Obligation Asia Infrastructure Bank 5.35% ( XS2349510250 ) en ZAR

Asia Infrastructure Bank

100 % ▲

Chine

XS2349510250 ( en ZAR )

5.35% par an ( paiement annuel )

05/06/2023 - Obligation échue

Prospectus brochure de l'obligation Asian Infrastructure Investment Bank (AIIB) XS2349510250 en ZAR 5.35%, échue

2 000 000 ZAR

500 000 000 ZAR

La Banque asiatique d'investissement dans les infrastructures (AIIB) est une banque multilatérale de développement créée en 2016 pour financer des projets d'infrastructure en Asie et au-delà, visant à améliorer la connectivité et le développement économique régional.

L'Obligation émise par Asia Infrastructure Bank ( Chine ) , en ZAR, avec le code ISIN XS2349510250, paye un coupon de 5.35% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/06/2023

BASE PROSPECTUS

ASIAN INFRASTRUCTURE INVESTMENT BANK
Global Medium Term Note Programme
Under the global medium term note programme described herein (the "Programme"), Asian Infrastructure Investment Bank (the "Issuer", "AIIB" or
the "Bank"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes"). Notes will be sold
through one or more Dealers (as defined under "Subscription and Sale" below) appointed by the Issuer or directly by the Issuer itself.
Application has been made for Notes issued under the Programme to be admitted to the official list (the "Official List") of the Luxembourg Stock
Exchange (the "Stock Exchange") and to trading on the regulated market of the Stock Exchange. Unless the context otherwise requires, references in
this base prospectus (this "Base Prospectus") to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the
Official List and admitted to trading on the Stock Exchange's regulated market. The Programme provides that Notes may be listed on such other or further
stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s) in relation to each issue. Unlisted Notes may also be issued pursuant
to the Programme. The applicable Pricing Supplement (as defined below) in respect of the issue of any Notes will specify whether and on which exchange
such Notes will be listed or whether such Notes will be unlisted.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other terms and
conditions not contained herein as well as any information which is applicable to each Tranche (as defined below) of Notes will be set out in a pricing
supplement (the "Pricing Supplement") which, with respect to Notes to be listed on the Stock Exchange, will be filed with the Stock Exchange. Copies
of Pricing Supplements in relation to Notes to be listed on the Stock Exchange will also be published on the website of the Stock Exchange
(www.bourse.lu).
Notes of any particular issue will be in bearer form ("Bearer Notes") or registered form ("Registered Notes"), as specified in the applicable Pricing
Supplement. Notes will be issued in the denomination(s) specified in the applicable Pricing Supplement.
Each tranche (a "Tranche") of Bearer Notes will initially be in the form of either a temporary global note (the "Temporary Global Note") or a permanent
global note (the "Permanent Global Note") in each case as specified in the relevant Pricing Supplement. Each Temporary Global Note or, as the case
may be, Permanent Global Note (each a "Bearer Global Note") may be issued in new global note ("NGN") form if they are intended to be eligible
collateral for Eurosystem monetary policy, or otherwise in classic global note ("CGN") form, as specified in the relevant Pricing Supplement. Each
Bearer Global Note which is issued in CGN form will be deposited on or around the issue date of the relevant Tranche of the Notes with a depositary or
a common depositary for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or any other
relevant clearing system and each Bearer Global Note which is issued in NGN form will be deposited on or around the issue date of the relevant Tranche
of the Notes with a common safekeeper for Euroclear and/or Clearstream, Luxembourg.
Each Tranche of Registered Notes will initially be represented by a registered global note ("Registered Global Note") and will either be: (a) in the case
of a Registered Global Note which is not to be held under the new safekeeping structure ("NSS") with a view to being considered as eligible collateral
for Eurosystem monetary policy, registered in the name of a common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or
any other relevant clearing system and the relevant Registered Global Note will be deposited on or about the issue date with the common depositary
and/or deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company ("DTC"); or (b) in the case of a
Registered Global Note to be held under the NSS with a view to being considered as eligible collateral for Eurosystem monetary policy, be registered in
the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the
relevant Registered Global Note will be deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg.
The Notes 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 or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements
and may not be offered, sold or delivered within the United States or its possessions or to a United States person except in certain transactions permitted
by U.S. Treasury regulations. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered except in certain transactions exempt
from the registration requirements of the Securities Act. The Notes may be offered and sold (a) in bearer form or registered form outside the United
States in reliance on Regulation S under the Securities Act ("Regulation S") and (b) in registered form, and, in certain transactions permitted by U.S.
Treasury regulations, in bearer form within the United States to persons who are "qualified institutional buyers" ("QIBs") in reliance on Rule 144A under
the Securities Act ("Rule 144A"). Prospective purchasers who are QIBs are hereby notified that sellers of the Notes may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The Programme has been rated, and the Notes are, on issue, expected to be rated Aaa by Moody's Investors Service Singapore Pte. Ltd. ("Moody's") and
AAA by S&P Global Ratings Hong Kong Limited ("S&P"). Moody's and S&P are not established in the European Union and have not applied for
registration under Regulation (EC) No. 1060/2009 (as amended, including by Regulation (EU) 462/2013) (the "CRA Regulation"). The ratings have
been endorsed by Moody's Deutschland GmbH ("Moody's Deutschland") and S&P Global Ratings Europe Limited ("S&P Europe"), respectively, in
accordance with the CRA Regulation. Each of Moody's Deutschland and S&P Europe is established in the European Union and is registered under the
CRA Regulation. As such, each of Moody's Deutschland and S&P Europe is included in the list of credit rating agencies published by the European
Securities and Markets Authority on its website in accordance with the CRA Regulation.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time
by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its
obligations under the Notes are discussed under "Risk Factors" below.
Arrangers
BofA Securities
Barclays
Goldman Sachs International
HSBC
Dealers
BofA Securities
Barclays
Goldman Sachs International
HSBC

