Obligation China Agri-Development Bank 3.18% ( HK0000536349 ) en CNY

China Agri-Development Bank

100 % ▼

Chine

HK0000536349 ( en CNY )

3.18% par an ( paiement semestriel )

05/11/2022 - Obligation échue

Prospectus brochure de l'obligation The Agricultural Development Bank of China HK0000536349 en CNY 3.18%, échue

10 000 CNY

2 500 000 000 CNY

La Banque de développement agricole de Chine (Agricultural Development Bank of China, ADB) est une banque publique chinoise spécialisée dans le financement de l'agriculture, des zones rurales et des entreprises liées à l'agroalimentaire.

L'Obligation émise par China Agri-Development Bank ( Chine ) , en CNY, avec le code ISIN HK0000536349, paye un coupon de 3.18% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/11/2022

(a statutory financial institution organised under the laws of the People's Republic of China)
CNY3,000,000,000 3.40 per cent. Bonds due 2024
CNY2,500,000,000 3.18 per cent. Bonds due 2022
Issue Price for CNY3,000,000,000 3.40 per cent. Bonds due 2024: 100 per cent.
Issue Price for CNY2,500,000,000 3.18 per cent. Bonds due 2022: 100 per cent.
The 3.40 per cent. bonds due 2024 in the aggregate principal amount of CNY3,000,000,000 (the "CNY Bonds") and the 3.18 per cent. bonds due 2022 in the aggregate principal amount of CNY2,500,000,000
(the "CNY Green Bonds") will be issued by Agricultural Development Bank of China (the "Bank" or the "Issuer"). The CNY Bonds and the CNY Green Bonds are collectively referred to as the "Bonds" and
each constitutes a series of Bonds.
The CNY Bonds will bear interest from (and including) 6 November 2019 (the "Issue Date") at the rate of 3.40 per cent. per annum payable semi-annually in arrear on 6 May and 6 November in each year
commencing on 6 May 2020, provided, however, that, if any interest payment date would otherwise fall on a date which is not a business day (as defined in the terms and conditions of the CNY Bonds (the "Terms
and Conditions of the CNY Bonds")), it will be postponed to the next day which is a business day unless it would thereby fall into the next calendar month, in which case it shall be brought forward to the
immediately preceding business day.
The CNY Green Bonds will bear interest from (and including) the Issue Date at the rate of 3.18 per cent. per annum payable semi-annually in arrear on 6 May and 6 November in each year commencing on 6
May 2020, provided, however, that, if any interest payment date would otherwise fall on a date which is not a business day (as defined in the terms and conditions of the CNY Green Bonds (the "Terms and
Conditions of the CNY Green Bonds"), and together with the Terms and Conditions of the CNY Bonds, the "Terms and Conditions of the Bonds"), it will be postponed to the next day which is a business
day unless it would thereby fall into the next calendar month, in which case it will be brought forward to the immediately preceding business day.
Payments in respect of the Bonds shall be made free and clear of, and without deduction or withholding for or on account of any present or future taxes, duties, assessment or governmental charges of whatever
nature imposed or levied by or on behalf of the PRC or by or within any of its political subdivisions or authorities having power to tax as further described in Condition 7 (Taxation) of the Terms and Conditions
of the Bonds.
On giving not less than 30 nor more than 60 days' notice to the holders of the Bonds (which notice shall be irrevocable), the Bank may redeem the Bonds at any time in whole, but not in part, at their principal
amount, together with interest accrued to the date fixed for redemption, if the Bank has or will become obliged to pay Additional Amounts (as defined in the Terms and Conditions of the Bonds) as a result of
any change in, or amendment to, the laws or regulations of the PRC or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation
of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 30 October 2019, and such obligation cannot be avoided by the
Bank taking reasonable measures available to it.
Unless previously redeemed, or purchased and cancelled, the Bank will redeem each (i) CNY Bond at its principal amount on the Interest Payment Date (as defined in the Terms and Conditions of the Bonds)
falling on, or nearest to, 6 November 2024 and (ii) CNY Green Bond at its principal amount on the Interest Payment Date falling on, or nearest to, 6 November 2022.
Each series of the Bonds will constitute direct, unsubordinated, unconditional and (subject to the creation of any security permitted or approved in accordance with Condition 3(a) (Negative Pledge) of the Terms
and Conditions of the Bonds) unsecured obligations of the Bank which will at all times rank pari passu among themselves and at least pari passu with all other existing and future unsubordinated and unsecured
obligations of the Bank from time to time outstanding (except for any statutory preference or priority applicable in the winding-up of the Bank).
The Bonds will be issued in denominations of CNY1,000,000 and integral multiples of CNY10,000 in excess thereof.
Investing in the Bonds involves certain risks. See "Risk Factors" beginning on page 20 for a discussion of certain factors to be considered in connection with an investment in the Bonds.
The Bonds have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Bonds are being offered only outside the United States in reliance on Regulation
S under the Securities Act. For a description of these and certain further restrictions on offers and sales of the Bonds and the distribution of this Offering Circular, see "Subscription and Sale".
Application has been made to The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") for the listing of the Bonds by way of debt issues to professional investors (as defined in Chapter
37 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO")) (together, "Professional Investors")
only. This document is for distribution to Professional Investors only. Investors should not purchase the Bonds in the primary or secondary markets unless they are Professional Investors and understand
the risks involved. The Bonds are only suitable for Professional Investors.
The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting
distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Bonds on the Hong Kong Stock Exchange is not to be taken as an indication of the
commercial merits or credit quality of the Bonds, the Bank or 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 Offering Circular, 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 Offering Circular.
