Fixed Rate Notes due January 2023
Guaranteed by Subsidiaries of Country Garden Holdings
Company Limited (the “Guarantor”)
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 you
that 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.
• Issuer’s / Guarantor’s risk - The Notes are subject to both the actual and perceived
measures of credit worthiness of the Issuer and the Guarantor. There is no assurance of
protection against a default by the Issuer or the Guarantor in respect of the repayment
obligations. In the worst case scenario, you might not be able to recover the principal and
any coupon if the Issuer or the Guarantor defaults on the Notes.
• Additional risks are disclosed in the section of “Risk Factors” below and in the relevant
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 regulatory authority
in Hong Kong. You are advised to exercise caution in relation to the offer. If you are
in any doubt about any of the contents of this document, you should obtain
independent professional advice.
IMPORTANT
If you are in doubt as to any aspect of this offer, you should consult a licensed
securities dealer, bank manager, solicitor, certified public accountant or other
professional adviser.
Unless otherwise specified in this Term Sheet, any capitalised terms used but not
defined in this Term Sheet shall have their meanings as set out in the offering
documentation of the Notes (which is available upon request).
* If you receive this Term Sheet via email, the date of the Term Sheet is the date as
2
stated on the email to which it is attached. If you receive this Term Sheet via fax, the
date of the Term Sheet is the date as stated on the document header or on the cover
letter which accompanies the Term Sheet. If you are viewing this Term Sheet over the
internet, the date of the Term Sheet is the date as stated on the webpage to which it is
shown.
3
Guarantor
Rating
withdrawal at any time by the
assigning rating agency. Please
information prior to making your
investment.)
Issuer’s rating: Ba1 (Moody’s) & BB (S&P), as at 13 July,
2017
Guarantor’s rating: N/A
The Notes’ rating: Ba1 (Moody’s) & BB (S&P), as at 13
July, 2017
(Source: Bloomberg)
Coupon 7.5 per cent. per annum
Coupon frequency Semi-Annual
Call Schedule
At any time and from time to time on or after January 10 ,
2018, the Company may redeem the Notes, in whole or in
part, at a redemption price equal to the percentage of
principal amount set forth below plus accrued and unpaid
interest to (but not including) the redemption date if
redeemed during the twelve month period beginning on
January 10 of each of the years indicated below
Period Redemption Price
Note
At any time and from time to time on or after January 10,
2018, the Company may redeem the Notes, in whole or in
part, at the redemption prices set forth in “Description of the
Notes—Optional Redemption,” plus accrued and unpaid
interest to (but not including) the redemption date.
At any time prior to January 10, 2018 the Company may at its
option redeem the Notes, in whole but not in part, at a
redemption price equal to 100% of the principal amount of
the Notes plus the Applicable Premium as of, and accrued
4
and unpaid interest, if any, to (but not including) the
redemption date, as set forth in “Description of the Notes—
Optional Redemption.”
At any time and from time to time prior to January 10, 2016,
the Company may redeem up to 35% of the aggregate
principal amount of the Notes with the Net Cash Proceeds of
one or more sales of Common Stock of the Company in an
Equity Offering at a redemption price of 107.50% of the
principal amount of the Notes, plus accrued and unpaid
interest, if any, to (but not including) the redemption date;
provided that at least 65% of the aggregate principal amount
of the Notes originally issued on the Original Issue Date
remains outstanding after each such redemption and any such
redemption takes place within 60 days after the closing of the
related Equity Offering.
Subject to certain exceptions and as more fully described in
“Termsheet" / "Offering document, the Company may
redeem the Notes, as a whole but not in part, at a redemption
price equal to 100% of the principal amount thereof, together
with accrued and unpaid interest, if any, to the date fixed by
the Company for redemption, if the Company or a Subsidiary
Guarantor would become obligated to pay certain additional
amounts as a result of certain changes in specified tax laws or
certain other circumstances. See “Description of the Notes—
Redemption for taxation reasons.”
Redemption upon Change of
Event, the Company will make an offer to repurchase all
outstanding Notes at a purchase price equal to 101% of their
principal amount plus accrued and unpaid interest, if any, to
the repurchase date.
