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Preliminary Offering Circular Is Not Complete and May Be Changed

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Preliminary Offering Circular Is Not Complete and May Be Changed IMPORTANT NOTICE (THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES) THE DISTRIBUTION OF THE ATTACHED OFFERING CIRCULAR IS LIMITED TO PROFESSIONAL INVESTORS ONLY, BEING (A) FOR A PERSON IN HONG KONG, A PROFESSIONAL INVESTOR AS DEFINED IN CHAPTER 37 OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED AND AS DEFINED IN PART 1 OF SCHEDULE 1 TO THE SECURITIES AND FUTURES ORDINANCE (CHAPTER 571 OF THE LAWS OF HONG KONG) (EXCLUDING THOSE PRESCRIBED BY RULES MADE UNDER SECTION 397 OF THAT ORDINANCE) OR (B) FOR A PERSON OUTSIDE HONG KONG, A PERSON TO WHOM SECURITIES MAY BE SOLD IN ACCORDANCE WITH A RELEVANT EXEMPTION FROM PUBLIC OFFER REGULATIONS IN THAT JURISDICTION. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular. You are therefore advised to read this disclaimer carefully before reading, accessing 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, any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES AND THE GUARANTEE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), 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. THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. Confirmation and your representation: In order to be eligible to view this offering circular or make an investment decision with respect to the securities, investors must be persons outside the United States. By accepting the e-mail and accessing the attached offering circular, you shall be deemed to have represented to Franshion Brilliant Limited 方興光耀有限公司, China Jinmao Holdings Group Limited, Standard Chartered Bank, DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Goldman Sachs (Asia) L.L.C., Bank of Communications Co., Ltd. Hong Kong Branch, CMB International Capital Limited and China International Capital Corporation Hong Kong Securities Limited that (1) you and any customers you represent are persons outside the United States 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 supplement thereto by electronic transmission. You are reminded that the attached offering circular has been delivered to you on the basis that you are a person into whose possession the attached 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 authorized to, deliver this document, electronically or otherwise, or disclose the contents of the offering circular to any other person. The materials relating to the offering contemplated under the attached offering circular 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. This offering circular 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, none of Franshion Brilliant Limited 方興光耀有限公司, China Jinmao Holdings Group Limited, Standard Chartered Bank, DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Goldman Sachs (Asia) L.L.C., Bank of Communications Co., Ltd. Hong Kong Branch, CMB International Capital Limited and China International Capital Corporation Hong Kong Securities Limited or any person who controls any of them or any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you upon request. You are responsible for protecting against viruses and other destructive items. 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 June 21, 2017 Offering Circular Strictly Confidential US$ Franshion Brilliant Limited 方興光耀有限公司 (incorporated in the British Virgin Islands with limited liability) % SENIOR GUARANTEED PERPETUAL CAPITAL SECURITIES unconditionally and irrevocably guaranteed by ese securities nor is it soliciting offers CHINA JINMAO HOLDINGS GROUP LIMITED 中國金茂控股集團有限公司 (a company incorporated in Hong Kong with limited liability) (Stock Code: 00817) The US$ senior guaranteed perpetual capital securities (the “Securities”) will be issued by Franshion Brilliant Limited方興光耀有限公司 (the “Issuer”) and guaranteed on an unsubordinated basis (the “Guarantee”) by China Jinmao Holdings Group Limited (the “Company”orthe“Guarantor”). The Securities confer a right to receive distributions (each a “Distribution”) for the period from and including (the “Issue Date”) at the applicable rate described below (the “Distribution Rate”). Subject to the provisions of the Securities relating to deferral of Distributions (see “Description of the Securities – Distributions – Distribution deferral”), Distributions shall be payable semi-annually in arrear on and of each year (each, a “Distribution Payment Date”), commencing on . Terms relating to the Securities and not otherwise defined shall have the meanings given to them in “Description of the Securities.” Unless previously redeemed in accordance with the terms of the Securities, the Distribution Rate applicable to the Securities will be (i) from and including the Issue Date to, but excluding, , per annum; and (ii) from, and including, each Reset Date falling on and after , to, but excluding, the immediately following Reset Date, the Treasury Rate as at the relevant Reset Date plus plus 3.00% per annum. The Issuer may, at its sole discretion, elect to defer payment of Distributions, in whole or in part, which are otherwise scheduled to be paid on a Distribution Payment Date to the next Distribution Payment Date by providing holders of the Securities (“Holders”), the Paying Agent (as defined herein) and the Trustee (as defined herein) with not more than 10 nor less than five Business Days’ notice prior to the a scheduled Distribution Payment Date, unless a Compulsory Distribution Payment Event (as defined in “Description of the Securities”) has occurred. Any Distribution validly given deferred shall constitute “Arrears of Distribution.” Each amount of Arrears of Distribution shall accrue Distributions at the Distribution Rate as if it constituted the principal of the Securities and the amount of such Distributions (“Additional Distribution Amount”) with respect to Arrears of Distribution shall be due and payable on the following Distribution Payment Date, unless further deferred. The Issuer may further defer any Arrears of Distribution and Additional Distribution Amounts by complying with the foregoing notice requirements. The Issuer is not subject to any limits as to the number of times Distributions and Arrears of Distribution may be deferred. See “Description of the Securities – Distributions – Distribution deferral.” If the Issuer elects to defer Distributions on any Distribution Payment Date, each of the Issuer and the Company will be subject to certain restrictions on the declaration or payment of dividends, distributions or other payments on, and the redemption, reduction, cancellation, buy-back or acquisition of, its Junior Securities or Parity Securities as more fully described in “Description of the Securities – Distributions – Restrictions in the case of deferral.” The Securities will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves and at least pari passu with all other present and future unconditional, unsecured and unsubordinated obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The Guarantee will constitute a direct, unconditional, unsecured and unsubordinated obligation of the Company
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