IMPORTANT NOTICE NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular (the Offering Circular ). You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached. In accessing the attached, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed your representation to China Construction Bank Corporation (the Bank ), CCB International Capital Limited, The Hongkong and Shanghai Banking Corporation Limited, Citigroup Global Markets Limited, Standard Chartered Bank, J.P. Morgan Securities plc, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Singapore Branch and Australia and New Zealand Banking Group Limited (collectively, the Managers ) that (1) you are not in the United States, the electronic mail address that you provided and to which this electronic mail has been delivered is not located in the United States and, to the extent you purchase the bonds described in the attached Offering Circular, you will be doing so pursuant to Regulation S under the Securities Act AND (2) you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission. The attached Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Bank or any Manager or any of their respective directors, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. The Managers will upon request provide a hard copy version to you. Restrictions: The attached Offering Circular is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the bonds described in the Offering Circular. You are reminded that the information in the attached Offering Circular is not complete and may be changed. THE BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT. THE BONDS MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF BONDS FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the Bank or the Managers to subscribe for or purchase any of the bonds described therein, and access has been limited so that it shall not constitute a general advertisement or general solicitation (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act) in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Managers and their respective affiliates on behalf of the Bank in such jurisdiction. You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the bonds described therein. Actions that You May Not Take: You should not reply by e-mail to this electronic transmission and you may not purchase any bonds by doing so. Any reply e-mail communications, including those you generate by using the Reply function on your e-mail software, will be ignored or rejected. THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. You are responsible for protecting your electronic device against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. The Bonds (as defined in the attached document) are complex financial instruments and are not a suitable or appropriate investment for all investors.
(a joint stock company incorporated in the People s Republic of China with limited liability) US$2,000,000,000 3.875 per cent. Tier 2 Dated Capital Bonds due 2025 (the Bonds ) Issue Price for the Bonds: 99.456 per cent. The US$2,000,000,000 3.875 per cent. Tier 2 Dated Capital Bonds due 2025 (the Bonds ) will be issued by China Construction Bank Corporation (the Bank orthe Issuer ). The Bonds constitute direct, unsecured and subordinated obligations of the Issuer, ranking pari passu without any preference among themselves. The claims of Bondholders for payment of principal and any interest under the Bonds will, in the event of the Winding-Up (as defined in the Terms and Conditions of the Bonds) of the Issuer, be subordinated to the claims of depositors and general creditors of the Issuer and shall rank in priority to the claims of all holders of equity capital, Additional Tier 1 Capital Instruments (as defined in the Terms and Conditions of the Bonds) and hybrid capital bonds of the Issuer, present or future, and will rank pari passu with the claims under all other Tier 2 Capital Instruments (as defined in the Terms and Conditions of the Bonds) of the Issuer, present and future. Neither the Trustee nor the Bondholders shall have any right to accelerate any payment of principal or interest under the Bonds other than upon the cessation of business, or initiation of any bankruptcy or other Winding-up Proceedings (as defined in the Terms and Conditions of the Bonds) of the Issuer. If a Non-Viability Event (as defined in the Terms and Conditions of the Bonds) occurs, the Issuer has the right (without any requirement for the consent of the Bondholders) to, on giving notice to the Bondholders, the Trustee and the Agents, irrevocably cancel the principal amount of the Bonds (in whole but not in part) and cease payment of any accrued but unpaid interest under the Bonds, in each case with effect from the next day following the Non-Viability Event Occurrence Date (as defined in the Terms and Conditions of the Bonds). Once the Bonds have been Written-off (as defined in the Terms and Conditions of the Bonds), it shall cease to be payable and shall be cancelled permanently and will not be restored or become payable again (whether in whole or in part) in any circumstances, including where the relevant Non-Viability Event ceases to continue. The Bonds will bear interest from and including 13 May 2015 (the Issue Date ). In respect of the period from, and including, the Issue Date to, but excluding, the Reset Date (as defined in the Terms and Conditions of the Bonds), the interest rate shall be 3.875 per cent. per annum. In respect of the period from and including the Reset Date (as defined in the Terms and Conditions of the Bonds) to, but excluding the Maturity Date (as defined in the Terms and Conditions of the Bonds), the interest rate