IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE THE UNITED STATES INRELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED

IMPORTANT: You must read the following before continuing. The following applies to the offering circular followingthis page (the Offering Circular), and you are therefore advised to read this carefully before reading, accessing ormaking any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the followingterms and conditions, including any modifications to them any time you receive any information from us as a result ofsuch access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALEIN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THESECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATESSECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANYSTATE OR OTHER JURISDICTION OF THE UNITED STATES, AND SECURITIES IN BEARER FORM ARESUBJECT TO U.S. TAX LAW REQUIREMENTS. THE SECURITIES MAY NOT BE OFFERED, SOLD OR (INTHE CASE OF THE NOTES IN BEARER FORM) DELIVERED WITHIN THE UNITED STATES EXCEPTPURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSONELECTRONICALLY OR OTHERWISE AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER,AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY ADDRESS IN THE UNITED STATES. ANYFORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT, IN WHOLE OR IN PART, ISUNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THESECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your Representation: In order to be eligible to view the Offering Circular or make an investmentdecision with respect to the securities, investors must be outside the United States in reliance on Regulation S under theSecurities Act. The Offering Circular is being sent at your request and by accepting the e-mail and accessing the OfferingCircular, you will be deemed to have represented to us that (1) you and any customers you represent are persons outsideof the United States and that the electronic mail address that you gave to us and to which the Offering Circular has beendelivered is not located in the United States and (2) you consent to delivery of the Offering Circular by electronictransmission.

The attached document is being furnished in connection with an offering in offshore transactions outside the United Statesin compliance with Regulation S under the Securities Act solely for the purpose of enabling a prospective investor toconsider the purchase of the securities described herein. You are reminded that the information in the attached OfferingCircular is not complete and may be changed.

You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whosepossession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which youare located and you may not, nor are you authorised to, deliver the Offering Circular, electronically or otherwise, to anyother person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed topurchase any securities described in the attached.

Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the Issuer, theGuarantor, the Company, the Arrangers, the Dealers, the Trustee or the Agents (each as defined in the attached OfferingCircular) to subscribe for or purchase any of the securities described therein, and access has been limited so that it shallnot constitute in the United States or elsewhere a general solicitation or general advertising (as those terms are used inRegulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the SecuritiesAct). If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Arrangers, the Dealers orany affiliate of them is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by theArranger or the Dealer or such affiliate on behalf of the Issuer in such jurisdiction.

The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via thismedium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, theGuarantor, the Company, the Arrangers, the Dealers any person who controls any Arranger or Dealer, any director, officer,employee or agent of the Issuer, the Guarantor, the Company or any Arranger or Dealer, or affiliate of any such personaccepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributedto you in electronic format and the hard copy version available to you on request from the Arrangers or the Dealers.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your ownrisk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructivenature.

Actions that you may not take: If you receive this document by e-mail, you should not reply by e-mail to thisannouncement, and you may not purchase any securities by doing so. Any reply e-mail communications, including thoseyou generate by using the Reply function on your e-mail software, will be ignored or rejected.

OFFERING CIRCULAR

Huarong Finance II Co., Ltd.(incorporated in the British Virgin Islands with limited liability)

U.S.$5,000,000,000MEDIUM TERM NOTE PROGRAMME

UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BYHUARONG (HK) INTERNATIONAL HOLDINGS LIMITED

(incorporated in Hong Kong with limited liability)

AND WITH THE BENEFIT OF A KEEPWELL DEED ANDA DEED OF EQUITY INTEREST PURCHASE, INVESTMENT AND

LIQUIDITY SUPPORT UNDERTAKING BY

(incorporated in the Peoples Republic of China with limited liability)

Under the U.S.$5,000,000,000 Medium Term Note Programme described in this Offering Circular (the Programme), Huarong Finance II Co., Ltd. (the Issuer),subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the Notes). The Notes will be unconditionallyand irrevocably guaranteed (Guarantee of the Notes) by Huarong (HK) International Holdings Limited (the Guarantor). Each of the Series of the Notes will alsohave the benefit of (i) a keepwell deed dated 5 January 2015 given by China Huarong Asset Management Co., Ltd. (the Company) (as the same may be amended,restated, modified, supplemented, replaced or novated from time to time, the Keepwell Deed) and (ii) a deed of equity interest purchase, investment and liquiditysupport undertaking dated 5 January 2015 by the Company (as the same may be amended, restated, modified, supplemented, replaced or novated from time to time,the Deed of Undertaking) as further described in Offer Structure The Keepwell Deed, Offer Structure The Deed of Undertaking, Description of theKeepwell Deed and Description of the Deed of Undertaking. Neither the Keepwell Deed nor the Deed of Undertaking constitutes a direct or indirect guaranteeof the Notes by the Company.

The Notes may be issued in bearer or registered form. The aggregate nominal amount of the Notes outstanding will not at any time exceed U.S.$5,000,000,000 (or itsequivalent in other currencies, subject to any duly authorised increase). The Notes may be issued on a continuing basis to one or more of the Dealers specified underSummary of the Programme or any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers),which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue ofthe Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes.

Application has been made to The Stock Exchange of Hong Kong Limited (the SEHK) for the listing of the Programme where Notes may be offered by way of debtissues to professional investors (as defined in the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong (the SFO) only during the 12-month periodfrom the date of this Offering Circular on the SEHK. Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes, the issueprice of the Notes and any other terms and conditions not contained herein which are applicable to each Series (as defined under Terms and Conditions of the Notes,collectively Terms and Conditions, and each term therein, a Condition) of the Notes will be set out in a pricing supplement (the Pricing Supplement) which,with respect to Notes to be listed on the SEHK, will be delivered to the SEHK, on or before the date of issue of the Notes of such Series. This Offering Circular maynot be used to consummate sales of the Notes, unless accompanied by a Pricing Supplement. The relevant Pricing Supplement in respect of the issue of any Notes willspecify whether or not such Notes will be listed on the SEHK or any other stock exchange.

The Notes of each Series to be issued in bearer form (Bearer Notes) will be represented on issue by a temporary global note (each a Temporary Global Note)or a permanent global note (each a Permanent Global Note), and will be sold in an offshore transaction within the meaning of Regulation S (Regulation S) underthe United States Securities Act of 1933, as amended (the Securities Act). Interests in Temporary Global Notes generally will be exchangeable for interests inPermanent Global Notes and, together with the Temporary Global Notes, the Global Notes), or if so stated in the relevant Pricing Supplement, definitive Notes(Definitive Notes), after the date falling 40 days after the later of the commencement of the offering and the relevant issue date of such Series, upon certificationas to non-U.S. beneficial ownership.

The Notes in each Series to be issued in registered form (Registered Notes) will be represented by registered certificates (each a Certificate), one Certificate beingissued in respect of each Noteholders entire holding of Notes in registered form of one Series. Certificates representing Registered Notes that are registered in the nameof, or in the name of a nominee for, one or more clearing systems are referred to as global certificates (Global Note Certificates).

Global Notes and Global Note Certificates may be deposited on the relevant Issue Date with a common depositary on behalf of Euroclear Bank S.A./N.V. (Euroclear)and/or Clearstream Banking, socit anonyme (Clearstream, Luxembourg), or with a sub-custodian for the Central Moneymarkets Unit Service (the CMU Service)operated by the Hong Kong Monetary Authority, and in the case of a Series intended to be cleared through a clearing system other than, or in addition to, Euroclearand/or Clearstream, Luxembourg and/or the CMU Service, or delivered outside a clearing system, as agreed between the Issuer, the Guarantor and the relevant Dealer.The provisions governing the exchange of interests in a Global Note for other Global Notes or Definitive Notes or a Global Note Certificate for Certificates are describedin Summary of Provisions Relating to the Notes while in Global Form.

The Notes and the Guarantee of the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or with anysecurities regulatory authority of any state or other jurisdiction of the United States, and the Notes may include Bearer Notes that are subject to U.S. federalincome tax law requirements. The Notes may not be offered, sold, or, in the case of Bearer Notes, delivered within the United States except in accordance withRegulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.Any Series of Notes may be subject to additional selling restrictions. The relevant Pricing Supplement in respect of such Series of Notes will specify any suchrestrictions. See Subscription and Sale and the relevant Pricing Supplement. Registered Notes are subject to certain restrictions on transfer as described inSubscription and Sale.

