Obligation ICBC (Luxembourg branch) 0% ( XS1083228889 ) en USD

ICBC (Luxembourg branch)

100 % ▼

Chine

XS1083228889 ( en USD )

19/01/2019 - Obligation échue

Prospectus brochure de l'obligation ICBC (Luxembourg branch) XS1083228889 en USD 0%, échue

200 000 USD

500 000 000 USD

ICBC (Luxembourg branch) est une filiale de la Industrial and Commercial Bank of China (ICBC), l'une des plus grandes banques au monde, offrant une gamme de services bancaires commerciaux et d'investissement aux clients institutionnels et aux entreprises multinationales au Luxembourg.

L'Obligation émise par ICBC (Luxembourg branch) ( Chine ) , en USD, avec le code ISIN XS1083228889, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/01/2019

OFFERING CIRCULAR

Industrial and Commercial Bank of China Ltd., Luxembourg Branch
(a joint stock company incorporated in the People's Republic of China with limited liability)
EUR8,000,000,000
Medium Term Note Programme
Under the EUR8,000,000,000 Medium Term Note Programme described in this Offering Circular (the "Programme"), Industrial and Commercial Bank of China Ltd.,
Luxembourg Branch (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the
"Notes") denominated in any currency agreed between it and the relevant Dealer (as defined below).
Notes may be issued in bearer or registered form. The aggregate nominal amount of Notes outstanding will not at any time exceed EUR8,000,000,000 (or its equivalent
in other currencies subject to increase as described herein). The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of
the Programme" or any additional Dealer appointed under the Programme from time to time by the Issuer (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 Notes
being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes.
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
July 10, 2005 on prospectus for securities, as amended (the "Luxembourg 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 Offering Circular comprises information about the Issuer and the Notes for the purposes of Part 2 of the LuxSE Rules. The relevant Pricing
Supplement (the "Pricing Supplement") in respect of the issue of any Notes will specify whether or not such Notes will be listed on the LuxSE or any other stock
exchange. This Offering Circular constitutes a base prospectus, and a Pricing Supplement will constitute final terms, for the purpose of the Luxembourg Prospectus
Law.
This document does not constitute a prospectus for the purposes of article 3 of Directive 2003/71/EC, as amended (the "Prospectus Directive"). The Issuer has prepared
this Offering Circular solely for the use in connection with the listing of Notes issued under the Programme on the Euro MTF market. If any Green Bonds (as defined
herein) are to be issued under the Programme and listed on the LuxSE, the Issuer may also apply for such Notes be displayed on the Luxembourg Green Exchange
("LGX"). This Offering Circular 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 Luxembourg Prospectus Law have been satisfied. Any person making or intending to make any offer of the Notes in any Member State
of the European Economic Area which has implemented the Prospectus Directive may only do so in circumstances in which no obligations arises for the Issuer to
prepare a prospectus pursuant to article 3 of the Prospectus Directive. The Issuer has not authorised, nor does the Issuer authorise, the making of any offer of the Notes
in circumstances in which an obligation arises for it to publish a prospectus for such offer in any jurisdiction.
The Notes of each Series issued 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"). Notes in registered form ("Registered Notes")
will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Notes in registered
form of one Series. Certificates representing Registered Notes that are held in one or more clearing systems are referred to as global certificates ("Global Certificates").
Global Notes and Global Certificates may be deposited on the relevant issue date with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and/or
Clearstream Banking S.A. ("Clearstream, Luxembourg"), and, provided a CMU Lodging and Paying Agent is appointed, Global Certificates may be registered with a
sub-custodian for the Central Moneymarkets Unit Service (the "CMU Service") operated by the Hong Kong Monetary Authority (the "HKMA"). Interests in a
Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the date 40 days after the later of the
commencement of the offering and the relevant issue date, upon certification as to non-U.S. beneficial ownership.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory
authority of any state or other jurisdiction of the United States, and the Notes may include Bearer Notes that are subject to U.S. tax law requirements. Subject to certain
exceptions, the Notes may not be offered, sold, or, in the case of Bearer Notes, delivered within the United States or to, or for the account or benefit of, U.S. persons
(as defined in the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder). Registered Notes are subject to certain restrictions on transfer, see
"Subscription and Sale".
The Programme has been assigned ratings of "(P) A1 long-term" and "(P) P-1 short-term" by Moody's Investors Service Hong Kong Ltd. ("Moody's"). These ratings
are only correct as at the date of this Offering Circular. Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to
be rated, such rating will be disclosed in the Pricing Supplement and will not necessarily be the same as the ratings assigned to the Programme. Moody's is not
established in the European Union nor registered under Regulation (EC) No 1060/2009 (as 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 any time by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and
experience in financial and business matters to evaluate the information contained in this Offering Circular and in the applicable Pricing Supplement and the merits
and risks of investing in a particular issue of 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 Notes. Investors should not purchase Notes unless they understand and are able to bear risks associated with
Notes. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations in respect of the Notes are discussed under "Risk Factors" below.
The LuxSE assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in the Offering Circular. The Issuer
accepts full responsibility for 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.

