Introduction of Chinese Debt Capital Market From Private Sector Perspective

Presented To: ABMI Conference Introduction of Chinese Debt Capital Market From Private Sector Perspective CITIC Securities Corporation Limited December 2009

Table of Contents Contents Part 1 OVERVIEW OF DEBT MARKET Part 2 BOND INSTRUMENTS AND MAJOR BREAKTHOUGH IN CHINA Part 3 Part 4 CHINESE MARKET PLAYERS DESIRABLE DEVELOPMET IN THE FRUTURE - FROM PRIVATE SECTOR PERSPECTIVE

PART 1 OVERVIEW OF DEBT MARKET 1.1 Overview 1.2 History 1.3 List of Debt Financing Instruments 1.4 Market Statistics 3

1.1 Overview China debt capital market has been experiencing fast development for the past decade The total volume of innovation for debt instruments has hit a record high Encouraged by dynamic innovation of Chinese regulators, the private sector has been fervently devoted to producing new instruments while expanding existing business. Comparison of Issuance Volume of Major Debt Instruments Source: Chinabond 1000 900 4

1.2 History of Opening Debt Market 1982 The first issuance of International Bond by China s financial institution in the international capital market. 1985 The first bond issuance by commercial banks in China. 1987 The first issuance of domestic bond issued by Chinese corporate. 2003 2005 The first issuance of US Dollar bond by China Development Bank in China. The first issuance of Commercial Paper in China. Panda bonds issued by approved supranational organizations in China China's first introduction of QFII¹ into the inter-bank bond market. 2007 China s first introduction of ABS & MBS. The first issuance of Listed Corporate Bond in China. Recent China-US strategic economic dialogues announced permission for foreign banks to issue bonds in RMB in China. 5 1. QFII: Qualified Foreign Institutional Investors

1.2 History of Opening Debt Market (Continued) Dec 2008 The first issuance of Medium Term Note by 7 corporations in China. The 30-point proposal by State Council promised to study the feasibility of allowing foreign institutions and enterprises to issue RMB bonds. April 2009 The State Council s document on building Shanghai into international financial center also declares boosting foreign entities toissue bonds. May 2009 The first issuance of Medium Term Note in US Dollar in China. June 2009 The successful RMB bonds issuance by HSBC China and BEA China in Hong Kong on 25th and 30th of June heralds the policy to allow RMB bonds by foreign banks in mainland China. 6

1.3 Market Structure In China, debt financing instruments are offered and traded in two different markets, i.e., the exchange market and the inter-bank market. The inter-bank market is the most important primary and secondary market for debt financing instruments such that roughly over 90% of the new issues are quoted and traded in the inter-bank market Inter-Bank Market Exchange Market * Major Regulator PBOC CSRC Types of debt financing instruments Investors Liquidity Clearing house Central bank notes, treasury securities, financial bonds, corporate bonds, ABS originated by financial institutions, medium-term notes, commercial papers and Panda Bonds Central bank notes, treasury securities and policy bank financial bonds account for the majority of market turnover Inter-bank market members including commercial banks, securities companies, trust and investment companies (TICs), finance companies affiliated with corporations, insurance companies, fund management companies and etc. Non-financial institutions can conduct transactions through authorized agents Quota-driven over-the-counter market, no bond brokers involved Liquidity is limited, but it is better than the exchange market China Government Securities Depository Trust & Clearing Co. Ltd. Treasury securities, listed company corporate bonds, corporate bonds and ABS originated by non-financial enterprises Treasury securities account for most proportion of the market share Insurance companies, fund management companies, securities companies, TICs, finance companies affiliated with corporations, retail investors, etc. Commercial banks are allowed to enter the exchange market on experimental basis Retail investors are permitted to invest in bonds listed in exchange market Less liquid than the inter-bank market China Securities Depository & Clearing Corporation Ltd. * Exchange market refers to the Shanghai and Shenzhen stock exchanges 7

1.4 Market Statistics New Bond Issuance in 2007, 2008 and 2009 Jan-Oct 2007 2008 2009 Jan-Oct Class Terms Volume (billion yuan) Terms Volume (billion yuan) Terms Volume (billion yuan) Central Bank Note 143 4,072 122 4,296 63 3,257 Treasury Securities 30 2,188 29 725 105 1,375 Financial Bond 95 1,191 85 1,178 83 1,155 Corporate Bond 89 172 71 237 153 311 Commercial Paper 263 335 269 434 211 368 Asset Backed Securities 16 18 26 30 0 0 MTN -- -- 41 174 141 572 Total 636 7,976 643 7,074 756 7,038 Source: Chinabond The bond market developed fast in 2007 and 2008 The issuance of central bank notes and treasuries in 2008 declined since the government withdrew less money through open-market transaction in economic downturn Active fiscal policy and loosen monetary policy will keep the supply aloft levels of previous years Coupling with macro economic rebound and the expectation of inflation, yield curve therefore is expected to rise and become flatter Commercial banks will still be the primary investor, despite demand has somewhat dropped as regulators begin to concern about excessive liquidity and potential inflation 8