An application has been made to the Luxembourg Stock Exchange (the "LuxSE") in its capacity as competent authority under Part IV of the Luxembourg Law dated as of 16/07/2019 on prospectus for securities,
as amended (the "Prospectus Law") and the rules and regulations of the LuxSE (the "LuxSE Rules") to approve this document as a prospectus. An application has also been made for the Bonds to be admitted
to trading on the Euro MTF market, which is a market operated by the LuxSE, and listed on the Official List of the LuxSE (the "Official List"). The Euro MTF market is not a regulated market pursuant to the
provisions of the Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments. This Offering Circular comprises information about the Bank and the Bonds for the
purposes of Part 2 of the LuxSE Rules. An application has also been made for the CNY Green Bonds to be displayed on the Luxembourg Green Exchange ("LGX").
This document includes particulars given in compliance with the Guideline on Provision and Distribution of Financial Products (Circular 033/B/2010-DSB/AMCM) for the purpose of giving information with
regard to the Issuer. The Issuer accepts full responsibility for the accuracy of the information contained in this document and confirms, having made all reasonable enquiries, that to the best of its knowledge
and belief there are no other facts the omission of which would make any statement herein misleading. This document does not constitute a prospectus for the purposes of article 3 of Regulation (EU) 2017/1129,
as amended (the "Prospectus Regulation"). This Offering Circular may only be used for the purposes for which it has been published.
The Bonds may not be offered to the public or indirectly to the public unless the requirements of the Prospectus Law have been satisfied.
This Offering Circular will be published on the website of the LuxSE (www.bourse.lu). For the avoidance of doubt, the content of the website(s) included in this Offering Circular are for information purposes
only and does not form part of this Offering Circular.
The LuxSE assumes no responsibility on the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Admission to trading on the Euro MTF market and
listing on the Official List of the LuxSE and LGX is not to be taken as an indication of the merits of the Bank or the Bonds.
This document is for distribution to professional investors (as defined in Section 11 of the Guideline on Provision and Distribution of Financial Products (Circular 033/B/2010-DSB/AMCM)) (the "MOX
Professional Investors") only. Investors should not purchase the Bonds in the primary or secondary markets unless they are MOX Professional Investors and understand the risks involved. The Bonds
are only suitable for MOX Professional Investors.
Chongwa (Macao) Financial Asset Exchange Co., Ltd. (the "MOX") 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 MOX Professional Investors only have been reproduced in this document. Listing of the Bonds on MOX is not to be taken as an
indication of the commercial merits or credit quality of the Bonds, the Bank or the quality of disclosure in this document. MOX 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 be made to the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the "Frankfurt Stock Exchange") for the Bonds to be admitted to trading in the Quotation Board of the Open Market
(Freiverkehr) at the Frankfurt Stock Exchange and the Bonds will be available for trading on the China Europe International Exchange AG (CEINEX).
Application has also been made to the London Stock Exchange plc (the "London Stock Exchange") for the Bonds to be admitted to trading on the London Stock Exchange's International Securities Market (the
"ISM"). This Offering Circular comprises admission particulars for the purposes of admission to trading of the Bonds on the ISM. The ISM is not a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU (as amended, "MiFID II").
The ISM is a market designated for professional investors. Bonds admitted to trading on the ISM are not admitted to the Official List of the United Kingdom Listing Authority. The London Stock
Exchange has not approved or verified the contents of this Offering Circular.
Singapore Securities and Futures Act Product Classification: In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Bonds
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).
Each series of the Bonds are expected to be rated "A+" by S&P Global Ratings ("S&P"). Such ratings of the Bonds do not constitute a recommendation to buy, sell or hold the Bonds and may be subject to revision
or withdrawal any time by S&P. Each rating should be evaluated independently of any other ratings of the Bonds or other securities of the Bank or of the Bank.
Each series of the Bonds will be represented by beneficial interests in a global bond certificate (each a "Global Bond Certificate" and together, the "Global Bond Certificates") in registered form, which will
be registered in the name of, and lodged with a sub-custodian for, the Hong Kong Monetary Authority as operator (the "Operator") of the Central Moneymarkets Unit Service ("CMU"). Beneficial interests in
the Global Bond Certificates will be shown on, and transfer thereof will be effected only through, records maintained by the CMU. For persons seeking to hold a beneficial interest in the Bonds through Euroclear
Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), such persons will hold their interest through an account opened and held by Euroclear or Clearstream with CMU. Except as described
herein, individual certificates for the Bonds will not be issued in exchange for interests in the relevant Global Bond Certificate. The Bonds constitute freely transferable securities.
The Issuer is duly incorporated under the laws of the PRC and operates in conformity with its constitution. The Bonds conform with the laws of the PRC and are duly authorised according to the requirements
of the Issuer's constitution. All necessary statutory and other consents have been obtained.
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Bank of China
Standard Chartered Bank
Bank of Communications
Joint Bookrunners and Joint Lead Managers
Agricultural Bank of
China Construction
ICBC (Asia)
Shanghai Pudong
China CITIC Bank
China Limited
Bank
Development Bank
International
Hong Kong Branch
Mizuho Securities
KGI Asia
Crédit Agricole CIB
CTBC Bank
The date of this Offering Circular is 30 October 2019

