Bond Stanchart PLC 4.75% ( US853254BX70 ) in USD

Stanchart PLC

93.05 % ▲

United Kingdom

US853254BX70 ( in USD )

4.75% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Standard Chartered Plc US853254BX70 en USD 4.75%, maturity Perpetual

200 000 USD

1 250 000 000 USD

853254BX7

BB- ( Non-investment grade speculative )

14/01/2026 ( In 54 days )

Standard Chartered PLC is a British multinational banking and financial services company headquartered in London, operating in Asia, Africa, and the Middle East, with a focus on emerging markets.

The Bond issued by Stanchart PLC ( United Kingdom ) , in USD, with the ISIN code US853254BX70, pays a coupon of 4.75% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Stanchart PLC ( United Kingdom ) , in USD, with the ISIN code US853254BX70, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

IMPORTANT NOTICE
IMPORTANT: You must read the following before continuing. The following applies to the attached offering circular (the "Offering
Circular") and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering
Circular. In reading, accessing or making any other use of the Offering Circular you agree to be bound by the following terms and
conditions, including any modifications to them from time to time, each time you receive or access any information from Standard
Chartered PLC (the "Issuer"), Standard Chartered Bank (the "Structuring Adviser") and each of the other Joint Lead Managers listed
on page 3 of the Offering Circular (the "Joint Lead Managers") (the Joint Lead Managers and the Structuring Adviser each a
"Manager" and, together with any Co-Managers also listed on page 3 of the Offering Circular (the "Co-Managers"), the "Managers")
and you agree that each of the Issuer and the Joint Lead Managers (together with their subsidiaries and their respective affiliates) will
rely upon the truth and accuracy of the following representations, acknowledgements and agreements. IF YOU DO NOT AGREE TO
THE TERMS DESCRIBED IN THIS NOTICE, YOU MAY NOT OPEN THE ATTACHED OFFERING CIRCULAR. The Offering Circular
has been prepared solely in connection with the proposed offering to certain institutional investors of the securities described herein.
This document is subject to completion and amendment.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE ISSUED HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE U.S. OR OTHER
JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S")), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS.
THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY
NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE
OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Application will be made to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") for the listing of, and
permission to deal in, the Securities as a debt issue to professional investors (as defined in Chapter 37 of the Rules Governing the
Listing of Securities on the Hong Kong Stock Exchange) ("Professional Investors") only on the Hong Kong Stock Exchange. The
Offering Circular is for distribution to Professional Investors only. Notice to Hong Kong investors: The Issuer confirms that the
Securities are intended for purchase by Professional Investors only and will be listed on the Hong Kong Stock Exchange on that basis.
Accordingly, the Issuer confirms that the Securities are not appropriate as an investment for retail investors in Hong Kong. Investors
should carefully consider the risks involved.
Prospective investors should have regard to the factors described under the section of the Offering Circular headed "Risk
Factors", which includes the risk that the Securities may be converted into Ordinary Shares of the Issuer and/or may be
subject to statutory write-down or bail-in which may result in loss absorption by investors.
The Offering Circular is not and must not be made available to any connected person (as defined in the Rules Governing the Listing of
Securities on the Hong Kong Stock Exchange) of the Issuer. The Offering Circular is not and must not be made available to retail
clients, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares)
Instrument 2015 (as amended or replaced from time to time). See the section headed "Restrictions on marketing and sales to retail
investors and to connected persons of the Issuer; disclosure of investor information" on page 5 of the Offering Circular for further
information.
Confirmation of your representation: In order to be eligible to view the Offering Circular or make an investment decision with
respect to the Securities, you must be (i) a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act), or (ii) a
person that is not a U.S. person (as defined in Regulation S) and that is outside the United States and not acting for the account or
benefit of a U.S. person. By accepting the e-mail and accessing the Offering Circular, you shall be deemed to have represented to us
that you are either a qualified institutional buyer or are outside the United States and are not a U.S. person and are not acting for the
account or benefit of a U.S. person and that you consent to delivery of the Offering Circular by electronic transmission. You have been
sent the Offering Circular on the basis that a) you are a person by whom the Offering Circular may be lawfully accessed in accordance
with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering Circular to
any other person, and b) you consent to delivery of the Offering Circular in electronic form.
Under no circumstances shall the Offering Circular constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of the securities being offered, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the
Offering Circular who intend to subscribe for or purchase the Securities referred to in the Offering Circular are reminded that any
subscription or purchase may only be made on the basis of the information contained (including by incorporation by reference) in the
Offering Circular as it may be amended or completed. The Offering Circular may only be provided to persons in the United Kingdom in
circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer.
The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may
be altered or changed during the process of electronic transmission and consequently neither the Issuer, any Manager nor any person
who controls any such person nor any director, officer, employee, agent or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy
version available to you on request from any Manager.
The Offering Circular and any other materials relating to the offering do not constitute, and may not be used in connection
with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that
the offering be made by a licenced broker or dealer and the Managers or any affiliate of any Manager is a licenced broker or
dealer in that jurisdiction, the offering shall be deemed to be made by the relevant Manager or such affiliate on behalf of the
Issuer in such jurisdiction.
NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, AS
MODIFIED OR AMENDED FROM TIME TO TIME (THE "SFA") AND THE SECURITIES AND FUTURES (CAPITAL MARKETS
PRODUCTS) REGULATIONS 2018 OF SINGAPORE (THE "CMP REGULATIONS 2018") In connection with Section 309(B) of the
SFA and the CMP Regulations 2018 the Issuer has determined, and hereby notifies all persons (including all relevant persons as
defined in Section 309A(1) of the SFA), that the Securities and the Ordinary Shares to be delivered following Conversion are
prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).

