Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility forthe contents of this announcement, 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 contentsof this announcement.
This announcement and the listing document attached hereto are for information purposes only and do not constitutean invitation or offer to acquire, purchase or subscribe for the securities of the Issuer (as defined below). Thisannouncement and the listing document attached hereto are not, and are not intended to be, an offer of securities of
the Issuer for sale, or the solicitation of an offer to buy securities of the Issuer, in the United States. The securities
referred to in this announcement and the listing document attached hereto have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or soldwithin the United States, except pursuant to an exemption from, or in a transaction not subject to registration
requirements of the Securities Act. This announcement and the listing document attached hereto are not for distribution,
directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will bemade in the United States.
This announcement and the listing document attached hereto have been published for information purposes only
as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the“Listing Rules”) and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither thisannouncement nor anything referred to herein (including the listing document attached hereto) forms the basis forany contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and thelisting document attached hereto shall not be deemed to be an offer of securities made pursuant to a prospectus issued
by or on behalf of the Issuer (as defined below) for the purposes of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) nor shall it constitute an advertisement, invitation or
document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of,subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571 of the Laws
of Hong Kong).
Notice to Hong Kong investors: The Issuer and the Guarantor (as defined below) confirm that the Notes (as defined
below) are intended for purchase by professional investors (as defined in Chapter 37 of the Listing Rules) only and theProgramme (as defined below) has been and the Notes, to the extent that such Notes are to be listed on The Stock
Exchange of Hong Kong Limited, will be listed on The Stock Exchange of Hong Kong Limited on that basis. Accordingly,
the Issuer and the Guarantor confirm that the Notes are not appropriate as an investment for retail investors in HongKong. Investors should carefully consider the risks involved.

PUBLICATION OF OFFERING CIRCULARCSI MTN LIMITED(the “Issuer”)(incorporated in British Virgin Islands with limited liability)

U.S.$3,000,000,000 Guaranteed Medium Term Note Programme(the "Programme")
Unconditionally and irrevocably guaranteed by(the “Guarantor”)(incorporated in Hong Kong with limited liability)

Arranger and Dealer
CITIC Securities

This announcement is made by the Issuer pursuant to Rule 37.39A of the Listing Rules.
Reference is made to the notice of listing of the Programme on The Stock Exchange of Hong Kong
Limited dated 19 May 2023 published by the Issuer.
The offering circular dated 19 May 2023 (“Offering Circular”) in relation to the Programme isappended to this announcement. As disclosed in the Offering Circular, any notes to be issued under
the Programme (the “Notes”) will be intended for purchase by professional investors (as defined in
Chapter 37 of the Listing Rules) only and the Programme has been and the Notes, to the extent thatsuch Notes are to be listed on The Stock Exchange of Hong Kong Limited, will be listed on The
Stock Exchange of Hong Kong Limited on that basis.
The Offering Circular is published in English only. No Chinese version of the Offering Circular
has been published.
Hong Kong, 22 May 2023
As at the date of this announcement, the directors of the Issuer are Mr. LIU Liang and Ms. ZHENG
Ying
As at the date of this announcement, the Board of the Guarantor comprises Mr. LI Chunbo, Mr. SHIBenliang, Mr. XU Jianqiang, Mr. YU Yang and Mr. Edward PARKAppendix I – Offering Circular dated 19 May 2023

IMPORTANT NOTICETHIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE
UNITED STATES AND, IN CERTAIN CIRCUMSTANCES, ARE NOT U.S. PERSONS.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to theattached offering circular (the ‘‘Offering Circular’’). You are advised to read this disclaimer carefully before accessing,reading or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree tobe bound by the following terms and conditions, including any modifications to them from time to time, each time you
receive any information from CSI MTN Limited (the ‘‘Issuer’’), CITIC Securities International Company Limited 中信証
券國際有限公司 (the ‘‘Guarantor’’) as a result of such access. In order to be eligible to view the attached Offering
Circular or make an investment decision with respect to the securities, investors must be outside the United States.
Confirmation of Your Representation: The attached Offering Circular is being sent to you at your request and by
accepting the e-mail and accessing the attached Offering Circular, you shall be deemed to represent to the Issuer, theGuarantor, CLSA Limited (the ‘‘Arranger’’) and CSI Global Markets Limited (together with the Arranger, the “Dealers”)
that (1) you and any customers you represent are outside the United States and, in certain circumstances, not U.S. persons(as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’)) and that the e-mailaddress that you gave us and to which this e-mail has been delivered is not located in the United States, its territories orpossessions, and (2) you consent to delivery of the attached Offering Circular and any amendments or supplements thereto
by electronic transmission.
The attached Offering Circular has been made available to you in electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and, consequently, none of theIssuer, the Guarantor, the Arranger, the Dealers (as defined in the attached Offering Circular), the Trustee or the Agents(each as defined in the attached Offering Circular) or any of their respective affiliates, directors, officers, employees,
representatives, agents, advisers and each person who controls any of them accepts any liability or responsibility
whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy
version available to you upon request from the Issuer, the Guarantor, the Arranger and the Dealers.
Restrictions: The attached Offering Circular is being furnished in connection with an offering in offshore transactions topersons outside the United States or, in certain circumstances, to non-U.S. persons outside the United States in compliancewith Regulation S under the Securities Act solely for the purpose of enabling a prospective investor to consider thepurchase of the securities described herein.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE
IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE
SECURITIES MAY NOT BE OFFERED, SOLD OR (IN THE CASE OF NOTES IN BEARER FORM)
DELIVERED WITHIN THE UNITED STATES, OR IN CERTAIN CIRCUMSTANCES, TO U.S. PERSONS,EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCALSECURITIES LAWS. THE OFFERING IS MADE SOLELY OUTSIDE THE UNITED STATES IN OFFSHORE
TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.
Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of any of the Issuer, theGuarantor, the Arranger or the Dealers to subscribe for or purchase any of the securities described herein, and access has
been limited so that it shall not constitute, in the United States or elsewhere, directed selling efforts (within the meaning ofRegulation S under the Securities Act). If a jurisdiction requires that the offering be made by a licensed broker or dealer
and the Arranger or any Dealer or any of their respective affiliates is a licensed broker or dealer in that jurisdiction, theoffering shall be deemed to be made by it or such affiliate on behalf of the Issuer and the Guarantor in such jurisdiction.
You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose
possession the attached Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction inwhich you are located and you may not, nor are you authorised to, deliver this document, electronically or otherwise, toany other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed
to purchase any of the securities described in the attached Offering Circular.
Actions that You May Not Take: If you receive this document by e-mail, you should not reply by e-mail to thisdocument, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you
generate by using the ‘‘Reply’’ function on your e-mail software, will be ignored or rejected.
YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERINGCIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERINGCIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF
THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLYWITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWSOF OTHER JURISDICTIONS.
You are responsible for protecting against viruses and other destructive items. If you receive this document by e-mail,your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free fromviruses and other items of a destructive nature.

Offering Circular dated 19 May 2023

STRICTLY CONFIDENTIAL

CSI MTN Limited(Incorporated with limited liability in the British Virgin Islands)

U.S.$3,000,000,000
Guaranteed Medium Term Note Programme
Unconditionally and Irrevocably Guaranteed by(Incorporated in Hong Kong with limited liability)
Under the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme described in this Offering Circular (the ‘‘Programme’’), CSI MTN Limited (the ‘‘Issuer’’), subject to compliance with all relevantlaws, regulations and directives, may from time to time issue medium term notes (the ‘‘Notes’’) which will be unconditionally and irrevocably guaranteed (‘‘Guarantee’’) by its parent company, CITIC
Securities International Company Limited 中信証券國際有限公司 (the ‘‘Guarantor’’). The Issuer is a wholly-owned subsidiary of the Guarantor. The aggregate nominal amount of Notes outstanding will not
at any time exceed U.S.$3,000,000,000 (or the equivalent in other currencies), subject to increase as further described in ‘‘Summary of the Programme’’.
An application has been made to The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Stock Exchange’’) for the listing of the Programme during the 12-month period after the date of this Offering
Circular on the Hong Kong Stock Exchange by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited) (‘‘Professional Investors’’) only. This document is for distribution to Professional Investors only.
Notice to Hong Kong investors: Each of the Issuer and the Guarantor confirms that the Notes to be issued under the Programme are intended for purchase by Professional Investors only and theProgramme and the Notes, to the extent that such Notes are to be listed on the Hong Kong Stock Exchange, will be listed on The Stock Exchange of Hong Kong Limited on that basis. Accordingly,
each of the Issuer and the Guarantor confirms that the 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 Offering Circular, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement
limiting distribution of this Offering Circular to Professional Investors only have been reproduced in this Offering Circular. Listing of the Programme and 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 Programme, the Notes, the Issuer, the Guarantor, the Group, 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 andexpressly 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.
Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes, the issue price of the Notes and any other terms and conditions not contained herein which are applicableto each Tranche (as defined in ‘‘Summary of the Programme’’) of the Notes will be set out in the relevant pricing supplement each, a ‘‘Pricing Supplement’’) which, with respect to Notes to be listed on the
Hong Kong Stock Exchange, will be delivered to the Hong Kong Stock Exchange, on or before the relevant Issue Date. The relevant Pricing Supplement in respect of the issue of any Notes will specify
whether or not such Notes will be listed on the Hong Kong Stock Exchange or listed, traded or quoted on or by any other competent authority, exchange or quotation system.
Notes may be issued in bearer or registered form. The Notes of each Series issued in bearer form (‘‘Bearer Notes’’) will be represented on issue by a temporary global note in bearer form (each a ‘‘Temporary
Global Note’’) or a permanent global note in bearer form (each a ‘‘Permanent Global Note’’) (collectively, the ‘‘Global Note’’). Bearer Notes that are issued in compliance with rules in substantially the same
form as U.S. Treasury Regulations §1.163–5(c)(2)(i)(D) for purposes of Section 4701 of the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code’’) (‘‘TEFRA D’’) must be initially represented by aTemporary Global Note and interests in a Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the date 40 days after the later of thecommencement of the offering and the relevant Issue Date (the ‘‘Exchange Date’’), upon certification as to non-U.S. beneficial ownership. Notes in registered form (‘‘Registered Notes’’) will be represented
by registered certificates (each a ‘‘Certificate’’), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. The Notes of each Series in registered form will
initially be represented by a global certificate (each a ‘‘Global Certificate’’). Global Notes and Global Certificates may be deposited on the relevant Issue Date with a common depositary on behalf ofEuroclear Bank SA/NV (‘‘Euroclear’’) and/or Clearstream Banking S.A. (‘‘Clearstream’’), or with a sub-custodian for the Central Moneymarkets Unit Service (the ‘‘CMU’’) operated by the Hong Kong
Monetary Authority. The provisions governing the exchange of interests in Global Notes for other Global Notes and Definitive Notes or Global Certificates for Certificates are described in ‘‘Summary ofProvisions Relating to the Notes while in Global Form’’.
The Notes and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) or with any securities regulatory authority of any stateof the United States and may not be offered or sold or, in case of Bearer Notes, delivered, in the United States or, in certain circumstances, to or for the account or benefit of, U.S. persons (as such term isdefined in Regulation S under the Securities Act (‘‘Regulation S’’)) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the
United States. The Notes and the Guarantee are being offered outside the United States in reliance on Regulation S under the Securities Act. Bearer Notes are subject to U.S. tax law requirements. See‘‘Subscription and Sale’’.
MiFID II product governance/target market — The Pricing Supplement in respect of any Notes may include a legend entitled ‘‘MiFID II Product Governance’’ which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a ‘‘distributor’’) should take into
consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, ‘‘MiFID II’’) is responsible for undertaking its own target market assessment in respect of theNotes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the ‘‘MiFID Product Governance
Rules’’), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
UK MiFIR product governance/target market — The Pricing Supplement in respect of any Notes may include a legend entitled ‘‘UK MiFIR Product Governance’’ which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any distributor should take into consideration the target market assessment; however, a distributor subject to
the FCA Handbook Product Intervention and Product Governance Sourcebook (the ‘‘UK MiFIR Product Governance Rules’’) is responsible for undertaking its own target market assessment in respect of theNotes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
IMPORTANT — EEA RETAIL INVESTORS — The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retailinvestor in the European Economic Area (‘‘EEA’’). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a
customer within the meaning of Directive (EU) 2016/97 (as amended, the ‘‘Insurance Distribution Directive’’), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the ‘‘Prospectus Regulation’’). Consequently no key information document required byRegulation (EU) No 1286/2014 (as amended, the ‘‘PRIIPs Regulation’’) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared andtherefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT — UK RETAIL INVESTORS — The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retailinvestor in the United Kingdom (‘‘UK’’). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (‘‘EUWA’’); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the‘‘FSMA’’) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part ofdomestic law by virtue of the EUWA (the ‘‘UK Prospectus Regulation’’). Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the
EUWA (the ‘‘UK PRIIPs Regulation’’) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes orotherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act 2001 of Singapore (the ‘‘SFA’’) and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the ‘‘CMP Regulations 2018’’), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section
309A(1) of the SFA), that the Notes are ‘‘prescribed capital markets products’’ (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Noticeon the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
The Notes may be issued on a continuing basis to one or more Dealers specified under ‘‘Summary of the Programme’’ and any additional Dealer appointed under the Programme from time to timeby the Issuer and the Guarantor (each a ‘‘Dealer’’ and together the ‘‘Dealers’’), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the‘‘relevant Dealer’’ shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
The Programme has been assigned a rating of ‘‘BBB+’’ by S&P Global Ratings, a division of S&P Global Inc. (‘‘S&P’’). In addition, the Guarantor has been assigned a rating of ‘‘BBB+’’ by S&P with stable
outlook. These ratings are only correct as at the date of this Offering Circular. Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, suchrating will not necessarily be the same as the ratings assigned to the Programme. A rating does not constitute a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction,
revision or withdrawal at any time by the assigning rating agency.
Investing in the Notes involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and experience in financial and business matters to evaluate theinformation contained in this Offering Circular and in the applicable Pricing Supplement and the merits and risks of investing in a particular issue of Notes in the context of their financial positionand particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in Notes. Investors should not purchase Notes unless they understandand are able to bear risks associated with Notes. Prospective investors should have regard to the factors described under the section entitled ‘‘Risk Factors’’ in this Offering Circular.

Arranger and Dealer
CITIC Securities

Offering Circular dated 19 May 2023

NOTICE TO INVESTORS
Each of the Issuer and the Guarantor, having made all reasonable enquiries, confirms that (i) thisOffering Circular contains all information with respect to the Issuer, the Guarantor and their respective
subsidiaries (together, the ‘‘Group’’) and to the Contracts (as defined in the Dealer Agreement (asdefined below)) the Guarantee and the Notes which is material in the context of the issue and offering of
the Notes (including the information that is required by applicable laws or applicable rules of the Hong
Kong Stock Exchange, or is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profits and losses, and prospects of the Group and of the rights
attaching to the Notes); (ii) all statements or expressions of opinion or intention (including, without
limitation, the statements regarding the future plans, use of proceeds, indebtedness, prospects, dividends,
material contracts and litigation) in this Offering Circular are or will remain, in all material respects,
fairly and honestly made on reasonable grounds or, where appropriate, based on reasonable assumptions,and such grounds or assumptions are or will remain fairly and honestly held by the Issuer or the
Guarantor or their respective directors, and there are or will be no other facts known or which could,
upon due and careful inquiry, have been known to the Issuer, the Guarantor or their respective directors
the omission of which would make any such statement or expression misleading in any material respect;and (iii) this Offering Circular does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information withregard to the Issuer, the Guarantor and the Group. The Issuer and the Guarantor accept full
responsibility for the accuracy of the information contained in this Offering Circular and confirm,
having made all reasonable enquiries, that to the best of their knowledge and belief there are no otherfacts the omission of which would make any statement herein misleading.
Listing of the Programme or the Notes on the Hong Kong Stock Exchange is not to be taken as anindication of the merits of the Issuer, the Guarantor or the Notes. In making an investment decision,
investors must rely on their own examination of the Issuer, the Guarantor and the terms of the offering,
including the merits and risks involved. Please see ‘‘Risk Factors’’ for a discussion of certain factors to
be considered in connection with an investment in the Notes. Each Tranche of Notes will be issued on
the terms set out herein under ‘‘Terms and Conditions of the Notes’’ as amended and/or supplemented
by a Pricing Supplement. This Offering Circular must be read and construed together with any
amendments or supplements hereto and with any information incorporated by reference herein (see‘‘Information Incorporated by Reference and Financial Information’’) and, in relation to any Trancheof Notes, must be read and construed together with the relevant Pricing Supplement. This Offering
Circular shall be read and construed on the basis that such documents are incorporated in and form partof this Offering Circular.
The distribution of this Offering Circular and any Pricing Supplement and the offering, sale and deliveryof the Notes in certain jurisdictions may be restricted by law. Persons into whose possession thisOffering Circular comes are required by the Issuer, the Guarantor, CLSA Limited (the ‘‘Arranger’’) andCSI Global Markets Limited (together with the Arranger, the ‘‘Dealers’’), the Trustee and the Agents (asdefined in the Terms and Conditions of the Notes) (and each of their respective affiliates, directors,
officers, employees, representatives, advisers, agents and each person who controls any of them) to
inform themselves about and to observe any such restrictions. None of the Issuer, the Guarantor, theArranger, the Dealers, the Trustee or the Agents (or any of their respective affiliates, directors, officers,—i—employees, representatives, advisers, agents or any person who controls any of them) represents that thisOffering Circular or any Pricing Supplement may be lawfully distributed, or that any Notes may be
lawfully offered, in compliance with any applicable registration or other requirements in any suchjurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility forfacilitating any such distribution or offering. No action is being taken to permit a public offering of anyof the Notes or the distribution of this Offering Circular or any Pricing Supplement in any jurisdiction
where action would be required for such purposes. Accordingly, no Notes may be offered or sold,directly or indirectly, and none of this Offering Circular, any Pricing Supplement or any advertisement
or other offering material may be distributed or published in any jurisdiction, except undercircumstances that will result in compliance with any applicable laws and regulations.
MiFID II product governance/target market — The Pricing Supplement in respect of any Notes may
include a legend entitled ‘‘MiFID II Product Governance’’ which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
distributor should take into consideration the target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (byeither adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be amanufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR product governance/target market — The Pricing Supplement in respect of any Notes may
include a legend entitled ‘‘UK MiFIR Product Governance’’ which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
distributor should take into consideration the target market assessment; however, a distributor subject to
UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment inrespect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be amanufacturer for the purpose of the UK MiFIR Product Governance Rules.
PRIIPs REGULATION/PROHIBITION OF SALES TO EEA RETAIL INVESTORS — The Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold orotherwise made available to any retail investor in the EEA. For these purposes, a retail investor means aperson who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II;(ii) a customer within the meaning of Insurance Distribution Directive, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not aqualified investor as defined in the Prospectus Regulation. Consequently no key information document
required by PRIIPs Regulation for offering or selling the Notes or otherwise making them available toretail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

— ii —

UK PRIIPs REGULATION/PROHIBITION OF SALES TO UK RETAIL INVESTORS — The
Notes are not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the UK. For these purposes, a retail investor meansa person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation(EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within themeaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law byvirtue of the EUWA; or (iii) not a qualified investor as defined in the UK Prospectus Regulation.
Consequently, no key information document required by the UK PRIIPs Regulation for offering or
selling the Notes or otherwise making them available to retail investors in the UK has been prepared andtherefore offering or selling the Notes or otherwise making them available to any retail investor in the
UK may be unlawful under the UK PRIIPs Regulation.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT 2001 OF SINGAPORE — In connection with Section 309B of the SFA and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the ‘‘CMP
Regulations 2018’’), unless otherwise specified before an offer of Notes, the Issuer has determined, andhereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are‘‘prescribed capital markets products’’ (as defined in the CMP 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).
There are restrictions on the offer and sale of the Notes, and the circulation of documents relating
thereto, in certain jurisdictions including the United States, the EEA, the United Kingdom, Hong Kong,
Singapore, Japan, the PRC and the British Virgin Islands, and to persons connected therewith. For a
description of certain further restrictions on offers, sales and resales of the Notes and distribution of thisOffering Circular and any Pricing Supplement, see ‘‘Subscription and Sale’’.
Important Notice to Prospective Investors
Prospective investors should be aware that certain intermediaries in the context of certain offerings ofNotes pursuant to the Programme, each such offering, a ‘‘CMI Offering’’, including certain Dealers, may
be ‘‘capital market intermediaries’’ (‘‘CMIs’’) subject to Paragraph 21 of the Code of Conduct for
Persons Licensed by or Registered with the Securities and Futures Commission (the ‘‘SFC Code’’). This
notice to prospective investors is a summary of certain obligations the SFC Code imposes on such
CMIs, which require the attention and cooperation of prospective investors. Certain CMIs may also be
acting as ‘‘overall coordinators’’ (‘‘OCs’’) for a CMI Offering and are subject to additional requirements
under the SFC Code. The application of these obligations will depend on the role(s) undertaken by therelevant Dealer(s) in respect of each CMI Offering.
Prospective investors who are the directors, employees or major shareholders of the Issuer, theGuarantor, a CMI or its group companies would be considered under the SFC Code as having an
association (‘‘Association’’) with the Issuer, the Guarantor, the CMI or the relevant group company.
Prospective investors associated with the Issuer, the Guarantor or any CMI (including its groupcompanies) should specifically disclose this when placing an order for the relevant Notes and should
disclose, at the same time, if such orders may negatively impact the price discovery process in relation
to the relevant CMI Offering. Prospective investors who do not disclose their Associations are hereby
deemed not to be so associated. Where prospective investors disclose their Associations but do not— iii —

disclose that such order may negatively impact the price discovery process in relation to the relevant
CMI Offering, such order is hereby deemed not to negatively impact the price discovery process inrelation to the relevant CMI Offering.
Prospective investors should ensure, and by placing an order prospective investors are deemed toconfirm, that orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e.
two or more corresponding or identical orders placed via two or more CMIs). A rebate may be offeredby the Issuer to all private banks for orders they place (other than in relation to Notes subscribed bysuch private banks as principal whereby it is deploying its own balance sheet for onward selling toinvestors), payable upon closing of the relevant CMI Offering based on the principal amount of theNotes distributed by such private banks to investors. Private banks are deemed to be placing an order ona principal basis unless they inform the CMIs otherwise. As a result, private banks placing an order on aprincipal basis (including those deemed as placing an order as principal) will not be entitled to, and will
not be paid, the rebate. Details of any such rebate will be set out in the applicable Pricing Supplement
or otherwise notified to prospective investors.
If a prospective investor is an asset management arm affiliated with any relevant Dealer, suchprospective investor should indicate when placing an order if it is for a fund or portfolio where therelevant Dealer or its group company has more than 50% interest, in which case it will be classified as a‘‘proprietary order’’ and subject to appropriate handling by CMIs in accordance with the SFC Code andshould disclose, at the same time, if such ‘‘proprietary order’’ may negatively impact the price discovery
process in relation to the relevant CMI Offering. Prospective investors who do not indicate thisinformation when placing an order are hereby deemed to confirm that their order is not a ‘‘proprietaryorder’’. If a prospective investor is otherwise affiliated with any relevant Dealer, such that its order may
be considered to be a ‘‘proprietary order’’ (pursuant to the SFC Code), such prospective investor should
indicate to the relevant Dealer when placing such order. Prospective investors who do not indicate thisinformation when placing an order are hereby deemed to confirm that their order is not a ‘‘proprietaryorder’’. Where prospective investors disclose such information but do not disclose that such ‘‘proprietaryorder’’ may negatively impact the price discovery process in relation to the relevant CMI Offering, such‘‘proprietary order’’ is hereby deemed not to negatively impact the price discovery process in relation to
the relevant CMI Offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (including
private banks) which is personal and/or confidential in nature to the prospective investor. By placing anorder, prospective investors are deemed to have understood and consented to the collection, disclosure,use and transfer of such information by the relevant Dealers and/or any other third parties as may berequired by the SFC Code, including to the Issuer, the Guarantor, any OCs, relevant regulators and/or
any other third parties as may be required by the SFC Code, it being understood and agreed that suchinformation shall only be used for the purpose of complying with the SFC Code, during thebookbuilding process for the relevant CMI Offering. Failure to provide such information may result inthat order being rejected.
No person has been or is authorised to give any information or to make any representation concerning
the Group, the Notes or the Guarantee other than as contained in this Offering Circular or any otherdocument entered into in relation to the Programme and the sale of Notes and, if given or made, anysuch other information or representation should not be relied upon as having been authorised by theIssuer, the Guarantor, the Arranger, any Dealer, the Trustee or any Agent (or any of their respective
affiliates, directors, officers, employees, representatives, advisers, agents or any person who controls anyof them). Neither the delivery of this Offering Circular or any Pricing Supplement nor any offering, sale

— iv —

or delivery made in connection with the issue of the Notes shall, under any circumstances, constitute a
representation that there has been no change or development reasonably likely to involve a change in theaffairs of the Issuer, the Guarantor, the Group or any of them since the date hereof, or if later, the dateupon which this Offering Circular has been most recently amended or supplemented, or create any
implication that the information contained herein is correct as at any date subsequent to the date hereofor, as the case may be, the date upon which this Offering Circular has been most recently amended or
supplemented, or that any other information supplied in connection with the Programme is correct as at
any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
Neither this Offering Circular nor any Pricing Supplement constitutes an offer of, or an invitation by oron behalf of the Issuer, the Guarantor, the Arranger, the Dealers, the Trustee or the Agents (or any of
their respective affiliates, directors, officers, employees, representatives, advisers, agents or any person
who controls any of them) to subscribe for or purchase any Notes and may not be used for the purposeof an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which suchoffer or solicitation is not authorised or is unlawful.
This Offering Circular is highly confidential and has been prepared by the Issuer and the Guarantor
solely for use in connection with the Programme and the proposed offering of the Notes under the
Programme as described herein. Neither the Issuer nor the Guarantor has authorised its use for any otherpurpose. This Offering Circular may not be copied or reproduced in whole or in part. It may be
distributed only to and its contents may be disclosed only to the prospective investors to whom it isprovided. By accepting delivery of this Offering Circular each investor agrees to these restrictions.
No representation or warranty, express or implied, is made or given by the Arranger, the Dealers, theTrustee or the Agents (or any of their respective affiliates, directors, officers, employees,
representatives, advisers, agents or any person who controls any of them) as to the accuracy,completeness or sufficiency of the information contained or incorporated in this Offering Circular or any
other information provided by the Issuer or the Guarantor in connection with the Programme, andnothing contained or incorporated in this Offering Circular is, or shall be relied upon as, a promise,
representation or warranty by the Arranger, the Dealers, the Trustee or the Agents (or any of theirrespective affiliates, directors, officers, employees, representatives, advisers, agents or any person who
controls any of them). None of the Arranger, the Dealers, the Trustee and the Agents (nor any of theirrespective affiliates, directors, officers, employees, representatives, advisers, agents nor any person who
controls any of them) has independently verified any of the information contained in this Offering
Circular and can give assurance that such information is accurate, truthful or complete.
To the fullest extent permitted by law, each of the Arranger, the Dealers, the Trustee and the Agents(and each of their respective affiliates, directors, officers, employees, representatives, advisers, agentsand each person who controls any of them) does not accept any responsibility for the contents of thisOffering Circular or for any other statement, made or purported to be made by it or on its behalf inconnection with the Issuer, the Guarantor, the giving of the Guarantee or the issue and offering of theNotes. Each of the Arranger, the Dealers, the Trustee and the Agents (and each of their respective
affiliates, directors, officers, employees, representatives, advisers, agents and each person who controls
any of them) 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
Arranger, the Dealers, the Trustee or the Agents (or any of their respective affiliates, directors, officers,
employees, representatives, advisers, agents or any person who controls any of them) undertakes toreview the financial condition or affairs of the Issuer or the Guarantor during the life of the—v—arrangements contemplated by this Offering Circular nor to advise any investor or potential investors in
the Notes of any information coming to the attention of the Arranger, any Dealer, the Trustee or any
Agent (or any of their respective affiliates, directors, officers, employees, representatives, advisers,
agents or any person who controls any of them).
This Offering Circular, the Pricing Supplement and any other information supplied in connection with
the Programme or any Notes (i) are not intended to provide the basis of any credit or other evaluationand (ii) should not be considered as a recommendation by any of the Issuer, the Guarantor, the Arranger,
the Dealers, the Trustee or the Agents (or any of their respective affiliates, directors, officers,
employees, representatives, advisers, agents and or any person who controls any of them) that any
recipient of this Offering Circular should purchase any Notes. Each potential purchaser of the Notes
should determine for itself the relevance of the information contained in this Offering Circular and its
purchase of the Notes should be based upon such investigations with its own tax, legal and businessadvisers as it deems necessary.
THE NOTES AND THE GUARANTEE HAVE NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES
MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAWREQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE
OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES, DELIVERED, WITHIN THE
UNITED STATES OR, IN CERTAIN CIRCUMSTANCES, TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S OR THE U.S. INTERNALREVENUE CODE OF 1986, AS AMENDED, AND REGULATIONS THEREUNDER IN CASE OF
BEARER NOTES).
In connection with the issue of any Tranche of Notes, one or more Dealers named as stabilisation
manager(s) in the applicable Pricing Supplement (‘‘Stabilisation Manager(s)’’) (or persons acting on
behalf of any Stabilisation Manager(s)) may over-allot Notes or effect transactions with a view tosupporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the dateon which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is madeand, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Trancheof Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with allapplicable laws, regulations and rules.
This Offering Circular does not describe all of the risks and investment considerations (including thoserelating to each investor’s particular circumstances) of an investment in Notes of a particular issue. Eachpotential purchaser of Notes should refer to and consider carefully the relevant Pricing Supplement foreach particular issue of Notes, which may describe additional risks and investment considerations
associated with such Notes. The risks and investment considerations identified in this Offering Circularand 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 froman investment in an issue of Notes and should possess the appropriate resources to analyse suchinvestment and the suitability of such investment in their particular circumstances. Each person
receiving this Offering Circular acknowledges that such person has not relied on the Arranger, the— vi —

Dealers, the Trustee or the Agents (or any of their respective affiliates, directors, officers, employees,
representatives, advisers, agents or any person who controls any of them) in connection with its
investigation of the accuracy of such information or its investment decision.
Industry and Market Data
Market data and certain industry forecasts and statistics in this Offering Circular have been obtained
from both public and private sources, including market research, publicly available information andindustry publications. Although this information is believed to be reliable, it has not been independently
verified by the Issuer, the Guarantor, the Arranger, the Dealers, the Trustee or the Agents (or any of
their respective affiliates, directors, officers, employees, representatives, advisers, agents or any person
who controls any of them), and none of the Issuer, the Guarantor, the Arranger, the Dealers, the Trustee
or the Agents (nor any of their respective affiliates, directors, officers, employees, representatives,
advisers, agents or any person who controls any of them) makes any representation as to the accuracy orcompleteness of that information. Such information may not be consistent with other informationcompiled 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.
Presentation of Financial Information
The audited consolidated financial statements of the Guarantor as at and for the years ended 31
December 2021 and 2022 (the ‘‘Consolidated Financial Statements’’) which are included elsewhere inthis Offering Circular, have been audited by PricewaterhouseCoopers (‘‘PwC’’), the Guarantor’s
independent auditor. Such financial statements of the Guarantor were prepared in accordance with theHong Kong Financial Reporting Standards (‘‘HKFRS’’).
Unless otherwise stated, all financial data contained herein which is stated as relating to the Guarantor isreferring to the consolidated data of the Guarantor.
Exchange Rate Information
No representation is made that the Renminbi amounts referred to in this Offering Circular could havebeen or could be converted into U.S. dollars at any particular rate or at all, and vice versa.
Rounding
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 intables may not be equal to the apparent total of the individual items and actual numbers may differ fromthose contained herein due to rounding. References to information in billions of units are to theequivalent of a thousand million units.
Certain Definitions and Conventions
We have prepared this offering circular using a number of conventions, which you should consider whenreading the information contained herein. When we use the terms ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ the ‘‘Company,’’the ‘‘Group’’ and words of similar import, we are referring to the Guarantor itself, or the Guarantor andits consolidated subsidiaries, as the context requires.

— vii —

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to‘‘China’’, ‘‘mainland China’’ or the ‘‘PRC’’ are to the People’s Republic of China and, for the purposeof this Offering Circular only, exclude Hong Kong, the Macau Special Administrative Region of thePeople’s Republic of China and Taiwan; references to ‘‘Hong Kong’’ are to the Hong Kong Special
Administrative Region of the People’s Republic of China; references to ‘‘U.S.’’ are to the United Statesof America and references to ‘‘EU’’ are to the European Union.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to‘‘Renminbi’’, ‘‘CNY’’ or ‘‘RMB’’ are to the lawful currency of the PRC; references to ‘‘HK$’’and‘‘HKD’’are to the lawful currency of Hong Kong; references to ‘‘U.S. dollars’’, ‘‘USD’’ or ‘‘U.S.$’’ areto the lawful currency of the United States of America and references to ‘‘sterling’’ or ‘‘£’’are to thelawful currency of the United Kingdom.
In addition, in this Offering Circular:‘‘Belt and Road Initiative’’ refers to the Silk Road Economic Belt and the 21st-century Maritime Silk
Road policy of the PRC;‘‘Board’’ or ‘‘Board of Directors’’ refers to the board of directors of the Guarantor;‘‘CITIC Corporation Limited’’ refers to CITIC Corporation Limited (中國中信有限公司);‘‘CITIC Limited’’ refers to CITIC Limited (中國中信股份有限公司);‘‘CITIC Group’’ refers to CITIC Group Corporation and its subsidiaries;‘‘CITIC Group Corporation’’ refers to CITIC Group Corporation (中國中信集團有限公司);‘‘CITIC Securities’’ refers to CITIC Securities Company Limited 中信証券股份有限公司;‘‘CITIC Securities Group’’ refers to CITIC Securities and its subsidiaries;‘‘CITIC Securities (Hong Kong)’’ refers to CITIC Securities (Hong Kong) Limited 中信證券(香港)有限公司;‘‘CLSA’’ refers to CLSA B.V., a private limited company incorporated under the laws of theNetherlands and becoming a wholly-owned subsidiary of the Company on 31 July 2013;‘‘CLSA Capital Partners’’ refers to CLSA Capital Partners Limited and its affiliates;‘‘CLSA Asset Management’’ refers to CLSA Asset Management Limited 中信里昂資產管理有限公司;‘‘CLSA Fund Services’’ refers to CLSA Fund Services (Asia) Limited;‘‘Company’’ or ‘‘Guarantor’’ refers to CITIC Securities International Company Limited 中信証券國際有限公司;‘‘CS Brokerage’’ refers to CITIC Securities Brokerage (HK) Limited 中信証券經紀(香港)有限公司;‘‘CS Futures’’ refers to CITIC Securities Futures (HK) Limited 中信証券期貨(香港)有限公司;— viii —‘‘CSC’’ refers to CSC Financial Co., Ltd. 中信建投證券股份有限公司;‘‘CSI Global Markets’’ refers to CSI Global Markets Limited;‘‘CSRC’’ refers to China Securities Regulatory Commission (中國證券監督管理委員會);‘‘Group’’ refers to the Guarantor and its subsidiaries;‘‘Hong Kong Stock Exchange’’ refers to The Stock Exchange of Hong Kong Limited;‘‘IPO’’ refers to initial public offering;‘‘Issuer’’ refers to CSI MTN Limited;‘‘LGFV’’ refers to local government financing vehicle companies in the PRC;‘‘M&A’’ refers to merger and acquisition;‘‘MOF’’ refers to the Ministry of Finance of the PRC (中華人民共和國財政部);‘‘NDRC’’ refers to the National Development and Reform Commission of the PRC (中華人民共和國國家發展和改革委員會);‘‘NDRC Administrative Measures’’ refers to the Administrative Measures for the Examination andRegistration of Medium and Long-term Foreign Debts of Enterprises 《企業中長期外債審核登記管理辦(法》(國家發展和改革委員會令第56 號)) issued by the NDRC;‘‘NDRC Circular’’ refers to the Circular on Promoting the Reform of the Administrative System on theIssuance by Enterprises of Foreign Debt Filings and Registrations (NDRC Wai Zi [2015] No. 2044) ( 國家 發 改 委 關 於 推 進 企 業 發 行 外 債 備 案 登 記 制 管 理 改 革 的 通 知 ) ( 發 改 外 資 [ 2 0 1 5 ] 2 0 4 4 號 ) issued
by the NDRC;‘‘Northbound Trading’’ refers to Hong Kong and overseas investors trading in eligible securities thatare listed on the Shanghai Stock Exchange (上海證券交易所) or the Shenzhen Stock Exchange (深圳證券交易所) through Stock Connect;‘‘PBOC’’ refers to People’s Bank of China (中國人民銀行);‘‘PRC Government’’ in this Offering Circular means the central government of the PRC, including allpolitical subdivisions (including provincial, municipal and other regional or local governmental entities)
and instrumentalities thereof, or where the context requires, any of them;‘‘QDII’’ refers to Qualified Domestic Institutional Investor (合格境內機構投資者);‘‘SAC’’ refers to The Securities Association of China;‘‘SFC’’ refers to the Securities and Futures Commission of Hong Kong;‘‘SOE’’ refers to stated-owned enterprises; and— ix —

‘‘Southbound Trading’’ refers to the PRC’s investors trading in eligible securities that are listed on the
Hong Kong Stock Exchange through Stock Connect.
For ease of reference, the names of the PRC established companies or entities, laws or regulations havebeen included in this Offering Circular in both the Chinese and English languages and in the event of
any inconsistency, the Chinese versions shall prevail.

—x—

INFORMATION INCORPORATED BY REFERENCE AND FINANCIAL INFORMATIONThis Offering Circular should be read and construed in conjunction with:(i)each relevant Pricing Supplement; and(ii)

all amendments and supplements from time to time to this Offering Circular; and(iii) any audited consolidated annual financial statements or unaudited but reviewed consolidated
interim financial statements of the Group, in each case together with any audit or review reports
prepared in connection therewith, that are published subsequent to the date of this Offering
Circular as amended and supplemented from time to time, if any;
which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shallbe deemed to modify or supersede the contents of this Offering Circular.
Any statement contained in this Offering Circular or in a document incorporated by reference into thisOffering Circular will be deemed to be modified or superseded for purposes of this Offering Circular to
the extent that a statement contained in any such subsequent document modifies or supersedes thatstatement. Any statement that is modified or superseded in this manner will no longer be a part of thisOffering Circular, except as modified or superseded.
Copies of all such documents which are so deemed to be incorporated in, and to form part of, thisOffering Circular will be available (upon prior written request and proof of holding and identity
satisfactory to the Issuer) free of charge, during usual business hours (being between 9:00 a.m. and 3:00
p.m., Hong Kong time) on any weekday (Saturdays, Sundays and public holidays excepted), forinspection at the principal office of the Issuer set out at the end of this Offering Circular.

— xi —

SUPPLEMENTAL OFFERING CIRCULAR
Each of the Issuer and the Guarantor has given an undertaking to the Dealers that unless the Issuer or
the Guarantor has notified the Permanent Dealers (as defined in the Dealer Agreement (as defined
below)) in writing that it does not intend to issue Notes under the Programme for the time being, eachof the Issuer and the Guarantor shall prepare and publish an amendment or supplement to the Offering
Circular if at any time during the duration of the Programme (1) a significant new factor, material
mistake or material inaccuracy arises or is noted relating to the information included in the Offering
Circular which is capable of affecting an assessment by investors of the assets and liabilities, financial
position, profits and losses, and prospects of the Issuer and/or the Guarantor and/or of the rights
attaching to the Notes and/or the Guarantee or (2) the Offering Circular otherwise contains an untrue
statement of a material fact or omits to state a material fact necessary to make the statements contained
therein not misleading.

— xii —FORWARD-LOOKING STATEMENTS
The Issuer and the Guarantor have made forward-looking statements in this Offering Circular regarding,among other things, the Group’s financial condition, future expansion plans and business strategies.
These forward-looking statements are based on the Group’s current expectations about future events.
Although the Issuer and the Guarantor believe that these expectations and projections are reasonable,
such forward-looking statements are inherently subject to risks, uncertainties and assumptions,
including, among other things:.

the Group’s business and operating strategies;.

the Group’s capital expenditure and development plans;.

the amount and nature of, and potential for, future development of the Group’s business;.

future developments, trends and conditions in the industries and markets in which the Group
operates;.

various business opportunities that the Group may pursue;.

changes in political, economic, legal and social conditions in the PRC, including the specificpolicies of the PRC central and local governments affecting the regions where the Group operates;.

changes in the global economic conditions and material volatility in the global financial markets;.

the prospective financial condition and performance regarding the Group’s businesses;.

changes or volatility in interest rates, foreign exchange rates, equity prices or other rates or prices,
including those pertaining to the PRC and the industries and markets in which the Group operates;.

availability and costs of bank loans and other forms of financing;.

changes in competitive conditions and the Group’s ability to compete under these conditions;.

the Group’s ability to obtain additional capital on acceptable terms;.

reduction or discontinuance of the government subsidies and other government grants or themismatch in terms of timing of the availability of the government fiscal support and the Group’s
cash flow requirement;.

fluctuations in the PRC and general risks incidental to the ownership and management ofproperties; and.

other risks identified in the section entitled ‘‘Risk Factors’’ in this Offering Circular.

The words ‘‘anticipate’’, ‘‘believe’’, ‘‘estimate’’, ‘‘expect’’, ‘‘intend’’, ‘‘plan’’ and similar expressions
are intended to identify a number of these forward-looking statements. The Issuer, the Guarantor andeach other member of the Group undertake no obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise. In light of these risks,— xiii —uncertainties and assumptions, the forward-looking events discussed in this Offering Circular might notoccur and the actual results of the Issuer, the Guarantor or the Group could differ materially from thoseanticipated in these forward-looking statements.
These forward-looking statements speak only as at the date of this Offering Circular. The Issuer and the
Guarantor expressly disclaim any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statement contained herein to reflect any change in the Group’s expectations
with regard thereto or any change of events, conditions or circumstances, on which any such statement
was based.

— xiv —TABLE OF CONTENTS
Page
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

SUMMARY OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

SUMMARY CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

EXCHANGE RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

62

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

64

FORM OF PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

65

TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

82

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM . . . .

136

DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

142

DESCRIPTION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

143

DIRECTORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

188

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

191

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

195

REGULATORY ENVIRONMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

198

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

201

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

210

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-1— xv —

SUMMARY
The following summary is qualified in its entirety by, and is subject to, the detailed information
contained elsewhere and the financial statements incorporated by reference in this Offering Circular.
The summary below is only intended to provide a limited overview of information described in moredetail elsewhere in this Offering Circular. As it is a summary, it does not contain all of the informationthat may be important to investors and terms defined elsewhere in this Offering Circular shall have thesame meanings when used in this summary. Prospective investors should therefore read this Offering
Circular in its entirety.
The Group
The Guarantor is a wholly owned subsidiary of CITIC Securities, a leading full service securities firm in
China with international reach, and is the principal platform for implementing CITIC Securities’international strategy. Headquartered in Hong Kong, the Group provides comprehensive financial
services to institutional and corporate customers, retail and high-net worth individuals, ranging from
corporate finance and capital market, securities brokerage, fixed income, currencies & commodities,
equity derivatives and prime brokerage to asset management.
Our sole shareholder, CITIC Securities, is the leading full-service securities firm in China. CITIC
Securities was one of the first companies approved by the CSRC to be an integrated securities company,
and was the first China-based securities firm listed on the Shanghai Stock Exchange. With its IPO
completed in January 2003, CITIC Securities was listed and has been traded on the Main Board of theHong Kong Stock Exchange (stock code: 6030) on 6 October 2011. CITIC Securities’ leading position
amongst all securities firm in China has been widely recognised. In 2020, amongst other awards, CITIC
Securities was named the No. 1 Best Investment Bank, No. 1 Best Local Investment Bank, 2020 Best
Securities Company and 2020 Pioneer Investment Bank, by Caixin Media, New Fortune, Financial
Times and International Financial News, respectively. In 2021, amongst other awards, CITIC Securities
was again named 2021 Best Securities Company by Financial Times, and was named the Golden Bull
Securities Company for the 2021 Golden Bull Award in Chinese Securities Industry by China Securities
Journal. In 2022, amongst other awards, CITIC Securities was named an ‘‘Excellent Trading Partner’’ inForex Futures Trading for 2022 by the Singapore Exchange, and the Best Sustainable Financial
Institution by Finance Asia. CITIC Securities operates a wide range of businesses, mainly including
securities services, wealth management, institutional stock brokerage, financial market, asset
management, custody, equity investment and research.
The founders of CITIC Securities were CITIC Group Corporation (under its former name of China
International Trust Investment Company), and three other investors. CITIC Securities is the leading fullservice securities firm in China. CITIC Securities was one of the first companies approved by the CSRC
to be an integrated securities company, and was the first China-based securities firm listed on the
Shanghai Stock Exchange. CITIC Group Corporation is one of the largest state-owned conglomerates,with a more than 35-year track record in China. It operates in a wide range of industry sectors including
finance, real estate and infrastructure, construction, energy and resources, manufacturing, IT, trading andconsumer. CITIC Group Corporation is directly administered by MOF.

—1—

For the years ended 31 December 2020, 2021 and 2022, our total operating income was
US$1,052,596,000, US$1,330,238,000 and US$1,414,352,000 respectively, and our respective profit/(loss) attributable to equity holders of the Company for the corresponding periods was US$116,944,000,
US$101,283,000 and US$126,127,000, respectively. As of 31 December 2020, 2021 and 2022, we had
total assets of US$30,348,982,000, US$32,588,885,000 and US$30,940,226,000, respectively, and total
equity attributable to equity holders of the Company of US$1,291,695,000, US$1,383,607,000 and
US$1,457,595,000, respectively.
Principal Lines of business
The following table sets forth our business lines and the major products and services under eachbusiness line.
Corporate finance andcapital markets.
.

Corporate financeCapital markets

Securities brokerage.
.
.

Institutional equities
Research
Wealth management

FICC.

Fixed income,currencies &commodities(‘‘FICC’’)

Equity derivatives andprime brokerage

Asset Management andothers.
.
.

.
.

Equity derivatives
Prime brokerage
Fund services.

Asset management
Alternative
investment
management
OthersCorporate Finance and Capital Markets
Our corporate finance and capital markets business consists of the following activities:.

Equity finance, including equity capital markets and equity linked finance;.

Debt and structured finance, including debt capital markets and leveraged and structured finance;
and.

M&A and financial advisory services.

We sponsor and underwrite IPOs and follow-on offerings of equity and equity-linked products. We
together with CITIC Securities lead-managed 166 equity offerings in 2020, 194 in 2021 and 162 in 2022
as the bookrunner, raising an aggregate of approximately US$29,858.0 million of capital in 2020,
US$42,512.9 million in 2021 and US$31,559.68 million in 2022, ranking first in the equity capital
markets in Asia Pacific (excluding Australia and Central Asia) in 2020, 2021 and 2022, according toRefinitiv’s market review for 2020, 2021 and 2022.
Our debt and structured finance activities include the structuring and underwriting of fixed income andstructured finance products. We underwrite a full range of fixed income products. In 2020, we leadmanaged 93 China offshore bonds, raising an aggregate of approximately US$3,774.47 million ofcapital, ranking fourth among Chinese securities houses according to Bloomberg’s league table. In 2021,
our ranking among Chinese securities houses in the same league table has risen to third and overall
ranking went up from 25th to 16th with 127 offerings and US$4,221.34 million capital raised of thesame category. In 2022, we lead-managed 111 China offshore bonds, raising an aggregate of
approximately US$3,429 million of capital, ranking fourth in China offshore bonds and second among
Chinese securities houses according to Bloomberg’s league table. We ranked second, first and second in
offshore CNY bonds among Chinese securities houses in 2020, 2021 and 2022 respectively.

—2—

We provide financial advisory services for various types of transactions, including mergers andacquisitions, joint ventures, corporate restructurings, leveraged buyouts and strategic alliances. Ourfinancial advisory clients include public and private companies, government entities and private equity
investors in China and overseas. For example, in 2021, we acted as Joint Financial Adviser of Yue Xiu
Enterprises’ US$656 million Privatisation of Chong Hing Bank, which is the largest privatisationtransaction so far in the banking and financial industry at Hong Kong Stock Exchange in the last 7
years. In 2022, we acted as the Sole Financial Advisor of the US$150 million cross-border transfer of
equity by Walgreens Boots Alliance, Inc. In 2023, we acted as the Exclusive Financial Advisor of the
US$19 million investment in an Indonesia state-owned healthcare company by Silk Road Fund &Indonesia Investment Authority.
Securities brokerage
Our securities brokerage businesses comprises our institutional equities, research and wealthmanagement services.
We provide brokerage services to customers for their trading of tradable securities, such as warrants,
which are not equities or futures that are listed on stock exchanges. We generate commissions fromexecuting and clearing the buy and sell orders of our clients. As of 31 December 2022, we managed
approximately 1,700 institutional brokerage clients.
Our outstanding research services in securities brokerage provide clients insights into the issues, trends
and companies driving Asia’s markets. We have more than 100 research analysts that cover over 1,200
companies in 19 key industry sectors (including amongst others, consumer discretionary, industrials, IT,real estate, financials, consumer staples, communication services and healthcare) across 12 markets,providing deep sector and company insights that inform client’s investment strategies.
Our wealth management segment provides a full range of financial services and investment solutions forretail and high net-worth clients, including securities trading, electronic trading, stock margin financing,Hong Kong and global futures trading, over-the-counter transactions over Hong Kong stock, listedcompany activities and solutions, investment advisory, custodian and nominee services. As of December
2022, the total assets under management or custody amounted to approximately HK$162.3 billion(US$20.8 billion), which is comparable in size to regional private banks with an active footprint in Asia.
FICC
We offer a wide range of fixed income, currencies, rates and commodities products and solutions.
Through our global network, our FICC business team strives to deliver a full suite of products andservices to help clients identify market opportunities, manage their risks and generate returns on theirportfolios. We service major global and regional institutions worldwide as well as corporations in thegreater China area. Our clientele consists of sovereign wealth funds, global asset managers and hedge
funds, global and regional banks and securities firms, insurance companies, private banks and family
offices. We are a leading China cross-border trading partner, with more than 900 institutional clientsworldwide and more than 1,500 bonds being priced and published on venues daily. We also operate
across five trading centres globally.

—3—

Equity derivatives and prime brokerage
We are recognised as one of the most competitive providers of A-share derivative products
internationally. Our equity derivatives business offers a unique combination of local expertise andglobal access and has experienced strong growth over the past few years and is recognised as a leading
derivatives trading platform. We provide a variety of financial derivative products, including (a)structured products like bespoke notes, OTC options & swaps, (b) quantitative investment strategies and(c) corporate equity derivatives. Our equity derivatives services are highly customised to meet eachclient’s individual needs. Leveraging our financial engineering expertise, we help our clients design
sophisticated hedging strategies and trading programs to manage downside risk and minimise costs.
In addition to the equity derivatives business, we also provide prime brokerage services to sophisticatedinstitutional investors. We offer a competitive suite of valued-added solutions to our prime clients
including execution, synthetic trading, stock borrowing and lending, custody, clearing, asset financing,and fund administration. We also provide efficient clearing and settlement of securities and cashtransactions in major Asian markets and currencies.
In addition, we also provide fund services through CLSA Fund Services (Asia) Limited, which wasestablished to service international asset managers and the growing number of mainland Chinese asset
managers that are expanding overseas.
Asset Management and others
We provide asset management and alternative investment management products and services for
professional investors, mainly through our subsidiaries CLSA Asset Management and CLSA CapitalPartners, both of which hold SFC licensed companies engaged in asset management business. Our asset
management business offers a diversified and increasing range of investment strategies, and helps
professional investors globally, mainly in the United States, Europe and Asia. As at 31 December 2022,
the scale of assets managed by CLSA Asset Management and CLSA Capital Partners amounted toapproximately US$7.0 billion and US$7.5 billion respectively.
Business strategies
Our vision is to become an internationally leading securities firm trusted by clients around the world. To
achieve this goal, we intend to implement the following strategies in our various business lines:.

Corporate finance and capital markets. We will continue to take a client-centric and full productcoverage approach to provide clients with comprehensive corporate finance and capital markets
services, strengthen and further leadership of traditional businesses and actively drive innovative
business and develop international business, and provide a leading platform for PRC companies
going global and foreign investors seeking access to the PRC;.

Securities brokerage. We will integrate and expand our local and overseas brokerage business toserve international customers including financial institutions, enhance service quality and businesscoverage. We continue to strive for outstanding services in institutional equities that provide
clients insights into issues, trends and companies driving the Asia Pacific markets, and seek out
liquidity to execute even the most challenging strategies for our clients. With a strong retail
distribution network in greater China area, our dedicated team of wealth management professionals
will continue to provide tailor-made financial solutions to clients in China and beyond across avariety of asset classes;

—4—

.

Fixed income, currencies & commodities. We plan to continue to build and improve our productmatrix and broaden our client base, and promote active risk management and prudent fundallocation. Our FICC business through its global network continually strives to deliver a full suiteof products and services across credit, rates, foreign exchange and commodities to help clients
identify market opportunities, manage risk and generate returns for their portfolios;.

Equity derivatives and prime brokerage. Our equity derivatives team will continue to offer aunique combination of local expertise and global access, and to work closely with global clients tocreate solutions that meet their needs in risk management, yield enhancement, financing, and crossborder market access. Our fund services will also continue to provide comprehensive end-to-end
solutions spanning middle and back office and fund administration services by leveraging on
industry know-how, first-in-class technology infrastructure and robust IT support; and.

Asset management and others. We plan to continue to take a client-centric approach to drive
product and marketing innovation, leverage the going-global trend and maintain our comprehensivecompetitiveness in the industry. Our asset management business will serve as a go-to one-stop
shop for global investors to tap into the advantageous home market of CITIC Securities, andcontinue to help our clients invest in industry leaders in the most dynamic sectors.

Competitive Strengths
We believe that the following strengths have contributed to our success and differentiated us from ourcompetitors.
Strategic establishment with solid government support and outstanding shareholder background
CITIC Group Corporation, the largest shareholder of CITIC Securities which wholly owns the Company,
is directly administered by MOF. CITIC Group Corporation is a stated-owned company established in
Beijing in 1979, being one of China’s largest conglomerates covering financial services, resources andenergy, manufacturing, engineering contracting and real estate. In 2022, CITIC Group Corporation
ranked No. 102 on the Fortune Global 500, marking its fourteenth consecutive year being listed on the
Fortune Global 500. CITIC Group Corporation is one of the largest constituent stocks of the Hang Seng
Index, with a long-term corporate credit rating of BBB+ and A3 by Standard & Poor’s and Moody’s,
respectively.
CITIC Securities, the sole shareholder of the Company, was one of the first companies approved by the
CSRC to be an integrated securities company and has grown into a leading full-service securities groupin the PRC with the full support from CITIC Group. Listed on Shanghai Stock Exchange in 2003 and on
the Hong Kong Stock Exchange in 2011, CITIC Securities is China’s first listed securities company interms of A share, H share and A+H share IPO. With solid government support, CITIC Securities
obtained RMB202.63 million, RMB229.57 million and RMB350.82 million in government grants in
2020, 2021 and 2022, respectively.

—5—Comprehensive support from and business collaboration with the CITIC Securities GroupWe have CITIC Securities Group’s support in various aspects. See our corporate development milestones
set out in ‘‘Overview’’ above for the multiple times of capital injections from CITIC Securities, thereby
demonstrating to the market its commitment to our business growth. CITIC Securities has alsoannounced in November 2021 that it will further inject capital into the Company by up to US$1.5
billion in cash, which will be paid up by one-time payment. Further, CITIC Securities completed arights issuance in March 2022, where up to RMB5 billion of the proceeds would be used for theincrease in investments to its subsidiaries, thereby demonstrating CITIC Securities’ commitment tosupport the growth of its subsidiaries. Our funding pool is also fully integrated with CITIC Securities’
offshore funding pool, thus enabling CITIC Securities to provide funding support readily.
One-stop service provider offering a wide range of products and access to international platform
The Group fully integrates and utilises the platform resources availed by the Group, CITIC Securities
and the CITIC Group to provide its clients with one-stop comprehensive solutions, with the aim to growthe Group’s all-rounded securities services into a global and leading multi-asset, multi-strategy, crossmarket and full-service financial institution. We seek to distinguish ourselves from our competitors witha highly-integrated platform generating cooperation and synergies across business lines and throughout
our global operations. We provide securities products and services to Chinese and international clients inHong Kong and other key overseas markets.
Member of a domestically-leading securities firm franchise with global strategic presence and largest
area coverage with respect to the Belt and Road Initiative
Based in Hong Kong and with CITIC Securities’ leading presence in mainland China, we have actively
expanded our Asia Pacific and global coverage to become a leading international securities firm with an
Asia focus. We have expanded our international footprint via both organic growth and acquisitions,accessing overseas markets in Hong Kong and the United States. We acquired CLSA in 2013 as awholly-owned subsidiary, making CITIC Securities the first Chinese securities firm to successfullyacquire a foreign competitor. Since then, we have successfully consolidated overseas securities services
platforms and completed the integration of front-desk institutional sales and corporate finance business,further integrated mid-desk and back-desk operations to lay a solid foundation for future overseas
business development.
We have been a major wholesale broker in the countries covered by the Belt and Road Initiative,
including Singapore, Malaysia, the Philippines, Indonesia, Thailand and Sri Lanka for the past 30 years.
This has given us strong brand recognition in those countries among leading companies, investors,
regulators, banks and the governments. In the above countries, we have been either the largest foreign
broker (measured by value of trades completed), or ranking within the top three, for a number of years.
We have more than 10% market share of foreign business in all the above countries and as much as 35%
in some of such countries. In April 2022, we acted as a co-manager in the initial public offering of PT
GoTo Gojek Tokopedia Tbk, which raised a total of US$957 million. In April 2022, we also acted as a
joint global coordinator and a joint domestic underwriter in the US$763 million stock rights offering by
the Union Bank of the Philippines, demonstrating our on-the-ground presence in the region covered by
the Belt and Road Initiative.

—6—

SUMMARY OF THE PROGRAMMEThe following summary is qualified in its entirety by the remainder of this Offering Circular. Thissummary must be read as an introduction to this Offering Circular and any decision to invest in theNotes should be based on a consideration of the Offering Circular as a whole, including any
information incorporated by reference. Phrases used in this summary and not otherwise defined shallhave the meanings given to them in the section entitled ‘‘Terms and Conditions of the Notes’’.
Issuer

CSI
MTN
Limited(Legal2549008F29JNGIBO2O60).

entityidentifier(LEI):

Guarantor

CITIC Securities International Company Limited 中信証券國際有限公司.

Description

Guaranteed Medium Term Note Programme unconditionally andirrevocably guaranteed by the Guarantor.

Size

Up to U.S.$3,000,000,000 (or the equivalent in other currencies
at the date of issue) aggregate nominal amount of Notes
outstanding at any one time. The Issuer and the Guarantor may
increase the aggregate nominal amount of the Programme inaccordance with the terms of the Dealer Agreement. Please see‘‘Subscription and Sale’’ for a description of the Dealer
Agreement.

Risk Factors

Investing in Notes issued under the Programme involves certain
risks. The principal risk factors that may affect the abilities of theIssuer and the Guarantor to fulfil their respective obligations in
respect of the Notes and the Guarantee are discussed under ‘‘Risk
Factors’’.

Sole Arranger

CLSA Limited.

Dealers

CLSA Limited and CSI Global Markets Limited.
The Issuer and the Guarantor may from time to time terminate theappointment of any Dealer under the Programme or appoint
Dealers either in respect of one or more Tranches or in respect of
the whole Programme. References in this Offering Circular to‘‘Dealers’’ are to all persons appointed as a dealer in respect of
one or more Tranches or the Programme.

Certain Restrictions

Each issue of Notes denominated in a currency in respect ofwhich particular laws, guidelines, regulations, restrictions orreporting requirements apply will only be issued in circumstances
which comply with such laws, guidelines, regulations, restrictions
or reporting requirements from time to time (see ‘‘Subscription
and Sale’’). Further restrictions may apply in connection with any
particular Series or Tranches of Notes.

—7—Trustee

Citicorp International Limited.

Issuing and Paying Agent andTransfer Agent for Notes otherthan CMU Notes

Citibank, N.A., London Branch.

Registrar

Citicorp International Limited.

CMU Lodging and Paying Agentand Transfer Agent for CMU
Notes

Citicorp International Limited.

Method of Issue

The Notes will be issued on a syndicated or non-syndicated basis.
The Notes will be issued in series (each a ‘‘Series’’) having one
or more issue dates and on terms otherwise identical in all
respects (or in all respects except for the issue date, the issue
price and the first payment of interest on them), the Notes of each
Series being intended to be interchangeable with all other Notesof that Series. Each Series may be issued in tranches (each a‘‘Tranche’’) on the same or different issue dates. The Notes of a
Tranche will have terms identical in all respects to other Notes ofthat Tranche. The specific terms of each Tranche will becompleted in the Pricing Supplement.

Issue Price

Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. Partly Paid Notes may be
issued, the issue price of which will be payable in two or moreinstalments.

Form of Notes

Notes may be issued in bearer form (‘‘Bearer Notes’’) or
registered form (‘‘Registered Notes’’) as described in ‘‘Terms
and Conditions of the Notes’’. Registered Notes may not be
exchangeable for Bearer Notes and vice versa.
Each Tranche of Bearer Notes will initially be in the form ofeither a Temporary Global Note or a Permanent Global Note, ineach case as specified in the relevant Pricing Supplement.
Each Tranche of Registered Notes will initially be represented bya Global Certificate.
Where TEFRA D (as defined below) is applicable, Bearer Notes
must initially be issued in the form of a Temporary Global Note,exchangeable for Permanent Global Notes or Definitive Notes
upon certification of non-U.S. beneficial ownership.

—8—

Clearing Systems

Clearstream, Euroclear, the CMU and, in relation to any Tranche,such other clearing system as may be designated by the Issuer
and the Guarantor and approved in writing by the Issuing andPaying Agent (or the CMU Lodging and Paying Agent, as thecase may be), the Trustee and where relevant, the Registrar.

Initial Delivery of Notes

On or before the issue date for each Tranche, the Global Note or
Global Certificate representing the Notes may be deposited with acommon depositary for Euroclear and Clearstream or deposited
with a sub-custodian for the CMU. Global Notes or Global
Certificates may also be deposited with any other clearing systemor may be delivered outside any clearing system provided that themethod of such delivery has been agreed in advance by theIssuer, the Guarantor, the Trustee, the Issuing and Paying Agent(or the CMU Lodging and Paying Agent, as the case may be) andif applicable, the Registrar and the relevant Dealer(s). Registered
Notes that are to be credited to one or more clearing systems on
issue will be registered in the name of, or in the name ofnominees or a common nominee for, such clearing systems.

Currencies

Subject to compliance with all relevant laws, regulations anddirectives, Notes may be issued in any currency agreed between
the Issuer, the Guarantor and the relevant Dealer(s).

Maturities

Subject to compliance with all relevant laws, regulations anddirectives, any maturity as may be agreed between the Issuer, theGuarantor and the relevant Dealer(s).

Specified Denomination

Definitive Notes will be in such denominations as may be
specified in the relevant Pricing Supplement, subject tocompliance with all relevant laws, regulations and directives.
Unless otherwise permitted by the then current laws andregulations, Notes (including Notes denominated in sterling)which have a maturity of less than one year and in respect ofwhich the issue proceeds are to be accepted by the Issuer in the
United Kingdom or the activity of issuing the Notes is carried onfrom an establishment maintained by the Issuer in the United
Kingdom or whose issue otherwise constitutes a contravention ofsection 19 of the Financial Services and Markets Act 2000(‘‘FSMA’’) will have a minimum denomination of £100,000 (orits equivalent in other currencies).

Interest

Notes may be interest-bearing or non-interest bearing. Interest (ifany) may accrue at a fixed rate or a floating rate or other variable
rate or be index-linked and the method of calculating interest mayvary between the issue date and the maturity date of the relevant
Series.

—9—Fixed Rate Notes

Fixed interest will be payable in arrear on such date or dates as
may be agreed between the Issuer, the Guarantor and the relevant
Dealer(s) and on redemption and will be calculated on the basisof such Day Count Fraction as may be agreed between the Issuer,
the Guarantor and the relevant Dealer(s).

Floating Rate Notes

Floating Rate Notes will bear interest determined separately foreach Series as follows:.

on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2006
ISDA Definitions (as published by the International Swaps
andDerivatives
Association,Inc.),asamended,supplemented or replaced; or.

by reference to EURIBOR, HIBOR or CNH HIBOR (orsuch other benchmark as may be specified in the relevant
Pricing Supplement) as adjusted for any applicable margin;.

on the basis of SOFR reference rates appearing on theagreed screen page of a commercial quotation service (inrelation to Screen Rate Determination for Floating Rate
Notes where the Reference Rate is specified as SOFR
Benchmark, please see Condition 5(b)(iii)(C)) or.

on such other basis as may be agreed between the Issuer,
the Guarantor and the relevant Dealer(s).

Interest periods will be specified in the relevant Pricing
Supplement. The margin (if any) relating to such floating rate
will be agreed between the Issuer and the relevant Dealer for eachseries of Floating Rate Notes.
Zero Coupon Notes

Zero Coupon Notes (as defined in ‘‘Terms and Conditions of theNotes’’) may be issued at their nominal amount or at a discountto it and will not bear interest.

