Bond Zh?ngguó 0.125% ( XS2407277735 ) in EUR

Issuer Zh?ngguó
Market price refresh price now   100 %  ▲ 
Country  China
ISIN code  XS2407277735 ( in EUR )
Interest rate 0.125% per year ( payment 1 time a year)
Maturity 17/11/2028



Prospectus brochure of the bond China XS2407277735 en EUR 0.125%, maturity 17/11/2028


Minimal amount 100 000 EUR
Total amount 1 500 000 000 EUR
Next Coupon 17/11/2025 ( In 192 days )
Detailed description China is a vast, diverse East Asian country with a rich history, a rapidly growing economy, and a complex political system.

The Bond issued by Zh?ngguó ( China ) , in EUR, with the ISIN code XS2407277735, pays a coupon of 0.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/11/2028













THE CENTRAL PEOPLE'S GOVERNMENT OF THE PEOPLE'S REPUBLIC OF CHINA
EUR1,500,000,000 Zero Coupon Bonds due 2024
EUR1,500,000,000 0.125% Bonds due 2028
EUR1,000,000,000 0.625% Bonds due 2033
Issue price of the 2024 Bonds: 100.578%
Issue price of the 2028 Bonds: 99.368%
Issue price of the 2033 Bonds: 98.469%
The Ministry of Finance of the People's Republic of China (the "Ministry of Finance") is offering EUR1,500,000,000 in aggregate principal amount of its zero coupon bonds due 2024 (the "2024 Bonds"), EUR1,500,000,000 in aggregate
principal amount of its 0.125% bonds due 2028 (the "2028 Bonds") and EUR1,000,000,000 in aggregate principal amount of its 0.625% bonds due 2033 (the "2033 Bonds" and, together with the 2024 Bonds and the 2028 Bonds, the "Bonds").
The 2024 Bonds will bear no interest. No interest payment will be made on the 2024 Bonds. The 2028 Bonds and the 2033 Bonds will bear interest from and including 17 November 2021 (the "Issue Date") at the rate of 0.125% per annum and
0.625% per annum respectively. Interest on the 2028 Bonds and the 2033 Bonds will be payable annually in arrear on the Interest Payment Dates (as defined in the Terms and Conditions of the 2028 Bonds and the Terms and Conditions of the
2033 Bonds, respectively) falling on 17 November in each year, beginning on 17 November 2022. Payments on the Bonds will be made in euro without withholding or deduction for taxes of the People's Republic of China (the "PRC" or
"China") or any authority in the PRC or of the PRC having power to tax to the extent described under "Terms and Conditions of the 2024 Bonds ­ Taxation and Withholding", "Terms and Conditions of the 2028 Bonds ­ Taxation and
Withholding" and "Terms and Conditions of the 2033 Bonds ­ Taxation and Withholding". The 2024 Bonds will mature on 17 November 2024 at their principal amount, the 2028 Bonds will mature on the Interest Payment Date falling on 17
November 2028 at their principal amount and the 2033 Bonds will mature on the Interest Payment Date falling on 17 November 2033 at their principal amount.
The full faith and credit of the Central People's Government of the People's Republic of China (the "Central People's Government") is pledged for the due and punctual payment of the Bonds and for the due and timely performance of all
obligations of the Central People's Government with respect thereto.
The Bonds constitute direct, unconditional and unsecured obligations of the Central People's Government, and rank and will rank pari passu, without preference among themselves, with all other unsecured Public Indebtedness (as defined in
the Terms and Conditions of the Bonds) of the Central People's Government, from time to time outstanding, provided further, that the Central People's Government shall have no obligation to effect equal or rateable payment(s) at any time with
respect to any such other Public Indebtedness and, in particular, shall have no obligation to pay other Public Indebtedness at the same time or as a condition of paying sums due on the Bonds and vice versa.
Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for the Bonds to be admitted to trading on the London Stock Exchange's International Securities Market (the "ISM"). Such admission
to trading is expected to be effective on or immediately following the Issue Date. For the purposes of such application, the Issuer is an exempt issuer pursuant to Article 1(2) of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (as amended, the "UK Prospectus Regulation"). Accordingly, this Offering Circular has not been reviewed or approved by the ISM and has not been
approved as a prospectus by any other competent authority under the UK Prospectus Regulation. The Bonds admitted to trading on the ISM will not be subject to the requirements of the UK Prospectus Regulation. The ISM is
not a regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (the "UK MiFIR").
The ISM is a market designated for professional investors. Bonds admitted to trading on the ISM are not admitted to the Official List of the Financial Conduct Authority. The London Stock Exchange has not approved or verified