UK PRIIPs Regulation / Prohibition of Sales to UK Retail Investors The Securities are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any UK Retail Investor (as defined in the
Offering Circular). Consequently, no key information document required by the UK PRIIPs Regulation (as defined in the Offering
Circular) for offering or selling the Securities or otherwise making them available to UK Retail Investors has been prepared and
therefore offering or selling the Securities or otherwise making them available to any UK Retail Investor may be unlawful under the UK
PRIIPs Regulation.
EU PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors The Securities are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of EU MiFID
II (as defined in the Offering Circular) or (ii) a customer within the meaning of Directive (EU) 2016/97 where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document
required by the EU PRIIPs Regulation (as defined in the Offering Circular) for offering or selling the Securities or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making
them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
UK MiFIR 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 Securities has led to the conclusion that: (i)
the target market for the Securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"), and professional clients, as defined in UK MiFIR (as defined in the Offering Circular); and (ii) all channels for distribution of
the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Securities (a "distributor") should take into consideration the manufacturers' target market assessment; however,
a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its
own target market assessment in respect of the Securities (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
The Offering Circular does not constitute (i) a prospectus for the purposes of Part VI of the United Kingdom Financial Services and
Markets Act 2000 (as amended), (ii) a prospectus for the purposes of Regulation (EU) 2017/1129 as amended or superseded (the "EU
Prospectus Regulation") or (iii) a prospectus for the purposes of Regulation (EU) 2017/1129 and any regulatory or implementing
technical standards and other delegated or implementing acts adopted under that Regulation, in each case to the extent that they form
part of the domestic law of the United Kingdom ("UK") by virtue of the EUWA (as defined in the Offering Circular) (the "UK Prospectus
Regulation"). The Offering Circular has been prepared solely with regard to the Securities, which are: (i) not to be admitted to listing or
trading on any regulated market for the purposes of EU MiFID II or a UK regulated market for the purposes of Article 2(1)(13A) of
Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA; and (ii) not to be offered to the
public in a member state of the European Economic Area ("EEA") or in the UK (other than pursuant to one or more of the exemptions
set out in Article 1(4) of the EU Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation). The Offering Circular has not
been approved or reviewed by any regulator which is a competent authority under the EU Prospectus Regulation or the UK Prospectus
Regulation.