This date of this Base Prospectus is 18 December 2019

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Pricing
Supplement for each Tranche of Notes issued under the Programme and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Base Prospectus and the
Pricing Supplement for each Tranche of Notes issued under the Programme is, to the best of its knowledge,
in accordance with the facts and makes no omission likely to affect its import.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes"
(the "Conditions") as amended and/or supplemented by the relevant Pricing Supplement or in a separate
prospectus specific to such Tranche (the "Drawdown Prospectus").
This Base Prospectus must be read and construed together with any supplements hereto and with any
information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject
of a Pricing Supplement, must be read and construed together with the relevant Pricing Supplement. In the
case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base
Prospectus to information being specified or identified in the relevant Pricing Supplement shall be read and
construed as a reference to such information being specified or identified in the relevant Drawdown
Prospectus unless the context requires otherwise.
The Issuer has confirmed to the Dealers that this Base Prospectus contains all information which is (in the
context of the Programme and the issue, offering and sale of the Notes) material (including all such
information as is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profits and losses of the Issuer and of the rights attaching to the Notes); and that any
opinions, predictions or intentions expressed herein are honestly held or made.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer and, if given or made, such information or representation should
not be relied upon as having been authorised by the Issuer or any Dealer.
None of the Dealers have separately verified the information contained in this Base Prospectus. To the
fullest extent permitted by law, neither the Dealers nor any of their respective affiliates have authorised the
whole or any part of this Base Prospectus and none of them makes any representation or warranty, express
or implied, or accepts any responsibility as to the accuracy or completeness of the information contained in
this Base Prospectus or for any other statement, made or purported to be made by a Dealer or on its behalf
in connection with the Issuer or the issue and offering of the Notes. Each Dealer accordingly disclaims all
and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect
of this Base Prospectus or any such statement. Neither the delivery of this Base Prospectus or any Pricing
Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication
that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that there has been no
adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial
or trading position of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus
has been most recently amended or supplemented or that any other information supplied in connection with
the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same. None of the Dealers undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus
nor to advise any investor or potential investor in the Notes of any information coming to the attention of
any of the Dealers.
The distribution of this Base Prospectus and any Pricing Supplement and the offering, sale and delivery of
the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Pricing Supplement comes are required by the Issuer and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of the Notes and on the distribution of this Base Prospectus or any Pricing Supplement
and other offering material relating to the Notes, see "Subscription and Sale". In particular, the Notes have
not been and will not be registered under the Securities Act and Bearer Notes are subject to United States
tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or, in the case of
Bearer Notes, delivered within the United States.

- i -

Neither this Base Prospectus nor any Pricing Supplement constitutes an offer or an invitation to subscribe
for or purchase any Notes and should not be considered a recommendation by the Issuer, the Dealers or any
of them that any recipient of this Base Prospectus or any Pricing Supplement should subscribe for or
purchase any Notes. Each recipient of this Base Prospectus or any Pricing Supplement shall be taken to
have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
In this Base Prospectus, unless otherwise specified, references to "EUR" and "Euro" are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union, and as
defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the Euro,
as amended, references to "£" or "Sterling" are to the lawful currency of the United Kingdom, references
to "U.S.$" or "U.S. dollars" are to the lawful currency of the United States of America and references to
"Renminbi", "RMB" or "CNY" are to the lawful currency of the People's Republic of China ("China"),
excluding in Hong Kong, China, Macau, China and Taiwan, China.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended, "MiFID II")
product governance / target market A determination will be made in relation to each issue of Notes as
to whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593
(the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise none of the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
The Pricing Supplement in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
AIIB does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID
II.
IMPORTANT NOTICE TO INVESTORS IN BELGIUM
If the 'Prohibition of Sales to Belgian Consumers' is specified as applicable in the applicable Pricing
Supplement, the Notes are not intended to be offered, sold or resold, transferred or delivered or otherwise
made available to and should not be offered, sold or resold, transferred or delivered or otherwise made
available to any individual in Belgium qualifying as a consumer (consumment/consommateur) within the
meaning of Article I.1 of the Belgian Code of Economic Law (Wetboek van economisch recht / Code de
droit économique), as amended from time to time.
BENCHMARKS REGULATION
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(as amended or superseded) (the "Benchmarks Regulation"). If any such reference rate does constitute
such a benchmark, the Pricing Supplement will indicate whether or not the benchmark is provided by an
administrator included in the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority pursuant to Article 36 (Register of administrators and
benchmarks) of the Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation may
have the result that the administrator of a particular benchmark is not required to appear in the register of
administrators and benchmarks at the date of the Pricing Supplement. The registration status of any
administrator under the Benchmarks Regulation is a matter of public record and, save where required by
applicable law, the Issuer does not intend to update the applicable Pricing Supplement to reflect any change
in the registration status of the administrator.

- ii -

Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the rating(s) of the Programme described above or the
rating(s) assigned to the Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s)
will be specified in the relevant Pricing Supplement. Whether or not each credit rating applied for in relation
to a relevant Tranche of Notes will be (1) issued by a credit rating agency established in the European
Economic Area ("EEA") and registered under the CRA Regulation, or (2) issued by a credit rating agency
which is not established in the EEA but will be endorsed by a credit rating agency which is established in
the EEA and registered under the CRA Regulation or (3) issued by a credit rating agency which is not
established in the EEA but which is certified under the CRA Regulation, will be disclosed in the Pricing
Supplement. A list of rating agencies registered under the CRA Regulation can be found at
http://www.esma.europa.eu. A rating is not a recommendation to buy or sell or hold the Notes and may be
subject to suspension, change or withdrawal by the assigning rating agency.
The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States,
nor have the foregoing authorities approved this Base Prospectus or confirmed the accuracy or
determined the adequacy of the information contained in this Base Prospectus. Any representation
to the contrary is unlawful.
Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore:
Unless otherwise stated in the Pricing Supplement in respect of any Notes, all Notes issued or to be issued
under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures
(Capital Markets Products) 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).
Certain of the Dealers and their respective affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform other services for, the
Issuer or any of its affiliates in the ordinary course of business.
No comment is made, and no advice is given by the Issuer or any Dealer in respect of taxation matters
relating to the Notes and each investor is advised to consult its own professional adviser(s).
The distribution of this Base Prospectus and any offering or sale of the Notes is not a waiver,
renunciation or other modification by the Issuer or by any of its Governors, Directors, Alternate
Governors, Alternate Directors, the President, Vice-Presidents and other officers or employees of
any of the rights, status, immunities, privileges or exemptions conferred upon any of them by the
Issuer's articles of agreement (the "Articles of Agreement"), all of the Issuer's basic documents, any
applicable law or international practice, all of which are hereby expressly reserved.
THE NOTES ARE NOT OBLIGATIONS OF ANY GOVERNMENT.
STABILISATION
In connection with the issue of any Tranche of Notes, a Dealer or Dealers (if any) acting as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s))
may over allot the Notes or effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, stabilisation may not occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later
than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date
of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) in
accordance with all applicable laws and rules.
NOTICE TO U.S. INVESTORS
This Base Prospectus may be submitted on a confidential basis in the United States to a limited number of
QIBs for informational use solely in connection with the consideration of the purchase of certain Notes
which may be issued under the Programme. Its use for any other purpose in the United States is not