Dual Currency Notes

Payments (whether in respect of principal or interest and whether
at maturity or otherwise) in respect of Dual Currency Notes (asdefined in the Terms and Conditions of the Notes) will be madein such currencies, and based on such rates of exchange, as theIssuer, the Guarantor and the relevant Dealer(s) may agree and as
may be specified in the relevant Pricing Supplement.

— 10 —

Index Linked Notes

Payments of principal in respect of Index Linked Redemption
Notes or of interest in respect of Index Linked Interest Notes will
be calculated by reference to such index and/or formula or tochanges in prices of securities or commodities or to such otherfactors as the Issuer, the Guarantor and the relevant Dealer(s)may agree and as may be specified in the relevant Pricing
Supplement.

Interest Periods and Interest
Rates

The length of the interest periods for the Notes and the applicableinterest rate or its method of calculation may differ from time totime or be constant for any Series. Floating Rate Notes and Index
Linked Interest Notes may also have a maximum interest rate, aminimum interest rate, or both. The use of interest accrual periods
permits the Notes to bear interest at different rates in the sameinterest period. All such information will be set out in therelevant Pricing Supplement.

Redemption

The relevant Pricing Supplement will specify the basis forcalculating the redemption amounts payable (detailed in aformula, index or otherwise). Unless permitted by then-current
laws and regulations, Notes (including Notes denominated insterling) which have a maturity of less than one year and inrespect of which the issue proceeds are to be accepted by theIssuer in the United Kingdom or the activity of issuing the Notes
is carried on from an establishment maintained by the Issuer in
the United Kingdom or whose issue otherwise constitutes acontravention of section 19 of FSMA must have a minimum
redemption amount of £100,000 (or its equivalent in othercurrencies).

Optional Redemption

Notes may be redeemed before their stated maturity at the optionof the Issuer (either in whole or in part) and/or the Noteholders to
the extent (if at all) specified in the relevant Pricing Supplement
as further described in Condition 6(e) and Condition 6(f),respectively, of the Terms and Conditions of the Notes.

Redemption for Change ofControl

Following the occurrence of a Change of Control, any Noteholder
will have the right, at such Noteholder’s option, to require theIssuer to redeem all, but not some only, of such Noteholder’sNote at 101 per cent. of their Early Redemption Amount, together
with accrued interest, as further described in Condition 6(d) of
the Terms and Conditions of the Notes.

Redemption for Taxation Reasons

Notes will be redeemable at the Issuer’s option prior to maturity
for taxation reasons as further described in Condition 6(c) of theTerms and Conditions of the Notes.

— 11 —

Status of Notes

The Notes and any Receipts and Coupons relating to them will
constitute direct, unsubordinated, unconditional and (subject to
Condition 4(c) of the Terms and Conditions of the Notes)
unsecured obligations of the Issuer and will at all times rank paripassu and without any preference among themselves. The
payment obligations of the Issuer under the Notes and theReceipts and the Coupons relating to them shall, save for suchexceptions as may be provided by applicable law and subject to
Condition 4(c) of the Terms and Conditions of the Notes, at all
times rank at least equally with all other present and future
unsecured and unsubordinated obligations of the Issuer.

Status of the Guarantee

The payment obligations of the Guarantor under the Guarantee
shall, save for such exceptions as may be provided by applicablelaw and subject to Condition 4(c) of the Terms and Conditions of
the Notes, at all times rank at least equally with all other present
and future unsecured and unsubordinated obligations of the
Guarantor.

Negative Pledge

The Notes will contain a negative pledge provision as further
described in Condition 4(c) of the Terms and Conditions of theNotes.

Limitations on the Issuer

The Notes will contain some additional limitations on the Issuer
as further described in Condition 4(a) of the Terms andConditions of the Notes.

Cross-Acceleration

The Terms and Conditions of the Notes will contain a crossacceleration provision as described in Condition 10(c) of theTerms and Conditions of the Notes.

Withholding Tax

All payments of principal and interest by or on behalf of theIssuer or the Guarantor in respect of the Notes, the Receipts andCoupons or under the Guarantee will be made free and clear of,
and without withholding or deduction for or on account of, anytaxes, duties, assessments or governmental charges of whatevernature imposed, levied, collected, withheld or assessed by orwithin the British Virgin Islands, or Hong Kong or, in each case,any political subdivision or any authority therein or thereof
having power to tax, unless such withholding or deduction isrequired by law. The Issuer or (as the case may be) the Guarantor
will, subject to certain customary exceptions, pay such additionalamounts as will result in the receipt by the Noteholders of suchamounts as would have been received by them had no suchwithholding or deduction been required, as further described in
Condition 8 of the Terms and Conditions of the Notes.

— 12 —

Ratings

The Programme has been assigned a rating of ‘‘BBB+’’ by S&P.
In addition, the Guarantor has been assigned a rating of ‘‘BBB+’’
by S&P. These ratings are only correct as at the date of thisOffering Circular. Tranches of Notes will be rated or unrated.
Where a Tranche of Notes is to be rated, such rating will be
specified in the relevant Pricing Supplement and such rating will
not necessarily be the same as the ratings assigned to theProgramme.
A rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction, revision orwithdrawal at any time by the assigning rating agency.

Governing Law and Jurisdiction

The Trust Deed, the Notes, the Receipts, the Coupons and the
Talons and the Agency Agreement and any non-contractual
obligations arising out of or in connection with them aregoverned by, and shall be construed in accordance with, English
law with the submission to the exclusive jurisdiction of Hong
Kong courts.

Listing and Admission to Trading

Application has been made to the Hong Kong Stock Exchange forthe listing of the Programme by way of debt issues toProfessional Investors only, and will be made to the Hong Kong
Stock Exchange for permission to deal in and for the listing ofNotes issued under the Programme by way of debt issues toProfessional Investors only during the 12-month period after thedate of this Offering Circular on the Hong Kong Stock Exchange.
However, unlisted Notes and Notes to be listed, traded or quoted
on or by any other competent authority, stock exchange or
quotation system may be issued pursuant to the Programme. The
relevant Pricing Supplement in respect of the issue of any Notes
will specify whether or not such Notes will be listed on the Hong
Kong Stock Exchange or listed, traded or quoted on or by anyother competent authority, exchange or quotation system.
Notes listed on the Hong Kong Stock Exchange will be traded on
the Hong Kong Stock Exchange in a board lot size of at least
HK$500,000 (or its equivalent in other currencies).

— 13 —

Selling Restrictions

There will be restrictions on the offer, sale and transfer of theNotes in the United States, the European Economic Area, theUnited Kingdom, Hong Kong, Singapore, Japan, the PRC and theBritish Virgin Islands and such other restrictions as may berequired in connection with the offering and sale of a particularTranche of Notes, see ‘‘Subscription and Sale’’.
Any Bearer Notes issued under the Programme will be issued incompliance with rules in substantially the same form as U.S.
Treasury Regulations §1.163-5(c)(2)(i)(D) for purposes of Section
4701 of the U.S. Internal Revenue Code of 1986, as amended (the‘‘Code’’) (‘‘TEFRA D’’) unless (i) the relevant Pricing
Supplement states that the Bearer Notes are issued in compliancewith rules in substantially the same form as U.S. Treasury
Regulation §1.163-5(c)(2)(i)(C) for purposes of Section 4701 of
the Code (‘‘TEFRA C’’) or (ii) the Bearer Notes are issued otherthan in compliance with TEFRA D or TEFRA C. In the case of
Bearer Notes, only Notes with a term of 365 days or less (taking
into account any unilateral extensions and rollovers) will be
issued other than in compliance with TEFRA D or TEFRA C andwill be referred to in the relevant Pricing Supplement as atransaction to which the United States Tax Equity and Fiscal
Responsibility Act of 1982 (‘‘TEFRA’’) is not applicable. Bearer
Notes with a term of more than 365 days (taking into account any
unilateral extensions and rollovers) that are held through the
CMU must be issued in compliance with TEFRA C, unless at thetime of issuance the CMU and CMU Lodging and Paying Agent
have procedures in place so as to enable the Issuer to comply
with the certification requirements under TEFRA D. Where
TEFRA D is applicable, Bearer Notes must initially be issued in
the form of Temporary Global Notes, exchangeable for Permanent
Global Notes or Definitive Notes upon certification of non-U.S.
beneficial ownership.

— 14 —

SUMMARY CONSOLIDATED FINANCIAL INFORMATIONThe summary consolidated financial data as of and for the years ended 31 December 2020, 2021 and2022 has been derived from the Company’s Consolidated Financial Statements. The summary financial
data below should be read in conjunction with the Consolidated Financial Statements as well as thenotes thereto, included elsewhere or incorporated by reference in this Offering Circular. The Company’s
Consolidated Financial Statements were prepared and presented in accordance with HKFRS.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2022

2021

2020

US$’000

US$’000

US$’000

Brokerage commission . . . . . . . . . . . . . . . . . . . . . .
Research fee income . . . . . . . . . . . . . . . . . . . . . . . .
Net trading income . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting and placing commission andsponsorship income . . . . . . . . . . . . . . . . . . . . . . .
Corporate advisory and asset management fees . . . . . .
Interest income(1) . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities lending income(1) . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

318,31031,601
668,632

416,925
27,221
542,714372,435
25,261
270,291

61,51833,189129,269
29,064
142,769

156,876
58,046
93,95012,722
21,784

141,22450,063
114,017763
78,542

Total operating income . . . . . . . . . . . . . . . . . . . . .

1,414,352

1,330,238

1,052,596

Employee benefits expenses . . . . . . . . . . . . . . . . . .
Brokerage commission expenses . . . . . . . . . . . . . . . .
Finance costs(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities borrowing expenses (1) . . . . . . . . . . . . . . .
Rebates and introduction fees . . . . . . . . . . . . . . . . .
Information services and communication expenses . . .
Net settlement charges . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . .
Gain on acquisition of subsidiaries . . . . . . . . . . . . . .
Net impairment (losses)/gains . . . . . . . . . . . . . . . . .

(413,008)(166,218)(350,278)(28,435)(32,779)(68,031)(35,380)(157,370)—(10,943)(404,715)(159,453)(128,258)(9,022)(46,179)(59,619)(40,465)(326,027)—(23,989)(379,278)(62,506)(125,092)(1,654)(38,598)(59,067)(42,089)(123,434)
2,046
5,744

Total operating expenses . . . . . . . . . . . . . . . . . . . .

(1,262,442)(1,197,727)(823,928)

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . .

151,910

132,511

228,668

Share of gains/(losses) of joint ventures . . . . . . . . . .
Share of gains/(losses) of associates . . . . . . . . . . . . .

4,104
15,610

5,855
(799)

(738)
(8,984)

Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

171,624(46,395)

137,567(33,642)

218,946(100,187)

Profit/(loss) for the year . . . . . . . . . . . . . . . . . . . .

125,229

103,925

118,759— 15 —

Other comprehensive income
Items that may be reclassified to profit or loss
Changes in the fair value of debt instruments at fairvalue through other comprehensive income . . . . . . .
Net fair value gain of interest rate swap hedge . . . . . .
Share of other comprehensive income of associates . . .
Foreign exchange translation differences . . . . . . . . . .

2022

2021

2020

US$’000

US$’000

US$’000(13,572)——(43,273)

14,3593,094—(16,729)

(186)
1,198
(172)
296

4,295

(5,521)

4,265

409

(221)

(358)

(344)

(4,185)(4,164)

Total other comprehensive (loss)/income, net of tax(52,485)(9,203)879

Total comprehensive income for the year . . . . . . . .

72,744

94,722

119,638

Profit/(loss) attributable to:Equity holders of the Company . . . . . . . . . . . . . . . .
Non-controlling interests . . . . . . . . . . . . . . . . . . . . .

126,127(898)

101,283
2,642

116,944
1,815

125,229

103,925

118,759

73,988(1,244)

92,155
2,567

117,891
1,747

72,744

94,722

119,638

Items that will not be reclassified to profit or loss
Foreign exchange translation differences . . . . . . . . . .
Remeasurements of defined benefit plan obligations,net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in the fair value of equity investments
designated at fair value through othercomprehensive income . . . . . . . . . . . . . . . . . . . . .

Total comprehensive income/(loss) attributable to:Equity holders of the Company . . . . . . . . . . . . . . . .
Non-controlling interests . . . . . . . . . . . . . . . . . . . . .

Note:
(1)

In comparison to the Group’s consolidated Financial Statements for the year ended 31 December 2021, there are certainchanges to the form of presentation on the face of consolidated statement of comprehensive income in the Group’s
consolidated Financial Statements for the year ended 31 December 2022, including:.

Further breakdown of ‘‘interest income’’ into ‘‘interest income’’ and ‘‘securities lending income’’; and.

Further breakdown of ‘‘finance costs’’ into ‘‘finance costs’’ and ‘‘securities borrowing expenses’’.

Such further breakdown of line items was for the purposes of better reflecting the underlying nature and allowing a more
understandable presentation of the Group’s statement of comprehensive income. The comparative figures for the year ended
31 December 2021 have hence been re-presented to conform with the new presentation. The comparative figures for the year
ended 31 December 2020 in this table have been re-presented to conform with the new presentation.

— 16 —

CONSOLIDATED BALANCE SHEET

AssetsNon-current assets
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . .
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in joint ventures . . . . . . . . . . . . . . . . . . . . .
Investments in associates . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial assets at fair value through profit or loss. . . . . .
Financial assets at fair value through other comprehensive
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reverse repurchase agreements . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2022

2021

2020

US$’000

US$’000

US$’000

87,455
29,111
85,624
26,976
1,415
234,846
43,193
61,263

148,852
23,211
86,561
32,1796,101
243,646
37,855
81,390395,287
27,773
100,577
36,5398,887
272,032
42,958
115,586

18,970—45,671

21,086
112,748
38,73325,272
181,431
14,617

634,524

832,362

1,220,959

271
96,036
16,578,092

271
91,331
19,250,116

271
8,899
17,964,127

214,418
2,421,920
7,191,733
104,073825,939
83,303
1,296,252
1,493,665

185,332
2,437,222
5,293,022
74,522
220,188
91,243
1,676,529
2,436,747

175,124
1,611,004
5,916,517
433,576
14,82097,1691,661,936
1,244,580

30,305,702

31,756,523

29,128,023

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,940,226

32,588,885

30,348,982

EQUITY
Capital and reserves attributable to the Company’s
equity holders
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

839,059742,231(123,695)

839,059
615,809(71,261)

839,059
514,455(61,819)

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . .

1,457,595
53,052

1,383,607
7,635

1,291,695
7,967

TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,510,647

1,391,242

1,299,662

Current assets
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax recoverable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial assets at fair value through profit or loss. . . . . .
Financial assets at fair value through other comprehensive
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . .
Amounts due from clients, brokers and clearing houses . . .
Reverse repurchase agreements . . . . . . . . . . . . . . . . . . .
Cash collateral advanced for securities borrowing. . . . . . .
Other debtors, deposits and prepaid expenses . . . . . . . . . .
Cash held on behalf of customers . . . . . . . . . . . . . . . . . .
Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . .

— 17 —

LIABILITIES
Non-current liabilities
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Bonus provision (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Creditors and other accruals . . . . . . . . . . . . . . . . . . . . .
Repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . .
Private placement notes issued to the parent company (1) . .
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long term borrowings from a fellow subsidiary. . . . . . . .
Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt instrument issued . . . . . . . . . . . . . . . . . . . . . . . . .

2022

2021

2020

US$’000

US$’000

US$’000

5,719
12,4589,150
220,779—
67,607498,41322,874
299,869

12,512
21,254
8,876
215,358
138,478
61,375996,583——

79,857
19,422
8,345
111,948
334,786
81,323994,285
48,986—

1,136,869

1,454,436

1,678,952

8,274,078
1,870,123
125
9,509,832
1,377,532
799,995
4,796,122
22,912
1,058,666
97,192
175,770
134,959
175,404

7,115,823
2,072,880
125
11,181,166
1,135,542
1,560,160
5,206,285
30,207
1,115,257
74,258140,781
110,723—

5,554,833
4,339,094
126
9,821,597
764,570746,057
4,945,382
26,433924,016
84,034
111,82152,405—28,292,710

29,743,207

27,370,368

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

29,429,579

31,197,643

29,049,320

Total equity and liabilities . . . . . . . . . . . . . . . . . . . . .

30,940,226

32,588,885

30,348,982

Current liabilities
Financial liabilities at fair value through profit or loss . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . .
Amounts due to the parent company(1) . . . . . . . . . . . . . .
Amounts due to clients, brokers and clearing houses . . . . .
Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short term borrowings from fellow subsidiaries. . . . . . . . .
Repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . .
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Private placement notes issued to the parent company (1) . .
Creditors and other accruals . . . . . . . . . . . . . . . . . . . . .
Bonus payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term financing instruments payable . . . . . . . . . . . .

Note:
(1)

In comparison to the Group’s consolidated Financial Statements for the year ended 31 December 2021, there are certainchanges to the form of presentation on the face of consolidated balance sheet in the Group’s consolidated Financial
Statements for the year ended 31 December 2022, including:.

Amendment of the name of the line item from ‘‘Bonus payables’’ to ‘‘Bonus provision’’ under ‘‘Non-current
liabilities’’;— 18 —

.

Amendment of the name of the line item from ‘‘Amounts due to the ultimate holding company’’ to ‘‘Amounts due tothe parent company’’ under ‘‘Current liabilities’’; and.

Amendment of the name of the line item from ‘‘Private placement notes issued to the ultimate holding company’’ to‘‘Private placement notes issued to the parent company’’ under both ‘‘Non-current liabilities’’ and ‘‘Current
liabilities’’.

Such re-naming of line items were for the purposes of better reflecting the underlying nature of the Group’s balance sheet.

— 19 —RISK FACTORS
An investment in the Notes is subject to a number of risks. Investors should carefully consider all of theinformation in this Offering Circular and, in particular, the risks described below, before deciding toinvest in the Notes. The following describes some of the significant risks that could affect the Issuer, theGuarantor, the Group and the value of the Notes. Some risks may be unknown to the Issuer, theGuarantor and the Group and other risks, currently believed to be immaterial, could in fact be material.
Any of these could materially and adversely affect the business, financial condition, results ofoperations and prospects of the Issuer, the Guarantor and the Group. The market price of the Notes
could decline due to any of these risks, and investors may lose all or part of their investment. This
Offering Circular also contains forward-looking statements that involve risks and uncertainties. The
actual results of the Issuer, the Guarantor or the Group could differ materially from those anticipatedin these forward-looking statements as a result of certain factors, including the risks described below
and elsewhere in this Offering Circular.
The risks described below are not the only risks that may affect the Group or the Notes. Additional risks
and uncertainties of which the Group is not aware or that the Group currently believes are immaterial
may also adversely affect the Group’s businesses, financial condition and results of operations. If any ofthe possible events described below occur, the Group’s businesses, financial condition and results ofoperations could be materially and adversely affected. In such case, the Group may not be able tosatisfy its obligations under the Notes, and investors could lose all or part of their investment.
1.

RISKS RELATING TO OUR BUSINESS
1.1

Unfavourable economic and market conditions in China and other jurisdictions in which
we operate could undermine investor confidence, which could affect our businesses,
results of operations and prospects.
Our businesses, including our corporate finance and capital markets, securities brokerage,
FICC, equity derivatives and prime brokerage and asset management and others businesses,
are highly dependent on economic and market conditions in China (including Hong Kong
SAR) and other jurisdictions in which we operate. Due to various factors such as a shift ineconomic development from high-speed growth to high-quality development, stricter financial
regulation and a slow recovery in the global economy, all of which have been exacerbated by
the effects of the ongoing COVID-19 pandemic which have lasted for the past few years,
there has been a significant level of volatility in China’s capital markets from 2014 to thepresent. Market volatility is expected to materially and adversely affect our results ofoperations and financial condition. In addition, unfavourable global market conditions
including the shutdown of business activities in many countries caused by the COVID-19
pandemic, the financial instability in the U.S. (including but not limited to rising target
federal funds rates to curb inflation), the European sovereign debt crisis, the US-China tradedispute and the downturn in the China real estate sector, have adversely affected, and may
continue to adversely affect, market conditions globally and in China. Volatility in the capital
markets in the United States, Europe and other jurisdictions in recent years has had acorresponding effect on Asian financial markets and may persist in the future.

— 20 —

Unfavourable financial or economic conditions, caused in recent years by international events
including the crisis faced by the global banking and financial sector caused by the financial
difficulties and/or insolvency of certain banks and financial institutions such as Credit Suisseand Silicon Valley Bank, the rising target federal funds rates in the U.S., the relatively highinflation rates in major economies such as the U.S. and Europe, the ongoing COVID-19
pandemic, the downturn in the China real estate sector including certain corporate defaults,
the European sovereign debt crisis, the United Kingdom’s withdrawal from the European
Union, the China-U.S. trade dispute and the imposition of tariffs on imports by bothcountries, have adversely affected investor confidence. Tensions in political relationships,
such as the armed conflicts in Ukraine and instability in Syria and Iraq, may increase asset
price volatility and adversely affect investor confidence. On an international level, thesanctions landscape has also become increasingly complex and uncertain, particularly in lightof the host of sanctions imposed by the U.S., the European Union, and the United Kingdom
on Russia and Russia-related parties following the outbreak of the armed conflicts in
Ukraine. In addition, protests, demonstrations or other civil disturbances (such as those whichcaused disruption to businesses and transportation in Hong Kong in 2019 and 2020) may
affect Hong Kong’s economy, which in turn may impact investor confidence. Weakening
investor confidence has resulted and could continue to result in significant declines in thenumber and size of transactions for which we provide underwriting and financial advisory
services. A significant portion of our investment banking revenue is derived from ourparticipation in high-value transactions, and any decline in the number of these transactions
because of unfavourable financial or economic conditions would adversely affect ourinvestment banking business.
Any adverse conditions in Asian financial markets, especially the capital markets in Hong
Kong may adversely affect the Group’s business. Since February 2018, the Hong Kong stock
market has experienced declines following multiple interest hikes by the U.S. Federal
Reserve, currency depreciations of emerging markets, escalated trade friction between the
U.S. and China and the outbreak of and ongoing COVID-19 pandemic. Geopolitical tensions
and falls in the equity capital markets could also contribute to companies postponing orcancelling their listings or other capital market transactions.
Market volatility and adverse financial or economic conditions may adversely affect oursales, trading and brokerage businesses. In particular, changing monetary policies by the
PBOC and the Hong Kong Monetary Authority and the subsequent effect on entity financing
costs and bond market yield rates could create further market volatility. Given the constant
exposure to credit risk, there is an increased risk of defaults by highly leveraged enterprises
and private enterprises or contagion effect caused by rising defaults in certain sectors such as
the China real estate industry. These conditions tend to reduce the value of our clients’portfolios, decrease investor confidence and reduce investing activities, making it moredifficult for us to retain existing clients and attract new clients. These conditions in turn may
adversely affect our brokerage revenue and may increase the risk of default in the marginloan financing we provide to our clients through our prime services business. Our FICC andequity derivatives and prime brokerage business may also be adversely affected by the
reduction in the value of our trading and investment positions, which in turn would adversely
affect our results of operations and financial condition and access to liquidity.

— 21 —

Under adverse financial or economic conditions, the value of our asset management
portfolios may be adversely affected, thereby reducing the fees that we earn from our asset
management business, and we may face an influx of client redemptions in our asset
management portfolios, which in turn could also adversely affect the fee revenue from ourasset management business. To the extent that clients do not withdraw their funds, they may
switch their funds to other investment products that generate less fee revenue for us.
During periods of adverse financial or economic conditions, our corporate finance, FICC andequity derivatives and prime brokerage business may be adversely affected by reduced
opportunities to exit and realise gains on our investments. We may also not be able to finddesirable investment targets to effectively deploy capital, which could adversely affect ourability to raise new funds.
1.2

Our businesses are highly regulated in Hong Kong and other jurisdictions in which we
operate our businesses and may be adversely affected by changes in the regulatoryenvironment and measures in Hong Kong or these other jurisdictions.
As a participant in the financial services industry, we are subject to extensive regulation andface the risk of significant intervention by regulatory authorities in the jurisdictions in which
we operate our businesses, including Hong Kong. The regulatory authorities limit the typesof products and services we may offer by imposing capital requirements, and restrict ourbusiness activities by specifying the types of securities in which we may invest. Relevant
regulatory authorities conduct inspections, examinations and inquiries on a regular basis inrespect of our compliance with relevant regulatory requirements.
In recent years, regulatory authorities have regularly promulgated new rules and guidance.
These new rules and guidance may directly affect our business strategies, competitivenessand prospects. Changes in the rules and regulations could impose more stringent requirements
or additional limitations on the business that we conduct, require us to modify our existing
business practices and lead to increased compliance costs or competition. Failure to adapt tothe changing regulatory environment and maintain our compliance and competitiveness could
have a material and adverse effect on our business, financial condition, operating results andprospects. The introduction and implementation of new rules, regulations or guidance, orchanges in the interpretation or enforcement of existing ones, may adversely affect ourbusiness, financial condition and results of operations. In addition, new laws or regulations
could be imposed on a selected category of financial institutions (either based on size,
activities, geography or other criteria), which may adversely affect our ability to competewith other institutions that are not similarly affected.
The Group’s business operations are primarily based in Hong Kong and are subject to many
applicable laws, regulations and codes of relevant regulatory authorities in Hong Kong. From
time to time, the Hong Kong regulatory regime for the financial services industry, including
but not limited to the SFO, Listing Rules and the Codes on Takeovers and Mergers and Share
Repurchases, has implemented changes in such rules and regulations, some of which haveresulted in additional costs to or restrictions on the Group’s business activities. If the Groupfails to comply with the applicable rules and regulations, it may become subject to enquiries
and/or investigations by the relevant regulatory bodies, which may result in fines and/or
restrictions on its business activities. If results of any investigations or enquiries are severe orproved to involve serious misconduct, the Group may become subject to penalties including— 22 —

censure, reprimand and fines. In extreme cases, it may be hampered or prevented fromconducting business in a normal manner and some or all of the Group’s operation licences
may become suspended or revoked. Where penalties are substantial or protracted litigation is
involved, the Group’s reputation and financial position may be jeopardised. In such cases,
there may be material and adverse impacts on its business, financial condition, results ofoperations and prospects.
In addition, the financial services industry in Hong Kong houses a large number ofparticipants and is highly competitive. The industry is a low-barrier entry industry as newparticipants are able to enter, provided that they have engaged professionals with theappropriate skills and have obtained the requisite licences and permits to engage in thevarious types of activities regulated under the SFO. The Group competes on the basis of anumber of factors, including price, products and services, innovation, transaction execution
capability, reputation, experience and knowledge of staff and employee compensation. Apartfrom the multinational financial institutions including commercial banks and investmentbanks with global networks and a local presence in Hong Kong, the Group faces further
competition from other financial services firms with similar target clients and offering asimilar range of products and services including investment banking, cross-border andstructured finance, equity derivatives, equity sales and trading, asset management and private
wealth management. Historically, competition in the traditional brokerage business has been
fierce. Over the past decade, online securities brokerage and financial information portals
have become prevalent, intensifying competition for online business revenues. In recent
years, as the brokerage market in Hong Kong has become more saturated, banks andbrokerage firms rolled out prolonged commission free concessions or extra-low fixedcommissions as incentives to attract customers, thus further intensifying the competition inthis sector. The Group expects that competition in securities brokerage will continue to beintense.
There can be no assurance that the Group can compete effectively against its current andfuture competitors, or that competitive forces in the market will not alter the industry
landscape such that the Group’s business objectives would become impractical and/or
impossible. Under those circumstances, the Group’s business and financial performance
would be adversely affected.
1.3

We may be subject to administrative or regulatory penalties, restrictions or disciplinary
actions resulting from any non-compliance with applicable regulatory requirements.
We operate in a highly regulated industry. Any failure to comply with the applicableregulatory requirements could result in fines, penalties or other disciplinary actions,
including, among other things, a downgrade of our regulatory rating and limitations or
prohibitions on our existing or future business activities, which may limit our ability to carryout pilot programmes and conduct new businesses and may harm our reputation. In
particular, we could be subject to administrative or regulatory penalties and restrictions orconditions on our business activities in Hong Kong or other jurisdictions, due to certain
instances of non-compliance in the ordinary course of business, including but not limited to:.

warnings;.

fines;— 23 —

.

forfeiture of illegal proceeds;.

revocation of licences;.

required closure of business;.

limitation on business activities;.

suspension of parts of our business activities;.

suspension of approval of new businesses; and.

required changes of directors, supervisors or senior management or limitation on theirrights.

We and our employees have in the past been found to be non-compliant with regulatory
requirements and may, from time to time, become the subject of investigations by regulatory
authorities overseeing our operation. Please see ‘‘Risk Management and Internal Control —Legal and Regulatory — Regulatory Review and Proceedings’’ for certain material incidents
of non-compliance of our Group. Material incidents of non-compliance may subject us topenalties or restrictions on our business activities, which could have a material adverse effecton our business, financial conditions or results of operations.
1.4

Our corporate finance and capital markets business is dependent on our ability toidentify, execute and complete projects successfully, which is subject to a number ofrisks, including market and regulatory risks.
As we derive a large portion of our corporate finance and capital markets revenue and otherincome from sponsor fees and underwriting commissions, our ability to complete the projects
we sponsor or underwrite in a timely manner and adverse economic and market conditions(which reduce investor confidence) may materially affect the level of income we derive fromour corporate finance and capital markets business.
Adverse economic conditions may lower investor confidence level, resulting in significant
industry-wide declines in the size and number of equity and debt securities offerings andM&A, which could result in a decrease in the Group’s revenue from the corporate financeand capital markets business and the Group’s profit margins. Adverse market conditions andcapital market volatility may also cause delays to, or termination of, securities offerings
underwritten or sponsored by the Group and M&A advised by the Group, which may
materially and adversely affect the Group’s revenue from the corporate finance and capital
markets business.
We are exposed to transaction-specific execution risks for each project we sponsor orunderwrite. We generally receive payment of sponsor fees and underwriting commissions
only after we successfully complete a transaction or our client decides to terminate a project.
If a project is not completed as scheduled or at all for any reason, including weak investor
interest or a failure to obtain regulatory approval, we may not receive payment for ourservices in a timely manner, or at all, which could materially and adversely affect our resultsof operations. Further, the Group may be exposed to litigation, reputational and other risks
from the securities offerings in which it participates, even after the completion of the— 24 —

offerings, if controversies, disputes and claims arise from the projects, including but notlimited to securities class actions, and regulatory investigations and sanctions about alleged
securities fraud and other causes of action.
The Group may also be exposed to investment risk on securities it underwrites on a firm
commitment basis and may suffer additional losses as a member of an underwriting syndicate
if an offering is not fully subscribed. The performance of the underwriting activities may
severely weaken during periods of inactive and unstable market conditions when the
securities underwritten by the Group members are undersubscribed and the relevant Group
members and other underwriters/sub-underwriters are required to take up unsubscribedsecurities. If we fail to sell the securities we underwrite, we would suffer reputational
damage, and would incur capital expenditure to purchase the underwritten securities and may
suffer losses on the value of these securities, thereby materially and adversely affecting our
results of operations and financial condition.
Companies that wish to list their securities in Hong Kong are required to have an investmentbank to act as sponsor for the transaction. When we act as a sponsor, we are required to fulfil
certain due diligence and disclosure requirements in connection with each project that wesponsor. Any failure to satisfy the applicable requirements could subject us to fines and otheradministrative or regulatory penalties including suspension of our licences, which could
materially and adversely affect our business, reputation, results of operations and financial
condition. In recent years, the SFC has exercised heightened scrutiny on sponsor activities inconnection with Hong Kong IPOs and levied hefty fines and imposed penalties on sponsors
that breached the relevant laws, regulations and rules of conduct. The increasingly stringent
regulatory environment has increased liabilities for IPO sponsors. It is expected that there
could be even more stringent regulatory requirements in the future. Failure to satisfy theserequirements could subject the Group to fines and other administrative or regulatory
penalties, such as suspension of its licences, or even criminal liability, which may materiallyand adversely affect the Group’s business, financial condition, results of operations andprospects.
1.5

Our business, results of operations or financial condition could be materially andadversely affected by a reduction in brokerage commission rates or trading activities by
our clients, or by our failure to grow our brokerage client base.
Revenue from our securities brokerage business is primarily derived from the commissions
we charge our clients for their trading activities. Accordingly, revenue from our securities
brokerage business depends significantly on the number and size of trades that we executefor our clients, which in turn is influenced by market conditions in Hong Kong and theplaces our clients operate. In a market downturn, investors, including our clients, may reduce
their trading activities, which could adversely affect the commissions we derive from our
securities brokerage business.

— 25 —

As of 31 December 2022, we had five branches in Hong Kong. However, there is no
assurance that we will be successful in expanding our branch network due to regulatory
limitations and other unforeseeable reasons. For example, we may not be able to obtainapprovals for our applications to open new branches. In addition, we plan to expand our
securities brokerage business by focusing on wealth management and broadening our productoffering with more high-value-added products and services. We cannot assure you that thisstrategy will be successful.
In addition, our securities brokerage business could also be adversely affected by a reductionin our brokerage commissions as a result of increased competition in the brokerage industry
or the availability of alternative trading systems. Our retail customers can open accounts withmultiple securities firms, which may divert client transactions to other firms. If we are unable
to address the needs of our customers by maintaining high-quality customer service,continuing product innovation or providing value-added services, or if we otherwise fail tomeet our customers’ demands or expectations, we may lose our existing customers to ourcompetitors or fail to attract new customers. Accordingly, we cannot assure you that ourrevenue derived from the securities brokerage business can be sustained.
1.6

The Group’s failure to identify and disclose the risks inherent in the financial products
it issues or distributes may have an adverse effect on the Group’s reputation, client
relationships, business, financial results and prospects.
In addition to the Group’s own financial products, the Group distributes financial products
developed by third-party financial institutions. These financial products, such as trust
schemes and structured products, may have complex structures and involve various risks,
including credit, interest, liquidity and other risks. The Group’s risk management policies andprocedures may not be fully effective in identifying the risks inherent in these financial
products, and the Group’s sales employees may fail to fully disclose such risks to the Group’s
customers. These factors may cause the Group’s clients to suffer significant losses as a resultof their investment in financial products that are too risky for their risk tolerance andinvestment preferences. This may subject the Group to regulatory actions including censuresand financial penalties, client complaints or civil suits, which in turn could harm the Group’s
reputation, client relationships, business and prospects.

1.7

Our FICC and equity derivatives and prime brokerage businesses may incur substantial
losses due to market volatility and fluctuations.
We trade and invest in various types of asset classes and instruments, including equity and
fixed income securities, equity-linked, fund-linked and credit-linked securities, interest rate,currencies, commodities, as well as derivatives. Our investment and trading positions in suchbusinesses are subject to market volatility and fluctuation. Losses from such positions may
impact the results of our FICC and equity derivatives and prime brokerage businesses. In
addition, we engage in derivatives transactions, including but not limited to stock options,treasury futures and stock index futures. We generally use derivative and other instruments tohedge against various risks. Such instruments may not be fully effective in mitigating risk
under all market conditions or against all types of risk, which may result in losses.

— 26 —

The performance of our trading businesses relies on our investment judgements and decisions
which are, in turn, based on our assessment of current and future market conditions. If ourdecision-making process fails to effectively minimise losses while capturing gains, or our
forecasts do not conform to actual changes in market conditions, our trading businesses may
not achieve anticipated investment returns and may even suffer material losses.
In addition, the values of certain classes of our assets, such as our available-for-sale financial
assets, are marked to market. A decline in the value of our available-for-sale financial assets
can result in the recognition of impairment losses if management determines that such decline
in value is not temporary. This impairment recognition is based on evaluation of several
factors and involves significant judgement. If we recognise impairment losses, our financial
condition and operating results will be adversely affected.
1.8

Our asset management revenue and earnings could decline if the investments we manage
perform poorly, our clients withdraw assets we manage on short notice, or if we loseclients.
We charge asset management fees based on the size and the performance of the assets under
our management. The investment performance of the assets we manage affects the quantity
and type of our assets under management, and is one of the most important factors inretaining clients and competing for new asset management business. Market volatility andlimitations in investment options and hedging strategies could limit our ability to provide
stable returns for our clients and cause us to lose clients. Poor investment performance could
adversely affect our revenue and growth because:.

existing clients may withdraw funds from our asset management business in favour ofbetter performing products provided by our competitors, resulting in a decline in ourmanagement fees;.

clients may request that we lower the fees for our asset management services, given theintense competition in the asset management industry;.

existing clients may choose not to participate in the new products or services offered or
to be offered by our asset management business;.

our incentive fees, which are based on a percentage of investment returns, may decline;
and.

other securities or asset management firms with which we have strategic alliances may
terminate these relationships with us, and future strategic alliances may be unavailable.

We may not be able to keep or increase the size of assets under our management due toincreased competition from insurance companies, trust companies, banks and othercompetitors, which would adversely affect our results of operations and financial condition.

— 27 —

1.9

We may fail to realise any profits for our asset management clients if the assets wemanage are high-risk, illiquid securities for a considerable period of time or lose someor all of the capital invested.
As part of our asset management business, we may hold investments in securities that are notpublicly traded. Our ability to dispose of these types of investments is heavily dependent on
the equity capital markets. For example, the ability to realise any value from our investment
in a portfolio company depends on the portfolio company’s success at executing an IPO,
which provides an exit opportunity for our investment. Even if the securities held by us are
publicly traded, large holdings of securities can often be disposed of only after a substantial
lock-up period, exposing our investment returns to market risks during the intended
disposition period. As a result of these factors, under certain conditions, we may be forced toeither sell securities at undesirable prices or defer sales, potentially for a considerable periodof time. We have made and expect to continue to make significant capital investments in ourcurrent and future asset management business. Contributing capital to these asset
management products is risky, and we may lose some or all of the nominal amount of ourinvestments.

1.10 Our business is subject to concentration risks due to significant holdings of financial
assets or significant commitments of capital.
In the course of our business, we often commit substantial amounts of capital to certain typesof businesses or asset classes, including in our investment banking, equity and fixed income
sales and trading, private equity, FICC principal investments, structured finance business andmargin financing businesses. These commitments of capital expose us to concentration risks,
including market risk, in the case of our holdings of concentrated or illiquid positions in aparticular asset class as part of our equity and fixed income sales and trading and private
equity activities, and credit risk, in the case of our structured finance business and margin
financing business. Any decline in the value of these assets may reduce our revenues or
result in losses, and our financial condition and results of operations may be adversely
affected.
1.11 We face increasing risks as new business initiatives lead us to offer new products andservices, transact with a broader array of clients and counterparties, and expose us to
new asset classes and new markets.
As we continually expand our business and adjust our business strategies in the changing
market environment, our new business initiatives often lead us to offer new products andservices and transact with individuals and entities that are not within our traditional clientand counterparty base, exposing us to risks related to new asset classes and new markets.
These activities expose us to new and enhanced risks, including reputational concerns arisingfrom dealing with less sophisticated counterparties and investors, greater regulatory scrutiny,
and increased credit-related, sovereign, operational and market risks, which could adversely
affect our business and results of operations. For example, we may suffer losses on the stockindex futures contracts we enter into if stock prices move unfavourably.

— 28 —

1.12 Our business is increasingly subject to the risks associated with international expansion.
We have expanded our operations beyond Hong Kong and we plan to continue to expand ouroverseas operations. For example, with the acquisition of CLSA in 2013, we have expanded
our business network to cover more developed regions such as the United States, United
Kingdom, Australia, Europe, and certain Asian markets. We may not be able to attract asufficient number of clients in these markets due to our limited presence in these markets.
Furthermore, we may fail to anticipate competitive conditions in new markets that are
different from those in our existing markets. These competitive conditions may make it
difficult or impossible for us to effectively operate in these markets. In addition, ourexpansion into new markets may increasingly subject us to the risks inherent in conducting
business internationally, including but not limited to:.

economic instability and recessions;.

approval or licensing requirements;.

obligations to comply with foreign laws and other regulatory requirements;.

potential adverse tax consequences;.

political instability;.

changes in tariffs;.

difficulties in administering foreign operations generally;.

limited protection for intellectual property rights;.

increased risk of exposure to terrorist activities;.

foreign exchange losses;.

inability to effectively enforce contractual or legal rights; and.

difficulties in recruiting and retaining qualified personnel.

In particular, despite our efforts to comply with all applicable regulations of all thejurisdictions in which we operate, we may from time to time fail to comply with theregulations of certain jurisdictions. Overseas regulators may bring administrative or judicial
proceedings against us or our employees, representatives, agents and third party service
providers. If we are unable to manage the risks resulting from our expansion outside Hong
Kong, our business, reputation, financial condition and results of operations may be adversely
affected.

— 29 —

1.13 We may pursue acquisitions or joint ventures that could present unforeseen integration
obstacles or costs and may not enhance our business as we expect.
We have in the past pursued joint ventures and other transactions aimed at expanding thescope and scale of our operations geographically and otherwise. Acquisitions and joint
ventures involve a number of risks and present financial, managerial and operational
challenges, including potential disruption of our ongoing business and distraction ofmanagement’s attention, difficulty with integrating personnel and financial and othersystems, hiring additional, or retaining existing, management and other critical personnel andincreasing the scope, geographic diversity and complexity of our operations.
We may not be able to realise any anticipated benefits or achieve the synergies we expectfrom these acquisitions or joint ventures; our clients may react unfavourably to ouracquisition and joint venture strategy; and we may be exposed to loss of key personnel ormanagement or additional liabilities of any acquired business or joint venture. Any of these
could materially and adversely affect our revenue and results of operations.
1.14 We are exposed to risks associated with divestments or reorganisation of our
subsidiaries, businesses, assets or investments.
We are exposed to risks associated with divestments of our subsidiaries, businesses, assets orinvestments. We may divest subsidiaries, businesses, assets or investments that represent asignificant portion of our business. These types of divestments may significantly reduce ourtotal revenue and other income from the relevant business segments. These divestments may
also subject us to numerous risks including unanticipated costs, diversion of management’s
attention and potential adverse effects on our existing business relationships with clients,
which could have a material adverse effect on our business, financial condition and results ofoperations. In addition, we cannot assure you that we will be able to divest our subsidiaries,
businesses, assets or investments at an advantageous price or at all. Our failure to realise theanticipated value of our subsidiaries, businesses, assets or investments could adversely affectour business, financial condition and results of operations.
1.15 Our operations may be adversely affected if we fail to obtain or maintain necessary
approvals, licences or permits for conducting a particular business or offering specificproducts.
We operate in the highly regulated financial industry, where many aspects of our business
depend upon obtaining and maintaining the necessary approvals, licences or permits fromgovernment authorities, such as SFC. We are required to comply with the relevant regulatory
requirements prescribed by regulatory authorities when applying for approvals, licences or
permits for conducting new businesses or offering new products. If we cannot comply withthe regulatory requirements of the various markets in which we operate, we may not be able
to obtain or maintain the necessary approvals, licences or permits from the relevant
regulatory authorities, which may adversely affect our growth prospects, business, financial
condition or results of operations.

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1.16 The use of the ‘‘CITIC’’ or ‘‘CLSA’’ brand name by other members of CITIC Groupmay expose us to reputational risks if these entities take actions that damage the‘‘CITIC’’ or ‘‘CLSA’’ brand name.
The Guarantor is wholly-owned by CITIC Securities, and CITIC Limited, a shareholder of
CITIC Securities, is a majority-owned subsidiary of CITIC Group Corporation, one ofChina’s largest conglomerates. CITIC Limited has significant interests in various industry
sectors, including commercial banking, securities, insurance, investment and other financial
services, as well as resources and energy, manufacturing, real estate and infrastructure, andengineering contracting. As the ‘‘CITIC’’ brand name is also used by other members of
CITIC Group, if any of these entities takes any action that damages the ‘‘CITIC’’ brand
name, or any negative publicity is associated with any of these entities, our reputation,business, growth prospects, financial condition and results of operations may be adversely
affected.
1.17 Any negative publicity associated with ‘‘CITIC’’ or ‘‘CLSA’’ or any of its officers or
employees or the occurrence of any of the risks set out in this section may result in aloss of clients. As a majority shareholder of the Guarantor, such negative publicity may
by association create a material adverse effect on the Group’s reputation, business,financial condition, results of operations and prospects. Our businesses may be
adversely affected if we are unable to retain and hire qualified employees.
Customer trust and integrity are of paramount importance in the industry in which the Group
operates. Negative market perceptions and negative publicity associated with the Group,
which at times could be entirely outside its control, may render the Group vulnerable andresult in loss of clients. In addition, considering that the Group’s business operations depend
to a large extent on its officers and employees, the actions, misconduct, omissions, failures orbreaches of any of such officers or employees, their subsidiaries and/or service providers
may, by association, create negative publicity on the Group. Accordingly, any
mismanagement, fraud or failure to discharge legal, contractual, regulatory or fiduciary
duties, responsibilities, liabilities or obligations, or the negative perception resulting fromsuch activities or any allegation of such activities, could have a material adverse effect on theGroup’s business, financial condition, results of operations and prospects.
Our performance is largely dependent on the talents and efforts of highly skilled individual
employees, and also the sound trading, product and strategy development, risk control,
regulatory, compliance, business development and investment expertise of the Group’s senior
management and other key employees. As a result, our continued ability to effectively
compete in our industry, manage our businesses and expand into new businesses areas andgeographic regions depends on our ability to retain and motivate our existing employees andattract new talented and diverse employees. Factors that affect our ability to retain and attractsuch employees include our compensation and benefits, and our reputation as a successful
business with a culture of fairly hiring, training and promoting qualified employees. Therecan be no assurance that the Group will be able to attract and retain qualified personnel orthat the Group’s senior management or other key personnel will not retire or otherwise leave
the Group at any time.

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Competition from within and outside the financial services industry for qualified employees
has often been intense. This is particularly the case in new markets that we enter into, where
we often compete for qualified employees with entities that have a significantly greater
presence or more extensive experience in the region. If we are unable to retain our existing
employees or attract new employees, our business, financial condition and results ofoperations may be adversely affected.
1.18 A failure in our operational and IT systems could disrupt our businesses, result in theleakage of confidential information, damage our reputation and cause losses.
Our businesses are highly dependent on our ability to process, on a daily basis, a large
number of transactions, some of which are highly complex and time sensitive. Consequently,
we rely heavily on our financial, accounting, data processing and other operational systems
and facilities. If any of these systems fails to operate properly or becomes compromised, ourability to process the transactions will be adversely affected. The inability of our systems toaccommodate an increasing volume of transactions could also constrain our ability to expand
our businesses. Although we have invested significant resources into upgrading our systems
to reduce the risk of potential failure in our systems and expect to continue to do so, we
cannot assure you that such upgrades will be effective in preventing future system failures orthat the revenue generated from such upgrades will yield an adequate return on ourinvestment.
Our operations rely on the secure processing, storage and transmission of confidential andother information in our computer systems and networks and may be vulnerable tounauthorised access, computer viruses or other malwares and other events that have an
adverse effect on security. If one or more of such events occur, this potentially could
jeopardise confidential information processed and stored in and transmitted through our
computer systems and networks, or otherwise cause interruptions or malfunctions in ouroperations, which could result in reputational damage, litigation and/or financial losses.
We routinely transmit and receive personal, confidential and proprietary information throughthe Internet, by email and other electronic means and may not be able to ensure that ourclients, vendors, service providers, counterparties and other third parties have appropriate
controls in place to protect the confidentiality of the information. The interception or
mishandling of personal, confidential or proprietary information, or such information being
sent to or received from these third parties, could result in legal liability, regulatory action
and reputational harm, and our efforts to ensure that these third parties have appropriate
controls in place may not be successful.
1.19 We may fail to detect or deter employee misconduct which could harm our reputation
and business.
Employee misconduct could result in violations of law by us, regulatory penalties andmaterial reputational or financial harm. Employee misconduct could include binding us to atransaction that exceeds authorised limits, hiding unauthorised or unsuccessful activities
resulting in unknown and unmanaged risks or losses, improperly using or disclosing
confidential information, recommending transactions that are not suitable for us, engaging in
fraudulent or otherwise improper activity including insider trading, engaging in unauthorised
or excessive trading to the detriment of us or our customers, or otherwise not complying with— 32 —

laws or our internal control procedures. We have in place policies and measures to identify
risks associated with employee misconducts. However, we cannot assure you that future
incidents of employee misconduct will not subject us to serious penalties or restrictions on
our business activities. It is not always possible to deter all employee misconduct, and theprecautions we take to prevent and to detect such activity may not be effective in all cases.
Employee misconduct may also expose us to negative publicity, reputational damage or
litigation losses, which may have a material adverse effect on our business, financial
condition and results of operations.
1.20 Our businesses and prospects may be materially and adversely affected if we fail tomaintain our risk management and internal control systems or these systems prove to beineffective or inadequate.
We have established risk management and internal control systems and procedures consistingof relevant organisational frameworks, policies, procedures and risk management methods inorder to manage our risk exposure, primarily including credit risk, market risk, operationalrisk, liquidity risk, capital risk, strategic risk, model risk, legal risk and compliance risk, IT
risk and reputational risk (see ‘‘Description of the Group — Risk Management and Internal
Control’’). The Group seeks to continue to improve such risk management and internal
control systems from time to time. However, the Group’s risk management and internal
control systems may not be fully effective in mitigating its risk exposure in all market
environments or against all types of risks, including risks that are unidentified orunanticipated. The Group’s risk management capabilities are limited by the information, tools
or technologies available to it. For example, some of the Group’s risk management methods
are based upon its use of historical market data and management’s judgment. As a result,these methods may not predict future risk exposure, which could be significantly greater thanthe exposure that historical measures indicate. If the Group fails to promptly adapt andimprove its risk management and internal control systems in response to the development of
its business and products, the expansion of its branch network and the changes to regulatory
requirements, our business operations and prospects could be materially and adversely
affected.
It requires constant monitoring, maintenance and continual improvements by our senior
management and staff to promptly adapt and improve our risk management and internal
control systems in response to the development of our business and product. The Group
cannot provide any assurance that its employees will be able to consistently comply with orcorrectly apply these policies and procedures. Deficiencies in our risk management andinternal control systems and procedures may adversely affect our ability to record, process,summarise and report financial and other data in an accurate and timely manner, as well as
adversely impact our ability to identify any reporting errors and non-compliance with rules
and regulations.
Our internal control system may contain inherent limitations caused by misjudgement or
fault. As a result, there is no assurance that our risk management and internal control systems
are adequate or effective notwithstanding our efforts, and our failure to address any internal
control matters and other deficiencies may result in investigations and disciplinary actions
against us, or even prosecution being initiated against us or our employees, disruption to ourrisk management system, and material and adverse effects on our financial condition andresults of operations.

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1.21 The Group’s businesses are subject to the credit risks of its clients and the robustness of
its credit risk controls.
The Group offers flexible and variable financing options to clients, including margin
financing. Margin financing is particularly vulnerable to price volatility and the liquidity of
those securities which are charged as security for the relevant margin loans. In a volatile
market, if stock price declines, the client may be required to deposit additional cash or othersecurities to the collateral portfolio to reduce the credit risk exposure or increase thecollateral value. Where a client is unable to meet his margin call, the Group is entitled to sell
the relevant charged securities and use the sale proceeds toward repayment of the marginloans. As proceeds from forced selling of charged securities may not result in sufficient
proceeds to cover the amount of margin loan outstanding, failure of a client to make up forsuch a shortfall could adversely affect the Group’s businesses and financial performance. In
respect of the other financing services, there may also be adverse impact on the Group’sbusinesses and financial performance if any borrower fails to repay the amount owed to theGroup. Clients of securities transactions are required to settle their transactions before theprescribed period of time. If a client fails to do so, the Group will be required to use its own
funds to cover the shortfall. If the Group has insufficient funds to do so, its SFC licences
may be suspended. All futures exchanges and leveraged foreign exchanges prescribe theminimum margin deposit for opening of each futures and option contract. Clients of theGroup are required to maintain the minimum margin deposit with the Group from time totime as determined by such futures exchanges. When a client is unable to meet a margin call,the Group may close out the futures and/or option contract. In the event that the client’s
margin deposit with the Group is unable to cover the loss arising from closing out of the
futures and/or option contract, the Group would be exposed to the risk of being unable torecover such shortfall, particularly in times of a volatile market.
1.22 Misuse of, or failure to properly control and/or protect customers’ personal or financial
information could subject the Group to regulatory action or civil claims.
The Group is subject to the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong,which regulates ‘‘data users’’ such as finance institutions that use databases of personal
information for their businesses and protects the privacy of individuals in relation to personal
data. We are also subject to personal data protection laws and regulations in otherjurisdictions that we have operations in. The Group acquires a large amount of personal andfinancial information relating to its customers. In addition, certain third-party vendors
provide services to the Group using personal and financial information of the Group’s
customers that the Group provides to them. In particular, as the Group relies on third party
encryption and authentication technology to transmit confidential information over public
networks, the security of such confidential information may become jeopardised. Improperuse or disclosure of, or a failure to protect or properly control, such information could resultin violations of the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong and otherapplicable laws, harming the Group’s reputation and business. In the event that the Group isunable to meet its obligations under applicable data protection laws, it may be subject toregulatory action or civil claims. The cost of regulatory or legal action, and any monetary
and/or reputational damage suffered as a result of such action, could have a material adverse
effect on the Group’s financial conditions and results of operations.

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1.23 The Group’s business is vulnerable to the operational failure of third parties.
The Group faces the risk of operational failure or termination of any of the exchanges,
depositaries, clearing agents or other financial intermediaries it uses to facilitate its securities
transactions. Any future operational failure or termination of the key third party services that
the Group uses could adversely affect its ability to execute transactions, service its customers
and manage its exposure to various risks.
In addition, as the Group’s interconnectivity with its customers grows, its business also relies
heavily on its customers’ use of their own systems, such as personal computers, mobile
devices and the Internet, and the Group will increasingly face the risk of operational failure
in connection with its customers’ systems.
1.24 Substantial legal liability or significant regulatory action against us could materially andadversely affect our results of operations and financial condition, or cause us significant
reputational harm and seriously harm our business prospects.
We face significant legal risks in our business, and the volume and amount of claims inlitigation and regulatory proceedings against financial institutions are high. These risks
include potential liabilities under securities or other laws for materially false or misleadingstatements made in connection with securities or other transactions, potential liabilities forthe advice provided to clients in corporate transactions and possible disputes over the terms
and conditions of complex trading arrangements. We may also be subject to claims foralleged negligent misconduct, breach of fiduciary duty or breach of contract. These risks may
often be difficult to assess or quantify, and their existence and magnitude often remain
unknown for substantial periods of time. We may incur significant legal expenses in
defending against litigation proceedings or cooperating with the relevant authorities inregulatory investigations. Substantial legal liability or significant regulatory action against us
could materially and adversely affect our business, financial condition and results ofoperations or cause us significant reputational harm and seriously harm our businessprospects.
The Group offers a number of financial products directly to retail and institutional investors(including through distributors) and to private investors through intermediaries. If theseinvestors suffer losses on such financial products, they or their advisers may seek
compensation from the Group on the basis of allegations that the financial products were
mis-sold or that the prospectuses, offering circulars or other marketing materials contained
misleading information or failed to disclose material information, the omission of which
rendered the content therein misleading or that misleading marketing materials were provided
to or supplied by intermediaries. Despite the policies enacted by the Group to guide
employees on the appropriate selling procedures, it is possible that the Group has negligent
and/or fraudulent employees who do not comply with such policies. A potential legal action
undertaken by investors for mis-selling may be successful and this could in turn adversely
affect the business, financial condition, results of operations and prospects of the Group. Anyclaim for mis-selling may also result in a regulatory investigation and censure and may
damage the reputation of the Group.

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1.25 We may not be able to fully identify money laundering activities or other illegal or
improper activities or on a timely basis, which could expose us to additional liability andadversely affect our business.
We are required to comply with applicable anti-money laundering, counter-terrorism
financing laws and other regulations in Hong Kong and other jurisdictions in which we
operate. These laws and regulations require us, among other things, to adopt and enforce‘‘know your customer’’ policies and procedures and to report suspicious transactions to theapplicable regulatory authorities in different jurisdictions. While we have adopted policies
and procedures aimed at detecting and preventing the use of our networks for moneylaundering activities or by terrorists and terrorist-related organisations and individuals, thesepolicies and procedures may not completely identify all instances where such parties attempt
to use (or succeed in using) our networks to engage in money laundering and other illegal or
improper activities due to, in part, the short history of these policies and procedures. To theextent that we may fail to fully comply with applicable laws and regulations, the relevant
government agencies to which we report have the power and authority to impose fines andother penalties on us, which may adversely affect our business, financial condition andresults of operations.
1.26 Our liquidity, financial results and businesses may be adversely affected by an inability
to access the equity and debt capital markets or to sell assets.
Liquidity is essential to our businesses, particularly those businesses that involve investing,lending and market-making. Our liquidity may be impaired by an inability to access theshort-term and long-term debt and equity markets, an inability to sell assets at market prices
or at all, or unforeseen outflows of cash or collateral. These situations may arise due tocircumstances that we may be unable to control, such as a general market disruption or an
operational problem that affects our counterparties or us, or even by the perception amongmarket participants that we, or other market participants, are experiencing greater liquidity
risk. Furthermore, our ability to sell assets may be impaired if other market participants areseeking to sell similar assets at the same time, as is likely to occur in a liquidity stress orother market crisis. If our available funding is limited or we are forced to fund our operations
at a higher cost, these conditions may require us to curtail our business activities and may
increase our cost of funding, both of which could reduce our profitability and negatively
affect our financial position and results of operations.
1.27 Limitations on access to liquidity and capital resources and failure to meet certain
statutory liquidity requirements could adversely affect the Group’s reputation,
operations and performance.
The Group may need additional funding in order to respond to unanticipated opportunities,
including opportunities to support its expansion, development of new or enhanced services
and products, acquisition of complementary business or technologies. The Group may raise
additional funding through public or private financing, strategic alliance or otherarrangements. There can be no assurance that such additional funding, if required, will beavailable on terms favourable to the Group, or at all. Furthermore, any additional equity
financing may dilute the shareholding interest of the shareholders of the Group. On the other
hand, debt financing, if available, may involve restrictive covenants. The Group’s ability toaccess debt funding sources on acceptable commercial terms over the longer-term is— 36 —

dependent on a variety of factors, including a number of factors outside of its control, suchas general market conditions and confidence in the global finance system. In recent years,
global credit markets have tightened significantly with the failure or the nationalisation of anumber of large financial institutions in Europe, the United States and other countries.
Financial institutions are generally more cautious in lending funds to companies, and as aresult, companies may face increased financing costs as they may only be able to procure
funds from financial institutions with increased interest rates applied to their funds. If theGroup’s available funding is limited or it is forced to fund its operations at a higher cost,these conditions may require the Group to curtail its business activities and increase its costof funding, both of which could reduce its profitability.
A number of the Group’s activities are also subject to various statutory liquidity requirements
as prescribed by the SFC in accordance with the SFO. Any failure to meet the Group’s
capital requirements may cause the SFC to take disciplinary actions against the Group, which
may adversely affect its operations and performance. On an operational level, the Group may
be hindered from developing or maintaining its services, taking advantage of opportunities or
responding to competitive pressure, any of which could have a material adverse effect on its
business, financial condition, results of operations and prospects.
1.28 We may not be able to successfully manage our risks through the use of derivatives, andderivative transactions could expose us to unexpected risks and potential losses.
We engage in derivatives transactions, including interest rate swaps, to hedge the interest rate
exposure that arises from our asset and liability positions. We also use derivative instruments,
such as stock index futures, to reduce the impact of price volatility of our investment
portfolios. We may not be able to successfully use available derivative instruments to reduce
our exposure to fluctuations in interest rates and foreign exchange rates, and the derivatives
we utilise as hedges may not be completely effective.
We also engage in derivative transactions as part of our equity and fixed income sales andtrading activities. Derivative contracts we enter into expose us to the risks associated withthese instruments and their underlying assets, which could result in substantial unexpected
losses. Derivative transactions also expose us to the credit risk of transaction counterparties.
In addition, the secondary market for derivatives is volatile and we may be inexperienced indealing with new products or making appropriate judgements in trading derivative products.
We also engage in derivative transactions that require us to deliver to the counterparty theunderlying security or other obligation in order to receive payment. In a number of cases, we
do not hold the underlying security or other obligation and may have difficulty in obtaining,or be unable to obtain, the underlying security or other obligation through the physicalsettlement of other transactions. As a result, we are subject to the risk that we may not beable to obtain the security or other obligation within the required contractual time frame fordelivery. This could cause us to forfeit the payments due to us under these contracts or result
in settlement delays with the attendant credit and operational risk as well as increased costs
to us. In addition, derivative contracts and other transactions entered into with third parties
are not always confirmed by the counterparties on a timely basis. While the transaction
remains unconfirmed, we are subject to heightened credit and operational risk and in theevent of a default may find it more difficult to enforce the contract.

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1.29 Interest rate fluctuations may adversely affect the Group’s businesses.
The Group’s business performance is affected by fluctuations in interest rates which could
adversely affect financial market conditions. For example, a decrease in interest rates,
although reducing the Group’s costs of capital, may also limit the Group’s interest income
from its margin loan and financing and securities lending businesses, thus adversely affecting
the Group’s business and its financial results. Interest rates volatility may also affect stock
market performance and general market sentiment, which may indirectly and adversely
impact the Group’s business performance.
1.30 Our clients and counterparties may be unable to perform their obligations to us as aresult of deterioration in their credit quality or defaults.
We enter into swap and other derivative contracts under which counterparties haveobligations to make payments to us. We also extend credit to clients through margin
financing and other arrangements that are secured by physical or financial collateral, thevalue of which may at times be insufficient to fully cover the loan repayment amount. As aresult, we are exposed to the risks that third parties may default on their obligations to us
because of bankruptcy, lack of liquidity, operational failures or other reasons. Failure of asignificant market participant, or even concerns about a default by such an institution, could
lead to significant liquidity problems, losses or defaults by other institutions, which in turn
could adversely affect us. We are also subject to the risk that our rights against third parties
may not be enforceable in all circumstances. While in many cases we are permitted to require
additional collateral from counterparties that experience financial difficulties, disputes may
arise as to the amount of collateral we are entitled to receive and the value of charged assets.
The termination of contracts and the foreclosure on collateral may subject us to claims for the
improper exercise of our rights. Default rates, downgrades and disputes with counterparties as
to the valuation of collateral increase significantly in times of market stress and illiquidity.
Although we regularly review our credit exposure to specific clients and counterparties and to
specific industries that we believe may present credit concerns, default risks may arise fromevents or circumstances that are difficult to detect or foresee, such as fraud. We may also failto receive full information with respect to the trading risks of counterparties.
1.31 Conflicts of interest are increasing and our failure to appropriately identify and address
conflicts of interest could adversely affect our businesses.
As we expand the scope of our businesses and our client base, it is increasingly important for
us to address various potential conflicts of interest. These conflicts include situations where
our services to a particular client or our own investments or other areas conflict, or are
perceived to conflict, with the interests of another client, as well as situations where one ormore of our businesses have access to material non-public information that may not be sharedwith other businesses within the firm. They also include situations where we may be acounterparty of an entity with which we also have an advisory or other relationship.
We have extensive procedures and controls that are designed to identify and address conflictsof interest, including those designed to prevent the improper sharing of information among
our businesses. However, appropriately identifying and dealing with conflicts of interest iscomplex and difficult, and our reputation, which is one of our most important assets, could— 38 —

be damaged and the willingness of clients to enter into transactions with us may be affected
if we fail, or appear to fail, to identify, disclose and deal appropriately with conflicts ofinterest. In addition, potential or perceived conflicts could give rise to litigation or regulatory
enforcement actions.
1.32 We may incur losses as a result of unforeseen or catastrophic events, including theongoing COVID-19 pandemic, terrorist attacks or natural disasters.
The occurrence of major natural disasters, serious health pandemics or outbreaks ofcontagious diseases, wars or terrorist attacks may severely disrupt our business, andmaterially and adversely affect our financial condition and results of operations. The
occurrence of these or any other unforeseen or catastrophic events could create economic andfinancial disruptions or lead to operational difficulties (including travel limitations) that could
impair our ability to manage our businesses and expose our business activities to significant
losses.
The COVID-19 outbreak, which was first discovered in Wuhan, PRC in 1999 and has since
spread to other parts of the world including Hong Kong, was declared a pandemic by theWorld Health Organisation on 20 March 2020. Many cities in China have imposed
restrictions on travel and movement of people in an effort to curb the spread of COVID-19,
and the pandemic also caused a delay in the resumption of business in Asia and otherregions. The COVID-19 outbreak has since spread to countries globally, including thediscovery of new variant strains such as ‘‘Delta’’ and ‘‘Omicron’’ which has caused a huge
disruption in public health efforts to stop the virus from spreading, including vaccination
drives. Public health authorities around the world are also intensifying containment efforts,
leading to a severe drop in business activities and curtailing global travel and trade. Despite
the reduction of transmission and scale of COVID-19 globally and the gradual resumption of
global economic activities, COVID-19 may continue to create further negative economic
impact on the PRC and Hong Kong markets and result in increased volatility in global
markets. It is uncertain when the virus will be eradicated and when the world will fully
resume normal trading and business conditions. Any adverse changes in the national andregional economies and the international financial markets may materially and adversely
affect our business, financial condition and results of operations.
1.33 The financial services industry is highly competitive. Competitive pressure could
adversely affect our businesses and prospects.
Our businesses operate in intensely competitive markets, in particular in the securities
markets of Hong Kong. We compete in a number of aspects, including price, products andservices, innovation, transaction execution capability, reputation, experience and knowledgeof our staff, employee compensation and geographic scope.
We compete principally with other large investment banks and securities firms in HongKong. We also face increasing competition from smaller investment banks and securities
firms, especially in our investment banking and brokerage businesses. In addition, we
compete with commercial banks, insurance companies, fund management companies andprivate equity funds in particular areas, such as equity and fixed income sales and trading
and asset management businesses and any new business areas that they may enter in the
future.

