Obligation ICBC (Luxembourg branch) 0% ( XS1691909334 ) en EUR

ICBC (Luxembourg branch)

100 % ▲

Chine

XS1691909334 ( en EUR )

12/10/2020 - Obligation échue

Prospectus brochure de l'obligation ICBC (Luxembourg branch) XS1691909334 en EUR 0%, échue

100 000 EUR

1 100 000 000 EUR

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 EUR, avec le code ISIN XS1691909334, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/10/2020

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 listed 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 25 September 2017

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 Ltd. (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.

i

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 LGX 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, 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

ii

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
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, from 1 January
2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be
offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail

iii

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 ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"),
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 qualified investor as defined in Directive 2003/71/EC (as amended, 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.

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.
Our audited consolidated financial statements as at and for the years ended 31 December 2015 and 2016 have
been prepared and presented in accordance with the International Financial Reporting Standards ("IFRSs")
and our unaudited but reviewed interim condensed consolidated financial statements as at and for the six
months ended 30 June 2017 have been prepared and presented in accordance with International Accounting
Standard 34 ("IAS 34"). 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.
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.

v

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:

unaudited interim condensed consolidated financial statements of the Group as at and for the six
months ended 30 June 2017 together with the Review Report thereon, as set out on pages 80 to 176 of
the interim report (published on 21 September 2017) of the Bank for the six months ended 30 June
2017 (the "2017 Interim Report");

consolidated financial statements of the Group as at and for the year ended 31 December 2016 together
with the Independent Auditor's Report thereon, as set out on pages 122 to 271 of the annual report
(published on 21 April 2017) of the Bank for the year ended 31 December 2016 (the "2016 Annual
Report");

consolidated financial statements of the Group as at and for the year ended 31 December 2015 together
with the Independent Auditor's Report thereon, as set out on pages 126 to 267 of the annual report
(published on 22 April 2016) of the Bank for the year ended 31 December 2015 (the "2015 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; and

vi

the Terms and Conditions of the Notes contained in the Offering Circular of the Programme dated 18
January 2016 at pages 46 to 74.
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.

vii

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 ........................................................................................................................................41
GREEN BOND FRAMEWORK ......................................................................................................................42
NOTES BEING ISSUED AS GREEN BONDS ...............................................................................................43
FORM OF THE NOTES ...................................................................................................................................47
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................54
FORM OF PRICING SUPPLEMENT ..............................................................................................................82
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .......................94
CAPITALISATION AND INDEBTEDNESS ...................................................................................................97
DESCRIPTION OF THE ISSUER ...................................................................................................................98
DESCRIPTION OF THE BANK ....................................................................................................................100
RECENT DEVELOPMENTS .........................................................................................................................133
FUNDING AND CAPITAL ADEQUACY .....................................................................................................135
RISK MANAGEMENT ..................................................................................................................................140
ASSETS AND LIABILITIES .........................................................................................................................155
DIRECTORS AND SENIOR MANAGEMENT ............................................................................................181
PRINCIPAL SHAREHOLDERS ....................................................................................................................194
TAXATION .....................................................................................................................................................196
SUBSCRIPTION AND SALE ........................................................................................................................201
NATIONAL DEVELOPMENT AND REFORM COMMISSION FILINGS .................................................208
GENERAL INFORMATION ..........................................................................................................................209

viii

OVERVIEW OF THE PROGRAMME
This overview must be read as an introduction to this Offering Circular and any decision to invest in the
Notes should be based on a consideration of the Offering Circular as a whole, including any information
incorporated by reference. Words and expressions defined in "Terms and Conditions of the Notes" below or
elsewhere in this Offering Circular have the same meanings in this overview.
Issuer
Industrial and Commercial Bank of China Ltd., Luxembourg
Branch.
Description
Medium Term Note Programme.
Programme Size
Up to EUR8,000,000,000 (or the equivalent in other currencies
calculated as described in the Dealer Agreement) aggregate
nominal amount of Notes outstanding at any time. The Issuer
may increase the amount of the Programme in accordance with
the terms of the Dealer Agreement.
Risk Factors
Investing in Notes issued under the Programme involves certain
risks. The principal risk factors that may affect the abilities of
the Issuer in fulfilling its obligations in respect of the Notes are
discussed under the section "Risk Factors" below.
Arrangers
Industrial and Commercial Bank of China (Asia) Limited,
Industrial and Commercial Bank of China Limited, Singapore
Branch, Standard Chartered Bank, BNP Paribas and HSBC
Bank plc.
Dealers
Industrial and Commercial Bank of China (Asia) Limited,
Industrial and Commercial Bank of China Limited, Singapore
Branch, Standard Chartered Bank, BNP Paribas and HSBC
Bank plc and any other Dealer appointed from time to time by
the Issuer either generally in respect of the Programme or in
relation to a particular Tranche of Notes (together, the
"Dealers").
Issuing and Paying Agent, Transfer
BNP Paribas Securities Services, Luxembourg Branch.
Agent and Registrar
Fiscal Agent
BNP Paribas Securities Services, Luxembourg Branch.
CMU Lodging and Paying Agent
The CMU lodging and paying agent appointed from time to
time in relation to CMU Notes.
Method of Issue
The Notes will be issued on a syndicated or non syndicated
basis. The Notes will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise identical
(or identical other than in respect of the first payment of
interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series
may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche (which
will be completed, where necessary, with the relevant terms and
conditions and, save in respect of the issue date, issue price,

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