The Programme is rated Baa1 by Moodys Investors Service Hong Kong Ltd. (Moodys), BBB+ by Standard & Poors Ratings Services, a division of TheMcGraw-Hill Companies, Inc., and its successors (S&P) and A by Fitch (Hong Kong) Limited (Fitch). These ratings are only correct as at the date of this OfferingCircular. Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessary be the same as the ratingsassigned to the Programme. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme. A rating is not arecommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

Investing in Notes issued under the Programme involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge andexperience in financial and business matters to evaluate the information contained in this Offering Circular and in the relevant Pricing Supplement and themerits and risks of investing in a particular issue of Notes in the context of their financial position and particular circumstances. Investors also should havethe financial capacity to bear the risks associated with an investment in Notes. Investors should not purchase Notes unless they understand and are able to bearrisks associated with Notes. See Risk Factors beginning on page 21 for a discussion of factors that investors should consider carefully before investing in theNotes.

Hong Kong Exchanges and Clearing Limited and the SEHK take no responsibility for the contents of this Offering Circular, make no representation as to its accuracyor 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 thisOffering Circular.

This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited forthe purpose of giving information with regard to the Issuer and the Notes. Each of the Company, the Guarantor and the Issuer accepts full responsibility for the accuracyof the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no otherfacts the omission of which would make any statement herein misleading.

Arrangers

Credit Suisse Standard Chartered Bank (Hong Kong) Limited Wing Lung Bank Limited

Dealers

Credit Suisse Standard Chartered Bank Standard Chartered Bank(Hong Kong) Limited

Wing Lung BankLimited

Deutsche Bank HSBC

The date of this Offering Circular is 5 January 2015

IMPORTANT NOTICE

Each of the Issuer, the Guarantor and the Company, having made all reasonable enquiries, accepts fullresponsibility for the accuracy of the information contained in this Offering Circular and confirms that to thebest of its knowledge and belief (i) this Offering Circular contains all information with respect to theCompany and its subsidiaries (including the Issuer and the Guarantor) (collectively, the Group), the Notes,the Guarantee of the Notes, the Keepwell Deed and the Deed of Undertaking which is material in the contextof the issue, offering, sale or distribution of the Notes (including all information which, according to theparticular nature of the Issuer, the Guarantor, the Company, the Group, the Notes, the Guarantee of the Notes,the Keepwell Deed and the Deed of Undertaking, is necessary to enable investors to make an informedassessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, theGuarantor, the Company, the Group and of the rights attaching to the Notes, the Guarantee of the Notes, theKeepwell Deed and the Deed of Undertaking), (ii) the statements contained in this Offering Circular relatingto the Issuer, the Guarantor, the Company, the Group, the Notes, the Guarantee of the Notes, the KeepwellDeed and the Deed of Undertaking are in all material respects true and accurate and not misleading, (iii) thestatements of intention, opinions, belief or expectation relating to the Issuer, the Guarantor, the Company andthe Group expressed in this Offering Circular are honestly held, have been reached after considering allrelevant circumstances and are based on reasonable assumptions, (iv) there are no other material facts relatingto the Issuer, the Guarantor, the Company, the Group, the Notes, the Guarantee of the Notes, the KeepwellDeed and the Deed of Undertaking, the omission of which would, in the context of the issue and offering ofthe Notes and the giving of the Guarantee of the Notes, the Keepwell Deed and the Deed of Undertaking,make any statement in this Offering Circular, in light of the circumstances under which they were made,misleading, and (v) all reasonable enquiries have been made by the Issuer, the Guarantor and the Companyto ascertain such facts and to verify the accuracy of all such information and statements.

Each Series of the Notes will be issued on the terms set out herein under Terms and Conditions of the Notesas amended and/or supplemented by the Pricing Supplement specific to such Series. This Offering Circularmust be read and construed together with any amendments or supplements hereto and with any informationincorporated by reference herein and, in relation to any Series of the Notes, must be read and construedtogether with the relevant Pricing Supplement. This Offering Circular is to be read in conjunction with alldocuments, which are deemed to be incorporated herein by reference (see Information Incorporated byReference). This Offering Circular shall be read and construed on the basis that such documents areincorporated and form part of this Offering Circular.

The distribution of this Offering Circular and any Pricing Supplement and the offering, sale and delivery ofthe Notes in certain jurisdictions may be restricted by law. Persons into whose possession this OfferingCircular comes are required by the Issuer, the Guarantor, the Company, Credit Suisse Securities (Europe)Limited, Standard Chartered Bank (Hong Kong) Limited and Wing Lung Bank Limited (each, an Arrangerand together, the Arrangers) and the Dealers to inform themselves about and to observe any suchrestrictions. None of the Issuer, the Guarantor, the Company, the Arrangers or the Dealers represents that thisOffering Circular or any Pricing Supplement may be lawfully distributed, or that any Notes may be lawfullyoffered, in compliance with any applicable registration or other requirements in any such jurisdiction, orpursuant to an exemption available thereunder, or assumes any responsibility for facilitating any suchdistribution or offering. In particular, no action has been taken by the Issuer, the Guarantor, the Company theArrangers or the Dealers, which would permit a public offering of any Notes or distribution of this OfferingCircular or any Pricing Supplement in any jurisdiction where action for such purposes is required.Accordingly, no Notes may be offered or sold, directly or indirectly, and none of this Offering Circular, anyPricing Supplement or any advertisement or other offering material may be distributed or published in anyjurisdiction, except under circumstances that will result in compliance with any applicable laws andregulations.

There are restrictions on the offer and sale of the Notes and the circulation of documents relating thereto, incertain jurisdictions including, but not limited to, the United States of America, the European Economic Area,the United Kingdom, the PRC, Hong Kong, Japan, Singapore, the British Virgin Islands, Taiwan, and topersons connected therewith. For a description of certain further restrictions on offers, sales and resales of theNotes and the distribution of this Offering Circular, see Subscription and Sale. This Offering Circular doesnot constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offeror invitation would be unlawful. By purchasing any Notes, investors represent and agree to all of thoseprovisions contained in that section of this Offering Circular.

ii

The Notes may only be offered or sold outside the United States in offshore transactions in reliance onRegulation S. Any Series of the Notes may be subject to additional selling restrictions. Any additionalrestrictions on the sale or transfer of any Series of the Notes will be specified in the applicable PricingSupplement for such Notes.

No person has been or is authorised in connection with the issue, offer, sale or distribution of the Notes togive any information or to make any representation not contained in or not consistent with this OfferingCircular or any other document entered into in relation to the Programme and the sale of the Notes and, ifgiven or made, such information or representation should not be relied upon as having been authorised by theIssuer, the Guarantor, the Company, the Group, any Arranger, any Dealer, the Trustee or any Agent or any oftheir respective affiliates (each, as defined in the Terms and Conditions).

Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery ofany Note shall, in any circumstances, create any implication that the information contained in this OfferingCircular is true subsequent to the date hereof or the date upon which this Offering Circular has been mostrecently amended or supplemented or that there has been no change, or any event reasonably likely to involveany change, in the prospects or financial or trading position of the Issuer, the Guarantor, the Company or theGroup since the date thereof or, if later, the date upon which this Offering Circular has been most recentlyamended or supplemented or that any other information supplied in connection with the Programme is correctat any time subsequent to the date on which it is supplied or, if different, the date indicated in the documentcontaining the same.

Neither this Offering Circular nor any Pricing Supplement constitutes an offer or an invitation to subscribefor or purchase any Notes and should not be considered as a recommendation by the Issuer, the Guarantor,the Company, the Arrangers, the Dealers, the Trustee, the Agents or any director, officer, employee, agent oraffiliate of any such person or any of them that any recipient of this Offering Circular or any PricingSupplement should subscribe for or purchase any Notes. Each recipient of this Offering Circular or anyPricing Supplement shall be taken to have made its own investigation and appraisal of the condition (financialor otherwise) of the Issuer, the Guarantor, the Company and/or the Group.

The maximum aggregate principal amount of the Notes outstanding at any one time under the Programme willnot exceed U.S.$5,000,000,000 (and for this purpose, any Notes denominated in another currency shall betranslated into United States dollars at the date of the agreement to issue such Notes calculated in accordancewith the provisions of the Dealer Agreement), provided that, the maximum aggregate principal amount of theNotes, which may be outstanding at any one time under the Programme, may be increased from time to time,subject to compliance with the relevant provisions of the Dealer Agreement as defined under Subscriptionand Sale.