- iii -

authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its
contents disclosed to anyone other than the prospective investors to whom it is originally submitted.
Any Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by
the U.S. Internal Revenue Code of 1986 and the Treasury regulations promulgated thereunder (the "Code").
Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act in reliance on Rule 144A or any other applicable exemption. Each U.S.
purchaser of Registered Notes is hereby notified that the offer and sale of any Registered Notes to it may
be being made in reliance upon the exemption from the registration requirements of Section 5 of the
Securities Act provided by Rule 144A.
Each purchaser or holder of Notes represented by a Restricted Registered Global Note (as defined below)
or any Notes issued in registered form in exchange or substitution therefor (together "Legended Notes")
will be deemed, by its acceptance or purchase of any such Legended Notes, to have made certain
representations and agreements intended to restrict the resale or other transfer of such Notes as set out in
"Subscription and Sale" and "Forms of the Notes and Transfer Restrictions Relating to U.S. Sales".
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resale or other transfers of Notes that are
"restricted securities" (as defined in Rule 144(a)(3) of the Securities Act), the Issuer will furnish, upon the
request of a holder of such Notes or of a beneficial owner of an interest therein, to such holder or beneficial
owner or to a prospective purchaser designated by such holder or beneficial owner, the information required
to be delivered under Rule 144A(d)(4) under the Securities Act and will otherwise comply with the
requirements of Rule 144A(d)(4) under the Securities Act, if, at the time of such request, any of the relevant
Notes remain outstanding as "restricted securities" within the meaning of Rule 144(a)(3) of the Securities
Act and the Issuer is not subject to Section 13 or Section 15(d) of the United States Securities Exchange
Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b)
under the Exchange Act.
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes "forward-looking statements". All statements other than statements of
historical facts included in this Base Prospectus, including, without limitation, those regarding the Issuer's
financial position, strategy, plans and objectives for future operations, are forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Issuer to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the Issuer's present and future
strategies and the environment in which the Issuer will operate in the future. Among the important factors
that could cause the Issuer's actual results, performance or achievements to differ materially from those in
the forward-looking statements include, among others, macro-economic conditions and non-performance
by borrowers. Additional factors that could cause actual results, performance or achievements to differ
materially include, but are not limited to, those discussed under "Risk Factors". These forward-looking
statements speak only as of the date of this Base Prospectus. The Issuer expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statement contained
herein to reflect any change in the Issuer's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

- iv -

CONTENTS

Page
SUPPLEMENT TO BASE PROSPECTUS ................................................................................................. 1
PRICING SUPPLEMENT AND DRAWDOWN PROSPECTUS ............................................................... 1
OVERVIEW ................................................................................................................................................. 2
RISK FACTORS .......................................................................................................................................... 7
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 15
USE OF PROCEEDS ................................................................................................................................. 16
DESCRIPTION OF THE ISSUER............................................................................................................. 17
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 22
FORM OF PRICING SUPPLEMENT ....................................................................................................... 62
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 73
FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES .............. 75
TAXATION ............................................................................................................................................... 86
SUBSCRIPTION AND SALE ................................................................................................................... 87
GENERAL INFORMATION .................................................................................................................... 90

SUPPLEMENT TO BASE PROSPECTUS
The Issuer has given an undertaking to the Dealers that, unless the Issuer has notified the Dealers in writing
that it does not intend to issue Notes under the Programme for the time being, in the event that a material
new factor, mistake or inaccuracy relating to the information included in this Base Prospectus arises or is
noted which is capable of affecting the assessment by prospective investors of any Notes which may be
issued under the Programme, the Issuer shall update or amend the Base Prospectus by the publication of a
supplement thereto or a new base prospectus and shall deliver to the Dealers, without charge, from time to
time such number of copies of such supplement hereto or new base prospectus as such Dealer may
reasonably request.
PRICING SUPPLEMENT AND DRAWDOWN PROSPECTUS
In the following paragraphs, the expression "necessary information" means, in relation to any Tranche of
Notes, the information necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the
Notes. In relation to the different types of Notes which may be issued under the Programme, the Issuer has
endeavoured to include in this Base Prospectus all of the necessary information except for information
relating to the Notes which is not known at the date of this Base Prospectus and which can only be
determined at the time of an individual issue of a Tranche of Notes.
Any information relating to the Notes which is not included in this Base Prospectus and which is required
in order to complete the necessary information in relation to a Tranche of Notes will be contained in the
relevant Pricing Supplement or in a Drawdown Prospectus.
For a Tranche of Notes which is the subject of a Pricing Supplement, that Pricing Supplement will, for the
purposes of that Tranche only, complete and/or amend this Base Prospectus and must be read in conjunction
with this Base Prospectus. The terms and conditions applicable to any particular Tranche of Notes which
is the subject of a Pricing Supplement are the Conditions described in the relevant Pricing Supplement as
amended and/or supplemented to the extent described in the relevant Pricing Supplement.
The terms and conditions applicable to any particular Tranche of Notes which is the subject of a Drawdown
Prospectus will be the Conditions as amended and/or supplemented to the extent described in the relevant
Drawdown Prospectus. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus,
each reference in this Base Prospectus to information being specified or identified in the relevant Pricing
Supplement shall be read and construed as a reference to such information being specified or identified in
the relevant Drawdown Prospectus unless the context requires otherwise.
Each Drawdown Prospectus will be constituted either: (1) by a single document containing the necessary
information relating to the Issuer and the relevant Notes; or (2) by an offering document containing the
necessary information relating to the Issuer, a securities note containing the necessary information relating
to the relevant Notes and, if necessary, a summary note.

