Important Notice Not For Distribution Into The United


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IMPORTANT NOTICE NOT FOR DISTRIBUTION INTO THE UNITED STATES
IMPORTANT: You must read the following before continuing. The following applies to the offering circular (the “Offering Circular”) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Issuer (as defined in the Offering Circular) as a result of such access.
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 DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING IS MADE SOLELY IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.
THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”) and the Securities and Futures (Capital Market 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 Bonds 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).
Confirmation of your Representation:
In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must be purchasing the securities outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act. By accepting the e-mail and accessing the attached Offering Circular, you shall be deemed to have represented to the Managers (as defined in the Offering Circular) and the Issuer (as defined in the Offering Circular) (1) that you and any customers you represent are not, and that the electronic mail address that you gave the Issuer and to which this e-mail has been delivered is not, located in the United States and (2) that you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering Circular to any other person.
The materials relating to any offering of securities described in the Offering Circular do not constitute, and may not be used in connection with, an offer or solicitation by or on behalf of any of the Issuer or the Managers in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licenced broker or dealer and any Manager or any affiliate of a Manager is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Manager or such affiliate on behalf of the Issuer in such jurisdiction.
The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Managers, the Trustee (as defined in the Offering Circular), the Agents (as defined in the Offering circular), or any of their respective directors, officers, employees, agents, representatives, advisers or affiliates or any person who controls any of them accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Managers.
You are responsible for protecting against viruses and other destructive items. 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 from viruses and other items of a destructive nature.
The Offering Circular is being furnished in connection with an offering in offshore transactions outside the United States in compliance with Regulation S under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described in the Offering Circular.
Actions that you may not take: If you receive this document by e-mail, you should not reply by e-mail to this document, 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.

STRICTLY CONFIDENTIAL

SHANGRAO INNOVATION DEVELOPMENT INDUSTRY INVESTMENT GROUP CO., LTD.
(ɪᙘ௴อ೯‫࢝‬ପุҳ༟ණྠϞࠢʮ̡)
(Incorporated with limited liability in the People’s Republic of China)

U.S.$68,000,000 2.0 per cent. Credit Enhanced Bonds due 2024

backed by an irrevocable Standby Letter of Credit issued by Industrial and Commercial Bank of China Limited, Jiangxi Branch

Issue Price: 100.0 per cent.

The U.S.$68,000,000 2.0 per cent. credit enhanced bonds due 2024 (the “Bonds”) will be issued by Shangrao Innovation Development Industry Investment Group Co., Ltd. (ɪᙘ௴อ೯‫࢝‬ପุҳ༟ණྠϞࠢʮ̡) (the “Issuer”), a company incorporated in the People’s Republic of China (the “PRC”) with limited liability. The Bonds will have the benefit of an irrevocable standby letter of credit (the “Irrevocable Standby Letter of Credit”) denominated in U.S. dollars and issued by Industrial and Commercial Bank of China Limited, Jiangxi Branch (the “LC Bank”) in favour of the Trustee on behalf of itself and the Bondholders. See “Appendix 1 — form of Irrevocable Standby Letter of Credit” for the form of the Irrevocable Standby Letter of Credit.

The Bonds will bear interest on their outstanding principal amount from and including 27 April 2021 (the “Issue Date”) at the rate of 2.0 per cent. per annum. Interest on the Bonds will be payable semi-annually in arrear in equal instalments on 27 April and 27 October in each year, commencing on 27 October 2021. Payments on the Bonds shall be made free and clear of, and without set-off or counterclaim and without withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the PRC or any political subdivision or any authority therein or thereof having power to tax to the extent described under “Terms and Conditions of the Bonds — Taxation”.