Arrangers and Dealers
Industrial and Commercial Bank of China
Industrial and Commercial Bank of China Limited,
(Asia) Limited
Singapore Branch
Standard Chartered Bank
BNP PARIBAS
HSBC
The date of this Offering Circular is 31 May 2019

IMPORTANT NOTICE
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, Industrial and Commercial Bank of China
Limited (the "Bank") and its subsidiaries (the "Group", "we" or "us") 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
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 Group or the Notes the omission of which would, in the context of the issue
and offering of the Notes, make any statement in this Offering Circular misleading; (iii) the statements of
intention, opinion and belief or expectation contained in this Offering Circular with regard to the Issuer 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 Issuer to ascertain such facts and to
verify the accuracy of all such information and statements.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as amended and/or supplemented by the Pricing Supplement
specific to such Tranche. This Offering Circular 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 Notes, must be read and construed together with the relevant Pricing Supplement.
The distribution of this Offering Circular 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 this Offering Circular
comes are required by the Issuer, the Group, the Arrangers and the Dealers to inform themselves about and to
observe any such restrictions. None of the Issuer, the Group, the Arrangers or the Dealers represents that this
Offering Circular 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 Group, Arrangers or the Dealers
which would permit a public offering of any Notes or distribution of this Offering Circular 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 this Offering Circular, 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 EEA, the United Kingdom,
the Netherlands, Japan, Hong Kong, the PRC and Singapore, and to persons connected therewith. The Notes
have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States
and may include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, the Notes may not be offered, sold or, in the case of Bearer Notes, delivered within the United States
or to, or for the account or benefit of, U.S. persons. The Notes are being offered and sold outside the United
States in reliance on Regulation S under the Securities Act. For a description of certain restrictions on offers,
sales and transfers of Notes and on the distribution of this Offering Circular, see "Subscription and Sale".
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.
Admission to trading on the Euro MTF market, listing on the Official List of the LuxSE and, where applicable,
listing of Green Bonds on the LuxSE and the displaying of Green Bonds on the LGX are not to be taken as an

i

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, the Group and the terms of the offering, 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.
No person has been authorised by the Issuer or the Group to give any information or to make any representation
not contained in or not consistent with this Offering Circular 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 Group, any Arranger or any Dealer.
Neither the delivery of this Offering Circular 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 this Offering
Circular is true subsequent to 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, or any event reasonably likely to
involve any adverse change, in the prospects or financial or trading position of the Issuer or the Group since the
date thereof or, if later, 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 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 this Offering Circular 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 Group, the
Arrangers, the Dealers, or any director, officer, employee, agent or affiliate of any such person or any of them
that any recipient of this Offering Circular or any Pricing Supplement should subscribe for or purchase any
Notes. Each recipient of this Offering Circular or any Pricing Supplement shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Group.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed EUR8,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated
into euro at the date of the agreement to issue such Notes calculated in accordance with the provisions of the
Dealer Agreement as defined under "Subscription and Sale"). The maximum aggregate principal amount of
Notes which may be outstanding at any one time under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the Dealer Agreement.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager") (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 stabilisation may not necessarily occur. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche
of Notes.
None of the Arrangers, the Dealers or any Agents (as defined under "Terms and Conditions of the Notes") has
separately verified 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 Arrangers, the
Dealers 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 or liability, with
respect to the accuracy, completeness or sufficiency of any of the information contained or incorporated in this
Offering Circular or any other information provided by the Issuer in connection with the Programme and

