Obligation Agricultural Development Bank of China (ADBC) 3.23% ( XS2001754766 ) en CNY

Agricultural Development Bank of China (ADBC)

100 % ▼

Chine

XS2001754766 ( en CNY )

3.23% par an ( paiement annuel )

29/05/2022 - Obligation échue

Prospectus brochure de l'obligation Agricultural Development Bank of China (ADBC) XS2001754766 en CNY 3.23%, échue

1 000 000 CNY

1 000 000 000 CNY

L'Obligation émise par Agricultural Development Bank of China (ADBC) ( Chine ) , en CNY, avec le code ISIN XS2001754766, paye un coupon de 3.23% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/05/2022

(a statutory financial institution organised under the laws of the People's Republic of China)
RMB1,000,000,000 3.23 per cent. Bonds due 2022
Issue Price for the Bonds: 100.00 per cent.
The 3.23 per cent. bonds due 2022 in the aggregate principal amount of RMB1,000,000,000 (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 3.23 per cent. per annum payable semi-annually in arrear on 29 May and 29 November each year commencing on 29 November 2019, provided,
however, that, if any interest payment date would otherwise fall on a date which is not a business day, it will be postponed to the next business day unless it would thereby fall into the next calendar month, in which case
it will be brought forward to the immediate preceding business 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 at anytime 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 22 May 2019, 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 (as defined in the Terms and Conditions of the Bonds) falling
on, or nearest to, 29 May 2022.
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 RMB1,000,000 and integral multiples of RMB10,000 in excess thereof.
Investing in the Bonds involves certain risks. See "Risk Factors" beginning on page 15 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 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 2014/65/EU
of the European Parliament and of the Council on markets in financial instruments. This Offering Circular comprises information about the Bank and the Bonds for the purposes of Part 2 of the LuxSE Rules.
This document is for distribution to professional investors (as defined in Section 11 of the Guideline on Provision and Distribution of Financial Products (Circular 033/B/2010-DSB/AMCM)) (the "MOX Professional Investors")
only. Investors should not purchase the Bonds in the primary or secondary markets unless they are MOX Professional Investors and understand the risks involved. The Bonds are only suitable for MOX Professional
Investors.
Chongwa (Macao) Financial Asset Exchange Co., Ltd. (the "MOX") 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 MOX Professional Investors only have been reproduced in this document. Listing of the Bonds on MOX is not to be taken as an indication of the commercial merits
or credit quality of the Bonds, the Issuer, Bank of China Limited or the quality of disclosure in this document. MOX take no responsibility for the contents of this document, make no representation as to its accuracy
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
This document includes particulars given in compliance with the Guideline on Provision and Distribution of Financial Products (Circular 033/B/2010-DSB/AMCM) for the purpose of giving information with regard to the Issuer.
The Issuer accepts full responsibility for the accuracy of the information contained in this document 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.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 Bonds may not be offered to the public or indirectly to the public unless the requirements of the Prospectus Law have been satisfied.
This Offering Circular will be published on the website of the LuxSE (www.bourse.lu). For the avoidance of doubt, the content of the website(s) included in this Offering Circular are for information purposes only and does
not form part of this Offering Circular.
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 Bank or the Bonds.
Application has been made to the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the "Frankfurt Stock Exchange") for the Bonds to be admitted to trading in the Quotation Board at 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).
Application has also been made to the London Stock Exchange plc (the "London Stock Exchange") for the Bonds to be admitted to trading on the London Stock Exchange's International Securities Market (the "ISM"). This
Offering Circular comprises admission particulars for the purposes of admission to trading of the Bonds on the ISM. The ISM is not a regulated market for the purposes of the Markets in Financial Instruments Directive
2014/65/EU (as amended, "MiFID II").
The ISM is a market designated for professional investors. Bonds admitted to trading on the ISM are not admitted to the Official List of the United Kingdom Listing Authority. The London Stock Exchange has
not approved or verified the contents of this Offering Circular.
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.
The Bonds constitute freely transferable securities.
The Issuer is duly incorporated under the laws of the PRC and operates in conformity with its constitution. The Bonds conform with the laws of the PRC and are duly authorised according to the requirements of the Issuer's
constitution. All necessary statutory and other consents have been obtained.
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Bank of China
Standard Chartered Bank
Bank of Communications
Joint Bookrunners and Joint Lead Managers
China Construction
ICBC (Asia)
Agricultural Bank of China
BOCOM International
Shanghai Pudong Development Bank
Bank
Limited Hong Kong Branch
HSBC
Citigroup
Mizuho Securities
KGI Asia
The date of this Offering Circular is 22 May 2019

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
LuxSE, the Frankfurt Stock Exchange, the London Stock Exchange and the MOX for the purpose of
giving information with regard to the Bank. In respect of the Bonds to be listed on The Stock Exchange
of Hong Kong Limited and the LuxSE, the Bank accepts full responsibility for the accuracy of the
information contained in this document 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. In respect of the Bonds to be admitted to trading on the International
Securities Market of the London Stock Exchange, the Bank accepts full responsibility for the accuracy
of the information contained in this document and confirms, having taken all reasonable care to ensure
that such is the case, the information contained in this Offering Circular is, to the best of its knowledge,
in accordance with the facts and contains no omission likely to affect its import.

