Obligation Bank of China (Luxembourg Branch) 0% ( XS1804840517 ) en EUR

Bank of China (Luxembourg Branch)

100.002 % ▲

Chine

XS1804840517 ( en EUR )

17/04/2021 - Obligation échue

Prospectus brochure de l'obligation Bank of China (Luxembourg Branch) XS1804840517 en EUR 0%, échue

100 000 EUR

700 000 000 EUR

L'Obligation émise par Bank of China (Luxembourg Branch) ( Chine ) , en EUR, avec le code ISIN XS1804840517, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 17/04/2021

BANK OF CHINA LIMITED

(a joint stock company incorporated in the People's Republic of China with limited liability)

EUR700,000,000 Floating Rate Notes due 2021
issued under the
U.S.$40,000,000,000 Medium Term Note Programme
______________
These Listing Particulars (the "Listing Particulars") are prepared in connection with the U.S.$40,000,000,000 Medium Term Note Programme (the
"Programme") established by Bank of China Limited (the "Bank"), and the EUR700,000,000 Floating Rate Notes due 2021 (the "Notes") issued by Bank
of China Limited, Luxembourg Branch (the "Issuer") on 17 April 2018 under the Programme. The Offering Circular in respect of the Programme dated 3
April 2018 (the "Offering Circular"), is set out in Annex A hereto and forms part of these Listing Particulars. Terms defined in the Offering Circular have
the same meaning when used in these Listing Particulars.
Pursuant to the Approval by the National Development and Reform Commission ("NDRC") on the Administration of Enterprises Foreign Debt Scale of 2018
Foreign Debt Scale ( 2018 ) ( [2018] 307 ) issued by the NDRC on 9
February 2018 and a quota of foreign debt to be issued up to March 2019 (the "Quota") granted by the NDRC on 9 February 2018, the Bank is not required
to complete the pre-issuance registration in respect of the Notes with the NDRC as the Notes will be issued within the Quota.
An application has been made to the Luxembourg Stock Exchange (the "LuxSE") in its capacity as competent authority under Part IV of the Luxembourg
Law dated 10 July 2005 on prospectus for securities, as amended (the "Prospectus Law") and the rules and regulations of the LuxSE (the "LuxSE Rules")
to approve these Listing Particulars as a prospectus. An application has also been made for the Notes to be admitted to trading on the Euro MTF market, which
is a market operated by the LuxSE, and listed on the Official List of the LuxSE (the "Official List"). The Euro MTF market is not a regulated market pursuant
to the provisions of the Directive 2004/39/EC. This Prospectus comprises information about the Issuer and the Notes for the purposes of Part 2 of the LuxSE
Rules.
These Listing Particulars do not constitute a prospectus for the purposes of article 3 of Directive 2003/71/EC, as amended (the "Prospectus Directive"). This
Prospectus may only be used for the purposes for which it has been published.
The Notes may not be offered to the public or indirectly to the public unless the requirements of the Prospectus Law have been satisfied.
The LuxSE assumes no responsibility on the correctness of any of the statements made or opinions expressed or reports contained in these Listing Particulars.
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 Issuer or the
Notes. The Issuer accepts responsibility for the information contained in the Offering Circular and these Listing Particulars. To the best of the knowledge of
the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the
facts and does not omit anything likely to affect the import of such information.
The financial information and tables containing such information as at and for the years ended 31 December 2015, 31 December 2016 and 2017 included in
the sections "Capitalisation", "Description of the Bank", "Risk Management" and "Description of the Group's Assets and Liabilities" in the Offering Circular
have been derived from the audited consolidated financial statements of the Group (as defined herein).
Moody's Investor Service, Inc. ("Moody's") is expected to assign a rating of "A1" to the Notes and Fitch Ratings Ltd. ("Fitch") is expected to assign a rating
of "A" to the Notes and S&P Global Ratings ("S&P") is expected to assign a rating of "A" to the Notes. Each of Moody's, Fitch and S&Pis established in the
European Union and registered under Regulation (EC) No 1060/2009 (as amended) on credit rating agencies. A rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, reduction, revision or withdrawal at anytime by the assigning rating agency.
The Notes will be issued in registered form and will be represented by a global certificate in registered form without interest coupons registered in the name
of a nominee of, and deposited with a common depositary for, Euroclear Bank S.A./N.V. and Clearstream Banking, S.A.
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 the information contained in these Listing Particulars and the merits and risks of investing in the Notes in the context of their
financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in the Notes.

