Renminbi 2.65% Bonds due Denomination: Rmb 10,000

Transcription

1 The bonds are not equivalent to a time deposit, are unsecured and are not guaranteed. This is an investment product. You should read this offering circular before deciding whether to buy the bonds. You are advised to exercise caution in relation to the offer described in this offering circular. If you are in any doubt about this offering circular, you should obtain independent professional advice. Offering Circular (statutory financial institution organized under the laws of the People s Republic of China) Renminbi 2.65% Bonds due 2013 Denomination: Rmb 10,000 The Export-Import Bank of China, or China Eximbank, is offering its Renminbi 2.65% bonds due The bonds will constitute direct, unconditional, unsecured and unsubordinated obligations of China Eximbank and rank equally with other unsecured and unsubordinated public external indebtedness of China Eximbank. China Eximbank will pay interest on the bonds semi-annually in arrear on June 2, and December 2, of each year, beginning on June 2, Payments of principal and interest in respect of the bonds will be made without deduction or withholding for any present or future taxes imposed by taxing authorities in mainland China unless such deduction or withholding is required by law, in which event, China Eximbank will pay such additional amounts as will result in the payment to you, as investors in the bonds of the amounts which would otherwise have been receivable, had no such deduction or withholding been required. There is no sinking fund for the bonds. Pursuant to the Special Decree of the State Council of China dated March 19, 1994, or the Special Decree, the People s Bank of China, the PRC central bank, is authorized and obligated to provide short-term loans to China Eximbank in the event that China Eximbank experiences any liquidity shortages. However, the obligation of the People s Bank of China to make such loans to China Eximbank does not constitute a guarantee of the bonds and is not enforceable against the People s Bank of China or the PRC government by, and does not confer any right under or in respect of the Special Decree upon, you as an investor in the bonds. The Securities and Futures Commission has, pursuant to Section 105(1) of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) authorized, subject to certain conditions, the issue of this offering circular. Such authorization by the Securities and Futures Commission does not imply its endorsement or recommendation of the bonds. The Securities and Futures Commission takes no responsibility as to the contents of this offering circular, makes 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 offering circular. The bonds have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons. The bonds will not be listed on any stock exchange. The bonds will be issued in bearer form and represented by a global bond held in the Central Moneymarkets Unit Services, or CMU, operated by the Hong Kong Monetary Authority, or HKMA. A sub-custodian nominated by HKMA, as the CMU operator, is the legal holder of the bonds. Your placing bank through which you subscribe for the bonds will arrange to hold the bonds for you in an account at CMU (either its own account or the account of its direct or indirect custodian with CMU). China Eximbank will pay interest and principal on the bonds to CMU and you will have to rely on your placing bank to ensure that payments on your bonds are credited to your account by your placing bank. Any notices China Eximbank give after the issuance of the bonds will be given through CMU, and you will have to rely on your placing bank to ensure that China Eximbank s notices reach you. If China Eximbank defaults on the bonds, you will have to rely on your placing bank to enforce your claims against China Eximbank. Please refer to the section entitled How to Apply for the Bonds How Do I Hold My Bonds? What Must I Rely on My Placing Bank to Do for Me? on page 17 of this offering circular for detailed explanations. Bank of China (Hong Kong) Limited Bank of China (Hong Kong) Limited China Construction Bank (Asia) Corporation Limited Joint Lead Managers and Bookrunners HSBC Placing Banks Bank of Communications Co., Ltd. Hong Kong Branch Chiyu Banking Corporation Limited Standard Chartered Bank (Hong Kong) Limited The Bank of East Asia, Limited Chong Hing Bank Citibank (Hong Kong) Limited CITIC Bank International Limited Dah Sing Bank DBS Bank (Hong Kong) Limited Fubon Bank Hang Seng Bank Limited HSBC Industrial and Commercial Bank of China (Asia) Limited Nanyang Commercial Bank, Limited Public Bank (Hong Kong) Limited Wing Hang Bank, Limited Shanghai Commercial Bank Limited Standard Chartered Bank (Hong Kong) Limited Wing Lung Bank Limited November 5, 2010

