Obligation Bank of China (Luxembourg Branch) 0.75% ( XS1437623355 ) en EUR

Bank of China (Luxembourg Branch)

100.011 % ⇌

Chine

XS1437623355 ( en EUR )

0.75% par an ( paiement annuel )

12/07/2021 - Obligation échue

Prospectus brochure de l'obligation Bank of China (Luxembourg Branch) XS1437623355 en EUR 0.75%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par Bank of China (Luxembourg Branch) ( Chine ) , en EUR, avec le code ISIN XS1437623355, paye un coupon de 0.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/07/2021

BANK OF CHINA LIMITED

(a joint stock company incorporated in the People's Republic of China with limited liability)

U.S.$750,000,000 Floating Rate Notes due 2019
U.S.$500,000,000 1.875 per cent. Notes due 2019
U.S.$1,000,000,000 2.250 per cent. Notes due 2021
EUR500,000,000 0.750 per cent. Notes due 2021
issued under the
U.S.$20,000,000,000 Medium Term Note Programme
______________
These Listing Particulars are prepared in connection with the U.S.$20,000,000,000 Medium Term Note Programme (the "Programme") established by
Bank of China Limited (the "Bank"), the U.S.$750,000,000 Floating Rate Notes due 2019, U.S.$500,000,000 1.875 per cent. Notes due 2019,
U.S.$1,000,000,000 2.250 per cent. Notes due 2021 and EUR500,000,000 0.750 per cent. Notes due 2021 (together, the "Notes") to be issued by Bank of
China Limited, Luxembourg Branch (the "Issuer") under the Programme. The Offering Circular in respect of the Programme dated 6 June 2016 (the
"Offering Circular"), is set out in Annex A hereto and forms part of these Listing Particulars. Terms defined in the Offering Circular have the same
meaning when used in these Listing Particulars.
Pursuant to the Pilot Programme on Promoting the Reform of the Administrative System on the Size of Foreign Debt Issued by Enterprises in 2016 (
2016 ) (the "Pilot Programme") issued by the National Development and Reform Commission
("NDRC") on 7 June 2016, the Bank, among the 21 pilot enterprises, has been granted a quota of foreign debt to be issued in 2016 (the "Quota") by the
NDRC on 27 May 2016. Under the Pilot Programme, as the Notes will be issued within the Quota, the Bank is not required to complete the pre-issuance
registration in respect of the Notes with the NDRC but is still required to file with the NDRC the requisite information on the issuance of the Notes after the
issuance of such Notes. The Bank intends to provide the requisite information on the issuance of the Notes to the NDRC within the time period prescribed
by the Pilot Programme.
An application has been made to the Luxembourg Stock Exchange (the "LuxSE") in its capacity as competent authority under Part IV of the Luxembourg
Law dated 10 July 2005 on prospectus for securities, as amended (the "Prospectus Law") and the rules and regulations of the LuxSE (the "LuxSE Rules")
to approve this document as a prospectus. An application has also been made for the Notes to be admitted to trading on the Euro MTF market, which is a
market operated by the LuxSE, and listed on the Official List of the LuxSE (the "Official List"). The Euro MTF market is not a regulated market pursuant
to the provisions of the Directive 2004/39/EC. This Prospectus comprises information about the Issuer and the Notes for the purposes of Part 2 of the LuxSE
Rules.
This document does not constitute a prospectus for the purposes of article 3 of Directive 2003/71/EC, as amended (the "Prospectus Directive"). This
Prospectus may only be used for the purposes for which it has been published.
The Notes may not be offered to the public or indirectly to the public unless the requirements of the Prospectus Law have been satisfied.
The LuxSE assumes no responsibility on the correctness of any of the statements made or opinions expressed or reports contained in this Prospectus.
Admission to trading on the Euro MTF market and listing on the Official List of the LuxSE is not to be taken as an indication of the merits of the Issuer or
the Notes. The Issuer accepts responsibility for the information contained in the Offering Circular and these Listing Particulars. To the best of the knowledge
of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the
facts and does not omit anything likely to affect the import of such information.
The financial information and tables containing such information as at and for the years ended 31 December 2013, 2014 and 2015 included in the sections
"Capitalisation", "Description of the Bank", "Risk Management" and "Description of the Group's Assets and Liabilities" in the Offering Circular have been
derived from the audited consolidated financial statements of the Group (as defined herein).
Moody's Investor Service, Inc. ("Moody's") is expected to assign a rating of "A1" to the Notes and Fitch Ratings Ltd. ("Fitch") is expected to assign a
rating of "A" to the Notes. Each of Moody's and Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 (as
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amended) on credit rating agencies. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, revision or
withdrawal at anytime by the assigning rating agency.
The Bank is duly incorporated under the laws of the PRC and operates in conformity with its constitution. The Notes conform with the laws of the PRC and
are duly authorised according to the requirements of the Bank's constitution. All necessary statutory and other consents have been obtained.
The Notes will be issued in registered form and will be represented by a global note in registered form without interest coupons registered in the name of a
nominee of, and deposited with a common depositary for, Euroclear Bank S.A./N.V. and Clearstream Banking, S.A. The Notes constitute freely transferable
securities.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and, subject to certain
exceptions, may not be offered or sold within the United States or to, or for the account of or benefit of, U.S. Persons. The Notes are being offered only
outside the United States to non-U.S. person in offshore transactions in reliance on Regulation S under the Securities Act. See "Subscription and Sale" in the
Offering Circular.
______________
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Bank of China
BofA Merrill Lynch
Crédit Agricole CIB
HSBC

