Obligation Chengdu Hi-Tech Investment Group Co. Ltd 6.28% ( XS1901318664 ) en USD

Chengdu Hi-Tech Investment Group Co. Ltd

104.645 % ⇌

Chine

XS1901318664 ( en USD )

6.28% par an ( paiement semestriel )

13/11/2021 - Obligation échue

Prospectus brochure de l'obligation Chengdu Hi-Tech Investment Group Co. Ltd XS1901318664 en USD 6.28%, échue

200 000 USD

300 000 000 USD

L'Obligation émise par Chengdu Hi-Tech Investment Group Co. Ltd ( Chine ) , en USD, avec le code ISIN XS1901318664, paye un coupon de 6.28% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/11/2021

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IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. THIS OFFERING IS
AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES.
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.
Confirmation of your Representation: In order to be eligible to view this Offering Circular or make an investment
decision with respect to the securities, investors must not be located in the United States. This Offering Circular is being
sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed to have
represented to China International Capital Corporation Hong Kong Securities Limited, The Hongkong and Shanghai
Banking Corporation Limited, Guotai Junan Securities (Hong Kong) Limited, Haitong International Securities Company
Limited, CEB International Capital Corporation Limited, Bank of China Limited, Cinda International Capital Limited,
Orient Securities (Hong Kong) Limited, China Everbright Securities (HK) Limited, China CITIC Bank International
Limited, ICBC International Securities Limited and CCB International Capital Limited (each, a ``Joint Lead Manager''
and together, the ``Joint Lead Managers'') that you and any customers you represent are not, and the electronic mail
address that you gave the Joint Lead Managers to which this e-mail has been delivered is not, located in the United States
and that you consent to delivery of such Offering Circular and any amendments or supplements thereto by electronic
transmission.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE
IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE 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 IS MADE SOLELY IN
OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.
Restrictions: 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, electronically or
otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are
not allowed to purchase any of the securities described in the attached Offering Circular.
Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of any of the Issuer, the Joint
Lead Managers, the Trustee or the Agents (each as defined in the attached Offering Circular) to subscribe for or purchase
any of the securities described therein, and access has been limited so that it shall not constitute in the United States or
elsewhere a general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or
directed selling efforts (within the meaning of Regulation S under the Securities Act). If a jurisdiction requires that the
offering be made by a licensed broker or dealer and the Joint Lead Managers or any affiliate of them is a licensed broker
or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers or such affiliate on
behalf of the Issuer 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 none of the Issuer, the
Joint Lead Managers, the Trustee, the Agents, nor any person who controls any of them, nor their respective directors,
officers, employees, representatives nor agents, nor affiliates 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 Joint Lead Managers.
THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON,
ELECTRONICALLY OR OTHERWISE, AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER,
AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT
OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Actions that you may not take: If you receive this document by e-mail, you should not reply by e-mail to this document,
and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by
using the ``Reply'' function on your e-mail software, will be ignored or rejected.
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.

STRICTLY CONFIDENTIAL
CHENGDU HI-TECH INVESTMENT GROUP CO., LTD.

(incorporated in the People's Republic of China with limited liability)
U.S.$300,000,000 6.280 PER CENT. NOTES DUE 2021
ISSUE PRICE: 99.409 PER CENT.
The 6.280 per cent. Notes due 2021 (the ``Notes'') will be issued in the aggregate principal amount of U.S.$300,000,000 by Chengdu Hi-tech Investment Group Co., Ltd.

(the ``Issuer'') and are in registered form in the denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
The Notes will bear interest from 14 November 2018 at the rate of 6.280 per cent. per annum. Interest on the Notes is payable in arrear on the Interest Payment Dates (as
defined in ``Terms and Conditions of the Notes'') falling on 14 May and 14 November in each year, commencing on 14 May 2019.
The Notes will constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all
other present and future unsubordinated and unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory
and of general application.
The PRC government (including the Municipal Government of Chengdu (as defined herein)) is not an obligor and shall under no circumstances have any obligation arising out
of or in connection with the Notes in lieu of the Issuer. See ``Risk Factors Risks relating to the Notes The PRC government has no obligations under the Notes."
Payments on the Notes will be made without withholding or deduction for taxes of the PRC to the extent described in ``Terms and Conditions of the Notes Taxation''.
Unless previously redeemed, or purchased and cancelled, the Issuer will redeem the Notes at their principal amount on 14 November 2021 (the ``Maturity Date''). The Notes
are subject to redemption, in whole but not in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain
changes affecting taxes of the PRC. See ``Terms and Conditions of the Notes Redemption and Purchase Redemption for tax reasons''. Furthermore, at any time following
the occurrence of a Relevant Event (as defined in ``Terms and Conditions of the Notes''), each Noteholder will have the right, at such Noteholder's option, to require the Issuer
to redeem all but not some only of such Noteholder's Notes on the Put Settlement Date (as defined in ``Terms and Conditions of the Notes'') at 101 per cent. (in the case of a
Change of Control) (as defined in ``Terms and Conditions of the Notes'') or 100 per cent. (in the case of a Non-Registration Event (as defined in ``Terms and Conditions of
the Notes'') of their principal amount, together with accrued interest to (but not including) such Put Settlement Date. See ``Terms and Conditions of the Notes Redemption
and Purchase Redemption for a Relevant Event''.
Pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations

