DEVELOPMENT BANK CORPORATION (a joint stock company incorporated under the laws of the People s Republic of China with limited liability)

Transcription

1 CHINA DEVELOPMENT BANK CORPORATION (a joint stock company incorporated under the laws of the People s Republic of China with limited liability) US$1,,000,000, per cent. Notes due 2020 (to be consolidated and form a single series with the U.S.$1,000,000, per cent. Notes due 2020 on 9 October 2015) (the USD Notes ) EUR1,000,000, per cent. Notes due 2018 (to be consolidated and form a single series with the EUR500,000, per cent. Notes due 2018 issued onn 9 October 2015) (the EUR Notes ) Issue Price for the USD Notes: per cent. plus accrued interest from 9 October 2015 Issue Price for the EUR Notes: per cent. plus accrued interest from 9 October 2015 These listing particulars (the Listing Particulars ) are prepared in connection with the issue of US$ $1,000,000, per cent. notes due 2020 (the USD Notes ) and EUR1,000,000, per cent. notes due 2018 (thee EUR Notes, together with the USD Notes, the Notes ) by China Development Bank Corporation (the Issuer ). The Notes are issued on 3 February 2016 ( Issue Date ). The USD Notes will be consolidated and form a single series with the U.S.$1,000,000, per cent Notes due 2020 issued on 9 October 2015 and thee EUR Notes will be consolidated and form a single series with the EUR500,000, per cent. Notes due 2018 issued on 9 October The Notes willl however only be so consolidated not earlier than 40 days after the Issue Date and upon certification as to non-u.s. beneficial ownership. Pending such consolidation, the Notes will have temporary ISIN and Common Codes separatee from those applicable to the alreadyy issued notes. These particulars constitute listing particulars for the purposes of complying with Section 74 of the Financial Services and Markets Act 2000 (the FSMA ). References in these Listing Particulars to Notes being listed (and all related references) shall mean that such Notes have been admittedd to the Official List. The Issuer accepts responsibility for the information n contained in thesee Listing Particulars. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. Application has been made to the Financial Conduct Authority in its capacity as competent authority ( the UK Listing Authority ) under the FSMA for the Notes to be admitted to the official list (the Official List ) of the UK Listing Authority and to be admitted to trading on the Professional Securities Market ( PSM ) of the London Stock Exchange plc. The PSM is not a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). This application for listing of the Notes relates to the entire classes of Notes to be issued. The Issuer is duly incorporated under the laws of the PRC and operates in conformity with its constitution. The Notes conform with the laws of the PRC and are duly authorised according to the requirements of the Issuer s constitution. All necessary statutory and other consents have been obtained. The Notes have not been and will not be registered under the United States Securitieses Act of 1933, as amended (the Securities Act ), and may not be offered, sold, pledged or transferred within the United States or to, or for thee account or benefit of U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being offered only to non- restrictions on offers and sales of the Notes and the distribution of the Listing Particulars, see Subscription and Sale. U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. For a description of thesee and certain further Moody s Investor Service, Inc. ( Moody s ) and Standard & Poor s Ratings Services ( S&P ) have respectively assigned a rating of Aa3 and AA- to the RMB30,000,000,000 Debt Issuance Programme. Each of Moody ss and S&P is not established in the EU but is certified under Regulation (EC) No 1060/2009 (the CRA Regulation ). Prospective investors should have regard to the factors described under the section headed Risk Factors in these Listing Particulars. Joint Lead Managers with respect too the USD Notes Bank of KGI Asia CCB International ICBCC ABC International Communications Co.,, Ltd. Hong Kong Branch Standard J.P. Morgan HSBC Mizuho Securities Bank of China Chartered Bank Joint Lead Managers with respect too the EUR Notes ICBC CCB (Europe) Bank of Deutsche Bank Bank of China Crédit Agricole Communications CIB Co., Ltd. Hong Kong Branch The date of these Listing Particulars is 29 January 2016.

2 IMPORTANT NOTICES Each series of the Notes will be issued in registered form and represented by a temporary global certificate which will be registered in the name of a nominee of, and shall be deposited on or about the Issue Date with, a common depositary for Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking, S.A. ( Clearstream, Luxembourg ). Not earlier than 40 days after the Issue Date and upon certification as to non-u.s. beneficial ownership., each temporary global certificate shall be exchanged for interests in a replacement global certificate representing the respective series of Notes, to be registered in the name of a nominee of, and to be deposited with, a common depositary for Euroclear and Clearstream Luxembourg. The temporaray global certificates and the replacement global certficates are, together, the Global Certificates. Interests in the Global Certificates will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. Except as described herein, definitive certificates will not be issued in exchange for interests in the Global Certificates. The Notes constitute freely transferable securities.

