Obligation Greenland Global Investments Ltd 9.125% ( XS1892382661 ) en USD

Greenland Global Investments Ltd

100 % ▲

Chine

XS1892382661 ( en USD )

9.125% par an ( paiement semestriel )

26/05/2020 - Obligation échue

Prospectus brochure de l'obligation Greenland Global Investment Ltd XS1892382661 en USD 9.125%, échue

200 000 USD

430 000 000 USD

Greenland Global Investment Ltd. est une société d'investissement basée aux îles Vierges britanniques, dont les activités et la structure de propriété restent largement opaques.

L'Obligation émise par Greenland Global Investments Ltd ( Chine ) , en USD, avec le code ISIN XS1892382661, paye un coupon de 9.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/05/2020

Pricing Supplement
APPLICATION HAS BEEN MADE TO THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "HONG
KONG STOCK EXCHANGE") FOR THE LISTING OF THE PROGRAMME BY WAY OF DEBT ISSUES TO
PROFESSIONAL INVESTORS (AS DEFINED IN CHAPTER 37 OF THE RULES GOVERNING THE LISTING
OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED AND IN THE SECURITIES AND
FUTURES ORDINANCE (CAP. 571) OF HONG KONG) (TOGETHER, ` PROFESSIONAL INVESTORS' )
ONLY DURING THE 12-MONTH PERIOD FROM 3 MAY 2018 ON THE HONG KONG STOCK EXCHANGE.
THIS PRICING SUPPLEMENT IS FOR DISTRIBUTION TO PROFESSIONAL INVESTORS ONLY.
INVESTORS SHOULD NOT PURCHASE THE NOTES IN THE PRIMARY OR SECONDARY MARKETS
UNLESS THEY ARE PROFESSIONAL INVESTORS AND UNDERSTAND THE RISKS INVOLVED. THE
NOTES ARE ONLY SUITABLE FOR PROFESSIONAL INVESTORS.
THE HONG KONG STOCK EXCHANGE HAS NOT REVIEWED THE CONTENTS OF THIS PRICING
SUPPLEMENT, OTHER THAN TO ENSURE THAT THE PRESCRIBED FORM DISCLAIMER AND
RESPONSIBILITY STATEMENTS, AND A STATEMENT LIMITING DISTRIBUTION OF THIS PRICING
SUPPLEMENT TO PROFESSIONAL INVESTORS ONLY HAVE BEEN REPRODUCED IN THIS PRICING
SUPPLEMENT. LISTING OF THE PROGRAMME AND THE NOTES ON THE HONG KONG STOCK
EXCHANGE IS NOT TO BE TAKEN AS AN INDICATION OF THE COMMERCIAL MERITS OR CREDIT
QUALITY OF THE PROGRAMME, THE NOTES OR THE ISSUER AND GUARANTOR, OR QUALITY OF
DISCLOSURE IN THIS PRICING SUPPLEMENT. HONG KONG EXCHANGES AND CLEARING LIMITED
AND THE HONG KONG STOCK EXCHANGE TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THIS
PRICING SUPPLEMENT, 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 PRICING
SUPPLEMENT.
THIS PRICING SUPPLEMENT, TOGETHER WITH THE OFFERING CIRCULAR DATED 3 MAY 2018
INCLUDES PARTICULARS GIVEN IN COMPLIANCE WITH THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE HONG KONG STOCK EXCHANGE FOR THE PURPOSE OF GIVING INFORMATION
WITH REGARD TO THE ISSUER, THE GUARANTOR, AND THE NOTES. EACH OF THE ISSUER AND THE
GUARANTOR ACCEPTS FULL RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION
CONTAINED IN THIS PRICING SUPPLEMENT 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 GUARANTOR HAS A LONG-TERM CORPORATE CREDIT RATING OF "BB" BY S&P GLOBAL
RATINGS, AN ISSUER RATING OF "BA1" BY MOODY'S INVESTORS SERVICE, AND A LONG-TERM
FOREIGN CURRENCY ISSUER DEFAULT RATING AND SENIOR UNSECURED RATING OF "BB-" BY
FITCH RATINGS LTD. A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES
AND MAY BE SUBJECT TO SUSPENSION, REDUCTION, REVISION OR WITHDRAWAL AT ANY TIME BY
THE ASSIGNING RATING AGENCY.
EACH OF THE ISSUER AND THE GUARANTOR IS A PRIVATE COMPANY, AND THEREFORE THERE IS
EVEN LESS PUBLICLY AVAILABLE INFORMATION ABOUT THE ISSUER AND THE GUARANTOR. IN
PARTICULAR, THEY ARE NOT REQUIRED TO PUBLISH PERIODIC FINANCIAL STATEMENTS. PLEASE
SEE "RISK FACTORS - THERE MAY BE LESS PUBLICLY AVAILABLE INFORMATION ABOUT US THAN
IS AVAILABLE IN CERTAIN OTHER JURISDICTIONS." IN THE OFFERING CIRCULAR.

