Obligation Agricultural Development Bank of China (ADBC) 0% ( XS1880465098 ) en USD

Agricultural Development Bank of China (ADBC)

100 % ▲

Chine

XS1880465098 ( en USD )

27/09/2021 - Obligation échue

Prospectus brochure de l'obligation Agricultural Development Bank of China (ADBC) XS1880465098 en USD 0%, échue

200 000 USD

700 000 000 USD

La Agricultural Development Bank of China (ADBC) est une banque publique chinoise spécialisée dans le financement du secteur agricole et rural, jouant un rôle crucial dans le soutien de la sécurité alimentaire et du développement rural du pays.

L'Obligation émise par Agricultural Development Bank of China (ADBC) ( Chine ) , en USD, avec le code ISIN XS1880465098, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/09/2021

(a statutory financial institution organised under the laws of the People's Republic of China)
U.S.$ 700,000,000 Floating Rate Bonds due 2021
CNY 1,200,000,000 4.16 per cent. Bonds due 2020

Issue Price for the USD Bonds: 100.00 per cent.
Issue Price for the CNY Bonds: 100.00 per cent.

These Listing Particulars (the "Listing Particulars") are prepared in connection with (i) the floating rate bonds due 2021 in the aggregate principal amount
of U.S.$700,000,000 (the "USD Bonds"), and (ii) the 4.16 per cent. bonds due 2020 in the aggregate principal amount of CNY 1,200,000,000 (the "CNY
Bonds" and together with the USD Bonds, the "Bonds") issued on 27 September2018 (the "Issue Date") by Agricultural Development Bank of China (the
"Issuer" or the "Bank"). The Original Offering Circular in respect of the Bonds dated 19 September 2018 (the "Offering Circular"), is set out in Annex
hereto and forms part of these Listing Particulars. Terms defined in the Offering Circular have the same meaning when used in these Listing Particulars.
An application has been made to the Luxembourg Stock Exchange (the "LuxSE") in its capacity as competent authority under Part IV of the Luxembourg
Law dated 10 July 2005 on prospectus for securities, as amended (the "Prospectus Law") and the rules and regulations of the LuxSE (the "LuxSE Rules")
to approve these Listing Particulars, the Offering Circular as a prospectus. An application has also been made for the Bonds to be admitted to trading on the
Euro MTF market, which is a market operated by the LuxSE, and listed on the Official List of the LuxSE (the "Official List"). The Euro MTF market is not
a regulated market pursuant to the provisions of the Directive 2004/39/EC. This Prospectus comprises information about the Issuer and the Bonds for the
purposes of Part 2 of the LuxSE Rules.
This document does not constitute a prospectus for the purposes of article 3 of Directive 2003/71/EC, as amended (the "Prospectus Directive"). This
Prospectus may only be used for the purposes for which it has been published.
The Bonds may not be offered to the public or indirectly to the public unless the requirements of the Prospectus Law have been satisfied.
The LuxSE assumes no responsibility on the correctness of any of the statements made or opinions expressed, or reports contained in this Prospectus.
Admission to trading on the Euro MTF market and listing on the Official List of the LuxSE is not to be taken as an indication of the merits of the Issuer or the
Bonds. The Issuer accepts responsibility for the information contained in the Offering Circular and these Listing Particulars. To the best of the knowledge of
the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the
facts and does not omit anything likely to affect the import of such information.
An unofficial translation of the consolidated financial statements of the Issuer for the year ended on 31 December 2017 appended to these Listing Particulars
have been audited by its independent auditor, Grant Thornton Certified Public Accountants, as stated in its report appended herein.
S&P Global Ratings Inc. ("S&P") assigned a rating of A+ to the Bonds. S&P is established in the European Union and 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 anytime by the assigning rating agency.
The Issuer is duly incorporated under the laws of the People's Republic of China and operates in conformity with its constitution. The Fiscal Agency
Agreement, the Deeds of Covenant (as each term defined in the Offering Circular) and the Bonds and any non-contractual obligations arising out or in
connection with these documents are governed by, and shall be construed in accordance with, English law. Notwithstanding the foregoing, the Bonds conform
with the laws of the People's Republic of China and are duly authorised according to the requirements of the Issuer's constitution. All necessary statutory and
other consents have been obtained.
Each series of Bonds will be represented by beneficial interests in a global bond certificate (each a "Global Bond Certificate" and together the "Global Bond
Certificates") in registered form, which will be registered in the name of a nominee for, and shall be deposited on or about the Issue Date with a common
depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"). Beneficial interests in the Global Bond Certificates
will be shown on, and transfer thereof will be affected only through, records maintained by Euroclear and Clearstream. Except as described herein, individual
certificates for the Bonds of the relevant series will not be issued in exchange for interests in the relevant Global Bond Certificate.
The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and, and 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. For a description of these and certain further restrictions on offers and sales of the Bonds and the distribution of these Listing Particulars, see "Subscription
and Sale" of these Listing Particulars.
The Bonds are listed on the Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange" or the "HKSE") by way of debt issues to professional
investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong).