the contents of this Offering Circular.
Application has been made to the Luxembourg Stock Exchange (Société de la Bourse de Luxembourg) (the "LuxSE") to approve this Offering Circular as a prospectus in accordance with Part IV of the Luxembourg Law on Prospectuses for
Securities of 16 July 2019 (the "Prospectus Law") and to list the Bonds on the official list of the LuxSE (the "Official List") and to admit the Bonds to trading on the Euro MTF market which is a market operated by the LuxSE (the "Euro MTF
Market"). The Euro MTF market is not a regulated market pursuant to the provisions of MiFID II.
This Offering Circular does not constitute a prospectus for the purposes of Article 3 of the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation").
This Offering Circular will be published on the website of the LuxSE (www.bourse.lu). For the avoidance of doubt, the content of the website(s) included in this Offering Circular is for information purposes only and does not form part of this
Offering Circular.
The LuxSE assumes no responsibility on the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Admission to trading on the Euro MTF Market and listing on the Official List of the
LuxSE is not to be taken as an indication of the merits of the Ministry of Finance or the Bonds.
Application will be made to The Stock Exchange of Hong Kong Limited (the "SEHK") for listing of the Bonds by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited) ("Professional Investors") only. This Offering Circular is for distribution to Professional Investors only.
Notice to Hong Kong investors: The Ministry of Finance confirms that the Bonds are intended for purchase by Professional Investors only and will be listed on The Stock Exchange of Hong Kong Limited on that basis. Accordingly,
the Ministry of Finance confirms that the Bonds are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.
The SEHK 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 Bonds on the SEHK is not to be taken as an indication of the commercial merits or credit quality of the Bonds or the Issuer or quality of
disclosure in this Offering Circular. Hong Kong Exchanges and Clearing Limited and the SEHK take no responsibility for the contents of this Offering Circular, make no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Offering Circular.
For a more detailed description of the Bonds, see "Overview of the Offering" beginning on page 1.
The Bonds will be issued in denominations of EUR100,000 and integral multiples of EUR1,000 in excess thereof.
The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Bonds may not be offered or sold within the United States unless pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act and the applicable state or local securities laws. The Bonds are being offered outside the United States in reliance on Regulation S under the
Securities Act ("Regulation S").
For a description of these and certain further restrictions on offers and sales of the Bonds and the distribution of this Offering Circular, see "Subscription and Sale".
The 2024 Bonds will initially be represented by a global certificate (the "2024 Global Certificate") and the 2028 Bonds will initially be represented by a global certificate (the "2028 Global Certificate"), each in registered form which will be
registered in the name of a nominee of, and shall be deposited with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream") on the Issue Date. Interests in the 2024 Global
Certificate and the 2028 Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream. For persons seeking to hold a beneficial interest in the 2024 Bonds or the 2028
Bonds through the Central Moneymarkets Unit Service (the "CMU") operated by the Hong Kong Monetary Authority (the "HKMA"), such persons will hold their interest through an account opened and held by the CMU with Euroclear or
Clearstream. Except as described herein, certificates for the 2024 Bonds and the 2028 Bonds will not be issued in exchange for interests in the 2024 Global Certificate or the 2028 Global Certificate.
The 2033 Bonds will initially be represented by a global certificate (the "2033 Global Certificate", and together with the 2024 Global Certificate and the 2028 Global Certificate, the "Global Certificates") in registered form which will be
registered in the name of, and lodged with a sub-custodian for, the HKMA as operator (the "Operator") of the CMU. Interests in the 2033 Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained
by the CMU. For persons seeking to hold a beneficial interest in the 2033 Bonds through Euroclear or Clearstream, such persons will hold their interest through an account opened and held by Euroclear or Clearstream with the CMU. Except
as described herein, certificates for the 2033 Bonds will not be issued in exchange for interests in the 2033 Global Certificate.

