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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/25/22 Asian Infrastructure Inv Bank S-B/A 3:371K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-B/A Pre-Effective Amendment to Registration Statement HTML 269K
by a Foreign Government or Political Subdivision
2: EX-99.H Miscellaneous Exhibit HTML 5K
3: EX-99.I Miscellaneous Exhibit HTML 6K
| S-B/A |
As filed with the Securities and Exchange Commission on July 25, 2022
Registration No. 333-261099
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 5
TO
REGISTRATION STATEMENT
UNDER SCHEDULE B
OF
THE SECURITIES ACT OF 1933
Asian Infrastructure Investment Bank
(Name of Registrant)
Name and Address of Authorized Representative in the United States:
Puglisi & Associates
850 Library Avenue, Suite 204
Copies to:
| Krystian Czerniecki, Esq. Sullivan & Cromwell LLP Neue Mainzer Strasse 52 60311 Frankfurt am Main Germany |
Andrew Cross Asian Infrastructure Investment Bank AIIB Headquarters, Tower A, Asia Financial Center, Chaoyang District, Beijing 100101 People’s Republic of China |
J. David Stewart, Esq. 99 Bishopsgate |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
The securities being registered are to be offered on a delayed or continuous basis pursuant to
Release Nos. 33-6240 and 33-6424 under the U.S. Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered(1) |
Amount to be Registered(2) |
Proposed Maximum Per Unit(3) |
Proposed Maximum Offering Price(3) |
Amount of Registration Fee(4) | ||||
| Debt Securities |
$15,318,511,326 | 100% | $15,318,511,326 | $1,420,026 | ||||
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| (1) | Title of each class to be determined from time to time. |
| (2) | Or, if any Debt Securities listed above are sold at an original discount or denominated in a currency other than United States dollars, such different amount as shall result in net proceeds of not more than $15,318,511,326 to the registrant. Includes $12,000,000,000 aggregate principal amount of debt securities previously included on this registration statement and an additional $3,318,511,326 aggregate principal amount of debt securities newly included on this registration statement by means of this pre-effective amendment. |
| (3) | Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(o) under the Securities Act (as defined herein). |
| (4) | A registration fee of $307,626 was previously paid in connection with the registration on the registrant’s registration statement no. 333-237320 filed on March 20, 2020 of $2,370,000,000 aggregate principal amount of debt securities that remain unissued as of the date of filing of this pre-effective amendment. In accordance with Rule 457(p) under the Securities Act (as defined herein), the unissued debt securities are hereby deemed deregistered and the previously paid aggregated registration fees of $307,626 with respect to these unissued debt securities are being offset against the total registration fee due for the additional $3,318,511,326 aggregate principal amount of debt securities newly included on this registration statement by means of this pre-effective amendment. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This registration statement contains a prospectus, consisting of a front and back cover page and numbered pages 1 through 32 relating to debt securities of the Asian Infrastructure Investment Bank (“AIIB”). A maximum principal amount of US$15,318,511,326 or its equivalent in other currencies or currency units of debt securities may be offered and sold in the United States pursuant to the prospectus on or after the date of effectiveness of this registration statement.
AIIB may offer debt securities as separate issues from time to time on the terms and in the manner to be specified in supplements to the prospectus contained in this registration statement. Upon any public offering or sale in the United States of such debt securities covered by the prospectus, one or more prospectus supplements and/or pricing supplements describing such debt securities and the particular terms of such offer or sale will be filed in accordance with the rules and regulations of the U.S. Securities and Exchange Commission.
The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell and does not seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PROSPECTUS DATED JULY 25, 2022
ASIAN INFRASTRUCTURE
INVESTMENT BANK
Debt Securities
The Asian Infrastructure Investment Bank (“AIIB” or the “Bank”) from time to time may offer its debt securities denominated in U.S. dollars or in other currencies to be determined at the time of sale. The maximum aggregate principal amount of securities that may be issued is US$15,318,511,326, treating any offering of securities in a currency or currencies other than the U.S. dollar as the equivalent in U.S. dollars based on the applicable exchange rate at the date of issue.
The securities will be offered from time to time in amounts and at prices and on terms to be determined at the time of sale and to be set forth in supplements to this prospectus (the “Prospectus”). The securities will be direct and unsecured obligations of AIIB.
The specific designation, aggregate principal amount and other terms in connection with the offering and sale of each issue of securities will be set forth in a prospectus supplement. You should read this Prospectus and the prospectus supplement carefully.
