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Date*:CITIC Bank International Limited (the Issuer)
Issue of US$500,000,000 6.875 per centFixed Rate Notes due June
2020
Important Risk Warning: This is an investment product. The
investment decision is yours but you should not
invest in this product unless the intermediary who sells it to
you has explained to youthat the product is suitable for you having
regard to your financial situation,investment experience and
investment objectives.
The Notes are NOT equivalent to a time deposit. Issuers risk -
The Notes are subject to both the actual and perceived measures
of
credit worthiness of the Issuer. There is no assurance of
protection against a default bythe Issuer in respect of the
repayment obligations. In the worst case scenario, youmight not be
able to recover the principal and any coupon if the Issuer defaults
on theNotes.
Additional risks are disclosed in the section of Risk Factors
below and in therelevant offering documentation of the Notes (which
is available upon request).Please refer to it for details.
WARNING
The contents of this Term Sheet have not been reviewed by any
regulatoryauthority in Hong Kong. You are advised to exercise
caution in relation to theoffer. If you are in any doubt about any
of the contents of this document, youshould obtain independent
professional advice.
IMPORTANT
If you are in doubt as to any aspect of this offer, you should
consult a licensedsecurities dealer, bank manager, solicitor,
certified public accountant or otherprofessional adviser.
Unless otherwise specified in this Term Sheet, any capitalised
terms used but notdefined in this Term Sheet shall have their
meanings as set out in the offeringdocumentation of the Notes
(which is available upon request).
* If you receive this Term Sheet via email, the date of the Term
Sheet is the dateas stated on the email to which it is attached. If
you receive this Term Sheet viafax, the date of the Term Sheet is
the date as stated on the document header or onthe cover letter
which accompanies the Term Sheet. If you are viewing this TermSheet
over the internet, the date of the Term Sheet is the date as stated
on thewebpage to which it is shown.
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Term SheetIssuer CITIC Bank International Limited
Guarantor NoneSeries No: 2Tranche No: 1ISIN Code:
XS0520490672
Type Fixed Rate Subordinated Notes
Rating(A rating is not arecommendation to buy, sellor hold
securities and may besubject to suspension, changeor withdrawal at
any time bythe assigning rating agency.Please contact HSBC staff
ifyou wish to obtain (if any)updated ratings informationprior to
making yourinvestment.)
Issuers rating: Baa1 (Moodys), as at 2 February,2017
Guarantors rating: N/A
The Notes rating: Baa3 (Moodys) / N/A (S&P), as at08 June
2015
(Source: Bloomberg)
Status of the Notes Dated Subordinated Notes
If the Notes are specified as Dated SubordinatedNotes in the
applicable Pricing Supplement, theDated Subordinated Notes and the
relative Receiptsand Coupons constitute direct,
unconditional,unsecured, subordinated obligations of the
Issuer,ranking pari passu without any preference
amongthemselves.
In the event of the Winding-Up of the Issuer, theclaims of the
Trustee, the Noteholders, theReceiptholders and the Couponholders
against theIssuer in respect of the Dated Subordinated Notesand the
relative Receipts and Coupons will besubordinated in right of
payment to the claims ofdepositors and all other unsubordinated
creditors ofthe Issuer and will rank, in the event of the
Winding-Up of the Issuer, at least pari passu in right ofpayment
with all other Subordinated Indebtedness,present and future, of the
Issuer in the mannerprovided in the Trust Deed. Claims in respect
of theNotes will rank in priority to the rights and claims
ofholders of subordinated liabilities which by theirterms rank or
are expressed to rank in right ofpayment junior to the Notes and of
all classes ofequity securities of the Issuer. Any amounts paid
tothe Trustee in the Winding-Up of the Issuer asaforesaid will be
held on trust for distribution in
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satisfaction of the claims of unsubordinated creditorsto the
extent (if any) not fully paid and thereafter inor towards payment
of the amounts due under theDated Subordinated Notes and the
relative Receiptsand Coupons. For these purposes,
SubordinatedIndebtedness means all indebtedness which
issubordinated, in the event of the winding-up of theIssuer, in
right of payment to the claims of depositorsand other
unsubordinated creditors of the Issuer, andfor this purpose
indebtedness shall include allliabilities, whether actual or
contingent.
Issue Date 24 June 2010Maturity Date * 24 June 2020Coupon 6.875
percent per annumCoupon frequency Semi AnnualCall Option
N/ARedemption for TaxReasons N/A
Redemption upon Changeof Control/other specifiedevent
N/A
Redemption upon SpecificEvents N/A
Offering Documentation The Prospectus and Pricing Supplement
dated June2010.Currency & Amount ofthe issue USD
500,000,000
Interest CommencementDate 24 June 2010
Denomination USD 100,000 and integral multiples of USD 1,000
inexcess thereofMinimum InvestmentAmount Per investor: USD
100,000
Redemption at maturity At par (100%)
Interest Payment Date(s) *24th June and December in each year
commencing on24th December 2010 up to and including the
MaturityDate
Listing and Pricing(Please contact HSBC staff for(if any)
updated pricinginformation prior to makingyour investment.)