Joint Bookrunners and Joint Lead Managers
BNP PARIBAS
China Construction
Commerzbank
ING
SEB
Bank (Asia)

The date of these Listing Particulars is 6 July 2016.

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The Bank and the Issuer having made all reasonable enquiries confirms that to its best knowledge and belief (i)
these Listing Particulars contains all information with respect to the Issuer, the Bank and its subsidiaries taken as a
whole (the "Group") and the Notes which is material in the context of the issue and offering of the Notes; (ii) the
statements contained herein relating to the Issuer, the Bank, the Group and the Notes are in every material respect
true and accurate and not misleading and there are no other facts in relation to the Issuer, the Bank, the Group or
the Notes, the omission of which would, in the context of the issue and offering of the Notes, make any statement
in these Listing Particulars misleading in any material respect; (iii) the statements of intention, opinion and belief
or expectation contained in these Listing Particulars with regard to the Issuer, the Bank and the Group are honestly
and reasonably made or held, have been reached after considering all relevant circumstances; and (iv) all
reasonable enquiries have been made by the Bank to ascertain such facts and to verify the accuracy of all such
information and statements.
The Notes will be issued on the terms set out in the Offering Circular under "Terms and Conditions of the Notes" as
amended and/or supplemented by the pricing supplements of the Notes set out herein (the "Pricing
Supplements").
The distribution of these Listing Particulars and any Pricing Supplement and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession these Listing Particulars
comes are required by the Issuer and Bank of China Limited, Bank of China (Hong Kong) Limited, BOCI Asia
Limited, Crédit Agricole Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation
Limited, Merrill Lynch International, BNP Paribas, China Construction Bank (Asia) Corporation Limited,
Commerzbank Aktiengesellschaft, ING Bank N.V., Singapore Branch and Skandinaviska Enskilda Banken AB
(publ) in their capacities as managers for the Notes (together, the "Managers") to inform themselves about and to
observe any such restrictions. None of the Issuer, the Bank or the Managers represents that these Listing Particulars
or any Pricing Supplement may be lawfully distributed, or that any Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular,
no action has been taken by the Issuer, the Bank or the Managers, which would permit a public offering of any
Notes or distribution of these Listing Particulars or any Pricing Supplement in any jurisdiction where action for
such purposes is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and none of these
Listing Particulars, any Pricing Supplement or 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.
There are restrictions on the offer and sale of the Notes and the circulation of documents relating thereto, in certain
jurisdictions including, but not limited to, the United States of America, the European Economic Area, the
Netherlands, the United Kingdom, the PRC, Hong Kong, Japan and Singapore, and to persons connected therewith.
If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any
affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be
made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.
The Notes may be offered or sold outside the United States to non-U.S. persons in offshore transactions in
reliance on Regulation S.
For a description of certain restrictions on offers, sales and transfers of Notes and on the distribution of
these Listing Particulars, see "Subscription and Sale" in the Offering Circular.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, 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 the offering of Notes or the accuracy or the adequacy of these
Listing Particulars. Any representation to the contrary is a criminal offence in the United States.
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These Listing Particulars is to be read in conjunction with all documents, which are deemed to be incorporated in
the Offering Circular by reference (see "Information Incorporated by Reference" in the Offering Circular,
including the interim financial statements as at and for the three months ended 31 March 2016 of the Bank
published on The Stock Exchange of Hong Kong Limited). These Listing Particulars shall be read and construed on
the basis that such documents are incorporated and form part of these Listing Particulars.
Listing of the Notes on LuxSE is not to be taken as an indication of the merits of the Issuer, the Bank, the Group or
the Notes. In making an investment decision, investors must rely on their own examination of the Issuer, the Bank,
the Group and the terms of the offering, including the merits and risks involved. See "Risk Factors" in the Offering
Circular for a discussion of certain factors to be considered in connection with an investment in the Notes.
No person has been authorised by the Issuer or the Bank to give any information or to make any representation not