[2015] 2044(the ``NDRC Circular'') issued by the National Development and Reform Commission of the
PRC or its local counterparts (``NDRC'') on 14 September 2015 which came into effect on the same day, the Issuer has registered the issuance of the Notes with the NDRC
and obtained a certificate from the NDRC on 24 July 2018 evidencing such registration and which remains in full force and effect. The Issuer intends to provide the requisite
information and documents on the issuance of the Notes to the NDRC within the prescribed timeframe after the Issue Date.
The Issuer will undertake to file or cause to be filed with SAFE the requisite information and documents within the prescribed timeframe in accordance with (i) the
Administrative Measures for Foreign Debt Registrationissued by the State Administration of Foreign Exchange of the PRC or its local counterparts
(``SAFE'') and which came into effect on 13 May 2013, and (ii) the Circular on Relevant Matters about the Macro-Prudential Management of Cross-Border Financing in Full
Apertureissued by the People's Bank of China of the PRC (``PBOC'') and which came into effect on
12 January 2017 and any implementation rules, reports, certificates, approvals or guidelines as issued by the SAFE or the PBOC, as the case may be, from time to time (the
``SAFE Filing''), and to comply with all applicable PRC laws and regulations in relation to the Notes.
Application will be made to The Stock Exchange of Hong Kong Limited (the ``HKSE'') for the listing of, and permission to deal in, the Notes 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) (together, ``Professional Investors'') only. This document is for distribution to Professional Investors only. Investors should
not purchase the Notes in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Notes are only suitable for
Professional Investors.
The HKSE has not reviewed the contents of this Offering Circular, other than to ensure that the prescribed form disclaimer and responsibility statements, and a
statement limiting distribution of this Offering Circular to Professional Investors only have been reproduced in this Offering Circular. Listing of the Notes on the
HKSE is not to be taken as an indication of the commercial merits or credit quality of the Notes or the Issuer or quality of disclosure in this Offering Circular. 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 Offering Circular. You are
advised to read and understand the contents of this Offering Circular before investing. If in doubt, you should consult your advisor.
Investing in the Notes involves certain risks. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information
contained in the Offering Circular and the merits and risks of investing in the Notes in the context of their financial position and particular circumstances. Investors
also should have the financial capacity to bear the risks associated with an investment in the Notes. Investors should not purchase the Notes unless they understand
and are able to bear risks associated with the Notes. See ``Risk Factors'' beginning on page 12 for a description of certain factors to be considered in connection with
an investment in the Notes.
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 and are only being offered and sold outside the United States in compliance with Regulation S under
the Securities Act (``Regulation S''). For a description of these and certain restrictions on offers and sales of the Notes and the distribution of this Offering Circular,
see ``Subscription and Sale''.
The Notes will be represented by beneficial interests in a global note certificate (the ``Global Note Certificate'') in registered form, which will be registered in the name of a
nominee of, and deposited on or about 14 November 2018 (the ``Issue Date'') with, a common depositary for Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking
S.A. (``Clearstream''). Beneficial interests in the Global Note Certificate will be shown on, and transfers thereof will be effected only through, records maintained by
Euroclear and Clearstream.
The Notes are to be rated ``Baa3'' by Moody's Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors (``Moody's''), respectively. Such rating of the
Notes does not constitute a recommendation by Moody's to buy, sell or hold the Notes and may be subject to suspension, reduction, revision or withdrawal at any time by
Moody's. Such rating should be evaluated independently of any other rating of the other securities of the Issuer or of the Issuer.
Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners
China International
HSBC
Guotai Junan
Haitong International
CEB
Capital Corporation
International
International
Joint Lead Managers and Joint Bookrunners
Bank of
Cinda
Orient Securities
EBS
China CITIC Bank
ICBC
CCB International
China
International
(Hong Kong)
International
International
International
Offering Circular dated 6 November 2018