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19 November 2018

Greenland Global Investment Limited
Issue of U.S.$200,000,000 9.125 per cent. Notes due 2020 (the "Notes")
under its U.S.$5,000,000,000
Guaranteed Medium Term Note Programme
guaranteed by Greenland Holding Group Company Limited
This document constitutes the Pricing Supplement relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions of the Notes (the "Conditions") set forth in the Of ering Circular dated 3 May 2018 (the
"Offering Circular"). This Pricing Supplement contains the final terms of the Notes and must be
read in conjunction with the Of ering Circular). Full information on the Issuer, the Guarantor and the
offer of the Notes is only available on the basis of the combination of this Pricing Supplement and
the Offering Circular.
1
1 (i) Issuer:

Greenland Global Investment Limited
(LEI: 549300RR3CIGB2A33O28)

(ii) Guarantor:

Greenland Holding Group Company
Limited
2
2 (i) Series Number:

13

(ii) Tranche Number:

1
3
Specified Currency or Currencies:

U.S. Dollars ("U.S.$")
4
Aggregate Nominal Amount:

(i)
Series:

U.S.$200,000,000

(ii) Tranche:

U.S.$200,000,000
5
(i)
Issue Price:

99.829 per cent. of the Aggregate
Nominal Amount

(ii) Gross proceeds:

U.S.$199,658,000
6
(i)
Specified Denominations:

U.S.$200,000 and integral multiples of
U.S.$1,000 in excess thereof

(ii) Calculation Amount:

U.S.$1,000
7
(i)
Issue Date:

27 November 2018

(ii) Interest Commencement Date:

Issue Date
8
Maturity Date:

27 May 2020
9
Interest Basis:

9.125 per cent. Fixed Rate
(further particulars specified below)
10
Redemption/Payment Basis:

Redemption at par
11
Change of Interest Basis or

Not Applicable
Redemption/Payment Basis:
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12
Put/Call Options:

Redemption on Relevant Events as
specified in Condition 6(e) applies
13
Date of NDRC pre-issuance registration

16 April 2018
14
Date of Board approval for issuance of

Issuer's resolutions: 29 August 2014
Notes and Guarantee obtained
Guarantor's resolutions: 29 August 2014
and 27 April 2018
15
Listing:

To be listed on the Hong Kong Stock
Exchange
Listing of the Notes is expected to be
effective on or about 28 November 2018
16
Method of distribution:

Syndicated
Provisions Relating to Interest (if any) Payable
17
Fixed Rate Note Provisions

Applicable

(i)
Rate of Interest:

9.125 per cent. per annum payable semi-
annually in arrear

(ii) Interest Payment Date(s):

27 May 2019, 27 November 2019 and 27
May 2020

(iii) Fixed Coupon Amount(s):

U.S.$45.625 per Calculation Amount
(Applicable to Notes in definitive form)

(iv) Broken Amount(s):

Not Applicable
(Applicable to Notes in definitive form)

(v) Day Count Fraction:

30/360

(vi) Determination Date(s):

Not Applicable

(vii) Other terms relating to the method
None
of calculating interest for Fixed Rate
Notes:
18
Floating Rate Note Provisions

