Obligation Agricultural Development Bank of China (ADBC) 0% ( XS1901209376 ) en EUR

Agricultural Development Bank of China (ADBC)

100 % ▼

Chine

XS1901209376 ( en EUR )

26/11/2021 - Obligation échue

Prospectus brochure de l'obligation Agricultural Development Bank of China (ADBC) XS1901209376 en EUR 0%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par Agricultural Development Bank of China (ADBC) ( Chine ) , en EUR, avec le code ISIN XS1901209376, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/11/2021

(a statutory financial institution organised under the laws of the People's Republic of China)
C
= 500,000,000 Floating Rate Bonds due 2021
Issue Price for the Floating Rate Bonds: 100.00 per cent.
The floating rate bonds due 2021 in the aggregate principal amount of C
= 500,000,000 (the "Bonds") will be issued by Agricultural Development Bank of China (the
"Bank").
The Bonds will bear interest from (and including) the Issue Date at the rate of EURIBOR plus a margin of 0.48 per cent. per annum. Interest on the Bonds is payable
quarterly in arrear on 26 February, 26 May, 26 August and 26 November in each year, commencing on 26 February 2019, provided, however, that, if any Interest Payment
Date (as defined in the Terms and Conditions of the Bonds) would otherwise fall on a date which is not a TARGET Settlement Day (as defined in the Terms and Conditions
of the Bonds), it will be postponed to the next TARGET Settlement Day unless it would thereby fall into the next calendar month, in which case it will be brought forward
to the preceding TARGET Settlement Day.
Payments in respect of the Bonds shall be made free and clear of, and without deduction or withholding for or on account of any present or future taxes, duties, assessment
or governmental charges of whatever nature imposed or levied by or on behalf of the PRC or by or within any of its political subdivisions or authorities having power
to tax as further described in Condition 7 (Taxation) of the terms and conditions of the Bonds (the "Terms and Conditions of the Bonds").
On giving not less than 30 nor more than 60 days' notice to the holders of the Bonds (which notice shall be irrevocable), the Bank may redeem the Bonds, or on any
Interest Payment Date in whole, but not in part, at their principal amount, together with interest accrued to the date fixed for redemption, if, immediately before giving
such notice, the Bank has or will become obliged to pay Additional Amounts (as defined in the Terms and Conditions of the Bonds) as a result of any change in, or
amendment to, the laws or regulations of the PRC or any political subdivision or any authority thereof or therein having power to tax, or any change in the application
or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after
19 November 2018, and such obligation cannot be avoided by the Bank taking reasonable measures available to it.
Unless previously redeemed, or purchased and cancelled as provided herein, the Bank will redeem each Bond at its principal amount on the Interest Payment Date falling
on, or nearest to, 26 November 2021.
The Bonds will constitute direct, unsubordinated, unconditional and (subject to Condition 3(a) (Negative Pledge) of the Terms and Conditions of the Bonds) unsecured
obligations of the Bank which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsubordinated and unsecured
obligations of the Bank from time to time outstanding (except for any statutory preference or priority applicable in the winding-up of the Bank).
The Bonds will be issued in denominations of C
= 100,000 and integral multiples of C
= 1,000 in excess thereof.
Investing in the Bonds involves certain risks. See "Risk Factors" beginning on page 16 for a discussion of certain factors to be considered in connection with
an investment in the Bonds.
The Bonds have not been and will not be registered under the Securities Act 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. The Bonds are being offered only outside the United States
in reliance on Regulation S. For a description of these and certain further restrictions on offers and sales of the Bonds and the distribution of this Offering
Circular, see "Subscription and Sale".
Application has been made to The Hong Kong Stock Exchange Limited ("Hong Kong Stock Exchange") for the listing of the Bonds by way of debt issues to professional
investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and in the Securities and Futures Ordinance (Cap.
571) of Hong Kong (the "SFO")) (together, "Professional Investors") only. This document is for distribution to Professional Investors only. Investors should not
purchase the Bonds in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Bonds are only suitable
for Professional Investors.
The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility
statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Bonds
on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Bonds, the Bank or quality of disclosure
in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this Offering Circular, make
no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this Offering Circular.
An application has been made to the Luxembourg Stock Exchange (the "LuxSE") in its capacity as competent authority under Part IV of the Luxembourg Law dated 10
July 2005 on prospectus for securities, as amended (the "Prospectus Law") and the rules and regulations of the LuxSE (the "LuxSE Rules") to approve this document
as a prospectus. An application has also been made for the Notes to be admitted to trading on the Euro MTF market, which is a market operated by the LuxSE, and listed
on the Official List of the LuxSE (the "Official List"). The Euro MTF market is not a regulated market pursuant to the provisions of the Directive 2014/65/EU of the
European Parliament and of the Council on markets in financial instruments. This Offering Circular comprises information about the Issuer and the Notes for the purposes
of Part 2 of the LuxSE Rules. An application has also been made for the Notes to be displayed on the Luxembourg Green Exchange ("LGX").
This document does not constitute a prospectus for the purposes of article 3 of Directive 2003/71/EC, as amended (the "Prospectus Directive"). This Offering Circular
may only be used for the purposes for which it has been published.
The Notes may not be offered to the public or indirectly to the public unless the requirements of the Prospectus Law have been satisfied.
The LuxSE assumes no responsibility on the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Admission
to trading on the Euro MTF market and listing on the Official List of the LuxSE is not to be taken as an indication of the merits of the Issuer or the Notes.
Application has been made to the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the "Frankfurt Stock Exchange") for the Bonds to be admitted to trading
on the Quotation Board of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange and the Bonds will be available for trading on the China Europe International
Exchange AG (CEINEX).
MIFID II product governance/Professional investors and ECPs only target market-- Solely for the purposes of the manufacturer's product approval process, the
target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only,
each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturer's target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or
refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Singapore Securities and Futures Act Product Classification -- Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the
Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the Bank has determined, and hereby notifies all relevant persons (as defined in 309A of SFA) that
the Bonds are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) 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).
The Bonds are expected to be rated "A+" by S&P Global Ratings ("S&P"). Such ratings of the Bonds do not constitute a recommendation to buy, sell or hold the Bonds
and may be subject to revision or withdrawal any time by S&P. Each rating should be evaluated independently of any other ratings of the Bonds or other securities of
the Bank or of the Bank.
The Bonds will be represented by beneficial interests in a global bond certificate (the "Global Bond Certificate") 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 Certificate will be shown on, and transfer thereof will be effected only through, records maintained by Euroclear
and Clearstream. Except as described herein, individual certificates for the Bonds will not be issued in exchange for interests in the Global Bond Certificate.
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Bank of China
Standard Chartered Bank Bank of Communications
Crédit Agricole CIB
Joint Bookrunners and Joint Lead Managers
BOCOM
Agricultural
ABC
ICBC
International
Bank of China Limited
International
(Asia)
Hong Kong Branch
HSBC
Mizuho Securities
Commerzbank
Citigroup
J.P. Morgan
Offering Circular dated 19 November 2018