The Notes are listed on the Singapore StockExchange (the
Exchange).
Certain information with regards to the price andturnover (if
any) of the Notes may be available on theExchange website at
www.sgx.com
The information with regards to the last closing priceand
historical prices of the Notes, which required bySecurities and
Futures Ordinance Schedule 7 Part 1
http://www.sgx.com
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Section 1 (b), (c), (d) and (e), are not included in thedocument
because: there is no record of any trading activity of the Noteson
the Exchange; the historical prices including but not limited to
theclosing price on the last trading day immediatelypreceding (a)
this offer, (b) the public announcementin relation to this offer
and (c) each of the 6 monthsimmediately preceding this offer, as
well as thehighest and the lowest closing prices during theperiod
of last 6 months, are not available publiclythrough the Exchange
and/or other public sources.
Description of the Issuer(from P.78 of Prospectus)
The Issuer is incorporated and licensed in Hong Kongwith
business operations and presence spanningacross Hong Kong, Macau,
the PRC, the UnitedStates and the Cayman Islands. It is
wholly-owned byCITIC International Financial Holdings
Limited(CIFH), which in turn is 70.32 per cent. owned byChina CITIC
Bank Corporation Limited (CNCB), and29.68 per cent. owned by Banco
Bilbao VizcayaArgentaria, S.A. (BBVA) of Spain. CNCB is 62.33per
cent. owned by CITIC Group (CITIC or theCITIC Group) and 15 per
cent. owned by BBVA. Byproviding value-creating financial solutions
to meetthe wealth management and international businessobjectives
of its Greater China and overseascustomers, the Issuer aspires to
be the China Bank ofChoice in Asia with international standards
andcapabilities.
As at the date of this Offering Circular, the Issuer hada
network of 28 branches in Hong Kong, and a brancheach in Macau,
Shanghai, New York, Los Angelesand the Cayman Islands.
Additionally, the Issuerswholly-owned subsidiary, HKCB Finance
Limited(HKCBF), specialises in the provision of consumercredit and
related services in Hong Kong while itsPRC-incorporated
wholly-owned subsidiary, CITICKa Wah Bank (China) Limited (CKWB
China), isheadquartered in Shenzhen with branch presence inBeijing
and Shanghai.
The Issuer is an integral part of CITICs internationalcommercial
banking strategy. It is CITICs exclusivevehicle to develop
commercial banking business inHong Kong, as well as the commercial
bankingplatform for new business expansion for CITIC andBBVA in
Asia. As part of CITICs strategy torestructure and align its
commercial banking
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businesses in Hong Kong and Mainland China whichis currently
operated through the Bank and CNCB,respectively, CITIC privatised
CIFH in November2008 as the first step of CITICs overall strategy
torestructure and align its commercial banking businessin Hong Kong
and Mainland China and to facilitateand maximise synergies from the
tripartitecooperation between the Bank, CNCB and BBVA.
Contact Information of theIssuer
RegisteredOfficeAddress:
3rd Floor Ka Wah Bank Centre232 Des Voeux Road CentralHong
Kong
Fees & Charges Safe CustodyWaived
Interest CollectionWaived
Redemption at MaturityWaived
Stamp Duty No Hong Kong stamp duty is payable on the purchaseof
the Notes
* Actual payment dates are subject to the payment received from
the relevant custodian whichmaybe beyond the stated date due to
time zone difference and different lead time required byindividual
paying agent.
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Risk Factors
There are investment risks involved in buying the Notes
(including the risks set out in theRisk Factors below and the risks
disclosed in the relevant offering documentation of theNotes, which
is available upon request). Before applying for any of the Notes,
you shouldconsider the risks involved in investing in the Notes and
consider whether the Notes aresuitable for you in light of your own
financial circumstances and investment objectives. Ifyou are in any
doubt, you should get independent professional advice.
Risk factors relating to the Notes in general
The Notes are mainly for medium to long term investment, not for
short termspeculation. You should be prepared to invest your funds
in the Notes for the fullinvestment tenor; you could lose part or
all of your investment if you choose to sellthe Notes prior to
maturity.
The Notes are not equivalent to, nor should they be treated as a
substitute for, timedeposit. They are NOT protected deposits and
are NOT protected by the DepositProtection Scheme in Hong Kong.