per annum shall equal to the sum of the Benchmark Rate (as defined in the Terms and Conditions of the Bonds) applicable with respect to the Reset Date plus 2.425 per cent.. Interest of the Bonds shall be payable semi-annually in arrear on 13 May and 13 November in each year commencing on 13 November 2015. Unless previously redeemed or Written-off, the Bonds will mature and become payable at their principal amount, together with interest accrued thereon, on 13 May 2025. Payments on the Bonds will be made without withholding or deduction for or on account of taxes of the PRC, unless such withholding or deduction is required by the law of the PRC. In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Bondholders of such amounts as would have been received by them if no such withholding or deduction had been required, subject to the extent described under Condition 7 of the Terms and Conditions of the Bonds. THE BONDS ARE OFFERED TO PROFESSIONAL INVESTORS ONLY AND ARE NOT SUITABLE FOR RETAIL INVESTORS. INVESTORS SHOULD NOT PURCHASE THE BONDS IN THE PRIMARY OR SECONDARY MARKETS UNLESS THEY ARE PROFESSIONAL INVESTORS. THE BONDS ARE COMPLEX FINANCIAL INSTRUMENTS AND ARE NOT A SUITABLE OR APPROPRIATE INVESTMENT FOR ALL INVESTORS. INVESTING IN THE BONDS INVOLVES CERTAIN RISKS, INCLUDING THE RISK THAT HOLDERS COULD LOSE THEIR ENTIRE INVESTMENT IN THE BONDS. POTENTIAL INVESTORS SHOULD READ THE WHOLE OF THIS DOCUMENT, IN PARTICULAR THE RISK FACTORS SET OUT ON PAGES 8 TO 31 FOR FURTHER INFORMATION. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ). The Bonds may not be offered or sold within the United States unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bonds are being offered outside the United States in reliance on Regulation S under the Securities Act ( Regulation S ). For a description of these and certain further restrictions on offers and sales of the Bonds and the distribution of this Offering Circular, see Subscription and Sale. Application has been made to The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange ) for permission to deal in, and for listing of, the Bonds by way of debt issues to professional investors (as described in this Offering Circular) on the Hong Kong Stock Exchange. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of the Offering Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the Offering Circular. Investors are advised to read and understand the contents of the Offering Circular before investing. If in doubt, investors should consult their advisers. The Offering Circular include particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) for the purpose of giving information with regard to the Bank. The Bank accepts full responsibility for the accuracy of the information contained in the Offering Circular and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. The denomination of the Bonds will be US$200,000 and integral multiples of US$1,000 in excess thereof. The Bonds will be issued in registered form and will be initially represented by the global certificate( Global Certificate ) which will be registered in the name of a nominee of, and shall be deposited on or about 13 May 2015 ( the Issue Date ) with, a common depositary for Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream Luxembourg ). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream Luxembourg. The Bonds are expected to be assigned a rating of BBB+ and BBB+ by Standard & Poor s Rating Services ( S&P ) and Fitch (Hong Kong) Limited ( Fitch ), respectively. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension and withdrawal at any time by the assigning rating agency. Potential purchasers should evaluate each rating independently of any other securities of the Bank. Joint Global Coordinators CCB International HSBC Citigroup Standard Chartered Bank Joint Bookrunners and Joint Lead Managers CCB International HSBC Citigroup Standard Chartered Bank J.P. Morgan Credit Suisse Deutsche Bank ANZ Offering Circular dated 6 May 2015
This Offering Circular has been prepared by the Bank solely for use in connection with the proposed offering of the Bonds described in this Offering Circular. 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 Offering Circular comes are required by the Bank and CCB International Capital Limited, The Hongkong and Shanghai Banking Corporation Limited, Citigroup Global Markets Limited, Standard Chartered Bank, J.P. Morgan Securities plc, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Singapore Branch and Australia and New Zealand Banking Group Limited (collectively, the Managers ) to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Bonds or the distribution of this Offering Circular in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Bonds or redemption of the Bonds, and the circulation of documents relating thereto, in certain jurisdictions including the United States, the United Kingdom, the European Economic Area, Singapore, the PRC and Hong Kong, and to persons connected therewith. For a description of certain further restrictions on offers, sales and resales of the Bonds and distribution of this Offering Circular, see Subscription and Sale. No person has been or is authorised to give any information or to make any representation concerning the Bank, the Group (the Bank and its subsidiaries, collectively, the Group ) or the Bonds other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Bank, the Managers, The Bank of New York Mellon, London Branch as trustee (the Trustee ) or the Agents (as defined herein). Neither the delivery of this Offering Circular nor any offering, sale or delivery made in connection with the issue of the Bonds shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of the Bank or the Group since the date hereof or create any implication that the information contained herein is correct as of any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of, the Bank, the Managers, the Trustee or the Agents or any of their respective directors, employees, representatives, affiliates or advisors to subscribe for or purchase any of the Bonds and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. No representation or warranty, express or implied, is made or given by the Managers, the Trustee or the Agents or any of their respective directors, employees, representatives, affiliates or advisors as to the accuracy, completeness or sufficiency of the information contained in this Offering Circular, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by the Managers, the Trustee or the Agents or any of their respective directors, employees, representatives, affiliates or advisors. None of the Managers, the Trustee or the Agents or any of their respective directors, employees, representatives, affiliates or advisors have independently verified any of the information contained in this Offering Circular or can give any assurance that this information is accurate, true or complete. This Offering Circular is not intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by any of the Bank, the Managers, the Trustee or the Agents or any of their respective directors, employees, representatives, affiliates or advisors that any recipient of this Offering Circular should purchase the Bonds. It is expected that the Bonds will, when issued, be assigned a rating of BBB+ and BBB+ by S&P and Fitch, respectively. The rating will relate to the timely payments of interest and principal on the Bonds. A rating is not a recommendation to buy, sell or hold securities, does not address the likelihood or timing of prepayment and may be subject to revision, qualification, suspension or withdrawal at any time by the assigning rating organisation. A revision, qualification, suspension or withdrawal or any rating assigned to the Bonds may adversely affect the market price of the Bonds. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this Offering Circular, make no representation as to its accuracy or completeness and expressly disclaim 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. i
This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Bank. The Bank accepts full responsibility for the accuracy of the information contained in this document and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Certain facts and statistics relating to the PRC, its economy and its banking industry have been extracted from third party sources: the websites of the National Bureau of Statistics of China, the National Development and Reform Commission, the Central People s Government of the People s Republic of China and the People s Bank of China ( PBOC ). The Bank confirms that such information has been accurately reproduced and that, so far as it is aware, and such information is able to be ascertained from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such information however has not been independently verified by the Bank, the Managers, the Trustee or any Agents or any of their respective directors, employees, representatives, affiliates or advisers and, therefore, none of them makes any representation as to the accuracy of such facts and statistics or information, which may not be consistent with other information compiled within or outside the PRC and may not be complete or up-to-date. IN CONNECTION WITH THE ISSUE OF THE BONDS, ANY MANAGER (EACH A STABILISING MANAGER ) (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS 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 THE 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 BONDS 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 BONDS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE BONDS. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. In making an investment decision, investors must rely on their own examination of the Bank, the Group and the terms of the offering, including the merits and risks involved. Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (a) the Bonds are legal investments for it, (b) the Bonds can be used as collateral for various types of borrowing and (c) other restrictions apply to its purchase or pledge of the Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules. See Risk Factors for a discussion of certain factors to be considered in connection with an investment in the Bonds including the risk that holders could lose their entire investment in the Bonds. Each person receiving this Offering Circular acknowledges that such person has not relied on the Managers, the Trustee or the Agents or any of their respective directors, employees, representatives, affiliates and advisors in connection with its investigation of the accuracy of such information or its investment decision. ii