NOTICE TO INVESTORS
THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE BANK OR ANY OF ITS SUBSIDIARIES OR
THAT THE INFORMATION SET FORTH IN THIS OFFERING CIRCULAR IS CORRECT AS AT
ANY DATE SUBSEQUENT TO THE DATE HEREOF.
This Offering Circular includes particulars given in compliance with the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited and the rules and regulations of the
LuxSE, the Frankfurt Stock Exchange, the London Stock Exchange and the MOX for the purpose of
giving information with regard to the Bank. In respect of the Bonds to be listed on The Stock
Exchange of Hong Kong Limited, the Bank accepts full responsibility for the accuracy of the
information contained in this document and confirms, having made all reasonable enquiries, that to
the best of its knowledge and belief there are no other facts the omission of which would make any
statement herein misleading. In respect of the Bonds to be admitted to trading on the ISM, the Bank
accepts full responsibility for the accuracy of the information contained in this document and
confirms, having taken all reasonable care to ensure that such is the case, the information contained
in this Offering Circular is, to the best of its knowledge, in accordance with the facts does not omit
anything likely to affect its import.
The Bank, having made all reasonable enquiries, confirms that (i) this Offering Circular contains all
information with respect to the Bank and to the Bonds which is material in the context of the issue
and offering of the Bonds, (ii) all statements relating to the Bank and to the Bonds contained in this
Offering Circular are in all material respects true and accurate and not misleading in any material
respect, (iii) the statements of intention, opinion, belief or expectation with regard to the Bank
contained in this Offering Circular are honestly made or held and have been reached after considering
all relevant circumstances and have been based on reasonable assumptions (iv) there are no other
facts in relation to the Bank or the Bonds the omission of which would, in the context of the issue
and offering of the Bonds, make any statement in this Offering Circular misleading in any material
respect and (v) all reasonable enquiries have been made by the Bank to ascertain such facts and to
verify the accuracy of all such information and statements. The Bank accepts full responsibility for
the information contained in this Offering Circular.
The Bank has prepared this Offering Circular solely for use in connection with the proposed offering
of the Bonds described in this Offering Circular. This Offering Circular does not constitute an offer
of, or an invitation by or on behalf of Bank of China Limited ("BOCL"), Bank of China (Hong Kong)
Limited ("BOCHK", together with BOCL, Bank of China), Standard Chartered Bank and Bank of
Communications Co., Ltd. Hong Kong Branch (the "Joint Global Coordinators") and Agricultural
Bank of China Limited Hong Kong Branch, China Construction Bank (Asia) Corporation Limited,
Industrial and Commercial Bank of China (Asia) Limited, Shanghai Pudong Development Bank Co.,
Ltd., Hong Kong Branch, China CITIC Bank International Limited, Mizuho Securities Asia Limited,
KGI Asia Limited, Crédit Agricole Corporate and Investment Bank and CTBC Bank Co., Ltd. (the
"Joint Bookrunners", together with Joint Global Coordinators, the "Joint Lead Managers") or the
Bank to subscribe for or purchase any of the Bonds. The distribution of this Offering Circular and
i