3 TABLE OF CONTENTS Page No DOCUMENTS INCORPRATED BY REFERENCE... 1 RISK FACTORS... 2 USE OF PROCEEDS... 2 AMENDMENTS AND UPDATES TO THE OFFERING CIRCULAR... 2 INFORMATION RELATING TO THE NOTES... 5 PRICING SUPPLEMENT... 6 PRICING SUPPLEMENT SUBSCRIPTION AND SALE GENERAL INFORMATION i

4 DOCUMENTS INCORPRATED BY REFERENCE These Listing Particulars should be read and construed in conjunction with (i) the audited consolidated financial statements of the Issuer as at and for the year ended 31 December 2013 (the 2013 Annual Report ), audited by Deloitte Touche Tohmatsu CPA LLP, together with the audit report thereon (which appear at pages 140 to 194 (inclusive) of the 2013 Annual Report), (ii) the Issuer s Listing Particulars dated 30 September 2015 (the 2015 Listing Particulars ), both have been previously published and filed with the FCA. Such documents shall be incorporated in, and form part of, these Listing Particulars, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of the Listing Particulars to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of these Listing Particulars. Those parts of the documents incorporated by reference in these Listing Particulars which are not specifically incorporated by reference in these Listing Particulars are either not relevant for prospective investors in the Notes or the relevant information is included elsewhere in these Listing Particulars. For the avoidance of doubt, any documents themselves incorporated by reference in the documents incorporated by reference in these Listing Particulars shall not form part of these Listing Particulars. Copies of all such documents which are incorporated by reference in, and to form part of, these Listing Particulars will be available free of charge during usual business hours on any weekday (Saturdays and public holidays excepted) at the registered office of the Fiscal Agent and Paying Agent at 20 Pedder Street, Central, Hong Kong SAR. The 2015 Listing Particulars is available free of charge at the following website: The 2013 Annual Report is available free of charge at the following website: Any documents or information themselves incorporated by reference in, or cross-referred to in, the documents incorporated by reference in these Listing Particulars shall not form part of these Listing Particulars. Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in these Listing Particulars. 1

5 RISK FACTORS Please see the risk factors set out in the section entitled Risk Factors of the Offering Circular dated 18 September 2015 (set out in Annex A of the 2015 Listing Particulars). The risk factor disclosure encompasses all known material or principal risks relevant to the Issuer and Notes to be issued. USE OF PROCEEDS The Issuer intends to use the net proceeds from the sale of the Notes for general corporate purposes. AMENDMENTS AND UPDATES TO THE OFFERING CIRCULAR Please note the following updates that should be read in conjunction with the Offering Circular dated 18 September 2015 which is set out in Annex A of the 2015 Listing Particulars (the Offering Circular ). I. DESCRIPTION OF THE BANK SECTION The Bank has opened another representative office in London in October 2015,increasing the number of representive offices of Bank from four to five. Any references in the Offering Circular to the representative offices of the Bank shall mean the five representative offices in Cairo, Moscow, Rio de Janeiro, Caracas and London. In addition, CDB Development Fund Ltd has become one of the major subsidiaries of the Bank. Any reference to major subsidaries of the Bank in the Offering Circular shall mean CDB Capital, China Development Bank Securities Co., Ltd., CDB Leasing Co., Ltd., China-Africa Development Fund, CDB Development Fund Ltd and 15 village banks. In particular, please note the following when reading the Offering Circular. 1. The following sentences - We are headquartered in Beijing, China and currently have 38 branch offices in China (including one in Hong Kong SAR) and four representative offices in Cairo, Moscow, Rio de Janeiro and Caracas. Our major subsidiaries include China Development Bank Capital Co., Ltd. ( CDB Capital ), China Development Bank Securities Co., Ltd., CDB Leasing Co., Ltd., China-Africa Development Fund and 15 village banks. which is in the sections entitled Summary of China Development Bank Corporation (on page A-1 of the 2015 Listing Particulars) and Description of the Bank Overview (on page A-48 of the 2015 Listing Particulars), shall not be incorporated into these Listing Particulars. Instead, the following applies: We are headquartered in Beijing, China and currently have 38 branch offices in China (including one in Hong Kong SAR) and five representative offices in Cairo, Moscow, Rio de Janeiro, Caracas and London. Our major subsidiaries include China Development Bank Capital Co., Ltd. ( CDB Capital ), China Development Bank Securities Co., Ltd., CDB Leasing Co., Ltd., China-Africa Development Fund, CDB Development Fund Ltd and 15 village banks. 2. The following sentence - 2