contained in or not consistent with these Listing Particulars or any other document entered into in relation to the
Programme and the sale of Notes and, if given or made, such information or representation should not be relied
upon as having been authorised by the Issuer, the Bank or any Manager.
Neither the delivery of these Listing Particulars or any Pricing Supplement nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in these Listing Particulars
is true subsequent to the date hereof or the date upon which these Listing Particulars has been most recently
amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the prospects or financial or trading position of the Issuer since the date thereof or, if later, the
date upon which these Listing Particulars has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
Neither these Listing Particulars nor any Pricing Supplement constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Bank, the Managers, the
Trustee, the Agents or any director, officer, employee, advisor, representative, agent or affiliate of any such person
or any of them that any recipient of these Listing Particulars or any Pricing Supplement should subscribe for or
purchase any Notes. Each recipient of these Listing Particulars or any Pricing Supplement shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer, the Bank and the
Group.
In connection with the issue of the Notes, any of the Managers appointed and acting in its capacity as
stabilising manager in the Pricing Supplements (the "Stabilising Manager(s)") (or persons acting on behalf
of any Stabilising Manager(s)) in the applicable Pricing Supplement may, to the extent permitted by
applicable laws and rules, over allot the Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must
end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the
allotment of the Notes.
None of the Managers, the Trustee or any Agents has separately verified the information contained in these Listing
Particulars. To the fullest extent permitted by law, none of the Managers, the Trustee or any Agent or any director,
officer, employee, agent or affiliate of any such person 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
these Listing Particulars. To the fullest extent permitted by law, none of the Managers, the Trustee or any Agent or
any director, officer, employee, advisor, representative, agent or affiliate of any such person accepts any
responsibility for the contents of these Listing Particulars or for any other statement made or purported to be made
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by the Managers, the Trustee, any Agent, or any director, officer, employee, advisor, representative, agent or
affiliate of any such person or on its behalf in connection with the Issuer, the Notes or the issue and offering of the
Notes. The Managers, 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 these Listing
Particulars or any such statement.
These Listing Particulars do not describe all of the risks and investment considerations (including those relating to
each investor's particular circumstances) of an investment in Notes of a particular issue. Each potential purchaser
of the Notes should refer to and consider carefully the relevant Pricing Supplement for each particular issue of
Notes, which may describe additional risks and investment considerations associated with such Notes. The risks
and investment considerations identified in these Listing Particulars and the applicable Pricing Supplement are
provided as general information only. Investors should consult their own financial and legal advisors as to the risks
and investment considerations arising from an investment in an issue of Notes and should possess the appropriate
resources to analyse such investment and the suitability of such investment in their particular circumstances.
Neither these Listing Particulars nor any other information provided or incorporated by reference in connection
with the Programme or the Notes are 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 Managers, the Trustee or the Agents or any director,
officer, employee, advisor, representative, agent or affiliate of any such person that any recipient, of these Listing
Particulars or of any such information, should purchase the Notes. Each potential purchaser of the Notes should
make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer, the Bank and the Group. Each potential purchaser of Notes should determine for
itself the relevance of the information contained in these Listing Particulars and its purchase of Notes should be
based upon such investigation, as it deems necessary. None of the Managers, the Trustee or the Agents or any
director, officer, employee, advisor, representative, agent or affiliate of any such person undertakes to review the
financial condition or affairs of the Issuer, the Bank or the Group during the life of the arrangements contemplated
by these Listing Particulars nor to advise any investor or potential investor in the Notes of any information coming
to the attention of any of the Managers, the Trustee, the Agents or any of them.