These Listing Particulars will be published on the website of the LuxSE (www.bourse.lu) and will be available free of charge at the specified office of the
Issuer at A2 Yuetanbeijie Street, Xicheng District, Beijing 100045, PRC. For the avoidance of doubt, the content of the websites included in these Listing
Particulars are for information purposes only and does not form part of these Listing Particulars.

______________
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Bank of China
Standard Chartered Bank
Bank of Communications
Joint Bookrunners and Joint Lead Managers
Crédit Agricole CIB
BOCOM International
Agricultural Bank of
ABC International
ICBC (Asia)
China Limited Hong Kong
Branch
HSBC Mizuho
Securities
Commerzbank Citigroup
J.P.
Morgan

The date of these Listing Particulars is 28 September 2018.

This document includes particulars given in compliance with the Rules and Regulations of the Luxembourg Stock
Exchange for the purpose of giving information with regard to the Issuer. The Issuer accept full responsibility for the
accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to
the best of their knowledge and belief there are no other facts the omission of which would make any statement
herein misleading. The Issuer, having made all reasonable enquiries, confirms that (i) these Listing Particulars
contains all material information with respect to the Issuer, and to the Bonds necessary to enable investors to make
an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer
and of the rights attaching to the Bonds), (ii) all statements of fact relating to the Issuer and to the Bonds contained
in these Listing Particulars are in every material particular true and accurate and not misleading in any material
respect, and that there are no other facts in relation to the Issuer and to the Bonds the omission of which would in the
context of the issue of the Bonds make any statement in these Listing Particulars misleading in any material respect,
(iii) the statements of intention, opinion, belief or expectation with regard to the Issuer contained in these Listing
Particulars are honestly made or held and have been reached after considering all relevant circumstances and have
been based on reasonable assumptions at the material time and (iv) all reasonable enquiries have been made by the
Issuer to ascertain such facts and to verify the accuracy of all such statements.
These Listing Particulars have been prepared by the Issuer solely in connection with admission to trading on the Euro
MTF market and listing on the Official List of the LuxSE of the Bonds described in these Listing Particulars.
No action is being taken to permit a public offering of the Bonds or the distribution of this document in any
jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the
Bonds, 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 Bonds and distribution of these
Listing Particulars, see "Subscription and Sale" of these Listing Particulars.
No person has been or is authorised to give any information or to make any representation concerning the Issuer, the
Bonds 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 Bank of China, Standard Chartered Bank and Bank of
Communications Co., Ltd. Hong Kong Branch (the "Joint Global Coordinators"), Crédit Agricole Corporate and
Investment Bank, BOCOM International Securities Limited, Agricultural Bank of China Limited Hong Kong
Branch, ABCI Capital Limited, Industrial and Commercial Bank of China (Asia) Limited, The Hongkong and
Shanghai Banking Corporation Limited, Mizuho Securities Asia Limited, Commerzbank Aktiengesellschaft,
Citigroup Global Markets Limited and J.P. Morgan Securities plc (the "Joint Bookrunners", together with Joint
Global Coordinators the "Joint Lead Managers"). Neither the delivery of these Listing Particulars nor any offering,
sale or delivery made in connection with the issue of the Bonds 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 any of them since the date hereof or create any implication that the information contained herein is
correct as at any date subsequent to the date hereof. These Listing Particulars do not constitute an offer of, or an
invitation by or on behalf of the Issuer, the Joint Lead Managers or the Agents to subscribe for or purchase any of
the Bonds 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.
No representation or warranty, express or implied, is made or given by the Joint Lead Managers or the Agents as to
the accuracy, completeness or sufficiency of the information contained in these Listing Particulars, and nothing
contained in these Listing Particulars is, or shall be relied upon as, a promise, representation or warranty, express or
implied, by the Joint Lead Managers or the Agents. Each of the Joint Lead Managers has not independently verified
any of the information contained in these Listing Particulars and can give no assurance that this information is
accurate, truthful or complete. These Listing Particulars are 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 or the Agents
that any recipient of these Listing Particulars should purchase the Bonds.