6 Day-to-day administration of our lending activities and the monitoring of our loan portfolios are performed by our 38 local branches and four representative offices organised along geographical lines covering the entire nation. which is in the section entitled Description of the Bank Risk Management -Loan Evaluation and Monitoring (on page A-61 of the 2015 Listing Particulars), shall not be incorporated into these Listing Particulars. Instead, the following applies: Day-to-day administration of our lending activities and the monitoring of our loan portfolios are performed by our 38 local branches and five representative offices organised along geographical lines covering the entire nation. 3. The following sentence - We also have representative offices in Cairo, Moscow, Rio de Janeiro and Caracas. which is in the section entitled Description of the Bank-Subsidiaries, Branches and Representative Offices (on page A-66 of the 2015 Listing Particulars), shall not be incorporated into these Listing Particulars. Instead, the following applies: We also have representative offices in Cairo, Moscow, Rio de Janeiro, Caracas and London. 4. The following sentence - Our major subsidiaries are CDB Capital, China Development Bank Securities Co., Ltd., CDB Leasing Co., Ltd., China-Africa Development Fund and 15 village banks." which is in the section entitled Description of the Bank-Subsidiaries, Branches and Representative Offices (on page A-66 of the 2015 Listing Particulars), shall not be incorporated into these Listing Particulars. Instead, the following applies: Our major subsidiaries are CDB Capital, China Development Bank Securities Co., Ltd., CDB Leasing Co., Ltd., China-Africa Development Fund, CDB Development Fund Ltd and 15 village banks." II. CORPORATE GOVERNANCE AND MANAGEMENT SECTION There are the following changes to the senior management team of the Bank since September Mr. Li Jiping and Mr. Zhao Xiaoyu are no longer members of the senior management team of the Bank; and Ms. Ding Xiangqun (born in June 1965) has joined the Bank as a vice president. 1. All biographical information relating to Mr. Li Jiping and Mr. Zhao Xiaoyu in the Offering Circular, not be incorporated into these Listing Particulars. In particular from - the section entitled Corporate Governance and Management Senior Management (page A-77 of the 2015 Listing Particulars); and the section entitled Corporate Governance and Management Management Biographical Information- Supervisors (page A-82 of the 2015 Listing Particulars). 2. The following information relating to Ms. Ding Xiangqun shall be incorporated after the information relating to Mr. Yuan Li in the table of information for members of the senior management team which is to be found in the section entitled Corporate Governance and Management Senior Management (pages A-77 of the 2015 Listing Particulars) 3

7 Senior management members Date of Birth Position Ms. Ding Xiangqun June 1965 Vice President 3. The following information relating to Ms. Ding Xiangqun shall be incorporated after the biographical information of Mr. Yuan Li which is to be found in the section entitled Corporate Governance and Management Management Biographical Information- Supervisors (page A-82 of the 2015 Listing Particulars) Ms. Ding Xiangqun vice president. Ms. Ding is our vice president. Ms. Ding served many roles in Bank of China Limited, including as deputy general manager of the Corporate Business Department and Human Resources Department, vice president of the Zhejiang branch and president of the Ningbo branch, and general manager of the Human Resources Department and president of the Corporate Finance Department of its head office. Ms. Ding also worked as deputy general manager of China Taiping Insurance Group Ltd. Ms. Ding received a master s degree in monetary banking from Renmin University of China. 4

8 INFORMATION RELATING TO THE NOTES LISTING (i) Admission to trading Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Professional Securities Market of the London Stock Exchange with effect from 4 February (ii) Estimate of total expenses related to admission to trading: 7,250 1 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in the Offering Circular under the heading Subscription and Sale, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. 2 YIELD Indication of yield: USD Notes: per cent. EUR Notes: per cent. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 3 GOVERNING LAW The Notes and any non-contractual obligations arising out of or in connection with them will be governed by, and shall be construed in accordance with, English law. Please see Pricing Supplement 28 Other terms or special conditions for details. 5

