Obligation Bank of China (Luxembourg Branch) 0% ( XS2332559470 ) en EUR

Bank of China (Luxembourg Branch)

95.01 % ⇌

Chine

XS2332559470 ( en EUR )

27/04/2024 - Obligation échue

Prospectus brochure de l'obligation Bank of China (Luxembourg Branch) XS2332559470 en EUR 0%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par Bank of China (Luxembourg Branch) ( Chine ) , en EUR, avec le code ISIN XS2332559470, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/04/2024

LISTING PARTICULARS
BANK OF CHINA LIMITED
(a joint stock company incorporated in the People's Republic of China with limited liability)
U.S.$500,000,000 1.40 per cent Notes due 2026
EUR500,000,000 0.00 per cent Notes due 2024
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 U.S.$500,000,000 1.40 per cent Notes due 2026 (the "USD Notes")
EUR500,000,000 0.00 per cent Notes due 2024 (the "EUR Notes" and together with the USD Notes, the "Notes") issued by Bank of China Limited,
Luxembourg Branch (the "Issuer") on 28 April 2021 under the Programme. The Offering Circular in respect of the Programme dated 12 April 2021 (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 2021 ((
[2021]242 )) issued by the NDRC General Office on 24 March 2021 (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") to list the Notes on the official list of the Luxembourg Stock Exchange (the
"Official List") and for the Notes to be admitted to trading on the Professional Segment of the Euro MTF Market of the Luxembourg Stock Exchange (the
"Euro MTF Market"). These Listing Particulars constitute a prospectus for the purposes of Part IV of the Luxembourg law on prospectuses for securities
dated 16 July 2019 (the "Prospectus Law") and the rules and regulations of the LuxSE (the "LuxSE Rules"). The Euro MTF market is not a regulated market
for the purposes of Directive 2014/65/EU (as amended, "MiFID II") of the European Parliament and of the Council on markets in financial instruments. 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 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 2018, 2019 and 2020 included in the sections
"Capitalisation and Indebtedness", "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&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 any time by the assigning rating agency.
Each of USD Notes and EUR Notes is issued in registered form and 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.
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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 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) 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
Bank of China
Bank of China
BOCI Asia Limited
Credit Agricole
Citigroup Global
China
Limited,
(Hong Kong)
Corporate and
Markets Limited
Limited
Singapore
Limited
Investment Bank
Branch
Agricultur
Bank of
BNP Paribas
Commerzbank
Merrill Lynch (Asia
DBS Bank Ltd.
al Bank of
Communications
Aktiengesellschaft
Pacific) Limited
China
Co., Ltd. Hong
Limited,
Kong Branch
Hong Kong
Branch
Skandinavi
ska
Enskilda
Banken AB
(Publ)
The date of these Listing Particulars is 27 May 2021.
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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.
UK MiFIR product governance/target market The Pricing Supplement in respect of any Notes may include a
legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MIFIR Product Governance Rules.
The Bank (as to itself and the Group) and the Issuer (as to itself) having made all reasonable enquiries confirms that
to its best knowledge and belief (i) these Listing Particulars contain 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 Issuer and 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 Limited, Singapore Branch, Bank of China (Hong Kong) Limited, BOCI Asia Limited, Crédit
Agricole Corporate and Investment Bank, Citigroup Global Markets Limited, Agricultural Bank of China Limited
Hong Kong Branch, Bank of Communications Co., Ltd. Hong Kong Branch, BNP Paribas, Commerzbank
Aktiengesellschaft, Merrill Lynch (Asia Pacific) Limited, DBS Bank Ltd. and Skandinaviska Enskilda Banken AB
(publ) (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.
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The Notes are 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 (each a "Pricing Supplement").
The offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose
possession these Listing Particulars come are required by the Issuer and the Managers to inform themselves about
and to observe any such restrictions. None of the Issuer, the Bank and the Managers represents 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 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 in any jurisdiction where action for such purposes is required. Accordingly, no Notes may be offered or
sold, directly or indirectly, no 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 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
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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.
In connection with the issue of the Notes, any of the Managers appointed and acting in its capacity as
stabilising manager in the relevant 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
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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.
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TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 8
PRICING SUPPLEMENT FOR USD NOTES .................................................................................................. 9
PRICING SUPPLEMENT FOR EUR NOTES .................................................................................................10
OTHER INFORMATION ................................................................................................................................. 11
ANNEX A .........................................................................................................................................................12
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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 to 10 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 55, Boulevard Royal, L-2449, 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.
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PRICING SUPPLEMENT FOR USD NOTES
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PRICING SUPPLEMENT
Pricing Supplement dated 21 April 2021
Bank of China Limited, Luxembourg Branch
Issue of U.S.$500,000,000 1.40 per cent. Notes due 2026
under the U.S.$40,000,000,000 Medium Term Note Programme
The document constitutes the Pricing Supplement relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions)
set forth in the offering circular dated 12 April 2021 (the Offering Circular). This Pricing Supplement contains
the final terms of the Notes and must be read in conjunction with the Offering Circular as so supplemented and
the additional disclosure relevant to the Notes in Schedules hereof.
1.
Issuer:
Bank of China Limited, Luxembourg Branch
For a brief description of the Issuer, see Schedule
1 to this Pricing Supplement
2.
(i)
Series Number:
108
(ii)
Tranche Number:
001
3.
Specified Currency or Currencies:
United States Dollars (U.S.$)
4.
Aggregate Nominal Amount:
U.S.$500,000,000
(i)
Series:
U.S.$500,000,000
(ii)
Tranche:
U.S.$500,000,000
5.
(i)
Issue Price:
99.740 per cent. of the Aggregate Nominal
Amount
(ii)
Net Proceeds:
Approximately U.S.$ 498,300,000
6.
(i)
Specified Denominations:
U.S.$200,000
and
integral
multiples
of
U.S.$1,000 in excess thereof
(ii)
Calculation Amount:
U.S.$1,000
7.
(i)
Issue Date:
28 April 2021
(ii)
Interest Commencement Date:
Issue Date
8.
Status of the Notes:
Senior
0033039-0000151 SNO1: 2001750279.16
4