Receipt of any interest and principal amount at maturity of the
Notes is subject tothe credit risk and default risk of the Issuer.
In case of default, the holder of theNotes may not be able to
receive back the principal amount invested or any interestpayable
on the Notes. The holder of the Notes bears the credit risk and the
defaultrisk of the Issuer and has no recourse to HSBC unless HSBC
is the Issuer itself.
One or more independent credit rating agencies may assign credit
ratings to an issueof the Notes and the Issuer. Credit ratings may
not reflect all of the risks related tothe Notes, the Issuer and
other factors that may affect the value of the Notes. Creditratings
do not guarantee the creditworthiness of the Issuer.
A credit rating by the rating agency is not a recommendation to
buy, sell or holdsecurities and may be subject to revision,
suspension or withdrawal at any time. Asuspension, reduction or
withdrawal at any time of any rating assigned to the Notesmay
adversely affect the market price of the Notes.
The market price of the Notes may fluctuate with market changes.
Factors affectingthe market price of the Notes include, but are not
limited to, fluctuations in interestrates, credit spreads, and
liquidity premiums. In particular, investment in the Notesis
susceptible to fluctuations in interest rates which may adversely
affect the valueof the Notes. The price of the Notes may generally
fall when the interest rates rise.The fluctuation in yield
generally has a greater effect on prices of longer tenor
notes.There is an inherent risk that losses may be incurred rather
than profit made as aresult of buying and selling the Notes.
The Issuer may have the right (but not the obligation) to early
redeem the Notesprior to maturity date upon occurrence of certain
events (please refer to the offeringdocumentation of the Notes for
details). If the Issuer exercises its right to redeem theNotes
before they mature, you may suffer a substantial loss under the
Notes and youmay not be able to enjoy the same rates of return when
you re-invest the amountreceived under such early redemption in
other investments with similar riskparameters.
If you wish to sell the Notes, HSBC may but is not obliged to
repurchase thembased on the prevailing market price under normal
market circumstances, but the
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selling price may differ from the original buying price due to
changes in marketconditions.
There may be exchange rate risks if you choose to convert
payments made on theNotes to your home currency.
Notes may have no established trading market when issued, and
one may neverdevelop. Even if a secondary market does develop, the
secondary market for theNotes may not provide significant liquidity
or may trade at prices based on theprevailing market conditions and
may not be in line with your expectations.Therefore, you may not be
able to sell the Notes easily before maturity or at pricesthat will
provide you with a yield comparable to similar investments that
have adeveloped secondary market.
Notes which are subordinated
The payment obligations of the Issuer are unsecured and
subordinated-obligations of the Issuer. This means that, upon the
occurrence of anyinsolvency or winding-up of the Issuer, the claims
of the Noteholders will besubordinated in right of payment and will
rank behind the claims of, amongstothers, the holder of the
unsubordinated debentures (if any) and otherunsubordinated
indebtedness of the Issuer. Therefore, in a winding-upproceeding,
the Noteholders may recover less than the holders of
otherunsubordinated liabilities of the Issuer.
There is no restriction on the amount of securities which the
Issuer may issue-and which rank senior to, or pari passu with, the
Notes. The issue of any suchsecurities may reduce the amount
recoverable by you in case of a winding-up ofthe Issuer. The Notes
are subordinated obligations of the Issuer. Accordingly,in the
winding-up of the Issuer, there may not be a sufficient amount to
satisfythe amounts owing to holders of the Notes.
You will bear higher risks than holders of the Issuers
unsubordinated-noteholders (if any) and other unsubordinated
indebtedness due to a lowerpriority of claim in the event of the
Issuers insolvency except those claimswhich rank pari passu with or
junior to the Notes.
The Notes may pay a higher rate of coupon than comparable Notes
which are-not subordinated, however, there is a real risk that you
will lose all or some ofits investment and will not receive a full
return of the principal amount or anyunpaid amounts due under the
Notes.
Please be aware the concentration risk of investing in bonds
issued by the same-issuer or companies by the same group. A
degrading of any of the groupcompany's credit rating may expose the
whole group to contagion risk. Pleasebe also aware the risk of over
concentrating investment in the high riskinvestment products.
Please refer to the offering documentation of the Notes for
other risk factors relating to theIssuer and the Notes.