the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose
possession this Offering Circular comes are required by the Bank and the Joint Lead Managers to
inform themselves about and to observe any such restrictions. No action is being taken to permit a
public offering of the Bonds or the distribution of this Offering Circular in any jurisdiction where
action would be required for such purposes. There are restrictions on the offer and sale of the Bonds,
and the circulation of documents relating thereto, in certain jurisdictions including the United States,
Hong Kong, the PRC, Japan, the United Kingdom, Singapore, Taiwan and Macau and to persons
connected therewith. For a description of certain further restrictions on offers and sales of the Bonds,
and distribution of this Offering Circular, see "Subscription and Sale". By purchasing the Bonds,
investors represent and agree to all of those provisions contained in that section of this Offering
Circular.
No person has been or is authorised to give any information or to make any representation concerning
the Bank, or the Bonds other than as contained herein and, if given or made, any such other
information or representation should not be relied upon as having been authorised by the Bank, the
Joint Lead Managers or the Agents (as defined in the Terms and Conditions of the Bonds) or any of
their respective directors, officers, employees, representatives, agents or advisers. Neither the
delivery of this Offering Circular nor any offering, sale or delivery made in connection with the issue
of the Bonds shall, under any circumstances, constitute a representation that there has been no change
or development reasonably likely to involve a change in the affairs of the Bank since the date hereof
or create any implication that the information contained herein is correct as at any date subsequent
to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on
behalf of the Bank, the Joint Lead Managers or the Agents or any of their respective affiliates to
subscribe for or purchase the Bonds and may not be used for the purpose of an offer to, or a
solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation
is not authorised or is unlawful.
None of the Joint Lead Managers or the Agents or any of their respective directors, officers,
employees, representatives, agents or advisers has independently verified the information contained
in this Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied,
is made or given and no responsibility or liability is accepted, by the Joint Lead Managers or the
Agents or any of their respective director, officer, employee, representative, agent or adviser, as to
the accuracy, completeness or sufficiency of the information contained in this Offering Circular or
any other information supplied in connection with the Bonds. Nothing contained in this Offering
Circular is, or shall be relied upon as, a promise, representation or warranty by the Joint Lead
Managers or the Agents or any of their respective directors, officers, employees, representatives,
agents or advisers. This Offering Circular is not intended to provide the basis of any credit or other
evaluation nor should it be considered as a recommendation by any of the Bank, the Joint Lead
Managers or the Agents or any of their respective directors, officers, employees, representatives,
agents or advisers that any recipient of this Offering Circular should purchase the Bonds. Each person
receiving this Offering Circular acknowledges that such person has not relied on the Joint Lead
Managers, the Agents or on any person affiliated with the Joint Lead Managers or the Agents in
connection with its investigation of the accuracy of such information or its investment decision, and
each such person must rely on its own examination of the Bank and the merits and risks involved in
investing in the Bonds. See "Risk Factors" for a discussion of certain factors to be considered in
connection with an investment in the Bonds.
ii

