Obligation ICBC (Luxembourg branch) 0.125% ( XS2384014705 ) en EUR

ICBC (Luxembourg branch)

100 % ▲

Chine

XS2384014705 ( en EUR )

0.125% par an ( paiement annuel )

28/10/2024 - Obligation échue

Prospectus brochure de l'obligation ICBC (Luxembourg branch) XS2384014705 en EUR 0.125%, échue

100 000 EUR

500 000 000 EUR

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

L'Obligation émise par ICBC (Luxembourg branch) ( Chine ) , en EUR, avec le code ISIN XS2384014705, paye un coupon de 0.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/10/2024

Industrial and Commercial Bank of China Limited
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
Industrial and Commercial Bank of China Limited, Hong Kong Branch
U.S.$1,000,000,000 1.625 per cent. Notes due 2026
(the "Hong Kong Branch USD Notes")
Industrial and Commercial Bank of China Limited, Singapore Branch
U.S.$1,050,000,000 1.00 per cent. Notes due 2024
(the "Singapore Branch USD Notes")
Industrial and Commercial Bank of China Limited, Luxembourg Branch
EUR500,000,000 0.125 per cent. Notes due 2024
(the "EUR Notes")
Industrial and Commercial Bank of China Limited, London Branch
GBP250,000,000 1.625 per cent. Notes due 2025
(the "GBP Notes")
and
Industrial and Commercial Bank of China Limited, Macau Branch
MOP2,000,000,000 0.60 per cent. Notes due 2023
(the "MOP Notes")
each issued under the
U.S.$20,000,000,000 Global Medium Term Note Programme
This drawdown offering circular (the "Drawdown Offering Circular") is supplemental to the original offering circular dated 27 May 2021 (the "Original Offering
Circular" and together with this Drawdown Offering Circular, the "Offering Circular") and is prepared in connection with the issues of (1) the
U.S.$1,000,000,000 1.625 per cent. Notes due 2026 (the "Hong Kong Branch USD Notes") by Industrial and Commercial Bank of China Limited, Hong Kong
Branch (the "Hong Kong Branch Issuer"), (2) the U.S.$1,050,000,000 1.00 per cent. Notes due 2024 (the "Singapore Branch USD Notes") by Industrial and
Commercial Bank of China Limited, Singapore Branch (the "Singapore Branch Issuer"), (3) the EUR500,000,000 0.125 per cent. Notes due 2024 (the "EUR
Notes") by Industrial and Commercial Bank of China Limited, Luxembourg Branch, the Luxembourg branch of Industrial and Commercial Bank of China Limited,
having its registered address at 32, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of
Commerce and Companies under number B72531 (the "Luxembourg Branch Issuer"), (4) the GBP250,000,000 1.625 per cent. Notes due 2025 (the "GBP Notes")
by Industrial and Commercial Bank of China Limited, London Branch (the "London Branch Issuer") and (5) the MOP2,000,000,000 0.60 per cent. Notes due
2023 (the "MOP Notes") by Industrial and Commercial Bank of China Limited, Macau Branch (the "Macau Branch Issuer"), each under the U.S.$20,000,000,000
Global Medium Term Note Programme (the "Programme") established by Industrial and Commercial Bank of China Limited (the "Bank").
In this Drawdown Offering Circular, references to a "Branch Issuer" are to any of the Hong Kong Branch Issuer, the Singapore Branch Issuer, the Luxembourg
Branch Issuer, the London Branch Issuer and the Macau Branch Issuer (as the case may be), references to "Notes" are to any of the Hong Kong Branch USD Notes,
the Singapore Branch USD Notes, the EUR Notes, the GBP Notes and the MOP Notes (as the case may be) and references to a "series of Notes" or to a "series"
are to the Hong Kong Branch USD Notes, the Singapore Branch USD Notes, the EUR Notes, the GBP Notes and the MOP Notes, separately. Unless otherwise
defined or required, terms defined in the Original Offering Circular shall have the same meaning as when used in this Drawdown Offering Circular. This Drawdown
Offering Circular is supplemental to, forms part of and should be read in conjunction with, the Original Offering Circular and any other supplements to the Original
Offering Circular. With effect from the date of this Drawdown Offering Circular, in respect of the relevant series of Notes only, the information appearing in the
Original Offering Circular shall be amended and/or supplemented by the inclusion of the information set out in this Drawdown Offering Circular to the extent such
information is applicable to that series of Notes. To the extent there is any inconsistency between any statement in this Drawdown Offering Circular and any other
statement in the Original Offering Circular, the statement in this Drawdown Offering Circular shall prevail.
Each series of Notes is further intended (i) to be listed on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"); (ii) to be listed on
the Singapore Exchange Securities Trading Limited (the "SGX-ST"); (iii) (in case of all series of Notes other than the MOP Notes) to be admitted to listing on
the Official List of the Luxembourg Stock Exchange (Société de la Bourse de Luxembourg) (the "LuxSE") and to trading on the LuxSE's Euro MTF market and,
in case of the MOP Notes, to be admitted to listing on the Securities Official List of the LuxSE (the "LuxSE SOL") without admission to trading on one of the
markets operated by the LuxSE; (iv) to be admitted to trading on the International Securities Market of the London Stock Exchange plc (the "London Stock
Exchange"); (v) to be listed on Chongwa (Macao) Financial Asset Exchange Co., Ltd. (the "MOX", and together with the Hong Kong Stock Exchange, SGX-ST,
LuxSE and the London Stock Exchange, the "Stock Exchanges"). Each series of Notes will also be displayed on (i) the Sustainable Bond Market of the London
Stock Exchange; and (ii) the Luxembourg Green Exchange of the LuxSE. The listing and admission to trading (where applicable) on the Stock Exchanges are
expected to become effective on or around 29 October 2021. Further details on the listing of each series of Notes on the Stock Exchanges are set out below.