The Bonds will constitute direct, unsubordinated, unconditional and unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by applicable legislation, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

The Issuer will undertake to (i) within 15 Registration Business Days after the Issue Date, register or cause to be registered with SAFE the Bonds pursuant to the Administrative Measures for Foreign Debt Registration and its operating guidelines, effective as of 13 May 2013 (the “Foreign Debt Registration”), (ii) use its best endeavours to complete the Foreign Debt Registration and obtain a registration record from SAFE on or before the Registration Deadline, (iii) if applicable, as soon as practicable, and in any case as soon as required or requested to do so by any relevant governmental authority, file or cause to be filed with SAFE the Bonds pursuant to the Circular of the People’s Bank of China on Implementing Overall Macro Prudential Management System for Nationwide Cross-border Financing (ʕ਷ɛ͏ვБᗫ׵ίΌ਷ᇍఖʫྼ݄Όɹ‫ࢰ‬༨ྤፄ༟҃ᝈᄲ ฐ၍ଣٙஷٝ) (the “Cross Border Financing Circular”) and (iv) comply with all applicable PRC laws and regulations in relation to the Bonds, including but not limited to, if applicable, the Cross Border Financing Circular and any implementing measures promulgated thereunder from time to time.

Pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (Fa Gai Wai Zi [2015] No. 2044) (਷‫࢕‬೯‫࢝‬ҷࠧ։ᗫ׵પආΆุ೯Б̮ව௪ࣩ೮াՓ၍ଣҷࠧٙஷٝ€೯ҷ̮༟[2015]2044໮)) (the “NDRC Circular”) issued by the National Development and Reform Commission of the PRC (the “NDRC”) on 14 September 2015 which came into effect on the same day and any implementation rules as issued by the NDRC from time to time, the Issuer has registered the issuance of the Bonds with the NDRC and obtained a certificate from the NDRC on 13 August 2020 evidencing such registration. The Issuer will undertake to file or cause to be filed the requisite information and documents with the NDRC within 10 Registration Business Days after the Issue Date in accordance with the NDRC Circular and comply with all applicable PRC laws, rules and regulations in connection with the Bonds. For consequences of non-registration, see “Risk Factors — Risks Relating to the Bonds — Any failure to complete the relevant filings under the NDRC Circular and the relevant registration with SAFE within the prescribed time frame following the completion of the issue of the Bonds may have adverse consequences for the Issuer and/or the Bondholders”.

Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal amount on 27 April 2024 (the “Maturity Date”). The Bonds will be subject to redemption, in whole but not in part, at their principal amount, together with any interest accrued to but excluding the date fixed for redemption, at the option of the Issuer at any time in the event of certain changes affecting taxes of the PRC. See “Terms and Conditions of the Bonds — Redemption and Purchase — Redemption for Taxation Reasons”. Furthermore, at any time following the occurrence of a Relevant Event (as defined in the Terms and Conditions), each holder of the Bonds will have the right, at such holder’s option, to require the Issuer to redeem all, but not some only, of such holder’s Bonds on the Put Settlement Date (as defined in the Terms and Conditions) at 100 per cent. of their principal amount, together with any interest accrued to but excluding such Put Settlement Date. See “Terms and Conditions of the Bonds — Redemption and Purchase — Redemption for Relevant Event”.

If a Pre-funding Failure Notice (as defined in the Terms and Conditions) is given to the Bondholders in accordance with the Terms and Conditions, the Bonds shall be redeemed in whole, but not in part, at their principal amount on the Interest Payment Date (as defined in the Terms and Conditions) immediately falling after the Mandatory Redemption Date (as defined in the Terms and Conditions), together with accrued interest accrued to but excluding the Mandatory Redemption Date. See “Terms and Conditions of the Bonds — Redemption and Purchase — Mandatory Redemption upon Pre-Funding Failure”.

For a more detailed description of the Bonds, see “Terms and Conditions of the Bonds” beginning on page 49.

The denomination of the Bonds shall be U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Investing in the Bonds involves risks. See “Risk Factors” beginning on page 18 for a discussion of certain factors to be considered in connection with an investment in the Bonds.

The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, may not be offered or sold within the United States. For a description of these and certain further restrictions on offers and sales of the Bonds and the distribution of this Offering Circular, see “Subscription and Sale”.