Offering Circular dated 5 January 2021

Standard Chartered PLC
(Incorporated as a public limited company in England and Wales with registered number 966425)

U.S.$1,250,000,000 Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities
ISSUE PRICE: 100 per cent.
THE ISSUER MAY AT ANY TIME AND FOR ANY REASON ELECT TO CANCEL ANY INTEREST PAYMENT (IN
WHOLE OR IN PART) IN ITS SOLE AND ABSOLUTE DISCRETION. THE SECURITIES (AS DEFINED BELOW),
WHICH ARE PERPETUAL AND SUBORDINATED, ARE BEING OFFERED TO PROFESSIONAL INVESTORS (AS
DEFINED BELOW) ONLY. INVESTING IN THE SECURITIES INVOLVES RISKS. INVESTORS SHOULD NOT
PURCHASE THE SECURITIES IN THE PRIMARY OR SECONDARY MARKETS UNLESS THEY ARE
PROFESSIONAL INVESTORS AND UNDERSTAND THE RISKS INVOLVED. THE SECURITIES ARE NOT
SUITABLE FOR RETAIL INVESTORS. INVESTORS SHOULD HAVE SUFFICIENT KNOWLEDGE AND EXPERTISE
TO EVALUATE THE EFFECT OR THE LIKELIHOOD OF THE OCCURRENCE OF A CONVERSION TRIGGER
EVENT (AS DEFINED BELOW) FOR THE SECURITIES WHICH RESULTS IN LOSS ABSORPTION BY INVESTORS.
SEE RISK FACTORS BEGINNING ON PAGE 23.
The U.S.$1,250,000,000 Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the
"Securities") are expected to be issued by Standard Chartered PLC (the "Issuer") on 14 January 2021 (the "Issue
Date").
Application will be made to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") for the
listing of, and permission to deal in, the Securities as a debt issue to professional investors (as defined in Chapter 37 of
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange) ("Professional Investors") only on
the Hong Kong Stock Exchange. This document is for distribution to Professional Investors only. Notice to Hong Kong
investors: The Issuer confirms that the Securities are intended for purchase by Professional Investors only and will be
listed on the Hong Kong Stock Exchange on that basis. Accordingly, the Issuer confirms that the Securities are not
appropriate as an investment for retail investors in Hong Kong. Investors should careful y consider the risks involved.
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 Securities on
the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of
the Issuer, the Securities or the Ordinary Shares to be issued upon any Conversion 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.
Application will also be made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the
Ordinary Shares (as defined herein) to be issued upon any Conversion (as defined herein) of the Securities.
This document includes particulars given in compliance with the HKSE Rules for the purpose of giving information with
regard to the Issuer and the Securities. The Issuer accepts ful 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.
The Securities bear interest in respect of the period (the "Initial Fixed Rate Interest Period") from (and including) the
Issue Date to (but excluding) 14 July 2031 (the "First Reset Date") at a fixed rate of 4.75 per cent. per annum (the
"Initial Fixed Interest Rate"). The Interest Rate (as defined herein) will be reset on each Reset Date (as defined
herein). From (and including) each Reset Date to (but excluding) the next following Reset Date, the Interest Rate will be
a fixed rate equal to the Treasury Yield plus the Margin. Subject as provided herein, interest on the Securities will be
payable semi-annually in arrear on 14 January and 14 July in each year (each an "Interest Payment Date")
commencing on 14 July 2021.
The Issuer may at any time elect to cancel any interest payment (in whole or in part) in its sole and absolute
discretion. In addition, the Issuer must cancel payments of interest in respect of any Interest Payment Date to
the extent that: (i) the Issuer does not have sufficient Distributable Items (as defined herein); (ii) such payment
could not be made in compliance with the Solvency Condition (as defined herein); or (iii) the Issuer is otherwise
directed to cancel such payments of interest by the Prudential Regulation Authority under section 55M of the
Financial Services and Markets Act 2000. Any interest which is so cancelled or which does not become due will
not accumulate or be payable at any time thereafter, no amount will become due from the Issuer in respect
1