Application will be made to the Hong Kong Stock Exchange for the listing of the Notes 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) ("Professional Investors") only. This document is for distribution to
Professional Investors only.
Notice to Hong Kong investors: Each Branch Issuer confirms that each relevant series of Notes are intended for purchase by Professional Investors only
and will be listed on the Hong Kong Stock Exchange on that basis. Accordingly, each Branch Issuer confirms that each relevant series of Notes are not
appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.
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 Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Notes, the
relevant Branch Issuer or 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 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.
Approval-in-principle has been received from the SGX-ST for the listing and quotation of the Notes on the Official List of the SGX-ST. The SGX-ST assumes
no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this document. Admission of the Notes on the
Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of the relevant Branch Issuer, the Bank,
their respective subsidiaries, their respective affiliates or the Notes. The debt issue is traded in a minimum board lot size of S$200,000 (or its equivalent in foreign
currencies).
Application has been made to the LuxSE to approve this Drawdown Offering Circular as a prospectus in accordance with Part IV of the Luxembourg Law on
Prospectuses for Securities of 16 July 2019, to list the Notes (other than the MOP Notes) on the official list of the LuxSE (the "Official List") and to admit the
Notes (other than the MOP Notes) to trading on the professional segment of the Euro MTF market which is a market operated by the LuxSE (the "Euro MTF
Market"). The Euro MTF market is not a regulated market pursuant to the provisions of Directive 2014/65/EU (as amended, "MiFID II"). Application has been
made to the LuxSE for the MOP Notes to be listed on the LuxSE SOL, without admission to trading on one of the securities markets operated by the LuxSE.
Application has also been made to the LuxSE to display the Notes on the Luxembourg Green Exchange (the "LGX") platform.
This Drawdown Offering Circular does not constitute a prospectus for the purposes of Article 3 of Regulation (EU) 2017/1129.
This Drawdown 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 Drawdown Offering Circular is for information purposes only and does not form part of this Drawdown Offering Circular.
The LuxSE assumes no responsibility on the correctness of any of the statements made or opinions expressed or reports contained in this Drawdown Offering
Circular. Admission to trading on the professional segment of the Euro MTF Market and listing on the Official List of the LuxSE (in case of all series of Notes
other than the MOP Notes) and admission to listing on the LuxSE SOL (in case of the MOP Notes) is not to be taken as an indication of the merits of the relevant
Branch Issuer, the Bank or the Notes.
Application will be made to the London Stock Exchange for the Notes to be admitted to trading on the London Stock Exchange's International Securities Market
(the "ISM") and to be displayed on the London Stock Exchange's Sustainable Bond Market (the "SBM"). Such admission to trading is expected to be effective
immediately following the Issue Date. This Drawdown Offering Circular comprises admission particulars for the purposes of admission to trading of the Notes
on the ISM. The ISM is not a regulated market for the purposes of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MiFIR").
The ISM is a market designated for professional investors. Notes admitted to trading on the ISM are not admitted to the Official List of the Financial
Conduct Authority. The London Stock Exchange has not approved or verified the contents of this Drawdown Offering Circular.
Application has been made to MOX for the listing of the Notes by way of debt issues to Professional Investors (as defined in Section 2 of the Guidelines under
Circular nos. 009/B/2019-DSB/AMCM and 008/B/2021-DSB/AMCM as issued by the Monetary Authority of Macao, which are (i) individuals that have a portfolio
of not less than MOP$8,000,000, or (ii) corporations or partnerships that have either a portfolio of not less than MOP$8,000,000 or total assets of not less than
MOP$40,000,000) (the "Macao Professional Investors") only. This Drawdown Offering Circular is for distribution to Macao Professional Investors only.
Investors should not purchase the Notes in the primary or secondary markets unless they are Macao Professional Investors and understand the risks
involved. The Notes are only suitable for Macao Professional Investors.
MOX has not reviewed the contents of this Drawdown Offering Circular, other than to ensure that the prescribed form disclaimer and responsibility
statements, and a statement limiting distribution of this Drawdown Offering Circular to Professional Investors only have been reproduced in this
Drawdown Offering Circular. Listing of the Notes on MOX is not to be taken as an indication of the commercial merits or credit quality of the Notes, the
relevant Branch Issuer, the Bank or the quality of disclosure in this Drawdown Offering Circular. MOX takes no responsibility for the contents of this
Drawdown Offering Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this Drawdown Offering Circular. Potential investors should exercise
caution before making investment decisions.
This Drawdown Offering Circular includes particulars given in compliance with the Guidelines on Management of Corporate Bond Issuance and Trading (circular
no. 008/B/2021-DSB/AMCM) and Guidelines on Underwriting and Custody of Corporate Bond (circular no. 009/B/2019-DSB/AMCM) issued by the Monetary
Authority of Macau for the purpose of giving information with regard to the relevant Branch Issuer. Each Branch Issuer accepts full responsibility for the accuracy
of the information contained in this Drawdown Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief
there are no other facts the omission of which would make any statement herein misleading.
Pursuant to the MOX rules, all requirements of the MOX service for the time being applicable to a MOX participant include all the obligations for the time being
applicable to a MOX participant under or by virtue of the applicable MOX regulations.
The requirements in relation the Macao Professional Investors above and in this Drawdown Offering Circular shall be construed as relating to offers and sales of
the Notes in Macau only.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the United States, and, subject to certain exceptions, may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons (as defined in the Regulation S under the Securities Act). The Notes are being offered and sold
outside of the United States in reliance on Regulation S under the Securities Act. For a description of certain further restrictions on offers and sales of
the Notes and the distribution of this Drawdown Offering Circular, see the section entitled "Subscription and Sale" on pages 213 to 221 of the Original
Offering Circular and page 36 of this Drawdown Offering Circular.
Each series of Notes are expected to be assigned a rating of "A1" by Moody's. A rating is not a recommendation to buy, sell or hold securities and may be subject
to suspension, reduction, revision or withdrawal at any time by the assigning rating agency.
See Chapter Two, Chapter Three, Chapter Four, Chapter Five and Chapter Six of this Drawdown Offering Circular for specific disclosure regarding the
relevant Branch Issuer and Notes to be issued by such Branch Issuer. Each of Chapter Two, Chapter Three, Chapter Four, Chapter Five and Chapter Six
of this Drawdown Offering Circular shall only apply to the series of Notes to which such Chapter relates, and each of such Chapters of this Drawdown
Offering Circular is separate and independent from each of the other Chapters in this Drawdown Offering Circular, except for Chapter One which shall
apply to all series of Notes under this Drawdown Offering Circular. Notwithstanding any other provisions to the contrary, a Joint Lead Manager (as
defined below) whose name appears on the front cover page of any of Chapter Two, Chapter Three, Chapter Four, Chapter Five and Chapter Six of this
Drawdown Offering Circular is a joint lead manager for such relevant series of Notes only and unless stated otherwise in this Drawdown Offering Circular,
is not a joint global coordinator, joint bookrunner or joint lead manager of any other series.
See the section entitled "Risk Factors" of the Original Offering Circular and the section entitled "Risk Factor for Notes Being Issued as "Carbon Neutrality"
Themed Green Bonds" of Chapter One of this Drawdown Offering Circular for a discussion of certain factors to be considered in connection with an
investment in Notes and the section entitled "Risk Factors" of each of the other Chapters of this Drawdown Offering Circular for a discussion of certain
additional factors to be considered in connection with an investment in the relevant series of the Notes.
Drawdown Offering Circular dated 21 October 2021