No representation or warranty, express or implied, is made or given by the Arrangers, the Dealers, the Trusteeor the Agents or any of their respective affiliates, directors or advisers as to the accuracy, completeness orsufficiency of the information contained in this Offering Circular, any Pricing Supplement or any otherinformation supplied in connection with the Notes, the Guarantee of the Notes, the Keepwell Deed or theDeed of Undertaking, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise,representation or warranty by the Dealers, the Trustee or the Agents or any of their respective affiliates,directors or advisers. The Arrangers, the Dealers, the Trustee and the Agents and their respective affiliates,directors or advisers have not independently verified any of the information contained in this OfferingCircular and can give no assurance that this information is accurate, truthful or complete. To the fullest extentpermitted by law, none of the Arrangers, the Dealers, the Trustee or any Agent or any director, officer,employee, agent or affiliate of any such person makes any representation, warranty or undertaking, expressor implied, or accepts any responsibility, with respect to the accuracy or completeness of any of theinformation in this Offering Circular or the contents of this Offering Circular or for any other statement madeor purported to be made by the Arrangers, the Dealers, the Trustee, any Agent, or any director, officer,employee, agent or affiliate of any such person or on its behalf in connection with the Issuer, the Guarantor,the Company, the Group, the Keepwell Deed, the Deed of Undertaking, the Guarantee of the Notes, the Notesor the issue and offering of the Notes. The Arrangers, the Dealers, the Trustee, each Agent and each of theirrespective affiliates, directors or advisers accordingly disclaim all and any liability whether arising in tort orcontract or otherwise (save as referred to above) which it might otherwise have in respect of this OfferingCircular or any such statement.

iii

In connection with the issue of any Series of the Notes, the Dealer(s) (if any) named as the stabilisingmanager(s) (the Stabilising Manager(s)) (or persons acting on behalf of any Stabilising Manager(s))in the applicable Pricing Supplement may, to the extent permitted by applicable laws and rules, overallot the Notes or effect transactions with a view to supporting the market price of the Notes at a levelhigher than that which might otherwise prevail. However, there is no assurance that the StabilisingManager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action.Any stabilisation action may begin on or after the date on which adequate public disclosure of the termsof the offer of the relevant Series of the Notes is made and, if begun, may be ended at any time, but itmust end no later than the earlier of 30 days after the issue date of the relevant Series of the Notes and60 days after the date of the allotment of the relevant Series of the Notes.

Listing of the Notes on the SEHK is not to be taken as an indication of the merits of the Issuer, the Guarantor,the Company, the Group or the Notes. In making an investment decision, investors must rely on their ownexamination of the Issuer, the Guarantor, the Company, the Group and the terms of the offering, including themerits and risks involved. See Risk Factors for a discussion of certain factors to be considered in connectionwith an investment in the Notes. Any of the Arrangers, the Dealers and their respective affiliates may purchasethe Notes for its or their own account and enter into transactions, including credit derivatives, such as assetswaps, repackaging and credit default swaps relating to the Notes and/or other securities of the Issuer, theGuarantor or the Company or their respective subsidiaries or associates at the same time as the offer and saleof the Notes or in secondary market transactions. Such transactions may be carried out as bilateral trades withselected counterparties and separately from any existing sale or resale of the Notes to which this OfferingCircular relates (notwithstanding that such selected counterparties may also be purchasers of the Notes).Furthermore, investors in the Notes may include entities affiliated with the Group. Investors are advised toread and understand the contents of this Offering Circular and the relevant Pricing Supplement beforeinvesting. If in doubt, investors should consult his or her adviser.

The Issuer, the Guarantor, the Company, the Group, the Arrangers, the Dealers, the Trustee and the Agentsand their respective affiliates are not making any representation to any purchaser of the Notes regarding thelegality of any investment in the Notes by such purchaser under any legal investment or similar laws orregulations. The contents of this Offering Circular should not be construed as providing legal, business,accounting or investment advice. Each person receiving this Offering Circular or any Pricing Supplementacknowledges that such person has not relied on the Arrangers, the Dealers, the Trustee, the Agents or anyof their respective affiliates in connection with its investigation of the accuracy of such information or itsinvestment decision.

This Offering Circular does not describe all of the risks and investment considerations (including thoserelating to each investors particular circumstances) of an investment in Notes of a particular issue. Eachpotential purchaser of the Notes should refer to and consider carefully the relevant Pricing Supplement foreach particular issue of the Notes, which may describe additional risks and investment considerationsassociated with such Notes. The risks and investment considerations identified in this Offering Circular andthe applicable Pricing Supplement are provided as general information only. Investors should consult theirown financial and legal advisors as to the risks and investment considerations arising from an investment inan issue of the Notes and should possess the appropriate resources to analyse such investment and thesuitability of such investment in their particular circumstances.

Neither this Offering Circular nor any other information provided or incorporated by reference in connectionwith the Programme are intended to provide the basis of any credit or other evaluation and should not beconsidered as a recommendation by any of the Issuer, the Guarantor, the Company, the Arrangers, the Dealers,the Trustee or the Agents or any director, officer, employee, agent or affiliate of any such person that anyrecipient, of this Offering Circular or of any such information, should purchase the Notes. Each potentialpurchaser of the Notes should make its own independent investigation of the financial condition and affairs,and its own appraisal of the creditworthiness, of the Issuer, the Guarantor, the Company and the Group. Eachpotential purchaser of the Notes should determine for itself the relevance of the information contained in thisOffering Circular and its purchase of the Notes should be based upon such investigation, as it deemsnecessary. None of the Arrangers, the Dealers, the Trustee, the Agents or any of their respective affiliates,directors or advisers undertakes to review the financial condition or affairs of the Issuer, the Guarantor, theCompany or the Group for so long as the Notes remain outstanding nor to advise any investor or potentialinvestor of the Notes of any information coming to the attention of any of the Arrangers, the Dealers, theTrustee, the Agents or their respective affiliates, directors or advisers.

iv

Market data and certain industry forecasts and statistics in this Offering Circular have been obtained fromboth public and private sources, including market research, publicly available information and industrypublications. Although the Issuer, the Guarantor and the Company believe this information to be reliable, ithas not been independently verified by the Issuer, the Guarantor, the Company, the Arrangers, the Dealers,Trustee or the Agents or their respective directors, advisers and affiliates, and none of the Issuer, theGuarantor, the Company, the Arrangers, the Dealers, the Trustee or the Agents or their respective directors andaffiliates, advisers or employees makes any representation as to the accuracy or completeness of thatinformation. In addition, third party information providers may have obtained information from marketparticipants and such information may not have been independently verified. This Offering Circularsummarises certain documents and other information, and investors should refer to them for a more completeunderstanding of what is discussed in those documents.

The contents of this Offering Circular have not been reviewed by any regulatory authority in any jurisdiction.Investors are advised to exercise caution in relation to the offer. If investors are in any doubt about any of thecontents of this Offering Circular, investors should obtain independent professional advice.

PRESENTATION OF FINANCIAL INFORMATION

The audited consolidated financial statements of the Group as at and for the year ended 31 December 2013(the Groups Audited Financial Statements) have been prepared and presented in accordance with theAccounting Standards for Business Enterprises in the PRC (PRC GAAP), except for certain disclosurerequirements under PRC GAAP, and have been audited by Deloitte Touche Tohmatsu Certified PublicAccountants LLP, Beijing Branch. For more information, see Note III Basis of Preparation to the GroupsAudited Financial Statements. The unaudited but reviewed consolidated financial statements of the Group asat and for the six months ended 30 June 2014 (the Groups Unaudited Interim Financial Statements)have been prepared and presented in accordance with the Accounting Standards for Business Enterprises inthe PRC (PRC GAAP), except for certain disclosure requirements under PRC GAAP, and have beenreviewed by Deloitte Touche Tohmatsu Certified Public Accountants LLP, Beijing Branch. For moreinformation, see Note III Basis of Preparation to the Groups Unaudited Interim Financial Statements.

