Hong Kong Link 2004 Limited (A Company Incorporated with Limited Liability Under the Companies Ordinance of Hong Kong) Tranche a 2.75 Per Cent
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If you are in any doubt about this Prospectus you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser. CO S.38 The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no Rule 25.22 responsibility for the contents of this Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Prospectus. Prospectus CO S.37 Dated: 19 April 2004 App 1c para 1 Hong Kong Link 2004 Limited (a company incorporated with limited liability under the Companies Ordinance of Hong Kong) Tranche A 2.75 per cent. Secured Retail Bonds due 2007 (“Tranche A Retail Bonds”) Tranche B 3.60 per cent. Secured Retail Bonds due 2009 (“Tranche B Retail Bonds”) Tranche C 4.28 per cent. Secured Retail Bonds due 2011 (“Tranche C Retail Bonds”) The Retail Bonds will be issued by Hong Kong Link 2004 Limited (the “Issuer”), a company incorporated with limited liability in Hong Kong and all the shares in which are held by The Financial Secretary Incorporated on behalf of the Government of the Hong Kong Special Administrative Region of the People’s Republic of China (“HKSAR Government”). The maximum aggregate principal amount of Retail Bonds and Notes (as defined in the section headed “Transaction Summary”) is HK$6,000,000,000; however, the Issuer reserves the right to fix the principal amount of Retail Bonds of each tranche to be issued (subject to the relevant maximum aggregate principal amount) in light of valid applications received. References in this Prospectus to “Retail Bonds” are to any or all of the Tranche A Retail Bonds, the Tranche B Retail Bonds and the Tranche C Retail Bonds (each a “tranche” of Retail Bonds). Application for Retail Bonds can only be made by (i) Asia Commercial Bank Limited (“Asia Commercial Bank”), Bank of America (Asia) Limited (“Bank App 1c of America (Asia)”), Bank of China (Hong Kong) Limited (“Bank of China (Hong Kong)”), Bank of Communications (Hong Kong Branch) (“Bank of para 17(3) Communications”), The Bank of East Asia, Limited (“The Bank of East Asia”), Chekiang First Bank Limited (“Chekiang First Bank”), Chiyu Banking Corporation Limited (“Chiyu Bank”), Citibank, N.A. acting through its Hong Kong Branch (“Citibank”), CITIC Ka Wah Bank Limited (“CITIC Ka Wah Bank”), Dah Sing Bank, Limited (“Dah Sing Bank”), DBS Bank (Hong Kong) Limited (“DBS Bank”), Fortis Bank Asia HK, Hang Seng Bank Limited (“Hang Seng Bank”), The Hongkong and Shanghai Banking Corporation Limited (“HSBC”), Industrial and Commercial Bank of China (Asia) Limited (“ICBC (Asia)”), International Bank of Asia Limited (“International Bank of Asia”), Liu Chong Hing Bank Limited (“Liu Chong Hing Bank”), MEVAS Bank Limited (“MEVAS Bank”), Nanyang Commercial Bank, Limited (“Nanyang Commercial Bank”), Shanghai Commercial Bank Limited (“Shanghai Commercial Bank”), Standard Chartered Bank, Wing Hang Bank, Ltd. (“Wing Hang Bank”), and Wing Lung Bank Limited (“Wing Lung Bank”) (each a “Placing Bank” and together, the “Placing Banks”) and (ii) HKSCC as the operator of the Central Clearing and Settlement System (“CCASS”). In order to instruct a Placing Bank to apply for Retail Bonds on your behalf, you must already have, or you must open, a bank account and also an investment account with the Placing Bank you intend to instruct. In order to instruct HKSCC to apply for Retail Bonds on your behalf, you must either already have, or you must open, an Investor Account with HKSCC, or apply through a person admitted to participate in CCASS as a broker participant or a custodian participant who may be a bank or a broker (a “CCASS Broker/Custodian Participant”) and who is willing to make the application on your behalf (“your designated CCASS Broker/Custodian Participant”). No application form is being issued for the Retail Bonds: you must either instruct (a) one of the Placing Banks or (b) HKSCC directly (if you are a person admitted to participate in CCASS as an investor participant (a “CCASS Investor Participant”)) or through your designated CCASS Broker/Custodian Participant, to apply for Retail Bonds on your behalf. See the section headed “Custody Arrangements in respect of the Retail Bonds”. Copies of this Prospectus can be obtained, during the subscription period for the Retail Bonds, from the places set out in the section headed “Where to Obtain Copies of the Prospectus”. This Prospectus will also be available on the Issuer’s website — www.hklink2004.com.hk to which the websites of The