IMPORTANT NOTICE
THIS DRAWDOWN 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 DRAWDOWN OFFERING
CIRCULAR NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE RELEVANT
BRANCH ISSUER, THE BANK OR THE GROUP OR THAT THE INFORMATION SET FORTH
IN THIS DRAWDOWN OFFERING CIRCULAR IS CORRECT AS OF ANY DATE SUBSEQUENT
TO THE DATE HEREOF.
See Chapter Two, Chapter Three, Chapter Four, Chapter Five and Chapter Six of this Drawdown
Offering Circular for specific disclosure regarding the relevant Branch Issuer and Notes to be issued
by such Branch Issuer. Each of Chapter Two, Chapter Three, Chapter Four, Chapter Five and
Chapter Six of this Drawdown Offering Circular shall only apply to the series of Notes to which such
Chapter relates, and each of such Chapters of this Drawdown Offering Circular is separate and
independent from each of the other Chapters in this Drawdown Offering Circular, except for
Chapter One which shall apply to all series of Notes under this Drawdown Offering Circular.
Notwithstanding any other provisions to the contrary, a Joint Lead Manager (as defined below)
whose name appears on the front cover page of any of Chapter Two, Chapter Three, Chapter Four,
Chapter Five and Chapter Six is a joint lead manager for such relevant series of Notes only and
unless stated otherwise in this Drawdown Offering Circular, is not a joint global coordinator, joint
bookrunner or joint lead manager of any other series.
This Drawdown Offering Circular is to be read in conjunction with all documents which are deemed to
be incorporated herein by reference (see "Documents Incorporated by Reference"). This Drawdown
Offering Circular shall be read and construed on the basis that such documents are incorporated and form
part of this Drawdown Offering Circular.
Each Branch Issuer, having made all reasonable enquiries, confirms that to the best of its knowledge and
belief, the Offering Circular (i) contains all information with respect to the Bank and its subsidiaries (the
"Group", "we" or "us"), such Branch Issuer, the series of Notes to be issued by such Branch Issuer and
which, according to the particular nature of the Bank, the Group, such Branch Issuer and of such series
of Notes, is necessary to enable investors to make an informed assessment of the activities, assets and
liabilities, financial position, management and prospects of the Bank, the Group, such Branch Issuer, and
of the Group's profit and loss and of the rights attaching to such series of Notes and such information is
accurate and complete in all material respects and (ii) does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made herein, in light of
the circumstances under which they were made, not misleading. All expressions of opinion, intention and
expectation expressed herein are fair and made after due and careful consideration, are fair and reasonable
and based on facts known, or which ought on reasonable enquiry to have been known, to the Bank and/or
such Branch Issuer or any of them.
The listing and/or admission to trading of the Notes on any stock exchange or the listing of and/or
quotation for the Notes on any stock exchange or any official list of any stock exchange is not to be taken
as an indication of the merits of the Bank, any Branch Issuer, the Group or the Notes. In making an
investment decision, investors must rely on their own examination of the Bank, the relevant Branch Issuer,
the Group and the terms of the offering, including the merits and risks involved. See the section entitled
"Risk Factors" of the Original Offering Circular and the section entitled "Risk Factor for Notes Being
Issued as "Carbon Neutrality" Themed Green Bonds" of Chapter One of this Drawdown Offering Circular
for a discussion of certain factors to be considered in connection with an investment in Notes and the
section entitled "Risk Factors" of each of the series of other Chapters of this Drawdown Offering Circular
for a discussion of certain additional factors to be considered in connection with an investment in the
relevant series of the Notes.
i