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To the fullest extent permitted by law, none of the Joint Lead Managers or the Agents or any of their respective
affiliates, directors or advisers accepts any responsibility for the contents of these Listing Particulars. The Joint Lead
Managers and the Agents and their respective affiliates, directors or advisers accordingly disclaims all and any
liability, whether arising in tort or contract or otherwise, which it might otherwise have in respect of these Listing
Particulars or any such statement. None of the Joint Lead Managers or the Agents or any of their respective affiliates,
directors or advisers undertakes to review the results of operations, financial conditions or affairs of the Issuer during
the life of the arrangements contemplated by these Listing Particulars nor to advise any investor or potential investor
in the Bonds of any information coming to the attention of the Joint Lead Managers or the Agents.
Listing of the Bonds on LuxSE is not to be taken as an indication of the merits of the Issuer or the Bonds. In making
an investment decision, investors must rely on their own examination of the Issuer, and the terms of the offering,
including the merits and risks involved. See "Risk Factors" in the Listing Particulars for a discussion of certain
factors to be considered in connection with an investment in the Bonds.
IN CONNECTION WITH THE ISSUE OF THE BONDS, ANY OF THE JOINT LEAD MANAGERS AS THE
STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF SUCH STABILISING MANAGER) MAY
OVER-ALLOT BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE
BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED
PERIOD AFTER THE CLOSING DATE, BUT IN SO DOING, THE STABILISING MANAGER SHALL ACT AS
PRINCIPAL AND NOT AS AGENT OF THE BANK. HOWEVER, THERE IS NO OBLIGATION ON SUCH
STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE 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 STABILISATION SHALL BE IN COMPLIANCE
WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES.

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TABLE OF CONTENTS
Page
TAXATION ........................................................................................................................................................ 4
OTHER INFORMATION .................................................................................................................................. 7
EEA SELLING RESTRICTIONS ...................................................................................................................... 9
ANNEX A .........................................................................................................................................................10

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TAXATION
Luxembourg
The comments below are intended as a basic summary of certain tax consequences in relation to the purchase,
ownership and disposal of the Bonds under Luxembourg law. Persons who are in any doubt as to their tax
position should consult a professional tax adviser.
Withholding Tax
Under Luxembourg tax law currently in effect and with the possible exception of interest paid to certain
individual Bondholders, there is no Luxembourg withholding tax on payments of interest (including accrued
but unpaid interest). There is also no Luxembourg withholding tax, with the possible exception of payments
made to certain individual Bondholders, upon repayment of principal in case of reimbursement, redemption,
repurchase or exchange of the Bonds.
Luxembourg residents
In accordance with the law of 23 December 2005, as amended, on the introduction of a withholding tax on
certain interest payments on savings income, interest payments made by Luxembourg paying agents to
Luxembourg individual residents are subject to a 20 per cent. withholding tax. Responsibility for withholding
such tax will be assumed by the Luxembourg paying agent.
Income Taxation on Principal, Interest, Gains on Sales or Redemption
Luxembourg tax residency of the Bondholders
Bondholders will not be deemed to be resident, domiciled or carrying on business in Luxembourg solely by
reason of holding, execution, performance, delivery, exchange and/or enforcement of the Bonds.
Taxation of Luxembourg non-residents
Bondholders who are non-residents of Luxembourg and who do not have a permanent establishment, a
permanent representative or a fixed base of business in Luxembourg with which the holding of the Bonds is
connected, will not be subject to taxes (income taxes and net wealth tax) or duties in Luxembourg with respect
to payments of principal or interest (including accrued but unpaid interest), payments received upon redemption,
repurchase or exchange of the Bonds or capital gains realised upon disposal or repayment of the Bonds.
Taxation of Luxembourg residents
Bondholders who are residents of Luxembourg will not be liable for any Luxembourg income tax on repayment
of principal.
Interest received by an individual resident in Luxembourg is, in principle, reportable and taxable at the
progressive rate unless the interest has been subject to withholding tax (see above "Withholding Tax" -
Luxembourg residents) or to the self-applied tax, if applicable. Indeed, in accordance with the Luxembourg law
of 23 December 2005, as amended, Luxembourg resident individuals, acting in the framework of their private
wealth, can opt to self-declare and pay a 20 per cent. tax on interest payments made by paying agents located
in an EU Member State other than Luxembourg, or a Member State of the European Economic Area other than
an EU Member State.
The withholding tax or self-applied tax are the final tax liability for the Luxembourg individual resident
taxpayers receiving the interest payment in the framework of their private wealth. Individual Luxembourg
resident Bondholders receiving the interest as business income must include this interest in their taxable basis.
If applicable, the 20 per cent. Luxembourg withholding tax levied will be credited against their final income
tax liability.