Joint Lead Managers and Joint Bookrunners
Bank of China
Bank of Communications
China International
BofA Securities
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs
Capital Corporation
HSBC
J.P. Morgan
Société Générale
Standard Chartered
UBS
Corporate & Investment Banking
Bank
Offering Circular dated 10 November 2021




IMPORTANT NOTICE
This Offering Circular has been prepared by the Ministry of Finance solely for use in connection with the
proposed offering of the Bonds described in this Offering Circular. The Ministry of Finance accepts
responsibility for the accuracy of the information contained in this Offering Circular and confirms having taken
all reasonable care to ensure that such is the case, the information contained in this Offering Circular is, to the
best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
The 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 Ministry of Finance and
Bank of China Limited, Bank of Communications Co., Ltd. Hong Kong Branch, China International Capital
Corporation Hong Kong Securities Limited, Merrill Lynch (Asia Pacific) Limited, Crédit Agricole Corporate
and Investment Bank, Deutsche Bank AG, London Branch, Goldman Sachs (Asia) L.L.C., The Hongkong and
Shanghai Banking Corporation Limited, J.P. Morgan Securities plc, Société Générale, Standard Chartered Bank
and UBS AG Hong Kong Branch (collectively, the "Joint Lead Managers") to inform themselves about and to
observe any such restrictions. No action is being taken to permit a public offering of the Bonds or the
distribution of this Offering Circular in any jurisdiction where action would be required for such purposes.
There are restrictions on the offer and sale of the Bonds or redemption of the Bonds, and the circulation of
documents relating thereto, in certain jurisdictions including the United States and the United Kingdom, and to
persons connected therewith. For a description of certain further restrictions on offers, sales and resales of the
Bonds and distribution of this Offering Circular, see "Subscription and Sale".
No person has been or is authorised to give any information or to make any representation concerning the
Ministry of Finance 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 Ministry of Finance,
the Joint Lead Managers, Bank of Communications Co., Ltd. Hong Kong Branch (the "Fiscal Agent") or other
agents as appointed by the Ministry of Finance (together with the Fiscal Agent, the "Agents"). 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 PRC since the date hereof or create any implication
that the information contained herein is correct as of 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 Ministry of Finance, the Joint
Lead Managers or the Agents to subscribe for or purchase any of 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.
No representation or warranty, express or implied, is made or given by the Joint Lead Managers or the Agents
as to the accuracy, completeness or sufficiency of the information contained in this Offering Circular, and
nothing contained in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty
by the Joint Lead Managers or the Agents. None of the Joint Lead Managers or the Agents have independently
verified any of the information contained in this Offering Circular. None of the Joint Lead Managers or the
Agents can give any assurance that this information is accurate, true or complete. To the fullest extent permitted
by law, none of the Joint Lead Managers or the Agents assume responsibility for the contents, accuracy or
completeness of any such information or for any other statement, made or purported to be made by the Joint
Lead Managers or the Agents or on their behalf in connection with the Ministry of Finance or the issue and
offering of the Bonds. Each of the Joint Lead Managers and the Agents accordingly disclaims all and any
liability whether arising in tort or contract or otherwise which they might otherwise have in respect of this
Offering Circular or any such statement. This Offering Circular is not intended to provide the basis of any credit