2 IMPORTANT You are warned that the market value of the bonds may fluctuate. You should therefore ensure that you understand the nature of the bonds and carefully study the risk warnings set out in this offering circular and, where necessary, seek independent professional advice, before you invest in the bonds. The president, vice presidents, secretary of disciplinary committee and assistant presidents of China Eximbank collectively and individually accept full responsibility for the accuracy of the information contained in this offering circular. They confirm, having made all reasonable enquiries, that to the best of their knowledge and belief this offering circular contains no untrue statement (including a statement which is misleading in the form and context in which it is included and including a material omission). They have made all reasonable enquires to ascertain such facts and to verify the accuracy of such statements. The bonds constitute general unsecured contractual obligations of China Eximbank. If you invest in the bonds, you are relying upon China Eximbank s creditworthiness. China Eximbank s offering circular is also available in Chinese from each placing bank listed on page 15 of this offering circular. For the terms and conditions of the bonds, the English version will prevail, and the Chinese version is only a translation for your reference only. 15 You should rely only on the information contained in this offering circular in making your investment decision. Neither China Eximbank nor any joint lead manager, joint bookrunner, placing bank, market maker, fiscal agent and paying agent participating in this offering has authorized anyone to provide you with any other information. Neither the delivery of this offering circular, nor any offering, sale or delivery made in connection with the issue of the bonds should at any time or in any circumstances imply that the information contained in this offering circular is correct as at any time subsequent to the date of this offering circular or constitute a representation that there has been no change or development reasonably likely to involve a material adverse change in the affairs of China Eximbank since such date. No representation or warranty, express or implied, is made by any joint lead manager, joint bookrunner, placing bank, market maker, fiscal agent and paying agent participating in this offering or any of their affiliates or advisers as to the accuracy or completeness of the information contained in this offering circular, and nothing contained in this offering circular is, or should be, relied upon as a promise or representation by any joint lead manager, joint bookrunner, placing bank, market maker, fiscal agent and paying agent participating in this offering or their affiliates or advisers. No offer or solicitation with respect to the bonds may be made in any jurisdiction or under any circumstances where such offer or solicitation is unlawful or not properly authorized. The distribution of this offering circular and the offering of the bonds in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by China Eximbank and the joint lead managers and bookrunners and placing banks to inform themselves about, and to observe, any such restrictions. Unless otherwise indicated, all references in this offering circular to China or the PRC are to the People s Republic of China; all references to Hong Kong SAR are to the Hong Kong Special Administrative Region of China; all statistical information and references in this offering circular relating to China or mainland China excludes information with respect to Hong Kong SAR, the Macau Special Administrative Region and Taiwan; all references in this offering circular to non-resident enterprise are to any enterprise not resident in mainland China that (1) has not established any offices or premises in mainland China or (2) has established such offices and premises in mainland China but there is no real connection between the capital gains and the offices or premises so established by such enterprise; all references in this offering circular to non-resident individual are to any individual who does not have any domicile and does not reside in mainland China, or any individual who does not have any domicile in mainland China and has resided in mainland China for less than one year. i

3 Unless otherwise indicated, all references in this offering circular to Renminbi or Rmb are to the lawful currency of China; all references to Hong Kong dollar or HK$ are to the lawful currency of Hong Kong SAR; all references to U.S. dollar or US$ are to the lawful currency of the United States of America; all references to Japanese yen or JP are to the lawful currency of Japan; all references to Euro or C= are to the euro, the currency introduced by the European Economic and Monetary Union, pursuant to the Treaty Establishing the European Community, as amended, in the European Union. Solely for your convenience, China Eximbank has translated amounts between different currencies for the purpose of consistent presentation in this offering circular. These translations follow the rates of exchange China Eximbank uses in preparing its accounts as described in Note III(5) to its consolidated financial statements beginning on page F-1. China Eximbank is not making any representation that Renminbi or any other currency referred to in this offering circular could have been or can be converted into any other currency, at any particular rate or at all. China Eximbank s consolidated financial statements beginning on page F-1 of this offering circular were prepared in accordance with the accounting principles and practices which may differ in material respects from generally accepted accounting principles in other jurisdictions. Significant differences between China Eximbank s current accounting policies and the International Financial Reporting Standards are described in the section entitled Significant Differences between PRC Accounting Standards and International Financial Reporting Standards in this offering circular. China Eximbank has made forward-looking statements in this offering circular. The words anticipate, believe, could, estimate, expect, intend, may, plan, forecast, seek, will, would and similar expressions, as they relate to China Eximbank, are intended to identify a number of these forward-looking statements. Forward-looking statements are statements that are not historical facts. These statements are based on China Eximbank s current plans, estimates, assumptions and projections and involve known and unknown developments and factors that may cause China Eximbank s financial condition and results of operations or business environment to be materially different from that expressed or implied by these forward-looking statements. Therefore, you should not place undue reliance on them. Actual results, performance or achievements may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including changes in interest rates, exchange rates, PRC economic, political and social conditions, government fiscal, monetary and other policies as well as prospects of China s continued economic reform. Forward-looking statements speak only as of the date they are made, and China Eximbank undertakes no obligation to update any of them in light of new information or future events. Any discrepancies in any table between totals and sums of amounts listed in the table are due to rounding. ii

4 TABLE OF CONTENTS KEY FACTS STATEMENT... 1 SUMMARY... 6 HOW TO APPLY FOR THE BONDS APPLICATION CHANNELS MORE INFORMATION ABOUT THE BONDS AND THIS OFFERING CIRCULAR RISK FACTORS CAPITALIZATION USE OF PROCEEDS BUSINESS MANAGEMENT DESCRIPTION OF THE BONDS SUMMARY OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM SIGNIFICANT DIFFERENCES BETWEEN PRC ACCOUNTING STANDARDS AND INTERNATIONAL FINANCIAL REPORTING STANDARDS TAXATION OF BONDS GENERAL INFORMATION FINANCIAL ACCOUNTING MATTERS... F-1 TERMS AND CONDITIONS OF THE BONDS... A-1 iii

