No. 1) Limited Wheelock Finance (BVI
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Offering Circular Wheelock and Company Limited (incorporated with limited liability in Hong Kong) (as Issuer and Guarantor) Wheelock Finance Limited (incorporated with limited liability in Hong Kong) (as Issuer) Wheelock Finance (No. 1) Limited ((incorporated with limited liability in Hong Kong) (as Issuer) Wheelock Finance (BVI) Limited ((incorporated with limited liability in the British Virgin Islands) (as Issuer) Wheelock MTN (Singapore) Pte. Ltd. (incorporated with limited liability in Singapore) (as Issuer) U.S.$3,000,000,000 Medium Term Note Programme On 16 December 2010, Wheelock and Company Limited (“Wheelock”), Wheelock Finance Limited (“WKFL”), Wheelock Finance (No.1) Limited (“WKF1L”) and Wheelock Finance (BVI) Limited (“WKBVI”) (in such capacity, each an “Issuer”) established a U.S.$2,000,000,000 Medium Term Note Programme (the “Programme”) and issued an offering circular on that date describing the Programme. On 27 October 2011, Wheelock MTN (Singapore) Pte. Ltd. (“WKMS”) (also an “Issuer” and together with Wheelock, WKFL, WKF1L and WKBVI, the “Issuers”) acceded to the Programme and the Programme Limit (as defined in the Dealer Agreement) was increased to U.S.$3,000,000,000. This Offering Circular supersedes the previous offering circular and any supplement thereto. Any Notes (as defined below) issued under this Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes issued prior to the date of this Offering Circular. Under the Programme, the Issuers, subject to compliance with all relevant laws, regulations and directives, may from time to time issue Medium Term Notes (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$3,000,000,000 (or the equivalent in other currencies). Notes issued by WKFL, WKF1L, WKBVI and WKMS (each a “Guaranteed Issuer”) will be guaranteed (the “Guarantee”) by Wheelock (in such capacity, the “Guarantor”). Notes issued by Wheelock will not be guaranteed. Application has been made to The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for permission to deal in, and for the listing of, Notes issued under the Programme during the 12 month period from the date of this Offering Circular on the Hong Kong Stock Exchange by way of selectively marketed securities (as defined in the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange). However, unlisted Notes may be issued pursuant to the Programme. The relevant Pricing Supplement (as defined in “Summary of the Programme”) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Hong Kong Stock Exchange (or any other stock exchange). Each Series (as defined in “Summary of the Programme”) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a“temporary Global Note”) or a permanent global note in bearer form (each a “permanent Global Note”). Notes in registered form will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Notes in registered form of one Series. Global Notes and Global Certificates (as defined in “Summary of the Programme”) may be deposited on the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or with The Central Depository (Pte) Limited (“CDP”) and cleared through the CDP System (as defined on page 7). Global Notes may be deposited with a sub-custodian for the Central Moneymarkets Unit Service, operated by the Hong Kong Monetary Authority (the “CMU Service”). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Summary of Provisions Relating to the Notes while in Global Form”. Interests in a temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent Global Note on or after the date 40 days after the later of the commencement of the offering and the relevant issue date, upon certification as to non-U.S. beneficial ownership. Until the expiration of40days after the later of the commencement of the offering of a Tranche (as defined herein) of a Series (as defined herein) and the issue date thereof, beneficial interests in a Global Note may only be held through Euroclear, Clearstream, Luxembourg or the CMU Service. Arranger for the Programme HSBC Dealers Barclays Capital BNP PARIBAS BofA Merrill Lynch Citigroup Cre´dit Agricole CIB Credit Suisse DBS Bank Ltd. Deutsche Bank HSBC Morgan Stanley Mitsubishi UFJ Securities International plc The Royal Bank of Scotland Oversea-Chinese Banking Corporation Limited UBS Standard Chartered Bank (Hong Kong) Limited Dated 27 October 2011 Wheelock (as to itself, each Guaranteed Issuer and the Group as defined below) and each Guaranteed Issuer (as to itself), having made all reasonable enquiries, confirm that this Offering Circular contains all information with respect to (i) Wheelock, (ii) the Guaranteed Issuers and (iii) Wheelock together with its subsidiaries and associates (the “Group”) and the Notes that is material in the context of the issue and offering of the Notes, the statements contained in it relating to Wheelock, the Guaranteed Issuers and the Group are in every material particular true and accurate and not misleading, the opinions and intentions expressed in this Offering Circular with regard to Wheelock, the Guaranteed Issuers and the Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to Wheelock, the Guaranteed Issuers, the Group or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Offering Circular misleading in any material respect and all reasonable enquiries have been made by Wheelock and the Guaranteed Issuers to ascertain such facts and to verify the accuracy of all such information and statements. No person has been authorised to give any information or to make any representation other than those contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by Wheelock, the Guaranteed Issuers or any of the Dealers or the Arranger (as defined in “Summary of the Programme”). Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of Wheelock, the Guaranteed Issuers or the Group since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the financial position of Wheelock or the Guaranteed Issuers since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by Wheelock, the Guaranteed Issuers, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes and the Guarantee 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 include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or, in the case of bearer notes, delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). For a description of certain restrictions on offers, sales and transfers of Notes and on the distribution of this Offering Circular, see “Subscription and Sale”. THE NOTES AND THE GUARANTEE HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of Wheelock, the Guaranteed Issuers, the Dealers or the Arranger to subscribe for, or purchase, any Notes. This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HKSE Rules”) for the purposes of giving information with regard to each Issuer and the Guarantor. The directors of each Issuer and the Guarantor collectively and individually accept full responsibility for the accuracy of the information contained in this Offering Circular. —i— Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this Offering Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Offering Circular.