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 (Hong Kong)
Limited and Bank of Communications Co., Ltd. Hong Kong Branch (the "Joint Global
Coordinators") and China Construction Bank (Asia) Corporation Limited, Industrial and Commercial
Bank of China (Asia) Limited, Agricultural Bank of China Limited Hong Kong Branch, BOCOM
International Securities Limited, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch,
The Hongkong and Shanghai Banking Corporation Limited, Citigroup Global Markets Limited, Mizuho
Securities Asia Limited and KGI Asia Limited (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.
i

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

Renminbi is currently not freely convertible and conversion of RMB through banks in Hong Kong is
subject to certain restrictions. Investors should be reminded of the conversion risk with RMB products.
In addition, there is a liquidity risk associated with RMB products, particularly if such investments
do not have an active secondary market and their prices have large bid/offer spreads. RMB products
are denominated and settled in RMB deliverable in Hong Kong, which represents a market which is
different from that of RMB deliverable in the PRC.

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
2017 and 2018 included in this Offering Circular have been extracted from the consolidated financial
statements of the Group's 2017 audited consolidated financial statements audited by Grant
3

Thornton Certified Public Accountants ("Grant Thornton"), the former independent auditor of the
Bank,
and
the
Group's 2018 audited consolidated financial statements audited by
PricewaterhouseCoopers Zhong Tian LLP ("PwC"), the current independent auditor of the Bank,
respectively (together, the "Audited Financial Statements"). 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 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").

Certain comparative financial information as at 31 December 2017 included in the Group's
consolidated financial statements as at and for the year ended 31 December 2018 has been reclassified
to conform with the current year presentation. See note XIV (Comparing figure) to the Group's
consolidated financial statements as at and for the year ended 31 December 2018 on page F-277.

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 Statements Translation and can give
no assurance that the information contained in the Financial Statements 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 Group.

PRC GAAP differs in certain material respects from the International Financial Reporting Standards
("IFRS"). For a discussion of certain differences between PRC GAAP and IFRS, see "Summary of
Certain Differences between PRC GAAP and IFRS".
4

CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION

This Offering Circular includes a translation of certain Renminbi 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 RMB6.8755 to U.S.$1.00 (the noon buying rate in New York City on 31 December
2018 as set forth in the weekly H.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 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, 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.
5

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. 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.
6

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 the Bank approved by the State Council on July
2018

Bank
Agricultural Development Bank of China

Bonds
RMB1,000,000,000 in aggregate principal amount of 3.23 per
cent. Bonds due 2022

CBIRC
China Banking and Insurance Regulatory Commission (
), the predecessor of China Banking
Regulatory Commission () (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 (
)

FATCA
Foreign Account Tax Compliance Act

Fiscal Agent
Bank of Communications Co., Ltd. Hong Kong Branch

GDP
gross domestic product

Group
the Bank and its subsidiaries taken as a whole

HK
the Hong Kong Special Administrative Region of the PRC

IAS
International Accounting Standards

IASB
International Accounting Standards Board

IFRS
International Financial Reporting Standards

Joint Global Coordinators
Bank of China Limited, Bank of China (Hong Kong) Limited,
Standard Chartered Bank (Hong Kong) Limited and Bank of
Communications Co., Ltd. Hong Kong Branch
vii

Joint Lead Managers
China
Construction
Bank
(Asia)
Corporation
Limited,
Industrial and Commercial Bank of China (Asia) Limited,
Agricultural Bank of China Limited Hong Kong Branch,
BOCOM International Securities Limited, Shanghai Pudong
Development Bank Co., Ltd., Hong Kong Branch, The
Hongkong and Shanghai Banking Corporation Limited,
Citigroup Global Markets Limited, Mizuho Securities Asia
Limited and KGI Asia Limited

Macau
the Macau Special Administrative Region of the PRC

Mainland China
the People's Republic of China (excluding Hong Kong, the
Macau and Taiwan)
MOF
Ministry of Finance of the PRC ()

mu
A unit of area (= 0.0667 hectares)

NPL
non-performing loan

NDRC
the National Development and Reform Commission of the PRC
()

Party Committee
the highest governing body with the Bank
PBOC
People's Bank of China ()

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 Securities Act

SAFE
State Administration of Foreign Exchange of the PRC (
)

SAT
State Administration of Taxation of the PRC (
)

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) (
([1994]25)) dated 19
April 1994, which is in effect as of the date of issue of the
Bonds
State Council
the PRC State Council ()
viii

TABLE OF CONTENTS

Page
DEFINITIONS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
TERMS AND CONDITIONS OF THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34

SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE

IN GLOBAL FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
DESCRIPTION OF THE BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . .
73
PRC CURRENCY CONTROLS RELATING TO RENMINBI . . . . . . . . . . . . . . . . . . . . . .
78
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
SUMMARY OF CERTAIN DIFFERENCES BETWEEN PRC GAAP AND IFRS . . . . . . . .
90
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
INDEX OF FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
ix