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Offering Circular Supplement

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Offering Circular Supplement IMPORTANT NOTICE NOT FOR DISTRIBUTION IN THE UNITED STATES NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR ANY U.S. PERSONS. THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the supplement to the offering circular following this page (the ‘‘Supplement’’), and you are therefore advised to read this carefully before reading, accessing or making any other use of this Supplement. In accessing this Supplement, 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 THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES 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. THE SECURITIES MAY NOT BE OFFERED OR SOLD 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 (‘‘REGULATION S’’), 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. THIS SUPPLEMENT 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 THIS DOCUMENT 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: This Supplement is being sent at your request and by accepting the electronic mail and accessing this Supplement, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this electronic mail has been delivered is not located in the United States and that you consent to delivery of such Supplement by electronic transmission. You are reminded that this Supplement has been delivered to you on the basis that you are a person into whose possession this Supplement may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Supplement to any other person. The materials relating to the offering of securities to which this Supplement relates do not constitute, andmaynotbeusedinconnectionwith,anoffer 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 underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer or the Guarantor (each as defined in this Supplement) in such jurisdiction. This Supplement 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 the Issuer, the Guarantor, the Dealers (each as defined in this Supplement) nor any person who controls any Dealer, nor any director, officer, employee or agent of any of the Issuer, the Guarantor or the Dealers or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Supplement distributed to you in electronic format and the hard copy version available to you on request from the Dealers. You are responsible for protecting against viruses and other destructive items. Your use of this electronic 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. HNA Group (International) Company Limited (incorporated with limited liability in Hong Kong) U.S.$200,000,000 6.25 per cent. Guaranteed Notes due 2021 issued under U.S.$3,000,000,000 Medium Term Note Programme unconditionally and irrevocably guaranteed by HNA Group Co., Limited (incorporated with limited liability in the People’s Republic of China) This Supplement (the ‘‘Supplement’’) to the Offering Circular dated 17 March 2015 (the ‘‘Offering Circular’’) is prepared in connection with the U.S.$3,000,000,000 Medium Term Note Programme (the ‘‘Programme’’) established by HNA Group (International) Company Limited (the ‘‘Issuer’’), and the U.S.$200,000,000 6.25 per cent. Guaranteed notes due 2021 (the ‘‘Notes’’) issued by the Issuer under the Programme. This Supplement is supplemental to, forms part of and should be read in conjunction with, the Offering Circular. Terms defined in the Offering Circular have the same meaning when used in this Supplement. The Notes will be unconditionally and irrevocably guaranteed (‘‘Guarantee of the Notes’’) by HNA Group Co., Limited (the ‘‘Guarantor’’). The Guarantor will enter into a deed of guarantee (the ‘‘Deed of Guarantee’’) on 28 September 2016. The Guarantor will be required to register or cause to be registered with the State Administration of Foreign Exchange (‘‘SAFE‘‘ ）the Deed of Guarantee following the issue of the Notes in accordance with the Provision on Foreign Exchange Administration of Cross-Border Guarantees promulgated by SAFE. The Guarantor shall submit for registration the Deed of Guarantee within 15 China Business Days after its execution and complete the registration of the Deed of Guarantee with SAFE as soon as practicable and, in any event, before the Registration Deadline (being 90 China Business Days after 5 October 2016 (the ‘‘Issue Date’’). If such registration of the Deed of Guarantee with SAFE is completed on or before the Issue Date, the Net Proceeds (as defined in the Terms and Conditions of the Notes) of Notes shall be deposited into the designated account of the Issuer. If, however, the registration is not completed on or before the Issue Date, each of the Issuer and the Guarantor shall procure that the Net Proceeds from the offering of the Notes are deposited into the Escrow Account on the Issue Date, following which they may only be released to the Issuer after the completion of such registration on or before the Registration Deadline subject to the Terms and Conditions of the Notes and the Escrow Deed (as defined in the Terms and Conditions of the Notes). Following the occurrence of a Non-Registration Event (as defined in the Terms and Conditions of the Notes), the Issuer shall redeem on the Non-Registration Event Redemption Date (as defined in the Terms and Conditions of the Notes) all, and not some only, of the Notes subject to the Non-Registration Event at the Early Redemption Amount (No Registration Event), together with accrued interest up to, but excluding the Non- Registration Event Redemption Date. The obligations of the Guarantor under the Guarantee of the Notes shall, save for such exceptions as may be provided by applicable legislation and subject to Conditions 5(a) of the Terms and Conditions of the Notes at all times rank at least pari passu with all its other present and future unsecured and unsubordinated obligations. Development and Reform Commission (‘‘NDRC’’) in accordance with the Guarantor undertakes under Special Condition 2 of the Terms and Conditions of the Notes to file or cause to be filed with National Development and Reform Commission (‘‘NDRC’’) the requisite information and documents within 7 China Business Days after the Issue Date 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 effecton14September2015andOfficial Reply of the National Development and Reform Commission on the Pilot Programme of Enterprise Foreign Debt Scale Management Reform of 2016 (Fa Gai Wei Zi [2016] No 1153)（國家發展改革委關於2016年度企業外債規模管理改革試點的批覆（發改外資[2016]1153號））. Approval-in-principle has been received from the Singapore Exchange Securities Trading Limited (the ‘‘SGX-ST’’) for the listing and quotation of the Notes. There is no assurance that the application to the Official List of the SGX-ST for the listing of the Notes of any Series will be approved. 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 financial information and tables containing such information as at and for the years ended 31 December 2014 and 2015 included in the sections, ‘‘Description of the Issuer Group’’ and ‘‘Description of the Group’’ of this Supplement have been derived from the Group’s audited consolidated financial statements. 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.
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