ii

nothing contained or incorporated in this Offering Circular is, or shall be relied upon as, a promise, warranty or
representation by the Arrangers, the Dealers or any Agents. To the fullest extent permitted by law, none of the
Arrangers, the Dealers or any Agent or any director, officer, employee, agent, affiliate or adviser of any such
person 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, any Agent, or any director, officer, employee, agent, affiliate or
adviser of any such person or on its behalf in connection with the Issuer, the Group, the Notes, or the issue and
offering of the Notes. Each Arranger, each Dealer, each Agent and their respective affiliates and advisers
accordingly disclaim 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 Arrangers, the Dealers,
the Agents or any of their respective directors, officers, employees, agents, affiliates or advisers undertake 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 Arrangers, the Dealers, the Agents or their respective affiliates or advisers.
This Offering Circular does 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. Neither this Offering
Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to
provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the
Issuer, the Group, any of the Arrangers, any of the Dealers or any of the Agents that any recipient of this Offering
Circular should purchase any Notes. Each potential purchaser of 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
this Offering Circular and the applicable Pricing Supplement are provided as general information only. Investors
should consult their own financial and legal advisers 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. Each potential purchase of Notes should
determine for itself the relevance of the information contained in this Offering Circular and its purchase of
Notes should be based upon such investigations with its own tax, legal and business advisers as it deems
necessary.
Neither this Offering Circular nor any other information provided or incorporated by reference in connection
with the Programme 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 Group, the Arrangers or the Dealers, or any director,
officer, employee, agent or affiliate of any such person that any recipient, of this Offering Circular or of any
such information, should purchase the Notes. Each potential purchaser of Notes 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 Notes should determine for itself the relevance of the
information contained in this Offering Circular and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Arrangers, the Dealers or the Agents or any agent or affiliate
of any such person 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 nor to advise any investor or potential investor
in the Notes of any information coming to the attention of any of the Arrangers, the Dealers, the Agents or any
of them.
Prohibition of Sales to EEA Retail Investors: The Notes 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.
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 Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of
Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a

iii

qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive").
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market: The Pricing Supplement in respect of any Notes will include
a legend entitled "MiFID II product governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (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 Notes (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 Product Governance
rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise none of the Arrangers or
the Dealers or any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product
Governance Rules.
Singapore CMP Regulations 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"), unless otherwise specified before an offer of
Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the
SFA), that the Notes to be issued under the Programme are prescribed 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).