IMPORTANT NOTICE
The Issuer, having made all reasonable enquiries, accepts full responsibility for the accuracy of the
information contained in this Offering Circular and confirms that to the best of its knowledge and belief
that (i) this Offering Circular (including any amendments and supplements thereto) contains all
information with respect to the Issuer, its subsidiaries (together with the Issuer, the ``Group''), and the
Notes which is material in the context of the issue, offering, sale, marketing or distribution of the Notes
(including all information which, according to the particular nature of the Issuer and the Group and of
the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profits and losses and prospects of the Issuer, the Group and of the rights attaching to
the Notes), (ii) this Offering Circular does not, contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, (iii) the statements of fact contained in this Offering Circular are
in every material respect true and accurate and not misleading and there are no other facts in relation to
the Issuer, the Group, the Notes, the omission of which would in the context of the issue, offering, sale,
marketing and distribution of the Notes make any statement in this Offering Circular misleading, (iv) the
statements of intention, opinion, belief or expectation contained in this Offering Circular are honestly
and reasonably made or held and have been reached after considering all relevant circumstances and
based on reasonable assumptions, (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, and (vi) all descriptions of
contracts or other material documents described in this Offering Circulars are accurate descriptions in all
material respects and fairly summarise the contents of such contracts or documents.
The PRC government (including the Municipal Government of Chengdu (as defined herein)) is not an
obligor and shall under no circumstances have any obligation arising out of or in connection with the
Notes in lieu of the Issuer. Any reference to government support in this Offering Circular should not be
read as indication that financial support will be given in respect of the Issuer's obligations under the
Notes.
This Offering Circular has been prepared by the Issuer solely for use in connection with the proposed
offering of the Notes described in this Offering Circular. The distribution of this Offering Circular and
the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Offering Circular comes are required by the Issuer, China International Capital Corporation Hong
Kong Securities Limited, The Hongkong and Shanghai Banking Corporation Limited, Guotai Junan
Securities (Hong Kong) Limited, Haitong International Securities Company Limited, CEB International
Capital Corporation Limited, Bank of China Limited, Cinda International Capital Limited, Orient
Securities (Hong Kong) Limited, China Everbright Securities (HK) Limited, China CITIC Bank
International Limited, ICBC International Securities Limited and CCB International Capital Limited
(each, a ``Joint Lead Manager'' and together, the ``Joint Lead Managers''), the Trustee and the
Agents (as defined in ``Terms and Conditions of the Notes'') to inform themselves about and to observe
any such restrictions. No action is being taken to permit a public offering of the Notes or the possession
or distribution of this Offering Circular or any offering or publicity material relating to the Notes in any
jurisdiction where action would be required for such purposes. There are restrictions on the offer and
sale of the Notes and the circulation of documents relating thereto, in certain jurisdictions and to persons
connected therewith. For a description of certain further restrictions on offers, sales and resales of the
Notes and the distribution of this Offering Circular, see ``Subscription and Sale''. This Offering Circular
does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in
which such offer or invitation would be unlawful. By purchasing the Notes, investors represent and
agree to all of those provisions contained in that section of this Offering Circular.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures
Act (Chapter 289) of Singapore (the ``SFA'') and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the ``CMP Regulations 2018''), the Issuer has determined, and hereby
notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Bonds are `prescribed
i