- 1 -

OVERVIEW
The following general description of the Programme does not purport to be complete and is taken from,
and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the Conditions
of any particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in
the "Terms and Conditions of the Notes" below or elsewhere in this Base Prospectus have the same
meanings in this overview of the Programme.
Issuer:
Asian Infrastructure Investment Bank.
AIIB is a multilateral development bank with a mission to (i) foster
sustainable economic development, create wealth and improve
infrastructure connectivity in Asia by investing in infrastructure and
other productive sectors and (ii) promote regional cooperation and
partnership in addressing development challenges by working in
close collaboration with other multilateral and bilateral development
institutions. For a further description of the Issuer, see "Description
of the Issuer".
Risk Factors:
Investing in the Notes issued under the Programme involves certain
risks. The principal risk factors that may affect the abilities of the
Issuer to fulfil its obligations under the Notes are discussed under
"Risk Factors" below.
Arrangers:
Barclays Bank PLC, Goldman Sachs International, HSBC Bank plc
and Merrill Lynch International.
Dealers:
Barclays Bank PLC, Goldman Sachs International, HSBC Bank plc
and Merrill Lynch International, and any other Dealer appointed from
time to time by the Issuer either generally in respect of the Programme
or in relation to a particular Tranche of Notes only.
Fiscal Agent and Paying
Citibank, N.A., London Branch.
Agent:
Registrar and Transfer Agent:
Citibank, N.A., London Branch.
Luxembourg Listing Agent:
Banque Internationale à Luxembourg, société anonyme.
Listing and Trading:
Application has been made to the Stock Exchange for Notes issued
under the Programme to be admitted to the Official List of the Stock
Exchange and to trading on its regulated market.
The Programme also permits Notes to be issued on the basis that they
will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system or to be
admitted to listing, trading and/or quotation by such other or further
competent authorities, stock exchanges and/or quotation systems as
may be agreed with the Issuer.
The applicable Pricing Supplement will state whether or not the
relevant Notes are to be listed and/or admitted to trading and, if so, on
which stock exchanges and/or markets.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or DTC and/or, in
relation to any Tranche of Notes, any other clearing system as may be
agreed between the Issuer, the Fiscal Agent and the relevant Dealer
and as specified in the relevant Pricing Supplement.
Issuance in Series:
The Notes will be issued in series (each, a "Series"). Each Series may
comprise one or more Tranches issued on different issue dates.
Tranches of the same Series of Notes will all be subject to identical

- 2 -

terms, except that the issue date and the amount of the first payment
of interest may be different in respect of different Tranches. The
Notes of each Tranche will all be subject to identical terms in all
respects save that a Tranche may comprise Notes of different
denominations.
Pricing Supplement or
Each Tranche of Notes will be issued on the terms set out in the
Drawdown Prospectus
Conditions as amended and/or supplemented by the relevant Pricing
Supplement or Drawdown Prospectus.
Forms of Notes:
The Notes may be issued in bearer form or in registered form.

Bearer Notes
Each Tranche of Bearer Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case as
specified in the relevant Pricing Supplement. Each Bearer Global
Note which is intended to be issued in CGN form, as specified in the
relevant Pricing Supplement, will be deposited on or around the
relevant issue date with a depositary or a common depositary for
Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system and each Bearer Global Note which is intended to be
issued in NGN form, as specified in the relevant Pricing Supplement,
will be deposited on or around the relevant issue date with a common
safekeeper for Euroclear and/or Clearstream, Luxembourg.
Each Temporary Global Note will be exchangeable for a Permanent
Global Note or, if so specified in the relevant Pricing Supplement, for
Definitive Notes (as defined below). If TEFRA D (as defined below)
is specified in the relevant Pricing Supplement as applicable,
certification as to non-U.S. beneficial ownership will be a condition
precedent to any exchange of an interest in a Temporary Global Note
or receipt of any payment of interest in respect of a Temporary Global
Note.
Each Permanent Global Note will be exchangeable for Definitive
Notes in accordance with its terms. Definitive Notes will, if interest-
bearing, have interest coupons (the "Coupons") attached and, if
appropriate, a talon for further Coupons (a "Talon").

Registered Notes
Notes in registered form which are offered in offshore transactions in
reliance on Regulation S will be represented by interests in a
registered global note certificate (the "Unrestricted Registered
Global Note") deposited with a common depositary or, in the case of
Unrestricted Registered Global Notes to be held under the NSS, a
common safekeeper for Euroclear and Clearstream, Luxembourg, and
registered in the name of a nominee of the common safekeeper, on or
about the date of issue of the relevant Tranche.
Notes which are offered and sold to QIBs in reliance on Rule 144A
or another applicable exemption from registration under the
Securities Act will be represented by interests in a registered global
note certificate (the "Restricted Registered Global Note"),
deposited with a custodian for and registered in the name of a nominee
of DTC on or about the date of issue of the relevant Tranche. Interests
in the Restricted Registered Global Notes will be shown on, and
transfers thereof will be effected only through, records maintained by

- 3 -

DTC and its direct and indirect participants, including depositaries for
Euroclear and Clearstream, Luxembourg (as applicable).
Individual note certificates ("Individual Note Certificates")
evidencing holdings of Notes will only be available in certain limited
circumstances. See "Forms of the Notes and Transfer Restrictions
Relating to U.S. Sales" below.
Currencies:
The Notes may be denominated in any currency or currencies,
including, without limitation, Euro, Sterling, Renminbi and United
States Dollars, subject to compliance with all applicable legal and/or
regulatory requirements. Payments in respect of Notes may, subject
to such compliance, be made in and/or linked to, any currency or
currencies other than the currency in which such Notes are
denominated.
Terms applicable to dual currency Notes will be specified in the
relevant Pricing Supplement.
Status of the Notes:
The Issuer's obligations under the Notes will rank at least pari passu
with all present and future unsecured and unsubordinated obligations
of the Issuer other than obligations mandatorily preferred by law
applying generally. Notes will not be obligations of any government.
Issue Price:
The Notes may be issued at any price as specified in the relevant
Pricing Supplement. The price and amount of the Notes to be issued
under the Programme will be determined by the Issuer and the
relevant Dealer(s) at the time of issue.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Dealer(s), subject to such minimum or maximum maturities as may
be allowed or required from time to time by any laws, policies or
regulations applicable to the Issuer or the relevant currency.

Where Notes have a maturity of less than one year and either (a) the
issue proceeds are received by the Issuer in the United Kingdom or
(b) the activity of issuing the Notes is carried on from an
establishment maintained by the Issuer in the United Kingdom, such
Notes must: (i) have a minimum redemption value of £100,000 (or its
equivalent in other currencies) and be issued only 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
purposes of their businesses; or (ii) be issued in other circumstances
which do not constitute a contravention of Section 19 of the FSMA
by the Issuer.
Redemption:
The Notes may be redeemable at par or at such other Redemption
Amount as may be specified in the Conditions or relevant Pricing
Supplement.
Optional Redemption:
If so specified in the Pricing Supplement, the Notes may be redeemed
prior to their stated maturity at the option of the Issuer in accordance
with Condition 9(c) (Redemption at the option of the Issuer) and/or
the Noteholders in accordance with Condition 9(d) (Redemption at
the option of Noteholders), or as otherwise specified in the relevant
Pricing Supplement.

