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Bank of China Limited, Luxembourg Branch

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Bank of China Limited, Luxembourg Branch http://www.oblible.com BANK OF CHINA (LUXEMBOURG) S.A. (incorporated with limited liability under the laws of Luxembourg) Issue of EUR 800,000,000 0.125 per cent. Notes due 2023 Guaranteed by Bank of China Limited, Luxembourg Branch under the U.S.$40,000,000,000 Medium Term Note Programme of Bank of China Limited ______________ These Listing Particulars (the “Listing Particulars”) are prepared in connection with the U.S.$40,000,000,000 Medium Term Note Programme (the “Programme”) established by Bank of China Limited (the “Bank”), and the EUR 800,000,000 0.125 per cent. Notes due 2023 (the “Notes”) to be issued by Bank of China (Luxembourg) S.A. (the “Issuer”) and unconditionally and irrevocably guaranteed by Bank of China Limited, Luxembourg Branch (the “Guarantor”) on 16 January 2020 under the Programme. The Offering Circular in respect of the Programme dated 4 April 2019 (the “Principal Offering Circular”) as supplemented by the supplemental offering circular dated 8 October 2019 (the “Supplement”) and the second supplemental offering circular dated 8 October 2019 (the “Second Supplement”, and together with the Principal Offering Circular and the Supplement, the “Offering Circular”), is set out in Annex A hereto and forms part of these Listing Particulars. Terms defined in the Offering Circular have the same meaning when used in these Listing Particulars. Pursuant to the Approval by the Enterprise Borrowing Foreign Debt Registration Certificate of [2019] (《企业借用外债备案登记证明》(发改办外资备 [[2019]51 号])) issued by the NDRC General Office on 24 January 2019 (the “NDRC Approval”), the Bank is not required to complete the pre-issuance registration in respect of the Notes with the NDRC as the Notes will be issued within the NDRC Approval. An application has been made to the Luxembourg Stock Exchange (the “LuxSE”) in its capacity as competent authority under Part IV of the Luxembourg Law dated16 July 2019 on prospectuses for securities (the “Prospectus Law”) and the rules and regulations of the LuxSE (the “LuxSE Rules”) to approve these Listing Particulars as a prospectus. An application has also been made for the Notes to be admitted to trading on the Euro MTF market, which is a market operated by the LuxSE, and listed on the Official List of the LuxSE (the “Official List”). The Euro MTF market is not a regulated market pursuant to the provisions of the Directive 2014/65/EU of 15 May 2014. This Prospectus comprises information about the Issuer and the Notes for the purposes of Part 2 of the LuxSE Rules. These Listing Particulars do not constitute a prospectus for the purposes of article 3 of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This Prospectus may only be used for the purposes for which it has been published. The Notes may not be offered to the public or indirectly to the public unless the requirements of the Prospectus Regulation and the Prospectus Law have been satisfied. The LuxSE assumes no responsibility on the correctness of any of the statements made or opinions expressed or reports contained in these Listing Particulars. Admission to trading on the Euro MTF market and listing on the Official List of the LuxSE is not to be taken as an indication of the merits of the Issuer or the Notes. The Issuer and the Guarantor accept responsibility for the information contained in the Offering Circular and these Listing Particulars. To the best of the knowledge of the Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. The financial information and tables containing such information as at and for the years ended 31 December 2016, 31 December 2017 and 2018 and the six months ended 30 June 2018 and 2019 included in the sections “Capitalisation”, “Description of the Bank”, “Risk Management” and “Description of the Group’s Assets and Liabilities” in the Offering Circular have been derived from the audited consolidated financial statements for the years ended 31 December 2017, 31 December 2018, the six months ended 30 June 2018, and the unaudited but reviewed consolidated financial statements for the six months ended 30 June 2019 of the Group (as defined herein). Moody’s Investor Service, Inc. (“Moody’s”) is expected to assign a rating of “A1” to the Notes and Fitch Ratings Ltd. (“Fitch”) is expected to assign a rating of “A” to the Notes and S&P Global Ratings (“S&P”) is expected to assign a rating of “A” to the Notes. Each of Moody’s, Fitch and S&P is established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) on credit rating agencies. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, revision or withdrawal at anytime by the assigning rating agency. The Notes will be issued in registered form and will be represented by a global certificate in registered form without interest coupons registered in the name of a nominee of, and deposited with a common depositary for, Euroclear Bank SA/NV and Clearstream Banking, S.A. Investing in the Notes involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in these Listing Particulars and the merits and risks of investing in the Notes in the context of their financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in the Notes. Investors should not purchase the Notes unless they understand and are able to bear risks associated with the Notes. The principal risk factors that may affect the ability of the Issuer or the Guarantor to fulfil their respective obligations in respect of the Notes are discussed under “Risk Factors” in the Offering Circular. http://www.oblible.com The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. Subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account of or benefit of, U.S. Persons. Accordingly, the Notes are being offered only outside the United States to non-U.S. person in offshore transactions in reliance on Regulation S under the Securities Act. See “Subscription and Sale” in the Offering Circular. Application has been made to the Stock Exchange of Hong Kong Limited (“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 only. The documents incorporated by reference in these Listing Particulars will be published on the website of the LuxSE (www.bourse.lu). For the avoidance of doubt, the content of the websites included in these Listing Particulars are for information purposes only and does not form part of these Listing Particulars. Managers Bank of China Bank of China (Hong Kong) BOC International Crédit Agricole CIB BNP PARIBAS Commerzbank ING DZ BANK AG The date of these Listing Particulars is 15 January 2020. MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (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 Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. Each of the Bank, the Issuer and the Guarantor having made all reasonable enquiries confirms that to its best knowledge and belief (i) these Listing Particulars contains all information with respect to the Issuer, the Guarantor, the Bank and its subsidiaries taken as a whole (the “Group”) and the Notes which is material in the context of the issue and offering of the Notes; (ii) the statements contained herein relating to the Issuer, the Guarantor, the Bank, the Group and the Notes are in every material respect true and accurate and not misleading and there are no other facts in relation to the Issuer, the Guarantor, the Bank, the Group or the Notes, the omission of which would, in the context of the issue and offering of the Notes, make any statement in these Listing Particulars misleading in any material respect; (iii) the statements of intention, opinion and belief or expectation contained in these Listing Particulars with regard to the Issuer, the Guarantor, the Bank and the Group are honestly and reasonably made or held, have been reached after considering all relevant circumstances; and (iv) all reasonable enquiries have been made by the Bank to ascertain such facts and to verify the accuracy of all such information and statements. Certain facts and statistics in the Offering Circular relating to the People’s Republic of China (the “PRC”), its economy and its banking industry have been extracted from third party sources.
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