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Preliminary Offering Circular (“Offering Circular”)

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Preliminary Offering Circular (“Offering Circular”) 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 disclaimer before continuing. The following disclaimer applies to the attached preliminary offering circular (“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 us as a result of such access. In order to view this Offering Circular or make an investment decision with respect to the securities, you must not be located in the United States. 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 the Managers (as defined in the attached Offering Circular), the Issuer and the Guarantor that (1) you and any customers you represent are not, and 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) your stated electronic mail address to which this email has been delivered is not located in the United States and 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 Managers, the Trustee (as defined in the attached Offering Circular) or the Agents (as defined in the attached Offering Circular) nor any of their respective affiliates, directors, officers, employees, representatives, agents, advisers and each person who controls any of them nor 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. We will provide a hard copy version to you upon request. Restrictions: The attached Offering Circular is in preliminary form and is being furnished in connection with an offering outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF NOTES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES (THE “NOTES”) AND THE GUARANTEE THEREOF 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 NOTES 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. THIS OFFERING IS MADE SOLELY IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of the issuer of the securities, the guarantor thereof or the Managers, the Trustee or the Agents 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 the Managers or any affiliate of the Managers are licenced brokers or dealers in that jurisdiction, the offering shall be deemed to be made by the Managers or such affiliate on behalf of the issuer in such jurisdiction. You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose possession this 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 Offering Circular, 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 announcement, 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 email, 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. Subject to completion Preliminary Offering Circular dated 24 February 2020 STRICTLY CONFIDENTIAL Geely Finance (Hong Kong) Limited (incorporated in Hong Kong with limited liability) U.S.$ per cent. Guaranteed Notes due 20 unconditionally and irrevocably guaranteed by e securities mentioned herein and is not Zhejiang Geely Holding Group Company Limited (浙江吉利控股集團有限公司) (incorporated in the People’s Republic of China with limited liability) Issue Price: per cent. Geely Finance (Hong Kong) Limited (the “Issuer”) proposes to issue the U.S.$ per cent. Guaranteed Notes due 20 (the “Notes”). The Notes will be direct, unconditional, unsubordinated and (subject to the provisions of Condition 5.1 of the Terms and Conditions of the Notes) unsecured obligations of the Issuer and will be unconditionally and irrevocably guaranteed (the “Guarantee”) by Zhejiang Geely Holding Group Company Limited (浙江吉利控股集團有 限公司) (the “Guarantor”). The Notes bear interest from and including at the rate of per cent. per annum. Interests will be payable semi-annually in arrear on and in each year (each an Interest Payment Date). Payments on the Notes will be made without deduction or withholding for or on account of taxes of any Relevant Jurisdiction (as defined herein) to the extent described under “Terms and Conditions of the Notes – Taxation”. Unless previously redeemed, purchased or cancelled, the Notes will mature on at their principal amount. The Notes 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 any Relevant Jurisdiction at any time upon giving not less than 30 nor more than 60 days’ notice. See “Terms and Conditions of the Notes – Redemption and Purchase – Redemption for Taxation Reasons.” The Notes may also be redeemed at the option of the holders at 101 per cent. of the principal amount, together with accrued interest, upon occurrence of a Change of Control (as defined in the Terms and Conditions of the Notes) and at 100 per cent. of the principal amount, together with accrued interest, upon the occurrence of a No Registration Event (as defined in the Terms and Conditions of the Notes). The Guarantor will file or cause to be filed with the State Administration of Foreign Exchange of the PRC or its local branch (“SAFE”) the Deed of Guarantee within 15 PRC Business Days (as defined in the Terms and Conditions of the Notes) after its execution in accordance with the Provisions on the Foreign Exchange Administration of Cross-Border Guarantees (跨境擔保外匯管理規定) and the relevant operational guidelines promulgated by SAFE on 12 May 2014 with effect from 1 June 2014 (the “Cross-Border Security Registration”). The Guarantor will complete registration of the Guarantee with SAFE on or before the Registration Deadline (being the day falling 120 PRC Business Days after the Issue Date). Pursuant to the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises (國家發展改革委關於推進企 業發行外債備案登記制管理改革的通知(發改外資[2015]2044號)) promulgated by the National Development and Reform Commission of the PRC (the “NDRC”) on 14 September 2015 which came into effect immediately (“Circular 2044”), the Guarantor has registered the issuance of the Notes with the NDRC and has obtained a registration certificate dated 9 August 2019 with the validity of one year from the date thereof (the “NDRC Pre-issuance Registration Certificate”), according to which the Guarantor’s overseas subsidiary was allowed to issue offshore bonds up to US$700 million. The Guarantor intends to provide the requisite information on the issuance of the Notes to the NDRC within 10 PRC Business Days after the Issue Date and in accordance with Circular 2044 and the NDRC Pre-issuance Registration Certificate. Approval in-principle has been received for the listing and quotation of the Notes on the Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”).
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