S-1

Investors should not purchase the Notes unless they understand and are able to bear risks associated with the Notes. The principal risk factors that may affect
the ability of the Issuer to fulfil its obligations in respect of the Notes are discussed under "Risk Factors" in the Offering Circular.
The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. Subject to certain exceptions, the
Notes may not be offered or sold within the United States or to, or for the account of or benefit of, U.S. Persons. Accordingly, the Notes are being offered only
outside the United States to non-U.S. person in offshore transactions in reliance on Regulation S under the Securities Act. See "Subscription and Sale" in the
Offering Circular.
Application has been made to the Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") for the listing of the Programme by way of debt
issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and in the
Securities and Futures Ordinance (Cap. 571) of Hong Kong only.
The documents incorporated by reference in these Listing Particulars will be published on the website of the LuxSE (www.bourse.lu). For the avoidance of
doubt, the content of the websites included in these Listing Particulars are for information purposes only and does not form part of these Listing Particulars.

______________
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Bank of China
Citigroup
Commerzbank
Credit Agricole CIB
ING

Joint Bookrunners and Joint Lead Managers
Bank of China
Citigroup
Commerzbank
Credit Agricole CIB
ING

The date of these Listing Particulars is 17 April 2018.

S-2

MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect 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 and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate
distribution channels. The Bank and the Issuer having made all reasonable enquiries confirms that to its best
knowledge and belief (i) these Listing Particulars contains all information with respect to the Issuer, the Bank and its
subsidiaries taken as a whole (the "Group") and the Notes which is material in the context of the issue and offering
of the Notes; (ii) the statements contained herein relating to the Issuer, the Bank, the Group and the Notes are in
every material respect true and accurate and not misleading and there are no other facts in relation to the Issuer, the
Bank, the Group or the Notes, the omission of which would, in the context of the issue and offering of the Notes,
make any statement in these Listing Particulars misleading in any material respect; (iii) the statements of intention,
opinion and belief or expectation contained in these Listing Particulars with regard to the Issuer, the Bank and the
Group are honestly and reasonably made or held, have been reached after considering all relevant circumstances;
and (iv) all reasonable enquiries have been made by the Bank to ascertain such facts and to verify the accuracy of all
such information and statements.
Certain facts and statistics in the Offering Circular relating to the People's Republic of China (the "PRC"), its
economy and its banking industry have been extracted from third party sources. The Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information
published by such third parties, no facts have been omitted which would render the reproduced information inaccurate
or misleading. Such information however has not been independently verified by the Issuer, Bank of China Limited,
Bank of China (Hong Kong) Limited, BOCI Asia Limited, Citigroup Global Markets Limited, Commerzbank
Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank and ING Bank N.V., Singapore Branch (together,
the "Managers"), the Trustee or the Principal Paying Agent, the Paying Agent, the Registrar, the Transfer Agent
(together, the "Agents") or any of their respective directors, employees, representatives, affiliates or advisers and,
therefore, none of them makes any representation as to the accuracy of such facts and statistics or information, which
may not be consistent with other information compiled within or outside the PRC and may not be complete or up-
to-date.
The Notes will be issued on the terms set out in the Offering Circular under "Terms and Conditions of the Notes" as
amended and/or supplemented by the pricing supplement of the Notes set out herein (the "Pricing Supplement").
The distribution of these Listing Particulars and any Pricing Supplement and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession these Listing Particulars comes
are required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. None
of the Issuer, the Bank or the Managers represents that these Listing Particulars 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 such jurisdiction, or pursuant to an exemption available thereunder, or assumes any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer,
the Bank or the Managers, which would permit a public offering of any Notes or distribution of these Listing
Particulars or any Pricing Supplement in any jurisdiction where action for such purposes is required. Accordingly,
no Notes may be offered or sold, directly or indirectly, and none of these Listing Particulars, any Pricing Supplement
or any advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations.