To the fullest extent permitted by law, the Managers, the Trustee and the Agents and their respective directors, employees, representatives, affiliates and advisors do not accept any responsibility for the contents of this Offering Circular or for any other statement, made or purported to be made by any of the Managers, the Trustee or the Agents or their respective directors, employees, representatives, affiliates and advisors or on their behalf in connection with the Issuer on the issue and offering of the Bonds. Each of the Managers, the Trustee and the Agents and their respective directors, employees, representatives, affiliates and advisors accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement. None of the Managers, the Trustee or any Agent or any of their respective directors, employees, representatives, affiliates and advisors undertakes to review the financial condition or affairs of the Bank as after the date of this Offering Circular nor to advise any investor or potential investor in the Bonds of any information coming to the attention of the Managers, the Trustee or any Agent or any of their respective directors, employees, representatives, affiliates and advisors. This Offering Circular contains the audited consolidated financial statements of the Group as at and for the years ended 31 December 2014 (the 2014 Financial Statements ) and 31 December 2013 (the 2013 Financial Statements ), respectively. These financial statements were prepared in accordance with the International Financial Reporting Standards ( IFRS ). In addition, this Offering Circular contains the unaudited consolidated financial statements of the Group as at and for the three months ended 31 March 2015 (the First Quarter Financial Statements ), which were published by the board of directors of the Bank on 29 April 2015. The First Quarter Financial Statements (which include the comparative financial information as at and for the three months ended 31 March 2014) included in this Offering Circular have neither been audited nor reviewed by PricewaterhouseCoopers, Certified Public Accountants. The First Quarter Financial Statements were prepared and presented in accordance with the IFRS. However, the First Quarter Financial Statements should not be relied upon by potential investors to provide the same quality of information associated with information that has been subject to an audit or review. Potential investors must exercise caution when using such data to evaluate the Group s financial condition and results of operations. The First Quarter Financial Statements should not be taken as an indication of the expected financial condition and results of operations of the Group for the full financial year ending 31 December 2015. None of the Managers, the Trustee or the Agents nor any of their respective directors, employees, representatives, affiliates or advisors make any representation, or warranty, express or implied, regarding the sufficiency of the Group s First Quarter Financial Statements for an assessment of the Group s financial condition, results of operations and results. Unless otherwise specified or the context requires, references herein to the Group and words of similar import are to China Construction Bank Corporation itself or China Construction Bank Corporation and its subsidiaries, as the context requires; all references to the Bank or the Issuer and words of similar import regarding the description of the Bonds are to China Construction Bank Corporation itself; Hong Kong dollars and HK$ are to the lawful currency of Hong Kong, references herein to CNY, RMB and Renminbi are to the lawful currency of the PRC, references to US$, USD and US dollars are to the lawful currency of the United States, as amended from time to time. References to China and the PRC in this Offering Circular mean The People s Republic of China and for geographical reference only (unless otherwise stated) exclude Taiwan, Macau and Hong Kong; references to Hong Kong are to the Hong Kong Special Administrative Region of the PRC; references to Macau are to the Macau Special Administrative Region of the PRC; references to U.S. and the United States mean the United States of America; and references to UK mean the United Kingdom. In this Offering Circular, where information has been presented in thousands or millions of units, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in tables may not be equal to the apparent total of the individual items and actual numbers may differ from those contained herein due to rounding. References to information in billions of units are to the equivalent of a thousand million units. References to information in trillions of units are to the equivalent of a thousand billion units. iii
FORWARD-LOOKING STATEMENTS The Bank has made certain forward-looking statements in this Offering Circular. All statements other than statements of historical facts included in this Offering Circular, including, but without limitation, those regarding the Group s financial position, future expansion plans, prospects, business strategy and the plans and objectives of the Group s management for its future operations (including development plans and objectives relating to the Group s operations), are forward-looking statements. These forward-looking statements are based on the Bank s current expectations about future events. Although the Bank believes that these expectations and projections are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, among other things: risks associated with international global business activities; general economic and political conditions; possible disruptions to commercial activities due to nature and human induced disasters, including terrorist activities and armed conflicts; fluctuations in foreign currency exchange rates; and those other risks identified in the Risk Factors section of this Offering Circular. The words anticipate, believe, estimate, expect, intend, plan and similar expressions are intended to identify a number of these forward-looking statements. The Bank undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Offering Circular might not occur and the Bank s actual results could differ materially from those anticipated in these forward-looking statements. These forward-looking statements speak only as of the latest practicable date. The Bank expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forwardlooking statement contained herein to reflect any change in the Group s expectations with regard thereto or any change of events, conditions or circumstances, on which any such statement was based. iv
