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Important Notice IMPORTANT NOTICE 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 Offering Circular. In accessing the 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 the Issuer or the Guarantors (each as defined in the Offering Circular) as a result of such access. Confirmation of Your Representation: In order to be eligible to view this Offering Circular or invest in the securities, investors must be outside the United States. This Offering Circular is being sent to you at your request and by accepting the e-mail and accessing the Offering Circular, you shall be deemed to represent to the Issuer, the Guarantors (each as defined in the Offering Circular) and CMBC Securities Company Limited, Founder Securities (Hong Kong) Capital Company Limited, BOCI Asia Limited, Barclays Bank PLC, Standard Chartered Bank, CCB International Capital Limited and China Merchants Securities (HK) Co., Ltd. (together, the ‘‘Joint Global Coordinators’’) and Haitong International Securities Company Limited, BOCOM International Securities Limited, CLSA Limited, Guotai Junan Securities (Hong Kong) Limited, China Securities (International) Corporate Finance Company Limited, China International Capital Corporation Hong Kong Securities Limited, ICBC International Securities Limited and China Everbright Bank Co., Ltd., Hong Kong Branch (together with the Joint Global Coordinators, the ‘‘Joint Lead Managers’’) that (1) you and any customers you represent are outside the United States and that 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) you consent to delivery of the Offering Circular and any amendments or supplements thereto by electronic transmission. The 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, neither the Joint Lead Managers, the Issuer, the Guarantors nor any of their respective affiliates, directors, officers, employees, representatives, agents and each person who controls the Joint Lead Managers, the Issuer, the Guarantors 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 available to you upon request from the Joint Lead Managers, the Issuer or the Guarantors. 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 REFERRED TO HEREIN AND THE GUARANTEES 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, 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. You are reminded that you have accessed the 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. The Offering Circular is being furnished in connection with an offering in offshore transactions outside the United States in compliance with Regulation S under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described in the Offering Circular. Actions that You May Not Take: If you receive this Offering Circular by e-mail, you should not reply by e-mail to this Offering Circular, 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. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. You are responsible for protecting against viruses and other destructive items. If you receive this Offering Circular 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. STRICTLY CONFIDENTIAL DAWN VICTOR LIMITED 旭勝有限公司 (incorporated with limited liability in the British Virgin Islands and a wholly-owned subsidiary of Founder Information (Hong Kong) Limited) U.S.$350,000,000 8.45 per cent. Guaranteed Bonds due 2020 unconditionally and irrevocably guaranteed by Founder Information (Hong Kong) Limited 香港方正資訊有限公司 (incorporated in Hong Kong Special Administrative Region) Peking University Resources Group Co., Ltd. （北大資源集團有限公司） (incorporated in the People’s Republic of China) Issue Price of the Bonds: 100.00 per cent. The 8.45 per cent. guaranteed bonds due 2020 in the aggregate principal amount of U.S.$350,000,000 (the ‘‘Bonds’’) will be issued by Dawn Victor Limited 旭勝有限公司 (the ‘‘Issuer’’) and will be unconditionally and irrevocably guaranteed by each of Founder Information (Hong Kong) Limited (the ‘‘HK Guarantor’’ or ‘‘Founder Information’’) and Peking University Resources Group Co., Ltd (the ‘‘PRC Guarantor’’, together with the HK Guarantor, the ‘‘Guarantors’’, and each, a ‘‘Guarantor’’). The PRC Guarantor’s guarantee obligations in respect of the Bonds and the Trust Deed (as defined below) (the ‘‘PRC Guarantee’’) are contained in a deed of guarantee (the ‘‘Deed of Guarantee’’) dated on or about 17 July 2019 (the ‘‘Issue Date’’) entered into by the PRC Guarantor and The Bank of New York Mellon, London Branch as trustee of the Bonds (the ‘‘Trustee’’). The HK Guarantor’s guarantee obligations in respect of the Bonds and the Trust Deed (the ‘‘HK Guarantee’’, and together with the PRC Guarantee, the ‘‘Guarantees’’) are contained in a trust deed (the ‘‘Trust Deed’’) dated on or about 17 July 2019 entered into by the Issuer, the Guarantors and the Trustee. The PRC Guarantor undertakes to file or cause to be filed with the State Administration of Foreign Exchange or its local branch (‘‘SAFE’’) the Deed of Guarantee within 15 PRC Business Days (as defined in the terms and conditions of the Bonds (the ‘‘Terms and Conditions of the Bonds’’)) after execution of the Deed of Guarantee in accordance with the Provisions on the Foreign Exchange Administration Rules on Cross-Border Guarantees（《跨境擔保外匯管理規定》）promulgated by SAFE on 12 May 2014 which came into effect on 1 June 2014 (the ‘‘Cross-Border Security Registration’’). The PRC Guarantor intends to complete the Cross-Border Security Registration with SAFE as soon as practicable and in any event before the Registration Deadline (being the day falling 180 calendar days after the Issue Date). Interest on the Bonds is payable in arrear on 17 January 2020 and 14 July 2020 (each, an ‘‘Interest Payment Date’’). The Bonds will be direct, unsubordinated, unconditional and (subject to Condition 4(a) of the Terms and Conditions of the Bonds) unsecured obligations of the Issuer, at all times ranking pari passu without any preference among themselves and, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions of the Bonds, shall at all times rank at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer. The obligations of each of the HK Guarantor and the PRC Guarantor under the Guarantees shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions of the Bonds, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations. Payments on the Bonds or under the Guarantees will be made free and clear of, and without withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the British Virgin Islands, Hong Kong and the PRC (as defined in the Terms and Conditions of the Bonds) or, in each case, any political subdivision or authority therein or thereof having power to tax, to the extent described in ‘‘Terms and Conditions of the Bonds – Taxation’’. Unless previously purchased and cancelled, the Bonds mature on 14 July 2020 at their principal amount. The Bonds are subject to redemption, in whole but not in part, at their principal amount, together with accrued interest to but excluding the date fixed for redemption, at the option of the Issuer at any time in the event of certain changes affecting taxes of the British Virgin Islands, Hong Kong or the PRC.
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