This Drawdown Offering Circular, together with the Original Offering Circular, includes particulars given
in compliance with the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange for
the purpose of giving information with regard to the Bank and the Branch Issuers. Each Branch Issuer
accepts full responsibility for the accuracy of the information contained in this Drawdown Offering
Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief
there are no other facts the omission of which would make any statement herein misleading.
Each Branch Issuer accepts responsibility for the information contained in this Drawdown Offering
Circular. Having taken all reasonable care to ensure that such is the case, the information contained in this
Drawdown Offering Circular is, to the best of each Branch Issuer's knowledge, in accordance with the
facts and contains no omission likely to affect its import.
The distribution of this Drawdown Offering Circular and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Drawdown Offering
Circular comes are required by the relevant Branch Issuer, the Group and the Joint Lead Managers (as
defined below), to inform themselves about and to observe any such restrictions. None of the relevant
Branch Issuer, the Group, or the relevant Joint Lead Managers represents that this Drawdown Offering
Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the relevant Branch Issuer, the Group or the relevant Joint Lead
Managers which would permit a public offering of any relevant series of Notes or distribution of this
Drawdown Offering Circular in any jurisdiction where action for such purposes is required. Accordingly,
no Notes may be offered or sold, directly or indirectly, and none of this Drawdown Offering Circular, or
any advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations. In this
Drawdown Offering Circular:
"Joint Lead Managers" means, together, (i) the Joint Lead Managers for the Hong Kong Branch USD
Notes, (ii) the Joint Lead Managers for the Singapore Branch USD Notes, (iii) the Joint Lead Managers
for the EUR Notes, (iv) the Joint Lead Managers for the GBP Notes and (v) the Joint Lead Managers for
the MOP Notes;
"Joint Lead Managers for the Hong Kong Branch USD Notes" means Industrial and Commercial Bank
of China (Asia) Limited, ICBC International Securities Limited, ICBC Standard Bank Plc, Industrial and
Commercial Bank of China (Europe) S.A., Industrial and Commercial Bank of China Limited, London
Branch, Industrial and Commercial Bank of China Limited, Singapore Branch, Industrial and Commercial
Bank of China (Macau) Limited, Agricultural Bank of China Limited Hong Kong Branch, Bank of China
Limited, Bank of China (Hong Kong) Limited, BNP Paribas, China Construction Bank (Asia) Corporation
Limited, China Everbright Bank Co., Ltd., Hong Kong Branch, Citigroup Global Markets Limited, CMB
Wing Lung Bank Limited, Crédit Agricole Corporate and Investment Bank, The Hongkong and Shanghai
Banking Corporation Limited, Standard Chartered Bank, UBS AG Hong Kong Branch, Bank of
Communications Co., Ltd. Hong Kong Branch, China International Capital Corporation Hong Kong
Securities Limited, China Securities (International) Corporate Finance Company Limited, CLSA Limited,
CMBC Securities Company Limited, Commonwealth Bank of Australia, Industrial Bank Co., Ltd. Hong
Kong Branch, KDB Asia Limited, Merrill Lynch (Asia Pacific) Limited and Shanghai Pudong
Development Bank Co., Ltd., Hong Kong Branch;
ii