TABLE OF CONTENTS Page Overview of the Bank.... 1 The Offering... 3 Risk Factors... 8 Terms and Conditions of the Bonds... 32 Summary of Provisions Relating to the Bonds in Global Form... 46 Use of Proceeds... 47 Selected Consolidated Financial Data.... 48 Capitalisation and Indebtedness... 55 Business... 56 Risk Management and Internal Control... 80 Directors, Supervisors and Senior Management... 92 Substantial Shareholders... 102 Regulation and Supervision in the PRC... 103 Taxation.... 107 Subscription and Sale... 109 General Information... 113 Index to Consolidated Financial Statements... F-1 v
OVERVIEW OF THE BANK The overview below is intended only to provide a limited overview of information described in more detail elsewhere in this Offering Circular. As it is an overview, it does not contain all the information that may be important to investors. Terms defined elsewhere in this Offering Circular shall have the same meanings when used in this overview. Prospective investors should therefore read this Offering Circular in its entirety. THE BANK Overview The Bank is a leading commercial bank in China providing a comprehensive range of banking products and financial services. The Bank was incorporated as a joint stock company in the PRC on 17 September 2004. The registered address of the Bank is No. 25, Finance Street, Xicheng District, Beijing 100033, China. Headquartered in Beijing, the Bank provides convenient and quality banking services to its customers through an extensive network comprised of nationwide branches, self-service facilities and electronic banking service platforms. The Bank operates principally in mainland China with branches in all provinces, autonomous regions and municipalities directly under the central government, and several subsidiaries located in mainland China. The Bank s principal business activities include corporate banking, personal banking, treasury, investment banking and overseas business. Within the Bank s corporate banking business, the Bank offers a broad range of products and services to corporations, government agencies and financial institutions, including infrastructure loans, working capital loans, syndicated loans, supply-chain financing, loans to small- and micro-sized enterprises ( SMEs ), trade financing, loans through the Bank s e-banking platform and merger and acquisition financing. The Bank also offers corporate deposits under various terms and commission/fee based services, including agency services, cost and advisory services, institutional business, asset custodial business, and management and settlement business. The Bank provides a broad range of personal banking products and services under well recognised brands, including residential mortgage loans, entrusted housing provident fund mortgage loan services and bank card services. The Bank s treasury operations primarily consist of money market trading activities, investment portfolio management and agency treasury transactions. The Bank conducts its treasury services mainly through its trading centres in Beijing and Hong Kong. The Bank conducts its investment banking business through the investment banking department at the head office and branch levels as well as through CCB International (Holdings) Limited ( CCB International ). The Bank offers a comprehensive and diversified suite of financial services to its customers which includes, among others, financial advisory services, equity capital financing, debt financing, asset securitisation and wealth management services. Leveraging its vast resources and geographic advantages in the Chinese domestic market, the Bank is committed to providing a world-wide banking and financial services platform to service the overseas banking needs of its domestic corporate and personal banking customers and the domestic banking needs of its overseas corporate and personal banking customers seeking to trade with or invest in China.The Group adheres to a positive and steady international operation and overseas development strategy, leading to a steady expansion of its overseas network. During 2014, the Macau Branch, New Zealand subsidiary bank, Brisbane Branch and Toronto Branch were opened successfully and the applications for the establishment of Paris Branch, Amsterdam Branch and Barcelona Branch under CCB Europe and London Branch were officially approved. The Bank also completed its purchase of its 72% interest in Banco Industrial e Comercial S.A. ( BIC ) in Brazil. As at 31 December 2014, the Group had overseas branches in Hong Kong, Singapore, Frankfurt, Johannesburg, Tokyo, Osaka, Seoul, New York, Ho Chi Minh City, Sydney, Melbourne, Brisbane, Taipei, Luxembourg, Macau and Toronto, and wholly-owned operating subsidiaries including China Construction Bank (Asia) Corporation Limited ( CCB Asia ), China Construction Bank (London) Limited ( CCB London ), China Construction Bank (Russia) Limited Liability Company ( CCB Russia ), China Construction Bank (Dubai) Limited ( CCB Dubai ), China Construction Bank (Europe) S.A. ( CCB Europe ) and China Construction Bank (New Zealand) Limited ( CCB New Zealand ), and held 72% of the total share capital of BIC in Brazil. The Group s overseas entities covered 20 countries and regions. 1