5 KEY FACTS STATEMENT The following provides you with key information about the bonds and may not contain all the information that may be important to you. You should read and understand the entire offering circular before making your investment decision. Quick Facts about the Bonds Issuer... TheExport-Import Bank of China. Bonds... Renminbi 2.65% Bonds, due Interest Rate % per year. Subscription Period... Subscription Price... 9:00 a.m., November 9, 2010 to 2:00 p.m., November 26, % of the principal amount of bonds (i.e., Rmb 10,000 per bond). Handling Fee % of the principal amount of bonds you purchase, unless waived or reduced by your placing bank. Issue Date... December 2, China Eximbank may decide to close the offer early, or allow more time, without prior notice. China Eximbank also reserves the right to cancel the offer of the bonds at any time on or before the scheduled issue date. Maturity Date... China Eximbank will repay 100% of the principal amount of the bonds on the interest payment date falling on or nearest to December 2, Interest Payment Dates... June 2 and December 2 of each year, beginning June 2, 2011 until the maturity date. Repayment Amount % of the principal amount, if you hold the bonds until maturity. Ranking... Equal with China Eximbank s other general, unsecured and unsubordinated public external indebtedness, with equal liquidation preference with all its general, unsecured and unsubordinated indebtedness, but after creditors of China Eximbank s secured debt or China Eximbank s creditors whose claims are preferred by operation of law. Total Issue Amount... China Eximbank will decide the total principal amount of bonds to be issued in light of investor demand and its funding requirements. The aggregate principal amount (which includes the offering of the bonds to retail investors and the offering of the bonds and other debt securities to institutional and other investors) will not exceed Rmb 5,000,000,000. 1

6 Denomination, Minimum Purchase Amount and Minimum Transfer Amount... Thedenomination of the bonds is Rmb 10,000 per bond and you may buy or sell bonds of Rmb 10,000 or integral multiples of Rmb 10,000 in nominal principal amount. You should be aware that, as an individual investor, the daily maximum amount that you may exchange Renminbi is Rmb 20,000. No Guarantee or Collateral Arrangement. The bonds are not secured on any of China Eximbank s assets or any collateral. The bonds are not guaranteed. You will be relying on the creditworthiness of China Eximbank alone when you invest in the bonds. Listing and Liquidity... Thebonds will not be listed. There may only be a limited trading market for the bonds or no market at all. You should be prepared to hold the bonds to maturity. Governing Law... The bonds, the fiscal agency agreement and other related agreements will be governed by the laws of Hong Kong SAR, except that all matters governing authorization and execution of the bonds, the fiscal agency agreement and other related agreements by China Eximbank will be governed by the PRC laws. What Are the Key Risks of Investing in the Bonds? NOT equivalent to a time deposit; NOT protected under the Hong Kong Deposit Protection Scheme NOR guaranteed by the Hong Kong SAR Government s Exchange Fund Investment involves risks. This is an investment product and is not equivalent to a time deposit. The bonds are not protected under the Hong Kong Deposit Protection Scheme nor guaranteed by the Hong Kong SAR Government s Exchange Fund. The investment decision is yours but you should not invest in the bonds unless the placing bank that sells the bonds to you has explained to you that the bonds are suitable for you according to your financial situation, investment experience and investment objectives. Limited payout and upside The payout under the bonds is limited to the nominal amount of the bonds together with all interest payments payable during the term of the bonds; and the maximum return on the bonds is limited to the interest payments of 2.65% per year. Conversion between Renminbi and foreign currencies, including Hong Kong dollar, subject to PRC regulatory restrictions The PRC government regulates conversion between Renminbi and foreign currencies both in Hong Kong SAR and mainland China, which as a result may affect the liquidity of the bonds. Exchange rate risk and interest rate risk The bonds are denominated in Renminbi and carry a fixed interest rate. The Hong Kong dollar value of your investment will go down if the Renminbi depreciates against the Hong Kong dollar. The value of your investment will also decrease if Renminbi interest rates go up during the term of the bonds. No liquid secondary market The bonds are designed to be held to maturity and have no liquid secondary market. If you try to sell your bonds, you may not be able to find a buyer, or the sale price could be much lower than the amount you invested. 2