- 4 -

Document Outline

#2">IMPORTANT NOTICES
#4">STABILISATION
#4">NOTICE TO U.S. INVESTORS
#5">AVAILABLE INFORMATION
#5">FORWARD-LOOKING STATEMENTS
#7">Supplement to Base Prospectus
#7">Pricing Supplement and Drawdown Prospectus
#8">Overview
#13">Risk Factors
#13">Risks related to the Notes
#13">The Notes may be redeemed prior to maturity
#13">Fixed/Floating Rate Notes
#13">Calculation Agent
#13">Notes issued at a substantial discount or premium
#13">Future discontinuance of LIBOR may adversely affect the value of Notes which reference LIBOR
#14">The market continues to develop in relation to SONIA and SOFR as reference rates for Floating Rate Notes
#15">The interest rate in respect of the Notes may be determined on the basis of STR which is a backwards-looking, compounded risk-free overnight rate
#17">The Notes may not be a suitable investment for all investors
#17">Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
- #17">(a) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Base Prospectus or any appli...
- #17">(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;
- #17">(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments...
- #17">(d) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and
- #17">(e) 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.
#17">Payments under the Notes may be subject to U.S. withholding under the Foreign Account Tax Compliance Act ("FATCA")
#17">Investors will have to rely on the procedures of DTC, Euroclear and Clearstream, Luxembourg
#18">Modification, waiver and substitution
#18">Change of law
#18">Denominations
#18">There may not be an active trading market for the Notes
#18">Exchange rate risks and exchange controls
#19">Fixed Rate Notes are subject to interest rate risks
#19">A Holder of a Floating Rate Note is exposed to the risk of fluctuating interest rate levels and uncertain interest income
#19">Credit ratings may not reflect all risks
#19">Legal investment considerations may restrict certain investments
#19">Dual Currency Notes
#19">Risks related to Notes denominated in Renminbi
#19">Renminbi is not freely convertible and there are restrictions on the cross-border remittance of Renminbi
#20">Investment in Renminbi Notes is subject to exchange rate risks
#20">Investment in Renminbi Notes is subject to currency risk
#20">Investment in Renminbi Notes is subject to interest rate risks
#20">Gains on the transfer of Renminbi Notes may become subject to income taxes under China's tax laws
#21">Information Incorporated by Reference
#21">The following documents shall be deemed to be incorporated in, and form part of, this Base Prospectus:
- #21">(a) the most recently available unaudited condensed interim financial statements of the Issuer (as published on its website at www.aiib.org from time to time) beginning with such condensed interim financial statements as at and for the period ended 30...
- #21">(b) the most recently available audited annual financial statements of the Issuer (as published on its website at www.aiib.org from time to time) beginning with such financial statements as at and for the year ended 31 December 2018; and
- #21">(c) any amendment or supplement to this Base Prospectus,
#22">Use of Proceeds
#23">Description of the Issuer
#23">Overview
#23">