i



or other evaluation nor should it be considered as a recommendation by any of the Ministry of Finance, the
Joint Lead Managers or the Agents that any recipient of this Offering Circular should purchase the Bonds.
The Bonds are governed by English law. The Ministry of Finance has agreed that the courts of England and
Wales have exclusive jurisdiction to settle any dispute in connection with the Bonds and appointed Bank of
Communications Co., Ltd. London Branch (currently at 4th Floor, 1 Bartholomew Lane, London EC2N 2AX,
United Kingdom) as its agent to accept service of process in any Proceedings (as defined in the Terms and
Conditions of the Bonds).
To the extent that the Ministry of Finance may claim for itself immunity from any Proceedings, and to the extent
that in any such jurisdiction there may be attributed to the Ministry of Finance such immunity (whether or not
claimed), the Ministry of Finance hereby agrees not to claim and hereby waives and will waive such immunity
in the face of the courts; provided, however, that the Ministry of Finance has not waived, and shall not waive,
its sovereign and other immunity with respect to assets of the PRC wherever located from execution or
attachment, whether in aid of execution, before judgment or otherwise.
IN CONNECTION WITH THE ISSUE OF THE BONDS, ANY JOINT LEAD MANAGER (OR
PERSONS ACTING ON BEHALF OF SUCH JOINT LEAD MANAGER) MAY 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 SUCH JOINT LEAD MANAGER (OR PERSONS ACTING ON BEHALF OF
SUCH JOINT LEAD MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF 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 SUCH JOINT LEAD MANAGER (OR PERSONS ACTING ON BEHALF OF
SUCH JOINT LEAD MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
Unless otherwise specified or the context requires, all references herein to "the Ministry of Finance" and words
of similar import regarding the description of the Bonds are to The Ministry of Finance of the PRC itself and
references herein to "RMB" are to the lawful currency of the PRC.
References to "Hong Kong" are to the Hong Kong Special Administrative Region of the PRC; references to
"Macau" are to the Macau Special Administrative Region of the PRC; references to "U.S." and the "United
States" mean the United States of America; references to "U.S.$" and "U.S. dollars" are to the lawful currency
of the United States and references to "EUR", "euro" and "" are to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European
Union, as amended.
Statistical information included in this Offering Circular is the latest official data publicly available at the date
of this Offering Circular. Financial data provided in this Offering Circular may be subsequently revised in
accordance with the Central People's Government's ongoing maintenance of its economic data, and that revised
data will not be distributed by the Ministry of Finance to any holder of the Bonds.
Unless otherwise indicated, all references in this Offering Circular to "Bonds" are to any of the 2024 Bonds,
the 2028 Bonds and the 2033 Bonds and references to a "series of Bonds" or to a "series" are to the 2024 Bonds,
the 2028 Bonds or the 2033 Bonds separately and all references in this Offering Circular to "Terms and
Conditions of the Bonds" are to the terms and conditions governing the 2024 Bonds, the 2028 Bonds and the
2033 Bonds (as applicable).

ii



TABLE OF CONTENTS
Page
OVERVIEW OF THE OFFERING .................................................................................................................... 1
RISK FACTOR .................................................................................................................................................. 3
TERMS AND CONDITIONS OF THE 2024 BONDS ...................................................................................... 4
TERMS AND CONDITIONS OF THE 2028 BONDS .....................................................................................20
TERMS AND CONDITIONS OF THE 2033 BONDS .....................................................................................36
SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM ......................52
THE ISSUER ....................................................................................................................................................55
USE OF PROCEEDS ........................................................................................................................................58
TAXATION .......................................................................................................................................................59
SUBSCRIPTION AND SALE ..........................................................................................................................60
GENERAL INFORMATION ............................................................................................................................65


