Obbligazione KFWB 2.7% ( XS2322827382 ) in CNY

KFWB

100 CNY ▼

Germania

XS2322827382 ( in CNY )

2.7% per anno ( pagato 1 volta l'anno)

25/03/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione KFW XS2322827382 in CNY 2.7%, scaduta

1 000 000 CNY

1 250 000 000 CNY

La KfW, Kreditanstalt für Wiederaufbau, è una banca pubblica tedesca che fornisce finanziamenti per progetti di sviluppo in Germania e all'estero.

The Obbligazione issued by KFWB ( Germany ) , in CNY, with the ISIN code XS2322827382, pays a coupon of 2.7% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 25/03/2024

March 23, 2021
Final Terms

CNY 1,250,000,000 2.70 per cent. Notes due March 25, 2024 (Green Bond) (the "Notes")

Tranche 1

issued under the
KfW Note Programme
dated June 19, 2020
of
KfW

Issue Price: 100.00 per cent.
Issue Date: March 25, 2021

These Final Terms are issued to give details of an issue of Notes under the KfW Note Programme of KfW (the
"Programme") dated June 19, 2020.
The Integrated Conditions applicable to the Notes (the "Conditions") and the German or English language
translation thereof, if any, are attached to these Final Terms. The Conditions shall take precedence over any
conflicting term set forth in these Final Terms.
Capitalised terms not otherwise defined herein shall have the meanings specified in the Conditions.
All references in these Final Terms to numbered sections and subparagraphs are to sections and subparagraphs of
the Conditions.

Form of Conditions
Long-Form
Integrated

Language of Conditions
German only
English only
English and German (English controlling)
German and English (German controlling)

CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS (§ 1)

Currency and Denomination

Specified Currency
Chinese Renminbi ("CNY")

Aggregate Principal Amount
CNY 1,250,000,000

Specified Denomination
CNY 1,000,000

Form
Permanent Global Note
No
Temporary Global Note exchangeable for Permanent Global Note
(TEFRA D)
Yes
manual signing of Global Note(s)
Yes
New Global Note
Yes

Certain Definitions
Clearing System
Clearstream Banking AG, Frankfurt am Main (CBF)
Clearstream Banking, S.A., Luxembourg (CBL)
Euroclear Bank SA/NV (Euroclear)
Other (specify)

Business Day
TARGET
Other (specify all relevant financial centres)
Hong Kong and New York

INTEREST (§ 3)
Fixed Rate Notes

Rate of Interest and Interest Payment Dates

Rate of Interest
2.70 per cent. per annum

Interest Commencement Date
March 25, 2021

Fixed Interest Date(s)
March 25 in each year

First Interest Payment Date
March 25, 2022

Deemed Interest Payment Date(s)
Not applicable

Initial Broken Amount (for the Aggregate Principal Amount)
Not applicable

First interest-free period
Not applicable

Fixed Interest Date preceding the Maturity Date
Not applicable

Final Broken Amount (for the Aggregate Principal Amount)
Not applicable

Day Count Fraction
Actual/Actual (ISDA)
Actual/Actual (ICMA)
Actual/365 (Fixed)
Actual/365 (Sterling)
Actual/360
30/360 or 360/360 or Bond Basis
30E/360 or Eurobond Basis

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REDEMPTION (§ 4)

Final Redemption
Notes other than Instalment Notes

Maturity Date
March 25, 2024

Final Redemption Amount

Aggregate Principal Amount

Other Final Redemption Amount

Instalment Notes
Instalment Date(s)
Not applicable
Instalment Amount(s)
Not applicable

Early Redemption
Not applicable

PAYMENTS (§ 5)

Payment Business Day

Business Day Convention

Modified Following Business Day Convention

FRN Convention (specify period(s))

Following Business Day Convention

Preceding Business Day Convention

Adjustment of interest
Yes

Relevant Financial Centres (specify all)
Hong Kong and New York

TARGET
Yes
§ 5(2) of the Terms and Conditions of the Notes will be replaced in its entirety by the following text:
"(2) Manner of Payment: Subject to applicable laws and regulations, and subject to the below paragraph, payments
of amounts due on the Notes shall be made in the Specified Currency (CNY), solely by transfer to an account
denominated in the Specified Currency maintained by the Clearing System with a bank outside the People's Republic
of China.