ð·
#23">

ð·
#23">

ð·
#23">Legal Status
#23">

ð·
#24">

ð·
#24">

ð·
#24">

ð·
#24">

ð·
#24">

ð·
#24">Membership and Capital Structure
#24">Membership
#25">Capital Structure
#25">Governance and Administration
#25">Board of Governors
#26">Board of Directors
#26">Senior Management
#27">Ordinary Resources and Special Fund Resources
#27">Financial Instruments
#28">Terms and Conditions of the Notes
#28">The following is the text of the terms and conditions which, as amended and/or supplemented by the relevant Pricing Supplement, will be endorsed on each Note in definitive form issued under the Programme. The terms and conditions applicable to any No...
- #28">1. INTRODUCTION
  - #28">(a) Programme
  - #28">(b) Pricing Supplement
  - #28">(c) Agency Agreement
  - #28">(d) Deed of Covenant
  - #28">(e) The Notes
  - #28">(f) Summaries
- #29">2. INTERPRETATION
  - #29">(a) Definitions
  - #37">(b) Interpretation
    - #37">(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable;
    - #37">(ii) if Talons are specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;
    - #37">(iii) if Talons are not specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Talons are not applicable;
    - #37">(iv) any reference to principal shall be deemed to include the Redemption Amount, any premium payable in respect of a Note and any other amount in the nature of principal payable pursuant to these Conditions;
    - #38">(v) any reference to interest shall be deemed to include any amount in the nature of interest payable pursuant to these Conditions;
    - #38">(vi) references to Notes being "outstanding" shall be construed in accordance with the Agency Agreement;
    - #38">(vii) if an expression is stated in Condition 2(a) (Definitions) to have the meaning given in the relevant Pricing Supplement, but the relevant Pricing Supplement gives no such meaning or specifies that such expression is "not applicable" then such ex...
    - #38">(viii) any reference to the Agency Agreement or the Deed of Covenant shall be construed as a reference to the Agency Agreement or the Deed of Covenant, as the case may be, as amended and/or supplemented up to and including the Issue Date of the Notes.
- #38">3. FORM, DENOMINATION, TITLE AND TRANSFER
  - #38">(a) Bearer Notes
  - #38">(b) Title to Bearer Notes
  - #38">(c) Registered Notes
  - #38">(d) Title to Registered Notes
  - #38">(e) Ownership
  - #39">(f) Transfers of Registered Notes
  - #39">(g) Registration and delivery of Individual Note Certificate
  - #39">(h) No charge
  - #39">(i) Closed periods
  - #39">(j) Regulations concerning transfers and registration
  - #39">(k) Currency of Payment
- #40">4. STATUS
- #40">5. FIXED RATE NOTE PROVISIONS
  - #40">(a) Application
  - #40">(b) Accrual of interest
  - #40">(c) Fixed Coupon Amount
  - #40">(d) Calculation of interest amount
- #41">6. FLOATING RATE NOTE PROVISIONS
  - #41">(a) Application
  - #41">(b) Accrual of interest
  - #41">(c) Screen Rate Determination
    - #41">(i) If Screen Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be determined by the Ca...
      - #41">(A) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination ...
      - #41">(B) if linear interpolation is specified as applicable in respect of an Interest Period in the relevant Pricing Supplement, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolatio...
        #41">(1) one rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and
        #41">(2) the other rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next longer than the length of the relevant Interest Period;
      - #41">(C) if several Reference Rates appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date, the Calculation Agent will determine the arithmetic mean thereof;
      - #41">(D) if, in the case of (A) above, such rate does not appear on that page or, in the case of (B) or (C) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable:
        #42">(1) the Issuer (or an independent investment bank, commercial bank or stockbroker appointed by the Issuer) will request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at appro...
        #42">(2) the Calculation Agent will determine the arithmetic mean of such quotations; and
      - #42">(E) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Princ...
    - #42">(ii) If Screen Rate Determination is specified as "Applicable … Overnight Rate" in the relevant Pricing Supplement and the "Overnight Reference Rate" is specified as Compounded Daily SONIA, then the Rate of Interest for each Interest Period will, subj...
    - #44">(iii) If Screen Rate Determination is specified as "Applicable … Overnight Rate" in the relevant Pricing Supplement and:
      - #44">(A) the "Overnight Reference Rate" is specified as Compounded Daily SOFR, then the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily SOFR plus or minus (as indicated in the relevant Pricing Supplement) the ...
      - #44">(B) the "Overnight Reference Rate" is specified as Weighted Average SOFR, then the Rate of Interest for each Interest Period will, subject as provided below, be Weighted Average SOFR plus or minus (as indicated in the relevant Pricing Supplement) the ...
    - #50">(iv) The Issuer may at any time, following consultation with an independent financial institution of international repute or another independent financial adviser experienced in the international debt capital markets (in each case appointed by the Iss...
    - #50">(v) If Screen Rate Determination is specified as "Applicable" in the relevant Pricing Supplement and the "Reference Rate" is specified as Compounded Daily STR, then the Rate of Interest for each Interest Period will, subject as provided below, be Com...
  - #53">(d) ISDA Determination
    - #53">(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Pricing Supplement;
    - #53">(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Pricing Supplement;
    - #53">(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on LIBOR for a currency, the first day of that Interest Period or (B) in any other case, as specified in the relevant Pricin...
    - #53">(iv) if linear interpolation is specified as applicable in respect of an Interest Period in the relevant Pricing Supplement, the rate for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by refere...
      - #53">(A) one rate shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and
      - #53">(B) the other rate shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period,
  - #53">(e) Benchmark replacement
    - #54">(i) the Issuer shall use reasonable endeavours to appoint an Independent Adviser to determine (with the Issuer's agreement) a Successor Rate or, alternatively, if the Independent Adviser and the Issuer agree that there is no Successor Rate, an alterna...
    - #54">(ii) the Alternative Benchmark Rate shall be such rate as the Independent Adviser and the Issuer acting in good faith agree has replaced the relevant Reference Rate in customary market usage for the purposes of determining floating rates of interest i...
    - #54">(iii) if the Issuer is unable to appoint an Independent Adviser, or if the Independent Adviser and the Issuer cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page prior to the In...
    - #54">(iv) if a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page is determined in accordance with the preceding provisions, such Successor Rate or Alternative Benchmark Rate and Alternative Relevant Screen Page shall b...
    - #55">(v) if the Issuer, following consultation with the Independent Adviser and acting in good faith, determines (A) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Benchmark Rate and (B) the quantum of, or a fo...
    - #55">(vi) if a Successor Rate or an Alternative Benchmark Rate and/or an Adjustment Spread is determined in accordance with the above provisions, then the Independent Adviser (with the Issuer's agreement) or the Issuer (as the case may be) may also specify...
    - #55">(vii) the Issuer shall promptly following the determination of any Successor Rate or Alternative Benchmark Rate and Alternative Relevant Screen Page and Adjustment Spread (if any) give notice thereof and of any changes pursuant to sub-paragraph (vi) a...
  - #55">(f) Maximum Rate of Interest or Minimum Rate of Interest
  - #55">(g) Calculation of Interest Amount
  - #55">(h) Calculation of other amounts
  - #55">(i) Publication
  - #56">(j) Liability of the Calculation Agent
- #56">7. ZERO COUPON NOTE PROVISIONS
  - #56">(a) Application
  - #56">(b) Late payment on Zero Coupon Notes
    - #56">(i) the Final Redemption Amount; and
    - #56">(ii) the product of the Accrual Yield (compounded annually) being applied to the Final Redemption Amount on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on ...
  - #56">(c) Interest
- #56">8. DUAL CURRENCY PROVISIONS
  - #56">(a) Application
  - #57">(b) Rate of Interest
- #57">9. REDEMPTION AND PURCHASE
  - #57">(a) Scheduled redemption
  - #57">(b) Early Redemption Amounts
