SUN HUNG KAI & CO. L

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Sun Hung Kai : Publication of the Offering Circular dated 13 April 2021 in relation to the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme of Sun Hung Kai & Co. (BVI) Limited

04/14/2021 | 12:09am

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities or an invitation to enter into any agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement and the listing document referred to herein have been published for information purposes only as required by the Listing Rules and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the listing document referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the issuer for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong.

The material contained in this announcement is not for distribution or circulation, directly or indirectly, in or into the United States. This announcement is solely for the purpose of reference and does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and 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. Accordingly, the securities offer are being offered and sold only outside the United States in offshore transaction in compliance with Regulation S under the Securities Act.

Notice to Hong Kong investors: The Issuer and the Guarantor (each as defined below) confirm that the Notes (as defined below) are intended for purchase by Professional Investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) only and will be listed on The Stock Exchange of Hong Kong Limited on that basis. Accordingly, the Issuer and the Guarantor confirm that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

Sun Hung Kai & Co. (BVI) Limited

(incorporated in the British Virgin Islands with limited liability)

(as Issuer)

(incorporated in Hong Kong with limited liability)

(as Guarantor)

(Stock code: 86)

U.S.$3,000,000,000 Guaranteed Medium Term Note Programme

This announcement is issued pursuant to Rule 37.39A of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange").

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Please refer to the offering circular dated 13 April 2021 (the "Offering Circular") appended hereto in relation to U.S.$3,000,000,000 Guaranteed Medium Term Note Programme (the "Programme"). As disclosed in the Offering Circular, the notes (the "Notes") to be issued under the Programme will be intended for purchase by professional investors (as defined in Chapter 37 of the Listing Rules) only and will be listed on the Hong Kong Stock Exchange on that basis.

The Offering Circular does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it circulated to invite offers by the public to subscribe for or purchase any securities.

The Offering Circular must not be regarded as an inducement to subscribe for or purchase any Notes of the Issuer, and no such inducement is intended. No investment decision should be made based on the information contained in the Offering Circular.

Hong Kong

14 April 2021

As at the date of this announcement, the directors of the Issuer are Mr. Simon Chow Wing Charn and Mr. Robert James Quinlivan

As at the date of this announcement, the Board of the Guarantor comprises:

Executive Directors:

Messrs. Lee Seng Huang (Group Executive Chairman) and Simon Chow Wing Charn

Non-Executive Directors:

Messrs. Peter Anthony Curry and Jonathan Andrew Cimino

Independent Non-Executive Directors:

Mr. Evan Au Yang Chi Chun, Mr. David Craig Bartlett, Mr. Alan Stephen Jones and Ms. Jacqueline Alee Leung

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IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES

IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page (the "Offering Circular"), and you are therefore advised to read this carefully before reading, accessing 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 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 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 UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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 CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY ADDRESS IN THE UNITED STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT 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.

Confirmation of your Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must not be located in the United States. This Offering Circular is being sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission.

You are reminded that this Offering Circular has been delivered to you 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 to any other person.

The materials relating to the offering of securities to which this Offering Circular relates 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. If a jurisdiction requires that the offering be made by a licenced broker or dealer and the underwriters or any affiliate of the underwriters is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in this Offering Circular) in such jurisdiction.

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 the Issuer, the Guarantor, Standard Chartered Bank and UBS AG Hong Kong Branch (the "Arrangers"), Standard Chartered Bank, UBS AG Hong Kong Branch, Bank of China (Hong Kong) Limited and Barclays Bank PLC (the "Dealers"), any person who controls the Arrangers or the Dealers, any director, officer, employee nor agent of the Issuer or the Guarantor or the Arrangers or the Dealers, 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 on request from the Arrangers or the Dealers.

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.

Offering Circular dated 13 April 2021

SUN HUNG KAI & CO. (BVI) LIMITED

(incorporated under the laws of the British Virgin Islands with limited liability) (as Issuer)

Sun Hung Kai & Co. Limited

(incorporated in Hong Kong with limited liability) (as Guarantor)

(Stock Code: 86)

U.S.$3,000,000,000

Guaranteed Medium Term Note Programme

Under the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme described in this Offering Circular (the "Programme"), Sun Hung Kai & Co. (BVI) Limited (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the "Notes") unconditionally and irrevocably guaranteed (the "Guarantee") by Sun Hung Kai & Co. Limited (the "Guarantor" or the "Company"). Notes may be issued in bearer or registered form. The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$3,000,000,000 (or its equivalent in other currencies), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes.

Application has been made to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange" or "HKSE") 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 Stock Exchange of Hong Kong Limited ("Professional Investors")) only during the 12 month period after the date of this Offering Circular on the Hong Kong Stock Exchange. This Offering Circular is for distribution to Professional Investors only.

Notice to Hong Kong investors: The Issuer and the Guarantor confirm that the Notes are intended for purchase by Professional Investors only and will be listed on the Hong Kong Stock Exchange on that basis. Accordingly, the Issuer and the Guarantor confirm that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

The Hong Kong Stock Exchange has not reviewed the contents of this Offering Circular, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this Offering Circular to Professional Investors only have been reproduced in this Offering Circular. Listing of the Programme and the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Programme, the Notes, the Issuer or the Guarantor, or the quality of disclosure in this Offering Circular. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange 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.

The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or market(s) as may be agreed between the Issuer, the Guarantor, the relevant Dealer and the Trustee (each as defined below). The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Hong Kong Stock Exchange or any other stock exchange.

The Notes of each Series issued in bearer form ("Bearer Notes") will be represented on issue by a temporary global note in bearer form (each a "Temporary Global Note") or a permanent global note in bearer form (each a "Permanent Global Note") (collectively, the "Global Notes"). Notes in registered form ("Registered Notes") will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Notes in registered form of one Series. Global Notes and Certificates may be deposited on the relevant issue date with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream"), or with a sub-custodian for the Central Moneymarkets Unit Service ("CMU") operated by the Hong Kong Monetary Authority. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Summary of Provisions Relating to the Notes while in Global Form".

The Notes and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Notes may include Bearer Notes (as defined herein) that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold, or, in the case of Bearer Notes, delivered within the United States. Registered Notes are subject to certain restrictions on transfer, see "Subscription and Sale".

The Issuer and the Guarantor may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplementary offering circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Investing in Notes issued under the Programme 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 this Offering Circular and in the applicable Pricing Supplement and the merits and risks of investing in a particular issue of 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 Notes. Investors should not purchase Notes unless they understand and are able to bear risks associated with Notes. The principal risk factors that may affect the ability of the Issuer and the Guarantor to fulfil their respective obligations in respect of the Notes are discussed under "Risk Factors" below.

Arrangers

Standard Chartered Bank

UBS

Dealers

Standard Chartered Bank

UBS

Bank of China (Hong Kong)

Barclays

Each of the Issuer and the Guarantor, having made all reasonable enquiries, confirms that (i) this Offering Circular contains all information with respect to the Issuer, the Guarantor and their respective subsidiaries (collectively, the "Group"), the Notes and the Guarantee, which is material in the context of the issue and offering of the Notes, (ii) the statements contained in it relating to the Issuer, the Guarantor and the Group are in every material respect true and accurate and not misleading, (iii) the opinions and intentions expressed in this Offering Circular with regard to the Issuer, the Guarantor and the Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, (iv) there are no other facts in relation to the Issuer, the Guarantor, the Group, the Notes or the Guarantee the omission of which would, in the context of the issue and offering of the Notes and the Guarantee, make any statement in this Offering Circular misleading in any material respect and (v) all reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements. In addition, the Issuer and the Guarantor accept full responsibility for the accuracy of the information contained in this Offering Circular.

Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as amended and/or supplemented by the Pricing Supplement specific to such Tranche. This Offering Circular must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and construed together with the relevant Pricing Supplement.

Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this document, 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 document.

This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Issuer, the Guarantor, the Notes and the Guarantee of the Notes. Each of the Issuer and the Guarantor accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms, having made all reasonably enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

The distribution of this Offering Circular and any Pricing Supplement and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons who come into possession of this Offering Circular are required by the Issuer, the Guarantor, the Arrangers and the Dealers to inform themselves about and to observe any such restrictions. None of the Issuer, the Guarantor, the Arrangers or the Dealers represents that this Offering Circular or any Pricing Supplement may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Guarantor, the Arrangers or the Dealers which would permit a public offering of any Notes or distribution of this Offering Circular or any Pricing Supplement in any jurisdiction where action for such purposes is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and none of this Offering Circular, any Pricing Supplement or any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

There are restrictions on the offer and sale of the Notes and the circulation of documents relating thereto, in certain jurisdictions including, but not limited to, the United States of America, the EEA, the UK, Italy, Mainland China, Hong Kong, Japan, Singapore, the British Virgin Islands, Switzerland and the Netherlands, and to persons connected therewith. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or, in the case of Bearer Notes, delivered within the United States. The Notes are being offered and sold outside the United States in reliance on Regulation S under the Securities Act. For a description of certain restrictions on offers, sales and transfers of Notes and on the distribution of this Offering Circular, see "Subscription and Sale".

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MiFID II product governance / target market - The Pricing Supplement in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

UK MiFIR product governance/target market - The Pricing Supplement in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration such target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.

Important - EEA Retail Investors - If the Pricing Supplement in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Important - UK Retail Investors - If the Pricing Supplement in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of:

  1. a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all persons (including all relevant persons (as defined in Section 309A(1) of the SFA)), that the Notes are 'prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

If a jurisdiction requires that the offering be made by a licenced broker or dealer and the underwriters or any affiliate of the underwriters is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.

This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Information Incorporated by Reference and Financial Information"). This Offering Circular shall be read and construed on the basis that such documents are incorporated in and form part of this Offering Circular.

Listing of the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Issuer, the Guarantor, the Group or the Notes. In making an investment decision, investors must rely on their own examination of the Issuer, the Group and the terms of the offering, including the merits and risks involved. See "Risk Factors" for a discussion of certain factors to be considered in connection with an investment in the Notes.

No person has been authorised by the Issuer and the Guarantor to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other document entered into in relation to the Programme and the sale of Notes and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Guarantor, any Dealer, or any Arranger.

Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Offering Circular is true subsequent to the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer or the Guarantor or the Group since the date thereof or, if later, the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

Neither this Offering Circular nor any Pricing Supplement constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer, the Guarantor, the Arrangers, the Dealers, or any director, officer, employee, agent or affiliate of any such person or any of them that any recipient of this Offering Circular or any Pricing Supplement should subscribe for or purchase any Notes. Each recipient of this Offering Circular or any Pricing Supplement shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Guarantor.

The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the Programme will not exceed U.S.$3,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated into U.S.$ at the date of the agreement to issue such Notes calculated in accordance with the provisions of the Dealer Agreement).

The maximum aggregate principal amount of Notes which may be outstanding and guaranteed at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale".

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilisation manager(s) (the "Stabilisation Manager") (or persons acting on behalf of any

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Stabilisation Manager(s)) in the applicable Pricing Supplement may, to the extent permitted by applicable laws and rules, over allot the Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, the Stabilisation Manager(s) (or persons acting on behalf of a Stabilisation Manager) may not undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be discontinued at any time, and must be brought to an end after a limited period.

The Arrangers and the Dealers have not separately verified the information contained in this Offering Circular. To the fullest extent permitted by law, neither any of the Arrangers nor any of the Dealers, or any director, officer, employee, agent or affiliate of any such person makes any representation, warranty or undertaking, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Offering Circular. To the fullest extent permitted by law, neither the Arrangers nor the Dealers, or any director, officer, employee, agent or affiliate of any such person accepts any responsibility for the contents of this Offering Circular or for any other statement made or purported to be made by an Arranger, a Dealer, or any director, officer, employee, agent or affiliate of any such person or on its behalf in connection with the Issuer, the Group or the issue and offering of the Notes. Each Arranger and each Dealer accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Offering Circular or any such statement.

This Offering Circular does not describe all of the risks and investment considerations (including those relating to each investor's particular circumstances) of an investment in Notes of a particular issue. Each potential purchaser of Notes should refer to and consider carefully the relevant Pricing Supplement for each particular issue of Notes, which may describe additional risks and investment considerations associated with such Notes. The risks and investment considerations identified in this Offering Circular and the applicable Pricing Supplement are provided as general information only. Investors should consult their own financial and legal advisers as to the risks and investment considerations arising from an investment in an issue of Notes and should possess the appropriate resources to analyse such investment and the suitability of such investment in their particular circumstances.

Each potential purchaser of Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer, the Guarantor and the Group. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Offering Circular and its purchase of Notes should be based upon such investigation as it deems necessary. Neither the Arrangers nor the Dealers or agent or affiliate of any such person undertakes to review the financial condition or affairs of the Issuer, the Guarantor or the Group during the life of the arrangements contemplated by this Offering Circular nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Arrangers or the Dealers or any of them.

In this Offering Circular, where information has been presented in thousands or millions of units, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in tables may not be equal to the apparent total of the individual items and actual numbers may differ from those contained herein due to rounding.

Except as otherwise indicated in this Offering Circular, all non-company specific statistics and data relating to the industries in which the Group operates in and the economic development of certain regions within Mainland China have been extracted or derived from publicly available information and industry publications. The information has not been independently verified by the Issuer, the Guarantor, the Arrangers or the Dealers or by their respective directors and advisers, and none of the Issuer, the Guarantor, the Arrangers, the Dealers or their respective directors and advisers make any representation as to the correctness, accuracy or completeness of that information. In addition, third- party information providers may have obtained information from market participants and such information may not have been independently verified.

In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to "U.S.$" and to "U.S. dollars" are to United States dollars; all references to "HK$" and "Hong Kong

- iv -

dollars" are to Hong Kong dollars; all references to "pounds sterling" and "£" are to the currency of the UK; all references to "euro" and "" are to the currency introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro as amended; all references to "S$" are to Singapore dollars; all references to "yen" are to Japanese yen; all references to "Renminbi", "CNY" and "RMB" are to the currency of Mainland China; all references to "United States" or "U.S." are to the United States of America; all references to "China" and "Mainland China" in this Offering Circular mean the People's Republic of China and for geographical reference only (unless otherwise stated) exclude Taiwan, Macau and Hong Kong; all references to "Mainland China Government" mean the government of Mainland China; all references to "Hong Kong" are to the Hong Kong Special Administrative Region of the People's Republic of China; all references to "Macau" are to the Macao Special Administrative Region of the People's Republic of China; and all references to "UK" are to the United Kingdom of Great Britain and Northern Ireland. For convenience and unless otherwise noted, translations in this Offering Circular of Renminbi amounts into U.S. dollar amounts have been made at the rate of CNY6.52 to U.S.$1.00 and translations in this Offering Circular of Renminbi amounts into Hong Kong dollar amounts have been made at the rate of CNY0.84 to HK$1.00, each being the median rate set by the People's Bank of China, the central bank of Mainland China (the "PBOC") for foreign exchange transactions prevailing on 31 December 2020. In addition, translations in this Offering Circular of Hong Kong dollar amounts into U.S. dollar amounts have been made at the rate of HK$7.8 to U.S.$1. No representation is made that the U.S. dollar, Renminbi or Hong Kong dollar amounts referred to in this Offering Circular could have been or could be converted into Hong Kong dollars, U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.

SUPPLEMENTAL OFFERING CIRCULAR

Each of the Issuer and the Guarantor has given an undertaking to the effect that, unless the Issuer has notified the Dealers in writing that it does not intend to issue Notes under the Programme for the time being, the Issuer and the Guarantor shall prepare and publish an amendment or supplement to the Offering Circular if at any time during the duration of the Programme a significant new factor, material mistake or inaccuracy arises or is noted relating to the information included in the Offering Circular which is capable of affecting an assessment by investors of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and/or the Guarantor and/or of the rights attaching to the Notes and/or the Guarantee.

FORWARD LOOKING STATEMENTS

Certain statements under "Risk Factors", "Description of the Group" and elsewhere in this Offering Circular constitute "forward-lookingstatements". The words including "believe", "expect", "plan", "anticipate", "schedule", "estimate" and similar words or expressions identify forward-looking statements. In addition, all statements other than statements of historical facts included in this Offering Circular, including, but without limitation, those regarding the financial position, business strategy, prospects, capital expenditure and investment plans of the Group and the plans and objectives of the Group's management for its future operations (including development plans and objectives relating to the Group's operations), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or performance of the Group to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. The Issuer and the Guarantor expressly disclaim any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in the Issuer's, the Guarantor's or the Group's expectations with regard thereto or any change of events, conditions or circumstances, on which any such statements were based. This Offering Circular discloses, under "Risk Factors" and elsewhere, important factors that could cause actual results to differ materially from the Issuer's or the Guarantor's expectations. All subsequent written and forward- looking statements attributable to the Issuer or the Guarantor or persons acting on behalf of the Issuer or the Guarantor are expressly qualified in their entirety by such cautionary statements.

- v -

INFORMATION INCORPORATED BY REFERENCE AND FINANCIAL INFORMATION

This Offering Circular should be read and construed in conjunction with (i) each relevant Pricing Supplement, (ii) the audited consolidated financial statements of the Guarantor as at and for the years ended 31 December 2018, 2019 and 2020, respectively, in each case with the audit report thereon,

  1. the most recently published audited annual consolidated financial statements of the Issuer and the Guarantor (if any), in each case with the audit report thereon (iv) any interim consolidated financial statements (whether audited or unaudited) published subsequently to such annual consolidated financial statements of the Issuer and the Guarantor from time to time (if any), in each case with the audit/review report thereon (if any) and (v) all amendments and supplements from time to time to this Offering Circular, which shall be incorporated in, and form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents.

Copies of all such documents which are so deemed to be incorporated in, and to form part of, this Offering Circular will be available free of charge during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the specified offices of the Paying Agents and the principal office in Hong Kong of the Fiscal Agent (as defined under "Summary of the Programme") set out at the end of this Offering Circular.

As at the date of this Offering Circular the Issuer has not published and does not propose to publish, any financial statements. The Guarantor has published audited consolidated financial statements as at and for the years ended 31 December 2018, 2019 and 2020. These financial statements of the Guarantor were prepared in conformity with Hong Kong Financial Reporting Standards ("HKFRS") issued by the Hong Kong Institute of Certified Public Accountants. See "General Information" for a description of the financial statements currently published by the Guarantor.

- vi -

CONTENTS

Page

SUMMARY OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

SUMMARY FINANCIAL INFORMATION OF THE GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . . . .

6

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

36

TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

38

FORM OF PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

75

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM . . . . . . . .

86

CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

91

DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92

DESCRIPTION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93

DIRECTORS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

119

DISCLOSURE OF INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

122

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

127

REMITTANCE OF RENMINBI INTO AND OUTSIDE MAINLAND CHINA . . . . . . . . . . . . . . . . . . . .

131

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

142

- vii -

SUMMARY OF THE PROGRAMME

This summary must be read as an introduction to this Offering Circular and any decision to invest in the Notes should be based on a consideration of the Offering Circular as a whole, including any information incorporated by reference. Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Offering Circular have the same meanings in this summary.

Issuer

Sun Hung Kai & Co. (BVI) Limited.

Guarantor

Sun Hung Kai & Co. Limited.

Programme Size

Up to U.S.$3,000,000,000 (or the equivalent in other currencies

calculated as described in the Dealer Agreement) outstanding

at any time. The Issuer and the Guarantor may increase the

amount of the Programme in accordance with the terms of the

Dealer Agreement.

Risk Factors

Investing in Notes issued under the Programme involves

certain risks. The principal risk factors that may affect the

abilities of the Issuer and the Guarantor to fulfil their respective

obligations in respect of the Notes are discussed under the

section "Risk Factors" below.

Arrangers

Standard Chartered Bank and UBS AG Hong Kong Branch.

Dealers

Standard Chartered Bank, UBS AG Hong Kong Branch, Bank

of China (Hong Kong) Limited, Barclays Bank PLC and any

other Dealer appointed from time to time by the Issuer and the

Guarantor either generally in respect of the Programme or in

relation to a particular Tranche of Notes.

Fiscal Agent, CMU Lodging and

Paying Agent

Citicorp International Limited.

Registrar

Citigroup Global Markets Europe AG.

Paying Agent and Transfer Agent

Citibank, N.A., London Branch.

Method of Issue

The Notes will be issued on a syndicated or non-syndicated

basis. The Notes will be issued in series (each a "Series")

having one or more issue dates and on terms otherwise

identical (or identical other than in respect of the first payment

of interest), the Notes of each Series being intended to be

interchangeable with all other Notes of that Series. Each Series

may be issued in tranches (each a "Tranche") on the same or

different issue dates. The specific terms of each Tranche

(which will be completed, where necessary, with the relevant

terms and conditions and, save in respect of the issue date,

issue price, first payment of interest and nominal amount of the

Tranche, will be identical to the terms of other Tranches of the

same Series) will be completed in the pricing supplement (the

"Pricing Supplement").

Issue Price

Notes may be issued at their nominal amount or at a discount

or premium to their nominal amount. Partly Paid Notes may be

issued, the issue price of which will be payable in two or more

instalments.

- 1 -

Form of Notes

The Notes may be issued in bearer form ("Bearer Notes") or in

registered form ("Registered Notes") only. Each Tranche of

Bearer Notes will be represented on issue by a temporary

Global Note if (i) definitive Notes are to be made available to

Noteholders following the expiry of 40 days after their issue

date or (ii) such Notes have an initial maturity of more than one

year and are being issued in compliance with the D Rules (as

defined in "Selling Restrictions" below), otherwise such Tranche

will be represented by a permanent Global Note. Registered

Notes will be represented by Certificates, one Certificate being

issued in respect of each Noteholder's entire holding of

Registered Notes of one Series. Certificates representing

Registered Notes that are registered in the name of a nominee

for one or more clearing systems are referred to as "Global

Certificates".

Clearing Systems

Clearstream, Luxembourg, Euroclear and/or the CMU and, in

relation to any Tranche, such other clearing system as may be

agreed between the Issuer, the Fiscal Agent (or, the CMU

Lodging and Paying Agent, as the case may be) and the

relevant Dealer.

Initial Delivery of Notes

On or before the issue date for each Tranche, the Global Note

representing Bearer Notes or the Certificate representing

Registered Notes may be deposited with a common depositary

for Euroclear and Clearstream, Luxembourg or deposited with a

sub-custodian for the CMU. Global Notes or Certificates may

also be deposited with any other clearing system or may be

delivered outside any clearing system provided that the

method of such delivery has been agreed in advance by the

Issuer, the Fiscal Agent and the relevant Dealer. Registered

Notes that are to be credited to one or more clearing systems

on issue will be registered in the name of nominees or a

common nominee for such clearing systems.

Currencies

Subject to compliance with all relevant laws, regulations and

directives, Notes may be issued in any currency agreed

between the Issuer, the Guarantor and the relevant Dealers.

Maturities

Subject to compliance with all relevant laws, regulations and

directives, any maturity as may be agreed between the Issuer

and the relevant Dealer(s).

Specified Denomination

Definitive Notes will be in such denominations as may be

specified in the relevant Pricing Supplement save that unless

otherwise permitted by then current laws and regulations,

Notes (including Notes denominated in sterling) which have a

maturity of less than one year and in respect of which the issue

proceeds are to be accepted by the Issuer in the UK or whose

issue otherwise constitutes a contravention of section 19 of the

Financial Services and Markets Act 2000 (the "FSMA") will

have a minimum denomination of £100,000 (or its equivalent in

other currencies).

Fixed Rate Notes

Fixed interest will be payable in arrear on the date or dates in

each year specified in the relevant Pricing Supplement.

- 2 -

Floating Rate Notes

Floating Rate Notes will bear interest determined separately for

each Series as follows:

(i) on the same basis as the floating rate under a notional

interest rate swap transaction in the relevant Specified

Currency governed by an agreement incorporating the

2006 ISDA Definitions, as published by the International

Swaps and Derivatives Association, Inc.; or

(ii) by reference to LIBOR, EURIBOR, HIBOR or SOFR (or

such other benchmark as may be specified in the relevant

Pricing Supplement) as adjusted for any applicable margin.

Interest periods will be specified in the relevant Pricing

Supplement.

Zero Coupon Notes

Zero Coupon Notes (as defined in "Terms and Conditions of the

Notes") may be issued at their nominal amount or at a discount

to it and will not bear interest.

Dual Currency Notes

Payments (whether in respect of principal or interest and

whether at maturity or otherwise) in respect of Dual Currency

Notes (as defined in "Terms and Conditions of the Notes") will

be made in such currencies, and based on such rates of

exchange as may be specified in the relevant Pricing

Supplement.

Index Linked Notes

Payments of principal in respect of Index Linked Redemption

Notes (as defined in "Terms and Conditions of the Notes") or of

interest in respect of Index Linked Interest Notes (as defined in

"Terms and Conditions of the Notes") will be calculated by

reference to such index and/or formula as may be specified in

the relevant Pricing Supplement.

Interest Periods and Interest Rates

The length of the interest periods for the Notes and the

applicable interest rate or its method of calculation may differ

from time to time or be constant for any Series. Notes may

have a maximum interest rate, a minimum interest rate, or both.

The use of interest accrual periods permits the Notes to bear

interest at different rates in the same interest period. All such

information will be set out in the relevant Pricing Supplement.

Redemption

The relevant Pricing Supplement will specify the basis for

calculating the redemption amounts payable. Unless permitted

by then current laws and regulations, Notes (including Notes

denominated in pound sterling) which have a maturity of less

than one year and in respect of which the issue proceeds are to

be accepted by the Issuer in the UK or whose issue otherwise

constitutes a contravention of Section 19 of the FSMA must

have a minimum redemption amount of £100,000 (or its

equivalent in other currencies).

Redemption by Instalments

The Pricing Supplement issued in respect of each issue of

Notes that are redeemable in two or more instalments will set

out the dates on which, and the amounts in which, such Notes

may be redeemed.

Other Notes

Terms applicable to high interest Notes, low interest Notes,

step-up Notes, step-down Notes, reverse dual currency Notes,

- 3 -

optional dual currency Notes, Partly Paid Notes and any other

type of Note that the Issuer and any Dealer or Dealers may

agree to issue under the Programme will be set out in the

relevant Pricing Supplement and the supplementary offering

circular.

Optional Redemption

The Pricing Supplement issued in respect of each issue of

Notes will state whether such Notes may be redeemed prior to

their stated maturity at the option of the Issuer (either in whole

or in part) and/or the holders, and if so the terms applicable to

such redemption.

Change of Control Redemption

Notes may be redeemed before their stated maturity at the

option of the Noteholders to the extent (if at all) specified in the

relevant Pricing Supplement upon the occurrence of a Change

of Control (as defined in "Terms and Conditions of the Notes").

Status of Notes

The Notes and the Guarantee will constitute unsubordinated

and unsecured obligations of the Issuer and the Guarantor,

respectively, all as described in "Terms and Conditions of the

Notes - Guarantee and Status".

Negative Pledge

See "Terms and Conditions of the Notes - Negative Pledge".

Cross Default

See "Terms and Conditions of the Notes - Events of Default".