In December 2021, the Public Company Accounting Oversight Board (the “PCAOB”) identified AIIB’s external auditor and the Chinese affiliate of AIIB’s external auditor as among the PCAOB-registered accounting firms headquartered in China and Hong Kong, China that the PCAOB is unable to inspect or investigate completely. The PCAOB’s inability to conduct inspections in China and Hong Kong, China prevents the PCAOB from fully evaluating audits and quality control procedures of the Bank’s external auditor and the Chinese affiliate of the Bank’s external auditor. As a result, investors in the Bank’s securities are deprived of the benefits of PCAOB inspections, including that it is more difficult to evaluate the effectiveness of the audit procedures or quality control procedures of the Bank’s external auditor as compared to auditors outside of China and Hong Kong, China that are subject to PCAOB inspections. See “Asian Infrastructure Investment Bank—External Auditor Work Papers” beginning on page 6 of this Prospectus.
Neither the Securities and Exchange Commission (the “SEC”), any state securities commission nor any foreign governmental agency has approved or disapproved of these securities or determined whether this Prospectus is accurate and complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus is , 20
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| REVIEW OF UNAUDITED CONDENSED FINANCIAL STATEMENTS BY INDEPENDENT ACCOUNTANTS |
32 | |||
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This Prospectus is part of a registration statement that the Bank filed with the SEC, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registration process, the Bank may, from time to time, sell any combination of the securities described in this Prospectus in one or more offerings up to a total amount of US$15,318,511,326 or the equivalent of this amount in foreign currencies.
This Prospectus provides a general description of the securities the Bank may offer. Each time the Bank sells securities, it will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this Prospectus. You should read both this Prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information” below before you purchase the Bank’s securities.
You should rely only on the information provided in this Prospectus and in any prospectus supplement including the information incorporated by reference. The Bank has not authorized anyone to provide you with different or additional information. The Bank is not offering these securities in any jurisdiction where the offer is not permitted by law. You should not assume that the information in this Prospectus, or any prospectus supplement, is accurate at any date other than the date indicated on the cover page of those documents.
This Prospectus and any prospectus supplement and documents incorporated by reference in this Prospectus and any prospectus supplement may contain forward-looking statements. Statements that are not historical facts are statements about AIIB’s beliefs and expectations and may include forward-looking statements. These statements are identified by words such as “believe,” “expect,” “anticipate,” “should” and words of similar meaning. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual financial and other results may differ materially from the results discussed in the forward-looking statements. Therefore, you should not place undue reliance on them. Factors that might cause such a difference include, but are not limited to, those discussed in this Prospectus and any prospectus supplement and documents incorporated by reference in this Prospectus and any prospectus supplement, such as the effects of losses from the Bank’s financing or investment activities. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
WHERE YOU CAN FIND MORE INFORMATION
The registration statement of which this Prospectus forms a part, including its various exhibits, is available to the public over the internet at the SEC’s website: http://www.sec.gov.
The Bank files annual reports and other information with the SEC, which are available to the public over the internet at the SEC’s website: http://www.sec.gov. The SEC allows the Bank to “incorporate by reference” the documents that the Bank files with the SEC, which means that the Bank can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Prospectus, and later information that the Bank files with the SEC will automatically update and supersede this information, as well as the information included in this Prospectus.
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AIIB incorporates by reference the documents listed below that AIIB previously filed with the SEC. They contain important information about the Bank.
AIIB also incorporates by reference any future periodic reports and amendments filed with the SEC under the United States Securities Exchange Act of 1934, as amended, between the date of this Prospectus and the termination of the offering of the securities, to the extent that such filings indicate that they are intended to be incorporated by reference. The Bank’s Forms 18-K and amendments on Form 18-K/A contain or will contain, among other information, its most recently published annual report and financial statements, from time to time.
You may obtain any of the documents incorporated by reference in this document through us, or from the SEC. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents incorporated by reference in this Prospectus, by requesting them in writing or by telephone from the Bank. Written requests for such documents should be directed to Asian Infrastructure Investment Bank, AIIB Headquarters, Tower A, Asia Financial Center, No.1 Tianchen East Road, Chaoyang District, Beijing 100101, People’s Republic of China. The Bank’s telephone number is +86-10-8358-0000. The website of the Bank is www.aiib.org. The information on the website is not incorporated by reference in this Prospectus.