The Groups Audited Financial Statements and the Groups Unaudited Interim Financial Statements have onlybeen prepared in Chinese and an English translation of which (the Financial Statements Translation) hasbeen prepared and included in this Offering Circular for reference only. Should there be any inconsistencybetween the Groups Audited Financial Statements, the Groups Unaudited Interim Financial Statements andthe Financial Statements Translation, the Groups Audited Financial Statements or, as the case may be, theGroups Unaudited Interim Financial Statements shall prevail. The Financial Statements Translation does notitself constitute audited or, as the case may be, reviewed financial statements, and is qualified in its entiretyby, and is subject to the more detailed information and the financial information set out or referred to in, theGroups Audited Financial Statements and the Groups Unaudited Interim Financial Statements, which areavailable at http://www.chinabond.com.cn/Info/19524947. Neither the Arrangers, the Dealers nor theirrespective affiliates, directors and advisers has independently verified or checked the accuracy of theFinancial Statements Translation and can give no assurance that the information contained in the FinancialStatements Translation is accurate, truthful or complete.

The audited consolidated financial statements of the Guarantor and its subsidiaries (the Guarantor Group)as at 31 December 2013 and for the period from 2 January 2013 (date of incorporation) to 31 December 2013(the Guarantors Audited Financial Statements) have been prepared and presented in accordance with theHong Kong Financial Reporting Standards (HKFRS) and have been audited by Deloitte Touche Tohmatsu,Certified Public Accountants. The unaudited but reviewed consolidated financial statements of the GuarantorGroup as at and for the six months ended 30 June 2014 (the Guarantors Unaudited Interim FinancialStatements) have been prepared and presented in accordance with the HKFRS and have been reviewed byDeloitte Touche Tohmatsu, Certified Public Accountants.

PRC GAAP differs in certain material respects from the International Financial Reporting Standards(IFRS). For a discussion of certain differences between PRC GAAP and IFRS, see Summary of SignificantDifferences between PRC GAAP and IFRS.

v

CERTAIN DEFINITIONS AND CONVENTIONS

Unless the context otherwise requires, references in this Offering Circular to Hong Kong dollars, HKdollars or HK$ are to the lawful currency of Hong Kong, Renminbi, CNY and RMB are to thelawful currency of the PRC, U.S. dollars, U.S.$ and USD are to the lawful currency of the UnitedStates of America (the United States), PRC and China mean the Peoples Republic of China whichfor the purpose of this Offering Circular excludes Hong Kong, Macau and Taiwan, Hong Kong means theHong Kong Special Administrative Region of the PRC, and Macau means the Macau SpecialAdministrative Region of the PRC.

In this Offering Circular, where information has been presented in thousands, millions, or billions of units,amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in tables maynot be equal to the apparent total of the individual items and actual numbers may differ from those containedherein due to rounding. References to information in billions of units are to the equivalent of a thousandmillion units.

Solely for convenience, this Offering Circular contains translations of certain Hong Kong dollar amounts andRenminbi amounts into U.S. dollars amounts. Unless indicated otherwise, the translation of Hong Kong dollaramounts and Renminbi amounts into U.S. dollars amounts has been made at the rate of HK$7.7616 toU.S.$1.00 and RMB6.2148 to U.S.$1.00, respectively, the exchange rates set forth in the H.10 statisticalrelease of the Federal Reserve Bank of New York on 24 December 2014. These translations should not beconstrued as representations that the Hong Kong dollar or Renminbi amounts could actually be converted intoany U.S. dollars amounts at the rates indicated or at all.

Unless specified otherwise, references in this Offering Circular to, and financial and other informationpresented with respect to, the Group are to such information of the Company compiled on a consolidatedbasis.

The English names of the PRC nationals, entities, departments, facilities, laws, regulations, certificates titlesand the like are translations of their Chinese names and are included for identification purposes only.

In this Offering Circular, references to:

ABC are to Agricultural Bank of China;

AMCs are to asset management companies;

the Board are to the Board of Directors of the Company;

the Board of Supervision are to the Board of Supervision of the Company;

BOC are to Bank of China;

BOCOM are to Bank of Communications;

CAGR are to compound annual growth rate;

the CBRC are to the China Banking Regulatory Commission;

the CBRC Measures are to the Measures for the Management of Capital of Commercial Banksformulated by the CBRC in 2012;

CCB are to China Construction Bank;

CDB are to China Development Bank;

China Life are to China Life Insurance Co., Ltd.;

the Company are to China Huarong Asset Management Co., Ltd.;

the CPC are to the Communist Party of China;

the CSRC are to the China Securities Regulatory Commission;

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DES are to debt-to-equity swap;

the Four AMCs are to the Group, Cinda Asset Management Co., Ltd., China Great Wall AssetManagement Corporation and China Orient Asset Management Corporation;

the Group are to the Company and its subsidiaries taken as a whole;

the Guarantor are to Huarong (HK) International Holdings Limited;

HRXJ Bank are to Huarong Xiangjiang Bank Co., Ltd. ();

Huarong Corporation are to China Huarong Asset Management Corporation, the predecessor entityto the Company;

Huarong Financial Leasing are to Huarong Financial Leasing Co., Ltd. ();

Huarong Securities are to Huarong Securities Co., Ltd.;

Huarong Trust Huarong International Trust Co., Ltd.;

ICBC are to Industrial and Commercial Bank of China;

the Issuer are to Huarong Finance II Co., Ltd.;

the MOF are to the Ministry of Finance of the PRC;

the MOFCOM are to the Ministry of Commerce of the PRC;

the NDRC are to the National Development and Reform Commission of the PRC;

NPAs are to non-performing assets;

NPLs are to non-performing loans;

the PBOC are to the Peoples Bank of China;

Rongde are to Huarong Rongde Asset Management Co., Ltd.;

the SAFE are to the State Administration of Foreign Exchange of the PRC;

the Senior Management Team are to the senior management team of the Company;

Simsen are to Simsen International Corporation Ltd. (00993.HK);

SMEs are to small and medium enterprises;

SOEs are to state-owned enterprises; and

the State Council are to the State Council of the PRC.

INFORMATION INCORPORATED BY REFERENCE

This Offering Circular should be read and construed in conjunction with each relevant Pricing Supplementand all amendments and supplements from time to time to this Offering Circular, which shall be deemed tobe incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify orsupersede the contents of this Offering Circular to the extent that a statement contained in any such documentis inconsistent with such contents.

Copies of all such documents which are so deemed to be incorporated in, and to form part of, this OfferingCircular will be available free of charge during normal business hours at the specified office of the Guarantorat 41/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong set out at the end of this OfferingCircular.

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FORWARD-LOOKING STATEMENTS

This Offering Circular includes forward-looking statements. All statements other than statements ofhistorical fact contained in this Offering Circular, including, without limitation, those regarding the Groupsfuture financial position and results of operations, strategy, plans, objectives, goals and targets, futuredevelopments in the markets where the Group participates or is seeking to participate, and any statementspreceded by, followed by or that include the words believe, expect, aim, intend, will, may,anticipate, seek, should, estimate or similar expressions or the negative thereof, are forward-lookingstatements. These forward-looking statements involve known and unknown risks, uncertainties and otherfactors, some of which are beyond the Groups control, which may cause its actual results, performance orachievements, or industry results to be materially different from any future results, performance orachievements expressed or implied by the forward-looking statements. These forward-looking statements arebased on numerous assumptions regarding the Groups present and future business strategies and theenvironment in which the Group will operate in the future. Important factors that could cause the Groupsactual results, performance or achievements to differ materially from those in the forward-looking statementsinclude, among others, the following:

the risks inherent to the industry in which the Group operates;

the business and operating strategies and the future business development of the Group;

the general economic, political, social conditions and developments in the PRC;

changes in competitive conditions and the Groups ability to compete under these conditions;

the Groups operations and business prospects;

the Groups capital expenditure and development plans;

the Groups expectations with respect to its ability to acquire and maintain regulatory qualificationsrequired to operate its business;

the availability and charges of bank loans and other forms of financing;

the Groups financial condition and results of operations;

the Groups dividend distribution plans;

changes in currency exchange rates;

macroeconomic policies of the PRC government; and

other factors beyond the Groups control.

Additional factors that could cause actual results, performance or achievements to differ materially include,but are not limited to, those discussed in Risk Factors and elsewhere in this Offering Circular. The Issuer,the Guarantor and the Company caution investors not to place undue reliance on these forward-lookingstatements which reflect their managements view only as at the date of this Offering Circular.

None of the Issuer, the Guarantor or the Company undertakes any obligation to update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise. In light ofthese risks, uncertainties and assumptions, the forward-looking events discussed in this Offering Circularmight not occur.