If the Issuer determines that the amount payable on the respective Payment Business Day is not available to it in
the Specified Currency for reasons beyond its control or that the Specified Currency or any successor currency to it
provided for by law (the "Successor Currency") is not permitted to be used for the settlement of international
financial transactions, the Issuer may fulfil its payment obligations by making such payment in United States dollars
on, or as soon as reasonably practicable after, the respective Payment Business Day on the basis of the Applicable
Exchange Rate. Holders shall not be entitled to further interest or any other payment as a result thereof. The
"Applicable Exchange Rate" shall be the Spot Rate on the second Determination Business Day prior to such
payment (the "Determination Date") or, if such rate is not available on the Determination Date, the Spot Rate most
recently available prior to such Determination Date, as determined by the Calculation Agent.

"Determination Business Day" means a day (other than a Saturday or Sunday) on which TARGET is open and
commercial banks and foreign exchange markets are open for general business (including dealings in foreign
exchange) in Hong Kong and New York.

"Spot Rate" means the spot CNY/U.S. Dollar exchange rate for the purchase of U.S. Dollar with CNY in the over-
the-counter CNY exchange market in Hong Kong for settlement in two Determination Business Days, as determined
by the Calculation Agent at or around 11 a.m. (Hong Kong time) on the Determination Date, on a deliverable basis
by reference to Reuters Screen Page TRADCNY3, or if such rate is not available, on a non-deliverable basis by
reference to Reuters Screen Page TRADNDF. If neither rate is available, the Calculation Agent will determine the
Spot Rate at or around 11 a.m. (Hong Kong time) on the Determination Date as the most recently available CNY/U.S.
Dollar official fixing rate for settlement in two Determination Business Days reported by The State Administration of
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Foreign Exchange of the PRC, which is reported on the Reuters Screen Page CNY=SAEC. Reference to a page on
the Reuters Screen means the display page so designated on the Reuter Monitor Money Rates Service (or any
successor service) or such other page as may replace that page for the purpose of displaying a comparable currency
exchange rate."

THE FISCAL AGENT AND THE CALCULATION AGENT (§ 6)
Fiscal Agent and Principal Paying Agent
KfW
Deutsche Bank Aktiengesellschaft, Frankfurt am Main
Other (specify)

Calculation Agent/specified office
Fiscal Agent
Other (specify)

BofA Securities Europe SA
51 rue La Boétie
75008 Paris
France
Required location of Calculation Agent (specify)
Not applicable
Determination Agent/specified office
Not applicable
Additional Paying Agent(s)
KfW
Deutsche Bank Aktiengesellschaft, Frankfurt am Main
Additional Paying Agent(s)/specified office(s)

NOTICES (§ 10)

Place and medium of publication
Bundesanzeiger (Federal Republic of Germany) and Clearing System
Clearing System
Other (specify)

GENERAL PROVISIONS APPLICABLE TO THE NOTE(S)

Listing(s)
Yes
Frankfurt am Main
Luxembourg

Regulated Market of the Luxembourg Stock Exchange
Professional segment of the Regulated Market of the

Luxembourg Stock Exchange
Other

Public Offer
No

Management Details
Management Group (syndicated) or Dealer (non syndicated) (specify)

BofA Securities Europe SA
51 rue La Boétie
75008 Paris
France

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Crédit
Agricole
Corporate
and
Investment Bank
12 place des Etats-Unis
CS 70052 92 547 Montrouge Cedex
France

Standard Chartered Bank AG
Taunusanlage 16
60325 Frankfurt am Main
Germany
Commissions and Estimated Net Proceeds
Management/Underwriting Commission (specify)
Not applicable
Selling Concession (specify)
Not applicable
Other (specify)
Not applicable
Estimated Net Proceeds
CNY 1,250,000,000

Stabilising Dealer/Manager
None

Securities Identification Numbers

Common Code
232282738

ISIN
XS2322827382

German Security Code
A289JJ

Any other securities number
None

The Issuer's Legal Entity Identifier (LEI)
549300GDPG70E3MBBU98

Eurosystem eligible deposit
Intended to be held in a manner which would allow Eurosystem eligibility
No
Note that the designation "no" simply
means that the Notes are not intended
upon issue to be deposited in a
manner which would allow for ECB
eligibility. The Issuer may determine
at a later date that the Notes
represented by an NGN may be
deposited with one of the ICSDs as
common safekeeper. Such a change
of the depositary structure does not
necessarily mean that the Notes will
then be recognised as eligible
collateral for Eurosystem monetary
policy and intra day credit operations
by the Eurosystem at any or all times
during their remaining life. Such
recognition will depend upon the ECB
being satisfied that Eurosystem
eligibility criteria have been met.