NOTICE TO INVESTORS
THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE BANK OR ANY OF ITS SUBSIDIARIES OR THAT THE
INFORMATION SET FORTH IN THIS OFFERING CIRCULAR IS CORRECT AS AT ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
This Offering Circular includes particulars given in compliance with the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited and the rules and regulations of the
Luxembourg Stock Exchange for the purpose of giving information with regard to the Bank. The Bank
accepts full responsibility for the accuracy of the information contained in this document and confirm,
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.
The Bank, having made all reasonable enquiries, confirms that (i) this Offering Circular contains all
information with respect to the Bank and to the Bonds which is material in the context of the issue
and offering of the Bonds, (ii) all statements relating to the Bank and to the Bonds contained in this
Offering Circular are in all material respects true and accurate and not misleading in any material
respect, (iii) the statements of intention, opinion, belief or expectation with regard to the Bank
contained in this Offering Circular are honestly made or held and have been reached after considering
all relevant circumstances and have been based on reasonable assumptions (iv) there are no other facts
in relation to the Bank or the Bonds the omission of which would, in the context of the issue and
offering of the Bonds, make any statement in this Offering Circular misleading in any material respect
and (v) all reasonable enquiries have been made by the Bank to ascertain such facts and to verify the
accuracy of all such information and statements. The Bank accepts full responsibility for the
information contained in this Offering Circular.
The Bank has prepared this Offering Circular solely for use in connection with the proposed offering
of the Bonds described in this Offering Circular. This Offering Circular does not constitute an offer
of, or an invitation by or on behalf of Bank of China Limited ("BOCL"), Bank of China (Hong Kong)
Limited ("BOCHK", together with BOCL, Bank of China), Standard Chartered Bank, Bank of
Communications Co., Ltd. Hong Kong Branch and Crédit Agricole Corporate and Investment Bank
(the "Joint Global Coordinators") and 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 International plc,
Commerzbank Aktiengesellschaft, Citigroup Global Markets Limited and J.P. Morgan Securities plc
(the "Joint Bookrunners", together with Joint Global Coordinators, the "Joint Lead Managers") or the
Bank to subscribe for or purchase any of the Bonds. The distribution of this Offering Circular and the
offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession
this Offering Circular comes are required by the Bank and the Joint Lead Managers to inform
themselves about and to observe any such restrictions. No action is being taken to permit a public
offering of the Bonds or the distribution of this Offering Circular 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 including the United States, Hong
Kong, the PRC, Japan, the United Kingdom, Singapore, Taiwan and Macau and to persons connected
therewith. For a description of certain further restrictions on offers and sales of the Bonds, and
distribution of this Offering Circular, see "Subscription and Sale". By purchasing the Bonds, investors
represent and agree to all of those provisions contained in that section of this Offering Circular. This
Offering Circular is personal to each offeree and does not constitute an offer to any other person or
to the public generally to subscribe for, or otherwise acquire, the Bonds. Distribution of this Offering
Circular to any other person other than the prospective investor and any
i