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ASIAN INFRASTRUCTURE INVESTMENT BANK
Overview
AIIB is a multilateral development bank (“MDB”) with a mandate to (i) foster sustainable economic development, create wealth and improve infrastructure connectivity in Asia by investing in infrastructure and other productive sectors and (ii) promote regional cooperation and partnership in addressing development challenges by working in close collaboration with other multilateral and bilateral development institutions. The Bank commenced operations on January 16, 2016 to help its members meet a substantial financing gap between the demand for infrastructure in Asia and available financial resources. The Bank aims to work with public and private sector partners to channel its own public resources, together with private and institutional funds, into sustainable infrastructure investment. The Bank maintains its principal office in Beijing, People’s Republic of China (“China”).
The Bank’s mission is “Financing Infrastructure for Tomorrow,” which reflects AIIB’s commitment to sustainability, be it financial, economic, social or environmental in nature. The Bank has identified the following thematic priorities:
| • | Green Infrastructure: Prioritizing green infrastructure and supporting its members to meet their environmental and development goals by financing projects that deliver local environmental improvements and investments dedicated to climate action; |
| • | Connectivity and Regional Cooperation: Prioritizing projects that facilitate better domestic and cross-border infrastructure connectivity within Asia and between Asia and the rest of the world, and supporting projects that complement cross-border infrastructure connectivity by generating direct measurable benefits in enhancing regional trade, investment, digital and financial integration across Asian economies and beyond; |
| • | Technology-enabled Infrastructure: Supporting projects where the application of technology delivers better value, quality, productivity, efficiency, resilience, sustainability, inclusion, transparency or better governance along the full project life cycle; and |
| • | Private Capital Mobilization: Supporting projects that directly or indirectly mobilize private financing into sectors within the Bank’s mandate. |
The Bank has developed, and continues to develop, a wide range of operational policies, strategies and frameworks designed to ensure that there is a direct link between the Bank’s mandate, mission and thematic priorities and the projects it finances. Sustainable development is an integral part of the Bank’s identification, preparation and implementation of projects. In April 2021, the Bank launched its “Sustainable Development Bond Framework” which, among other things, summarizes the Bank’s sustainability commitments and the reporting that the Bank will provide on its website concerning the environmental and/or social impacts of Bank financings. The Bank’s Sustainable Development Bond Framework and, unless otherwise indicated, information available on, or accessible through, AIIB’s website is not incorporated herein by reference.
Legal Status
AIIB was established and operates under the Articles of Agreement (the “Articles of Agreement”), an international treaty to which governments are parties and which was open for signature on June 29, 2015 and entered into force on December 25, 2015. The Bank is not a private institution and does not have private shareholders.
The Articles of Agreement provide that all the powers of AIIB shall be vested in the Board of Governors of AIIB (the “Board of Governors”). The Board of Governors has delegated a broad range of
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operational oversight functions to the non-resident Board of Directors of AIIB (the “Board of Directors”). On January 16, 2016, the Board of Governors convened its inaugural meeting in Beijing and declared the Bank open for business.
The Articles of Agreement endow AIIB with full juridical personality and, in particular, the full legal capacity (i) to contract, (ii) to acquire, and dispose of, immovable and movable property, (iii) to institute and respond to legal proceedings and (iv) to take such other action as may be necessary or useful for its purpose and activities. The Articles of Agreement provide that the Bank enjoys, in the territory of each of its members, the following immunities, exemptions and privileges:
| • | The Bank enjoys immunity from every form of legal process, except in cases arising out of or in connection with the exercise of its power to raise funds, to guarantee obligations, or to buy and sell securities, in which case actions may be brought in a court of competent jurisdiction in the territory in which the Bank has an office, has appointed an agent for service of process or has issued or guaranteed securities. Moreover, no action may be brought against the Bank by a member or an instrumentality of such member; instead they have recourse to special procedures for settlement of disputes as described in the Articles of Agreement, in the by-laws and regulations of the Bank, or in contracts entered with the Bank. |
| • | The property and other assets of the Bank are immune from all forms of seizure, attachment or execution before delivery of a final judgment against the Bank, and from search, requisition, confiscation, expropriation or any other forceful taking by executive or legislative action. The archives of the Bank and all documents belonging to it or held by it are inviolable, regardless of location or who holds them. |
| • | All Governors, Directors, Alternate Governors, Alternate Directors, the President, Vice-Presidents and other officers and employees of the Bank are immune from legal process with respect to acts performed by them in their official capacity, except when the Bank waives this immunity. |
| • | The Bank, its assets, property, income and its operations and transactions are immune from all taxes and customs duties, and the Bank is immune from any obligation relating to the payment, withholding or collection of any tax or duty. |
| • | All of the property and assets of the Bank are free from restrictions, regulations, controls and moratoria of any nature (subject to the Articles of Agreement). |
| • | The salaries, emoluments and expenses which the Bank pays to its Directors, Alternate Directors, President, Vice-Presidents and other officers and employees of the Bank are exempt from taxation, save to the extent that a member has explicitly reserved its right to tax such payments to its nationals or citizens. |
Membership, Capital Structure and Reserves
Membership
Membership in AIIB is open to members of the International Bank for Reconstruction and Development (“IBRD”) or the Asian Development Bank (“ADB”). In the case of an applicant that is not a sovereign or not responsible for the conduct of its international relations (e.g., a political subdivision such as a semi-autonomous territory), application for membership in the Bank must be presented or agreed by the member of the Bank responsible for its international relations.