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We also face increasing competition from international institutions as we have expanded ourbusiness internationally. Many of the financial institutions that we compete with are larger interms of asset size and customer base and have greater financial resources, more specialised
capabilities or more extensive distribution capabilities. Some of the international financial
institutions that we compete with have been expanding their operations, either setting up theirown entities or partnering with existing financial institutions. We also face increasing
competition in overseas financial markets due to the expansion of our international
operations.
We also compete for clients, professionals and other skilled employees in every aspect of ourbusinesses. If we are unable to compete successfully in any of our principal lines of business,
our financial condition and results of operations would be materially and adversely affected.
1.34 We may continue to experience pricing pressures as some of our competitors seek toincrease market share by reducing prices.
We have experienced intense price competition in some of our businesses in recent years.
There has been considerable pressure on commissions, especially brokerage commissions.
The growing trend to execute trades electronically, through the Internet and through otheralternative trading systems, has increased the pressure on brokerage commissions. There isalso a trend in certain markets (in particular the United States) to make stock trading free,
and if such business practice becomes common in China, Hong Kong and other regions inwhich we operate, our business could be significantly affected. In addition, underwriting fees,
financial advisory fees, as well as asset management fees, have also been subject to pricing
pressure. We believe that we will continue to experience competitive pressures in these andother areas as some of our competitors seek to obtain market share by reducing prices.
2.

RISKS RELATING TO CONDUCTING BUSINESS IN HONG KONG
2.1

The Group is affected by political and economic risks in Hong Kong.
The results of operations and financial condition of the Group may be influenced by thepolitical situation in Hong Kong and by the general state of the Hong Kong economy. On 1
July 1997, sovereignty over Hong Kong was transferred from the United Kingdom to the
PRC, and Hong Kong became a Special Administrative Region of the PRC. As provided in
the Sino-British Joint Declaration on the Question of Hong Kong and the Basic Law of Hong
Kong, Hong Kong has a high degree of autonomy except in foreign and defence affairs.
Under the Basic Law, Hong Kong has its own legislative, legal and judicial systems and fulleconomic autonomy for 50 years. Nevertheless, there can be no assurance that such policies
will not be significantly altered, especially in the wake of the anti-extradition bill in June
2019. Future economic, political and social developments in the PRC could have significant
effects on Hong Kong, which may materially and adversely affect the Group’s business,
results of operations and financial condition.

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2.2

Civil unrest could have an adverse impact on the Group’s business, financial condition
results of operations.
Civil unrest, protests, demonstrations or rioting causing mass disruption to businesses andtransportation may also affect the Group’s operations. There can be no assurance that any
unforeseeable interruptions to the business and operations can be mitigated or avoided.
Moreover, prolonged civil unrest and an uncertain political environment, including any
declaration by the Chief Executive of Hong Kong of a state of emergency pursuant to theEmergency Regulations Ordinance (Cap. 241) of Hong Kong which confers on the Chief
Executive power to make any regulations whatsoever which he/she may consider desirable in
the public interest in an occasion of emergency or public danger, may impact the Hong Kong
economy and result in an economic slowdown. Civil unrest and instability may also dampen
market confidence and sentiments. Civil unrest is outside the control of the Group. Any
demonstrations, protests or riots causing disruption to the city, the authorities’ reaction to any
such protests or riots if they recur, the Chief Executive’s decision to make any declaration ofa state of emergency and the instability of the political and economic conditions in theregion, could adversely impact the Group’s business, financial condition and results ofoperations and the price of the Notes traded in the secondary market.

2.3

Adverse economic developments in Hong Kong or other countries in the world could
have a material adverse effect on the Group’s financial condition and the results of its
operations.
A majority of the Group’s revenues are derived from economic activities in Hong Kong. Dueto close business relations between Hong Kong and the PRC and neighbouring Asian
countries, Hong Kong’s economy is in turn affected, directly and indirectly, by theperformance of the economies of these areas and countries. As a result, adverse economic
developments in Hong Kong, the PRC or elsewhere in the Asian region, in particular asustained slowdown in economic activities, could have a material adverse effect on theGroup’s financial condition and results of operations. A large portion of our business isdependent on the flows from clients and business activities conducted in China. Accordingly,
our results of operations, financial condition and prospects are subject to economic, politicaland legal developments in China. China’s economy differs from the economies of developed
countries in many respects, including the amount of government involvement, level ofdevelopment, growth rate, control of foreign exchange and allocation of resources. While
China’s economy has experienced significant growth in the past 40 years, growth has been
uneven across different regions and economic sectors, and there is no assurance that suchgrowth can be sustained. China’s government has implemented various measures toencourage economic development and guide the allocation of resources. Some of thesemeasures benefit the overall PRC economy, but may negatively affect us. For example, ourfinancial condition and results of operations may be adversely affected by government
control over currency exchange or changes in tax regulations or remittance of funds from ourclients from within the PRC to offshore. If the business environment in China deteriorates,
our business and results may also be materially and adversely affected.
The Hong Kong economy is also affected, to a significant extent, by the economic conditionsof the United States, Europe and other world economies. As a result, the Group’s financial
condition and the results of its operations may be adversely affected by a sustained downturn,if any, and market volatility in the United States, Europe or other world economies.

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The global credit markets have experienced significant volatility, such as that caused inrecent years by the global financial and economic crisis and events, including the European
debt crisis, the potential withdrawal of countries from the Euro-zone, Brexit and volatility in
the PRC stock market, which have led to less favourable financial and economic conditions.
The COVID-19 pandemic has caused stock markets worldwide to lose significant value since
February 2020. Market interest rates have declined significantly, with the 10-year UnitedStates Treasury bond falling below 1.00% for the first time on 3 March 2020. Governments
and central banks around the globe have introduced or are planning fiscal and monetarystimulus measures including tax cuts, direct subsidies, rate cuts, bond repurchase programmes
and suspension or relaxation of prudential bank capital requirements. These measures aim tocontain the economic impact of COVID-19, stabilise the markets and provide liquidity easing
to the markets. In the United States, the Federal Open Market Committee (‘‘FOMC’’)
reduced the target federal funds rate by 50 basis points to 1.00% to 1.25% on 3 March 2020.
Subsequently on 16 March 2020, the FOMC further reduced the target federal funds rate byan additional 100 basis points to 0.00% to 0.25%. From May 2022 onwards, with an aim tocurb inflation in the U.S., the target federal funds rate has been steadily increasing to 4.75%
to 5.00% in March 2023. Such volatility in interest rates may result in continued significant
volatility in global capital markets and adversely affect business and consumer confidence.
There can be no assurance that any such measures may be introduced in time or will be
sufficient or effective in stabilising markets or mitigating the economic impact of COVID-19.
Any volatility or deterioration in the economic conditions in the United States, Europe, the
PRC or elsewhere may have and may continue to have a negative impact on the economies ofHong Kong and other Asia Pacific countries which may in turn materially and adversely
affect the Group’s business, financial condition and the results of its operations and its ability
to access the capital markets.
2.4

The Financial Institutions (Resolution) Ordinance may adversely affect the Notes.
On 7 July 2017, the Financial Institutions (Resolution) Ordinance (Cap. 628) of Hong Kong(‘‘FIRO’’) came into operation. The FIRO provides for, among other things, theestablishment of a resolution regime for authorised institutions and other financial
institutions within FIRO’s scope in Hong Kong that may be designated by the relevant
resolution authorities (a ‘‘FIRO Group Entity’’). There can be no assurance that any
member of the Group will not be deemed to be a FIRO Group Entity. FIRO seeks to provide
the relevant resolution authorities with administrative powers to bring about a timely andorderly resolution in order to stabilise and secure continuity for a failing authorised
institution or within-scope financial institution in Hong Kong. In particular, in the context ofa resolution of any FIRO Group Entity, if a member of the Group were deemed to be a FIRO
Group Entity, the relevant resolution authority may have the ability to resolve other entities
within the Group as if each of them were themselves a within-scope financial institution forthe purposes of FIRO and take certain actions and make certain directions in relation to such
entities. Any such actions could potentially affect contractual and property rights relating to
the relevant entity within the Group. In addition, the relevant resolution authority is provided
with powers to effect contractual and property rights as well as payments (including inrespect of any priority of payment) that creditors would receive in resolution. These may
include, but are not limited to, powers to cancel, write off, modify, convert or replace all or apart of the Notes or the nominal amount of, or interest on, the Notes, and powers to amend oralter the contractual provisions of the Notes, all of which may adversely affect the value of— 42 —

the Notes, and the holders thereof may suffer a loss of some or all of their investment as aresult. Noteholders (whether senior or subordinated) may become subject to and bound by
FIRO. The implementation of FIRO remains untested and certain details relating FIRO will
be set out through secondary legislation and supporting rules. Therefore, the Group is
currently unable to assess the full impact of FIRO on the financial system generally, theGuarantor’s counterparties, the Guarantor, any of its consolidated subsidiaries or other Group
entities, and the Group’s operations and/or its financial position.
3.

RISKS RELATING TO THE NOTES AND THE GUARANTEE
3.1

The Notes and the Guarantee are unsecured obligations.
The Notes and the Guarantee are unsecured obligations of the Issuer and the Guarantor,
respectively. The repayment of the Notes and payment under the Guarantee may be adversely
affected if:.

the Issuer or the Guarantor enters into bankruptcy, liquidation, reorganisation or otherwinding-up proceedings;.

there is a default in payment under the Issuer’s or the Guarantor’s future secured
indebtedness or other unsecured indebtedness; or.

there is an acceleration of any of the Issuer’s or the Guarantor’s indebtedness.

If any of these events were to occur, the Issuer’s or the Guarantor’s assets may not be
sufficient to pay amounts due on the Notes.
3.2

The Notes and the Guarantee will be structurally subordinated to the existing andfuture indebtedness and other liabilities of the Issuer’s and the Guarantor’s existing andfuture subsidiaries, other than the Issuer, and effectively subordinated to the Issuer’s
and the Guarantor’s secured debt to the extent of the value of the collateral securing
such indebtedness.
The Notes and the Guarantee will be structurally subordinated to any debt and otherliabilities and commitments, including trade payables and lease obligations, of the Issuer’s
and the Guarantor’s existing and future subsidiaries, other than the Issuer, whether or notsecured. The Notes will not be guaranteed by any of the Issuer’s or the Guarantor’s
subsidiaries, and the Issuer and the Guarantor may not have direct access to the assets ofsuch subsidiaries unless these assets are transferred by dividend or otherwise to the Issuer or
the Guarantor. The ability of such subsidiaries to pay dividends or otherwise transfer assets
to the Issuer or the Guarantor is subject to various restrictions under applicable laws.
Each of the Issuer’s and the Guarantor’s subsidiaries are separate legal entities that have no
obligation to pay any amounts due under the Notes or the Guarantee or make any funds
available therefore, whether by dividends, loans or other payments. The Issuer’s and the
Guarantor’s right to receive assets of any of the Issuer’s and the Guarantor’s subsidiaries,
respectively, upon that subsidiary’s liquidation or reorganisation will be effectively
subordinated to the claim of that subsidiary’s creditors (except to the extent that the Issuer or
the Guarantor are creditors of that subsidiary). Consequently, the Notes and the Guarantee— 43 —

will be effectively subordinated to all liabilities, including trade payables and leaseobligations, of any of the Issuer’s and the Guarantor’s subsidiaries, other than the Issuer, andany subsidiaries that the Issuer or the Guarantor may in the future acquire or establish.
The Notes and the Guarantee are the Issuer’s and the Guarantor’s unsecured obligations,
respectively, and will (i) rank equally in right of payment with all the Issuer’s and the
Guarantor’s other present and future unsubordinated and unsecured indebtedness; and (ii) be
effectively subordinated to all of the Issuer’s and the Guarantor’s present and future secured
indebtedness to the extent of the value of the collateral securing such obligations.
Accordingly, claims of secured lenders, whether senior or junior, with respect to assets
securing their loans will be prior with respect to those assets. In the event of the Issuer’s or
the Guarantor’s bankruptcy, insolvency, liquidation, reorganisation, dissolution or otherwinding up, or upon any acceleration of the Notes, these assets will be available to pay
obligations on the Notes only after all other debt secured by these assets has been repaid infull. Any remaining assets will be available to the Noteholders rateably with all of the
Guarantor’s other unsecured and unsubordinated creditors, including trade creditors. If there
are not sufficient assets remaining to pay all these creditors, then all or a portion of the Notes
then outstanding would remain unpaid.
3.3

The Notes may not be a suitable investment for all investors.
The Notes are complex financial instruments and may be purchased as a way to reduce riskor enhance yield with a measured and appropriate addition of risk to the investor’s overall
portfolios. A potential investor should not invest in the Notes unless they have the expertise(either alone or with the help of a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of such Notes and the impact
this investment will have on the potential investor’s overall investment portfolio.
Additionally, the investment activities of certain investors are subject to legal investment
laws and regulations, or review or regulation by certain authorities. Each potential investor
should consult its legal advisers to determine whether and to what extent (a) the Notes arelegal investments for it, (b) the Notes can be used as collateral for various types of borrowingand (c) other restrictions apply to its purchase of any Notes. Financial institution investors
should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
Each potential investor in any Notes must determine the suitability of that investment in lightof its own circumstances. In particular, each potential investor should:.

have sufficient knowledge and experience to make a meaningful evaluation of therelevant Notes, the merits and risks of investing in the relevant Notes and theinformation contained or incorporated by reference in this Offering Circular, any
applicable supplement to the Offering Circular or any Pricing Supplement;.

have access to, and knowledge of, appropriate analytical tools to evaluate, in thecontext of its particular financial situation, an investment in the relevant Notes and theimpact such investment will have on its overall investment portfolio;— 44 —

3.4.

have sufficient financial resources and liquidity to bear all of the risks of an investmentin the relevant Notes, including where principal or interest is payable in one or morecurrencies, or where the currency for principal or interest payments is different from thepotential investor’s currency;.

understand thoroughly the terms of the relevant Notes and be familiar with the
behaviour of any relevant indices and financial markets; and.

be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment andits ability to bear the applicable risks.

An active trading market for the Notes may not develop and the Notes may be traded at
a discount to their initial offering price and/or with limited liquidity.
The Notes are a new issue of securities which may not be widely distributed and for which
there is currently no trading market (unless in the case of any particular Tranche, such
Tranche is to be consolidated with and form a single series with a Tranche of Notes that isalready issued). Although an application may be made to the Hong Kong Stock Exchange or
any other stock exchange for the listing of, and permission to deal in, the Notes on the Hong
Kong Stock Exchange or such other stock exchange, no assurance can be given that suchapplication will be approved, or even if the Notes become so listed, an active trading market
for the Notes will develop or be sustained. No assurance can be given as to the ability ofholders to sell their Notes or the price at which holders will be able to sell their Notes or thata liquid market will develop. The market for investment grade and crossover grade debt has
been subject to disruptions that have caused volatility in prices of securities similar to theNotes that may be issued under the Programme. Accordingly, there is no assurance as to thedevelopment or liquidity of any trading market, or that disruptions will not occur, for any
particular Tranche of Notes. This is particularly the case for Notes that are especiallysensitive to interest rate, currency or market risks, designed for specific investment objectives
or strategies or have been structured to meet the investment requirements of limited
categories of investors. These types of Notes generally would have a more limited secondary
market and more price volatility than conventional debt securities. Illiquidity would have an
adverse effect on the value of the Notes. Noteholders should note that they may need to holdtheir Notes until maturity as there may not be an active secondary market for the Notes.
None of the Arranger or the Dealers is obligated to make a market in the Notes, and if the
Arranger or the Dealers do so, they may discontinue such market making activity at any timeat their sole discretion.
In addition, the Notes are being offered pursuant to exemptions from registration under the
Securities Act and, as a result, holders will only be able to resell their Notes in transactions
that have been registered under the Securities Act or in transactions not subject to, or exempt
from, registration under the Securities Act. Even a secondary market is developed for tradingof the Notes, trading may be at a discount to their initial offering price, depending upon
prevailing interest rates, the market for similar securities, general economic conditions andthe financial condition of the Issuer and the Guarantor, in which case investors may not beable as receive a favourable price for their Notes, and in some circumstances investors may
not be able to sell their Notes at all or at their fair market value.

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3.5

Exchange rate risks and exchange controls may result in a Noteholder receiving lessinterest or principal than expected.
The Issuer will pay principal and interest on the Notes in the currency specified in therelevant Pricing Supplement (the ‘‘Specified Currency’’). This presents certain risks relating
to currency conversions if a Noteholder’s financial activities are denominated principally in acurrency or currency unit (the ‘‘Investor’s Currency’’) other than the Specified Currency.
These include the risk that exchange rates may significantly change (including changes due todevaluation of the Specified Currency or revaluation of the Investor’s Currency) and the riskthat authorities with jurisdiction over the Investor’s Currency may impose or modify
exchange controls. An appreciation in the value of the Investor’s Currency relative to theSpecified Currency would decrease (i) the Investor’s Currency equivalent yield on the Notes,(ii) the Investor’s Currency equivalent value of the principal payable on the Notes and (iii)
the Investor’s Currency equivalent market value of the Notes.
Governments and monetary authorities may impose (as some have done in the past) exchange
controls that could adversely affect an applicable exchange rate. As a result, a Noteholder
may receive less interest or principal than expected, or no interest or principal.

3.6

Changes in market interest rates may adversely affect the value of the fixed rate Notes.
The Noteholders of fixed rates Notes may suffer unforeseen losses due to fluctuations inmarket interest rates. Generally, a rise in interest rates may cause a fall in the prices of the
fixed rates Notes, resulting in a capital loss for the Noteholders. However, the Noteholders
may reinvest the interest payments at higher prevailing interest rates. Conversely, wheninterest rates fall, the prices of the fixed rates Notes may rise. The Noteholders may enjoy acapital gain but interest payments received may be reinvested at lower prevailing interest
rates. If Noteholders sell the Notes they hold before the maturity of such Notes, they may
receive an offer less than their investment.

3.7

The liquidity and price of the Notes following the offering may be volatile.
The price and trading volume of the Notes may be highly volatile. Factors such as variationsin the Group’s turnover, earnings and cash flows, proposals for new investments, strategic
alliances and/or acquisitions, changes in interest rates, fluctuations in price for comparable
companies, changes in government regulations and changes in general economic conditions
nationally or internationally could cause the price of the Notes to change. Any suchdevelopments may result in large and sudden changes in the trading volume and price of theNotes. There is no assurance that these developments will not occur in the future.

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3.8

Developments in other markets may adversely affect the market price of the Notes.
The market price of the Notes may be adversely affected by declines in the international
financial markets and world economic conditions. The market for the Notes is, to varying
degrees, influenced by economic and market conditions in other markets, especially those in
Asia. Although economic conditions are different in each country, investors’ reactions todevelopments in one country can affect the securities markets and the securities of issuer inother countries, including the PRC. Since the global financial crisis in 2008 and 2009, theinternational financial markets have experienced significant volatility, including volatility
caused by recent inflationary pressures and interest rate hikes, and bank runs on certain
American banks causing a global strain on financial markets. If these events continue orsimilar developments occur in the international financial markets in the future, the market
price of the Notes could be adversely affected.

3.9

The Notes may be represented by Global Notes or Global Certificates and holders of abeneficial interest in a Global Note or Global Certificate must rely on the procedures of
the relevant Clearing System(s).
Notes issued under the Programme may be represented by one or more Global Notes (in thecase of Bearer Notes) or Global Certificates (in the case of Registered Notes). Such Global
Notes and Global Certificates will be deposited with a common depositary for Euroclear andClearstream or lodged with the CMU (each of Euroclear, Clearstream and the CMU, a‘‘Clearing System’’). Except in the circumstances described in the relevant Global Note or
Global Certificate, investors will not be entitled to receive Definitive Notes.
The relevant Clearing System(s) will maintain records of the beneficial interests in the Global
Notes or Global Certificates. While the Notes are represented by one or more Global Notes or
Global Certificates, investors will be able to trade their beneficial interests only through theClearing System(s).
While the Notes are represented by one or more Global Notes or Global Certificates, theIssuer, or failing which, the Guarantor will discharge its payment obligations under the Notes
by making payments to the relevant Clearing System(s) for distribution to their accountholders or in the case of the CMU, to the persons for whose account(s) interests in such
Global Note or Global Certificate are credited as being held in the CMU in accordance with
the CMU Rules (as defined in the Agency Agreement).
A holder of a beneficial interest in a Global Note or Global Certificate must rely on theprocedures of the relevant Clearing System(s) to receive payments under the relevant Notes.
Neither the Issuer nor the Guarantor has any responsibility or liability for the records relating
to, or payments made in respect of, beneficial interests in the Global Notes or Global
Certificates.

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Holders of beneficial interests in the Global Notes or Global Certificates will not have a
direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted toact only to the extent that they are enabled by the relevant Clearing System(s) to appoint
appropriate proxies. Similarly, holders of beneficial interests in the Global Notes or Global
Certificates will not have a direct right under the respective Global Notes or Global
Certificates to take enforcement action against the Issuer or the Guarantor in the event of a
default under the relevant Notes but will have to rely upon their rights under the Trust Deed.
3.10 Noteholders should be aware that Definitive Notes which have a denomination that is
not an integral multiple of the minimum Specified Denomination may be illiquid anddifficult to trade.
In relation to any issue of Notes which have a denomination consisting of a minimumSpecified Denomination plus a higher integral multiple of another smaller amount, it ispossible that the Notes may be traded in amounts in excess of the minimum Specified
Denomination that are not integral multiples of such minimum Specified Denomination. In
such a case a Noteholder who, as a result of trading such amounts, holds a nominal amountof less than the minimum Specified Denomination will not receive a definitive Note inrespect of such holding (should Definitive Notes be printed) and would need to purchase anominal amount of Notes such that it holds an amount equal to one or more Specified
Denominations.
If Definitive Notes are issued, holders should be aware that Definitive Notes which have adenomination that is not an integral multiple of the minimum Specified Denomination may be
illiquid and difficult to trade.
3.11 The Issuer is a special purpose company with no business activities of its own and will
be dependent on funds from the Group to make payments under the Notes.
The Issuer will not conduct business or any other activities other than the issue of the Notes
or other bonds or notes which are, or are capable of being listed, quoted or traded on any
stock exchange or in any securities market outside the PRC and the on-lending of theproceeds thereof to the Guarantor or any of the Guarantor’s Subsidiaries (as defined in theTerms and Conditions of the Notes) and affiliates and any other activities reasonably
incidental thereto as necessary in connection therewith, and to establish or to allow to exist
any Subsidiary of the Issuer which conducts any of the Permitted Activities (as defined in theTerms and Conditions of the Notes) subject to the Terms and Conditions of the Notes. The
Issuer does not and will not have any material assets other than amounts due to it from the
Guarantor or its subsidiaries, and its ability to make payments under the Notes will dependon its receipt of timely remittances from the Guarantor or its subsidiaries. There is no
assurance that the Issuer will receive timely and sufficient funds from the Guarantor and/or
the Guarantor’s subsidiaries to meet its payment obligations under the Notes.

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3.12 The Issuer may not be able to redeem the Notes upon the due date for redemption
thereof.
If specified in the relevant Pricing Supplement, the Issuer may, at its option, at maturity, atNoteholders’ option or following the occurrence of a Change of Control (as defined in theTerms and Conditions of the Notes), be required to redeem all or some of the Notes. If suchan event were to occur, the Issuer may not have sufficient cash in hand and may not be able
to arrange financing to redeem the Notes in time, or on acceptable terms, or at all. The ability
to redeem the Notes in such event may also be limited by the terms of other debt instruments.
The Issuer’s failure to repay, repurchase or redeem tendered Notes could constitute an eventof default under the Notes, which may also constitute a default under the terms of the Issuer’sor the Group’s other indebtedness.
3.13 Notes subject to optional redemption by the Issuer may have a lower market value thanNotes that cannot be redeemed.
An optional redemption feature is likely to limit the market value of Notes. During any
period when the Issuer may elect to redeem Notes, the market value of those Notes generally
will not rise substantially above the price at which they can be redeemed. This also may betrue prior to any redemption period. The Issuer may be expected to redeem Notes when its
cost of borrowing is lower than the interest rate on the Notes. At such times, an investor
generally would not be able to reinvest the redemption proceeds at an effective interest rate
as high as the interest rate on the Notes being redeemed and may only be able to do so at asignificantly lower rate. Potential investors should consider reinvestment risk in light of otherinvestments available at that time.
3.14 If the Issuer or the Guarantor is unable to comply with the restrictions and covenants intheir respective debt agreements (if any), the Notes or the Guarantee, there could be adefault under the terms of these agreements, the Notes or the Guarantee, which could
cause repayment of the debt of the Issuer or the Guarantor to be accelerated.
If the Issuer or the Guarantor (or even any member of the Group) is unable to comply withthe restrictions and covenants in the Notes or the Guarantee (as applicable), or current or
future debt obligations and other agreements (if any), there could be a default under the termsof these agreements. In the event of a default under these agreements, the holders of the debt
could terminate their commitments to lend to the Issuer, the Guarantor or the relevant Group
member, accelerate repayment of the debt, declare all amounts borrowed due and payable or
terminate the agreements, as the case may be. Furthermore, those debt agreements may
contain cross- acceleration or cross-default provisions. As a result, the default by the Issuer,
the Guarantor or the relevant Group member under one debt agreement may cause theacceleration of repayment of debt or result in a default under its other debt agreements,
including the Notes. If any of these events occur, there can be no assurance that there would
be sufficient assets and cash flows to repay in full all the indebtedness of the Issuer, theGuarantor or the relevant Group member, or that it would be able to find alternative
financing. Even if the Issuer, the Guarantor or the relevant Group member could obtain
alternative financing, there can be no assurance that it would be on terms that are favourable
or acceptable to the Issuer, the Guarantor or the relevant Group member.

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3.15 The Notes do not restrict the Group’s ability to incur additional debt or to take otheractions that could negatively impact holders of the Notes.
Other than the limitations on the Issuer as described in Condition 4(a) of the Terms andConditions of the Notes and the negative pledge provision as described in Condition 4(c) of
the Terms and Conditions of the Notes, the Group is not restricted under the Conditions fromincurring additional debt, including secured debt, or from repurchasing the Notes. In addition,
the covenants applicable to the Notes do not require the Group to achieve or maintain any
minimum financial results relating to the Group’s financial position or results of operations.
The Group’s ability to recapitalise, incur additional debt and take other actions that are notlimited by the Conditions could diminish the Group’s ability to make payments on the Notes
when due.
The Terms and Conditions of the Notes, however, do not contain restrictions on the payment
of dividends or making of other restricted payments. In addition, the Trust Deed does notcontain any other covenants or provisions designed to afford holders of the Notes protectionin the event of a highly-leveraged transaction involving the Issuer or the Company that could
adversely affect such holders. Subject to the terms of the existing debt and credit facilities of
the Issuer and the Company, the Issuer and the Company may incur substantial additional
indebtedness in the future.
3.16 The ratings of the Programme may be downgraded or withdrawn.
The Programme has been assigned a rating of ‘‘BBB+’’ by S&P. The ratings represent theopinions of the rating agencies and their assessment of the ability of the Issuer and the
Guarantor to perform their respective obligations under the Notes and the Guarantee andcredit risks in determining the likelihood that payments will be made when due under theNotes. The ratings may not reflect the potential impact of all risks related to structure, market
and additional factors discussed above, and other factors that may affect the value of theNotes. A rating is not a recommendation to buy, sell or hold the Notes and may be subject tosuspension, reduction or withdrawal at any time. A reduction or withdrawal of the ratings
may adversely affect the market price of the Notes and the Issuer’s or the Guarantor’s ability
to access the debt capital markets. Also, Tranches of Notes to be issued under the Programme
may be unrated or assigned with a different rating than that of the Programme.
3.17 Any downgrading of the Guarantor’s corporate ratings, or those of its subsidiaries, by
rating agencies could adversely affect the Group’s business and the Group’s liquidity.
The Guarantor has been assigned a rating of ‘‘BBB+’’ by S&P as at the date of this Offering
Circular. Any adverse revision to the Guarantor’s corporate ratings, or those of its
subsidiaries, for domestic and international debt by rating agencies such as S&P may
adversely affect the Group’s business, its financial performance and the trading price of theNotes. Further, the Group’s ability to obtain financing or to access to capital markets may
also be limited, thereby lowering its liquidity.

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3.18 The insolvency laws of British Virgin Islands and Hong Kong and other local insolvency
laws may differ from those of another jurisdiction with which the holders of the Notes
are familiar.
As the Issuer is incorporated under the laws of the British Virgin Islands and the Guarantor isincorporated under the laws of Hong Kong, any insolvency proceeding relating to the Issuer
or the Guarantor would likely involve British Virgin Islands or Hong Kong insolvency laws,
the procedural and substantive provisions of which may differ from comparable provisions of
the local insolvency laws of jurisdictions with which the holders of the Notes are familiar.
3.19 The Trustee may request the Noteholders to provide an indemnity and/or, security and/or prefunding to its satisfaction.
In certain circumstances, including, without limitation, giving of notice to the Issuer and the
Guarantor pursuant to Condition 10 of the Terms and Conditions of the Notes and taking any
steps and/or actions and/or instituting any proceedings pursuant to Condition 12 of the Terms
and Conditions of the Notes, the Trustee may, at its sole discretion, request the Noteholders
to provide an indemnity and/or security and/or prefunding to its satisfaction before it takes
any steps and/or actions and/or institutes any proceedings on behalf of the Noteholders. The
Trustee shall not be obliged to take any such steps and/or actions and/or to institute any suchproceedings if not indemnified and/or secured and/or prefunded to its satisfaction.
Negotiating and agreeing to an indemnity and/or security and/or prefunding can be a lengthy
process and may impact on when such steps and/or actions can be taken and/or when suchproceedings can be instituted. The Trustee may not be able to take such steps and/or actions
and/or institute such proceedings, notwithstanding the provision of an indemnity and/or
security and/or prefunding to it, in breach of the terms of the Trust Deed or the Terms andConditions of the Notes and, in circumstances where there is uncertainty or dispute as to theapplicable laws or regulations and, to the extent permitted by the agreements and theapplicable law, it will be for the holders of the Notes to take such steps and/or actions and/or
institute such proceedings directly.
3.20 Decisions that may be made on behalf of all holders of the Notes may be adverse to theinterests of individual holders of the Notes.
The Terms and Conditions of the Notes contain provisions for calling meetings of holders of
the Notes to consider matters affecting their general interests. These provisions permit
defined majorities to bind all holders of the Notes, including holders who did not attend andvote at the relevant meeting and holders who voted in a manner contrary to the majority.
Furthermore, there is a risk that the decision of the majority of holders of the Notes may be
adverse to the interests of the individual Noteholders.
3.21 Modifications and Waivers may be made in respect of the Terms and Conditions of theNotes, the Trust Deed and the Agency Agreement by the Trustee.
The Terms and Conditions of the Notes provide that the Trustee may (but shall not be
obliged to), without the consent of Noteholders, Receiptholders or Couponholders, agree toany modification (other than with respect to certain reserved matters) of the Terms andConditions of the Notes or any of the provisions of the Trust Deed or the Agency Agreement
which in the opinion of the Trustee will not be materially prejudicial to the interests of— 51 —

Noteholders and to any modification of the Trust Deed, the Terms and Conditions of theNotes or the Agency Agreement which in the opinion of the Trustee is of a formal, minor or
technical nature or is made to correct a manifest error or is to comply with any mandatory
provision of applicable law. In addition, the Trustee may (but shall not be obliged to),without the consent of the Noteholders, authorise or waive any proposed breach or breach(other than a proposed breach or breach relating to the subject of certain reserved matters) of
the Terms and Conditions of the Notes or any of the provisions of the Trust Deed or the
Agency Agreement.
3.22 Substitutions may be made in respect of the Issuer and/or the Guarantor.
The Terms and Conditions of the Notes provide that the Trustee may but shall not be obliged
to, without the consent of the Noteholders, Receiptholders or Couponholders agree to thesubstitution of the Issuer’s successor in business or any Subsidiary of the Issuer or its
successor in business or of the Guarantor or its successor in business or any subsidiary of the
Guarantor or its successor in business in place of the Issuer or the Guarantor, as the case may
be, as principal debtor or guarantor under the Trust Deed and the Notes. In the case of such a
substitution, the Trustee may but shall not be obliged to, without the consent of the
Noteholders, Receiptholders or Couponholders agree to a change of the governing law of theNotes the Receipts, the Coupons, the Talons and the Trust Deed if such change would not in
the opinion of the Trustee be materially prejudicial to the interests of the Noteholders.
3.23 A change in English law which governs the Notes may adversely affect Noteholders.
The Trust Deed, the Notes, the Receipts, the Coupons and the Talons and the Agency
Agreement and any non-contractual obligations arising out of or in connection with them aregoverned by, and shall be construed in accordance with, English Law. No assurance can begiven as to the impact of any possible judicial decision or change to English law oradministrative practice after the date of issue of the relevant Notes.
3.24 Additional procedures may be required to be taken to bring English law governedmatters or disputes to the Hong Kong courts.
The Trust Deed, the Notes, the Receipts, the Coupons and the Talons and the Agency
Agreement and any non-contractual obligations arising out of or in connection with them aregoverned by, and shall be construed in accordance with, English Law, while parties to these
documents have submitted to the exclusive jurisdiction of the Hong Kong courts. In order tohear English law governed matters or disputes, Hong Kong courts may require certain
additional procedures to be taken.
Compared to other similar debt securities issuances in the international capital markets where
the relevant holders of the debt securities are not deemed to have submitted to an exclusive
jurisdiction, the Noteholders will be deemed to have submitted to the exclusive jurisdictionof the Hong Kong courts, and thus the Noteholders’ ability to initiate a claim outside ofHong Kong will be limited.

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4.

RISKS RELATING TO THE STRUCTURE OF A PARTICULAR ISSUE OF NOTESUNDER THE PROGRAMME
A wide range of Notes may be issued under the Programme. A number of these Notes may havefeatures which contain particular risks for potential investors. Set out below is a description ofcertain such features:
4.1

Dual Currency Notes have features which are different from single currency issues.
The Issuer may issue Notes with principal or interest payable in one or more currencies
which may be different from the currency in which the Notes are denominated. Potential
investors should be aware that:

4.2.

the market price of such Notes may be volatile;.

they may receive no interest;.

payment of principal or interest may occur at a different time or in a different currency
than expected; and.

the amount of principal payable at redemption may be less than the nominal amount ofsuch Notes or even zero.

Failure by an investor to pay a subsequent instalment of partly-paid Notes may result in
an investor losing all of its investment.
The Issuer may issue Notes where the issue price is payable in more than one instalment.
Failure to pay any subsequent instalments could result in an investor losing all of its
investment.

4.3

The regulation and reform of ‘‘benchmarks’’ may adversely affect the value of Notes
linked to or referencing such benchmarks.
Interest rates and indices which are deemed to be ‘‘benchmarks’’ (including EURIBOR) are
the subject of recent guidance and proposals for reform from the European Union (the ‘‘EU’’)national and international regulatory bodies. Some of these reforms are already effective
whilst others are still to be implemented. These reforms may cause such benchmarks toperform differently than in the past, disappear entirely or have other consequences whichcannot be predicted. Any such consequence could have a material adverse effect on any
Notes linked to or referencing such a ‘‘benchmark’’. Regulation (EU) 2016/1011 (the ‘‘EU
Benchmarks Regulation’’) applies, subject to certain transitional provisions, to the provisionof benchmarks, the contribution of input data to a benchmark and the use of a benchmark
within the EU. Among other things, it (i) requires benchmark administrators to be authorised
or registered (or, if non-EU- based, to be subject to an equivalent regime or otherwise
recognised or endorsed) and (ii) prevents certain uses by European Union supervised entities
of benchmarks of administrators that are not authorised or registered (or, if non-European
Union based, not deemed equivalent or recognised or endorsed). Regulation (EU) 2016/1011
as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the‘‘UK Benchmarks Regulation’’) among other things, applies to the provision of benchmarks
and the use of a benchmark in the UK. Similarly, it prohibits the use in the UK by UK— 53 —

supervised entities of benchmarks of administrators that are not authorised by the United
Kingdom Financial Conduct Authority (‘‘FCA’’) or registered on the FCA register (or, if
non-UK based, not deemed equivalent or recognised or endorsed).
The EU Benchmarks Regulation and/or the UK Benchmarks Regulation, as applicable, could
have a material impact on any Notes linked to or referencing benchmarks, including
EURIBOR, in particular, if the methodology or other terms of the relevant benchmark arechanged in order to comply with the requirements of the EU Benchmarks Regulation and/or
the UK Benchmarks Regulation. Such changes could, among other things, have the effect of
reducing, increasing or otherwise affecting the volatility of the published rate or level of therelevant benchmark.
More broadly, any of the national or international reforms, or the general increased regulatory
scrutiny of ‘‘benchmarks’’, could increase the costs and risks of administering or otherwise
participating in the setting of a ‘‘benchmark’’ and complying with any such regulations or
requirements. Such factors may have the following effects on certain ‘‘benchmarks’’(including, but not limited to EURIBOR): (i) discourage market participants from continuing
to administer or contribute to the ‘‘benchmark’’; (ii) trigger changes in the rules or
methodologies used in the ‘‘benchmark’’; or (iii) lead to the disappearance of the‘‘benchmark.’’
Any of the above changes or any other consequential changes as a result of national orinternational reforms or other initiatives or investigations could have a material adverse effecton the value of and return on any Notes linked to or referencing the relevant benchmark.
Investors should consult their own independent advisers and make their own assessment
about the potential risks imposed by the EU Benchmarks Regulation and/or the UK
Benchmarks Regulation reforms in making any investment decision with respect to any Notes
linked to or referencing the relevant benchmark.
The Terms and Conditions of the Notes provide for certain fallback arrangements in the eventthat a Benchmark Event occurs (in the case of a benchmark replacement for Floating Rate
Notes (other than Floating Rate Notes which specify the reference rate as SOFR)), including
but not limited to, if the originally specified benchmark or screen rate used to determine theRate of Interest on the Notes ceases to be published for a period of at least five business daysor ceasing to exist, or it has become unlawful for any Paying Agent, Calculation Agent, theIssuer or other party to calculate any payments on any Notes by reference to such benchmark.
Such fallback arrangements include the possibility that the rate of interest could be set byreference to a Successor Rate or an Alternative Rate (both as defined in the Terms andConditions of the Notes), with or without the application of an Adjustment Spread (asdefined in the Terms and Conditions of the Notes) and any Benchmark Amendments (asdefined in the Terms and Conditions of the Notes). There is no guarantee that any
Adjustment Spread will be determined or applied. If no Adjustment Spread is determined, aSuccessor Rate or Alternative Rate may nonetheless be used to determine the Rate of Interest.
In the case of a benchmark replacement for Floating Rate Notes (other than Floating Rate
Notes which specify the reference rate as SOFR), the use of any such Successor Rate or
Alternative Rate or, if applied, Adjustment Spread to determine the Rate of Interest may
result in Notes linked to or referencing the initial inter-bank offered rate or other relevant— 54 —

reference rate performing differently (including paying a lower Rate of Interest) than theywould do if the initial inter-bank offered rate or other relevant reference rate (as applicable)
were to continue to apply in its current form.
Under these fallback arrangements, the Issuer will use its reasonable endeavours to appoint,
as soon as reasonably practicable, an Independent Adviser (as defined in the Terms andConditions of the Notes) to determine the Successor Rate, failing which an Alternative Rateand, in either case, an Adjustment Spread if any and any Benchmark Amendments. In theevent that the Issuer is unable to appoint an Independent Adviser, or such Independent
Adviser fails to determine the Successor Rate or, failing which, an Alternative Rate prior to
the date which is 10 business days prior to the relevant Interest Determination Date, the Rateof Interest applicable to the next succeeding Interest Accrual Period shall be equal to theRate of Interest last determined in relation to the Notes in respect of the immediately
preceding Interest Accrual Period. This may result in the effective application of a fixed rate
for Floating Rate Notes based on the rate which was last observed on the Relevant Screen
Page. Due to the uncertainty concerning the availability of Successor Rates and Alternative
Rates, any determinations that may need to be made by the Issuer with the involvement of an
Independent Adviser entails a risk that the relevant fallback provisions may not operate as
intended at the relevant time. Moreover, any of the above matters or any other significant
change to the setting or existence of any relevant reference rate could affect the ability of theIssuer to meet its obligations under the Floating Rate Notes or could have a material adverse
effect on the value or liquidity of, and the amount payable under, the Floating Rate Notes.
Investors should consult their own independent advisers and make their own assessment
about the potential risks imposed by the EU Benchmarks Regulation, the UK Benchmarks
Regulation or any other international or national reforms, in making any investment decision
with respect to any Notes linked to or referencing a benchmark.
4.4

The use of Secured Overnight Financing Rate (‘‘SOFR’’) as a reference rate is subject toimportant limitations.
The rate of interest on the Floating Rate Notes may be calculated on the basis of SOFR (asfurther described under Condition 5(b)(iii)(C) of the Conditions).
In June 2017, the New York Federal Reserve’s Alternative Reference Rates Committee (the‘‘ARRC’’) announced SOFR as its recommended alternative to U.S. dollar LIBOR. However,the composition and characteristics of SOFR are not the same as those of LIBOR. SOFR is abroad U.S. Treasury repo-financing rate that represents overnight secured fundingtransactions. This means that SOFR is fundamentally different from LIBOR for two key
reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR isan overnight rate, while LIBOR represents interbank funding over different maturities. As aresult, there can be no assurance that SOFR will perform in the same way as LIBOR would
have at any time, including, without limitation, as a result of changes in interest and yieldrates in the market, market volatility or global or regional economic, financial, political, or
regulatory events. For example, since publication of SOFR began in April 2018, dailychanges in SOFR have, on occasion, been more volatile than daily changes in comparable
benchmark or other market rates.

— 55 —As SOFR is an overnight funding rate, interest on SOFR-based Notes with interest periods
longer than overnight will be calculated on the basis of either the arithmetic mean of SOFR
over the relevant interest period or compounding SOFR during the relevant interest period.
As a consequence of this calculation method, the amount of interest payable on each interest
payment date will only be known a short period of time prior to the relevant interest payment
date. Noteholders therefore will not know in advance the interest amount which will bepayable on such Notes.
Although the Federal Reserve Bank of New York has published historical indicative SOFR
information going back to 2014, such prepublication of historical data inherently involves
assumptions, estimates and approximations. Noteholders should not rely on any historicalchanges or trends in the SOFR as an indicator of future changes in the SOFR.
The Federal Reserve Bank of New York (or their successors) as administrators of SOFR (andthe Compounded SOFR Index), notes on its publication page for SOFR that use of the SOFR
is subject to important limitations and disclaimers, including that the Federal Reserve Bankof New York may alter the methods of calculation, publication schedule, rate revision
practices or availability of the SOFR at any time without notice. In addition, SOFR is
published by the Federal Reserve Bank of New York based on data received from othersources. The Federal Reserve or the Bank of New York may make methodological or otherchanges that could change the value of these risk-free rates and/or indices, including changes
related to the method by which such risk-free rate is calculated, eligibility criteria applicableto the transactions used to calculate SOFR, or timing related to the publication of SOFR or
any related indices. There can be no guarantee that the SOFR will not be discontinued or
fundamentally altered in a manner that is materially adverse to the interests of the
Noteholders. The administrator may alter, discontinue or suspend calculation or disseminationof SOFR or any related index (in which case a fallback method of determining the interest
rate on the Notes will apply). The administrator has no obligation to consider the interests ofNoteholders when calculating, adjusting, converting, revising or discontinuing any such riskfree rate. If the manner in which the SOFR is calculated is changed or if SOFR is
discontinued, that change or discontinuance may result in a reduction or elimination of theamount of interest payable on the Notes and a reduction in the trading prices of the Notes
which would negatively impact the Noteholders who could lose part of their investment.
The Terms and Conditions of the Notes provide for certain fallback arrangements in the eventthat a Benchmark Event (SOFR) occurs, which is based on the ARRC recommended
language. There is however no guarantee that the fallback arrangements will operate as
intended at the relevant time or operate on terms commercially acceptable to all Noteholders.
Investors should consult their own independent advisers and make their own assessment
about the potential risks in making any investment decision with respect to any Notes linked
to SOFR.

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4.5

The market continues to develop in relation to SOFR as a reference rate for Floating
Rate Notes.
Investors should be aware that the market continues to develop in relation to SOFR and its
adoption as an alternative to U.S. dollar LIBOR. Market participants and relevant working
groups are exploring alternative reference rates based on SOFR (which seek to measure themarket’s forward expectation of a SOFR rate over a designated term). The market or asignificant part thereof may adopt an application of SOFR that differs significantly from thatset out in the Terms and Conditions of the Notes. In addition, the manner of adoption orapplication of SOFR in the bond markets may differ materially compared with the application
and adoption of SOFR in other markets, such as the derivatives and loan markets. Investors
should carefully consider how any mismatch between the adoption of SOFR in the bond, loan
and derivatives markets may impact any hedging or other financial arrangements which they
may put in place in connection with any acquisition, holding or disposal of Notes referencing
SOFR. In addition, the development of SOFR as an interest reference rate for the bondmarkets, as well as continued development of SOFR-based rates, indices and averages forsuch markets and the market infrastructure for adopting such rates, could result in reduced
liquidity or increased volatility or could otherwise affect the market price of Notes
referencing SOFR. Similarly, if SOFR do not prove widely used in securities such as theNotes referencing SOFR, investors may not be able to sell such Notes referencing SOFR at
all or the trading price of the Notes referencing SOFR may be lower than those of bonds
linked to indices that are more widely used.
The use of SOFR as a reference rate for bonds is nascent, and may be subject to change anddevelopment, both in terms of the substance of the calculation and in the development andadoption of market infrastructure for the issuance and trading of bonds referencing such rates.
In particular, investors should be aware that several different methodologies have been usedin risk-free rate notes issued to date. No assurance can be given that any particularmethodology, including the compounding formula in the Terms and Conditions of the Notes,
will gain widespread market acceptance. In addition, market participants and relevant
working groups are still exploring alternative reference rates based on risk-free rates,
including various ways to produce term versions of certain risk-free rates (which seek tomeasure the market’s forward expectation of an average of these reference rates over a
designated term, as they are overnight rates) or different measures of such risk-free rates. If
the relevant risk-free rates do not prove to be widely used in securities like the Notes, thetrading price of such Notes linked to such risk-free rates may be lower than those of Notes
referencing indices that are more widely used.
Notes referencing SOFR may have no established trading market when issued, and an
established trading market may never develop or may not be very liquid which, in turn, may
reduce the trading price of such Notes or mean that investors in such Notes may not be able
to sell such Notes at all or may not be able to sell such Notes at prices that will provide themwith a yield comparable to similar investments that have a developed secondary market, andmay consequently suffer from increased pricing volatility and market risk. Investors should
consider these matters when making their investment decision with respect to Notes
referencing SOFR.

— 57 —

4.6

Notes carrying an interest rate which may be converted from fixed to floating interest
rates and vice versa, may have lower market values than other Notes.
Fixed/Floating Rate Notes may bear interest at a rate that the relevant Issuer may elect toconvert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The
relevant Issuer’s ability to convert the interest rate will affect the secondary market and themarket value of such Notes since the relevant Issuer may be expected to convert the rate
when it is likely to produce a lower overall cost of borrowing. If the relevant Issuer converts
from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be lessfavourable than then prevailing spreads on comparable Floating Rate Notes tied to the samereference rate. In addition, the new floating rate at any time may be lower than the rates onother Notes. If the relevant Issuer converts from a floating rate to a fixed rate, the fixed rate
may be lower than then prevailing rates on its Notes.

4.7

The market prices of Notes issued at a substantial discount or premium tend to fluctuate
more in relation to general changes in interest rates than prices for conventional
interest-bearing securities do.
The market values of securities issued at a substantial discount or premium to their nominal
amount tend to fluctuate more in relation to general changes in interest rates than do prices
for conventional interest-bearing securities. Generally, the longer the remaining term of the
securities, the greater the price volatility as compared to conventional interest-bearing
securities with comparable maturities.

4.8

The market price of variable rate Notes with a multiplier or other leverage factor may
be volatile.
Notes with variable interest rates can be volatile securities. If they are structured to include
multipliers or other leverage factors, or caps or floors, or any combination of those featuresor other similar related features, their market values may be even more volatile than those forsecurities that do not include such features.

4.9

Investors may lose part or all of their investment in any Index-Linked Notes issued.
If, in the case of a particular Tranche of Notes, the relevant Pricing Supplement specifies that
the Notes are Index-Linked Notes or variable redemption amount Notes, there is a risk thatthe investor may lose the value of its entire investment or part of it.

4.10 Risks Relating to Renminbi-Denominated Notes.
Notes denominated in Renminbi (‘‘Renminbi Notes’’) may be issued under the Programme.
Renminbi Notes contain particular risks for potential investors.

— 58 —

4.11 Renminbi is not completely freely convertible; there are significant restrictions on theremittance of Renminbi into and outside the PRC which may adversely affect theliquidity of Renminbi Notes.
Renminbi is not completely freely convertible at present. The PRC Government continues toregulate conversion between Renminbi and foreign currencies, including the Hong Kong
dollar, despite the significant reduction in control by the PRC Government in recent years
over trade transactions involving import and export of goods and services as well as otherfrequent routine foreign exchange transactions. These transactions are known as current
account items. However, remittance of Renminbi by foreign investors into the PRC for the
purposes of capital account items, such as capital contributions, is generally only permitted
upon obtaining specific approvals from, or completing specific registrations or filings with,the relevant authorities on a case-by-case basis and is subject to a strict monitoring system.
Regulations in the PRC on the remittance of Renminbi into the PRC for settlement of capital
account items are developing gradually.
Although starting from October 1, 2016, the Renminbi has been added to the Special
Drawing Rights basket created by the International Monetary Fund, there can be no assurance
that the PRC Government will continue to gradually liberalise control over cross-border
Renminbi remittances in the future, that any pilot scheme for Renminbi cross-borderutilisation will not be discontinued or that new PRC regulations will not be promulgated in
the future which have the effect of restricting the remittance of Renminbi into or outside the
PRC. In the event that the Group is not able to repatriate funds outside the PRC in Renminbi,
the Issuer or the Guarantor will need to source Renminbi offshore to finance their respective
obligations under Renminbi Notes, and its ability to do so will be subject to the overall
availability of Renminbi outside the PRC and the ability of the Issuer or the Guarantor tosource Renminbi to finance their respective obligations under Notes denominated inRenminbi.
4.12 There is only limited availability of Renminbi outside the PRC, which may affect theliquidity of Renminbi Notes and the Issuer’s and the Guarantor’s ability to source
Renminbi outside the PRC to service such Renminbi Notes.
As a result of the restrictions by the PRC Government on cross-border Renminbi fund flows,
the availability of Renminbi outside the PRC is limited. While PBOC has establishedRenminbi clearing and settlement mechanisms for participating banks in Hong Kong, Macau,
Singapore and Taiwan through settlement agreements on the clearing of Renminbi businesswith a number of financial institutions in a number of financial centres and cities (the‘‘Renminbi Clearing Banks’’), and has also established Renminbi clearing and settlement
mechanisms in several other countries and regions, the current size of Renminbi denominatedfinancial assets outside the PRC is limited.
The Renminbi Clearing Banks only have access to onshore liquidity support from PBOC for
the purpose of squaring open positions of participating banks for limited types of transactions
and are not obliged to square for participating banks any open positions resulting from otherforeign exchange transactions or conversion services. In such cases, the participating banks
will need to source Renminbi outside the PRC to square such open positions. Although it isexpected that the offshore Renminbi market will continue to grow in depth and size, its
growth is subject to many constraints as a result of PRC laws and regulations on foreign— 59 —

exchange. There can be no assurance that new PRC regulations will not be promulgated or
the Settlement Agreement will not be terminated or amended in the future which will havethe effect of restricting availability of Renminbi offshore. The limited availability ofRenminbi outside the PRC may affect the liquidity of Renminbi Notes. To the extent theIssuer is required to source Renminbi in the offshore market to service Renminbi Notes, there
can be no assurance that the Issuer will be able to source such Renminbi on satisfactoryterms, if at all.
4.13 Investment in Renminbi Notes is subject to exchange rate risks.
The value of the Renminbi against the US dollar and other foreign currencies fluctuates andis affected by changes in the PRC, by international political and economic conditions and by
many other factors. All payments of interest and principal will be made with respect toRenminbi Notes in Renminbi. If an investor measures its investment returns by reference to a
currency other than Renminbi, an investment in the Renminbi Notes entails foreign exchange
related risks, including possible significant changes in the value of Renminbi relative to thecurrency by reference to which an investor measures its investment returns. Depreciation of
the Renminbi against such currency could cause a decrease in the effective yield of theRenminbi Notes below their stated coupon rates and could result in a loss when the return on
the Renminbi Notes is translated into such currency. In August 2015, the PBOC changed theway it calculates the mid-point price of the Renminbi against the US dollar, requiring themarket-makers who submit reference rates to the PBOC to consider the previous day’s
closing spot rate, demand and supply of foreign exchange as well as changes in major
currency rates. This change, and other changes such as widening the trading band that may
be implemented, may increase volatility in the value of the Renminbi against foreign
currencies. In addition, there may be tax consequences for investors as a result of any foreign
currency gains resulting from any investment in Renminbi Notes.
4.14 Investment in Renminbi Notes is subject to interest rate risks.
The PRC Government has gradually liberalised its regulation of interest rates in recent years.
Further liberalisation may increase interest rate volatility. In addition, the interest rate for
Renminbi in markets outside the PRC may significantly deviate from the interest rate for
Renminbi in the PRC as a result of foreign exchange controls imposed by PRC law andregulations and prevailing market conditions.
As Renminbi Notes may carry a fixed interest rate, the trading price of the Renminbi Notes
will consequently vary with the fluctuations in the Renminbi interest rates. If holders of theRenminbi Notes propose to sell their Renminbi Notes before their maturity, they may receive
an offer lower than the amount they have invested.
4.15 Payments in respect of Renminbi Notes will only be made to investors in the manner
specified in such Renminbi Notes.
All payments to investors in respect of Renminbi Notes will be made solely by (i) whenRenminbi Notes are represented by Global Notes or Global Certificates held with a common
depository for Euroclear and Clearstream, Luxembourg or a sub-custodian for the CMU or
any alternative clearing system, transfer to a Renminbi bank account maintained in Hong
Kong in accordance with prevailing rules and procedures of the relevant clearing system, or— 60 —

(ii) when Renminbi Notes are in definitive form, transfer to a Renminbi bank accountmaintained in Hong Kong in accordance with prevailing rules and regulations. The Issuer and
the Guarantor cannot be required to make payment by any other means (including in any
other currency or in bank notes, by cheque or draft or by transfer to a bank account in the
PRC).
4.16 Remittance of proceeds into or outside of the PRC in Renminbi is restricted.
In the event that the Group decides to remit some or all of the proceeds into the PRC in
Renminbi, its ability to do so will be subject to obtaining all necessary approvals from, and/or registration or filing with, the relevant PRC Government authorities. However, there canbe no assurance that the necessary approvals from, and/or registration or filing with, therelevant PRC Government authorities will be obtained at all or, if obtained, they will not be
revoked or amended in the future.
There can be no assurance that the PRC Government will continue to gradually liberalise thecontrol over cross-border Renminbi remittances in the future, that the pilot schemes
introduced will not be discontinued or that new PRC regulations will not be promulgated in
the future which have the effect of restricting or eliminating the remittance of Renminbi intoor outside the PRC. In the event that the some or all of the proceeds are remitted into the
PRC in Renminbi and the Issuer or the Guarantor subsequently is not able to repatriate funds
outside the PRC in Renminbi, it will need to source Renminbi outside the PRC to finance its
obligations under the Renminbi Notes, and its ability to do so will be subject to the overall
availability of Renminbi outside the PRC.
5.

RISKS RELATING TO FINANCIAL INFORMATION
Historical consolidated financial information of the Group may not be comparable to its
previous or subsequent financial information, and may not be indicative of its current or
future results of operations.
The historical consolidated financial information of the Group included in this Offering Circular is
not indicative of its future financial results and is sometimes adjusted or restated to address
subsequent changes in accounting standards, accounting policies or applicable laws and regulations
with retrospective impact on the Guarantor’s financial reporting or to reflect the comments
provided by the Guarantor’s independent auditor during the course of their audit or review insubsequent financial periods. In addition, the form of presentation of consolidated financial
information is sometimes amended by way of combination, reclassification and/or re-naming ofline items for the purposes of better reflecting the underlying nature of, and allowing a more
understandable presentation of, the Group’s financial information. In addition, the Group’s future
results of operations may change materially if its future growth does not follow the historical
trends for various reasons, including factors beyond its control, such as changes in economic
environment, accounting rules and regulations and the domestic and international competitive
landscape of the industries in which the Group operates its business. For the reasons stated above,
historical consolidated financial information of the Group may not be indicative of its current or
future results of operations.

— 61 —EXCHANGE RATEHONG KONG
The Hong Kong dollar is freely convertible into the U.S. dollar. Since 1983, the Hong Kong dollar has
been linked to the U.S. dollar. Under existing Hong Kong law, there are no foreign exchange controls orother laws, decrees or regulations that affect the remittance of payments to U.S. residents. The Basic
Law of the Hong Kong Special Administrative Region of the PRC, which came into effect on 1 July
1997, provides that no foreign exchange control policies may be applied in Hong Kong.
Although the market exchange rate of the Hong Kong dollar against the U.S. dollar was and continues
to be determined by forces of supply and demand in the foreign exchange market, between 1983 andMay 2005 Hong Kong maintained a fixed rate system which fixed the rate of exchange to HK$7.80 per
U.S. dollar (the ‘‘Linked Exchange Rate System’’). However, in May 2005, the Hong Kong Monetary
Authority broadened the 22-year trading band from the original rate of HK$7.80 per U.S. dollar to a
new range varying between HK$7.75 per U.S. dollar and HK$7.85 per U.S. dollar. The Hong Kong
government has indicated its intention to maintain the Linked Exchange Rate System. The Hong Kong
government has also stated that it has no intention of imposing exchange controls and that the Hong
Kong dollar will remain freely convertible into other currencies, including the U.S. dollar. However, noassurance can be given that the Hong Kong government will maintain the trading band at HK$7.75 to
HK$7.85 per U.S. dollar or at all. As a result of the Linked Exchange Rate System, exchange rates
between the Hong Kong dollar and other currencies are influenced by the value of the U.S. dollar.
The following table sets forth the noon buying rates as set forth in the H.10 statistical release of theFederal Reserve Board for and as at the periods indicated.
Exchange Rate
PeriodPeriod end

Average(1)

High

Low

(HKD per U.S.$1.00)

2015 . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . .
2023
January . . . . . . . . . . . .
February . . . . . . . . . . .
March . . . . . . . . . . . . .
April . . . . . . . . . . . . . .
May (through 12 May2023) . . . . . . . . . . . .

7.75077.75347.81287.83057.78947.75347.79967.80157.75197.76197.79507.8376
7.83357.75627.77277.83247.7686
7.82707.82677.84997.84997.79517.80347.85037.74957.75057.75407.8043
7.78507.74987.75157.76107.83847.84907.84997.84987.8204
7.8471
7.84877.8496

7.83847.84997.84997.84997.80427.84127.8414
7.84757.8426

7.84457.84997.8298Note:(1)

Calculated by averaging the rates on the last business day of each month during the relevant year, except for monthly
average rates, which were calculated by averaging the daily rates during such month or part thereof.

— 62 —

USE OF PROCEEDSThe net proceeds from each issue of the Notes will be used for our working capital and general
corporate purposes or to refinance our existing indebtedness. If, in respect of any particular issue, there
is a particular identified use of proceeds, this will be stated in the applicable Pricing Supplement.

— 63 —CAPITALISATION AND INDEBTEDNESSThe following table sets forth the Company’s consolidated capitalisation and indebtedness as of 31
December 2022. The following table should be read in conjunction with the Company’s Consolidated
Financial Statements and related notes included elsewhere in this Offering Circular.
As of
31 December 2022
US$’000

Short-term borrowings
Private placement notes issued to the parent company . . . . . . . . . . . . . . . . . . . .
Short term borrowings from fellow subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .
Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term financing instruments payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,058,666
799,995
1,377,532
175,404

Total short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,411,597

Long-term borrowings
Long term borrowings from a fellow subsidiary . . . . . . . . . . . . . . . . . . . . . . . .
Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt instrument issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

498,41322,874
299,869

Total long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

821,156

Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,232,753

EquityShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

839,059(123,695)
742,23153,052

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,510,647

Total capitalisation (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,743,400

Note:
(1)

Equals the sum of total borrowings plus total equity.

There have been no material changes in the Company’s consolidated capitalisation or indebtedness since
31 December 2022.

— 64 —

FORM OF PRICING SUPPLEMENTThe Pricing Supplement that will be issued in respect of each Tranche will be substantially in thefollowing form, duly supplemented if (necessary), amended (if necessary) and completed to reflect theparticular terms of the relevant Notes and their issue.
[MiFID II product governance/Professional investors and ECPs only target market — Solely forthe purposes of [the/each] manufacturer’s product approval process, the target market assessment inrespect of the Notes has led to the conclusion that: (i) the target market for the Notes 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 Notes to eligible counterparties andprofessional clients are appropriate. Any person subsequently offering, selling or recommending theNotes (a ‘‘distributor’’) should take into consideration the manufacturer[‘s/s’] target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer[‘s/s’] target market
assessment) and determining appropriate distribution channels.][UK MiFIR product governance/Professional investors and ECPs only target market — Solely forthe purposes of [the/each] manufacturer’s product approval process, the target market assessment inrespect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (‘‘COBS’’), andprofessional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law byvirtue of the European Union (Withdrawal) Act 2018 (‘‘UK MiFIR’’); and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a ‘‘distributor’’) should take into
consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to the
FCA Handbook Product Intervention and Product Governance Sourcebook (the ‘‘UK MiFIR ProductGovernance Rules’’) is responsible for undertaking its own target market assessment in respect of theNotes (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining
appropriate distribution channels.]
PRIIPs REGULATION — PROHIBITION OF SALES TO EEA RETAIL INVESTORS — The
Notes are not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the European Economic Area (‘‘EEA’’). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point(11) of Article 4(1) of Directive 2014/65/EU (as amended, ‘‘MiFID II’’); (ii) a customer within themeaning of Directive (EU) 2016/97 (as amended, the ‘‘Insurance Distribution Directive’’), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;[or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the ‘‘Prospectus
Regulation’’)]. Consequently no key information document required by Regulation (EU) No 1286/2014(as amended, the ‘‘PRIIPs Regulation’’) for offering or selling the Notes or otherwise making themavailable to retail investors in the EEA has been prepared and therefore offering or selling the Notes orotherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
UK PRIIPs REGULATION — PROHIBITION OF SALES TO UK RETAIL INVESTORS — The
Notes are not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the United Kingdom (‘‘UK’’). For these purposes, aretail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of— 65 —

Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (‘‘EUWA’’); (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (the ‘‘FSMA’’) and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part ofdomestic law by virtue of the EUWA; or [(iii) not a qualified investor as defined in Article 2 ofRegulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the ‘‘UK
Prospectus Regulation’’).] Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the ‘‘UK PRIIPs Regulation’’) for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retailinvestor in the UK may be unlawful under the UK PRIIPs Regulation.
[Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore — In
connection with Section 309B of the Securities and Futures Act 2001 of Singapore (the ‘‘SFA’’) and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the ‘‘CMP
Regulations 2018’’), the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA), that the Notes are [prescribed capital markets products]/[capital markets
products other than prescribed capital markets products] (as defined in the CMP Regulations 2018) and[are] [Excluded]/[Specified] Investment Products (as defined in MAS Notice SFA 04-N12: Notice on theSale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment
Products.)] 1[The following language applies if the Notes are to be listed on The Stock Exchange of Hong Kong
Limited.
This document is for distribution to professional investors (as defined in Chapter 37 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘HKSE’’))(‘‘Professional Investors’’) only.
Notice to Hong Kong Investors: Each of the Issuer and the Guarantor confirms that the Notes areintended for purchase by Professional Investors only and will be listed on the HKSE on that basis.
Accordingly, each of the Issuer and the Guarantor confirms that the Notes are not appropriate as aninvestment for retail investors in Hong Kong. Investors should carefully consider the risks involved.
The HKSE has not reviewed the contents of this document, other than to ensure that theprescribed form disclaimer and responsibility statements, and a statement limiting distribution ofthis document to Professional Investors only have been reproduced in this document. Listing of theProgramme and the Notes on the HKSE is not to be taken as an indication of the commercial
merits or credit quality of the Programme, the Notes or the Issuer, the Guarantor or the Group or
quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the HKSE
take no responsibility for the contents of this document, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from or inreliance upon the whole or any part of the contents of this document.