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CONTENTS

Page

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

OFFER STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

SUMMARY OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SUMMARY FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SUMMARY FINANCIAL INFORMATION OF THE GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . 19

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

FORMS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

FORM OF PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

DESCRIPTION OF THE KEEPWELL DEED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

DESCRIPTION OF THE DEED OF UNDERTAKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM . . . . . . 106

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

HISTORY AND ORGANISATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

DESCRIPTION OF THE GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

DESCRIPTION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

DIRECTORS, SUPERVISIORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 134

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

PRC CURRENCY CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142

SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN PRC GAAP AND IFRS . . . . . . . . . . . 144

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

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SUMMARY

This summary does not contain all the information that may be important to prospective investors in decidingwhether or not to invest in the Notes. Prospective investors should read the entire Offering Circular, includingthe section entitled Risk Factors and the financial statements and related notes thereto, before making aninvestment decision.

THE ISSUER

The Issuer was incorporated as a company with limited liability on 26 November 2014 under the laws of theBritish Virgin Islands. The registered office of the Issuer is at c/o Maples Corporate Services (BVI) Limited,Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. See Description of the Issuer.

THE GUARANTOR

The Guarantor is a wholly owned subsidiary of the Company. The Guarantor was incorporated in Hong Kongon 2 January 2013 with an issued share capital of HK$50 million, comprising 50 million shares in issue. TheGuarantor received HK$372.95 million through an indirect capital injection by the Company in late May 2014and completed issuance of 370 million shares, together with the filing and other formalities in relation to thecapital injection, in August 2014. As at the date of this Offering Circular, the Guarantor has an issued sharecapital of HK$422.95 million comprising 420 million shares in issue. The Guarantors registered address isat 41/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong.

The Guarantor is the primary offshore holding platform as well as the investment and financing platform ofthe Group and plays a key role in the internationalisation process of the Group through leveraging on theprojects, clientele and branding of the Company to effect synergies, broaden collaboration and improve theoperational mechanism. The Guarantor has established three equity investment arms in the PRC and has putin place inbound and outbound financing channels, reinforcing the Guarantors presence in Hong Kong andestablishes it as the Companys overseas holding and investment platform for developing the financing, assetmanagement and licensed investment banking businesses of the Company. The Guarantor issued senior bondsin the aggregate principal amount of U.S.$1.5 billion outside the PRC through its wholly owned subsidiary,Huarong Finance Co., Ltd., in July 2014. With the long-term capital funds raised from the notes issue, theGroup is able to expand its onshore and offshore development, further implement the Groupsinternationalisation strategy, increase the scale of business and improve the sustainability of the Groupsprofitability.

The Guarantor became a licensed money lender in November 2013 in accordance with the Money LendersOrdinance (Cap. 163) of Hong Kong. The Guarantor will, from time to time, consider opportunities to makestrategic investments or acquire other entities that cover businesses requiring licences in Hong Kong that arecomplementary to the Guarantors business scope. In particular, the Guarantor is evaluating the acquisitionof an interest in an entity that is licensed to engage in asset management, financing, securities and financialadvisory services. The Guarantor is currently in discussions with Simsen in relation to a potential issue ofshares of Simen to the Guarantor (which would represent not less than 51.0 per cent. of the issued sharecapital of Simsen as enlarged by the shares to be potentially issued to the Guarantor and any shares of Simsenwhich may be issued pursuant to the conversion right attached to certain convertible notes which have beenissued by Simsen). The principal businesses of Simsen include the provision of broking and dealing insecurities, futures and options contracts, margin financing, advisory on corporate finance, asset managementand insurance consultancy services, broking, dealing in bullion and forex contracts, as well as loan financing.See Description of the Guarantor.

THE GROUP

The Company is a leading AMC and one of the Four AMCs, which are the four largest state-owned AMCsin the PRC. As at 30 June 2014, the Group was in a leading position among the Four AMCs in terms of netprofit and total assets owned on a consolidated basis.

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The principal businesses of the Group are distressed asset management, financial intermediary services,principal investments, banking, financial leasing, securities, trust and special asset management.

Distressed asset management Distressed asset management is the Groups core business. The Groupsdistressed asset management operations involve the acquisition, disposal, management and investmentof NPAs stripped from financial institutions and other enterprises in the PRC through public bidding orprivate contractual arrangements. The principal areas of operation of the Groups asset managementbusiness are distressed asset disposals, restructuring and DES.

Financial intermediary services Financial intermediary services mainly include entrusted distressedasset management, custody and liquidation and advisory services. The Group also provides consultancyservices.

Principal investments The Group focuses on equity investments and fixed income investments. TheGroup generates revenue from its equity investments primarily through capital gains when it exitsthrough an initial public offering or share sale by its portfolio company. For its fixed incomeinvestments, the Group invests its capital in financial products, which in turn will be invested in targetenterprises, and collects principal and yield upon maturity.

Banking The Group conducts its banking business through the Companys subsidiary, HRXJ Bank.HRXJ Banks principal businesses include corporate banking, retail banking and SME financing.

Financial leasing The Group conducts its financial leasing business through the Companyssubsidiary, Huarong Financial Leasing. Services offered by Huarong Financial Leasing include directleasing, leaseback financing, operating leasing, hedging leasing, custodian leasing, transfer leasing andcombined leasing.

Securities The Group conducts a securities business through its subsidiary, Huarong Securities.Huarong Securities engages in securities services such as domestic equity underwriting, domestic equitytrading, foreign exchange trading, securities proprietary trading, warrant trading, margin financing,share pledge repurchasing and entrusted insurance funding.

Trust The Group engages in a trust business through Huarong Trust, which was established in 2008and was one of the earliest trust companies to be established in the PRC. Huarong Trust has offered trustproducts such as trust loans, equity investment trust products, investment trust products, infrastructureand energy trust, real estate trust and securitisation in a wide range of industries, including infrastructureand facilities, coal, non-ferrous metals, modern manufacturing, securities, equities, real estate, modernservices, strategic new industries and cultural industries.

Special asset management The Group, through its joint venture, Rongde, conducts special assetinvestments by way of private equity investments, mezzanine investments and fixed incomeinvestments. In addition to investing with its own capital, Rongde also provides fund managementservices for private equity funds and mezzanine funds.

The Company has an extensive presence across 30 provinces, autonomous regions and municipalities in thePRC, with 31 branches in the PRC. As at 31 December 2013, the Group employed approximately 8,400employees, of which 1.2 per cent. have obtained the qualification of doctorate degree or above, 17.1 per cent.have obtained a masters degree and 53.9 per cent. have obtained a bachelors degree. As at 31 December2013, employees with junior-level professional qualifications accounted for approximately 31.7 per cent. ofthe total number of employees, employees with mid-level professional qualifications accounted forapproximately 53.4 per cent. and employees with senior-level professional qualifications accounted for theremaining 14.9 per cent., approximately.

For the years ended 31 December 2012 and 31 December 2013 and for the six months ended 30 June 2013and 30 June 2014, the Groups total operating income was approximately RMB19,653 million, RMB29,283million, RMB12,443 million and RMB19,691 million, respectively, and the Groups net profit for thecorresponding years and periods was approximately RMB6,987 million, RMB10,093 million, RMB5,381million and RMB6,973 million, respectively. As at 31 December 2012, 31 December 2013 and 30 June 2014,the Group had total assets of approximately RMB315,034 million, RMB408,661 million and RMB478,193million, respectively.

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As at the date of this Offering Circular, the registered capital of the Company is RMB32,696 million. TheMOF and the strategic investors hold 77.49 per cent. and 22.51 per cent. of the equity interest in the Company,respectively.

Competitive Strengths

A key player in the PRCs financial system with strong recognition and support from the government;

Steady business development and strong profitability;

Broad customer network, diversified source of income and excellent capacity of mitigating risks inrelation to economic cycles;

Leading capabilities in managing distressed assets and large base of high-quality DES assets;

Leading risk management capabilities and a comprehensive and effective risk management system;

Diversified funding channels, ample liquidity and strong capital adequacy; and

Experienced senior management and highly trained employees and professional staff.

Strategies

Continue transition to modern corporate governance and stakeholder structure;

Strengthen its distressed asset management business and enhance investment business profitability;

Continue the transition to provide an integrated financial services platform;

Continue to strengthen its comprehensive risk management system with modern management processes;and

Build strong management team and highly trained and motivated work force.

See Description of the Group.

