Italian Republic. With respect to any Borrowing Subsidiary organized under the law of the Italian Republic:
(i) if any interest rate as calculated above results in a higher interest rate than is permitted by the Italian Usury Law, the highest interest rate provided by such applicable law shall be the applicable rate; and
(ii) unpaid interest (including default interest arising on overdue amount) will not be compounded.
Italian Republic. The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, and no copies of the Offering Circular and any other document relating to the Notes may be distributed in the Republic of Italy except:
(i) to "qualified investors", as referred to in Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58"), and defined in article 34-ter, paragraph 1, letter (b) of CONSOB Regulation no. 11971 of 14 May 1999, as amended ("Regulation No. 11971");
(ii) that Notes may be offered, sold or delivered or copies of any prospectus relating to such Notes may be distributed in an offer to the public in the period commencing on the date of publication of such prospectus, provided that such prospectus has been approved in another Relevant Member State and notified to CONSOB, all in accordance with the Prospectus Directive and the 2010 PD Amending Directive, as implemented in Italy under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, and ending on the date which is 12 months after the date of approval of such prospectus; and
(iii) in any other circumstances where an express exemption from compliance with the solicitation restrictions applies, as provided under Decree No. 58 or Regulation No. 11971. ABCI Capital Limited CNY260,000,000 Bank of China (Hong Kong) Limited CNY260,000,000 China Construction Bank Corporation, Singapore Branch CNY260,000,000 DBS Bank Ltd. CNY260,000,000 The Hongkong and Shanghai Banking Corporation Limited CNY260,000,000 Total CNY1,300,000,000 ABCI Capital Limited 10/F, Agricultural Bank Of China Tower 00 Xxxxxxxxx Xxxx Xxxxxxx Xxxx Xxxx Bank of China (Hong Kong) Limited 7/F Bank of China Xxxxx 0 Xxxxxx Xxxx Xxxxxxx Xxxx Xxxx Xxxxx Construction Bank Corporation, Singapore Branch 0 Xxxxxxx Xxxxx, #00-00 Xxxxxxxx Xxxxx, Xxxxxxxxx 000000 DBS Bank Ltd. 00/X Xxx Xxxxxx 00 Xxxxx'x Xxxx Xxxxxxx Xxxx Xxxx The Hongkong and Shanghai Banking Corporation Limited Xxxxx 00, XXXX Xxxx Xxxxxxxx 0 Xxxxx'x Xxxx Xxxxxxx Xxxx Xxxx Dear Sirs Rosy Capital Global Limited (美京環球有限公司) Issue of CNY1,300,000,000 5.25 per cent. Notes due 2018 (the "Notes") Guaranteed by Beijing Capital Juda Limited (首創鉅大有限公司) We, [Rosy Capital Global Limited (美京環球有限公司), the Issuer] / [Beijing Capital Juda Limited (首創鉅大有限公司), the Guarantor] / [Beijing Capital Group Co., Ltd. (北京首都创业集团有限公司), the Company], refer to the subscription agreement dated 23 July 2015 (the "Subscription Agr...