person retained to advise such prospective investor with respect to its purchase is unauthorised. Each
prospective investor, by accepting delivery of this Offering Circular, agrees to the foregoing and to
make no photocopies of this Offering Circular or any documents referred to in this Offering Circular.
No person has been or is authorised to give any information or to make any representation concerning
the Bank, or 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 Bank, the
Joint Lead Managers or the Agents (as defined in the Terms and Conditions of the Bonds) or their
respective any director, officer, employee, representative, agent or adviser. Neither the delivery of this
Offering Circular 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 Bank since the date hereof or
create any implication that the information contained herein is correct as at any date subsequent to the
date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of
the Bank, the Joint Lead Managers or the Agents or any of their respective affiliates to subscribe for
or purchase 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.
None of the Joint Lead Managers or the Agents or any of their respective director, officer, employee,
representative, agent or adviser has independently verified the information contained in this Offering
Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made or
given and no responsibility or liability is accepted, by the Joint Lead Managers or the Agents or any
of their respective director, officer, employee, representative, agent or adviser, as to the accuracy,
completeness or sufficiency of the information contained in this Offering Circular or any other
information supplied in connection with the Bonds. Nothing contained in this Offering Circular is, or
shall be relied upon as, a promise, representation or warranty by the Joint Lead Managers or the
Agents or any of the respective director, officer, employee, representative, agent or adviser. This
Offering Circular is not intended to provide the basis of any credit or other evaluation nor should it
be considered as a recommendation by any of the Bank, the Joint Lead Managers or the Agents or any
of the respective director, officer, employee, representative, agent or adviser that any recipient of this
Offering Circular should purchase the Bonds. Each person receiving this Offering Circular
acknowledges that such person has not relied on the Joint Lead Managers, the Agents or on any person
affiliated with the Joint Lead Managers or the Agents in connection with its investigation of the
accuracy of such information or its investment decision, and each such person must rely on its own
examination of the Bank and the merits and risks involved in investing in the Bonds. See "Risk
Factors" for a discussion of certain factors to be considered in connection with an investment in the
Bonds.
To the fullest extent permitted by law, none of the Joint Lead Managers or the Agents or any of their
respective director, officer, employee, representative, agent or adviser accepts any responsibility for
the contents of this Offering Circular and assume no responsibility for the contents, accuracy,
completeness or sufficiency of any such information or for any other statement, made or purported to
be made by the Joint Lead Managers or the Agents or any of their respective director, officer,
employee, representative, agent or adviser or on their behalf in connection with the Bank or the issue
and offering of the Bonds. Each of the Joint Lead Managers and the Agents and their respective
director, officer, employee, representative, agent or adviser accordingly disclaims all and any liability,
whether arising in tort or contract or otherwise, which it might otherwise have in respect of this
Offering Circular or any such statement. None of the Joint Lead Managers or the Agents or any of their
respective director, officer, employee, representative, agent or adviser undertakes to review the results
of operations, financial condition or affairs of the Bank during the life of the arrangements
contemplated by this Offering Circular 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 or their respective
director, officer, employee, representative, agent or adviser.
ii