7 Credit risks and your maximum loss upon default When you buy the bonds, you will be relying on China Eximbank s creditworthiness alone. The bonds are unsecured and are not guaranteed by anyone. If China Eximbank becomes insolvent or defaults on any of its obligations under the bonds, you can only claim as an unsecured creditor against China Eximbank. In the worst case scenario, you could lose all of your investment. Not covered by Investor Compensation Fund The bonds are not listed on any stock exchange and are not covered by the Investor Compensation Fund. Difficulty in enforcing judgments against China Eximbank China Eximbank is a statutory financial institution organized under the laws of China and substantially all of its assets and operations are located in mainland China. There is uncertainty regarding the recognition and enforcement in mainland China of judgments given by Hong Kong SAR courts. English Version of Terms and Conditions Prevails over Chinese Translation If there is any inconsistency between the Chinese translation of the terms and conditions of the bonds and the English version, the English version will prevail over the Chinese translation. If you do not understand the English version, you should obtain independent professional advice. You Do Not Have Direct Contractual Rights to Enforce the Bonds The bonds will be represented by a global bond and no individual bearer certificates will be issued to you with respect to your holding of the bonds. To assert your rights as an investor in the bonds, you will have to rely on your placing bank to take action on your behalf. If your placing bank fails to take action in accordance with your instructions or it becomes insolvent or defaults on its obligations, you will need to take action against your placing bank in accordance with the terms of arrangement between you and your placing bank. Who Are the Bonds for? The bonds are designed for investors who: wish to invest in Renminbi-denominated bonds providing periodic fixed interest payments and principal repayment in Renminbi at maturity; are looking for a buy-to-hold product and do not need to sell their bonds before maturity for liquidity needs; and understand that when they invest in the bonds, they will be relying on China Eximbank s creditworthiness alone. How Can You Buy the Bonds? What Are the Fees and Charges? You can buy the bonds from any of the placing banks listed on page 15 of this offering circular. Some of the placing banks may allow you to give application instructions for the bonds through internet or by telephone. Please refer to the section entitled Application Channels in this offering circular for details of such facilities and a warning of some of the inherent risks. The placing bank with which you place your order will ask you to fill in its order form and may ask you to make a series of confirmations and acknowledgements such as those set out beginning on page 15 of this offering circular. Your placing bank is required to ensure that you understand and are able to give these confirmations and acknowledgements. When you place your order, you are required to pay to the placing bank the subscription price of the bonds you order (Rmb 10,000 per bond) plus a handling fee, unless such handling fee is waived or reduced by your placing bank. The handling fee is the fee that the placing bank charges for handling your order, calculated as a percentage (0.15%) of the principal amount of the bonds you buy. It is in addition to the subscription price you pay to China Eximbank. Each placing bank will receive a commission of 0.18% of the total principal amount of the bonds allotted to each successful applicant who applied through such placing bank from China Eximbank based on the principal amount of bonds it sold. 3

8 Do You Need a Renminbi Bank Account? You need to have a Renminbi bank account with a placing bank when you subscribe for the bonds. You may also need to accumulate sufficient Renminbi to pay the subscription price and the handling fee (if any). If you are not allotted any bonds or your application is successful only in part, the whole or an appropriate portion of the subscription price will be returned to you by crediting the sum into your Renminbi bank account. If your application is successful, you will need to maintain a Renminbi bank account to receive the principal and interest (payable periodically) under the bonds, which will be paid in Renminbi by China Eximbank and be credited to your Renminbi bank account by your placing bank. When you open a Renminbi bank account or settle Renminbi payments, you may be subject to restrictions which are imposed by People s Bank of China and are currently applicable to Renminbi transactions in Hong Kong SAR. Details of these restrictions are set out beginning on page 16 of this offering circular. You may be subject to further restrictions in dealings in Renminbi in Hong Kong SAR as may be imposed by government authorities of Hong Kong SAR or China from time to time. How Will the Bonds Be Held? The bonds will be represented by a single global bond which China Eximbank will issue in a principal amount equal to the total principal amount of the bonds. The global bond will be deposited for safekeeping with a sub-custodian for CMU, which is a clearing system operated by HKMA. As China Eximbank does not intend to issue individual bearer certificates for the bonds, you must arrange for your placing bank to hold them in a securities or investment account. If you do not have a securities or investment account, you will have to open one with your placing bank before you can buy the bonds. What if the Bonds Are Over-subscribed? China Eximbank intends to allocate at least one bond to every investor who applies. The remaining bonds will then be allocated to investors approximately in proportion to the number of bonds each investor validly applied for. If the bonds are over-subscribed to the extent that China Eximbank cannot even allocate one bond to each applicant, China Eximbank will choose by ballot. What if You Change Your Mind? Is There a Cooling-off Period? You may not revoke your application once you have submitted the order form to your placing bank. There is no cooling-off period. Is There any Market Making Arrangement? China Eximbank has agreed with each placing bank that such placing bank will make a market for the bonds in over-the-counter transactions under a market making agreement. You can contact the placing bank that holds your bonds in your securities or investment account at any time after the issue date to ask for a price at which you can sell your bonds. The market making arrangements do not assure that you will have access to a firm offer price for your bonds in a principal amount which you wish to sell. These banks have agreed with China Eximbank to quote prices, but they may in the future be unable to quote a price or may decide to discontinue this service. Prices obtained by different banks may not be the same. 4

