Obligation Bank of China (Luxembourg Branch) 0.125% ( XS2099704731 ) en EUR

Bank of China (Luxembourg Branch)

99.667 % ⇌

Chine

XS2099704731 ( en EUR )

0.125% par an ( paiement annuel )

16/01/2023 - Obligation échue

Prospectus brochure de l'obligation Bank of China (Luxembourg Branch) XS2099704731 en EUR 0.125%, échue

L'Obligation émise par Bank of China (Luxembourg Branch) ( Chine ) , en EUR, avec le code ISIN XS2099704731, paye un coupon de 0.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/01/2023

BANK OF CHINA (LUXEMBOURG) S.A.
(incorporated with limited liability under the laws of Luxembourg)
Issue of EUR 800,000,000 0.125 per cent. Notes due 2023
Guaranteed by Bank of China Limited, Luxembourg Branch
under the
U.S.$40,000,000,000 Medium Term Note Programme of Bank of China Limited
______________
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 EUR 800,000,000 0.125 per cent. Notes due 2023 (the "Notes") to be issued by
Bank of China (Luxembourg) S.A. (the "Issuer") and unconditionally and irrevocably guaranteed by Bank of China Limited, Luxembourg Branch (the
"Guarantor") on 16 January 2020 under the Programme. The Offering Circular in respect of the Programme dated 4 April 2019 (the "Principal Offering
Circular") as supplemented by the supplemental offering circular dated 8 October 2019 (the "Supplement") and the second supplemental offering circular
dated 8 October 2019 (the "Second Supplement", and together with the Principal Offering Circular and the Supplement, 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 Enterprise Borrowing Foreign Debt Registration Certificate of [2019] ((
[[2019]51 ])) issued by the NDRC General Office on 24 January 2019 (the "NDRC Approval"), 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 NDRC Approval.
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 dated16 July 2019 on prospectuses for securities (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 2014/65/EU of 15 May 2014. 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 Regulation (EU) 2017/1129 (the "Prospectus Regulation"). 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 Regulation and 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 and the Guarantor accept responsibility for the information contained in the Offering Circular and these Listing Particulars. To the best of
the knowledge of the Issuer and the Guarantor (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 2016, 31 December 2017 and 2018 and the six
months ended 30 June 2018 and 2019 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 for the years ended 31 December
2017, 31 December 2018, the six months ended 30 June 2018, and the unaudited but reviewed consolidated financial statements for the six months ended 30
June 2019 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&P is 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 SA/NV 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.
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 or the Guarantor to fulfil their respective 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.
Managers
Bank of China
Bank of China (Hong Kong)
BOC International
Crédit Agricole CIB
BNP PARIBAS
Commerzbank
ING
DZ BANK AG
The date of these Listing Particulars is 15 January 2020.

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.
Each of the Bank, the Issuer and the Guarantor 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 Guarantor,
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 Guarantor, 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 Guarantor, 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 Guarantor, 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, the
Guarantor, the Bank, Bank of China (Hong Kong) Limited, BOCI Asia Limited, Crédit Agricole Corporate and
Investment Bank, BNP Paribas, Commerzbank Aktiengesellschaft, ING Bank N.V., Singapore Branch and DZ
BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main (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, the Guarantor and the Managers to inform themselves about and to observe any
such restrictions. None of the Issuer, the Guarantor, 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 Guarantor, 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.

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, Singapore and Italy, 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 the LuxSE is not to be taken as an indication of the merits of the Issuer, the Guarantor, the
Bank, the Group or the Notes. In making an investment decision, investors must rely on their own examination of
the Issuer, the Guarantor, 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 Guarantor, 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 Guarantor, 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, the Guarantor, the Bank or the Group
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 Guarantor, 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 Guarantor, the Bank and the Group.

In connection with the issue of the Notes, any of the Managers appointed and acting in its capacity as
stabilisation manager in the Pricing Supplement (the "Stabilisation Manager(s)") (or persons acting on
behalf of any Stabilisation 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 Stabilisation Manager(s) (or persons acting on behalf of a Stabilisation Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of 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 or any director, officer, employee, agent or affiliate of any such
person 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 Guarantor, the Notes or the issue and offering of the Notes. The Managers, the
Trustee and each Agent and any director, officer, employee, agent or affiliate of any such person 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 Guarantor, the Bank, 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 Guarantor, 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 Guarantor, 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 their directors, officers, employees, agents or affiliates of any such person.