    - #57">(i) With respect to Notes other than Zero Coupon Notes, the Early Redemption Amount payable in respect of any such Note, upon it becoming due and payable as provided in Condition 13 (Events of Default), shall be the Final Redemption Amount unless othe...
    - #57">(ii) With respect to Zero Coupon Notes:
      - #57">(A) the Early Redemption Amount payable upon any such Note becoming due and payable as provided in Condition 13 (Events of Default) shall be the Amortised Face Amount (calculated as provided below) of such Note unless the Early Redemption Amount is li...
      - #57">(B) Subject to the provisions of sub-paragraph (C) below, the "Amortised Face Amount" of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to...
      - #57">(C) If the Early Redemption Amount payable in respect of any such Note upon it becoming due and payable as provided in Condition 13 (Events of Default) is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be ...
  - #57">(c) Redemption at the option of the Issuer
    - #57">(i) If Call Option is specified as being applicable in the relevant Pricing Supplement, the Issuer may, on giving not less than 15 nor more than 30 days' notice, which may be irrevocable or conditional at the discretion of the Issuer, to the Noteholde...
    - #58">(ii) All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition 9(c).
    - #58">(iii) In the case of a partial redemption the notice to Noteholders shall also specify the principal amount of Notes drawn and the holder(s) of such Notes to be redeemed, which shall have been drawn in such place and in such manner as it deems appropr...
  - #58">(d) Redemption at the option of Noteholders
    - #58">(i) Put Option: If Put Option is specified in the relevant Pricing Supplement, the Issuer shall, at the option of the holder of any Note, upon the holder of such Note giving not less than 15 nor more than 30 days' notice to the Issuer (or such other n...
    - #58">(ii) Exercise Notice: In order to exercise the option contained in Condition 9(d)(i) (Put Option), the holder must, not less than 15 nor more than 30 days before the relevant Optional Redemption Date deposit (in the case of a Bearer Note) such Note (t...
  - #58">(e) Purchase
  - #58">(f) Cancellation
- #58">10. PAYMENTS … BEARER NOTES
  - #58">(a) Principal
  - #59">(b) Interest
  - #59">(c) Deductions for unmatured Coupons
    - #59">(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, ho...
    - #59">(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:
      - #59">(A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the "Relevant Coupons") being equal to the amount of principal due for payment; provi...
      - #59">(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is...
  - #59">(d) Unmatured Coupons void
  - #59">(e) Payments on business days
  - #60">(f) Payments other than in respect of matured Coupons
  - #60">(g) Partial payments
  - #60">(h) Exchange of Talons
  - #60">(i) Payments subject to laws
- #60">11. PAYMENTS … REGISTERED NOTES
  - #60">(a) Principal
  - #60">(b) Interest
  - #61">(c) Payments on business days
  - #61">(d) Partial payments
  - #61">(e) Record date
  - #61">(f) Payments subject to fiscal laws
- #61">12. PAYMENTS … RENMINBI NOTES
  - #61">(a) Payments of Principal and Interest
  - #61">(b) Payments of U.S. dollar Equivalent
- #63">13. EVENTS OF DEFAULT
  - #63">(a) Non-Payment
  - #63">(b) Breach of other obligations
  - #63">(c) Cross default
- #64">14. PRESCRIPTION
- #64">15. REPLACEMENT OF NOTES AND COUPONS
- #64">16. AGENTS
- #64">17. MEETINGS OF NOTEHOLDERS; MODIFICATION AND WAIVER
  - #64">(a) Meetings of Noteholders
  - #65">(b) Modification
- #65">18. FURTHER ISSUES
- #65">19. NOTICES
  - #65">(a) Bearer Notes
  - #66">(b) Registered Notes
- #66">20. ROUNDING
- #66">21. GOVERNING LAW AND ARBITRATION
  - #66">(a) Governing law
  - #66">(b) Arbitration
    - #66">(i) Subject to Condition 21(b)(vii), any dispute, controversy or claim arising out of or relating to the Notes, including the existence, validity, performance, breach or termination thereof (including a dispute regarding non-contractual obligations ar...
    - #66">(ii) The arbitral tribunal shall consist of three arbitrators. The members of the arbitral tribunal shall be appointed in the manner set out in the UNCITRAL Rules. The appointing authority shall be HKIAC. The seat of the arbitration shall be Hong Kong...
    - #66">(iii) Unless otherwise expressly provided in these Conditions, the arbitral tribunal will have no authority to award (a) punitive damages or (b) damages for consequential or indirect losses.
    - #66">(iv) The arbitral tribunal will have no authority to award interest in excess of LIBOR then prevailing, and any such awarded interest will be simple interest only. In the event LIBOR is no longer an active interest rate, the Issuer shall elect a suita...
    - #66">(v) The arbitral tribunal shall not be authorised to grant, and no holder of Notes shall seek from any judicial authority, any interim measures or pre-award or emergency relief against the Issuer, notwithstanding any provisions of the UNCITRAL Rules t...
    - #66">(vi) At the election of the Issuer, any further dispute, controversy or claim which arises out of the Notes shall be consolidated with any ongoing proceedings before the arbitral tribunal, but no other party shall be joined to, and no other disputes, ...
    - #67">(vii) Notwithstanding the provisions of this Condition 21(b), nothing contained in the Notes shall operate or be regarded as a waiver, renunciation or other modification by the Issuer of any status, immunities, privileges or exemptions of the Issuer u...
#68">Form of Pricing Supplement
#69">[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs (in which case the sub-paragraphs of the paragraph...
#77">PART B … OTHER INFORMATION
#79">Summary of Provisions Relating to the Notes while in Global Form
#79">Clearing System Accountholders
#79">Conditions applicable to Global Notes
#81">Forms of the Notes and Transfer Restrictions relating to U.S. Sales
#81">Bearer Notes
#81">Temporary Global Note exchangeable for Permanent Global Note
#81">If the Pricing Supplement specifies the form of Notes as being "Temporary Global Note exchangeable for a Permanent Global Note", then on or after the day following the expiry of 40 days after the date of issue of the Temporary Global Note (the "Excha...
- #81">(a) presentation and (in the case of final exchange) presentation and surrender of the Temporary Global Note to or to the order of the Fiscal Agent; and
- #81">(b) receipt by the Fiscal Agent of a certificate or certificates issued by Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system dated not earlier than the Exchange Date and in substantially the form set out in Schedule 3 ...
#81">If:
- #81">(a) the Permanent Global Note has not been delivered or the principal amount thereof increased in accordance with paragraph 5 (Delivery of Permanent Global Note or Definitive Notes) of the Temporary Global Note by 5.00 p.m. (London time) on the sevent...
- #81">(b) the Temporary Global Note (or any part hereof) has become due and payable in accordance with the Conditions or the date for final redemption of the Temporary Global Note has occurred and, in either case, payment in full of the amount of principal ...
#82">The Permanent Global Note will become exchangeable, in whole but not in part only and at the request of the bearer of the Permanent Global Note, for Bearer Notes in definitive form ("Definitive Notes"):
- #82">(a) on the expiry of such period of notice as may be specified in the Pricing Supplement; or
- #82">(b) at any time, if so specified in the Pricing Supplement; or
- #82">(c) if the relevant Pricing Supplement specifies "in the limited circumstances described in the Permanent Global Note", then if either of the following events occurs:
  - #82">(i) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or
  - #82">(ii) any of the circumstances described in Condition 13 (Events of Default) occurs.
#82">If:
- #82">(a) Definitive Notes have not been delivered in accordance with paragraph 5 (Delivery of Definitive Notes) above by 5.00 p.m. (London time) of the Permanent Global Note on the thirtieth day after the bearer has requested exchange of the Permanent Glob...
- #82">(b) the Permanent Global Note was originally issued in exchange for part only of a temporary global note representing the Notes and such temporary global note becomes void in accordance with its terms; or
- #82">(c) the Permanent Global Note (or any part hereof) has become due and payable in accordance with the Conditions or the date for final redemption of the Permanent Global Note has occurred and, in either case, payment in full of the amount of principal ...
#82">Temporary Global Note exchangeable for Definitive Notes
#83">If the Pricing Supplement specifies the form of Notes as being "Temporary Global Note exchangeable for Definitive Notes" and also specifies that the D Rules are applicable, then on or after the Exchange Date, the Issuer shall procure the delivery of ...