In October 2014, 22 countries signed a memorandum of understanding to establish the Bank. By the end of March 2015, 57 countries committed to being part of the process to design and establish the Bank. Negotiations on the Articles of Agreement concluded on May 22, 2015 and by the end of 2015,
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57 prospective members signed the Articles of Agreement. Signatories to the Articles of Agreement were required to ratify, accept or approve the Articles of Agreement no later than December 31, 2016, or such later date as determined by the Board of Governors by an affirmative vote of a majority of the total number of Governors, representing not less than a majority of the total voting power of AIIB’s members (a “Special Majority Vote”).
Members of IBRD or ADB which were not signatories to the Articles of Agreement may be admitted by a Special Majority Vote of the Board of Governors. In respect of membership for non-signatories to the Articles of Agreement, the Bank has established procedures for membership. These procedures include initial informal discussions with the Corporate Secretariat of the Bank followed by a firm written expression of interest in membership addressed to the Corporate Secretary and signed by an applicant’s duly authorized person with the rank of minister or above. If the applicant receives an informal consensus for admission from the Board of Directors, the Bank would then determine the indicative terms and conditions of membership of the applicant consistent with the Articles of Agreement. At this point, a formal application would then be made by the applicant, which would be signed by the applicant’s competent authority, such as Head of Government, Head of State or Foreign Minister. Upon receipt of the membership application, the terms and conditions of membership (including the maximum number of shares of the Bank to which the applicant may subscribe) would be recommended by the Board of Directors to the Board of Governors for its approval. Following approval by a Special Majority Vote of the Board of Governors, the applicant would prepare the necessary domestic authorization and legislation to become a member, and take other steps required for membership, including making payment of a first installment for subscribed paid-in shares, appointing a Governor and Alternate Governor and assigning votes to a Director.
If a member fails to fulfill any of its obligations to the Bank, the Board of Governors may suspend such member by an affirmative vote of two-thirds of the total number of Governors, representing not less than three-fourths of the total voting power of AIIB’s members (a “Super Majority Vote”). A suspended member automatically ceases to be a member one year from the date of its suspension, unless the Board of Governors decides by a Super Majority Vote to restore the member to good standing. Other than the right of withdrawal, a suspended member is not allowed to exercise any rights under the Articles of Agreement, but remains subject to all obligations under the Articles of Agreement.
Capital Structure
The authorized capital of the Bank consists of US$100,000,000,000 divided into paid-in shares having an aggregate par value of US$20,000,000,000 and callable shares having an aggregate par value of US$80,000,000,000.
Payment of subscribed, paid-in capital is due in five installments, except for members designated as less developed countries, which may pay in up to ten installments. Capital subscriptions may be paid in United States dollars or in other convertible currency. However, to the extent that a member is a less developed country, the member may pay a portion of up to 50% of each installment in the currency of the member, with the Bank having discretion as to what amount is equivalent to the full value in terms of U.S. dollars and the member maintaining the value of all such currency held by the Bank should the member’s currency depreciate in the Bank’s opinion.
The authorized capital stock of the Bank may be increased only by a Super Majority Vote.
Total voting power of each member consists of the sum of its basic votes, share votes and, in the case of a founding member, its founding member votes. A member’s basic votes equal 12% of the aggregate sum of basic votes, share votes and founding member votes of all the members, divided by the number of members. Share votes consist of the number of shares of the capital stock of the Bank
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subscribed to by that member. All rights, including voting rights, acquired in respect of paid-in and associated callable shares for which payments are due but have not been received are suspended until full payment is received by the Bank. Each founding member is allocated 600 founding member votes.
Because Super Majority Votes require in part the affirmative vote of Governors representing not less than three-fourths of the total voting power of AIIB’s members, any member with over 25% of AIIB’s total voting power could effectively prevent actions requiring a Super Majority Vote from occurring. As of the date of this Prospectus, China holds over 25% of AIIB’s total voting power.