As at 31 December 2014, the Group s total assets, total liabilities and total equity were RMB16,744,130 million (including gross loans and advances to customers of RMB9,474,523 million), RMB15,491,767 million (including total deposits from customers of RMB12,898,675 million) and RMB1,252,363 million, respectively. For the year ended 31 December 2014, the Group s net interest income was RMB437,398 million, representing an increase of 12.28% over the same period in 2013 and the profit before tax was RMB299,086 million, representing an increase of 6.89% over the same period in 2013. The nonperforming loans ( NPL ) ratio of the Group as at 31 December 2014 is 1.19%, representing an increase of 0.20% as compared to the corresponding ratio as at 31 December 2013. As at 31 December 2014, the NPL ratio for domestic corporate loans was 1.66%, an increase of 0.24 percentage points from 2013, and the NPL ratio for personal loans and advances was 0.38%, an increase of 0.06 percentage points over 2013. However, the Bank s NPL ratio was particularly affected by the consolidation of BIC in Brazil, resulting in the NPL ratio for overseas entities and subsidiaries as at 31 December 2014 increasing by 0.81 percentage points over 2013. As at 31 December 2014, the Group s total capital ratio was 14.87% and common equity tier one ratio was 12.12%, representing an increase of 1.53% and 1.37%, respectively, as compared to the corresponding ratio as at 31 December 2013. In 2014, faced with a complex business environment, the Group continued to serve the real economy, focused on deepening reform, accelerated business transformation and development and strengthened risk management in accordance with its strategic vision of integration, multifunction and intensiveness, resulting in the balanced development of the Group s business scope, quality and profitability. The Group maintained a stable market position and its core indicators and market capitalisation continued to be in the leading position among peers. The Group formulated its Transformation and Development Plan of China Construction Bank in 2014, which proposed to accelerate its transformation into a comprehensive banking group and a multi-functional service, intensive growth, innovative and intelligent bank. In accordance with the need to enhance the Group s capacity to serve the PRC s national development, to prevent financial risks and to compete internationally, the Group specified seven key points of transformation, including promoting the management assets and liabilities, strengthening and developing its wholesale business, accelerating the development of its retail business, improving the quality of electronic banking business, enhancing its asset management business in a comprehensive way for its customers, strengthening the competitiveness of subsidiaries and accelerating the expansion of international business and overseas operations. For the year ended 31 December 2014, the Group received 100 accolades from renowned local and international institutions. The Group ranked 2nd by tier-one capital in Top 1000 World Banks in 2014 by The Banker, advancing by three places over 2013; the 29th place in Global 500 and the third place in Emerging 500 published by Financial Times; the second place in Global 2000 published by Forbes; and the 38th place in Fortune Global 500 published by Fortune. In addition, the Group won numerous awards from major domestic and foreign media for its achievements in fields including corporate governance, corporate social responsibilities, risk management, corporate credit, retail business, investment custodial business, underwriting of debt securities, credit card, housing finance and information technology. 2
THE OFFERING The following overview contains some basic information about the Bonds and is qualified in its entirety by the remainder of this Offering Circular. Some of the terms described below are subject to important limitations and exceptions. Terms and phrases used in this overview and not otherwise defined shall have the meanings given to them in Terms and Conditions of the Bonds. The following is an overview of the terms and conditions of the Bonds (the Conditions or the Terms and Conditions ). Prospective investors should refer to Terms and Conditions of the Bonds in this Offering Circular for a detailed description of the Terms and Conditions of the Bonds. Issuer Principal Amount of the Bonds Issue Price China Construction Bank Corporation. US$2,000,000,000 3.875 per cent. Tier 2 Dated Capital Bonds due 2025 (the Bonds ). 99.456 per cent. Status The Bonds constitute direct, unsecured and subordinated obligations of the Issuer, ranking pari passu without any preference among themselves. The claims of the Bondholders for payment of principal and any interest under the Bonds will, in the event of the Winding-up of the Issuer, be subordinated to the claims of depositors and general creditors of the Issuer and shall rank in priority to the claims of all holders of equity capital, Additional Tier 1 Capital Instruments and hybrid capital bonds of the Issuer, present or future, and will rank pari passu with the claims under any other Tier 2 Capital Instruments of the Issuer, present or future. Neither the Trustee nor the Bondholders shall have any right to accelerate any payment of principal or interest under the Bonds other than upon the cessation of business, or initiation of any bankruptcy or other Winding-up Proceedings of the Issuer. Interest of the Bonds From and including the Issue Date to but excluding the Reset Date, 3.875 per cent. per annum. From and including the Reset Date to but excluding the Maturity Date, the applicable interest rate per annum shall be equal to the sum of the Benchmark Rate applicable with respect to the Reset Date plus 2.425 per cent. Interest shall be payable semi-annually in arrear on 13 May and 13 November in each year commencing on 13 November 2015. Issue Date 13 May 2015. Any payment of interest on the Bonds will be subject to the prevailing regulatory requirements of the relevant regulatory authorities in effect at the time of such payment. All payments of interest shall be made from the available resources of the Issuer. Please refer to the risk factor headed The provisions on available resources in the CBRC Capital Regulations are subject to interpretation by the relevant regulatory authorities and the application of the relevant laws, rules and regulations on page 26 of this Offering Circular for further details. 3