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Investors Commitment and Acknowledgements
When you place your order for the Notes, you are deemed to make
a series of confirmationsand acknowledgements, including that
you:
have read and understood this Term Sheet, including the risks of
investing in the Notes(i)as explained in the section Risk Factors
before making any investment decision;
understand that you should refer to the relevant offering
documentation of the Notes,(ii)which is available upon request, for
further details on the terms of the Notes and risksinvolved before
making any investment decision;
confirm that you are prepared to invest your funds in the Notes
for the full investment(iii)tenor; you could also lose part or all
of your investment if you choose to sell yourNotes prior to
maturity;
understand that this document is not intended to provide and
should not be relied upon(iv)for tax, legal or accounting advice,
investment recommendations or credit worthinessor other evaluation
of the Issuer; prospective investors should consult their tax,
legal,accounting and/or other advisors; and
understand that you should avoid excessive investment in a
single type investment,(v)with regard to its total proportion of
your overall portfolio, in order to guard againstoverexposure to
any single investment.
How to find out the current market value of your investment
after purchase?
The current market value of your investment will be available
upon request. Please contactour staff at any HSBC branch in Hong
Kong.
Note: If you have any feedback or complaint about any aspect of
the service you have received,please contact our Hong Kong
branches, call (852) 2233 3322 for HSBC Premier customers,(852)
2748 8333 for HSBC Advance customers or (852) 2233 3000 for Other
Personal Bankingcustomers, or write to the Customer Relations
Department at P.O. Box No. 71169 KowloonCentral Post Office, or
send an email to [email protected]. We will respond to
acomplaint within a reasonable period of time normally not
exceeding 30 days in generalcircumstances. If you are not satisfied
with the outcome of your complaint, you have the rightto refer the
matter to the Banking Services Complaints Unit of Hong Kong
Monetary Authorityat 55th Floor Two International Finance Centre, 8
Finance Street, Central, Hong Kong. Formonetary dispute, you have
the right to refer the matter to the Financial Dispute
ResolutionCentre Unit 3701-4, 37/F, Sunlight Tower, 248 Queens Road
East, Wan Chai, Hong Kong.
References to websites
References to the websites stated in this document where further
information may beobtained are intended as guides for you to access
further public information on the securities.Information appearing
on such websites is not part of the offering documents. HSBC
acceptno responsibility whatsoever that such other information, if
available, is accurate and/or up-to-date, and no responsibility is
accepted in relation to any such information by us and
ourrespective affiliates.
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DisclaimerThe Hongkong and Shanghai Banking Corporation Limited
(HSBC) has issued this document. Theinformation contained in this
termsheet is derived from sources HSBC believes to be reliable, but
whichHSBC has not independently verified. HSBC makes no
representation or warranty (express or implied)of any nature nor is
any responsibility of any kind accepted with respect to the
completeness or accuracyof any information, projection,
representation or warranty (expressed or implied) in, or omission
from,this document. The information in this document does not
constitute a solicitation for the purchase orsale of any
securities, commodity or the Notes. Any opinions expressed therein
are given in good faith,but are subject to change without notice.
No liability is accepted whatsoever for any direct, indirect
orconsequential loss arising from the use of this document. Please
note that the above rates or prices arefor indicative purposes only
and may vary in accordance with changes in market condition.
Distributionof this document may be restricted by law in certain
jurisdictions and the information contained herein isto the
recipients and may not be reproduced or otherwise disseminated.
HSBC and its affiliates and/orofficers, directors and employees may
have positions in any instruments or currencies mentioned in
thisdocument and may from time to time add to or dispose of such
instruments or currencies. User of theinformation is advised to
make independent judgment with respect to any matter contained
herein.
Issued by The Hongkong and Shanghai Banking Corporation Limited
(HSBC) registered at1 Queens Road Central, Hong KongThe Hongkong
and Shanghai Banking Corporation Limited is the distributor which
is awholly owned subsidiary of HSBC Holdings plc, the holding
company of the HSBC Group.
The Hongkong and Shanghai Banking Corporation LimitedAuthorised
and Regulated by Hong Kong Monetary AuthorityA registered
institution under the Securities and Futures Ordinance, with
CentralEntity Identity Number AAA523Registered Office: 1 Queens
Road Central, Hong KongTel: +852 2996 6730, Member HSBC Group
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*:
()500,000,0006.875%20206
*
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2
1
ISIN : XS0520490672
Baa1201722
Baa3201568
2010624 * 2020624 6.875%
20106 500,000,000 2010624
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100,0001,000 : 100,000 (100%)
* 624122420101224
www.sgx.com
711(b)(c)(d)(e)
(a) (b)(c)
78 )
CIFHCIFH CNCBBanco BilbaoVizcaya Argentaria, S.A.
BBVA70.32%29.68%CNCB BBVA 62.33%15%
28 HKCBFCKWB China
BBVA CNCB 2008 11 CIFH CNCB BBVA
232 3
http://www.sgx.com
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*
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(i)
(ii)
(iii)
(iv)
(v)
(852) 2233 3322(852) 2748 8333(852)2233
[email protected] 8 255 (24837 3701-04 )
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1
AAA5231 +852 2996 6730