9 What Are the Continuing Disclosure Obligations? During the life of the bonds, China Eximbank will give notice to the investors in the bonds of any changes in the financial condition of, or other circumstances relating to, China Eximbank that could reasonably be expected to materially and adversely affect China Eximbank s ability to meet its obligations under the bonds. Any notices China Eximbank gives after the bonds are issued will be given to the placing banks through the fiscal agent. You will have to rely on your placing bank to forward the notices to you. What Are the Registration and Other Formalities after the Bonds Are Issued? China Eximbank will apply for registration of the bond proceeds with the local branch office of the State Administration of Foreign Exchange within 10 working days of the issue date of the bonds pursuant to the Interim Measures for the Administration of the Issuance of Renminbi Bonds in Hong Kong SAR by Domestic Financial Institutions, or the Interim Measures. In addition, China Eximbank will apply for ratification of each principal or interest payment with the local branch office of the State Administration of Foreign Exchange five working days prior to each principal or interest payment date pursuant to the Interim Measures. For More Information This key facts statement does not contain all the information you need to make an informed investment decision. You must read the entire offering circular before deciding whether to invest in the bonds. You can read copies of certain documents in connection with the issuance of the bonds by going to the offices of the fiscal agent set out below. Its offices are open only during normal business hours and not on Saturdays, Sundays or public holidays. The fiscal agent and principal paying agent: Bank of China (Hong Kong) Limited 25/F, Bank of China Centre Olympian City 11 Hoi Fai Road West Kowloon Hong Kong Phone: (852) ivanmak@bochk.com Website: 5

10 SUMMARY This summary may not contain all the information that may be important to you. You should read the entire offering circular before deciding to invest in the bonds. China Eximbank China Eximbank was established on April 26, 1994 pursuant to the Special Decree of the State Council dated March 19, 1994 as a policy-oriented statutory financial institution under the direct authority and full ownership of the State Council, the highest institution of the PRC government administration. It is the only government export credit agency in mainland China. Pursuant to the Special Decree, China Eximbank operates on an autonomous basis and conducts its activities under the direct leadership of the State Council. China Eximbank is subject to the supervision and direction of the People s Bank of China, the China Banking Regulatory Commission, the Ministry of Finance, the National Development and Reform Commission and the Ministry of Commerce with respect to its business activities. The primary purpose of China Eximbank is to provide policy-oriented financial support for the export and import of capital goods and related services in accordance with the PRC government s industrial and foreign trade policies. China Eximbank aims to supplement commercial financing by absorbing some of the repayment risks that the commercial and private sectors are unable to absorb and by providing financing to PRC exporters and foreign importers when commercial and private financing is not available. China Eximbank may also engage in other lines of business approved by the PRC government. As an instrumentality serving the policy objectives of the PRC government, China Eximbank does not seek to maximize profits, nor is it an aid agency. Rather, it seeks to achieve moderate profitability while preserving capital as mandated in the Special Decree. The Ministry of Finance also provides support to China Eximbank in the form of fiscal subsidies, which are allocated each year in the annual budget of the PRC central government, to compensate China Eximbank for losses incurred in its policy-oriented banking operations. Each year, the Ministry of Finance provides such subsidies in accordance with the relevant PRC central government policy to reflect the total policy-oriented credit operations of China Eximbank as well as its cost of funds. As one of China s policy banks, China Eximbank receives financial support from the PRC government. In addition to contributions to the capital of China Eximbank, the PRC government provides direct and indirect financial support for the business activities of China Eximbank. According to the Special Decree, sources of funds available to China Eximbank include: (a) capital contribution by the PRC government, (b) fiscal subsidies from the Ministry of Finance, (c) issuance of Renminbi-denominated and foreign currency-denominated debt securities in the domestic and international capital markets, (d) short-term loans provided by the People s Bank of China, and (e) borrowings from domestic and foreign financial institutions. However, the financial support to China Eximbank from the PRC government does not constitute a guarantee of the bonds, and is not enforceable against any PRC government entity by, and does not confer any right upon, you as an investor in the bonds. China Eximbank is also a designated on-lending agent for the PRC central government. China Eximbank has on-lent to PRC end-users credits made available to the PRC central government by foreign governments through financial institutions. The PRC government has established an on-lending support fund which can be drawn on by China Eximbank to make payments to the foreign governmental lenders on behalf of the PRC central government before full collection of payments from the PRC end-users. China Eximbank acts as the only designated lending institution for the PRC central government in connection with concessional loans to borrowers in developing countries selected by the PRC government. China Eximbank is protected against any loss in principal with respect to its concessional loan operations by a concessional loan reserve fund established by the PRC government for the exclusive use of China Eximbank. As the lender of these concessional loans on behalf of the PRC government, China Eximbank receives fiscal subsidies from the Ministry of Finance to compensate for any losses in interest receipts and for administrative expenses on such concessional loans. 6