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OFFER STRUCTURE

The following is a description of the structure of the offering, which should be read in conjunction with thesections entitled Risk Factors, Terms and Conditions of the Notes, Description of the Keepwell Deedand Description of the Deed of Undertaking. Unless otherwise defined herein, defined terms used in thissection shall have the meanings given to them in the Terms and Conditions, the Keepwell Deed and the Deedof Undertaking, as the context may require.

THE NOTES AND THE GUARANTEE OF THE NOTES

The Notes will be issued by the Issuer. Each Tranche of Notes will constitute direct, general and unconditionalobligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu withall other present and future unsecured obligations of the Issuer, save for such obligations as may be preferredby provisions of law that are both mandatory and of general application.

On the Issue Date, each Tranche of Notes will have the benefit of the Guarantee of the Notes by the Guarantor.Pursuant to the Guarantee of the Notes, the Guarantor will unconditionally and irrevocably guarantee the dueand punctual payment of all sums expressed to be payable by the Issuer under the Notes and the Trust Deed.The Guarantee of the Notes will constitute a direct, general and unconditional obligation of the Guarantorwhich will at all times rank at least pari passu with all other present and future unsecured obligations of theGuarantor, save for such obligations as may be preferred by provisions of law that are both mandatory andof general application.

The Issuer is incorporated in the British Virgin Islands and is a direct, wholly owned subsidiary of theGuarantor. The Guarantor is incorporated in Hong Kong and is a wholly owned subsidiary of the Company.The Guarantor represents the primary overseas investment holding subsidiary and fund raising platform of theCompany and all senior management of the Guarantor is appointed by the Company.

THE KEEPWELL DEED

The Issuer, the Guarantor and the Company have executed the Keepwell Deed (as further described in thesection entitled Description of the Keepwell Deed) in favour of the Issuer, the Guarantor and the Trustee.

Positioning of the Guarantor; Ownership of the Issuer and the Guarantor

Pursuant to the Keepwell Deed, the Company has undertaken with the Issuer, the Guarantor and the Trustee:

to maintain the Guarantor as the primary overseas investment holding Subsidiary and fund raisingplatform of the Company and to directly or indirectly appoint all senior management of the Guarantor;and

to directly or indirectly own and hold all the outstanding shares of each of the Issuer and the Guarantorand not to directly or indirectly pledge, grant a security interest, or in any way encumber or otherwisedispose of any such shares unless required to dispose of any or all such shares pursuant to a court decreeor order of any government authority, in each case, not obtained at the direction or request of the Issuer,the Guarantor or the Company (and which, in the opinion of an independent legal adviser to theCompany of international standing, may not be successfully challenged) or as permitted under the TrustDeed.

Maintenance of Consolidated Net Worth; Liquidity

Pursuant to the Keepwell Deed, the Company has undertaken:

to procure each of the Issuer and the Guarantor to have a Consolidated Net Worth of at least U.S.$1.00at all times;

to procure each of the Issuer and the Guarantor to have sufficient liquidity to make timely payment ofany amounts payable by it under or in respect of the Notes and Coupons and the Guarantee of the Notesin accordance with the Terms and Conditions and/or the Trust Deed; and

to procure each of the Issuer and the Guarantor to remain solvent and a going concern at all times underthe laws of its respective jurisdiction of incorporation or applicable accounting standards.

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Relevant Indebtedness

Pursuant to the Keepwell Deed, the Company has further undertaken to the Trustee:

that the Company as an issuer shall not create or have any Relevant Indebtedness outside the PRC,unless the Company, subject to it having used all reasonable efforts to obtain all requisite RegulatoryApprovals, at the same time or prior thereto without requiring any consent from any Noteholder, (i)provides an irrevocable and unsubordinated guarantee (or indemnity the economic effect of which shallbe similar to a guarantee) in respect of the Notes or (ii) offers to exchange the Notes for securities issuedor guaranteed by the Company with terms substantially identical to those of the Notes as certified byan Independent Investment Bank and notified in writing to the Trustee;

that the Company shall comply with Condition 5(a) of the Terms and Conditions as if all references tothe Guarantor therein shall be replaced with the Company and all references to GuarantorSubsidiary therein shall be replaced with Subsidiary; provided that as regards (i) the Issuer and theGuarantor, such Condition will continue to apply to the Guarantor and the Guarantor Subsidiaries; and(ii) the Company and its Subsidiaries (other than the Guarantor and the Guarantor Subsidiaries), therestrictions set forth in such Condition will in addition not apply to any Security Interest upon theCompanys or such Subsidiaries property or assets, at any time, to secure any Relevant Indebtednessoutside the PRC of the Company or its other Subsidiaries only to the extent that the book value of suchproperty or assets is less than five per cent. of the Total Assets of the Company; and

that the Company will not create, incur, assume or permit to exist or have outstanding any guarantee (orindemnity the economic effect of which shall be similar to a guarantee) in respect of any RelevantIndebtedness outside the PRC without, subject to it having used all reasonable efforts to obtain allrequisite Regulatory Approvals, at the same time or prior thereto and without requiring any consent fromany Noteholder, (i) providing to the Notes the same or an equivalent guarantee (or indemnity theeconomic effect of which shall be similar to a guarantee) or (ii) offering to exchange the Notes forsecurities issued or guaranteed by the Company with terms substantially identical to those of the Notesas certified by an Independent Investment Bank and notified in writing to the Trustee.

provided that if Regulatory Approvals are required in order to effect the action set out in the first and thirdparagraphs above, the Company shall be required to use all reasonable efforts to obtain all requisiteRegulatory Approvals, provided further that, if, having used such efforts, it is unable to obtain suchRegulatory Approvals, (in the case of the first paragraph) the Company shall be permitted to create or havesuch Relevant Indebtedness outside the PRC or (in the case of the third paragraph) the Company shall bepermitted to create, incur, assume or permit to exist or have outstanding a guarantee (or indemnity theeconomic effect of which shall be similar to a guarantee) in respect of such Relevant Indebtedness outside thePRC, without complying with any further obligations under the first and third paragraphs above (as the casemay be).

For the purposes of the Keepwell Deed, Total Assets means the consolidated total assets of the Companyand its Subsidiaries calculated by reference to the then consolidated financial statements of the Company(which can be internal financial statements) if not audited, and Independent Investment Bank means anindependent investment bank of international repute (acting as an expert) selected by the Company (at theexpense of the Company) and notified to the Trustee in writing.

Other Covenants

Pursuant to the Keepwell Deed, the Company has undertaken:

to procure that the articles of association of each of the Issuer and the Guarantor shall not be amendedin a manner that is, directly or indirectly, adverse to the Noteholders and the Couponholders in anymaterial respect;

to cause each of the Issuer and the Guarantor to remain in full compliance with the Terms andConditions, the Guarantee of the Notes, the Trust Deed, the Agency Agreement, the Deed ofUndertaking and all applicable rules and regulations in the British Virgin Islands, Hong Kong andEngland, in each case in all material respects;

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promptly to take any and all action necessary to comply with its obligations under the Keepwell Deed,the Trust Deed, the Agency Agreement and the Deed of Undertaking in all material respects;

to ensure that the Issuer has sufficient funds to meet its obligations with respect to any and all fees,expenses and obligations of the Issuer, including but not limited to fees and expenses with respect to thecorporate formation and administration of the Issuer;

to cause each of the Issuer and the Guarantor to take all action necessary in a timely manner to complywith its obligations under the Keepwell Deed and the Deed of Undertaking in all material respects;

to ensure that the Guarantor and the Issuer will comply with Condition 5(c) of the Terms and Conditions;

to procure that the Issuer will not carry on any business activity whatsoever other than the activities inconnection with the issue of notes (such activities in connection with the issue of notes shall, for theavoidance of doubt, include the on-lending of the proceeds of the issue of the notes (the Proceeds ofthe Notes) to only either the Company or any Subsidiary of the Company located in a jurisdictionoutside the PRC), and to cause such borrower to pay the interest and principal in respect of suchintercompany loan on time; and

to the extent a Subsidiary lends, novates or assigns any of the Proceeds of the Notes it receives fromthe Issuer, to cause such Subsidiary to lend, novate or assign such Proceeds of the Notes only to otherSubsidiaries.

Notwithstanding anything contained in the Keepwell Deed, if, and to the extent that the Company is requiredto obtain any Regulatory Approvals in order to comply with its obligations under the Keepwell Deed, theperformance of such obligation will always be qualified by, and subject to, the Company having obtained suchRegulatory Approvals. In this regard, the Company has undertaken in the Keepwell Deed to use all reasonableefforts to obtain such Regulatory Approvals within the time stipulated by the relevant Approval Authorities,if applicable.