capital markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of
Securities on the Hong Kong Stock Exchange (the ``Listing Rules'') for the purpose of giving
information with regard to the Issuer and the Group. 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.
No person has been or is authorised in connection with the issue, offer, sale, marketing or distribution of
the Notes to give any information or to make any representation concerning the Issuer, the Group, the
Notes other than as contained herein and, if given or made, any such other information or representation
should not be relied upon as having been authorised by the Issuer, the Group, the Joint Lead Managers,
the Trustee or the Agents or any of their respective affiliates, officers, representatives, directors,
employees, agents or advisers. Neither the delivery of this Offering Circular nor any offering, sale or
delivery made in connection with the issue of the Notes shall, under any circumstances, constitute a
representation that there has been no change or development reasonably likely to involve a change in the
affairs of the Issuer or the Group, or any of them since the date hereof or create any implication that the
information contained herein is correct as of any date subsequent to the date hereof. This Offering
Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Joint Lead
Managers the Trustee or the Agents or any of their respective affiliates, officers, representatives,
directors, employees, agents or advisers to subscribe for or purchase, any of the Notes and may not be
used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any
circumstances in which such offer or solicitation is not authorised or is unlawful.
This Offering Circular is being furnished by the Issuer in connection with the offering of the Notes
exempt from registration under the Securities Act solely for the purpose of enabling a prospective
investor to consider purchasing the Notes. Investors must not use this Offering Circular for any other
purpose, make copies of any part of this Offering Circular or give a copy of it to any other person, or
disclose any information in this Offering Circular to any other person. The information contained in this
Offering Circular has been provided by the Issuer and other sources identified in this Offering Circular.
Any reproduction or distribution of this Offering Circular, in whole or in part, and any disclosure of its
contents or use of any information herein for any purpose other than considering an investment in the
Notes offered by this Offering Circular is prohibited. Each offeree of the Notes, by accepting delivery of
this Offering Circular, agrees to the foregoing.
No representation or warranty, express or implied, is made or given by the Joint Lead Managers, the
Trustee or the Agents or any of their respective affiliates, officers, representatives, directors, employees,
agents or advisers as to the accuracy, completeness or sufficiency of the information contained in this
Offering Circular or any other information supplied in connection with the Notes, and nothing contained
in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by the Joint
Lead Managers, the Trustee or the Agents or any of their respective affiliates, officers, representatives,
directors, employees, agents or advisers. The Joint Lead Managers, the Trustee and the Agents and their
respective affiliates, officers, representatives, directors, employees, agents or advisers have not
independently verified any of the information contained in this Offering Circular and can give no
assurance that this information is accurate, truthful or complete.
To the fullest extent permitted by law, none of the Joint Lead Managers, the Trustee, the Agents or any
of their respective affiliates, officers, representatives, directors, employees, agents or advisers accepts
any responsibility for the contents of this Offering Circular or any statement made or purported to be
made by any such person or on its behalf in connection with the Issuer, the Group, the issue and
offering of the Notes. Each of the Joint Lead Managers, the Trustee, the Agents and their respective
ii

affiliates, officers, representatives, directors, employees, agents or advisers accordingly disclaims all and
any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of
this Offering Circular or any such statement. None of the Joint Lead Managers, the Trustee, the Agents
or any of their respective affiliates, officers, representatives, directors, employees, agents or advisers
undertakes to review the financial condition or affairs of the Issuer or the Group for so long as the
Notes remain outstanding nor to advise any investor or potential investor of the Notes of any
information coming to the attention of any of the Joint Lead Managers, the Trustee, the Agents or their
respective affiliates, officers, representatives, directors, employees, agents or advisers.
This Offering Circular is not intended to provide the basis of any credit or other evaluation, nor should
it be considered as a recommendation by the Issuer, the Joint Lead Managers, the Trustee or the Agents
that any recipient of this Offering Circular should purchase the Notes. Each potential purchaser of the
Notes should determine for itself the relevance of the information contained in this Offering Circular
and its purchase of the Notes should be based upon such investigations with its own tax, legal and
business advisers as it deems necessary.
Any of the Joint Lead Managers and their respective affiliates may purchase the Notes for its or their
own account and enter into transactions, including credit derivatives, such as asset swaps, repackaging
and credit default swaps relating to the Notes and/or other securities of the Issuer or its subsidiaries or
associates at the same time as the offer and sale of the Notes or in secondary market transactions. Such
transactions may be carried out as bilateral trades with selected counterparties and separately from any
existing sale or resale of the Notes to which this Offering Circular relates (notwithstanding that such
selected counterparties may also be purchasers of the Notes). Furthermore, investors in the Notes may
include entities affiliated with the Group.
Investors are advised to read and understand the contents of this Offering Circular before investing. If in
doubt, investors should consult his or her adviser.
IN CONNECTION WITH THE ISSUE OF THE NOTES, ANY OF THE JOINT LEAD
MANAGERS APPOINTED AS AND ACTING IN ITS CAPACITY AS THE STABILISING
MANAGER (OR ANY PERSON(S) ACTING ON BEHALF OF SUCH JOINT LEAD MANAGER)
(THE ``STABILISING MANAGER'') MAY 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 OBLIGATION ON SUCH STABILISING MANAGER 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.
Listing of the Notes on the HKSE is not to be taken as an indication of the merits of the Issuer, the
Group or the Notes. In making an investment decision, investors must rely on their own examination of
the Issuer and the Group and the terms of the offering of the Notes, including the merits and risks
involved. See ``Risk Factors'' for a discussion of certain factors to be considered in connection with an
investment in the Notes. The Issuer, the Group, the Joint Lead Managers, the Trustee and the Agents
and their respective affiliates, officers, representatives, directors, employees, agents or advisers are not
making any representation to any purchaser of the Notes regarding the legality of any investment in the
Notes by such purchaser under any legal investment or similar laws or regulations. The contents of this
Offering Circular should not be construed as providing legal, business, accounting or investment advice.
Each person receiving this Offering Circular acknowledges that such person has not relied on the Joint
Lead Managers, the Trustee, the Agents or any of their respective affiliates, officers, representatives,
directors, employees, agents or advisers in connection with its investigation of the accuracy of such
information or its investment decision.
iii

