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IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES, 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 offering circular (the Offering Circular) following this page, and you are therefore advised to read this carefully before reading, accessing 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 any time you receive any information from the Issuer (as defined in the Offering Circular), the Guarantor (as defined in the Offering Circular) or the Company (as defined in the Offering Circular) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES OR GUARANTEE FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES AND THE GUARANTEE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES AND THE GUARANTEE 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. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON, ELECTRONICALLY OR OTHERWISE, AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS 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. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES OR THE GUARANTEE DESCRIBED THEREIN. Each of the Issuer and the Guarantor advises that its Offshore Associates must not participate in the offering of the Bonds or acquire Bonds, as this could result in the entire issue failing to qualify for the exemption from Australian interest withholding tax in Section 128F of the Tax Act. By making an application for the Bonds, you are deemed to represent to the Issuer, the Guarantor and the Joint Bookrunner and Joint Lead Managers that you are not an “Offshore Associate” of the Issuer (as the term is defined in the Offering Circular) or if you are an Offshore Associate you are eligible to acquire Bonds in accordance with sections 128F(5) of the Income Tax Assessment Act 1936 (Commonwealth of Australia) (being an “Eligible Associate”). The meanings of “Offshore Associate” and “Associate” are detailed on page 51 of the Offering Circular. Please refer to the section titled “Risk Factors – Withholding tax may be imposed if conditions of Section 128F interest withholding tax exemption are not met” set out on page 31 and the section titled “Taxation – Australian Taxation” set out on page 115 of the Offering Circular for further details. If you are uncertain whether or not you are an Offshore Associate of the Issuer, you should consult with your legal adviser prior to making an application for the Bonds. Confirmation of your Representation: You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering Circular to any other person. The materials relating to any offering of securities described in the Offering Circular do not constitute, and may not be used in connection with, an offer or solicitation by or on behalf of any of the Issuer, the Guarantor, the Company, the Joint Bookrunners, the Joint Lead Managers and the Co-Managers (as defined in the Offering Circular) in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licenced broker or dealer and the Joint Bookrunners, the Joint Lead Managers and the Co-Managers or any affiliate of the Joint Bookrunners, the Joint Lead Managers and the Co-Managers are licenced brokers or dealers in that jurisdiction, the offering shall be deemed to be made by the Joint Bookrunners, the Joint Lead Managers and the Co-Managers or such affiliate on behalf of the Issuer in such jurisdiction. The Offering Circular 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 Joint Bookrunners, the Joint Lead Managers and the Co-Managers or any person who controls any of them nor any director, officer, employee nor agent of each of them or affiliate of any such person accepts any liability or responsibility whatever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Bookrunners, the Joint Lead Managers and the Co-Managers. 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. BAOSTEEL FINANCING 2015 PTY LTD (ACN 603 604 753) (Incorporated with limited liability in Australia) U.S.$500,000,000 3.875 per cent. Guaranteed Bonds due 2020 (the Bonds) unconditionally and irrevocably guaranteed by BAOSTEEL RESOURCES INTERNATIONAL COMPANY LIMITED 寶鋼資源(國際)有限公司 (Incorporated with limited liability in Hong Kong) Issue Price for the Bonds: 99.488 per cent. The U.S.$500,000,000 3.875 per cent. Bonds due 2020 (the Bonds) will be issued by Baosteel Financing 2015 Pty Ltd (the Issuer) and will be unconditionally and irrevocably guaranteed (the Guarantee) by Baosteel Resources International Company Limited 寶鋼資源(國際)有限公司 (the Guarantor). The Bonds will be direct, unconditional, unsubordinated and (subject to Condition 4 (Negative Pledge and Other Covenants) 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 law and subject to Condition 4 (Negative Pledge and Other Covenants) of the Terms and Conditions of the Bonds, at all times rank at least pari passu with all the Issuer’s other present and future unsecured and unsubordinated obligations. The payment obligations of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by applicable law and subject to Condition 4 (Negative Pledge and Other Covenants) of the Terms and Conditions of the Bonds, at all times rank at least pari passu with all the Guarantor’s other present and future unsecured and unsubordinated obligations. The Issuer is a wholly-owned subsidiary of the Guarantor. The Guarantor is a wholly-owned subsidiary of Baosteel Group Corporation (the Company). Interest on the Bonds is payable semi-annually in arrear on 28 January and 28 July in each year (each an Interest Payment Date), commencing on 28 July 2015. All payments of principal, premium 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 taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Australia, Hong Kong or the People’s Republic of China (the PRC) to the extent described in “Terms and Conditions of the Bonds – Taxation”. The Issuer, the Guarantor and the Company will enter into a deed of investment and keepwell undertakings (the Keepwell Deed) and a liquidity support covenants deed (the Liquidity Support Covenants Deed) on or about 28 January 2015 with The Hongkong and Shanghai Banking Corporation Limited (the Trustee)as trustee of the Bondholders as further described in “Terms and Conditions of the Bonds”, “Description of the Keepwell Deed” and “Description of the Liquidity Support Covenants Deed”. The Keepwell Deed and the Liquidity Support Covenants Deed do not constitute a guarantee by the Company of the obligations of the Issuer under the Bonds or the Trust Deed or the obligations of the Guarantor under the Guarantee. Unless previously redeemed, or purchased and cancelled, the Bonds will mature on 28 January 2020 at their principal amount. The Bonds may be redeemed at the option of the Issuer, in whole but not in part, on giving not less than 30 nor more than 60 days’ notice, at a Make Whole Price (as defined in the Terms and Conditions of the Bonds), together with interest accrued to (but excluding) the date fixed for redemption. See “Terms and Conditions of the Bonds – Redemption and Purchase – Redemption at the Option of the Issuer”. 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 Australia, Hong Kong or the PRC.
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