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IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular (the “Offering Circular”). You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached Offering Circular. In accessing the attached 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 from the company as a result of such access. In order to be eligible to view the attached Offering Circular or make an investment decision with respect to the securities, investors must be outside the United States (as defined under Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)). Confirmation of your representation: This Offering Circular is being sent to you at your request and by accepting the e-mail and accessing the attached Offering Circular, you shall be deemed to represent to Yunnan Energy Investment Finance Company Ltd. (the “Issuer”), Yunnan Energy Investment (H K) Co. Limited (the “Guarantor”), Yunnan Provincial Energy Investment Group Co., Ltd. (the “Company”) and Bank of China Limited, BOCI Asia Limited, CCB International Capital Limited, China Merchants Securities (HK) Co., Ltd., Citigroup Global Markets Limited, CLSA Limited, Guotai Junan Securities (Hong Kong) Limited and The Hongkong and Shanghai Banking Corporation Limited (the “Joint Lead Managers”) that (1) you and any customers you represent are outside the United States and that the e-mail address that you gave us and to which this e-mail has been delivered is not, located in the United States, its territories or possessions and (2) you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission. The attached 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 Company, the Joint Lead Managers, the Trustee (as defined in the attached Offering Circular), the Agents (as defined in the attached Offering Circular) or any of their respective affiliates, directors, officers, employees, representatives, agents and each person who controls the Issuer, the Guarantor, the Company, the Joint Lead Managers, the Trustee, the Agents or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version available to you upon request from the Issuer, the Guarantor, the Company and the Joint Lead Managers. Restrictions: The attached Offering Circular is being furnished in connection with an offering in offshore transactions to persons outside the United States in compliance with Regulation S under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES 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 OFFERING IS MADE SOLELY OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE OF REGULATION S UNDER THE SECURITIES ACT. Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of the Issuer, the Guarantor or the Company or any Joint Lead Manager to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute in the United States or elsewhere a general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act). If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Joint Lead Managers or any affiliate is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Manager or such affiliate on behalf of the Issuer in such jurisdiction. The Offering Circular and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose possession the attached Offering Circular 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 document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the securities described in the attached Offering Circular. Actions that you may not take: If you receive this document by e-mail, you should not reply by e-mail to this document, 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 NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED 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. You are responsible for protecting against viruses and other destructive items. If you receive this document by e-mail, 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 STRICTLY CONFIDENTIAL YUNNAN ENERGY INVESTMENT FINANCE COMPANY LTD. (incorporated in the British Virgin Islands with limited liability) US$300,000,000 3.0 PER CENT. GUARANTEED BONDS DUE 2019 unconditionally and irrevocably guaranteed by YUNNAN ENERGY INVESTMENT (H K) CO. LIMITED (incorporated in Hong Kong with limited liability) with the benefit of a keepwell deed and a deed of equity interest purchase and investment undertaking by YUNNAN PROVINCIAL ENERGY INVESTMENT GROUP CO., LTD. (incorporated in the People’s Republic of China with limited liability) ISSUE PRICE: 99.815 PER CENT. The 3.0 per cent. guaranteed bonds due 2019 (the “Bonds”) will be issued by Yunnan Energy Investment Finance Company Ltd. (the “Issuer”). The Bonds will be unconditionally and irrevocably guaranteed (the “Guarantee”) by Yunnan Energy Investment (H K) Co. Limited (the “Guarantor”). The Issuer is a wholly-owned subsidiary of the Guarantor and the Guarantor is a wholly-owned subsidiary of Yunnan Provincial Energy Investment Group Co., Ltd. (the “Company”). The Bonds will bear interest from and including 26 April 2016 at the rate of 3.0 per cent. per annum. Interest on the Bonds is payable semi-annually in arrear on 26 April and 26 October each year, commencing on 26 October 2016. Unless previously redeemed or purchased and cancelled, the Bonds will mature at their principal amount on 26 April 2019. The Bonds will constitute direct, unconditional, unsubordinated 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 at all times rank at least pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, save for such obligations as may be provided by applicable laws and subject to Condition 4(a) of the Terms and Conditions of the Bonds. Payments on the Bonds will be made without deduction for or on account of taxes of the British Virgin Islands, Hong Kong and 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 keepwell deed on or about 26 April 2016 with Citicorp International Limited (the “Trustee”) as trustee of the Bonds (the “Keepwell Deed”) in favour of the Trustee as further described in “Summary of the Keepwell Deed”. The Keepwell Deed does not constitute a guarantee by the Company of the obligations of the Issuer under the Bonds or the obligations of the Guarantor under the Guarantee. The Issuer, the Guarantor, the Company and the Trustee will enter into a deed of equity interest purchase and investment undertaking on or about 26 April 2016 (the “Deed of Equity Interest Purchase and Investment Undertaking”) as further described in “Summary of the Deed of Equity Interest Purchase and Investment Undertaking”. The Deed of Equity Interest Purchase and Investment Undertaking does not constitute a guarantee by the Company of the obligations of the Issuer under the Bonds or the obligations of the Guarantor under the Guarantee. The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any time at their principal amount together with accrued but unpaid interest up to, but excluding, the date fixed for redemption in the event of certain changes affecting taxes of the British Virgin Islands, Hong Kong or the PRC.
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