S-3

There are restrictions on the offer and sale of the Notes and the circulation of documents relating thereto, in certain
jurisdictions including, but not limited to, the United States of America, the European Economic Area, the
Netherlands, the United Kingdom, the PRC, Hong Kong, Japan and Singapore, and to persons connected therewith.
If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Managers or any affiliate of
the Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the
Managers or such affiliate on behalf of the Issuer in such jurisdiction.
The Notes may be offered or sold outside the United States to non-U.S. persons in offshore transactions in
reliance on Regulation S.
For a description of certain restrictions on offers, sales and transfers of Notes and on the distribution of these
Listing Particulars, see "Subscription and Sale" in the Offering Circular.
These Listing Particulars is to be read in conjunction with all documents, which are deemed to be incorporated in the
Offering Circular by reference (see "Information Incorporated by Reference" in the Offering Circular. These Listing
Particulars shall be read and construed on the basis that such documents are incorporated and form part of these
Listing Particulars. Hyperlinks included in these Listing Particulars, or included in any documents incorporated by
reference into these Listing Particulars, and the websites and their content are not incorporated into, and do not form
part of, these Listing Particulars.
Listing of the Notes on LuxSE is not to be taken as an indication of the merits of the Issuer, the Bank, the Group or
the Notes. In making an investment decision, investors must rely on their own examination of the Issuer, the Bank,
the Group and the terms of the offering, including the merits and risks involved. See "Risk Factors" in the Offering
Circular for a discussion of certain factors to be considered in connection with an investment in the Notes. The risks
and investment considerations identified in the Offering Circular are provided as general information only. Investors
should consult their own financial and legal advisers as to the risks and investment considerations arising from an
investment in the Notes and should possess the appropriate resources to analyse such investment and the suitability
of such investment in their particular circumstances.
No person has been authorised by the Issuer, the Bank or the Managers to give any information or to make any
representation not contained in or not consistent with these Listing Particulars or any other document entered into in
relation to the Programme and the sale of Notes and, if given or made, such information or representation should not
be relied upon as having been authorised by the Issuer, the Bank or any Manager.
Neither the delivery of these Listing Particulars or any Pricing Supplement nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in these Listing Particulars is
true subsequent to the date hereof or the date upon which these Listing Particulars has been most recently amended
or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the prospects or financial or trading position of the Issuer since the date thereof or, if later, the date upon
which these Listing Particulars has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or,
if different, the date indicated in the document containing the same.
Neither these Listing Particulars nor any Pricing Supplement constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Bank, the Managers, the
Trustee, the Agents or any director, officer, employee, advisor, representative, agent or affiliate of any such person
or any of them that any recipient of these Listing Particulars or any Pricing Supplement should subscribe for or
purchase any Notes. Each recipient of these Listing Particulars or any Pricing Supplement shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer, the Bank and the
Group.

S-4

In connection with the issue of the Notes, any of the Managers appointed and acting in its capacity as
stabilising manager in the Pricing Supplement (the "Stabilising Manager(s)") (or persons acting on behalf of
any Stabilising Manager(s)) in the applicable Pricing Supplement may, to the extent permitted by applicable
laws and rules, over allot the 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
Stabilising Manager(s) (or persons acting on behalf of a Stabilising 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 Notes is made and, if begun, may be ended at any time, but it must end no later than
the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes.
None of the Managers, the Trustee or any Agents has separately verified the information contained in these Listing
Particulars. To the fullest extent permitted by law, none of the Managers, the Trustee or any Agent or any director,
officer, employee, agent or affiliate of any such person makes any representation, warranty or undertaking, express
or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in
these Listing Particulars. To the fullest extent permitted by law, none of the Managers, the Trustee or any Agent or
any director, officer, employee, advisor, representative, agent or affiliate of any such person accepts any responsibility
for the contents of these Listing Particulars or for any other statement made or purported to be made by the Managers,
the Trustee, any Agent, or any director, officer, employee, advisor, representative, agent or affiliate of any such person
or on its behalf in connection with the Issuer, the Notes or the issue and offering of the Notes. The Managers, the
Trustee and each Agent accordingly disclaim all and any liability whether arising in tort or contract or otherwise
(save as referred to above) which it might otherwise have in respect of these Listing Particulars or any such statement.
These Listing Particulars do not describe all of the risks and investment considerations (including those relating to
each investor's particular circumstances) of an investment in Notes of a particular issue. Each potential purchaser of
the Notes should refer to and consider carefully the relevant Pricing Supplement for each particular issue of Notes,
which may describe additional risks and investment considerations associated with such Notes. The risks and
investment considerations identified in these Listing Particulars and the applicable Pricing Supplement are provided
as general information only. Investors should consult their own financial and legal advisors as to the risks and
investment considerations arising from an investment in an issue of Notes and should possess the appropriate
resources to analyse such investment and the suitability of such investment in their particular circumstances.
Neither these Listing Particulars nor any other information provided or incorporated by reference in connection with
the Programme or the Notes are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuer, the Managers, the Trustee or the Agents or any director, officer,
employee, advisor, representative, agent or affiliate of any such person that any recipient, of these Listing Particulars
or of any such information, should purchase the Notes. Each potential purchaser of the Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer, the Bank and the Group. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in these Listing Particulars and its purchase of Notes should be based upon such investigation,
as it deems necessary. None of the Managers, the Trustee or the Agents or any director, officer, employee, advisor,
representative, agent or affiliate of any such person undertakes to review the financial condition or affairs of the
Issuer, the Bank or the Group during the life of the arrangements contemplated by these Listing Particulars nor to
advise any investor or potential investor in the Notes of any information coming to the attention of any of the
Managers, the Trustee, the Agents or any of them.