11 At present, China Eximbank has 16 operational branches, namely, the Beijing branch, the Shanghai branch, the Shenzhen branch, the Nanjing branch, the Dalian branch, the Chengdu branch, the Qingdao branch, the Zhejiang branch, the Hunan branch, the Chongqing branch, the Shaanxi branch, the Hubei branch, the Heilongjiang branch, the Guangdong branch, the Yunnan branch and Ningbo branch. China Eximbank also has one domestic representative office located in Fuzhou, and three overseas representative offices, one based in Johannesburg, South Africa, servicing Southern and Eastern Africa, one based in Paris, France, servicing Europe and North Africa and the third based in St. Petersburg, Russia, servicing Russia and East European countries. These branches and offices, located near various project sites, enhance China Eximbank s ability to implement its credit management policy and to improve monitoring of its credit projects. In addition, China Eximbank has maintained agency relationships with 1,099 branches of over 500 domestic and foreign banks in 152 countries and regions. The following table presents summary historical consolidated financial information of China Eximbank as of and for the years ended December 31, 2008 and Since this information is only a summary, you should read the complete consolidated financial statements included under Financial Accounting Matters Report of General Manager (Accounting Department) beginning on page F-1 in this offering circular. This summary does not include any information from the balance sheet of China Eximbank s on-lending operations with respect to central or provincial governmental on-lending borrowers or on-lendings guaranteed by central or provincial governmental agencies, which is accounted for on a stand-alone basis. Such on-lending balance sheet is not consolidated with the balance sheet of China Eximbank. In accordance with the agency arrangements between China Eximbank and the Ministry of Finance, China Eximbank is acting as an agent of the Ministry of Finance in administering these loans. Although China Eximbank is required to front funds toward the payment of the principal, interest and foreign banking charges on behalf of the Ministry of Finance in accordance with the loan agreements between the Ministry of Finance and foreign lenders and related PRC regulations, the agency arrangements expressly provide that China Eximbank has no liability to pay any principal, interest or foreign banking charges with respect to the loans. In its capacity as such on-lending agent, China Eximbank has been fully reimbursed by the Ministry of Finance with respect to all its fronted funds. See Financial Accounting Matters Report of General Manager (Accounting Department) Note VII. Balance Sheet of On-lending Loans of Foreign Governments beginning on page F-28 in this offering circular. For the year ended December 31, (in thousands of Rmb) Consolidated Income Statement Data: Operating Income... 6,335, ,911, Net Interest Income... 3,622, ,498, Interest Income... 22,400, ,737, Interest Expense... 18,778, ,239, Net Fee and Commission Income... 1,823, ,952, Fee and Commission Income.... 1,892, ,003, Fee and Commission Expense... 69, , Investment Profits , , Profits/(Losses) from Fair Value Change , (329,010.49) Other Income/(Losses)... (550,789.43) (107,376.79) Foreign Exchange Profits/(Losses)... (560,511.88) (180,828.98) Other Business Income... 9, , Operating Expenses... 3,707, ,862, Business Tax and Affixation... 1,152, ,175, General and Administrative Expenses , ,029, Impairment Losses on Assets... 1,692, , Other Business Cost... 32,

12 For the year ended December 31, (in thousands of Rmb) Operating Profit.... 2,627, ,049, Add: Non-Operating Revenue , , Less: Non-Operating Expenses... 12, , Profits before income Tax.... 2,825, ,486, Less: Income Tax Expense , , Net Profit... 2,221, ,520, Other Comprehensive Income/(Loss)... (73,292.92) 82, Total Comprehensive Income... 2,148, ,603, Attributable to Equity Holders of China Eximbank... 2,148, ,603, As of December 31, (in thousands of Rmb) Consolidated Balance Sheet Data: Assets Cash and Due from Banks... 76, , Due from Central Bank... 1,489, ,778, Interbank Lendings ,856, ,852, Lending to Banks and Other Financial Institutions ,958, ,611, Derivative Financial Assets... 1,150, , Securities Purchased under Resale Agreements... 1,387, ,805, Accounts Receivable , ,549, Accrued Interest... 2,586, ,415, Other Receivables... 60, , Loans and Advances ,464, ,884, Available-for-Sale Financial Assets... 37,591, ,263, Held-to-Maturity Investment ,110, ,223, Long-term Equity Investments... 1,227, ,895, Fixed Assets , ,139, Construction in Progress , , Disposal of Fixed Assets Intangible Assets... 29, , Long-term Deferred Expense... 76, , Capital for Debt Payment... 19, Deferred Income Tax Assets... 1,758, ,337, Other Assets... 10, , Total Assets ,570, ,137,

13 As of December 31, (in thousands of Rmb) Liabilities Due to Other Banks and Financial Institutions ,120, ,696, Interbank Borrowings ,658, ,221, Derivative Financial Liabilities , , Securities Sold under Repurchase Agreements... 2,791, Due to Customers... 44,182, ,277, Tax Payable , , Interest Payable... 3,770, ,889, Other Account Payable , , Estimated Liabilities... 1,058, ,193, Bonds Payable ,600, ,589, Deferred Income Tax Liabilities , , Other Liabilities... 4,250, ,420, Total Liabilities ,987, ,948, Equity Paid-in Capital... 5,000, ,000, Capital Surplus and Reserves... (71,247.18) 13, Earnings Surplus , , General Risk Reserve.... 3,571, ,571, Undistributed Profit/(Loss)... (1,310,895.69) 1,210, Attributable to Equity Holders of China Eximbank... 7,583, ,188, Total Equity... 7,583, ,188, Total Liabilities and Equity ,570, ,137, Recent Credit Ratings These credit ratings accorded to China Eximbank by rating agencies are not recommendations to purchase, hold or sell the bonds or any securities since such ratings do not comment as to market price or suitability for you. A rating may not remain in effect for any given period of time and may be suspended, reduced or withdrawn entirely by the rating agency in the future if in its judgment circumstances so warrant. If any such rating is so suspended, reduced or withdrawn, China Eximbank are under no obligation to update this offering circular. Moody s Investors Service, Inc. has assigned an A1 senior unsecured debt rating to China Eximbank. Fitch Ratings Inc. has assigned an A+ senior unsecured debt rating to China Eximbank. Standard & Poor s Ratings Group has assigned an A+ long-term foreign issuer credit rating to China Eximbank. You may find China Eximbank s latest credit ratings on its website: The bonds are not rated. Neither has China Eximbank solicited or otherwise induced any rating agency to provide a rating, formal or informal, to the bonds offered by this offering circular. 9

