HNA GROUP (INTERNATIONAL) COMPANY LIMITED

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1 PRICING SUPPLEMENT Pricing Supplement dated 15 April 2016 HNA GROUP (INTERNATIONAL) COMPANY LIMITED Issue of U.S.$ 88,000, per pent. Guaranteed Notes due 2018 (to be consolidated and form a single series with the U.S.$385,000, per cent. Guaranteed Notes due 2018 issued on 3 December 2015, 28 December 2015, 4 February 2016 and 17 March 2016) Guaranteed by HNA GROUP CO., LIMITED under the U.S.$1,000,000,000 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 supplemental Offering Circular dated 26 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 (ii) Guarantor: HNA Group Co., Limited 2 (i) Series Number: 2 (ii) Tranche Number: 5 (iii) Date on which the Notes become fungible: Issue Date 3 Specified Currency or Currencies: U.S. dollars 1

2 4 Aggregate Nominal Amount: (i) Series: U.S.$473,000,000 (ii) Tranche: U.S.$88,000,000 (to be consolidated and form a single series with the U.S.$385,000, per cent. Guaranteed Notes due 2018 issued on 3 December 2015, 28 December 2015, 4 February 2016 and 17 March 2016) 5 (i) Issue Price: per cent. of the Aggregate Nominal Amount, plus accrued interest on the Notes from (and including) 3 December 2015 to (and excluding) the Issue Date (ii) Net Proceeds U.S.$90,580,208 6 (i) Specified Denominations U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (ii) Calculation Amount: U.S.$1,000 7 (i) Issue Date: 5 May 2016 (or such other date as may be agreed) (ii) Interest Commencement Date: 3 December Maturity Date: 3 December 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 15 April 2016, respectively 14 Listing: Singapore Exchange Securities Trading Limited ( SGX-ST ) and The Irish Stock Exchange plc ( ISE ) 15 Method of distribution: Syndicated Listing of the Notes on the SGX-ST is expected to become effective on 6 May 2016 and listing of the Notes on the ISE is expected to become effective on 6 May

3 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16 Fixed Rate Note Provisions Applicable (i) Rate of Interest: per cent. per annum payable semiannually in arrear (ii) Interest Payment Date(s): (iii) Fixed Coupon Amount: (iv) Broken Amount(s): 3 June and 3 December in each year with no adjustments U.S.$ per Calculation Amount (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 variable-linked 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 24 Early Redemption Amount (i) 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): (ii) Early Redemption Amount (Change of Control) per Calculation Amount payable on redemption on change of control triggering event 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 (iii) Early Redemption Amount (No U.S.$1,000 per Calculation Amount 3

4 Registration Event) per Calculation Amount payable on mandatory redemption on a no-registration event and/or the method of calculating the same (if required or if different from that set out in the Conditions): (iv) 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): GENERAL PROVISIONS APPLICABLE TO THE NOTES U.S.$1,000 per Calculation Amount 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 32 Any applicable currency disruption/ fallback provisions: 33 Escrow Arrangement: Applicable 34 Other terms or special conditions: Refer to Appendix 4

5 DISTRIBUTION 35 (i) If syndicated, names of Managers: Guotai Junan Securities (Hong Kong) Limited, VTB Capital plc, DBS Bank Ltd. and Oversea-Chinese Banking Corporation 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: The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Unless otherwise defined herein, terms used in this paragraph have the meanings given to them by Regulation S. 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: 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 rate of [ ], 5

6 producing a sum of (for Notes not denominated in United States dollars): 48 Ratings: The Notes to be issued have not been rated. PURPOSE OF PRICING SUPPLEMENT This Pricing Supplement comprises the final terms required for issue and admission to the Official List of the SGX-ST and the Global Exchange Market of the ISE of the Notes described herein pursuant to the U.S.$1,000,000,000 Medium Term Note Programme of the Issuer. RESPONSIBILITY Neither the SGX-ST nor the ISE takes any 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 and the Global Exchange Market of the ISE 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. 6

8 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: 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. 2 Notification to NDRC The Guarantor undertakes to file or cause to be filed with the National Development and Reform Commission of the PRC (the NDRC ) the requisite information and documents within 10 China Business Days after the relevant Issue Date in accordance with the Circular on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises ( 國家發展改革委關於推進企業發行外債備案登記制管理改革的通知 ( 發改外資 [2015]2044 號 ), the NDRC Circular ) issued by the NDRC and which came into effect on 14 September 2015, and any implementation rules as issued by the NDRC from time to time (the NDRC Post-issue Filing ). The Guarantor shall complete the NDRC Post-issue Filing and obtain such document(s) evidencing due filing with the NDRC within the prescribed timeframe and shall comply with all applicable PRC laws and regulations in connection with the Notes. The Guarantor shall within three China Business Days after submission of such NDRC Post-issue Filing provide the Trustee with a certified copy of the submission of the NDRC Post-issue Filing. 8

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