1

For any Notes to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Notes pursuant to
Section 309B of the SFA prior to the launch of the offer.

— 66 —

This document includes particulars given in compliance with the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information withregard to the Issuer, the Guarantor or the Group. Each of the Issuer and the Guarantor accepts full
responsibility for the accuracy of the information contained in this document and confirms, having madeall reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omissionof which would make any statement herein misleading.][Date]CSI MTN Limited
Legal entity identifier (LEI): 2549008F29JNGIBO2O60
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
Guaranteed by CITIC Securities International Company Limited 中信証券國際有限公司
under its U.S.$3,000,000,000
Guaranteed Medium Term Note ProgrammeThis document constitutes the Pricing Supplement relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditionsof the Notes (the ‘‘Conditions’’) set forth in the Offering Circular dated [date] (the ‘‘Offering
Circular’’) [and the Supplemental Offering Circular dated [date]]. This Pricing Supplement contains the
final terms of the Notes and must be read in conjunction with such Offering Circular [as so
supplemented]. Full information on the Issuer, the Guarantor and the offer of the Notes is only available
on the basis of the combination of the Offering Circular[, the Supplemental Offering Circular dated[date]] and this Pricing Supplement.
[The following alternative language applies if the first tranche of an issue which is being increased wasissued under an Offering Circular with an earlier date.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditionsof the Notes (the ‘‘Conditions’’) set forth in the Offering Circular dated [original date]. This Pricing
Supplement contains the final terms of the Notes and must be read in conjunction with the Offering
Circular dated [original date] [and the Supplemental Offering Circular dated [date]], save in respect of
the Conditions which are extracted from the Offering Circular dated [original date] and are attachedhereto. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on thebasis of the combination of the Offering Circular[, the Supplemental Offering Circular dated [date]] andthis Pricing Supplement][Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the
numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual
paragraphs or sub-paragraphs. Italics denote directions for completing the Pricing Supplement.]— 67 —

[If the Notes have a maturity of less than one year from the date of their issue, the minimum
denomination may need to be £100,000 or its equivalent in any other currency.]
1.

2.

(i)

Issuer:

CSI MTN Limited(ii)

Guarantor:

CITIC Securities International
Limited 中信証券國際有限公司(i)

Series Number:

[.]

(ii)

Tranche Number:[.] (If fungible with an existing Series, detailsof that Series, including the date on which theNotes become fungible)

Company(iii) Date on which the Notes will beconsolidated and form a single Series:

The Notes will be consolidated and form asingle Series with [identify earlier Tranches] on[the Issue Date/exchange of the Temporary
Global Note for interests in the Permanent
Global Note, as referred to in paragraph 25
below, which is expected to occur on or about[date]]/[Not Applicable]

3.

Specified Currency or Currencies:

[.]

4.

Aggregate Nominal Amount:

5.

(i)

Series:[.](ii)

Tranche:[.](i)

Issue Price:[.] per cent. of the Aggregate Nominal Amount[plus accrued interest from [insert date] (in thecase of fungible issues only, if applicable)](ii)[Net proceeds:[.]] [Delete for unlisted issuances.]— 68 —

6.

7.

(i)

Specified Denominations: 2, 3

[.]

(ii)

Calculation Amount 4 :

[.]

(i)

Issue Date:

[.]

(ii)

Interest Commencement Date:[specify/Issue Date/Not Applicable]

8.

Maturity Date:[Fixed rate — specify date/Floating rate —Interest Payment Date falling in or nearest to[specify month]] 59.

Interest Basis:[[.] per cent. Fixed Rate][[Specify reference rate] +/– [.] per cent.
Floating Rate][Zero Coupon][Index Linked Interest][Dual Currency Interest][specify other](further particulars specified below)

10.

Redemption/Payment Basis:[Redemption at par][Index Linked Redemption][Dual Currency Redemption][Partly Paid][Instalment][specify other]

11.

Change of Interest Basis or Redemption/
Payment Basis:[Specify details of any provision for change ofNotes into another Interest Basis or
Redemption/Payment Basis][Not Applicable]

2

Notes (including Notes denominated in sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the
United Kingdom or whose issue otherwise constitutes a contravention of section 19 of the FSMA and which have a maturity ofless than one year and must have a minimum redemption value of £100,000 (or its equivalent in other currencies).

3

If the specified denomination is expressed to be €100,000 or its equivalent and multiples of a lower principal amount (forexample €1,000), insert the additional wording as follows: €100,000 and integral multiples of €1,000 in excess thereof up to andincluding €199,000. No notes in definitive form will be issued with a denomination above €199,000.

4

The applicable Calculation Amount will be (i) if there is only one Specified Denomination, the Specified Denomination of therelevant Notes or (ii) if there are several Specified Denominations or the circumstances referred to in Note 3 apply (e.g.
Specified Denominations of €100,000 and multiples of €1,000), the highest common factor of those Specified Denominations(note: there must be a common factor in the case of two or more Specified Denominations).

5

Note that for Renminbi and Hong Kong dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject tomodification it will be necessary to use the second option here.

— 69 —

12.

Put/Call Options:[Call Option][Put Option][(further particulars specified below)]

13.

Date of [Board] approval for issuance of Notes
and Guarantee obtained:

Issuer’s Board Resolutions dated [.] [andGuarantor’s Board Resolutions dated [.],
respectively](N.B. Only relevant where Board (or similar)
authorisation is required for the particular
tranche of Notes or related Guarantee)

14.

Listing:[The Stock Exchange of Hong Kong Limited/
specify other/None] (For Notes to be listed on
the HKSE, insert the expected effective listingdate of the Notes)

15.

Method of distribution:[Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.

6

Fixed Rate Note Provisions[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)Rate[(s)] of Interest:[.] per cent. per annum [payable [annually/semi-annually/quarterly/other(specify)]
inarrear](ii)

Interest Payment Date(s):[.] in each year 6 [adjusted in accordance with[specify Business Day Convention and any
applicable Business Centre(s) for the definitionof ‘‘Business Day’’]/not adjusted](N.B.: This will need to be amended in the caseof long or short coupons)

Note that for certain Renminbi or Hong Kong dollar denominated Fixed Rate Notes the Interest Payment Dates are subject tomodification and the following words should be added: ‘‘provided that if any Interest Payment Date falls on a day which is not
a Business Day, the Interest Payment Date will be the next succeeding Business Day unless it would thereby fall in the next
calendar month in which event the Interest Payment Date shall be brought forward to the immediately preceding Business Day.’’— 70 —

17.

(iii) Fixed Coupon Amount(s):(Applicable to Notes in definitive form)[.] per Calculation Amount7(iv) Broken Amount(s):(Applicable to Notes in definitive form)[.] per Calculation Amount, payable on theInterest Payment Date falling [in/on] [.](v)[30/360 or Actual/Actual-ISDA or Actual/
Actual-ICMA or Actual/365 (Fixed) 8 or
[specify other]]

Day Count Fraction:(vi) Determination Date(s):[.] in each year
[Insert regular interest payment dates, ignoring
issue date or maturity date in the case of along or short first or last coupon](N.B.: This will need to be amended in the caseof regular interest payment dates which are notof equal duration)(N.B.: Only relevant where Day Count
Fraction is Actual/Actual-ICMA)(vii) Other terms relating to the method of
calculating interest for Fixed Rate Notes:[None/Give details]

Floating Rate Note Provisions[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)Interest Period(s):[[.] [, subject to adjustment in accordance with
the Business Day Convention set out in (v)below/, not subject to any adjustment, as theBusiness Day Convention in (v) below is
specified to be Not Applicable]](ii)

Specified Interest Payment Dates:[[.] in each year[, subject to adjustment inaccordance with the Business Day Convention
set out in (v) below/, not subject to any
adjustment[, as the Business Day Conventionin (v) below is specified to be Not
Applicable]]]7

For Renminbi or Hong Kong dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject to modification
the following alternative wording is appropriate: ‘‘Each Fixed Coupon Amount shall be calculated by multiplying the product of
the Rate of Interest and the Calculation Amount by the Day Count Fraction and rounding the resultant figure to the nearest
CNY0.01, CNY0.005 being rounded upwards in the case of Renminbi denominated Fixed Rate Notes and to the nearest
HK$0.01, HK$0.005 for the case of Hong Kong dollar denominated Fixed Rate Notes, being rounded upwards.’’

8

Applicable to Hong Kong dollar denominated Fixed Rate Notes and Renminbi denominated Fixed Rate Notes.

— 71 —

(iii) Interest Period Date:[As per the Conditions]/[.][in each year [,subject to adjustment in accordance with theBusiness Day Convention set out in (v) below/,
not subject to any adjustment[, as the Business
Day Convention in (v) below is specified to be
Not Applicable]]] (Not applicable unlessdifferent from Interest Payment Date)(iv) First Interest Payment Date:

[.]

(v)

[Floating Rate Business Day Convention/
Following Business Day Convention/Modified
Following Business Day Convention/Preceding
Business Day Convention/[specify other] [NotApplicable]]Business Day Convention:(vi) Business Centre(s):[.](vii) Manner in which the Rate(s) of Interestand Interest Amount is/are to be
determined:[Screen Rate Determination/Screen Rate
Determination (SOFR)/ISDA Determination/other (give details)](viii) Party responsible for calculating the Rate(s)of Interest and/or Interest Amount(s) (if not
the Issuing and Paying Agent):[.](ix) Screen Rate Determination (Condition
5(b)(iii)(B)):—

Reference Rate:[.](EURIBOR, HIBOR, CNH HIBOR or other,although additional information is required ifother — including fallback provisions in the
Agency Agreement)—Interest Determination Date(s):[.]—Relevant Screen Page:[.](In the case of EURIBOR, if not Reuters
EURIBOR01 ensure it is a page which shows acomposite rate or amend the fallback
provisions appropriately)— 72 —

(x)Screen Rate Determination (SOFR)(Condition 5(b)(iii)(C)):—

Reference Rate:

SOFR Benchmark — [Simple SOFR Average/
Compounded Daily SOFR/SOFR Compounded
Index]—

Compounded Daily SOFR Method:[Not Applicable/SOFR Observation Lag/SOFR
Observation Shift/SOFR Payment Delay/SOFR
Lockout — used for Compounded Daily SOFR
only]

—

Interest Determination Date(s):[The [.] U.S. Government Securities BusinessDay prior to the last day of each Interest
Accrual Period — only applicable in the caseof Simple SOFR Average/SOFR Observation
Lag/SOFR Observation Shift/SOFR Lockout/
SOFR Compounded Index][The Interest Period Date at the end of each
Interest Period, provided that the Interest
Determination Date with respect to the final
Interest Accrual Period will be the U.S.
Government
Securities
BusinessDay
immediately following the relevant SOFR Rate
Cut-Off Date — only applicable in the case of
SOFR Payment Delay]—

Lookback Days:[[.] U.S. Government Securities Business Days
— used for SOFR Lag only]/[Not Applicable]—

SOFR Observation Shift Days:[[.] U.S. Government Securities Business Days
— used for the SOFR Observation Shift or
SOFR
CompoundedIndexonly]/[NotApplicable]—

SOFR Rate Cut-Off Date:[The date falling [.] Business Days prior to theend of each Interest Accrual Period, theMaturity Date or the date fixed for redemption,
as applicable — used for only Simple SOFR
Average (if applicable), Compounded Daily
SOFR (if applicable) — SOFR Payment Delayor SOFR Lockout only]/[Not Applicable]—

Interest Payment Delay Days:[.] Business Days — used for SOFR Payment
Delay only]/[Not Applicable]— 73 —

(xi) ISDA Determination (Condition
5(b)(iii)(A)):

18.

—

Floating Rate Option:[.]—

Designated Maturity:[.]/[Not Applicable]—

Reset Date:[.]—

ISDA Definitions: (if different fromthose set out in the Conditions)[.]—

ISDA Benchmarks Supplement:[Applicable/Not Applicable](xii) Linear Interpolation:[Not Applicable/Applicable — the Rate ofInterest for the [long/short] [first/last] Interest
Accrual Period shall be calculated using Linear
Interpolation (specify for each short or longinterest period)](xiii) Margin(s):[+/–] [.] per cent. per annum(xiv) Minimum Rate of Interest:[.] per cent. per annum(xv) Maximum Rate of Interest:[.] per cent. per annum(xvi) Day Count Fraction:[.](xvii) Fallback provisions, rounding provisions
and any other terms relating to themethod of calculating interest on Floating
Rate Notes, if different from those set out
in the Conditions:[Benchmark Event/Benchmark Event (SOFR)/
specify if fallback provisions different fromthose set out in the Conditions]

Zero Coupon Note Provisions[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Amortisation Yield:[.] per cent. per annum(ii)

Day Count Fraction:[.](iii) Any other formula/basis of determining
amount payable:— 74 —

[.]

19.

20.

Index Linked Interest Note Provisions[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Index/Formula:[give or annex details](ii)

Party responsible for calculating the Rateof Interest and Interest Amount (if not theIssuing and Paying Agent):[.](iii) Provisions for determining Coupon where
calculation by reference to Index and/or
Formula is impossible or impracticable:[need to include a description of market
disruption or settlement disruption events andadjustment provisions](iv) Interest Period(s)

[.]

(v)

[.]

Specified Interest Payment Dates:(vi) Business Day Convention:[Floating Rate Business Day Convention/
Following Business Day Convention/Modified
Following Business Day Convention/Preceding
Business Day Convention/specify other](vii) Business Centre(s):[.](viii) Minimum Rate of Interest:[.] per cent. per annum(ix) Maximum Rate of Interest:[.] per cent. per annum

(x)

[.]

Day Count Fraction:

Dual Currency Interest Note Provisions[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Rate of Exchange/Method of calculating
Rate of Exchange:[give or annex details](ii)

Party, if any, responsible for calculating
the principal and/or interest due (if not
the Issuing and Paying Agent):[.]— 75 —

(iii) Provisions applicable where calculation
by reference to Rate of Exchange
impossible or impracticable:[need to include a description of market
disruption or settlement disruption events andadjustment provisions](iv) Person at whose option Specified
Currency(ies) is/are payable:[.]

PROVISIONS RELATING TO REDEMPTION
21.

Call Option[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Optional Redemption Date(s):

[.]

(ii)

Optional Redemption Amount andmethod, if any, of calculation of suchamount(s):[[.] per Calculation Amount/specify other/see
Appendix](iii) If redeemable in part:

22.

[.]

(a)

Minimum Redemption Amount:

[.]

(b)

Maximum Redemption Amount:[.](iv) Notice period (if other than as set out in
the Conditions):[.](N.B. If setting notice periods which are
different to those provided in the Conditions,the Issuer is advised to consider thepracticalities of distribution of information
through intermediaries, for example, clearing
systems and custodians, as well as any othernotice requirements which may apply, forexample, as between the Issuer and the Issuingand Paying Agent or the Trustee)

Put Option[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Optional Redemption Date(s):

[.]

(ii)

Optional Redemption Amount andmethod, if any, of calculation of suchamount(s):[[.] per Calculation Amount/specify other/see
Appendix]— 76 —

(iii) Notice period (if other than as set out in
the Conditions):[.](N.B. If setting notice periods which are
different to those provided in the Conditions,the Issuer is advised to consider thepracticalities of distribution of information
through intermediaries, for example, clearing
systems and custodians, as well as any othernotice requirements which may apply, forexample, as between the Issuer and the Issuingand Paying Agent or the Trustee)

23.

Final Redemption Amount of each Note:[[.] per Calculation Amount/specify other/see
Appendix]

24.

Early Redemption Amount payable on
redemption for taxation reasons or on event ofdefault or other early redemption and/or the
method of calculating the same (if required or
if different from that set out in the Conditions):[[.] per Calculation Amount/specify other/see
Appendix]

GENERAL PROVISIONS APPLICABLE TO THE NOTES
25.

Form of Notes:[Bearer Notes:[Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeableforDefinitive
Notes
in
the
limitedcircumstances specified in the Permanent
Global Note][Temporary Global Note exchangeable forDefinitive Notes on [.] days’ notice][Permanent Global Note exchangeable forDefinitive Notes in the limited circumstances
specified in the Permanent Global Note]][Registered Notes:
Global Certificate exchangeable for Individual
Note Certificates in the limited circumstances
described in the Global Certificate]

26.

Financial Centre(s) or other special provisions
relating to Payment Dates:— 77 —[Not Applicable/give details](Note that this paragraph relates to the placeof payment and not Interest Period end dates
to which sub-paragraphs 16(ii), 17(vi) and19(vii) relate)27.

Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):[Yes/No. If yes, give details]

28.

Details relating to Partly Paid Notes: amount ofeach payment comprising the Issue Price anddate on which each payment is to be made andconsequences of failure to pay, including any
right of the Issuer to forfeit the Notes andinterest due on late payment:[Not Applicable/give details. N.B.: a new formof Temporary Global Note and/or Permanent
Global Note may be required for Partly Paid
issues]29.

Details relating to Instalment Notes:[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Instalment Amount(s):[Not Applicable/give details](ii)

Instalment Date(s):[Not Applicable/give details](iii) Minimum Instalment Amount:[.](iv) Maximum Instalment Amount:

[.]

30.

Redenomination applicable:

Redenomination [not] applicable[(If Redenomination is applicable, specify theapplicable Day Count Fraction and any
provisions necessary to deal with floating rateinterest calculation (including alternativereference rates))]

31.

Consolidation provisions:[Not Applicable]/[The provisions annexed tothis Pricing Supplement apply]

32.

Other terms or special conditions:[Not Applicable/give details]

DISTRIBUTION
33.

(i)

If syndicated, names of Managers:[Not Applicable/give names](ii)

Stabilisation Manager(s) (if any):[Not Applicable/give name]34.

If non-syndicated, name of relevant Dealer:[Not Applicable/give name]

35.

U.S. Selling Restrictions:[Reg. S Category 1/Category 2; TEFRA D/TEFRA C/TEFRA not applicable]

36.

Additional selling restrictions:[Not Applicable/give details]— 78 —

OPERATIONAL INFORMATION37.

Any clearing system(s) other than Euroclear or
Clearstream or the CMU and the relevant
identification number(s):[Not Applicable/give name(s) and number(s)]38.

Delivery:

Delivery [against/free of] payment

39.

Additional Paying Agent(s) (if any):

[.]

40.

(i)

ISIN:

[.]

(ii)

Common Code:[.](iii) (insert here any other relevant codes suchas a CMU instrument number)[.]

GENERAL41.

The aggregate nominal amount of Notes issued
has been translated into U.S. dollars at the rateof [.], producing a sum of (for Notes notdenominated in U.S. dollars):[Not applicable/U.S.$[.]]

42.

Ratings:

The Notes to be issued have [not] been rated:[Moody’s: [.]]
[Fitch: [.]]
[S&P: [.]]
(The above disclosure should reflect the rating
allocated to Notes of the type being issued
under the Programme generally or, where theissue has been specifically rated, that rating)— 79 —

43.

Private Bank Rebate/Commission:[A rebate of [.] bps is being offered by the[Issuer] to all private banks for orders theyplace (other than in relation to Notes
subscribed by such private banks as principal
whereby it is deploying its own balance sheet
for onward selling to investors), payable uponclosing of this offering based on the principal
amount of the Notes distributed by such privatebanks to investors. Private banks are deemed to
be placing an order on a principal basis unlessthey inform the CMIs otherwise. As a result,private banks placing an order on a principal
basis (including those deemed as placing anorder as principal) will not be entitled to, andwill not be paid, the rebate.]/[Not Applicable]

HONG KONG SFC CODE OF CONDUCT
44.

Contact email addresses of the Overall
Coordinators where underlying investor
information in relation to omnibus orders
should be sent:[Include relevant contact email addresses of
the Overall Coordinators where the underlying
investor information should be sent — OCs toprovide]/[Not Applicable]

45.

Marketing and Investor Targeting Strategy:[if different from the programme OC][USE OF PROCEEDS
Give details if different from the ‘‘Use of Proceeds’’ section in the [Offering Circular/Supplemental
Offering Circular].][STABILISATION
In connection with the issue of any Tranche of Notes, one or more of the Managers named as
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in this Pricing
Supplement [provided that [.] shall not be appointed or acting as the Stabilisation Manager] 9 may overallot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) 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 the relevant Tranche of Notes is made and, if begun, may cease at any time, but
it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and
60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalfof any Stabilisation Manager(s)) in accordance with all applicable laws and rules.]9

Include if requested by relevant Manager.

— 80 —

[LISTING APPLICATIONThis Pricing Supplement comprises the final terms required for the issue of Notes described hereinpursuant to the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme of CSI MTN Limited.][MATERIAL ADVERSE CHANGE STATEMENT[Except as disclosed in this document, there/There] has been no significant change in the financial or
trading position of the Issuer or of the Group since [insert date of last audited accounts or interim
accounts (if later)] and no material adverse change in the financial position or prospects of the Issuer orof the Group since [insert date of last published annual accounts].]
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in this Pricing
Supplement.
Signed on behalf of the Issuer:

Signed on behalf of the Guarantor:

By:

By:
Duly authorised

Duly authorised— 81 —

TERMS AND CONDITIONS OF THE NOTESThe following is the text of the terms and conditions that, save for the words in italics and subject tocompletion and amendment and as supplemented or varied in accordance with the provisions of therelevant Pricing Supplement, shall be applicable to the Notes in definitive form (if any) issued in
exchange for the Global Note(s) or the Global Certificate(s) representing each Series. Either (i) the fulltext of these terms and conditions together with the relevant provisions of the Pricing Supplement or (ii)these terms and conditions as so completed, amended, supplemented or varied (and subject tosimplification by the deletion of non-applicable provisions), shall be endorsed on such Bearer Notes oron the Certificates relating to such Registered Notes. All capitalised terms that are not defined in these
Conditions will have the meanings given to them in the relevant Pricing Supplement or, if not defined in
the relevant Pricing Supplement, the Trust Deed. Those definitions will be endorsed on the definitive
Notes or Certificates, as the case may be. References in these Conditions to ‘‘Notes’’ are to the Notes of
one Series only, not to all Notes that may be issued under the Programme.
The Notes are issued by CSI MTN Limited (the ‘‘Issuer’’) and guaranteed by CITIC Securities
International Company Limited 中信証券國際有限公司 (the ‘‘Guarantor’’), and are constituted by atrust deed dated 29 March 2022 (as amended, restated and/or supplemented as at the date of issue of theNotes (the ‘‘Issue Date’’), and as the same may be further amended, restated and/or supplemented fromtime to time thereafter, the ‘‘Trust Deed’’) between the Issuer, the Guarantor and Citicorp International
Limited (the ‘‘Trustee’’, which expression shall, where the context so permits, include all persons forthe time being the trustee or trustees under the Trust Deed) as trustee for the Noteholders (as defined
below). These terms and conditions (the ‘‘Conditions’’) include summaries of, and are subject to, thedetailed provisions of the Trust Deed, which includes the form of the Bearer Notes, Certificates,
Receipts, Coupons and Talons referred to below. An agency agreement dated 29 March 2022 (asamended, restated and/or supplemented as at the Issue Date, and as the same may be further amended,
restated and/or supplemented from time to time thereafter, the ‘‘Agency Agreement’’) has been enteredinto in relation to the Notes between the Issuer, the Guarantor, the Trustee, Citibank, N.A., London
Branch as initial issuing and paying agent, Citicorp International Limited as the CMU lodging andpaying agent for Notes to be held in the Central Moneymarkets Unit Service operated by the Hong Kong
Monetary Authority (the ‘‘CMU’’) and other agents named therein. The issuing and paying agent, theCMU lodging and paying agent, any other paying agents, the registrar, the transfer agent(s) and thecalculation agent(s) for the time being are referred to below respectively as the ‘‘Issuing and Paying
Agent’’, the ‘‘CMU Lodging and Paying Agent’’, the ‘‘Paying Agents’’ (which expression shall
include the Issuing and Paying Agent and the CMU Lodging and Paying Agent), the ‘‘Registrar’’, the‘‘Transfer Agents’’ and the ‘‘Calculation Agent(s)’’ and collectively, the ‘‘Agents’’. For the purposesof these Conditions, all references to the Issuing and Paying Agent shall, with respect to a Series ofNotes to be held in the CMU, be deemed to be a reference to the CMU Lodging and Paying Agent andall such references shall be construed accordingly.
Copies of the Trust Deed and the Agency Agreement are available for inspection at all reasonable times
during usual business hours (being between 9: 00 a.m. and 3: 00 p.m., Hong Kong time, Monday to
Friday other than public holidays) upon prior written request and proof of holding and identity
satisfactory to the Trustee, at the principal office of the Trustee (presently at 20th Floor, Citi Tower,
One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong).
The Noteholders, the holders of the interest coupons (the ‘‘Coupons’’) relating to interest bearing Notes
in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the‘‘Talons’’) (the ‘‘Couponholders’’) and the holders of the receipts (the ‘‘Receiptholders’’) for the— 82 —

payment of instalments of principal (the ‘‘Receipts’’) relating to Notes in bearer form of which theprincipal is payable in instalments are entitled to the benefit of, are bound by, and are deemed to havenotice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions
applicable to them of the Agency Agreement.
As used in these Conditions, ‘‘Tranche’’ means Notes which are identical in all respects, and ‘‘Series’’
means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a)expressed to be consolidated and form a single series with such Tranche of Notes and (b) identical in all
respects (or in all respects except for the Issue Date, the issue price and the first payment of interest onthem).
All capitalised terms that are not defined in these Conditions will have the meanings given to them in
the relevant Pricing Supplement or, if not defined in the relevant Pricing Supplement, the Trust Deed.
1.

FORM, DENOMINATION AND TITLE
The Notes are issued in bearer form (‘‘Bearer Notes’’) or in registered form (‘‘Registered
Notes’’), in each case in the Specified Denomination(s) shown hereon.
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked
Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or aPartly Paid Note, a combination of any of the foregoing or any other kind of Note, depending upon
the Interest and Redemption/Payment Basis shown hereon.
Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon)
attached, save in the case of Zero Coupon Notes in which case references to interest (other than inrelation to interest due after the Maturity Date), Coupons and Talons in these Conditions are notapplicable. Instalment Notes are issued with one or more Receipts attached.
Each Tranche of Bearer Notes will be in bearer form and will be initially issued in the form of atemporary Global Note or, if so specified in the relevant Pricing Supplement, a permanent Global
Note which, in either case, will be delivered on or prior to the original issue date of the Tranche
to either (i) a common depositary (the ‘‘Common Depositary’’) for Euroclear Bank SA/NV(‘‘Euroclear’’) and Clearstream Banking SA (‘‘Clearstream’’); or (ii) a sub-custodian for the
CMU.
Registered Notes are represented by registered certificates (‘‘Certificates’’) and, save as provided
in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by thesame holder.
Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery. Title to theRegistered Notes shall pass by registration in the register that the Issuer shall procure to be kept by
the Registrar in accordance with the provisions of the Agency Agreement (the ‘‘Register’’). Except
as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below)of any Note, Receipt, Coupon or Talon shall be deemed to be and shall be treated as its absolute
owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trustor an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (orthat of the relevant Certificate) and no person shall be liable for so treating the holder.

— 83 —

For so long as any of the Notes are represented by a Global Note or a Global Certificate held on
behalf of Euroclear and/or Clearstream or a sub-custodian for the CMU, each person (other thanEuroclear or Clearstream or the CMU) who is for the time being shown in the records ofEuroclear or Clearstream or the CMU as the holder of a particular nominal amount of such Notes(in which regard any certificate or other document issued by Euroclear or Clearstream or the
CMU as to the nominal amount of such Notes standing to the account of any person shall beconclusive and binding for all purposes) shall be treated by the Issuer, the Guarantor, the Trustee
and the Agents as the holder of such nominal amount of such Notes for all purposes other thanwith respect to the payment of principal or interest on such nominal amount of such Notes, forwhich purpose the bearer of the relevant Global Note or the registered holder of the relevant
Global Certificate shall be treated by the Issuer, the Guarantor, the Trustee and any Agent as theholder of such nominal amount of such Notes in accordance with and subject to the terms of therelevant Global Note or Global Certificate and the expressions ‘‘Noteholder‘‘and ‘‘holder ofNotes‘‘and related expressions shall be construed accordingly. Notwithstanding the above, if aNote (whether in global or definitive form) is held through the CMU, any payment that is made in
respect of such Note shall be made to the person for whose account(s) interests in such Note arecredited as being held with the CMU in accordance with the CMU Rules (as defined in the Agency
Agreement) at the relevant time and payment made in accordance thereof shall discharge theIssuer’s obligations in respect of that payment. In addition, these Conditions are modified bycertain provisions contained in the Global Note or the Global Certificate (as the case may be).
In these Conditions, ‘‘Noteholder’’ means the bearer of any Bearer Note and the Receipts relating
to it or the person in whose name a Registered Note is registered (as the case may be), ‘‘holder’’(in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt,
Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be)
and capitalised terms have the meanings given to them hereon, the absence of any such meaning
indicating that such term is not applicable to the Notes.
2.

NO EXCHANGE OF NOTES AND TRANSFERS OF REGISTERED NOTES AND
CERTIFICATES(a)

No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer
Notes of one Specified Denomination may not be exchanged for Bearer Notes of anotherSpecified Denomination. Bearer Notes may not be exchanged for Registered Notes.

(b)Transfer of Registered Notes: One or more Registered Notes may, subject to Conditions
2(b) and 2(f), be transferred upon the surrender (at the specified office of the Registrar or any
Transfer Agent) of the Certificate representing such Registered Notes to be transferred,
together with the form of transfer endorsed on such Certificate (or another form of transfer
substantially in the same form and containing the same representations and certifications (ifany), unless otherwise agreed by the Issuer), duly completed and executed and any otherevidence as the Registrar or such Transfer Agent may require. In the case of a transfer of part
only of a holding of Registered Notes represented by one Certificate, a new Certificate shallbe issued to the transferee in respect of the part transferred and a further new Certificate inrespect of the balance of the holding not transferred shall be issued to the transferor. In thecase of a transfer of Registered Notes to a person who is already a holder of Registered
Notes, a new Certificate representing the enlarged holding shall only be issued against
surrender of the Certificate representing the existing holding. All transfers of Notes andentries on the Register will be made in accordance with the detailed regulations concerning— 84 —

transfers of Notes scheduled to the Agency Agreement (the ‘‘Regulations’’). The Regulations
may be changed by the Issuer, with the prior written approval of the Registrar and theTrustee, or by the Registrar, with the prior written approval of the Trustee. A copy of thecurrent Regulations will be made available by the Registrar to any Noteholder at allreasonable times during usual business hours (being between 9: 00 a.m. and 3: 00 p.m.,
Hong Kong time, Monday to Friday other than public holidays) upon prior written request
and proof of holding and identity satisfactory to the Registrar.
Transfers of interests in the Notes evidenced by Global Certificates will be effected inaccordance with the rules of the relevant clearing systems.
(c)Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case ofan exercise of an Issuer’s or Noteholders’ option in respect of, or a partial redemption of, aholding of Registered Notes represented by a single Certificate, a new Certificate shall be
issued to the holder to reflect the exercise of such option or in respect of the balance of theholding not redeemed. In the case of a partial exercise of an option resulting in Registered
Notes of the same holding having different terms, separate Certificates shall be issued in
respect of those Registered Notes of that holding that have the same terms. New Certificatesshall only be issued against surrender of the existing Certificates to the Registrar or any
Transfer Agent.

(d)Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2(b)or 2(c) shall be available for delivery within seven business days of receipt of a duly
completed form of transfer, Put Exercise Notice (as defined in Condition 6(d)) or Exercise
Notice (as defined in Condition 6(f)) and surrender of the Certificate for exchange. Deliveryof the new Certificate(s) shall be made at the specified office of any Transfer Agent or of theRegistrar (as the case may be) to whom delivery or surrender of such form of transfer, Put
Exercise Notice, Exercise Notice or Certificate shall have been made or, at the option of theholder making such delivery or surrender as aforesaid and as specified in the relevant form oftransfer, Put Exercise Notice, Exercise Notice or otherwise in writing, be mailed by uninsured
post at the risk of the holder entitled to the new Certificate (but free of charge to the holder
and at the Issuer’s expense) to such address as may be so specified, unless such holder
requests otherwise and pays in advance to the relevant Transfer Agent or the Registrar (as thecase may be) the costs of such other method of delivery and/or such insurance as it may
specify. In this Condition 2(d), ‘‘business day’’ means a day, other than a Saturday, aSunday or a public holiday, on which commercial banks are generally open for business inthe place of the specified office of the relevant Transfer Agent or the Registrar (as the casemay be).

(e)Transfers Free of Charge: Transfers of Registered Notes and Certificates on registration,transfer, exercise of an option or partial redemption shall be effected without charge by or on
behalf of the Issuer, the Registrar or any Transfer Agent, but upon (i) payment by therelevant Noteholder of any tax, duties or other governmental charges that may be imposed inrelation to it (or the giving of such indemnity and/or security and/or prefunding as theRegistrar or the relevant Transfer Agent may require); (ii) the Registrar or the relevant
Transfer Agent being satisfied in its absolute discretion with the documents of title oridentity of the person making the application and (iii) the Registrar or the relevant Agentbeing satisfied that the Regulations have been complied with.

— 85 —

(f)

3.

4.

Closed Periods: No Noteholder may require the transfer of a Registered Note to beregistered (i) during the period of 15 days ending on (and including) the due date forredemption of, or payment of any Instalment Amount in respect of, that Note, (ii) after the
exercise of the put option in Condition 6(d), (iii) after the exercise of the put option in
Condition 6(f), (iv) during the period of 15 days prior to any date on which Notes may becalled for redemption by the Issuer at its option pursuant to Condition 6(c) or Condition 6(e),(v) after any such Note has been called for redemption or (v) during the period of seven days
ending on (and including) any Record Date (as defined in Condition 7(c)(ii)).

GUARANTEE AND STATUS(a)

Status of Notes: The Notes and any Receipts and Coupons relating to them constitute direct,
unsubordinated, unconditional and (subject to Condition 4(c)) unsecured obligations of theIssuer and shall at all times rank pari passu and without any preference among themselves.
The payment obligations of the Issuer under the Notes and the Receipts and the Coupons
relating to them shall, save for such exceptions as may be provided by applicable law andsubject to Condition 4(c), at all times rank at least equally with all other present and future
unsecured and unsubordinated obligations of the Issuer.

(b)

Guarantee: The Guarantor has in the Trust Deed unconditionally and irrevocably guaranteed
the due payment of all sums expressed to be payable by the Issuer under the Trust Deed, theNotes and, if applicable, the Receipts and the Coupons (the ‘‘Guarantee’’). The payment
obligations of the Guarantor under the Guarantee shall, save for such exceptions as may beprovided by applicable law and subject to Condition 4(c), at all times rank at least equallywith all other present and future unsecured and unsubordinated obligations of the Guarantor.

NEGATIVE PLEDGE AND OTHER COVENANTS(a)

Limitations on the Issuer
So long as any Note remains outstanding (as defined in the Trust Deed), the Issuer
undertakes not to, and the Guarantor undertakes to cause the Issuer not to, conduct any
business or any activities other than:(i)

the issue of the Notes or other bonds or notes which are, or are capable of being listed,
quoted or traded on any stock exchange or in any securities market (including, without
limitation, any over-the-counter market) outside the People’s Republic of China (for the
purposes hereof, not including the Hong Kong and Macau Special Administrative
Regions or Taiwan) (the ‘‘PRC’’) (without regard, however, to whether or not such
instruments are sold through public offerings or private placements) and the lending of
the proceeds thereof to the Guarantor or any of the Guarantor’s Subsidiaries andaffiliates and any other activities reasonably incidental thereto as necessary inconnection therewith (which shall for the avoidance of doubt include creating or
permitting to exist any Security subject to Condition 4(c)(i) below) (the activities
described in this Condition 4(a)(i), the ‘‘Permitted Activities’’); and(ii)

to establish or to allow to exist any Subsidiary of the Issuer which conducts any of thePermitted Activities set out in sub-paragraph (i) above.

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So long as any Note remains outstanding (as defined in the Trust Deed), the Issuer willremain 100%, directly or indirectly, owned by the Guarantor and all of the outstanding sharesof the Issuer will be free and clear of any security interest claim, lien or encumbrance.
(b)

Financial Statements and Compliance Certificate
For so long as any Note or Coupon remains outstanding (as defined in the Trust Deed):

(c)

(i)

the Guarantor shall send to the Trustee, as soon as practicable after their date of
publication and in any event not more than 180 days after the end of each financial
year, a softcopy of the audited annual consolidated financial statements prepared inaccordance with Hong Kong Financial Reporting Standards (‘‘HKFRS’’) (audited by aninternationally recognised firm of independent accountants) of the Guarantor and its
Subsidiaries (the ‘‘Guarantor Audited Financial Statements’’) and if such statements
shall be in the Chinese language, together with an English translation of the sametranslated by (A) an internationally recognised firm of accountants or (B) a professionaltranslation service provider and checked by an internationally recognised firm ofaccountants, together in each case with a certificate signed by an Authorised Signatoryof the Guarantor certifying that such translation is complete and accurate, provided that
if at any time the capital stock of the Guarantor is listed for trading on any stock
exchange, the Guarantor may deliver to the Trustee, as soon as they are available but inany event not more than 14 calendar days after any financial or other reports of the
Guarantor are filed with the relevant stock exchange on which the Guarantor’s capitalstock is at such time listed for trading, a true and correct copy of any financial or otherreport filed with such stock exchange in lieu of the Guarantor Audited Financial
Reports and if such financial reports shall be in the Chinese language, together with an
English translation of the same translated by (x) an internationally recognised firm ofaccountants or (y) a professional translation service provider and checked by aninternationally recognised firm of accountants; and(ii)

the Guarantor shall send to the Trustee a Compliance Certificate (on which the Trustee
may rely conclusively as to such compliance and shall not be liable to any Noteholder
or any other person for such reliance) within (A) 180 days after the end of the
Guarantor’s financial year (being 31 December of each year); and (B) 14 days of any
request therefor from the Trustee.

Negative Pledge:
So long as any Note or Coupon remains outstanding (as defined in the Trust Deed),(i)the Issuer shall not, and shall procure that none of its Subsidiaries will, create or permit
to exist any Security upon any of its property or assets, now owned or hereafter
acquired, to secure any Relevant Indebtedness or to secure any guarantee or indemnity
in respect of such Relevant Indebtedness of any Person, without, in any such case,making effective provision whereby the Notes and the Coupons issued by the Issuer
will be secured either (a) at least equally and rateably with such Relevant Indebtedness(or any guarantee or indemnity in respect of such Relevant Indebtedness) or (b) by suchother Security as may be approved by an Extraordinary Resolution (as defined in the
Trust Deed) of the Noteholders; and— 87 —

(ii)the Guarantor shall not, and shall procure that none of its Subsidiaries (other than any
Subsidiary, the common shares of which are listed for trading on any recognised stock
exchange, to the extent that the property or assets of such Subsidiary (or any Subsidiaryof such Subsidiary) do not secure any Relevant Indebtedness and do not secure any
guarantee or indemnity in respect of such Relevant Indebtedness outside the PRC of any
Person other than itself or any of its Subsidiaries) will, create or permit to exist any
Security upon any of its property or assets, at any time, with a book value exceeding
7.5% of the Consolidated Total Assets in the aggregate, now owned or hereafter
acquired, to secure any Relevant Indebtedness (or any guarantee or indemnity in respectof such Relevant Indebtedness) outside the PRC of any Person without, in any suchcase, making effective provision whereby the Notes and the Coupons issued by theIssuer will be secured either (a) at least equally and rateably with such Relevant
Indebtedness (or any guarantee or indemnity in respect of such Relevant Indebtedness)or (b) by such other Security as may be approved by an Extraordinary Resolution of the
Noteholders.

(d)Trustee Reliance: The Trustee shall be entitled to conclusively rely on or act in reliance on
any certificate, notice or document received by it as contemplated in this Condition 4 as
sufficient evidence of the facts and/or matters stated therein and shall not be liable to any
Noteholder and/or Couponholder or any other person for so doing.

(e)

In these Conditions:‘‘Compliance Certificate’’ means a certificate of the Guarantor (on behalf of itself and theIssuer) in English in the form scheduled to the Trust Deed signed by an Authorised Signatoryof the Guarantor that, having made all reasonable enquiries, to the best knowledge,
information and belief of the Guarantor (on behalf of itself and the Issuer), as at a date (the‘‘Certification Date’’) not more than five days before the date of the certificate that:(i)no Event of Default or Potential Event of Default (as defined in the Trust Deed) had
occurred since the Certification Date of the last such certificate or (if none) the date of
the Trust Deed or, if such an event had occurred, giving details of it; and(ii)

each of the Issuer and the Guarantor has complied with all of their respective covenants
and obligations under the Trust Deed and the Notes or, if non-compliance had occurred,giving details of it;‘‘Consolidated Total Assets’’ means, as of any date, the consolidated total assets less thesum of (i) cash held on behalf of customers and (ii) customers’ refundable deposits of the
Guarantor, each measured in accordance with HKFRS as of the balance sheet date of themost recent Guarantor Audited Financial Statements published by the Guarantor under
Condition 4(b)(i);a ‘‘Person’’ means any state-owned enterprise, individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organisation, limited liability
company, government or any agency or political subdivision thereof or any other entity;‘‘Rating Agency’’ means (i) Standard & Poor’s Rating Services, a part of McGraw Hill
Financial, and its affiliates; or (ii) Moody’s Investors Service, Inc. and its affiliates;— 88 —

‘‘Relevant Indebtedness’’ of any Person means any present or future indebtedness that is in
the form of, or represented or evidenced by, any bonds, notes, debentures, debenture stocks,
loan stock certificates or other securities, which are, or intended to be, quoted, listed or dealt
in or traded on any stock exchange or over-the-counter market or other securities market andhas a final maturity of one year or more from its date of incurrence or issuance;‘‘Security’’ means any mortgage, charge, pledge, lien or other security interest; and‘‘Subsidiary’’ of any Person means (a) any company or other business entity of which that
Person owns or controls (either directly or through one or more other Subsidiaries) more than
50 per cent. of the issued share capital or other ownership interest having ordinary voting
power to elect directors, managers or trustees of such company or other business entity, or(b) any company or other business entity which at any time has its accounts consolidatedwith those of that Person or which, under the laws, regulations or generally accepted
accounting principles of the jurisdiction of incorporation of such person from time to time,should have its accounts consolidated with those of that Person.
5.

INTEREST AND OTHER CALCULATIONS
The amount payable in respect of the aggregate nominal amount of Notes represented by a Global
Certificate or a Global Note (as the case may be) shall be made in accordance with the methods ofcalculation provided for in the Conditions and the relevant Pricing Supplement, save that thecalculation is made in respect of the total aggregate amount of the Notes represented by a Global
Certificate or a Global Note (as the case may be), together with such other sums and additionalamounts (if any) as may be payable under the Conditions.
(a)Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding
nominal amount from and including the Interest Commencement Date at the rate per annum(expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear
on each Interest Payment Date. The amount of interest payable shall be determined inaccordance with Condition 5(h).

(b)

Interest on Floating Rate Notes and Index Linked Interest Notes:(i)Interest Payment Dates: Each Floating Rate Note and Index Linked Interest Notebears interest on its outstanding nominal amount from and including the Interest
Commencement Date at the rate per annum (expressed as a percentage) equal to theRate of Interest, such interest being payable in arrear on each Interest Payment Date.
The amount of interest payable shall be determined in accordance with Condition 5(h).
Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment
Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, ‘‘Interest
Payment Date’’ shall mean each date which falls the number of months or other period
shown hereon as the Interest Period after the preceding Interest Payment Date or, in thecase of the first Interest Payment Date, after the Interest Commencement Date.

— 89 —

(ii)Business Day Convention: If any date referred to in these Conditions that is specified
to be subject to adjustment in accordance with a Business Day Convention would
otherwise fall on a day that is not a Business Day, then, if the Business Day
Convention specified is (A) the Floating Rate Business Day Convention, such date shallbe postponed to the next day that is a Business Day unless it would thereby fall into thenext calendar month, in which event (x) such date shall be brought forward to theimmediately preceding Business Day and (y) each subsequent such date shall be the lastBusiness Day of the month in which such date would have fallen had it not been
subject to adjustment, (B) the Following Business Day Convention, such date shall be
postponed to the next day that is a Business Day, (C) the Modified Following Business
Day Convention, such date shall be postponed to the next day that is a Business Day
unless it would thereby fall into the next calendar month, in which event such date shallbe brought forward to the immediately preceding Business Day or (D) the Preceding
Business Day Convention, such date shall be brought forward to the immediately
preceding Business Day.

(iii) Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating
Rate Notes for each Interest Accrual Period shall be determined in the manner specified
hereon and the provisions below relating to any of ISDA Determination, Screen Rate
Determination or Linear Interpolation shall apply, depending upon which is specified
hereon.
(A) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified hereon as the manner in which the Rate ofInterest is to be determined, the Rate of Interest for each Interest Accrual Period
shall be determined by the Calculation Agent as a rate equal to the relevant ISDA
Rate. For the purposes of this sub-paragraph (A), ‘‘ISDA Rate’’ for an Interest
Accrual Period means, unless otherwise specified hereon, a rate equal to the
Floating Rate that would be determined by the Calculation Agent under a Swap
Transaction under the terms of an agreement incorporating the ISDA Definitions
and under which:(x)

the Floating Rate Option is as specified hereon;(y)

the Designated Maturity is a period specified hereon; and(z)

the relevant Reset Date is the first day of that Interest Accrual Period unlessotherwise specified hereon.

For the purposes of this sub-paragraph (A), ‘‘Floating Rate’’, ‘‘Calculation
Agent’’, ‘‘Floating Rate Option’’, ‘‘Designated Maturity’’, ‘‘Reset Date’’ and‘‘Swap Transaction’’ have the meanings given to those terms in the ISDA
Definitions.

— 90 —

(B)Screen Rate Determination for Floating Rate Notes (other than Floating Rate
Notes which specify the Reference Rate as SOFR)(x)

Where Screen Rate Determination is specified hereon as the manner in which
the Rate of Interest is to be determined, and unless the Reference Rate inrespect of the relevant Series of Floating Rate Notes is specified hereon as
being ‘‘SOFR’’, the Rate of Interest for each Interest Accrual Period will,
subject as provided below, be either:(1)

the offered quotation; or(2)

the arithmetic mean of the offered quotations,(expressed as a percentage rate per annum) for the Reference Rate whichappears or appear, as the case may be, on the Relevant Screen Page as at
either 11.00 a.m. (Brussels time in the case of EURIBOR or Hong Kongtime in the case of HIBOR) or 11.15 a.m. (Hong Kong time) or if, at or
around that time it is notified that the fixing will be published at 2.30 p.m.
(Hong Kong time), then as of 2.30 p.m. (in the case of CNH HIBOR) on theInterest Determination Date in question as determined by the Calculation
Agent. If five or more of such offered quotations are available on the
Relevant Screen Page, the highest (or, if there is more than one such highest
quotation, one only of such quotations) and the lowest (or, if there is morethan one such lowest quotation, one only of such quotations) shall be
disregarded by the Calculation Agent for the purpose of determining thearithmetic mean of such offered quotations.
If the Reference Rate from time to time in respect of Floating Rate Notes is
specified hereon as being other than EURIBOR or HIBOR or CNH HIBOR,
the Rate of Interest in respect of such Notes will be determined as provided
hereon.
(y)

if the Relevant Screen Page is not available or if, sub-paragraph (x)(l) above
applies and no such offered quotation appears on the Relevant Screen Pageor if sub-paragraph (x)(2) above applies and fewer than three such offeredquotations appear on the Relevant Screen Page in each case as at the time
specified above, subject as provided below, the Calculation Agent shallpromptly inform the Issuer and the Issuer shall use its best endeavours to
appoint an Independent Investment Bank and procure such Independent
Investment Bank to request, if the Reference Rate is EURIBOR, theprincipal Euro-zone office of each of the Reference Banks or, if theReference Rate is HIBOR or CNH HIBOR, the principal Hong Kong officeof each of the Reference Banks, each to provide the Independent Investment
Bank and the Calculation Agent with its offered quotation (expressed as apercentage rate per annum) for the Reference Rate, if the Reference Rate is
EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference
Rate is HIBOR or CNH HIBOR, at approximately 11.00 a.m. (Hong Kongtime) on the Interest Determination Date in question. If two or more of theReference Banks provide the Independent Investment Bank and the— 91 —

Calculation Agent with such offered quotations, the Rate of Interest for such
Interest Accrual Period shall be the arithmetic mean of such offeredquotations as determined by the Calculation Agent; and(z)

if paragraph (y) above applies and the Independent Investment Bank and the
Calculation Agent have received quotations from fewer than two Reference
Banks, subject as provided below, the Rate of Interest shall be the arithmetic
mean of the rates per annum (expressed as a percentage) as communicated at
the request of the Independent Investment Bank to the Independent
Investment Bank and the Calculation Agent by the Reference Banks or any
two or more of them, at which such banks were offered, if the Reference
Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if theReference Rate is HIBOR or CNH HIBOR, at approximately 11.00 a.m.
(Hong Kong time) on the relevant Interest Determination Date, deposits in
the Specified Currency for a period equal to that which would have beenused for the Reference Rate by leading banks in, if the Reference Rate is
EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is
HIBOR or CNH HIBOR, the Hong Kong inter-bank market, as the case may
be, or, if fewer than two of the Reference Banks provide the Independent
Investment Bank and the Calculation Agent with such offered rates, theoffered rate for deposits in the Specified Currency for a period equal to thatwhich would have been used for the Reference Rate, or the arithmetic meanof the offered rates for deposits in the Specified Currency for a period equal
to that which would have been used for the Reference Rate, at which, if theReference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time)or, if the Reference Rate is HIBOR or CNH HIBOR, at approximately 11.00
a.m. (Hong Kong time) on the relevant Interest Determination Date, any one
or more banks (which bank or banks is or are in the opinion of the
Independent Investment Bank suitable for such purpose) informs the
Independent Investment Bank and the Calculation Agent it is quoting toleading banks in, if the Reference Rate is EURIBOR, the Euro-zone interbank market, or, if the Reference Rate is HIBOR or CNH HIBOR, the Hong
Kong inter-bank market, as the case may be, provided that, if the Rate ofInterest cannot be determined in accordance with the foregoing provisions of
this paragraph, the Rate of Interest shall be determined as at the last
preceding Interest Determination Date (though substituting, where a different
Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be
applied to the relevant Interest Accrual Period from that which applied to thelast preceding Interest Accrual Period, the Margin or Maximum Rate ofInterest or Minimum Rate of Interest relating to the relevant Interest Accrual
Period, in place of the Margin or Maximum Rate of Interest or Minimum
Rate of Interest relating to that last preceding Interest Accrual Period).
For the purposes of this Condition 5(b)(iii)(B), ‘‘Independent Investment
Bank’’ means an independent financial institution of international repute oran independent financial adviser with appropriate expertise (which shall not
be the Calculation Agent unless the Calculation Agent expressly agrees toact as such in relation to a specific issue or Series of Notes) appointed by— 92 —

(and at the expense of) the Issuer for the purposes of this Condition
5(b)(iii)(B) and notified in writing by the Issuer to the Calculation Agent andthe Trustee.
(C) Screen Rate Determination for Floating Rate Notes where the Reference Rate is
specified as being SOFR Benchmark
If Screen Rate Determination is specified hereon as the manner in which the Rateof Interest is to be determined where the Reference Rate is SOFR Benchmark, theRate of Interest applicable to the Floating Rate Notes for each Interest Accrual
Period will, subject as provided below, be equal to the sum of the relevant SOFR
Benchmark plus or minus (as specified hereon) the Margin (if any), all as
determined by the Calculation Agent on the relevant Interest Determination Date.
The ‘‘SOFR Benchmark’’ will be determined based on Simple SOFR Average,
Compounded Daily SOFR or SOFR Compounded Index (as specified hereon), as
follows (subject in each case to Condition 5(b)(v)):(x)

If Simple SOFR Average (‘‘Simple SOFR Average’’) is specified hereon as
the manner in which the SOFR Benchmark will be determined, the SOFR
Benchmark for each Interest Accrual Period shall be the arithmetic mean of
the SOFR reference rates for each day during such Interest Accrual Period,as calculated by the Calculation Agent, and where, if applicable and as
specified hereon, the SOFR reference rate on the SOFR Rate Cut-Off Dateshall be used for the days in the relevant Interest Accrual Period from (andincluding) the SOFR Rate Cut-Off Date to (but excluding) the last day ofthat Interest Accrual Period.

(y)

If Compounded Daily SOFR (‘‘Compounded Daily SOFR’’) is specified
hereon as the manner in which the SOFR Benchmark will be determined, the
SOFR Benchmark for each Interest Accrual Period shall be equal to thecompounded average of daily SOFR reference rates for each day during therelevant Interest Accrual Period (where SOFR Observation Lag, SOFR
Payment Delay or SOFR Lockout is specified as applicable hereon todetermine Compounded Daily SOFR) or the SOFR Observation Period(where SOFR Observation Shift is specified as applicable hereon todetermine Compounded Daily SOFR).
Compounded Daily SOFR shall be calculated by the Calculation Agent inaccordance with one of the formulas referenced below depending uponwhich is specified as applicable hereon:i.

SOFR Observation Lag:

— 93 —

with the resulting percentage being rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point (with 0.000005 per cent.
being rounded upwards) (e.g., 9.876541 per cent. (or 0.09876541)
being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545
per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or0.0987655)) and where:‘‘SOFRi-xUSBD ’’ for any U.S. Government Securities Business Day(i) in
the relevant Interest Accrual Period, is equal to the SOFR reference
rate for the U.S. Government Securities Business Day falling thenumber of Lookback Days prior to that U.S. Government Securities
Business Day (i);‘‘Lookback Days’’ means such number of U.S. Government Securities
Business Days as specified hereon;‘‘d’’ means the number of calendar days in the relevant Interest Accrual
Period;‘‘d 0’’ for any Interest Accrual Period, means the number of U.S.
Government Securities Business Days in the relevant Interest Accrual
Period;‘‘i’’ means a series of whole numbers ascending from one to do, each
representing the relevant U.S. Government Securities Business Day inchronological order from (and including) the first U.S. Government
Securities Business Day in the relevant Interest Accrual Period (each, a‘‘U.S. Government Securities Business Day(i)’’); and‘‘n i ’’ for any U.S. Government Securities Business Day(i), means thenumber of calendar days from (and including) such U.S. Government
Securities Business Day(i) up to (but excluding) the following U.S.
Government Securities Business Day.
ii.

SOFR Observation Shift:with the resulting percentage being rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point (with 0.000005 per cent.
being rounded upwards) (e.g., 9.876541 per cent. (or 0.09876541)
being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545
per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or0.0987655)) and where:‘‘SOFRi ’’ for any U.S. Government Securities Business Day(i) in therelevant SOFR Observation Period, is equal to the SOFR reference rate
for that U.S. Government Securities Business Day(i);— 94 —

‘‘SOFR Observation Period’’ means, in respect of an Interest Accrual
Period, the period from (and including) the date falling the number of
SOFR Observation Shift Days prior to the first day of such Interest
Accrual Period to (but excluding) the date falling the number of SOFR
Observation Shift Days prior to the Interest Period Date of such
Interest Accrual Period;‘‘SOFR Observation Shift Days’’ means the number of U.S.
Government Securities Business Days as specified hereon;‘‘d’’ means the number of calendar days in the relevant SOFR
Observation Period;‘‘d 0’’ for any SOFR Observation Period, means the number of U.S.
Government Securities Business Days in the relevant SOFR
Observation Period;‘‘i’’ means a series of whole numbers ascending from one to do, each
representing the relevant U.S. Government Securities Business Day inchronological order from (and including) the first U.S. Government
Securities Business Day in the relevant SOFR Observation Period(each, a ‘‘U.S. Government Securities Business Day(i)’’); and‘‘n i ’’ for any U.S. Government Securities Business Day(i), means thenumber of calendar days from (and including) such U.S. Government
Securities Business Day(i) up to (but excluding) the following U.S.
Government Securities Business Day.
iii.

SOFR Payment Delay:with the resulting percentage being rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point (with 0.000005 per cent.
being rounded upwards) (e.g., 9.876541 per cent. (or 0.09876541)
being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545
per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or0.0987655)) and where:‘‘SOFRi ’’ for any U.S. Government Securities Business Day(i) in therelevant Interest Accrual Period, is equal to the SOFR reference rate
for that U.S. Government Securities Business Day(i);‘‘Interest Payment Date’’ shall be the number of Interest Payment
Delay Days following each Interest Period Date; provided that theInterest Payment Date with respect to the final Interest Accrual Period
will be the Maturity Date or the relevant date for redemption, as
applicable;— 95 —

‘‘Interest Payment Delay Days’’ means the number of Business Days
as specified hereon;‘‘d’’ means the number of calendar days in the relevant Interest Accrual
Period;‘‘d 0’’ for any Interest Accrual Period, means the number of U.S.
Government Securities Business Days in the relevant Interest Accrual
Period;‘‘i’’ means a series of whole numbers ascending from one to do, each
representing the relevant U.S. Government Securities Business Day inchronological order from (and including) the first U.S. Government
Securities Business Day in the relevant Interest Accrual Period (each, a‘‘U.S. Government Securities Business Day(i)’’); and‘‘n i ’’ for any U.S. Government Securities Business Day(i), means thenumber of calendar days from (and including) such U.S. Government
Securities Business Day(i) up to (but excluding) the following U.S.
Government Securities Business Day.
For the purposes of calculating Compounded Daily SOFR with respect
to the final Interest Accrual Period where SOFR Payment Delay is
specified hereon, the SOFR reference rate for each U.S. Government
Securities Business Day in the period from (and including) the SOFR
Rate Cut-Off Date to (but excluding) the Maturity Date or the relevant
Optional Redemption Date, as applicable, shall be the SOFR reference
rate in respect of such SOFR Rate Cut-Off Date.
iv.

SOFR Lockout:

with the resulting percentage being rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point (with 0.000005 per cent.
being rounded upwards) (e.g., 9.876541 per cent. (or 0.09876541)
being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545
per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or0.0987655)) and where:‘‘SOFRi ’’ for any U.S. Government Securities Business Day(i) in therelevant Interest Accrual Period, is equal to the SOFR reference rate
for that U.S. Government Securities Business Day(i) except that the
SOFR for any U.S. Government Securities Business Day(i) in respectof the period from (and including) the SOFR Rate Cut-Off Date to (butexcluding) the last day of such Interest Accrual Period shall be the
SOFR reference rate in respect of such SOFR Rate Cut-Off Date;— 96 —

‘‘d’’ means the number of calendar days in the relevant Interest Accrual
Period;‘‘d 0’’ for any Interest Accrual Period, means the number of U.S.
Government Securities Business Days in the relevant Interest Accrual
Period;‘‘i’’ means a series of whole numbers ascending from one to do,
representing each relevant U.S. Government Securities Business Day
from (and including) the first U.S. Government Securities Business
Day in the relevant Interest Accrual Period (each, a ‘‘U.S. Government
Securities Business Day(i)’’); and‘‘n i ’’ for any U.S. Government Securities Business Day(i), means thenumber of calendar days from (and including) such U.S. Government
Securities Business Day(i) up to (but excluding) the following U.S.
Government Securities Business Day.
The following defined terms shall have the meanings set out below for purpose ofConditions 5(b)(iii)(C)(x) and 5(b)(iii)(C)(y):‘‘Bloomberg Screen SOFRRATE Page’’ means the Bloomberg screen designated‘‘SOFRRATE’’ or any successor page or service;‘‘Reuters Page USDSOFR=’’ means the‘‘USDSOFR=‘‘or any successor page or service;

Reuters

page

designated‘‘SOFR’’ means, with respect to any U.S. Government Securities Business Day,the reference rate determined by the Calculation Agent in accordance with thefollowing provision:(i)

the Secured Overnight Financing Rate published at the SOFR Determination
Time as such reference rate is reported on the Bloomberg Screen
SOFRRATE Page; the Secured Overnight Financing Rate published at the
SOFR Determination Time as such reference rate is reported on the Reuters
Page USDSOFR=; or the Secured Overnight Financing Rate published at the
SOFR Determination Time on the SOFR Administrator’s Website and in theevent of any inconsistency between any of these published rates, the rateshall be the published rate as selected by the Calculation Agent;(ii)

if the reference rate specified in (i) above does not appear and a SOFR
Benchmark Transition Event and its related SOFR Benchmark Replacement
Date have not occurred, the SOFR reference rate shall be the reference rate
published on the SOFR Administrator’s Website for the first preceding U.S.
Government Securities Business Day for which SOFR was published on the
SOFR Administrator’s Website; or— 97 —

(iii) if the reference rate specified in (i) above does not appear and a SOFR
Benchmark Transition Event and its related SOFR Benchmark Replacement
Date have occurred, the provisions set forth in Condition 5(b)(v) shall apply;‘‘SOFR Determination Time’’ means approximately 3:00 p.m. (New York Citytime) on the immediately following the relevant U.S. Government Securities
Business Day.
(z)

If SOFR Compounded Index (‘‘SOFR Compounded Index’’) is specified as
applicable hereon, the SOFR Benchmark for each Interest Accrual Period
shall be equal to the compounded average of daily SOFR reference rates foreach day during the relevant SOFR Observation Period as calculated by the
Calculation Agent as follows:with the resulting percentage being rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (with 0.000005 per cent. being
rounded upwards) (e.g., 9.876541 per cent. (or 0.09876541) being rounded
down to 9.87654 per cent. (or 0.0987654) and 9.876545 per cent. (or0.09876545) being rounded up to 9.87655 per cent. (or 0.0987655)) andwhere:‘‘SOFR Index’’, with respect to any U.S. Government Securities Business
Day, means the SOFR Index value as published on the SOFR
Administrator’s Website at the SOFR Index Determination Time on such
U.S. Government Securities Business Day, provided that if such SOFR Index
value is not available and:(i)

if a SOFR Benchmark Transition Event and its related SOFR
Benchmark Replacement Date have not occurred, the ‘‘SOFR
Compounded Index’’ shall be calculated on any Interest
Determination Date with respect to an Interest Accrual Period, in
accordance with the Compounded Daily SOFR formula describedabove in Condition 5(b)(iii)(C)(y)ii (SOFR Observation Shift); or(ii)

if a SOFR Benchmark Transition Event and its related SOFR
Benchmark Replacement Date have occurred, the provisions set forthin Condition 5(b)(v) shall apply;‘‘SOFR IndexEnd’’ means, in respect of an Interest Accrual Period, the
SOFR Index value on the date that is SOFR Observation Shift Days prior to
the Interest Period Date for such Interest Accrual Period (or in the final
Interest Accrual Period, the Maturity Date);‘‘SOFR IndexStart’’ means, in respect of an Interest Accrual Period, the
SOFR Index value on the date that is SOFR Observation Shift Days prior to
the first date of such Interest Accrual Period;— 98 —

‘‘SOFR Index Determination Time’’ means, in relation to any U.S.
Government Securities Business Day, approximately 3: 00 p.m. (New York
City time) on such U.S. Government Securities Business Day;‘‘SOFR Observation Period’’ means, in respect of an Interest Accrual
Period, the period from (and including) the date falling the number of SOFR
Observation Shift Days prior to the first day of such Interest Accrual Periodto (but excluding) the date falling the number of SOFR Observation ShiftDays prior to the Interest Period Date for such Interest Accrual Period;‘‘SOFR Observation Shift Days’’ means the number of U.S. Government
Securities Business Days as specified hereon; and‘‘dc ’’ means the number of calendar days in the applicable SOFR
Observation Period.
If the Notes become due and payable in accordance with Condition 10, the final
Interest Determination Date shall, notwithstanding any Interest Determination Datespecified hereon, be deemed to be the date on which the Notes became due andpayable and the Rate of Interest on the Notes shall, for so long as the Notes
remain outstanding, be that determined on such date.
The following defined terms shall have the meanings set out below for purpose ofthis Condition 5(b)(iii)(C):‘‘SOFR Administrator’s Website’’ means the website of the Federal Reserve
Bank of New York (currently, being https://www.newyorkfed.org/markets/reference-rates/sofr-averages-and-index), or any successor source;‘‘SOFR Benchmark Replacement Date’’ means the date of occurrence of a
Benchmark Event with respect to the then-current Benchmark;‘‘SOFR Benchmark Transition Event’’ means the occurrence of a Benchmark
Event with respect to the then-current Benchmark;‘‘SOFR Rate Cut-Off Date’’ has the meaning given hereon; and‘‘U.S. Government Securities Business Day’’ or ‘‘USBD’’ means any day except
for a Saturday, a Sunday or a day on which the Securities Industry and Financial
Markets Association recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in U.S. government
securities.