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 7
PRICING SUPPLEMENT .............................................................................................................................. 8
OTHER INFORMATION ........................................................................................................................... S-1
ANNEX A ................................................................................................................................................... S-3
ANNEX A-I - THE OFFERING CIRCULAR IN RESPECT OF THE PROGRAMME DATED 4 APRIL
2019 ........................................................................................................................................................ 4
ANNEX A-II - THE SUPPLEMENT DATED 8 OCTOBER 2019 ................................................................ 5
ANNEX A-III - THE SECOND SUPPLEMENT DATED 8 OCTOBER 2019.............................................. 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, 9 and 10 thereto relating to the summary of the financial statements in the Offering Circular
and the pages 1, 2, 3 and 4 thereto relating to the summary of the financial statements in the Supplement. 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.

PRICING SUPPLEMENT

This document is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and in the Securities
and Futures Ordinance (Cap. 571) of Hong Kong) (together, "Professional Investors") only. Investors should not
purchase the Notes in the primary or secondary markets unless they are Professional Investors and understand
the risks involved. The Notes are only suitable for Professional Investors.
The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the
prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document
to Professional Investors only have been reproduced in this document. Listing of the Programme and the Notes
on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit
quality of the Programme, the Notes, the Issuer, the Guarantor or the quality of disclosure in this document.
Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents
of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
document.
This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Issuer and the
Guarantor. The Issuer and the Guarantor each accepts full responsibility for the accuracy of the information
contained in this document and confirms, having made all reasonable enquiries, that to the best of its knowledge and
belief there are no other facts the omission of which would make any statement herein misleading.
Singapore Securities and Futures Act Product Classification Solely for the purposes of its obligations pursuant to
sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the Issuer
has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are
"prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) 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).
MiFID II product governance / Professional investors and ECPs only target market Solely for the purposes of the
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 manufacturer's target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate
distribution channels.

PRICING SUPPLEMENT
Pricing Supplement dated 9 January 2020
Bank of China (Luxembourg) S.A.
(incorporated with limited liability under
the laws of Luxembourg)
Issue of EUR800,000,000 0.125 per cent. Notes due 2023
under the U.S.$40,000,000,000 Medium Term Note Programme of Bank of China Limited

The document constitutes the Pricing Supplement relating to the issue of Notes described herein.
0034778-0001139 HK:28463420.13
3

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the offering circular dated 4 April 2019 as supplemented by the supplemental
offering circular dated 8 October 2019 and the second supplemental offering circular dated 8 October 2019
(together, the "Offering Circular"). This Pricing Supplement contains the final terms of the Notes and must
be read in conjunction with the Offering Circular as so supplemented and the additional disclosure relevant
to the Notes in Schedules thereof.

1.
(i) Issuer:
Bank of China (Luxembourg) S.A.

(a Luxembourg credit institution incorporated as a
public limited liability company (société anonyme)
under Luxembourg laws, having its registered office
at 37/39 Boulevard Prince Henri, L-1724
Luxembourg, registered with the Luxembourg
Register of Commerce and Companies under number
B-36.940)
(ii)
Guarantor:
Bank of China Limited, Luxembourg Branch
For a brief description of the Issuer and the
Guarantor, see Schedule 2 to this Pricing
Supplement.
2.
(i) Series
Number:
92
(ii)
Tranche Number:
001
3.
Specified Currency or Currencies:
Euro ("EUR")
4.
Aggregate Nominal Amount:

(i)
Series: EUR800,000,000
(ii)
Tranche: EUR800,000,000
5.
(i) Issue
Price:
99.758 per cent. of the Aggregate Nominal Amount
(ii)
Net Proceeds:
Approximately EUR797,264,000 million
6.
(i) Specified
Denominations:
EUR100,000 and integral multiples of EUR1,000 in
excess thereof.
(ii) Calculation
Amount:
EUR1,000
7.
(i) Issue
Date:
16
January
2020
(ii)
Interest Commencement Date:
Issue Date
8.
(i)
Status of the Notes:
Senior
(ii)
Status of the Guarantee of the Notes: The Guarantee of the Notes constitutes direct,
general, unconditional and unsubordinated
obligations of the Guarantor which will at all times
rank at least pari passu with all other present and
0034778-0001139 HK:28463420.13
4