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HNA Group (International) Company Limited HNA Group Co., Limited

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HNA Group (International) Company Limited HNA Group Co., Limited HNA Group (International) Company Limited (incorporated with limited liability in Hong Kong) U.S.$50,000,000 8.125 per cent. Guaranteed Notes due 2018 (to be consolidated and form a single series with the U.S.$250,000,000 8.125 per cent. Guaranteed Notes due 2018 issued under U.S.$1,000,000,000 Medium Term Note Programme on 3 December 2015) Unconditionally and irrevocably guaranteed by HNA Group Co., Limited (incorporated with limited liability in the People’s Republic of China) Issue Price: 99.50 per cent. The 8.125 per cent. guaranteed notes due 2018 (the “Further Notes”) will be issued in the aggregate principal amount of U.S.$50,000,000 by HNA Group (International) Company Limited (the “Issuer”) and will be consolidated and form a single series with the U.S.$250,000,000 8.125 per cent. Guaranteed Notes due 2018 issued on 3 December 2015 (the “Original Notes”, and together with the Further Notes, the “Notes”). The Notes are in registered form in the denomination of U.S.$200,000 each and integral multiples of U.S.$1,000 in excess thereof. Unless otherwise defined herein, terms defined in the supplemental offering circular dated 1 December 2015 relating to the Original Notes, which is supplemental to the offering circular dated 17 March 2015 (together the “Offering Circular”), shall have the same meaning when used in this Supplement (the “Supplement”). This Supplement is supplemental to, and should be read in conjunction with, the Offering Circular, and forms part of this Supplement. This Supplement amends and supersedes the Offering Circular to the extent it is inconsistent therewith. References in the Offering Circular to the “Notes” shall, where the context permits, include the Further Notes. The Further Notes will be unconditionally and irrevocably guaranteed (“Guarantee of the Further Notes”) by HNA Group Co., Limited (the “Guarantor”). The Guarantor entered into a deed of guarantee (the “Further Deed of Guarantee”) in respect of the Further Notes on 17 December 2015. The Guarantor will be required to register or cause to be registered with the State Administration of Foreign Exchange (“SAFE”）the Further Deed of Guarantee following the issue of the Further Notes in accordance with the Provision on Foreign Exchange Administration of Cross-Border Guarantees promulgated by SAFE. The Guarantor shall submit for registration the Further Deed of Guarantee and complete the registration of the Further Deed of Guarantee with SAFE as soon as practicable. The issue of the Further Notes is conditional on such registration with SAFE being completed among other things. The Guarantor has made an application for the pre-issuance registration (the “Pre-Issuance Registration”) in respect of the issue of the Notes with the National Development and Reform Commission (“NDRC”) in accordance with the Circular on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises (Fa Gai Wai Zi [2015] No 2044 ( 國家發展改革委關於推進企業發行外債備案登記制管理改革的通知(發改外資[2015]2044 號), the “NDRC Circular”) issued by the NDRC and which came into effect on 14 September 2015 and obtained from the NDRC an Enterprise Foreign Debt Pre-Issuance Registration Certificate (企業發行外債備案登記證明) dated 20 November 2015. Furthermore, the Guarantor undertakes under Special Condition 2 of the Terms and Conditions of the Further Notes to file or cause to be filed with NDRC the requisite information and documents within 10 China Business Days after the issue date of the Further Notes (the “Issue Date”) in accordance with the NDRC Circular. Approval-in-principle has been received from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Further Notes. There is no assurance that the application to the Official List of the SGX-ST for the listing of the Further Notes of any Series will be approved. The Offering Circular and the Supplement together comprise of the listing particulars (the “Listing Particulars”) for the purpose of listing the Further Notes on the Global Exchange Market of the Irish Stock Exchange. Application has been made to the Irish Stock Exchange for the approval of such Listing Particulars. Application has been made to the Irish Stock Exchange for the Further Notes to be admitted to the Official List of the Irish Stock Exchange and trading on the Global Exchange Market. The expenses in relation to the admission of the Notes to trading on the Global Exchange Market of the Irish Stock Exchange will be €4,500. Each of the Issuer and the Guarantor accepts responsibility for the information contained in the Offering Circular and this Supplement. To the best of the knowledge of the Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. The Notes will be represented by beneficial interest in a global note certificate (the “Global Note Certificate”) in registered form, which will be registered in the name of a nominee for, and shall be deposited on or about the Issue Date, with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Beneficial interests in the Global Note Certificate will be shown on, and transfer thereof will be effected through, records maintained by Euroclear and Clearstream, Luxembourg. The provisions governing the exchange of interests in a Global Note for other Global Notes or Definitive Notes or a Global Note Certificate for Certificates are described in “Forms of Notes” in the Offering Circular. The Notes and the Guarantee of the Further Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered, sold, or delivered within the United States or to, or for the benefit or account of U.S. persons (as defined in Regulation S under the Securities Act) except in accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes may be subject to additional selling restrictions as set out in “Pricing Supplement”. Investing in the Notes involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in the Offering Circular, this Supplement and in the Pricing Supplement and the merits and risks of investing in the issue of the Notes in the context of their financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in the Notes. Investors should not purchase the Notes unless they understand and are able to bear risks associated with Notes. See the section “Risk Factors” in the Offering Circular for a discussion of factors that investors should consider carefully before investing in the Notes. Dealer CITIC CLSA Securities Supplemental Offering Circular dated 21 December 2015. TABLE OF CONTENTS Page PRICING SUPPLEMENT ................................................................................................................... 1 ANNEXURE – SUPPLEMENTAL OFFERING CIRCULAR DATED 1 DECEMBER 2015 ....... A-1 A31003912 i PRICING SUPPLEMENT Pricing Supplement dated 17 December 2015 HNA GROUP (INTERNATIONAL) COMPANY LIMITED Issue of U.S.$50,000,000 8.125 per pent. Guaranteed Notes due 2018 (to be consolidated and form a single series with the U.S.$250,000,000 8.125 per cent. Guaranteed Notes due 2018 issued on 3 December 2015) Guaranteed by HNA GROUP CO., LIMITED under the U.S.$1,000,000,000 Medium Term Note Programme The document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated 17 March 2015. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular and the supplemental Offering Circular dated 26 November 2015. The Guarantor is a private company and therefore there is less publicly available information about the Guarantor than a public company. In particular, they are not required to publish periodic financial statements. Where interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium or break cost is derived from any Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the “ITA”), shall not apply if such person acquires such Notes using the funds and profits of such person’s operations through a permanent establishment in Singapore. Any person whose interest, discount income (not including discount income arising from secondary trading), prepayment fees, redemption premium or break cost derived from the Notes is not exempt from tax (including for the reasons described above) shall include such income in a return of income made under the ITA. 1 (i) Issuer: HNA Group (International) Company Limited (ii) Guarantor: HNA Group Co., Limited 2 (i) Series Number: 2 (ii) Tranche Number: 2 (iii) Date on which the Notes become Issue Date fungible: 3 Specified Currency or Currencies: U.S. dollars A31003912 1 4 Aggregate Nominal Amount: (i) Series: U.S.$300,000,000 (ii) Tranche: U.S.$50,000,000 (to be consolidated and form a single series with the U.S.$250,000,000 8.125 per cent.
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