Approval in-principle has been received for the listing and quotation of the Bonds on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Offering Circular. Approval in-principle from, admission to the Official List of, and listing and quotation of the Bonds on, the SGX-ST are not to be taken as an indication of the merits of the offering of the Bonds, the Issuer, the Group, their respective subsidiaries or the quality of disclosure in this Offering Circular. For so long as such Bonds are listed on the SGX-ST and the rules of the SGX-ST so require, such Bonds will be traded on the SGX-ST in a minimum board lot size of at least U.S.$200,000.

The Bonds will initially be evidenced by a global certificate (the “Global Certificate”) in registered form, which will be registered in the name of a nominee of, and shall be deposited on or about the Issue Date with a common depositary on behalf of Euroclear Bank SA/NV (the “Euroclear”) and Clearstream Banking S.A. (the “Clearstream”). Beneficial interests in the Global Certificate will be shown on, and transfer thereof will be effected only through, records maintained by Euroclear and Clearstream. Except as described in the Global Certificate, individual certificates for Bonds will not be issued in exchange for interests in the Global Certificate. See “Summary of Provisions Relating to the Bonds in Global Form”.

Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners

Tensant Securities

Zhongtai International

ICBC

Bank of China

Shanghai Pudong Development Bank Hong Kong Branch

CNCB Capital

Joint Lead Managers and Joint Bookrunners

Industrial Bank Co., Ltd. Hong Kong Branch

DBS Bank Ltd.

China Minsheng Banking Corp., Ltd.,
Hong Kong Branch

Silk Road International

China Everbright Bank Hong Kong Branch

Haitong International

Guotai Junan International

Offering Circular dated 21 April 2021.

NOTICE TO INVESTORS
The Issuer, having made all reasonable enquiries, confirms that (i) this Offering Circular contains all information with respect to the Issuer and its subsidiaries taken as a whole (the “Group”) and the LC Bank, and to the Irrevocable Standby Letter of Credit and Bonds, which is material in the context of the issue, offering, sale or distribution of the Bonds (including all information which is required by applicable laws and the relevant rules and regulations imposed by the Singapore Exchange Limited and the information which, according to the particular nature of the Issuer, the Group, the Irrevocable Standby Letter of Credit, the LC Bank and the Bonds, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the Group, the LC Bank and the rights attaching to the Irrevocable Standby Letter of Credit and the Bonds); (ii) the statements contained in this Offering Circular are true and accurate in all material respects and not misleading; (iii) the statements of intention, opinion, belief or expectation expressed in this Offering Circular with regard to the Issuer and the Group are honestly and reasonably made or held and have been reached after considering all relevant circumstances and are based on reasonable assumptions; (iv) there are no other facts in relation to the Issuer, the Group, the LC Bank, the Irrevocable Standby Letter of Credit or the Bonds, the omission of which would, in the context of the issue and offering of the Bonds, make any statement, opinion or intention expressed in this Offering Circular misleading; (v) all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements; (vi) the information relating to the LC Bank included in this Offering Circular has been derived from or extracted from, among other sources, publicly available information, the Issuer has exercised reasonable care in compiling and reproducing such information relating to the LC Bank; (vii) this Offering Circular does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (viii) the statistical, industry and market-related data included in this Offering Circular is based on or derived from sources which the Issuer reasonably believe to be accurate and reliable in all material respects.
Notwithstanding the foregoing, the information included in this Offering Circular regarding Industrial and Commercial Bank of China Limited (“ICBC”) is for information purposes only and is based on, or derived or extracted from, among other sources, publicly available information. Any information available from public source that is referenced in this Offering Circular but is not separately included in this Offering Circular shall not be deemed to be incorporated by reference to this Offering Circular. However, none of the Issuer, the Managers (as defined below), the Trustee or the Agents (both as defined in the Terms and Conditions) or any person who controls any of them, or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers, has independently verified such information. Save for the representation given by the Issuer in the paragraph above, no representation or warranty, expressed or implied, is to be made or given by the Issuer, the Managers, the Trustee or the Agents or any person who controls any of them, or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers, as to the accuracy, completeness or sufficiency of such information. Accordingly, such information should not be unduly relied upon.
The Issuer has prepared this Offering Circular solely for use in connection with the proposed offering of the Bonds and giving of the Irrevocable Standby Letter of Credit described in this Offering Circular. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of Tensant Securities Limited, Zhongtai International Securities Limited, Industrial and Commercial Bank of China (Asia) Limited, ICBC International Securities Limited, Bank of China Limited, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch, CNCB (Hong Kong) Capital Limited, Industrial Bank Co., Ltd. Hong Kong Branch, DBS Bank Ltd., China Minsheng Banking Corp., Ltd., Hong Kong Branch, Silk Road International Capital Limited, China Everbright Bank Co., Ltd., Hong Kong Branch, Haitong International Securities Company Limited and Guotai Junan Securities (Hong Kong) Limited (together, the “Managers”) or the Issuer to subscribe for or purchase any of the Bonds. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Managers, the Trustee and the Agents and any person who controls any of them, and any of their respective affiliates, directors, officers, employees, agents, representatives or advisors to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Bonds or the distribution of this Offering Circular in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Bonds, and the circulation of documents relating thereto, in certain jurisdictions including the United States, the United Kingdom, the European Economic Area,
i