Early Redemption

Except as provided in "Optional Redemption" and "Change of

Control Redemption" above, Notes will be redeemable at the

option of the Issuer prior to maturity only for tax reasons. See

"Terms and Conditions of the Notes - Redemption, Purchase

and Options".

Withholding Tax

All payments of principal and interest in respect of the Notes

will be made free and clear of withholding taxes of the British

Virgin Islands or Hong Kong, as the case may be, unless the

withholding is required by law. In such event, the Issuer or the

Guarantor shall, subject to customary exceptions, pay such

additional amounts as shall result in receipt by the Noteholder

of such amounts as would have been received by it had no

such withholding been required, all as described in "Terms and

Conditions of the Notes - Taxation".

Governing Law

English.

Listing and Admission to Trading

Application has been made to the Hong Kong Stock Exchange

for the listing of the Programme, and for the permission to deal

in, and for the listing of, Notes to be issued under the

Programme during the 12 month period after the date of this

Offering Circular on the Hong Kong Stock Exchange by way of

debt issues to Professional Investors only.

However, unlisted Notes and Notes to be listed, traded or

quoted on or by any other competent authority, stock exchange

or quotation system may be issued pursuant to the Programme.

The relevant Pricing Supplement in respect of the issue of any

Notes will specify whether or not such Notes will be listed on

the Hong Kong Stock Exchange (or listed, traded or quoted on

or by any other competent authority, exchange or quotation

system).

- 4 -

Notes listed on the Hong Kong Stock Exchange will be traded

on the Hong Kong Stock Exchange in a board lot size of at

least HK$500,000 (or its equivalent in other currencies).

Selling Restrictions

The United States, the Public Offer Selling Restriction under

the Prospectus Directive (in respect of Notes having a specified

denomination of less than 100,000 or its equivalent in any

other currency as at the date of issue of the Notes), the UK,

Mainland China, Hong Kong, Japan, Singapore, the British

Virgin Islands, Italy, Switzerland and the Netherlands. See

"Subscription and Sale".

Category 1 or Category 2 selling restrictions as specified in the

relevant Pricing Supplement will apply for the purposes of

Regulation S under the Securities Act, as amended.

The Notes will be issued in compliance with U.S. Treas. Reg.

§1.163-5(c)(2)(i)(D) (or any successor rules in substantially the

same form that are applicable for purposes of Section 4701 of

the U.S. Internal Revenue Code of 1986, as amended (the

"Code")) the "D Rules") unless (i) the relevant Pricing

Supplement states that Notes are issued in compliance with

U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (or any successor rules in

substantially the same form that are applicable for purposes of

Section 4701 of the Code) (the "C Rules") or (ii) the Notes are

issued other than in compliance with the D Rules or the C

Rules but in circumstances in which the Notes will not

constitute "registration required obligations" under the United

States Tax Equity and Fiscal Responsibility Act of 1982

("TEFRA") or will be in "registered form" for U.S. federal income

tax purposes, which circumstances will be referred to in the

relevant Pricing Supplement as a transaction to which TEFRA

is not applicable.

Legal Entity Identifier (LEI) of the

254900QOZMIRPHNCNK27

Issuer

- 5 -

SUMMARY FINANCIAL INFORMATION OF THE GUARANTOR

The summary financial information set forth below has been extracted from the Guarantor's audited consolidated financial statements as at and for the years ended 31 December 2018, 2019 and 2020 (the "Annual Financial Statements"). The Annual Financial Statements have been audited by Deloitte Touche Tohmatsu, Certified Public Accountants. The information set forth below should be read in conjunction with, and is qualified in its entirety by reference to, the relevant published consolidated financial statements of the Guarantor, including the notes thereto, incorporated by reference in this Offering Circular. The Guarantor's Annual Financial Statements and Interim Financial Statements are prepared and presented in accordance with the prevailing HKFRS issued by the Hong Kong Institute of Certified Public Accountants.

During the year ended 31 December 2020, the Guarantor has applied the following new and amendments to HKFRS: Amendments to HKAS 1 and HKAS 8, Amendments to HKFRS 3, Amendments to HKFRS 9, HKAS 39 and HKFRS 7.

The application of these amendments to HKFRS in the current year had no material impact on the Guarantor's audited consolidated financial statements.

Consolidated Statement of Profit or Loss

For the year ended 31 December

2018

2019

2020

(audited)

(HK$ million)

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,070.0

4,125.1

3,963.0

Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

105.7

91.7

93.6

Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

408.9

14.5

76.2

Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,584.6

4,231.3

4,132.8

Brokerage and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(50.5)

(43.9)

(47.2)

Advertising and promotion expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(159.2)

(147.3)

(119.9)

Direct cost and operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(89.5)

(104.2)

(107.9)

Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,167.2)

(1,152.1)

(1,274.3)

Net gain on financial assets and liabilities at fair value through profit or

loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

234.4

1,807.7

2,553.9

Net exchange gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14.2

82.5

47.5

Net impairment losses on financial instruments . . . . . . . . . . . . . . . . . . . . . . . .

(901.7)

(1,024.4)

(1,052.6)

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(666.8)

(777.7)

(807.3)

Other losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1.6)

(179.0)

(166.6)

1,100%.7

2,692.9

3,158.4

Share of results of associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30.8

48.6

42.4

Share of results of joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3.8

1.9

(0.2)

Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,831.3

2,743.4

3,200.6

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(220.7)

(228.8)

(271.7)

Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,610.6

2,514.6

2,928.9

Profit attributable to:

- Owners of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,183.8

2,085.2

2,547.7

- Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

426.8

429.4

381.2

1,610.6

2,514.6

2,928.9

Earnings per share

- Basic (HK cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56.2

104.4

128.3

- Diluted (HK cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56.1

104.2

128.0

- 6 -

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 31 December

2018

2019

2020

(audited)

(HK$ million)

Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,610.6

2,514.6

2,928.9

Other comprehensive (expenses) income:

Items that will not be reclassified to profit or loss

Fair value loss on investments in equity instrument of fair value

through other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . .

(110.3)

(13.9)

(7.0)

Gain on revaluation of properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-

-

24.8

(110.3)

(13.9)

17.8

Items that may be reclassified subsequently to profit or

loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exchange differences arising on translating foreign operations . . . . . .

(335.8)

(113.7)

317.8

Reclassification adjustment to profit or loss on disposal of joint

ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.8

-

-

Share of other comprehensive (expenses) income of associates . . . .

(0.8)

4.2

28.9

Share of other comprehensive (expenses) income of joint

ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3.2)

(3.5)

21.0

Other comprehensive (expenses) income for the year . . . . . . . . . . . . .

(.3)

(126.9)

385.5

Total comprehensive income for the year . . . . . . . . . . . . . . . . . . . .

1,163.3

2,387.7

3,314.4

Total comprehensive income attributable to:

- Owners of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

876.7

1,997.3

2,809.9

- Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

286.6

390.4

504.5

1,163.3

2,387.7

3,314.4

- 7 -

Consolidated Statement of Financial Position

31/12/2018

31/12/2019

31/12/2020

(audited)

Non-current Assets

(HK$ million)

Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,360.9

1,312.5

1,276.5

Leasehold interests in land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.0

-

-

Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

412.1

377.2

436.5

Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-

125.5

323.2

Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

890.2

893.2

904.4

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,384.0

2,384.0

2,384.0

Interest in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,380.4

1,196.1

212.2

Interest in joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

240.2

445.5

466.4

Financial assets at fair value through other comprehensive income . . . . . . . .

174.4

129.5

120.9

Financial assets at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . .

6,360.9

7,687.2

9,124.6

Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

729.9

780.0

780.7

Amounts due from associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

266.7

261.3

279.0

Loans and advances to consumer finance customers . . . . . . . . . . . . . . . . . . . .

2,618.9

2,770.5

3,088.9

Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,956.8

1,270.7

1,192.9

Term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33.1

49.6

554.5

Trade receivables, prepayments and other receivables . . . . . . . . . . . . . . . . . .

22.9

20.4

17.3

18,835.4

19,703.2

21,162.0

Current Assets

Financial assets at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . .

4,378.6

4,285.6

4,461.5

Taxation recoverable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5.0

3.7

3.3

Amounts due from associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

97.1

68.6

12.1

Loans and advances to consumer finance customers . . . . . . . . . . . . . . . . . . . .

7,150.8

7,643.0

7,474.8

Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,897.4

2,356.2

1,820.8

Term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,452.1

1,856.6

1,158.2

Trade receivables, prepayments and other receivables . . . . . . . . . . . . . . . . . .

364.8

466.8

378.3

Amounts due from brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

507.0

451.7

354.3

Short-term pledged bank deposits and bank balances . . . . . . . . . . . . . . . . . . .

20.0

33.2

-

Bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

353.5

68.1

12.3

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,622.4

5,624.9

7,245.6

21,848.7

22,858.4

22,921.2

Current Liabilities

Financial liabilities at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . .

425.3

715.8

172.8

Bank and other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,221.3

5,659.9

6,083.2

Trade payables, other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . .

236.9

338.4

494.1

Financial assets sold under repurchase agreements . . . . . . . . . . . . . . . . . . . .

1,216.5

386.2

-

Amounts due to fellow subsidiaries and a holding company . . . . . . . . . . . . . . .

519.0

35.3

4.7

Amounts due to associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.9

-

-

Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103.5

152.9

257.5

Taxation payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

175.7

339.6

137.6

Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-

89.9

84.2

Notes/paper payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

752.7

569.5

2,013.4

8,652.8

8,287.5

9,247.5

Net Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13,195.9

14,570.9

13,673.7

Total Assets less Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,031.3

34,274.1

34,835.7

Capital and Reserves

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,752.3

8,752.3

8,752.3

Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,286.9

11,629.4

13,872.9

Equity attributable to owners of the Company . . . . . . . . . . . . . . . . . . . . . . . . . .

19,039.2

20,381.7

22,625.2

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,805.9

3,194.9

3,327.1

Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,845.1

23,576.6

25,952.3

Non-current Liabilities

Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

176.9

143.0

137.1

Bank and other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,961.8

2,497.2

2,384.1

Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.2

0.3

0.3

Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-

27.8

228.5

Notes/paper payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,047.3

8,029.2

6,133.4

9,186.2

10,697.5

8,883.4

32,031.3

34,274.1

34,835.7

- 8 -

RISK FACTORS

Prior to making any investment decision, prospective investors should consider carefully all of the information in this Offering Circular, including but not limited to the risks and uncertainties described below. The following factors are contingencies which may or may not occur and neither the Issuer nor the Company is in a position to express a view on the likelihood of any such contingency occurring. Any of the risks or uncertainties described below, as well as additional risks or uncertainties, including those which are not currently known to the Issuer or the Company or which the Issuer or the Company currently deems to be immaterial, may affect the Company's business operations, financial condition and operating results or its ability to fulfil its obligations under the Notes.

Each of the Issuer and the Company believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of the Issuer or the Company to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuers or the Company based on information currently available to them or which they may not currently be able to anticipate. The Issuer and the Company do not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular (including any document incorporated by reference) and reach their own views prior to making any investment decision. In making an investment decision, each investor must rely on its own examination of the Issuer, the Company and the terms of the offering of the Notes.

RISKS RELATING TO THE GROUP'S OVERALL BUSINESS PORTFOLIO

The COVID-19 pandemic may continue to have an adverse effect on the Group's business operations, financial condition and operating results

The coronavirus ("COVID-19") pandemic has resulted in a widespread and global health crisis, causing governments to take measures to prevent the spread of the virus (including the imposition of restrictions on travel, hospitality and leisure activities and prolonged closures of workplaces, businesses and schools) which has led to significant disruption to economies around the world. The COVID-19 pandemic has affected investor sentiment, resulted in sporadic volatility in the global capital markets and oil prices and caused stock markets worldwide to lose significant value and has impacted global economic activity. It is possible that the COVID-19 pandemic will cause a prolonged global economic crisis, recession or depression despite monetary and fiscal interventions by governments and central banks globally. Such disruptions to the economy have had and could continue to have an adverse effect on the Group's business operations, financial condition and operating results.

For the Group's Consumer Finance, Specialty Finance and Mortgage Loans businesses, some of the Group's borrowers may fail to recover or fail to recover quickly from the impact of the COVID-19 pandemic which could affect their ability to repay loans provided by the Group, leading to increased bad debt delinquency. In relation to mortgage loans and secured loans, the potential volatility in property prices in Hong Kong and asset prices in general due to the effect of the prolonged COVID-19 pandemic could lead to an increase in the Group's allowance for doubtful accounts and a reduction in the recovery from collateral realisation. Increased bad debt delinquency, an increase in the Group's allowance for doubtful accounts and a reduction in the recovery from collateral realisation would decrease the Group's assets and therefore could have an adverse effect on the Group's business operations, financial condition and operating results. See "The Group's business operations are susceptible to customers being unable to repay their loans, thus leading to an increased level credit risk for the Group" for further information.

For the Group's Investment Management and Funds Management businesses, any downturn in the global economy and/or the global financial markets (including any downturn caused by the COVID-19 pandemic) could have an adverse effect on the returns generated by the Group's investments and asset portfolios and result in an adverse effect on the Group's business operations, financial condition and operating results.

Uncertainties and instability in global market conditions could adversely affect the Group's business operations, financial condition and operating results

The global markets have recently experienced unfavourable financial or economic conditions, such as those caused by the COVID-19 pandemic (see "The COVID-19pandemic may continue to have an

- 9 -

adverse effect on the Group's business operations, financial condition and operating results"), and there remains a concern that the COVID-19pandemic and increasing geopolitical tensions will continue to have a detrimental effect. Challenging global market conditions may expose the Group to liquidity risk as the Group could face difficulties raising funding in the long-termor short-termdebt capital markets or accessing the secured lending markets. This could lead to the Group not being able to finance its operations or meet its financial obligations without experiencing significant business disruption and consequently could adversely affect the Group's financial condition.

In the past, global economic downturns have led to an increased level of borrower delinquencies, a lack of consumer confidence, decreased market valuations and liquidity, increased market volatility and a widespread reduction of business activity generally. Any severe or prolonged slowdown or instability in the global economy could exacerbate the risks faced by the Group, including those described in "The Group's business operations are susceptible to customers being unable to repay their loans, thus leading to an increased level credit risk for the Group" and "Allowances for credit losses may prove inadequate and the Group's credit costs may increase" and could therefore have a material adverse effect on the Group's business operations, financial condition and operating results.

An increase in interest rates will affect the Group's cost of funding and may also affect the Group's net interest margin, therefore if the Group fails to adequately manage interest rate risk in the future an increase in interest rates could adversely affect the Group's financial condition and operating results

The Group utilises two main funding sources, the issuance of debt securities (which have fixed interest rates) and bank borrowings (which have floating interest rates pegged to HIBOR, LIBOR or SOFR, as the case may be). An increase in interest rates will therefore increase the Group's cost of funding for its bank borrowings, which if there is not a corresponding increase in the Group's revenue could lead to a decrease in the Group's profit and have an adverse effect on the Group's financial condition and operating results.

In relation to the Group's Consumer Finance, Specialty Finance and Mortgage Loans businesses, an increase in market interest rates will not necessarily result in a corresponding increase in the interest received on the Group's interest-earning assets, such as loans, as some of these interest-earning assets may be fixed rate. If there is a high proportion of fixed rate interest-earning assets in the Group's portfolio and interest rates increase, the Group's net interest margin could be materially reduced thus reducing the Group's profitability and adversely affecting the Group's financial condition and operating results.

In relation to the Group's Investment Management and Funds Management businesses, higher market interest rates will in general lead to a decrease in bond price and potentially a decrease in profitability of the companies in which the Group has invested which, if this is the case, is likely to result in reduced dividends from such companies to the Group, therefore an increase in market interest rates is likely to have an adverse effect on the segment's profit and consequently on the Group's financial condition and operating results.

Interest rates are sensitive to many factors beyond the control of the Group. For example, interest rates in Hong Kong and Mainland China are sensitive to, amongst other factors, movements in RMB deposit and lending rates, Prime Rate and HIBOR movements in Hong Kong, Hong Kong and Mainland China's monetary policy, regulations and economic conditions, interest rates in the United States, liquidity of the domestic interbank market, the international capital markets and domestic and international economic and political conditions. If the Group does not adequately manage the risks in relation to increasing interest rates described above, these could have an adverse effect on the Group's cost of funding and net interest margin which could adversely impact the Group's financial condition and operating results.

The Group's business operations are susceptible to customers being unable to repay their loans, thus leading to an increased level of credit risk for the Group which could adversely affect the Group's financial condition and operating results

Credit risk is the risk that the Group will incur a loss because its customers or counterparties fail to discharge their contractual obligations.

- 10 -

A substantial proportion of the Group's financial portfolio consists of unsecured personal loans or financial guarantee contracts without any collateral. As such, the Group is susceptible to credit risks associated with the deterioration in the credit quality of its customers which may be driven by wider socio-economic factors which are beyond the control of the Group, such as a rise in general unemployment levels or bankruptcy levels due to COVID-19. Such deterioration in the credit quality of its customers could have an adverse impact on the ability of borrowers to make payments and increase the likelihood of potential defaults, which may lead to higher than expected impairment charges, whilst also reducing the demand for loans. In addition, the number of available borrowers which the Group may lend to may be negatively affected by a decline in household income, public concerns about unemployment and/or other negative macroeconomic factors.

The Group also provides loans and advances to consumer finance customers, mortgage loans and term loans which are secured with properties and other assets, which in general are considered as being less exposed to credit risk. However, a reduction in collateral value caused by fluctuations or downturns in the real estate market may increase the exposure of the Company to such related credit risks. In certain instances, there may be no purchaser for a particular collateral or asset, thereby rendering it effectively worthless, and such failure to recover the expected value of the collateral security would expose the Group to loss. Furthermore, any decline in the value of the collateral securing non-performing loans or a decrease in the market value of real estate or other property secured as collateral may result in an increase in the Group's allowance for doubtful accounts and a reduction in the recovery from collateral realisation.

If the Group experiences increased bad debt delinquencies, increased impairment charges, a reduction in collateral value and/or an increase in the Group's allowance for doubtful accounts, this would decrease the Group's assets and the Group's business, financial position and operating results may be adversely affected as a result.

Whilst the Group manages and controls these credit risks by following a set of credit policies devised to minimise losses, maximise recoveries and prevent fraud, any failure by the Group's employees to properly appraise the value of the collateral, credit or financial worth of the Group's clients or to comply with internal procedures, which may result in the Group incurring losses on loans extended to its customers and may eventually result in a bad debt on the Group's accounts, which could adversely affect the Group's business operations, financial condition and operating results.

Damage to reputation or brand, including as a result of negative publicity with respect to other companies affiliated with the Sun Hung Kai brand or the Group or unrelated companies using the Sun Hung Kai brand, could adversely affect the Group's business operations, financial condition and operating results

The Group operates in an industry where customer trust and confidence are paramount. This makes the Group vulnerable to negative publicity and market perceptions that may be difficult or impossible for it to control. The Group's reputation and brand are accordingly vital to the success of its business. If its reputation or brand is damaged or lost, the Group could lose existing customers and goodwill and find it difficult to cultivate new business.

The risk to the Group is increased by the fact that Group uses the Sun Hung Kai brand for its corporate branding and in its products and an unrelated group of companies also uses the Sun Hung Kai brand in relation to its property development and investment business. Adverse developments or negative publicity with respect to companies directly or indirectly affiliated with the Sun Hung Kai brand or unrelated companies using the Sun Hung Kai brand could damage the Group's reputation or the reputation of the Sun Hung Kai brand, in some cases notwithstanding there being no connection with the Group.

Brand-related disputes, or reports of investigations, claims, enforcement actions, fines or other sanctions against the Group, or reports of mismanagement, fraud or failure to discharge legal, contractual, regulatory or fiduciary duties, responsibilities, liabilities or obligations, or the negative perception resulting from such activities or any allegation of such activities, could lead to a loss in revenue or the imposition of financial penalties and therefore could have an adverse effect on the Group's business operations, financial condition and operating results.

- 11 -

Allowances for credit losses may prove inadequate and the Group's credit costs may increase, which could adversely affect the Group's financial condition and operating results

One of the Group's core businesses is in making loans. If a borrower becomes or is unable to make interest or principal payments on its repayment due dates, then the Group may be required to make an allowance for such credit loss and therefore increase the Group's credit costs.

The Group has applied HKFRS 9 Financial Instruments and the related consequential amendments to other HKFRSs. The Group recognises a loss allowance for expected credit losses ("ECL") on financial assets which are subject to impairment under HKFRS 9 (including trade receivables, prepayments and other receivables, bank deposits, cash and cash equivalents, loans and advances to consumer finance customers, mortgage loans, amounts due from brokers and amounts due from related parties), loan commitments and financial guarantee contracts. The assessment of ECL is based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions. As many of the factors involved in assessing loss allowances for ECLs are beyond the Group's control, the Group's assessment of and expectations for these factors may not be accurate.

If the Group's assessment of the factors affecting the quality of its assets is inaccurate, the Group's loss allowances for ECLs may not be adequate to cover its actual losses. Where additional provisions are subsequently required for credit losses, this would increase the Group's credit costs and may adversely affect the Group's business, result of operations and financial condition.

Fluctuations in exchange rates may adversely affect the Group's reported financial results and a devaluation of the Renminbi may affect the value of assets in Mainland China, which could adversely affect the Group's financial condition and operating results

The value of the Renminbi against the Hong Kong dollar and the U.S. dollar and other foreign currencies fluctuates and is affected by, among other things, changes in Mainland China's government policies and Mainland China's domestic and international political and economic conditions. The Group is therefore subject to exchange rate volatility as it funds its operations in Mainland China with U.S. dollars, requiring a conversion to Renminbi.

A rise in the value of the U.S. dollar as against the Renminbi could therefore have an adverse impact on the Group as the Group's liabilities strengthen whereas the Group's assets in Mainland China weaken and adversely affect the Group's financial condition and operating results.

In addition, a certain portion of the Group's revenue and/or expenses is also denominated in foreign currencies such as Renminbi and U.S. dollars whereas the Group's financial statements are also presented in Hong Kong dollars. Therefore, changes in the value of local currencies can cause fluctuations in the Group's operating results and could have an adverse effect on its reported financial results.

If the Group fails to effectively manage or maintain asset quality, this may have a material adverse impact on the Group's financial condition and operating results

The quality of the Group's loan books and assets may decline due to a number of factors, ranging from broader macroeconomic factors such as economic conditions and performance of global markets to any actual or foreseeable deteriorations in the creditworthiness of its borrowers, whether by a decrease of a corporate borrower's profitability or cash flow or the unemployment of consumer borrowers.

The sustainability of the Group's business depends on its ability to effectively and actively manage and maintain the quality of its loan books and assets across its various businesses. Any deterioration in the quality, or a failure to manage any deterioration, of the Group's loan books and assets may affect the Group's ability to realise its assets in time to make any expected gain or to prevent a loss. This may result in an increase in the Group's bad debt delinquency or allowances for impairment losses on loans, which would decrease the Group's assets and thus could adversely affect the Group's financial condition and operating results.

- 12 -

The Group's business is subject to regulation and associated regulatory and litigation risks (including the effects of future changes in the laws, regulations, policies or their respective interpretations in the markets in which it operates) which could have an adverse effect on the Group's business operations, financial condition and operating results

Financial Services Regulation

The Group's operations are subject to legislation, regulations, rules, guidance, codes of conduct and government policies in Hong Kong and Mainland China in which it conducts business and in relation to the products it markets and sells. The Group may therefore be affected by changes in financial services regulations, or other laws, regulations, rules, guidance, codes of conduct, government policies and/or their respective interpretations applicable to the Group or affecting the industry and markets in which the Group operates.

In particular, any new legislation restricting lending business activities, especially the reduction in the maximum chargeable interest rate, could reduce the Group's operating margins and could result in material customer losses. Currently, the maximum chargeable interest rate allowed under the Money Lenders Ordinance (Cap. 163), as amended (the "MLO") in Hong Kong, the law in Hong Kong governing non-bank consumer lenders' maximum lending rate, is 60 per cent. per annum and in certain circumstances, 48 per cent. On 1 April 2021 however, the Financial Services and the Treasury Bureau of Hong Kong issued a letter proposing to reduce non-bank consumer lenders' maximum lending rate to 48 per cent. per annum and in certain circumstances, 36 per cent. per annum. In Mainland China, the maximum chargeable interest rate allowed for small loan businesses might not be clear, as the Supreme People's Court in its Official Reply to the Issues concerning the Scope of Application of the New Judicial Interpretation on Private Lending (the "Judicial Reply") on 29 December 2020 clarified that small loan companies supervised by local financial regulatory authorities should not be subject to the judicial interpretation which re-set the maximum interest rate for private lending to be four times of the loan prime rate. As such, some provincial or municipal governments may adopt their own rules, interpretation and restrictions on the businesses from time to time and non-compliance with the local implementing guidelines may expose the Group to sanctions and penalties. Despite the efforts of the Group to comply with applicable regulations, there are a number of associated risks, particularly in areas where applicable regulations may be unclear or where regulators subsequently revise their previous guidance.

Any reduction of the maximum chargeable interest rate or any other changes to the MLO which result in the tightening of the regulatory regime would adversely affect the Group's business, lending policy and credit standards and operating results. Moreover, if maximum chargeable rates were reduced by new or amended legislation, the Group may be unable to extend loans to many of its current customers, as it will be forced to tighten its credit standards in order to maintain credit costs in-line with any reduced chargeable interest rates and these circumstances may reduce the Group's outstanding loan balance. Any losses in the number of customers or a reduction in interest margins earned on loans as a result of a reduction of the maximum chargeable interest rate or any other changes to the MLO are likely to have an adverse impact on the Group's business operations, financial condition and operating results.

In addition, changes in the laws, rules, regulations, or policies on other aspects of financial service may impose additional restrictions on the Group. For example, the Draft Measures on Internet Small Loan Business (as defined below), if eventually adopted, may raise the licencing requirements for internet small loan providers (see "Changes in Legislation or Regulation"). If the Group fails to comply with such new rules or regulations, its internet loan business in Mainland China may be restricted, which may have a material adverse impact on the Group's business operations, financial condition and operating results.

Regulatory Approval and Licencing

The Group requires regulatory approvals and/or licences to conduct its businesses and is subject to registration and licencing requirements which vary on a national and regional level and may be amended from time to time.

Withdrawal or amendment of any regulatory approval or of any exemption from registration in respect of any part of the Group's activities in any jurisdiction might compel termination of a particular business or change the way in which it is conducted. Similarly, the withdrawal of either a licence or an approval

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of one or more individuals would hinder their ability to perform their current role and the carrying on of regulated activities by unauthorised persons could have a number of consequences, including the possibility of agreements made in the course of carrying on such activities being unenforceable or penalties imposed by the relevant regulatory authority.

If the Group is forced to change the way its business is conducted as a result of the withdrawal of a regulatory approval or licence, this could change the Group's business operations in a way that could affect the Group's revenue sources and/or require significant investment from the Group and this could have a corresponding effect on the Group's financial condition and operating results. In addition, if a regulatory authority imposes financial penalties on the Group for failure to comply with relevant regulatory or licencing requirements, if such financial penalty is significant, this could have an adverse impact on the Group's financial condition and operating results.