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Luxembourg resident individual Bondholders are not subject to taxation on capital gains upon the disposal of
the Bonds, unless the disposal of the Bonds precedes the acquisition of the Bonds or the Bonds are disposed of
within six months of the date of acquisition of these Bonds. Upon the sale, redemption or exchange of the
Bonds, accrued but unpaid interest will be subject to the 20 per cent. withholding tax or the self-applied tax, if
applicable. Individual Luxembourg resident Bondholders receiving the interest as business income must include
the portion of the price corresponding to this interest in their taxable income. The 20 per cent. Luxembourg
withholding tax levied will be credited against their final income tax liability.
Luxembourg resident corporate Bondholders, or non-resident Bondholders which have a permanent
establishment, a permanent representative or a fixed base of business in Luxembourg with which the holding
of the Bonds is connected, must for income tax purposes include in their taxable income any interest (including
accrued but unpaid interest) as well as the difference between the sale or redemption price and the lower of the
cost or book value of the Bonds sold or redeemed.
Luxembourg resident corporate Bondholders which are companies benefiting from a special tax regime (such
as (a) family wealth management companies subject to the law of 11 May 2007, as amended, (b) undertakings
for collective investment subject to the law of 17 December 2010, as amended,(c) specialised investment funds
subject to the law of 13 February 2007, as amended, or (d) reserved alternative investment funds governed by
the law of 23 July 2016, provided it is not foreseen in the incorporation documents that (i) the exclusive object
is the investment in risk capital and that (ii) article 48 of the aforementioned law of 23 July 2016 applies) are
tax exempt entities in Luxembourg, and are thus not subject to any Luxembourg tax (i.e., corporate income tax,
municipal business tax and net wealth tax) other than the annual subscription tax calculated on their (paid up)
share capital (and share premium) or net asset value.
Net Wealth tax
Luxembourg net wealth tax will not be levied on a corporate Bondholder, unless (a) such Bondholder is a
Luxembourg resident other than a Bondholder governed by (i) the laws of 17 December 2010 on undertakings
for collective investment; as amended, (ii) the law of 13 February 2007 on specialised investment funds, as
amended, (iii) the law of 22 March 2004 on securitisation; as amended, (iv) the law of 15 June 2004 on the
investment company in risk capital; as amended, (v) the law of 11 May 2007 on family estate management
companies, as amended, or (vi) the law of 23 July 2016 on reserved alternative investment funds, or (b) the
Bonds are attributable to an enterprise or part thereof which is carried on in Luxembourg through a permanent
establishment or a permanent representative.
Other taxes
No stamp, registration, transfer or similar taxes or duties will be payable in Luxembourg by Noteholders in
connection with the issue of the Bonds, nor will any of these taxes be payable as a consequence of a subsequent
transfer or redemption of the Bonds, unless the documents relating to the Bonds are (a) voluntarily registered
in Luxembourg, or (b) voluntarily appended to a document that requires mandatory registration in Luxembourg.
There is no Luxembourg value added tax payable in respect of payments in consideration for the issuance of
the Bonds or in respect of the payment of interest or principal under the Bonds or the transfer of the Bonds.
Luxembourg value added tax may, however, be payable in respect of fees charged for certain services rendered
to the Issuer, if for Luxembourg value added tax purposes such services are rendered or are deemed to be
rendered in Luxembourg and an exemption from Luxembourg value added tax does not apply with respect to
such services.
Bondholders not permanently resident in Luxembourg at the time of death will not be subject to inheritance or
other similar taxes in Luxembourg in respect of the Bonds. No Luxembourg gift tax is levied upon a gift or

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donation of the Bonds, if the gift is not passed before a Luxembourg notary or recorded in a deed registered in
Luxembourg.