thereof and any such cancellation or non-payment shall not constitute a default or event of default on the part
of the Issuer for any purpose.
The Securities are perpetual securities with no fixed redemption date, and the Securityholders (as defined
herein) have no right to require the Issuer to redeem or purchase the Securities at any time.
Subject as provided herein and to the Issuer giving notice to the Bank of England, in its capacity as Prudential
Regulation Authority (the "PRA") and the PRA granting permission (or, as applicable, not making any objection) to the
Issuer, the Issuer may redeem all but not some only of the Securities: (i) on any day falling in the period commencing on
(and including) 14 January 2031 and ending on (and including) the First Reset Date or on any Reset Date thereafter; (ii)
at any time if, as a result of a change in or amendment to the laws or regulations of the UK or any political subdivision or
any authority thereof or therein having power to tax or certain other changes affecting taxation, as described in the
Conditions (as defined herein), the Issuer has or will become obliged to pay additional amounts in respect of the
Securities, if the Issuer will or would not be entitled to claim a deduction in respect of any payments in respect of the
Securities in computing its taxation liabilities or the amount of such deduction will or would be materially reduced, or if
certain other adverse tax consequences occur in respect of the Securities; or (iii) at any time upon the occurrence of a
Capital Disqualification Event, in each case at their principal amount plus accrued interest (if any) and in the manner
described herein.
Upon the occurrence of a Conversion Trigger Event, the Securities will be converted into Ordinary Shares of
the Issuer at the Conversion Price, all as more fully described herein.
The Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold
or otherwise made available to retail clients (as defined in the rules set out in the Markets in Financial
Instruments Directive 2014/65/EU, as amended or superseded from time to time ("EU MiFID II")) or to UK Retail
Investors (as defined herein). Prospective investors are referred to the section headed "Restrictions on
marketing and sales to retail investors and to connected persons of the Issuer; disclosure of investor
information" on pages 5 to 7 of this document for further information.
The Securities are not intended to be initially placed and may not be initially placed to "connected persons" of
the Issuer as defined in the HKSE Rules ("Connected Persons"). Each initial Securityholder (and the beneficial
owners of the Securities, if applicable) will be deemed to have represented to the Issuer and the Managers that
it is not a Connected Person of the Issuer, and will not: (i) after completion of the purchase of the Securities; or
(ii) (assuming Conversion were to occur on the date of the completion of the purchase of the Securities) after
any Conversion of the Securities on such date be a Connected Person of the Issuer. Each prospective investor
will be deemed to have agreed with the Issuer and each of the Managers that they may, to the extent required
by the HKSE Rules and/or the Hong Kong Stock Exchange and/or the Hong Kong Securities and Futures
Commission (the "SFC"), disclose information about such potential investor (including but not limited to its
name, company registration number and the number of Securities allotted to it) to certain parties. Prospective
investors are referred to the section headed "Restrictions on marketing and sales to retail investors and to
connected persons of the Issuer; disclosure of investor information" on pages 5 to 7 of this document for
further information.
This document does not constitute (i) a prospectus for the purposes of Part VI of the United Kingdom Financial Services
and Markets Act 2000 (as amended), (ii) a prospectus for the purposes of Regulation (EU) 2017/1129 as amended or
superseded (the "EU Prospectus Regulation") or (iii) a prospectus for the purposes of Regulation (EU) 2017/1129 and
any regulatory or implementing technical standards and other delegated or implementing acts adopted under that
Regulation, in each case to the extent that they form part of the domestic law of the United Kingdom by virtue of the
EUWA (as defined herein) or otherwise, and as they may be amended or replaced by the laws of England and Wales
from time to time (the "UK Prospectus Regulation"). This document has been prepared solely with regard to the
Securities, which are: (i) not to be admitted to listing or trading on any regulated market for the purposes of EU MiFID II
or a United Kingdom ("UK") regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) No 600/2014 as it
forms part of the domestic law of the UK by virtue of the EUWA; and (ii) not to be offered to the public in a member state
of the European Economic Area ("EEA") or in the UK (other than pursuant to one or more of the exemptions set out in
Article 1(4) of the EU Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation). This document has not
been approved or reviewed by any regulator which is a competent authority under the EU Prospectus Regulation or the
UK Prospectus Regulation.
THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON CONVERSION OF THE
SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES).
The Securities will be represented by registered certificates (each a "Certificate"), without coupons, in the form of one
or more Restricted Global Certificates and Unrestricted Global Certificates (each a "Global Certificate"), each of which
will be deposited on or about the Issue Date with a custodian for The Depository Trust Company.
It is expected that delivery of Securities will be made against payment therefor on the Issue Date (T+7), which will be
more than two business days following the date of pricing. Under Rule 15c6-l of the U.S. Securities and Exchange
Commission under the Exchange Act, trades in the United States secondary market general y are required to settle
within two business days (T+2), unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade Securities in the United States on the date of pricing or the next four succeeding business
days will be required, by virtue of the fact that the Securities initially will settle beyond T+2, to specify an alternate
settlement cycle at the time of any such trade to prevent a failed settlement.
The Securities are expected to be rated Ba1 by Moody's Investors Service Singapore Pte. Limited ("Moody's
Singapore"), BB- by S&P Global Ratings Hong Kong Limited ("S&P") and BBB- by Fitch Ratings Ltd ("Fitch").