14 Concurrent Offering In addition to offering and selling the bonds to retail investors in Hong Kong SAR, China Eximbank will also offer and sell the bonds and other debt securities to institutional or other investors, whether in Hong Kong SAR or abroad, under arrangements not set forth in this offering circular. Offers of bonds to institutional or other investors may be made on different terms, including a lower issue price, from those available to retail investors as specified in this offering circular. 10

15 The Offering This offering summary highlights information contained elsewhere in this offering circular. It is not complete and does not contain all the information that you should consider before investing in the bonds. You should read this entire offering circular carefully. Issuer... Principal Amount... TheExport-Import Bank of China. China Eximbank will decide the total principal amount of bonds to be issued in light of investor demand and its funding requirements. The aggregate principal amount (which includes the offering of the bonds to retail investors and the offering of the bonds and other debt securities to institutional and other investors) will be up to Rmb 5,000,000,000. Interest Rate % per year. Subscription Period... 9:00 a.m., November 9, 2010 to 2:00 p.m., November 26, Subscription Price % of the principal amount of bonds. Handling Fee... Issue Date % of the principal amount of bonds you purchase, unless waived or reduced by your placing bank. This is the fee you pay the placing bank which handles your order. It is in addition to the subscription price you pay to us. December 2, China Eximbank may decide to close the offer early, or allow more time, without prior notice. China Eximbank also reserves the right to cancel the offer of the bonds at any time on or before the scheduled issue date. Maturity Date... China Eximbank will repay 100% of the principal amount of the bonds on the interest payment date falling on or nearest to December 2, Interest Payment Dates... June 2 and December 2 of each year, beginning June 2, 2011 until the maturity date. If any of the interest payment dates is not a business day in Hong Kong SAR or Beijing, China Eximbank will make the interest payment on the next day that is a business day, unless the next business day would fall into the next calendar month in which event it will be brought forward to the immediately preceding business day. Redemption or Sinking Fund... None. China Eximbank may not redeem the bonds until their maturity. Form... Denomination and Minimum Purchase and Transfer Amount.... Global bond in bearer form, representing the aggregate principal amount of the bonds, deposited on the issue date of the bonds with a sub-custodian of CMU. Thedenomination of the bonds is Rmb 10,000 and you may buy or sell bonds of Rmb 10,000 or integral multiples of Rmb 10,000 in nominal principal amount. You should be aware that, as an individual investor, the daily maximum amount that you may exchange Renminbi is Rmb 20,

16 Ranking... Equal with China Eximbank s other general, unsecured and unsubordinated public external indebtedness, with equal liquidation preference with all its general, unsecured and unsubordinated indebtedness. The term public external indebtedness includes its borrowings and guarantees for money borrowed having an original maturity of more than one year which may be quoted, listed or traded on any securities market as securities outside mainland China. Such public external indebtedness does not include amounts owed to financial institutions in mainland China. As of December 31, 2009, the principal amount of China Eximbank s public external indebtedness outstanding was approximately US$2.6 billion. As of December 31, 2009, China Eximbank had aggregate borrowings overseas with maturities of or over 365 days, including its public external indebtedness, of approximately US$2.6 billion. Listing... None. Limitation on Other Indebtedness... No Credit Support... Negative Pledge... None. The bonds are not guaranteed by China. The PRC central bank, the People s Bank of China, is obligated under the Special Decree to make short-term loans in the event China Eximbank experiences any liquidity shortages. However, this does not constitute a guarantee from the People s Bank of China or the PRC government, and you, as an investor in the bonds, do not have any rights against the People s Bank of China or the PRC government in respect of this support obligation. China Eximbank will not secure any other public external indebtedness unless it also secures the bonds on the same terms. Events of Default... China Eximbank fails to pay any amount of principal or interest in respect of the bonds and the continuance of such failure for 30 days; or China Eximbank defaults in the performance or observance of any of its other obligations under the bonds or the fiscal agency agreement and such default remains unremedied for 60 days following receipt by China Eximbank of written notice from investors in the bonds with an aggregate principal amount of not less than 10% of the outstanding bonds requiring it to remedy such failure; or 12