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TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 7
RECENT DEVELOPMENT .............................................................................................................................. 8
DESCRIPTION OF BANK OF CHINA LIMITED, LUXEMBOURG BRANCH ........................................... 9
NET PROCEEDS .............................................................................................................................................. 11
NOTES BEING ISSUED AS GREEN BONDS ...............................................................................................12
PRICING SUPPLEMENTS ..............................................................................................................................16
TAXATION .......................................................................................................................................................17
OTHER INFORMATION .................................................................................................................................19
ANNEX A .........................................................................................................................................................20

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RISK FACTORS
The section "Risk Factors" in the Offering Circular shall be supplemented with the following:
The Notes being issued as Green Bonds (as defined herein) may not be a suitable investment for all
investors seeking exposure to green assets.
Pursuant to the Green Bond Principles, 2016 recommendation that issuers use external assurance to confirm
their alignment with the key features of Green Bond Principles, the Bank has engaged Ernst & Young to
provide an independent limited assurance statement (the "Assurance Report") in relation to the Bank's
Green Bond Management Statement (the "Management Statement") and also assess the social and
environmental performance of the nominated projects to which proceeds of the Notes will be potentially
allocated so as to issue an assessment result (the "Assessment Result", and together with the Assurance
Report, the "Ernst & Young Reports").
The Ernst & Young Reports are not incorporated into, and do not form part of, these Listing Particulars. None
of the Issuer, the Bank or the Managers makes any representation as to the suitability of the Ernst & Young
Reports. The Ernst & Young Reports are not a recommendation to buy, sell or hold securities and are only
current as of the date that the Ernst & Young Reports were initially issued and are subject to certain
disclaimers set out therein. Furthermore, the Ernst & Young Reports are for information purposes only and
Ernst & Young does not accept any form of liability for the substance of the Ernst & Young Reports and/or
any liability for loss arising from the use of the Ernst & Young Reports and/or the information provided in
them.
The Issuer and the Bank have agreed to certain obligations related to reporting and use of proceeds as
described under "Notes being issued as Green Bonds"; however, it will not be an Event of Default under the
Terms and Conditions of the Notes if the Issuer fails to comply with such obligations. A withdrawal of the
Assurance Report or the Assessment Result may affect the value of the Notes and/or may have consequences
for certain investors with portfolio mandates to invest in green assets.
The Ernst & Young Reports and the Management Statement have been made available to investors on the
Bank's website (www.boc.cn).