PART 2 BOND INSTRUMENTS AND MAJOR BREAKTHOUGH IN CHINA 2.1 Traditional Debt Instruments 2.2 Major Breakthrough 9

2.1 Traditional Debt Instruments Types Applicable Regulator(s) Eligible Issuers Launch Date Amount Issued Since Introduction (Up to end of October 2009)(RMB Billion) Central Bank Note PBOC PBOC January 2007 3,664.5 Treasury Securities (1) Policy Bank Financial Bonds PBOC, CSRC (for Exchange Market issuance), MOF MOF August 1998 12,301.39 PBOC Policy banks December 1999 4,457.15 Financial Bond (including policy bank financial bonds) PBOC Commercial banks (2), financial companies affiliated with corporations, other financial institutions December 2001 628.85 Corporate Bond Listed Company Corporate Bond Asset-Backed Securities NDRC, PBOC, and CSRC PRC enterprises July 2000 1,267.65 CSRC Listed companies September 2007 91.3 PBOC, CBRC, CSRC Originators: financial institutions supervised by CBRC, non-financial institutions supervised by CSRC December 2005 60.98 (1) Treasury securities can be issued on either the Exchange Market or the Inter-bank Market or in both. The two markets used to have two different underwriting groups. Starting in late 2004, most treasury securities are issued in both markets concurrently. (2) In theory, commercial banks include the PRC incorporated subsidiaries and branches of foreign banks. 10

2.2 Major Breakthrough Commercial Paper Commercial paper program was launched in 2005 by PBOC The introduction of commercial paper in Chinese capital market inaugurated a new channel of debt financing for enterprises NAFMII, a self disciplined non-profit association of institutional investors in the financial industry was founded in 2007 and is under the direct control of the PBOC. The NAFMII takes over the responsibilities of regulating commercial paper NAFMII is considered as a very open-minded regulatory SRO and is devoted to market innovations Regulator/SRO Governing Law PBOC, NAFMII By PBOC: - Commercial Paper Management Regulation (PBOC Order No.2, 2005) - Regulation On Debt Financing Instruments for Non-financial Institutions in the Inter-bank Debt Market (PBOC Order No.1, 2008) By NAFMII - Commercial Paper Guidelines - Information Disclosure Rules - Self-Discipline Guidelines for Intermediaries - Due Diligence Guidelines - Prospectus Guidelines - Membership Registration Guidelines Issuer Legal registered non-financial institutions which are NAFMII corporate members Market Data Until the end of October, 2009, there were 233 Commercial Paper issued in the market with a total size of RMB 418.71 billion 11

2.2 Major Breakthrough MTN On 15th April, 2008, Regulation on Debt Financing Instruments for Non-financial Institutions in the Inter-bank Debt Market (PBOC Order No.1, 2008) was issued. On the same day, Medium Term Note Guidelines and other six self-disciplined rules was released by NAFMII At the end of June, MTN was suspended, until which there were 75.5 billion MTNs issued by 15 institutions. Starting from Oct. 6th, NAFMII, as allowed by PBOC, resumed accepting registration applications of non-financial corporations for issuing MTN Regulator/SRO PBOC, NAFMII Governing Law Issuer By PBOC: - Regulation on Debt Financing Instruments for Non-financial Institutions in the Inter-bank Debt Market (PBOC Order No.1, 2008) - Rules on the Registration of Debt Financing Instrument By NAFMII - Medium Term Note Guidelines - Information Disclosure Rules - Self-Discipline Guidelines for Intermediaries - Due Diligence Guidelines - Prospectus Guidelines - Membership Registration Guidelines Legal registered non-financial institutions which are NAFMII corporate members Market Data Since its introduction, 183 MTNs with a total amount of RMB 747.1 billion have been issued in the market up to the end of October 2009 12