Hong Kong, the PRC, Singapore and Japan and to persons connected therewith. For a description of further restrictions on offers and sales of the Bonds, and distribution of this Offering Circular, see “Subscription and Sale” below. By purchasing the Bonds, investors are deemed to have represented and agreed to all of those provisions contained in that section of this Offering Circular. This Offering Circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for, or otherwise acquire, the Bonds. Distribution of this Offering Circular to any person other than the prospective investor and any person retained to advise such prospective investor with respect to its purchase is unauthorised. Each prospective investor, by accepting delivery of this Offering Circular, is deemed to have agreed to the foregoing and to make no photocopies of this Offering Circular or any documents referred to in this Offering Circular.
This Offering Circular is being furnished by the Issuer, in connection with the offering of the Bonds and is exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider purchasing the Bonds. Investors must not use this Offering Circular for any other purpose, make copies of any part of this Offering Circular or give a copy of it to any other person, or disclose any information in this Offering Circular to any other person. The information contained in this Offering Circular has been provided by the Issuer and other sources identified in this Offering Circular. Any reproduction or distribution of this Offering Circular, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than the consideration of an investment in the Bonds offered by this Offering Circular is prohibited. By accepting delivery of this Offering Circular each investor is deemed to have agreed to these restrictions.
No person has been or is authorised to give any information or to make any representation concerning the Issuer, the Group, the LC Bank, the Irrevocable Standby Letter of Credit or the Bonds other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer, the Managers, the Trustee or the Agents or any of their respective affiliates, directors, employees, agents, representatives, officers or advisers or any person who controls any of them. Neither the delivery of this Offering Circular nor any offering, sale or delivery made in connection with the issue of the Bonds shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of the Issuer, the LC Bank or the Group since the date hereof or create any implication that the information contained herein is correct as at any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Managers, the Trustee or the Agents or any of their respective affiliates, directors, employees, agents, representatives, officers or advisers or any person who controls any of them to subscribe for or purchase the Bonds and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful.
None of the Managers, the Trustee or the Agents nor any of their respective affiliates, directors, employees, agents, representatives, officers or advisers nor any person who controls any of them has independently verified the information contained in this Offering Circular. Nothing contained in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by the Managers, the Trustee or the Agents or any of their respective affiliates, directors, employees, agents, representatives, officers or advisers or any person who controls any of them. This Offering Circular is not intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by any of the Issuer, the Managers, the LC Bank, the Trustee or the Agents or any of their respective affiliates, directors, employees, agents, representatives, officers or advisers or any person who controls any of them that any recipient of this Offering Circular should purchase the Bonds.
Each person receiving this Offering Circular acknowledges that it has not relied on the Managers, the Trustee or the Agents or any of their respective affiliates, directors, employees, agents, representatives, officers or advisers or any person who controls any of them in connection with its investigation of the accuracy of such information or its investment decision, and such person must rely on its own examination of the Issuer, the Group, the LC Bank, the Irrevocable Standby Letter of Credit and the merits and risks involved in investing in the Bonds. See “Risk Factors” below for a discussion of certain factors to be considered in connection with an investment in the Bonds.
To the fullest extent permitted by law, none of the Managers, the Trustee or the Agents nor any of their respective affiliates, directors, employees, agents, representatives, officers or advisers nor any person who controls any of them accepts any responsibility for the contents of this Offering Circular and assumes no responsibility for the contents, accuracy, completeness or sufficiency of any such information
ii