See "Description of the Note - Repurchase of Notes upon a
Change Triggering Event"
1) general obligations of the Company;
2) senior in right of payment to any existing and future
obligations of the Company expressly subordinated in right
of payment to the Notes;
3) at least pari passu in right of payment with all other
unsecured, unsubordinated Indebtedness of the Company
(subject to any priority rights of such unsubordinated
Indebtedness pursuant to applicable law);
4) guaranteed by the Subsidiary Guarantors on a senior basis,
subject to the limitations described below under the caption
“—The Subsidiary Guarantees” and in “Risk factors—Risks
relating to the Subsidiary Guarantees and the Collateral;” and
5) effectively subordinated to all existing and future
obligations of the Non-Guarantor Subsidiaries. In addition,
5
Guarantees and the Collateral,” the Notes will be secured by
a pledge of the Collateral as described below under the
caption “Description of the Notes—Security” and will:
6) be entitled to a first priority lien on the Collateral (subject
to any Permitted Liens and the Intercreditor Agreement); and
7) rank effectively senior in right of payment to unsecured
obligations of the Company with respect to the value of the
Collateral pledged by the Company securing the Notes
(subject to any priority rights of such unsecured obligations
pursuant to applicable law).
Call Frequency Anytime on or after 10 January, 2018
Subsidiary Guarantee(s)
guarantee the due and punctual payment of the principal of,
premium, if any, interest on, and all other amounts payable
under, the Notes.
circumstances. See “Description of the Notes—The
Subsidiary Guarantees—Release of the Subsidiary
Guarantees.”
Indenture on the Original Issue Date will be Smart World
Development Holdings Ltd, Angel View International
Limited, Boavista Investments Limited, Estonia Development
Ltd, Falcon Investments Development Ltd, Impreza Group
Limited, Infiniti Holdings Development Limited, United
Gain Group Ltd, Wise Fame Group Ltd, Country Garden
(Hong Kong) Development Company Limited. These
Subsidiary Guarantors consist of all of the Company’s
Restricted Subsidiaries other than the Non-Guarantor
Subsidiaries (defined below). All of the Subsidiary
Guarantors other than Country Garden (Hong Kong)
Development Company Limited are holding companies that
do not have significant operations. None of Power Great
Enterprises Limited, the Unrestricted Subsidiaries (as defined
in “Description of the Notes”) and the Restricted Subsidiaries
organized under the laws of the PRC (collectively, the “PRC
Non-Guarantor Subsidiaries,” and together with Power Great
Enterprises Limited and the Unrestricted Subsidiaries, the
“Non-Guarantor Subsidiaries”) will be a Subsidiary
Guarantor on the Original Issue Date. See “Risk factors—
Risks relating to the Subsidiary Guarantees and the
Collateral—Our initial Subsidiary Guarantors do not
currently have significant operations.”
subsidiaries organized under the lawsof the PRC), will
provide a guarantee of the Notes promptly after it becomes a
Restricted Subsidiary.
1) is a general obligation of such Subsidiary Guarantor;
2) is effectively subordinated to secured obligations of such
Subsidiary Guarantor, to the extent of the value of the assets
serving as security therefor;
3) is senior in right of payment to all future obligations of
such Subsidiary Guarantor expressly subordinated in right of
payment to such Subsidiary Guarantee; and
4) ranks at least pari passu with all other unsecured,
unsubordinated Indebtedness of such Subsidiary Guarantor
(subject to any priority rights of such unsubordinated
Indebtedness pursuant to applicable law).
In addition, subject to the limitations described in “Risk
factors—Risks relating to the Subsidiary Guarantees and the
Collateral,” the Subsidiary Guarantees of each Subsidiary
Guarantor Pledgor:
5) will be entitled to a first ranking security interest in the
Collateral (subject to any Permitted Liens and the
Intercreditor Agreement) pledged by such Subsidiary
Guarantor Pledgor, as described below under the caption
“Description of the Notes—Security;” and
6) will rank effectively senior in right of payment to the
unsecured obligations of such Subsidiary Guarantor Pledgor
with respect to the value of the Collateral securing such
Subsidiary Guarantee (subject to any priority rights of such
unsecured obligations pursuant to applicable law). See “Risk
factors—Risks relating to the Subsidiary Guarantees and the
Collateral.”