"Joint Lead Managers for the Singapore Branch USD Notes" means Crédit Agricole Corporate and
Investment Bank, Singapore Branch, DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation
Limited, Singapore Branch, ICBC International Securities Limited, ICBC Standard Bank Plc, Industrial
and Commercial Bank of China (Asia) Limited, Industrial and Commercial Bank of China Limited,
Singapore Branch, Industrial and Commercial Bank of China (Macau) Limited, SMBC Nikko Securities
(Hong Kong) Limited, Standard Chartered Bank (Singapore) Limited, Agricultural Bank of China Limited
Hong Kong Branch, Agricultural Bank of China Limited, Singapore Branch, Australia and New Zealand
Banking Group Limited, Bank of China (Hong Kong) Limited, Bank of China Limited, Singapore Branch,
Bank of Communications Co., Ltd. Hong Kong Branch, The Bank of East Asia, Limited, China
Construction Bank (Asia) Corporation Limited, China Everbright Bank Co., Ltd., Hong Kong Branch,
China International Capital Corporation Hong Kong Securities Limited, China Minsheng Banking Corp.,
Ltd., Hong Kong Branch, China Securities (International) Corporate Finance Company Limited, Citigroup
Global Markets Limited, CLSA Singapore Pte Ltd, CMB Wing Lung Bank Limited, CMBC Securities
Company Limited, E.SUN Commercial Bank Ltd., First Abu Dhabi Bank PJSC, Guotai Junan Securities
(Hong Kong) Limited, Industrial Bank Co., Ltd. Hong Kong Branch, Malayan Banking Berhad, Mirae
Asset Securities (Singapore) Pte. Ltd., MUFG Securities Asia Limited, National Australia Bank Limited
(ABN 12 004 044 937), Oversea-Chinese Banking Corporation Limited, Shanghai Pudong Development
Bank Co., Ltd., Hong Kong Branch, SPDB International Capital Limited, United Overseas Bank Limited
and Zhongtai International Securities (Singapore) Pte. Ltd;
"Joint Lead Managers for the EUR Notes" means Citigroup Global Markets Limited, Crédit Agricole
Corporate and Investment Bank, ICBC International Securities Limited, Natixis, Société Générale, Bank
of China Limited, Luxembourg Branch, Banque Internationale à Luxembourg SA, China Construction
Bank (Europe) S.A., China International Capital Corporation Hong Kong Securities Limited, Coöperatieve
Rabobank U.A., Deutsche Bank Aktiengesellschaft, ICBC Standard Bank Plc, Industrial and Commercial
Bank of China (Asia) Limited, Industrial and Commercial Bank of China (Europe) S.A, Industrial and
Commercial Bank of China (Macau) Limited, Skandinaviska Enskilda Banken AB (publ) and UBS AG
London Branch;
"Joint Lead Managers for the GBP Notes" means Barclays Bank PLC, Citigroup Global Markets
Limited, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, ICBC Standard Bank Plc,
Standard Chartered Bank, Bank of China Limited, London Branch, BNP Paribas, China Zheshang Bank
Co., Ltd. (Hong Kong Branch), CMBC Securities Company Limited, DBS Bank Ltd., ICBC International
Securities Limited, Industrial and Commercial Bank of China (Asia) Limited and J.P. Morgan Securities
PLC; and
"Joint Lead Managers for the MOP Notes" means Industrial and Commercial Bank of China (Macau)
Limited, Industrial and Commercial Bank of China Limited, Singapore Branch, Industrial and Commercial
Bank of China (Asia) Limited, Industrial and Commercial Bank of China (Europe) S.A, ICBC
International Securities Limited, Bank of China Limited, Macau Branch, Agricultural Bank of China
Limited Macao Branch, China Construction Bank Corporation Macau Branch, Bank of Communications
Co., Ltd. Macau Branch, Banco Nacional Ultramarino S.A., Luso International Banking Ltd., China
Guangfa Bank Co., Ltd., Macau Branch and The Macau Chinese Bank Limited.
iii