Maturity Date Unless previously redeemed, or Written-off, the Bonds will be redeemed at their outstanding principal amount, together with accrued interest, on 13 May 2025. Except as otherwise provided in the Conditions, the Issuer does not have the option to repay the Bonds prior to the Maturity Date. In addition, the Bondholders do not have the right to require the Issuer to repay the Bonds prior to the Maturity Date. Denomination of the Bonds Form of Bonds Write-off on a Non-Viability Event US$200,000 per Bond and integral multiples of US$1,000 in excess thereof. The Bonds will be issued in registered form. If a Non-Viability Event occurs, the Issuer has the right (without any requirement for the consent of the Bondholders), on giving notice to the Bondholders, the Trustee and the Agents, to irrevocably cancel the aggregate principal amount of the Bonds (in whole but not in part) and cease payment of any accrued but unpaid interest under the Bonds, in each case with effect from the next day following the Non-Viability Event Occurrence Date. Once the Bonds have been Written-off, they shall cease to be payable and shall be cancelled permanently and will not be restored or become payable again (whether in whole or in part) in any circumstances, including where the relevant Non-Viability Event ceases to continue. A Non-Viability Event means the occurrence of the earlier of either: (i) (ii) the Chinese Banking Regulatory Commission (the CBRC ) having decided that a Write-off is necessary, without which the Issuer would become non-viable; or any relevant authority having decided that a public sector injection of capital or equivalent support is necessary, without which the Issuer would become non-viable. As at the Issue Date, to the Issuer s knowledge, pursuant to Paragraph 2(3) of the 2012 Guiding Opinions, the relevant authorities regarding paragraph (ii) in the definition above are those which may determine whether a public sector injection of capital or equivalent support is necessary, which includes the State Council, CBRC and PBOC. In making such determination (regarding paragraph (ii) in the definition above), the relevant authorities may consult each other and/or seek joint agreement among themselves. As new regulations, the CBRC Capital Regulations and the 2012 Guiding Opinions will be subject to interpretation and application by the CBRC and the relevant authorities. 4
Write-off Procedures The Bonds shall be Written-off: (i) following the conversion into equity, or the cancellation or reduction in full of the principal amount (or equivalent) and all accrued but unpaid amounts of all Additional Tier 1 Capital Instruments that are capable of being converted, cancelled or reduced; and (ii) concurrently with the conversion into equity, or the cancellation or reduction in full of the principal amount (or equivalent) and all accrued but unpaid amounts of all other Tier 2 Capital Instruments that are capable of being converted, cancelled or reduced. Redemption for Regulatory Reasons Subject to there being no violation of any applicable regulatory requirements, the satisfaction of the Redemption Conditions, and the prior written consent of the CBRC having been obtained, the Issuer may, on giving the Redemption Notice to the Bondholders with not less than 30 nor more than 60 days prior notice (which notice shall be irrevocable, and with a copy to be provided to the Trustee and the Principal Paying Agent) and concurrently making a public announcement of the details of such Redemption Notice, redeem at its option all but not some only of the Bonds, at any time (whether before or following the Call Date) at their principal amount together with interest accrued to but excluding the date fixed for redemption, if a change in the CBRC Capital Regulations or regulations made thereunder occurs on or after the Issue Date having the effect that the Bonds, after having qualified as such, will be fully disqualified as Tier 2 Capital of the Issuer under the CBRC Capital Regulations (other than as a result of any discounting or amortisation requirements as to the eligibility of the Bonds for such inclusion pursuant to the relevant law and regulation in force as at the Issue Date) (the Regulatory Redemption Event ), provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which it is determined that a Regulatory Redemption Event has occurred. Concurrent with the giving of any Redemption Notice pursuant to the foregoing paragraph, the Issuer shall deliver to the Trustee (i) a copy of the written opinion of the CBRC consenting to such redemption, certified as a true copy of the original by the Issuer, and (ii) an opinion of reputable legal advisers of recognised standing addressed to the Trustee to the effect that a Regulatory Redemption Event has occurred and the Redemption Conditions have been satisfied. The Trustee shall be entitled to rely on any such opinion without investigation and, in such event, shall not be liable to the Bondholders or any other person for doing so. Redemption Conditions Redemption Conditions means the following conditions precedent to the exercise of the right of the Issuer to redeem the Bonds prior to their stated maturity: 5