17 China Eximbank defaults in the payment of principal or interest in excess of US$25,000,000 (or its equivalent in any other currency or currencies) payable (whether upon maturity, acceleration or otherwise) in connection with its public external indebtedness (other than that represented by the bonds), and the failure of China Eximbank to pay or validly reschedule (with the consent of the holders of such public external indebtedness) the payment of such public external indebtedness within 30 days of the date on which such payment has become due (including any applicable days of grace); or an order is issued or any other action is taken by appropriate authorities of or in China for the dissolution or merger or consolidation of China Eximbank (except where China Eximbank is the continuing entity) or for the transfer or assignment of the whole or a material part of its assets (except, in either case, where all the obligations of China Eximbank under the bonds then outstanding are legally assumed by another agency designated by the State Council; provided that (i) such agency is a solvent financial institution organized and existing under the laws of China, (ii) such agency is controlled, directly or indirectly, by China, (iii) such agency assumes in writing all the obligations of China Eximbank under the bonds, and (iv) immediately after giving effect to such transaction no event of default or event or condition that, with the giving of notice or the lapse of time or both, would become an event of default has occurred and is continuing); or the PRC government ceases to own at least 51% of China Eximbank; or unless the PRC central government fully guarantees or otherwise assumes the indebtedness and all obligations of China Eximbank evidenced by the bonds and under the fiscal agency agreement, the People s Bank of China (or the successor central bank of China) ceases or fails to provide the liquidity support stipulated in the Special Decree as in effect as of the issue date of the bonds or the Special Decree (i) is modified in a manner which prejudices the rights of the investors in the bonds or (ii) ceases to be valid or effective unless it is replaced by such enactment or legislation which is not prejudicial to the rights of the investors in the bonds. Upon the occurrence and during the continuation of any event of default, each investor in the bonds may declare the principal of its bonds due and payable immediately by written demand given to China Eximbank and the fiscal agent unless, prior to the receipt of that demand by the fiscal agent, all defaults have been cured. 13

18 Use of Proceeds... Further Issuances... Fiscal Agent and Principal Paying Agent... Notices.... China Eximbank intends to use the net proceeds from the sale of the bonds to fund Renminbi-denominated export credits extended by China Eximbank and for general corporate purposes. China Eximbank may from time to time, without the consent of the investors in the bonds, create and issue further bonds having the same terms and conditions as the bonds in all respects, except for the issue date, issue price and the first payment of interest thereon. Additional bonds issued in this manner will be consolidated with and will form a single series with the bonds. Bank of China (Hong Kong) Limited. Solong as the bonds are represented by a global bond and the global bond is held by or on behalf of CMU, notices required to be given to the investors in the bonds may be delivered to persons shown in the CMU instrument position report as holding interests in the global bond. So long as any of the bonds in the form of individual definitive certificates remains outstanding, any holder of such bonds or related coupons may deliver any notice to China Eximbank relating to the bonds or coupons through the fiscal agent. So long as the bonds are represented by a global bond and the global bond is held by or on behalf of CMU, you as an investor in the bonds must deliver your notice to China Eximbank or the fiscal agent through the placing bank with whom you maintain your beneficial ownership in the global bond. You should inquire with your placing bank with respect to the ways you may communicate with China Eximbank or the fiscal agent. Governing Law... The bonds, the fiscal agency agreement and other related agreements will be governed by the laws of Hong Kong SAR, except that all matters governing authorization and execution of the bonds, the fiscal agency agreement and other related agreements by China Eximbank shall be governed by the PRC laws. 14

19 HOW TO APPLY FOR THE BONDS Where Can I Buy Bonds? You can buy bonds from any of the placing banks listed below. Call a hotline to find out more or get a list of branches where you can place your order for bonds offered by China Eximbank. PLACING BANKS Hotline Bank Number Bank of China (Hong Kong) Limited Bank of Communications Co., Ltd. Hong Kong Branch The Bank of East Asia, Limited China Construction Bank (Asia) Corporation Limited Chiyu Banking Corporation Limited Chong Hing Bank Limited Citibank (Hong Kong) Limited CITIC Bank International Limited Dah Sing Bank, Limited DBS Bank (Hong Kong) Limited Fubon Bank (Hong Kong) Limited Hang Seng Bank Limited The Hongkong and Shanghai Banking Corporation Limited Industrial and Commercial Bank of China (Asia) Limited Nanyang Commercial Bank, Limited Public Bank (Hong Kong) Limited Shanghai Commercial Bank Limited Standard Chartered Bank (Hong Kong) Limited Wing Hang Bank, Limited Wing Lung Bank Limited You may find further information on application channels for the bonds in the section entitled Application Channels in this offering circular. Do I Need an Application Form? You do not need an application form. China Eximbank will not issue an application form for the bonds. The placing bank with which you place your order will ask you to fill in its order form and to make a series of confirmations and acknowledgements, including that you have read and understood this offering circular. Your placing bank should be able to explain to you how the bonds work and answer your questions. What Confirmations Do I Have to Make? When you apply to buy any bonds (whether in person, over the telephone or through the internet), your placing bank will require you to confirm for its benefit and the benefit of China Eximbank that: you agree to accept the bonds you have applied for or any lesser number allotted to you; you authorize your placing bank to which you give your application instructions to credit any bonds allotted to you to your investment account with it and you understand that no certificates of title will be available for your bonds and your interest in your bonds is in book-entry form only; 15