The Keepwell Deed will not, and nothing therein contained and nothing done pursuant thereto by theCompany will be deemed to constitute, a guarantee by, or any legal binding obligation of, the Company ofthe payment of any obligation, indebtedness or liability, of any kind or character whatsoever, of the Issuer orthe Guarantor under the laws of any jurisdiction. Accordingly, pursuant to the terms of the Keepwell Deed,the Company will only be obliged to make sufficient funds available to the Issuer and the Guarantor, ratherthan assume the payment obligation as in the case of a guarantee. See Risk Factors Neither the KeepwellDeed nor the Deed of Undertaking from the Company is a guarantee of the payment obligations of the Issuerand the Guarantor under the Notes and the Guarantee of the Notes.

THE DEED OF UNDERTAKING

The Company has executed the Deed of Undertaking (as further described in the section entitled Descriptionof the Deed of Undertaking) in favour of the Issuer, the Guarantor and the Trustee. While the Keepwell Deedcontains a general obligation requiring the Company to ensure that the Issuer and the Guarantor havesufficient liquidity to make timely payment of any amounts payable by each of them under or in respect ofthe Notes and the Guarantee of the Notes, the Deed of Undertaking provides specified means by which theCompany could assist the Issuer and the Guarantor in meeting their respective obligations under the Notes,the Guarantee of the Notes and the Trust Deed upon the occurrence of an Event of Default.

Under the Deed of Undertaking, the Company has undertaken to the Issuer, the Guarantor and the Trustee thatupon receipt of a written notice from the Trustee following the occurrence of an Event of Default under theNotes (the Trigger Notice), the Company will:

grant a U.S. dollar loan to the Issuer and/or the Guarantor (the Loan) and procure remittance of theShortfall Amount (as defined below) as a loan to the Issuer and/or the Guarantor;

invest (either by itself or through a Subsidiary of the Company as designated by it (the DesignatedInvestor)) in the Issuer or, as the case may be, the Guarantor (by equity investment or otherwise) inan amount equal to the Shortfall Amount on the Investment Closing Date (the Investment); and

purchase or procure an Onshore Subsidiary of the Company to purchase (the Purchaser) EquityInterests held by the Guarantor or any other Offshore Subsidiary of the Company (the Purchase),

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in each case, subject to it having obtained all relevant Regulatory Approvals (which the Company hasundertaken to use all reasonable efforts to obtain), so as to enable the Guarantor or the Issuer to make paymentin full of any outstanding amounts as they fall due under the Trust Deed and the Notes (including any interestaccrued but unpaid on the Notes).

For the purposes of the Deed of Undertaking, Shortfall Amount means, with respect to each Series towhich the occurrence of an Event of Default relates (the Default Notes), the aggregate of the followingamounts: (i) an amount in the Specified Currency for the Default Notes then outstanding, sufficient to enablethe Issuer and the Guarantor to discharge in full their respective obligations under the Default Notes and theCoupons, the guarantee of the Default Notes, the Agency Agreement and the Trust Deed that are due andowing as at the date of such Trigger Notice (including without limitation the principal amount of the DefaultNotes then outstanding that is due and owing as at the date of such Trigger Notice and any interest due andunpaid on the Default Notes up to but excluding the date of such Trigger Notice); plus (ii) an amount equalto the interest payable in respect of the immediately following interest period on the Default Notes, if any;plus (iii) all costs, fees and expenses and other amounts payable in U.S. dollars to the Trustee and/or theAgents under or in connection with the Default Notes, the guarantee of the Default Notes, the Trust Deed, theAgency Agreement, the Keepwell Deed and/or this Deed that are due and owing as at the date of such TriggerNotice plus provisions for fees and expenses of the Trustee and/or Agents which may be incurred after the dateof the Trigger Notice in accordance with the Default Notes, the guarantee of the Default Notes, the AgencyAgreement, the Trust Deed, the Keepwell Deed and/or this Deed, as notified by the Trustee in the TriggerNotice, in each case, in connection with the recovery of amounts due under item (i) and (ii) above.

The aggregate purchase price for the relevant Equity Interest(s) being the subject of the Purchase (thePurchase Price) will be determined by the Company within 20 Business Days after the date of the TriggerNotice, in accordance with any applicable PRC laws and regulations effective at the time of determination andthe other applicable terms relating to the Purchase, provided that the relevant Purchase Price shall be no lessthan the Shortfall Amount.

The Company has undertaken to, and will undertake to procure each Relevant Transferor to, use all reasonableefforts to do all such things and take all such actions as may be necessary or desirable to procure thecompletion of the Purchase on the relevant Purchase Closing Date, providing information and applying witha view to obtaining for Relevant Approvals as soon as reasonably practicable within three months from thedate of the Trigger Notice and procure the remittance of the sum of the Purchase Price to or to the order ofthe Relevant Transferor(s).

The Company has undertaken to, and will undertake to procure the Issuer or, as the case may be, the Guarantorto, use its reasonable efforts to do all such things and take all such actions as may be necessary to obtain therelevant Regulatory Approvals as soon as reasonably practicable, to procure the completion of the Investmentno later than the date falling 120 days from the date of the Trigger Notice and to procure the remittance ofthe sum of the Shortfall Amount to or to the order of the Issuer (or the Guarantor, as the case may be).

The obligations of the Company under the Deed of Undertaking will be suspended if any of the Company, theGuarantor and the Issuer receives a notice in writing from the Trustee stating either that, the Trustee hasreceived a notice in writing from the paying agent under the Notes that all of the payment obligations of theIssuer and the Guarantor under the Notes and the Coupons, the Guarantee of the Notes and the Trust Deedthat are then due and owing have been satisfied in full and the Trustee is satisfied that all amounts due andpayable to the Trustee under the Trust Deed have been satisfied in full, or that the Event of Default resultingin the service of such Trigger Notice from the Trustee has been waived by the Trustee in accordance with theTrust Deed.

The Trustee may, at any time in its sole and absolute discretion, discuss with the Company on the choice(s)of remedy(ies) under the Deed of Undertaking based on the then facts and circumstances. The Company hasacknowledged in the Deed of Undertaking that such option to discuss is completely at the discretion of theTrustee and any failure or election by the Trustee to not undertake such discussions will not in any mannerlimit the Trustees ability to take remedial or enforcement action against the Company.

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Notwithstanding anything contained in the Deed of Undertaking, if, and to the extent that the Company isrequired to obtain any Regulatory Approvals in order to comply with its obligations therein, the performanceof such obligation will always be qualified by, and subject to, the Company having obtained such RegulatoryApprovals. In this regard, the Company has undertaken to use all reasonable efforts to obtain such RegulatoryApprovals within the time stipulated by the relevant Approval Authorities, if applicable.

The Deed of Undertaking will not, and nothing therein contained and nothing done pursuant thereto by theCompany will be deemed to constitute, a guarantee by, or any legal binding obligation of, the Company ofthe payment of any obligation, indebtedness or liability, of any kind or character whatsoever, of the Issuer orthe Guarantor under the laws of any jurisdiction. See Risk Factors Neither the Keepwell Deed nor theDeed of Undertaking from the Company is a guarantee of the payment obligations of the Issuer and theGuarantor under the Notes and the Guarantee of the Notes, Risk Factors Performance by the Companyof its undertaking under the Deed of Undertaking is subject to approvals of the PRC governmental authoritiesand certain limitations and Risk Factors Performance by the Company of its undertaking under the Deedof Undertaking may be subject to consent from third party creditors and shareholders, and may also berestricted if any of the equity interests are secured in favour of third party creditors.

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SUMMARY OF THE PROGRAMME

This summary must be read as an introduction to this Offering Circular and any decision to invest in the Notesshould be based on a consideration of the Offering Circular as a whole, including any informationincorporated by reference. Words and expressions defined in the Terms and Conditions of the Notes belowor elsewhere in this Offering Circular have the same meanings in this summary.

Issuer ................................................ Huarong Finance II Co., Ltd.

Guarantor ........................................ Huarong (HK) International Holdings Limited

Company .......................................... China Huarong Asset Management Co., Ltd.

Programme Size .............................. Up to U.S.$5,000,000,000 (or the equivalent in other currenciescalculated as described in the Dealer Agreement (as defined inSubscription and Sale)) outstanding at any time. The Issuer andthe Guarantor may increase the amount of the Programme inaccordance with the terms of the Dealer Agreement.