Changes in Legislation or Regulation

The Group is also subject to legislation and regulation in each of the markets in which it operates, and such legislation or regulation may be amended from time to time. It may have to respond to any material changes in legislation or regulation by adapting its business model or products in the relevant market. If the Group cannot effectively respond to any such changes, this may affect the Group's operations and the conduct and success of its business in the relevant market and could lead to a decrease in the Group's revenue. Even if the Group can accommodate such changes in legislation or regulations, this is likely to increase the compliance costs of the Group. If the relevant market to which such amended legislation or regulation relates is a significant or important market to the Group, such decrease in the Group's revenue and/or increase in compliance costs may have a material adverse effect upon the Group's business operations, financial condition and operating results. On 22 November 2020, the China Banking and Insurance Regulatory Commission ("CBIRC") and the PBOC jointly published Provisional Administrative Measures on Internet Small Loans Business (Draft for Comments) (the "Draft Measures on Internet Small Loan Business"), which requires that small loan companies conducting internet loan business shall satisfy certain requirements with respect to, for example, the controlling shareholder, the internet platform and the registered capital. The Draft Measures on Internet Small Loan Business also prohibits inter-provincial internet loan business except with approval from the CBIRC. If the Draft Measures on Internet Small Loan Business is eventually adopted, the Group will need to meet such additional requirements and apply to local regulatory authorities or the CBIRC for an internet small loan business licence accordingly.

If the Group fails to comply with such rules and regulations, it may become subject to enquiries and/or investigations by the relevant regulatory bodies, which may result in fines or restrictions on the Group's business activities. If results of any investigations or enquiries are unfavourable towards the Group, the Group may become subject to penalties including censure, reprimand and fines. In extreme cases, the Group may be prevented from conducting business in a normal manner and some or all of the Group's operation licences may become suspended or revoked. Where penalties are substantial or protracted litigation is involved, the Group's reputation and financial position may be jeopardised and, in such cases, there may be a material and adverse impact on the Group's business operations, financial condition and operating results.

Failure to expand into new businesses in time could affect the Group's business which could have an adverse effect on the Group's business operations, financial condition and operating results

The success of the Group's operations depends on, among other things, the proper timing on launching new businesses, products and services to clients. Because the Group's business operates in a highly competitive environment, any delay or failure to introduce new businesses in time or in response to market demand, or any failure of the Group's new products and services to gain timely market acceptance could lead to the Group losing market share to its competitors and therefore could adversely affect the overall businesses and financial performance of the Group.

In addition, certain of the Group's key initiatives involve investments and long-term strategic co-operations between United Asia Finance Limited ("UAF") and strategic partners from Mainland China such as China UnionPay Merchant Service Ltd ("Unionpay") and Allinpay Network Services Co. Ltd. (通聯支付網絡服務股份有限公司). The success of these ventures is often dependent upon the

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financial and legal stability of the Group's counterparties. If one of the counterparties with whom the Group operates a joint venture suffers a decline in its financial condition, or is subject to instability owing to changes in the financial services laws, regulations, rules, guidance and/or government policies in Mainland China, the Group may be unable to successfully expand into new businesses or operate through these joint ventures or partnerships, or may be required to invest additional capital or cease operations altogether. The Group's inability to successfully operate new businesses through joint ventures or alliances may lead to the Group not being able to make sufficient returns on its investment and could adversely affect its business operations, financial condition and operating results.

In 2021, the Group also launched a licenced Funds Management platform, SHK Capital Partners. Please see "Risk Factors - Risks Relating to the Group's Funds Management Business - The Funds Management business is a new business segment for the Group and it may not be successful" for specific risks in relation to this new business.

The Group may not be successful in implementing new business strategies and may be prevented from entry or may misjudge entry into new markets or expansion in existing markets, this could have an adverse effect on the Group's business operations, financial condition and operating results

As part of the Group's strategy the Group may want to expand operations in various jurisdictions. However, the Group may be precluded from entry into a new geographic market due to insufficient debt funding being available to fund geographic expansion, or due to a lack of management and/or agent resource. The Group may also not be able successfully to support its growth strategy in a newly entered geographic market if it cannot recruit qualified employees in that market. If the Group fails to expand its operations geographically, it may lose out on opportunities to its competitors which may affect its market share and could result in an adverse effect on its financial condition and operating results.

In addition, if the Group enters a new market or expands in an existing market but misjudges customer demand or requirements, it may not be able to respond to local conditions or competitive pressures so that its operations in new geographic markets or expansion plans do not perform as expected. If the decision is then made to withdraw from or reduce its presence in a market for any of these reasons, it may incur costs of withdrawal which could materially and adversely affect its business operations, financial condition and operating results.

The Group's investment, merger and acquisition, joint venture, divestment and disposal activities may not prove to be successful which could have an adverse effect on the Group's business operations, financial condition and operating results

The Group has undertaken investment, merger and acquisition, joint venture, divestment and disposal activities in the past and may continue to do so in the future in line with day-to-day business and investment strategy.

In relation to investment, merger and acquisition and joint venture activities, although due diligence and detailed analysis are conducted before these activities are undertaken, these may not fully expose all problems, potential liabilities and unresolved disputes that the target company or joint venture partner may have. In addition, valuations and analysis on the target company conducted by the Group and by professionals alike are based on numerous assumptions, and those assumptions may not be correct or appropriate, and may not receive universal recognition. Relevant facts and circumstances used in the analysis could have changed over time, and new facts and circumstances may come to light as to render the previous assumptions and the valuations and analysis based thereon obsolete. The Group may also not necessarily be able to successfully integrate target businesses into the Group and may not be able to derive any synergies from its investment, acquisition or entry into the joint venture, or successfully divest or dispose of any existing businesses at the targeted valuation of the Group (or at all), leading to increases in costs, time and resources expended. If any of the Group's investment, merger and acquisition and joint venture activities prove to be unsuccessful and the Group does not achieve sufficient returns, the Group may not be able to recover its initial investment in such activity and, if significant, could have an adverse effect on the Group's financial condition and operating results.

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In relation to divestments and disposals, though the Group may seek to take advantage of commercial or strategic opportunities to divest or dispose of its various businesses and assets on commercially attractive terms, the Group may not be able to sell or dispose of its interests readily or at all or at the price as valued by the Group. If the Group fails to divest or dispose of its loss-making businesses and assets, the Group will continue to incur losses from such businesses and/or assets and this could have a continued adverse effect on the Group's financial condition and operating results. In addition, if the Group fails to divest or dispose of any of its business and/or assets at the price as valued by the Group, the difference between the price as valued by the Group and the actual price for which the business or asset was sold will be an additional loss for the Group and, if significant, could have an adverse effect on the Group's financial condition and operating results.

Changes in the legal or financial stability of, or cultural or business strategic differences with, any counterparties with whom the Group enters into joint ventures or alliances could have an adverse effect on the Group's business operations, financial condition and operating results

The Group operates joint ventures and enters into alliances with foreign and domestic counterparties. As at 31 December 2020, the Group's major established joint ventures are LSS Financial Leasing (Shanghai) Co., Ltd. and Isabella Properties Holdings Limited. Joint ventures may expose the Group to new operational, regulatory and market risk, as well as risks associated with additional capital requirements. The success of these operations is often dependent upon the financial and legal stability of its counterparties. If one of the counterparties with whom the Group operates a joint venture or continues a business alliance suffers a decline in its financial condition for any reason, or is subject to instability owing to a change to the laws governing its operations after investment has been made in the joint venture or the business alliance, the Group may be unable to successfully operate the joint venture or alliance, or may be required to invest additional capital or cease operations altogether. Likewise, significant differences in corporate culture and business strategy between the Group and such partners may come to light and may result in significant changes to the assumptions that the Group made in deciding to enter into the joint venture or alliance. If the joint ventures or counterparties are unable to perform as expected, or if any unexpected events relating to the alliances occur, then the Group may be unable to continue those businesses successfully which may lead to a loss of revenue and may adversely affect its reputation and the operating results.

Computer viruses, undetected software errors or hacking may cause delays or interruptions on the Group's systems and damage the Group's reputation and brand, which consequently could have an adverse effect on the Group's financial condition and operating results

The Group's online systems, including its websites, and other software applications, products and systems could contain undetected errors that could adversely affect the Group's performance. In addition, computer viruses and hacking may cause delays or other service interruptions on the Group's systems or expose the Group to liability to any whose data may be inadvertently or maliciously released, or to civil or criminal penalty under applicable personal data or privacy laws or regulations. Unauthorised personnel may gain unauthorised access to information or systems or cause intentional malfunctions, loss or corruption of data, software, hardware or other computer equipment.

The Group maintains IT security teams, and maintains various antivirus and computer protection software, which may not successfully prevent hacking or the transmission of any computer virus, which could result in significant damage to the Group's hardware and software systems and databases, disruptions to its business activities, including to its e-mail and other communications systems, breaches of security and the inadvertent disclosure of confidential or sensitive information, interruptions in access to its websites through the use of "denial of service" or similar attacks. Such disruption to its business activities could affect the Group's ability to operate and damage the Group's reputation, resulting in a loss in revenue which could consequently have an adverse effect on the Group's financial condition and operating results. In addition, inadvertent disclosure of confidential or sensitive information could result in proceedings being brought against the Group or fines being imposed for data breaches, which, if the proceedings are protracted and/or determined adversely to the Group or the fines are significant, this could increase the Group's liabilities and could have an adverse effect on the Group's financial condition and operating results.

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Companies within the Group are unlisted and may in the future be the subject of a spin-off, a public offering or sale which could have an adverse effect on the Group's financial condition and operating results

Whilst the Group does not currently have any plans to dispose of or otherwise monetise any parts of its businesses, in the event that a particular business or company within the Group is of a size and stage of its development where there is an opportunity to seek funding for the business through a public offering, or if a business or company becomes peripheral to the Group's overall business or strategy or if an attractive offer is received, the Group may take advantage of any one of these options. Whilst any offering, restructuring or disposal would be conducted on terms that are commercially attractive to the Group and consideration received would be used for the future development of the Group's remaining businesses, a change in business structure or overall composition of the Group could lead to a temporary loss in revenue and negatively impact the Group's financial condition and operating results in the short to medium term. Investors should note that there are no covenants in the Conditions of the Notes which prevent disposals of assets or shares.

The Group's businesses and future growth may require substantial capital and any disruption or limitations in funding sources could have an adverse effect on the financial condition and operating results of the Group

Though the funding requirements of some of the Group's businesses are met by its internal cash resources, the liquidity and ongoing profitability of the Group is dependent upon timely access to, and the management of costs associated with, raising capital through borrowings from banks and other lenders under certain lines of credit and from accessing the capital markets. The Group's funding requirements are met from a combination of borrowings such as bank loans and facilities, the issuance of bonds, and equity fund raising. The ability of the Group to access debt funding sources on acceptable commercial terms over the longer-term is dependent on a variety of factors, including a number of factors beyond its control, such as general market conditions and confidence in the global banking system. The Group's businesses depend and will continue to depend on its ability to access such diversified funding sources at a low cost. In the event that there are disruptions to the Group's sources of funds, the Group may face an increased cost of funding which could adversely affect the Group's financial condition and operating results.

Further, the Group may find future opportunities to grow through investments, mergers and acquisitions or joint ventures. Under such circumstances, the Group may need to obtain additional debt and/or equity financing and implement these growth opportunities. Additional debt financing may, apart from increasing interest expense and gearing, limit the Group's ability to pay dividends, require the Group to dedicate a substantial portion of its cash flow from operations to debt payments, subject the Group to possible covenant restrictions and/or limit its flexibility in planning for, or reacting to, changes in the finance business and industry. Such additional debt financing is likely to increase the Group's liabilities and the return on such activities is unlikely to be seen immediately, this could therefore adversely affect the Group's financial condition and operating results.

The expected developments in the market for the Group's online products and services may not materialise which could have an adverse effect on the financial condition and operating results of the Group

The markets in Hong Kong and Mainland China for online consumer finance products and services continue to evolve. However, factors that could discourage Hong Kong and Mainland China individuals from using online products and services include regulatory, security or privacy concerns, inconsistent quality of service and frustration with actual or perceived difficulties in using the internet to conduct brokerage and other financial transactions.

The Group offers various online products to its customers, such as the i-Money Internet Loan and e-Cash Revolving Loan for Hong Kong residents, the i-Money Internet Loan in Hong Kong and the UAF POS Loan platform in collaboration with Unionpay and All In Pay in Mainland China. In May 2019, UAF's subsidiary in Shenzhen was granted an internet loan licence by Financial Services Bureau in Shenzhen. These two internet licences authorise UAF to conduct an internet loan business in Mainland China. By building up UAF's technology platform Yirongzhan (壹融站) and adding advanced functionality like the mobile app on the WeChat platform called WeChat mini-programme (微信小程序), UAF seeks to cater to more on-line businesses and UAF continues to upgrade its technology platform to launch more products and services in accordance with regulations.

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If the expected developments and benefits in the market for the Group's online products and services do not materialise, the Group may not be able to realise its investment in these online products and services and this may have an adverse effect on the Group's business operations, financial condition and operating results.

All of the Group's operations are dependent upon the services of its executive directors and key management personnel, the loss of the services of any such person or several of such persons or failure to recruit suitable or comparable replacements could have an adverse effect on the Group's business operations, financial condition and operating results

The Group relies upon the ability, expertise, judgment, discretion, integrity and good faith of its executive directors and senior management team, including, among others, Mr. Lee Seng Huang (Executive Director and Group Executive Chairman), Mr. Simon Chow Wing Charn (Executive Director and Deputy Chief Executive Officer), Mr. Akihiro Nagahara (Managing Director and Chief Executive Officer of UAF), Mr. Robert James Quinlivan (Group Chief Financial Officer), Ms. Elsy Li (Group Treasurer and Head of Corporate Development) and Ms. Lindsay Megan Wright (Chief Executive Officer, Funds Management). The Group's success is therefore dependent upon its personnel and key consultants and its ability to recruit and retain high quality employees and must continue to recruit, retain and motivate management and other employees sufficiently to maintain its current business. If a member of the key management personnel joins a competitor or forms a competing company, the loss of the services of any such person or several of such persons or failure to recruit suitable or comparable replacements could have an adverse effect on the Group's business operations, financial condition and operating results.

The Group's professionals and staff are critical to its ability to attract and retain customers and failure to obtain or retain the services of key personnel could have an adverse effect on the Group's business operations, financial condition and operating results

Hiring and retaining highly skilled professionals is critical to the Group's ability to attract and retain customers. The market for professionals, such as product development personnel, marketing and customer support staff and information technology and other operations personnel in the Asia-Pacific region, is highly competitive and movement of such individuals among different firms has become more frequent.

The Group endeavours to provide its management and other professionals with competitive compensation and benefits. However, it may not be successful in hiring or retaining key personnel. Failure to obtain or retain the services of key personnel could materially and adversely affect the performance of its products, its ability to develop new products and the attractiveness of its services to potential and current customers which could reduce the Group's profitability and could have an adverse effect on the Group's business operations, financial condition and operating results.

Misuse of, or failure to properly control customers' personal or financial information could prove harmful to the Group and could adversely affect the Group's financial condition and operating results

The Group is subject to the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong (the "Personal Data Privacy Ordinance") which regulates "data users" such as finance companies that use databases of personal information for their businesses and protects the privacy of individuals in relation to personal data, as well as similar legislation in other jurisdictions where its businesses operate. The Group acquires a large amount of personal and financial information relating to its customers. In addition, certain third-party vendors provide services to the Group using personal and financial information of the Group's customers that the Group provides to them. In particular, as the Group relies on third party encryption and authentication technology to transmit confidential information over public networks, the security of such confidential information may become jeopardised.

Whilst the Group takes precautionary measures, including internal compliance procedures, to prevent and detect misuse or unauthorised or accidental disclosure of customers' personal information, these measures may not be effective in all cases, particularly in respect of third-party vendors. Improper use or disclosure of, or a failure to protect or properly control, such information could result in violations of the Personal Data (Privacy) Ordinance and other applicable laws, harming the Group's reputation and

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exposing the Group to a risk of being subject to fines which could adversely affect the Group's financial condition and operating results.

The Group's reputation, business operations, financial condition and operating results may be adversely affected if it fails to maintain its risk management and internal control systems or these systems are proved to be ineffective or inadequate and/or if there is any error, misjudgment and misconduct such as fraud by directors, officers, employees or other agents

Certain areas within the Group's risk management and internal control systems may require constant monitoring, maintenance and continual improvements by its senior management and staff. The Group may be subject to sanctions or penalties, its licence may be suspended or revoked and its businesses and prospects may be materially and adversely affected if its efforts to maintain these systems are proved to be ineffective or inadequate.

Deficiencies in the Group's risk management and internal control systems and procedures may adversely affect its ability to record, process, summarise and report financial and other data in an accurate and timely manner, as well as adversely impact its ability to identify any reporting errors and non-compliance with rules and regulations. Failure or inadequacy in addressing any risk management or internal control matters in a timely and effective manner may result in investigations and disciplinary actions against the Group or its employees and reputational damage, which in turn could lead to a loss in revenue and an adverse effect on the Group's financial condition and operating results.

In addition, misconduct by directors, officers, employees or other agents of the Group could result in regulatory violations and sanctions which could harm the Group's reputation and business, particularly since many of the Group's employees are involved in dealing directly with customers. The Group may not always be able to detect or prevent such misconduct in a timely manner, and this risk cannot be completely eliminated. Instances of employee misconduct could lead to fines or restrictions being imposed on the Group's business activities, which could adversely affect the Group's business operations, financial condition and operating results.

System and technological failures or ineffectiveness, failure of business continuity planning, corruption of databases and service disruption may occur and could result in additional administrative and remediation costs, loss of business and profits and/or cause reputational damage to the Group

The performance of the Group's businesses depends heavily on its ability to process a large number of transactions efficiently and accurately. The Group's ability to develop business intelligence systems, to monitor and manage collections, to maintain financial and operating controls, to monitor and manage its risk exposures across the Group, to keep accurate records, to provide high-quality customer service and to develop and sell profitable products and services in the future depends on the success of its business continuity planning, the uninterrupted and efficient operation of its information and communications systems (including its information technology system) and the successful development and implementation of new systems.

However, in common with information technology systems generally, losses can result from inadequate or failed internal control processes and protection systems, human error, fraud or external events that interrupt normal business operations. This may result in a loss of data, a failure to provide quality service to customers and could in limited instances cause incorrect trades to be executed. The Group's information technology, databases and other systems may be subject to damage or interruption from earthquakes, volcanic eruptions, typhoons, floods, fires, power loss, telecommunication failures and similar events as well as to damage from the introduction to its systems of incorrect programming language by its employees and contractors. These systems may also be subject to computer viruses, physical or electronic break-ins, sabotage, vandalism and similar misconduct. The same is true of third party service providers and software providers on which the Group depend.

If any of the above risks materialise, the interruption or failure of the Group's information technology and other systems could impair the Group's ability to provide its services effectively causing direct financial loss and may compromise the Group's strategic initiatives. In addition, it could damage the Group's reputation if customers believe its systems are unreliable which, in turn, could have an adverse effect on the Group's ability to collect loan repayments from customers and to attract new and

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retain existing customers. Technology failure or underperformance could also result in a higher number of customer and employee disputes and may increase the Group's litigation and regulatory exposure or require it to incur higher administrative costs (including remediation costs). Further, an irrecoverable loss of any customer database would be expensive and time-consuming to endeavour to retrieve or recreate. All of the above could affect the Group's profitability and could have an adverse effect on the Group's business operations, financial condition and operating results and may damage its reputation and brand.

The Group may not be able to fully detect money laundering and other illegal or improper activities completely or on a timely basis, which could expose the Group to additional liability and harm the Group's business or reputation.

The Group is required to comply with applicable anti-money laundering and anti-terrorism laws and regulations stipulated in the jurisdictions in which it operates. The Group also adopts and enforces "know-your-customer" policies and procedures in order to comply with such applicable regulations. Due to reasons such as the complexity and secrecy of money-laundering activities and other illegal or improper activities, such policies and procedures may not completely identify and eliminate such illegal or improper activities at the time when the Group may be used by other parties to engage in these activities. The Group's business and reputation could be negatively impacted if customers manipulate their transactions with the Group for money laundering or other illegal or improper purposes.

The risk of an unfavourable outcome to litigation against the Company could adversely affect the Group's business and reputation

The Group is exposed to litigation risk relating to the operations of its four core business segments on an ongoing basis. While the outcome of any pending or future litigation cannot be foreseen given the inherent unpredictability of litigation, it is possible that an adverse outcome in any one or more matters could have an adverse effect on the Group's business operations, financial condition and operating results. Please see "Description of the Group - Litigation" for further information on current litigation that the Group is involved in.

RISKS RELATING TO THE GROUP'S FINANCING BUSINESS

The financial performance of the Group is subject, in large part, to the performance of the Group's Consumer Finance Business which is vulnerable to concentration risk in Mainland China

Revenue under the Group's Consumer Finance business for the years ended 31 December 2018, 2019 and 2020 were HK$3,422.1 million, HK$3,504.7 million and HK$3,331.0 million, respectively, which constituted approximately 82 per cent. of the Group's total revenue for the year ended 31 December 2020, as compared with approximately 82 per cent. and approximately 83 per cent. for the years ended 31 December 2018 and 31 December 2019, respectively.

The slowing economic growth in Mainland China has resulted in UAF's business being confronted with significant challenges in a difficult credit environment. In response to the slowing economic growth and further potential downturns and volatility in Mainland China, UAF has since instituted a restructuring of its operations in Mainland China and has looked to revise its operational and credit strategies to reduce overall risk and to realign its cost structure to the current economic environment. In particular, small businesses, which had been an important growth driver of UAF's loan portfolio in Mainland China, have been adversely affected by the slowing economic growth which has in turn impacted loan credit quality and profitability of the Group's business. The Group's Consumer Finance business segment experienced reduced profitability in 2020 as interest income decreased by 5 per cent. compared to 2019. Although business picked up in second half of 2020, the overall increase in its loan portfolio was not sufficient to make up for losses incurred in the first half of 2020, particularly in the Mainland China business.

If the Group's Consumer Finance business fails to adapt and recover, the Group's financial condition and operating results may be adversely affected given the significant revenue contribution of the Consumer Finance business to the overall revenue of the Group.

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UAF's operations in Mainland China are subject to evolving regulatory requirements, the non-compliance with which could cause it to incur penalties, which could adversely affect the Group's financial condition and operating results

The finance industry in Mainland China is a regulated industry and relevant rules and regulations could change from time to time based on the development of the lending markets. New rules and regulations and changes in the interpretation or enforcement of currently existing rules and regulations may directly impact the business strategies and prospects of UAF. Currently, microfinance companies operate under the guidelines set by the CBIRC and the PBOC (further details can be found in the "Regulation in Mainland China" section), but are regulated by the provincial or municipal government and local financial authorities who may adopt their own rules, policies, interpretation and restrictions on various aspects of the businesses (such as interest rate, internet loan business, non-performing loans disposal, personal privacy protection, shareholding requirements, etc.) from time to time and non-compliance with the local implementing guidelines or policies may expose the Group to sanctions and penalties. Despite the efforts of UAF to comply with applicable regulations, there are a number of associated risks, particularly in areas where such applicable regulations, rules or policies may be unclear or where regulators subsequently revise their previous guidance. On occasion, UAF has failed to meet certain requirements and guideline interpretations set by the local authorities. For example, the Chongqing branch of UAF was investigated by the Chongqing Finance Office in 2019 for violations of implementing regulations issued by the Chongqing municipality and Contract Law of Mainland China as regards certain of its loan practises. On 3 February 2021, UAF's Shenyang Branch received a report issued by the Financial Services Bureau of Liaoning Province that mentioned UAF had failed to report the launch of its internet loan business to the Financial Services Bureau of Liaoning Province on time, which violated the "Interim Measures of Liaoning Province for Administration of Pilot Operation of Microfinance Companies". UAF's Shenyang Branch has taken remedial measures and submitted the required information to the Financial Services Bureau of Liaoning Province and halted additional internet loan provision. UAF has taken measures to remedy or rectify its loan practises in response to these investigations and orders.

UAF may not be able to meet all the applicable regulatory requirements, or comply with all the applicable regulations and guidelines, at all times. Failure to do so could result in sanctions, fines, penalties or other disciplinary actions, including, among other things, limitations or prohibitions on the future business activities of UAF which may limit the Group's ability to conduct pilot programmes and launch new businesses, this could harm its reputation and consequently materially and adversely affect its financial condition and operating results.

Increased debtor awareness and negative media coverage of the consumer finance industry could adversely affect the Group's business operations, financial condition and operating results

Consumer advocates have been lobbying for stronger rules and regulations on consumer loan businesses to promote consumer protection and awareness. In response, through various campaigns, pamphlets and TV commercials, the Group has been working together with other companies engaged in loan businesses to promote responsible borrowing among borrowers. Despite the Group's efforts to protect itself from risks associated with excessive credit and the adoption of tighter credit approval standards, increased debtor activism has resulted in the past, and may result in future, in negative media coverage or political lobbying efforts against the consumer finance industry. Negative media coverage may result in a loss of customers, potential dissatisfaction amongst the Group's staff or a general inclination against using the Group's services, and political lobbying efforts may result in increased regulations or legislation relating to the consumer finance industry, either of which is likely to lead to reduced profitability and may adversely affect its business operations, financial condition and operating results.

The Group may develop a significant exposure to the Hong Kong property market which has been subject to control measures of the Hong Kong government, such control measures could affect the Group's ability to grow Sun Hung Kai Credit's loan book, which will ultimately affect the Group's financial performance and operating results

Sun Hung Kai Credit was established by the Group in October 2015 to focus on the offering of first and second mortgage loan products to home owners and property investors in Hong Kong. As at

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31 December 2018, 2019 and 2020, the gross loan balance for the Mortgage Loans segment was HK$3,863.9 million, HK$3,648.6 million and HK$3,061.1 million, respectively. The Group hopes to continue to grow Sun Hung Kai Credit's loan book and as such, the Group and Sun Hung Kai Credit may develop a significant exposure to the Hong Kong property market due to its growing portfolio of first and second mortgage loans.

The Hong Kong property market is highly cyclical and property prices in general have been volatile. Property prices are affected by a number of factors, including, among other things, the supply of, and demand for, comparable properties, the rate of economic growth in Hong Kong, political and economic developments in Mainland China and the relationship between Mainland China, Hong Kong and other countries. Despite the introduction by the HKMA of measures for mortgage lending and the implementation by the Hong Kong government of cooling measures from time to time as means to address the increasing risk of a property price bubble, property prices in Hong Kong continue to follow an upward trend in recent years. The Group's business operations, financial condition or operating results may be adversely affected if measures introduced by the Hong Kong government or other factors have a negative effect on the property market as these could adversely affect the Group's ability to grow Sun Hung Kai Credit's loan book, which will ultimately affect the Group's financial performance and operating results.