The Company has pledged, or caused the initial Subsidiary
Guarantor Pledgors to pledge, as the case may be, the Capital
Stock of all of the initial Subsidiary Guarantors (the
“Collateral”) on a first priority basis to The Bank of New
York Mellon as collateral agent (for the benefit of the trustee
for the holders of the Convertible Bonds (the “2013
Trustee”), the trustee for the benefit of the holders of the
2014 Notes (the “2014 Trustee”), the trustee for the benefit of
the holders of the 2017 Notes (the “2017 Trustee”), the
trustee for the benefit of the holders of the 2015 Notes (the
“2015 Trustee”), the trustee for the benefit of the holders of
the 2018 Notes (the “2018 Trustee”) and each holder of pari
passu secured indebtedness permitted under the 2013 Trust
Deed, the 2014 Indenture, the 2017 Indenture, the 2015
Indenture and the 2018 Indenture) in order to secure the
7
obligations of the Company under the 2013 Trust Deed and
the obligations of the Company and the Subsidiary Guarantor
Pledgors under the 2014 Indenture, the 2017 Indenture, the
2015 Indenture and the 2018 Indenture.
On the Original Issue Date, the Collateral will secure on a
pari passu basis the obligations of the Company (i) under the
2013 Trust Deed, (ii) the 2014 Notes and the subsidiary
guarantees provided by the Subsidiary Guarantor Pledgors
under the 2014 Indenture, (iii) the 2017 Notes and the
subsidiary guarantees provided by the Subsidiary Guarantor
Pledgors under the 2017 Indenture, (iv) the 2015 Notes and
the subsidiary guarantees provided by the Subsidiary
Guarantor Pledgors under the 2015 Indenture, (v) the 2018
Notes and the subsidiary guarantees provided by the
Subsidiary Guarantor Pledgors under the 2018 Indenture and
(vi) the Notes and the Subsidiary Guarantees provided by the
Subsidiary Guarantor Pledgors under the Indenture. The
Collateral securing the Notes and the Subsidiary Guarantees
may be released or reduced in the event of certain asset sales
and certain other circumstances. In addition, the Company
and each Subsidiary Guarantor Pledgor may incur additional
Permitted Pari Passu Secured Indebtedness which would be
secured by the Collateral on a pari passu basis with the Notes
and the Subsidiary Guarantees, subject to the Intercreditor
Agreement. See “Description of the Notes—Security—
Intercreditor Agreement” and “Description of the Notes—
Security.”
Intercreditor Agreement
The Company, the 2013 Trustee on behalf of the holders of
the Convertible Bonds, the 2014 Trustee on behalf of the
holders of the 2014 Notes, the 2017 Trustee on behalf of the
holders of the 2017 Notes, the 2015 Trustee on behalf of the
holders of the 2015 Notes, the 2018 Trustee on behalf of the
holders of the 2018 Notes and The Bank of New York
Mellon solely in its capacity as collateral agent and
intercreditor agent (in each case referred to herein as the
“Intercreditor/Collateral Agent”) are each parties to an
intercreditor agreement dated September 10, 2009 (as
supplemented on each of September 23, 2009, April 22,
2010, August 11, 2010 and February 23, 2011) (the “Existing
Intercreditor Agreement”). On or prior to the Original Issue
Date, the Trustee on behalf of the holders of the Notes will
have entered into a supplement to the Intercreditor
Agreement with the parties to the Existing Intercreditor
Agreement to supplement and amend the Existing
Intercreditor Agreement (the Existing Intercreditor
Agreement as supplemented and amended from time to time
pursuant to the terms thereof, the “Intercreditor Agreement”).
The Intercreditor Agreement will provide that enforcement
8
actions in respect of the Collateral may be taken by the
Intercreditor/Collateral Agent following an event of default
under the Convertible Bonds, the 2014 Notes, the 2017
Notes, the 2015 Notes, the 2018 Notes or the Notes.
