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Rail Transit International Development Company Limited 軌道國際發展有限公司 (incorporated with limited liability in the British Virgin Islands) €400,000,000 1.625 per cent. Guaranteed Bonds due 2022 Unconditionally and irrevocably guaranteed by Tianjin Rail Transit Group (Hong Kong) Co., Limited (incorporated with limited liability in Hong Kong) and with the benefit of a Keepwell and Liquidity Support Deed and a Deed of Equity Interest Purchase Undertaking provided by Tianjin Rail Transit Group Co., Ltd. (incorporated with limited liability in the People’s Republic of China) Issue Price for the Bonds: 99.443 per cent. The 1.625 per cent. Guaranteed Bonds due 2022 in the aggregate principal amount of €400,000,000 (the “Bonds”) will be issued by Rail Transit International Development Company Limited (軌道國際發展有限公司) (the “Issuer”) and will be unconditionally and irrevocably guaranteed (the “Guarantee”) by Tianjin Rail Transit Group (Hong Kong) Co., Limited (the “Guarantor”). The Issuer and the Guarantor are indirect and direct wholly-owned subsidiaries of Tianjin Rail Transit Group Co., Ltd. (the “Company”), respectively. The Bonds bear interest on their outstanding principal amount from and including 22 March 2018 at the rate of 1.625 per cent. per annum. Interest on the Bonds will be payable annually in arrear on 22 June in each year. The Bonds 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 obligations of the Guarantor under the Guarantee 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 its other present and future unsecured and unsubordinated obligations. Payments on the Bonds will be made without deduction for taxes of the British Virgin Islands, Hong Kong or the PRC (as defined herein) to the extent described in “Terms and Conditions of the Bonds — Taxation”. The Issuer, the Guarantor and the Company will enter into a keepwell and liquidity support deed dated on or about 22 March 2018 with The Hongkong and Shanghai Banking Corporation Limited (the “Trustee”) as trustee of the Bonds (the “Keepwell and Liquidity Support Deed”) as further described in “Description of the Keepwell and Liquidity Support Deed”. The Keepwell and Liquidity Support Deed does not constitute a guarantee by the Company of the obligations of the Issuer under the Bonds or the Guarantor under the Guarantee. The Issuer, the Guarantor, the Company and the Trustee will enter into a deed of equity interest purchase undertaking dated on or about 22 March 2018 (the“Deed of Equity Interest Purchase Undertaking”) as further described in “Description of the Deed of Equity Interest Purchase Undertaking”. The Deed of Equity Interest Purchase Undertaking does not constitute a guarantee by the Company of the obligations of the Issuer under the Bonds or the Guarantor under the Guarantee. An application for the filing and registration of the offering of the Bonds was made by the Company to the National Development and Reform Commission (the “NDRC”) pursuant to the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Corporates (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) (Fa Gai Wai Zi [2015] No 2044) (the “NDRC Notice”). An enterprise foreign debt pre-issuance registration certificate (the “NDRC Pre-Issuance Registration Certificate”) was received by the Company on 3 November 2017 from Tianjin Development and Reform Commission which was issued by the NDRC on 23 October 2017. Pursuant to the NDRC Notice, the Company shall report or cause to be reported relevant information in connection with the Bonds to the NDRC not later than the PRC Business Day (as defined in the “Terms and Conditions of the Bonds”) falling 10 PRC Business Days after the Issue Date (the “Post-Issuance Reporting Filing”). The Company intends to complete the Post-Issuance Reporting Filing as soon as practicable and in any event within 10 PRC Business Days after the Issue Date (as defined below). The Bonds will mature on 22 June 2022 at their principal amount. The Bonds are subject to redemption, in whole but not in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of the British Virgin Islands, Hong Kong or the PRC. See “Terms and Conditions of the Bonds — Redemption and Purchase — Redemption for Tax Reasons”. The Bonds also contain a provision for redemption at the option of the holders of the Bonds (the “Bondholders”) at 101 per cent. of the principal amount of each Bond, together with interest accrued to the date for redemption, upon the occurrence of a Change of Control (as defined in the “Terms and Conditions of the Bonds”) with respect to the Bonds. See “Terms and Conditions of the Bonds — Redemption and Purchase — Redemption for Change of Control”. The Bonds are expected to be assigned a rating of “Baa1” by Moody’s Investors Service, Inc. (“Moody’s”) and “A” by Fitch Ratings Ltd. (“Fitch”). The rating does not constitute a recommendation to buy, sell or hold the Bonds and may be subject to suspension, reduction or withdrawal at any time by Moody’s and Fitch. In addition, the Company is rated “A3” with stable outlook by Moody’s, “A-” with stable outlook by Standard & Poor’s Ratings Services, a division of the McGraw Hill Financial, Inc. (“S&P”) and “A” with stable outlook by Fitch. Such ratings do not constitute a recommendation to buy, sell or hold the Bonds and may be subject to revision or withdrawal at any time by Moody’s, S&P and Fitch. Investing in the Bonds involves certain risks. See “Risk Factors” beginning on page 15. The Bonds and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and, subject to certain exceptions, may not be offered or sold within the United States. Accordingly, the Bonds are being offered and sold only outside the United States in offshore transactions in compliance with Regulation S under the Securities Act (“Regulation S”). For a description of these and certain further restrictions on offers and sales of the Bonds and the distribution of this Offering Circular, see the section entitled “Subscription and Sale”on page 128. The denomination of the Bonds shall be €100,000 and integral multiples of €1,000 in excess thereof. Application has been made to the Luxembourg Stock Exchange (the “LuxSE”) for the Bonds to be listed on the Official List of the LuxSE (the “Official List”) and to be admitted to trading on the Euro MTF Market of the LuxSE (the “Euro MTF Market”). The Euro MTF Market is not a regulated market pursuant to the provisions of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This Offering Circular shall constitute a prospectus for the purpose of the Luxembourg Law dated 10 July 2015 (as amended) on Prospectuses for Securities (the “Luxembourg Prospectus Law”). The Issuer has prepared this Offering Circular solely for use in connection with the listing of the Bonds on the Euro MTF Market. The Offering Circular can only be used for the purposes for which it has been published. The LuxSE assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Each of the Issuer and the Guarantor accepts full responsibility for the information contained in this Offering Circular and each confirms, having made all reasonable inquiries, that to the best of its knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The Bonds will be represented initially by interests in a global certificate (the “Global Certificate”) in registered form which will be registered in the name of a nominee of, and shall be deposited on or about 22 march 2018 (the “Issue Date”) with, a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream. Except as described herein, definitive certificates for the Bonds will not be issued in exchange for interests in the Global Certificate (see “Summary of Provisions Relating to the Bonds in Global Form”). Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers HSBC ICBC International Standard Chartered Bank ABC International Joint Bookrunners and Joint Lead Managers CCB International Bank of China Wing Lung Bank Limited The date of this Offering Circular is 23 March 2018. IMPORTANT NOTICE THIS OFFERING CIRCULAR (THE “OFFERING CIRCULAR”) DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER, THE GUARANTOR, THE COMPANY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES SINCE THE DATE HEREOF OR THE DATE UPON WHICH THIS OFFERING CIRCULAR HAS BEEN MOST RECENTLY AMENDED OR SUPPLEMENTED OR THAT THE INFORMATION SET FORTH IN THIS OFFERING CIRCULAR IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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