Not Applicable
19
Zero Coupon Note Provisions

Not Applicable
20
Index Linked Interest Note Provisions

Not Applicable
21
Dual Currency Interest Note Provisions

Not Applicable
Provisions Relating to Redemption
22
Issuer Call Option:

Not Applicable
23
Investor Put Option:

Not Applicable
24
Final Redemption Amount:

U.S.$1,000 per Calculation Amount
25
Early Redemption Amount payable on

U.S.$1,000 per Calculation Amount
redemption for taxation reasons or on
event of default and/or the method of
calculating the same (if required or if
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different from that set out in the
Conditions):
General Provisions Applicable to the Notes
26
Form of Notes:

Registered Notes:
Global Certificate exchangeable for
Individual Note Certificates in the limited
circumstances described in the Global
Certificate
27
Additional Financial Centre(s) or other

Not Applicable
special provisions relating to Payment
Dates:
28
Talons for future Coupons or Receipts to
No
be attached to Definitive Bearer Notes
(and dates on which such Talons
mature):
29
Details relating to Partly Paid Notes:

Not Applicable
amount of each payment comprising the
Issue Price and date on which each
payment is to be made and
consequences of failure to pay,
including any right of the Issuer to forfeit
the Notes and interest due on late
payment:
30
Details relating to Instalment Notes:

(i)
Instalment Amount(s):
Not Applicable
(ii) Instalment Date(s):
Not Applicable
31
Redenomination applicable:

Redenomination not applicable
32
Other terms or special conditions:

Refer to the Appendix
Distribution
33
If syndicated, names and addresses of
BOCI Asia Limited
Managers:

26/F, Bank of China Tower
1 Garden Road

Central

Hong Kong

China CITIC Bank International Limited
80/F, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong

Haitong International Securities
Company Limited
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8/F, Li Po Chun Chambers
189 Des Voeux Road Central
Hong Kong

CEB International Capital Corporation
Limited
22/F, AIA Central
No. 1 Connaught Road
Central
Hong Kong

Orient Securities (Hong Kong) Limited
28-29/F
100 Queen's Road Central
Central
Hong Kong

Founder Securities (Hong Kong) Capital
Company Limited
Suites 1710-1719, Jardine House
1 Connaught Place
Central
Hong Kong

(together, the "Managers")

34
Date of Subscription Agreement

19 November 2018
35
Stabilising Manager(s) (if any):

BOCI Asia Limited

36
If non-syndicated, name of relevant

Not Applicable
Dealer:
37
U.S. Sel ing Restrictions:

Reg. S Category 1; TEFRA not
applicable
38
Prohibition of Sales to EEA Retail

Not Applicable
Investors
39
Additional sel ing restrictions

Not Applicable
40
Private Bank Rebate

The Issuer and the Guarantor have
agreed with the Managers that the Issuer
wil pay a commission to certain private
banks in connection with the distribution
of the Notes to their clients. This
commission wil be based on the nominal
amount of the Notes distributed, and may
be deducted from the purchase price for
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the Notes payable by such private banks
upon settlement.
Operational Information
41
Any clearing system(s) other than

Not Applicable
Euroclear or Clearstream and the
relevant identification number(s):
42
Delivery:

Delivery against payment
43
Additional Paying Agent(s) (if any):