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.
Any of the Joint Lead Managers and their respective affiliates may purchase the Bonds for its or their
own account and enter into transactions, including credit derivatives, such as asset swaps, repackaging
and credit default swaps relating to the Bonds and/or other securities of the Bank or its associates at
the same time as the offer and sale of the Bonds or in secondary market transactions. Such transactions
may be carried out as bilateral trades with selected counterparties and separately from any existing
sale or resale of the Bonds to which this Offering Circular relates (notwithstanding that such selected
counterparties may also be purchasers of the Bonds). Furthermore, investors in the Bonds may include
entities affiliated with the Bank.
Prospective investors should not construe anything in this Offering Circular as legal, business or tax
advice. Each prospective investor should determine for itself the relevance of the information
contained in this Offering Circular and consult its own legal, business and tax advisers as needed to
make its investment decision and determine whether it is legally able to purchase the Bonds under
applicable laws or regulations.
INDUSTRY AND MARKET DATA
Market data and certain industry forecasts used throughout this Offering Circular have been extracted
or derived from internal surveys, market research, publicly available information, various government
sources and industry publications. Industry publications generally state that the information that they
contain has been obtained from sources believed by the Bank to be reliable and accurate and the Bank
has taken reasonable care in extracting and reproducing such information, but that the accuracy and
completeness of that information is not guaranteed. Similarly, internal surveys, industry forecasts and
market research, while believed to be reliable, have not been independently verified, and none of the
Bank, the Joint Lead Managers, the Agents or their respective director, officer, employee,
representative, agent or adviser makes any representation as to the correctness, accuracy or
completeness of that information. Such information may not be consistent with other information
complied within or outside the PRC. In addition, third-party information providers may have obtained
information from market participants and such information may not have been independently verified.
Accordingly, such information should not be unduly relied upon.
PRESENTATION OF FINANCIAL INFORMATION
The Group's audited consolidated financial information as at and for the years ended 31 December
2016 and 2017 included in this Offering Circular have been extracted from the consolidated financial
statements of the Group as at and for the year ended 31 December 2017 (the "Audited Financial
Statements") audited by Grant Thornton Certified Public Accountants ("Grant Thornton"), the
reporting independent auditor of the Bank. The Audited Financial Statements have been prepared by
the Bank in accordance with the in accordance with the Accounting Standards for Business Enterprises
-- Basic Standards and 38 concrete accounting standards issued on 15 February 2006 by the Ministry
iii

of Finance, as well as the Accounting Standards for Business Enterprises -- Application Guidelines,
and the Accounting Standards for Business Enterprises -- Interpretations issued subsequently and
other relevant provisions (collectively known as the "Accounting Standards for Business Enterprises",
or the "PRC GAAP").
The Audited Financial Statements have only been prepared in Chinese. An English translation of the
Audited Financial Statements (the "Financial Statements Translation") has been prepared and included
in this Offering Circular for reference. None of the Joint Lead Managers or the Agents or any of their
respective directors, officers, employees, representatives, agents, advisers or affiliates has
independently verified or checked the accuracy of the Financial Statement Translation and can give
no assurance that the information contained in the Financial Statement Translation is accurate, truthful
or complete. Potential purchasers must exercise caution when using such financial information to
evaluate the financial condition, results of operations and prospects of the Bank.
PRC GAAP differs in certain material respects from the International Financial Reporting Standards
("IFRS"). For a discussion of certain differences between PRC GAAP and IFRS, see "Summary of
Certain Differences between PRC GAAP and IFRS".
iv

CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION
This Offering Circular includes a translation of certain Renminbi amounts into U.S. dollars and of
certain Euro amounts into U.S. dollars at specified rates solely for the convenience of the reader.
Unless otherwise specified, where financial information in relation to the Bank has been translated
into U.S. dollars, it has been so translated, for convenience only, at the rate of RMB6.5063 to
U.S.$1.00 (the noon buying rate in New York City on 29 December 2017 as set forth in the weekly
H.10 statistical release of the Federal Reserve Board of the Federal Reserve Bank of New York) and
all translations of Euro amounts into U.S. dollars are at the rate of C
= 1.00 = U.S.$1.2022 (the noon
buying rate in New York City on 29 December 2017 as set forth in the weekly 4.10 statistical release
of the Federal Reserve Board of the Federal Reserve Bank of New York). Further information
regarding exchange rate is set forth in "Exchange Rates" in this Offering Circular. No representation
is made that the Renminbi amounts referred to in this Offering Circular could have been or could be
converted into U.S. dollars or Euros at any particular rate or at all.
In this Offering Circular, where information has been presented in thousands or millions of units,
amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in
tables may not be equal to the apparent total of the individual items and actual numbers may differ
from those contained herein due to rounding. References to information in billions of units are to the
equivalent of a thousand million units.
Unless the context otherwise requires, references in this Offering Circular to the "Terms and
Conditions of the Bonds" are to the terms and conditions governing the Bonds , as set out in "Terms
and Conditions of the Bonds" in this Offering Circular.
In this Offering Circular, unless otherwise specified or the context otherwise requires, all references
to the "PRC" and "China" are to the People's Republic of China (excluding Hong Kong, the Macau
Special Administrative Region of the People's Republic of China and Taiwan), and all references to
the "United States" and "U.S." are to the United States of America, all references to "Hong Kong" are
to the Hong Kong Special Administrative Region of the People's Republic of China; all references to
"Renminbi", "RMB" and "CNY" are to the lawful currency of the PRC, all references to "EUR",
"Euro" or " C
= " are to euro, which means the lawful currency of the member states of the European
Union that have adopted the single currency in accordance with the treaty establishing the European
Community, as amended from time to time and all references to "U.S.$" and "U.S. dollars" are to the
lawful currency of the United States of America. Historical amounts translated into Renminbi have
been translated at historical rates of exchange. Such translations should not be construed as
representations that the amounts referred to herein could have been or could be converted into
Renminbi at those rates or any other rate at all.
The English names of the PRC nationals, entities, departments, facilities, laws, regulations,
certificates titles and the like are translations of their Chinese names and are included for
identification purposes only.
v

FORWARD-LOOKING STATEMENTS
Certain statements under "Risk Factors", "Business" and elsewhere in this Offering Circular constitute
"forward-looking statements". The words including "believe", "expect", "plan", "anticipate",
"schedule", "estimate", "may", "will" 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 Bank and the plans and objectives
of the Bank's management for its future operations, are forward-looking statements. The section
headed "Eligible Green Projects" in the Offering Circular contains some 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 Bank to differ materially from those expressed
or implied by such forward-looking statements. Reliance should not be placed on these
forward-looking statements. Such forward-looking statements are based on numerous assumptions
regarding the Bank's present and future business strategies and the environment in which the Bank
will operate in the future. The Bank expressly disclaims any obligation or undertaking to release any
updates or revisions to any forward-looking statements contained herein to reflect any change in its
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 Bank's expectations. All
subsequent written and forward-looking statements attributable to the Bank or persons acting on
behalf of the Bank are expressly qualified in their entirety by such cautionary statements.
vi