9 PRICING SUPPLEMENT The section Pricing Supplement in the 2015 Listing Particulars shall not be incorporated into these Listing Particulars. Instead, please note the following: China Development Bank Corporation Issue of US$1,000,000, per cent. Notes due 2020 (the New USD Notes ) (to be consolidated and form a single series with the U.S.$1,000,000, per cent. Notes due 2020 issued on 9 October 2015) (the Original USD Notes, and together with the New USD Notes, the USD Notes ) under the RMB30,000,000,000 Debt Issuance Programme The document constitutes the Pricing Supplement relating to the issue of the USD Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the Conditions ) set forth in the Offering Circular dated 18 September 2015 (set out in Annex A of the 2015 Listing Particulars). This Pricing Supplement contains the final terms of the USD Notes and must be read in conjunction with such Offering Circular. 1 Issuer: China Development Bank Corporation 2 (i) Series Number: 016 (ii) Tranche Number: 002 (iii) Date of Consolidation: 14 March 2016 (40 days after the Issue Date) (iv) Consolidation Condition Temporary Global Certificate for the New USD Notes (with the temporary ISIN) will be exchangeable on or after the Date of Consolidation, upon certification as to non-u.s. beneficial ownership, for interests in a permanent Global Certificate (with the ISIN of the Original USD Notes). 3 Specified Currency: U.S. Dollar 4 Aggregate Nominal Amount: (i) Series US$2,000,000,000 (ii) Tranche US$1,000,000,000 5 Issue Price: per cent. of the Aggregate Nominal Amount plus accrued interest from 9 October 2015 to, but excluding, the Issue Date 6 (i) Specified Denominations: (ii) Calculation Amount US$1,000 7 (i) Issue Date: 3 February 2016 (ii) Interest Commencement Date: US$200,000 and integral multiples of US$1,000 in excess thereof 9 October Maturity Date: 9 October Interest Basis: 2.50 per cent. Fixed Rate (further particulars specified below) 10 Redemption/Payment Basis: Redemption at par 11 Change of Interest or Not Applicable Redemption/Payment Basis: 12 Put/Call Options: Not Applicable 13 Listing: Application has been made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (the UK Listing Authority ) for the USD Notes to be admitted to the official list of the UK Listing Authority. Application will be made to the London Stock Exchange 6

10 14 Dates of Board and shareholder approvals for the issuance of USD Notes obtained: 15 Method of distribution: Syndicated Provisions Relating to Interest (If Any) Payable plc (the London Stock Exchange ) for such USD Notes to be admitted to trading on the London Stock Exchange s Professional Services Market (the PSM ). The PSM is not a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments Resolutions of the Board of Directors dated 5 May 2015 and 21 September 2015 and Shareholders Resolutions dated 28 May 2015 and 1 December 2015, respectively. 16 Fixed Rate Note Provisions Applicable (i) Rate of Interest: 2.50 per cent. per annum payable semiannually in arrear (ii) Interest Payment Date(s): 9 October and 9 April in each year (iii) Fixed Coupon Amount(s): (Applicable to Notes in US$12.5 per Calculation Amount definitive form) (iv) Broken Amount: (Applicable to Notes in definitive Not Applicable form) (v) Day Count Fraction (Condition 5(h)): 30/360 (vi) Determination Date(s) (Condition 5(h)): Not Applicable (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: Not Applicable 17 Floating Rate Note Provisions Not Applicable 18 Zero Coupon Note Provisions Not Applicable Provisions relating to Redemption 19 Call Option Not Applicable 20 Put Option Not Applicable 21 Final Redemption Amount of each USD Note US$1,000 per Calculation Amount 22 Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): General Provisions Applicable to the Notes US$1,000 per Calculation Amount 23 Form of USD Notes Registered Notes: Temporary Global Certificate for the New USD Notes, upon certification as to non-u.s. beneficial ownership, together with Global Certificate for the Original USD Notes are exchangeable on or after the Date of Consolidation for a permanent Global Certificate for the USD Notes. Such permanent Global Certificate for the USD Notes is exchangeable for definitive Certificates in the limited circumstances described in the permanent Global Certificate 24 Additional Financial Centre(s) (Condition 7(h)) or other special provisions relating to payment dates: Hong Kong 7

