Issue of U.S.$300,000, per cent. Guaranteed Notes due 2018 Guaranteed by HNA GROUP CO., LIMITED ( 海航集團有限公司 )

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1 Pricing Supplement dated 2 November 2017 HNA GROUP (INTERNATIONAL) COMPANY LIMITED ( 海航集團 ( 國際 ) 有限公司 ) Issue of U.S.$300,000, per cent. Guaranteed Notes due 2018 Guaranteed by HNA GROUP CO., LIMITED ( 海航集團有限公司 ) under the U.S.$3,000,000,000 Medium Term Note Programme The document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions ) set forth in the Offering Circular dated 17 March This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular and the supplement to the Offering Circular dated 2 November The Guarantor is a private company and therefore there is less publicly available information about the Guarantor than a public company. In particular, they are not required to publish periodic financial statements. Where interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium or break cost is derived from any Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the ITA ), shall not apply if such person acquires such Notes using the funds and profits of such person s operations through a permanent establishment in Singapore. Any person whose interest, discount income (not including discount income arising from secondary trading), prepayment fees, redemption premium or break cost derived from the Notes is not exempt from tax (including for the reasons described above) shall include such income in a return of income made under the ITA. 1. (i) Issuer: HNA Group (International) Company Limited ( 海航集團 ( 國際 ) 有限公司 ) (ii) Guarantor: HNA Group Co., Limited ( 海航集團有限公司 ) 2. (i) Series Number: 9 (ii) Tranche Number: 1 (iii) Date on which the Notes become fungible: 3. Specified Currency or Currencies: U.S. dollars 4. Aggregate Nominal Amount: U.S.$300,000, (i) Issue Price: 100 per cent. of the Aggregate Nominal Amount (ii) Net Proceeds: Approximately U.S.$297,900, (i) Specified Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (ii) Calculation Amount: U.S.$1, (i) Issue Date: 8 November 2017 (ii) Interest Commencement Date: Issue Date 1

2 8. Maturity Date: 6 November Interest Basis: per cent. Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest or Redemption/ Payment Basis: 12. Put/Call Options: 13. Date of Board approval for issuance of Notes and Guarantee of the Notes respectively obtained: 16 March 2015 and 19 September 2016, respectively 14. Listing: Singapore Exchange Securities Trading Limited ( SGX-ST ). 15. Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Note Provisions Applicable Listing of the Notes on the SGX-ST is expected to become effective on 9 November (i) Rate of Interest: per cent. per annum payable semiannually in arrear (ii) Interest Payment Date(s): 8 May 2018 and 6 November 2018 with no adjustments (iii) Fixed Coupon Amount: (iv) Broken Amount(s): (v) Day Count Fraction: 30/360 (vi) Determination Dates: (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: 17. Floating Rate Note Provisions 18. Zero Coupon Note Provisions 19. Index-Linked Interest Note/other variablelinked interest Note Provisions 20. Dual Currency Note Provisions PROVISIONS RELATING TO REDEMPTION 21. Call Option 22. Put Option 23. Final Redemption Amount of each Note U.S.$1,000 per Calculation Amount 2

3 24. Early Redemption Amount (i) (ii) (iii) (iv) Early Redemption Amount (Tax) per Calculation Amount payable on redemption for taxation reasons and/or the method of calculating the same (if required or if different from that set out in the Conditions): Early Redemption Amount (Change of Control) per Calculation Amount payable on redemption on a Change of Control and/or the method of calculating the same (if required or if different from that set out in the Conditions): Early Redemption Amount (Non- Registration Event) per Calculation Amount payable on mandatory redemption on a Non-Registration Event and/or the method of calculating the same (if required or if different from that set out in the Conditions): Early Termination Amount per Calculation Amount payable on mandatory redemption 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): U.S.$1,000 per Calculation Amount U.S.$1,010 per Calculation Amount U.S.$1,000 per Calculation Amount U.S.$1,000 per Calculation Amount GENERAL PROVISIONS APPLICABLE TO THE NOTES 25. Form of the Notes: Registered Notes: Global Note Certificate exchangeable for Individual Note Certificates in the limited circumstances described in the Global Note Certificate 26. Additional Financial Centre(s) or other special provisions relating to payment dates: 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made: 29. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: 30. Redenomination, renominalisation and reconventioning provisions: 31. Consolidation provisions: The provisions in Condition 20 (Further Issues) apply 3