2.2 Major Breakthrough Collective Note Collective note was introduced to Chinese market in November 2009 by NAFMII So far, three pilot collective notes have got the registration approval of NAFMII The launch of collective note program explored a new funding channel for SMEs Regulator/SRO PBOC, NAFMII Governing Law Issuer Market Data By PBOC: - Regulation on Debt Financing Instruments for Non-financial Institutions in the Inter-bank Debt Market (PBOC Order No.1, 2008) - Rules on the Registration of Debt Financing Instrument By NAFMII - Collective Note Guidelines - Information Disclosure Rules - Self-Discipline Guidelines for Intermediaries - Due Diligence Guidelines - Prospectus Guidelines - Membership Registration Guidelines Small and medium legally registered non-financial institutions The collective issuer shall compose at least two companies and no more than 10 companies Since its introduction, three collective notes with a total amount of RMB 1.265 billion have been successfully issued in the market 13

2.2 Major Breakthrough Panda Bond The program of Panda Bond was officially launched in year 2005 and 3 Panda Bonds had been issued since then It is the first time of Chinese capital market to open to foreign institutions However, the program was suspended in late 2006. Due to the global financial crisis and faster declining of domestic economy, Chinese regulators became more cautious and prudent on financing instruments innovation New regulation of Panda Bond is expected to be introduced in next year Regulator MOF, PBOC, NDRC, CSRC and SAFE Governing Law the Administrative Regulations on the Issuance of RMB-denominated Bonds by Multinational Development Organizations, jointly promulgated by PBOC, MOF, NDRC and CSRC on February 18, 2005 Issuer Supranational development agencies Market Data Since its introduction, there were 3 Panda Bonds issued in the market by ADB and IFC with a total size of RMB 3 billion 14

2.2 Major Breakthrough Offshore RMB Bond The offshore RMB bond was introduced in 2007 and the first offshore RMB bond by China Development Bank was issued in Hong Kong Both policy banks and big state-owned banks have successfully issued RMB bonds in Hong Kong In 2009, HSBC Bank (China) issued an offshore RMB bond in Hong Kong. It was the first time for a locally incorporated foreign commercial bank to issue RMB bond in offshore market The RMB Bond issued in Hong Kong by HSBC Bank (China) is a landmark deal with its contribution to the opening of Chinese debt market and the establishment of the synergy between Chinese capital market and Hong Kong market Regulator Hong Kong: FSC Mainland China: PBOC, NDRC, SAFE Governing Law Regulation on RMB Bond Issuance of Domestic Financial Institutions in Hong Kong SAR, jointly promulgated by PBOC and NDRC on June 8, 2007 Issuer Domestic Financial Institution Market Data Since June 2007, a total 11 terms of offshore RMB bonds were issued in Hong Kong and raised RMB 31 billion The RMB bonds in Hong Kong were issued by two policy banks (which are China Development Bank and the EXIM Bank), three state-owned commercial banks (which are Bank of China, China Construction Bank and Bank of Communications) and two locally incorporated foreign banks (which are HSBC Bank China and BEA China) 15

PART 3 CHINESE MARKET PLAYERS 3.1 Underwriters 3.2 Investors 16

3.1 Underwriters In China, securities houses are the most important underwriters in bond market Commercial banks, some policy bank and trust and investment companies are also eligible for specific bonds underwriting given regulatory approval Central Bank Notes Treasury Securities Financial Bond (including policy bank financial bonds) Corporate Bond (1) Listed Corporate Bond MTN/CP (2) ABS Panda Bond Securities Houses Commercial Banks Policy Banks Trust and Investment Companies (1) Only securities houses and China Development Bank are eligible to underwrite corporate bond (2) 24 commercial banks and 2 securities houses (CITICS and CICC) approved by NAFMII are eligible to underwrite MTN/CP 17

3.2 Investors Investors Base Inter-Bank Market Commercial banks, insurance companies, securities companies, fund management companies, trust and investment companies, finance companies affiliated with corporations Exchange Market Insurance companies, securities companies, fund management companies, trust and investment companies, finance companies affiliated with corporations, retail investors As of the end of October, 2009, the total bond depository balance in the inter-bank market was RMB 16,690.247 billion, while the number was only RMB 278.867 billion in the exchange market Commercial banks are major bond investors and holding more than half of the bonds in the market. However, commercial banks are not allowed to enter exchange market by current regulation (RMB 100 Million) Bond Holding Balance as of 31/10/2009 Percentage Total 166,902.48 100.00% Special Members 17,209.15 10.31% Commercial Banks 117,416.03 70.35% Credit Cooperative Banks 4,625.15 2.77% Non-bank Financial Institutions 801.60 0.48% Securities Companies 814.05 0.49% Insurance Institutions 14,575.23 8.73% Mutual Funds 7,189.72 4.31% Non-financial Institutions 258.67 0.15% Retail Investors 1,212.64 0.73% Others 2,800.24 1.68% 18