or for any other statement, made or purported to be made by the Managers, the Trustee or the Agents or any of their respective affiliates, directors, employees, agents, representatives, officers or advisers or any person who controls any of them in connection with the Issuer, the issue and offering of the Bonds or giving of the Irrevocable Standby Letter of Credit. Each of the Managers, the Trustee and the Agents and each of their respective affiliates, directors, employees, agents, representatives, officers and advisers and any 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 Managers, the Trustee or the Agents nor any of their respective affiliates, directors, employees, agents, representatives, officers or advisers nor any person who controls any of them undertakes to review the results of operations, financial condition or affairs of the Issuer, the Group or the LC Bank during the life of the arrangements contemplated by this Offering Circular or to advise any investor or prospective investor in the Bonds of any information coming to the attention of the Managers, the Trustee or the Agents or any of their respective affiliates, directors, employees, agents, representatives, officers or advisers or any person who controls any of them.
IN CONNECTION WITH THE ISSUE OF THE BONDS, ANY OF THE MANAGER APPOINTED AND ACTING IN ITS CAPACITY AS STABILISING MANAGER (THE “STABILISING MANAGER”) OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER MAY OVER-ALLOT BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE A 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 BONDS IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE BONDS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE BONDS. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
In connection with the offering of the Bonds, the Managers and/or their respective affiliates, or affiliates of the Issuer, may act as investors and place orders, receive allocations and trade the Bonds for their own account and such orders, allocations or trading of the Bonds may be material. These entities may hold or sell such Bonds or purchase further Bonds for their own account in the secondary market or deal in any other securities of the Issuer, and therefore, they may offer or sell the Bonds or other securities otherwise than in connection with the offering of the Bonds. Accordingly, references herein to the offering of the Bonds should be read as including any offering of the Bonds to the Managers and/or their respective affiliates, or affiliates of the Issuer, as investors for their own account. Such entities are not expected to disclose such transactions or the extent of any such investment, otherwise than in accordance with any applicable legal or regulatory requirements. If such transactions occur, the trading price and liquidity of the Bonds may be impacted.
Prospective investors should not construe anything in this Offering Circular as legal, business or tax advice. Each prospective investor should determine for itself the relevance of the information contained in this Offering Circular and consult its own legal, business and tax advisers as needed to make its investment decision and determine whether it is legally able to purchase the Bonds under applicable laws or regulations.
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Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act (Chapter 289) 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 Bonds 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). Industry and Market Data Market data and certain information and statistics included in this Offering Circular have been obtained from both public and private sources, including market research, publicly available information and industry publications. Although the Issuer believes the information to be reliable, it has not been independently verified by the Issuer, the Managers, the Trustee or the Agents or any of their respective affiliates, directors, officers, employees, agents, advisers or representatives or any person who controls any of them and none of the Issuer, the Managers, the Trustee or the Agents nor any of their respective affiliates, directors, officers, employees, agents, advisers or representatives nor any person who controls any of them makes any representation as to the accuracy or completeness of such information. In addition, third party information providers may have obtained information from market participants and such information may not have been independently verified. In making an investment decision, each investor must rely on its own examination of the Issuer, the Group, the LC Bank and the terms of the offering, the Irrevocable Standby Letter of Credit and the Bonds, including the merits and risks involved. Where information has been sourced from a third party, the Issuer confirms that this information has been accurately reproduced and that, as far as the Issuer, is aware and is able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information to be inaccurate or misleading.
iv

CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION
In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to the “PRC”, “Mainland” and “China” are to the People’s Republic of China (excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan), all references to “PRC government” and the “State” means the central government of the PRC, including all political subdivisions (including provincial, municipal and other regional or local governmental entities) and instrumentalities thereof, or, where the context requires, any of them; all references to the “United States” and “U.S.” are to the United States of America; all references to “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China; all references to “Renminbi”, “RMB” and “CNY” are to the lawful currency of the PRC; and all references to “U.S.$” and “U.S. dollars” are to the lawful currency of the United States of America.
This Offering Circular contains translation of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise specified, where financial information in relation to the Issuer has been translated into U.S. dollars, it has been so translated, for convenience only, at the rate of RMB7.0651 to U.S.$1.00 (the noon buying rate in New York City on 30 June 2020 as set forth in the weekly H.10 statistical release of the Board of Governors of the Federal Reserve System). Further information regarding exchange rate is set forth in “Exchange Rates” in this Offering Circular. No representation is made that the Renminbi amounts referred to in this Offering Circular could have been or could be converted into U.S. dollars at any particular rate or at all, or vice versa.
In this Offering Circular, where information has been presented in thousands or millions of units, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in tables may not be equal to the apparent total of the individual items and actual numbers may differ from those contained herein due to rounding. References to information in billions of units are to the equivalent of a thousand million units.
In this Offering Circular, unless otherwise indicated or the context otherwise requires, references to:
• “Administrative Committee” are to the Shangrao Economic and Technical Development Zone Administrative Committee (ɪᙘ຾᏶Ҧஔක೯ਜ၍ଣ։‫;(ึࡰ‬
• “NDRC” are to the National Development and Reform Commission of the PRC or its local counterparts;
• “SAFE” are to the State Administration of Foreign Exchange of the PRC or its competent local counterparts;
• “Shangrao ETDZ” are to Shangrao Economic and Technical Development Zone (ɪᙘ຾᏶Ҧஔක ೯ਜ);
• “Shangrao Municipal Government” are to the Shangrao Municipal People’s Government (ɪᙘ ̹ɛ͏ִ݁);
• “Shangrao SASAC” are to the Shangrao State-owned Assets Supervision and Administration Commission or its competent local counterpart (ɪᙘ̹਷Ϟ༟ପ္ຖ၍ଣ։‫ ;(ึࡰ‬and
• “sq.m.” are to square metres.
The English names of the PRC nationals, entities, departments, facilities, laws, regulations, certificates, titles and the like are translations of their Chinese names and are included for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.
v