Withdrawal and Suspension
Pursuant to Article 37 of the Articles of Agreement, any member may withdraw from the Bank at any time by delivering a notice to the Bank, and such withdrawal will become effective (and the withdrawing member’s membership will cease) on the date specified in the notice but no sooner than six months after the date that notice is received by the Bank. At any time before the withdrawal becomes effective, the member may cancel its notice of intention to withdraw. A withdrawing member remains liable for all direct and contingent obligations to the Bank to which it was subject as of the date of delivery of the withdrawal notice. At the time membership ceases, the Bank shall arrange for the repurchase of the withdrawing member’s shares by the Bank as a part of the settlement of accounts with such member.
Pursuant to Article 38 of the Articles of Agreement, if a member fails to fulfill any of its obligations to the Bank, the Board of Governors may suspend such member by a Super Majority Vote. A suspended member shall automatically cease to be a member one year from the date of its suspension, unless the Board of Governors decides by a Super Majority Vote to restore the member to good standing. While under suspension, a member shall not be entitled to exercise any rights under the Articles of Agreement, except the right of withdrawal, but shall remain subject to all its obligations.
Reserves
Pursuant to Article 18(1) of the Articles of Agreement, the Board of Governors shall determine at least annually what part of the net income of AIIB shall be allocated, after making provision for reserves, to retained earnings or other purposes and what part, if any, shall be distributed to the members.
External Auditor Work Papers
There has been a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular under Chinese law. For example, in late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the Chinese affiliates of the “big four” accounting firms, including the affiliate of the Bank’s external auditor. Pursuant to the terms of an agreement between the accounting firms and the SEC, the Rule 102(e) proceedings initiated by the SEC were stayed and may now be deemed dismissed. The Rule 102(e) proceedings related to the failure of these firms to produce documents, including audit work papers, in response to the request of the SEC pursuant to Section 106 of the Sarbanes-Oxley Act of 2002, as the auditors located in China are not in a position lawfully to produce documents directly to the SEC because of restrictions under Chinese law, including specific directives issued by the Chinese Securities Regulatory Commission.
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Also related to these restrictions, in July 2020, the President’s Working Group on Financial Markets (the “PWG”), in accordance with a memorandum issued by the U.S. President in June 2020, outlined recommendations to address the concern over the lack of access of the PCAOB to audit work papers due to protections under national law.
In addition, in December 2020, the Holding Foreign Companies Accountable Act (the “HFCA Act”) was enacted. The HFCA Act implements certain of the recommendations that the PWG made in July 2020, but certain of the PWG’s recommendations were more stringent than the provisions of the HFCA Act. The HFCA Act requires the SEC to prohibit securities of certain issuers (“HFCA Act Covered Issuers”) required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from being listed on U.S. securities exchanges or traded “over-the-counter” if an issuer retains an accounting firm that cannot be inspected by the PCAOB for three consecutive years, beginning in 2021. The Bank is not required to file reports under Section 13 or 15(d) of the Exchange Act and, therefore, is not an HFCA Act Covered Issuer.
In March 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. In December 2021, the SEC adopted amendments, which became effective in January 2022, to finalize these interim final rules. Pursuant to the final rules, the SEC will identify as a “Commission-Identified Issuer” any HFCA Act Covered Issuer that has filed an annual report containing an audit report issued by a PCAOB-registered accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction in which the accounting firm has a branch or office, and the SEC will impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. The SEC made its first identifications of certain HFCA Act Covered Issuers as Commission-Identified Issuers in March 2022. Because the Bank is not an HFCA Act Covered Issuer, it cannot be identified as a Commission-Identified Issuer.
In November 2021, the SEC approved PCAOB Rule 6100, which provides a framework for determinations by the PCAOB as to whether it is unable to inspect or investigate completely PCAOB-registered accounting firms headquartered in or with an office located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. Pursuant to this rule, in December 2021, the PCAOB issued a report to notify the SEC of the PCAOB’s determinations that it is unable to inspect or investigate completely PCAOB-registered accounting firms headquartered in China and Hong Kong, China. The Bank’s external auditor, which is based in Hong Kong, China and is registered with the PCAOB, and the Chinese affiliate of the Bank’s external auditor, which is also registered with the PCAOB, were each identified by the PCAOB as subject to these determinations. The PCAOB’s determinations included all PCAOB-registered accounting firms headquartered in China and Hong Kong, China and were therefore not limited to the Bank’s external auditor and the Chinese affiliate of the Bank’s external auditor. In addition, although the PCAOB’s determinations addressed accounting firms headquartered in China and Hong Kong, China, the issues relating to a lack of access to audit work papers potentially affect all businesses based in China (or with substantial operations in China) with securities registered with the SEC as well as PCAOB-registered auditors based outside of China or Hong Kong, China, which are subject to similar restrictions under Chinese law in respect of audit work that is carried out in China that supports the audit opinions issued on financial statements of entities with substantial operations in China.