iv

PRESENTATION OF INFORMATION
Certain monetary amounts set out in this Offering Circular have been subject to rounding adjustments.
Accordingly, figures shown as totals in tables may not be the arithmetic sums of the figures that precede them.
In this Offering Circular, references to "U.S. dollars", "U.S.$" or "USD" are to United States dollars, the lawful
currency of the United States, references to "Sterling" and "£" are to the lawful currency of the United Kingdom,
references to "Euro", "EUR" or "" are to the lawful currency of the Eurozone, references to "RMB" or
"Renminbi" are to the lawful currency of the PRC, references to "Hong Kong dollars" or "HK$" are to the
lawful currency of Hong Kong, references to "MOP" are to Macau pataca, the lawful currency of Macau,
references to "MXN" are to Mexican Pesos, the lawful currency of Mexico, references to "MYR" are to
Malaysian ringgit, the lawful currency of Malaysia, references to "IDR" are to Indonesian rupiah, the lawful
currency of Indonesia, references to "THB" are to Thai baht, the lawful currency of Thailand, references to
"KZT" are to Kazakhstani tenge, the lawful currency of Kazakhstan, references to "NZD" are to New Zealand
dollars, the lawful currency of New Zealand, references to "RUB" are to Russian rubles, the lawful currency of
Russia, references to "CAD" are to Canadian dollars, the lawful currency of Canada, references to "ARS" are
to Argentine pesos, the lawful currency of Argentina, references to "BRL" are to Brazilian real, the lawful
currency of Brazil, references to "ZAR" are to South African rand, the lawful currency of South Africa and
references to "Japanese Yen" are to Japanese yen, the lawful currency of Japan.
The audited consolidated financial statements of the Group as at and for the years ended 31 December 2017
and 2018 incorporated by reference in this Offering Circular have been prepared and presented in accordance
with the International Financial Reporting Standards ("IFRSs"), and the unaudited and unreviewed interim
condensed consolidated financial statements as at and for the three months ended 31 March 2018 and 2019
incorporated by reference in this Offering Circular have also been prepared and presented based on IFRS.
Significant differences exist between IFRSs and generally accepted accounting principles in the United States
("U.S. GAAP") that might be material to the financial information herein. The Bank has made no attempt to
quantify the impact of those differences. In making an investment decision, prospective investors must rely
upon their own examination of the Bank, the terms of the offering and the financial information. Prospective
investors should consult their own professional advisers for an understanding of the differences between IFRSs
and U.S. GAAP and how those differences might affect the financial information herein.
The Bank adopted IFRS 9 Financial Instruments on 1 January 2018. For the impact of the adoption of IFRS
9 on the Bank, please refer to Note 2(3) "Basis of Preparation Change in accounting policies IFRS 9
"Financial Instruments"" of the audited consolidated financial statements of the Group as at and for the year
ended 31 December 2018 incorporated by reference herein. IFRS 9 includes an exemption from the requirement
to restate comparative information. The Bank has used the exemption from restating comparative information
and has recognised any transition adjustments against the opening balance of equity as at 1 January 2018. As a
result of the Bank's adoption of IFRS 9, in the audited consolidated financial statements of the Group as at and
for the year ended 31 December 2018, certain financial information as at and for the year ended 31 December
2017 has not been restated but has been reclassified to conform with the presentation of the audited consolidated
financial statements of the Group as at and for the year ended 31 December 2018. All references to financial
information as at 31 December 2017 as included in this Offering Circular are to such reclassified numbers.
On 29 April 2019, we announced our unaudited consolidated financial results as at and for the three months
ended 31 March 2019. On 1 January 2019, the Bank adopted IFRS 16 - Leases ("IFRS 16"). The Bank elected
to use the modified retrospective approach for the adoption of IFRS 16 and recognised the cumulative effect of
initial application as an adjustment to the opening balance of retained earnings at 1 January 2019. The
consolidated financial statements of the Bank for the year ended 31 December 2018 and the unaudited
consolidated financial results for the three months ended 31 March 2018 (in each case as presented and/or
incorporated by reference in this Offering Circular) do not reflect the impact of adoption of this new standard.

v

In this Offering Circular, references to "China", "Mainland China" and the "PRC" mean the People's Republic
of China and for geographical reference only (unless otherwise stated) exclude Taiwan, Macau and Hong Kong;
references to "PRC Government" mean the government of the PRC; references to "Hong Kong" are to the Hong
Kong Special Administrative Region of the People's Republic of China; references to "Macau" are to the Macau
Special Administrative Region of the People's Republic of China; references to "U.S." are to the United States;
and references to "UK" or "United Kingdom" are to the United Kingdom of Great Britain and Northern Ireland.
In this Offering Circular, references to "billion" are to a thousand million, and references to "trillion" are to a
thousand billion.