iii



OVERVIEW OF THE OFFERING
This following overview contains certain information on the Bonds and the offering and is qualified in its
entirety by the remainder of this Offering Circular. Any decision to invest in the Bonds should be based on a
consideration of this Offering Circular as a whole. For a more complete description of the terms of the Bonds,
see the Terms and Conditions of the Bonds.
Words and expressions defined in the Terms and Conditions of the Bonds or elsewhere in this Offering Circular
have the same meanings in this overview.
Issuer
The Ministry of Finance of the People's Republic of China.
Bonds offered
EUR1,500,000,000 Zero Coupon Bonds due 2024.
EUR1,500,000,000 0.125% Bonds due 2028.
EUR1,000,000,000 0.625% Bonds due 2033.
Issue date
17 November 2021 (the "Issue Date").
Maturity date
2024 Bonds: 17 November 2024.
2028 Bonds: Interest Payment Date falling on 17 November
2028.
2033 Bonds: Interest Payment Date falling on 17 November
2033.
Issue price
2024 Bonds: 100.578% of the principal amount.
2028 Bonds: 99.368% of the principal amount.
2033 Bonds: 98.469% of the principal amount.
Interest rate
2024 Bonds: zero coupon.
2028 Bonds: 0.125% per annum.
2033 Bonds: 0.625% per annum.
Interest payment dates in respect of
Annually in arrear on 17 November of each year, beginning on
the 2028 Bonds and the 2033 Bonds
17 November 2022.
Final redemption
Unless previously redeemed, or purchased and cancelled, the
Bonds will be redeemed at their principal amount on the Maturity
Date.
Ranking
The Bonds are the direct, unconditional and unsecured
obligations of the Central People's Government and rank and
will rank pari passu, without preference among themselves, with
all other unsecured Public Indebtedness of the Central People's
Government, from time to time outstanding, provided further,
that the Central People's Government shall have no obligation to
effect equal or rateable payment(s) at any time with respect to
any such other Public Indebtedness and, in particular, shall have
no obligation to pay other Public Indebtedness at the same time
or as a condition of paying sums due on the Bonds and vice versa.
Listing
Application will be made to the London Stock Exchange for the
Bonds to be admitted to trading on the ISM. The ISM is not a
regulated market within the meaning of UK MiFIR. Such

1



admission to trading is expected to be effective on or
immediately following the Issue Date.
Application will be made to the LuxSE for the Bonds to be
admitted to trading on the Euro MTF Market and listed on the
Official List of the LuxSE.
The Bonds will also be listed on the SEHK.
Denomination
The denomination of the Bonds is EUR100,000 and integral
multiples of EUR1,000 in excess thereof.
Form
The Bonds will be issued in registered form and will initially be
represented by a global certificate in respect of each series of
Bonds.
Clearing Systems
Euroclear and Clearstream in the case of the 2024 Bonds and the
2028 Bonds; CMU in the case of the 2033 Bonds. The CMU
Instrument Number, ISIN and Common Code for the Bonds, as
the case may be, are:
CMU
Instrument
Common

Number
ISIN
Code
2024
-
XS2407277651
240727765
Bonds:
2028
-
XS2407277735
240727773
Bonds:
2033
BCMKFN21012 HK0000789559
240571943
Bonds:

Payment of principal and interest
Principal and interest (if any) on the Bonds will be payable in
euro.
Fiscal agent, principal paying agent,
Bank of Communications Co., Ltd. Hong Kong Branch.
CMU lodging agent, registrar and
transfer agent
Governing law
English law.
Use of proceeds
The net proceeds from the sale of the Bonds will be used by the
Ministry of Finance for general governmental purposes.
Selling restrictions
The Bonds have not been and will not be registered under the
Securities Act and may not be offered or sold within the United
States unless pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and the applicable state or local securities laws. For a description
of certain restrictions on offers, sales and deliveries of Bonds and
on the distribution of offering material in certain jurisdictions,
see the "Subscription and Sale" section below.


2



RISK FACTOR
The Ministry of Finance believes that the risk factor described below represents the principal risk inherent in
investing in the Bonds, but there may be other market-related risks associated with the Bonds which may not
be considered significant risks by the Ministry of Finance based on information currently available to it or
which it may not currently be able to anticipate. The risk factor described below is a contingency which may
or may not occur. Prospective investors should also read the detailed information set out elsewhere in this
Offering Circular to reach their own views prior to making any investment decision.
The Bonds carry a fixed interest rate or no interest.
The Bonds carry a fixed interest rate or no interest. The market prices of the Bonds may decrease if euro interest
rates increase during the term of the Bonds. Under this situation, investors may incur a loss from the decrease
in the market price if they sell the Bonds before final maturity.