Prospective investors should have regard to the factors described under the section of this document headed
"Risk Factors", which includes the risk that the Securities may be converted into Ordinary Shares of the Issuer
and/or may be subject to statutory write-down or bail-in which may result in loss absorption by investors.

Structuring Adviser
Standard Chartered Bank

Joint Lead Managers
BNP PARIBAS
BofA Securities
J.P. Morgan
Standard Chartered Bank
UBS Investment Bank

Co-Managers
Bank of Communications
BMO Capital Markets
China Construction Bank (Asia)
First Abu Dhabi Bank
Natixis
QNB Capital
Rand Merchant Bank, a division of FirstRand Bank Limited (London Branch)
Santander
Scotiabank
The Bank of East Asia, Limited

IMPORTANT
If you are in any doubt about this document you should consult your stockbroker, bank manager,
solicitor, certified public accountant or other professional adviser.

This document has been prepared on the basis that any offer of Securities in any member state of the EEA
(each, a "Relevant State") or the UK wil be made pursuant to an exemption under the EU Prospectus
Regulation (as implemented in that Relevant State) and the UK Prospectus Regulation from the requirement
to publish a prospectus for offers of Securities. Accordingly any person making or intending to make an offer
in that Relevant State or in the UK of Securities may only do so in circumstances in which no obligation
arises for the Issuer or any Manager to publish a prospectus pursuant to Article 1 of the EU Prospectus
Regulation and Article 1 of the UK Prospectus Regulation (as the case may be) in relation to such offer.
Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of
Securities in circumstances in which an obligation arises for the Issuer or any Manager to publish or
supplement a prospectus for such offer.
This document is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than as
contained in this document in connection with the issue or sale of the Securities and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Managers (as defined in "Overview of the Securities" below). Neither the delivery of this document nor any
sale made in connection herewith shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer since the date hereof or that there has been no adverse change
in the financial position of the Issuer since the date hereof or that any other information supplied in
connection with the Securities is correct as of any time after the date on which it is supplied or, if different,
the date indicated in the document containing the same.
The distribution of this document and the offering or sale of the Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this document comes are required by the Issuer and the
Managers to inform themselves about and to observe any such restriction.
THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON CONVERSION
OF THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON
CONVERSION OF THE SECURITIES ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT
TO CERTAIN EXCEPTIONS, THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE
DELIVERED UPON CONVERSION OF THE SECURITIES MAY NOT BE OFFERED OR SOLD TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S")).
THE SECURITIES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES TO QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF
SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON CONVERSION OF
THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND
CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF SECURITIES AND
THE DISTRIBUTION OF THIS DOCUMENT, SEE "SUBSCRIPTION AND SALE" AND "TRANSFER
RESTRICTIONS" BELOW.
THE SECURITIES AND ANY ORDINARY SHARES WHICH MAY BE DELIVERED UPON CONVERSION
OF THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES
OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR
THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
This document does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers
to subscribe for, or purchase, the Securities.