S-5

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 7
DESCRIPTION OF BANK OF CHINA LIMITED, LUXEMBOURG BRANCH ........................................... 8
PRICING SUPPLEMENT ................................................................................................................................10
TAXATION ....................................................................................................................................................... 11
SELLING RESTRICTIONS .............................................................................................................................13
OTHER INFORMATION .................................................................................................................................14
ANNEX A .........................................................................................................................................................15

S-6

DOCUMENTS INCORPORATED BY REFERENCE

These Listing Particulars is to be read in conjunction with all documents, which are deemed to be incorporated in the
Offering Circular by reference (see "Information Incorporated by Reference" in the Offering Circular) including the
pages 8 and 9 thereto relating to the summary of the financial statements. These Listing Particulars shall be read and
construed on the basis that such documents are incorporated and form part of these Listing Particulars. The
documents incorporated by reference will be published on the LuxSE website: www.bourse.lu and will be available
free of charge at the specified office of the Issuer at 37/39 Boulevard du Prince Henri, L-1724 Luxembourg and the
specified office of the Principal Paying Agent at The Bank of New York Mellon, London Branch, 40th Floor, One
Canada Square, London E14 5AL, United Kingdom.

S-7

DESCRIPTION OF BANK OF CHINA LIMITED, LUXEMBOURG BRANCH
In July 1979, the Bank established a branch office in Luxembourg. This was the first Chinese financial
institution in Luxembourg.
The Issuer is authorised and regulated by the China Banking Regulatory Commission, and its registered office
is at 37/39 Boulevard du Prince Henri L-1724. It is also authorised in Luxembourg according to article 32 of
the law of 5 April 1993 on the financial sector, as amended and is subject to the supervision of the Commission
de Surveillance du Secteur Financier (the "CSSF").
Regulated Activities
The Issuer is authorised by the CSSF to carry out the following activities in Luxembourg in respect of certain
financial instruments and categories of customers:
·
accepting deposits;
·
agreeing to carry out regulated activities;
·
arranging (bringing about) deals in investments, loans;
·
dealing in investment as agent; and
·
dealing in investment as principal.
The Issuer appears on the list of the entities authorised and supervised by the CSSF which is available on the
Luxembourg regulator's website: www.cssf.lu
Overview of the Commission de Surveillance du Secteur Financier1
The CSSF is responsible for the prudential supervision of credit institutions, professionals of the financial sector
(investment firms, specialised professionals of the financial sector ("PFS"), support PFS), management
companies, alternative investment fund managers, undertakings for collective investment, pension funds,
société d'investissement en capital à risque (SICARs), authorised securitization undertakings, fiduciary-
representatives having dealings with a securitisation undertaking, regulated markets and their operators,
multilateral trading facilities, payment institutions and electronic money institutions. It also supervises the
securities markets, including their operators.
The CSSF took over the responsibilities of the Institut Monétaire Luxembourgeois (IML) which became the
Banque centrale du Luxembourg (BcL) on 1 June 1998, as well as the responsibilities of the former
Commissariat aux Bourses. The recent institutional changes in the structure and the practice of prudential
supervision have not in any way altered the existing legal and regulatory framework.
The CSSF's prudential supervision of companies of the financial sector aims at the following:
·
promoting a considered and prudent business policy in compliance with the regulatory requirements;
·
protecting the financial stability of the supervised companies and of the financial sector as a whole;
·
supervising the quality of the organisation and internal control systems; and
·
strengthening the quality of risk management.

1 Information on the CSSF has been extracted from the website of the CSSF (www.cssf.lu).

S-8

The CSSF examines all applications made by undertakings or persons seeking to carry out a financial activity
in the Grand Duchy of Luxembourg and requiring the authorisation of the Minister responsible for the CSSF.
The CSSF acts solely in the public interest, ensures that the laws and regulations on the financial sector are
enforced and observed and that international agreements and European Directives in the fields under its
responsibility are implemented.
The CSSF is empowered to require any useful information to fulfil its missions from companies under its
supervision.
The CSSF, as per its founding Law, participates on a Community and international level in negotiations relating
to the financial sector and coordinates the implementation of governmental initiatives and measures to bring
about an orderly expansion of activities of the financial sector.

S-9

PRICING SUPPLEMENT

S-10