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Project Victory 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. 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 BOCI Asia Limited (“BOCI” or the “Sole Global Coordinator”) and The Hongkong and Shanghai Banking Corporation Limited (“HSBC”, and together with BOCI, the “Joint Lead Managers”) that (1) you and any customers you represent are not US persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)) 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) that 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 neither the Joint Lead Managers nor their affiliates, directors, officers, employees, representatives, agents and each person who controls any of the Joint Lead Managers or 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 document is being furnished in connection with an offering to non-US persons in offshore transactions 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 herein.You are reminded that the information in the attached offering circular is not complete and may be changed. 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 OR TO US PERSONS. THIS OFFERING IS MADE SOLELY TO NON-US PERSONS 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 either the issuer 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 affiliate of them 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 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. OFFERING CIRCULAR COSCO Finance (2011) Limited (incorporated with limited liability under the laws of the British Virgin Islands) US$1,000,000,000 4.00% Credit Enhanced Bonds due 2022 with the benefit of a Keepwell Deed provided by 中國遠洋控股股份有限公司 China COSCO Holdings Company Limited The 4.00 per cent. Credit Enhanced Bonds due 2022 in the aggregate principal amount of US$1,000,000,000 (the “Bonds”) will be issued by COSCO Finance (2011) Limited (the “Issuer”). The Issuer is a wholly-owned subsidiary of China COSCO Holdings Company Limited (the “Company”). Payments of principal and interest in respect of the Bonds will have the benefit of an irrevocable standby letter of credit (the “Standby Letter of Credit”) denominated in Renminbi and issued by Bank of China Limited, Beijing Branch (the “LC Bank”). See “Appendix 1 — Form of Standby Letter of Credit” for the form of the Standby Letter of Credit. Interest on the Bonds is payable semi-annually in arrear on 3 June and 3 December in each year, with the first interest payment date on 3 June 2013. Payments on the Bonds will be made without deduction for or on account of taxes of the British Virgin Islands and the People’s Republic of China to the extent described under “Terms and Conditions of the Bonds — Taxation”. The Company, the Issuer and The Hongkong and Shanghai Banking Corporation Limited as trustee will enter into a keepwell deed (the “Keepwell Deed”), as more fully described under “Description of the Keepwell Deed”. The Keepwell Deed does not constitute a guarantee by the Company of the obligations of the Issuer under the Bonds. The Bonds constitute unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The Bonds mature on 3 December 2022 at their principal amount. The Bonds 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 the British Virgin Islands and the People’s Republic of China. At any time following the occurrence of a Change of Control (as defined herein), the holder of any Bond will have the right, at such holder’s option, to require the Issuer to redeem all, but not some, of that holder’s Bonds at 100% of their principal amount plus accrued interest up to, but excluding, the Change of Control Put Date (as defined herein). At any time after 3 December 2017, the Issuer may at its option redeem the Notes, in whole but not in part, at a redemption amount equal to the Make Whole Amount (as defined herein) plus interest accrued to the date fixed for redemption. See “Terms and Conditions of the Bonds — Redemption and Purchase”. Investing in the Bonds involves certain risks. See “Risk Factors” beginning on page 16 for a discussion of certain factors to be considered in connection with an investment in the Bonds. The Bonds and the Standby Letter of Credit have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and, subject to certain exceptions, may not be offered or sold within the United States. The Bonds are being offered only outside the United States in reliance on Regulation S under the Securities Act. For a description of these and certain further restrictions on offers and sales of the Bonds, the Standby Letter of Credit and the distribution of this Offering Circular, see “Subscription and Sale”. The denomination of the Bonds shall be US$200,000 each and integral multiples of US$1,000 in excess thereof. Application will be made to The Stock Exchange of Hong Kong Limited (the “HKSE”) for the listing of, and permission to deal in, the Bonds by way of debt issues to professional investors only. A confirmation of the eligibility for the listing of the Bonds has been received from the HKSE. Hong Kong Exchanges and Clearing Limited and HKSE take no responsibility for the contents of this Offering Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Offering Circular.
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