- #83">(a) presentation and (in the case of final exchange) surrender of the Temporary Global Note to or to the order of the Fiscal Agent; and
- #83">(b) receipt by the Fiscal Agent of a certificate or certificates issued by Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system dated not earlier than the Exchange Date and in substantially the form set out in Schedule 3 ...
#83">If:
- #83">(a) Definitive Notes have not been duly delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer has requested exchange of the Temporary Global Note for Definitive Notes; or
- #83">(b) the Temporary Global Note (or any part thereof) has become due and payable in accordance with the Conditions or the date for final redemption of the Temporary Global Note has occurred and, in either case, payment in full of the amount of principal...
#83">Permanent Global Note exchangeable for Definitive Notes
#83">If the relevant Pricing Supplement specifies the form of Notes as being "Permanent Global Note exchangeable for Definitive Notes", then the Notes will initially be in the form of a Permanent Global Note which will be exchangeable in whole, but not in...
- #83">(a) on the expiry of such period of notice as may be specified in the relevant Pricing Supplement; or
- #83">(b) at any time, if so specified in the relevant Pricing Supplement; or
- #84">(c) if the relevant Pricing Supplement specifies "in the limited circumstances described in the Permanent Global Note", then if either of the following events occurs:
  - #84">(i) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or
  - #84">(ii) any of the circumstances described in Condition 13 (Events of Default) occurs.
#84">If:
- #84">(a) Definitive Notes have not been duly delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer has requested exchange of the Permanent Global Note for Definitive Notes; or
- #84">(b) the Permanent Global Note (or any part thereof) has become due and payable in accordance with the Conditions or the date for final redemption of the Permanent Global Note has occurred and, in either case, payment in full of the amount of principal...
#84">Rights under Deed of Covenant
#84">Legend concerning United States persons
#84">Registered Notes
#84">Each Tranche of Registered Notes will be represented by:
- #84">(a) interests in an unrestricted Registered Global Note (in the case of Notes initially sold in offshore transactions in reliance on Regulation S ("Unrestricted Registered Global Notes")); and/or interests in a restricted Registered Global Note (in th...
- #85">(b) in the form of individual Note certificates in registered form ("Individual Note Certificates"),
#85">Registered Global Notes exchangeable for Individual Note Certificates
#85">If the relevant Pricing Supplement specifies the form of Notes as being "Registered Global Note exchangeable for Individual Note Certificates", then the Notes will initially be in the form of one or more Registered Global Notes which will be exchange...
- #85">(a) on the expiry of such period of notice as may be specified in the relevant Pricing Supplement; or
- #85">(b) at any time, if so specified in the relevant Pricing Supplement; or
- #85">(c) if the relevant Pricing Supplement specifies "in the limited circumstances described in the Registered Global Note", then if either of the following events occurs:
  - #85">(i) in the case of any Restricted Registered Global Note held by or on behalf of DTC, if DTC notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to such Restricted Registered G...
  - #85">(ii) in the case of any Unrestricted Registered Global Note held by or on behalf of Euroclear, Clearstream, Luxembourg or any other relevant clearing system, if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for b...
  - #85">(iii) in any case, if any of the circumstances described in Condition 13 (Events of Default) occurs.
#86">If:
- #86">(a) Individual Note Certificates have not been delivered by 5.00 p.m. (London time) on the thirtieth day after they are due to be issued and delivered in accordance with the terms of the Registered Global Note; or
- #86">(b) any of the Notes represented by a Registered Global Note (or any part of it) has become due and payable in accordance with the Conditions or the date for final redemption of the Notes has occurred and, in either case, payment in full of the amount...
#86">Conditions applicable to the Notes
#87">Transfer Restrictions
#87">As a result of the following restrictions, purchasers of Notes in the United States are advised to consult legal counsel prior to making any purchase, offer, sale, resale or other transfer of such Notes.
#87">By accepting delivery of this Base Prospectus, each purchaser of Registered Notes will be deemed to have acknowledged, represented and agreed, as follows (terms used in this paragraph that are defined in Rule 144A or in Regulation S are used herein a...
- #87">(a) that either: (i) it is a QIB, purchasing (or holding) the Notes for its own account or for the account of one or more QIBs and it is aware, and each beneficial owner of such Notes has been advised, that any sale to it may be made in reliance on Ru...
- #87">(b) that, unless it holds an interest in an Unrestricted Registered Global Note and is a person located outside the United States, if in the future it decides to resell, pledge or otherwise transfer the Notes or any beneficial interests in the Notes, ...
- #87">(c) it will, and will require each subsequent Noteholder to, notify any purchaser of the Notes from it of the resale restrictions referred to in paragraph (b) above, if then applicable;
- #88">(d) that Notes initially offered to QIBs will be represented by one or more Restricted Registered Global Notes and that Notes offered in an offshore transaction in reliance on Regulation S will be represented by one or more Unrestricted Registered Glo...
- #88">(e) it understands that any Restricted Registered Global Note and any Restricted Individual Note Certificate (as defined below) will bear a legend to the following effect, unless the Issuer determines otherwise in accordance with applicable law:
- #88">(f) it acknowledges that the Unrestricted Registered Global Notes will bear a legend to the following effect unless otherwise agreed to by the Issuer:
- #89">(g) that the Issuer, Registrar, Agents, Dealers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of such acknowledgements, representations o...
#89">Book-Entry System
#89">DTC
#89">Euroclear and Clearstream, Luxembourg
#90">Transfers of Interests in Registered Global Notes
#92">Taxation
#93">Subscription and Sale
#93">United States of America
#93">United Kingdom
#93">Each Dealer (severally and not jointly) has represented, warranted and agreed that:
- #93">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
  - #93">(i) 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:
  - #93">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
    - #93">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    - #93">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
- #93">(b) Financial promotion: 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 ...
- #94">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
#94">Belgium
#94">Japan
#94">Singapore
#94">Where the Notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:
- #94">(a) a corporation (which is not an accredited investor (as defined in the Securities and Futures Act)) 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 accr...
- #94">(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,
  - #94">(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 Securities and Futures Act;
  - #94">(ii) where no consideration is or will be given for the transfer;
  - #94">(iii) where the transfer is by operation of law;
  - #95">(iv) as specified in Section 276(7) of the Securities and Futures Act; or
  - #95">(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.
#95">Hong Kong, China
#95">General
#96">General Information
#96">Other Relationships
#96">Authorisations
#96">Listing and Admission to Trading
#96">Auditor
#96">Documents on Display
#96">Copies of the following documents may be inspected in electronic form during normal business hours at the Specified Office(s) of the Fiscal Agent for so long as the Notes are outstanding:
- #96">(a) the audited annual financial statements of the Issuer in respect of the year ended 31 December 2018;
- #97">(b) the Agency Agreement;
- #97">(c) the Deed of Covenant;
- #97">(d) the Programme Manual (which contains the forms of the Notes in global and definitive form);
- #97">(e) any supplement or drawdown prospectus published since the most recent Base Prospectus was published and any documents incorporated therein by reference; and
- #97">(f) any Pricing Supplement, save the Pricing Supplement relating to an unlisted Note which will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Paying Agent as to their identity.
#97">Clearing of the Notes
#97">Issue Price