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Industrial and Commercial Bank of China Limited, Dubai (DIFC)

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Industrial and Commercial Bank of China Limited, Dubai (DIFC) OFFERING CIRCULAR INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, ACTING THROUGH INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH (a joint stock company incorporated in the People’s Republic of China with limited liability) US$8,000,000,000 Euro Medium Term Note Programme ____________________ Under this US$8,000,000,000 Euro Medium Term Note Programme (the Programme), Industrial and Commercial Bank of China Limited, acting through Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch (the Issuer), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the Notes) denominated in any currency agreed between it and the relevant Dealer (as defined below). Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed US$8,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed by the Issuer under the Programme from time to time (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Application has been made to the London Stock Exchange plc (the London Stock Exchange) for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the London Stock Exchange's International Securities Market (the ISM). The ISM is not a regulated market for the purposes of Directive 2014/65/EU (as amended, MiFID II). The ISM is a market designated for professional investors. Notes admitted to trading on the ISM are not admitted to the Official List of the United Kingdom Listing Authority. The London Stock Exchange has not approved or verified the contents of this Offering Circular. This Offering Circular has been approved by the Dubai Financial Services Authority (the DFSA) under the DFSA’s Markets Rule 2.6 and is therefore an Approved Prospectus for the purposes of Article 14 of the DFSA’s Markets Law 2012. Application has also been made to the DFSA for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the official list of securities (the DFSA Official List) maintained by the DFSA and to Nasdaq Dubai for such Notes to be admitted to trading on Nasdaq Dubai. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a pricing supplement document (the Pricing Supplement) which, with respect to Notes to be admitted to trading on the ISM, will be delivered to the London Stock Exchange and, with respect to Notes to be listed on Nasdaq Dubai, will be delivered to the DFSA and Nasdaq Dubai before the listing of Notes of such Tranche. References in this Offering Circular to the Notes being admitted to trading (and all related references) shall mean that such Notes have been admitted to trading on the ISM so far as the context permits. References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes have been admitted to the DFSA Official List and to trading on Nasdaq Dubai. The Programme provides that Notes may be listed and/or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The applicable Pricing Supplement in respect of any Series (as defined in “Terms and Conditions of the Notes”) will specify whether or not such Notes will be listed and, if so, on which exchange(s) the Notes are to be listed. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The DFSA does not accept any responsibility for the content of the information included in this Offering Circular, including the accuracy or completeness of such information. The liability for the content of this Offering Circular lies with the Issuer. The DFSA has also not assessed the suitability of any Notes issued under this Programme to any particular investor or type of investor. If you do not understand the contents of this Offering Circular or are unsure whether any Notes issued under this Offering Circular are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser. The Issuer has been rated A1 by Moody’s Investors Service Hong Kong Limited (Moody’s) and A by Standard & Poor’s Global Ratings Hong Kong Limited (Standard & Poor’s). The Programme has been rated A long-term by Standard & Poor’s. Neither Moody’s nor Standard & Poor’s is established in the European Union and neither of them has applied for registration under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). The Issuer's ratings have been endorsed by Moody’s Investors Service Ltd. and Standard & Poor’s Global Ratings Europe Ltd., respectively, in accordance with the CRA Regulation. Each of Moody’s Investors Service Ltd. and Standard & Poor’s Global Ratings Europe Ltd. is established in the European Union and registered under the CRA Regulation. As such, each of Moody’s Investors Service Ltd. and Standard & Poor’s Global Ratings Europe Ltd. is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation. ESMA has indicated that ratings issued in Hong Kong which have been endorsed by Moody’s Investors Service Ltd. or Standard & Poor’s Global Ratings Europe Ltd. may be used in the EU by the relevant market participants. Where a Tranche of Notes is rated, such rating will be disclosed in the Pricing Supplement and will not necessarily be the same as the rating assigned to the Programme by Standard & Poor’s. 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. Amounts payable on Floating Rate Notes will be calculated by reference to one of EURIBOR, LIBID, LIBOR, LIMEAN, SHIBOR, HIBOR, SIBOR, KLIBOR, EIBOR, SAIBOR, BBSW, AUD LIBOR, JPY LIBOR, PRIBOR, CNH HIBOR, TRLIBOR or TRYLIBOR, TIBOR, JIBAR or KIBOR as specified in the applicable Pricing Supplement. As at the date of this Offering Circular, the administrators of EURIBOR, LIBOR, CHF LIBOR, GBP LIBOR, JPY LIBOR and SAIBOR are included in the register of administrators of ESMA under Article 36 of Regulation (EU) No. 2016/1011 (the Benchmarks Regulation). As at the date of this Offering Circular, the administrators of LIBID, LIMEAN, SHIBOR, HIBOR, SIBOR, KLIBOR, EIBOR, BBSW, AUD LIBOR, JPY LIBOR, PRIBOR, CNH HIBOR, TRLIBOR or TRYLIBOR, TIBOR, JIBAR or KIBOR are not included in ESMA’s register of administrators under the Benchmarks Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the Treasury Markets Association of Banks, the Association of Banks in Singapore, Bank Negara Malaysia, the UAE Central Bank, ASX Limited, the Czech Financial Benchmark Facility s.r.o., the Banks Association of Turkey, the JBA TIBOR Administration, the Johannesburg Stock Exchange, the New Zealand Financial Markets Association and the Financial Benchmarks India Private Ltd, are not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with all applicable state securities laws of any state of the United States and any other jurisdiction. See “Form of the Notes” for a description of the manner in which Notes will be issued. The Notes are subject to certain restrictions on transfer, see “Subscription and Sale”. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplemental Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. The language of the Offering Circular is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. __________________________ Arrangers and Dealers CITIGROUP EMIRATES NBD CAPITAL FIRST ABU DHABI BANK PJSC HSBC ICBC INTERNATIONAL STANDARD CHARTERED BANK Dealers CRÉDIT AGRICOLE CIB INDUSTRIAL AND COMMERCIAL BANK OF CHINA J.P.
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