A significant devaluation of prices in the Hong Kong property market could lead to impairment losses in the assets directly held, increased exposure to counterparty risk for loans guaranteed by real estate collateral, as well as increased delinquency among loan borrowers, adversely affecting the Group's non-performing loans, business, financial condition and financial performance.

RISKS RELATING TO THE GROUP'S INVESTMENT MANAGEMENT BUSINESS

The Group and its investment management business are subject to market conditions which could adversely affect the Group's financial condition and operating results

The market conditions in sectors in which the Group invests and other factors beyond the control of the Group can adversely affect the Group's Investment Management business, even though the Group has in place an investment committee comprised of the Group's Executive Chairman and the Group's Chief Financial Officer, among others, to consider and approve investment decisions.

Most of the Group's investments (including public equity, public debt and private equity) are valued at market prices and therefore are exposed to risks arising from fluctuations or downturns in the financial markets. The Group's investment portfolio may also be concentrated in certain sectors, such as consumer finance, technology, financial institutions, healthcare and real estate, and geographic regions thus exposing it to concentration risk if a particular sector or region is performing badly. There may be instances where a devaluation in the Group's assets may not be temporary and may require the recognition of significant impairment losses, which may have a material adverse impact on the Group's operating results and in the event of a downturn, the asset quality of the Group's portfolio may deteriorate materially.

A part of the Group's investment portfolio also consists of interests in unlisted companies, which may subject the Group to liquidity risk as the Group may not be able to sell or dispose of its interests readily and at the price as valued by the Group. Failure to dispose of these interests at the price of valuation, or at all, by the Group may in turn adversely impact the value of the Group's portfolio and result of operations.

Liabilities may be incurred in relation to investments and divestments which could have an adverse effect on the Group's financial condition and operating results

In connection with an investment in, or divestment of, an interest in a company, the Group may be exposed to certain claims or liabilities relating to the subject company (or its ownership interest therein), including without limitation tax or regulatory claims or liabilities. Any such claim or liability, if significant, could be a material expense for the Group and therefore may have an adverse effect on the Group's financial condition and operating results.

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RISKS RELATING TO THE GROUP'S FUNDS MANAGEMENT BUSINESS

The Funds Management business is a new business segment for the Group and it may not be successful

In the first quarter of 2021, the Group launched a licenced Funds Management platform, SHK Capital Partners. SHK Capital Partners is licenced to carry on Type 1 (Dealing in Securities) and Type 9 (Asset Management) regulated activities under the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO"). The Group intends for its Funds Management business to be a new driver for sustainable growth in revenue and assets under management. However, despite the Group having slowly built an ecosystem for its Funds Management business since mid-2019 by curating a bespoke network of alternative investment managers that the Group incubates, seeds, accelerates and supports, the Funds Management business may ultimately prove not to be successful and may not produce the returns that the Group expects. If the Funds Management business fails to be successful, the Group may not be able to recover its initial investment which could have an adverse effect on the Group's financial condition and operating results.

RISKS RELATING TO THE ISSUER

The Issuer is a special purpose vehicle with no business activities of its own and will be dependent on funds from the Company to make payments under the Notes

The Issuer was established by the Company specifically for the purpose of raising finance and the Company will use the net proceeds from the issue of each tranche of Notes under the Programme for the purposes specified in the applicable Pricing Supplement. The Issuer does not and will not have any business activities other than the issue of Notes under the Programme, and its ability to make payments under the Notes issued under the Programme will depend on its receipt of timely remittances from the Company and/or its subsidiaries.

RISKS RELATING TO HONG KONG AND MAINLAND CHINA

Any adverse change or volatility in the economic, legal, political and social conditions in Hong Kong could materially and adversely affect the Group's business operations, financial condition and operating results.

A substantial amount of the Group's assets are located in, and its revenues are derived from, activities in Hong Kong. Accordingly, the Issuer's financial condition and business prospects are subject, to a significant degree, to economic, political and legal developments in Hong Kong.

Hong Kong became a Special Administrative Region of the People's Republic of China on 1 July 1997 (the "Handover"). Although Hong Kong has thus far enjoyed a high degree of legislative and judicial autonomy since the Handover, there may be political or legal change as a consequence of the exercise of China's sovereignty over Hong Kong. If any such change occurs, it could adversely affect the Group's business operations, financial condition and operating results. Any future political or economic instability or a sustained slowdown in regional economic activities may adversely affect the Group's business operations, financial condition and operating results.

Due to close business relations between Hong Kong and Mainland China and neighbouring Asian countries, Hong Kong's economy is in turn affected, directly and indirectly, by the performance of the economies of these areas and countries. As a result, adverse economic developments in Hong Kong, Mainland China or elsewhere in the Asia region, in particular a sustained slowdown in economic activities and property markets, could have a material adverse effect on the Group's business operations, financial condition and operating results.

Mainland China's economic, political and social conditions, as well as government policies, could affect the Group's business operations, financial condition and operating results

For the year ended 31 December 2020, approximately 19 per cent. of the Group's revenue is derived from Mainland China, with the proportion expected to grow in the future. Accordingly, the Group's business operations, financial condition and operating results will, to an increasing degree, be subject to the economic, political and legal developments of Mainland China.

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The economy in Mainland China differs from the economies of most developed countries in many respects, including but not limited to its political structure, level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Its economy has been in transition from a planned economy to a market-oriented economy and for the past three decades the government in Mainland China has implemented economic reform measures emphasising utilisation of market forces. However, the government in Mainland China retains the power to implement macroeconomic policies affecting the economy and has previously implemented measures to slow down the pace of growth of the Mainland China economy, including raising interest rates and issuing administrative guidelines to control lending to certain industries. Additionally, the risk remains that the global economy may suffer a recession in the future and the government in Mainland China may have to readjust its macroeconomic control measures accordingly. If growth or demand for the Group's products slows down in Mainland China as a result of the implementation of government policy, this could adversely impact the Group's business operations, financial condition and operating results given the Group's exposure to Mainland China.

Any market volatility in the stock market in Mainland China may negatively affect consumer confidence in Mainland China and have an adverse impact on the wider economy in Mainland China and Hong Kong, which may materially and adversely affect the value of the Group's investments and businesses. In particular, risks and uncertainties remain given macro-economic factors such as the ongoing COVID-19 pandemic and escalating geopolitical tensions which could lead to further shocks to the economies and financial markets in Mainland China and Hong Kong. Market volatility, especially in Mainland China and Hong Kong capital markets, have also previously adversely affected, and could continue to adversely affect, the mark-to-market value of the financial assets held by the different business segments of the Group thus affecting the Group's business, financial position and operating results.

The Group may encounter difficulties in effectively implementing centralised management and supervision of its branches and subsidiaries in Hong Kong and Mainland China, inconsistent application of its policies throughout its operations, and may not be able to timely detect or prevent fraud or other misconduct by its employees or third parties

The Group might not always be able to effectively prevent or detect failures in management at the branch or subsidiary levels in a timely manner. In addition, due to limitations in information systems and differences between domestic and overseas regulatory policies, its efforts to prevent or detect such failures may not be implemented consistently and may not be sufficient to prevent all irregular transactions or incidents.

Efforts by local employees in both Hong Kong and Mainland China to implement these policies and strategic directions may not be successful or effective as a result of the differences between Mainland China and Hong Kong practises and potential irregularity and inconsistency of application of such measures. This may in turn result in an adverse impact on the Group's strategic direction and ultimately results of operations.

The legal system in Mainland China has inherent uncertainties that could limit the legal protections available to potential investors

The legal system in Mainland China is based on written statutes. Since the late 1970s, Mainland China has promulgated a number of laws and regulations dealing with economic matters such as the issuance and trade of securities, foreign investment, corporate organisation and governance, commerce, taxation and trade. However, as many of these laws and regulations are relatively new and continue to evolve, such laws and regulations may be subject to inconsistent interpretation and enforcement. Moreover, published court opinions are limited and these decisions are of limited precedential value because they are not binding on subsequent cases. Uncertainties relating to the interpretation and implementation of laws and regulations in Mainland China may adversely affect the legal protection and remedies that are available to the Group in its operations and to the Noteholders as investors. In addition, any bankruptcy proceeding relating to the Group would likely involve Mainland China bankruptcy laws, the procedural and substantive provisions of which may differ from comparable provisions of the local insolvency laws of jurisdictions with which the Noteholders are familiar.

It may be difficult to enforce any judgments obtained from non-Mainland Chinese courts against the Group in Mainland China

A substantial and growing share of the Group's assets are located within Mainland China. However, the enforcement of foreign judgments in Mainland China is still subject to a number of uncertainties.

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Mainland China is not a party to any treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the UK, most other Western countries or Japan, and, therefore, enforcement of foreign judgments in Mainland China may be difficult or impossible.

RISKS RELATING TO THE NOTES ISSUED UNDER THE PROGRAMME

The Notes may not be a suitable investment for all investors

Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

  1. have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Offering Circular, any applicable supplement to the Offering Circular or any Pricing Supplement;
  2. have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;
  3. have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency;
  4. understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and
  5. be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Some Notes may be complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to the purchaser's overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor's overall investment portfolio.

Additionally, the investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it,

  1. the Notes can be used as collateral for various types of borrowing, and (3) other restrictions apply to its purchase of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

Modification and waivers

The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Conditions of the Notes also provide that the Agents may, without the consent of Noteholders or Couponholders agree, to any other modification, and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Fiscal Agency Agreement dated 13 April 2021 as amended and/or supplemented from time to time that could not reasonably be expected to be prejudicial to the interests of the Noteholders.

A change in English law which governs the Notes may adversely affect Noteholders

The Conditions of the Notes are governed by English law in effect as at the date of issue of the relevant Notes. Any possible judicial decision or change to English law or administrative practise after the date of issue of the relevant Notes may adversely affect Noteholders.

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The Notes may be represented by Global Notes or Global Certificates and holders of a beneficial interest in a Global Note or a Global Certificate must rely on the procedures of the relevant Clearing System(s)

Notes issued under the Programme may be represented by one or more Global Notes or Global Certificates. Such Global Notes or Global Certificates will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg, or lodged with CMU (each of Euroclear, Clearstream, Luxembourg, and CMU, a "Clearing System"). Except in the circumstances described in the relevant Global Note or Global Certificate, investors will not be entitled to receive definitive Notes. The relevant Clearing System(s) will maintain records of the beneficial interests in the Global Notes and the Global Certificates. While the Notes are represented by one or more Global Notes or Global Certificates, investors will be able to trade their beneficial interests only through the Clearing Systems.

While the Notes are represented by one or more Global Notes or Global Certificates, the Issuer, or failing which, the Guarantor will discharge its payment obligations under the Notes by making payments to the relevant Clearing System for distribution to their account holders or in the case of the CMU, to the persons for whose account(s) interests in such Global Note or Global Certificate are credited as being held in the CMU in accordance with the CMU Rules as set out in the records of the CMU. A holder of a beneficial interest in a Global Note or Global Certificate must rely on the procedures of the relevant Clearing System(s) to receive payments under the relevant Notes. Neither the Issuer nor the Guarantor has any responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes or Global Certificates.

Holders of beneficial interests in the Global Notes and the Global Certificates will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant Clearing System(s) to appoint appropriate proxies.

Noteholders should be aware that Definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade

In relation to any issue of Notes which have a denomination consisting of a minimum Specified Denomination (as defined in the Terms and Conditions) plus a higher integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of such minimum Specified Denomination. In such a case a Noteholder who, as a result of trading such amounts, holds a principal amount of less than the minimum Specified Denomination will not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Specified Denominations. If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

RISKS RELATING TO THE STRUCTURE OF A PARTICULAR ISSUE OF NOTES

A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of certain such features:

Notes subject to optional redemption by the Issuer may have a lower market value than Notes that cannot be redeemed

Unless in the case of any particular Tranche of Notes the relevant Pricing Supplement specifies otherwise, in the event that the Issuer would be obliged to increase the amounts payable in respect of any Notes due to any withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the British Virgin Islands or Hong Kong or any political subdivision thereof or any authority therein or thereof having power to tax, the Issuer may redeem all outstanding Notes in accordance with the Conditions.

An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

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The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Dual Currency Notes have features which are different from single currency issues

The Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:

  1. the market price of such Notes may be volatile;
  2. they may receive no interest;
  3. payment of principal or interest may occur at a different time or in a different currency than expected; and
  4. the amount of principal payable at redemption may be less than the nominal amount of such Notes or even zero.

Failure by an investor to pay a subsequent instalment of partly-paid Notes may result in an investor losing all of its investment

The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalments could result in an investor losing all of its investment.

The market price of variable rate Notes with a multiplier or other leverage factor may be volatile

Notes with variable interest rates can be volatile securities. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include such features.

Inverse Floating Rate Notes are typically more volatile than conventional floating rate debt

Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as the London Interbank Offered Rate ("LIBOR") or Euro Interbank Offered Rate ("EURIBOR"). The market values of such Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Notes carrying an interest rate which may be converted from fixed to floating interest rates and vice versa, may have lower market values than other Notes

Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.

The regulation and reform of "benchmark" rates of interest and indices may adversely affect the value of Notes linked to or referencing such "benchmarks"

Interest rates and indices which are deemed to be or used as "benchmarks", are the subject of recent international regulatory guidance and proposals for reform. Some of these reforms are already

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effective whilst others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past or to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Note linked to or referencing such a benchmark.

More broadly, any of the international reforms or the general increased regulatory scrutiny of benchmarks, could increase the costs and risks of administering or otherwise participating in the setting of a benchmark and complying with any such regulations or requirements. For example, the sustainability of the LIBOR has been questioned as a result of the absence of relevant active underlying markets and possible disincentives (including as a result of regulatory reforms) for market participants to continue contributing to such benchmarks. On 27 July 2017, the UK Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021 (the "FCA Announcement"). The FCA Announcement indicated that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. On 5 March 2021, the UK Financial Conduct Authority announced that: (i) the publication of 24 LIBOR settings (as detailed in the FCA announcement) will cease immediately after 31 December 2021; (ii) the publication of the overnight and 12-month U.S. dollar LIBOR settings will cease immediately after 30 June 2023; (iii) immediately after 31 December 2021, the 1-month,3-month and 6-month sterling LIBOR settings will no longer be representative of the underlying market and economic reality that they are intended to measure and representativeness will not be restored (and the UK Financial Conduct Authority will consult on requiring the InterContinental Exchange Benchmark Administration (the "IBA") to continue to publish these settings on a synthetic basis, which will no longer be representative of the underlying market and economic reality they are intended to measure, for a further period after 31 December 2021); and (iv) immediately after 30 June 2023, the 1-month,3-month and 6-month U.S. dollar LIBOR settings will no longer be representative of the underlying market and economic reality that they are intended to measure and representativeness will not be restored (and the UK Financial Conduct Authority will consider the case for using its proposed powers to require the IBA to continue publishing these settings on a synthetic basis, which will no longer be representative of the underlying market and economic reality they are intended to measure, for a further period after 30 June 2023).

The potential elimination of the LIBOR benchmark or any other benchmark, or changes in the manner of administration of any benchmark, could require an adjustment to the terms and conditions, or result in other consequences, in respect of any Notes linked to such benchmark. Such factors may have the following effects on certain benchmarks: (i) discourage market participants from continuing to administer or contribute to the benchmark; (ii) trigger changes in the rules or methodologies used in the benchmark or (iii) lead to the disappearance of the "benchmark". Any of the above changes or any other consequential changes as a result of international reforms or other initiatives or investigations, could have a material adverse effect on the value of and return on any Notes linked to or referencing a benchmark.

Where Screen Rate Determination is specified as the manner in which the Rate of Interest in respect of Floating Rate Notes is to be determined, the Conditions of the Notes provide that the Rate of Interest shall be determined by reference to the Relevant Screen Page (or its successor or replacement). In circumstances where such Original Reference Rate is discontinued, neither the Relevant Screen Page, nor any successor or replacement may be available.

Where the Relevant Screen Page is not available, and no successor or replacement for the Relevant Screen Page is available, the Conditions of the Notes provide for the Rate of Interest to be determined by the Calculation Agent by reference to quotations from banks communicated to the Calculation Agent.

Where such quotations are not available (as may be the case if the relevant banks are not submitting rates for the determination of such Original Reference Rate), the Rate of Interest may ultimately revert to the Rate of Interest applicable as at the last preceding Interest Determination Date before the Original Reference Rate was discontinued. Uncertainty as to the continuation of the Original Reference Rate, the availability of quotes from reference banks, and the rate that would be applicable if the Original Reference Rate is discontinued may adversely affect the value of, and return on, the Floating Rate Notes.

Benchmark Events include (amongst other events) permanent discontinuation of an Original Reference Rate. If a Benchmark Event occurs, the Issuer shall use its reasonable endeavours to appoint an

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Independent Adviser. The Independent Adviser shall endeavour to determine a Successor Rate or Alternative Rate to be used in place of the Original Reference Rate, despite the continued availability of the Original Reference Rate. The use of any such Successor Rate or Alternative Rate to determine the Rate of Interest is likely to result in Notes linked to or referencing the Original Reference Rate performing differently (which may include payment of a lower Rate of Interest) than they would do if the Original Reference Rate were to continue to be referenced. In addition, the market (if any) for Notes linked to any such Successor Rate or Alternative Rate may be less liquid than the market for Notes linked to the Original Reference Rate.

Furthermore, if a Successor Rate or Alternative Rate for the Original Reference Rate is determined by the Independent Adviser, the Conditions provide that the Issuer may vary the Conditions, as necessary to ensure the proper operation of such Successor Rate or Alternative Rate, without any requirement for consent or approval of the Noteholders.

If a Successor Rate or Alternative Rate is determined by the Independent Adviser, the Conditions also provide that an Adjustment Spread will be determined by the Independent Adviser and applied to such Successor Rate or Alternative Rate.

The Adjustment Spread is (i) the spread, formula or methodology which is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body (which may include a relevant central bank, supervisory authority or group of central banks/supervisory authorities); (ii) if no such recommendation has been made, or in the case of an Alternative Rate, the spread, formula or methodology which the Independent Adviser determines is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or (iii) if the Independent Adviser determines that no such spread is customarily applied, the spread, formula or methodology which the Independent Adviser determines and which is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate, as the case may be.

Accordingly, the application of an Adjustment Spread may result in the Notes performing differently (which may include payment of a lower Rate of Interest) than they would do if the Original Reference Rate were to continue to apply in its current form.

The Issuer may be unable to appoint an Independent Adviser or the Independent Adviser may not be able to determine a Successor Rate or Alternative Rate in accordance with the terms and conditions of the Notes.

Where the Issuer is unable to appoint an Independent Adviser in a timely manner, or the Independent Adviser is unable, to determine a Successor Rate or Alternative Rate before the next Interest Determination Date, the Rate of Interest for the next succeeding Interest Period will be the Rate of Interest applicable as at the last preceding Interest Determination Date before the occurrence of the Benchmark Event, or, where the Benchmark Event occurs before the first Interest Determination Date, the Rate of Interest will be the initial Rate of Interest.

Where the Issuer has been unable to appoint an Independent Adviser or, the Independent Adviser has failed, to determine a Successor Rate or Alternative Rate in respect of any given Interest Period, it will continue to attempt to appoint an Independent Adviser in a timely manner before the next succeeding Interest Determination Date and/or to determine a Successor Rate or Alternative Rate to apply the next succeeding and any subsequent Interest Periods, as necessary.

Applying the initial Rate of Interest, or the Rate of Interest applicable as at the last preceding Interest Determination Date before the occurrence of the Benchmark Event is likely to result in Notes linked to or referencing the relevant benchmark performing differently (which may include payment of a lower Rate of Interest) than they would do if the relevant benchmark were to continue to apply, or if a Successor Rate or Alternative Rate could be determined.

If the Issuer is unable to appoint an Independent Adviser or, the Independent Adviser fails to determine a Successor Rate or Alternative Rate for the life of the relevant Notes, the initial Rate of Interest, or the

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Rate of Interest applicable as at the last preceding Interest Determination Date before the occurrence of the Benchmark Event, will continue to apply to maturity. This will result in the Floating Rate Notes, in effect, becoming fixed rate Notes.

Where ISDA Determination is specified as the manner in which the Rate of Interest in respect of floating rate Notes is to be determined, the Conditions provide that the Rate of Interest in respect of the Notes shall be determined by reference to the relevant Floating Rate Option in the 2006 ISDA Definitions. Where the Floating Rate Option specified is an "IBOR" Floating Rate Option, the Rate of Interest may be determined by reference to the relevant screen rate or the rate determined on the basis of quotations from certain banks. If the relevant IBOR is permanently discontinued and the relevant screen rate or quotations from banks (as applicable) are not available, the operation of these provisions may lead to uncertainty as to the Rate of Interest that would be applicable, and may, adversely affect the value of, and return on, the floating rate Notes.

Investors should consult their own independent advisers and make their own assessment about the potential risks imposed by any international reforms in making any investment decision with respect to any Notes linked to or referencing a benchmark.

The market continues to develop in relation to risk-free rates (including SOFR) as reference rates for floating rate Notes.

Nascent risk-free rates and market

Investors should be aware that the market continues to develop in relation to risk-free rates, such as the Secured Overnight Financing Rates ("SOFR"), as reference rates in the capital markets for U.S. dollar bonds, as applicable, and their adoption as alternatives to the relevant interbank offered rates.

SOFR are newly established risk-free rates. For example, the Federal Reserve began to publish SOFR in April 2018 and although the New York Federal Reserve has been publishing historical indicative SOFR since 2014, such historical indicative data inherently involves assumptions, estimates and approximations. Therefore, such risk-free rates have a limited performance history and it is impossible to predict the future performance of such risk-free rates. As a consequence no future performance of the relevant risk-free rate or Notes referencing such risk-free rate may be inferred from any of the hypothetical or actual historical performance data. In addition, investors should be aware that risk-free rates may behave materially differently from interbank offered rates as interest reference rates. For example, since the publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmarks or other market rates.

Calculation of Interest

Interest is calculated on the basis of the compounded risk-free rate (e.g. compounded SOFR), which is calculated using the relevant specific formula set out in the Terms and Conditions of the Notes, not the risk-free rate published on or in respect of a particular date during such Observation Period. For this and other reasons, the interest rate on the notes during any Observation Period will not be the same as the interest rate on other investments linked to the risk-free rate that use an alternative basis to determine the applicable interest rate.

In addition, market conventions for calculating the interest rate for bonds referencing risk-free rates continue to develop and market participants and relevant working groups are exploring alternative reference rates based on risk-free rates. For example, on 2 March 2020, the Federal Reserve Bank of New York, as administrator of SOFR, began publishing the SOFR Compounded Index. Accordingly, the specific formula for calculating the rate used in the Notes issued under this Offering Circular may not be widely adopted by other market participants, if at all. The Issuer may in the future also issue Notes referencing risk-free rates that differ materially in terms of interest determination when compared with any previous Notes referencing risk-free rate rates issued by it. If the market adopts a different calculation method, that could adversely affect the market value of Notes issued pursuant to this Offering Circular.

Interest on Notes which reference a risk-free rate is only capable of being determined immediately prior to the relevant Interest Payment Date. It may be difficult for investors in Notes which reference risk-free rates to reliably estimate the amount of interest which will be payable on such Notes. Further, if the

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Notes become due and payable under Condition 10, or are otherwise redeemed early on a date which is not an Interest Payment Date, the Rate of Interest payable shall be determined on the date the Notes became due and payable and shall not be reset thereafter.

Each risk-free rate is published and calculated by third parties based on data received from other sources and the Issuer has no control over their respective determinations, calculations or publications. There can be no guarantee that the relevant risk-free rate (or the SOFR Compounded Index) will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in Notes linked to or which reference a such risk-free rate (or that any applicable benchmark fallback provisions provided for in the Terms and Conditions of the Notes will provide a rate which is economically equivalent for Holders). The Federal Reserve has no obligation to consider the interests of Holders in calculating, adjusting, converting, revising or discontinuing the relevant risk-free rate (or the SOFR Compounded Index). If the manner in which the relevant risk-free rate is calculated is changed, that change may result in a reduction of the amount of interest payable on such Notes and the trading prices of such Notes.

Market Adoption

The market or a significant part thereof may adopt an application of risk-free rates that differs significantly from that set out in the Terms and Conditions of the Notes and used in relation to Notes that reference a risk-free rate issued under this Offering Circular. Investors should carefully consider how any mismatch between the adoption of such reference rates in the bond, loan and derivatives markets may impact any hedging or other financial arrangements which they may put in place in connection with any acquisition, holding or disposal of any Notes.

The market prices of Notes issued at a substantial discount or premium tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities

The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Investors may lose part or all of their investment in any Index-Linked Notes issued

If, in the case of a particular Tranche of Notes, the relevant Pricing Supplement specifies that the Notes are Index-Linked Notes or variable redemption amount Notes, there is a risk that the investor may lose the value of its entire investment or part of it.

RISKS RELATING TO THE MARKET GENERALLY

Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

Notes issued under the Programme have no current active trading market and may trade at a discount to their initial offering price and/or with limited liquidity

Notes issued under the Programme will be new securities which may not be widely distributed and for which there is currently no active trading market (unless in the case of any particular Tranche, such Tranche is to be consolidated with and form a single series with a Tranche of Notes which is already issued). Moreover, one or more initial investors in the Notes may purchase a significant portion of the aggregate principal amount of the Notes pursuant to the offering. The existence of any such significant Noteholder(s) may reduce the liquidity of the Notes in the secondary trading market. If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer. If the Notes are trading at a discount, investors may not be able to receive a favourable price for their Notes, and in some circumstances investors may not be able to sell their Notes at all or at their fair market value. Although an application has been made for the Notes issued under the Programme to be admitted to listing on the Hong Kong Stock Exchange, such application may not be accepted, that any particular Tranche of Notes will be so admitted or that an active trading market will develop. In addition, the market for investment grade and crossover grade debt has been subject to disruptions that have caused volatility in prices of securities similar to the

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Notes issued under the Programme. Accordingly, there is no assurance as to the development or liquidity of any trading market, or that disruptions will not occur, for any particular Tranche of Notes.

Exchange rate risks and exchange controls may result in investors receiving less interest or principal than expected

The Issuer will pay principal and interest on the Notes in the currency specified in the relevant Pricing Supplement (the "Specified Currency"). This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency equivalent yield on the Notes, (2) the Investor's Currency equivalent value of the principal payable on the Notes and

(3) the Investor's Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Changes in market interest rates may adversely affect the value of Fixed Rate Notes

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of Fixed Rate Notes.

The credit ratings assigned to the Notes may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to an issue of Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

RISKS RELATING TO RENMINBI-DENOMINATED NOTES

Notes denominated in Renminbi ("Renminbi Notes") may be issued under the Programme. Renminbi Notes contain particular risks for potential investors.