To the fullest extent permitted by law, none of the Joint Lead Managers or the Agents or any of their
respective directors, officers, employees, representatives, agents or advisers accepts any
responsibility for the contents of this Offering Circular and assume no responsibility for the contents,
accuracy, completeness or sufficiency of any such information or for any other statement, made or
purported to be made by the Joint Lead Managers or the Agents or any of their respective directors,
officers, employees, representatives, agents or advisers or on their behalf in connection with the Bank
or the issue and offering of the Bonds. Each of the Joint Lead Managers and the Agents and their
respective directors, officers, employees, representatives, agents or advisers accordingly disclaims all
and any liability, whether arising in tort or contract or otherwise, which it might otherwise have in
respect of this Offering Circular or any such statement. None of the Joint Lead Managers or the
Agents or any of their respective directors, officers, employees, representatives, agents or advisers
undertakes to review the results of operations, financial condition or affairs of the Bank during the
life of the arrangements contemplated by this Offering Circular nor to advise any investor or potential
investor in the Bonds of any information coming to the attention of the Joint Lead Managers or the
Agents or their respective directors, officers, employees, representatives, agents or advisers.
CNY is currently not freely convertible and conversion of CNY through banks in Hong Kong is
subject to certain restrictions. Investors should be reminded of the conversion risk with CNY
products. In addition, there is a liquidity risk associated with CNY products, particularly if such
investments do not have an active secondary market and their prices have large bid/offer spreads.
CNY products are denominated and settled in CNY deliverable in Hong Kong, which represents a
market which is different from that of CNY deliverable in the PRC.
IN CONNECTION WITH THE ISSUE OF EACH SERIES OF THE BONDS, ANY OF THE
JOINT LEAD MANAGERS AS THE STABILISING MANAGER (OR PERSONS ACTING ON
BEHALF OF SUCH STABILISING MANAGER) MAY OVER-ALLOT BONDS OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE BONDS AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED
PERIOD AFTER THE ISSUE DATE, BUT IN SO DOING, THE STABILISING MANAGER
SHALL ACT AS PRINCIPAL AND NOT AS AGENT OF THE BANK. HOWEVER, THERE IS
NO OBLIGATION ON SUCH STABILISING MANAGER (OR PERSONS ACTING ON
BEHALF OF THE STABILISING MANAGER) TO DO THIS. SUCH STABILISING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO
AN
END AFTER A LIMITED
PERIOD.
SUCH
STABILISATION
SHALL BE
IN
COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES.
Any of the Joint Lead Managers and their respective affiliates may purchase the Bonds for its or their
own account and enter into transactions, including credit derivatives, such as asset swaps,
repackaging and credit default swaps relating to the Bonds and/or other securities of the Bank or its
associates at the same time as the offer and sale of the Bonds or in secondary market transactions.
Such transactions may be carried out as bilateral trades with selected counterparties and separately
from any existing sale or resale of the Bonds to which this Offering Circular relates (notwithstanding
that such selected counterparties may also be purchasers of the Bonds). Furthermore, investors in the
Bonds may include entities affiliated with the Bank.
Prospective investors should not construe anything in this Offering Circular as legal, business or tax
advice. Each prospective investor should determine for itself the relevance of the information
contained in this Offering Circular and consult its own legal, business and tax advisers as needed to
make its investment decision and determine whether it is legally able to purchase the Bonds under
applicable laws or regulations.
iii