— 99 —

(iv) Benchmark Replacement for Floating Rate Notes (other than Floating Rate Notes
which specify the Reference Rate as SOFR): In addition, notwithstanding theprovisions of this Condition 5(b), if the Issuer determines that a Benchmark Event has
occurred in relation to the relevant Reference Rate specified hereon when any Rate ofInterest (or any component part thereof) remains to be determined by reference to such
Reference Rate, then the following provisions shall apply:(A) Independent Adviser
If a Benchmark Event occurs in relation to an Original Reference Rate when any
Rate of Interest (or any component part thereof) remains to be determined byreference to such Original Reference Rate the Issuer shall use its reasonableendeavours to appoint an Independent Adviser, as soon as reasonably practicable,
to determine a Successor Rate, failing which an Alternative Rate (in accordancewith Condition 5(b)(iv)(B)) and, in either case, an Adjustment Spread if any (inaccordance with Condition 5(b)(iv)(C)) and any Benchmark Amendments (inaccordance with Condition 5(b)(iv)(D)). In making such determination, theIndependent Adviser appointed pursuant to this Condition 5(b)(iv)(A) shall act ingood faith and in a commercially reasonable manner as an expert, and in
consultation with the Issuer. In the absence of bad faith or fraud, the Independent
Adviser shall have no liability whatsoever to the Issuer, the Guarantor, theTrustee, the Paying Agents, the Noteholders, the Receiptholders or the
Couponholders for any determination made by it, pursuant to this Condition
5(b)(iv).
If (1) the Issuer is unable to appoint an Independent Adviser; or (2) the
Independent Adviser appointed by it fails to determine a Successor Rate or, failingwhich, an Alternative Rate in accordance with this Condition 5(b)(iv) prior to thedate which is 10 business days prior to the relevant Interest Determination Date,the Rate of Interest applicable to the next succeeding Interest Accrual Period shallbe equal to the Rate of Interest last determined in relation to the Notes in respectof the immediately preceding Interest Accrual Period. If there has not been a first
Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest
determined using the Original Reference Rate last displayed prior to the relevantInterest Determination Date. Where a different Margin or Maximum Rate ofInterest or Minimum Rate of Interest is to be applied to the relevant Interest
Accrual Period from that which applied to the last preceding Interest Accrual
Period, the Margin or Maximum or Minimum Rate of Interest relating to therelevant Interest Accrual Period shall be substituted in place of the Margin or
Maximum or Minimum Rate of Interest relating to that last preceding Interest
Accrual Period. For the avoidance of doubt, this paragraph shall apply to therelevant next succeeding Interest Accrual Period only and any subsequent Interest
Accrual Periods are subject to the subsequent operation of, and to adjustment asprovided in, the first paragraph of this Condition 5(b)(iv).

— 100 —

(B)Successor Rate or Alternative Rate
If the Independent Adviser, determines that:

(C)

(1)

there is a Successor Rate, then such Successor Rate and the applicable
Adjustment Spread shall subsequently be used in place of the Original
Reference Rate to determine the Rate of Interest (or the relevant component
part thereof) for all future payments of interest on the Notes (subject to theoperation of this Condition 5(b)(iv)); or(2)

there is no Successor Rate but that there is an Alternative Rate, then such
Alternative Rate and the applicable Adjustment Spread shall subsequently be
used in place of the Original Reference Rate to determine the Rate ofInterest (or the relevant component part thereof) for all future payments ofinterest on the Notes (subject to the operation of this Condition 5(b)(iv)).

Adjustment Spread
The Adjustment Spread (or the formula or methodology for determining the
Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate(as the case may be). If the Independent Adviser is unable to determine thequantum of, or a formula or methodology for determining, such Adjustment
Spread, then the Successor Rate or Alternative Rate (as applicable) will apply
without an Adjustment Spread.

(D) Benchmark Amendments
If any Successor Rate or Alternative Rate and, in either case, the applicable
Adjustment Spread is determined in accordance with this Condition 5(b)(iv) andthe Independent Adviser, in consultation with the Issuer, determines (1) thatamendments to these Conditions, the Trust Deed and/or the Agency Agreement arenecessary to ensure the proper operation of such Successor Rate or Alternative
Rate and/or (in either case) the applicable Adjustment Spread (such amendments,
the ‘‘Benchmark Amendments’’) and (2) the terms of the Benchmark
Amendments, then the Issuer shall, subject to giving notice thereof in accordancewith Condition 5(b)(iv)(E), without any requirement for the consent or approval of
Noteholders, vary these Conditions, the Trust Deed and/or the Agency Agreement
to give effect to such Benchmark Amendments with effect from the date specified
in such notice.
At the request of the Issuer, but subject to receipt by the Trustee of a certificate
signed by an Authorised Signatory of the Issuer pursuant to Condition 5(b)(iv)(E),
the Trustee shall (at the expense of the Issuer, failing whom the Guarantor),
without any requirement for the consent or approval of the Noteholders, beobliged to concur with the Issuer in effecting any Benchmark Amendments(including, inter alia, by the execution of a deed supplemental to or amending theTrust Deed), provided that the Trustee shall not be obliged so to concur if in theopinion of the Trustee doing so would impose more onerous obligations upon it or
expose it to any additional duties, responsibilities or liabilities or reduce or amend— 101 —

the protective provisions afforded to the Trustee in these Conditions or the Trust
Deed (including, for the avoidance of doubt, any supplemental trust deed) in any
way.
Notwithstanding any other provision of this Condition 5(b)(iv), the Calculation
Agent or any Paying Agent is not obliged to concur with the Issuer or the
Independent Adviser in respect of any changes or amendments as contemplated
under this Condition 5(b)(iv) to which, in the sole opinion of the Calculation
Agent or the relevant Paying Agent, as the case may be, would impose more
onerous obligations upon it or expose it to any additional duties, responsibilities
or liabilities or reduce or amend the protective provisions afforded to the
Calculation Agent or the relevant Paying Agent (as applicable) in the Agency
Agreement and/or these Conditions.
In connection with any such variation in accordance with this Condition 5(b)(iv),
the Issuer shall comply with the rules of any stock exchange on which the Notes
are for the time being listed or admitted to trading.
(E)

Notices, etc.
Any Successor Rate, Alternative Rate, Adjustment Spread and the specific termsof any Benchmark Amendments determined under this Condition 5(b)(iv) will be
notified at least 10 business days prior to the relevant Interest Determination Dateby the Issuer to the Trustee, the Calculation Agent, the Paying Agents and theNoteholders, in accordance with Condition 16. Such notice shall be irrevocableand shall specify the effective date of the Benchmark Amendments, if any.
No later than notifying the Noteholders of the same, the Issuer shall deliver to theTrustee, the Calculation Agent and the Paying Agents a certificate signed by an
Authorised Signatory of the Issuer:(1)

confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rateor, as the case may be, the Alternative Rate, (iii) the applicable Adjustment
Spread and (iv) the specific terms of the Benchmark Amendments (if any),in each case as determined in accordance with the provisions of thisCondition 5(b)(iv); and(2)certifying that the Benchmark Amendments (if any) are necessary to ensure
the proper operation of such Successor Rate or Alternative Rate and (ineither case) the applicable Adjustment Spread.

Each of the Trustee, the Calculation Agent and the Paying Agents shall be entitled
to rely on such certificate (without liability to any person) as sufficient evidence
thereof. The Successor Rate or Alternative Rate and the Adjustment Spread andthe Benchmark Amendments (if any) specified in such certificate will (in theabsence of manifest error or bad faith in the determination of the Successor Rateor Alternative Rate and the Adjustment Spread and the Benchmark Amendments(if any) and without prejudice to the Trustee’s or the Calculation Agent’s or the
Paying Agents’ ability to rely on such certificate as aforesaid) be binding on theIssuer, the Trustee, the Calculation Agent, the Paying Agents and the Noteholders.

— 102 —

Notwithstanding any other provision of this Condition 5(b)(iv), if following thedetermination of any Successor Rate, Alternative Rate, Adjustment Spread or
Benchmark Amendments (if any), in the Calculation Agent’s opinion there is any
uncertainty between two or more alternative courses of action in making any
determination or calculation under this Condition 5(b)(iv), the Calculation Agentshall promptly notify the Issuer thereof and the Issuer shall direct the Calculation
Agent in writing as to which alternative course of action to adopt. If the
Calculation Agent is not promptly provided with such direction, or is otherwise
unable (other than due to its own gross negligence, wilful default or fraud) tomake such calculation or determination for any reason, it shall notify the Issuer
thereof and the Calculation Agent shall be under no obligation to make suchcalculation or determination and (in the absence of such gross negligence, wilful
default or fraud) shall not incur any liability for not doing so.
(F)

Survival of Original Reference Rate
Without prejudice to the obligations of the Issuer under Condition 5(b)(iv)(A),(B), (C) and (D), the Original Reference Rate and the fallback provisions provided
for in Condition 5(b)(iii) will continue to apply unless and until a Benchmark
Event has occurred.

(v)

Benchmark Replacement (SOFR): The following provisions shall apply if
Benchmark Event (SOFR) is specified as applicable hereon:(A) Benchmark Replacement
If the Issuer or its designee determines on or prior to the relevant Reference Timethat a Benchmark Event and its related Benchmark Replacement Date haveoccurred with respect to the-then current Benchmark, the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to the Notes inrespect of all determinations on such date and for all determinations on all
subsequent dates.
(B)

Benchmark Replacement Conforming Changes
In connection with the implementation of a Benchmark Replacement, the Issuer orits designee will have the right to make Benchmark Replacement Conforming
Changes from time to time. For the avoidance of doubt, the Trustee and any of theAgents shall, at the direction and expense of the Issuer, effect such consequential
amendments to the Trust Deed, the Agency Agreement and these Conditions as
may be required to give effect to this Condition 5(b)(v). Noteholders’ consent
shall not be required in connection with effecting any such changes, including theexecution of any documents or any steps to be taken by the Trustee or any of theAgents (if required). Further, none of the Trustee, the Calculation Agent, thePaying Agents, the Registrar or the Transfer Agents shall be responsible or liable
for any determinations, decisions or elections made by the Issuer or its designee
with respect to any Benchmark Replacement or any other changes and shall beentitled to rely conclusively on any certifications provided to each of them in thisregard.

— 103 —

(C)Decisions and Determinations
Any determination, decision or election that may be made by the Issuer or its
designee pursuant to this Condition 5(b)(v), including any determination withrespect to a tenor, rate or adjustment or of the occurrence or non-occurrence of anevent, circumstance or date and any decision to take or refrain from taking any
action or any selection (i) will be conclusive and binding absent manifest error,(ii) will be made in the sole discretion of the Issuer or its designee, as applicable,and (iii) notwithstanding anything to the contrary in the documentation relating to
the Notes, shall become effective without consent from the holders of the Notes or
any other party.

(D) Definitions
The following defined terms shall have the meanings set out below for purpose ofConditions 5(b)(iii)(C) and 5(b)(v):‘‘Benchmark’’ means, initially, the relevant SOFR Benchmark specified hereon;
provided that if the Issuer or its designee determines on or prior to the ReferenceTime that a Benchmark Event and its related Benchmark Replacement Date haveoccurred with respect to the relevant SOFR Benchmark (including any daily
published component used in the calculation thereof) or the then-current
Benchmark, then ‘‘Benchmark’’ means the applicable Benchmark Replacement;‘‘Benchmark Event’’ means the occurrence of one or more of the following
events with respect to the then-current Benchmark (including any daily publishedcomponent used in the calculation thereof):(I)a public statement or publication of information by or on behalf of theadministrator of the Benchmark (or such component) announcing that suchadministrator has ceased or will cease to provide the Benchmark (or suchcomponent), permanently or indefinitely, provided that, at the time of suchstatement or publication, there is no successor administrator that willcontinue to provide the Benchmark (or such component); or(II)a public statement or publication of information by the regulatory supervisor
for the administrator of the Benchmark (or such component), the central
bank for the currency of the Benchmark (or such component), an insolvency
official with jurisdiction over the administrator for the Benchmark (or suchcomponent), a resolution authority with jurisdiction over the administrator
for the Benchmark (or such component) or a court or an entity with similar
insolvency or resolution authority over the administrator for the Benchmark,which states that the administrator of the Benchmark (or such component)
has ceased or will cease to provide the Benchmark (or such component)
permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide
the Benchmark (or such component); or— 104 —

(III) a public statement or publication of information by the regulatory supervisor
for the administrator of the Benchmark announcing that the Benchmark is nolonger representative;‘‘Benchmark Replacement’’ means the first alternative set forth in the order
below that can be determined by the Issuer or its designee as of the Benchmark
Replacement Date:
(I)

(II)

the sum of:(a)the alternate reference rate that has been selected or recommended by
the Relevant Governmental Body as the replacement for the thencurrent Benchmark (including any daily published component used in
the calculation thereof); and(b)

the Benchmark Replacement Adjustment;

the sum of:(a)the ISDA Fallback Rate; and(b)

the Benchmark Replacement Adjustment; or(III) the sum of:(a)the alternate reference rate that has been selected by the Issuer or its
designee as the replacement for the then-current Benchmark (including
any daily published component used in the calculation thereof) giving
due consideration to any industry-accepted reference rate as areplacement for the then-current Benchmark (including any daily
published component used in the calculation thereof) for U.S. dollardenominated Floating Rate Notes at such time; and(b)

the Benchmark Replacement Adjustment;‘‘Benchmark Replacement Adjustment’’ means the first alternative set forth inthe order below that can be determined by the Issuer or its designee as of the
Benchmark Replacement Date:(I)

the spread adjustment, or method for calculating or determining such spreadadjustment, (which may be a positive or negative value or zero) that has
been selected or recommended by the Relevant Governmental Body for theapplicable Unadjusted Benchmark Replacement;(II)

if the applicable Unadjusted Benchmark Replacement is equivalent to the
ISDA Fallback Rate, the ISDA Fallback Adjustment; or(III) the spread adjustment (which may be a positive or negative value or zero)that has been selected by the Issuer or its designee giving due consideration
to any industry-accepted spread adjustment, or method for calculating or— 105 —

determining such spread adjustment, for the replacement of the then-current
Benchmark (including any daily published component used in the calculation
thereof) with the applicable Unadjusted Benchmark Replacement for U.S.
dollar-denominated Floating Rate Notes at such time;‘‘Benchmark Replacement Conforming Changes’’ means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes(including changes to the timing and frequency of determining rates and making
payments of interest, rounding of amounts or tenors, and other administrative
matters) that the Issuer or its designee decides may be appropriate to reflect the
adoption of such Benchmark Replacement in a manner substantially consistent
with market practice (or, if the Issuer or its designee decides that adoption of any
portion of such market practice is not administratively feasible or if the Issuer orits designee determines that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Issuer or its designee determines
is reasonably necessary);‘‘Benchmark Replacement Date’’ means the earliest to occur of the following
events with respect to the then-current Benchmark (including any daily publishedcomponent used in the calculation thereof):
(I)

(II)

in the case of sub-paragraph (I) or (II) of the definition of ‘‘Benchmark
Event’’, the later of:(a)the date of the public statement or publication of informationreferenced therein; and(b)the date on which the administrator of the Benchmark permanently orindefinitely ceases to provide the Benchmark (or such component); or

in the case of sub-paragraph (III) of the definition of ‘‘Benchmark Event’’,
the date of the public statement or publication of information referenced
therein.

For the avoidance of doubt, if the event giving rise to the Benchmark
Replacement Date occurs on the same day as, but earlier than, the ReferenceTime in respect of any determination, the Benchmark Replacement Date will bedeemed to have occurred prior to the Reference Time for such determination;‘‘designee’’ means a designee as selected and separately appointed by the Issuer inwriting;‘‘ISDA Definitions’’ means the 2006 ISDA Definitions published by theInternational Swaps and Derivatives Association, Inc. or any successor thereto, as
may be updated, amended or supplemented from time to time, or any successor
definitional booklet for interest rate derivatives published from time to time,
unless otherwise specified hereon;— 106 —‘‘ISDA Fallback Adjustment’’ means the spread adjustment (which may be apositive or negative value or zero) that would apply for derivatives transactions
referencing the ISDA Definitions to be determined upon the occurrence of anindex cessation event with respect to the Benchmark;‘‘ISDA Fallback Rate’’ means the rate that would apply for derivatives
transactions referencing the ISDA Definitions to be effective upon the occurrenceof an index cessation date with respect to the Benchmark (including any daily
published component used in the calculation thereof) for the applicable tenor
excluding the applicable ISDA Fallback Adjustment;‘‘Reference Time’’ with respect to any determination of the Benchmark means (1)if the Benchmark is the SOFR Benchmark, the SOFR Determination Time (where
Simple SOFR Average or Compounded Daily SOFR is specified hereon) or SOFR
Index Determination Time (where SOFR Compounded Index is specified hereon);or (2) if the Benchmark is not the SOFR Benchmark, the time determined by theIssuer or its designee after giving effect to the Benchmark Replacement
Conforming Changes;‘‘Relevant Governmental Body’’ means the Federal Reserve Board and/or theFederal Reserve Bank of New York, or a committee officially endorsed orconvened by the Federal Reserve Board and/or the Federal Reserve Bank of New
York or any successor thereto; and‘‘Unadjusted Benchmark Replacement’’ means the Benchmark Replacement
excluding the Benchmark Replacement Adjustment.
(E)

Linear Interpolation
Where Linear Interpolation is specified hereon as applicable in respect of anInterest Accrual Period, the Rate of Interest for such Interest Accrual Period shallbe calculated by the Calculation Agent by straight line linear interpolation byreference to two rates based on the relevant Reference Rate (where Screen Rate
Determination is specified hereon as applicable) or the relevant Floating Rate
Option (where ISDA Determination is specified hereon as applicable), one ofwhich shall be determined as if the Applicable Maturity were the period of time
for which rates are available next shorter than the length of the relevant Interest
Accrual Period and the other of which shall be determined as if the Applicable
Maturity were the period of time for which rates are available next longer than thelength of the relevant Interest Accrual Period provided however that if there is norate available for the period of time next shorter or, as the case may be, next
longer, then the Calculation Agent shall determine such rate at such time and byreference to such sources as it determines appropriate.

(vi) Rate of Interest for Index Linked Interest Notes: The Rate of Interest in respect ofIndex Linked Interest Notes for each Interest Accrual Period shall be determined in themanner specified hereon and interest will accrue by reference to an Index or Formula as
specified hereon.

— 107 —

(c)Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero
Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due
and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note.
As from the Maturity Date, the Rate of Interest for any overdue principal (which for the
avoidance of doubt does not include premium for the purposes of this Condition 5(c)) of sucha Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield(as described in Condition 6(b)(i)).

(d)

Dual Currency Notes: In the case of Dual Currency Notes, if the rate or amount of interest
falls to be determined by reference to a Rate of Exchange or a method of calculating Rate of
Exchange, the rate or amount of interest payable shall be determined in the manner specified
hereon.

(e)Partly Paid Notes: In the case of Partly Paid Notes (other than Partly Paid Notes which are
Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such
Notes and otherwise as specified hereon.

(f)Accrual of Interest: Interest shall cease to accrue on each Note on the due date forredemption unless, upon due presentation, payment is improperly withheld or refused, inwhich event interest shall continue to accrue (both before and after judgment) at the Rate ofInterest in the manner provided in this Condition 5 to the Relevant Date (as defined in
Condition 8).

(g)

Margin, Maximum Rate of Interest/Minimum Rate of Interest, Maximum Instalment
Amount/Minimum Instalment Amount and Maximum Redemption Amount/Minimum
Redemption Amount and Rounding:(i)

If any Margin is specified hereon (either (x) generally, or (y) in relation to one or moreInterest Accrual Periods), an adjustment shall be made to all Rates of Interest, in thecase of (x), or the Rates of Interest for the specified Interest Accrual Periods, in thecase of (y), calculated in accordance with Condition 5(b) above by adding (if a positive
number) or subtracting the absolute value (if a negative number) of such Margin,subject always to the next paragraph.

(ii)

If any Maximum Rate of Interest or Minimum Rate of Interest, Maximum Instalment
Amount or Minimum Instalment Amount or Maximum Redemption Amount or
Minimum Redemption Amount is specified hereon, then any Rate of Interest,
Instalment Amount or Redemption Amount shall be subject to such maximum or
minimum, as the case may be.

(iii) For the purposes of any calculations required pursuant to these Conditions (unlessotherwise specified), (x) all percentages resulting from such calculations shall be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with
0.000005 of a percentage point being rounded up), (y) all figures shall be rounded toseven significant figures (provided that if the eighth significant figure is a 5 or greater,
the seventh significant figure shall be rounded up) and (z) all currency amounts that falldue and payable shall be rounded to the nearest unit of such currency (with half a unit

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being rounded up), save in the case of yen, which shall be rounded down to the nearest
yen. For these purposes ‘‘unit’’ means the lowest amount of such currency that isavailable as legal tender in the jurisdiction(s) of such currency.
(h)Calculations: The amount of interest payable per Calculation Amount in respect of any Note
for any Interest Accrual Period shall be equal to the product of the Rate of Interest, theCalculation Amount specified hereon, and the Day Count Fraction for such Interest Accrual
Period, unless an Interest Amount (or a formula for its calculation) is applicable to such
Interest Accrual Period, in which case the amount of interest payable per Calculation Amountin respect of such Note for such Interest Accrual Period shall equal such Interest Amount (orbe calculated in accordance with such formula). Where any Interest Period comprises two or
more Interest Accrual Periods, the amount of interest payable per Calculation Amount inrespect of such Interest Period shall be the sum of the Interest Amounts payable in respect ofeach of those Interest Accrual Periods. In respect of any other period for which interest isrequired to be calculated, the provisions above shall apply save that the Day Count Fraction
shall be for the period for which interest is required to be calculated.

(i)

Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption
Amounts, Early Redemption Amounts, Change of Control Redemption Amounts,
Optional Redemption Amounts and Instalment Amounts: The Calculation Agent shall, as
soon as practicable on each Interest Determination Date, or such other time on such date as
the Calculation Agent may be required to calculate any rate or amount, obtain any quotationor make any determination or calculation, determine such rate and calculate the Interest
Amounts for the relevant Interest Accrual Period, calculate the Final Redemption Amount,
Early Redemption Amount, Change of Control Redemption Amount, Optional Redemption
Amount or Instalment Amount, obtain any quotation or make such determination or
calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts foreach Interest Accrual Period and the relevant Interest Payment Date and, if required to be
calculated, the Final Redemption Amount, Early Redemption Amount, Change of Control
Redemption Amount, Optional Redemption Amount or any Instalment Amount to be notified
to the Trustee, the Issuer, each of the Paying Agents, the Noteholders, any other Calculation
Agent appointed in respect of the Notes that is to make a further calculation upon receipt ofsuch information as soon as possible after their determination but in no event later than (i)the commencement of the relevant Interest Period, if determined prior to such time, in thecase of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in allother cases, the fourth Business Day after such determination. Where any Interest Payment
Date or Interest Period Date is subject to adjustment pursuant to Condition 5(b)(ii), theInterest Amounts and the Interest Payment Date so published may subsequently be amended(or appropriate alternative arrangements made with the consent of the Trustee by way ofadjustment) without notice in the event of an extension or shortening of the Interest Period. If
the Notes become due and payable under Condition 10, the accrued interest and the Rate ofInterest payable in respect of the Notes shall nevertheless continue to be calculated aspreviously in accordance with this Condition 5 but no publication of the Rate of Interest or
the Interest Amount so calculated need be made unless the Trustee otherwise requires. The
determination of any rate or amount, the obtaining of quotation and the making of eachdetermination or calculation by the Calculation Agent(s) shall (in the absence of manifest
error) be final and binding upon all parties.

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(j)Definitions: In these Conditions (other than in Conditions 5(b)(iii)(C) and 5(b)(v)), unlessthe context otherwise requires, the following defined terms shall have the meanings set out
below:‘‘Adjustment Spread’’ means either (a) a spread (which may be positive, negative or zero)or (b) a formula or methodology for calculating a spread, in each case to be applied to theSuccessor Rate or the Alternative Rate (as the case may be) and is the spread, formula or
methodology which:(i)in the case of a Successor Rate, is formally recommended in relation to the replacementof the Original Reference Rate with the Successor Rate by any Relevant Nominating
Body; or (if no such recommendation has been made, or in the case of an AlternativeRate);(ii)

the Independent Adviser determines, in consultation with the Issuer, is customarily
applied to the relevant Successor Rate or the Alternative Rate (as the case may be) ininternational debt capital markets transactions to produce an industry-accepted
replacement rate for the Original Reference Rate; or(iii) (if the Independent Adviser determines that no such spread is customarily applied), theIndependent Adviser determines, in consultation with the Issuer, is recognised or
acknowledged as being the industry standard for over-the-counter derivativetransactions which reference the Original Reference Rate, where such rate has been
replaced by the Successor Rate or the Alternative Rate (as the case may be).
‘‘Alternative Rate’’ means an alternative benchmark or screen rate which the Independent
Adviser determines in accordance with Condition 5(b)(iv)(B) is customarily applied ininternational debt capital markets transactions for the purposes of determining rates ofinterest (or the relevant component part thereof) in the same Specified Currency as the Notes.
‘‘Applicable Maturity’’ means: (a) in relation to Screen Rate Determination, the period oftime designated in the Reference Rate, and (b) in relation to ISDA Determination, theDesignated Maturity.
‘‘Benchmark Amendments’’ has the meaning given to it in Condition 5(b)(iv)(D).
‘‘Benchmark Event’’ means:(i)the Original Reference Rate ceasing to be published for a period of at least 5 Business
Days or ceasing to exist; or(ii)

a public statement by the administrator of the Original Reference Rate that it has ceasedor that it will cease publishing the Original Reference Rate permanently or indefinitely(in circumstances where no successor administrator has been appointed that willcontinue publication of the Original Reference Rate); or(iii) a public statement by the supervisor of the administrator of the Original Reference Rate,that the Original Reference Rate has been or will be permanently or indefinitely
discontinued; or— 110 —

(iv) a public statement by the supervisor of the administrator of the Original Reference Rateas a consequence of which the Original Reference Rate will be prohibited from being
used either generally, or in respect of the Notes; or(v)

the making of a public statement by the supervisor of the administrator of the Original
Reference Rate that the Original Reference Rate is or will be (or is or will be deemedby such supervisor to be) no longer representative of its relevant underlying market; or(vi) it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or otherparty to calculate any payments due to be made to any Noteholder using the Original
Reference Rate;provided that the Benchmark Event shall be deemed to occur (a) in the case of subparagraphs (ii) and (iii) above, on the date of the cessation of publication of the Original
Reference Rate or the discontinuation of the Original Reference Rate, as the case may be, (b)in the case of sub-paragraph (iv) above, on the date of the prohibition of use of the Original
Reference Rate and (c) in the case of sub-paragraph (v) above, on the date with effect fromwhich the Original Reference Rate will no longer be (or will be deemed by the relevantsupervisor to no longer be) representative of its relevant underlying market and which is
specified in the relevant public statement, and, in each case, not the date of the relevantpublic statement.
The occurrence of a Benchmark Event shall be determined by the Issuer and promptly
notified to the Trustee, the Calculation Agent and the Paying Agents. For the avoidance of
doubt, neither the Trustee, the Calculation Agent nor the Paying Agents shall have any
responsibility for making such determination.
‘‘Business Day’’ means:(i)in the case of Notes denominated in a currency other than euro or Renminbi, a day(other than a Saturday, a Sunday or a public holiday) on which commercial banks andforeign exchange markets settle payments in the principal financial centre for suchcurrency and in each (if any) Additional Business Centre; and/or(ii)

in the case of Notes denominated in euro, a day on which the TARGET System isoperating (a ‘‘TARGET Business Day’’) and in each (if any) Additional BusinessCentre; and/or(iii) in the case of Notes denominated in Renminbi, a day (other than a Saturday, Sunday or
public holiday) on which commercial banks and foreign exchange markets are open forbusiness and settlement of Renminbi payments in Hong Kong.

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‘‘Day Count Fraction’’ means, in respect of the calculation of an amount of interest on any
Note for any period of time (from and including the first day of such period to but excluding
the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the‘‘Calculation Period’’):(i)if ‘‘Actual/Actual’’ or ‘‘Actual/Actual — ISDA’’ is specified hereon, the actual
number of days in the Calculation Period divided by 365 (or, if any portion of that
Calculation Period falls in a leap year, the sum of (A) the actual number of days in that
portion of the Calculation Period falling in a leap year divided by 366 and (B) the
actual number of days in that portion of the Calculation Period falling in a non-leap
year divided by 365);(ii)

if ‘‘Actual/365 (Fixed)’’ is specified hereon, the actual number of days in the
Calculation Period divided by 365;(iii) if ‘‘Actual/365 (Sterling)’’ is specified hereon, the actual number of days in the
Calculation Period divided by 365 or, in the case of an Interest Payment Date falling ina leap year, 366;
(iv) if ‘‘Actual/360’’ is specified hereon, the actual number of days in the Calculation
Period divided by 360;(v)

if ‘‘30/360’’, ‘‘360/360’’ or ‘‘Bond Basis’’ is specified hereon, the number of days in
the Calculation Period divided by 360, calculated on a formula basis as follows:

where:‘‘Y 1’’ is the year, expressed as a number, in which the first day of the Calculation
Period falls;‘‘Y 2’’ is the year, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;‘‘M 1’’ is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;‘‘M 2’’ is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;‘‘D 1’’ is the first calendar day, expressed as a number, of the Calculation Period, unlesssuch number would be 31, in which case D1 will be 30; and‘‘D 2’’ is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31 and D1 is greaterthan 29, in which case D2 will be 30.

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(vi) if ‘‘30E/360’’ or ‘‘Eurobond Basis’’ is specified hereon, the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows:

where:‘‘Y 1’’ is the year, expressed as a number, in which the first day of the Calculation
Period falls;‘‘Y 2’’ is the year, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;‘‘M 1’’ is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;‘‘M 2’’ is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;‘‘D 1’’ is the first calendar day, expressed as a number, of the Calculation Period, unlesssuch number would be 31, in which case D1 will be 30; and‘‘D 2’’ is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31, in which case D2
will be 30.
(vii) if ‘‘30E/360 (ISDA)’’ is specified hereon, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:

where:‘‘Y 1’’ is the year, expressed as a number, in which the first day of the Calculation
Period falls;‘‘Y 2’’ is the year, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;‘‘M 1’’ is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;‘‘M 2’’ is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;‘‘D 1’’ is the first calendar day, expressed as a number, of the Calculation Period, unless(i) that day is the last day of February or (ii) such number would be 31, in which caseD1 will be 30; and— 113 —

‘‘D 2’’ is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless (i) that day is the last day of February but not
the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.
(viii) if ‘‘Actual/Actual-ICMA’’ is specified hereon,(a)if the Calculation Period is equal to or shorter than the Determination Period
during which it falls, the number of days in the Calculation Period divided by the
product of (x) the number of days in such Determination Period and (y) the
number of Determination Periods normally ending in any year; and(b)

if the Calculation Period is longer than one Determination Period, the sum of:(x)

the number of days in such Calculation Period falling in the Determination
Period in which it begins divided by the product of (1) the number of daysin such Determination Period and (2) the number of Determination Periods
normally ending in any year; and(y)the number of days in such Calculation Period falling in the next
Determination Period divided by the product of (1) the number of days insuch Determination Period and (2) the number of Determination Periods
normally ending in any year
where:‘‘Determination Period’’ means the period from and including a
Determination Date in any year to but excluding the next Determination
Date; and‘‘Determination Date’’ means the date(s) specified as such hereon or, if
none is so specified, the Interest Payment Date(s).

‘‘euro’’ means the lawful currency of member states of the European Union that adopt thesingle currency introduced in accordance with the Treaty establishing the European
Community, as amended.
‘‘Euro-zone’’ means the region comprised of member states of the European Union that
adopt the single currency in accordance with the Treaty establishing the European
Community, as amended.
‘‘Independent Adviser’’ means an independent financial institution of international repute oran independent financial adviser with appropriate expertise appointed by the Issuer under
Condition 5(b)(iv)(A).
‘‘Interest Accrual Period’’ means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Period Date and eachsuccessive period beginning on (and including) an Interest Period Date and ending on (butexcluding) the next succeeding Interest Period Date.

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‘‘Interest Amount’’ means:(i)in respect of an Interest Accrual Period, the amount of interest payable per Calculation
Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes,
and unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken
Amount specified hereon as being payable on the Interest Payment Date ending theInterest Period of which such Interest Accrual Period forms part; and(ii)

in respect of any other period, the amount of interest payable per Calculation Amountfor that period.

‘‘Interest Commencement Date’’ means the Issue Date or such other date as may be
specified hereon.
‘‘Interest Determination Date’’ means, with respect to a Rate of Interest and Interest
Accrual Period, the date specified as such hereon or, if none is so specified, (i) the first dayof such Interest Accrual Period if the Specified Currency is Sterling or Hong Kong dollars or
Renminbi other than where the Specified Currency is Renminbi and the Reference Rate is
CNH HIBOR or (ii) the day falling two Business Days in London for the Specified Currency
prior to the first day of such Interest Accrual Period if the Specified Currency is neither
Sterling nor euro nor Hong Kong dollars nor Renminbi or (iii) the day falling two TARGET
Business Days prior to the first day of such Interest Accrual Period if the Specified Currency
is euro or (iv) the day falling two Business Days in Hong Kong prior to the first day of such
Interest Accrual Period if the Specified Currency is Renminbi and the Reference Rate is CNH
HIBOR.
‘‘Interest Period’’ means the period beginning on and including the Interest Commencement
Date and ending on but excluding the first Interest Payment Date and each successive period
beginning on and including an Interest Payment Date and ending on but excluding the next
succeeding Interest Payment Date unless otherwise specified hereon.
‘‘Interest Period Date’’ means each Interest Payment Date unless otherwise specified hereon.
‘‘ISDA Definitions’’ means the 2006 ISDA Definitions published by the International Swaps
and Derivatives Association, Inc. as may be updated, amended or supplemented from time totime (but excluding any successor definitional booklet for interest rate derivatives publishedfrom time to time including without limitation the 2021 ISDA Definitions), unless otherwise
specified hereon.
‘‘2021 ISDA Definitions’’ means the 2021 ISDA Definitions published by the International
Swaps and Derivatives Association, Inc. or any successor thereto, as amended or
supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time;‘‘Original Reference Rate’’ means the originally-specified benchmark or screen rate (asapplicable) used to determine the Rate of Interest (or any component part thereof) on theNotes.
‘‘Rate of Interest’’ means the rate of interest payable from time to time in respect of thisNote and that is either specified or calculated in accordance with the provisions hereon.

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‘‘Relevant Nominating Body’’ means, in respect of a benchmark or screen rate (asapplicable):(i)the central bank for the currency to which the benchmark or screen rate (as applicable)
relates, or any central bank or other supervisory authority which is responsible forsupervising the administrator of the benchmark or screen rate (as applicable); or(ii)

any working group or committee sponsored by, chaired or co-chaired by or constituted
at the request of (a) the central bank for the currency to which the benchmark or screen
rate (as applicable) relates, (b) any central bank or other supervisory authority which is
responsible for supervising the administrator of the benchmark or screen rate (asapplicable), (c) a group of the aforementioned central banks or other supervisory
authorities or (d) the Financial Stability Board or any part thereof.

‘‘Reference Banks’’ means, in the case of a determination of EURIBOR, the principal Eurozone office of four major banks in the Euro-zone inter-bank market and, in the case of adetermination of HIBOR, the principal Hong Kong office of four major banks in the Hong
Kong inter-bank market and, in the case of a determination of CNH HIBOR, the principal
Hong Kong office of four major banks dealing in Renminbi in the Hong Kong inter-bankmarket, in each case selected by the Calculation Agent or as specified hereon.
‘‘Reference Rate’’ means the rate specified as such hereon.
‘‘Relevant Screen Page’’ means such page, section, caption, column or other part of aparticular information service as may be specified hereon (or any successor or replacement
page, section, caption, column or other part of a particular information service).
‘‘Renminbi’’ means the lawful currency for the time being of the People’s Republic of China
excluding the Hong Kong and Macau Special Administrative Regions of the People’s
Republic of China and Taiwan.
‘‘Specified Currency’’ means the currency specified as such hereon or, if none is specified,the currency in which the Notes are denominated.
‘‘Successor Rate’’ means a successor to or replacement of the Original Reference Rate which
is formally recommended by any Relevant Nominating Body.
‘‘TARGET System’’ means the Trans-European Automated Real-Time Gross Settlement
Express Transfer (known as TARGET2) System which was launched on 19 November 2007
or any successor thereto.
‘‘U.S.$’’ and ‘‘U.S. dollar(s)’’ means the lawful currency for the time being of the UnitedStates of America.
(k)Calculation Agent: The Issuer shall procure that there shall at all times be one or more
Calculation Agents if provision is made for them hereon and for so long as any Note or
Coupon is outstanding (as defined in the Trust Deed). Where more than one Calculation
Agent is appointed in respect of the Notes, references in these Conditions to the Calculation
Agent shall be construed as each Calculation Agent performing its respective duties underthese Conditions. If the Calculation Agent is unable or unwilling to act as such or if the— 116 —

Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or
to calculate any Interest Amount, Instalment Amount, Final Redemption Amount, Change ofControl Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as
the case may be, or to comply with any other requirement, the Issuer shall (with the priorwritten notice to the Trustee) appoint a leading bank or financial institution engaged in theinterbank market (or, if appropriate, money, swap or over-the-counter index options market)
that is most closely connected with the calculation or determination to be made by the
Calculation Agent (acting through its principal London office or any other office actively
involved in such market) to act as such in its place. The Calculation Agent may not resign its
duties without a successor having been appointed as aforesaid.
(l)6.

Certificates to be final: All certificates, communications, opinions, determinations,calculations and decisions given, expressed, made or obtained for the purposes of theprovisions of this Condition 5, by the Calculation Agent, shall (in the absence of wilful
default, gross negligence, fraud or manifest error) be binding on the Issuer, the Guarantor,
the Trustee, the Calculation Agent, the other Agents and all Noteholders and/or
Couponholders and (in the absence as aforesaid) no liability to the Issuer, the Guarantor, theNoteholders or the Couponholders or any other person shall attach to the Calculation Agentin connection with the exercise or non-exercise by it of its powers, duties and discretions
pursuant to such provisions.

REDEMPTION, PURCHASE AND OPTIONS
(a)

(b)

Redemption by Instalments and Final Redemption:(i)

Unless previously redeemed, purchased and cancelled as provided in this Condition 6,
each Note that provides for Instalment Dates and Instalment Amounts shall be partiallyredeemed on each Instalment Date at the related Instalment Amount specified hereon.
The outstanding nominal amount of each such Note shall be reduced by the Instalment
Amount (or, if such Instalment Amount is calculated by reference to a proportion of thenominal amount of such Note, such proportion) for all purposes with effect from therelated Instalment Date, unless payment of the Instalment Amount is improperly
withheld or refused, in which case, such amount shall remain outstanding until the
Relevant Date relating to such Instalment Amount.

(ii)

Unless previously redeemed or purchased and cancelled as provided below, each Noteshall be finally redeemed on the Maturity Date specified hereon at its Final Redemption
Amount (which, unless otherwise provided hereon, is its nominal amount) or, in thecase of a Note falling within Condition 6(a)(i) above, its final Instalment Amount.

Early Redemption:(i)

Zero Coupon Notes:(A) The Early Redemption Amount payable in respect of any Zero Coupon Note, the
Early Redemption Amount of which is not linked to an index and/or a formula,
upon redemption of such Note pursuant to Condition 6(c), Condition 6(d),Condition 6(e) or Condition 6(f) or upon it becoming due and payable as provided
in Condition 10 shall be the Amortised Face Amount (calculated as provided
below) of such Note unless otherwise specified hereon.

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(B)Subject to the provisions of sub-paragraph (C) below of this Condition 6(b)(i), theAmortised Face Amount of any such Note shall be the scheduled Final
Redemption Amount of such Note on the Maturity Date discounted at a rate perannum (expressed as a percentage) equal to the Amortisation Yield (which, if
none is shown hereon, shall be such rate as would produce an Amortised Face
Amount equal to the issue price of the Notes if they were discounted back to theirissue price on the Issue Date) compounded annually.

(C)

If the Early Redemption Amount payable in respect of any such Note upon its
redemption pursuant to Condition 6(c), Condition 6(d), Condition 6(e) or
Condition 6(f) or upon it becoming due and payable as provided in Condition 10
is not paid when due, the Early Redemption Amount due and payable in respect ofsuch Note shall be the Amortised Face Amount of such Note as defined in subparagraph (B) above of this Condition 6(b)(i), except that such sub-paragraph shallhave effect as though the date on which the Note becomes due and payable were
the Relevant Date. The calculation of the Amortised Face Amount in accordancewith this sub-paragraph shall continue to be made (both before and after
judgment) until the Relevant Date, unless the Relevant Date falls on or after the
Maturity Date, in which case the amount due and payable shall be the scheduled
Final Redemption Amount of such Note on the Maturity Date together with any
interest that may accrue in accordance with Condition 5(c).

Where such calculation is to be made for a period of less than one year, it shall bemade on the basis of the Day Count Fraction shown hereon.
(ii)

(c)

Other Notes: The Early Redemption Amount payable in respect of any Note (other thanNotes described in Condition 6(b)(i) above), upon redemption of such Note pursuant to
Condition 6(c), Condition 6(d), Condition 6(e) or Condition 6(f) or upon it becoming
due and payable as provided in Condition 10, shall be the Final Redemption Amountunless otherwise specified hereon.

Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Issuer
in whole, but not in part, on any Interest Payment Date (if this Note is either a Floating Rate
Note or an Index Linked Interest Note) or at any time (if this Note is neither a Floating Rate
Note nor an Index Linked Interest Note), on giving not less than 30 nor more than 60 days’
notice to the Noteholders (in accordance with Condition 16) and in writing to the Trustee andthe Issuing and Paying Agent (which notice shall be irrevocable) at their Early Redemption
Amount (as described in Condition 6(b) above) (together with interest accrued to (butexcluding) the date fixed for redemption), if the Issuer (or, if the Guarantee was called, theGuarantor) satisfies the Trustee immediately prior to the giving of such notice that (i) it (or,if the Guarantee were called, the Guarantor) has or will become obliged to pay Additional
Tax Amounts as provided or referred to in Condition 8 as a result of any change in, oramendment to, the laws or regulations of the British Virgin Islands or Hong Kong or, in eachcase, 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 aholding by a court of competent jurisdiction), which change or amendment becomes effectiveon or after the date on which agreement is reached to issue the first Tranche of the Notes,and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case maybe) taking reasonable measures available to it, provided that no such notice of redemption— 118 —

shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the
Guarantor, as the case may be) would be obliged to pay such Additional Tax Amounts were apayment in respect of the Notes (or the Guarantee, as the case may be) then due.
Prior to the giving of any notice of redemption pursuant to this Condition 6(c), the Issuer (orthe Guarantor, as the case may be) shall deliver (or procure to be delivered) to the Trustee acertificate in English signed by an Authorised Signatory of the Issuer (or of the Guarantor, as
the case may be) stating that the circumstances referred to in (i) and (ii) above of thisCondition 6(c) cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking
reasonable measures available to it, and the Trustee shall be entitled (but shall not be
obliged) to accept and rely upon such certificate as sufficient evidence of the satisfaction of
the condition precedent set out in (i) and (ii) above of this Condition 6(c) without further
enquiry and without liability to any Noteholder, Receiptholder or Couponholder, in which
event it shall be conclusive and binding on the Noteholders, Receiptholders andCouponholders. The Trustee shall be protected and shall have no liability to any Noteholder,any Couponholder, the Issuer, the Guarantor or any other person for so accepting and relying
on any such certificate and opinion. All Notes in respect of which any notice of redemption
is given under this Condition 6(c) shall be redeemed on the date specified in such notice inaccordance with this Condition 6(c).
(d)

Redemption for Change of Control: At any time following the occurrence of a Change ofControl, the holder of any Note will have the right, at such holder’s option, to require theIssuer to redeem all but not some only of that holder’s Notes on the Put Settlement Date at
101 per cent. of the Early Redemption Amount (the ‘‘Change of Control Redemption
Amount’’), together in each case with accrued interest to (but excluding), such Put
Settlement Date. To exercise such right, the holder of the relevant Note must deposit (in thecase of Bearer Notes) such Note (together with all unmatured Receipts and (in the case of
Fixed Rate Notes other than Dual Currency Notes or Index-Linked Notes) Coupons andunexchanged Talons) with any Paying Agent at its specified office or (in the case ofRegistered Notes) the Certificates representing such Note(s) with the Registrar or any
Transfer Agent at its specified office together with a duly completed and signed notice ofredemption, in the form for the time being current, obtainable from the specified office of
any Paying Agent, Transfer Agent or the Registrar (as applicable) (a ‘‘Put Exercise Notice’’),by not later than 30 days following the occurrence of a Change of Control or, if later, 30
days following the date upon which notice thereof is given to Noteholders by the Issuer inaccordance with Condition 16. The ‘‘Put Settlement Date’’ shall be the 14th day after the
expiry of such period of 30 days as referred to above.
A Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem theNotes which are the subject of the Put Exercise Notices delivered as aforesaid on the Put
Settlement Date.
The Issuer (failing whom the Guarantor) shall give notice to Noteholders in accordance with
Condition 16 and to the Trustee and the Issuing and Paying Agent in writing by not later
than 14 days following the first day on which it becomes aware of the occurrence of a
Change of Control, which notice shall specify the procedure for exercise by holders of theirrights to require redemption of the Notes pursuant to this Condition 6(d).

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While any Bearer Note that was issued in accordance with TEFRA D is held in the form of atemporary Global Note, the right described in this Condition 6(d) will be available only tothe extent that non-U.S. beneficial ownership certification has been received by the relevant
Issuer or its agent pursuant to TEFRA D.
In this Condition 6(d), ‘‘Change of Control’’ means the occurrence of one or more of thefollowing events:

(e)

(i)

the Guarantor ceases to directly or indirectly hold or own 100 per cent. of the issued
share capital of the Issuer; or(ii)

CITIC Securities Company Limited (the ‘‘Company’’) ceases to directly or indirectly
hold or own 50 per cent. of the issued share capital of the Guarantor.

Redemption at the Option of the Issuer: If Call Option is specified hereon, the Issuer may,on giving not less than 15 nor more than 30 days’ irrevocable notice to the Noteholders (inaccordance with Condition 16) and in writing to the Trustee and the Issuing and Paying
Agent (or such other notice period as may be specified hereon) redeem all or, if so provided,
some of the Notes on any Optional Redemption Date specified hereon. Any such redemptionof Notes shall be at their Optional Redemption Amount specified hereon (which may be the
Early Redemption Amount (as described in Condition 6(b) above)), together with interest
accrued to (but excluding) the date fixed for redemption, if applicable. Any such redemption
or exercise must relate to Notes of a nominal amount at least equal to the Minimum
Redemption Amount to be redeemed specified hereon and no greater than the Maximum
Redemption Amount to be redeemed specified hereon.
All Notes in respect of which any such notice is given shall be redeemed on the datespecified in such notice in accordance with this Condition 6(e).
In the case of a partial redemption the notice to Noteholders shall also contain the certificate
numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal
amount of Registered Notes drawn and the holder(s) of such Registered Notes, to beredeemed, which shall have been drawn in such place and in such manner as determined by
the Issuer and notified in writing to the Trustee and the Issuing and Paying Agent, subject tocompliance with any applicable laws and stock exchange or other relevant authority
requirements.

(f)

Redemption at the Option of Noteholders: If Put Option is specified hereon, the Issuer
shall, at the option of the holder of any such Note, upon the holder of such Note giving notless than 15 nor more than 30 days’ notice to the Issuer (or such other notice period as may
be specified hereon) redeem such Note on the Optional Redemption Date(s) specified hereon
at its Optional Redemption Amount specified hereon (which may be the Early Redemption
Amount (as described in Condition 6(b) above)), together with interest accrued to (butexcluding) the date fixed for redemption, if applicable. To exercise such option the holder
must deposit (in the case of Bearer Notes) such Note (together with all unmatured Receipts
and Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered
Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at
its specified office, together with a duly completed option exercise notice (an ‘‘Exercise
Notice’’) in the form for the time being current, obtainable from any Paying Agent, the— 120 —

Registrar or any Transfer Agent (as applicable) within the notice period. No Note or
Certificate so deposited and option exercised may be withdrawn (except as provided in the
Agency Agreement) without the prior consent of the Issuer.
While any Bearer Note that was issued in accordance with TEFRA D is held in the form of atemporary Global Note, the right described in this Condition 6(f) will be available only to theextent that non-U.S. beneficial ownership certification has been received by the relevant
Issuer or its agent pursuant to TEFRA D.
(g)

Partly Paid Notes: Partly Paid Notes will be redeemed, whether at maturity, early
redemption or otherwise, in accordance with the provisions of this Condition 6 and theprovisions specified hereon.

(h)Purchases: The Issuer, the Guarantor and their respective Subsidiaries may at any timepurchase Notes (provided that all unmatured Receipts and Coupons and unexchanged Talonsrelating thereto are attached thereto or surrendered therewith) in the open market or otherwise
at any price. The Notes so purchased, while held by or on behalf of the Issuer, the Guarantor
or any such Subsidiary, shall not entitle the holder to vote at any meetings of the Noteholders
and shall not be deemed to be outstanding for certain purposes, including for the purpose of
calculating quorums at meetings of the Noteholders or for the purposes of Conditions 10,
11(a) and 12.

(i)Cancellation: All Notes purchased by or on behalf of the Issuer, the Guarantor or any of
their respective Subsidiaries may be held, reissued, resold or surrendered for cancellation, inthe case of Bearer Notes, by surrendering each such Note together with all unmatured
Receipts and Coupons and all unexchanged Talons to the Issuing and Paying Agent and, inthe case of Registered Notes, by surrendering the Certificate representing such Notes to theRegistrar and, in each case, if so surrendered, shall, together with all Notes redeemed by theIssuer, shall be cancelled forthwith (together with all unmatured Receipts and Coupons andunexchanged Talons attached thereto or surrendered therewith). Any Notes so surrendered forcancellation may not be reissued or resold and the obligations of the Issuer and the Guarantor
in respect of any such Notes shall be discharged.

(j)Trustee Reliance: The Trustee shall be entitled to conclusively rely on or act in reliance on
any certificate, notice or document received by it as contemplated in this Condition 6 as
sufficient evidence of the facts and/or matters stated therein and shall not be liable to any
Noteholder and/or Couponholder or any other person for so doing.
Neither the Trustee nor any of the Agents shall be under any duty to monitor or take any
steps to ascertain whether any event or circumstance has happened, exists or has occurred
within this Condition 6 and none of them will be responsible or liable to the Noteholders, theReceiptholders, the Couponholders, the Issuer, the Guarantor or any other person for any loss
arising from any failure by it to do so. Unless and until the Trustee has notice in writing of
the occurrence of any event or circumstance within this Condition 6, it shall be entitled toassume that no such event or circumstance has occurred or exists.

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Neither the Trustee nor any of the Agents shall be responsible for calculating or verifying the
calculations of any amount payable under any notice of redemption under this Condition 6,
whether from the Issuer or any Noteholder and none of them shall be liable to the
Noteholders, the Issuer or any other person for not doing so.
7.

PAYMENTS AND TALONS(a)

Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as
mentioned below, be made against presentation and surrender of the relevant Receipts (in thecase of payments of Instalment Amounts other than on the due date for redemption andprovided that the Receipt is presented for payment together with its relevant Note), Notes (inthe case of all other payments of principal and, in the case of interest, as specified in
Condition 7(f)(vi)) or Coupons (in the case of interest, save as specified in Condition 7(f)(ii)
and Condition 7(f)(vi)), as the case may be:(i)in the case of a currency other than Renminbi, at the specified office of any Paying
Agent outside the United States by transfer to an account denominated in such currency
with, a Bank; or(ii)

in the case of Renminbi, by transfer from the relevant Paying Agent’s office outside theUnited States to a Renminbi account maintained by or on behalf of the Noteholder witha Bank in Hong Kong.

In this Condition 7(a) and Condition 7(c), ‘‘Bank’’ means a bank in the principal financial
centre for such currency or, in the case of euro, in a city in which banks have access to the
TARGET System.
(b)

Payments in the United States: Notwithstanding the foregoing, if any Bearer Notes aredenominated in U.S. dollars, payments in respect thereof may be made at the specified officeof any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer shallhave appointed Paying Agents with specified offices outside the United States with thereasonable expectation that such Paying Agents would be able to make payment of theamounts on the Notes in the manner provided above when due, (ii) payment in full of suchamounts at all such offices is illegal or effectively precluded by exchange controls or othersimilar restrictions on payment or receipt of such amounts and (iii) such payment is thenpermitted by United States law, without involving, in the opinion of the Issuer, any adverse
tax consequence to the Issuer.

(c)Registered Notes:(i)Payments of principal (which for the purposes of this Condition 7(c) shall include final
Instalment Amounts but not other Instalment Amounts) in respect of Registered Notes
shall be made against presentation and surrender of the relevant Certificates at the
specified office of any of the Transfer Agents or of the Registrar and in the manner
provided in Condition 7(c)(ii).

(ii)

Interest (which for the purpose of this Condition 7(c) shall include all Instalment
Amounts other than final Instalment Amounts) on Registered Notes shall be paid to theperson shown on the Register at the close of business on the fifteenth day before the— 122 —

due date for payment thereof or in the case of Renminbi or otherwise specified, on thefifth day before the due date for payment thereof (the ‘‘Record Date’’). Payments ofinterest on each Registered Note shall be made:(A) in the case of a currency other than Renminbi, in the relevant currency by transfer
to an account in the relevant currency maintained by the payee with a Bank; and(B)

in the case of Renminbi, by transfer to Renminbi account maintained by or on
behalf of the Noteholder with a bank in Hong Kong, details of which appear on
the Register at the close of business on the fifth business day before the due date
for payment.

(d)Payments subject to Fiscal Laws: All payments are subject in all cases to (i) any applicablefiscal or other laws, regulations and directives applicable thereto in the place of payment
without prejudice to the provisions of Condition 8 and (ii) any withholding or deduction
required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue
Code of 1986, as amended (the ‘‘Code’’) or otherwise imposed pursuant to Sections 1471
through 1474 of the Code, any regulations or agreements thereunder, any official
interpretations thereof, or any law, regulation or official guidance implementing anintergovernmental approach thereto but no commission or expenses shall be charged to the
Noteholders, Receiptholders or Couponholders in respect of such payments.

(e)Appointment of Agents: The Issuing and Paying Agent, the CMU Lodging and Paying
Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent(s)initially appointed by the Issuer and the Guarantor and their respective specified offices arelisted in the Trust Deed. The Issuing and Paying Agent, the CMU Lodging and Paying
Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent act
solely as agents of the Issuer and the Guarantor and do not assume any obligation or
relationship of agency or trust for or with any Noteholder, Receiptholders or Couponholder.
The Issuer and the Guarantor(s) reserve the right at any time with the prior written approvalof the Trustee (where required in accordance with the Agency Agreement) to vary or
terminate the appointment of the Issuing and Paying Agent, the CMU Lodging and Paying
Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s)and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer(failing whom the Guarantor) shall at all times maintain (i) an Issuing and Paying Agent, (ii)a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered
Notes, (iv) a CMU Lodging and Paying Agent in relation to Notes accepted for clearance
through the CMU, (v) one or more Calculation Agent(s) where these Conditions so require,and (vi) such other agents as may be required by any other stock exchange on which theNotes may be listed.
In addition, the Issuer (failing whom the Guarantor) shall forthwith appoint a Paying Agentin New York City in respect of any Bearer Notes denominated in U.S. dollars in thecircumstances described in Condition 7(b) above.
Notice of any such termination or appointment or any change of any specified office of an
Agent shall promptly be given by the Issuer to the Noteholders in accordance with Condition16.

— 123 —

(f)Unmatured Coupons and Receipts and unexchanged Talons:(i)

Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes(other than Dual Currency Notes or Index Linked Notes), such Notes should besurrendered for payment together with all unmatured Coupons (if any) relating thereto,
failing which an amount equal to the face value of each missing unmatured Coupon (or,in the case of payment not being made in full, that proportion of the amount of such
missing unmatured Coupon that the sum of principal so paid bears to the total principaldue) shall be deducted from the Final Redemption Amount, Early Redemption Amount,
Change of Control Redemption Amount or Optional Redemption Amount, as the casemay be, due for payment. Any amount so deducted shall be paid in the manner
mentioned above against surrender of such missing Coupon within a period of 10 years
from the Relevant Date for the payment of such principal (whether or not such Coupon
has become void pursuant to Condition 9).

(ii)Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note,
Dual Currency Note or Index Linked Note, unmatured Coupons relating to such Note
(whether or not attached) shall become void and no payment shall be made in respect ofthem.

(iii) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating
to such Note (whether or not attached) shall become void and no Coupon shall bedelivered in respect of such Talon.
(iv) Upon the due date for redemption of any Bearer Note that is redeemable in instalments,
all Receipts relating to such Note having an Instalment Date falling on or after such due
date (whether or not attached) shall become void and no payment shall be made in
respect of them.
(v)

Where any Bearer Note that provides that the relevant unmatured Coupons are to
become void upon the due date for redemption of those Notes is presented forredemption without all unmatured Coupons, and where any Bearer Note is presented forredemption without any unexchanged Talon relating to it, redemption shall be madeonly against the provision of such indemnity as the Issuer may require.

(vi) If the due date for redemption of any Note is not a due date for payment of interest,
interest accrued from the preceding due date for payment of interest or the Interest
Commencement Date, as the case may be, shall only be payable against presentation(and surrender if appropriate) of the relevant Bearer Note or Certificate representing it,
as the case may be. Interest accrued on a Note that only bears interest after its Maturity
Date shall be payable on redemption of such Note against presentation of the relevant
Note or Certificate representing it, as the case may be.
(g)Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon
sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may
be surrendered at the specified office of the Issuing and Paying Agent on any business day inthe location of the specified office of the Issuing and Paying Agent in exchange for a further
Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any
Coupons that may have become void pursuant to Condition 9).

— 124 —

(h)Non-Business Days: If any date for payment in respect of any Note, Receipt or Coupon is
not a business day, the holder shall not be entitled to payment until the next following
business day nor to any interest or other sum in respect of such postponed payment. In thisCondition 7, ‘‘business day’’ means a day (other than a Saturday, Sunday or public holiday)
on which banks and foreign exchange markets are open for business in the relevant place ofpresentation, in such jurisdictions as shall be specified as ‘‘Additional Financial Centres’’
hereon and:(i)(in the case of a payment in a currency other than euro and Renminbi) where payment
is to be made by transfer to an account maintained with a bank in the relevant currency,
on which foreign exchange transactions may be carried on in the relevant currency inthe principal financial centre of the country of such currency; or(ii)(in the case of a payment in euro) which is a TARGET Business Day; or(iii) (in the case of a payment in Renminbi) on which banks and foreign exchange markets
are open for business and settlement of Renminbi payments in Hong Kong.
8.

TAXATION
All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of
the Notes, the Receipts, the Coupons or under the Guarantee, shall be made free and clear of, andwithout withholding or deduction for or on account of, any taxes, duties, assessments orgovernmental charges of whatever nature imposed, levied, collected, withheld or assessed by orwithin the British Virgin Islands or Hong Kong or, in each case, any political subdivision or any
authority therein or thereof having power to tax, unless such withholding or deduction is requiredby law.
If any Hong Kong or British Virgin Islands deduction or withholding is required in respect of theNotes, the Receipts, the Coupons or under the Guarantee, the Issuer or, as the case may be, theGuarantor shall pay such additional amounts (‘‘Additional Tax Amounts’’), so that the net amountreceived by Noteholders, Receiptholders or Couponholders equals the amounts which would
otherwise have been receivable by them had no such withholding or deduction been required,except that no such Additional Tax Amounts shall be payable in respect of any Note, Receipt or
Coupon:(a)to, or to a third party on behalf of, a Noteholder, Receiptholder or Couponholder who isliable to such taxes, duties, assessments or governmental charges in respect of such Note,
Receipt or Coupon by reason of his having some connection with the British Virgin Islandsor Hong Kong other than the mere holding of the Note, Receipt or Coupon; or(b)to, or to a third party on behalf of, a Noteholder, Receiptholder or Couponholder who could
lawfully avoid (but has not so avoided) such deduction or withholding by complying or
procuring that any third party complies with any statutory requirements or by making or
procuring that any third party makes a declaration of non-residence or other similar claim for
exemption to any tax authority in the place where the Note, Receipt or Coupon is presented
for payment; or— 125 —

(c)presented (or in respect of which the Certificate representing it is presented) for payment(where presentation is required) more than 30 days after the Relevant Date except to theextent that the Noteholder, Receiptholder or Couponholder would have been entitled to such
Additional Tax Amounts on presenting it for payment on the thirtieth day; or(d)with respect to such taxes, duties, assessments or governmental charges in respect of suchNote, Receipt or Coupon that would not have been imposed but for the failure of the
Noteholder, Receiptholder or Couponholder to comply with a timely request of the Issuer or
the Guarantor, addressed to the holder of such Note, Receipt or Coupon to provide
certification or information concerning the nationality, residence or identity of the holder orbeneficial owner of such Note, Receipt or Coupon, if compliance is required as aprecondition to relief or exemption from such taxes, duties, assessments or governmental
charges; or(e)with respect to any taxes, withholding or deduction imposed pursuant to the provisions ofSections 1471 through 1474 of the Code (including any successor provisions or amendments
thereof), any current or future regulations or agreements thereunder, any official
interpretations thereof or any law, regulation or official guidance implementing anintergovernmental approach thereto.

For the avoidance of doubt, the Issuer’s or the Guarantor’s obligation to pay additional amounts in
respect of taxes, duties, assessments and other governmental charges, as provided in these
Conditions, will not apply to (a) any estate, inheritance, gift, sales, transfer, personal property or
any similar tax, duty, assessment or other governmental charge or (b) any tax, duty, assessment orother governmental charge which is payable otherwise than by deduction or withholding frompayments of principal of, or interest on, the Notes.
As used in these Conditions, ‘‘Relevant Date’’ in respect of any Note, Receipt or Coupon means
the date on which payment in respect of it first becomes due or (if any amount of the money
payable is improperly withheld or refused) the date on which payment in full of the amountoutstanding is made or (if earlier) the date falling seven days after that on which notice is duly
given to the Noteholders that, upon further presentation of the Note (or relevant Certificate),
Receipt or Coupon being made in accordance with these Conditions, such payment will be made,provided that payment is in fact made upon such presentation. References in these Conditions to (i)‘‘principal’’ shall be deemed to include any premium payable in respect of the Notes (unlessotherwise provided), all Instalment Amounts, Final Redemption Amounts, Early Redemption
Amounts, Change of Control Redemption Amounts, Optional Redemption Amounts, Amortised
Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or
any amendment or supplement to it, (ii) ‘‘interest’’ shall be deemed to include all Interest Amounts
and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it and(iii) ‘‘principal’’ and/or ‘‘interest’’ shall be deemed to include any additional amounts that may bepayable under this Condition 8 or any undertaking given in addition to or in substitution for it
under the Trust Deed.
For the avoidance of doubt, neither the Trustee nor any Agent shall be responsible or liable forpaying any tax, duty, charges, withholding or other payment referred to in this Condition 8 or for
determining whether such amounts are payable or the amount thereof, and none of the Trustee or
any of the Agents shall be responsible or liable for (A) determining whether the Issuer, theGuarantor or any Noteholder, Receiptholder or Couponholder is liable to pay any taxes, duty,— 126 —

charges, withholding or other payment referred to in this Condition 8; or (B) determining thesufficiency or insufficiency of any amounts so paid. None of the Trustee or the Agents shall be
responsible or liable for any failure of the Issuer, the Guarantor, any Noteholder, Receiptholder or
Couponholder, or any other third party to pay such tax, duty, charges, withholding or otherpayment in any jurisdiction or to provide any notice or information to the Trustee or any Agentthat would permit, enable or facilitate the payment of any principal, premium (if any), interest orother amount under or in respect of the Notes without deduction or withholding for or on accountof any tax, duty, charge, withholding or other payment imposed by or in any jurisdiction.
9.

PRESCRIPTION
Claims against the Issuer and/or the Guarantor for payment in respect of the Notes, Receipts andCoupons (which, for this purpose, shall not include Talons) shall (subject as provided in Condition
7(f)(i)) be prescribed and become void unless made within 10 years (in the case of principal or
premium) or five years (in the case of interest) from the appropriate Relevant Date in respect of
them.

10.

