is of a formal, minor or technical nature or is made to correct a manifest or proven error or to comply with mandatory provisions of the law.

The Trustee may agree, at the direction of the Noteholders, Receiptholders or Couponholders through an Extraordinary Resolution, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Notes Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which is of a formal, minor or technical nature or to correct a manifest error or an error which, in the opinion of the Trustee, is proven. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

15.3 Interests of Holders

In connection with the exercise by it of its functions, rights, powers and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders, Receiptholders or Couponholders except to the extent already provided for in Condition 8 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 8 pursuant to the Notes Trust Deed.

The Trustee may, at the direction of the Noteholders through an Extraordinary Resolution, agree with the Issuer, to the substitution in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Notes, Receipts, Coupons and the Notes Trust Deed of another company, being a Subsidiary of the Issuer, subject to (a) the Notes being unconditionally and irrevocably guaranteed by the Issuer, (b) the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution and (c) certain other conditions set out in the Notes Trust Deed being complied with.

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Far East Horizon Ltd. published this content on 04 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2021 04:06:02 UTC.