Renminbi is not freely convertible. There are significant restrictions on remittance of Renminbi into and outside Mainland China which may adversely affect the liquidity of RMB Notes

Renminbi is not freely convertible at present. The Mainland China Government continues to regulate conversion between Renminbi and foreign currencies, including the Hong Kong dollar, despite significant reduction in control by it in recent years over trade transactions involving import and export of goods and services as well as other frequent routine foreign exchange transactions. These transactions are known as current account items.

Remittance of Renminbi by foreign investors into Mainland China for the purposes of capital account items, such as capital contributions, is generally only permitted upon obtaining specific approvals from, or completing specific registrations or filings with the relevant authorities and is subject to a strict monitoring system. Regulations in Mainland China on the remittance of Renminbi into Mainland China for settlement of capital account items are developing gradually.

In respect of Renminbi foreign direct investments ("FDI"), the PBOC promulgated the Administrative Measures on Renminbi Settlement of Foreign Direct Investment (the "PBOC FDI Measures") on 13 October 2011 as part of the PBOC's detailed Renminbi FDI accounts administration system. The system covers almost all aspects in relation to RMB FDI, including capital injections, payments for the acquisition of Mainland China domestic enterprises, repatriation of dividends and other distributions, as well as Renminbi denominated cross-border loans. On 14 June 2012, the PBOC issued a circular setting out the operational guidelines for FDI. Under the PBOC FDI Measures, special approval for FDI

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and shareholder loans from the PBOC, which was previously required, is no longer necessary. In some cases however, post-event filing with the PBOC is still necessary. On 5 June 2015, the PBOC further issued the amendment rules for the PBOC FDI Measures as well as its implementing rules, under which the registered capital verification requirement and the precondition of full contribution of the registered capital in respect of the borrowing of foreign debt denominated in Renminbi are cancelled. On 31 December 2020, the PBOC, the National Development and Reform Commission, the Ministry of Commerce of the People's Republic of China ("MOFCOM"), the State-owned Assets Supervision and Administration Commission of the State Council, the CBIRC, and the State Administration of Foreign Exchange jointly issued a circular updating some provisions in the PBOC FDI Measures to further optimise the cross-border RMB policy and to support the stabilisation of foreign trade and foreign investment.

On 3 December 2013, MOFCOM promulgated the Circular on Issues in relation to Cross-borderRenminbi Foreign Direct Investment (the "MOFCOM Circular"), which became effective on 1 January 2014, to further facilitate FDI by simplifying and streamlining the applicable regulatory framework. Pursuant to the MOFCOM Circular, the appropriate office of MOFCOM and/or its local counterparts will grant written approval for each FDI and specify "Renminbi Foreign Direct Investment" and the amount of capital contribution in the approval. Unlike previous MOFCOM regulations on FDI, the MOFCOM Circular removes the approval requirement for foreign investors who intend to change the currency of its existing capital contribution from a foreign currency to Renminbi. In addition, the MOFCOM Circular also clearly prohibits the FDI funds from being used for any investment in securities and financial derivatives (except for investment in Mainland China listed companies as strategic investors) or for entrustment loans in Mainland China. On 30 December 2019, MOFCOM and the State Administration for Market Regulation issued the Measures for Reporting of Information on Foreign Investment to regulate that foreign investors or foreign-invested enterprises shall submit their investment information to the competent commerce authorities where foreign investors make investments in Mainland China directly or indirectly. As such, the aforesaid written approval requirement regarding "Renminbi Foreign Direct Investment" set forth in the MOFCOM Circular has been replaced with a simplified information reporting requirement.

The PBOC FDI Measures, the MOFCOM Circular and other Mainland China laws, regulations and policies in relation to the general administration of Renminbi will be subject to interpretation and application by the relevant authorities in Mainland China.

The Mainland China Government may not continue to gradually liberalise control over cross-border remittance of Renminbi in the future, and any schemes for Renminbi cross-border utilisation may be discontinued or new regulations in Mainland China may be promulgated in the future which have the effect of restricting or eliminating the remittance of Renminbi into or outside Mainland China. In the event that any regulatory restrictions inhibit the ability of the Issuer or the Guarantor to repatriate funds outside Mainland China to meet its obligations under Notes denominated in Renminbi, the Issuer or the Guarantor will need to source Renminbi offshore to finance such obligations under the relevant Notes denominated in Renminbi, and its ability to do so will be subject to the overall availability of Renminbi outside Mainland China.

There is only limited availability of Renminbi outside Mainland China, which may affect the liquidity of the RMB Notes and the ability of the Issuer and the Guarantor to source Renminbi outside Mainland China to service the RMB Notes

As a result of the restrictions by the Mainland China Government on cross-border Renminbi fund flows, the availability of Renminbi outside of Mainland China is limited. Since February 2004, in accordance with arrangements between the Mainland China central government and the Hong Kong government, licenced banks in Hong Kong may offer limited Renminbi-denominated banking services to Hong Kong residents and specified business customers. The PBOC has also established a Renminbi clearing and settlement system for participating banks in Hong Kong. On July 2010, further amendments were made to the Settlement Agreement on the Clearing of RMB Business (the "Settlement Agreement") between the PBOC and the Bank of China (Hong Kong) Limited (the "RMB Clearing Bank") to further expand the scope of Renminbi business for participating banks in Hong Kong. Pursuant to the revised arrangements, all corporations are allowed to open Renminbi accounts in Hong Kong; there is no longer any limit on the ability of corporations to convert Renminbi; and there will no longer be any restriction on the transfer of Renminbi funds between different accounts in Hong Kong. In addition, the

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PBOC has now established Renminbi clearing and settlement systems with financial institutions in other major global financial centres (each also a "RMB Clearing Bank"), including London, Frankfurt and Singapore to further internationalise the Renminbi.

There are restrictions imposed by the PBOC on Renminbi business participating banks in respect of cross-border Renminbi settlement, such as those relating to direct transactions with Mainland China enterprises. Furthermore, Renminbi business participating banks do not have direct Renminbi liquidity support from the PBOC. The Renminbi Clearing Banks only have access to onshore liquidity support from the PBOC for the purpose of squaring open positions of participating banks for limited types of transactions and are not obliged to square for participating banks any open positions resulting from other foreign exchange transactions or conversion services. In such cases, the participating banks will need to source Renminbi from outside Mainland China to square such open positions.

Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth is subject to many constraints as a result of Mainland China laws and regulations on foreign exchange. New Mainland China regulations may be promulgated and settlement arrangements may be terminated or amended in the future which will have the effect of restricting availability of Renminbi outside Mainland China. The limited availability of Renminbi outside Mainland China may affect the liquidity of the RMB Notes. To the extent the Issuer or the Guarantor is required to source Renminbi in the offshore market to service its RMB Notes, either the Issuer or the Guarantor may not be able to source such Renminbi on satisfactory terms, if at all.

Investment in the RMB Notes is subject to exchange rate risks

The value of the Renminbi against the U.S. dollar and other foreign currencies fluctuates and is affected by changes in Mainland China, by international political and economic conditions and by many other factors. All payments of interest and principal will be made with respect to the RMB Notes in Renminbi. As a result, the value of these Renminbi payments in U.S. dollars or other foreign currencies may vary with the prevailing exchange rates in the marketplace. If the value of Renminbi depreciates the U.S. dollar or other foreign currencies, the value of investment in U.S. dollars or other applicable foreign currencies will decline. In August 2015, the PBOC changed the way it calculates the mid-point price of Renminbi against the U.S. dollar, requiring the market-makers who submit for the PBOC's reference rates to consider the previous day's closing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. This change, and other changes such as widening the trading band that may be implemented, may increase volatility in the value of the Renminbi against foreign currencies. In May 2017, the PBOC further decided to introduce counter-cyclical factors to offset the market pro-cyclicality, so that the midpoint quotes could adequately reflect China's actual economic performance. However, the volatility in the value of the Renminbi against other currencies still exists.

Payments in respect of the RMB Notes will only be made to investors in the manner specified in such RMB Notes

All payments to investors in respect of the RMB Notes will be made solely by (i) when the RMB Notes are represented by a global certificate, transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing CMU rules and procedures, or (ii) when the RMB Notes are in definitive form, transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and regulations. Neither the Issuer nor the Guarantor can be required to make payment by any other means (including in any other currency or in bank notes, by cheque or draught or by transfer to a bank account in Mainland China).

There may be Mainland China tax consequences with respect to investment in the RMB Notes

In considering whether to invest in the RMB Notes, investors should consult their individual tax advisers with regard to the application of Mainland China tax laws to their particular situations as well as any tax consequences arising under the laws of any other tax jurisdictions. The value of the holder's investment in the RMB Notes may be materially and adversely affected if the holder is required to pay Mainland China tax with respect to acquiring, holding or disposing of and receiving payments under those RMB Notes.

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USE OF PROCEEDS

The net proceeds from each issue of Notes will be used by the Issuer for the purposes as specified in the applicable Pricing Supplement.

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CLEARANCE AND SETTLEMENT

Bearer Notes

The Issuer may make applications to Euroclear and Clearstream, Luxembourg for acceptance in their respective book-entry systems in respect of any Series of Bearer Notes. The Issuer may also apply to have Bearer Notes accepted for clearance through the CMU. In respect of Bearer Notes, a temporary Global Note and/or a permanent Global Note will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg or a sub-custodian for the CMU. Transfers of interests in a temporary Global Note or a permanent Global Note will be made in accordance with the normal market debt securities operating procedures of the CMU, Euroclear and Clearstream, Luxembourg. Each Global Note will have an International Securities Identification Number ("ISIN") and a Common Code or a CMU Instrument Number, as the case may be. Investors in Notes of such Series may hold their interests in a Global Note through Euroclear or Clearstream, Luxembourg or the CMU, as the case may be.

Registered Notes

The Issuer may make applications to Euroclear and Clearstream, Luxembourg for acceptance in their respective book-entry systems in respect of the Notes to be represented by a Global Certificate. The Issuer may also apply to have Registered Notes represented by a Global Certificate accepted for clearance through the CMU. Each Global Certificate will have an ISIN and a Common Code or a CMU Instrument Number. Investors in Notes of such Series may hold their interests in a Global Certificate only through Euroclear or Clearstream, Luxembourg or the CMU, as the case may be.

Individual Certificates

Registration of title to Registered Notes in a name other than a depositary or its nominee for Euroclear and Clearstream, Luxembourg or the CMU will be permitted only in the circumstances set forth in "Summary of Provisions Relating to the Notes while in Global Form - Exchange". In such circumstances, the Issuer will cause sufficient individual Certificates to be executed and delivered to the Registrar for completion, authentication and despatch to the relevant Noteholder(s). A person having an interest in a Global Certificate must provide the Registrar with a written order containing instructions and such other information as the Issuer and the Registrar may require to complete, execute and deliver such individual Certificates.

Clearance and Settlement

The information set out below is subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream, Luxembourg, the CMU (together, the "Clearing Systems") currently in effect. The information in this section concerning the Clearing Systems has been obtained from sources that the Guarantor and the Issuer believe to be reliable, but neither the Issuer nor the Guarantor nor any Arranger nor any Agent nor any Dealer takes any responsibility for the accuracy thereof. Investors wishing to use the facilities of any of the Clearing Systems are advised to confirm the continued applicability of the rules, regulations and procedures of the relevant Clearing System. Neither the Issuer nor any other party to the Fiscal Agency Agreement will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Notes held through the facilities of any Clearing System or for maintaining, supervising or reviewing any records relating to, or payments made on account of, such beneficial ownership interests.

The Clearing Systems

The relevant Pricing Supplement will specify the Clearing System(s) applicable for each Series.

Euroclear and Clearstream, Luxembourg

Euroclear and Clearstream, Luxembourg each holds securities for participating organisations and facilitates the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream,

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Luxembourg provide to their respective participants, among other things, services for safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to Euroclear or Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a Euroclear or Clearstream, Luxembourg participant, either directly or indirectly.

Distributions of principal and interest with respect to book-entry interests in the Notes held through Euroclear or Clearstream, Luxembourg will be credited, to the extent received by any Paying Agent, to the cash accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant Clearing System's rules and procedures.

CMU

The CMU is a central depositary service provided by the Central Moneymarkets Unit of the Hong Kong Monetary Authority (the "HKMA") for the safe custody and electronic trading between the members of this service ("CMU Members") of Exchange Fund Bills and Notes Clearing and Settlement Service securities and capital markets instruments ("CMU Notes") which are specified in the CMU Reference Manual as capable of being held within the CMU.

The CMU is only available to CMU Notes issued by a CMU Member or by a person for whom a CMU Member acts as agent for the purposes of lodging instruments issued by such persons. Membership of the CMU is open to all financial institutions regulated by the HKMA, Securities and Futures Commission, Insurance Authority or Mandatory Provident Fund Schemes Authority. For further details on the full range of the CMU's custodial services, please refer to the CMU Reference Manual.

The CMU has an income distribution service which is a service offered by the CMU to facilitate the distribution of interest, coupon or redemption proceeds (collectively, the "income proceeds") by CMU Members who are paying agents to the legal title holders of CMU Instruments via the CMU system. Furthermore, the CMU has a corporate action platform which allows an issuer (or its agent) to make an announcement/notification of a corporate action and noteholders to submit the relevant certification. For further details, please refer to the CMU Reference Manual.

An investor holding an interest through an account with either Euroclear or Clearstream, Luxembourg in any Notes held in the CMU will hold that interest through the respective accounts which Euroclear and Clearstream, Luxembourg each have with the CMU.

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TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) or Global Certificate representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Pricing Supplement. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to "Notes" are to the Notes of one Series only, not to all Notes that may be issued under the Programme.

The Notes are issued pursuant to an amended and restated fiscal agency agreement (as amended or supplemented as at the Issue Date, the "Fiscal Agency Agreement") dated 13 April 2021 between the Issuer, the Guarantor, Citicorp International Limited as fiscal agent, Citicorp International Limited as lodging agent for Notes to be held in the Central Moneymarkets Unit Service operated by the Hong Kong Monetary Authority (the "CMU") and the other agents named in it and with the benefit of a Deed of Covenant (as amended or supplemented as at the Issue Date, the "Deed of Covenant") dated 13 June 2012 executed by the Issuer and the Guarantor in relation to the Notes and a Deed of Guarantee (as amended or supplemented as at the Issue Date, the "Deed of Guarantee") dated 13 June 2012 executed by the Guarantor in relation to the Notes. The fiscal agent, the CMU lodging and paying agent, the paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the "Fiscal Agent", the "CMU Lodging and Paying Agent", the "Paying Agents" (which expression shall include the Fiscal Agent and the CMU Lodging and Paying Agent), the "Registrar", the "Transfer Agents" and the "Calculation Agent(s)". For the purposes of these terms and conditions, all references to the Fiscal Agent shall, with respect to a Series of Notes to be held in the CMU, be deemed to be a reference to the CMU Lodging and Paying Agent and all such references shall be construed accordingly. The Noteholders (as defined below), the holders of the interest coupons (the "Coupons") relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the "Talons") (the "Couponholders") and the holders of the receipts for the payment of instalments of principal (the "Receipts") relating to Notes in bearer form of which the principal is payable in instalments are deemed to have notice of all of the provisions of the Fiscal Agency Agreement applicable to them.

As used in these terms and conditions (the "Conditions"), "Tranche" means Notes which are identical in all respects.

Copies of the Fiscal Agency Agreement, the Deed of Covenant and the Deed of Guarantee are available for inspection at the specified offices of each of the Paying Agents, the Registrar and the Transfer Agents.

  • Form, Denomination and Title
    The Notes are issued in bearer form ("Bearer Notes") or in registered form ("Registered Notes") in each case in the Specified Denomination(s) shown hereon.
    This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or a Partly Paid Note, a combination of any of the foregoing or any other kind of Note, depending upon the Interest and Redemption/Payment Basis shown hereon.
    Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Instalment Notes are issued with one or more Receipts attached.
    Registered Notes are represented by registered certificates ("Certificates") and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.
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Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar outside of the United Kingdom and Hong Kong in accordance with the provisions of the Fiscal Agency Agreement (the "Register"). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder.

In these Conditions, "Noteholder" means the bearer of any Bearer Note and the Receipts relating to it or the person in whose name a Registered Note is registered (as the case may be), "holder" (in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them hereon, the absence of any such meaning indicating that such term is not applicable to the Notes.

  • No Exchange of Notes and Transfers of Registered Notes
    1. No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes.
    2. Transfer of Registered Notes: One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Fiscal Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Noteholders. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request.
    3. Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of an Issuer's or Noteholders' option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.
    4. Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2
      1. or (c) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 6(e)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Agent (as defined in the Fiscal Agency Agreement) the costs of such other method of delivery and/or such
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insurance as it may specify. In this Condition 2(d), "business day" means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be).

  1. Transfer Free of Charge: Transfers of Notes and Certificates on registration, transfer, partial redemption or exercise of an option shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require).
  2. Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of, or payment of any Instalment Amount in respect of, that Note, (ii) during the period of 15 days before any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 6(d), (iii) after any such Note has been called for redemption or (iv) during the period of seven days ending on (and including) any Record Date.
  • Guarantee and Status
    1. Guarantee: The Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Notes, the Receipts and the Coupons. Its obligations in that respect (the "Guarantee") are contained in the Deed of Guarantee.
    2. Status of Notes and Guarantee: The Notes and the Receipts and Coupons relating to them constitute (subject to Condition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves and with all other present and future unsecured obligations of the Guarantor. The payment obligations of the Issuer under the Notes and the Receipts and the Coupons relating to them and of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer and the Guarantor respectively, present and future.
  • Negative Pledge
    1. So long as any Note or Coupon remains outstanding (as defined in the Fiscal Agency Agreement) neither the Issuer nor the Guarantor will, and will ensure that none of its Principal Subsidiaries (as defined in Condition 10) will create, or have outstanding any mortgage, charge, lien, pledge or other security interest ("Security Interest"), upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness or to secure any guarantee or indemnity in respect of any Relevant Indebtedness without at the same time or prior thereto according to the Notes and the Coupons the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as shall be approved by an Extraordinary Resolution (as defined in the Fiscal Agency Agreement) of the Noteholders.
    2. Condition 4 (a) does not apply to:
      1. any Security Interest of United Asia Finance Limited ("UAF") or any of its Subsidiaries existing on the date on which the Notes are originally issued and heretofore disclosed to the Fiscal Agent in writing (under a certificate signed by an authorised officer of the Guarantor) and securing Relevant Indebtedness outstanding as of the date hereof or such Relevant Indebtedness as extended (in respect of the maturity thereof), renewed or replaced, from time to time, provided that the principal amount of such Relevant Indebtedness is not increased in connection with such extension, renewal or replacement;
      2. any Security Interest on properties or assets of UAF or any of its Subsidiaries acquired after the date on which the Notes are originally issued, which security interests have been in existence prior to such acquisition or which are created at the time of purchase solely to secure the purchase price of such properties or assets (other than in relation to Condition 4(b)(iii) below); and
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  1. any Security Interest (including extensions and renewals thereof) upon land or real property of UAF or any of its Subsidiaries; provided that (1) such Security Interest is created solely for the purpose of securing Relevant Indebtedness Incurred for the purpose of acquiring or purchasing land or real property; (2) the aggregate principal amount of the Relevant Indebtedness secured by such Security Interest does not exceed 100 per cent. of the cost of the land or real property so acquired or purchased; and (3) the Debt Servicing Costs of such Relevant Indebtedness secured by such Security Interest, when aggregated with the Debt Servicing Costs of the UAF Relevant Indebtedness secured by such other Security Interests, for any Relevant Period does not exceed 10 per cent. of the EBIT for the Relevant Period. EBIT will be calculated and interpreted on a consolidated basis in respect of UAF in accordance with HKFRS or other internationally recognised reporting standards as may be applicable to UAF from time to time applicable to the relevant Financial Statements and shall be expressed in Hong Kong dollars and tested against each set of Financial Statements. The Guarantor will provide to the Fiscal Agent for inspection by any Noteholder within 90 days after the end of each semi-annual period (other than the final period of a Financial Year) and 180 days after the end of each Financial Year, an Officer's Certificate confirming compliance with all of the covenants contained in Condition 4(b)(iii)(3), showing in reasonable detail the calculations demonstrating compliance with such covenant.

In this Condition:

  1. "Debt Servicing Costs" means, in respect of any Relevant Period, the aggregate of all payments of Total Interest Expenses on or in respect of the UAF Relevant Indebtedness falling due;
  2. "EBIT" means, in respect of any Relevant Period, the consolidated operating profit of UAF and its Subsidiaries for that Relevant Period (as determined from the relevant Financial Statements of UAF) before (i) taxation and (ii) deducting any Total Interest Expenses;
  3. "Financial Statement" means the consolidated financial statements of UAF, (1) in respect of each financial year, audited by a member firm of an internationally recognised firm of independent accountants and including a profit and loss account, balance sheet and cash flow statement; and (2) in respect of each semi-annual period (other than the final period of a Financial Year) unaudited but including a profit and loss account and balance sheet;
  4. "Financial Year" means a financial year of UAF, for the time being ending on 31 December;
  5. "HKFRS" means the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants;
  6. "Incur" means, with respect to any indebtedness, to incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such indebtedness. The terms "Incurrence", "Incurred" and "Incurring" have meanings correlative with the foregoing;
  7. "Officer's Certificate" means a certificate signed by a Director of the Guarantor;
  8. "Relevant Indebtedness" means any indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended on the part of the Issuer thereof to be, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market;
  9. "Relevant Period" means:
    1. each Financial Year of UAF; and
    2. each period beginning on the first day of the first half of a Financial Year of UAF and ending on the last day of the first half of that Financial Year;
  10. "Subsidiary" means any entity whose financial statements at any time are required by law or in accordance with generally accepted accounting principles to be fully consolidated with those of the Issuer or the Guarantor or UAF, as the case may be.

- 41 -

  1. "Total Interest Expenses" means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment penalties or premiums and other finance payments in respect of indebtedness for borrowed money (such amount excluding borrowings by UAF or any of its Subsidiaries from UAF or, as the case may be, any of its other Subsidiaries) whether paid, payable or capitalised by UAF or, as the case may be, any of its Subsidiaries in respect of that Relevant Period; and
  2. "UAF Relevant Indebtedness" means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any guarantee or indemnity against financial loss of any person granted by UAF or any of UAF's Subsidiaries or any derivative transactions entered into by UAF or any of UAF's Subsidiaries (and when calculating the value of any derivative transaction, only the marked-to-market value shall be taken into account) or any liability under or in respect of any acceptance or acceptance credit or receivables sold or discounted (otherwise than on a non-recourse basis) or any financing lease entered into primarily as a method of raising finance or financing the acquisition of an asset.
  • Interest and other Calculations
    1. Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount from and including the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(j).
    2. Interest on Floating Rate Notes and Index Linked Interest Notes:
      1. Interest Payment Dates: Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding nominal amount from and including the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined by the Calculation Agent in accordance with Condition 5(j). Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which falls the number of months or other period shown hereon as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
      2. Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined by the Calculation Agent in the manner specified hereon and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specified hereon.
        1. ISDA Determination for Floating Rate Notes
          Where ISDA Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub-paragraph (A), "ISDA Rate" for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which:
          1. the Floating Rate Option is as specified hereon
          2. the Designated Maturity is a period specified hereon and
          3. the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified hereon.

For the purposes of this sub-paragraph (A), "Floating Rate", "Calculation Agent", "Floating Rate Option", "Designated Maturity", "Reset Date" and

- 42 -

"Swap Transaction" have the meanings given to those terms in the ISDA Definitions.

  1. Screen Rate Determination for Floating Rate Notes
    1. Where Screen Rate Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be either:
      1. the offered quotation; or
      2. the arithmetic mean of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at either 11.00 a.m. (London time in the case of LIBOR, Brussels time in the case of EURIBOR or Hong Kong time in the case of HIBOR) on the Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations.

If the Reference Rate from time to time in respect of Floating Rate Notes is specified hereon as being other than LIBOR, EURIBOR or HIBOR, the Rate of Interest in respect of such Notes will be determined as provided hereon.

  1. if the Relevant Screen Page is not available or if, sub-paragraph (x)(1) applies and no such offered quotation appears on the Relevant Screen Page or if sub-paragraph (x)(2) above applies and fewer than three such offered quotations appear on the Relevant Screen Page in each case as at the time specified above, subject as provided below, the Calculation Agent shall request, if the Reference Rate is LIBOR, the principal London office of each of the Reference Banks or, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks, or, if the Reference Rate is HIBOR, the principal Hong Kong office of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is HIBOR, at approximately 11.00 a.m. (Hong Kong time) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Accrual Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and
  2. if paragraph (y) above applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is HIBOR, at approximately 11.00 a.m. (Hong Kong time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro- zone inter-bank market or, if the Reference Rate is HIBOR, the Hong Kong
    • 43 -

inter-bank market, as the case may be, or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately

  1. 11.00 a.m. (Brussels time) or, if the Reference Rate is HIBOR, at approximately 11.00 a.m. (Hong Kong time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zoneinter-bank market or, if the Reference Rate is HIBOR, the Hong Kong inter-bank market, as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).

  2. Screen Rate Determination for Floating Rate Notes where the Reference Rate is specified as being SOFR Benchmark
    Where Screen Rate Determination is specified hereon as the manner in which the Rate of Interest is to be determined where the Reference Rate is SOFR Benchmark, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be equal to the relevant SOFR Benchmark plus or minus the Margin (if any) in accordance with Condition 5(j), all as determined by the Calculation Agent on the relevant Interest Determination Date.
    The "SOFR Benchmark" will be determined based on Compounded Daily SOFR or SOFR Index, as follows (subject in each case to Condition 5(e) as further specified hereon):
    1. If Compounded Daily SOFR ("Compounded Daily SOFR") is specified hereon as the manner in which the SOFR Benchmark will be determined, the SOFR Benchmark for each Interest Accrual Period shall be equal to the compounded average of daily SOFR reference rates for each day during the relevant Interest Accrual Period (where SOFR Lag, SOFR Payment Delay or SOFR Lockout is specified as applicable hereon to determine Compounded Daily SOFR) or the SOFR Observation Period (where SOFR Observation Shift is specified as applicable hereon to determine Compounded Daily SOFR).
      Compounded Daily SOFR shall be calculated by the Calculation Agent in accordance with one of the formulas referenced below depending upon which is specified as applicable hereon:
  1. SOFR Lag:
  • πd0 ( 1+ SOFRi- xUSBD x ni ) -1 ) x 360

i=1

360

d

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards (e.g., 9.876541 per cent.

- 44 -

(or 0.09876541) being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or 0.0987655)) and where:

"SOFRi-xUSBD" for any U.S. Government Securities Business Day "i" in the relevant Interest Accrual Period, is equal to the SOFR

reference rate for the U.S. Government Securities Business Day falling the number of Lookback Days prior to that U.S. Government Securities Business Day "i";

"Lookback Days" means such number of U.S. Government Securities Business Days as specified hereon;

"d" means the number of calendar days in the relevant Interest Accrual Period;

"do" for any Interest Accrual Period, means the number of U.S. Government Securities Business Days in the relevant Interest Accrual Period;

"i" means a series of whole numbers ascending from one to do, representing each relevant U.S. Government Securities Business Day from (and including) the first U.S. Government Securities Business Day in the relevant Interest Accrual Period; and

"ni" for any U.S. Government Securities Business Day "i" in the relevant Interest Accrual Period, means the number of calendar days from (and including) such U.S. Government Securities Business Day "i" up to (but excluding) the following U.S. Government Securities Business Day for which SOFRi-xUSBD applies.