Market data and certain industry forecasts and statistics in this Offering Circular have been obtained
from both public and private sources, including market research, publicly available information and
industry publications. Although the Issuer believes this information to be reliable, such information has
not been independently verified by the Issuer, the Joint Lead Managers, the Trustee or the Agents or
their respective affiliates, officers, representatives, directors, employees, agents or advisers, and none of
the Issuer, the Joint Lead Managers, the Trustee or the Agents or their respective affiliates, officers,
representatives, directors, employees, agents or advisers makes any representation as to the accuracy or
completeness of that information. In addition, third party information providers may have obtained
information from market participants and such information may not have been independently verified.
This Offering Circular summarises certain documents and other information, and investors should refer
to them for a more complete understanding of what is discussed in those documents.
The contents of this Offering Circular have not been reviewed by any regulatory authority in any
jurisdiction. Investors are advised to exercise caution in relation to the offer. If investors are in any
doubt about any of the contents of this Offering Circular, investors should obtain independent
professional advice.
iv

PRESENTATION OF FINANCIAL INFORMATION
The Offering Circular contains the audited consolidated financial information of the Issuer as at and for
the years ended 31 December 2015, 2016 and 2017, which is derived from its audited consolidated
financial statements as at and for the years ended 31 December 2016 and 2017 (the ``Issuer Audited
Financial Statements'') included elsewhere in this Offering Circular, and have been prepared in
accordance with the Accounting Standards for Business Enterprises in China (``PRC GAAP'') and have
been audited by Sichuan Huaxin (Group) CPA Firm.
The Offering Circular contains the unaudited but reviewed consolidated interim financial information of
the Issuer as at and for the six months ended 30 June 2017 and 2018, which is derived from its
unaudited but reviewed consolidated financial statements as at and for the six months ended 30 June
2018 (the ``Issuer Reviewed Interim Financial Statements'') included elsewhere in this Offering
Circular, and which has been reviewed by Sichuan Huaxin (Group) CPA Firm. Such financial
information has not been audited and should not be relied upon by potential investors to provide the
same type or quality of information associated with information that has been subject to an audit.
Accordingly, potential investors must exercise caution when using such data to evaluate the Group's
financial position, results of operations and cash flows. Such unaudited consolidated interim financial
information as at and for the six months ended 30 June 2018 should not be taken as an indication of the
expected financial condition, results of operations and cash flows of the Group for the full financial year
ending 31 December 2018.
The Group publishes its interim financial information from time to time. Such financial information
published by the Group in the PRC is normally derived from its management accounts and is not audited
or reviewed by independent auditors. As such, financial information published in the PRC by the Group
should not be relied upon by potential purchasers to provide the same quality of information associated
with any audited information. Such financial information is not included in this Offering Circular and
should not be relied upon by any investors in making their investment decisions in the Notes.
Unless otherwise stated, all financial information contained herein which is stated as relating to the
Issuer refers to the consolidated financial information of the Group.
PRC GAAP differs in certain material respects from the International Financial Reporting Standards
(``IFRS''). For a discussion of certain differences between PRC GAAP and IFRS, see ``Summary of
Significant Differences between PRC GAAP and IFRS''.
v