Risk Factors..................................... Investing in Notes issuable under the Programme involves certainrisks. The principal risk factors that may affect the abilities of theIssuer, the Guarantor or the Company to fulfil their respectiveobligations in respect of the Notes, the Trust Deed, the KeepwellDeed or the Deed of Undertaking are discussed under the sectionRisk Factors below.

Arrangers ......................................... Credit Suisse Securities (Europe) Limited, Standard CharteredBank (Hong Kong) Limited and Wing Lung Bank Limited.

Dealers ............................................. Credit Suisse Securities (Europe) Limited, Standard CharteredBank (Hong Kong) Limited, Standard Chartered Bank, Wing LungBank Limited, Deutsche Bank AG, Singapore Branch and TheHongkong and Shanghai Banking Corporation Limited and anyother Dealer appointed from time to time by the Issuer eithergenerally in respect of the Programme or in relation to a particularSeries of the Notes.

Principal Paying Agent, PayingAgent ............................................

The Bank of New York Mellon, London Branch (for Notes clearedthrough Euroclear/Clearstream, Luxembourg).

Registrar .......................................... The Bank of New York Mellon (Luxembourg) S.A. (for Notescleared through Euroclear/Clearstream, Luxembourg); The Bankof New York Mellon, Hong Kong Branch (for Notes clearedthrough the CMU Service).

Transfer Agent................................. The Bank of New York Mellon (Luxembourg) S.A. (for Notescleared through Euroclear/Clearstream, Luxembourg); The Bankof New York Mellon, Hong Kong Branch (for Notes clearedthrough the CMU Service).

CMU Lodging and Paying Agent... The Bank of New York Mellon, Hong Kong Branch

Trustee.............................................. The Bank of New York Mellon, London Branch

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Method of Issue ............................... The Notes will be issued on a syndicated or non-syndicated basis.The Notes will be issued in series (each a Series) having one ormore issue dates and on terms otherwise identical (or identicalother than in respect of the first payment of interest and their issueprice), and intended to be interchangeable with all other Notes ofthat Series. Each Series may be issued in tranches (each aTranche) on the same or different issue dates. The specificterms of each Tranche (which will be completed, where necessary,with the relevant terms and conditions and, save in respect of theissue date, issue price, first payment date of interest and nominalamount of the Tranche, will be identical to the terms of otherTranches of the same Series) will be completed in the PricingSupplement.

Clearing Systems ............................. With respect to Notes (other than any series of Notes clearedthrough the CMU Service. (the CMU Notes), Euroclear,Clearstream, Luxembourg and such other clearing system as shallbe agreed between the Issuer, the Guarantor, the Trustee, theAgents and the relevant Dealer. With respect to CMU Notes, theCMU Service (each of Euroclear, Clearstream, Luxembourg andthe CMU Service, a Clearing System). See Clearing andSettlement.

Guarantee of the Notes ................... Payment of all sums from time to time payable by the Issuer inrespect of any of the Notes is irrevocably and unconditionallyguaranteed by the Guarantor.

Keepwell Deed and the Deed ofUndertaking .................................

The Issuer, the Guarantor and the Company will enter into theKeepwell Deed and the Deed of Undertaking with the Trustee asfurther described in Offer Structure The Keepwell Deed,Offer Structure The Deed of Undertaking, Description of theKeepwell Deed and Description of the Deed of Undertaking.Each series will have the benefit of the Keepwell Deed and theDeed of Undertaking granted by the Company.

Form of the Notes ........................... Notes may be issued in bearer form or in registered form.Registered Notes will not be exchangeable for Bearer Notes andvice versa. No single Series or Tranche may comprise both BearerNotes and Registered Notes.

Each Tranche of Bearer Notes will initially be represented by aTemporary Global Note or a Permanent Global Note, as specifiedin the applicable Pricing Supplement, which, in each case, may bedeposited on the issue date with a common depositary forEuroclear, Clearstream, Luxembourg or any other agreedclearance system compatible with Euroclear and Clearstream,Luxembourg or, in respect of CMU Notes, a sub-custodian for theCMU Service. Each Temporary Global Note will be exchangeablefor a Permanent Global Note or, if so specified in the relevantPricing Supplement, for Definitive Notes. Each Permanent GlobalNote will be exchangeable for Definitive Notes in accordance withits terms. Definitive Notes will, if interest-bearing, have Couponsattached and, if appropriate, a Talon for further Coupons. Anyinterest in a Temporary Global Note or a Permanent Global Notewill be transferable only in accordance with the rules andprocedures or the time being of Euroclear, Clearstream,Luxembourg, the CMU Service and/or any other agreed clearancesystem, as appropriate.

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Bearer Notes will be issued in compliance with applicable U.S. taxrules. Bearer Notes will be issued in compliance with rules insubstantially the same form as U.S. Treasury Regulations1.163-5(c)(2)(i)(D) for purposes of Section 4701 of the U.S.Internal Revenue Code (the D Rules) unless (i) the applicablePricing Supplement states that the Bearer Notes are issued incompliance with rules in substantially the same form as U.S.Treasury Regulation 1.163-5(c)(2)(i)(C) for purposes of Section4701 of the U.S. Internal Revenue Code (the C Rules) or (ii) theBearer Notes are issued other than in compliance with the D Rulesor the C Rules but in circumstance in which the Notes will notconstitute registration required obligations for U.S. federalincome tax purposes, which circumstance will be referred to in theapplicable Pricing Supplement. If the D Rules are specified in therelevant Pricing Supplement as applicable, certification as tonon-U.S. beneficial ownership will be a condition precedent to anyexchange of an interest in a Temporary Global Note or receipt ofany payment of interest in respect of a Temporary Global Note.

Each Tranche of Registered Notes will, unless otherwise specifiedin the applicable Pricing Supplement, be represented by a GlobalNote Certificate (as defined in the Form of the Notes), whichwill be deposited on or about its issue date with a commondepositary for, and registered in the name of a nominee of,Euroclear and Clearstream, Luxembourg or, in respect of CMUNotes, a sub-custodian for the CMU Service operated by theHKMA. With respect to all offers or sales by a Dealer of an unsoldallotment or subscription, beneficial interests in a Global NoteCertificate of such Tranche may be held only through Euroclear,Clearstream, Luxembourg or the CMU Service.

Application will be made to have Global Notes or Global NoteCertificates of any Tranche accepted for clearance and settlementthrough the facilities of Euroclear, Clearstream, Luxembourgand/or the CMU Service, as appropriate.

Currencies ........................................ Notes may be denominated in any currency or currencies, agreedbetween the Issuer, the Guarantor and the relevant Dealer(s)subject to compliance with all applicable legal and/or regulatoryand/or central bank requirements. Payments in respect of theNotes may, subject to such compliance, be made in and/or linkedto, any currency or currencies other than the currency in whichsuch Notes are denominated.

Denominations ................................. Notes will be issued in such denominations as may be specified inthe relevant Pricing Supplement, subject to compliance with allapplicable legal and/or regulatory and/or central bankrequirements.

Status of the Notes .......................... The Notes constitute direct, general and unconditional obligationsof the Issuer which will at all times rank pari passu amongthemselves and at least pari passu with all other present and futureunsecured obligations of the Issuer, save for such obligations asmay be preferred by provisions of law that are both mandatory andof general application. See Terms and Conditions of the NotesStatus and Guarantee.

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Status of the Guarantee of theNotes .............................................

The Guarantor has in the Trust Deed unconditionally andirrevocably guaranteed the due and punctual payment of all sumsfrom time to time payable by the Issuer in respect of the Notes.The Guarantee of the Notes constitutes direct, general andunconditional obligations of the Guarantor which will at all timesrank at least pari passu with all other present and future unsecuredobligations of the Guarantor, save for such obligations as may bepreferred by provisions of law that are both mandatory and ofgeneral application.

Issue Price........................................ Notes may be issued at their nominal amount or at a discount orpremium to their nominal amount. Partly Paid Notes may beissued, the issue price of which will be payable in two or moreinstalments.

Maturities ........................................ Any maturity, subject, in relation to specific currencies, tocompliance with all applicable legal and/or regulatory and/orcentral bank requirements.

Where Notes have a maturity of less than one year and either (a)the issue proceeds are received by the Issuer in the UnitedKingdom or (b) the activity of issuing the Notes is carried on froman establishment maintained by the Issuer in the