The U.S. Congress, the SEC, the PCAOB or other U.S. government bodies may propose or implement laws, rules or guidance in addition to those discussed above that could impact the Bank’s external auditor, the Chinese affiliate of the Bank’s external auditor or the Bank. For example, in June 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and, in February 2022, the U.S. House of Representatives passed the America COMPETES Act of 2022. If
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either bill is enacted into law, it would amend the HFCA Act to reduce the number of consecutive non-inspection years required to trigger the listing and trading prohibitions under the HFCA Act from three years to two years.
The PCAOB’s inability to conduct inspections in China and Hong Kong, China prevents the PCAOB from fully evaluating audits and quality control procedures of the Bank’s external auditor and the Chinese affiliate of the Bank’s external auditor. As a result, investors in the Bank’s securities are deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of external auditors in China and Hong Kong, China makes it more difficult to evaluate the effectiveness of the audit procedures or quality control procedures of the Bank’s external auditor as compared to auditors outside of China and Hong Kong, China that are subject to PCAOB inspections, which could cause investors and potential investors in the Bank’s securities to lose confidence in the Bank’s audit procedures and financial information and the quality of its financial statements.
The Bank has engaged with the authorities of China, its host country, and received assurances from the Ministry of Finance of China that the authorities of China would not prevent the release of the Bank’s external auditor work papers pertaining to the Bank if the SEC were to request them during the course of an SEC investigation.
Related Party Transactions
The Bank generally considers parties to be related, including to the Bank, if the parties are under common control, or one party has the ability to control the other party or can exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely to the legal form.
AIIB generally treats the government of China and parties controlled by the government of China as related to the Bank, and transactions with such parties to be related party transactions. For further details regarding the Bank’s related party transactions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions” in Exhibit 3 of the Bank’s most recently filed annual report on Form 18-K, as amended from time to time, which is or will be, as applicable, incorporated by reference in this Prospectus.
The Bank applies its operational policies, strategies and frameworks to all financings in which it engages or may engage. Financings that are or, if entered into, would be related party transactions are subject to the same policies, strategies and frameworks as financings that are not or, if entered into, would not be related party transactions. For further details regarding AIIB’s financing approval process, see “Operations of AIIB—Financing Approval Process” in Exhibit 3 of the Bank’s most recently filed annual report on Form 18-K, as amended from time to time, which is or will be, as applicable, incorporated by reference in this Prospectus.
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The net proceeds from the sale of the securities will be included in the ordinary resources of the Bank. AIIB’s mandate is to (i) foster sustainable economic development, create wealth and improve infrastructure connectivity in Asia by investing in infrastructure and other productive sectors and (ii) promote regional cooperation and partnership in addressing development challenges by working in close collaboration with other multilateral and bilateral development institutions. The Articles of Agreement require that each of the Bank’s operations comply with the Bank’s operational and financial policies, which include policies addressing environmental and social impacts. The Bank’s financings, which may include loans, guarantees or equity or other forms of investments, undergo an approval, implementation and monitoring process designed to ensure they align with the Bank’s mandate, as well as adhere to applicable environmental and social safeguards. Pending their use, the net proceeds from the sale of the securities will be invested as part of AIIB’s liquid assets portfolio.
Since AIIB’s inception, there have been no defaults by AIIB on payment of principal or of interest on any of its debt.
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The following is a brief description of the terms and conditions of the securities offered by AIIB and the fiscal agency agreement dated as of May 16, 2019 (the “fiscal agency agreement”) between AIIB and Citibank, N.A., London Branch as fiscal agent (the “fiscal agent”) with respect thereto. The description does not purport to be complete and is qualified in its entirety by reference to the fiscal agency agreement (including the form of security attached thereto) filed by AIIB with the SEC as an exhibit to the registration statement of which this Prospectus constitutes a part. For a complete description of the securities, you should read the exhibit referred to.