Not Applicable
44
ISIN

XS1892382661

Common Code

189238266
45
Ratings

The Notes are expected to be rated "Ba2"
by Moody's Investors Service
Financial Highlights of the Guarantor for the Nine Months Ended 30 September
2018
The Guarantor has published its consolidated financial information as at and for nine months ended
30 September 2018 (the "2018 Third Quarter Financial Information"), which is available on the
website of www.chinamoney.com.cn, which is managed by China Foreign Exchange Trade System,
an institution under the purview of the PBOC. With the continued growth in the PRC real estate
market and the implementation of its business diversification strategy, the Guarantor has achieved
increases in its total revenue and net profit for the nine months ended 30 September 2018 compared
to the corresponding period in 2017. The 2018 Third Quarter Financial Information is not included in
and does not form a part of this Pricing Supplement nor the Offering Circular.
The 2018 Third Quarter Financial Information have not been audited or reviewed by the Guarantor's
independent accountants or any other independent accountants and may be subject to adjustments
if audited or reviewed. Such financial information should not be relied upon to provide the same
quality of information associated with information that has been subject to an audit or a review, nor
should it be taken as an indication of the Guarantor's or the Group's future results of operations and
performance. Consequently, potential investors must exercise caution when using such data to
evaluate the Guarantor's or the Group's financial condition and results of operations.
Ratings
As at the date of this Pricing Supplement, S&P and Moody's have both changed to stable from
negative the outlook on the ratings of the Guarantor. A rating is not a recommendation to buy, sel
or hold securities and may be subject to suspension, reduction, revision or withdrawal at any time.
Listing Application
This Pricing Supplement comprises the final terms required for the issue of Notes described herein
pursuant to the U.S.$5,000,000,000 Guaranteed Medium Term Note Programme of Greenland
Global Investment Limited guaranteed by Greenland Holding Group Company Limited.
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Classification of Notes
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 the classification of the Notes, and
hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are
prescribed capital markets products (as defined in the CMP Regulations 2018) and are 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).
Responsibility
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this
Pricing Supplement.
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APPENDIX
SPECIAL CONDITIONS
Set out below are the special conditions ("Special Conditions") referred to in item 32 (Other terms
or special conditions) of this Pricing Supplement. These Special Conditions are applicable only to
the Series of Notes governed by this Pricing Supplement.
1.
Condition 4 (Covenants) shal be amended and renumbered to include the following
provision:
"(c) Notification to NDRC: Each of the Issuer and the Guarantor undertakes that it wil within
10 PRC Business Days after the Issue Date file or cause to be filed with the NDRC the
requisite information and documents in accordance with the Circular on Promoting the
Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings
and Registrations ((
[2015] 2044 )) issued by the NDRC and effective from 14 September 2015 and any
implementation rules as issued by the NDRC from time to time (the "NDRC Post-issue
Filing").
In this Condition 4:
"NDRC" means the National Development and Reform Commission of the PRC or its local
counterparts; and
"PRC Business Day" means a day (other than a Saturday, Sunday or public holiday) on
which commercial banks are general y open for business in the PRC."
2.
Condition 7(e) (Payments Appointment of Agents) shal be deleted and replaced with the
following:
"(e) Appointment of Agents: The Issuing and Paying Agent, the CMU Lodging and Paying
Agent, the other Paying Agents, the Registrar, the other Transfer Agents and the Calculation
Agent initial y appointed by the Issuer and their respective specified offices are listed below.
The Issuing and Paying Agent, the CMU Lodging and Paying Agent, the Paying Agents, the
Registrar, the Transfer Agents and the Calculation Agent act solely as agents of the Issuer
and do not assume any obligation or relationship of agency or trust for or with any Noteholder
or Couponholder. The Issuer reserves the right at any time with the approval of the Trustee
to vary or terminate the appointment of the Issuing and Paying Agent, the CMU Lodging and
Paying Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation
Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that
the Issuer shal at all times maintain (i) an Issuing and Paying Agent, (i ) a Registrar in relation
to Registered Notes, (i i) a Transfer Agent in relation to Registered Notes, (iv) a CMU Lodging
and Paying Agent in relation to Notes accepted for clearance through the CMU, (v) one or
more Calculation Agent(s) where the Conditions so require and (vi) such other agents as
may be required by any other stock exchange on which the Notes may be listed in each
case, as approved by the Trustee.
In addition, the Issuer may appoint a Paying Agent in New York City in respect of any Bearer
Notes denominated in U.S. dol ars in the circumstances described in Condition 7(c) above.
Notice of any such change or any change of any specified office shal promptly be given by
the Issuer to the Noteholders in accordance with Condition 16."
3.
Condition 8(d) (Taxation Payment to individuals) shal be deleted.
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