EVENTS OF DEFAULT
If any of the following events (each an ‘‘Event of Default’’) occurs, the Trustee at its discretion
may, and if so requested by holders of at least 25 per cent. in nominal amount of the Notes thenoutstanding or if so directed by an Extraordinary Resolution shall (provided in any case that theTrustee shall first have been indemnified and/or secured and/or pre-funded to its satisfaction in its
sole discretion), give written notice to the Issuer and the Guarantor declaring that the Notes are,and they shall immediately become, due and payable at their Early Redemption Amount together(if applicable) with accrued interest:(a)Non-Payment: there has been a failure to pay the principal (which for the avoidance of
doubt does not include premium for the purposes of this Condition 10(a)), premium (if any)or interest on any of the Notes when due and such failure continues for a period of sevendays (in the case of principal) or 14 days (in the case of premium or interest); or(b)

Breach of Other Obligations: the Issuer or the Guarantor defaults in the performance orobservance of any of its other obligations under or in respect of the Notes or the Trust Deedand such default (i) is in the opinion of the Trustee incapable of remedy or (ii) if in theopinion of the Trustee is capable of remedy remains unremedied for 30 days after the Trustee
has given written notice thereof to the Issuer or the Guarantor, as the case may be; or(c)Cross-Acceleration:(i)any Indebtedness of the Issuer, the Guarantor or any of their respective Subsidiaries is
not paid when due or (as the case may be) within any originally applicable grace
period;(ii)

any such Indebtedness becomes due and payable prior to its stated maturity otherwise
than at the option of the Issuer, the Guarantor or (as the case may be) the relevant
Subsidiary or (provided that no event of default, howsoever described, has occurred)
any person entitled to such Indebtedness; or— 127 —

(iii) the Issuer, the Guarantor or any of their respective Subsidiaries fails to pay when due
any amount payable by it under any guarantee of any Indebtedness;
provided that (x) the amount of Indebtedness referred to in sub-paragraph (i) and/or subparagraph (ii) above and/or the amount payable under any guarantee referred to in subparagraph (iii) above individually or in the aggregate exceeds U.S.$20,000,000 (or its
equivalent in any other currency or currencies) and (y) such Indebtedness (other than any
such Indebtedness of the Issuer) has an original maturity of more than 365 days; or(d)Unsatisfied judgement: one or more judgement(s) or order(s) for the payment of anaggregate amount in excess of U.S.$20,000,000 (or its equivalent in any other currency or
currencies) is rendered against the Issuer, the Guarantor or any of their respective
Subsidiaries and continue(s) unsatisfied and unstayed for a period of 60 days after thedate(s) thereof or, if later, the date therein specified for payment; or(e)Security Enforced: a secured party takes possession, or a receiver, manager or other similar
officer is appointed, of the whole or any material part of the undertaking, assets and revenuesof the Issuer, the Guarantor or any Principal Subsidiary and such action is not discharged
within 45 days after the date thereof; or(f)Insolvency: (i) the Issuer, the Guarantor or any Principal Subsidiary becomes insolvent or isunable to pay its debts as they fall due, (ii) an administrator or liquidator of the Issuer, theGuarantor or any Principal Subsidiary or the whole or any material part of the undertaking,assets and revenues of the Issuer, the Guarantor or any Principal Subsidiary is appointed (orapplication for any such appointment is made), (iii) the Issuer, the Guarantor or any Principal
Subsidiary takes any action for a readjustment or deferment of any of its obligations or
makes a general assignment or an arrangement or composition with or for the benefit of its
creditors or declares a moratorium in respect of any of its Indebtedness or any guarantee of
any Indebtedness given by it, or (iv) the Issuer, the Guarantor or any Principal Subsidiaryceases or threatens to cease to carry on all or any substantial part of its business, except (A)in the case of any Principal Subsidiary, where the cessation is for the purpose of andfollowed by a solvent winding up, dissolution, reconstruction, amalgamation, merger orconsolidation whereby the business, undertaking and assets of such Principal Subsidiary aretransferred to or otherwise vested in the Issuer, the Guarantor, and/or another Subsidiary, or(b) on terms approved by an Extraordinary Resolution of the Noteholders; or(g)Winding-up etc.: an order by any court of competent jurisdiction or other authority is madeor an effective resolution is passed for the winding up, liquidation or dissolution of theIssuer, the Guarantor or any Principal Subsidiary, except (i) in the case of any Principal
Subsidiary, for the purpose of and followed by a solvent winding up, dissolution,
reconstruction, merger or consolidation whereby the business, undertaking and assets of such
Principal Subsidiary are transferred to or otherwise vested in the Issuer, the Guarantor and/or
another Subsidiary or (ii) on terms approved by an Extraordinary Resolution of the
Noteholders; or(h)Analogous events: any event occurs which under the laws of the British Virgin Islands,
Hong Kong or the PRC has an analogous effect to any of the events referred to in paragraphs(d) (Unsatisfied judgement) to (g) (Winding-up etc.) above; or— 128 —

(i)Failure to take action, etc.: any action, condition or thing at any time required to be taken,
fulfilled or done in order (i) to enable the Issuer and the Guarantor lawfully to enter into,
exercise their respective rights and perform and comply with their respective obligations
under and in respect of the Notes, the Trust Deed or the Agency Agreement, (ii) to ensurethat those obligations are legal, valid, binding and enforceable and (iii) to make the Notes,
the Trust Deed or the Agency Agreement admissible in evidence in the courts of England is
not taken, fulfilled or done; or(j)Unlawfulness: it is or will become unlawful for the Issuer or the Guarantor to perform orcomply with any of its obligations under or in respect of the Notes, the Trust Deed or the
Agency Agreement; or(k)Unenforceability of Guarantee: except as permitted under the Trust Deed, any part of the
Guarantee is unenforceable or invalid or shall for any reason cease to be in full force andeffect or is claimed to be unenforceable, invalid or not in full force and effect by the Issuer
or the Guarantor.

In this Condition 10:‘‘Principal Subsidiary’’ means a principal subsidiary of the Guarantor as set out in its most recent
Guarantor Audited Financial Statements.
A certificate in English in substantially the form scheduled to the Trust Deed prepared and signedby an Authorised Signatory of the Guarantor that, in the opinion of the Guarantor, a Subsidiary is
or is not, or was or was not, a Principal Subsidiary of the Guarantor shall be conclusive andbinding on the Noteholders and all parties in the absence of manifest error.
‘‘guarantee’’ means, in relation to any Indebtedness of any Person, any obligation of another
Person to pay such Indebtedness including (without limitation):(a)any obligation to purchase such Indebtedness;(b)

any obligation to lend money, to purchase or subscribe shares or other securities or topurchase assets or services in order to provide funds for the payment of such Indebtedness;(c)

any indemnity against the consequences of a default in the payment of such Indebtedness;
and

(d)

any other agreement to be responsible for such Indebtedness;‘‘Indebtedness’’ means any indebtedness of any Person for money borrowed or raised including(without limitation) any indebtedness for or in respect of:(a)amounts raised by acceptance under any acceptance credit facility;(b)amounts raised under any note purchase facility;(c)the amount of any liability in respect of leases or hire purchase contracts which would, in
accordance with applicable law and generally accepted accounting principles, be treated as
finance or capital leases;— 129 —

11.

(d)the amount of any liability in respect of any purchase price for assets or services the paymentof which is deferred for a period in excess of 60 days; and(e)amounts raised under any other transaction (including, without limitation, any forward sale orpurchase agreement) having the commercial effect of a borrowing;

MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION(a)

Meetings of Noteholders: The Trust Deed contains provisions for convening meetings ofNoteholders to consider matters affecting their interests, including without limitation the
sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any
provisions of the Trust Deed and the Agency Agreement. Such a meeting may be convenedby the Issuer, the Guarantor or the Trustee and shall be convened by the Trustee if requested
to do so in writing by Noteholders holding not less than 10 per cent. in aggregate nominal
amount of the Notes for the time being outstanding and subject to the Trustee being
indemnified and/or secured and/or pre-funded to its satisfaction against all costs andexpenses. The quorum for any meeting convened to consider an Extraordinary Resolution
will be two or more persons holding or representing more than 50 per cent. in aggregate
nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two
or more persons being or representing Noteholders whatever the nominal amount of the Notes
held or represented, unless the business of such meeting includes consideration of proposals,inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Dateor any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel
the nominal amount of, or any Instalment Amount of, or any Redemption Amount in respectof, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates ofinterest in respect of the Notes or to vary the method or basis of calculating the rate or rates
or amount of interest or the basis for calculating any Interest Amount in respect of the Notes,(iv) if a Minimum Rate of Interest and/or a Maximum Rate of Interest, Instalment Amount or
Redemption Amount is shown hereon, to reduce any such Minimum Rate of Interest and/or
Maximum Rate of Interest, (v) to vary any method of, or basis for, calculating the Final
Redemption Amount, the Early Redemption Amount, Change of Control Redemption Amountor the Optional Redemption Amount, including the method of calculating the Amortised Face
Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes,(vii) to modify the provisions concerning the quorum required at any meeting of Noteholders
or the majority required to pass an Extraordinary Resolution, or (viii) to modify or cancel the
Guarantee otherwise than in accordance with Condition 11(b), in which case the necessary
quorum will be two or more persons holding or representing not less than two-thirds or at
any adjourned meeting not less than one-quarter in aggregate nominal amount of the Notes
for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on
Noteholders (whether or not they were present at the meeting at which such resolution was
passed) and on all Couponholders.
The Trust Deed provides that a resolution (x) in writing signed by or on behalf of the holders
of not less than 75 per cent. in aggregate nominal amount of the Notes for the time being
outstanding, or (y) passed by Electronic Consent shall for all purposes be as valid andeffective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened
and held. Such a resolution in writing may be contained in one document or several
documents in the same form, each signed by or on behalf of one or more Noteholders.

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These Conditions may be amended, modified or varied in relation to any Series of Notes by
the terms of the relevant Pricing Supplement in relation to such Series.

12.

(b)

Modification and Waiver: The Trustee may (but shall not be obliged to) agree, without theconsent of the Noteholders, Receiptholders or Couponholders, to (i) any modification of anyof these Conditions or any of the provisions of the Trust Deed or the Agency Agreement thatis in the opinion of the Trustee of a formal, minor or technical nature or is made to correct amanifest error or is to comply with any mandatory provision of applicable law, and (ii) any
other modification (except as mentioned in the Trust Deed), and any waiver or authorisationof any breach or proposed breach, of any of these Conditions or any of the provisions of theTrust Deed or the Agency Agreement that is in the opinion of the Trustee not materially
prejudicial to the interests of the Noteholders. Any such modification, authorisation or waiver
shall be binding on the Noteholders, Receiptholders and the Couponholders and, unless theTrustee otherwise agrees, such modification, authorisation or waiver shall be notified by theIssuer to the Noteholders as soon as practicable thereafter.

(c)

Substitution: The Trust Deed contains provisions permitting (but not obliging) the Trustee toagree, subject to such amendment of the Trust Deed and such other conditions as the Trustee
may require pursuant to the Trust Deed, but without the consent of the Noteholders,Receiptholders or the Couponholders, to the substitution of the Issuer’s successor in businessor any Subsidiary of the Issuer or its successor in business or of the Guarantor or its
successor in business or any Subsidiary of the Guarantor or its successor in business in placeof the Issuer or the Guarantor, as the case may be, or of any previous substituted company,as principal debtor or guarantor under the Trust Deed and the Notes. In the case of such a
substitution, the Trustee may (but shall not be obliged to) agree, without the consent of the
Noteholders, Receiptholders or the Couponholders, to a change of the law governing theNotes, the Receipts, the Coupons, the Talons, and/or the Trust Deed provided that suchchange would not in the opinion of the Trustee be materially prejudicial to the interests of
the Noteholders.

(d)Entitlement of the Trustee: In connection with the exercise of its functions, rights, powers
and discretions (including but not limited to those referred to in this Condition 11) the
Trustee shall have regard to the interests of the Noteholders as a class and shall not haveregard to the consequences of such exercise for individual Noteholders, Receiptholders or
Couponholders, and the Trustee shall not be entitled to require on behalf of any Noteholder,Receiptholder or Couponholder, nor shall any Noteholder, Receiptholder or Couponholder be
entitled to claim, from the Issuer or the Guarantor any indemnification or payment in respectof any tax consequence of any such exercise upon individual Noteholders or Couponholders.

ENFORCEMENTAt any time after the Notes become due and payable, the Trustee may (but shall not be obliged to),at its discretion and without further notice, take such steps and/or actions and/or institute suchproceedings against the Issuer or the Guarantor as it may think fit to enforce the terms of the Trust
Deed, the Notes, the Receipts and the Coupons, but it need not take any such steps and/or actions
and/or institute any such proceedings unless (a) it shall have been so directed by an Extraordinary
Resolution or so requested in writing by Noteholders holding at least 25 per cent. in aggregate
nominal amount of the Notes then outstanding, and (b) it shall first have been indemnified and/or— 131 —

secured and/or pre-funded to its satisfaction. No Noteholder, Receiptholder and/or Couponholder
may proceed directly against the Issuer or the Guarantor unless the Trustee, having become boundso to proceed, fails to do so within a reasonable time and such failure is continuing.
13.

INDEMNIFICATION OF THE TRUSTEEThe Trust Deed contains provisions for the indemnification of the Trustee and for its relief from
responsibility, including, without limitation, provisions relieving it from taking such steps and/or
actions and/or instituting such proceedings to enforce payment unless first indemnified and/or
secured and/or pre-funded to its satisfaction. The Trustee is entitled to enter into business
transactions with the Issuer, the Guarantor, any subsidiary of the Issuer and/or Guarantor and/or
any entity related (directly or indirectly) to the Issuer or the Guarantor without accounting for any
profit.
None of the Trustee or any of the Agents shall be responsible for the performance by the Issuer,
the Guarantor and any other person appointed by the Issuer and/or the Guarantor in relation to theNotes of the duties and obligations on their part expressed in respect of the same and, unless it has
written notice from the Issuer or the Guarantor to the contrary, the Trustee and each Agent shall beentitled to assume that the same are being duly performed. None of the Trustee or any Agent shallbe liable to any Noteholder, Receiptholder or Couponholder or any other person for any action
taken by the Trustee or such Agent in accordance with the instructions of the Noteholders. The
Trustee shall be entitled to rely on any direction, request or resolution of Noteholders given byholders of the requisite nominal amount of Notes outstanding or passed at a meeting ofNoteholders convened and held in accordance with the Trust Deed. Whenever the Trustee isrequired or entitled by the terms of the Trust Deed, the Agency Agreement or these Conditions toexercise any discretion or power, take any action, make any decision or give any direction, theTrustee is entitled, prior to its exercising any such discretion or power, taking any such action,
making any such decision, or giving any such direction, to seek directions from the Noteholders by
way of an Extraordinary Resolution, and the Trustee is not responsible for any loss or liability
incurred by any person as a result of any delay in it exercising such discretion or power, taking
such action, making such decision, or giving such direction where the Trustee is seeking suchdirections or in the event that no such directions are received. The Trustee and the Agents shall not
be under any obligation to ascertain whether any Event of Default, Default or Potential Event of
Default (as defined in the Trust Deed), as the case may be, has occurred or may occur or tomonitor compliance with the provisions of the Trust Deed, the Agency Agreement or these
Conditions.
The Trustee and the Agents may rely without liability to Noteholders, Receiptholders or
Couponholders on any report, confirmation, opinion or certificate or any advice of any legal
advisers, accountants, financial advisers, financial institution or any other expert, whether or not
addressed to them and whether their liability in relation thereto is limited (by its terms or by any
engagement letter relating thereto entered into by the Trustee or any other person or in any othermanner) by reference to a monetary cap, methodology or otherwise. The Trustee or any Agent may
accept and shall be entitled to rely on any such report, confirmation, opinion or certificate oradvice and, in such event, such report, confirmation, opinion or certificate or advice shall bebinding on the Issuer, the Guarantor, the Noteholders, Receiptholders and the Couponholders.

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Each Noteholder shall be solely responsible for making and continuing to make its own
independent appraisal and investigation into the financial condition, creditworthiness, condition,affairs, status and nature of the Issuer and its Subsidiaries, and the Trustee shall not at any time
have any responsibility for the same and each Noteholder shall not rely on the Trustee in respect
thereof.
14.

REPLACEMENT OF NOTES, CERTIFICATES, RECEIPTS, COUPONS AND TALONS
If a Note, Certificate, Receipt, Coupon or Talon is mutilated or defaced or is alleged to have been
lost, stolen or destroyed, it may be replaced, subject to applicable laws, regulations and stock
exchange or other relevant authority regulations, at the specified office of the Issuing and Paying
Agent (in the case of Bearer Notes, Receipts, Coupons or Talons) and of the Registrar (in the caseof Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may fromtime to time be designated by the Issuer for that purpose and notice of whose designation is given
to Noteholders, in each case on payment by the claimant of the fees and costs incurred inconnection therewith and on such terms as to evidence, security and indemnity as the Issuer or the
relevant Agent may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talonsmust be surrendered before replacements will be issued.

15.

FURTHER ISSUESThe Issuer may from time to time without the consent of the Noteholders, Receiptholders or
Couponholders create and issue further securities having the same terms and conditions as theNotes in all respects (or in all respects except for the Issue Date, the issue price and the firstpayment of interest on them) and so that such further issue shall be consolidated and form a single
series with an outstanding Series. References in these Conditions to the Notes include (unless thecontext requires otherwise) any such other securities issued pursuant to this Condition 15 andconsolidated and forming a single series with the Notes. Any further notes consolidated andforming a single series with the outstanding notes of any series (including the Notes) constitutedby the Trust Deed or any deed supplemental to it shall, and any other notes may (with the consent
of the Trustee), be constituted by the Trust Deed. The Trust Deed contains provisions forconvening a single meeting of the Noteholders and the holders of notes of other series where theTrustee so decides.
In the case of further Bearer Notes which are issued in accordance with the TEFRA D rules (andtherefore must be initially represented by a temporary Global Note exchangeable for interests in apermanent Global Note or Definitive Notes), any consolidation of such further Bearer Notes withoutstanding Bearer Notes into a single series can only occur following the exchange of interests inthe temporary Global Note for interests in the permanent Global Note or Definitive Notes uponcertification of non-U.S. beneficial ownership.

16.

NOTICES
Notices to the holders of Registered Notes shall be in English and mailed to them at theirrespective addresses in the Register and deemed to have been given on the fourth weekday (beinga day other than a Saturday, a Sunday or a public holiday) after the date of mailing and, so long as
the Notes are listed on any stock exchange and the rules of that stock exchange so require, duly
published in a manner that complies with the rules and regulations of such stock exchange.

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Notices to the holders of Bearer Notes shall be valid if published in English in a daily newspaperof general circulation in Asia and, so long as the Notes are listed on any stock exchange and therules of that stock exchange so require, duly published in a manner that complies with the rules
and regulations of such stock exchange. If any such publication is not practicable, notice shall bevalidly given if published in another leading daily English language newspaper with generalcirculation in Asia. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once or on different dates, on the first date on which
publication is made, as provided above. Couponholders shall be deemed for all purposes to havenotice of the contents of any notice given to the holders of Bearer Notes in accordance with thisCondition 16.
Receiptholders and Couponholders shall be deemed for all purposes to have notice of the contentsof any notice given to the holders of Bearer Notes in accordance with this Condition 16.
For so long as any of the Notes are represented by a Global Note or a Global Certificate and such
Global Note or Global Certificate is held on behalf of: (i) Euroclear or Clearstream or any otherclearing system, any notice to the holders of the Notes shall be validly given by delivery of therelevant notice to that clearing system for communication by the relevant clearing system toentitled accountholders in substitution for notification as required by the Conditions or by deliveryof the relevant notice to the holder of the Global Note or Global Certificate; or (ii) the CMU, any
notice to the holders of the Notes may be given by delivery of the relevant notice (A) to the CMU,or (B) to persons shown in a CMU Issue Position Report issued by the CMU on the business day
preceding the date of dispatch of such notice as holding interests in the relevant Global Note or
Global Certificate, in substitution for publication as required by the Conditions or by delivery of
the relevant notice to the holder of the Global Note or Global Certificate, and any such notice
shall be deemed to have been given to the Noteholders (in the case of (A)) on the day on whichsuch notice is delivered to the CMU and (in the case of (B)) on the second business day on whichsuch notice is delivered to the persons shown in the CMU Issue Position Report.
17.

CURRENCY INDEMNITY
Any amount received or recovered in a currency other than the currency in which payment under
the relevant Note, Receipt or Coupon is due (whether as a result of, or of the enforcement of, ajudgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of
the Issuer, the Guarantor or otherwise) by any Noteholder, Receiptholder or Couponholder inrespect of any sum expressed to be due to it from the Issuer or the Guarantor shall only constitutea discharge to the Issuer and the Guarantor to the extent of the amount in the currency of payment
under the relevant Note, Receipt or Coupon that the recipient is able to purchase with the amountso received or recovered in that other currency on the date of that receipt or recovery (or, if it is
not practicable to make that purchase on that date, on the first date on which it is practicable to doso). If the amount received or recovered is less than the amount expressed to be due to therecipient under any Note, Receipt or Coupon, the Issuer and the Guarantor jointly and severally
shall indemnify it against any loss sustained by it as a result. In any event, the Issuer and the
Guarantor jointly and severally shall indemnify the recipient against the cost of making any such
purchase. For the purposes of this Condition 17, it shall be sufficient for the Noteholder,Receiptholder or Couponholder, as the case may be, to demonstrate that it would have suffered aloss had an actual purchase been made. These indemnities constitute a separate and independent
obligation from the other obligations of the Issuer and the Guarantor, respectively, shall give rise
to a separate and independent cause of action, shall apply irrespective of any indulgence granted— 134 —

by any Noteholder, Receiptholder or Couponholder and shall continue to be in full force and effectdespite any other judgment, order, claim or proof for a liquidated amount in respect of any sum
due under any Note, Receipt or Coupon or any other judgment or order.
18.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No person shall have any right to enforce any term or condition of the Notes under the Contracts(Rights of Third Parties) Act 1999 except to the extent expressly provided for in these Conditions
and in the Trust Deed.
Notwithstanding any term or provision to the contrary, the consent of any person who is not a
Noteholder is not required to modify, vary or waive any of these Conditions and the consent ofany person who is neither a Noteholder nor a party to the Trust Deed or (as the case may be) the
Agency Agreement is not required to modify, vary or waive any provision of the Trust Deed or (asthe case may be) the Agency Agreement.

19.

GOVERNING LAW AND JURISDICTION(a)

Governing Law: The Trust Deed, the Notes, the Receipts, the Coupons and the Talons andthe Agency Agreement and any non-contractual obligations arising out of or in connection
with them, are governed by, and shall be construed in accordance with, English law.

(b)

Jurisdiction: The courts of Hong Kong are to have exclusive jurisdiction to settle any
disputes that may arise out of or in connection with the Notes, Receipts, Coupons or Talons,
the Agency Agreement and the Trust Deed and accordingly any legal action or proceedings
arising out of or in connection with any Notes, Receipts, Coupons or Talons, the Agency
Agreement or the Trust Deed (‘‘Proceedings’’) shall be brought in the courts of Hong Kong.
Pursuant to the Trust Deed, each of the Issuer, the Guarantor and the Trustee has irrevocably
submitted to the exclusive jurisdiction of the courts of Hong Kong and waived any objection
to Proceedings in any such courts whether on the ground of venue or on the ground that theProceedings have been brought in an inconvenient forum.

(c)Agent for Service of Process: The Issuer has irrevocably agreed to receive service ofprocess at the Guarantor’s place of business in Hong Kong from time to time, currently at
26th Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong in any Proceedings inHong Kong.

(d)

Waiver of Immunity: Each of the Issuer and the Guarantor hereby waives any right to claim
sovereign or other immunity from jurisdiction or execution and any similar defence whether
in the Hong Kong courts or in any other courts or tribunals where a judgement or award may
be enforced, agrees not to plead or claim any such immunity in any Proceedings orarbitration, and irrevocably consents to the giving of any relief or the issue of any process,including, without limitation, the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgement made or given
in connection with any Proceedings or arbitration and/or any pre-judgement interim relief orpost execution judgement.

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SUMMARY OF PROVISIONS RELATING TO
THE NOTES WHILE IN GLOBAL FORM
Terms used in this section that are not otherwise defined shall have the meanings given to them in‘‘Terms and Conditions of the Notes’’.
INITIAL ISSUE OF NOTES
Global Notes and Global Certificates may be delivered on or prior to the original issue date of theTranche to a common depositary for Euroclear and Clearstream (the ‘‘Common Depositary’’) or a subcustodian for the CMU.
Upon the initial deposit of a Global Note or a Global Certificate with the Common Depositary or with a
sub-custodian for the CMU or registration of Registered Notes in the name of (i) any nominee of theCommon Depositary for Euroclear and Clearstream or (ii) the Hong Kong Monetary Authority as
operator of the CMU and delivery of the relevant Global Note or Global Certificate to the Common
Depositary or the sub-custodian for the CMU (as the case may be), Euroclear or Clearstream or the
CMU (as the case may be) will credit each subscriber with a nominal amount of Notes equal to thenominal amount thereof for which it has subscribed and paid.
Notes that are initially deposited with the Common Depositary may also be credited to the accounts ofsubscribers with (if indicated in the relevant Pricing Supplement) other clearing systems through direct
or indirect accounts with Euroclear and Clearstream held by such other clearing systems. Conversely,
Notes that are initially deposited with any other clearing system may similarly be credited to theaccounts of subscribers with Euroclear, Clearstream or other clearing systems.
RELATIONSHIP OF ACCOUNTHOLDERS WITH CLEARING SYSTEMS
Save as provided in the following paragraph each of the persons shown in the records of Euroclear,
Clearstream or any other clearing system (an ‘‘Alternative Clearing System’’) as the holder of a Note
represented by a Global Note or a Global Certificate must look solely to Euroclear, Clearstream or any
such Alternative Clearing System (as the case may be) for his share of each payment made by the Issuer
to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be,
and in relation to all other rights arising under the Global Notes or Global Certificates, subject to and inaccordance with the respective rules and procedures of Euroclear, Clearstream or such Alternative
Clearing System (as the case may be). Such persons shall have no claim directly against the Issuer inrespect of payments due on the Notes for so long as the Notes are represented by such Global Note or
Global Certificate and such obligations of the Issuer will be discharged by payment to the bearer of such
Global Note or the holder of the underlying Registered Notes, as the case may be, in respect of eachamount so paid.
If a Global Note or a Global Certificate is lodged with a sub-custodian for or registered with the CMU,
the person(s) for whose account(s) interests in such Global Note or Global Certificate are credited as
being held in the CMU in accordance with the CMU Rules (as defined in the Agency Agreement) shallbe the only person(s) entitled or in the case of Registered Notes, directed or deemed by the CMU as
entitled to receive payments in respect of Notes represented by such Global Note or Global Certificate
and the Issuer will be discharged by payment to, or to the order of, such person(s) for whose account(s)interests in such Global Note or Global Certificate are credited as being held in the CMU in respect ofeach amount so paid. Each of the persons shown in the records of the CMU as the beneficial holder of a

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particular nominal amount of Notes represented by such Global Note or Global Certificate must looksolely to the CMU for his share of each payment so made by the Issuer in respect of such Global Noteor Global Certificate.
EXCHANGE
Temporary Global Notes
Each Temporary Global Note will be exchangeable, free of charge to the holder, on or after its
Exchange Date:(i)

if the relevant Pricing Supplement indicates that such Global Note is issued in compliance withTEFRA C or in a transaction to which TEFRA is not applicable (as to which, see ‘‘Summary of
the Programme — Selling Restrictions’’), in whole, but not in part, for the Definitive Notes
defined and described below; and(ii)

otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in the form
set out in the Agency Agreement for interests in a Permanent Global Note or, if so provided in therelevant Pricing Supplement, for Definitive Notes.

The CMU may require that any such exchange for a Permanent Global Note is made in whole and not inpart and in such event, no such exchange will be effected until all relevant account holders (as set out ina CMU Issue Position Report (as defined in the rules of the CMU) or any other relevant notification
supplied to the CMU Lodging and Paying Agent by the CMU) have so certified.
The holder of a Temporary Global Note issued pursuant to TEFRA D will not be entitled to collect any
payment of interest, principal or other amount due on or after the Exchange Date unless, upon due
certification as to non-U.S. beneficial ownership in the form set out in the Agency Agreement, exchangeof the Temporary Global Note for an interest in a Permanent Global Note or for Definitive Notes is
improperly withheld or refused. The payments in respect of a Note issued under TEFRA D pursuant to
Conditions 6(d) and 6(f) may not be collected without certificate as to non-U.S. beneficial ownership.
In respect of a Note issued under TEFRA D, for the purpose of dealing in Euroclear or Clearstream or
the CMU, any further issue of Notes by the Issuer pursuant to Condition 15 may not be consolidated
and form a single series with the outstanding securities of any series (including the Notes) until theexchange of interests in a Temporary Global Note for interests in a Permanent Global Note upon therelevant Certification.
Permanent Global Notes
Each Permanent Global Note will be exchangeable, free of charge to the holder, on or after its Exchange
Date in whole but not, except as provided in the paragraph titled ‘‘Partial Exchange of Permanent
Global Notes’’ below, in part for Definitive Notes if the Permanent Global Note is held on behalf ofEuroclear, Clearstream, the CMU or an Alternative Clearing System and any such clearing system isclosed for business for a continuous period of 14 days (other than by reason of holidays, statutory orotherwise) or announces an intention permanently to cease business or in fact does so.

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In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shall be issuedin Specified Denomination(s) only. A Noteholder who holds a nominal amount of less than theminimum Specified Denomination will not receive a Definitive Note in respect of such holding andwould need to purchase a nominal amount of Notes such that it holds an aggregate nominal amountequal to one or more Specified Denominations.
Global Certificates
If the Pricing Supplement states that the Notes are to be represented by a Global Certificate on issue
following will apply in respect of exchange of Notes held in Euroclear, Clearstream, the CMU or an
Alternative Clearing System. These provisions will not prevent the trading of interests in the Notes
within a clearing system whilst they are held on behalf of such clearing system, but will limit thecircumstances in which the Notes may be withdrawn from the relevant clearing system. Exchange of theholding of Notes represented by any Global Certificate may only be made in part if the relevant clearing
system is closed for business for a continuous period of 14 days (other than by reason of holidays,
statutory or otherwise) or announces an intention permanently to cease business or does in fact do so.
In the event that a Global Certificate is exchanged for a definitive Certificate, such definitive Certificate
shall be issued in Specified Denomination(s) only. A Noteholder who holds a nominal amount of lessthan the minimum Specified Denomination will not receive a definitive Certificate in respect of suchholding and would need to purchase a nominal amount of Notes such that it holds an aggregatednominal amount equal to one or more Specified Denominations.
Partial Exchange of Permanent Global Notes
For so long as a Permanent Global Note is held on behalf of a clearing system and the rules of thatclearing system permit, such Permanent Global Note will be exchangeable in part on one or more
occasions for Definitive Notes (i) if principal, interests and Instalment Amounts in respect of any Notes
is not paid when due or (ii) if so provided in, and in accordance with, the Terms and Conditions of theNotes (which will be set out in the relevant Pricing Supplement) relating to Partly Paid Notes.
Delivery of Notes
On or after any due date for exchange, the holder of a Global Note may surrender such Global Note or,in the case of a partial exchange, present it for endorsement to or to the order of the Issuing and Paying
Agent (or, in the case of Notes lodged with the CMU, the CMU Lodging and Paying Agent).
In exchange for any Global Note, or the part thereof to be exchanged, the Issuer will (i) in the case of a
Temporary Global Note exchangeable for a Permanent Global Note, deliver, or procure the delivery of, aPermanent Global Note in an aggregate nominal amount equal to that of the whole or that part of a
Temporary Global Note that is being exchanged or, in the case of a subsequent exchange, endorse, or
procure the endorsement of, a Permanent Global Note to reflect such exchange or (ii) in the case of a
Global Note exchangeable for Definitive Notes, deliver, or procure the delivery of, an equal aggregate
nominal amount of duly executed and authenticated Definitive Notes. Global Notes, Global Certificatesand Definitive Notes will be delivered outside the United States and its possessions. In this Offering
Circular, ‘‘Definitive Notes’’ means, in relation to any Global Note, the definitive Bearer Notes forwhich such Global Note may be exchanged (if appropriate, having attached to them all Coupons andReceipts in respect of interest or Instalment Amounts that have not already been paid on the Global
Note and a Talon).

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Definitive Notes will be security printed in accordance with any applicable legal and stock exchange
requirements substantially in the form set out in the Schedules to the Trust Deed. On exchange in full ofeach Permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled andreturned to the holder together with the relevant Definitive Notes.
Exchange Date‘‘Exchange Date’’ means, in relation to a Temporary Global Note, the day falling after the expiry of 40days after its issue date and, in relation to an exchange of a Permanent Global Note for Definitive
Notes, a day falling not less than 60 days, after that on which the notice requiring exchange is given andon which banks are open for business in the city in which the specified office of the Issuing and Paying
Agent or the CMU Lodging and Paying Agent, as the case maybe, is located and except in the casewhere the Permanent Global Note is held on behalf of a Clearing System, in the city in which therelevant Clearing System is located.
Amendment to the Terms and Conditions of the Notes
The Temporary Global Notes, Permanent Global Notes and Global Certificates contain provisions that
apply to the Notes that they represent, some of which modify the effect of the Terms and Conditions of
the Notes set out in this Offering Circular. The following is a summary of certain of those provisions:Payments
No payment falling due after the Exchange Date will be made on any Global Note unless exchange for
an interest in a Permanent Global Note or for Definitive Notes is improperly withheld or refused.
Payments on any Temporary Global Note issued in compliance with TEFRA D before the Exchange
Date will only be made against presentation of certification as to non-U.S. beneficial ownership in theform set out in the Agency Agreement. All payments in respect of Notes represented by a Global Note(except with respect to a Global Note held through the CMU) will be made against presentation forendorsement and, if no further payment falls to be made in respect of the Notes, surrender of that Global
Note to or to the order of the Issuing and Paying Agent as shall have been notified to the Noteholders
for such purpose. A record of each payment so made will be enfaced on each Global Note, which
endorsement will be prima facie evidence that such payment has been made in respect of the Notes.
Conditions 7(f)(vi) and 8(c) of the Terms and Conditions of the Notes will apply to the Definitive Notes
only. For the purpose of any payments made in respect of a Global Note, the relevant place ofpresentation (if applicable) shall be disregarded in the definition of ‘‘business day’’ set out in Condition
7(h) of the Terms and Conditions of the Notes.
All payments in respect of Notes represented by a Global Certificate (other than a Global Certificate
held through the CMU) will be made to, or to the order of, the person whose name is entered on theRegister at the close of business on the record date which shall be the Clearing System Business Day
immediately prior to the date for payment, where ‘‘Clearing System Business Day’’ means Monday to
Friday inclusive except 25 December and 1 January.
In respect of a Global Note or Global Certificate representing Notes held through the CMU, any
payments of principal, interest (if any) or any other amounts shall be made to the person(s) for whose
account(s) interests in the relevant Global Note or Global Certificate are credited (as set out in therecords of the CMU) at the close of business on the Clearing System Business Day immediately prior to— 139 —

the date for payment and, save in the case of final payment, no presentation of the relevant bearer
Global Note or Global Certificate shall be required for such purpose. For the purposes of this paragraph,‘‘Clearing System Business Day’’ means a day on which the CMU is operating and open for business.
Prescription
Claims against the Issuer in respect of Notes that are represented by a Permanent Global Note will
become void unless it is presented for payment within a period of 10 years (in the case of principal) andfive years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 8 of theTerms and Conditions of the Notes).
Meetings
The holder of a Permanent Global Note or of the Notes represented by a Global Certificate shall (unlesssuch Permanent Global Note or Global Certificate represents only one Note) be treated as two persons
for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, theholder of a Permanent Global Note or of the Notes represented by a Global Certificate shall be treatedas having one vote in respect of each integral currency unit of the Specified Currency of the Notes. All
holders of Registered Notes are entitled to one vote in respect of each integral currency unit of theSpecified Currency of the Notes comprising such Noteholders holding, whether or not represented by a
Global Certificate.
Cancellation
Cancellation of any Note represented by a Permanent Global Note that is required by the Terms andConditions of the Notes to be cancelled (other than upon its redemption) will be effected by reduction in
the nominal amount of the relevant Permanent Global Note or its presentation to or to the order of theIssuing and Paying Agent (or, in the case of Notes lodged with the CMU, the CMU Lodging and Paying
Agent) for endorsement in the relevant schedule of such Permanent Global Note or, in the case of a
Global Certificate, by reduction in the aggregate nominal amount of the Certificates in the Register,whereupon the nominal amount thereof shall be reduced for all purposes by the amount so cancelled andendorsed.
Purchase
Notes represented by a Permanent Global Note or by a Global Certificate may only be purchased by theIssuer, the Guarantor or any of their respective subsidiaries if they are purchased together with the rights
to receive all future payments of interest and Instalment Amounts (if any) thereon.
Issuer’s Option
Any option of early redemption of the Issuer provided for in the Terms and Conditions of the Notes of
any Notes while such Notes are represented by a Permanent Global Note or by a Global Certificate shallbe exercised by the Issuer giving notice to the Noteholders within the time limits set out in andcontaining the information required by the Terms and Conditions of the Notes, except that the notice
shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an
option and accordingly no drawing of Notes shall be required. In the event that any option of the Issuer
is exercised in respect of some but not all of the Notes of any Series, the rights of accountholders with aclearing system in respect of the Notes will be governed by the standard procedures of Euroclear,
Clearstream, the CMU or Alternative Clearing System (as the case may be).

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Noteholders’ Options
Any option of the Noteholders provided for in the Terms and Conditions of the Notes of any Notes
while such Notes are represented by a Permanent Global Note may be exercised by the holder of thePermanent Global Note giving notice to the Issuing and Paying Agent (or, in the case of Notes lodged
with the CMU, the CMU Lodging and Paying Agent) within the time limits relating to the deposit ofNotes with a Paying Agent, a Transfer Agent or the Registrar (as applicable) set out in the Terms andConditions of the Notes substantially in the form of the notice available from any Paying Agent, any
Transfer Agent or the Registrar (as applicable), except that the notice shall not be required to contain thecertificate numbers of the Notes in respect of which the option has been exercised, and stating thenominal amount of Notes in respect of which the option is exercised and at the same time presenting thePermanent Global Note to the Issuing and Paying Agent (or, in the case of Notes lodged with the CMU,
the CMU Lodging and Paying Agent), for notation accordingly in relevant schedule of such Permanent
Global Note. Any option of the Noteholders provided for in the Conditions of any Notes while such
Notes are represented by a Global Certificate may be exercised in respect of all or some of the Notes
represented by the Global Certificate.
Trustee’s Powers
In considering the interests of Noteholders while any Global Note is held on behalf of, or Registered
Notes are registered in the name of, or in the name of any nominee for, a clearing system, the Trustee
may have regard to any information provided to it by such clearing system or its operator as to theidentity (either individually or by category) of its accountholders with entitlements to such Global Noteor Registered Notes and may consider such interest if such accountholders were the holders of the Notes
represented by such Global Note or the relevant Global Certificate, as the case may be.
Notices
So long as any Notes are represented by a Global Note or a Global Certificate and such Global Note or
Global Certificate is held on behalf of (i) Euroclear and/or Clearstream or Alternative Clearing System(except as provided in (ii) below), notices to the holders of Notes of that Series may be given by
delivery of the relevant notice to that clearing system for communication by it to entitled accountholders
in substitution for publication as required by the Terms and Conditions of the Notes or by delivery of
the relevant notice to the holder of the Global Note or (ii) the CMU, notices to the holders of Notes ofthat Series may be given by delivery of the relevant notice to the CMU in substitution for publication as
required by the Conditions or by delivery of the relevant notice to the holder of the Global Note or
Global Certificate, and any such notice shall be deemed to have been given to the Noteholders on the
day on which such notice is delivered to the CMU.
PARTLY PAID NOTESThe provisions relating to Partly Paid Notes are not set out in this Offering Circular, but will becontained in the relevant Pricing Supplement and thereby in the Global Notes. While any instalments ofthe subscription moneys due from the holder of Partly Paid Notes are overdue, no interest in a Global
Note representing such Notes may be exchanged for an interest in a Permanent Global Note or for
Definitive Notes (as the case may be). If any Noteholder fails to pay any instalment due on any Partly
Paid Notes within the time specified, the Issuer may forfeit such Notes and shall have no further
obligation to their holders in respect of them.

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DESCRIPTION OF THE ISSUER
FORMATION
The Issuer is a BVI business company with limited liability incorporated in the British Virgin Islands on
30 December 2021 with company number 2087199. Its registered office is located at Kingston
Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The Issuer is an indirect whollyowned subsidiary of the Company.
BUSINESS ACTIVITY
As of the date of this Offering Circular, the Issuer has not engaged, since its incorporation, in any
material activities other than those relating to the establishment of the Programme, the issuance of Notes
under the Programme, the on-lending of the proceeds of the Notes to the Company or the Company’s
Subsidiaries and affiliates, and the authorisation of documents and agreements referred to in thisOffering Circular to which it is or will be a party.
DIRECTORS AND OFFICERS
The directors of the Issuer are LIU Liang and ZHENG Ying.
SHAREHOLDINGAs of the date of this Offering Circular, the Issuer is authorised to issue a maximum of 50,000 shares ofa single class each with a par value of US$1.00 each. As of the date of this Offering Circular, one
ordinary share, which is held by the Company indirectly through other wholly-owned subsidiaries, hadbeen issued and credited as fully paid, representing 100% of the issued shares of the Issuer. None of theequity securities of the Issuer was listed or dealt in on any stock exchange and no listing or permission
to deal in such securities is being or is proposed to be sought as of the date of this Offering Circular.

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DESCRIPTION OF THE GROUPOVERVIEWThe Guarantor is a wholly owned subsidiary of CITIC Securities, a leading full service securities firm in
China with international reach, and is the principal platform for implementing CITIC Securities’international strategy. Headquartered in Hong Kong, the Group provides comprehensive financial
services to institutional and corporate customers, retail and high-net worth individuals, ranging from
corporate finance and capital market, securities brokerage, fixed income, currencies & commodities,
equity derivatives and prime brokerage to asset management. We are well-equipped to provide one-stop
solutions to our clients with the wide range of key SFC licences we have obtained. See ‘‘Risk
Management and Internal Control — Licensing Requirement’’ for details of our key SFC licences.
Our sole shareholder, CITIC Securities, is the leading full-service securities firm in China. CITIC
Securities was one of the first companies approved by the CSRC to be an integrated securities company,
and was the first China-based securities firm listed on the Shanghai Stock Exchange. With its IPO
completed in January 2003, CITIC Securities was listed and traded on the Main Board of the Hong
Kong Stock Exchange (stock code: 6030) on 6 October 2011. CITIC Securities’ leading position
amongst all securities firm in China has been widely recognised. In 2020, amongst other awards, CITIC
Securities was named the No. 1 Best Investment Bank, No. 1 Best Local Investment Bank, 2020 Best
Securities Company and 2020 Pioneer Investment Bank, by Caixin Media, New Fortune, Financial
Times and International Financial News, respectively. In 2021, amongst other awards, CITIC Securities
was again named 2021 Best Securities Company by Financial Times, and was named the Golden Bull
Securities Company for the 2021 Golden Bull Award in Chinese Securities Industry by China Securities
Journal. In 2022, amongst other awards, CITIC Securities was named an ‘‘Excellent Trading Partner’’ inForex Futures Trading for 2022 by the Singapore Exchange, and the Best Sustainable Financial
Institution by Finance Asia. CITIC Securities operates a wide range of businesses, mainly including
securities services, wealth management, institutional stock brokerage, financial market, asset
management, custody, equity investment and research. The founders of CITIC Securities were CITIC
Group Corporation (under its former name of China International Trust Investment Company), and threeother investors. CITIC Group Corporation is one of the largest state-owned conglomerates, with a morethan 35-year track record in China. It operates in a wide range of industry sectors including finance, realestate and infrastructure, construction, energy and resources, manufacturing, IT, trading and consumer.
CITIC Group Corporation is directly administered by MOF.
The Group has a comprehensive financial service platform covering both primary and secondary markets
across multiple products. We are a premium securities company in Hong Kong with businesses spanningcorporate finance and capital markets, securities brokerage, FICC, equity derivatives and prime
brokerage, asset management and others, with a market leading position in all respective businesses. The
Group is fully integrated and utilises the platform resources of the Group, CITIC Securities and the
CITIC Group to provide customers with one-stop solutions, with the aim to grow the Group’s allrounded securities services into a global and leading multi-asset, multi-strategy, cross-market and fullservice financial institution.
Our principal operations are in Hong Kong. We also operate in mainland China together with our parent
company CITIC Securities which has a vast network and strong presence in mainland China, and webelieve that we are well positioned to benefit from the strong growth potential of China’s economy andthe opportunities presented by the development of China’s capital markets. The completion of our— 143 —

acquisition of the entire equity interest in CLSA on 31 July 2013 significantly reinforced our researchcapabilities and extended our global coverage. Our global network spans across Asia (including Hong
Kong and mainland China), Australia, Europe, United Kingdom and the United States.
The Company was established on 9 April 1998. In 2006, CITIC Securities commenced our international
operations and acquired the equity business of CITIC Capital Holdings Limited and incorporated it into
CITIC Securities (HK) Company Limited, which was the former name of the Company. With theCompany’s acquisition of the entire equity interest in CLSA, which was completed on 31 July 2013, andthe alignment of CLSA and CITIC Securities Group’s international business, our business network has
been expanded to the United States, the United Kingdom, Australia, Europe, and certain Asian markets.
We have extended our services to a diverse clientele in Hong Kong and other jurisdictions. We believethat we are well positioned to capitalise on China’s growing cross-border business opportunities arisingfrom the globalisation of China’s economy and companies, such as equity offerings by China-relatedcompanies in Hong Kong and issuances of RMB-denominated products, as well as the demand for
brokerage services arising from the growing financial needs of China’s high-net-worth individuals andinstitutional investors, such as QDIIs and sovereign funds.
The following is a summary of the Group’s key corporate development milestones:.

On 9 April 1998, the Company was established, with a registered capital of HK$10,000.00. The
registered capital was later increased to HK$10,000,000.00 in May 1998;.

From 2005 to 2006, by way of share allotments by the Company, CITIC Securities injected
HK$387,499,998.00 into the Company (in cash and otherwise), resulting in a fully paid capital of
HK$387,500,000.00 of the Company;.

In 2006, CITIC Securities acquired the equity business of CITIC Capital Holdings Limited andincorporated that business into CITIC Securities (HK) Company Limited. This marked the
beginning of CITIC Securities Group’s global expansion;.

In March 2007, CITIC Securities (HK) Company Limited was renamed CITIC Securities
International Company Limited;.

From 2007 to 2012, by way of share allotments by the Company, CITIC Securities injected
HK$6,128,550,000.00 into the Company, resulting in a fully paid capital of HK$6,516,050,000.00
of the Company; andIn 2013, we completed the acquisition of CLSA to further extend our international operations. In July
2012, we acquired a 19.9% equity interest in CLSA, and on 31 July 2013, we acquired the remaining
80.1% equity interest in CLSA.
For the years ended 31 December 2020, 2021 and 2022, our total operating income was
US$1,052,596,000, US$1,330,238,000 and US$1,414,352,000, respectively, and our respective profit/(loss) attributable to equity holders of the Company for the corresponding periods was US$116,944,000,
US$101,283,000 and US$126,127,000, respectively. As of 31 December 2020, 2021 and 2022, we had
total assets of US$30,348,982,000, US$32,588,885,000 and US$30,940,226,000, respectively, and total
equity attributable to equity holders of the Company of US$1,291,695,000, US$1,383,607,000 and
US$1,457,595,000, respectively.

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RECENT DEVELOPMENT
Impact of COVID-19 pandemic
Since the outbreak of the COVID-19 pandemic in January 2020, the Company has focused on ensuring
the safety and welfare of its employees and on implementing the requirements of the COVID-19 related
regulations in Hong Kong and in other jurisdictions we operate in. The Group’s main countermeasures in
response to the COVID-19 pandemic are as follows:.

taking measures to maintain social distancing;.

minimising face-to-face meetings by using conference calls or video conferences;.

taking measures of work-from-home arrangement and flexible working plans;.

avoiding unnecessary travel and outside meetings;.

taking measures of access control to office with temperature screening;.

taking quarantine measures for employees who had contact with any confirmed case of COVID-19
and imposing coronavirus test requirements; and.

providing face masks, hand sanitisers and other hygiene supplies.

As a provider of a broad range of financial services, our business is inherently more able to withstandthe economic impact of a public health emergency than companies in many other industries. As of thedate of this Offering Circular, the COVID-19 pandemic has not had, and is not expected to have, anymaterial impact on the Company’s overall business, financial condition or results of operations.
STRATEGIES
Our vision is to become an internationally leading securities firm trusted by clients around the world. To
achieve this goal, we intend to implement the following strategies in our various business lines:.

Corporate finance and capital markets. We will continue to take a client-centric and full productcoverage approach to provide clients with comprehensive corporate finance and capital markets
services, strengthen and further leadership of traditional businesses and actively drive innovative
business and develop international business, and provide a leading platform for PRC companies
going global and foreign investors seeking access to the PRC;.

Securities brokerage. We will integrate and expand our local and overseas brokerage business toserve international customers including financial institutions, enhance service quality and businesscoverage. We continue to strive for outstanding services in institutional equities that provide
clients insights into issues, trends and companies driving the Asia Pacific markets, and seek out
liquidity to execute even the most challenging strategies for our clients. With a strong retail
distribution network in greater China area, our dedicated team of wealth management professionals
will continue to provide tailor-made financial solutions to clients in China and beyond across avariety of asset classes;— 145 —

.

Fixed income, currencies & commodities. We plan to continue to build and improve our productmatrix and broaden our client base, and promote active risk management and prudent fundallocation. Our FICC business through its global network continually strives to deliver a full suiteof products and services across credit, rates, foreign exchange and commodities to help clients
identify market opportunities, manage risk and generate returns for their portfolios;.

Equity derivatives and prime brokerage: Our equity derivatives team will continue to offer aunique combination of local expertise and global access, and to work closely with global clients tocreate solutions that meet their needs in risk management, yield enhancement, financing, and crossborder market access. Our fund services will also continue to provide comprehensive end-to-end
solutions spanning middle and back office and fund administration services by leveraging on
industry know-how, first-in-class technology infrastructure and robust IT support; and.

Asset management and others. We plan to continue to take a client-centric approach to drive
product and marketing innovation, leverage the going-global trend and maintain our comprehensivecompetitiveness in the industry. Our asset management business will serve as a go-to one-stop
shop for global investors to tap into the advantageous home market of CITIC Securities, andcontinue to help our clients invest in industry leaders in the most dynamic sectors.

We believe that there will be better development opportunities for the Asia Pacific and global securities
industry. By utilising our China and global networks, capitalising on economic development in Asia andglobally and the growing capital markets and seizing available opportunities derived from the Belt andRoad Initiative, we will further enlarge our market share, enhance our capabilities in integrated services,strive for the realisation of our vision, and further strengthen our unique position to facilitate crossborder capital flows and to bridge China to the world and world to China.
COMPETITIVE STRENGTHSWe believe that the following strengths have contributed to our success and differentiated us from ourcompetitors.
Strategic establishment with solid government support and outstanding shareholder background
CITIC Group Corporation, the largest shareholder of CITIC Securities which wholly owns the Company,
is directly administered by MOF. CITIC Group Corporation is a stated-owned company established in
Beijing in 1979, being one of China’s largest conglomerates covering financial services, resources andenergy, manufacturing, engineering contracting and real estate. As its roots can be traced back to thebeginning of China’s opening and reform, CITIC Group has grown in step with the country’s rapid
development and modernisation. In alignment with China’s 14th Five-Year Plan, CITIC Group hasoutlined an updated development strategy that is focused on comprehensive financial services, advanced
intelligent manufacturing, advanced materials, new consumption and new-type urbanisation. In 2022,
CITIC Group Corporation ranked No. 102 on the Fortune Global 500, marking its fourteenth
consecutive year being listed on the Fortune Global 500. CITIC Group Corporation is one of the largest
constituent stocks of the Hang Seng Index, with a long-term corporate credit rating of BBB+ and A3 by
Standard & Poor’s and Moody’s, respectively.
Founded in 1995 with an aim to integrating the securities business under CITIC Group, CITIC
Securities, the sole shareholder of the Company, was one of the first companies approved by the CSRC
to be an integrated securities company and has grown into a leading full-service securities group in the
PRC with the full support from CITIC Group. Being an important member of CITIC Group, CITIC— 146 —

Securities has access to channel and client recourse sharing within CITIC Group. CITIC Securities often
acts as the lead underwriter for equity and debt funding for other members of the CITIC Group, and the
CITIC Group can provide assistance to CITIC Securities and us with respect to client coverage, businessexpansion and communications with regulators. CITIC Securities’ synergies with CITIC Group’s
subsidiaries engaging in the provision of financial services such as CITIC Trust Co., Ltd. and CITICPrudential Life Insurance Co., Ltd. help CITIC Securities increase its operating efficiency andprofitability. Being a key member of the CITIC Group has also benefited CITIC Securities in its publicprivate-partnerships with central government ministries and local governments as well as enterprises
with which the CITIC Group has maintained long-term relationships. Listed on Shanghai Stock
Exchange in 2003 and on the Hong Kong Stock Exchange in 2011, CITIC Securities is China’s first
listed securities company in terms of A share, H share and A+H share IPO. With solid government
support, CITIC Securities obtained RMB202.63 million, RMB229.57 million and RMB350.82 million
government grants in 2020, 2021 and 2022, respectively.
Comprehensive support from and business collaboration with the CITIC Securities GroupWe have CITIC Securities Group’s support in various aspects. See our corporate development milestones
set out in ‘‘Overview’’ above for the multiple times of capital injections from CITIC Securities, thereby
demonstrating to the market its commitment to our business growth. CITIC Securities has alsoannounced in November 2021 that it will further inject capital into the Company by up to US$1.5
billion in cash, which will be paid up by one-time payment. In addition, our senior management team
was appointed by CITIC Securities, and has extensive experience working in the CITIC Securities
Group and/or the CITIC Group. Further, CITIC Securities completed a rights issuance in March 2022,
where up to RMB5 billion of the proceeds would be used for the increase in investments to its
subsidiaries, thereby demonstrating CITIC Securities’ commitment to support the growth of its
subsidiaries. Our funding pool is also fully integrated with CITIC Securities’ offshore funding pool, thus
enabling CITIC Securities to provide funding support readily.
We have access to CITIC Securities Group’s resources across China and worldwide. CITIC Securities
Group’s vast network extends into many of China’s rapidly developing provinces. As of 31 December
2022, it has approximately 25,742 staff members. CITIC Securities has a leading market position in
mainland China in the principal businesses it is engaged in. In 2022, the lead underwriting projects that
CITIC Securities completed in respect of domestic equity financing amounted to an aggregate leadunderwriting amount of RMB376,317 million (cash and asset transactions), representing a year-on-yearincrease of 13.38%, accounting for a market share of 22.31% and ranking the first in China’s domestic
market, and CITIC Securities maintained its leadership in the domestic debt financing business with a
total underwriting amount of RMB1,578,581 million, representing a year-on-year increase of 0.93%.
During the same period, in respect of its financial advisory services, the value of material assets
restructuring transactions in A-share market completed by CITIC Securities amounted to RMB107,450
million, with a market share of 34.09%, ranking the first in the market. This strong presencecomplements the Guarantor’s international coverage to create a unique bridge that facilitates investment
going in and out of China.
One-stop service provider offering a wide range of products and access to international platform
The Group fully integrates and utilises the platform resources availed by the Group, CITIC Securities
and the CITIC Group to provide its clients with one-stop comprehensive solutions, with the aim to growthe Group’s all-rounded securities services into a global and leading multi-asset, multi-strategy, crossmarket and full-service financial institution.

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We have established an integrated global platform to provide comprehensive financial services to ourclients covering various stages of their growth in both domestic and overseas markets, and havecontinued to reduce our reliance on traditional channel-based brokerage services for an increasingly
diversified business mix and income sources through the provision of a spectrum of financial products
and services, including corporate finance and capital markets, securities brokerage, FICC, equity
derivatives and prime brokerage, asset management and others.
We seek to distinguish ourselves from our competitors with a highly-integrated platform generating
cooperation and synergies across business lines and throughout our global operations. We provide
securities products and services to Chinese and international clients in Hong Kong and other key
overseas markets. We value teamwork in every aspect of our business and continually adapt ourorganisational structure and incentive system to promote collaboration among our business lines. Our
coverage professionals assist clients in identifying their multiple needs and tap on our resources acrossbusiness lines to better achieve clients’ objectives. We proactively seek cross-selling opportunities to theextent permitted under relevant laws.
Member of a domestically-leading securities firm franchise with global strategic presence and largest
area coverage with respect to the Belt and Road Initiative
Based in Hong Kong and with CITIC Securities’ leading presence in mainland China, we have actively
expanded our Asia Pacific and global coverage to become a leading international securities firm with an
Asia focus. We have expanded our international footprint via both organic growth and acquisitions,accessing overseas markets in Hong Kong and the United States. We acquired CLSA in 2013 as awholly-owned subsidiary, making CITIC Securities the first Chinese securities firm to successfullyacquire a foreign competitor. Since then, we have successfully consolidated overseas securities services
platforms and completed the integration of front-desk institutional sales and corporate finance business,further integrated mid-desk and back-desk operations to lay a solid foundation for future overseas
business development.
After the acquisition of CLSA in 2013, the Guarantor was integrated with CLSA, and the new platform
has since been operating in overseas markets under the brand ‘‘CLSA’’. CLSA Limited commenced its
institutional equities business in Hong Kong as early as 1986. Since then, the Guarantor has beencommitted to providing global institutional investors, corporations, governments and high-net-worth
individuals with insights, liquidity and capital to drive their investment strategies. In recent years, wehave increasingly become an established brand in the overseas markets in which we operate, as a resultof CITIC Securities global branding and in compliance with the brand management of CITIC Group.
Leveraging on our award-winning research, extensive Asia network, direct links to China and highly
experienced financial professionals, we are uniquely positioned to facilitate cross-border capital flows
and bridge China to the world and the world to China.
We operate across 13 countries in Asia, Australia, Europe, United Kingdom and the U.S., with its
research services covering more than 1,200 listed companies in 19 key industry sectors across 12
markets (including areas within the Belt and Road Initiative), providing deep sector and company
insights that inform client’s investment strategies. We are pivotal to our international expansion serving
Chinese and global clients across diverse geographies, as well as the ‘‘Belt and Road’’ Initiative
projects. Chinese domestic institutional, retail and corporate clients benefit from our world class service
and direct access to international capital markets. The integrated business offers corporate finance,
capital markets, fixed income, asset management, private equity, equity research and institutional and— 148 —

retail brokerage. The integration of the Guarantor and CLSA has provided an opportunity for growth bybringing together complementary products, services, skills and talents.
We maintain a leading position amongst securities companies with a PRC background in terms of global
presence, sales network and liquidation and settlement infrastructure in areas covered by the Belt andRoad Initiative. We have been a major wholesale broker in the countries covered by the Belt and Road
Initiative, including Singapore, Malaysia, the Philippines, Indonesia, Thailand and Sri Lanka for the past
30 years. This has given us strong brand recognition in those countries among leading companies,
investors, regulators, banks and the governments. In the above countries, we have been either the largest
foreign broker (measured by value of trades completed), or ranking within the top three, for a number ofyears. We have more than 10% market share of foreign business in all the above countries and as muchas 35% in some of such countries. In April 2022, we acted as a co-manager in the initial public offeringof PT GoTo Gojek Tokopedia Tbk, which raised a total of US$957 million. In April 2022, we also acted
as a joint global coordinator and a joint domestic underwriter in the US$763 million stock rights
offering by the Union Bank of the Philippines, demonstrating our on-the-ground presence in the region
covered by the Belt and Road Initiative.
Our unique industry position and strength provide enterprises that participate in Belt and Road Initiative
projects high-quality and effective services and advice in areas such as cross-border mergers andacquisition in Asia, establishment of joint ventures and an in-depth understanding of local markets.
Enhanced capital and asset-liability management and diversified funding sources that contribute tosound financial flexibility
We believe that the management of our liquidity and capital resources is critical to our success. To
ensure the Group’s ability to deploy its capitals but at the same time maintain its strong balance sheet
performance, we have established a centralised capital and asset management system utilising
management policies, decision-making authorities and review procedures. Our assets and liabilities
management committee decides and reviews major matters and related systems involving application of
our proprietary capital. Our treasury department plays a significant role in achieving financing efficiency
and maintaining our overall liquidity through managing the capital structure, funding and liquidity froma day-to-day operation perspective. We also proactively evaluate assets and liabilities of the Group,
manage any mismatch, and perform liquidity stress tests on the Group’s fund position for liquidity risk
control management. Through the collaborative system, the Group formulates its overall capitalplanning, allocation and adjustments in a proactive and dynamic manner to support its sustainablegrowth while ensuring its financial liquidity, efficiency and stability. Please see ‘‘Risk Management andInternal Control’’ for a detailed description of our risk management governance structure and policies.
The Group’s diversified financial sources and abundant credit facilities allow it to maintain a high levelof financial flexibility. We maintain good long-term cooperative relationships with many large financial
institutions and commercial banks and obtain funds at a competitive interest rate to support our businessdevelopment. We have also constantly broadened and diversified our funding channels, such as throughsyndicated loans, revolving loans and fund raising activities in the capital market, to optimise theliability structure.
We also invest in highly liquid assets with low risk to ensure the availability of immediate liquidity andthe safety of our capital, while benefiting from the returns on these assets. We manage our cash assets
primarily through deposits, repurchase and reverse repurchase agreements and short-term bonds. We also

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invest in low-risk fixed income products and engage in arbitrage activities with guaranteed minimum
returns. We plan to adopt market-neutral portfolios for our future proprietary investments.
Our sound capital and asset-liability management and diversified funding sources has contributed to ourstrong balance sheet position. As at 31 December 2020, 2021 and 2022, we had total assets of
US$30,348,982,000, US$32,588,885,000 and US$30,940,226,000, respectively.
Prudent risk management and effective internal control
We believe that our prudent risk management and effective internal control will assist us to maintain ourrobust development and profitability, and help us counter the ups and downs of the market to movethrough various phases of the securities industry cycle. We are subject to extensive regulation in thejurisdictions that we have operations in. The acquisition of CLSA in 2013 expanded our network to
overseas markets such as the United States, the United Kingdom, Australia, Europe, and certain Asianmarkets, which has exposed us to compliance risks in these markets. We have establishedcomprehensive risk management processes to monitor, evaluate and manage the market, liquidity, credit
and operational risks that we are exposed to in our business activities. Our integrated risk management
processes comprise established risk management policies and procedures, an integrated risk management
system and a three-level organisational structure with well-defined authority and responsibility and clear
reporting lines. We are dedicated in trimming down risk exposure through effective risk management. In
addition, we have effectively responded to market volatility and various phases of the industry cycle andexhibit robust profitability during the ups and downs of the stock market in recent years. For further
information on our risk management and internal control processes, see ‘‘Risk Management andInternal Control’’.
Our financial reporting is in accordance with HKFRS. We believe that comprehensive risk management
and internal control processes have contributed significantly to the stability and sustainability of ourbusiness through volatile markets and business cycles and will remain fundamental to the growth of ourbusiness. Meanwhile, the Group has been rated ‘‘BBB+’’ (outlook stable) by the global credit rating
agency Standard & Poor’s Global Ratings, which rendered the Group with leading ratings among the
Chinese financial institutions in Hong Kong.
A steady team of visionary and experienced senior management
Our management team’s extensive experience in the industry is the key to our outstanding performanceand achievement in the highly competitive securities sector, and is also fundamental to ensuring our
future development. Our experienced management team has significant experience in the PRC andglobal financial industry. Our senior management has an average experience of 20 years in our industry.
With a global vision, our management has adopted a solid and practical approach to manage ouroperations with professional management experience, and has successfully leveraged our PRC andinternational network to expand into the global capital markets. We believe that our management teamwill remain instrumental to our future growth.
We strive to maintain and enhance our team of highly talented professionals. Focusing on the careerdevelopment of our employees is one of our key principles. We pride ourselves on having built apeople-oriented culture and seek to reinforce our employees’ commitment to our culture throughrecruitment, talent development and an effective performance review system, with a compensation
philosophy that rewards teamwork and excellence. We have been successful in attracting talented
professionals, including staff from diverse educational backgrounds and with substantial experience in— 150 —

the global financial services industry. We also encourage our people to perform and advance rapidly
without hierarchical limitations. We believe that our unique corporate culture and cooperative work
environment have played and continue to play an important role in employee recruitment and retention
and the success of our business.
SIMPLIFIED CORPORATE STRUCTURE
The Company operates as an investment holding company and consolidates cross-border business andcompanies under one umbrella, offering a seamlessly unified and international business platform. The
following chart sets forth a simplified shareholding and group structure of the Company as at 31
December 2022.

CITIC Securities Company Limited
100%
CITIC Securities International
Company Limited(the Guarantor)

100%
CLSA B.V.

100%
CLSA Limited

100%
CSI Global
Markets Holdings
Limited100%

CITIC Securities
Brokerage(HK) Limited

100%
CITIC Securities
Futures (HK)
Limited100%
CITIC Securities(Hong Kong)
Limited

100%

100%

CLSA FundManagement
Limited (Note 2)

CLSA AssetManagement
Limited (Note 2)

100%
CLSA CapitalPartners Limited
100%

CSI Partners
Limited

CLSA CapitalPartners (HK)
Limited100%

100%
CSI MTN
Limited (Note 1)(the Issuer)

100%

CSI Global
Markets Limited

Note 1: The Issuer is wholly and indirectly owned by the Guarantor through intermediate subsidiaries.
Note 2: CLSA Fund Management Limited and CLSA Asset Management Limited are wholly and indirectly owned by the
Guarantor through its other subsidiaries.

PRINCIPAL LINES OF BUSINESSThe following table sets forth our business lines and the major products and services under eachbusiness line.
Corporate finance andcapital markets.
.

Corporate financeCapital markets

Securities brokerage.
.
.

Institutional equities
Research
Wealth management

FICC.

Fixed income,currencies &commodities(‘‘FICC’’)

Equity derivatives andprime brokerage

Asset Management andothers.
.
.

.
.

Equity derivatives
Prime brokerage
Fund services.