Industry and Market Data
Market data and certain industry forecasts used throughout this Offering Circular have been extracted
or derived from internal surveys, market research, publicly available information, various
government sources and industry publications. Industry publications generally state that the
information that they contain has been obtained from sources believed by the Bank to be reliable and
accurate and the Bank has taken reasonable care in extracting and reproducing such information, but
that the accuracy and completeness of that information is not guaranteed. Similarly, internal surveys,
industry forecasts and market research, while believed to be reliable, have not been independently
verified, and none of the Bank, the Joint Lead Managers, the Agents or their respective directors,
officers, employees, representatives, agents or advisers makes any representation as to the
correctness, accuracy or completeness of that information. Such information may not be consistent
with other information compiled within or outside the PRC. In addition, third-party information
providers may have obtained information from market participants and such information may not
have been independently verified. Accordingly, such information should not be unduly relied upon.
Presentation of Financial Information
The Group's audited consolidated financial information as at and for the years ended 31 December
2017 and 2018 included in this Offering Circular has been extracted from the Group's audited
consolidated financial statements as at and for the years ended 31 December 2017 (the "Group's
2017 Audited Consolidated Financial Statements") audited by Grant Thornton Certified Public
Accountants ("Grant Thornton"), the former independent auditor of the Bank, and the Group's
audited consolidated financial statements as at and for the years ended 31 December 2018 (the
"Group's 2018 Audited Consolidated Financial Statements") audited by PricewaterhouseCoopers
Zhong Tian LLP ("PwC"), the current independent auditor of the Bank, respectively (together, the
"Audited Financial Statements"). The Audited Financial Statements have been prepared by the
Bank in accordance with the Accounting Standards for Business Enterprises Basic Standards and
38 concrete accounting standards issued on 15 February 2006 by the MOF, as well as the Accounting
Standards for Business Enterprises Application Guidelines, and the Accounting Standards for
Business Enterprises Interpretations issued subsequently and other relevant provisions (collectively
known as the "PRC Accounting Standards", or the "PRC GAAP").
Certain comparative financial information as at 31 December 2017 included in the Group's 2018
Audited Consolidated Financial Statements has been reclassified to conform with the current year
presentation. See note XIV (Comparing figure) to the Group's 2018 Audited Consolidated Financial
Statements on page F-193.
The Audited Financial Statements have only been prepared in Chinese. An English translation of the
Audited Financial Statements (the "Financial Statements Translation") has been prepared and
included in this Offering Circular for reference. None of the Joint Lead Managers or the Agents or
any of their respective directors, officers, employees, representatives, agents, advisers or affiliates
has independently verified or checked the accuracy of the Financial Statements Translation and can
give no assurance that the information contained in the Financial Statements Translation is accurate,
truthful or complete. Potential purchasers must exercise caution when using such financial
information to evaluate the financial condition, results of operations and prospects of the Group.
PRC GAAP differs in certain material respects from the International Financial Reporting Standards
("IFRS"). For a discussion of certain differences between PRC GAAP and IFRS, see "Summary of
Certain Differences between PRC GAAP and IFRS".
iv

CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY
PRESENTATION
This Offering Circular includes a translation of certain Renminbi amounts into U.S. dollars at
specified rates solely for the convenience of the reader. Unless otherwise specified, where financial
information in relation to the Bank has been translated into U.S. dollars, it has been so translated, for
convenience only, at the rate of CNY6.8755 to U.S.$1.00 (the noon buying rate in New York City on
31 December 2018 as set forth in the weekly H.10 statistical release of the Federal Reserve Board
of the Federal Reserve Bank of New York). Further information regarding exchange rate is set forth
in "Exchange Rates" in this Offering Circular. No representation is made that the Renminbi amounts
referred to in this Offering Circular could have been or could be converted into U.S. dollars at any
particular rate or at all.
In this Offering Circular, where information has been presented in thousands or millions of units,
amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in
tables may not be equal to the apparent total of the individual items and actual numbers may differ
from those contained herein due to rounding. References to information in billions of units are to the
equivalent of a thousand million units.
Unless the contest otherwise requires, references in this Offering Circular to the "Terms and
Conditions of the CNY Bonds" and the "Terms and Conditions of the CNY Green Bonds" are to the
terms and conditions governing the CNY Bonds and the CNY Green Bonds, as respectively set out
in the "Terms and Conditions of the CNY Bonds" and the "Terms and Conditions of the CNY Green
Bonds" in this Offering Circular. The Terms and Conditions of the CNY Bonds and the Terms and
Conditions of the CNY Green Bonds are collectively referred to as "Terms and Conditions of the
Bonds" in this Offering Circular.
In this Offering Circular, unless otherwise specified or the context otherwise requires, all references
to the "PRC" and "China" are to the People's Republic of China (excluding Hong Kong, the Macau
Special Administrative Region of the People's Republic of China and Taiwan), and all references to
the "United States" and "U.S." are to the United States of America, all references to "Hong Kong"
are to the Hong Kong Special Administrative Region of the People's Republic of China; all references
to "Renminbi" and "CNY" are to the lawful currency of the PRC, all references to "U.S.$", "USD"
and "U.S. dollars" are to the lawful currency of the United States of America and all references to
"EUR" or "euro" are to the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
Unless otherwise specified, historical amounts translated into Renminbi have been translated at
historical rates of exchange. Such translations should not be construed as representations that the
amounts referred to herein could have been or could be converted into Renminbi at those rates or any
other rate at all.
The English names of the PRC nationals, entities, departments, facilities, laws, regulations,
certificates, titles and the like are translations of their Chinese names and are included for
identification purposes only.
v