There are restrictions on the offer and sale of the Notes and the circulation of documents relating thereto,
in certain jurisdictions including, but not limited to, the United States of America, the European Economic
Area, the United Kingdom, Japan, Hong Kong, the PRC, Singapore and Macau, and to persons connected
therewith. The Notes have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the
Notes may only be offered or sold outside the United States, or to, or for the account or benefit of,
non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. Subject to
certain exceptions, the Notes may not be offered or sold within the United States or to or for the account
or benefit of, U.S. persons. For a description of these and certain further restrictions on offers, sales and
transfers of Notes and distribution of the Offering Circular, see the section entitled "Subscription and
Sale" on pages 213 to 221 of the Original Offering Circular and page 36 of this Drawdown Offering
Circular.
No person has been authorised by the Branch Issuers or the Group to give any information or to make any
representation not contained in or not consistent with this Drawdown Offering Circular or any other
document entered into in relation to the sale of Notes and, if given or made, such information or
representation should not be relied upon as having been authorised by the Branch Issuers, the Group or
the Joint Lead Managers.
None of the relevant Joint Lead Managers, the relevant Branch Issuer or the Group makes any
representation to any investor in the Notes regarding the legality of its investment under any applicable
laws. Any investor in the relevant series of Notes should be able to bear the economic risk of an investment
in such series of Notes for an indefinite period of time.
Neither the delivery of this Drawdown Offering Circular nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this Drawdown
Offering Circular is true subsequent to the date hereof or the date upon which this Drawdown Offering
Circular has been most recently amended or supplemented or that there has been no adverse change, or
any event reasonably likely to involve any adverse change, in the prospects or financial or trading position
of the Bank, the relevant Branch Issuer or the Group since the date thereof or, if later, the date upon which
this Drawdown Offering Circular has been most recently amended or supplemented or that any other
information supplied in connection with the Programme or the Notes is correct at any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.
This Drawdown Offering Circular does not constitute an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by the relevant Branch Issuer, the Group,
the relevant Joint Lead Managers, or any director, officer, employee, agent, representative, adviser or
affiliate of any such person or any of them that any recipient of this Drawdown Offering Circular should
subscribe for or purchase any Notes. Each recipient of this Drawdown Offering Circular shall be taken to
have made its own investigation and appraisal of the condition (financial or otherwise) of the Bank, the
relevant Branch Issuer and the Group.
Credit ratings referred to in this Drawdown Offering Circular should not be taken as recommendations to
buy, sell or hold securities and may be subject to revision, suspension and withdrawal at any time by the
relevant rating agency.
iv