Supplemental Tax Disclosure (specify)
Not applicable

Yield
2.70 per cent. per annum
Method of calculating the yield
Not applicable

Selling Restrictions
TEFRA C
TEFRA D
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Neither TEFRA C nor TEFRA D
Additional selling restrictions (specify)

The selling restrictions contained in the Alleviated Prospectus dated June 19, 2020 with respect to the "European
Economic Area and the United Kingdom" and the "United Kingdom" will be replaced by the following:

European Economic Area

Each Dealer has represented and agreed that in relation to each Relevant State it has not made and will not
make an offer of the Notes to the public in that Relevant State, except that it may make an offer of the Notes to
the public in that Relevant State at any time in any circumstances which do not require the publication by the
Issuer of a prospectus pursuant to (i) Article 1(4) of the Prospectus Regulation or (ii) any applicable national law
of that Relevant State.

For the purposes of this provision, the following expressions have the meanings specified below:

"offer of the Notes to the public" in relation to any Notes in any Relevant State means the communication in
any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as
to enable an investor to decide to purchase or subscribe for the Notes;

"Prospectus Regulation" means Regulation (EU) 2017/1129, as amended; and

"Relevant State" means each member state of the European Economic Area.

United Kingdom

Each Dealer has represented and agreed that it has not made and will not make an offer of the Notes to the
public in the United Kingdom, except that it may make an offer of the Notes to the public in the United Kingdom
at any time in any circumstances which do not require the publication by the Issuer of a prospectus pursuant to
Section 86 of the Financial Services and Markets Act 2000, as amended (the "FSMA") and that:

(i) in relation to any Notes which have a maturity of less than one year, (a) it is a person whose ordinary
activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the
purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons
whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) for the purpose of their businesses, where the issue of the Notes
would otherwise constitute a contravention of section 19 of the FSMA by the Issuer;

(ii) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of
the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section
21(1) of the FSMA does not apply to the Issuer; and

(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by
it in relation to such Notes in, from or otherwise involving the United Kingdom.

For the purposes of this provision, the following expressions have the meanings specified below:

"offer of the Notes to the public" in relation to the Notes in the United Kingdom means the communication in
any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as
to enable an investor to decide to purchase or subscribe for the Notes; and

"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

Hong Kong
Each Dealer has represented, warranted and undertaken that:
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i.
it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other
than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong
Kong (the "SFO") and any rules made under the SFO; or (b) in other circumstances which do not result in
the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong (the "C(WUMP)O") or which do not constitute an offer to the
public within the meaning of the C(WUMP)O; and
ii.
it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession
for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document
relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with
respect to the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only
to "professional investors" as defined in the SFO and any rules made under the SFO.
Singapore
Each Dealer has acknowledged that the Prospectus has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, each Dealer has represented, warranted and agreed that it has not offered or
sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not
offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and
has not circulated or distributed, nor will it circulate or distribute, the Prospectus or any other document or material
in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or
indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the
Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA"))
pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to
Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that
corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within
six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275
of the SFA except:
(i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section
275(1A), or Section 276(4)(i)(B) of the SFA;
(ii) where no consideration is or will be given for the transfer;
(iii) where the transfer is by operation of law;
(iv) as specified in Section 276(7) of the SFA; or
(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and
Securities-based Derivatives Contracts) Regulations 2018.
The People's Republic of China ("PRC")
Each Dealer has represented and agreed that the offer of the Notes is not an offer of securities within the meaning
of the PRC Securities Law or other pertinent laws and regulations of the PRC and the Notes are not being offered
or sold and may not be offered or sold, directly or indirectly, in the PRC (for such purposes, not including the Hong
Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities laws of the PRC.
Republic of China ("ROC")
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Each Dealer has represented and agreed that (i) it has not offered or sold and will not offer or sell, directly or indirectly
the Notes in the Republic of China and (ii) the Notes may only be made available to ROC investors outside the ROC
for purchase outside the ROC. No person or entity has been authorised to offer, sell or give advice regarding or
otherwise intermediate the offering and sale of the Notes in the ROC.