PRESENTATION OF FINANCIAL INFORMATION
FINANCIAL INFORMATION OF THE GROUP
This Offering Circular contains consolidated financial information of the Issuer as at and for the years ended 2017, 2018 and 2019, which has been extracted from the audited consolidated financial statements of the Issuer as at and for the years ended 2018 and 2019 (the “Audited Financial Statements”). The audited consolidated financial statements of the Issuer as at and for the years ended 2018 and 2019 included elsewhere in this Offering Circular are English translations of the Chinese versions of the same. Such audited consolidated financial statements of the Issuer were prepared and presented in accordance with Accounting Standards for Business Enterprises in the PRC (“PRC GAAP”) and have been audited by Zhongxinghua Certified Public Accountant LLP (the “Zhongxinghua”), the Issuer’s independent auditors.
This Offering Circular also contains consolidated financial information as at and for the six months ended 2019 and 2020, which has been extracted from the unaudited but reviewed consolidated financial statements of the Issuer as at and for the six months ended 2020 (the “Reviewed Financial Statements”). The unaudited but reviewed consolidated financial statements of the Issuer as at and for the six months ended 2019 and 2020 included elsewhere in this Offering Circular are English translations of the Chinese versions of the same. Such unaudited but reviewed consolidated financial statements of the Issuer were prepared and presented in accordance with Accounting Standards for Business Enterprises in the PRC (“PRC GAAP”) and have been reviewed by Zhongxinghua in accordance with Review Standard for Chinese Certified Public Accountants No. 2101 Review of Financial Statements.
PRC GAAP differs in certain respects from IFRS. See “Summary of Certain Differences between PRC GAAP and IFRS”.
FINANCIAL INFORMATION OF THE LC BANK
Copies of the latest annual and interim reports of ICBC, as well as its public filings, can be downloaded free of charge from the website of the Hong Kong Stock Exchange on the internet at www.hkex.com.hk. The financial statements of the LC Bank are not included in and do not form part of this Offering Circular. The information contained on the website of the Hong Kong Stock Exchange is subject to change from time to time. No representation is made by the Issuer, the Group, the Managers, the Trustee or the Agents or any person who controls any of them or any of their respective affiliates, directors, officers, employees, representatives, agents or advisers and none of the Issuer, the Group, the Managers, the Trustee or the Agents or any person who controls any of them or any of their respective affiliates, directors, officers, employees, representatives, agents or advisers takes any responsibility for any information contained on the website of the Hong Kong Stock Exchange.
Certain monetary amounts included in this Offering Circular have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the individual items and actual numbers may differ from those contained herein due to rounding.
vi

FORWARD-LOOKING STATEMENTS
This Offering Circular includes “forward-looking statements”. All statements other than statements of historical facts contained in this Offering Circular constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms, such as “anticipate”, “target”, “believe”, “can”, “would”, “could”, “estimate”, “expect”, “aim”, “intend”, “may”, “plan”, “will” “would” or similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding expected financial condition, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements include, but are not limited to, statements as to the business strategy, revenue, profitability, planned projects and other matters as they relate to the Issuer and/or the Group discussed in this Offering Circular regarding matters that are not historical facts.
The factors that could cause the actual results, performances and achievements of the Issuer or the Group or any member of the Group to be materially different include, among others:
• general economic, political and business conditions and competitive environment, including those related to the PRC and globally;
• ability to successfully implement business plans and strategies;
• capital expenditure plans and ability to carry out those plans;
• ability of the Group to control its costs;
• the continued availability of capital and financing;
• interest rates and foreign exchange rates, taxes and duties;
• the actions and developments of the Group’s competitors;
• financial condition and performance;
• any changes in the laws, rules and regulations of the central and local governments in the PRC and other relevant jurisdictions in which the Group operates and the rules, regulations and policies of the relevant governmental authorities relating to all aspects of the Group’s business;
• changes or volatility in interest rates, foreign exchange rates, equity prices or other rates or prices, including those pertaining to the PRC and the industry and markets in which the Group operates;
• various business opportunities that the Group may pursue;
• macroeconomic measures taken by the PRC government to manage economic growth;
• natural disasters, industrial action, terrorist attacks and other events beyond the Group’s control;
• other risks associated with industries in which the Group operates; and
• other factors, including those discussed in “Risk Factors” below.
Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed in “Risk Factors” below and elsewhere in this Offering Circular. The Issuer cautions investors not to place undue reliance on these forward-looking statements which reflect their managements’ view only as at the date of this Offering Circular. The Issuer undertakes 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, uncertainties and assumptions, the forward-looking events discussed in this Offering Circular might not occur.
vii

TABLE OF CONTENTS

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUMMARY OF PAYMENT ARRANGEMENTS ON EACH SCHEDULED DUE DATE UNDER
THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUMMARY CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TERMS AND CONDITIONS OF THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUMMARY OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM . . . . . . . . . USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DESCRIPTION OF THE LC BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DESCRIPTION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . PRC REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUMMARY OF CERTAIN DIFFERENCES BETWEEN PRC GAAP AND IFRS . . . . . . . . . . . GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX 1 — FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT . . . . . . . . . . .

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Important Notice Not For Distribution Into The United