IN CONNECTION WITH THE ISSUE OF ANY SERIES OF NOTES, ANY OF THE JOINT LEAD
MANAGERS NAMED AS STABILISATION MANAGER IN THE RELEVANT PRICING
SUPPLEMENT (THE "STABILISATION MANAGER") (OR PERSONS ACTING ON BEHALF OF
ANY STABILISATION MANAGER(S)) MAY, TO THE EXTENT PERMITTED BY APPLICABLE
LAWS AND RULES, OVERALLOT THAT RELEVANT SERIES OF NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THAT SERIES OF
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISATION MANAGER(S) (OR
PERSONS ACTING ON BEHALF OF A STABILISATION MANAGER) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THAT SERIES OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THAT
SERIES OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THAT SERIES
OF NOTES.
None of the Joint Lead Managers, any Agents (as defined in the Terms and Conditions of the relevant
series of the Notes) or Luso International Banking Ltd. (the "MOP Notes Trustee" or the "Trustee") has
separately verified the information contained in this Drawdown Offering Circular. To the fullest extent
permitted by law, none of the Joint Lead Managers, any Agent or the MOP Notes Trustee, or any director,
officer, employee, representative, adviser, agent or affiliate of any such person makes any representation,
warranty or undertaking, express or implied, or accepts any responsibility or liability, with respect to the
accuracy or completeness of any of the information in this Drawdown Offering Circular. To the fullest
extent permitted by law, none of the Joint Lead Managers, any Agent or the MOP Notes Trustee or any
director, officer, employee, representative, adviser, agent or affiliate of any such person accepts any
responsibility for the contents of this Drawdown Offering Circular or for any other statement made or
purported to be made by any Joint Lead Managers, any Agent or the MOP Notes Trustee, or any director,
officer, employee, representative, adviser, agent or affiliate of any such person or on its behalf in
connection with the Bank, the Branch Issuers, the Group, the Notes, or the issue and offering of the Notes.
Each Joint Lead Manager, the MOP Notes Trustee and each Agent accordingly disclaim all and any
liability whether arising in tort or contract or otherwise (save as referred to above) which it might
otherwise have in respect of this Drawdown Offering Circular or any such statement.
This Drawdown Offering Circular does not describe all of the risks and investment considerations
(including those relating to each investor's particular circumstances) of an investment in the Notes. Each
potential purchaser of Notes should refer to and consider carefully the relevant Pricing Supplement for the
issue of that series of Notes (included in this Drawdown Offering Circular). The risks and investment
considerations identified in this Drawdown Offering Circular and the applicable Pricing Supplement are
provided as general information only. Investors should consult their own financial and legal advisers as
to the risks and investment considerations arising from an investment in the relevant series of Notes and
should possess the appropriate resources to analyse such investment and the suitability of such investment
in their particular circumstances.
v

Neither this Drawdown Offering Circular nor any other information provided or incorporated by reference
in connection with any series of Notes are intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by any of the Branch Issuers, the Group, or the Joint
Lead Managers, or any director, officer, employee, representative, adviser, agent or affiliate of any such
person that any recipient of this Drawdown Offering Circular or of any such information, should purchase
the Notes. Each potential purchaser of Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant Branch Issuer,
the Bank and the Group. Each potential purchaser of the Notes should determine for itself the relevance
of the information contained in this Drawdown Offering Circular and its purchase of Notes should be
based upon such investigation as it deems necessary. None of the Joint Lead Managers nor any director,
officer, employee, representative, adviser, agent or affiliate of any such person undertakes to review the
financial condition or affairs of the relevant Branch Issuer, the Bank or the Group during the life of the
arrangements contemplated by this Drawdown Offering Circular nor to advise any investor or potential
investor in the Notes of any information coming to the attention of any of the Joint Lead Managers or any
of them.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory authority, nor has any of the
foregoing authorities passed upon or endorsed the merits of the offering of Notes or the accuracy or the
adequacy of this Drawdown Offering Circular. Any representation to the contrary is a criminal offence in
the United States.
If a jurisdiction requires that the offering of a series of Notes is made by a licensed broker or dealer and
any of the relevant Joint Lead Managers or any affiliate of the relevant Joint Lead Managers is a licensed
broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Manager
or such affiliate on behalf of the relevant Branch Issuer in such jurisdiction.
vi