PART 4 DESIRABLE DEVELOPMET IN THE FRUTURE - FROM PRIVATE SECTOR PERSPECTIVE 4.1 Domestic Market-Wishes of Private Sector 4.2 Market Globalization and International Cooperation 19

4.1 Domestic Market-Wishes of Private Sector Diversify issuer base Private sector will be able to serve the funding purpose of companies of different calibres Regulation Innovation More liquid and dynamic secondary market to accommodate the sharply rising debt funding Private sector will be better poised to innovate in the market Better interactions between government, SRO and private sector SRO with Chinese features may play stronger role in bridging over the market demand and government regulation Organization CITICS Cooperation Stronger cooperation between market players Competition and cooperation may coexist in private sector, and stronger association among market players will achieve synergy and win-win scenario in a fast-growing market 20

4.2 Market Opening and International Cooperation Necessity of Market Opening- Perspective of Private Sector Invigorate the market by bringing in diversified issuers and investors Better meet the funding demand of companies and provide them with better-tailored funding solution, such as currency, tenor, etc. Boost the growth of intermediaries of each country in the region by greater exposure to international business and standards Lower down the funding risks of company and business risks of financial service sector by enabling them to putting eggs in different baskets Driving Forces for Market Opening and International Cooperation Political agenda and regional initiatives Strong communications between government regulators Unique role can be played by SROs in the region Supranational organization is an important driving force International collaboration and exchange between private market players are crucial to demonstrate what market demands and what is viable in the market 21

Contact If you have further questions, please contact us: Wan Tailei, Vice President, Debt Underwriting, Investment Banking Commission Email: wtl@citics.com Mobile: 86-13910836894 Phone: 86-10-84683760 Thank You!

Disclaimer This presentation is not directed at, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would subject CITIC Securities Co., Ltd. and its subsidiaries and affiliates (collectively CITICS ) to any registration or licensing requirement within such jurisdictions. All material presented in this presentation, unless specifically indicated otherwise, is under copyright to CITICS. None of the material, nor its contents, nor any copy of it, may be altered in any way, transmitted to, copied or distributed to any other party, without the prior express authorization in written of CITICS. All trademarks, service marks and logos of CITICS used herein are copyrighted. The information, tools and material presented in this presentation are provided for your reference only and are not to be used or considered as an offer or the solicitation of an offer to sell or to buy or subscribe for securities or other financial instruments. CITICS have not taken any steps to ensure that the securities referred to herein are suitable for any particular investor. The contents herein do not constitute investment advice to any person and CITICS will not deem recipients as its customers by virtue of their receiving the presentation. Information and opinions presented herein have been obtained or derived from sources believed by CITICS to be reliable, but CITICS makes no representation as to their accuracy or completeness and CITICS assumes no liability for any losses or damages arising from the use of the material presented herein unless such liability arises under specific statutes or regulations. This report is not to be relied upon in substitution for the exercise of independent judgment. CITICS may have issued other reports inconsistent with, and reaching conclusions different from, the information presented herein. Those reports reflect the different assumptions, views and analytical methods of the analysts who prepared them. To avoid any doubt, the opinions herein do not represent the standpoints of CITIC Securities Co., Ltd. or any of its subsidiaries or affiliates. CITICS may, to the extent permitted by law, participate or invest in financial transactions with the issuer(s) of the securities referred to herein, perform services for or solicit business from such issuers, and/or have a position or effect transactions in the securities or options thereon. CITICS may, to the extent permitted by law, act upon or use the information or opinions presented herein, or the research or analysis on which they are based, before the material is published. CITICS may have, within the last three years, served as manager or co-manager of a public offering of securities for, or currently may make a primary market in issues of, any or all of the companies mentioned herein. Additional information is available on request. Past performance shall be no indication and guarantee of the future performance. Information, opinions and estimates contained herein reflect a judgment at the date of its original publication by CITICS and are subject to change. The prices, values and incomes of the securities or financial notes referred to herein may decline or increase. This presentation is to be distributed to clients only. Those recipients who are not the market professionals and institutional investment clients of CITICS shall consult independent financial advisers prior to making any investment decisions based on this presentation or requesting any interpretations hereon. CITIC Securities Co., Ltd. and Subsidiaries and Affiliates 2009 copyright. All rights reserved.