Governing Law
German law

Other relevant Terms and Conditions (specify)
The net proceeds from the sale of the Notes will be used in the general business of the Issuer.
However, upon issuance, the Issuer will enter an amount equal to the net proceeds, converted into Euros, of the
Notes into an internal register (the "Green Issuance Amount"). Amounts matching requests for disbursements under
one of KfW's loan programmes mentioned below will also be recorded in such register and contrasted with the Green
Issuance Amount. For these purposes, any such requests made since the beginning of the calendar year in which
the Notes are issued will be considered.
The Issuer will provide allocation reports on an annual basis on its website. Any information available on or
accessible through the Issuer's website is not incorporated herein by reference.
The Issuer's loan programme "Erneuerbare Energien- Standard" ("Renewable Energies--Standard") aims to
promote the development of electricity and heat from renewable resources. Measures financed through this
programme may include (but are not limited to) the following project types:
· Photovoltaic panels;
· Wind energy (on- and offshore);
· Hydropower (excluding plants with an installed power exceeding 20 MW); Electricity and heat generated in
combined heat and power stations from solid biomass (up to a size of 2 MW), biogas or geothermal
energy;
· Biogas energy; and
· Grids and plants for the storage of heat or power produced from renewable energy.
The Issuer's loan programme "Energieeffizient Bauen" ("Energy-efficient Construction") aims to promote the
construction of new energy-efficient residential buildings in Germany. This programme mainly promotes energy-
efficient buildings with a primary energy consumption of 75% or less compared to the requirements of the German
Energy Saving Regulation for new buildings (Energieeinsparverordnung, EnEV 2016).
The common objective of all projects under these two programmes is to counter climate change, in particular by
reducing greenhouse gas emissions.
Payment of principal of and interest on the Notes will be made from the Issuer's general funds and will not be linked
to the performance of any projects financed under the KfW programmes described above.
If the Issuer's use of the net proceeds from the Notes is a factor in the investor's decision to invest in the Notes, the
investor should consider the foregoing statements and consult with its counsel or other advisors before making an
investment in the Notes.

These Final Terms contain additional disclosure relating to investment considerations and remittance of Renminbi
into and outside the PRC. See Annex A Other.

Listing
The above Final Terms comprise the details required to list this issue of Notes issued pursuant to the Note
Programme of KfW (as from March 25, 2021).

KfW

________________________________________ _______________________________________
Alexander Liebethal
Beate Forell
Vice President
Vice President