Bank of East Asia, Citibank, DBS Bank, HSBC, Standard Chartered Bank and Wing Lung Bank have a hyperlink, on the Hong Kong Stock Exchange’s website — www.hkex.com.hk and on the CCASS Investor Participant website — https://ip.ccass.com. Please refer to the section headed “References to Websites” on page 11 of this Prospectus for a warning statement and disclaimer relating to the usage of information contained on the websites referred to above. The total return on the Retail Bonds, or yield to maturity, will depend on the subscription price and may be higher or lower than the specified interest rate (on an annualised basis). The subscription price for each tranche of Retail Bonds will be fixed so that it will be the lower of (a) the application price, being 102 per cent. of the principal amount of the Retail Bonds and (b) such amount so that the annualised yield on the Retail Bonds for each tranche is equal to the annualised yield of an identified issue of Exchange Fund Notes of comparable remaining tenor plus a specified margin. The subscription price may be equal to or more than or less than the principal amount of the Retail Bonds or equal to or less than the application price of the Retail Bonds. See the sections headed “Summary of the Retail Bonds being offered” and “How the Subscription Price of the Retail Bonds will be fixed”. Application has been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Retail Bonds and such permission is expected to CO become effective on 10 May 2004. S.44B(1) Each of the market makers (as defined in the section headed “Market Making Arrangements”) has agreed, subject to certain limitations, to quote prices App 1c at which it will buy or sell the Retail Bonds - see the section headed “Market Making Arrangements”. These arrangements, however, do not assure an active paras 10, 12 trading market for the Retail Bonds. The Retail Bonds of each tranche are expected to be rated Aa3 by Moody’s Investors Service (“Moody’s”), AA+ by Fitch Ratings Inc. (“Fitch”) and AA- by Standard & Poor’s, a division of the McGraw-Hill Companies Inc. (“S&P” and, together with Moody’s and Fitch, the “Rating Agencies”). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. A copy of this Prospectus, together with a copy of the documents specified in paragraph 6 of the section headed “General Information”, have been registered by App 1c the Registrar of Companies in Hong Kong as required by Section 38D of the Companies Ordinance (Cap.32) of Hong Kong (the “Companies Ordinance”). The para 18 Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong (the “SFC”) take no responsibility for the contents of this CO S.38D(2)(a) Prospectus or any of the other documents delivered for registration. CO This Prospectus contains only limited information in relation to, and does not constitute an offer of, the Toll Revenue Bond or the Notes. See the section S.38D(2)(b) headed “Transaction Summary”. Global Co-ordinator and Sole Bookrunner Placing Banks Asia Commercial Bank of America Bank of China Bank of The Bank of Bank (Asia) (Hong Kong) Communications East Asia Chekiang First Bank Chiyu Bank Citibank CITIC Ka Wah Bank Dah Sing Bank DBS Bank Fortis Bank Asia HK Hang Seng Bank HSBC ICBC (Asia) International Liu Chong MEVAS Bank Nanyang Commercial Shanghai Commercial Bank of Asia Hing Bank Bank Bank Standard Chartered Wing Hang Bank Wing Lung Bank Bank Definitive Retail Bonds, or certificates representing Retail Bonds, will not be issued to individual holders of Retail Bonds (except in very limited circumstances). Three permanent global Retail Bonds (the “Global Retail Bonds”), each representing the total principal amount of a tranche of Retail Bonds, will instead be deposited on the issue date of the Retail Bonds with the Central Moneymarkets Unit Service (the “CMU”) operated by the Hong Kong Monetary Authority (the “HKMA”). Individual holders of Retail Bonds must hold their Retail Bonds in an investment account with a participant in the CMU (which must initially be one of the Placing Banks), in an Investor Account with HKSCC or in a securities or custodian account with a CCASS Broker/Custodian Participant. Subject to compliance with the admission requirements of the HKSCC and the granting of listing of, and permission to deal in, the Retail Bonds on the Hong Kong Stock Exchange, the Retail Bonds will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement of dealings in the Retail Bonds on the Hong Kong Stock Exchange or such other date as determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time (the “Rules of CCASS”).