— 151 —

Asset management
Alternative
investment
management
OthersOur Business Model
Our business model classifies our products and services into three categories based on the nature of theirrevenue and how we use our capital to generate that revenue, namely, fee-based, flow-based and capitalefficient businesses. Our fee-based businesses focus on traditional client-driven activities where we havea leading market position and generate fees and commissions as a stable revenue source. Our flow-based
businesses leverage our capital position to facilitate clients’ transactions or to provide liquidity tovarious types of markets. In our capital-efficient businesses, we strive to capture investment
opportunities that optimise our risk and return profile.
Corporate Finance and Capital Markets
Our corporate finance and capital markets business consists of the following activities:.

Equity finance, including equity capital markets and equity linked finance;.

Debt and structured finance, including debt capital markets and leveraged and structured finance;
and.

M&A and financial advisory services.

We are one of Asia’s leading corporate finance and capital markets groups. With more than 30 years ofexperience operating across Asia, we have led many of the Asia’s most interesting capital raisings andnotable debt issuances. We maintain a strong onshore and offshore balance sheet to facilitate various
funding options for clients. Through CITIC Securities’ vast network of bankers and CITIC Group’s
breadth of industry coverage, we provides a platform for PRC companies going global and foreign
investors seeking access to the PRC. Our key industry sectors include financial institutions &technology, energy, chemicals & new material, infrastructure, real estate & services, industrials &advanced manufacturing, technology, media, and telecom, healthcare, and consumer.
According to Refinitiv’s markets review for 2020, we ranked first in the top bookrunners for equity
capital markets in Asia Pacific (excluding Australia and Central Asia). We ranked second in the top
global coordinators for equity capital markets in Hong Kong in Dealogic’s market rankings for 2020.
For debt capital markets in Asia (excluding Japan), we ranked second among Chinese securities houses
in investment grade China USD bonds according to Bloomberg’s league tables. In addition, we together
with CITIC Securities (on an aggregation basis) ranked second for announced merger and acquisition
deals in Asia markets (excluding Japan) in 2020 according to the league tables published byMergermarket.
In 2021, we kept our first position among top bookrunners in Asia Pacific (excluding Australia andCentral Asia) equity capital markets according to Refinitiv. We ranked second in the top global
coordinators for equity capital markets in Hong Kong in Dealogic’s market rankings among Chinese
investment banks and ranked third overall by deal count. For debt capital markets, we ranked second
among Chinese securities houses in investment grade offshore China bonds based on the league tablefrom Bloomberg. Additionally, we together with CITICS Securities ranked second by deal count in theannounced merger and acquisition deals in Asia markets (excluding Japan) in 2021 according to
Dealogic’s market rankings.

— 152 —

According to Dealogic’s market rankings for 2022, we together with CITIC Securities ranked first in the
top bookrunners for equity capital markets in Asia Pacific (excluding Asia Australia and Central Asia),
and we ranked third in the top global coordinators for equity capital markets in Hong Kong. For debt
capital markets, we ranked fourth in China offshore bonds in Asia markets (excluding Japan), andsecond among Chinese securities houses with a total deal volume of USD 3,429 million, according toBloomberg’s league table. Additionally, according to Dealogic’s market rankings in 2022, CITIC
Securities ranked second by deal count in the announced merger and acquisition deals in Asia markets(excluding Japan) with a total of 84 deals, and second among Chinese securities houses by completed
merger and acquisition transaction size.
In addition, our market position in corporate finance and capital markets has been testified by the award
wins and industry accolades reaped throughout the past years. The following table sets out thesignificant awards and market rankings for our corporate finance and capital markets business in 2020,2021 and 2022:
Issued byName of Awards

Agricultural Development
Bank of China . . . . . . .

Best Cooperative Underwriter Award of Overseas Bonds

Asiamoney . . . . . . . . . . .

2020 China Outstanding Corporate Finance and Investment BankAward
Best for Cross-border M&A 2020

Finance Asia . . . . . . . . .

Best ECM House in Hong Kong (Chinese FIs) 2021
Country Awards for Achievement 2020 (China)
Best Deal in China/Hong Kong 2020: JD.com’s Hong Kong secondary
listing (CITIC Securities/CLSA Limited as one of the sponsors)
Equity Deal of the Year 2020: JD.com’s Hong Kong secondary listing(CITIC Securities/CLSA Limited as one of the sponsors)
Best IPO 2021: JD Logistics’ IPO (CITIC Securities/CLSA Limited as
one of the global coordinators)
Best Sustainable House 2022
Best IPO in Asia 2022: GoTo’s $1.1 billion initial public offering (CLSA
Limited as one of the underwriters)
Best Deal in China 2022: Beigene’s US$3.5 billion STAR Market initialpublic offering (CITIC Securities as one of the joint bookrunners)— 153 —

Issued by

The Asset . . . . . . . . . . . .

Name of Awards

Triple A Country Awards 2020 (China)
Triple A Sustainable Capital Markets Country Awards 2021
Triple A Country Awards for Sustainable Finance 2022
Best Equity Deal 2020: JD.com’s US$3.9 billion Hong Kong secondary
listing (CITIC Securities/CLSA Limited as one of the sponsors)
Best IPO 2020: Hangzhou Tigermed US$1.38 billion Hong Kong IPO(CITIC Securities/CLSA Limited as one of the sponsors, global
coordinators, bookrunners and lead managers)
Best Privatisation 2020: US$2 billion privatisation of Huaneng
Renewables Corporation (CITIC Securities/CLSA Limited as financial
adviser)Best LGFV Bond 2020: Yunnan Provincial Energy Investment Group
Company US$300 million senior unsecured notes and unsubordinatedperpetual securities (CITIC Securities/CLSA Limited as one of thebookrunners and lead managers)
Best Liability Management 2020: Guangzhou R&F Properties Company
senior bond issuance (CITIC Securities/CLSA Limited as one of the
global coordinators)
Best Bank Capital Bond 2020: Bank of Communications (Hong Kong)
Limited US dollar perpetual non-cumulative subordinated additional tier 1
capital instruments (CITIC Securities/CLSA Limited as one of thebookrunners and lead managers)
Best Corporate Bond 2020: China National Travel Service Group
Corporation Limited dual-tranche senior secured notes (CITIC Securities/
CLSA Limited as one of the bookrunners and lead managers)
Best REIT in Philippines 2021: RL Commercial Reit (CLSA Limited as
the international bookrunner)
Best sustainability bond — Real estate 2021: Minmetals Land US$300
million senior unsecured sustainable bond (CITIC Securities/CLSA
Limited as one of the bookrunners and lead managers)
Best green bond — Financial institution 2021: Bank of China (Macau)
CNH1 billion biodiversity-themed green bond (CITIC Securities/CLSA
Limited as one of the bookrunners and lead managers)— 154 —

Issued by

Name of Awards

Best green bond — Technology 2021: Xiaomi Corporation US$400
million senior unsecured green bond (CITIC Securities/CLSA Limited as
one of the bookrunners and lead managers)
Most innovative deal 2021: Bank of China (Hong Kong) US$500 million
Sofr FRNs and Bank of China (London) £300 million Sonia FRNs (CITIC
Securities/CLSA Limited as one of the global coordinators, bookrunners
and lead managers)
Best green bond — Policy bank 2021: China Development Bank (HongKong) US$500 million senior unsecured green notes (CITIC Securities/
CLSA Limited as one of the bookrunners and lead managers)
Best IPO (Philippines) 2022: Citicore Energy REIT Corporation PHP6.40
billion initial public offering (CITIC Securities/CLSA Limited as one of
the international bookrunners)
Most Innovative Deal 2022: ACEN Corporation PHP17.4 billion energy
transition mechanism transaction (CITIC Securities/CLSA as one of thelead arrangers (share placement))
Best Green/Sustainability Bond 2022: Bank of China (Hong Kong)
US$400 million fixed rate sustainability bond (CITIC Securities/CLSA as
one of the bookrunners and lead managers)
Best Green/Sustainability Bond 2022: Bank of China (Hungary) US$300
million two year fixed rate green bond (CITIC Securities/CLSA as one of
the bookrunners and lead managers)
Best Green/Sustainability Bond 2022: Bank of China (Johannesburg)
US$300 million three year fixed rate green bond (CITIC Securities/CLSA
as one of the bookrunners and lead managers)
Best Sustainability-Linked/Green Bond 2022: Yunnan Provincial Energy
Investment Group US$230 million green bond and sustainability-linked
bond (CITIC Securities/CLSA as one of the bookrunners and leadmanagers)
Best Green Dim Sum Bond — LGFV 2022: People’s Government ofShenzhen Municipality RMB3.9 billion green bond (CITIC Securities/
CLSA as one of the global coordinators, bookrunners and lead managers)
Best Green Dim Sum Bond — Auto 2022: SAIC-GMAC Automotive
Finance Company CNH1 billion green Dim Sum bond (CITIC Securities/
CLSA as one of the green structuring advisers, global coordinators,
bookrunners and lead managers)— 155 —

Issued by

Name of Awards

Best Green Bond 2022: China Construction Bank (Macau) US$500
million SOFR floating rate green bond (CITIC Securities/CLSA as one of
the global coordinators, bookrunners and lead managers)
Best IPO (China offshore) 2022: China Tourism Group Duty Free
Corporation Limited US$2.7 billion initial public offering (CITIC
Securities/CLSA as one of the global co-operators and bookrunners)
Triple A Sustainable Capital Markets Awards 2022
Best Blue Bond and Sustainability Bond 2022: People’s Government ofHainan Province RMB1.2 billion offshore blue bond (CITIC Securities/
CLSA as one of the bookrunners and lead managers)
Best Green Bond — Renewable Energy 2022: China Merchants Bank
(Sydney Branch) US$400 million renewable energy-themed green notes(CITIC Securities/CLSA as one of the bookrunners)
Best Green Bond — Biodiversity 2022: Bank of China (Paris Branch)
US$400 million themed green bond (CITIC Securities/CLSA as one of thebookrunners and lead managers)
Best Green Bond — Carbon Neutrality 2022: Industrial and Commercial
Bank of China US$2.68 billion multi-currency carbon neutrality-themed
green bond (CITIC Securities/CLSA as one of the bookrunners and leadmanagers)
Best Green Bond — Transmission 2022: State Grid International
Development Company US$350 million senior unsecured green bond
(CITIC Securities/CLSA as one of the bookrunners and lead managers)
Best Renminbi Bond Adviser 2022
Sina Finance . . . . . . . . .

Sina Finance Hong Kong Financial Institutions Awards (HKFIA)The Best IPO Financial Advisor of the Year

We commenced operations in Hong Kong in 2006. With CITIC Securities’ networks in China and theacquisition of CLSA in July 2013, we are utilising the synergies generated from our China andinternational presence to ramp up the cross-border services we provide to our clients.
We provide capital-raising and financial advisory services to a diverse group of corporate and otherinstitutional clients in China and globally. The key industry sectors we cover include consumer &diversified, energy & general industrial group, financial institutions, healthcare, real estate &infrastructure and technology, media and telecom. We maintain contact with thousands of companies,— 156 —

many of which are leaders in their respective industries. We also aggressively pursue new customer
groups, ranging from domestic small to medium sized enterprises to multinational corporations that are
seeking business opportunities in China or overseas.
Equity FinanceWe sponsor and underwrite IPOs and follow-on offerings of equity and equity-linked products. In thepast three years, some of the major IPO transactions we sponsored and underwrote include (i) the
secondary listing of Chinese social media giant Weibo on the Hong Kong Stock Exchange, raising
HKD1.38 billion, (ii) the dual primary listing of Chinese electric car maker Li Auto Inc. on the Hong
Kong Stock Exchange, raising HKD11.8 billion; (iii) the secondary listing of Chinese e-commerce giant
JD.COM, Inc. on the Hong Kong Stock Exchange, raising HKD29.8 billion, (iv) the secondary listing ofChinese search engine and artificial intelligence giant Baidu, Inc. on the Hong Kong Stock Exchange,raising HKD23.9 billion and (v) the listing of China Tourism Group Duty Free Corporation Limited on
the Hong Kong Stock Exchange, raising US$2.7 billion. We together with CITIC Securities leadmanaged 166 equity offerings in 2020, 194 in 2021 and 162 in 2022 as the bookrunner, raising an
aggregate of approximately US$29,858.0 million of capital in 2020, US$42,512.9 million in 2021 andUS$31,559.68 million in 2022, ranking first in the equity capital markets in Asia Pacific (excluding
Australia and Central Asia) in 2020, 2021 and 2022, according to Refinitiv’s market review for 2020,2021 and 2022. We were named ‘‘Best IPO Financial Advisor of the Year’’ by Sina Finance in 2020
and recognised for our roles in multiple ‘‘Best Deals’’ awards issued by Finance Asia and The Asset in
2020, 2021 and 2022. For example, we were named ‘‘Best Sustainable House’’ by Finance Asia in
2022.
Our corporate finance and capital markets has through its track record demonstrated that it possesses
competitive advantages in industries it covers including consumer & diversified, energy & generalindustrial group, financial institutions, healthcare, real estate & infrastructure and technology, media andtelecom. Leveraging our industry-specific expertise and strong execution capabilities, we have been
particularly successful in winning mandates for large and complex restructurings and equity offerings
from PRC-based companies in various industries. In addition, we are well-recognised for our ability toinnovate in the equity underwriting business. We are routinely involved in high-profile equity
transactions that are the first of their kind. We believe that our ability to identify market and regulatory
trends, structure and execute transactions in an innovative way and provide new equity capital market
products has significantly contributed to our leading market position in the equity underwriting business.
Moreover, we have a particularly strong track record in underwriting A+H equity offerings, and havelead-managed a number of A+H equity offerings in recent years.
Debt and Structured FinanceOur debt and structured finance activities include the structuring and underwriting of fixed income andstructured finance products.
We underwrite a full range of fixed income products. We believe that our deep understanding of themarket and regulatory environment and our substantial experience in bond offerings have contributed tothe success of our debt underwriting business. We believe that we have differentiated ourselves from ourcompetitors, with our strong pricing, execution and market assessment abilities, broad investor coverage,strong capital position and full-service licences. In 2020, we lead-managed 93 China offshore bonds,
raising an aggregate of approximately US$3,774.47 million of capital, ranking fourth among Chinese
securities houses according to Bloomberg’s league table. In 2021, our ranking among Chinese securities— 157 —

houses in the same league table has risen to third and overall ranking went up from 25th to 16th with
127 offerings and US$4,221.34 million capital raised of the same category. In 2022, we lead-managed
111 China offshore bonds, raising an aggregate of approximately US$3,429 million of capital, ranking
fourth in China offshore bonds and second among Chinese securities houses according to Bloomberg’s
league table. We ranked second, first and second in offshore CNY bonds among Chinese securities
houses in 2020, 2021 and 2022 respectively. We were named ‘‘Best Cooperative Underwriter Awardof Overseas Bonds’’ by Agricultural Development Bank of China and recognised for its roles in ‘‘Best
LGFV Bond’’, ‘‘Best Liability Management’’, ‘‘Bet Bank Capital Bond’’ and ‘‘Best Corporate
Bond’’ awards issued by The Asset in 2020, and recognised for our roles in multiple ‘‘Best Deals’’awards issued by The Asset in 2021 and 2022. For example, we were named ‘‘Best Renminbi Bond
Adviser’’ by The Asset in 2022.
Underwriting commission rates vary with the types of fixed income products underwritten. We focus onunderwriting fixed income products that could lead to higher returns or greater brand recognition, suchas bonds and medium-term notes.
We are one of the first securities firm with a PRC background to participate in Hong Kong’s Dim Sum
bond market. We have assisted a number of China-based companies in raising capital through offeringsof RMB-denominated bonds in Hong Kong since that market opened. In 2007, when Hong Kong’s first
Dim Sum bond was introduced, we lead-managed the RMB-denominated bond offering for ExportImport Bank of China. In 2009, we lead-managed the first floating rate RMB-denominated bond offeringin Hong Kong for HSBC Bank (China) Company Limited. In 2011, we lead-managed the RMBdenominated bond offerings for the subsidiaries of two large state-owned enterprises, Sinochem Hong
Kong (Group) Company Limited and COFCO (Hong Kong) Limited, with a combined amountunderwritten of RMB6.5 billion. In 2012, we underwrote ten RMB-denominated bond offerings,
including the RMB2.0 billion offshore RMB bond issued by Bitronic Limited, a wholly-owned
subsidiary of China Cinda Asset Management Co., Ltd. (‘‘China Cinda AMC’’), which was the first
Dim Sum bond offering by a state-owned asset management company, and Shandong Hi-Speed Group’s
RMB1.0 billion offshore RMB bond, the first offshore RMB secured bond. We have also led numerous
milestone USD bond offerings, including Bank of China’s USD 6.5 billion offshore preference shares
offering in 2014, which was the first offshore additional tier 1 capital offering by a Chinese bank, China
Cinda AMC’s USD3.2 billion offshore preference shares offering in 2016, which was the first offshore
preference shares offering by a Chinese non-banking financial institution, CITIC Limited’s USD 1.25
billion dual-tranche bond offerings in 2015 and 2016, and the issuance of sovereign bonds in nominal
amount of USD1.5 billion by The Democratic Socialist Republic of Sri Lanka in 2017. More recently,
we led the USD2.5 billion, USD1 billion multi-tranche and USD2 billion multi-tranche bond issuanceofferings by China Cinda AMC in 2018, 2019, and 2020 and the biggest multi-tranche USD bondissuance offered by Shandong Hi-Speed Group Co., Ltd. with a total issue size of USD1.5 billion in
2019. In 2021, our key China-related bond offering transactions include that we lead-managed (i) thegreen bonds (including carbon neutrality themed green bonds) denominated in USD issued by the Hong
Kong and Singapore branches of Industrial and Commercial Bank of China Limited, respectively, in the
total nominal amount of US$2.05 billion, (ii) the RMB denominated bonds issued by the People’s
Government of Guangdong Province of the PRC and the People’s Government of Shenzhen Municipalityof Guangdong Province of the PRC, respectively, in the total nominal amount of RMB2.2 billion and
RMB5 billion, respectively, (iii) the first offshore green bond issued by China Development Bank Hong
Kong Branch in the nominal amount of US$5 billion, and (iv) the convertible bonds issued by Li AutoInc. in the nominal amount of US$862.5 million which was one of the major convertible bond— 158 —

transactions linked to the shares of Asian companies that are listed on the stock exchanges of the UnitedStates. The high-profile green bond transactions also demonstrated that we have enhanced environmental
awareness to support green development.
M&A and Financial Advisory
We provide financial advisory services for various types of transactions, including mergers andacquisitions, joint ventures, corporate restructurings, leveraged buyouts and strategic alliances. Ourfinancial advisory clients include public and private companies, government entities and private equity
investors in China and overseas. For example, in 2014, we advised on the purchase of CITIC
Corporation Limited by CITIC Group Corporation’s H-share listed subsidiary, CITIC Pacific Limited(which has now been renamed CITIC Limited). We have also assisted BY-HEALTH in completing thecross-border acquisition of the entire equity interest in Life-Space Group, an Australian probiotics brand,which further expanded the overseas strategic layout of BY-HEALTH. In 2021, we acted as Joint
Financial Adviser of Yue Xiu Enterprises’ US$656 million Privatisation of Chong Hing Bank, which is
the largest privatisation transaction so far in the banking and financial industry at Hong Kong Stock
Exchange in the last 7 years. In 2022, we acted as the Sole Financial Advisor of the US$150 million
cross-border transfer of equity by Walgreens Boots Alliance, Inc. In 2023, we acted as the Exclusive
Financial Advisor of the US$19 million investment in an Indonesia state-owned healthcare company by
Silk Road Fund & Indonesia Investment Authority.
By collaborating CITIC Securities’ leading position on the domestic Chinese market with our global
experience and networks, we continue to further develop and expand our overseas business presence tocover key regions such as Europe, United States, United Kingdom, Asia and Australia, and to keep
building up a worldwide network for merger and acquisition business.
In 2020, we together with CITIC Securities (on an aggregation basis) advised on 58 M&A transactions
with an aggregated transaction volume of US$176,998 million, ranking third for announced merger andacquisition deals in Asia markets (excluding Japan) according to the league tables published byMergermarket. In 2021, we together with CITIC Securities completed 50 M&A transactions with anaggregated transaction volume of US$74,956 million, ranked second among Chinese investment banks
for announced merger and acquisition deals in Asia markets (excluding Japan) according to the market
ranking of Mergermarket. In 2022, we together with CITIC Securities advised on 40 M&A transactions
with an aggregated transaction volume of US$93,234 million, ranked second among Chinese securities
houses in the announced merger and acquisition deals in Asia markets (excluding Japan), according to
the market rankings of Mergermarket. We believe that our financial advisory services are important toour overall business, particularly with respect to generating cross-selling opportunities for otherbusinesses, such as debt and equity finance. We intend to capitalise on the increasing number ofbusiness opportunities arising from the restructuring and globalisation of PRC companies. We are
seeking to strengthen our capabilities to execute cross- border mergers and acquisitions by exploringarrangements that will assist Chinese domestic clients in pursuing global expansion and overseas clientsin entering into the Chinese market.
Securities Brokerage
Our securities brokerage businesses comprises our institutional equities, research and wealthmanagement services.

— 159 —

Institutional Equities
We provide brokerage services to customers for their trading of tradable securities, such as warrants,
which are not equities or futures that are listed on stock exchanges. We generate commissions fromexecuting and clearing the buy and sell orders of our clients. We are committed to developing various
new products and services for our brokerage business to improve the commission rates. As of 31
December 2022, we managed approximately 1,700 institutional brokerage clients.
We maintained a leading position in the institutional brokerage business in Asia, ranking top in theindustry. In Asiamoney Brokers Poll 2020, we ranked second for each of ‘‘Best overall combined
research and sales’’ and ‘‘Best overall sales’’, each for Asia (excluding Australia and Japan), and we
ranked second and third for ‘‘Overall combined research & sales’’ for China (A & B shares) andAustralia, respectively. In addition, we ranked first for ‘‘Best overall sales’’ for each of Thailand andthe Philippines in Asiamoney Brokers Poll 2020. In Asiamoney Brokers Poll 2021, we ranked second
for each of ‘‘Best Regional Brokerages’’ and ‘‘Best Regional Sales’’ for Asia (excluding Australia andJapan). Further, we ranked first for ‘‘Best International Brokerages’’ for each of Australia, Indonesia,
Malaysia, and the Philippines in Asiamoney Brokers Poll 2021. In 2022, our equity research and sales
teams continued to top the annual Asiamoney Brokers Poll in all three markets surveyed in Asia,
Australia and Japan for the second consecutive year. The following table sets out the significant awards
and market rankings for our institutional equities business in 2020, 2021 and 2022:
Issued by

Asiamoney . . . . . . . . . . .

Name of Awards

Asiamoney Brokers Poll 2020
No. 2 Best Research & Sales in Asia (Excluding Australia & Japan) No. 2
Sales in Asia (Excluding Australia & Japan)
No. 2 Overall Combined Research & Sales in China (A & B Shares)
No. 2 Best Broker in China (A & B Shares), No. 1 Best Analyst for
Banks, No. 2 Best Overall Salesperson
No. 3 Best Salesperson, No. 2 Best Execution, No. 2 Best CA Servicer
No. 2 Best Broker in China (H Shares), No. 2 Best Overall Salesperson,
No. 1 Best Salesperson, No. 2 Best Executive, No. 2 Best CA Servicer
No. 3 Best Overall Salesperson of Local Stocks, No. 3 Best Salesperson,
No. 3 Best Executive, No. 3 Best CA Servicer
No. 3 Overall Combined Research & Sales in Australia
Awards in Asia (Excluding Japan)
No. 1 Best Regional Salesperson— 160 —

Issued by

Name of Awards

Japan
No. 1 Best Salesperson/No. 3 Best Salesperson/No. 3 Best Sales Trader
Australia
No. 2 Best Overall Sales Services/No. 1 Best Salesperson/No. 2 Best
Salesperson/No. 1 Best Sales Trader/No. 2 Best Sales Trader/No. 3 Best
Sales Trader/No. 2 Best for Execution
Indonesia
No. 2 Best Overall Sales Services/No. 1 Best Salesperson/No. 1 Best
Sales Trader/No. 2 Best for Execution/No. 2 Best CA Servicer
Malaysia
No. 2 Best Overall Sales Services/No. 1 Best Salesperson/No. 2 Best
Salesperson/No. 1 Best Sales Trader/No. 3 Best for Execution/No. 3 BestCA Servicer
The Philippines
No. 1 Best Overall Sales Services/No. 1 Best Salesperson/No. 2 Best
Salesperson/No. 1 Best Sales Trader/No. 1 Best for Execution/No. 2 BestCA Servicer
Singapore
No. 3 Best Salesperson/No. 3 Best for Execution
ThailandNo. 1 Best Overall Sales Services/No. 1 Best Salesperson/No. 2 Best
Salesperson/No. 2 Best Sales Trader/No. 3 Best Sales Trader/No. 2 Bestfor Execution/No. 1 Best CA Servicer
Asiamoney . . . . . . . . . . .

Asiamoney Brokers Poll 2021
Awards in Asia (Excluding Australia & Japan)
No. 2 Best Regional Brokerages No. 2 Best Regional Sales— 161 —

Issued by

Name of Awards

Australia
No. 1 Best international brokerages/No. 1 Best brokerages for sales/No. 1
Best brokerages for corporate access/No. 1 Best brokerages for execution
China (A&B Shares)
No. 2 Best domestic brokerages/No. 2 Best brokerages for sales/No. 2
Best brokerages for corporate access/No. 2 Best brokerages for execution/
No. 2 Best brokerages for Stock Connect Northbound trading
Hong Kong
No. 2 Best brokerages/No. 2 Best brokerages for sales/No. 2 Best
brokerages for corporate access/No. 2 Best brokerages for execution/No. 2
Best brokerages for Stock Connect Southbound tradingIndia
No. 2 Best international brokerages
Indonesia
No. 1 Best international brokerages/No. 2 Best brokerages for sales/No. 2
Best brokerages for corporate access/No. 2 Best brokerages for execution
Japan
No. 3 Best international brokerages
Korea
No. 2 Best international brokerages/No. 3 Best brokerages for execution
Malaysia
No. 1 Best international brokerages/No. 3 Best brokerages for sales/No. 3
Best brokerages for corporate access/No. 3 Best brokerages for execution
Pakistan
No. 2 Best international brokerages— 162 —

Issued by

Name of Awards

The Philippines
No. 1 Best international brokerages/No. 1 Best brokerages for sales/No. 1
Best brokerages for corporate access/No. 1 Best brokerages for execution
Singapore
No. 3 Best brokerages for execution
ThailandNo. 2 Best international brokerages/No. 2 Best brokerages for sales/No. 3
Best brokerages for corporate accessAsiamoney . . . . . . . . . . .

Asiamoney Brokers Poll 2022
Awards in Asia (Excluding Australia & Japan)
No.2 Best Regional Brokerages
No.2 Best Regional Brokerages for Sales
Australia
No. 1 Best international brokerages/No. 1 Best brokerages for sales/No. 1
Best brokerages for corporate access/No. 1 Best brokerages for execution
China (A&B shares)
No. 2 Best domestic brokerages/No. 2 Best brokerages for corporate
access/No. 2 Best brokerages for execution/No. 3 Best brokerages forsales/No. 3 Best brokerages for Stock Connect Northbound trading
Hong Kong
No. 3 Best brokerages for corporate accessIndia
No. 2 Best international brokerages
Indonesia
No. 1 Best international brokerages/No. 2 Best brokerages for sales/No. 2
Best brokerages for execution/No. 3 Best brokerages for corporate access— 163 —

Issued by

Name of Awards

Japan
No. 1 Best brokerages for corporate access/No. 1 Best brokerages for
execution/No. 2 Best international brokerages/No. 2 Best brokerages for
sales
Korea
No. 2 Best international brokerages/No. 2 Best brokerages for sales/No. 2
Best brokerages for corporate access/No. 2 Best brokerages for execution
Malaysia
No. 1 Best international brokerages/No. 2 Best brokerages for sales/No. 3
Best brokerages for corporate access/No. 3 Best brokerages for execution
Pakistan
No. 3 Best international brokerages
The Philippines
No. 1 Best international brokerages/No. 1 Best brokerages for sales/No. 1
Best brokerages for corporate access/No. 2 Best brokerages for execution
SingaporeNo. 2 Best international brokerages/No. 3 Best brokerages for sales/No. 3
Best brokerages for execution
ThailandNo. 2 Best international brokerages/No. 2 Best brokerages for sales/No. 3
Best brokerages for execution
TaiwanNo. 2 Best international brokerages
Our dedicated institutional equities execution team provides comprehensive best-execution services
across the region. We maintain a team of approximately 130 dealers and traders having access to morethan 60 equity exchanges around the world. Our single, integrated trading platform provides clients
access to around 95% of global market capitalisation. In terms of high-touch services, we hold the top
high-touch market share position in equities brokerage (excluding cash trading) services in Asia. Withexchange membership and on-the-ground teams in more than 15 markets, we seek out liquidity to
execute even the most challenging strategies for our clients. We provide unparalleled access to Chinese— 164 —

equities and A-share blocks through our collaboration with CITIC Securities. In terms of low-touch
services, we have a purpose-built execution system for trading orders in Asia, and we have a best-inclass algorithmic trading platform that integrates artificial intelligence (‘‘AI’’) machine learning. By
utilising our proprietary technology and database, we ensure all our client activities are managed with
100% control and discretion. Our traders and dealers are provided with algorithms and adaptive AI
technology so that we have a first-mover advantage in the market.
Many of our international institutional clients are renowned investors in the global investmentcommunity, including sovereign wealth funds, long-short funds, hedge funds and Hong Kong local ultrahigh-net-worth individuals. We believe that our broad client coverage and strong equity sales
capabilities allow us to compete effectively in the Hong Kong market and overseas markets that we
operate in.
Research
We maintained a leading position in the research business in Asia, ranking top in the industry. Our
outstanding research services in securities brokerage provide clients insights into the issues, trends andcompanies driving Asia’s markets. We have more than 100 research analysts that cover over 1,200
companies in 19 key industry sectors (including amongst others, consumer discretionary, industrials, IT,real estate, financials, consumer staples, communication services and healthcare) across 12 markets,providing deep sector and company insights that inform client’s investment strategies. CLSA U, ourvalue-added executive education programme, gives clients direct access to industry specialists across theglobe, in person, via conference call and research. The CLSA U curriculum is tailored to cover the key
macro themes impacting markets and portfolios.
The capabilities of our research services have been evidenced by the multiple awards our team received
over the past years. We were named ‘‘No.1 Best regional quantitative/technical analyst’’ for Asia
(excluding Australia and Japan) by Asiamoney in 2019. In Asiamoney Brokers Poll 2020, we ranked
second for each of ‘‘Best overall combined research and sales’’ and ‘‘Best overall research’’, each for
Asia (excluding Australia and Japan), and we ranked second and third for ‘‘Overall combined research& sales’’ for China (A & B shares) and Australia, respectively. In addition, we ranked first for ‘‘Best
overall research’’ for each of Thailand and the Philippines in Asiamoney Brokers Poll 2020. The
following table sets out the significant awards and market rankings for our research business in 2020,2021 and 2022:
Issued byName of Awards

Asiamoney . . . . Asiamoney Brokers Poll 2020
No. 2 Best Research & Sales in Asia (Excluding Australia & Japan)
No. 2 Research in Asia (Excluding Australia & Japan)
No. 2 Overall Combined Research & Sales in China (A & B Shares)
No. 2 Best Research, No. 1 Best Analyst for Banks
No. 1 Best Analyst for Semiconductors & Semiconductor Equipment— 165 —

Issued by

Name of Awards

No. 1 Best Analyst for Small/mid Caps Stock in Hong Kong, China
No. 3 Overall Combined Research & Sales in Australia
Awards in Asia (Excluding Japan)
No. 3 Best Economist/No. 1 Best Technical Analyst (Quantitative)/No. 1 Best
Analyst for Banks/No. 2 Best Analyst for Consumer Staples/No. 3 Best Analyst forReal Estate/No. 1 Best Analyst for Healthcare/No. 2 Best Analyst for Insurance/No. 1
Best Analyst for Semiconductors & Semiconductor Equipment/No. 2 Best Analyst forTechnology Hardware & Equipment/No. 2 Best Analyst for Software & Internet
Services/No. 3 Best Analyst for Telecommunication Services
Japan
No. 1 Best Strategist
Australia
No. 1 Best Economist/No. 1 Best Analyst for Small/mid Caps/No. 1 Best Analyst for
Banks/No. 1 Best Analyst for Consumer Staples/No. 1 Best Analyst for Energy/No. 1
Best Analyst for Financials (Non-banking)/No. 1 Best Analyst for Healthcare/No. 1
Best Analyst for Industrials/No. 1 Best Analyst for Software & Internet Services/No.
1 Best Analyst for Technology Hardware & Equipment/No. 1 Best Analyst forTransportation & Logistics/No. 1 Best Analyst for Utilities
Indonesia
No. 2 Best for Overall Research/No. 1 Best Analyst for Automobiles & Components/
No. 1 Best Analyst for Consumer Discretionary/No. 1 Best Analyst for Real Estate
Malaysia
No. 3 Best for Overall Research/No. 1 Best Analyst for Construction & Engineering/No. 1 Best Analyst for Consumer Discretionary/No. 1 Best Analyst for
Semiconductors & Semiconductor Equipment/No. 1 Best Analyst for Technology
Hardware & Equipment— 166 —

Issued by

Name of Awards

The Philippines
No. 1 Best for Overall Research/No. 1 Best Strategist/No. 1 Best Economist/No. 1
Best Analyst for Small/mid Caps Stock/No. 1 Best Analyst for Banks/No. 1 Best
Analyst for Casinos & Gaming/No. 1 Best Analyst for Construction & Engineering/No. 1 Best Analyst for Consumer Staples/No. 1 Best Analyst for Consumer
Discretionary/No. 1 Best Analyst for Energy/No. 1 Best Analyst for Financials (Nonbanking)/No. 1 Best Analyst for Industrials/No. 1 Best Analyst for Materials/No. 1
Best Analyst for Real Estate/No. 1 Best Analyst for Software & Internet Services/No.1 Best Analyst for Telecommunication Services/No. 1 Best Analyst forTransportation & Logistics/No. 1 Best Analyst for Utilities
SingaporeNo. 1 Best Analyst for Banks/No. 1 Best Analyst for Transportation & Logistics
ThailandNo. 1 Best for Overall Research/No. 1 Best Strategist/No. 1 Best Analyst for
Agriculture/No. 1 Best Analyst for Construction & Engineering/No. 1 Best Analyst
for Consumer Discretionary/No. 1 Best Analyst for Financials (Non-banking)Asiamoney . . . . Asiamoney Brokers Poll 2021
Awards in Asia (Excluding Australia & Japan)
No. 2 Best Regional Research
Australia
No. 1 Best brokerages for research
China (A&B Shares)
No. 2 Best brokerages for researchHong Kong
No. 3 Best brokerages for researchIndonesia
No. 2 Best brokerages for research— 167 —

Issued by

Name of Awards

Korea
No. 3 Best brokerages for research
Malaysia
No. 2 Best brokerages for research
The Philippines
No. 1 Best brokerages for research
ThailandNo. 2 Best brokerages for research
Asiamoney . . . . Asiamoney Brokers Poll 2022
Awards in Asia (Excluding Australia & Japan)
No. 2 Best Regional Brokerages for Research
No. 2 Best Regional Economist
No. 1 Best Regional Quantitative/Technical Analysts
No. 3 Best Regional Analysts for Banks and Insurance
Australia
No. 3 Best brokerages for research
China (A&B Shares)
No. 3 Best brokerages for researchIndonesia
No. 1 Best brokerages for ESG research
No. 2 Best brokerages for researchJapan
No. 2 Best brokerages for research— 168 —

Issued by

Name of Awards

Korea
No. 2 Best brokerages for research
Malaysia
No. 2 Best brokerages for research
No. 3 Best brokerages for ESG research
The Philippines
No. 1 Best brokerages for research
ThailandNo. 2 Best brokerages for research
Refinitiv . . . . . . 2020 STARMINE Analyst Awards Asia
No. 1 Stock Selection in Banks/No. 1 Profit Forecast in Equity Real Estate
Investment Trusts (REITs)/No. 1 Profit Forecast in Financial Services/No. 3 Stock
Selection in Financial Services/No. 2 Profit Forecast in Interactive Media & Services/No. 10 Overall Analyst Awards: Metals & Mining, Energy & Chemicals andConstruction & Engineering
China (including Hong Kong)
No. 4 Overall Analyst Awards: Real Estate/No. 1 Stock Selection in Financial
Services/No. 2 Profit Forecast in Financial Services/No. 2 Profit Forecast inInteractive Media & Services/No. 2 Stock Selection in Materials/No. 3 Profit
Forecast in Materials/No. 2 Stock Selection in Transportation & Industrials/No. 3
Profit Forecast in Transportation & Industrials
Australia and New ZealandNo. 1 Stock Selection in Energy/No. 3 Profit Forecast in Energy/No. 1 Profit
Forecast in Food, Beverage and Tobacco/No. 1 Stock Selection in Hotels,
Restaurants & Leisure/No. 1 Profit Forecast in Hotels, Restaurants & Leisure/No. 3
Profit Forecast in Interactive Media & Services/No. 2 Profit Forecast in
Transportation & Infrastructure/No. 2 Profit Forecast in Real Estate/No. 3 Overall
Analyst Awards: Energy and Utilities/No. 10 Overall Analyst Awards: Retail andConsumer Goods, Food, Beverage &Tobacco and Hotels, Restaurants & Leisure— 169 —

Issued by

Name of Awards

India
No. 2 Stock Selection in Utilities/No. 3 Profit Forecast in Banks/No. 3 Profit
Forecast in Energy/No. 3 Profit Forecast in Real Estate/No. 9 Overall Analyst
Awards: Banks/No. 10 Overall Analyst Awards: Information Technology
Japan
No. 1 Profit Forecast in Software & IT Services/No. 2 Profit Forecast inEntertainment
Institutional
2021 Asia-Pacific Research Rankings
Investor . . . .
Australia/New ZealandNo. 2 broker firm
China
No. 2 broker firmHong Kong
No. 2 broker firm
India
No. 3 broker firmIndonesia
No. 1 broker firm
Malaysia
No. 1 broker firm
The Philippines
No. 1 broker firm
SingaporeNo. 2 broker firm

— 170 —

Issued by

Name of Awards

South Korea
No. 2 broker firm
TaiwanNo. 3 broker firm
ThailandNo. 1 broker firm
Institutional
All-Asia Research Local Broker Rankings 2022
Investor . . . .
Australia/New ZealandNo. 3 broker firmIndonesia
No. 2 broker firm
Malaysia
No. 1 broker firm
The Philippines
No. 1 broker firm
Singapore
No. 3 broker firmSouth Korea
No. 2 broker firm
ThailandNo. 1 broker firm

— 171 —

Wealth Management
Our wealth management segment provides a full range of financial services and investment solutions forretail and high net-worth clients, including securities trading, electronic trading, stock margin financing,Hong Kong and global futures trading, over-the-counter transactions over Hong Kong stock, listedcompany activities and solutions, investment advisory, custodian and nominee services. Other thancommission fees, our wealth management business generates interest income of this segment comprisedinterest income from advances to customers in margin financing and interest spread from deposits placed
by wealth management customers. As of December 2022, the total assets under management or custodyamounted to approximately HK$162.3 billion (US$20.8 billion), which is comparable in size to regional
private banks with an active footprint in Asia.
Through CS Brokerage, our dedicated team of wealth management professionals provide tailor-madefinancial solutions to clients in China and globally. Our wealth management services are available toindividual retail clients, corporate and high net worth individuals, as well as institutional investors. Ourclients benefit from our collaboration with CITIC Securities which has a strong retail distribution
network in the greater China area. We also offer our services internationally in the United States, United
Kingdom, Australia, Europe, and certain Asian markets.
We strive to provide our wealth management customers with value-added products and services, such as
fast trading channel, investment advisory, and margin financing and securities lending services. We
believe our wealth management services have strong growth potential and could generate cross-selling
opportunities for our other businesses.
FICC
We offer a wide range of fixed income, currencies, rates and commodities products and solutions.
Through our global network, our FICC business team strives to deliver a full suite of products andservices to help clients identify market opportunities, manage their risks and generate returns on theirportfolios.
Our FICC business has a diverse and growing client base made up of astute investors in the FICC asset
classes and active participants in the global FICC markets. We service major global and regional
institutions worldwide as well as corporations in the greater China area. Our clientele consists ofsovereign wealth funds, global asset managers and hedge funds, global and regional banks and securities
firms, insurance companies, private banks and family offices. We are a leading China cross-border
trading partner, with more than 900 institutional clients worldwide and more than 1,500 bonds being
priced and published on venues daily. We also operate across five trading centres globally.
We operate through a global team of more than 350 dedicated FICC professionals, consisting ofspecialised roles in sales, trading, analytics and solution specialists. We have dedicated sales coveragebased in major financial centres worldwide and they work around the clock across the Asia, Europe andUS continents to maintain client relationships and acquire new clients. In recent years, we havecontinued to forge ahead our FICC business by adding new product offerings and further strengthened
our ability to deliver specialised servicing and solutions to our clients.
Our credit market-making business participates in major bond trading venues trading 24 hours a day,five days a week, offering liquidity in investment grade bonds, high yield bonds, convertible andexchangeable bonds. We publish bond pricing actively onto major electronic trading venues providing— 172 —

our clients with direct access to liquidity. Our bond sales team specialises in distributing bonds in bothprimary and secondary markets, providing market flow colour and credit analytics as well as trading
ideas to clients.
Our FICC’s solutions business advises clients on cross-border investment strategies, hedging solutions
and innovation of bespoke yield enhancement products. We have the expertise in providing solutions
across all FICC asset classes as well as the ability to help our clients execute the solution throughvarious market channels. We are a leading player in cross-border access solutions into the mainland
China. We have experience in providing solutions for yield enhancement products and can offer clientsthe ability to use fund, note or swap formats.
Our FICC’s OTC derivatives business helps clients to access the credit, currencies, rates, alternatives
and commodities markets worldwide. Our trading desks enable our clients to trade bilaterally throughthe use of swap, futures and option contracts. We have also established trading relationships with major
global OTC swap dealers to diversify our channels for prudent liquidity and counterparty risk
management.
Our FICC’s structured finance business provides bespoke offshore structured financing solutions to
support the growth and development of our valued corporate clients. These solutions may involvecommitting our own capital or providing advisory services only.
Our FICC’s principal investment business looks for opportunities in the global markets for yieldenhancement as well as capital growth. The investment team consists of specialised investment
strategists and portfolio managers who adopt a fundamental approach to its investment activities. The
team is experienced in using various instruments to capture its risk strategies and accessing global
market channels to manage its portfolios.
Equity Derivatives and Prime Brokerage
We are recognised as one of the most competitive providers of A-share derivative products
internationally. Our equity derivatives business offers a unique combination of local expertise andglobal access and has experienced strong growth over the past few years and is recognised as a leading
derivatives trading platform. Our sales, trading and structuring teams work closely with global clients tocreate solutions that meet their needs in risk management, yield enhancement, financing, and crossborder market access. The Group believes its equity derivatives business will further strengthen its
leading position in the capital markets business.
We provide a variety of financial derivatives products, including the followings:.

.

Structured products: bespoke notes, over-the-counter options & swapsoFlow derivatives: vanilla options (call, put, call spread, combination of put spread andoptions), covered call, protective put;oDelta-1 derivatives: equity swaps, portfolio swaps, contracts for difference, cross-border total
return swaps; andoExotics derivatives: autocallables, barrier options, outperformance, fund-linked derivatives;

Quantitative investment strategies: multi-asset class offeringNote 1; and— 173 —

.

Corporate equity derivatives: bespoke structure of derivatives trades.

Note 1: Our Global Multi Asset Trend Strategy Index (CITICS GMAT) won Euromoney’s SRP Most Innovative Index Award in2019.

Our equity derivatives services are highly customised to meet each client’s individual needs. Leveraging
our financial engineering expertise, we help our clients design sophisticated hedging strategies andtrading programs to manage downside risk and minimise costs. Depending on our clients’ return
expectations and risk appetite, we offer tailored structured products and investment programs to improvetheir risk-return status and meet their asset allocation needs. The Group also provides its clients accessto high margin opportunities in niche markets, such as cross-border derivatives and exotics derivatives.
We separate our own equity trading activities from those we conduct on behalf of our clients incompliance with applicable rules and regulations. We have implemented strict risk management
guidelines for our Equity Derivatives and Prime Brokerage business to mitigate the risks we are exposed
to. Please see ‘‘Risk Management and Internal Control’’ for a detailed description of our risk
management system.
We derive investment income from the trading of equity derivatives in which we act as principal ormarket-maker. Leveraging our dedicated professional trading and product teams and our innovative
services for client facilitation and liquidity supply capabilities, we also profit from the bid/ask spread
while enhancing market liquidity, facilitating price discovery and promoting market equilibrium.
In addition to the equity derivatives business, we also provide prime brokerage services to sophisticatedinstitutional investors. We offer a competitive suite of valued-added solutions to our prime clients
including execution, synthetic trading, stock borrowing and lending, custody, clearing, asset financing,and fund administration. We also provide efficient clearing and settlement of securities and cashtransactions in major Asian markets and currencies. We provide margin financing services to brokerageclients who wish to leverage their investments. We lend securities to our prime brokerage clients,
enabling them to capture potential short-selling opportunities. We also provide synthetic financing
services with total return swap products. The return of our clients under such swaps is linked with theperformance of the underlying assets including stocks indexes and other securities. We charge ourclients the pre-determined return rate based on a comprehensive assessment of several factors including
the cost of funding, market liquidity, supply and demand of products and the risk return ratio. We bearrisks including credit risk, liquidity risk, market risk and operational risk under such transactions. We
lend the stocks we own but do not intend to sell immediately to our counterparties and borrow thestocks from our counterparties through our stock borrowing and lending service, which contributes togreater liquidity, narrower spreads and improves risk management. Benefiting from our strong clientbase of sophisticated investors, and our strong capital resources and broad brokerage network, we havelarge and steady demand for our stock-based lending service.
In respect of our product matrix, our margin financing services include buying and holding on margin,employee stock ownership plan, initial public offering subscription, and Hong Kong margin andconnection. Our stock pledged repo transaction services include stock pledged, private placement
subscription, convertible bonds subscription, and cross-border guarantee. Our short selling services
include long and short strategies, day trade strategies, quantitative strategies and arbitrage strategies.
Further, we offer security lending services to institution lenders, mutual fund lenders, hedge fund
lenders, and asset or wealth manager lenders.

— 174 —

In addition, we also provide fund services through CLSA Fund Services (Asia) Limited, which wasestablished to service international asset managers and the growing number of mainland Chinese asset
managers that are expanding overseas. We provide tailor-made solutions to hedge funds, private equity,
venture capital, real estate, fund of funds, trusts and separately managed accounts, catering to theirinvestment and administration needs with offices in Beijing, Hong Kong, Singapore, Shanghai,
Guangzhou and Shenzhen. We provide comprehensive end-to-end solutions spanning middle and backoffice and fund administration services by leveraging on industry know-how, first-in-class technology
infrastructure and robust IT support. The types of fund services we provide include fund accounting
services (including reconciliation and break resolution, net asset value computation, performance fee
calculation, fund expenses validation, and financial statement & audit assistance), transfer agency
services (including transaction processing, investor due diligence, distribution of notices, wiretransactions, investor audit confirmation, ongoing anti-money laundering monitoring, and statement andcontract note distribution), tax compliance services (including, amongst others, registration for Global
Intermediary Identification Numbers and Automatic Exchange of Information, principal point of contact,
new investor due diligence and change in circumstances) and middle and back office services (including,amongst others, trade confirmation, daily cash reconciliation, daily position reconciliation, daily profit &loss reconciliation).
Asset Management and Others
We provide asset management and alternative investment management products and services for
professional investors, mainly through our subsidiaries CLSA Asset Management and CLSA CapitalPartners, both of which hold SFC licensed companies engaged in asset management business. Our asset
management business offers a diversified and increasing range of investment strategies, and helps
professional investors globally, mainly in the United States, Europe and Asia. We receive management
fees based on a percentage of the amount of assets under its management and performance fees (carriedinterest) based on returns on the assets. With clients’ interest as top priority, we design and offer highquality and innovative asset management products and services to Chinese domestic and overseas clientswith a view of steady value appreciation over the long term. As at 31 December 2022, the scale ofassets managed by CLSA Asset Management and CLSA Capital Partners amounted to approximately
US$7.0 billion and US$7.5 billion respectively.
Our asset management invests in a variety of asset classes covering mainstream investment strategies in
the private markets, and we help our clients invest in industry leaders in most dynamic sectors such as
smart manufacturing, renewables, healthcare, technology, media and telecom, high-end manufacturing
and properties, amongst others.
MAJOR CLIENTS
Leveraging synergies between our global network resources and the profound customer resources andextensive network layout of CITIC Securities and CITIC Group, we serve institutional clients across aspectrum of business sectors and a diverse group of high-net-worth individual clients from multiple
countries and regions including the United States, Europe and Asia Pacific. We have also accumulated agroup of trustworthy strategic clients engaging in key fields of PRC national economy, achieving indepth coverage of major central SOEs, important local SOEs and influential listed companies. We
believe our client base will continue to develop strongly, driven by our philosophy of being clientcentric and growing together with clients.

— 175 —

COMPETITION
Competition in the financial services industry in Hong Kong has been and is likely to remain intense.
Our competition is based on a number of factors, including price, products and services, innovation,transaction execution capability, reputation, experience and knowledge of our staff, employeecompensation and geographic scope.
Our main competitors include other securities firms and fund management companies with a PRC
background. We also face competition from commercial banks, insurance companies, private equity
funds and trust companies, as well as internet companies that have entered into the payment andmicrofinance businesses. Some of the financial institutions that we compete with are larger in terms ofasset size and client base and have greater financial resources or more specialised capabilities than us.
International financial institutions, some of which have greater experience and resources than us, havewell-established presence in Hong Kong and will continue to compete with us in providing financial
products and services either by themselves or in partnership with other PRC based financial institutions.
We also face increasing competition in overseas financial markets due to the expansion of ourinternational operations.
We have experienced intense price competition in some of our businesses in recent years. For example,
the securities brokerage industry in Hong Kong is very competitive, which has resulted in considerablepressure on brokerage commissions. The increased popularity of alternative trading platforms, including
online discount brokers offering deeply discounted fees, has also contributed to the decline incommission rates. In addition, equity and debt underwriting commission fees, as well as asset
management fee rates and prime services commission rates, have also been under pressure. We believethat we will continue to experience competitive pressures in these and other areas in the future as someof our competitors seek to win market share through price reduction. Based on the above we believe that
future competition in the securities sector will be even more intense, and innovation will be key forbusiness development in the securities industry.
We also face competition in attracting and retaining qualified employees. The competition among large
securities firms for qualified sponsor representatives and other high-quality professionals is substantial.
Our ability to continue to compete effectively in our businesses will depend upon our ability to attract
new employees and retain and motivate our existing employees.
EMPLOYEESWe believe that a major strength and principal reason for our success is the quality and dedication of
our people and the shared sense of being part of a team. We strive to create and maintain a work
environment that fosters professionalism, excellence and cooperation among our employees and highstandards of business ethics. Instilling our culture in all employees is a continual process, in which
training plays an important part.
As of 31 December 2022, the Group had a total of 1,937 employees. Our full-time employees participate
in various employee benefit plans such as mandatory pension funds and medical insurance plans, etc.
The employment contracts generally specify the employees’ responsibilities, remuneration and grounds
for termination. Compensation for our full-time employees typically consists of a base salary and adiscretionary bonus. The discretionary bonus is usually awarded for the relevant year based on theGroup’s business results and the employee’s performance.

— 176 —

We focus on our employees’ career development. We conduct performance evaluations for our
employees on an annual basis to provide feedback on their performance. We invest in training
programmes tailored for employees in different business lines.
Since the outbreak of COVID-19, we have focused on ensuring the hygiene and safety of our working
environment and complying with all applicable labour and social welfare laws and regulations. We had
also implemented flexible work arrangements for employees to accommodate the special circumstancesthat have arisen from the COVID-19 pandemic. To date, the COVID-19 pandemic has not had and is notexpected to have a material adverse effect on our employees.
TECHNOLOGY
We are committed to the on-going development, maintenance and use of technology. We expect our
technology initiatives to greatly enhance client service through increased connectivity and the provisionof value-added and tailored products and services, improve our trading execution and post-trade clearing
and settlement capabilities, effectively manage our risks and improve overall efficiency, productivity andcontrol.
Electronic commerce and technology have changed and will continue to change the ways that securities
and other financial products are traded, distributed and settled. This creates both opportunities andchallenges for our businesses. We remain committed to being at the forefront of technologicalinnovation in the financial services market. Our IT centre has developed several innovative technology
systems, such as an securities services knowledge database, a bond sales and trading platform, abrokerage business information service platform for high-net-worth clients, a high performanceelectronic market-making system, a centralised real-time risk management platform, and a quantitativealgorithmic trading strategy platform. We have also developed different trading platforms to address
specific needs of different business lines, such as a margin financing and securities lending operating
system for our prime services clients, an index futures arbitrage system for our high-end brokerageclients, a trading platform for our FICC and equity derivatives and prime brokerage activities, acentralised trading system for our brokerage clients, an investment and trading system for our asset
management clients, and a pricing platform for our fixed income clients.
Business continuity and information security are high priorities for us. We have designed contingency
plans to provide reasonable assurance of business continuity in the event of disruptions at our criticalfacilities. The key elements of the programme are crisis management, business recovery, systems anddata recovery, recovery facilities maintenance, and process improvement. We have developed andimplemented a framework of information security principles, policies and technology to protect our
information assets and those of our clients. Safeguards are applied to maintain the confidentiality,
integrity and availability of information resources.
RISK MANAGEMENT AND INTERNAL CONTROL
We believe that effective risk management and internal control is critical to our success. We haveestablished comprehensive risk management and internal control processes through which we monitor,
evaluate and manage financial, operational, compliance and legal risks that we are exposed to in ourbusiness activities. We implement vertical risk management of our subsidiaries through models such as
business guidance, operational support and decision-making management.

— 177 —Governance Structure
We seek to monitor and control our risk exposure through various reporting systems covering financial,
operational, compliance and legal aspects of our business. We have established a three-level risk
management and internal control governance structure as follows: (i) the risk management committee
under our Board of Directors, (ii) three related professional committees under our operation managementand (iii) the relevant divisions and business lines responsible for internal controls and business. Our
comprehensive three-level risk management system enables a network of collective decision making
among the respective committees. This ensures close cooperation between internal control functions andbusiness departments as well as business lines, and manages risks through a process of review, decision,
execution and supervision.
Board of Directors
The risk management committee of the Board of Directors supervises our overall risk management withthe aim of controlling risks within an acceptable level and ensures smooth implementation of effective
risk management schemes over risks related to our operational activities. The committee also prepares
overall risk management policies for the Board’s review; formulates strategic structure and resources tobe allocated for risk management purposes and keeps them in line with the internal risk management
policies. The committee also sets limits for major risk indicators; performs supervision and review on
the risk management policies and makes recommendation to the Board of Directors.
Executive Committee (Operation Management)
At the operation management level, we have three committees tasked with reviewing risks specific toparticular areas of our operations: the assets and liabilities management committee, the capitalcommitment committee, and the risk management committee.
.

Assets and Liabilities Management Committee
Within the authority delegated by the Board of Directors and the operation management, our assets
and liabilities management committee decides and reviews major matters and related systems
involving application of our proprietary capital. For the purpose of ensuring our capital security,
our assets and liabilities management committee optimises asset allocation and improves theefficiency of capital application via a scientific, standardised and prudent approach with strict
control and management of risk exposures.

.

Capital Commitment Committee
Our capital commitment committee performs final risk assessment and reviews the capitalcommitment of the underwriting business within the authority delegated by the Board of Directors
and our operation management. All corporate finance business involving application of capital are
subject to the approval of the capital commitment committee to ensure an acceptable level of risk
exposure of our corporate finance activities and security of capital.

.

Risk Management Committee
This risk management committee reports to the risk management committee of the Board of
Directors and our executive committee, and is responsible for monitoring and managing our dailyrisks within its designated authority, and for deciding and approving material matters related to— 178 —

risk management and the relevant system and setting limits for risks. The risk management
committee has established a risk management sub-working group, which is the main body
responsible for the daily monitoring and management of the financial risks over the proprietaryinvestment business and facilitating the execution of decisions made by the risk management
committee. The risk management sub-working group comprises (i) a credit risk management subworking group, (ii) a liquidity risk management sub-working group, (iii) an operational risk
management sub-working group and (iv) a reputation risk management sub-working group. The
credit risk management sub-working group is responsible for supporting and coordinating theexecution of decisions regarding daily credit risk monitoring and management. The liquidity risk
management sub-working group is responsible for monitoring and managing our liquidity risks,
promoting the development of our liquidity risk assessment methodology and management system,
coordinating the implementation of specific assessment and management measures, and providing
relevant decision-making support. The operational risk management sub-working group is
responsible for drafting our operational risk management rules, monitoring the execution ofoperational processes, collecting information on operational risk events and coordinating andimproving our operational risk management mechanism. The reputation risk management subworking group is the daily management body for reputation risks and is responsible forestablishing relevant rules and management mechanisms, preventing and identifying reputation
risks, responding to and tackling reputation events in a proactive and effective manner andmitigating any negative effect to the largest extent.
Division/Business Lines
At the division and business line level, we have segregated the roles and responsibilities of the front
office, middle office and back office to ensure the establishment of a system of ‘‘checks and balances.’’
Our front-office business departments are the first line of defence in risk management. These
departments have established business management systems and risk management systems to perform
supervision, assessment and reporting of the business risks of their respective businesses with a view tocontrolling business risks within the approved limits.
At the business line level, our risk management department works closely with our legal department,compliance department, audit department, clearing and settlement department, planning and financedepartment, human resources department and each business unit to implement risk management
strategies, policies and procedures.
.

Our risk management department:oidentifies, measures, analyses, monitors, reports and manages the risks that we face;oanalyses and assesses our overall risks and each of our business lines and recommends
optimised allocation of risk resources;oassists the risk management committee in the preparation of risk management indicators suchas risk limits, as well as supervision and reporting on the execution of risk limits;oestablishes and improves the timely reporting and feedback mechanism among the front
office, the risk management department and the operation management, and regularly reports
our general risk portfolios to the operating management and makes recommendations on risk
management;— 179 —

oestablishes a comprehensive stress-test mechanism as a basis for major decision making,daily operational adjustment and fulfilment of regulatory requirements; andoperforms pre-risk assessments and control over new products and businesses.

.

Our audit department has the overall responsibility for internal auditing, organising comprehensive
audit of all our departments/business lines and main subsidiaries, monitoring the implementation ofinternal control systems, preventing various moral and policy risks, and assisting with theinvestigation of emergency events.

.

Our compliance department:oorganises the establishment and implementation of our basic compliance policy;oprovides compliance advice and consultancy to our management, departments/business lines
and branches;omonitors lawful compliance of management and operating activities;osupervises and instructs the business departments/business lines and branches to assess,develop, modify and improve internal management policies, procedures and businessprocesses based on changes in laws, regulations and guidelines;operforms compliance pre-reviews on new internal management policies, important decisions,new products, new businesses and key business activities that we have launched; andofulfils the regular and non-regular reporting obligations to regulatory authorities.

.

Our legal department is responsible for oversight and control of our legal risks and relevantbusinesses.

.

Our information technology centre is responsible for managing the IT risks of the Company.

Other internal control departments exercise their respective risk management functions within the scopeof their responsibilities.
We have set up several risk measurement models that perform risk identification, analysis, monitoring,
reporting and management for all of our business lines. We also review risks relating to our businessregularly in order to identify areas for improvement and enhance our risk management practices. The
regular review of our corporate risk profile includes the analysis of current risk exposure, sensitivity
analysis and stress tests. The scope of risks covered in the review includes, but is not limited to, thedifferent type of risks discussed below.
Credit risk
Credit risk is the risk in respect of loss arising from a borrower’s or counterparty’s inability to meet its
obligations or whose credit qualifications deteriorate. Our credit risk mostly arises from four aspects:
firstly, securities brokerage business in respect of securities dealing and futures trading on behalf ofclients, if our Group does not require the clients to pay sufficient margin deposits in advance according
to the laws, our Group may have to undertake the settlement responsibility on behalf of clients if theclients do not have sufficient funds to pay for the transaction or face financing gaps due to other factors— 180 —

on the settlement date, and accordingly resulting in losses; secondly, credit risk arising from thesecurities financing businesses including margin financing and securities lending, stock repurchase,
which refers to our Group’s exposure to losses caused by clients’ failure to perform the contracts;
thirdly, default risk from credit product investment, which refers to the risk of our Group’s asset losses
and change in yield by reason of default or refusal to pay principal and interest on due dates by thefinancing parties or the issuers of the credit products our Group invested in; and fourthly, counterparty
default risk in over-the-counter derivative transactions such as interest rate swap, equity swap, over-thecounter option and forwards contracts i.e. the risk of counterparties failing to perform their payment
obligations in accordance with contracts when the contracts reach the maturity dates.
Overall speaking, we assess the credit ratings of counterparties or issuers through our internal credit
rating system, measure our credit risk by means of stress tests and sensitivity analysis, and manage suchcredit risk based on these results through our credit approval mechanism. Meanwhile, we use ourinformation management system to monitor our credit risk on a real-time basis, keep track of the credit
risk of our business products and transaction counterparties, provide analysis and pre-warning reports,
and adjust our credit limits in a timely manner.
For the debt securities trading business, we perform screening with a focus on the issuer’s credit risk byeffectively identifying the risk of default by or downgrade of the issuers, so as to fully estimate
expected losses. For the financing and securities lending business such as stock repurchase, the credit
risk primarily rests on clients’ provision of false information, failure to make full repayment on time,
contractual breach of portfolio limits and compositions, violation of regulatory requirements for trading
activities, and provision of collateral encumbered resulting in legal disputes. We seek to manage theserisks by way of client education, credit reference checks, credit approval, daily mark to market, risk
reminders to clients, forced liquidation of clients’ positions, judicial recourse and other means, and we
also analyse and report on risks arising from declining security performance ratio, untimely enforcement
and reinforcement of security and overdue repayments. We also examine as to whether the pre-approval
process, pre-warning mechanism on deteriorating market and post-deal management measures for thefinancing business are well established, and whether they are properly tracked in the duration of eachtransaction, and whether countermeasures are actively taken to control and resolve risks in a timely
manner for riskier projects. Clients to whom we have an aggregate exposure in excess of a certain
amount are reported to Group level in detail on a case-by-case basis, and clients with substantial credit
risks are specifically identified.
For credit products investment, in respect of private equity investment, we have established entrance
levels and investment caps for our products and will manage our credit risk through risk assessment, risk
reminders and judicial recourse, and in respect of public offering investments, through the counterparty
credit approval policy, we have developed certain investment restrictions based on the counterparty’s
credit ratings.
With respect to OTC derivatives, we screen counterparty credit risks associated with stock return swaps,
interest rate swaps, OTC options, forwards and other OTC derivatives, with the focus on circumstanceswhere (i) the value of the underlying assets or collateral under such derivative products has decreased,adding to the difficulties in closing-out the position or collateral realisation, and resulting in expanded
counterparty risk exposure and even counterparty defaults, (ii) the credit portfolio of the counterparty
deteriorates, leading to increased risk of default by the counterparty, and (iii) other general red flags, forexample, suspension of trading or delisting of listed company, payment default by debt securities issuer
and capital chain rupture.

