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MTR Corporation Offering Circular (a company incorporated on 26th April 2000 in Hong Kong with company number 714016) and MTR Corporation (C.I.) Limited (a company organised under the laws of the Cayman Islands on 30th October 2000) (Unconditionally and Irrevocably Guaranteed by MTR Corporation Limited) US$4,000,000,000 Debt Issuance Programme On 22nd December 1993, Mass Transit Railway Corporation (“MTRC”) entered into a US$1,000,000,000 Debt Issuance Programme (the “Programme”). The maximum aggregate nominal amount of Notes (as defined below) which may be outstanding under the Programme was increased to US$2,000,000,000 with effect from 1st June 1999, to US$3,000,000,000 with effect from 31st October 2006 and to US$4,000,000,000 with effect from 13th March 2013. On 30th June 2000 MTR Corporation Limited (“MTRCL” or “the Company”) replaced MTRC as the issuer of Notes under the Programme. All the assets and liabilities of MTRC vested in MTRCL and MTRCL has adopted all of the accounts of MTRC. MTR Corporation (C.I.) Limited (“MTR Cayman”) became an additional issuer of Notes under the Programme with effect from 9th April 2001 pursuant to an Amending and Restating Programme Agreement dated 9th April 2001 made between MTRCL, MTR Cayman and the Dealers named therein (MTRCL and MTR Cayman together being the “Issuers” and each an “Issuer”). This Offering Circular supersedes any previous prospectus, listing particulars or offering circular describing the Programme. Other than the US$600,000,000 2.500% Fixed Rate Notes due 2026 as set out in a pricing supplement dated 24th October 2016 that have already been agreed to be issued by MTR Cayman under the 2015 programme prior to the date of this Offering Circular, any other Notes issued under the Programme on or after the date of this Offering Circular are subject to the provisions described herein. This does not affect any Notes issued before the date of this Offering Circular. Under the Programme, MTRCL or MTR Cayman or any other entity that may be appointed as an additional issuer under the Programme, as the case may be, (the “relevant Issuer”) may from time to time issue Notes (the “Notes”) denominated in any currency agreed upon by the relevant Issuer and the relevant Dealer(s) (as defined herein). The Notes shall have maturities that are one month or greater (subject to such minimum or maximum maturity as may be allowed or required from time to time by the relevant central bank or equivalent body (however called) or any laws or regulations applicable to the relevant currency) and, subject as set out herein, the maximum aggregate principal amount of all Notes from time to time outstanding will not exceed US$4,000,000,000 (or its equivalent in other currencies). The payment of all amounts payable in respect of Notes to be issued by MTR Cayman or any other entity that may be appointed as an additional issuer under the Programme will be unconditionally and irrevocably guaranteed by MTRCL (the “Guarantor”). The Notes will be offered through one or more of the Dealers specified under the section headed “Summary” in this Offering Circular and any additional Dealers appointed under the Programme from time to time (each a “Dealer” and together the “Dealers”) on a continuing basis whether in respect of the Programme generally or a particular issue of Notes. Application will be made to The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for the listing of the Programme by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and in the Securities and Futures Ordinance (Cap.571) of Hong Kong) (together, ‘‘Professional Investors’’) only during the 12-month period from the date of this document on the Hong Kong Stock Exchange. This document is for distribution to Professional Investors only. Investors should not purchase the Notes in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Notes are only suitable for Professional Investors. The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Programme and the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Programme, the Notes or the Issuers, or MTRCL (in such capacity as the Guarantor) or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this document, 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 document. The Notes have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, US persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. Notice of the aggregate principal amount or interest (if any) payable in respect of the issue price of each Tranche (as defined herein) of Notes will be given in a pricing supplement (the “Pricing Supplement”) which, with respect to Notes to be listed on the Hong Kong Stock Exchange, will be delivered to the Hong Kong Stock Exchange on or before the date of issue of such Notes. Copies of each Pricing Supplement will be available from the specified office of each of the Paying Agents (as defined herein). The Programme provides that Notes may be listed on such other or further stock exchanges as may be agreed between the relevant Issuer and the relevant Dealer(s), and may also be unlisted. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Hong Kong Stock Exchange or any other stock exchange. Each Tranche of Notes with a maturity of more than 365 days will initially be represented by a temporary global note (each a “Temporary Global Note”), unless the applicable Pricing Supplement specifies otherwise, and each Tranche with a maturity of 365 days or less will initially be represented by a permanent global note (each a “Permanent Global Note” and together with the Temporary Global Notes, the “Global Notes”), unless the applicable Pricing Supplement specifies otherwise. Each Global Note will be deposited (a) in the case of a Tranche intended to be cleared through Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream”), on the issue date with a common depositary on behalf of Euroclear and Clearstream or (b) in the case of a Tranche intended to be cleared through CMU (as defined herein) or any other clearing system other than Euroclear or Clearstream or delivered outside a clearing system, as stipulated in the applicable Pricing Supplement. Interests in Temporary Global Notes will be exchangeable for interests in Permanent Global Notes or, if specified in the Pricing Supplement, for definitive Notes (“Definitive Notes”) in bearer or registered form. In the case of Notes in bearer form, such exchange will occur only after 40 days from the issue date upon certification as to non-US beneficial ownership. Interests in Permanent Global Notes will be exchangeable for Definitive Notes in bearer form (“Definitive Bearer Notes”) or for Definitive Notes in registered form (“Definitive Registered Notes”). As at the date of this Offering Circular, MTRCL and MTR Cayman’s debt ratings are (i) (P)Aa1 (for senior unsecured debt) and (P)P-1 (for short-term debt) by Moody’s Investors Service Hong Kong Limited (“Moody’s”); and (ii) AAA (for long term debt) and cnAAA (Greater China credit scale rating) by S&P Global Ratings (“S&P”). Notes issued under the Programme may be rated or unrated. When an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme and (where applicable) such rating will be specified in the relevant Pricing Supplement. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Offering Circular. This Offering Circular does not describe all of the risks of an investment in the Notes. Arranger J.P. Morgan Dealers ANZ Barclays BNP PARIBAS BofA Merrill Lynch Crédit Agricole CIB Citigroup Deutsche Bank Goldman Sachs (Asia) L.L.C. HSBC J.P. Morgan Mizuho Securities Morgan Stanley MUFG Nomura Standard Chartered Bank (Hong Kong) Limited UBS Westpac Banking Corporation 28th October 2016 IMPORTANT If you are in any doubt about this Offering Circular you should consult your stockbroker, bank manager, solicitor, certified public accountant or other professional adviser. This Offering Circular is to be read in conjunction with all the documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). The Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Issuers and the Guarantor.
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