FORWARD-LOOKING STATEMENTS
Certain statements under "Risk Factors", "Description of the Business" and elsewhere in this
Offering Circular constitute "forward-looking statements". The words including "believe", "expect",
"plan", "anticipate", "schedule", "estimate", "may", "will" and similar words or expressions identify
forward-looking statements. In addition, all statements other than statements of historical facts
included in this Offering Circular, including, but without limitation, those regarding the financial
position, business strategy, prospects, capital expenditure and investment plans of the Bank and the
plans and objectives of the Bank's management for its future operations, are forward-looking
statements. Such forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results or performance of the Bank to differ materially from
those expressed or implied by such forward-looking statements. Reliance should not be placed on
these forward-looking statements. Such forward-looking statements are based on numerous
assumptions regarding the Bank's present and future business strategies and the environment in
which the Bank will operate in the future. The Bank expressly disclaims any obligation or
undertaking to release any updates or revisions to any forward-looking statements contained herein
to reflect any change in its expectations with regard thereto or any change of events, conditions or
circumstances, on which any such statements were based. This Offering Circular discloses, under
"Risk Factors" and elsewhere, important factors that could cause actual results to differ materially
from the Bank's expectations. All subsequent written and forward-looking statements attributable to
the Bank or persons acting on behalf of the Bank are expressly qualified in their entirety by such
cautionary statements.
vi

DEFINITIONS AND CONVENTIONS
In this Offering Circular, unless the context otherwise requires, the following terms shall have the
meanings set out below.
Accountholder . . . . . . . . . . . . . .
each person who is for the time being shown in the records of
CMU (or any other relevant clearing system) as the holder of a
particular principal amount of the Bonds
Articles of Association . . . . . . . .
Articles of Association of the Bank, as constituted and amended
from time to time. Except where the context otherwise requires,
the Articles of Association refers to the Articles of Association
of the Bank approved by the State Council on July 2018
Bank . . . . . . . . . . . . . . . . . . . . . .
Agricultural Development Bank of China
Bonds . . . . . . . . . . . . . . . . . . . . .
the CNY Bonds and the CNY Green Bonds
CBIRC . . . . . . . . . . . . . . . . . . . .
China Banking and Insurance Regulatory Commission ( · 7 Õ
- ^ 9 M # p 6
), the predecessor of China Banking
Regulatory
Commission
( · 7 Õ 8 9 M # p 6
)
(the
"CBRC")
China or PRC . . . . . . . . . . . . . . .
the People's Republic of China, but for the purpose of this
Offering Circular only and except where the context requires,
references in this Offering Circular to "China" and the "PRC"
do not include Hong Kong, Macau and Taiwan
CNY Bonds . . . . . . . . . . . . . . . . .
CNY3,000,000,000 in aggregate principal amount of 3.40 per
cent. bonds due 2024 to be issued by the Bank on the Issue Date
CNY Green Bonds . . . . . . . . . . .
CNY2,500,000,000 in aggregate principal amount of 3.18 per
cent. bonds due 2022 to be issued by the Bank on the Issue Date
CPC . . . . . . . . . . . . . . . . . . . . . .
Communist Party of China
CSRC . . . . . . . . . . . . . . . . . . . . .
China Securities Regulatory Commission ( · 7 Ç N 9 M #
p 6 )
FATCA . . . . . . . . . . . . . . . . . . . .
Foreign Account Tax Compliance Act
Fiscal Agent . . . . . . . . . . . . . . . .
Bank of Communications Co., Ltd. Hong Kong Branch
GDP . . . . . . . . . . . . . . . . . . . . . .
gross domestic product
Group . . . . . . . . . . . . . . . . . . . . .
the Bank and its subsidiaries taken as a whole
HK . . . . . . . . . . . . . . . . . . . . . . .
the Hong Kong Special Administrative Region of the PRC
vii