Offering Documentation The Offering Memorandum dated 3 January 2013 (the
“Offering Memorandum”)
Interest Commencement Date 10 January 2013
Denomination USD 200,000 and integral multiples of USD 1,000 in excess
thereof
Redemption at maturity At par (100%)
Interest Payment Date(s) *
commencing on 10 July 2013 up to and including the
Maturity Date
Financial Covenants
things:
disqualified or preferred stock;
2) declare dividends on its capital stock or purchase or
redeem capital stock;
4) issue or sell capital stock of Restricted Subsidiaries;
5) guarantee indebtedness of Restricted Subsidiaries;
6) sell assets;
7) create liens;
9) enter into agreements that restrict the Restricted
Subsidiaries’ ability to pay dividends, transfer assets or make
intercompany loans;, transfer assets or make intercompany
loans;
11) effect a consolidation or merger.
These covenants are subject to a number of important
qualifications and exceptions described in “Description of the
Notes—Certain covenants.”
Listing and Pricing
(if any) updated pricing
investment.)
“Exchange”).
Certain information with regards to the price and turnover (if
any) of the Notes may be available on the Exchange website
at http://www.sgx.com
The information with regards to the last closing price and
historical prices of the Notes, which is required by the
Securities and Futures Ordinance Schedule 7 Part 1 – Section
9
1(b), (c), (d) and (e), are not included in this Term Sheet
because:
there is no record of any trading activity of the Notes
on the Exchange;
closing price on the last trading day immediately
preceding (a) this offer, (b) the public announcement
in relation to this offer, and (c) each of the 6 months
immediately preceding this offer, as well as the
highest and the lowest closing prices during the
period of last 6 months, are not available publicly
through the Exchange and/or other public sources.
Description of the Issuer (from
page 129 of the Offering
Memorandum)
The Issuer is one of the leading integrated property
developers in the PRC, with substantially all of its assets and
operations based in the PRC. Since the commencement of its
property development activities in 1997, it has been benefited
from, and it expects to continue to benefit from, the growth in
the property sector associated with the economic
development in the PRC, particularly in Guangdong
Province, which is one of the most affluent provinces and
fastest growing economies in the PRC. Its primary business
has been the development of large-scale residential
community projects and the sale of various types of
properties, including townhouses, apartment buildings,
parking spaces and retail shops. The majority of their
products are targeted towards end-user customers. As an
integrated property developer, its lines of business also
include construction, installation, fitting and decoration as
well as property management. Their residential home projects
are generally located in the suburban areas of first-tier cities
and in the newly urbanized town centers of second- and third-
tier cities. In December 2011, it expanded our operations into
Malaysia.
Contact Information of the
Grand Cayman
Waived
Stamp Duty No Hong Kong stamp duty is payable on the purchase of the
Notes
* Actual payment dates are subject to the payment received from the relevant custodian which
maybe beyond the stated date due to time zone difference and different lead time required by
individual paying agent.
Risk Factors
There are investment risks involved in buying the Notes (including the risks set out in the
“Risk Factors” below and the risks disclosed in the relevant offering documentation of the
Notes, which is available upon request). Before applying for any of the Notes, you should
consider the risks involved in investing in the Notes and consider whether the Notes are
suitable for you in light of your own financial circumstances and investment objectives. If
you 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 term
speculation. You should be prepared to invest your funds in the Notes for the full
investment tenor; you could lose part or all of your investment if you choose to sell
the Notes prior to maturity.
The Notes are not equivalent to, nor should they be treated as a substitute for, time
deposit. They are NOT protected deposits and are NOT protected by the Deposit
Protection Scheme in Hong Kong.
Receipt of any interest and principal amount at maturity of the Notes is subject to the
credit risk and default risk of the Issuer and the Guarantor. In case of default, the
holder of the Notes may not be able to receive back the principal amount invested or
any interest payable on the Notes. The holder of the Notes bears the credit risk and
the default risk of the Issuer and the Guarantor and has no recourse to HSBC unless
HSBC is the Issuer or the Guarantor itself.
One or more independent credit rating agencies may assign credit ratings to an issue
of the Notes, the Issuer and the Guarantor. Credit ratings of the Notes may not reflect
all of the risks related to the Notes, the Issuer, the Guarantor and other factors that
may affect the value of the Notes. Credit rating agencies do not guarantee the
creditworthiness of the Issuer and the Guarantor.
A credit rating by the rating agency is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension or withdrawal at any time. A
suspension, reduction or withdrawal at any time of any rating assigned to the Notes
may adversely affect the market price of the Notes.