4

To the fullest extent permitted by law, none of the Managers, the Trustee or the Paying and Conversion
Agents, the Transfer Agents and the Registrar (together, the "Agents") accept any responsibility for the
contents of this document or for any other statement made or purported to be made by the Managers, the
Trustee or the Agents or on their behalf in connection with the Issuer or the issue and offering of the
Securities. Each of the Managers, the Agents and the Trustee accordingly disclaims all and any liability
whether arising in tort or contract or otherwise which it might otherwise have in respect of this document or
any such statement. Neither this document nor any document incorporated by reference nor any other
financial statements or information supplied in connection with the Securities is intended to provide the
basis of any credit or other evaluation or should be considered as a recommendation by any of the Issuer,
the Trustee, the Agents or the Managers that any recipient of this document or any other financial
statements or information supplied in connection with the Securities or any document incorporated by
reference should purchase the Securities. Each potential purchaser of Securities should determine for itself
the relevance of the information contained in this document, in any document incorporated by reference, or
in any other financial statements or information supplied in connection with the Securities and its purchase
of Securities should be based upon such investigation as it deems necessary. None of the Managers, the
Agents or the Trustee undertake to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this document nor to advise any investor or potential investor in the
Securities of any information coming to the attention of any of the Managers.
NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF
SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE "SFA") AND THE SECURITIES
AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE (THE "CMP
REGULATIONS 2018") In connection with Section 309(B) of the SFA and the CMP Regulations 2018 the
Issuer has determined, and hereby notifies al persons (including all relevant persons as defined in Section
309A(1) of the SFA), that the Securities and the Ordinary Shares to be delivered following Conversion are
prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS AND TO CONNECTED
PERSONS OF THE ISSUER; DISCLOSURE OF INVESTOR INFORMATION
The Securities are complex financial instruments and are not a suitable or appropriate investment
for all investors. In some jurisdictions, regulatory authorities have adopted or published laws,
regulations or guidance with respect to the offer or sale of securities such as the Securities to retail
investors.
In particular, in June 2015, the UK Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the
"PI Instrument"). In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014
on key information documents for packaged and retail and insurance-based investment products
(as amended, the "EU PRIIPs Regulation") became directly applicable in all EEA member states (and
continues to apply there) and (ii) EU MiFID II was required to be implemented in EEA member states
by 3 January 2018. Together, the EU PRIIPs Regulation and EU MiFID II are referred to as the "EU
Regulations". The provisions of the EU PRIIPs Regulation as it forms part of the domestic law of the
UK by virtue of the EUWA are referred to as the "UK PRIIPs Regulation", and the provisions of
Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA
are referred to as "UK MiFIR". Together, the UK PRIIPs Regulation and UK MiFIR are referred to as
the "UK Regulations".
Together, the PI Instrument, EU Regulations, and UK Regulations are together referred to as the
"Regulations".
The Regulations set out various obligations in relation to: (i) the manufacture and distribution of
financial instruments; and (ii) the offering, sale and distribution of packaged retail and insurance-
based investment products and certain contingent write down or convertible securities, such as the
Securities.
Potential investors in the Securities should inform themselves of, and comply with, any applicable
laws, regulations or regulatory guidance with respect to any resale of the Securities (or any
beneficial interests therein) including the Regulations.
Restrictions on Marketing and Sales to EU Retail Investors Each of the Joint Lead Managers (or
their affiliates) are required to comply with some or all of the EU Regulations. By purchasing, or
making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities)
from the Issuer and/or any Joint Lead Manager each prospective investor represents, warrants,
agrees with and undertakes to the Issuer and each of the Joint Lead Managers that:

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1.
it is not:
(a)
a retail client (as defined in EU MiFID II); or
(b)
a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution
Directive") where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of EU MiFID II,
each referred to as an "EEA Retail Investor";
2.
whether or not it is subject to the EU Regulations, it will not:
(A)
sell or offer the Securities (or any beneficial interests therein) to retail clients (as
defined in EU MiFID II); or
(B)
communicate (including the distribution of this document) or approve any invitation
or inducement to participate in, acquire or underwrite the Securities (or any
beneficial interests therein) where that invitation or inducement is addressed to or
disseminated in such a way that it is likely to be received by a retail client (in each
case within the meaning of the EU Regulations).
In selling or offering the Securities or making or approving communications relating to the
Securities it may not rely on the limited exemptions set out in the PI Instrument; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or
sale of the Securities (or any beneficial interests therein), including (without limitation) EU
MiFID II and any other applicable laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Securities (or any
beneficial interests therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that no key information document ("KID")
under the EU PRIIPs Regulation has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the EEA may be
unlawful under the EU PRIIPs Regulation.
Restrictions on Marketing and Sales to UK Retail Investors Each of the Joint Lead Managers (or
their affiliates) are required to comply with some or all of the UK Regulations. By purchasing, or
making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities)
from the Issuer and/or any Joint Lead Manager each prospective investor represents, warrants,
agrees with and undertakes to the Issuer and each of the Managers that:
1.
it is not:
(a)
a retail client (as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of the domestic law of the UK by virtue of the EUWA); or
(b)
a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 and any rules or regulations made under the Financial Services
and Markets Act 2000 to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article
2(1) of UK MiFIR,
each referred to as a "UK Retail Investor";
2.
whether or not it is subject to the UK Regulations, it will not:
(A)
sell or offer the Securities (or any beneficial interests therein) to a UK Retail
Investor; or
(B)
communicate (including the distribution of this document) or approve any invitation
or inducement to participate in, acquire or underwrite the Securities (or any
beneficial interests therein) where that invitation or inducement is addressed to or
disseminated in such a way that it is likely to be received by a UK Retail Investor (in
each case within the meaning of the UK Regulations).
In selling or offering the Securities or making or approving communications relating to the
Securities it may not rely on the limited exemptions set out in the PI Instrument; and

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3.
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the UK) relating to the promotion, offering, distribution and/or
sale of the Securities (or any beneficial interests therein), including (without limitation) UK
MiFIR and any other applicable laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Securities (or any
beneficial interests therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(i)
the identified target market for the Securities (for the purposes of the product
governance obligations in the Product Intervention and Product Governance
Sourcebook in the FCA Handbook) is eligible counterparties and professional
clients; and
(ii)
no KID under the UK PRIIPs Regulation has been prepared and therefore offering or
selling the Securities or otherwise making them available to any retail investor in the
UK may be unlawful under the UK PRIIPs Regulation.
UK PRIIPs Regulation / Prohibition of Sales to UK Retail Investors The Securities are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any UK Retail Investor. Consequently, no key information document required by the UK PRIIPs
Regulation for offering or selling the Securities or otherwise making them available to UK Retail Investors
has been prepared and therefore offering or selling the Securities or otherwise making them available to
any UK Retail Investor may be unlawful under the UK PRIIPs Regulation.
EU PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors The Securities are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any EEA Retail Investor. Consequently, no key information document required by the EU
PRIIPs Regulation for offering or sel ing the Securities or otherwise making them available to EEA Retail
Investors has been prepared and therefore offering or selling the Securities or otherwise making them
available to any EEA Retail Investor may be unlawful under the EU PRIIPs Regulation.
UK MiFIR 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
Securities has led to the conclusion that: (i) the target market for the Securities is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of the domestic law of the
UK by virtue of the EUWA ("UK MiFIR"); and (ii) al channels for distribution of the Securities to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, sel ing or
recommending the Securities (a "distributor") should take into consideration the manufacturer's target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the
Securities (by either adopting or refining the manufacturer's target market assessment) and determining
appropriate distribution channels.
Furthermore, by purchasing, or making or accepting an offer to purchase, any Securities from the Issuer
and/or the Joint Lead Managers in connection with the offering, each initial Securityholder represents,
warrants, agrees with and undertakes to the Issuer and each of the Joint Lead Managers that it (and any
person acting on its behalf as nominee or any person on whose behalf it is acting as nominee or agent and
each of such person's respective ultimate beneficial owners): (i) is, and will after the completion of the
purchase of the Securities or (assuming Conversion were to occur on the date of the completion of the
purchase of the Securities) after any Conversion of the Securities on such date, be, independent from and
not a connected person of the Issuer including (without limitation) any director, person who was a director of
the Issuer at any time within the previous 12 months, chief executive or substantial shareholder (being any
person who is entitled to exercise or control the exercise of 10 per cent. or more of the voting power at any
general meeting of the Issuer) of the Issuer or of any of its subsidiaries or any associates of any of them; (i )
is not, and will not after the completion of the purchase of the Securities be, a person whose acquisition of
the Securities has been financed directly or indirectly by a connected person of the Issuer; and (i i) is not,
and will not after the completion of the purchase of the Securities become, accustomed to take instructions
from a connected person in relation to the acquisition, disposal, voting or other disposition of securities of
the Issuer registered in your name or otherwise held by you. For the purposes of this paragraph,