General
The securities may be issued in one or more series as may be authorized from time to time by AIIB. Reference is made to the applicable prospectus supplement for the following terms of securities offered thereby:
| (i) | the designation; |
| (ii) | the aggregate principal amount and currency, any limit on such principal amount and authorized denominations; |
| (iii) | the percentage of their principal amount at which such securities will be issued; |
| (iv) | the maturity date; |
| (v) | the interest rate or method of determining the interest rate, if any; |
| (vi) | the interest payment dates, if any, and the dates from which interest accrues; |
| (vii) | any index, price or formula to be used for determining the amount of any payment of principal, premium or interest; |
| (viii) | any optional or mandatory redemption terms or purchase, repurchase or sinking fund provisions; |
| (ix) | whether such securities will be in bearer form, which may or may not be registrable as to principal, with interest coupons, if any, or in fully registered form, or both, and restrictions on the exchange of one form for another; |
| (x) | the record date; |
| (xi) | the governing law of the securities; |
| (xii) | if the securities can be redenominated into another currency at the option of AIIB; and |
| (xiii) | any other terms of the securities. |
The fiscal agent’s duties are governed by the fiscal agency agreement. AIIB may replace the fiscal agent and may appoint different fiscal agents for different series of securities. The identity of the fiscal agent for each series of securities will be set forth in the applicable prospectus supplement. AIIB may maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the fiscal agent. The fiscal agent is the agent of AIIB, is not a trustee for the holders of the securities and does not have the same responsibilities or duties to act for such holders as would a trustee.
Any monies paid by AIIB to the fiscal agent or any paying agent identified in a prospectus supplement for the payment of the principal of (or premium, if any) or interest on any securities and remaining unclaimed at the end of two years after such principal (or premium) or interest (as applicable) shall have become due and payable (whether at maturity, upon call for redemption or
10
otherwise) shall, together with any interest earned thereon, be repaid to AIIB upon its written request. Upon such repayment, all liability of the fiscal agent and any paying agent with respect thereto shall cease.
Securities may be issued as discounted securities, which bear no interest or bear interest at a rate which at the time of issuance is below market rates, to be sold at a substantial discount below their stated principal amount. Special considerations applicable to any discounted securities will be described in the related prospectus supplement.
Principal of, and premium, if any, on, and interest on the securities will be payable at such place or places and in such currency or currencies as are designated by AIIB and set forth in the applicable prospectus supplement. Interest on fully registered securities will be paid by wire transfer to the persons in whose names securities are registered at the close of business on the record dates designated in the applicable prospectus supplement at each such person’s address appearing on the register of securities.
THE SECURITIES WILL NOT BE OBLIGATIONS OF ANY GOVERNMENT.
Ranking
The securities shall rank pari passu without any preference among themselves and equally with all other unsecured unsubordinated indebtedness of AIIB represented by notes, bonds or other securities.
Default, Acceleration of Maturity
Each of the following will constitute an event of default with respect to the securities of a series then outstanding:
| (i) | default in the payment in full of any principal or interest due on the securities of such series on the due date and such default continues for a period of 90 days; or |
| (ii) | AIIB fails to perform any of its other covenants under any of the securities of such series and such failure continues for the period of 90 days after written notice thereof shall have been given to AIIB and the fiscal agent at the office of the fiscal agent by the holders of not less than 25% in principal amount of all the securities of such series at the time outstanding; or |
| (iii) | default, as defined in any instruments evidencing, securing or protecting any indebtedness for borrowed money of AIIB, outstanding at the date of the fiscal agency agreement and maturing more than one year from the date of its creation, with respect to more than US$60,000,000 in aggregate principal amount of such indebtedness, and the maturity of such indebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable and such acceleration shall not have been rescinded or annulled. |
If any event of default shall occur and continue in relation to the securities of a series then outstanding, then the principal of the securities of such series then outstanding (if not already due) may be declared to be due and payable on the thirtieth day following written notice given to AIIB and the fiscal agent at the office of the fiscal agent by the holders of not less than a majority in principal amount of the securities of such series at the time outstanding, unless all events of default in respect of the securities of such series have been cured prior to the expiration of such 30 days’ period. If, at any time after the principal of the securities of a series then outstanding shall have been so declared due and
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payable and before any judgment or decree for the payment of amounts due thereon shall have been entered, all arrears of interest upon the securities of such series and all other sums due in respect thereof, except any principal or interest payments which shall not have matured or come due by their terms, shall have been duly paid by AIIB and all other events of default thereunder shall have been cured, the holders of not less than a majority in principal amount of the securities of such series then outstanding, by written notice given to AIIB or the fiscal agent at the office of the fiscal agent, may rescind such declaration, but no such rescission shall impair any right consequent on any subsequent event of default.