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OTHER INFORMATION
Capitalisation of the Issuer
As a policy-oriented statutory financial institution under the State Council, the Bank has no share capital, and
no person other than the People's Republic of China government has, or can obtain, an ownership interest or
equity participation in the Bank. The Bank has a registered capital of RMB57 billion, all of which has been
contributed by the People's Republic of China government through its Ministry of Finance of the People's
Republic of China (). The Bank's financial accounts are also subject to the approval
of the Ministry of Finance of the PRC (). In addition, because of the Bank's role in the
implementation of the People's Republic of China's agricultural policies, the Ministry of Finance of the
People's Republic of China () has confirmed that it will compensate the Bank for any
losses incurred by the Bank in its policy-oriented banking operations. In the event of any funding shortfall of
the Bank, the People's Bank of China ()will provide financial support by, among others, granting
loans in the form of re-lending to the Bank.
Authorisation
The Bank has obtained all necessary consents, approvals and authorisations in connection with the issue and
performance of its obligations under the Bonds, the Deeds of Covenant and the Fiscal Agency Agreement,
including (i) the written resolutions of the 6th Party Committee's work conference meeting of the Bank dated
9 February 2018; (ii) the approval from the National Development and Reform Commission (the "NDRC")
obtained by the Bank on 9 April 2018 with respect to the issuance of the Bonds; and (iii) the approval from the
People's Bank of China () obtained by the Bank in respect of the Bonds on 9 March 2018.
Documents on Display
So long as the Bonds are listed in the Official List of the LuxSE and admitted to trading on the Euro MTF
market and the LuxSE Rules so require, copies of the following documents are available free of charge or may
be inspected during normal business hours at the corporate headquarters and principal place of business of the
Bank in the PRC at A2 Yuetanbeijie Street, Xicheng District, Beijing 100045, PRC:
(i)
extracted articles of association of the Issuer in English language (together with a brief version, as
approved by the State Council in November 2016);
(ii)
the audited consolidated financial statements of the Issuer for the year ended 31 December 2017;
(iii) a copy of the Offering Circular;
(iv)
a copy of the approval of the NDRC dated 9 April 2018;
(v)
a copy of the approval of the People's Bank of China () dated 9 March 2018;
(vi)
the Deeds of Covenant; and
(vii) the Fiscal Agency Agreement.
Moreover copies of the Bank's annual report for the year ended 31 December 2017 will be available from the
Issue Date at the Fiscal Agent's office at 20 Pedder Street, Central, Hong Kong, during normal business hours,
so long as any of the Bonds is outstanding.
Notices regarding the Bonds
In respect of Bonds admitted to trading on a market operated by the LuxSE and listed in the Official List of the
LuxSE and as long as the rules of such exchange so require, all notices regarding the Bonds will be published

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in a Luxembourg daily newspaper with general circulation in Luxembourg (which is expected to be the
Luxemburger Wort) or on the LuxSE website (www.bourse.lu).
Statement on Prospect
The Issuer expect their business operations and financial performance in the year of 2018 to be in line with
trends displayed in the year of 2017.
Financial Information
The Audited Financial Statements, which have been audited by Grant Thornton as stated in its report appearing
therein, are included in these Listing Particulars. These consolidated financial statements of the Bank are
prepared in accordance with PRC GAAP. These consolidated financial statements are not intended to present
the financial position, results of operations and cash flows in accordance with accounting principles and
practices generally accepted in other countries and jurisdictions. There is no material difference between PRC
GAAP and IFRS.
No Material Adverse Change
There has been no material adverse change, or any development reasonably likely to involve an adverse change,
in the financial or trading position, prospects or results of operations of the Bank since 31 December 2017.

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