3



TERMS AND CONDITIONS OF THE 2024 BONDS
The following are the terms and conditions substantially in the form in which they will appear on the reverse of
each of the definitive certificates evidencing the 2024 Bonds.
The EUR1,500,000,000 zero coupon bonds due 2024 (the "Bonds") of the Ministry of Finance of the People's
Republic of China (the "Ministry of Finance") are the subject of a fiscal agency agreement dated on or about
17 November 2021 (the "Fiscal Agency Agreement") between the Ministry of Finance and Bank of
Communications Co., Ltd. Hong Kong Branch as the fiscal agent, principal paying agent, CMU lodging agent,
transfer agent and registrar. The fiscal agent, principal paying agent, CMU lodging agent, transfer agent and
registrar for the time being and the paying agents to be appointed by the Ministry of Finance in the future are
referred to below respectively as the "Fiscal Agent", the "Principal Paying Agent", the "CMU Lodging Agent",
the "Transfer Agent", the "Registrar" and the "Paying Agents" (which expression shall include the Fiscal
Agent).
The Fiscal Agency Agreement includes the form of the Bonds. Copies of the Fiscal Agency Agreement are
available for inspection during normal business hours at the specified office of the Fiscal Agent. The holders of
the Bonds are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them.
Words and expressions defined in the Fiscal Agency Agreement shall have the same meanings where used in
these terms and conditions (the "Conditions") unless the context otherwise requires or unless otherwise stated.
1
Form, Denomination and Title
The Bonds will be issued in registered form in the denomination of EUR100,000 and integral multiples of
EUR1,000 in excess thereof.
The Bonds are represented by registered certificates ("Certificates") and, save as provided in Condition 2(a),
each Certificate shall represent the entire holding of Bonds by the same holder (as defined below).
Title to the Bonds shall pass by registration in the register that the Ministry of Finance shall procure to be kept
by the Registrar in accordance with the provisions of the Fiscal Agency Agreement (the "Register"). Except as
ordered by a court of competent jurisdiction or as required by law, the holder of any Bond shall be deemed to
be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any
notice of ownership, trust or any interest in it, any writing on the Certificate representing it or the theft or loss
of such Certificate and no person shall be liable for so treating the holder.
In these Conditions, "Bondholder" and "holder" means the person in whose name a Bond is registered (or in
the case of a joint holding, the first name thereof).
2
Transfers of Bonds
(a)
Transfer: A holding of Bonds may, subject to Condition 2(d), be transferred in whole or in part upon

the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate(s)
representing such Bonds to be transferred, together with the form of transfer endorsed on such
Certificate(s) (or another form of transfer substantially in the same form and containing the same
representations and certifications (if any), unless otherwise agreed by the Ministry of Finance), duly
completed and executed and any other evidence as the Registrar or Transfer Agent may require. In the
case of a transfer of part only of a holding of Bonds represented by one Certificate, a new Certificate
shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect
of the balance of the holding not transferred shall be issued to the transferor. In the case of a transfer of
Bonds to a person who is already a holder of Bonds, a new Certificate representing the enlarged holding

4



shall only be issued against surrender of the Certificate representing the existing holding. All transfers
of Bonds and entries on the Register will be made in accordance with the detailed regulations concerning
transfers of Bonds scheduled to the Fiscal Agency Agreement. The regulations may be changed by the
Ministry of Finance, with the prior written approval of the Registrar and the Fiscal Agent. A copy of the
current regulations will be made available by the Registrar to any Bondholder during usual business
hours upon prior written request.
(b)
Delivery of New Certificates: Each new Certificate to be issued pursuant to Condition 2(a) shall be

available for delivery within three business days of receipt of a duly completed form of transfer and
surrender of the existing Certificate(s). Delivery of the new Certificate(s) shall be made at the specified
office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of
such form of transfer or Certificate shall have been made or, at the option of the holder making such
delivery or surrender as aforesaid and as specified in the relevant form of transfer or otherwise in writing,
be mailed by uninsured post at the risk of the holder entitled to the new Certificate 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 the case may be) the costs of such other method of delivery and/or such
insurance as it may specify. In this Condition 2(b), "business day" means a day, other than a Saturday or
Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer
Agent or the Registrar (as the case may be).
(c)
Transfer Free of Charge: Certificates, on transfer, shall be issued and registered without charge by or