(ii) SOFR Observation Shift:

d0

( π

( 1+

SOFRi x ni

) -1) x

360

360

d

i=1

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards (e.g., 9.876541 per cent. (or 0.09876541) being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or 0.0987655)) and where:

"SOFRi" for any U.S. Government Securities Business Day "i" in the relevant SOFR Observation Period, is equal to the SOFR reference rate for that U.S. Government Securities Business Day "i";

"SOFR Observation Period" means, in respect of an Interest Accrual Period, the period from (and including) the date falling the number of SOFR Observation Shift Days prior to the first day of such Interest Accrual Period to (but excluding) the date falling the number of SOFR Observation Shift Days prior to the Interest Period Date for such Interest Accrual Period;

"SOFR Observation Shift Days" means the number of U.S. Government Securities Business Days as specified hereon;

"d" means the number of calendar days in the relevant SOFR Observation Period;

"do" for any SOFR Observation Period, means the number of U.S. Government Securities Business Days in the relevant SOFR Observation Period;

"i" means a series of whole numbers ascending from one to do, representing each U.S. Government Securities Business Day from

- 45 -

(and including) the first U.S. Government Securities Business Day in the relevant SOFR Observation Period; and

"ni" for any U.S. Government Securities Business Day "i" in the relevant SOFR Observation Period, means the number of calendar days from (and including) such U.S. Government Securities Business Day "i" up to (but excluding) the following U.S. Government Securities Business Day for which SOFRi applies.

(iii) SOFR Payment Delay:

d0

( π

( 1+

SOFRi x ni

) -1) x

360

360

d

i=1

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards (e.g., 9.876541 per cent. (or 0.09876541) being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or 0.0987655)) and where:

"SOFRi" for any U.S. Government Securities Business Day "i" in the relevant Interest Accrual Period, is equal to the SOFR reference rate for that U.S. Government Securities Business Day "i";

"Interest Payment Date" shall be the number of Interest Payment Delay Days following each Interest Period Date; provided that the Interest Payment Date with respect to the final Interest Accrual Period will be the Maturity Date or, if the Issuer elects to redeem the Notes prior to the Maturity Date, the relevant Optional Redemption Date;

"Interest Payment Delay Days" means the number of Business Days as specified hereon;

"d" means the number of calendar days in the relevant Interest Accrual Period;

"do" for any Interest Accrual Period, means the number of U.S. Government Securities Business Days in the relevant Interest Accrual Period;

"i" means a series of whole numbers ascending from one to do, representing each relevant U.S. Government Securities Business Day from (and including) the first U.S. Government Securities Business Day in the relevant Interest Accrual Period; and

"ni" for any U.S. Government Securities Business Day "i" in the relevant Interest Accrual Period, means the number of calendar days from (and including) such U.S. Government Securities Business Day "i" up to (but excluding) the following U.S. Government Securities Business Day for which SOFRi applies.

For the purposes of calculating Compounded Daily SOFR with respect to the final Interest Accrual Period where SOFR Payment Delay is specified hereon, the SOFR reference rate for each U.S. Government Securities Business Day in the period from (and including) the SOFR Rate Cut-Off Date to (but excluding) the Maturity Date or the relevant Optional Redemption Date, as applicable, shall be the SOFR reference rate in respect of such SOFR Rate Cut-Off Date.

- 46 -

(iv) SOFR Lockout:

(

πd0

) -1) x

( 1+

SOFRi x ni

360

i=1

360

d

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards (e.g., 9.876541 per cent. (or 0.09876541) being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or 0.0987655)) and where:

"SOFRi" for any U.S. Government Securities Business Day "i" in the relevant Interest Accrual Period, is equal to the SOFR reference rate for that U.S. Government Securities Business Day "i", except that the SOFR for any U.S. Government Securities Business Day 'i" in respect of the period from (and including) the SOFR Rate Cut-Off Date to (but excluding) the Interest Period Date for such Interest Accrual Period shall be the SOFR reference rate in respect of such SOFR Rate Cut-Off Date;

"d" means the number of calendar days in the relevant Interest Accrual Period;

"do" for any Interest Accrual Period, means the number of U.S. Government Securities Business Days in the relevant Interest Accrual Period;

"i" means a series of whole numbers ascending from one to do, representing each relevant U.S. Government Securities Business Day from (and including) the first U.S. Government Securities Business Day in the relevant Interest Accrual Period; and

"ni" for any U.S. Government Securities Business Day "i" in the relevant Interest Accrual Period, means the number of calendar days from (and including) such U.S. Government Securities Business Day "i" up to (but excluding) the following U.S. Government Securities Business Day for which SOFRi applies.

The following defined terms shall have the meanings set out below for purpose of this Condition 5(b)(ii)(C)(x) and Condition 5(b)(ii)(C)(y):

"Bloomberg Screen SOFRRATE Page" means the Bloomberg screen designated "SOFRRATE" or any successor page or service;

"Reuters Page USDSOFR=" means the Reuters page designated "USDSOFR=" or any successor page or service;

"SOFR" means, in respect of a U.S. Government Securities Business Day, the reference rate determined by the Calculation Agent in accordance with the following provision:

  1. the Secured Overnight Financing Rate published at the SOFR Determination Time as such reference rate is reported on the Bloomberg Screen SOFRRATE Page; the Secured Overnight Financing Rate published at the SOFR Determination Time as such reference rate is reported on the Reuters Page USDSOFR=; or the Secured Overnight Financing Rate published at the SOFR Determination Time on the SOFR Administrator's Website;
  2. if the reference rate specified in (i) above does not appear and a SOFR Benchmark Transition Event and its related SOFR Benchmark Replacement Date have not occurred, the SOFR reference rate shall be the reference rate published on the SOFR Administrator's Website for the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator's Website; or
    • 47 -
  1. if the reference rate specified in (i) above does not appear and a SOFR Benchmark Transition Event and its related SOFR Benchmark Replacement Date have occurred, the provisions set forth in Condition 5(e) shall apply as specified hereon;

"SOFR Rate Cut-OffDate" means the date that is a number of U.S. Government Securities Business Days prior to the end of each Interest Accrual Period, the Maturity Date or the relevant Optional Redemption Date, as applicable, as specified hereon; and

"SOFR Determination Time" means approximately 3:00 p.m. (New York City time) on the immediately following U.S. Government Securities Business Day.

  1. If SOFR Index ("SOFR Index") is specified as applicable hereon, the SOFR Benchmark for each Interest Accrual Period shall be equal to the compounded average of daily SOFR reference rates for each day during the relevant SOFR Observation Period as calculated by the Calculation Agent as follows:
  • SOFR IndexEnd -1 ) x ( 360)

SOFR IndexStart

dc

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards (e.g., 9.876541 per cent. (or 0.09876541) being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or 0.0987655)) and where:

"SOFR Index" means, in respect of a U.S. Government Securities Business Day, the SOFR Index value as published on the SOFR Administrator's Website at the SOFR Index Determination Time on such U.S. Government Securities Business Day, provided that:

  1. if the value specified above does not appear and a SOFR Benchmark Transition Event and its related SOFR Benchmark Replacement Date have not occurred, the "SOFR Index" shall be calculated on any Interest Determination Date with respect to an Interest Accrual Period, in accordance with the Compounded Daily SOFR formula described above in Condition 5(b)(ii)(C)(y)(ii) "SOFR Observation Shift", and the term "SOFR Observation Shift Days" shall mean two U.S. Government Securities Business Days; or
  2. if the value specified above does not appear and a SOFR Benchmark Transition Event and its related SOFR Benchmark Replacement Date have occurred, the provisions set forth in Condition 5(d) shall apply as specified hereon;

"SOFR IndexEnd" means, in respect of an Interest Accrual Period, the SOFR Index value on the date that is the number of U.S. Government Securities Business Days specified hereon prior to the Interest Period Date for such Interest Accrual Period (or in the final Interest Accrual Period, the Maturity Date);

"SOFR IndexStart" means, in respect of an Interest Accrual Period, the SOFR Index value on the date that is the number of U.S. Government

Securities Business Days specified hereon prior to the first day of such Interest Accrual Period;

"SOFR Index Determination Time" means, in respect of a U.S. Government Securities Business Day, approximately 3:00 p.m. (New York City time) on such U.S. Government Securities Business Day;

"SOFR Observation Period" means, in respect of an Interest Accrual Period, the period from (and including) the date falling the number of SOFR Observation Shift Days prior to the first day of such Interest Accrual

- 48 -

Period to (but excluding) the date falling the number of SOFR Observation Shift Days prior to the Interest Period Date for such Interest Accrual Period;

"SOFR Observation Shift Days" means the number of U.S. Government Securities Business Days as specified hereon; and

"dc" means the number of calendar days in the applicable SOFR Observation Period.

The following defined terms shall have the meanings set out below for purpose of this Condition 5(b)(ii)(C):

"SOFR Administrator's Website" means the website of the Federal Reserve Bank of New York, or any successor source;

"SOFR Benchmark Replacement Date" means the date of occurrence of a Benchmark Event with respect to the then-current SOFR Benchmark;

"SOFR Benchmark Transition Event" means the occurrence of a Benchmark Event with respect to the then-current SOFR Benchmark; and

"U.S. Government Securities Business Day" means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

  1. Rate of Interest for Index Linked Interest Notes: The Rate of Interest in respect of Index Linked Interest Notes for each Interest Accrual Period shall be determined by the Calculation Agent in the manner specified hereon and interest will accrue by reference to an Index or Formula as specified hereon.
  2. Benchmark Discontinuation (General)
    Where this Condition 5(d) is specified as applicable hereon:
    1. Independent Adviser:
      If a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, or failing which an Alternative Rate (if any, in accordance with Condition 5(d)(ii)) and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition 5(d)(iv)). In making such determination, the Independent Adviser appointed pursuant to this Condition 5(d) shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Fiscal Agent, the Paying Agents, the Noteholders, the Receiptholders or the Couponholders for any determination made by it, pursuant to this Condition 5(d).
      If (A) the Issuer is unable to appoint an Independent Adviser; or (B) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 5(d)(i) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the
      • 49 -

avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 5(d)(i).

  1. Successor Rate or Alternative Rate
    If the Independent Adviser, determines that:
    1. there is a Successor Rate, then such Successor Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(d)); or
    2. there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(d)).
  2. Adjustment Spread
    The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread.
  3. Benchmark Amendments
    If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5(d) and the Independent Adviser (in consultation with the Issuer), determines (A) that amendments to these Conditions and/or the Fiscal Agency Agreement are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "Benchmark Amendments") and (B) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 5(d)(v), without any requirement for the consent or approval of Noteholders, vary these Conditions and/or the Fiscal Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice.
    Notwithstanding any other provision of this Condition 5(d), the Calculation Agent or any Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 5(d) to which, in the sole opinion of the Calculation Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in the Fiscal Agency Agreement and/or these Conditions.
    In connection with any such variation in accordance with this Condition 5(d)(iv), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.
  4. Notices, etc.
    Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 5(d) will be notified at least 10 business days prior to the relevant Interest Determination Date by the Issuer to the Fiscal Agent, the Calculation Agent and the Paying Agents. In accordance with Condition 14, notice shall be provided to the Noteholders promptly thereafter. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.
    • 50 -

No later than notifying the Noteholders of the same, the Issuer shall deliver to the Fiscal Agent, the Calculation Agent and the Paying Agents a certificate signed by two authorised signatories of the Issuer:

  1. confirming (a) that a Benchmark Event has occurred, (b) the Successor Rate or, as the case may be, the Alternative Rate, (c) the applicable Adjustment Spread and (d) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this Condition 5(d); and
  2. certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread.

The Fiscal Agent shall display such certificate at its offices, for inspection by the Noteholders at all reasonable times during normal business hours.

Each of the Fiscal Agent, the Calculation Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate, the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to the Fiscal Agent's or the Calculation Agent's or the Paying Agents' ability to rely on such certificate as aforesaid) be binding on the Issuer, the Fiscal Agent, the Calculation Agent, the Paying Agents and the Noteholders.

Notwithstanding any other provision of this Condition 5(d), if following the determination of any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments (if any), in the Calculation Agent's opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 5(d), the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable (other than due to its own gross negligence, wilful default or fraud) to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and (in the absence of such gross negligence, wilful default or fraud) shall not incur any liability for not doing so.

  1. Survival of Original Reference Rate
    Without prejudice to the obligations of the Issuer under Conditions 5(d)(i), (ii), (iii) and (iv), the Original Reference Rate and the fallback provisions provided for in Condition 5(b)(ii) will continue to apply unless and until a Benchmark Event has occurred.
  2. Definitions:
    As used in this Condition 5(d):
    "Adjustment Spread" means either (A) a spread (which may be positive, negative or zero) or (B) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:
    1. in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate);
    2. the Independent Adviser determines (in consultation with the Issuer), is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Independent Adviser determines that no such spread is customarily applied);
      • 51 -
  1. the Independent Adviser determines (in consultation with the Issuer) is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be).

"Alternative Rate" means an alternative benchmark or screen rate which the Independent Adviser determines in accordance with Condition 5(d)(ii) is customarily applied in international debt capital markets transactions for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes.

"Benchmark Amendments" has the meaning given to it in Condition 5(d)(iv).

"Benchmark Event" means:

  1. the Original Reference Rate ceasing to be published as a result of such benchmark ceasing to be calculated or administered;
  2. a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate);
  3. a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be permanently or indefinitely discontinued;
  4. a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes;
  5. the making of a public statement by the supervisor of the administrator of the Original Reference Rate that, with effect from a date after 31 December 2021, the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or
  6. it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or other party to calculate any payments due to be made to any Noteholder or Couponholder using the Original Reference Rate;

provided that the Benchmark Event shall be deemed to occur (a) in the case of sub-paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, as the case may be, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub-paragraph

  1. above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement.

The occurrence of a Benchmark Event shall be determined by the Issuer and promptly notified to the Fiscal Agent, the Calculation Agent and the Paying Agents. For the avoidance of doubt, neither the Fiscal Agent, the Calculation Agent nor the Paying Agents shall have any responsibility for making such determination.

"business day" means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the Calculation Agent.

"Independent Adviser" means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 5(d)(i).

"Original Reference Rate" means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes.

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"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable):

  1. the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
  2. any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of: (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates; (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); (c) a group of the aforementioned central banks or other supervisory authorities; or (d) the Financial Stability Board or any part thereof.

"Successor Rate" means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.

  1. Benchmark Discontinuation (SOFR)
    This Condition 5(e) shall only apply to U.S. dollar-denominated Notes where so specified hereon.
    The following provisions shall apply if Benchmark Discontinuation (SOFR) is specified as applicable hereon:
    1. Benchmark Replacement
      If the Issuer or its designee determines on or prior to the relevant Reference Time that a Benchmark Event and its related Benchmark Replacement Date have occurred with respect to the-then current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes in respect of all determinations on such date and for all determinations on all subsequent dates.
    2. Benchmark Replacement Conforming Changes
      In connection with the implementation of a Benchmark Replacement, the Issuer or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. For the avoidance of doubt, the Fiscal Agent shall, at the direction and expense of the Issuer, effect such consequential amendments to the Fiscal Agency Agreement and these Conditions as may be required to give effect to this Condition 5(e). Noteholders' consent shall not be required in connection with effecting any such changes, including the execution of any documents or any steps to be taken by the Fiscal Agent (if required). Further, none of the Fiscal Agent, the Calculation Agent, the Paying Agents, the Registrars or the Transfer Agents shall be responsible or liable for any determinations, decisions or elections made by the Issuer or its designee with respect to any Benchmark Replacement or any other changes and shall be entitled to rely conclusively on any certifications provided to each of them in this regard.
    3. Decisions and Determinations
      Any determination, decision or election that may be made by the Issuer or its designee pursuant to this Condition 5(e), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection (A) will be conclusive and binding absent manifest error, (B) will be made in the sole discretion of the Issuer or its designee, as applicable, and (C) notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the holders of the Notes or any other party.
    4. The following defined terms shall have the meanings set out below for purpose of this Condition 5(e):
      "Benchmark" means, initially, the relevant SOFR Benchmark specified hereon; provided that if the Issuer or its designee determines on or prior to the Reference Time that a Benchmark Event and its related Benchmark Replacement Date have occurred with respect to the relevant SOFR Benchmark (including any daily published component used in the
      • 53 -

calculation thereof) or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement;

"Benchmark Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):

  1. a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or
  2. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or
  3. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative;

"Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

  1. the sum of:
    1. the alternate reference rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof); and
    2. the Benchmark Replacement Adjustment;
  2. the sum of:
    1. the ISDA Fallback Rate; and
    2. the Benchmark Replacement Adjustment; or
  3. the sum of:
    1. the alternate reference rate that has been selected by the Issuer or its designee as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) giving due consideration to any industry-accepted reference rate as a replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) for U.S. dollar-denominated Floating Rate Notes at such time; and
    2. the Benchmark Replacement Adjustment;

"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

  1. the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
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  1. if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or
  2. the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer or its designee giving due consideration to any industry- accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark (including any daily published component used in the calculation thereof) with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated Floating Rate Notes at such time;

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) the Issuer or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer or its designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee determines is reasonably necessary);

"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):

  1. in the case of sub-paragraph (A) or (B) of the definition of "Benchmark Event", the later of:
    1. the date of the public statement or publication of information referenced therein; and
    2. the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or
  2. in the case of sub-paragraph (C) of the definition of "Benchmark Event", the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination;

"designee" means a designee as selected and separately appointed by the Issuer in writing;

"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time;

"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark;

"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark (including any daily published component used in the calculation thereof) for the applicable tenor excluding the applicable ISDA Fallback Adjustment;

"Reference Time" with respect to any determination of the Benchmark means (1) if the Benchmark is the SOFR Benchmark, the SOFR Determination Time (where Simple SOFR Average or Compounded Daily SOFR is specified as applicable hereon) or SOFR Index Determination Time (where SOFR Index is specified as applicable hereon), or (2) if the Benchmark is not the SOFR Benchmark, the time determined by the Issuer or its designee after giving effect to the Benchmark Replacement Conforming Changes;

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"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto; and

"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

  1. Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 6(b)(i)).
  2. Dual Currency Notes: In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined by reference to a Rate of Exchange or a method of calculating Rate of Exchange, the rate or amount of interest payable shall be determined by the Calculation Agent in the manner specified hereon.
  3. Partly Paid Notes: In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified hereon.
  4. Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date (as defined in Condition 8).
  5. Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts and Rounding:
    1. If any Margin is specified hereon (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with (b) above by adding (if a positive number) or subtracting the absolute value (if a negative number) of such Margin subject always to the next paragraph
    2. If any Maximum or Minimum Rate of Interest, Instalment Amount or Redemption Amount is specified hereon, then any Rate of Interest, Instalment Amount or Redemption Amount shall be subject to such maximum or minimum, as the case may be
    3. For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures shall be rounded to seven significant figures (with halves being rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes "unit" means the lowest amount of such currency that is available as legal tender in the countries of such currency.
  6. Calculations: The amount of interest payable per Calculation Amount in respect of any Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified hereon, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any
    • 56 -

other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated.

  1. Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts and Instalment Amounts: The Calculation Agent shall, as soon as practicable on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or Instalment Amount, obtain such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or any Instalment Amount to be notified to the Fiscal Agent, the Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 5(b)(ii), the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 10, the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.
  2. Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:
    "Business Day" means:
    1. in the case of a currency other than euro or Renminbi, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency; and/or
    2. in the case of euro, a day on which the TARGET System is operating (a "TARGET Business Day"); and/or
    3. in the case of Renminbi, a day (other than a Saturday, Sunday or public holiday) on which commercial banks in Hong Kong are generally open for business and settlement of Renminbi payments in Hong Kong; and/or
    4. in the case of a currency and/or one or more Business Centres, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres.

"Day Count Fraction" means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the "Calculation Period"):

  1. if "Actual/Actual" or "Actual/Actual-ISDA" is specified hereon, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of
    • 57 -

the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365)

  1. if "Actual/365 (Fixed)" is specified hereon, the actual number of days in the Calculation Period divided by 365
  2. if "Actual/365 (Sterling)" is specified hereon, the actual number of days in the Calculation Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366
  3. if "Actual/360" is specified hereon, the actual number of days in the Calculation Period divided by 360
  4. if "30/360", "360/360" or "Bond Basis" is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 -M1)]+ (D2 - D1)

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.

  1. if "30E/360" or "Eurobond Basis" is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 -D1)

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30.

  1. if "30E/360 (ISDA)" is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

360

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where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.

  1. if "Actual/Actual-ICMA" is specified hereon,
    1. if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and
    2. if the Calculation Period is longer than one Determination Period, the sum of:
      1. the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and
      2. the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year

where:

"Determination Period" means the period from and including a Determination Date in any year to but excluding the next Determination Date; and

"Determination Date" means the date(s) specified as such hereon or, if none is so specified, the Interest Payment Date(s).

"Euro-zone" means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended.

"Interest Accrual Period" means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Period Date and each successive period beginning on and including an Interest Period Date and ending on but excluding the next succeeding Interest Period Date.

"Interest Amount" means:

  1. in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken Amount specified hereon as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and
  2. in respect of any other period, the amount of interest payable per Calculation Amount for that period.
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"Interest Commencement Date" means the Issue Date or such other date as may be specified hereon.

"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified:

  1. the first day of such Interest Accrual Period if the Specified Currency is Sterling or Hong Kong dollars or Renminbi other than where the Specified Currency is Renminbi and the Reference Rate is CNH HIBOR; or
  2. the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro nor Hong Kong dollars nor Renminbi; or
  3. the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro; or
  4. the day falling two Business Days in Hong Kong prior to the first day of such Interest Accrual Period if the Specified Currency is Renminbi and the Reference Rate is CNH HIBOR; or
  5. (where SOFR Benchmark is specified hereon as the Reference Rate and where Simple SOFR Average is specified as applicable hereon or where SOFR Lag, SOFR Observation Shift or SOFR Lockout is specified as applicable hereon to determine Compounded Daily SOFR or where SOFR Index is specified as applicable hereon) the second U.S. Government Securities Business Day prior to the last day of each Interest Period; and
  6. (where SOFR Benchmark is specified hereon as the Reference Rate and where SOFR Payment Delay is specified as applicable hereon to determine Compounded Daily SOFR) the Interest Period Date at the end of each Interest Accrual Period, provided that the Interest Determination Date with respect to the final Interest Accrual Period will be the U.S. Government Securities Business Day immediately following the relevant SOFR Rate Cut-Off Date.

"Interest Period" means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date.

"Interest Period Date" means each Interest Payment Date unless otherwise specified hereon.

"ISDA Definitions" means the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., unless otherwise specified hereon.

"Rate of Interest" means the rate of interest payable from time to time in respect of this Note and that is either specified or calculated in accordance with the provisions hereon.

"Reference Banks" means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market and, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro- zone inter-bank market and, in the case of a determination of HIBOR, the principal Hong Kong office of four major banks in the Hong Kong inter-bank market, in each case selected by the Calculation Agent or as specified hereon.

"Reference Rate" means the rate specified as such hereon.

"Relevant Screen Page" means such page, section, caption, column or other part of a particular information service as may be specified hereon.

"Specified Currency" means the currency specified as such hereon or, if none is specified, the currency in which the Notes are denominated.

"TARGET System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto.

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  1. Calculation Agent: The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them hereon and for so long as any Note is outstanding. Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Instalment Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall appoint a leading bank or financial institution engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.
  2. Business Day Convention: If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if the Business Day Convention specified is
    1. the Floating Rate Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.
  • Redemption, Purchase and Options
    1. Redemption by Instalments and Final Redemption:
      1. Unless previously redeemed, purchased and cancelled as provided in this Condition 6, each Note that provides for Instalment Dates and Instalment Amounts shall be partially redeemed on each Instalment Date at the related Instalment Amount specified hereon. The outstanding nominal amount of each such Note shall be reduced by the Instalment Amount (or, if such Instalment Amount is calculated by reference to a proportion of the nominal amount of such Note, such proportion) for all purposes with effect from the related Instalment Date, unless payment of the Instalment Amount is improperly withheld or refused, in which case, such amount shall remain outstanding until the Relevant Date relating to such Instalment Amount.
      2. Unless previously redeemed, purchased and cancelled as provided below, each Note shall be finally redeemed on the Maturity Date specified hereon at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount) or, in the case of a Note falling within paragraph (i) above, its final Instalment Amount.
    2. Early Redemption:
      1. Zero Coupon Notes:
        1. The Early Redemption Amount payable in respect of any Zero Coupon Note, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of such Note pursuant to Condition 6(c) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified hereon.
        2. Subject to the provisions of sub-paragraph (c) below, the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a
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percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually.

  1. If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6(c) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 5(c).

Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown hereon.

    1. Other Notes: The Early Redemption Amount payable in respect of any Note (other than Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(c) or upon it becoming due and payable as provided in Condition 10, shall be the Final Redemption Amount unless otherwise specified hereon.
  1. Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Interest Note) or, at any time, (if this Note is neither a Floating Rate Note nor an Index Linked Interest Note), on giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount (as described in Condition 6(b) above) (together with interest accrued to the date fixed for redemption), if (i) the Issuer (or, if the Guarantee were called, the Guarantor) has or will become obliged to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of the British Virgin Islands (in the case of payment by the Issuer) or Hong Kong (in the case of payment by the Guarantor) or, in each case, any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the Guarantor, as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Notes (or either Guarantee, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(c), the Issuer shall deliver to the Fiscal Agent a certificate signed by two Directors of the Issuer (or the Guarantor, as the case may be) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer (or the Guarantor, as the case may be) has or will become obliged to pay such additional amounts as a result of such change or amendment.
  2. Redemption at the Option of the Issuer: If Call Option is specified hereon, the Issuer may, on giving not less than 15 nor more than 30 days' irrevocable notice to the Noteholders (or such other notice period as may be specified hereon) redeem, all or, if so provided, some, of the Notes on any Optional Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed
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specified hereon and no greater than the Maximum Redemption Amount to be redeemed specified hereon.

All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition.

In the case of a partial redemption the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements.

