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Base Listing Particulars BASE LISTING PARTICULARS relating to HCM QFII INVESTMENTS DAC (a private company incorporated in Ireland with limited liability under company registration number 522075) USD10,000,000,000 HCM QFII INVESTMENTS DAC UNSECURED SECURITIES PROGRAMME THESE BASE LISTING PARTICULARS HAVE BEEN PREPARED SOLELY FOR THE PURPOSES OF ADMITTING THE SECURITIES TO THE OFFICIAL LIST AND TRADING ON THE GLOBAL EXCHANGE MARKET OF EURONEXT DUBLIN 20 MAY 2020 i 8585369.8H2188.I00488 IMPORTANT NOTICE You must read the following before continuing. The following applies to the offering circular comprising a base listing particulars following this page (this "Base Listing Particulars") and you are therefore advised to read this carefully before reading, accessing or making any other use of these Base Listing Particulars. In accessing these Base Listing Particulars, you agree to be bound by the following terms and conditions, including any modifications to them at any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THESE BASE LISTING PARTICULARS IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THESE BASE LISTING PARTICULARS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. These Base Listing Particulars is being sent at your request and by accepting the email and accessing these Base Listing Particulars, you shall be deemed to have represented to us that you have understood the agreed terms set out herein and that you consent to delivery of these Base Listing Particulars by electronic transmission. You are reminded that these Base Listing Particulars has been delivered to you on the basis that you are a person into whose possession these Base Listing Particulars 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 these Base Listing Particulars to any other person. Prohibition of sales to EEA Retail Investors The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in EU Prospectus Regulation 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MIFID II Product Governance Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. In the United Kingdom, these Base Listing Particulars is directed only at persons who (i) are investment professionals having professional experience in matters relating to investments, who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated ii 8585369.8H2188.I00488 associations etc") of the Order (all such persons together being referred to as "relevant persons"). These Base Listing Particulars must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these Base Listing Particulars relates is available only to relevant persons and will be engaged in only with relevant persons. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. These Base Listing Particulars 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 neither the Issuer nor any person who controls or is appointed as an agent or service provider of the Issuer nor any director, officer, employee, agent or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between these Base Listing Particulars distributed to you in electronic format herewith and the hard copy version available to you on request from the Issuer. Further important notices for investors in certain jurisdictions are set out in Appendix A (Offering Disclosures). iii 8585369.8H2188.I00488 It is intended that HCM QFII Investments DAC (the "Issuer") from time to time may issue securities (the "Securities") under the programme for the issue of Securities described herein (the "Programme"). These Base Listing Particulars comprises a base listing particulars for the purposes of giving information with regard to the Issuer which, according to the particular nature of the Issuer and the Securities, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Securities. There is currently no public market for the Securities. Application will be made to the Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") for the Securities to be admitted to Daily Official List (the "Official List") of Euronext Dublin and to trading on its Global Exchange Market. There can be no assurance that the Securities will be listed and admitted to trading on the Global Exchange Market or that such listing, if approved, will be maintained. These Base Listing Particulars have been approved by Euronext Dublin as a listing particulars, and constitute a listing particulars, for the purposes of the "Listing and Admission to Trading Rules of the Global Exchange Market" of Euronext Dublin. Such approval relates only to the Securities which are to be admitted to trading on the Global Exchange Market of Euronext Dublin. In addition, Securities may be issued pursuant to the Programme which are listed on another stock exchange and/or admitted to trading on another market (which may or may not be regulated) and/or unlisted and/or not admitted to trading on any market, in each case as specified in the relevant Constituting Instrument. For the avoidance of doubt, these Base Listing Particulars do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 and relevant implementing measures in Ireland the "Prospectus Regulation"). The Securities may be issued on the terms set out in these Base Listing Particulars and in the constituting instrument (the "Constituting Instrument") entered into in connection therewith. Securities may also be issued under the Programme on terms set out in a separate offering and, if applicable, listing memorandum (each a "Series Listing Document") relating to such Securities which incorporates by reference the whole or any part of these Base Listing Particulars. Any reference to the Constituting Instrument of any Series shall, where a Series Listing Document is issued in connection with such Series, be deemed to be a reference to the terms and conditions of such Series as set out in such Series Listing Document. Copies of each Constituting Instrument will be available at the specified office set out below of the Issuer. The Securities are issued in fully registered form. A Certificate in the form attached as Schedule 1 to the Conditions will be issued to the holder of the Securities. The Certificate will be numbered serially with an identifying number which will be recorded in the Register which the Registrar (as defined below) will maintain on behalf of the Issuer. Securities may not be transferred without the Issuer’s consent. These Base Listing Particulars do not constitute an offer of, or an invitation by or on behalf of the Issuer to invest in the Securities. The distribution of these Base Listing Particulars in certain jurisdictions may be restricted by law. Neither these Base Listing Particulars nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. The Issuer will not be regulated by the Central Bank of Ireland (the "Central Bank") by virtue of issuing the Securities.
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