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ANNEX A OTHER
A. Investment Considerations
Renminbi is not freely convertible and there are significant restrictions on the remittance of Renminbi into
and out of the PRC which may adversely affect the liquidity of the Notes
Renminbi is not freely convertible at present. The government of the PRC (the "PRC Government") continues to
regulate conversion between Renminbi and foreign currencies, including the Hong Kong Dollar.
However, there has been significant reduction in control by the PRC Government in recent years, particularly over
trade transactions involving import and export of goods and services as well as other frequent routine foreign
exchange transactions. These transactions are known as current account items.
On the other hand, remittance of Renminbi into and out of the PRC for the settlement of capital account items, such
as capital contributions, debt financing and securities investment, is generally only permitted upon obtaining specific
approvals from, or completing specific registrations or filings with, the relevant authorities on a case-by-case basis
and is subject to a strict monitoring system. Regulations in the PRC on the remittance of Renminbi into and out of
the PRC for settlement of capital account items are being adjusted from time to time to match the policies of the
PRC Government.
Although the People's Bank of China ("PBoC") has implemented policies improving accessibility to Renminbi to settle
cross-border transactions in the past, there is no assurance that the PRC Government will liberalise control over
cross-border remittance of Renminbi in the future, that the schemes for Renminbi cross-border utilisation will not be
discontinued or that new regulations in the PRC will not be promulgated in the future which have the effect of
restricting or eliminating the remittance of Renminbi into or out of the PRC. Despite Renminbi internationalisation
pilot programme and efforts in recent years to internationalise the currency, there can be no assurance that the PRC
Government will not impose interim or long-term restrictions on the cross-border remittance of Renminbi. In the
event that funds cannot be repatriated out of the PRC in Renminbi, this may affect the overall availability of Renminbi
outside the PRC and the ability of KfW to source Renminbi to finance its obligations under Notes denominated in
Renminbi.
There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of the Notes
and KfW's ability to source Renminbi outside the PRC to service Notes
As a result of the restrictions by the PRC Government on cross-border Renminbi fund flows, the availability of
Renminbi outside the PRC is limited. While the PBoC has entered into agreements (the "Settlement
Arrangements"), on the clearing of Renminbi business with financial institutions (the "Renminbi Clearing Banks")
in a number of financial centres and cities, including but not limited to Hong Kong, has established the Cross-Border
Inter-Bank Payments System (CIPS) to facilitate cross-border Renminbi settlement and is further in the process of
establishing Renminbi clearing and settlement mechanisms in several other jurisdictions the current size of Renminbi
denominated financial assets outside the PRC is limited.
There are restrictions imposed by PBoC on Renminbi business participating banks in respect of cross-border
Renminbi settlement, such as those relating to direct transactions with PRC enterprises. Furthermore, Renminbi
business participating banks do not have direct Renminbi liquidity support from PBoC, although PBoC has gradually
allowed participating banks to access the PRC's onshore inter-bank market for the purchase and sale of Renminbi.
The Renminbi Clearing Banks only have limited access to onshore liquidity support from PBoC for the purpose of
squaring open positions of participating banks for limited types of transactions and are not obliged to square for
participating banks any open positions resulting from other foreign exchange transactions or conversion services. In
cases where the participating banks cannot source sufficient Renminbi through the above channels, they will need
to source Renminbi from outside the PRC to square such open positions.
Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth is subject
to many constraints as a result of PRC laws and regulations on foreign exchange. There is no assurance that new
PRC regulations will not be promulgated or the Settlement Arrangements will not be terminated or amended in the
future which will have the effect of restricting availability of Renminbi outside the PRC. The limited availability of
Renminbi outside the PRC may affect the liquidity of the Notes. To the extent KfW is required to source Renminbi in
the offshore market to service its Notes, there is no assurance that KfW will be able to source such Renminbi on
satisfactory terms, if at all.
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Investment in the Notes is subject to exchange rate risks
The value of Renminbi against other foreign currencies fluctuates from time to time and is affected by changes in
the PRC and international political and economic conditions as well as many other factors. The PBoC has in recent
years implemented changes to the way it calculates the Renminbi's daily mid-point against the U.S. Dollar to take
into account market-maker quotes before announcing such daily mid-point. This change, and others that may be
implemented, may increase the volatility in the value of the Renminbi against foreign currencies. All payments of
interest and principal will be made in Renminbi with respect to Notes unless otherwise specified. As a result, the
value of these Renminbi payments may vary with the changes in the prevailing exchange rates in the marketplace.
If the value of Renminbi depreciates against another foreign currency, the value of the investment made by a holder
of the Notes in that foreign currency will decline.
Payments with respect to the Notes may be made only in the manner designated in the Notes
All payments to investors in respect of the Notes will be made, subject to § 5(2), to the Clearing System or to its
order for credit to the relevant accounts of the relevant account holders of the Clearing System, solely by transfer to
an account denominated in Renminbi maintained by the Clearing System with a bank outside the PRC. KfW cannot
be required to make payment by any other means (including in bank notes, by cheque or draft, or by transfer to a
bank account in the PRC).
In the limited circumstances set out in § 5(2), relating to the unavailability of Renminbi, KfW is entitled to make
payments in respect of the Notes in United States Dollar.
Gains on the transfer of the Notes may become subject to income taxes under PRC tax laws
Under the PRC Enterprise Income Tax Law, the PRC Individual Income Tax Law and the relevant implementing
rules, as amended from time to time, any gain realised on the transfer of Notes by non-PRC resident enterprise or
individual Holders may be subject to PRC enterprise income tax ("EIT") or PRC individual income tax ("IIT") if such
gain is regarded as income derived from sources within the PRC. The PRC Enterprise Income Tax Law levies EIT
at the rate of 20 per cent. of the PRC-sourced gains derived by such non-PRC resident enterprise from the transfer
of Notes but its implementation rules have reduced the EIT rate to 10 per cent. The PRC Individual Income Tax Law
levies IIT at a rate of 20 per cent. of the PRC-sourced gains derived by such non-PRC resident individual Holder
from the transfer of Notes.
However, uncertainty remains as to whether the gain realised from the transfer of Notes by non-PRC resident
enterprise or individual Holders would be treated as income derived from sources within the PRC and thus become
subject to EIT or IIT. This will depend on how the PRC tax authorities interpret, apply or enforce the PRC Enterprise
Income Tax Law, the PRC Individual Income Tax Law and the relevant implementing rules. According to the
arrangement between the PRC and Hong Kong, for avoidance of double taxation, Holders who are residents of
Hong Kong, including enterprise Holders and individual Holders, will not be subject to EIT or IIT on capital gains
derived from a sale or exchange of the Notes.
Therefore, if enterprise or individual Holders which are non-PRC residents are required to pay PRC income tax on
gains derived from the transfer of Notes, unless there is an applicable tax treaty between PRC and the jurisdiction
in which such non-PRC enterprise or individual holders of Notes reside that reduces or exempts the relevant EIT or
IIT, the value of their investment in Notes may be materially and adversely affected.
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