on behalf of the Ministry of Finance, the Registrar or any Transfer Agent, but upon payment of any tax
or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as
the Registrar or the relevant Transfer Agent may require).
(d)
Closed Periods: No Bondholder may require the transfer of a Bond to be registered (i) during the period

of 15 days ending on (and including) the due date for redemption of that Bond, or (ii) during the period
of seven days ending on (and including) any Record Date.
3
Status of Bonds
The full faith and credit of the Central People's Government of the People's Republic of China (the "Central
People's Government") is pledged for the due and punctual payment of the Bonds and for the due and timely
performance of all obligations of the Central People's Government with respect thereto.
The Bonds are the direct, unconditional and unsecured obligations of the Central People's Government and rank
and will rank pari passu, without preference among themselves, with all other unsecured Public Indebtedness
of the Central People's Government, from time to time outstanding, provided further, that the Central People's
Government shall have no obligation to effect equal or rateable payment(s) at any time with respect to any such
other Public Indebtedness and, in particular, shall have no obligation to pay other Public Indebtedness at the
same time or as a condition of paying sums due on the Bonds and vice versa.
In this Condition:
(a)
"Public Indebtedness" means Indebtedness represented or evidenced by notes, bonds or other similar

instruments of the kind customarily offered in the public securities markets and of the kind customarily
subject to listing and trading on securities exchanges (without regard, however, to whether or not the
instruments are offered through public distributions or in private placements); and
(b)
"Indebtedness" means any indebtedness for money borrowed or any guarantee of indebtedness for

money borrowed which, in either case: (i) has an original maturity in excess of one year; and (ii) is
backed by the full faith and credit of the Central People's Government and shall not include the

5



borrowings of any state-owned corporation or in the name of any agency or instrumentality of the
People's Republic of China (the "PRC") (whether or not such corporation, agency or instrumentality
has, under the laws of the PRC, a separate legal existence).
4
Interest
The Bonds will bear no interest. No interest payments will be made on the Bonds.
5
Redemption and Purchase
(a)
Final redemption

Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal
amount on 17 November 2024 (the "Maturity Date").
(b)
Purchases

The Ministry of Finance may at any time purchase the Bonds in the open market or through designated
lawful institutions at any price. Any Certificates representing the Bonds purchased pursuant to this
Condition 5(b) may be held, reissued, resold or surrendered to the Fiscal Agent for cancellation. Without
limiting the provisions of paragraph (i) (Bonds controlled by the Ministry of Finance) of Condition 8,
the Bonds so purchased, while held by or on behalf of the Ministry of Finance, shall not entitle the holder
to vote at any meetings of the Bondholders and shall not be deemed to be outstanding for the purposes
of determining quorums at meetings of the Bondholders or for the purposes of Condition 8.
6
Payments
(a)
Method of Payment

(i)
Payments of principal shall be made (subject to surrender of the relevant Certificates at the

specified office of any Transfer Agent or of the Registrar if no further payment falls to be made
in respect of the Bonds represented by such Certificates) in the manner provided in paragraph (ii)
below.
(ii)
Payments shall be made by euro cheque drawn on a bank that has access to 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 (the "TARGET System") and
mailed to the holder (or to the first named of joint holders) of such Bond at its address appearing
in the Register, or at the option of the Bondholders by transfer to a euro account maintained by
or on behalf of the payee with a bank that has access to the TARGET System.
(iii)
If the amount of principal being paid upon surrender of the relevant Certificate is less than the

outstanding principal amount of such Certificate, the Registrar will annotate the Register with the
amount of principal so paid and will (if so requested by the Ministry of Finance or a Bondholder)
issue a new Certificate with a principal amount equal to the remaining unpaid outstanding
principal amount.
(b)
Payments subject to laws

All payments in respect of the Bonds are subject in all cases to any applicable fiscal or other laws,
regulations and directives in the place of payment, but without prejudice to the provisions of Condition
7. No commissions or expenses shall be charged to the Bondholders in respect of such payments.
(c)
Payment Initiation


6


Document Outline