DEFINITIONS AND CONVENTIONS
In this Offering Circular, unless the context otherwise requires, the following terms shall have the
meanings set out below.
Accountholder
each person who is for the time being shown in the records of
Euroclear and/or Clearstream (or any other relevant clearing
system) as the holder of a particular principal amount of the
Bonds
Articles of Association
Articles of Association of the Bank, as constituted and
amended from time to time. Except where the context
otherwise requires, the Articles of Association refers to the
Articles of Association of Agricultural Development Bank of
China approved by the State Council on November 2016
Bank
Agricultural Development Bank of China ( · 7 5 8 ï · Õ
)
CBIRC
China Banking and Insurance Regulatory Commission ( · 7
Õ
- ^ 9 M # p 6
), the predecessor of China Banking
Regulatory Commission ( · 7 Õ
8 9 M # p 6
) (the
"CBRC")
China or PRC
the People's Republic of China, but for the purpose of this
Offering Circular only and except where the context requires,
references in this Offering Circular to "China" and the "PRC"
do not include Hong Kong, Macau and Taiwan
CPC
Communist Party of China
CSRC
China Securities Regulatory Commission ( · 7 Ç N 9 M #
p 6
)
Fiscal Agent
Bank of Communications Co., Ltd. Hong Kong Branch
GDP
gross domestic product
HK
the Hong Kong Special Administrative Region of the PRC
Joint Global Coordinators
Bank
of
China,
Standard
Chartered
Bank,
Bank
of
Communications Co., Ltd. Hong Kong Branch and Crédit
Agricole Corporate and Investment Bank
Joint Lead Managers
Bank
of
China,
Standard
Chartered
Bank,
Bank
of
Communications Co., Ltd. Hong Kong Branch, 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 International plc, Commerzbank Aktiengesellschaft,
Citigroup Global Markets Limited and J.P. Morgan Securities
plc
Macau
the Macau Special Administrative Region of the PRC
vii

Mainland China
the People's Republic of China (excluding Hong Kong, the
Macau
Special Administrative
Region
of
the
People's
Republic of China and Taiwan)
MOF
Ministry of Finance of the PRC ( · 6 [ O · q 7 Ì A Å
)
mu
A unit of area (= 0.0667 hectares)
NAO
National Audit Office of the PRC ( · 6 [ O · q 7 2
Ç
)
NPL
non-performing loan
NDRC
the National Development and Reform Commission of the
PRC ( 7 · ï ·
)
Party Committee
the highest governing body with the Bank
PBOC
People's Bank of China ( · 7 [ O Õ
)
PBOC Document
the document issued by the PBOC on 20 December 2004 in
relation to the provision of loans by the PBOC in the event the
Bank experiences any liquidity shortfall, which is in effect as
of the date of issue of the Bonds
PRC Government
the
central
government
of
the
PRC
and
its
political
subdivisions, including provincial, municipal and other
regional or local government entities, and instrumentalities
thereof, or where the context requires, any of them
Regulation S
Regulation S under the US Securities Act
SAFE
State Administration of Foreign Exchange of the PRC ( · 6 [
O · q 7 7 · . Ò M # ...
)
SAT
State Administration of Taxation of the PRC ( · 6 [ O · q 7
7 · ü
< ...
)
Securities Act
the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder
SFO
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong) (as amended from time to time)
Special Decree
the Special Decree of the State Council regarding the
establishment of the Bank (Guo Fa [1994] No.25) ( 7
ë ë
õ \
· 7 5 8 ï · Õ
Y · ] 7 ï
[1994]25 î · ) dated 19
April 1994, which is in effect as of the date of issue of the
Bonds
State Council
the PRC State Council ( · 6 [ O · q 7 7
ë
)
viii

TABLE OF CONTENTS
Page
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
GREEN AND SUSTAINABILITY BOND FRAMEWORK . . . . . . . . . . . . . . . . . . . . . . . .
30
ELIGIBLE GREEN PROJECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
TERMS AND CONDITIONS OF THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL
FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
DESCRIPTION OF THE BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . .
77
PRC CURRENCY CONTROLS RELATING TO RENMINBI . . . . . . . . . . . . . . . . . . . . . .
81
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
SUMMARY OF CERTAIN DIFFERENCES BETWEEN PRC GAAP AND IFRS . . . . . . . .
88
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
INDEX OF FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
ix