CERTAIN DEFINITIONS AND CONVENTIONS
Unless the context otherwise requires, references in this Offering Circular to ``Renminbi'', ``CNY'' and
``RMB'' are to the lawful currency of the PRC, ``U.S. dollars'', ``U.S.$'' and ``USD'' are to the lawful
currency of the United States of America (the ``United States''), ``PRC'' and ``China'' are to the
People's Republic of China which for the purpose of this Offering Circular excludes Hong Kong, Macau
and Taiwan, ``Hong Kong'' are to the Hong Kong Special Administrative Region of the PRC, and
``Macau'' are to the Macau Special Administrative Region of the PRC.
Solely for convenience, this Offering Circular contains translations of certain Renminbi amounts into
U.S. dollars at specified rates. Unless indicated otherwise, the translation of Renminbi into U.S. dollars
has been made at the rate of RMB6.6171 to U.S.$1.00, the noon buying rate in effect on 29 June 2018
as set forth in the H.10 weekly statistical release of the Board of Governors of the Federal Reserve
System of the United States (the ``Federal Reserve Board''). Further information on exchange rates is
set forth in ``Exchange Rate Information'' in this Offering Circular. Investors should not construe
these translations as representations that the Renminbi amounts have been, could have been or could
actually be converted into any U.S. dollar.
Unless the context otherwise requires, references in this Offering Circular to the ``Terms and
Conditions of the Notes'' are to the terms and conditions governing the Notes, as set out in ``Terms and
Conditions of the Notes''.
In this Offering Circular, where information has been presented in thousands, millions, or billions of
units, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers
in tables may not be equal to the apparent total of the individual items and actual numbers may differ
from those contained herein due to rounding. References to information in billions of units are to the
equivalent of a thousand million units.
Unless specified otherwise, references in this Offering Circular to, and financial and other information
presented with respect to, the Group are to such information of the Issuer compiled on a consolidated
basis.
The English names of the PRC nationals, entities, departments, facilities, laws, regulations, certificates
titles and the like are translations of their Chinese names and are included for identification purposes
only.
In this Offering Circular, references to:
·
the ``Group'' are to the Issuer and its subsidiaries taken as a whole;
·
the ``Issuer'' or the ``Company'' are to Chengdu Hi-tech Investment Group Co., Ltd.

;
·
``MOFCOM'' are to the Ministry of Commerce of the PRC or its competent local counterpart;
·
``NDRC'' are to the National Development and Reform Commission of the PRC or its competent
local counterpart;
·
``SASAC'' are to State-owned Assets Supervision and Administration Commission of the PRC or
its competent local counterpart; and
·
``State Council'' are to the state council of the PRC.
vi

FORWARD-LOOKING STATEMENTS
This Offering Circular includes ``forward-looking statements''. All statements other than statements of
historical fact contained in this Offering Circular, including, without limitation, those regarding the
Group's future financial position and results of operations, strategy, plans, objectives, goals and targets,
future developments in the markets where the Group participates or is seeking to participate, and any
statements preceded by, followed by or that include the words ``believe'', ``expect'', ``aim'', ``intend'',
``will'', ``may'', ``anticipate'', ``seek'', ``should'', ``estimate'' or similar expressions or the negative
thereof, are forward-looking statements. These forward-looking statements involve known and unknown
risks, uncertainties and other factors, some of which are beyond the Group's control, which may cause
its actual results, performance or achievements, or industry results to be materially different from any
future results, performance or achievements expressed or implied by the 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 will 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 others, the following:
·
the risks inherent to the industries in which the Group operates;
·
the business and operating strategies and the future business development of the Group;
·
the general economic, political, social conditions and developments in the PRC;
·
changes in competitive conditions and the Group's ability to compete under these conditions,
including the actions and developments of competitors;
·
the Group's operations and business prospects;
·
the Group's capital expenditure and development plans;
·
the Group's expectations with respect to its ability to acquire and maintain regulatory qualifications
required to operate its business;
·
the availability and charges of bank loans and other forms of financing;
·
the Group's financial condition and results of operations;
·
the Group's dividend distribution plans;
·
changes or volatility in currency exchange rates, interest rates, taxes and duties, equity prices or
other rates or prices, including those pertaining to the PRC;
·
changes in the laws, rules and regulations of the governments in the PRC and the rules, regulations
and policies of the relevant governmental authorities relating to all aspects of the Group's business;
·
macroeconomic policies of the PRC government; and
·
other factors beyond the Group's control.
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those discussed in ``Risk Factors'' and elsewhere in this Offering
Circular. The Issuer cautions investors not to place undue reliance on these forward-looking statements
which reflect their managements' view only as of the date of this Offering Circular.
The Issuer does not undertake any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in this Offering Circular might not occur.
vii