11 25 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 26 Redenomination, renominalisation and reconventioning provisions: No Not Applicable 27 Consolidation provisions: Condition 13 Applicable 28 Other terms or special conditions: Condition 15(a) is not applicable to the USD Notes and shall be replaced by the following: The USD Notes or Notes and any noncontractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law. The following shall be added after Condition 15 as a new Condition 16: Contracts (Rights of Third Parties) Act 1999 No person shall have any right to enforce any term or condition of the USD Notes or Notes under the Contracts (Rights of Third Parties) Act In respect of the USD Notes or Notes, the Deed of Covenant dated December 16, 2014 executed by the Issuer and China Development Bank Corporation Hong Kong Branch shall not apply. References to the Deed of Covenant in the Conditions shall be construed as references to the Deed of Covenant dated October 9, 2015 as amended and supplemented by the supplemental deed of covenant executed by the Issuer on or about the Issue Date in respect of the Notes only. Distribution 29 (i) If syndicated, names of Managers: Bank of Communications Co., Ltd. Hong Kong Branch, KGI Asia Limited, CCB International Capital Limited, Industrial and Commercial Bank of China (Asia) Limited, ABCI Securities Company Limited, Standard Chartered Bank, J.P. Morgan Securities plc, The Hongkong and Shanghai Banking Corporation Limited, Mizuho Securities Asia Limited, BOCI Asia Limited and Bank of China (Hong Kong) Limited (together the Joint Lead Managers, each a Joint Lead Manager ) (ii) Stabilising Manager (if any): Any relevant Manager 30 If non-syndicated, name and address of Dealer: Not Applicable 31 U.S. Selling Restrictions: Reg. S Category 2; TEFRA Not Applicable. However, certification as to non-u.s. beneficial ownership is required when the temporary Global Certificate is exchangeable for interests in a permanent Global Certificate on or after the Date of Consolidation. 32 Additional selling restrictions: Not Applicable Operational Information 33 Temporary ISIN Code until the consolidation of the New USD Notes with the Original USD Notes: ISIN Code from the consolidation of the New USD Notes with the Original USD Notes: XS XS Temporary Common Code until the consolidation of

12 the New USD Notes with the Original USD Notes: Common Code from the consolidation of the New USD Notes with the Original USD Notes: CMU Instrument Number: Not Applicable 36 Any clearing system(s) other than Euroclear, Clearstream, Luxembourg and the CMU Service and the relevant identification number(s): Not Applicable 37 Delivery: Delivery against payment 38 Additional Paying Agent(s) (if any): Not Applicable General 39 The aggregate principal amount of Notes issued has RMB6,579,700,000 been translated into RMB at the rate of RMB : USD1.00, producing a sum of (for Notes not denominated in RMB): 40 Ratings: Moody s: Aa3 / S&P: AA- Stabilisation In connection with this issue, any relevant Joint Lead Manager (the Stabilising Manager ) (or persons acting on behalf of any Stabilising Manager) may over-allot USD Notes or effect transactions with a view to supporting the market price of the USD Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will 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 USD Notes is made and, if begun, may be discontinued at any time, and must be brought to an end after a limited period. 9

13 PRICING SUPPLEMENT China Development Bank Corporation Issue of EUR1,000,000, per cent. Notes due 2018 (the New EUR Notes ) (to be consolidated and form a single series with the EUR500,000, per cent. Notes due 2018 issued on 9 October 2015) (the Original EUR Notes, and together with the New EUR Notes, (the EUR Notes ) under the RMB30,000,000,000 Debt Issuance Programme The document constitutes the Pricing Supplement relating to the issue of the EUR Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the Conditions ) set forth in the Offering Circular dated 18 September 2015 (set out in Annex A of the 2015 Listing Particulars). This Pricing Supplement contains the final terms of the EUR Notes and must be read in conjunction with such Offering Circular. 1 Issuer: China Development Bank Corporation 2 (i) Series Number: 017 (ii) Tranche Number: 002 (iii) Date of Consolidation: 14 March 2016 (40 days after the Issue Date) (iv) Consolidation Condition Temporary Global Certificate for the New EUR Notes (with the temporary ISIN) will be exchangeable on or after the Date of Consolidation, upon certification as to non-u.s. beneficial ownership, for interests in a permanent Global Certificate (with the ISIN of the Original EUR Notes). 3 Specified Currency: Euro 4 Aggregate Nominal Amount: (i) Series EUR1,500,000,000 (ii) Tranche EUR1,000,000,000 5 Issue Price: per cent. of the Aggregate Nominal Amount plus accrued interest from 9 October 2015 to, but excluding, the Issue Date 6 (i) Specified Denominations: EUR100,000 and integral multiples of EUR1,000 in excess thereof (ii) Calculation Amount EUR1,000 7 (i) Issue Date: 3 February 2016 (ii) Interest Commencement Date: 9 October Maturity Date: 9 October Interest Basis: per cent. Fixed Rate (further particulars specified below) 10 Redemption/Payment Basis: Redemption at par 11 Change of Interest or Not Applicable Redemption/Payment Basis: 12 Put/Call Options: Not Applicable 13 Listing: Application has been made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (the UK Listing Authority ) for the EUR Notes to be admitted to the official list of the UK Listing Authority. Application will be made to the London Stock Exchange plc (the London Stock Exchange ) for such EUR Notes to be admitted to trading on the London Stock Exchange s Professional Services Market (the PSM ). The PSM is not a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in 10