(i) the capital of the Issuer will be replenished by substitution of the Bonds with capital instruments of the same or superior loss absorption quality to the Bonds and such substitution shall only be made at a time at which the Issuer has a sustainable income generating capability; or (ii) the capital position of the Issuer immediately after redemption of the Bonds will remain significantly higher than the regulatory capital requirements prescribed by the CBRC. Redemption at the option of the Issuer The Bonds are redeemable at the option of the Issuer on a one-time basis prior to the Maturity Date. Subject to the satisfaction of the Redemption Conditions and the prior consent of the CBRC having been obtained, the Issuer may, on giving the Redemption Notice to the Bondholders with not less than 30 nor more than 60 days prior notice (which notice shall be irrevocable, and with a copy to be provided to the Trustee and the Principal Paying Agent) and concurrently making a public announcement of the details of such Redemption Notice, redeem at its option all but not some only of the Bonds on 13 May 2020 at their principal amount together with accrued interest to but excluding the date fixed for redemption. Concurrent with the giving of any notice of redemption pursuant to the above, the Issuer shall deliver to the Trustee (i) a copy of the written opinion of the CBRC consenting to such redemption, certified as a true copy of the original by the Issuer, and (ii) an opinion of reputable legal advisers of recognised standing addressed to the Trustee to the effect that the Redemption Conditions have been satisfied. The Trustee shall be entitled to rely on any such opinion without investigation and, in such event, shall not be liable to the Bondholders or any other person for doing so. Substitution or Variation Subject to the prior written consent of the CBRC, the Issuer may (without any requirement for consent of the Bondholders), having given not less than 30 nor more than 60 days notice to the Bondholders (which notice shall be irrevocable, and with a copy to be provided to the Trustee and the Principal Paying Agent), at any time (whether before or following the Call Date) substitute all but not some only of the Bonds for, or vary the terms of the Bonds so that they remain or, as appropriate, become, Qualifying Tier 2 Capital Instruments. Prior to the publication of any notice of substitution or variation, the Issuer shall deliver to the Trustee (i) a copy of the written opinion of the CBRC consenting to such substitution or variation, certified as a true copy of the original by the Issuer, and (ii) an opinion of reputable legal advisers of recognised standing addressed to the Trustee to the effect that the relevant substituted bonds or varied bonds (as the case may be) will as of their effective date remain or, as appropriate, become, Qualifying Tier 2 Capital Instruments. The Trustee shall be entitled to rely on any such opinion without investigation and, in such event, shall not be liable to the Bondholders or any other person for doing so. 6
Enforcement Event; Limited Right & Acceleration Notwithstanding any other provisions of the Bonds, neither the Trustee nor the Bondholders shall have any right to declare any payment of principal or interest under the Bonds or the Trust Deed immediately due and payable other than upon the initiation of any Winding-up Proceedings in respect of the Issuer. If any Winding-up Proceedings in respect of the Issuer are initiated, the Bonds shall immediately become, due and payable at their principal amount together with accrued interest without further formality, and the Trustee may prove and claim in the Winding-up of the Issuer. Without prejudice to the above, the Trustee may without further notice to the Issuer institute such proceedings against the Issuer as it may think fit to enforce any term or condition binding on the Issuer under the Bonds or the Trust Deed (including any payment due under or arising from the Bonds or the Trust Deed, including, without limitation, payment of any principal or interest in respect of the Bonds or the Trust Deed and any damages awarded for breach of any obligations but excluding any right to declare the Bonds immediately due and payable prior to the initiation of any Winding-up Proceedings in respect of the Issuer) and in no event shall the Issuer, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it. Listing Governing Law Rating Trustee Principal Paying Agent Registrar Transfer Agent Clearing Systems Hong Kong Stock Exchange. English law (other than the provisions of the Terms and Conditions relating to subordination, which shall be governed by PRC law). The Bonds are expected to be rated BBB+ and BBB+ by S&P and Fitch, respectively. The Bank of New York Mellon, London Branch The Bank of New York Mellon, London Branch The Bank of New York Mellon (Luxembourg) S.A. The Bank of New York Mellon (Luxembourg) S.A. The Bonds will be represented initially by the Global Certificate, which will be registered in the name of a nominee of, and deposited on the Issue Date with, a common depositary for Euroclear and Clearstream Luxembourg. Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream Luxembourg. Except as described in this Offering Circular, certificates for the Bonds will not be issued in exchange for interests in the Global Certificate. The Common Code and ISIN for the Bonds are 122782018 and XS1227820187, respectively. 7