The market price of the Notes may fluctuate with market changes. Factors affecting
the market price of the Notes include, but are not limited to, fluctuations in interest
rates, credit spreads, and liquidity premiums. In particular, the investment in the
Notes is susceptible to fluctuations in interest rates which may adversely affect the
value of 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
a result of buying and selling the Notes.
The Issuer may have the right (but not the obligation) to early redeem the Notes prior
to maturity date upon occurrence of certain events (please refer to the offering
documentation of the Notes for details). If the Issuer exercise its right to redeem the
12
Notes before they mature, you may suffer a substantial loss under the Notes and you
may not be able to enjoy the same rates of return when you re-invest the amount
received under such early redemption in other investments with similar risk
parameters.
If you wish to sell the Notes, HSBC may but is not obliged to repurchase them based
on the prevailing market price under normal market circumstances, but the selling
price may differ from the original buying price due to changes in market conditions.
There may be exchange rate risks if you choose to convert payments made on the
Notes to your home currency.
Notes may have no established trading market when issued, and one may never
develop. Even if a secondary market does develop, the secondary market for the
Notes may not provide significant liquidity or may trade at prices based on the
prevailing 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 prices
that will provide you with a yield comparable to similar investments that have a
developed secondary market.
Please refer to the offering documentation of the Notes for other risk factors relating
to the Issuer, the Guarantor and the Notes.
Risk factors relating to the Callable Notes
Notes subject to optional redemption/ repurchase of notes upon a change of control
triggering event/ redemption for tax reasons
- The Issuer may not have enough available funds at the time of the occurrence of
any optional redemption/ repurchase of notes upon a change of control triggering
event/ redemption for tax reasons to make purchases of outstanding Notes, and
the Issuer's failure to repurchase will constitute an event of default under the
Notes and may constitute an event of default under other indebtedness of the
Issuer. For further details, please refer to “Description of the Notes – Optional
Redemption, Repurchase of Notes Upon a Change Triggering Event, and
Redemption for Taxation Reasons” of the offering documentation of the Notes.
Notes with callable features
- The Notes are embedded with selling option(s) to the Issuer, which give the
Issuer a right (but not the obligation) to call and early redeem the Notes prior to
maturity date (please refer to the offering documentation of the Notes for details).
If the Issuer exercises its right to redeem the Notes before they mature, you may
suffer a substantial loss under the Notes and you may not be able to enjoy the
same rates of return when you re-invest the amount received under such early
redemption in other investments with similar risk parameters.
Risk factors relating to High Yield Notes
13
In general, the Notes are either unrated or non-investment graded. The Notes may
have a higher yield than investment graded notes, however, they present greater risks
with respect to liquidity, volatility, vulnerability to economic cycles and non-payment
of principal and coupon. They incur a greater degree of credit risk relative to other
fixed income securities.
The Notes are subject to greater default risk of the Issuer and the Guarantor than
other investment graded notes due to higher credit risk of the Issuer and the
Guarantor and lower priority of claim by the Noteholders. Various factors may affect
the ability of the Issuer and the Guarantor to repay its debt obligations, including but
not limited to poor management, changes in management, failure to anticipate shifts
in the Issuer’s market, rising costs of raw materials, regulations and new competition.
Events that adversely affect a whole industry can have a blanket effect on the bonds
of its members.
Notes which are cross-border issues which have no recovery history for offshore
Noteholders claiming right domestically. Therefore, in case of default, the time
required for claim on corporate assets in a liquidation distribution may be longer than
investment graded notes due to lower priority of claim and the domestic restrictions
on the Noteholders’ right to claim.
The market value of the Notes are more sensitive to factors such as variations in the
Issuer’s financial conditions, the Issuer’s developments involving its business and
changes thereof applicable to the Issuer’s industry. The Notes are subject to
vulnerability to economic cycles, in particular, the Notes are more vulnerable to the
general economic condition than investment graded notes. During an economic
downturn, the Notes will typically lose more principal value and thus subject to
greater price volatility than investment graded notes as a result of an increase in
default risk and as investors become more risk adverse.
If the Notes are rated, the relevant credit rating agencies may downgrade the relevant
rating of the Notes at any time. In some cases, the market anticipates downgrades by
bidding down prices prior to the actual rating agency announcement. Before such
downgrade of rating, the relevant credit rating agencies may place the Notes on a
“creditwatch” status, which may adversely affect the market price of the Notes.