14 14 Dates of Board and shareholder approvals for the issuance of EUR Notes obtained: financial instruments 15 Method of distribution: Syndicated Provisions Relating to Interest (If Any) Payable Resolutions of the Board of Directors dated 5 May 2015 and 21 September 2015 and Shareholders Resolutions dated 28 May 2015 and 1 December 2015, respectively 16 Fixed Rate Note Provisions Applicable (i) Rate of Interest: per cent. per annum payable annually in arrear (ii) Interest Payment Date(s): 9 October in each year (iii) Fixed Coupon Amount(s): (Applicable to Notes in EUR8.75 per Calculation Amount definitive form) (iv) Broken Amount: (Applicable to Notes in definitive form) Not Applicable (v) Day Count Fraction (Condition 5(h)): Actual/Actual-ICMA (vi) Determination Date(s) (Condition 5(h)): Not Applicable (vii) Other terms relating to the method of calculating interest Not Applicable for Fixed Rate Notes: 17 Floating Rate Note Provisions Not Applicable 18 Zero Coupon Note Provisions Not Applicable Provisions relating to Redemption 19 Call Option Not Applicable 20 Put Option Not Applicable 21 Final Redemption Amount of each EUR Note EUR1,000 per Calculation Amount 22 Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): General Provisions Applicable to the Notes EUR1,000 per Calculation Amount 23 Form of EUR Notes Registered Notes: Temporary Global Certificate for the New EUR Notes, upon certification as to non-u.s. beneficial ownership, together with Global Certificate for the Original EUR Notes are exchangeable on or after the Date of Consolidation for a permanent Global Certificate for the EUR Notes. Such permanent Global Certificate for the EUR Notes is exchangeable for definitive Certificates in the limited circumstances described in the permanent Global Certificate 24 Additional Financial Centre(s) (Condition 7(h)) or other special provisions relating to payment dates: 25 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 26 Redenomination, renominalisation and reconventioning provisions: Hong Kong No Not Applicable 11

15 27 Consolidation provisions: Condition 13 Applicable 28 Other terms or special conditions: Condition 15(a) is not applicable to the EUR Notes and shall be replaced by the following: Distribution The EUR Notes or Notes 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. The following shall be added after Condition 15 as a new Condition 16: Contracts (Rights of Third Parties) Act 1999 No person shall have any right to enforce any term or condition of the EUR Notes or Notes under the Contracts (Rights of Third Parties) Act In respect of the EUR Notes or Notes, the Deed of Covenant dated December 16, 2014 executed by the Issuer and China Development Bank Corporation Hong Kong Branch shall not apply. References to the Deed of Covenant in the Conditions shall be construed as references to the Deed of Covenant dated October 9, 2015 as amended and supplemented by the supplemental deed of covenant executed by the Issuer on or about the Issue Date in respect of the Notes only. 29 (i) If syndicated, names of Managers: ICBC International Securities Limited, China Construction Bank (Europe) S.A., Bank of Communications Co., Ltd. Hong Kong Branch, Deutsche Bank AG, London Branch, Bank of China (Hong Kong) Limited, BOCI Asia Limited and Crédit Agricole Corporate and Investment Bank (together the Joint Lead Managers, each a Joint Lead Manager ) (ii) Stabilising Manager (if any): Any relevant Manager 30 If non-syndicated, name and address of Dealer: Not Applicable 31 U.S. Selling Restrictions: Reg. S Category 2; TEFRA Not Applicable. However, certification as to non-u.s. beneficial ownership is required when the temporary Global Certificate is exchangeable for interests in a permanent Global Certificate on or after the Date of Consolidation. 32 Additional selling restrictions: Not Applicable 12

