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 Note Programme The document constitutes the 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 2015. This contains the final terms of the Notes and must be read in conjunction with such Offering Circular. 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: 1 (ii) Tranche Number: 1 (iii) Date on which the Notes become fungible: 3. Specified Currency or Currencies: Singapore dollars 4. Aggregate Nominal Amount: S$128,000,000 5. (i) Issue Price: 100 per cent. of the Aggregate Nominal Amount (ii) Net Proceeds 6. (i) Specified Denominations (ii) Calculation Amount: S$1,000 S$126,040,638.82 S$250,000 and integral multiples of S$1,000 in excess thereof 7. (i) Issue Date: 31 March 2015 (ii) Interest Commencement Date: Issue Date - 1-
8. Maturity Date: 31 March 2017 9. Interest Basis: 7.00 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 approvals for issuance of Notes and Guarantee of the Notes respectively obtained 16 March 2015 and 16 March 2015, respectively 14. Listing: Singapore Exchange Securities Trading Limited 15. Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Note Provisions Applicable Listing of the Notes is expected to become effective on 1 April 2015. (i) Rate of Interest: 7.00 per cent. per annum payable semiannually in arrear (ii) Interest Payment Date(s): 31 March and 30 September in each year adjusted in accordance with Modified Following Business Day Convention (iii) Fixed Coupon Amount: Each Fixed Coupon Amount shall be calculated by multiplying the product of the Rate of Interest and the Calculation Amount by the Day Count Fraction and rounding the resultant figure to the nearest S$0.01, S$0.005 being rounded upwards. (iv) Broken Amount(s): (v) Day Count Fraction: Actual/365 (Fixed) (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 - 2-
PROVISIONS RELATING TO REDEMPTION 21. Call Option 22. Put Option 23. Final Redemption Amount of each Note S$1,000 per Calculation Amount 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 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): Early Redemption Amount (No 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): Early Redemption Amount (No Registration Event) 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): S$1,000 per Calculation Amount S$1,010 per Calculation Amount S$1,000 per Calculation Amount 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 - 3-
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: DISTRIBUTION 35. (i) If syndicated, names of Managers: DBS Bank Ltd. (ii) Stabilising Manager(s) (if any): Hong Kong International Capital Management Ltd. Oversea-Chinese Banking Corporation Limited 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: SG6WD4000009 41. Common Code: 42. CMU Instrument Number: 43. Any clearing system(s) other than Euroclear/Clearstream, Luxembourg, the CMU Service and CDP and the relevant identification number(s): 121097451 44. Delivery: Delivery free of payment 45. Additional Paying Agent(s) (if any): GENERAL 46. Private Bank Rebate/Commission: Applicable - 4-
47. The aggregate principal amount of the Notes issued has been translated into United States dollars at the rate of S$1.3777 = U.S.$1.00, producing a sum of (for Notes not denominated in United States dollars): U.S.$92,908,470.64 48. Ratings: The Notes to be issued have not been rated. PURPOSE OF PRICING SUPPLEMENT This 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.$1,000,000,000 Medium Term Note Programme of the Issuer. RESPONSIBILITY The Singapore Exchange Securities Limited (the "SGX-ST") takes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this. 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-