Liquidity refers to the investor’s ability to sell a bond quickly and at an efficient price,
as reflected in the bid-ask spread. A difference may exist between the price buyers
are bidding and the prices sellers are asking. For largely and actively traded bond,
the gap is often smaller, producing greater liquidity. The Notes may be less liquid
than investment graded notes, depending on the Issuer and the market conditions at
any given time.
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 group company's credit
rating may expose the whole group to contagion risk. Please be also aware the risk of
over concentrating investment in the high risk investment products.
Please refer to the "High Yield Bond Fact Sheet" for further details of the features
and risks of High Yield Notes.
14
Investor’s Commitment and Acknowledgements
When you place your order for the Notes, you are deemed to make a series of confirmations and
acknowledgements, including that you:
(i) have read and understood this Term Sheet and the “High Yield Bond Fact Sheet”,
including the risks of investing in the Notes as explained in the section “Risk Factors” in
this Term Sheet and the sections “Risk Disclosure for all Bonds” and “Additional Risk
Disclosure for High Yield Bonds” in the “High Yield Bond Fact Sheet” before making any
investment decision;
(ii) understand that you should refer to the relevant offering documentation of the Notes,
which is available upon request, for further details on the terms of the Notes and risks
involved before making any investment decision;
(iii) confirm that you are prepared to invest your funds in the Notes for the full investment
tenor; you could also lose part or all of your investment if you choose to sell your Notes
prior to maturity;
(iv) understand that this document is not intended to provide and should not be relied upon for
tax, legal or accounting advice, investment recommendations or credit worthiness or other
evaluation of the Issuer and the Guarantor; prospective investors should consult their tax,
legal, accounting and/or other advisors; and
(v) understand that you should avoid excessive investment in a single type investment, with
regard to its total proportion of your overall portfolio, in order to guard against
overexposure 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 contact our
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 Banking
customers, or write to the Customer Relations Department at P.O. Box No. 71169 Kowloon Central
Post Office, or send an email to feedback@hsbc.com.hk. We will respond to a complaint within a
reasonable period of time normally not exceeding 30 days in general circumstances. If you are not
satisfied with the outcome of your complaint, you have the right to refer the matter to the
Enforcement Department of Hong Kong Monetary Authority at 55th Floor Two International
Finance Centre, 8 Finance Street, Central, Hong Kong. For monetary dispute, you have the right to
refer the matter to the Financial Dispute Resolution Centre at Unit 3701-4, 37/F, Sunlight Tower,
248 Queen’s Road East, Wan Chai, Hong Kong.
15
References to websites
References to the websites stated in this document where further information may be obtained 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 accept no 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 our respective affiliates.
16
Disclaimer
The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) has issued this document. The
information contained in this termsheet is derived from sources HSBC believes to be reliable, but which
HSBC 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 accuracy of 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 or sale 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 or consequential loss
arising from the use of this document. Please note that the above rates or prices are for indicative purposes
only and may vary in accordance with changes in market condition. Distribution of this document may be
restricted by law in certain jurisdictions and the information contained herein is to the recipients and may not
be reproduced or otherwise disseminated. HSBC and its affiliates and/or officers, directors and employees
may have positions in any instruments or currencies mentioned in this document and may from time to time
add to or dispose of such instruments or currencies. User of the information is advised to make independent
judgment with respect to any matter contained herein.
Issued by The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) registered at 1
Queen’s Road Central, Hong Kong
The Hongkong and Shanghai Banking Corporation Limited is the distributor which is a wholly
owned subsidiary of HSBC Holdings plc, the holding company of the HSBC Group.
The Hongkong and Shanghai Banking Corporation Limited
Authorised and Regulated by Hong Kong Monetary Authority
A registered institution under the Securities and Futures Ordinance, with Central
Entity Identity Number AAA523
Tel: +852 2996 6730, Member HSBC Group
17
*

713
713

100%




6)




6)



—
2009910
2009923201042220108112011
223

Grand Cayman,











(v)
(852)
2233 3322(852) 2748 8333 (852) 2233 3000
71169






—