— 181 —

In respect of our capital markets businesses, our focus is to ensure the duties and responsibilities inrelation to the due diligence exercise are fully performed in accordance with applicable laws, regulations
and regulatory requirements, and whether the relevant transactions have been reviewed and approved
pursuant to the regulatory requirements and internal control policies of the Company.
Market risk
Market risk is the risk of potential losses due to movement in market prices of financial positions held,on which our review has a particular focus on equity investments, debt securities trading and OTC
derivatives.
Operational risk
Operational risk refers to the risk in respect of losses resulting from arising from the failure of internal
workflow management, breakdown of information systems or misconduct of staff, as well as external
factors. Since operational risk is embodied in every aspect of activities within the Company, theCompany relies on all employees to maintain an effective internal control environment and manage
operational risk within their respective roles. Operational risk must be managed by all employees as partof the Company’s day-to-day activities.
We have put in place requirements to comprehensively assess whether the trading business andbrokerage business are exposed to risk of losses due to defects in internal workflow management,
employee’s misbehaviour, or other systematic or external factors. Our focus of review is placed onwhether our internal workflow management is well-established and sufficient, whether there are detailed
processes and control points, whether our staff complies with the relevant operational processes, andwhether there are any defects or loopholes in the processes or internal workflow management.
Liquidity risk
Liquidity risk refers to the risk arising in respect of a shortage of funds when fulfilling payment
obligations and meeting capital requirements for normal business operations. We have consistently
adhered to a well-established liquidity management policy and have set up a liquidity risk management
sub-working group responsible for continuously strengthening its liquidity management system. The
responsibilities for the centralised management of fund allocation for the Group lies with the Treasury
Department. In addition, the Risk Management Department will regularly prepare a liquidity risk reporton the status of asset and liabilities, liquidity quota management and other situations.
We also review on a periodic basis in respect of the effectiveness of our liquidity management
mechanism and whether such liquidity management rules laid down are strictly implemented. Our
liquidity risk review process includes a review on whether we effectively identify, measure, monitor andcontrol liquidity risk by (i) evaluating various assets and liabilities of the Company, estimating future
cash flows and any possible funding gaps under different stress scenarios, (ii) collecting and analysing
market data in predicting current market conditions and trends, (iii) actively monitoring the Group’s
Liquidity Coverage Metric, creating designated checking, reporting and remedial process in relation to
any ratio or indicator not in compliance with the relevant requirements.
We also set threshold values for liquidity risk indicators, and once exceeded, the Risk Management
Department will warn the Risk Management Committee, the management and relevant departments ofsuch risks under relevant systems, and appropriate actions will be taken by the relevant competent— 182 —

departments to bring the risk level down to an acceptable range as suggested by the indicators. We havealso established a liquidity reserve pool system with sufficient high-liquidity assets to meet its
emergency liquidity needs.
Capital risk
Our capital management procedures are well established and effectively implemented to access (i)whether requirements on capital management have been taken into account in the Company’s business
operations, (ii) capital efficiency, prevailing and projected profitability, projected operating cash flows,
projected capital expenditures and projected strategic investment opportunities of the Company, (iii)
whether the related risk control indicators meet latest regulatory requirements of our subsidiaries where
they operate and whether there is a risk that they will fall short of the capital requirements for the next
one to three years, if so, whether relevant countermeasures and plans have been put in place and (iv)whether there is any breach of regulatory requirements and whether effective remedial actions have beentaken.
Strategic risk
Strategic risk refers to the inability to determine strategic plans in response to profound changes indomestic and overseas capital markets, and involves factors which may affect the development direction,
corporate culture, competitiveness or corporate efficiency of an enterprise as a whole. Such risk isembedded in every operating unit while other key types of risk may also affect strategic risk. The
Company manages strategic risk by the following principles: (1) proactively consider strategic risk
during the strategic planning process; (2) set strategies within the context of its overall risk appetite; and(3) monitor the performance of its strategic plan and analyse the yearly progress and ensure its ability
and flexibility to adjust strategic plans in response to profound changes in domestic and overseas capital
markets.
Model risk
Model risk refers to a quantitative method, system or approach that applies statistical, economic,
financial, or mathematical theories, techniques, and assumptions to process input data into quantitative
estimates. The use of models invariably presents model risk, which is the potential for adverse
consequences from decisions based on incorrect or misused model outputs and reports. Model risk canlead to financial loss, poor business and strategic decision-making, or damage to organisation’s
reputation. As models were increasingly complex and widely used, the Company was also exposed tomore significant model risks amid business development and risk management.
The Company was fully aware of the importance of model risk and had developed a corporate model
management framework. The Company also strengthened model management step by step, and managed
the model life cycle, from the development, validation, use limitation and update, through a series ofinternal control measures such as approval, review and testing.
Financial/accounting management risk
We review our financial/accounting management risk to monitor whether (i) our financial management
system, process, authorisation, supervision and inspection and accountability mechanisms are wellestablished, (ii) the responsibilities of financial positions are clear and reasonable, incompatible
positions are effectively separated and such separation are strictly implemented, and whether the
management of financial personnel and institutions is sound; and (iii) the authorisation and approval of— 183 —

fund clearing are sound, and whether there are significant internal control risks in payment
authorisation. We also actively review financial accounting and reporting (information disclosure)processes to make sure they are true, timely, accurate, complete and in compliance with accounting
standards and laws and regulations. The other aspects of our financial/accounting management risk
review include (i) the approval and management of costs and expenses; (ii) the processes relating tobudget preparation, approval, execution and adjustment; (iii) timely actions on tax payments incompliance with relevant regulations, any material pending tax disputes and risks of tax penalties; (iv)adequacy of provision for impairment of assets outside the scope of credit risk and any significant riskof impairment; and (v) any risk of significant decline in earnings, or other significant financial risks.
Legal and compliance risk
Legal and compliance risks are potential risks of failure of business management and standards to alignin a timely manner with changes in laws, regulations or other requirements that may be imposed byregulatory authorities. Such risks may also come from financial and reputational impact on the Company
which may have originated from (i) contractual or legal claims against the Company; (ii) the inability or
failure to manage litigation or other dispute proceedings effectively; and (iii) failure to comply with its
values and laws and regulations as well as standards relating to specific financial services we provide,
which may damage our reputation and lead to legal or regulatory sanctions and/or financial losses.
The Company manages legal and compliance risks through a comprehensive set of control systems andprocedures to deal with external and internal risks. The business and operational departments are
responsible for the proactive identification and management of legal and compliance risks within the
Company. The Legal and Compliance department are responsible for setting policies and procedures for
the Company and providing independent supervision on and guidance to business departments. We
actively examine from time to time whether our legal management framework for the review oftransactions and contracts, and the handling and reporting of major legal disputes is sound. The Grouphas relevant internal policy which sets out the policies and procedures required to be adhered to by all
members of staff to protect the Group from legal liabilities and covers matters such as contractual
review, signing authority, documentation and safekeeping, the corporate secretarial function and theengagement of external legal counsel. We also put in place effective review processes to monitor thecompliance of operations and management activities, including whether major compliance risks haveoccurred in the past two years, whether major compliance risks that occurred were reported and rectified
in a timely manner, whether anti-money laundering and other types of compliance management are
performed in accordance with regulatory requirements.
IT risk
Information technology (‘‘IT’’) risk refers to the operational, legal and reputational risks arising fromnatural disasters, human factors, technology vulnerabilities and management deficiencies in the course ofcarrying out business activities or providing services by means of information technology.
The Company has adopted the following measures to control and prevent IT risks: (i) establishment of acomplete IT organisation structure to ensure stable operation of information systems, (ii) establishmentof a sound IT outsourcing management system to ensure the security of sensitive information, and (iii)
regular assessment on whether effective measures are in place in terms of network, operating system,
terminal, data, application system, business management, security monitoring, etc. to ensure the securityof information systems and data.

— 184 —

Reputational risk
Reputational risk refers to negative public opinions or comments in relation to the Company’s
operations, management and other behaviours or external events, which may cause damage of, and haveadverse impact on the Company’s reputation and brand image ultimately.
The Company proactively optimise its policies, systems and process of reputational risk management byadhering to the principles of comprehensiveness, transparency, prospectiveness and effectiveness. By
inclusion of reputational risk management into its comprehensive risk management system, the Company
ensures preventive approach and contingency plan of reputational risk are in place. The Company
promptly respond to any potential reputational risk by utilising strategies of accurate identification,
prudent assessment and dynamic monitoring, with an aim to prevent any incidents that may affect the
reputation of the Company and to control the negative impacts of such incidents.
For more details on the financial risks that the Group’s activities exposes us to, and our financial risk
management, see also ‘‘Financial risk management’’ in the notes to the Consolidated Financial
Statements included elsewhere in this Offering Circular. For more details on our financial risk
management, see also ‘‘Risk Management and internal Control — Financing/accounting managementrisk’’.
Money Laundering
We have established policies and procedures to flag and prevent money laundering and terrorist
financing. Money laundering covers a wide range of activities intended to mask or alter the source ofillegally obtained money. Our employees who know, suspect or have a reasonable basis to believe that aclient might have engaged in money laundering activities are required to immediately report to the legal
and compliance departments, which, in turn, will notify the appropriate regulatory authorities. We also
have in place a client screening procedure to profile clients with a higher than average likelihood ofengaging in money laundering and terrorist financing activities. When conducting such screening,
factors we take into account include the client’s background, nature of its business, its origin or place of
establishment, associated entities and its ownership structure.
Chinese Walls
As a financial institution providing a wide range of financial services, we consistently face situations
where two or more legitimate interests are conflicting in nature. We recognise the importance ofmanaging such conflicts to protect the interests of our clients and our employees. We have implemented
Chinese walls to limit conflicts of interest by controlling the flow of material non-public information. A
Chinese wall in this context refers to various physical and electronic measures taken to ensure thatmaterial non-public information regarding listed companies which is obtained by one department is notreleased to another department. It is intended to separate those making investment decisions from thosein possession of material non-public information. We have developed and implemented policies andprocedures to safeguard such information and prevent improper trading. Due to potential conflicts ofinterest, we have established Chinese walls between our investment banking and research departments,
our sales and research departments, as well as our trading and brokerage departments to prevent the flowof material non-public information. To enforce Chinese walls on an administrative level, we haveestablished physical segregation and password-protected access among departments and functional units,
including our investment banking, equity sales and trading, asset management, brokerage, research, legal
and compliance departments.

— 185 —

As we continually seek to enhance our risk management and internal control functions, we have
implemented the following:.

Firmwide Risk Pooling
We plan to measure and monitor our overall risk exposure to ensure that our risks fall within atolerable range.

.

Risk Limits Systems Based on Capital Allocation
We plan to establish a series of risk limit systems to dynamically control and adjust our risk
exposure through risk limits, promote timely communication with the front-office businessdepartments and improve the effectiveness of our risk management.

.

Economic Capital Framework
We plan to establish an economic capital allocation framework in line with international standards
and the capital requirements of the SFC to help us measure the risk adjusted returns of ourbusiness units and optimise our resource allocation.

Legal and Regulatory
Licensing Requirements
We operate our business principally in Hong Kong and we are subject to the relevant regulatory
requirements in Hong Kong.
Certain members of the Group are licensed under the SFO to carry out regulated activities, including
Type 1 (Dealing in securities), Type 2 (Dealing in futures contracts), Type 4 (Advising on securities),
Type 6 (Advising on corporate finance), Type 7 (Providing automated trading services) and Type 9(Asset management).
A member of the Group is an insurance broker company licensed by the Insurance Authority under the
Insurance Ordinance (Cap. 41) (the ‘‘IO’’) to carry out certain specified regulated activities in one ormore lines of insurance business, such as Long Term Business (including Linked Long Term Business).
Legal Proceedings
We may be a party to legal proceedings from time to time that arise from the ordinary course of ourbusiness. See ‘‘Risk Factors — Risks Relating to our Business — Substantial legal liability or
significant regulatory action against us could materially and adversely affect our results of operations
and financial condition, or cause us significant reputational harm and seriously harm our businessprospects’’. As at the date of this Offering Circular, the Group is not aware of any legal or arbitration
proceedings against it, or any pending or threatened proceedings, which are material in the context of
the issue of the Notes or the giving of the Guarantee.
Regulatory Review and Proceedings
We are subject to various regulatory requirements and guidelines set forth by the regulatory authorities
in Hong Kong (including the SFC) and other jurisdictions that we operate our businesses in.

— 186 —

The Company, its subsidiaries and their respective directors and senior management may be subject toregulatory investigations from time to time, and we and our employees have in the past been found to be
non-compliant with regulatory requirements. Material incidents of non-compliance of our Group that
occurred or regulatory investigation to which our Group is subject during 2020 to 2022 included thefollowing:
On 29 August 2021, Capital Markets Integrity Corporation issued a written reprimand to CLSA
Philippines, Inc. in relation to the violation of trade amendments, general trading operations and conduct
regulation of trading participants. A monetary penalty of PHP150,000 (approximately. US$3,000) was
levied, which was paid on 13 September 2021. We paid great emphasis on the remedial actions and thus
the issues have been adequately addressed and resolved.

— 187 —DIRECTORS AND SENIOR MANAGEMENTDIRECTORS OF THE COMPANY
The Board of Directors is responsible and has general powers for the management and conduct of theCompany’s business. The following table sets out certain information with respect to the Company’s
directors as at the date of this Offering Circular:
Name

Age

Mr Li Chunbo . . . . . . . . . . . . .
Mr Shi Benliang . . . . . . . . . . .
Mr Xu Jianqiang . . . . . . . . . . .
Mr Yu Yang . . . . . . . . . . . . . .
Mr Edward Park . . . . . . . . . . .

47
48
42
43
47

Position

Chairman, Director
Director
Director
Director
Director

Mr Li Chunbo, aged 47, is the chairman of the board of directors of the Company. Mr Li is also an
executive member of CITIC Securities. Mr Li also serves as a director of China Asset Management
Company Limited, a member of the development strategy committee of the Securities Association ofChina, and a member of the international development committee of Shanghai Stock Exchange. Mr Li
joined CITIC Securities in 2001 and previously worked as an analyst of the research consulting
department (later renamed as the research department), chief analyst of the research department, as wellas the chief executive of the research department and the equity sales and trading department. Mr Li
obtained a bachelor’s degree in Vehicle Engineering and a master’s degree in Management Science andEngineering from Tsinghua University in 1998 and 2001, respectively.
Mr Shi Benliang, aged 48, is a director of the Company. Mr Shi is also the chief financial officer of
CITIC Securities and an executive member and director of the wealth management committee of CITIC
Securities. Mr Shi joined CITIC Securities in 2000 and had served as a director of the asset managementbusiness accountant, joint person and administrative person in charge of the planning and financedepartment. Mr Shi also serves as the chairman of CITIC Private Equity Funds Management Company
Limited and a director of China Asset Management Company Limited, CLSA B.V., CLSA Limited,
CITIC GoldStone Fund Management Company Limited, CITIC Buyout Fund Management Company
Limited, GoldStone ZeXin Investment Management Co., Ltd. and Anhui Transport Control Jinshi
Private Fund Management Co., Ltd.. Mr Shi concurrently serves as a member of the Third AccountingStandards Advisory Committee for Business Enterprises of the Ministry of Finance and a member of the
Financial Accounting Committee of the Securities Association of China. Mr Shi obtained a bachelor’s
degree in Finance from Shanghai University of Finance and Economics in 1997 and a master’s degree in
Finance from Nankai University in 2000.
Mr Xu Jianqiang, aged 42, is a director of the Company. Mr Xu is also the head of equity derivatives
and prime brokerage, the head of asset management, and the chief executive officer of wealthmanagement of the Company. Mr Xu also serves as deputy head of the equity derivative business line of
CITIC Securities. Mr Xu was appointed as a director of the Company on 23 April 2019. Mr. Xu is alsoa director of CLSA, CSI Global Markets Holdings Limited, CLSA Global Investments Management
Limited, CSI Capital Management Limited, CSI Financial Products Limited, CLSA Premium Limited,
CS Brokerage, CS Futures, CLSA Asset Management, CLSA Fund Services, CSI Global Markets, CLSA
Premium International (HK) Limited, CLSA Global Markets Pte. Ltd., LXL Capital I Limited, LXL
Capital II Limited, LXL Capital III Limited, LXL Capital IV Limited and LXL Capital V Limited. Mr— 188 —

Xu joined CITIC Securities in August 2005. Mr Xu obtained a bachelor’s degree in Mathematics andApplied Mathematics from Peking University in 2003 and a master’s degree in Mathematics from the
University of British Columbia in 2005.
Mr Yu Yang, aged 43, is a director of the Company. Mr Yu is also the head of investment banking
division of the Company. Mr Yu also serves as member of global investment banking management
committee of CITIC Securities, a director of CLSA Limited, CLSA, CITIC Securities (Hong Kong),
CLSA Exchange Capital, Inc., and CLSA Philippines, Inc.. Mr Yu was appointed as a director of theCompany on 2 March 2020. Mr Yu joined CITIC Securities on 4 January 2005. He previously worked
for Guoyuan Securities Company Limited. Mr Yu obtained a bachelor’s degree in Economics from
University of Science and Technology of China in 2001, and a master’s degree in International Banking
and Financial Studies from University of Southampton in 2004, respectively.
Mr Edward Park, aged 47, is a director of the Company. Mr. Park is the chief executive officer of
institutional equities, CLSA Limited. Mr Park is also a director of CLSA Australia Holdings Pty Ltd,CLSA Australia Pty Ltd, CLSA Australia Nominees Pty Ltd, CLSA (UK), CLSA Limited, CLSA Capital
Limited, CLSA India Private Limited, CLSA Securities Japan Co., Ltd., CLSA Securities Korea Ltd.,CLSA Securities Malaysia Sdn. Bhd., CLSA, Alfalah CLSA Securities (Private) Limited, CLSA
Philippines, Inc., CLSA Singapore Pte Ltd, SetClear Pte. Ltd., CLSA Singapore Holdings Pte. Ltd.,CLSA JV Holdings Pte. Ltd., CLSA Securities (Thailand) Limited and CLSA Americas, LLC. Mr Parkis responsible for managing sales, trading and execution and research. Mr Park joined CITIC Securities
in 1998 and has over 21 years of experience in institutional equities business. Mr. Park obtained a
Bachelor of Science in Finance and Japanese from the University of Pennsylvania, Wharton School Of
Business in 1998.
SENIOR MANAGEMENT OF THE COMPANY
The following table sets out certain information with respect to the Company’s senior management as at
the date of this Offering Circular:
Name

Age

Mr Li Chunbo . . . . . . . . . . . . .
Mr Shi Benliang . . . . . . . . . . .
Mr Xu Jianqiang . . . . . . . . . . .
Mr Yu Yang . . . . . . . . . . . . . .
Mr Edward Park . . . . . . . . . . .

47
48
42
43
47

Position

Chairman, Director
Director
Director
Director
Director

Mr Li Chunbo
See ‘‘Directors and Senior Management — Directors of the Company’’.
Mr Shi Benliang
See ‘‘Directors and Senior Management — Directors of the Company’’.
Mr Xu Jianqiang
See ‘‘Directors and Senior Management — Directors of the Company’’.

— 189 —Mr Yu Yang
See ‘‘Directors and Senior Management — Directors of the Company’’.
Mr Edward ParkSee ‘‘Directors and Senior Management — Directors of the Company’’.

— 190 —TAXATION
The following summary of certain British Virgin Islands, Hong Kong, PRC and, EU tax consequences ofthe purchase, ownership and disposition of Notes is based upon applicable laws, regulations, rulingsand decisions in effect as at the date of this Offering Circular, all of which are subject to change(possibly with retroactive effect). This discussion does not purport to be a comprehensive description of
all the tax considerations that may be relevant to a decision to purchase, own or dispose of Notes anddoes not purport to deal with consequences applicable to all categories of investors, some of which may
be subject to special rules. Neither these statements nor any other statements in this Offering Circular
are to be regarded as advice on the tax position of any Noteholder or any persons acquiring, selling orotherwise dealing in the Notes or on any tax implications arising from the acquisition, sale or otherdealings in respect of the Notes. Persons considering the purchase of the Notes should consult their own
tax advisors concerning the tax consequences of the purchase, ownership and disposition of Notes.
Prospective investors should consult their professional advisers on the possible tax consequences ofbuying, holding or selling any Notes under the laws of their country of citizenship, residence ordomicile.
BRITISH VIRGIN ISLANDS
Under existing British Virgin Islands laws, payments of interest and principal on the Notes will not be
subject to taxation in the British Virgin Islands and no withholding will be required on the payment ofinterest and principal to any holder of the Notes nor will gains derived from the disposal of the Notes be
subject to British Virgin Islands income or corporation tax, provided that the payments are made topersons who are not resident in the British Virgin Islands. No estate, inheritance, succession or gift tax,
rate, duty, levy or other charge is payable by persons who are not resident in the British Virgin Islands
with respect to the Notes. There are currently no withholding taxes or exchange control regulations in
the British Virgin Islands applicable to the Issuer. If neither the Issuer nor any subsidiary holds aninterest in real estate in the British Virgin Islands, no stamp duty is payable in respect of the issue of theNotes and the Certificates or on an instrument of transfer in respect of the Notes or Certificates.
HONG KONG
Withholding Tax
No withholding tax is payable in Hong Kong in respect of payments of principal or interest on the Notes
or in respect of any capital gains arising from the sale of the Notes.
Profits Tax
Hong Kong profits tax is chargeable on every person carrying on a trade, profession or business in Hong
Kong in respect of profits arising in or derived from Hong Kong from such trade, profession or business(excluding profits arising from the sale of capital assets).
Interest on the Notes may be deemed to be profits arising in or derived from Hong Kong from a trade,
profession or business carried on in Hong Kong in the following circumstances:(i)interest on the Notes is derived from Hong Kong and is received by or accrues to a corporation
carrying on a trade, profession or business in Hong Kong;— 191 —

(ii)interest on the Notes is derived from Hong Kong and is received by or accrues to a person, otherthan a corporation, carrying on a trade, profession or business in Hong Kong and is in respect of
the funds of that trade, profession or business;(iii) interest on the Notes is received by or accrues to a financial institution (as defined in the Inland
Revenue Ordinance (Cap. 112) of Hong Kong (the ‘‘IRO’’)) and arises through or from thecarrying on by the financial institution of its business in Hong Kong; or(iv) interest on the Notes is received by or accrues to a corporation, other than a financial institution,
and arises through or from the carrying on in Hong Kong by the corporation of its intra-groupfinancing business (within the meaning of section 16(3) of the IRO).
Sums received by or accrued to a financial institution by way of gains or profits arising through or fromthe carrying on by the financial institution of its business in Hong Kong from the sale, disposal andredemption of Notes will be subject to Hong Kong profits tax. Sums received by or accrued to a
corporation, other than a financial institution, by way of gains or profits arising through or from thecarrying on in Hong Kong by the corporation of its intra-group financing business (within the meaningof section 16(3) of the IRO) from the sale, disposal or other redemption of Notes will be subject toHong Kong profits tax.
Sums derived from the sale, disposal or redemption of Notes will be subject to Hong Kong profits tax
where received by or accrued to a person, other than a financial institution, who carries on a trade,
profession or business in Hong Kong and the sum has a Hong Kong source unless otherwise exempted.
The source of such sums will generally be determined by having regard to the manner in which theNotes are acquired and disposed of.
In addition, the Inland Revenue (Amendment) (Taxation on Specified Foreign-sourced Income)Ordinance 2022 (Cap. 112) of Hong Kong (the ‘‘Amendment Ordinance’’) came into effect on 1
January 2023. Under the Amendment Ordinance, certain foreign-sourced interest on the Notes and gains
from the sale, disposal or redemption of Notes accrued to an MNE entity (as defined in the Amendment
Ordinance) carrying on a trade, profession or business in Hong Kong are regarded as arising in orderived from Hong Kong and subject to Hong Kong profits tax when they are received in Hong Kong.
The Amendment Ordinance also provides for relief against double taxation in respect of certain foreignsourced income and transitional matters.
In certain circumstances, Hong Kong profits tax exemptions (such as concessionary tax rates) may beavailable. Investors are advised to consult their own tax advisors to ascertain the applicability of any
exemptions to their individual position.
Stamp Duty
Stamp duty will not be payable on the issue of Bearer Notes provided that either:(i)such Bearer Notes are denominated in a currency other than the currency of Hong Kong and are
not repayable in any circumstances in the currency of Hong Kong; or(ii)such Bearer Notes constitute loan capital (as defined in the Stamp Duty Ordinance (Cap. 117) of
Hong Kong (the ‘‘SDO’’)).

— 192 —

If stamp duty is payable, it is payable by the Issuer on the issue of Bearer Notes at a rate of 3% of themarket value of the Bearer Notes at the time of issue. No stamp duty will be payable on any subsequenttransfer of Bearer Notes.
No stamp duty is payable on the issue of Registered Notes. Stamp duty may be payable on any transfer
of Registered Notes if the relevant transfer is required to be registered in Hong Kong. Stamp duty will,
however, not be payable on any transfer of Registered Notes provided that either:(i)such Registered Notes are denominated in a currency other than the currency of Hong Kong andare not repayable in any circumstances in the currency of Hong Kong; or(ii)such Registered Notes constitute loan capital (as defined in the SDO).

If stamp duty is payable in respect of the transfer of Registered Notes it will be payable at the rate of
0.26% (of which 0.13% is payable by the seller and 0.13% is payable by the purchaser) normally byreference to the consideration or its value, whichever is higher. In addition, stamp duty is payable at the
fixed rate of HK$5 on each instrument of transfer executed in relation to any transfer of the Registered
Notes if the relevant transfer is required to be registered in Hong Kong.
The proposed financial transactions tax (‘‘FTT’’)
On 14 February 2013, the European Commission published a proposal (the ‘‘Commission’s Proposal’’)for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria,
Portugal, Slovenia and Slovakia (the ‘‘participating Member States’’). However, Estonia has sincestated that it will not participate.
The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings inNotes (including secondary market transactions) in certain circumstances.
Under the Commission’s Proposal, the FTT could apply in certain circumstances to persons both within
and outside of the participating Member States. Generally, it would apply to certain dealings in Notes
where at least one party is a financial institution, and at least one party is established in a participating
Member State. A financial institution may be, or be deemed to be, ‘‘established’’ in a participating
Member State in a broad range of circumstances, including (a) by transacting with a person establishedin a participating Member State or (b) where the financial instrument which is subject to the dealings isissued in a participating Member State.
However, the FTT proposal remains subject to negotiation between participating Member States, and thescope of any such tax is uncertain. Additional EU Member States may decide to participate.
Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.

— 193 —FATCA WITHHOLDING
Pursuant to certain provisions of U.S. law, commonly known as FATCA, a ‘‘foreign financial
institution’’ may be required to withhold on certain payments it makes (‘‘foreign passthru payments’’)to persons that fail to meet certain certification, reporting, or related requirements. The Issuer may be aforeign financial institution for these purposes. A number of jurisdictions (including Hong Kong and theBritish Virgin Islands) have entered into, or have agreed in substance to, intergovernmental agreementswith the United States to implement FATCA (‘‘IGAs’’), which modify the way in which FATCA applies
in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to
instruments such as the Notes, including whether withholding would ever be required pursuant to
FATCA or an IGA with respect to payments on instruments such as the Notes, are uncertain and may besubject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect topayments on instruments such as the Notes, such withholding would not apply to foreign passthru
payments prior to the date that is two years after the date on which final regulations defining ‘‘foreign
passthru payments’’ are published in the U.S. Federal Register. In the preamble to the proposed
regulations, the U.S. Treasury Department indicated that taxpayers may rely on these proposed
regulations until the issuance of final regulations. Additionally, Notes that are characterised as debt (orwhich are not otherwise treated as equity and have a fixed term) for U.S. federal income tax purposesthat are issued on or prior to the date that is six months after the date on which final regulations
defining ‘‘foreign passthru payments’’ are filed with the U.S. Federal Register generally would be‘‘grandfathered’’ for purposes of FATCA withholding unless materially modified after such date.
However, if additional Notes (as described under ‘‘Terms and Conditions of the Notes — Further
Issues’’) that are not distinguishable from grandfathered Notes are issued after the expiration of the
grandfathering period and are subject to withholding under FATCA, then withholding agents may treat
all the Notes in the series, including grandfathered Notes, as subject to withholding under FATCA. In
the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on
the Notes, no person will be required to pay additional amounts as a result of the withholding. Holders
should consult their own tax advisors regarding how these rules may apply to their investment in theNotes.

— 194 —

CLEARANCE AND SETTLEMENT
The information set out below is subject to any change in or reinterpretation of the rules, regulations
and procedures of Euroclear, Clearstream or the CMU (together, the ‘‘Clearing Systems’’) currently ineffect. The information in this section concerning the Clearing Systems has been obtained from sourcesthat the Issuer believes to be reliable, but neither the Issuer, the Guarantor nor any Dealer nor the
Arranger takes any responsibility for the accuracy thereof. Investors wishing to use the facilities of anyof the Clearing Systems are advised to confirm the continued applicability of the rules, regulations andprocedures of the relevant Clearing System. Neither the Issuer, the Guarantor nor any other party to the
Agency Agreement will have any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the Notes held through the facilities of
any Clearing System or for maintaining, supervising or reviewing any records relating to, or payments
made on account of, such beneficial ownership interests.
The relevant Pricing Supplement will specify the Clearing System(s) applicable for each Series.
THE CLEARING SYSTEMS
Euroclear and Clearstream
Euroclear and Clearstream each holds securities for participating organisations and facilitates theclearance and settlement of securities transactions between their respective participants throughelectronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide totheir respective participants, among other things, services for safekeeping, administration, clearance andsettlement of internationally-traded securities and securities lending and borrowing. Euroclear andClearstream participants are financial institutions throughout the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations and certain otherorganisations. Indirect access to Euroclear or Clearstream is also available to others, such as banks,
brokers, dealers and trust companies which clear through or maintain a custodial relationship with aEuroclear or Clearstream participant, either directly or indirectly.
Distributions of principal with respect to book-entry interests in the Notes held through Euroclear or
Clearstream will be credited, to the extent received by the Issuing and Paying Agent, to the cash
accounts of Euroclear or Clearstream participants in accordance with the relevant system’s rules andprocedures.
CMU
The CMU is a central depositary service provided by the Central Moneymarkets Unit of the Hong Kong
Money Authority (the ‘‘HKMA’’) for the safe custody and electronic trading between the members of
this service (‘‘CMU Members’’) of capital markets instruments (‘‘CMU Instruments’’) which are
specified in the CMU Reference Manual as capable of being held within the CMU.
The CMU is only available to CMU Instruments issued by a CMU Member or by a person for whom a
CMU Member acts as agent for the purposes of lodging instruments issued by such persons.
Membership of the CMU is open to all financial institutions regulated by the HKMA, Securities andFutures Commission, Insurance Authority or Mandatory Provident Fund Schemes Authority. For further
details on the full range of the CMU’ custodial services, please refer to the CMU Reference Manual.

— 195 —

Compared to clearing services provided by Euroclear and Clearstream, the standard custody and clearing
service provided by the CMU is limited. In particular, unlike the European Clearing Systems, theHKMA does not as part of this service provide any facilities for the dissemination to the relevant CMU
Members of payments (of interest or principal) under, or notices pursuant to the notice provisions of, theCMU Instruments. Instead, the HKMA advises the lodging CMU Member (or a designated paying agent)of the identities of the CMU Members to whose accounts payments in respect of the relevant CMU
Instruments are credited, whereupon the lodging CMU Member (or the designated paying agent) will
make the necessary payments of interest or principal or send notices directly to the relevant CMU
Members. Similarly, the HKMA will not obtain certificates of non-US beneficial ownership from CMU
Members or provide any such certificates on behalf of CMU Members. The CMU Lodging and Paying
Agent will collect such certificates from the relevant CMU Members identified from an instrument
position report obtained by request from the HKMA for this purpose.
An investor holding an interest through an account with either Euroclear or Clearstream, in any Notes
held in the CMU will hold that interest through the respective accounts which Euroclear andClearstream, each have with the CMU.
BOOK-ENTRY OWNERSHIP
Bearer Notes
The Issuer has made applications to Euroclear and Clearstream for acceptance in their respective bookentry systems in respect of any Series of Bearer Notes. The Issuer may also apply to have Bearer Notes
accepted for clearance through the CMU. In respect of Bearer Notes, a Temporary Global Note and/or a
Permanent Global Note will be deposited with a common depositary for Euroclear and Clearstream or a
sub-custodian for the CMU. Transfers of interests in a Temporary Global Note or a Permanent Global
Note will be made in accordance with the normal market debt securities operating procedures of the
CMU, Euroclear and Clearstream. Each Global Note will, where applicable, have an International
Securities Identification Number (‘‘ISIN’’) and a Common Code and/or a CMU Instrument Number.
Investors in Notes may hold their interest in a Global Note only through a common depositary for
Euroclear and/or Clearstream or a sub-custodian for CMU.
Registered Notes
The Issuer may make applications to Euroclear and Clearstream for acceptance in their respective bookentry systems in respect of the Notes to be represented by a Global Certificate. The Issuer may also
apply to have Notes to be represented by a Global Certificate accepted for clearance through the CMU.
Each Global Certificate will have an International Securities Identification Number (‘‘ISIN’’) and a
Common Code or a CMU Instrument Number. Investors in Notes of such Series may hold their interests
in a Global Certificate through Euroclear, Clearstream or the CMU (if applicable).
Each Global Certificate will be subject to restrictions on transfer contained in a legend appearing on thefront of such Global Certificate, as set out under ‘‘Subscription and Sale.’’All Registered Notes will initially be in the form of a Global Certificate. Individual Certificates will beavailable, in the case of Notes initially represented by a Global Certificate, in amounts specified in theapplicable Pricing Supplement.

— 196 —

Transfers of Notes Represented by Global Registered Notes
Transfers of any interests in Notes represented by a Global Certificate within Euroclear, Clearstream and
CMU will be effected in accordance with the customary rules and operating procedures of the relevant
clearing system. Euroclear, Clearstream and CMU have each published rules and operating procedures
designed to facilitate transfers of beneficial interests in Global Certificates among accountholders ofEuroclear, Clearstream and CMU. However, they are under no obligation to perform or continue toperform such procedures and such procedures may be discontinued or changed at any time. None of theIssuer, the Trustee, the Paying Agents, the Registrar or any Dealer will be responsible for any
performance by Euroclear or Clearstream, CMU or their respective accountholders of their respective
obligations under the rules and procedures governing their operations and none of them will have any
liability for any aspect of the records relating to or payments made on account of beneficial interests in
the Notes represented by Global Certificates or for maintaining, supervising or reviewing any records
relating to such beneficial interests.

— 197 —REGULATORY ENVIRONMENTThis section summarises the principal laws and regulations in the PRC and Hong Kong which are
relevant to our business. As this is a summary, it does not contain a detailed analysis of the PRC laws
and regulations which are relevant to us.
PRC REGULATIONS
Issuance of Foreign Debts
Pursuant to the NDRC Circular, which was promulgated by the NDRC and became effective on 14
September 2015, where domestic enterprises, overseas enterprises controlled by them or their overseas
branches issue foreign debts, which are debt instruments of no less than one year of tenor that are
denominated in domestic currency or foreign currency with the capital repaid and interest paid asagreed, including notes issued overseas and long and medium term international commercial loans, theenterprises shall apply to the NDRC for dealing with the formalities of record-filing and registration
before issuance. The NDRC shall decide to accept it or not within five working days upon the receipt of
the application and provide the Registration Certificate of Enterprise Foreign Debt (企業發行外債備案
登記證明) within seven working days after acceptance. The enterprises shall submit the issuanceinformation to the NDRC within 10 working days after the issuance each time.
The NDRC published the NDRC Administrative Measures on 5 January 2023, which took effect andreplaced the NDRC Circular from 10 February 2023. According to the NDRC Administrative Measures,
domestic enterprises and their overseas controlled entities shall procure the registration of any debt
securities with a maturity of more than one year issued outside the PRC with NDRC prior to theissuance of the securities and file or cause to be filed with the NDRC the requisite information anddocuments within the prescribed time frame.
HONG KONG REGULATORY ENVIRONMENT
Introduction
The SFO is the principal legislation regulating the securities and futures industry in Hong Kong and it isadministered by the SFC which is the statutory regulatory body that governs the securities and futures
markets and non-bank retail leveraged foreign exchange market in Hong Kong.
The IO is the principal legislation regulating the insurance industry in Hong Kong and it is administeredby the Insurance Authority, which is the statutory body that is responsible for regulating and supervising
the insurance industry.
Types of Regulated Activities
The SFO provides a single licensing regime under which a person needs only one licence to carry on the
different types of regulated activities as specified in Schedule 5 of the SFO. There are ten types ofregulated activities, namely:
Type 1: dealing in securities;
Type 2: dealing in futures contracts;— 198 —

Type 3: leveraged foreign exchange trading;Type 4: advising on securities;
Type 5: advising on futures contracts;
Type 6: advising on corporate finance;
Type 7: providing automated trading services;Type 8: securities margin financing;Type 9: asset management; andType 10: providing credit rating services.
Functions of the IO
The IO sets out the regulatory framework applicable to insurers, designated insurance holding companies
and insurance intermediaries in Hong Kong, as well as the requirements for the authorisation,
designation, licensing, ongoing compliance and reporting obligations of insurers, designated insurance
holding companies and insurance intermediaries.
Anti-money Laundering and Counter-terrorist Financing
Licensed corporations are required to comply with the applicable anti-money laundering and counterterrorist financing laws and regulation in Hong Kong as well as the Guideline on Anti-Money
Laundering and Counter-Financing of Terrorism (For Licensed Corporations) (the ‘‘Guideline’’)published by the SFC.
The Guideline provides practical guidance to assist licensed corporations and their senior management indesigning and implementing their own anti-money laundering and counter-terrorist financing policies,
procedures and controls in order to meet the relevant legal and regulatory requirements in Hong Kong.
Under the Guideline, licensed corporations should, among other things:.

assess the risks of any new products and services before they are introduced and ensure thatappropriate additional measures and controls are implemented to mitigate and manage theassociated money laundering and terrorist financing risks;.

identify the client and verify the client’s identity using reliable, independent source documents,
data or information, and take steps from time to time to ensure that the client information is up-todate and relevant;.

conduct on-going monitoring of activities of the clients to ensure that they are consistent with thenature of business, the risk profile and source of funds, as well as identify transactions that arecomplex, large or unusual, or patterns of transactions that have no apparent economic or lawful
purpose;.

maintain a database of names and particulars of terrorist suspects and designated parties which
consolidates the various lists that have been made known to it, as well as comprehensive on-going
screening of the client database; and— 199 —

.

conduct on-going monitoring for identification of suspicious transactions and ensure compliancewith their legal obligations of reporting funds or property known or suspected to be proceeds ofcrime or terrorist property to the Joint Financial Intelligence Unit, a unit jointly run by the Hong
Kong Police Force and the Hong Kong Customs & Excise Department to monitor and investigate
suspected money laundering.

Financial Institutions Resolution Regime
On July 7, 2017, the Financial Institutions (Resolution) Ordinance (Cap. 628) of Hong Kong (the‘‘FIRO’’) came into operation. The FIRO provides for, among other things, the establishment of aresolution regime for authorised institutions and other financial institutions in Hong Kong. The
resolution regime seeks to provide the relevant resolution authorities with administrative powers to bringabout timely and orderly resolution in order to stabilise and secure continuity for a failing authorised
institution in Hong Kong. In particular, and subject to certain safeguards, the relevant resolution
authority is provided with powers to affect contractual and property rights as well as payments(including in respect of any priority of payment) that creditors would receive in resolution. These may
include, but are not limited to, powers to write off or convert all or a part of the nominal amount of, ordistributions on, regulatory capital securities of relevant financial institutions in Hong Kong. Certain
details relating to FIRO will be set out through secondary legislation and supporting rules.
OECD’s Common Reporting Standard
The Organisation for Economic Co-operation and Development (the ‘‘OECD’’) has developed a draft
common reporting standard (‘‘CRS’’) and model competent authority agreement to enable themultilateral, automatic exchange of financial account information. The CRS does not include a potential
withholding element. Under the CRS financial institutions will be required to identify and report the tax
residence status of customers in 101 countries that have endorsed the plans, of which 54 (including EU
Member States) have committed to implement the CRS with first information exchanges expected in2017. The remaining 47 countries have committed to implement the CRS on a slower timetable with
first information exchanges for these countries expected in 2018.
The adoption of CRS in the PRC and Hong Kong has been effective from 1 January 2017. The PRC andHong Kong financial institutions may begin collecting tax residency information from their accountholders as early as 1 January 2017 and may report information on reportable account holders in 2018.
The increased due diligence of customer information and the reporting of information to the tax
authorities will increase operational and compliance costs for banks, including the Group. At this time,
it is not possible to quantify the full costs of complying with the new legislation as some aspects arestill to be determined.

— 200 —SUBSCRIPTION AND SALE
Pursuant to an amended and restated dealer agreement dated 19 May 2023 and as further amended,
restated and/or supplemented from time to time (the ‘‘Dealer Agreement’’), CLSA Limited (the‘‘Arranger’’) and CSI Global Markets Limited (together with the Arranger, the ‘‘Permanent Dealers’’)agreed with the Issuer and the Guarantor a basis on which they or any of them may from time to timeagree to subscribe Notes. In addition, the Issuer and the Guarantor has reserved the right to sell Notes
directly on its own behalf to Dealers that is not a Permanent Dealer as at the date of the Dealer
Agreement. Any such agreement will extend to those matters stated under ‘‘Terms and Conditions of
the Notes’’. Under the terms of the Dealer Agreement, the Issuer, failing whom the Guarantor, will pay
each relevant Dealer a commission (if any) agreed between the Issuer, the Guarantor and the relevant
Dealer in respect of Notes subscribed by it.
The Issuer and the Guarantor have agreed to indemnify the Dealers against certain liabilities inconnection with the offer and sale of the Notes. The Dealer Agreement provides that the obligations of
the Dealers are subject to certain conditions precedent and entitles the Dealers to terminate any
agreement that they make to subscribe Notes in certain circumstances prior to payment for such Notes
being made to the Issuer.
The Arranger, the Dealers and their respective subsidiaries and affiliates are full service financial
institutions engaged in various activities, which may include securities trading, commercial andinvestment banking, financial advisory, investment management, principal investment, corporate
financing, hedging, financing and brokerage activities (‘‘Banking Services or Transactions’’). The
Arranger, the Dealers and their respective subsidiaries and affiliates may have, from time to time,
performed and may in the future perform, various Banking Services or Transactions with the Issuer, theGuarantor or their respective subsidiaries and affiliates, for which they have received, or will receive,customary fees and expenses.
In the ordinary course of their various business activities, the Arranger, the Dealers and their respective
subsidiaries and affiliates may make or hold a broad array of investments and actively trade debt andequity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the accounts of their customers, and such investment and securities activities
may involve securities and/or instruments of the Issuer, the Guarantor or their respective subsidiaries oraffiliates. Certain of the Arranger, the Dealers and their respective subsidiaries and affiliates may fromtime to time also enter into swap and other derivative transactions with the Issuer, the Guarantor or theirrespective subsidiaries or affiliates. The Arranger, the Dealers and their respective subsidiaries andaffiliates may also make investment recommendations and/or publish or express independent researchviews in respect of such securities or instruments and may at any time hold, or recommend to clientsthat they acquire, long and/or short positions in such securities and instruments.
In connection with each Tranche of Notes issued under the Programme, the Arranger, the Dealers or
certain of their subsidiaries or affiliates, or the Issuer, the Guarantor and/or their respective subsidiaries
and affiliates, may act as investors and place orders, purchase and receive allocations and may trade theNotes for their own account and such orders, purchases, allocations or trade of the Notes may bematerial. Such entities may hold or sell such Notes or purchase further Notes for their own account in
the secondary market or deal in any other securities of the Issuer or the Guarantor, and therefore, they
may offer or sell the Notes or other securities otherwise than in connection with the offering of therelevant Tranche of Notes. Accordingly, references herein to the Notes being ‘offered’ should be read as
including any offering of the Notes to the Arranger, the Dealers and/or their respective subsidiaries, or— 201 —

to the Issuer, the Guarantor and their respective subsidiaries and affiliates, as investors for their own
account. Such entities are not expected to disclose such transactions or the extent of any suchinvestment, otherwise than in accordance with any applicable legal or regulatory requirements. If suchtransactions occur, the trading price and liquidity of the Notes may be impacted.
Furthermore, it is possible that a significant proportion of the Notes may be initially allocated to, andsubsequently held by, a limited number of investors. If this is the case, the trading price and liquidity of
trading in the Notes may be constrained. The Issuer, the Guarantor, the Arranger and the Dealers areunder no obligation to disclose the extent of the distribution of the Notes amongst individual investors,
otherwise than in accordance with any applicable legal or regulatory requirements.
The Arranger, the Dealers or any of their respective affiliates may purchase the Notes for its or theirown account and enter into transactions, including credit derivatives, such as asset swaps, repackaging
and credit default swaps relating to the Notes and/or other securities of the Issuer, the Guarantor or theirrespective subsidiaries or affiliates at the same time as the offer and sale of the Notes or in secondary
market transactions. Such transactions would be carried out as bilateral trades with selected
counterparties and separately from any existing sale or resale of the Notes to which this Offering
Circular relates (notwithstanding that such selected counterparties may also be purchasers of the Notes).
Important Notice to CMIs (including private banks)This notice to CMIs (including private banks) is a summary of certain obligations the SFC Codeimposes on CMIs, which require the attention and cooperation of other CMIs (including private banks).
Certain CMIs may also be acting as OCs for the relevant CMI Offering and are subject to additional
requirements under the SFC Code. The application of these obligations will depend on the role(s)undertaken by the relevant Dealer(s) in respect of each CMI Offering.
Prospective investors who are the directors, employees or major shareholders of the Issuer, theGuarantor, a CMI or its group companies would be considered under the SFC Code as having an
Association with the Issuer, the Guarantor, the CMI or the relevant group company. CMIs should
specifically disclose whether their investor clients have any Association when submitting orders for the
relevant Notes. In addition, private banks should take all reasonable steps to identify whether theirinvestor clients may have any Associations with the Issuer, the Guarantor or any CMI (including its
group companies) and inform the relevant Dealers accordingly.
CMIs are informed that, unless otherwise notified, the marketing and investor targeting strategy for the
relevant CMI Offering includes institutional investors, sovereign wealth funds, pension funds, hedge
funds, family offices and high net worth individuals, in each case, subject to the selling restrictions andany MiFID II product governance language or any UK MiFIR product governance language set out
elsewhere in this Offering Circular and/or the applicable Pricing Supplement.
CMIs should ensure that orders placed are bona fide, are not inflated and do not constitute duplicatedorders (i.e. two or more corresponding or identical orders placed via two or more CMIs). CMIs should
enquire with their investor clients regarding any orders which appear unusual or irregular. CMIs should
disclose the identities of all investors when submitting orders for the relevant Notes (except for omnibus
orders where underlying investor information may need to be provided to any OCs when submittingorders). Failure to provide underlying investor information for omnibus orders, where required to do so,
may result in that order being rejected. CMIs should not place ‘‘X-orders’’ into the order book.

— 202 —

CMIs should segregate and clearly identify their own proprietary orders (and those of their groupcompanies, including private banks as the case may be) in the order book and book messages.
CMIs (including private banks) should not offer any rebates to prospective investors or pass on any
rebates provided by the Issuer and/or the Guarantor. In addition, CMIs (including private banks) should
not enter into arrangements which may result in prospective investors paying different prices for the
relevant Notes. CMIs are informed that a private bank rebate may be payable as stated above and in theapplicable Pricing Supplement, or otherwise notified to prospective investors.
The SFC Code requires that a CMI disclose complete and accurate information in a timely manner on
the status of the order book and other relevant information it receives to targeted investors for them tomake an informed decision. In order to do this, those Dealers in control of the order book should
consider disclosing order book updates to all CMIs.
When placing an order for the relevant Notes, private banks should disclose, at the same time, if suchorder is placed other than on a ‘‘principal’’ basis (whereby it is deploying its own balance sheet for
onward selling to investors). Private banks who do not provide such disclosure are hereby deemed to beplacing their order on such a ‘‘principal’’ basis. Otherwise, such order may be considered to be anomnibus order pursuant to the SFC Code. Private banks should be aware that placing an order on a‘‘principal’’ basis may require the relevant affiliated Dealer(s) (if any) to categorise it as a proprietaryorder and apply the ‘‘proprietary orders’’ requirements of the SFC Code to such order and will result inthat private bank not being entitled to, and not being paid, any rebate.
In relation to omnibus orders, when submitting such orders, CMIs (including private banks) that are
subject to the SFC Code should disclose underlying investor information in respect of each orderconstituting the relevant omnibus order (failure to provide such information may result in that order
being rejected). Underlying investor information in relation to omnibus orders should consist of:.

The name of each underlying investor;.

A unique identification number for each investor;.

Whether an underlying investor has any ‘‘Associations’’ (as used in the SFC Code);.

Whether any underlying investor order is a ‘‘Proprietary Order’’ (as used in the SFC Code);.

Whether any underlying investor order is a duplicate order.

Underlying investor information in relation to omnibus order should be sent to the Dealers named in therelevant Pricing Supplement.
To the extent information being disclosed by CMIs and investors is personal and/or confidential innature, CMIs (including private banks) agree and warrant: (A) to take appropriate steps to safeguard thetransmission of such information to any OCs; and (B) that they have obtained the necessary consentsfrom the underlying investors to disclose such information to any OCs. By submitting an order andproviding such information to any OCs, each CMI (including private banks) further warrants that theyand the underlying investors have understood and consented to the collection, disclosure, use andtransfer of such information by any OCs and/or any other third parties as may be required by the SFC
Code, including to the Issuer, the Guarantor, relevant regulators and/or any other third parties as may berequired by the SFC Code, for the purpose of complying with the SFC Code, during the bookbuilding— 203 —

process for the relevant CMI Offering. CMIs that receive such underlying investor information are
reminded that such information should be used only for submitting orders in the relevant CMI Offering.
The relevant Dealers may be asked to demonstrate compliance with their obligations under the SFC
Code, and may request other CMIs (including private banks) to provide evidence showing compliancewith the obligations above (in particular, that the necessary consents have been obtained). In such event,other CMIs (including private banks) are required to provide the relevant Dealer with such evidence
within the timeline requested.
SELLING RESTRICTIONSGeneralEach Dealer agrees, and each further Dealer appointed under the Programme will be required to agree,that it will (to the best of its knowledge and belief) comply in all material respects with all applicablesecurities laws, regulations and directives in force in each jurisdiction in which it purchases, offers, sells
or delivers Notes or has in its possession or distributes the Offering Circular, any other offering or
publicity material or any Pricing Supplement, in all cases at its own expense.
None of the Issuer, the Guarantor, the Trustee or any of the Dealers represent that Notes may at any
time lawfully be sold in compliance with any applicable registration or other requirements in any
jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility forfacilitating such sale. With regard to each Tranche, the relevant Dealer(s) will be required to comply
with any additional restrictions agreed between the Issuer and the relevant Dealer(s) and set out in theapplicable Pricing Supplement.
If a jurisdiction requires that the offering be made by a licensed broker or dealer and any Dealer or anyof their respective affiliates is a licensed broker or dealer in that jurisdiction, the offering shall bedeemed to be made by it or such affiliate on behalf of the Issuer and the Guarantor in such jurisdiction.
United States
In respect of Notes offered or sold in reliance on Regulation S Category 1 as specified in the applicable
Pricing Supplement, the Notes and the Guarantee have not been and will not be registered under the
Securities Act, and may not be offered or sold or, in the case of Bearer Notes, delivered within the
United States except in accordance with Regulation S or pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act. Each Dealer has
represented and agreed, and each further Dealer appointed under the Programme will be required torepresent and agree, that it has not offered or sold or, in the case of Bearer Notes, delivered, and will
not offer or sell or, in the case of Bearer Notes, deliver, any Notes and the Guarantee constituting partof its allotment within the United States. The Notes and the Guarantee are being offered and soldoutside the United States in reliance on Regulation S.
In respect of Notes offered or sold in reliance on Regulation S Category 2 as specified in the applicable
Pricing Supplement, the Notes and the Guarantee have not been and will not be registered under the
Securities Act and may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from, or ina transaction not subject to, the registration requirements of the Securities Act. Each Dealer has
represented and agreed, and each further Dealer appointed under the Programme will be required torepresent and agree, that it has not offered and sold or, in the case of Bearer Notes, delivered, and shallnot offer and sell or, in the case of Bearer Notes, deliver, the Notes and the Guarantee (i) as part of their— 204 —

distribution at any time and (ii) otherwise until 40 days after completion of the distribution of the Notes
comprising the relevant Tranche, except in accordance with Rule 903 of Regulation S. Accordingly,
neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any
directed selling efforts with respect to the Notes and the Guarantee, and it and they have complied andwill comply with the offering restrictions requirement of Regulation S. Each Dealer has agreed to notify
the Issuing and Paying Agent or, in the case of a Syndicated Issue, the Lead Manager when it hascompleted the distribution of its portion of the Notes so that the Issuing and Paying Agent or, in thecase of a Syndicated Issue, the Lead Manager may determine the completion of the distribution of all
Notes of the relevant Tranche and notify the other Relevant Dealers of the end of the distribution
compliance period. Each Dealer and its affiliates also agree that, at or prior to confirmation of sale ofNotes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Notes from it during the distribution compliance period a confirmation or
notice to substantially the following effect:‘‘The securities covered hereby have not been and will not be registered under the U.S. Securities
Act of 1933 (the ‘‘Securities Act’’) and may not be offered or sold within the United States or to,or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii)otherwise until 40 days after the completion of the distribution of the Tranche of securities ofwhich such securities are a part, except in either case in accordance with Regulation S under the
Securities Act. Terms used above have the meanings given to them by Regulation S.’’
Terms used in the above provision have the meanings given to them by Regulation S.
In addition, until 40 days after the commencement of the offering of any identifiable tranche of such
Notes, an offer or sale of Notes within the United States by any dealer (whether or not participating in
the offering) may violate the registration requirements of the Securities Act.
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to a United States person, except in certaintransactions permitted by U.S. Treasury regulations. Terms used in this paragraph have themeaning given to them by the U.S. Internal Revenue Code and regulations thereunder.
This Offering Circular has been prepared by the Issuer for use in connection with the offer and sale of
the Notes outside the United States. The Issuer and the Dealers reserve the right to reject any offer topurchase the Notes, in whole or in part, for any reason. This Offering Circular does not constitute anoffer to any person in the United States. Distribution of this Offering Circular by any non-U.S. person
outside the United States to any U.S. person or to any other person within the United States, isunauthorised and any disclosure without the prior written consent of the Issuer of any of its contents toany such U.S. person or other person within the United States, is prohibited.
Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S.
selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance andpurchase of such Notes, which additional selling restrictions shall be set out in the applicable Pricing
Supplement.

— 205 —

Prohibition of Sales to European Economic Area Retail Investors
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that it has not offered, sold or otherwise made available and will notoffer, sell or otherwise make available any Notes which are the subject of the offering contemplated by
the Offering Circular as completed by the Pricing Supplement in relation thereto to any retail investor in
the European Economic Area. For the purposes of this provision:(a)the expression ‘‘retail investor’’ means a person who is one (or more) of the following:(i)a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,‘‘MiFID II’’); or(ii)

a customer within the meaning of Directive (EU) 2016/97 (as amended, the ‘‘Insurance
Distribution Directive’’), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the‘‘Prospectus Regulation’’); and(b)the expression ‘‘offer’’ includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe for the Notes.

Prohibition of Sales to UK Retail Investors
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that it has not offered, sold or otherwise made available and will notoffer, sell or otherwise make available any Notes which are the subject of the offering contemplated bythis Offering Circular as completed by the Pricing Supplement in relation thereto to any retail investor
in the UK. For the purposes of this provision:(a)the expression ‘‘retail investor’’ means a person who is one (or more) of the following:(i)a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the EUWA; or(ii)

a customer within the meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) ofRegulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or(iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms partof domestic law by virtue of the EUWA (the ‘‘UK Prospectus Regulation’’); and(b)the expression ‘‘offer’’ includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe the Notes.

— 206 —

Other Regulatory Restrictions in the UK
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that:(a)in relation to any Notes which have a maturity of less than one year, (i) it is a person whoseordinary activities involve it in acquiring, holding, managing or disposing of investments (asprincipal or agent) for the purposes of its business and (ii) it has not offered or sold and will notoffer or sell any Notes other than to persons whose ordinary activities involve them in acquiring,holding, managing or disposing of investments (as principal or as agent) for the purposes of theirbusinesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments(as principal or agent) for the purposes of their businesses where the issue of the Notes would
otherwise constitute a contravention of Section 19 of the FSMA by the Issuer or the Guarantor;(b)

it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the FSMA) received by it in connection with the issue or sale of any Notes incircumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantor;
and

(c)

it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to any Notes in, from or otherwise involving the UK.

Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act
of Japan (Act No. 25 of 1948, as amended, the ‘‘Financial Instruments and Exchange Act’’).
Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the
Programme will be required to represent and agree, that it has not, directly or indirectly, offered or sold
and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person resident in Japan, including any
corporation or other entity organised under the laws of Japan), or to others for re-offering or re-sale,directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the Financial
Instruments and Exchange Act and other relevant laws and regulations of Japan.
Hong Kong
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that:(a)it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
Notes except for Notes which are a ‘‘structured product’’ as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the ‘‘SFO’’) other than (i) to ‘‘professional investors’’ asdefined in the SFO and any rules made under the SFO; or (ii) in other circumstances which do not
result in the document being a ‘‘prospectus’’ as defined in the Companies (Winding Up andMiscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the ‘‘C(WUMP)O’’) or which do
not constitute an offer to the public within the meaning of the C(WUMP)O; and— 207 —

(b)it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the Notes, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Notes which are or are intended to bedisposed of only to persons outside Hong Kong or only to ‘‘professional investors’’ as defined in
the SFO and any rules made under the SFO.

PRC
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the
Programme will be required to represent and agree, that the Notes are not being offered or sold and may
not be offered or sold, directly or indirectly, in the PRC (for such purposes, not including the Hong
Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC
or Taiwan), except as permitted by the securities laws of the PRC.
Singapore
Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required
to acknowledge, that this Offering Circular has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and agree, that it has not offered or soldany Notes or caused the Notes to be made the subject of an invitation for subscription or purchase andwill not offer or sell any Notes or cause the Notes to be made the subject of an invitation forsubscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, thisOffering Circular or any other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore
other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act
2001 of Singapore, as modified or amended from time to time (the ‘‘SFA’’)) pursuant to Section 274 of
the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with theconditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance withthe conditions of, any other applicable provision of the SFA.
Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:(a)a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one ormore individuals, each of whom is an accredited investor; or(b)a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) ofthat corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not betransferred within six months after that corporation or that trust has acquired the Notes pursuant to anoffer made under Section 275 of the SFA except:(1)

to an institutional investor or to a relevant person, or to any person arising from an offer referred
to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;

— 208 —

(2)where no consideration is or will be given for the transfer;(3)

where the transfer is by operation of law;(4)

as specified in Section 276(7) of the SFA; or(5)

as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities
and Securities-based Derivatives Contracts) Regulations 2018.

Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures
Act 2001 of Singapore (the ‘‘SFA’’) and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the ‘‘CMP Regulations 2018’’), unless otherwise specified before anoffer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section
309A(1) of the SFA), that the Notes are ‘‘prescribed capital markets products‘‘(as defined in the CMPRegulations 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).
British Virgin Islands
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the
Programme will be required to represent, warrant and agree, that it has not made and will not make any
invitation directly or indirectly to the public in the British Virgin Islands or a natural person who is a
British Virgin Islands resident or citizen to offer or sell the Notes and the Notes are not being offered orsold and may not be offered or sold, directly or indirectly, in the British Virgin Islands, except asotherwise permitted by British Virgin Islands law.

— 209 —

GENERAL INFORMATIONAUTHORISATIONSThe Issuer has obtained all necessary consents, approvals and authorisations in connection with theupdate of the Programme and the issue of the Notes thereunder and the performance of its obligations
under the Notes, the Trust Deed and the Agency Agreement. The update of the Programme and the issueof the Notes were authorised by the resolutions of the directors of the Issuer dated 18 May 2023.
The Guarantor has obtained all necessary consents, approvals and authorisations in connection with theupdate of the Programme and the giving and the performance of the Guarantee. The update of theProgramme and the giving of the Guarantee were authorised by the resolutions of the directors of the
Guarantor dated 18 May 2023 and the resolutions of the sole shareholder of the Guarantor dated 18 May
2023.
LITIGATIONAs at the date of this Offering Circular, the Group is not aware of any legal or arbitration proceedings
against it, or any pending or threatened proceedings, which are material in the context of the issue of theNotes or the giving of the Guarantee.
NO MATERIAL ADVERSE CHANGE
Since 31 December 2022, there has been no material adverse change, nor any development or event
involving a prospective material adverse change, in or affecting the general affairs, financial condition,
results of operations or prospects of the Issuer, the Guarantor and any of their respective subsidiaries.
DOCUMENTS AVAILABLE
For so long as Notes may be issued pursuant to this Offering Circular, copies of the following
documents will be available (upon prior written request and proof of holding and identity satisfactory to
the Trustee), during normal business hours (being between 9:00 a.m. and 3:00 p.m., Hong Kong time)on any weekday (Saturdays, Sundays and public holidays excepted), for inspection at the principal officeof the Trustee, being at the date of this Offering Circular, at 20th Floor, Citi Tower, One Bay East, 83
Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong:(i)the Trust Deed (which includes the form of the Global Notes, the Global Certificates, the Notes indefinitive form, the Coupons, the Receipts and the Talons); and(ii)

the Agency Agreement.

For so long as Notes may be issued pursuant to this Offering Circular, copies of the following
documents will be available (upon written request and proof of holding and identity satisfactory to theIssuer), during usual business hours (being between 9:00 a.m. and 3:00 p.m., Hong Kong time) on any
weekday (Saturdays, Sundays and public holidays excepted), for inspection at the principal office of theIssuer, being at the date of this Offering Circular, at 18/F., One Pacific Place, 88 Queensway, Hong
Kong:
(i)

the constitutive documents of each of the Issuer and the Guarantor;— 210 —

(ii)the audited consolidated financial statements of the Guarantor as at and for the years ended 31
December 2021 and 2022;(iii) each Pricing Supplement (save that a Pricing Supplement related to an unlisted Series of Notes will
only be available for inspection by a holder of any such Notes and such holder must produce
evidence satisfactory to the Issuer or the Trustee as to its holding of Notes and identity); and(iv) a copy of this Offering Circular together with any supplement to this Offering Circular and anyother documents incorporated herein or therein referenced.
CLEARING OF THE NOTES
Notes have been accepted for clearance through the Euroclear and Clearstream systems. The relevant
ISIN and the Common Code will be specified in the applicable Pricing Supplement. The Issuer may also
apply to have Notes accepted for clearance through the CMU. The relevant CMU instrument number
will be set out in the relevant Pricing Supplement. If the Notes are to clear through an additional or
alternative clearing system the appropriate information will be set out in the relevant Pricing
Supplement.
FINANCIAL STATEMENTS
The Consolidated Financial Statements, which are included elsewhere in this Offering Circular, havebeen audited by PwC, the Guarantor’s independent auditor, as stated in their reports appearing herein.
LISTING OF THE PROGRAMME AND THE NOTESApplication has been made to the Hong Kong Stock Exchange for the listing of the Programme, and forthe permission to deal in, and for the listing of, Notes issued under the Programme during the 12-month
period after the date of this Offering Circular on the Hong Kong Stock Exchange by way of debt issues
to Professional Investors only.
The issue price of Notes to be issued under the Programme and listed on the Hong Kong Stock
Exchange will be expressed as a percentage of their nominal amount. It is expected that dealings will, if
permission is granted to deal in and for the listing of such Notes, commence on or about the next
business day following the date of issue of the relevant Notes. Admission to the Hong Kong Stock
Exchange and quotation of any Notes on the Hong Kong Stock Exchange is not to be taken as anindication of the merits of the Programme, the Notes, the Guarantee, the Issuer, the Guarantor or theGroup. The Hong Kong Stock Exchange assumes no responsibility for the correctness of any of thestatements made or opinions or reports contained herein.
TEFRA D LEGEND
Notes issued pursuant to TEFRA D (other than temporary Global Notes) and any Coupons, Receipts andTalons appertaining thereto will bear the following legend: ‘‘Any United States person who holds thisobligation will be subject to limitations under the United States income tax laws, including thelimitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code’’.

— 211 —

INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Information of the Guarantor as at and for the year ended
31 December 2022 (1)Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-8

Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-11

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-13

Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-16

Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-18

Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-20

Audited Consolidated Financial Information of the Guarantor as at and for the year ended
31 December 2021 (1)Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-135

Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-138

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-140

Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-143

Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-145

Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-147

Note:
(1)

The comparative financial information for the year ended 31 December 2021 included in the 2022 consolidated financial
statements has been re-presented to conform to the presentation adopted for the financial year ended 31 December 2022.
The comparative financial information for the year ended 31 December 2020 included in the 2021 consolidated financial
statements have not been re-presented to conform with the new presentation and accordingly may not be comparable to theconsolidated financial information as at and for the years ended 31 December 2021 and 2022 in the 2022 consolidated
financial statements.

— F-1 —

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GUARANTOR

CSI MTN Limited
Kingston Chambers
PO Box 173, Road Town, Tortola
British Virgin Islands

CITIC Securities International
Company Limited
中信証券國際有限公司
26th Floor CITIC Tower
1 Tim Mei Avenue
Central, Hong Kong

AUDITOR OF THE GUARANTOR
PricewaterhouseCoopers
Certified Public Accountants andRegistered Public Interest Entity Auditor
22/F Prince’s Building
CentralHong Kong
TRUSTEE

REGISTRAR

Citicorp International Limited
20/F, Citi Tower
One Bay East
83 Hoi Bun Road
Kwun Tong
KowloonHong Kong

Citicorp International Limited
9/F, Citi Tower
One Bay East
83 Hoi Bun Road
Kwun Tong
KowloonHong Kong

ISSUING AND PAYING AGENT AND
TRANSFER AGENT IN RESPECT OF NOTESOTHER THAN CMU NOTESCMU LODGING AND PAYING AGENT AND
TRANSFER AGENT IN RESPECT OF
CMU NOTES

Citibank, N.A., London Branch
c/o Citibank, N.A.,
Dublin Branch
1 North Wall Quay
Dublin 1
Ireland

Citicorp International Limited
9/F, Citi Tower
One Bay East
83 Hoi Bun Road
Kwun Tong
KowloonHong Kong

LEGAL ADVISERS TO THE ISSUER AND THE GUARANTOR
As to Hong Kong law and English law

As to British Virgin Islands law

Ashurst Hong Kong
11/F., Jardine House
1 Connaught PlaceCentralHong Kong

Maples and Calder (Singapore) LLP
1 Raffles Place #36-01
One Raffles PlaceSingapore 048616

LEGAL ADVISER TO THE DEALERS
Linklaters
11th Floor, Alexandra House
Chater Road
Hong Kong
LEGAL ADVISERS TO THE TRUSTEE
Linklaters
11th Floor, Alexandra House
Chater Road
Hong Kong