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"associates", "connected persons", "directors" and "substantial shareholders" shal have the meanings
ascribed to them in Rules 1.01 and 14A.06 of the HKSE Rules.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Securities (or any beneficial interests therein) from the Issuer and/or
the Joint Lead Managers, the foregoing representations, warranties, agreements and undertakings wil be
given by and be binding upon both the agent and its underlying client(s).
By purchasing, or making or accepting an offer to purchase, any Securities from the Issuer and/or
the Joint Lead Managers in connection with the offering, each initial Securityholder agrees with the
Issuer and each of the Joint Lead Managers that they may, to the extent required by: (i) the HKSE
Rules; (ii) The Hong Kong Stock Exchange; and/or the SFC, disclose to The Hong Kong Stock
Exchange and/or the SFC and (in the case of the Joint Lead Managers only) to the Issuer,
information about potential investors in the Securities (including, but not limited to, its name,
company registration number and number of Securities allotted to it).
Each prospective investor and/or initial Securityholder acknowledges that each of the Issuer and
each Joint Lead Manager will rely upon the truth and accuracy of the representations, warranties,
agreements and undertakings set forth in the foregoing paragraphs and is entitled to rely upon such
representations, warranties, agreements and undertakings.
Each potential investor in the Securities must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the
merits and risks of investing in the Securities and the information contained or incorporated by
reference in this document or any applicable supplement;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Securities and the impact such investment wil have
on its overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Securities, including where the currency for principal or interest payments is different from the
potential investor's currency, and the possibility that interest may not be paid on the Securities and/or
that the entire principal amount of the Securities could be lost, including following the exercise of
Regulatory Capital Write-Down Powers or the Bail-in Powers (in each case as defined herein);
·
understand thoroughly the terms of the Securities, including without limitation the terms relating to
Conversion (as defined herein), the calculation of the CET1 Ratio (as defined herein), the
determination of satisfaction of the Solvency Condition (as defined herein) and be familiar with the
behaviour of any relevant financial markets; and
·
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Securities are complex financial instruments. Investors do not generally purchase complex financial
instruments that bear a high degree of risk as stand-alone investments. Such instruments may be
purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overal portfolios. A potential investor should not invest in the Securities, which are complex
financial instruments, unless it has the expertise (either alone or with the help of a financial adviser) to
evaluate how the Securities wil perform under changing conditions, the resulting effects on the value of the
Securities and the impact this investment will have on the potential investor's overall investment portfolio.
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent: (i) the Securities are legal investments for it; (i ) the Securities can be used as
collateral for various types of borrowing; and (i i) other restrictions apply to its purchase or pledge of the
Securities. Financial institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of the Securities under any applicable risk-based capital or similar
rules. See also "Risk Factors - Risks relating to the structure of the Securities - Implementation of and/or
changes to the capital adequacy framework may result in changes to the risk-weighting of the Securities
and/or loss absorption by Securityholders in certain circumstances" below.
In this document, unless otherwise specified or the context otherwise requires, references to "HK$" and
"Hong Kong dollars" are to the lawful currency of Hong Kong, to "U.S.$", "U.S. Dollars" and "cents" are to
the lawful currency of the United States of America, to "Chinese yuan", "Renminbi" and "RMB" are to the

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