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RECENT DEVELOPMENT
On 30 June 2016, the Bank (as seller) and Bank of China (Hong Kong) Limited ("BOCHK") (as buyer)
entered into sale and purchase agreements in relation to sale and purchase of (i) the entire issued share capital
of Bank of China (Malaysia) Berhad; and (ii) the entire issued share capital of Bank of China (Thai) Public
Company Limited, respectively (the "Proposed Transfers"). The completion of the Proposed Transfers is not
inter-conditional and completion of each of the Proposed Transfers is subject to the satisfaction (or, if
applicable, waiver) of its respective conditions precedent including the obtaining of the requisite approvals
from domestic and overseas regulatory authorities.
The Proposed Transfers will enhance the Bank's regional customer service capabilities, boost product
innovation and market competitiveness, and foster the accelerated growth of the Bank in the Association of
Southeast Asian Nations (the "ASEAN") regions. Furthermore, the ASEAN market is of notable strategic
significance to the Bank. The Proposed Transfers represent an important initiative allowing the Bank to seize
the business opportunities arising from "One Belt, One Road" initiative, the internationalization of Renminbi
and "Going-Global" by Chinese enterprises, and achieving its international growth strategy through the
optimisation of the Bank's overseas presence and regional collaboration.
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DESCRIPTION OF BANK OF CHINA LIMITED, LUXEMBOURG BRANCH
In July 1979, the Bank established a branch office in Luxembourg. This was the first Chinese financial
institution in Luxembourg.
The Issuer is authorised and regulated by the China Banking Regulatory Commission, and its registered office
is at 37/39 Boulevard du Prince Henri L-1724. It is also authorised in Luxembourg according to article 32 of
the law of 5 April 1993 on the financial sector, as amended and is subject to the supervision of the
Commission de Surveillance du Secteur Financier (the "CSSF").
Regulated Activities
The Issuer is authorised by the CSSF to carry out the following activities in Luxembourg in respect of certain
financial instruments and categories of customers:

Accepting deposits

Agreeing to carry out regulated activities

Arranging (bringing about) deals in investments, loans

Dealing in investment as agent

Dealing in investment as principal
The Issuer appears on the list of the entities authorised and supervised by the CSSF which is available on the
Luxembourg regulator's website: www.cssf.lu
Overview of the Commission de Surveillance du Secteur Financier1
The Commission de Surveillance du Secteur Financier is responsible for the prudential supervision of credit
institutions, professionals of the financial sector (investment firms, specialized PFS, support PFS), alternative
investment fund managers, undertakings for collective investment, pension funds, SICARs, securitization
undertakings issuing securities to the public on a continuous basis, regulated markets and their operators,
multilateral trading facilities, payment institutions and electronic money institutions. It also supervises the
securities markets, including their operators.
The CSSF took over the responsibilities of the Institut Monétaire Luxembourgeois (IML) which became the
Banque centrale du Luxembourg (BcL) on 1 June 1998, as well as the responsibilities of the former
Commissariat aux Bourses. The recent institutional changes in the structure and the practice of prudential
supervision have not in any way altered the existing legal and regulatory framework.
The CSSF's prudential supervision of companies of the financial sector aims at the following:

promoting a considered and prudent business policy in compliance with the regulatory requirements

protecting the financial stability of the supervised companies and of the financial sector as a whole

supervising the quality of the organization and internal control systems

strengthening the quality of risk management.
The CSSF examines all applications made by undertakings or persons seeking to carry out a financial activity
in the Grand Duchy of Luxembourg and requiring the authorization of the Minister responsible for the CSSF.

1 Information on the CSSF has been extracted from the website of the CSSF (www.cssf.lu).
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It acts solely in the public interest, ensures that the laws and regulations on the financial sector are enforced
and observed and that international agreements and European Directives in the fields under its responsibility
are implemented.
The CSSF is empowered to require any useful information to fulfill its missions from companies under its
supervision.
The CSSF, as per its founding Law, participates on a Community and international level in negotiations
relating to the financial sector and coordinates the implementation of governmental initiatives and measures
to bring about an orderly expansion of activities of the financial sector.

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