  1. Redemption at the Option of Noteholders: If Put Option is specified hereon, the Issuer shall, at the option of the holder of any such Note, upon the holder of such Note giving not less than 15 nor more than 30 days' notice to the Issuer (or such other notice period as may be specified hereon) redeem such Note on the Optional Redemption Date(s) at its Optional Redemption Amount together with interest accrued to the date fixed for redemption.
    To exercise such option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice ("Exercise Notice") in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period. No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Fiscal Agency Agreement) without the prior consent of the Issuer.
  2. Redemption for Change of Control: Following the occurrence of a Change of Control (as defined below), the holder of each Note will have the right, at such holder's option, to require the Issuer (failing whom the Guarantor) to redeem all, or some only, of that holder's Notes on the Change of Control Redemption Date (as defined below) at the Early Redemption Amount (Change of Control) specified hereon together with interest accrued to the Change of Control Redemption Date. To exercise such right, the holder of the relevant Note must complete, sign and deposit at the specified office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying Agent (the "Change of Control Redemption Notice") together with the Certificate evidencing the Notes to be redeemed by not later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 14. The "Change of Control Redemption Date" shall be the fourteenth day after the expiry of such period of 30 days as referred to above.
    A Change of Control Redemption Notice, once delivered, shall be irrevocable and the Issuer failing whom the Guarantor shall redeem the Notes the subject of Change of Control Redemption Notices delivered as aforesaid on the Change of Control Redemption Date. The Issuer, failing whom the Guarantor, shall give notice to Noteholders and the Fiscal Agent in accordance with Condition 14 by not later than 14 days following the first day on which it becomes aware of the occurrence of a Change of Control, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition and shall give brief details of the Change of Control. For the avoidance of doubt, the Fiscal Agent shall not be required to take any steps to ascertain whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred.
    For the purposes of this Condition 6(f):
    "Control" means the direct or indirect ownership of, or the power to control directly or indirectly, at least 35 per cent. of the Voting Rights of the issued share capital of the Guarantor;
    a "Change of Control" occurs when: (i) the Controlling Shareholder ceases to have Control of the Guarantor; or (ii) the Guarantor consolidates with or merges into or sells or transfers
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all or substantially all of the Guarantor's assets to any Person or Persons other than the Controlling Shareholders (collectively or individually), provided that no Change of Control shall occur if the consolidation, merger, sale or transfer will not result in the Controlling Shareholders (collectively or individually) ceasing to have Control over the Guarantor or the successor entity;

"Controlling Shareholder" means the largest holder or group of shareholders (being the trustee of the Lee and Lee Trust (as referred to in the Annual Report dated 26 March 2012)) as at 13 June 2012 of Voting Rights of the issued share capital of the Guarantor;

a "Person" as used in this Condition 6(f), includes any individual, company corporation, firm, partnership, joint venture, undertaking, associations, organisation, trust, state or agency of state (in each case whether or not being a separate legal entity) but does not include the Guarantor's wholly owned direct or indirect Subsidiaries; and

"Voting Rights" means the right generally to vote at a general meeting of shareholders of the Guarantor (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency).

  1. Partly Paid Notes: Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the provisions specified hereon.
  2. Purchases: Each of the Issuer, the Guarantor and their Subsidiaries may at any time purchase Notes (provided that all unmatured Receipts and Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price.
  3. Cancellation: All Notes purchased by or on behalf of the Issuer, the Guarantor or any of their Subsidiaries may be surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Receipts and Coupons and all unexchanged Talons to the Fiscal Agent and, in the case of Registered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Receipts and Coupons and unexchanged Talons attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer and the Guarantor in respect of any such Notes shall be discharged.
  • Payments and Talons
    1. Bearer Notes:
      1. In relation to Bearer Notes not held in the CMU, payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against presentation and surrender of the relevant Receipts (in the case of payments of Instalment Amounts other than on the due date for redemption and provided that the Receipt is presented for payment together with its relative Note), Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 7(f)(vi)) or Coupons (in the case of interest, save as specified in Condition 7(f)(vi)), as the case may be, in the case of a currency other than Renminbi, at the specified office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer to an account denominated in such currency with, a Bank; and in the case of Renminbi, by transfer to a Renminbi account maintained by or on behalf of the Noteholder with a bank in Hong Kong. In this Condition 7(a) and 7(b), "Bank" means a bank in the principal financial centre for such currency or, in the case of euro, in a city in which banks have access to the TARGET System.
      2. In relation to Bearer Notes held in the CMU, payments of principal and interest in respect of Bearer Notes held in the CMU will be made to the person(s) for whose account(s) interests in the relevant Bearer Note are credited as being held with the CMU in accordance with the CMU Rules (as defined in the Fiscal Agency Agreement) at the relevant time.
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  1. Registered Notes:
    1. In relation to Registered Notes not held in the CMU, payments of principal (which for the purposes of this Condition 7(b) shall include final Instalment Amounts but not other Instalment Amounts) in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in paragraph
      1. below.
    2. In relation to Registered Notes not held in the CMU, interest (which for the purpose of this Condition 7(b) shall include all Instalment Amounts other than final Instalment Amounts) on Registered Notes shall be paid to the person shown on the Register at the close of business (i) on the fifteenth day before the due date for payment thereof or (ii) in the case of Renminbi, on the fifth day before the due date for payment thereof (the "Record Date"). Payments of interest on each Registered Note shall be made
      1. in the case of a currency other than Renminbi, in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first-named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank; and (y) in the case of Renminbi, by transfer to the registered account of the Noteholder. In this Condition 7(b), "registered account" means the Renminbi account maintained by or on behalf of the Noteholder with a bank in Hong Kong, details of which appear on the Register at the close of business on the fifth business day before the due date for payment.
    3. In relation to Registered Notes held in the CMU, payments of principal and interest in respect of Registered Notes held in the CMU will be made to the person(s) for whose account(s) interests in the relevant Registered Note are credited as being held with the CMU in accordance with the CMU Rules at the relevant time.
  2. Payments in the United States: Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.
  3. Payments subject to Fiscal Laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment, but without prejudice to the provisions of Condition 8. No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.
  4. Appointment of Agents: The Fiscal Agent, the CMU Lodging and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent initially appointed by the Issuer and the Guarantor and their respective specified offices are listed below. The Fiscal Agent, the CMU Lodging and Paying Agent, the Paying Agents, the Registrar, Transfer Agents and the Calculation Agent(s) act solely as agents of the Issuer and the Guarantor and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer and the Guarantor reserve the right at any time to vary or terminate the appointment of the Fiscal Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain
    1. a Fiscal Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes, (iv) a CMU Lodging and Paying Agent in relation to Notes accepted for clearance through the CMU, (v) one or more Calculation Agent(s) where the Conditions so require, (v) Paying Agents having specified offices in at least two major European cities and (vi) such other agents as may be required by any other stock exchange on which the Notes may be listed.
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In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent in New York City in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in Condition 7(c) above.

Notice of any such change or any change of any specified office shall promptly be given to the Noteholders.

  1. Unmatured Coupons and Receipts and unexchanged Talons:
    1. Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes (other than Dual Currency Notes or Index linked Interest Notes), those Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon that the sum of principal so paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioned above against surrender of such missing Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 9).
    2. Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, Dual Currency Note or Index Linked Interest Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.
    3. Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.
    4. Upon the due date for redemption of any Bearer Note that is redeemable in instalments, all Receipts relating to such Note having an Instalment Date falling on or after such due date (whether or not attached) shall become void and no payment shall be made in respect of them.
    5. Where any Bearer Note that provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require.
    6. If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be. Interest accrued on a Note that only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be.
  2. Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 9).
  3. Non-BusinessDays: If any date for payment in respect of any Note, Receipt or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this Condition 7, "business day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such jurisdictions as shall be specified as "Financial Centres" hereon and:
    1. (in the case of a payment in a currency other than euro and Renminbi) where payment is to be made by transfer to an account maintained with a bank in the
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relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency or

  1. (in the case of a payment in euro) which is a TARGET Business Day; or
  2. (in the case of a payment in Renminbi) on which banks and foreign exchange markets are open for business and settlement of Renminbi payments in Hong Kong.
  • Taxation
    All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes, the Receipts and the Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the British Virgin Islands or Hong Kong or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer or, as the case may be, the Guarantor shall pay such additional amounts as shall result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:
    1. Other connection: to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of his having some connection with the British Virgin Islands or, in the case of payments by the Guarantor, Hong Kong other than the mere holding, or receipt of payment on, of the Note, Receipt or Coupon; or
    2. Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the thirtieth such day.

As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note (or relative Certificate), Receipt or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (i) "principal" shall be deemed to include any premium payable in respect of the Notes, all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or any amendment or supplement to it, (ii) "interest" shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it and (iii) "principal" and/or "interest" shall be deemed to include any additional amounts that may be payable under this Condition.

The Issuer and the Guarantor shall be permitted to withhold or deduct any amounts required by the rules of US Internal Revenue Code Sections 1471 through 1474 (or any amended or successor provisions), pursuant to any legislation adopted by another jurisdiction in connection with these provisions, or pursuant to any agreement with the US Internal Revenue Service ("FATCA withholding") as a result of a holder, beneficial owner or an intermediary that is not an agent of the Issuer not being entitled to receive payments free of FATCA withholding. Neither the Issuer nor the Guarantor shall be liable for, or otherwise obliged to pay, any FATCA withholding deducted or withheld by the Issuer, the Guarantor, any paying agent or any other party.

  • Prescription
    Claims against the Issuer and / or the Guarantor for payment in respect of the Notes, Receipts and Coupons (which for this purpose shall not include Talons) shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.
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10 Events of Default

If any of the following events ("Events of Default") occurs and is continuing, the holder of, individually or in the aggregate, not less than 10 per cent. of the aggregate principal amount of the Notes outstanding may give written notice to the Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the Early Redemption Amount of such Note together (if applicable) with accrued interest to the date of payment shall become immediately due and payable:

  1. Non-payment: the Issuer (failing which, the Guarantor), fails to pay any amount of principal or premium or interest due in respect of any of the Notes provided that, in the case of principal or premium, the default continues for a period of 5 days and, in the case of interest, the default continues for a period of 10 days; or
  2. Breach of Other Obligations: the Issuer or the Guarantor fails to perform or observe any of their respective other obligations under these Conditions or the Guarantee and the failure continues for the period of 30 days following the service by Noteholders holding, individually or in the aggregate, not less than 10 per cent. of the aggregate principal amount of the Notes outstanding on the Issuer or the Guarantor (as the case may be) of notice requiring the same to be remedied; or
  3. Cross-Acceleration: (i) any present or future Indebtedness for Borrowed Money (as defined below) of the Issuer, the Guarantor or any of the Guarantor's Principal Subsidiaries becomes due and repayable prior to its stated maturity by reason of an event of default or the like (howsoever described); (ii) the Issuer, the Guarantor or any of the Guarantor's Principal Subsidiaries fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment or, as the case may be, within any originally applicable grace period; (iii) any security given by the Issuer, the Guarantor or any of the Guarantor's Principal Subsidiaries for any Indebtedness for Borrowed Money becomes enforceable; or (iv) default is made by the Issuer, the Guarantor or any of the Guarantor's Principal Subsidiaries in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person, provided that the aggregate amount of the relevant Indebtedness for Borrowed Money in respect of which one or more of the events mentioned above in this paragraph 10 (iii) have occurred equals or exceeds U.S.$35 million or its equivalent (as reasonably determined on the basis of the middle spot rate for the relevant currency against the U.S. dollar as quoted by any leading bank); or
  4. Winding-up: any order is made by any competent court or resolution is passed for the winding up or dissolution of the Issuer, the Guarantor or any of the Guarantor's Principal Subsidiaries, save, in the case of a Principal Subsidiary of the Guarantor, for
    1. any voluntary solvent winding up, liquidation or dissolution or, any reorganisation or restructuring whereby the business, undertaking and assets of such Principal Subsidiary are transferred to or otherwise vested in the Guarantor and/or other Subsidiaries of the Guarantor; or (ii) the purposes of reorganisation or restructuring on terms previously approved by an Extraordinary Resolution; or
  5. Insolvency: the Issuer, the Guarantor or any of the Guarantor's Principal Subsidiaries stops or threatens to stop payment of, or is unable to, or admits inability to, pay, a material part of its debts (or any class of its debts) as they fall due, or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or
  6. Suspension of Business: the Issuer or the Guarantor suspends or ceases to carry on, or the Issuer or the Guarantor threatens to suspend or cease to carry on, all or substantially all of its business or operations, or any Principal Subsidiary of the Guarantor other than the Issuer suspends for a continuing period of 3 months due to regulatory reasons or ceases to carry on, or such Principal Subsidiary threatens to suspend or cease to carry on, all or substantially all of its business or operations, except: (i) for the purposes of, or pursuant to and followed by, a consolidation or amalgamation with, or merger into, the Guarantor or any other Subsidiary, (ii) for the purposes of, or pursuant to and followed by, a consolidation, amalgamation, merger
    • 68 -

or reorganisation (other than as described in (i) above) the terms of which shall have previously been approved by an Extraordinary Resolution of the Noteholders, or

    1. by way of a voluntary winding up or dissolution where there are surplus assets in such Principal Subsidiary and such surplus assets are distributed to the Guarantor and/or any such other Subsidiaries of the Guarantor or (iv) for a disposal of any assets on an arm's length basis to any third party where all of the undertaking and assets resulting from such disposal are vested in the Guarantor and/or other Subsidiaries of the Guarantor; or
  1. Enforcement Proceedings: (i) proceedings are initiated against the Issuer, the Guarantor or any of the Guarantor's Principal Subsidiaries or the Issuer, the Guarantor or any of the Guarantor's Principal Subsidiaries initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors) or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed in relation to all or a material part of the undertaking or assets of the Issuer or the Guarantor, or all or substantially all of the undertaking or assets of any of the Guarantor's Principal Subsidiaries other than the Issuer or an encumbrancer takes possession of all or any substantial part of the undertaking or assets of the Issuer or the Guarantor, or all or substantially all of the undertaking or assets of any of the Guarantor's Principal Subsidiaries other than the Issuer, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against all or any substantial part of the undertaking or assets of the Issuer or the Guarantor, or all or substantially all of the undertaking or assets of any of the Guarantor's Principal Subsidiaries other than the Issuer and (ii) in any case (other than the appointment of an administrator) is not discharged within 30 days; or
  2. Illegality: the Notes, the Guarantee or the Fiscal Agency Agreement is or becomes or is claimed by the Issuer or the Guarantor to be unenforceable or invalid; or
  3. Authorisation and Consent: any regulation, decree, consent, approval, licence or other authority necessary to enable the Issuer or the Guarantor to perform its obligations under the Notes, the Guarantee or the Fiscal Agency Agreement expires or is withheld, revoked or terminated or otherwise ceases to remain in full force and effect or is modified; or
  4. Ownership: the Issuer ceases to be a subsidiary wholly owned and controlled, directly or indirectly, by the Guarantor; or
  5. Analogous Events: any event occurs which, under the laws of any Relevant Jurisdiction has an analogous effect to any of the events referred to in paragraphs
    1. to (x) above.

For the purposes of this Condition:

"Indebtedness for Borrowed Money" means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any liability under or in respect of any acceptance or acceptance credit; and

"Principal Subsidiary" means any Subsidiary of the Guarantor:

  1. whose profits before taxation and exceptional items ("pre-taxprofit") (consolidated in the case of a Subsidiary which itself has Subsidiaries) attributable to the Guarantor, as shown by its latest audited income statement, are at least 10 per cent. of the consolidated pre-tax profit as shown by the latest published audited consolidated income statement of the Guarantor and its consolidated Subsidiaries including, for the avoidance of doubt, the Guarantor and its consolidated Subsidiaries' share of profits of Subsidiaries not consolidated and of associated entities and after adjustments for minority interests; or
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  1. whose gross assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) attributable to the Guarantor, as shown by its latest audited balance sheet, are at least 10 per cent. of the consolidated gross assets of the Guarantor and its Subsidiaries as shown by the latest published audited consolidated balance sheet of the Guarantor and its Subsidiaries, including the investment of the Guarantor and its consolidated Subsidiaries in each subsidiary whose accounts are not consolidated with the consolidated audited accounts of the Guarantor and of associate companies and after adjustment for minority interests;

provided that, in relation to paragraphs (a) and (b) above:

  1. in the case of a corporation or other business entity becoming a Subsidiary after the end of the financial period to which the latest consolidated audited accounts of the Guarantor relate, the reference to the then latest consolidated audited accounts of the Guarantor and its Subsidiaries for the purposes of the calculation above shall, until consolidated audited accounts of the Guarantor for the financial period in which the relevant corporation or other business entity becomes a Subsidiary are published be deemed to be a reference to the then latest consolidated audited accounts of the Guarantor and its Subsidiaries adjusted to consolidate the latest audited accounts (consolidated in the case of a Subsidiary which itself has Subsidiaries) of such Subsidiary in such accounts;
  2. if at any relevant time in relation to the Guarantor or any Subsidiary which itself has Subsidiaries no consolidated accounts are prepared and audited, pre-tax profit or gross assets of the Guarantor and/or any such Subsidiary shall be determined on the basis of pro forma consolidated accounts prepared for this purpose by the Guarantor for the purposes of preparing a certificate thereon to the Noteholders; and
  3. if at any relevant time in relation to any Subsidiary, no accounts are audited, its gross assets (consolidated, if appropriate) shall be determined on the basis of pro forma accounts (consolidated, if appropriate) of the relevant Subsidiary prepared for this purpose by the Guarantor for the purposes of preparing a certificate thereon to the Noteholders; and
  4. if the accounts of any subsidiary (not being a Subsidiary referred to in proviso
    (i) above) are not consolidated with those of the Guarantor, then the determination of whether or not such subsidiary is a Principal Subsidiary shall be based on a pro forma consolidation of its accounts (consolidated, if appropriate) with the consolidated accounts (determined on the basis of the foregoing) of the Guarantor, or
  1. to which is transferred the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transfer was a Principal Subsidiary, provided that the Principal Subsidiary which so transfers its assets shall forthwith upon such transfer cease to be a Principal Subsidiary and the Subsidiary to which the assets are so transferred shall cease to be a Principal Subsidiary at the date on which the first published audited accounts (consolidated, if appropriate), of the Guarantor prepared as of a date later than such transfer are issued unless such Subsidiary would continue to be a Principal Subsidiary on the basis of such accounts by virtue of the provisions of paragraphs (a) or (b) above.

A certificate prepared by the directors of the Guarantor certifying that, in their opinion, a Subsidiary is or is not, or was or was not, a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties. The certificate would, if requested by the holder(s) of, individually or in the aggregate, not less than 10 per cent. of the aggregate principal amount of the Notes outstanding, be accompanied by a report by an internationally recognised firm of accountants addressed to the directors of the Guarantor as to proper extraction of the figures used by the Guarantor in determining the Principal Subsidiaries of the Guarantor and mathematical accuracy of the calculation.

11 Meeting of Noteholders and Modifications

  1. Meetings of Noteholders: The Fiscal Agency Agreement contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Fiscal Agency
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Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest, Instalment Amount or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes,

  1. to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, or (viii) to modify or cancel the Guarantee, in which case the necessary quorum shall be two or more persons holding or representing not less than 75 per cent. or at any adjourned meeting not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders.

The Fiscal Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in nominal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Pricing Supplement in relation to such Series.

  1. Modification of Fiscal Agency Agreement: The Issuer and the Guarantor shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Fiscal Agency Agreement, if to do so could not reasonably be expected to be prejudicial to the interests of the Noteholders.
  2. Substitution:

    1. The Issuer, or any previous substituted company, may at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes, the Receipts, the Coupons and the Talons, any company (the "Substitute"), provided that no payment in respect of the Notes, the Receipts or the Coupons is at the relevant time overdue. The substitution shall be made by a deed poll (the "Deed Poll"), to be substantially in the form scheduled to the Fiscal Agency Agreement as Schedule 8, and may take place only if (i) the Substitute shall, by means of the Deed Poll, agree to indemnify each Noteholder and Couponholder against any tax, duty, assessment or governmental charge that is imposed on it by (or by any authority in or of) the jurisdiction of the country of the Substitute's residence for tax purposes and, if different, of its incorporation with respect to any Note, Receipt, Coupon, Talon or the Deed of Covenant and that would not have been so imposed had the substitution not been made, as well as against any tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution,
    2. the obligations of the Substitute under the Deed Poll, the Notes, Receipts, Coupons, Talons and Deed of Covenant shall be unconditionally guaranteed by the Issuer by means of the Deed Poll, (iii) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Deed Poll, the Notes, Receipts, Coupons, Talons and Deed of Covenant represent valid, legally binding and enforceable obligations of the Substitute, and in the case of the Deed Poll of the Issuer
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have been taken, fulfilled and done and are in full force and effect, (iv) the Substitute shall have become party to the Fiscal Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it, (v) legal opinions addressed to the Noteholders shall have been delivered to them (care of the Fiscal Agent) from a lawyer or firm of lawyers with a leading securities practice in each jurisdiction referred to in (i) above and in England as to the fulfilment of the preceding conditions of this paragraph (iii) and the other matters specified in the Deed Poll and (vi) the Issuer shall have given at least 14 days' prior notice of such substitution to the Noteholders, stating that copies, or pending execution the agreed text, of all documents in relation to the substitution that are referred to above, or that might otherwise reasonably be regarded as material to Noteholders, shall be available for inspection at the specified office of each of the Paying Agents. References in Condition 10 to obligations under the Notes shall be deemed to include obligations under the Deed Poll, and, where the Deed Poll contains a guarantee, the events listed in Condition 10 shall be deemed to include that guarantee not being (or being claimed by the guarantor not to be) in full force and effect.

  1. Replacement of Notes, Certificates, Receipts, Coupons and Talons
    If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Fiscal Agent (in the case of Bearer Notes, Receipts, Coupons or Talons) and of the Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered before replacements will be issued.
  2. Further Issues
    The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further notes having the same terms and conditions as the Notes (so that, for the avoidance of doubt, references in these Conditions to "Issue Date" shall be to the first issue date of the Notes) and so that the same shall be consolidated and form a single series with such Notes, and references in these Conditions to "Notes" shall be construed accordingly.
  3. Notices
    Notices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing and, so long as the Notes are listed on the Stock Exchange and the rules of that Exchange so require, published in a leading newspaper having general circulation in Hong Kong (which is expected to be in the Asian Wall Street Journal). Notices to the holders of Bearer Notes shall be valid if published in a daily newspaper of general circulation in Hong Kong and, so long as the Notes are listed on the Stock Exchange and the rules of that Exchange so require, published in a daily newspaper with general circulation in Hong Kong (which is expected to be the Asian Wall Street Journal). If any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Asia. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made, as provided above.
    Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition.
    So long as the Notes are represented by a Global Note or a Global Certificate and such Global Note or Global Certificate is held on behalf of (i) Euroclear or Clearstream, Luxembourg or any
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other clearing system (except as provided in (ii) below), notices to the holders of Notes of that Series may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions or by delivery of the relevant notice to the holder of the Global Note or (ii) the CMU, notices to the holders of Notes of that Series may be given by delivery of the relevant notice to the persons shown in a CMU Issue Position Report issued by the CMU on the second business day preceding the date of despatch of such notice as holding interests in the relevant Global Note or Global Certificate.

  1. Currency Indemnity
    Any amount received or recovered in a currency other than the currency in which payment under the relevant Note, Coupon or Receipt is due (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the Issuer or the Guarantor or otherwise) by any Noteholder or Couponholder in respect of any sum expressed to be due to it from the Issuer or the Guarantor shall only constitute a discharge to the Issuer or the Guarantor, as the case may be, to the extent of the amount in the currency of payment under the relevant Note, Coupon or Receipt that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the amount received or recovered is less than the amount expressed to be due to the recipient under any Note, Coupon or Receipt, the Issuer, failing whom the Guarantor, shall indemnify it against any loss sustained by it as a result. In any event, the Issuer, failing whom the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Condition, it shall be sufficient for the Noteholder or Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Issuer's and the Guarantor's other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Noteholder or Couponholder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note, Coupon or Receipt or any other judgment or order.
  2. Contracts (Rights of Third Parties) Act 1999
    No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999 except and to the extent (if any) that the Notes expressly provide for such Act to apply to any of their terms.
  3. Governing Law and Jurisdiction
    1. Governing Law: The Notes, the Receipts, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.
    2. Jurisdiction: The Courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with any Notes, Receipts, Coupons or Talons and accordingly any legal action or proceedings arising out of or in connection with any Notes, Receipts, Coupons or Talons ("Proceedings") may be brought in such courts. Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of each of the holders of the Notes, Receipts, Coupons and Talons and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).
    3. Service of Process: Each of the Issuer and the Guarantor irrevocably appoints Law Debenture Corporate Services Limited of 5th Floor, 100 Wood Street, London EC2V 7EX as their agent in England to receive, for it and on its behalf, service of process in any Proceedings in England. Such service shall be deemed completed on delivery to such
      • 73 -

process agent (whether or not, it is forwarded to and received by the Issuer or the Guarantor). If for any reason such process agent ceases to be able to act as such or no longer has an address in London, each of the Issuer and the Guarantor irrevocably agrees to appoint a substitute process agent and shall immediately notify Noteholders of such appointment in accordance with Condition 14. Nothing shall affect the right to serve process in any manner permitted by law.

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FORM OF PRICING SUPPLEMENT

The Pricing Supplement in respect of each Tranche of Notes will be substantially in the following form, duly supplemented (if necessary), amended (if necessary) and completed to reflect the particular terms of the relevant Notes and their issue.

[This document is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange")) ("Professional Investors") only.

Notice to Hong Kong investors: The Issuer (as defined below) and the Guarantor (as defined below) confirm that the Notes are intended for purchase by Professional Investors only and will be listed on the Hong Kong Stock Exchange on that basis. Accordingly, the Issuer and the Guarantor confirm that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Programme and the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Programme, the Notes or the Issuer and the Guarantor or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

This document together with the Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Issuer and the Guarantor. Each of the Issuer and the Guarantor accepts full responsibility for the accuracy of the information contained in this document and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.]

[PRIIPs Regulation - Prohibition of Sales to EEA Retail Investors - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); [or] (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II[.]/[; or] [(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 ([, the "Prospectus Regulation"]).]1 Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.]

[UK PRIIPs REGULATION - Prohibition of Sales to UK Retail Investors - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under

  • Paragraph (iii) is not required where the Notes have a denomination of at least 100,000 or equivalent.
    • 75 -

the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA[.]/[; or] [(iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.]2 Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]

[MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of [the/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")][MiFID II]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. [Consider any negative target market.] Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer['s/s'] 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 manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]

[UK MiFIR product governance / Professional investors and ECPs only target market - Solely for the purposes of [the/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 only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA] ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. [Consider any negative target market.] Any [person subsequently offering, selling or recommending the Notes (a "distributor")][distributor] should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]

[In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes [are] / [are not] prescribed capital markets products (as defined in the CMP Regulations 2018) and [are] [Excluded] / [Specified] Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment Products.]3

Pricing Supplement dated [Š ]

Sun Hung Kai & Co. (BVI) Limited

Issue of [Aggregate Nominal Amount of Tranche]

[Title of Notes]

Guaranteed by

Sun Hung Kai & Co. Limited

under the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme

The document constitutes the Pricing Supplement relating to the issue of Notes described herein.

2

3

Paragraph (iii) is not required where the Notes have a denomination of at least 100,000 or equivalent.

For any Notes to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Notes pursuant to Section 309B of the SFA prior to the launch of the offer.