4 32. Any applicable currency disruption/ fallback provisions: 33. Escrow Arrangement: 34. Other terms or special conditions: Refer to Appendix DISTRIBUTION 35. (i) If syndicated, names of Managers: CCB International Capital Limited China International Capital Corporation Hong Kong Securities Limited CLSA Limited Guotai Junan Securities (Hong Kong) Limited AMTD Asset Management Limited GPB Financial Services Hong Kong Limited Hong Kong International Securities Limited Mizuho Securities Asia Limited (ii) Stabilising Manager(s) (if any): Each of the Managers is appointed to act as stabilising manager 36. If non-syndicated, name and address of Dealer: 37. Total commission and concession: Applicable 38. U.S. Selling Restrictions: Reg. S Category 2 TEFRA 39. Additional selling restrictions: OPERATIONAL INFORMATION 40. ISIN Code: XS Common Code: CMU Instrument Number: 43. Any clearing system(s) other than Euroclear/Clearstream, Luxembourg, the CMU Service and CDP and the relevant identification number(s): 44. Delivery: Delivery free of payment 45. Additional Paying Agent(s) (if any): GENERAL 46. Private Bank Rebate/Commission: Applicable 47. The aggregate principal amount of the Notes issued has been translated into United States dollars at the 4

5 rate of [ ], producing a sum of (for Notes not denominated in United States dollars): 48. Ratings: The Notes to be issued have not been rated. USE OF PROCEEDS The net proceeds from the Notes will be used by the Issuer Group for general corporate purposes and refinancing existing indebtedness overseas in compliance with the relevant SAFE regulations. STABILISING In connection with this issue, each of the Managers is appointed in its own capacity to act as stabilising manager (the Stabilising Manager ) (or persons acting on behalf of any Stabilising Manager) and may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, 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 Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager (or persons acting on behalf of any Stabilising Manager) in accordance with all applicable laws and rules. PURPOSE OF PRICING SUPPLEMENT This Pricing Supplement comprises the final terms required for issue and admission to the Official List of the SGX-ST of the Notes described herein pursuant to the U.S.$3,000,000,000 Medium Term Note Programme of the Issuer. RESPONSIBILITY The SGX-ST takes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Pricing Supplement. The admission of the Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantor, the Programme or the Notes. The Issuer and the Guarantor each accepts responsibility for the information contained in this Pricing Supplement. 5

7 APPENDIX SPECIAL CONDITIONS Set out below are the special conditions ( Special Conditions ) referred to in item 34 (Other terms or special conditions) of this Pricing Supplement. These Special Conditions are applicable only to the Series of Notes governed by this Pricing Supplement. 1. Interpretation: (i) (ii) All provisions in the Conditions stipulating that any two directors or duly authorised officers will issue a certificate or notice or will do an act on behalf of the Guarantor shall be construed to mean any director or duly authorised officer will do so on behalf of the Guarantor. The definition of Registration Deadline in Condition 2(a) in the Conditions is deleted and replaced with the following: 2. Taxation: Registration Deadline means the day falling 30 China Business Days after the Issue Date of a Tranche of Notes;. Condition 13(b) in the Conditions is deleted and replaced with the following: Withholding for PRC enterprise income tax: Where such withholding or deduction is in respect of PRC enterprise income tax on interest payments at the rate applicable on 2 November 2017, the Issuer or, as the case may be, the Guarantor will increase the amount of interest paid to the extent required so that the amount of interest received by Noteholders and the Couponholders (without prejudice to Condition 11(d) (Payments - Bearer Notes - Payments subject to fiscal laws) or Condition 12(c) (Payments - Registered Notes Payments subject to fiscal laws), as the case may be) amounts to the relevant amount of the interest payable pursuant to Condition 6 (Fixed Rate Note Provisions) or Condition 7 (Floating Rate Note and Index-Linked Interest Note Provisions), as the case may be.. 7

HNA GROUP (INTERNATIONAL) COMPANY LIMITED. Issue of S$128,000, per cent. Guaranteed Notes due 2017 Guaranteed by HNA GROUP CO.

dated 25 March 2015 HNA GROUP (INTERNATIONAL) COMPANY LIMITED Issue of S$128,000,000 7.00 per cent. Guaranteed Notes due 2017 Guaranteed by HNA GROUP CO., LIMITED under the U.S.$1,000,000,000 Medium Term