16 Operational Information 33 Temporary ISIN Code until the consolidation of the New EUR Notes with the Original EUR Notes: ISIN Code from the consolidation of the New EUR Notes with the Original EUR Notes: 34 Temporary Common Code until the consolidation of the New EUR Notes with the Original EUR Notes: Common Code from the consolidation of the New EUR Notes with the Original EUR Notes: XS XS CMU Instrument Number: Not Applicable 36 Any clearing system(s) other than Euroclear, Clearstream, Luxembourg and the CMU Service and the relevant identification number(s): Not Applicable 37 Delivery: Delivery against payment 38 Additional Paying Agent(s) (if any): Not Applicable General 39 The aggregate principal amount of Notes issued has been RMB7,122,400,000 translated into RMB at the rate of RMB : EUR1.00, producing a sum of (for Notes not denominated in RMB): 40 Ratings: Moody s: Aa3 / S&P: AA- Stabilisation In connection with this issue, any relevant Joint Lead Manager (the Stabilising Manager ) (or persons acting on behalf of any Stabilising Manager) may over-allot EUR Notes or effect transactions with a view to supporting the market price of the EUR Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will 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 EUR Notes is made and, if begun, may be discontinued at any time, and must be brought to an end after a limited period. 13

17 SUBSCRIPTION AND SALE We have entered into a subscription agreement with the Joint Lead Managers with respect to the USD Notes dated 27 January 2016 in relation to the USD Notes and another subscription agreement with the Joint Lead Managers with respect to the EUR Notes dated 27 January 2016 in relation to the EUR Notes (each, a Subscription Agreement, as may be supplemented from time to time). Pursuant to the Subscription Agreement for each series of Notes, subject to certain conditions contained therein, we have agreed to sell to the Joint Lead Managers and each of the Joint Lead Managers has severally and not jointly agreed to subscribe for the aggregate principal amount of the Notes set forth in the Subscription Agreement. Each Subscription Agreement provides that we will indemnify the Joint Lead Managers for the relevant series against certain liabilities in connection with any loss arising out of any misrepresentation made in these Listing Particulars. The Subscription Agreement provides that the obligations of the Joint Lead Managers to pay for and accept delivery of the Notes are subject to certain conditions precedent. In connection with the offering of each series of Notes, the Joint Lead Managers may engage in overallotment, stabilising transactions and syndicate covering transactions. Overallotment involves sales in excess of the offering size, which creates a short position for the Joint Lead Managers. Stabilising transactions involve bids to purchase the Notes in the open market for the purpose of pegging, fixing or maintaining the price of the Notes. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Stabilising transactions and syndicate covering transactions may cause the price of a series of the Notes to be higher than it would otherwise be in the absence of those transactions. If the Joint Lead Managers engage in stabilising or syndicate covering transactions, they may discontinue them at any time. The Joint Lead Managers and certain of their affiliates may have performed certain investment banking and advisory services for us and/or our affiliates from time to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services for us and/or our affiliates in the ordinary course of their business. The Joint Lead Managers or certain of their affiliates may purchase the Notes and be allocated the Notes for asset management and/or proprietary purposes but not with a view to distribution. The Joint Lead Managers or their respective affiliates may purchase the Notes for its or their own account and enter into transactions, including credit derivatives, such as asset swaps, repackaging and credit default swaps relating to the Notes and/or other securities of ours and/or our subsidiaries or associates at the same time as the offer and sale of the Notes or in secondary market transactions. Such transactions would be carried out as bilateral trades with selected counterparties and separately from any existing sale or resale of the Notes to which these Listing Particulars relate (notwithstanding that such selected counterparties may also be purchasers of the Notes). General The distribution of this document or any offering material and the offering, sale or delivery of the Notes is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this document or any offering material are advised to consult with their own legal advisors as to what restrictions may be applicable to them and to observe such restrictions. This document may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorized. No action has been or will be taken in any jurisdiction by us or the Joint Lead Managers that would, or is intended to, permit the public offering of the Notes, or possession or distribution of this document, any amendment or supplement thereto or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required, except to the extent provided in the following paragraph. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this document nor any other offering material or advertisements in connection with the Notes may be distributed or published, by us or any Joint Lead Manager, in or from any country or jurisdiction, except in circumstances which will result in 14