- 76 -

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Offering Circular dated 13 April 2021 [and the Supplemental Offering Circular dated [date]]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular [as so supplemented]. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement [, /and the Offering Circular [and the Supplemental Offering Circular].

[The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.]

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Offering Circular dated 13 April 2021. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular dated 13 April 2021 [and the supplemental Offering Circular dated [date]], save in respect of the Conditions which are extracted from the Offering Circular dated 13 April 2021 and are attached hereto.

[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for completing the Pricing Supplement.]

1.

(i)

Issuer:

  1. Guarantor:

2. [(i)

Series Number:

    1. Tranche Number:
  1. Specified Currency or Currencies:
  2. Aggregate Nominal Amount:
    1. Series:
    2. Tranche:

5.

[(i)]

Issue Price:

[(ii)

Net Proceeds:

6. (i) Specified Denominations:4 5 6

Sun Hung Kai & Co. (BVI) Limited (incorporated under the laws of the British Virgin Islands with limited liability)

Sun Hung Kai & Co. Limited

[Š ]

[Š ]

(If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible).]

[Š ]

[Š ]

[Š ]

[Š ]

[Š ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)]

[Š ] (Required only for listed issues)]

´[Š ]

4

5

6

Notes (including Notes denominated in pounds sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of Section 19 of the FSMA and which have a maturity of less than one year must have a minimum redemption value of £100,000 (or its equivalent in other currencies).

If the specified denomination is expressed to be 100,000 or its equivalent and multiples of a lower principal amount (for example 1,000), insert the additional wording as follows: 100,000 and integral multiples of [1,000] in excess thereof up to and including [199,000]. No notes in definitive form will be issued with a denomination above [199,000].

Notes to be listed on the Hong Kong Stock Exchange are required to be traded with a board lot size of at least HK$500,000 (or its equivalent in other currencies).

- 77 -

  1. Calculation Amount:
  1. (i) Issue Date:
    1. Interest Commencement Date:
  2. Maturity Date:
  3. Interest Basis:

10. Redemption/Payment Basis:

11. Change of Interest or Redemption/Payment Basis:

[Š ]

(The applicable Calculation Amount will be

  1. if there is only one Specified Denomination, the Specified Denomination of the relevant Notes or (ii) if there are several Specified Denominations or the circumstances referred to in Footnote 2 below apply, the highest common factor of those Specified Denominations (note: there must be a common factor in the case of two or more Specified Denominations).

[Š ]

[Specify/Issue Date/Not Applicable]

[Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]7

[[Š ] per cent. Fixed Rate]

[[Specify reference rate] +/- [Š ] per cent. Floating Rate]

[Zero Coupon]

[Index Linked Interest]

[Other (Specify)]

(further particulars specified below)

[Redemption at par]

[Index Linked Redemption]

[Dual Currency]

[Partly Paid]

[Instalment]

[Other (Specify)]

[Specify details of any provision for convertibility of Notes into another interest or redemption/ payment basis]

12.

Put/Call Options:

[Put Option]

[Call Option]

[Change of Control Put]

[(further particulars specified below)]

13.

(i)

Status of the Notes:

Senior

(ii)

Status of the Guarantee:

Senior

(iii)

Date of [Board] approval for issuance of

[Š ] [and [Š ], respectively

Notes and Guarantee obtained:

  • Note that for Renminbi or Hong Kong dollar denominated Fixed Rate Notes where Interest Payment Dates are subject to modification it will be necessary to use the second option here.
    • 78 -

14.

Listing:

[Hong Kong/Other (specify)/None] (For

Notes to be listed on the Hong Kong Stock

Exchange, insert the expected effective

listing date of the Notes)

15.

Method of distribution:

[Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16.

Fixed Rate Note Provisions

[Applicable/Not Applicable]

(If not applicable, delete the remaining

sub-paragraphs of this paragraph)

(i)

Rate[(s)] of Interest:

[Š ] per cent. per annum [payable [annually/

semi-annually/quarterly/monthly/other

(specify)] in arrear]

(ii)

Interest Payment Date(s):

[Š ] in each year [adjusted in accordance

with [specify Business Day Convention and

any applicable Business Centre(s) for the

definition of "Business Day"]/not adjusted]

(iii)

Fixed Coupon Amount[(s)]:

[Š ] per Calculation Amount8

(iv)

Broken Amount(s):

[Š ] per Calculation Amount, payable on the

Interest Payment Date falling [in/on] [Š ]

  1. Day Count Fraction:
  2. [Determination Dates:
  3. Other terms relating to the method of calculating interest for Fixed Rate Notes:

17. Floating Rate Note Provisions

  1. Interest Period(s):
  2. Specified Interest Payment Dates:
  3. Interest Period Date:
  4. Business Day Convention:
  5. Business Centre(s):

[30/360 / Actual/Actual (ICMA/ISDA) or Actual/365 (Fixed)9 / other]

[Š ] in each year (insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. N.B. only relevant where Day Count Fraction is Actual/Actual (ICMA))]

[Not Applicable/give details]

[Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

[Š ]

  • ] [to insert each of the Interest Payment Dates for the Interest Period]
  1. (Not applicable unless different from Interest Payment Date)

[Floating Rate Convention / Following Business Day Convention/ Modified Following Business Day Convention / Preceding Business Day Convention / other (give details)]

[Š ]

8

9

For Renminbi or Hong Kong dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject to modification the following alternative wording is appropriate: "Each Fixed Coupon Amount shall be calculated by multiplying the product of the Rate of Interest and the Calculation Amount by the Day Count Fraction and rounding the resultant figure to the nearest CNY0.01, CNY0.005 for the case of Renminbi denominated Fixed Rate Notes to the nearest HK$0.01, HK$0.005 for the case of Hong Kong dollar denominated Fixed Rate Notes, being rounded upwards.

Applicable to Hong Kong dollar denominated Fixed Rate Notes and Renminbi-denominated Fixed Rate Notes.

- 79 -

(vi)

Manner in which the Rate(s) of Interest is/

[Screen

Rate

Determination/ISDA

are to be determined:

Determination/other (give details)]

  1. Party responsible for calculating the [Š ] Rate(s) of Interest and/or Interest Amount(s) (if not the Calculation Agent):
  2. Screen Rate Determination:

Reference Rate:

[LIBOR/EURIBOR/HIBOR/SOFR

Benchmark/ Other (give details)]

Interest Determination Date(s):

[Š ]

Relevant Screen Page:

[Š ]

Party responsible for calculation of

[Š ] (Specify where this is not the

Rate of Interest:

Calculation Agent)

SOFR:

[Applicable/Not Applicable]

SOFR Benchmark:

[Compounded Daily SOFR/SOFR Index]

Compounded Daily SOFR:

[Not

Applicable/SOFR

Lag/SOFR

Observation Shift/SOFR Payment Delay/

SOFR Lockout]

(Only applicable in the case of

Compounded Daily SOFR)

Lookback Days:

[Not Applicable/[Š ] U.S. Government

Securities Business Day(s)]

(Only applicable in the case of SOFR Lag)

• SOFR Observation Shift Days:

[Not Applicable/[Š ] U.S. Government

Securities Business Day(s)]

(Only applicable in the case of SOFR

Observation Shift or SOFR Index)

• Interest Payment Delay Days:

[Not Applicable/[Š ] U.S. Government

Securities Business Day(s)]

(Only applicable in the case of SOFR

Payment Delay)

• SOFR Rate Cut-Off Date:

[Not Applicable/The day that is the [Š ] U.S.

Government Securities Business Day(s)

prior to the end of each Interest Accrual

Period]

(Only applicable in the case of

Compounded Daily SOFR: SOFR Payment

Delay or Compounded Daily SOFR: SOFR

Lockout)

SOFR IndexStart:

[Not Applicable/[Š ] U.S. Government

Securities Business Day(s)]

(Only applicable in the case of SOFR

Index)

SOFR IndexEnd:

[Not Applicable/[Š ] U.S. Government

Securities Business Day(s)]

(Only applicable in the case of SOFR Index)

- 80 -

  1. ISDA Determination:
    • Floating Rate Option:
    • Designated Maturity:
    • Reset Date:
  2. Margin(s):
  3. Minimum Rate of Interest:
  4. Maximum Rate of Interest:
  5. Day Count Fraction:
  6. Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

18. Zero Coupon Note Provisions

[Š ]

[Š ]

[Š ]

[+/-][Š ] per cent. per annum

[Š ] per cent. per annum

[Š ] per cent. per annum

[Š ]

[Benchmark Discontinuation (General)

(Condition5(d))/Benchmark Discontinuation (SOFR) (Condition 5(e))/ specify other if different from those set out in the Conditions]

[Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i)

Amortisation Yield:

[Š ] per cent. per annum

(ii)

Day Count Fraction:

[Š ]

(iii)

Any other formula/basis of determining

[Š ]

amount payable:

19. Index-Linked Interest Note Provisions

[Applicable/Not Applicable]

(If not applicable, delete the remaining

sub-paragraphs of this paragraph)

(i)

Index/Formula/other variable:

[give or annex details]

  1. Party responsible for calculating the [Š ] Rate(s) of Interest and/or Interest Amount(s) (if not the Calculation Agent):
  2. Provisions for determining Coupon where [Š ] calculation by reference to Index and/or Formula is impossible or impracticable or otherwise disrupted:

(iv)

Interest Period(s):

[Š ]

(v)

Specified Interest Payment Dates:

[Š ]

(vi)

Business Day Convention:

[Floating

Rate

Convention/

Following

Business

Day

Convention/Modified

Following

Business Day

Convention/

Preceding Business Day Convention/other

(give details)]

(viii)

Business Centre(s) :

[Š ]

(ix)

Minimum Rate/Amount of Interest:

[Š ] per cent. per annum

(x)

Maximum Rate/Amount of Interest:

[Š ] per cent. per annum

(xi)

Day Count Fraction:

[Š ]

- 81 -

20. Dual Currency Note Provisions

[Applicable/Not Applicable]

  1. Rate of Exchange/method of calculating Rate of Exchange:

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

[give details]

  1. Calculation Agent, if any, responsible for [Š ] calculating the principal and/or interest due:
  2. Provisions applicable where calculation by [Š ] reference to Rate of Exchange impossible
    or impracticable:
  3. Person at whose option Specified [Š ] Currency(ies) is/are payable:

PROVISIONS RELATING TO REDEMPTION

21. Call Option

[Applicable/Not Applicable]

(If not applicable, delete the remaining

sub-paragraphs of this paragraph)

(i)

Optional Redemption Date(s):

[Š ]

(ii)

Optional Redemption Amount(s) of each

[Š ] per Calculation Amount

Note and method, if any, of calculation of

such amount(s):

  1. If redeemable in part:

(a)

Minimum Redemption Amount:

[Š ] per Calculation Amount

(b)

Maximum Redemption Amount

[Š ] per Calculation Amount

(iv)

Notice period:

[Š ]10

22.

Put Option

[Applicable/Not Applicable]

(If not applicable, delete the remaining

sub-paragraphs of this paragraph)

(i)

Optional Redemption Date(s):

[Š ]

(ii)

Optional Redemption Amount(s) of each

[Š ] per Calculation Amount

Note and method, if any, of calculation of

such amount(s):

(iii)

Notice period:

[Š ]10

23.

Change of Control Put Option

[Applicable/Not Applicable]

(If not applicable, delete the remaining

sub-paragraphs of this paragraph)

  1. Early Redemption Amount (Change of [Š ] Control) per Calculation Amount payable
    on redemption for a Change of Control and/ or the method of calculating the same (if required):

24. Final Redemption Amount of each Note

[Š ] per Calculation Amount

10 If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Fiscal Agent.

  • 82 -

25.

Early Redemption Amount

[Not Applicable

Early Redemption Amount(s) per Calculation

(If both the Early Redemption Amount

Amount payable on redemption for taxation

(Tax) and the Early Termination Amount

reasons or on event of default or other early

are the principal amount of the Notes/

redemption (other than on redemption for Change

specify the Early Redemption Amount

of Control) and/or the method of calculating the

(Tax) and/or the Early Termination Amount

same (if required or if different from that set out in

if different from the principal amount of the

the Conditions):

Notes)]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

26.

Form of Notes

Bearer Notes:

[Temporary Global Note exchangeable for

a Permanent Global Note which is exchangeable for Definitive Notes on [Š ] days' notice/at any time/in the limited circumstances specified in the Permanent Global Note]

[Temporary Global Note exchangeable for Definitive Notes on [Š ] days' notice]11

[Permanent Global Note exchangeable for Definitive Notes on [Š ] days' notice/at any time/in the limited circumstances specified in the Permanent Global Note]

[Registered Notes:

Global Certificate exchangeable for Individual Note Certificates in the limited circumstances described in the Global Certificate

27. Additional Financial Centre(s) or other special [Not Applicable/give details. provisions relating to payment dates:

Note that this paragraph relates to the date and place of payment, and not interest period end dates, to which sub paragraphs 15(vi) and 16(x) relate]

28. Talons for future Coupons or Receipts to be [Yes/No. If yes, give details] attached to Definitive Notes (and dates on which

such Talons mature):

29.

Details relating to Partly Paid Notes: amount of

[Not Applicable/give details]

each payment comprising the Issue Price and date

on which each payment is to be made [and

consequences (if any) of failure to pay, including

any right of the Issuer to forfeit the Notes and

interest due on late payment]:

30.

Details relating to Instalment Notes: amount of

[Not Applicable/give details]

each instalment, date on which each payment is to

be made:

31.

Redenomination,

renominalisation

and

[Not Applicable/The provisions annexed to

reconventioning provisions:

this Pricing Supplement apply]

11 If the Specified Denominations of the Notes in paragraph 6 includes language substantially to the following effect: "100,000 and integral multiples of [1,000] in excess thereof up to and including [199,000]", the Temporary Global Note shall not be exchangeable on [Š ] days' notice.

  • 83 -
  1. Consolidation provisions:
  2. Other terms or special conditions:

DISTRIBUTION

34. (i) If syndicated, names of Managers:

  1. Stabilisation Manager(s) (if any):

If non-syndicated, name and address of Dealer:

  1. Private bank rebate/commission:
  2. U.S. selling restrictions:

[Not Applicable/The provisions [in Condition [13] (Further Issues)] [annexed to this Pricing Supplement] apply]

[Not Applicable/give details]

[Not Applicable/give names]

[Not Applicable/give names]

[Not Applicable/give name and address]

[Applicable/Not Applicable]

Reg. S Category [1/2];

(In the case of Bearer Notes) - [TEFRA C/ TEFRA D/ TEFRA not applicable]

(In the case of Registered Notes) -

TEFRA Not Applicable

37. Additional selling restrictions:

[Not Applicable/give details]

38. (i) Prohibition of Sales to EEA Retail [[Applicable/Not Applicable]

Investors:

(If the Notes clearly do not constitute "packaged" products, "Not Applicable" should be specified. If the Notes may constitute "packaged" products and no KID will be prepared, "Applicable" should be specified.)]

  1. Prohibition of Sales to UK Retail Investors: [[Applicable/Not Applicable]

(If the Notes clearly do not constitute

"packaged" products,

"Not Applicable"

should be specified. If the Notes may

constitute "packaged" products and no KID

will be prepared, "Applicable" should be

specified.)]

OPERATIONAL INFORMATION

39.

ISIN Code:

[Š ]

40.

Common Code:

[Š ]

41.

Legal Entity Identifier (LEI):

254900QOZMIRPHNCNK27

42.

CMU Instrument Number:

[Š ]

43.

Any clearing system(s) other than Euroclear,

[Not

Applicable/give

name(s)

and

Clearstream, Luxembourg and the CMU and the

number(s)]

relevant identification number(s):

44.

Delivery:

Delivery [against/free of] payment

45.

Additional Paying Agent(s) (if any):

[Š ]

GENERAL

46.

The aggregate principal amount of Notes issued

[Not Applicable/U.S.$[Š ]]

has been translated into U.S. dollars at the rate of

[Š ], producing a sum of (for Notes not denominated

in U.S. dollars):

47.

Use of proceeds

[Š ]

- 84 -

[STABILISATION

In connection with this issue, [insert name of Stabilisation Manager] (the "Stabilisation Manager") (or persons acting on behalf of any Stabilisation Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, the Stabilisation Manager (or persons acting on behalf of a Stabilisation Manager) may not undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be discontinued at any time, and must be brought to an end after a limited period.]

PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprises the final terms required for issue and admission to trading on the Hong Kong Stock Exchange of the Notes described herein pursuant to the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme.

RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information contained in this Pricing Supplement.

Signed on behalf of Sun Hung Kai & Co. (BVI) Limited:

By:

Duly authorised

Signed on behalf of Sun Hung Kai & Co. Limited:

By:

Duly authorised

- 85 -

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

Initial Issue of Notes

Global Notes and Global Certificates may be delivered on or prior to the original issue date of the Tranche to a Common Depositary for Euroclear and Clearstream, Luxembourg or a sub-custodian for the CMU.

Upon the initial deposit of a Global Note with a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary") or with a sub-custodian for the CMU or registration of Registered Notes in the name of (i) any nominee for Euroclear and Clearstream, Luxembourg or (ii) the Hong Kong Monetary Authority as operator of the CMU and delivery of the relative Global Certificate to the Common Depositary or the sub-custodian for the CMU (as the case may be), Euroclear or Clearstream, Luxembourg or the CMU (as the case may be) will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid.

Notes that are initially deposited with the Common Depositary may also be credited to the accounts of subscribers with (if indicated in the relevant Pricing Supplement) other clearing systems through direct or indirect accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, Notes that are initially deposited with any other clearing system may similarly be credited to the accounts of subscribers with Euroclear, Clearstream, Luxembourg or other clearing systems.

Relationship of Accountholders with Clearing Systems

Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or any other clearing system ("Alternative Clearing System") as the holder of a Note represented by a Global Note or a Global Certificate must look solely to Euroclear, Clearstream, Luxembourg or any such Alternative Clearing System (as the case may be) for his share of each payment made by the Issuer to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, and in relation to all other rights arising under the Global Notes or Global Certificates, subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream, Luxembourg or such Alternative Clearing System (as the case may be). Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note or Global Certificate and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, in respect of each amount so paid.

If a Global Note or a Global Certificate is lodged with a sub-custodian for or registered with the CMU, the person(s) for whose account(s) interests in such Global Note or Global Certificate are credited as being held in the CMU in accordance with the CMU Rules shall be the only person(s) entitled or in the case of Registered Notes, directed or deemed by the CMU as entitled to receive payments in respect of Notes represented by such Global Note or Global Certificate and the Issuer will be discharged by payment to, or to the order of, such person(s) for whose account(s) interests in such Global Note or Global Certificate are credited as being held in the CMU in respect of each amount so paid. Each of the persons shown in the records of the CMU, as the beneficial holder of a particular nominal amount of Notes represented by such Global Note or Global Certificate must look solely to the CMU for his share of each payment so made by the Issuer in respect of such Global Note or Global Certificate.

Exchange

Temporary Global Notes

Each temporary Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date:

  1. if the relevant Pricing Supplement indicates that such Global Note is issued in compliance with the C Rules or in a transaction to which TEFRA is not applicable (as to which, see "Summary of the Programme - Selling Restrictions"), in whole, but not in part, for the Definitive Notes defined and described below; and
  2. otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in the form set out in the Fiscal Agency Agreement for interests in a permanent Global Note or, if so provided in the relevant Pricing Supplement, for Definitive Notes.
    • 86 -

The CMU may require that any such exchange for a permanent Global Note is made in whole and not in part and in such event, no such exchange will be effected until all relevant account holders (as set out in a CMU Issue Position Report (as defined in the rules of the CMU) or any other relevant notification supplied to the CMU Lodging and Paying Agent by the CMU) have so certified. The CMU may require the issue and deposit of such permanent Global Note with its sub-custodian without permitting the withdrawal of the temporary Global Note so exchanged, although any interests thereon exchanged shall have been properly effected in its records.

The holder of a temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the temporary Global Note for an interest in a permanent Global Note or for Definitive Notes is improperly withheld or refused.

Permanent Global Notes

Each permanent Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date in whole but not, except as provided under "Partial Exchange of Permanent Global Notes" below, in part for Definitive Notes:

  1. if the permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg, the CMU or an Alternative Clearing System and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so; or
  2. if principal in respect of any Notes is not paid when due, by the holder giving notice to the Fiscal Agent or CMU Lodging and Paying Agent (as applicable) of its election for such exchange.

In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shall be issued in Specified Denomination(s) only. A Noteholder who holds a principal amount of less than the minimum Specified Denomination will not receive a Definitive Note in respect of such holding and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Specified Denominations.

Global Certificates

The following will apply in respect of transfers of Notes held in Euroclear, Clearstream, Luxembourg, the CMU or an Alternative Clearing System. These provisions will not prevent the trading of interests in the Notes within a clearing system whilst they are held on behalf of such clearing system, but will limit the circumstances in which the Notes may be withdrawn from the relevant clearing system. Transfers of the holding of Notes represented by any Global Certificate pursuant to Condition 2(b) may only be made in part:

  1. if the relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or
  2. upon or following any failure to pay principal in respect of any Notes when it is due and payable; or
  3. with the consent of the Issuer,

provided that, in the case of the first transfer of part of a holding pursuant to paragraph (i) or

  1. above, the Registered Holder has given the Registrar not less than 30 days' notice at its specified office of the Registered Holder's intention to effect such transfer.

Partial Exchange of Permanent Global Notes

For so long as a permanent Global Note is held on behalf of a clearing system and the rules of that clearing system permit, such permanent Global Note will be exchangeable in part on one or more occasions for Definitive Notes (i) if principal in respect of any Notes is not paid when due or (ii) if so provided in, and in accordance with, the Conditions (which will be set out in the relevant Pricing Supplement) relating to Partly Paid Notes.

- 87 -

Delivery of Notes

On or after any due date for exchange, the holder of a Global Note may surrender such Global Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Fiscal Agent (or, in the case of Notes lodged with the CMU, the CMU Lodging and Paying Agent). In exchange for any Global Note, or the part thereof to be exchanged, the Issuer will (i) in the case of a temporary Global Note exchangeable for a permanent Global Note, deliver, or procure the delivery of, a permanent Global Note in an aggregate nominal amount equal to that of the whole or that part of a temporary Global Note that is being exchanged or, in the case of a subsequent exchange, endorse, or procure the endorsement of, a permanent Global Note to reflect such exchange or (ii) in the case of a Global Note exchangeable for Definitive Notes, deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Notes. In this Offering Circular, "Definitive Notes" means, in relation to any Global Note, the definitive Bearer Notes for which such Global Note may be exchanged (if appropriate, having attached to them all Coupons and Receipts in respect of interest or Instalment Amounts that have not already been paid on the Global Note and a Talon). Definitive Notes will be security printed in accordance with any applicable legal and stock exchange requirements in or substantially in the form set out in the Schedules to the Fiscal Agency Agreement. On exchange in full of each permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes.

The CMU may require the issue and deposit of such permanent Global Note with its sub-custodian without permitting the withdrawal of the temporary Global Note so exchanged, although any interests thereon exchanged shall have been properly effected in its records.

Exchange Date

"Exchange Date" means, in relation to a temporary Global Note, the day falling after the expiry of 40 days after its issue date and, in relation to a permanent Global Note, a day falling not less than 60 days, or in the case of failure to pay principal in respect of any Notes when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Fiscal Agent is located and in the city in which the relevant clearing system is located.

Amendment to Conditions

The temporary Global Notes, permanent Global Notes and Global Certificates contain provisions that apply to the Notes that they represent, some of which modify the effect of the terms and conditions of the Notes set out in this Offering Circular. The following is a summary of certain of those provisions:

Payments

No payment falling due after the Exchange Date will be made on any Global Note unless exchange for an interest in a permanent Global Note or for Definitive Notes is improperly withheld or refused. Payments on any temporary Global Note issued in compliance with the D Rules before the Exchange Date will only be made against presentation of certification as to non-U.S. beneficial ownership in the form set out in the Fiscal Agency Agreement. All payments in respect of Notes represented by a Global Note (except with respect to a Global Note held through the CMU) will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender of that Global Note to or to the order of the Fiscal Agent or such other Paying Agent as shall have been notified to the Noteholders for such purpose. A record of each payment so made will be enfaced on each Global Note, which endorsement will be prima facie evidence that such payment has been made in respect of the Notes.

For the purpose of any payments made in respect of a Global Note, the relevant place of presentation shall be disregarded in the definition of "business day" set out in Condition 7(h) (Non-Business Days).

All payments in respect of Notes represented by a Global Certificate (other than a Global Certificate held through the CMU) will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the Clearing System Business Day immediately prior to the date for payment, where "Clearing System Business Day" means Monday to Friday inclusive except 25 December and 1 January.

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In respect of a Global Note or Global Certificate representing Notes held through the CMU, any payments of principal, interest (if any) or any other amounts shall be made to the person(s) for whose account(s) interests in the relevant Global Note or Global Certificate are credited (as set out the records of the CMU Lodging Agent by the CMU) at the close of business on the Clearing System Business Day immediately prior to the date for payment and, save in the case of final payment, no presentation of the relevant bearer Global Note or Global Certificate shall be required for such purpose.

So long as the Notes are represented by a Global Note or Global Certificate and the Global Note or Global Certificate is held on behalf of a clearing system, the Issuer has promised, inter alia, to pay in respect of such Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by the Global Certificate or Global Certificate.

Prescription

Claims against the Issuer in respect of Notes that are represented by a permanent Global Note will become void unless it is presented for payment within a period of 10 years (in the case of principal) and 5 years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 8).

Meetings

The holder of a permanent Global Note or of the Notes represented by a Global Certificate shall (unless such permanent Global Note or Global Certificate represents only one Note) be treated as being two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, the holder of a permanent Global Note or of the Notes represented by a Global Certificate shall be treated as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. All holders of Registered Notes are entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes comprising such Noteholders holding, whether or not represented by a Global Certificate.

Cancellation

Cancellation of any Note represented by a permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the nominal amount of the relevant permanent Global Note or its presentation to or to the order of the Fiscal Agent (or, in the case of Notes lodged with the CMU, the CMU Lodging and Paying Agent) for endorsement in the relevant schedule of such permanent Global Note or in the case of a Global Certificate, by reduction in the aggregate principal amount of the Certificates in the Register, whereupon the principal amount thereof shall be reduced for all purposes by the amount so cancelled and endorsed.

Purchase

Notes represented by a permanent Global Note may only be purchased by the Issuer, the Guarantor or any of their respective subsidiaries if they are purchased together with the rights to receive all future payments of interest and Instalment Amounts (if any) thereon.

Issuer's Option

Any option of the Issuer provided for in the Conditions of any Notes while such Notes are represented by a permanent Global Note shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the event that any option of the Issuer is exercised in respect of some but not all of the Notes of any Series, the rights of accountholders with a clearing system in respect of the Notes will be governed by the standard procedures of Euroclear, Clearstream, Luxembourg, the CMU or any other clearing system (as the case may be).

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Sun Hung Kai & Co. Limited published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 04:08:04 UTC.

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