vi

FORWARD LOOKING STATEMENTS
Certain statements under "Risk Factors", "Description of the Issuer", "Description of the Bank", and elsewhere
in this Offering Circular constitute "forward looking statements". The words including "believe", "intend",
"expect", "plan", "anticipate", "schedule", "estimate" and similar words or expressions identify forward
looking statements. In addition, all statements other than statements of historical facts included in this Offering
Circular, including, but without limitation, those regarding the financial position, business strategy, prospects,
capital expenditure and investment plans of the Group and the plans and objectives of the management of the
Group for its future operations (including development plans and objectives relating to the Group's operations),
are forward looking statements. Such forward looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results or performance of the Group to differ materially
from those expressed or implied by such forward looking statements. Such 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. The Issuer expressly disclaims any obligation or
undertaking to release any updates or revisions to any forward looking statements contained herein to reflect
any change in the Issuer's or the Group's expectations with regard thereto or any change of events, conditions
or circumstances, on which any such statements were based. This Offering Circular discloses, under "Risk
Factors" and elsewhere, important factors that could cause actual results to differ materially from the Issuer's
expectations. All subsequent written and forward looking statements attributable to the Issuer or persons acting
on behalf of the Issuer are expressly qualified in their entirety by such cautionary statements.
DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed in conjunction with each relevant Pricing Supplement and
all amendments and supplements from time to time to this Offering Circular, 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.
The following documents which previously have been published and have been filed with the LuxSE shall be
incorporated in, and form part of, this Offering Circular:
·
the announcement of the Group's first quarterly report of 2019, containing the unaudited and unreviewed
consolidated financial statements of the Group as at and for the three months ended 31 March 2019;
·
the announcement of the Group's first quarterly report of 2018, containing the unaudited and unreviewed
consolidated financial statements of the Group as at and for the three months ended 31 March 2018;
·
the audited consolidated financial statements of the Group as at and for the year ended 31 December
2018 together with the Independent Auditor's Report thereon, as set out on pages 120 to 298 (inclusive)
of the annual report (published on 25 April 2019) of the Bank for the year ended 31 December 2018 (the
"2018 Annual Report");
·
the audited consolidated financial statements of the Group as at and for the year ended 31 December
2017 together with the Independent Auditor's Report thereon, as set out on pages 120 to 272 (inclusive)
of the annual report (published on 23 April 2018) of the Bank for the year ended 31 December 2017 (the
"2017 Annual Report");
·
the Terms and Conditions of the Notes contained in the Offering Circular of the Programme dated 8
January 2015 at pages 50 to 81;
·
the Terms and Conditions of the Notes contained in the Offering Circular of the Programme dated 18
January 2016 at pages 46 to 74; and

vii

·
the Terms and Conditions of the Notes contained in the Offering Circular of the Programme dated 25
September 2017 at pages 54 to 82.
Any statement contained herein or in a document which is deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for the purpose of this Offering Circular to the extent that a statement
contained in any such subsequent document which is deemed to be incorporated by reference herein modifies
or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so
modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular.
Copies of all such documents which are incorporated by reference 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) at the office of the Issuer at 32, Boulevard Royal, L-2449, Luxembourg and from the specified offices
of the Paying Agents (as defined under "Terms and Conditions of the Notes").
The documents incorporated by reference in this Offering Circular will be published on the website of the
LuxSE (www.bourse.lu). For the avoidance of doubt, the content of the websites included in this Offering
Circular are for information purposes only and does not form part of this Offering Circular.

viii

TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME .............................................................................................................. 1
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION .............................................. 6
EXCHANGE RATE INFORMATION ..............................................................................................................10
RISK FACTORS ...............................................................................................................................................12
USE OF PROCEEDS ........................................................................................................................................42
GREEN BOND FRAMEWORK ......................................................................................................................43
NOTES BEING ISSUED AS GREEN BONDS ...............................................................................................44
FORM OF THE NOTES ...................................................................................................................................48
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................55
FORM OF PRICING SUPPLEMENT ..............................................................................................................86
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .......................98
CAPITALISATION AND INDEBTEDNESS .................................................................................................101
DESCRIPTION OF THE ISSUER .................................................................................................................102
DESCRIPTION OF THE BANK ....................................................................................................................104
RECENT DEVELOPMENTS .........................................................................................................................134
FUNDING AND CAPITAL ADEQUACY .....................................................................................................142
RISK MANAGEMENT ..................................................................................................................................147
ASSETS AND LIABILITIES .........................................................................................................................162
DIRECTORS AND SENIOR MANAGEMENT ............................................................................................182
PRINCIPAL SHAREHOLDERS ....................................................................................................................192
TAXATION .....................................................................................................................................................194
SUBSCRIPTION AND SALE ........................................................................................................................198
NATIONAL DEVELOPMENT AND REFORM COMMISSION FILINGS .................................................205
GENERAL INFORMATION ..........................................................................................................................207

ix