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Offering Circular (The “Offering Circular”) Attached to This E-Mail IMPORTANT NOTICE NOT FOR DISTRIBUTION IN THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering circular (the “Offering Circular”) attached to this e-mail. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES AND THE GUARANTEE DESCRIBED THEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES 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 AND THE GUARANTEE DESCRIBED THEREIN MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, 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. THIS OFFERING IS MADE SOLELY IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”). THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY ADDRESS IN THE UNITED STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: You have accessed the Offering Circular on the basis that you have confirmed to Granda Century Limited 格蘭達世紀有限公司 (the “Issuer”), Suning Appliance Group Co., Ltd. (蘇 寧電器集團有限公司) (the “Guarantor”) and China CITIC Bank International Limited, CLSA Limited, The Hongkong and Shanghai Banking Corporation Limited, UBS AG Hong Kong Branch, China Everbright Bank Co., Ltd., Hong Kong Branch, China Minsheng Banking Corp., Ltd., Hong Kong Branch, CMBC Securities Company Limited, Guotai Junan Securities (Hong Kong) Limited and Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch (together, the “Joint Lead Managers”) that (1) you and any customers you represent are not in the United States, (2) the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States, (3) you consent to delivery of this document by electronic transmission, and (4) to the extent you purchase the securities described in the Offering Circular (the “Securities”), you will be doing so in an offshore transaction pursuant to Regulation S. The Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Guarantor, the Joint Lead Managers, the Trustee and the Agents (each as defined in the Offering Circular) nor any of their respective affiliates, directors, officers, employees, representatives, agents and each person who controls any of them accepts any liability or responsibility whatsoever in respect of any such alteration or change to the Offering Circular distributed to you in electronic format or any difference between the Offering Circular distributed to you in electronic format and the hard copy version. Restrictions: This Offering Circular is being furnished in connection with an offering in offshore transactions outside the United States in compliance with Regulation S solely for the purpose of enabling a prospective investor to consider the purchase of the securities described in the Offering Circular. Nothing in this electronic transmission constitutes, and may not be used in connection with, an offer or an invitation by or on behalf of any of the Issuer, the Guarantor or the Joint Lead Managers to subscribe for or purchase any of the securities described therein in any place where offers or solicitations are not permitted by law, and access has been limited so that it shall not constitute in the United States or elsewhere directed selling efforts (within the meaning of Regulation S). If a jurisdiction requires that the offering be made by a licensed broker or dealer and any Joint Lead Manager or any affiliate of a Joint Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by that Joint Lead Manager or such affiliate on behalf of the Issuer in such jurisdiction. Access has been limited so that it shall not constitute a general solicitation in the United States or elsewhere. You are reminded that you have accessed the Offering Circular on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. You acknowledge that the access to the Offering Circular is intended for use by you only and you agree you will not forward or otherwise provide access to any other person. If you have gained access to this electronic transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described herein. Actions that You May Not Take: If you receive the Offering Circular by e-mail, you should not reply by e-mail to the Offering Circular, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. 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 CONFIDENTIAL GRANDA CENTURY LIMITED 格蘭達世紀有限公司 (incorporated with limited liability in the Cayman Islands) U.S.$300,000,000 7.50 PER CENT. GUARANTEED BONDS DUE 2021 Unconditionally and Irrevocably Guaranteed by SUNING APPLIANCE GROUP CO., LTD. (蘇寧電器集團有限公司) (incorporated with limited liability in the People’s Republic of China) Issue Price: 100.00 per cent. The U.S.$300,000,000 7.50 per cent. Guaranteed Bonds due 2021 (the “Bonds”) will be issued by Granda Century Limited 格蘭達世紀有限公司 (the “Issuer”) and will be unconditionally and irrevocably guaranteed (the “Guarantee”) by Suning Appliance Group Co., Ltd. (蘇寧電器集團有限公司) (the “Guarantor”). The Issuer is an indirectly wholly-owned subsidiary of the Guarantor. The Bonds will constitute direct, unsubordinated, unconditional and (subject to Condition 4(a) of the Terms and Conditions of the Bonds) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions of the Bonds, at all times rank at least equally with all the Issuer’s other present and future unsecured and unsubordinated obligations. The Bonds will bear interest on their outstanding principal amount from and including 11 September 2018 (the “Issue Date”) at the rate of 7.50 per cent. per annum. Interest will be payable semi-annually in arrear in equal instalments on 11 March and 11 September in each year, commencing on 11 March 2019. All payments of principal, premium (if any) and interest by or on behalf of the Issuer or the Guarantor in respect of the Bonds or under the Guarantee shall be made free and clear of, and without withholding or deduction for, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Cayman Islands or the PRC to the extent described in “Terms and Conditions of the Bonds — Taxation”. The Guarantor has completed the pre-issuance registration (the “Pre-Issuance Registration”) of the issuance of the Bonds with the National Development and Reform Commission or its local counterparts (the “NDRC”) in accordance with the Circular on Promoting the Reform of the Filing and Registration System on the Issuance by Enterprises of Foreign Debt (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 which came into effect on 14 September 2015. The Guarantor has received an Enterprise Foreign Debt Pre-Issuance Registration Certificate dated 11 July 2018 from the NDRC with respect to the Pre-Issuance Registration, which as at the date of this Offering Circular, remains valid and in full force and effect. The Guarantor will be required to file or cause to be filed with the NDRC the requisite information and documents within ten PRC Business Days (as defined in “Terms and Conditions of the Bonds”) after the Issue Date in accordance with the NDRC Circular and any implementation rules as issued by the NDRC from time to time. The Guarantor will enter into a deed of guarantee (the “Deed of Guarantee”) on or about the Issue Date with The Bank of New York Mellon, London Branch (the “Trustee”) in relation to the Guarantee. The Guarantor will be required to file or cause to be filed with the Nanjing Branch of the State Administration of Foreign Exchange (“SAFE”) the Guarantee within 15 PRC Business Days after the Issue Date in accordance with the Provisions on the Foreign Exchange Administration of Cross-Border Guarantees (跨境擔保外匯管理規定) promulgated by SAFE on 12 May 2014 which came into effect on 1 June 2014 (the “Cross-Border Security Registration”).
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