香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任何部 分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成邀請或招攬收購、購買或認購證券的建議，或邀請為作出 上述行動而訂立協議，亦不被視作邀請任何收購、購買或認購任何證券的建議。 本公告並不構成在美國或任何其他司法管轄區提呈出售建議或招攬購買任何證券的 建議，倘未根據任何該等司法管轄區的證券法辦理登記或未獲批准而於上述地區提 呈上述建議、招攬或出售，即屬違法。本公告所述的證券將不會根據一九三三年美國 證券法（經修訂）登記，並且除根據證券法登記規定的豁免或在毋須遵守證券法登記 規定的交易中外，不得在美國提呈或出售。於美國公開發售任何證券將須以招股章程 形式作出。該招股章程將載有作出提呈發售的本公司及其管理層的詳細資料及財務 報表。本公司無意於美國境內進行任何證券的公開發售。票據不會提呈發售予香港公 眾，亦不會配售予本公司的任何關連人士。 本公告及有關據此提呈發行票據之任何其他文件或資料並非由英國《二零零零年金 融服務與市場法》（經修訂）第21條所界定之認可人士發佈，而有關文件及╱或資料 亦未經其批准。因此，有關文件及╱或資料並不會向英國公眾人士派發，亦不得向英 國公眾人士傳遞。有關文件及╱或資料僅作為財務推廣向在英國擁有相關專業投資 經驗及屬於《二零零零年金融服務與市場法》二零零五年（財務推廣）命令（經修訂） （「財務推廣命令」）第19(5)條所界定之投資專業人士，或屬於財務推廣命令第49(2)(a) 至(d)條範圍之人士，或根據財務推廣命令可以其他方式合法向其發佈有關文件及╱ 或資料的任何其他人士（所有上述人士統稱為「有關人士」）發佈。於英國，據此提呈 發售之票據僅針對有關人士作出，而本公告涉及之任何投資或投資活動將僅與有關 人士進行。任何在英國並非有關人士之人士不應根據本公告或其任何內容採取行動 或加以依賴。 China Hongqiao Group Limited 中國宏橋集團有限公司 （根據開曼群島法例成立的有限公司） （股份代號：1378） 海外監管公告 本海外監管公告乃根據香港聯合交易所有限公司（「聯交所」）證券上市規則（「上市 規則」）第13.10B條而刊發。 1 謹此提述中國宏橋集團有限公司（「本公司」）日期為二零一八年四月十三日及二零 一八年四月十七日內容有關票據發行的公告（「該等公告」）。除另有定義外，本公告 所用詞彙與該等公告所界定者具有相同涵義。 本公司已向新加坡交易所提交隨附與票據發行有關的發售通函（「發售通函」），該 通 函已於二零一八年四月二十七日在新加坡交易所網站刊載。 於聯交所網站登載發售通函僅旨在向香港投資者同步發佈資訊及遵守上市規則第 13.10B條之規定，並無任何其他目的。 發售通函並不構成於任何司法權區向公眾出售任何證券的章程、通知、通函、宣傳冊 或發售廣告，亦非邀請公眾提呈認購或購買任何證券，亦非旨在邀請公眾提呈認購或 購買任何證券。 發售通函不得視作認購或購買本公司任何證券的誘因，且概無計劃有關誘因。不應根 據發售通函所載的資料作出投資決定。 承董事會命 中國宏橋集團有限公司 主席 張士平 香港，二零一八年四月二十七日 於本公告刊發日期，本公司董事會包括十名董事，即執行董事張士平先生、鄭淑良女 士、張波先生及張瑞蓮女士，非執行董事楊叢森先生及張敬雷先生，以及獨立非執行 董事陳英海先生、邢建先生、韓本文先生及董新義先生。 2 IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE PERSONS OR ADDRESSEES OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to this offering circular (the ‘‘Offering Circular’’) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (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 APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. Confirmation and your representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must be persons outside the United States. By accepting the e-mail and accessing this Offering Circular, you shall be deemed to have represented to us that (1) you and any customers you represent are persons outside the United States and that the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery of such Offering Circular by electronic transmission. Within the United Kingdom, the Offering Circular is being directed solely at and may only be communicated to persons who: (i) fall within Article 19(5) or Article 49(2)(a)-(d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) are outside the United Kingdom, or (iii) are persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons collectively being referred to as ‘‘Relevant Persons’’). The Offering Circular is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Offering Circular relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The Offering Circular and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Any person who is not a Relevant Person should not act or rely on the Offering Circular or any of its contents. MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, ‘‘MiFID II’’); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a ‘‘distributor’’) should take into consideration the manufacturer’s 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 manufacturer’s target market assessment) and determining appropriate distribution channels. PRIIPs REGULATION/PROHIBITION OF SALES TO EEA RETAIL INVESTORS –The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the ‘‘EEA’’). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (‘‘Insurance Mediation Directive’’), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the ‘‘PRIIPs Regulation’’) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of this Offering Circular to any other person. The materials relating to the offering contemplated under the Offering Circular do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of China CITIC Bank International Limited, Standard Chartered Bank, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Singapore Branch, Société Générale, Barclays Bank PLC and CMB International Capital Limited as Joint Bookrunners and Joint Lead Managers, or any person who controls any of them or any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Bookrunners. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING CIRCULAR STRICTLY CONFIDENTIAL CHINA HONGQIAO GROUP LIMITED 中 國 宏 橋 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) US$450,000,000 6.85% Senior Notes due 2019 Issue Price: 100% Our US$450,000,000 6.85% Senior Notes due 2019 (the ‘‘Notes’’) will bear interest from April 24, 2018 at 6.85% per annum payable semiannually in arrear