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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 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 us as a result of such access. 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 Proven Honour Capital Limited (the ‘‘Issuer’’), Huawei Investment & Holding Co., Ltd. (the ‘‘Guarantor’’) and each of Australia and New Zealand Banking Group Limited, Bank of China (Hong Kong) Limited, DBS Bank Ltd., ING Bank N.V., Singapore Branch and Standard Chartered Bank as joint lead managers and joint bookrunners (together the ‘‘Joint Lead Managers’’) that (1) you and any customers you represent are not located in the United States (as defined in Regulation S under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’)) 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, 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 or any of the Joint Lead Managers or any of their respective affiliates, directors, officers, employees, representatives, agents and each person who controls the Issuer, the Guarantor, the Joint Lead Managers 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. We will provide a hard copy version to you upon request. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. 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. THIS OFFERING IS MADE SOLELY OUTSIDE OF THE UNITED STATES 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 any of the Issuer, the Guarantor of the securities or the Joint Lead Managers 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 Joint Lead Managers or any of their respective affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by it or such affiliate on behalf of the Issuer and the Guarantor 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 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. 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 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. PROVEN HONOUR CAPITAL LIMITED (incorporated with limited liability in the British Virgin Islands) US$1,000,000,000 4.125 PER CENT. GUARANTEED BONDS DUE 2025 Unconditionally and Irrevocably Guaranteed by HUAWEI INVESTMENT & HOLDING CO., LTD. (incorporated with limited liability in the People’s Republic of China) ISSUE PRICE: 99.006 per cent. The 4.125 per cent. guaranteed bonds due 2025 in the aggregate principal amount of US$1,000,000,000 (the ‘‘Bonds’’) will be issued by Proven Honour Capital Limited (the ‘‘Issuer’’) and will be unconditionally and irrevocably guaranteed (the ‘‘Guarantee’’) by Huawei Investment & Holding Co., Ltd. (the ‘‘Guarantor’’). The Issuer is a wholly-owned subsidiary of the Guarantor. The Bonds will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 5) unsecured obligations of the Issuer and (subject to stated above) rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights. The obligations of the Guarantor under the Guarantee constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 5) unsecured obligations of the Guarantor and (subject as stated above) rank and will rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Guarantor, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights. The Bonds will bear interest on their outstanding principal amount from and including 19 May 2015 (the ‘‘Issue Date’’) at the rate of 4.125 per cent. per annum payable semi-annually in arrear in equal instalments on 19 May and 19 November in each year (each an ‘‘Interest Payment Date’’). Payments on the Bonds will be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the British Virgin Islands or the PRC (as defined herein) to the extent described under ‘‘Conditions of the Bonds – Taxation’’. The Bonds mature on 19 May 2025 at their principal amount. The Bonds are subject to redemption, all but not some only, 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 the British Virgin Islands or the PRC. See ‘‘Conditions of the Bonds – Redemption and Purchase – Redemption for Taxation Reasons’’. All, or some only, of a Bondholder’s Bonds may also be redeemed on the Put Settlement Date (as defined in the terms and conditions of the Bonds (the ‘‘Conditions of the Bonds’’)) at the option of such Bondholder, following the occurrence of a Relevant Event (as defined in the Conditions of the Bonds), at (i) 101 per cent. of their principal amount (in the case of a redemption for a Change of Control (as defined in the Conditions of the Bonds)) or (ii) 100 per cent. of their principal amount (in the case of a redemption for a No Registration Event (as defined in the Conditions of the Bonds)), together, in each case, with accrued interest to the Put Settlement Date. See ‘‘Conditions of the Bonds – Redemption and Purchase – Redemption upon Relevant Event’’.The Bonds may also be redeemed at the option of the Issuer in whole or in part at any time at a price equal to their Make Whole Amount together with accrued interest but unpaid to the date fixed for redemption (collectively, the ‘‘Make Whole Redemption Price’’) on the Issuer giving not less than 30 nor more than 60 days notice to the Bondholders. See ‘‘Conditions of the Bonds – Redemption and Purchase – Redemption at the option of the Issuer’’. The Guarantor undertakes that it will (a) register or cause to be registered with SAFE (as defined in the Conditions of the Bonds) the Guarantee in accordance with, and within the time period prescribed by, the Foreign Exchange Administration Rules on Cross-border Security（跨境擔保外匯管理 規定）(the ‘‘Cross-border Security Registration’’), (b) use all reasonable endeavours to complete the Cross-border Security Registration and obtain a registration record from SAFE (or any other document evidencing the completion of registration issued by SAFE) on or before the Registration Deadline (being the day falling 90 days after the Issue Date) and (c) comply with all applicable PRC laws and regulations in relation to the Guarantee.

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