IAS . . . . . . . . . . . . . . . . . . . . . . .
International Accounting Standards
IASB . . . . . . . . . . . . . . . . . . . . . .
International Accounting Standards Board
IFRS . . . . . . . . . . . . . . . . . . . . . .
International Financial Reporting Standards
Joint Global Coordinators . . . . .
Bank of China Limited, Bank of China (Hong Kong) Limited,
Standard Chartered Bank and Bank of Communications Co.,
Ltd. Hong Kong Branch
Joint Lead Managers . . . . . . . . .
Bank of China Limited, Bank of China (Hong Kong) Limited,
Standard Chartered Bank and Bank of Communications Co.,
Ltd. Hong Kong Branch, Agricultural Bank of China Limited
Hong
Kong
Branch,
China
Construction
Bank
(Asia)
Corporation Limited, Industrial and Commercial Bank of China
(Asia) Limited, Shanghai Pudong Development Bank Co., Ltd.,
Hong Kong Branch, China CITIC Bank International Limited,
Mizuho Securities Asia Limited, KGI Asia Limited, Crédit
Agricole Corporate and Investment Bank and CTBC Bank Co.,
Ltd.
Macau . . . . . . . . . . . . . . . . . . . . .
the Macau Special Administrative Region of the People's
Republic of China
Mainland China . . . . . . . . . . . . .
the People's Republic of China (excluding Hong Kong, the
Macau and Taiwan)
MOF . . . . . . . . . . . . . . . . . . . . . .
Ministry of Finance of the PRC ( · 6 [ O · q 7 Ì A Å
)
mu. . . . . . . . . . . . . . . . . . . . . . . .
a unit of area (= 0.0667 hectares)
NPL . . . . . . . . . . . . . . . . . . . . . .
non-performing loan
NDRC . . . . . . . . . . . . . . . . . . . . .
the National Development and Reform Commission of the PRC
( 7 · ï · q · ' p 6
)
Party Committee . . . . . . . . . . . .
the organization of CPC established within the Bank
PBOC . . . . . . . . . . . . . . . . . . . . .
People's Bank of China ( · 7 [ O Õ
)
PBOC Document . . . . . . . . . . . .
the document issued by the PBOC on 20 December 2004 in
relation to the provision of loans by the PBOC in the event the
Bank experiences any liquidity shortfall, which is in effect as of
the date of issue of the Bonds
viii

PRC Government or
the
central
government
of
the
PRC
and
its
political
PRC government . . . . . . . . . .
subdivisions, including provincial, municipal and other regional
or local government entities, and instrumentalities thereof, or
where the context requires, any of them
Regulation S . . . . . . . . . . . . . . . .
Regulation S under the Securities Act
SAFE . . . . . . . . . . . . . . . . . . . . .
State Administration of Foreign Exchange of the PRC ( · 6 [
O · q 7 7 · . Ò M # ...
)
SAT . . . . . . . . . . . . . . . . . . . . . . .
State Administration of Taxation of the PRC ( · 6 [ O · q 7
7 · ü < ...
)
SFO. . . . . . . . . . . . . . . . . . . . . . .
the Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong) (as amended from time to time)
Securities Act . . . . . . . . . . . . . . .
the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder
Special Decree . . . . . . . . . . . . . .
the Special Decree of the State Council regarding the
establishment of the Bank (Guo Fa [1994] No. 25) ( 7 ë ë õ
\ · 7 5 8 ï · Õ Y · ]
( 7 ï [1994]25 î )) dated 19 April
1994, which is in effect as of the date of issue of the Bonds
State Council . . . . . . . . . . . . . . .
the PRC State Council ( · 6 [ O · q 7 7 ë
)
ix