18 compliance with all applicable rules and regulations of any such country or jurisdiction and will not impose any obligations on us or any Joint Lead Manager. Each Joint Lead Manager has given the representations and warranties on the selling restrictions below in respect of the Notes for which it has entered into the relevant Subscription Agreement. United States Please refer to the paragraphs headed United States under the section entitled Subcription and Sale on page A-96 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars). The People s Republic of China Please refer to the paragraph headed The People s Republic of China under the section entitled Subcription and Sale on page A-97 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars). United Kingdom Please refer to the paragraphs headed United Kingdom under the section entitled Subcription and Sale on page A-98 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars). Singapore Please refer to the paragraphs headed Singapore under the section entitled Subcription and Sale on page A- 99 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars). Hong Kong SAR Please refer to the paragraphs headed Hong Kong SAR under the section entitled Subcription and Sale on page A-96 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars). 15

19 GENERAL INFORMATION The section entitled General Information of the 2015 Listing Particulars shall not be incorporated into these Listing Particulars. The following applies: Authorisation The issue of the USD Notes and EUR Notes was authorised by resolutions of the board of directors of the Issuer passed on 5 May 2015 and 21 September 2015 and resolutions of the shareholders passed on 28 May 2015 and 1 December The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of both series of the Notes. Legal and Arbitration Proceedings There are no governmental, legal or arbitration proceedings, (including any such proceedings which are pending or threatened, of which the Issuer is aware), which may have, or have had during the 12 months prior to the date of these Listing Particulars, a significant effect on the financial position or profitability of the Issuer and its subsidiaries. Significant/Material Change Since 31 December 2014, there has been no material adverse change in the financial position or prospects of the Issuer and, saved for a US$48 billion capital contribution to the Issuer on 15 July 2015, as disclosed on page A- 37 of the Offerirng Circular (set out in Annex A of the 2015 Listing Particulars), there has been no significant change in the financial or trading position or prospects of the Issuer and its subsidiaries. Auditor The Issuer s audited consolidated financial statements as at and for the years ended 31 December 2013 and 31 December 2014 have been audited by Deloitte Touche Tohmatsu CPA LLP of 30th Floor, Bund Center, 222 Yan An Road East, Shanghai , People s Republic of China, as stated in its report appearing herein. Documents on Display Copies of the following documents may be inspected during normal business hours on any weekday (Saturday s and public holidays excepted) at the registered office of the Fiscal Agent and Paying Agent at 20 Pedder Street, Central, Hong Kong SAR for so long as the Notes are outstanding: (i) (ii) (iii) (iv) (v) (vi) (vii) the memorandum and articles of association of the Issuer; the audited consolidated financial statements of the Issuer for the financial years ended 31 December 2013 and 31 December 2014; copies of the latest annual report and audited annual consolidated financial statements of the Issuer; a copy of the 2015 Listing Particulars; a copy of these Listing Particulars; a copy of the agency agreement (including relevant amendments and supplements thereto); and a copy of the deed of covenant (including relevant amendments and supplements thereto). 16

20 THE BANK China Development Bank Corporation 18 Fuxingmennei Street Xicheng District Beijing People s Republic of China FISCAL AGENT, PAYING AGENT, TRANSFER AGENT, CALCULATION AGENT, REGISTRAR AND CMU LODGING AGENT Bank of Communications Co., Ltd. Hong Kong Branch 20 Pedder Street Central Hong Kong SAR LEGAL ADVISERS TO THE BANK AND THE HONG KONG BRANCH as to Hong Kong SAR law Linklaters 10th Floor Alexandra House Chater Road Central Hong Kong SAR as to PRC law Legal Department of China Development Bank Corporation 18 Fuxingmennei Street Xicheng District Beijing People s Republic of China LEGAL ADVISERS TO DEALERS as to Hong Kong SAR law Clifford Chance 27th Floor Jardine House One Connaught Place Hong Kong SAR as to PRC law King & Wood Mallesons 17th Floor, One ICC Shanghai ICC 999 Huai Hai Road (M) Shanghai People s Republic of China AUDITOR Deloitte Touche Tohmatsu CPA LLP 30th Floor Bund Center 222 Yan An Road East Shanghai People s Republic of China