PRESENTATION OF INFORMATION
The section entitled "Presentation of Information" of the Original Offering Circular shall be deleted in its
entirety and replaced by the following:
Certain monetary amounts set out in this Offering Circular have been subject to rounding adjustments.
Accordingly, figures shown as totals in tables may not be the arithmetic sums of the figures that precede
them. In this Offering Circular, references to "U.S. dollars", "U.S.$" or "USD" are to United States
dollars, the lawful currency of the United States, references to "Sterling" and "£" are to the lawful
currency of the United Kingdom, references to "Euro", "EUR" or " C" are to the lawful currency of the
Eurozone, references to "RMB" or "Renminbi" are to the lawful currency of the PRC, references to "Hong
Kong dollars", "HKD" or "HK$" are to Hong Kong dollars, the lawful currency of Hong Kong, references
to "MOP" or "MOP$" are to Macau pataca, the lawful currency of Macau, references to "MXN" are to
Mexican Pesos, the lawful currency of Mexico, references to "MYR" are to Malaysian ringgit, the lawful
currency of Malaysia, references to "IDR" are to Indonesian rupiah, the lawful currency of Indonesia,
references to "THB" are to Thai baht, the lawful currency of Thailand, references to "KZT" are to
Kazakhstani tenge, the lawful currency of Kazakhstan, references to "NZD" are to New Zealand dollars,
the lawful currency of New Zealand, references to "RUB" are to Russian rubles, the lawful currency of
Russia, references to "CAD" are to Canadian dollars, the lawful currency of Canada, references to "ARS"
are to Argentine pesos, the lawful currency of Argentina, references to "BRL" are to Brazilian real, the
lawful currency of Brazil, references to "ZAR" are to South African rand, the lawful currency of South
Africa and references to "JPY" or "Japanese Yen" are to Japanese yen, the lawful currency of Japan and
references to "TRY" are to Turkish lira, the lawful currency of Turkey.
The audited consolidated financial statements of the Group as at and for the year ended 31 December 2019
and the audited consolidated financial statements of the Group as at and for the year ended 31 December
2020 incorporated by reference in this Drawdown Offering Circular have been prepared and presented in
accordance with the International Financial Reporting Standards ("IFRS") and have been audited by
KPMG.
On 27 September 2021, the Bank published its 2021 interim report, which includes the interim
consolidated financial statements of the Group as at and for the six months ended 30 June 2021 (the
"Group's Interim Financial Statements"), which have been prepared and presented in accordance with
the International Accounting Standard ("IAS") 34, Interim Financial Reporting and have been reviewed
by Deloitte Touche Tohmatsu ("Deloitte"), Certified Public Accountants. The Group's Interim Financial
Statements have not been audited by Deloitte, and should not be relied upon by investors to provide the
same quality of information associated with information that has been subject to an audit. In addition, the
Group's Interim Financial Statements should not be taken as an indication of the expected financial
condition or results of operations of the Group for the full financial year ending 31 December 2021.
Neither the Joint Lead Managers nor their respective affiliates, directors, officers, employees, agents,
representatives or advisers or any person who controls any of them makes any representation or warranty,
express or implied, regarding the sufficiency of the Group's Interim Financial Statements for an
assessment of, and potential investors must exercise caution when using such data to evaluate, the
financial condition and results of operations of the Group.
vii

On 1 January 2019, the Bank adopted IFRS 16 Leases. For the impact of the adoption of IFRS 16 on
the Bank, please refer to Note 2(3) "Basis of Preparation Change in accounting policies IFRS 16
"Leases"" of the audited consolidated financial statements of the Group as at and for the year ended 31
December 2019 incorporated by reference in this Drawdown Offering Circular. The Bank elected to use
the modified retrospective approach for the adoption of IFRS 16 under which the cumulative effect of
initial application is recognised in retained earnings as at 1 January 2019. The corresponding financial
information as at and for the year ended 31 December 2018 included in the audited consolidated financial
statements of the Group as at and for the year ended 31 December 2019 has not been restated. The
financial information of the Group as at and for the year ended 31 December 2018 incorporated by
reference in this Drawdown Offering Circular may not be directly comparable with the financial
information of the Group as at and for the years ended 31 December 2019 and 2020 and the financial
information of the Group as at and for the period ended 30 June 2021.
Unless otherwise stated, all financial statements contained herein which are stated as relating to the Bank
are referring to the consolidated financial statements of the Group.
In this Offering Circular, references to "China", "Mainland China" and the "PRC" mean the People's
Republic of China and for geographical reference only (unless otherwise stated) exclude Taiwan, Macau
and Hong Kong; references to "PRC Government" mean the government of the PRC; references to "Hong
Kong" are to the Hong Kong Special Administrative Region of the People's Republic of China; references
to "Macau" are to the Macau Special Administrative Region of the People's Republic of China; references
to "U.S." are to the United States and references to "UK" or "United Kingdom" are to the United Kingdom
of Great Britain and Northern Ireland.
In this Offering Circular, unless the contrary intention appears, a reference to a law or a provision of a law
is a reference to that law or provision as extended, amended or re-enacted.
viii