Redemption
Except as otherwise provided in the prospectus supplement, if the securities of a series provide for redemption at the election of AIIB, such redemption shall be upon not less than 20 days’ notice to the fiscal agent. In the event of redemption in part, the securities to be redeemed will be selected, in the case of bearer securities of such series, by lot by the fiscal agent (unless all bearer securities are subject to such redemption) and, in the case of registered securities of such series, by such method as the fiscal agent usually uses in such circumstances. Notices to the holders of the securities will be given by delivery to the relevant securities clearing system(s) for communication by each of them to entitled participants. So long as the securities are listed on one or more stock exchanges and the rules of such stock exchange(s) so require, notices shall also be published in such manner as the rules of such stock exchange(s) may require.
Repurchase
AIIB may repurchase securities of a series at any time and price in the open market or otherwise. Securities repurchased by AIIB may, at AIIB’s discretion, be held, resold (subject to compliance with applicable securities and tax laws) or surrendered to the fiscal agent for cancellation; provided, that, AIIB will only resell such securities if they are fungible with the outstanding securities for U.S. federal income tax purposes.
Amendments
Each and every holder of the securities of a series then outstanding must consent to any amendment of a provision of the securities of such series or the fiscal agency agreement that would:
| (1) | change the due date of the principal of or interest on the securities of such series; |
| (2) | reduce the principal amount, interest rate or amount payable upon acceleration of the due date of the securities of such series; |
| (3) | change the currency (unless required by law) or place of payment of principal of or interest on the securities of such series; |
| (4) | shorten the period during which AIIB is not permitted to redeem the securities of such series or permit AIIB to redeem the securities of such series if, prior to such amendment, AIIB is not permitted so to do; or |
| (5) | reduce the proportion of the principal amount of the securities of such series that must be held by any of the holders to vote or consent to modify, amend or supplement the terms of the fiscal agency agreement or the securities of such series. |
AIIB may, however, upon the affirmative vote of the holders of 66 2/3% of the principal amount of the securities of a series then outstanding at a meeting duly called and held or with the written consent of the holders of 66 2/3% of the principal amount of the securities of such series, modify any of the
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other terms or provisions of the securities of such series or, insofar with respect to the securities of such series, the fiscal agency agreement. Such holders may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided by the fiscal agency agreement or the securities of such series to be made, taken or given by holders of the securities of such series. Also, AIIB may, in agreement with the fiscal agent but without the vote or consent of the holders of the securities of a series, modify any of the terms and conditions of the fiscal agency agreement and the securities of such series for the purpose of:
| (1) | adding to AIIB’s covenants for the benefit of the holders of the securities; |
| (2) | surrendering any right or power conferred on AIIB; |
| (3) | securing the securities; |
| (4) | curing any ambiguity or correcting or supplementing any defective provision of the fiscal agency agreement or the securities; or |
| (5) | for any purpose that AIIB may consider necessary or desirable that AIIB, in its sole discretion, reasonably determines is not inconsistent with the securities of such series and does not adversely affect the interest of any holder of the securities of such series. |
Governing Law and Jurisdiction
The securities will be governed by, and interpreted in accordance with, the laws of the State of New York, except with respect to authorization, execution, delivery and performance by AIIB, which shall be governed by the Articles of Agreement.
AIIB has not waived or agreed to any modification of any status, immunities, privileges or exemptions of AIIB under its Articles of Agreement, all of its basic documents, any applicable law or international practice. AIIB has not consented to the jurisdiction of any court in connection with actions arising out of or based on the securities, has not appointed any agent for service of process and has not agreed to waive any defense of sovereign immunity to which it may be entitled in any action or proceeding in any jurisdiction. Subject to the foregoing, AIIB has agreed that any dispute, controversy or claim arising out of or relating to the securities, including the existence, validity, performance, breach or termination thereof (including a dispute regarding non-contractual obligations arising out of or relating to the securities), shall be referred to and finally resolved by arbitration administered by the HKIAC under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Rules. The dispute resolution provisions applicable to the securities shall also be governed by and construed in accordance with the laws of the State of New York. Hong Kong law will be the procedural law of an arbitration. The arbitral tribunal will consist of three arbitrators, who will be appointed in the manner set out in the UNCITRAL Rules. The seat of the arbitration will be Hong Kong, China, and the language of the arbitration will be English. The arbitral tribunal will not be authorized to grant any interim measures or pre-award or emergency relief against AIIB, notwithstanding any provisions of the UNCITRAL Rules to the contrary.
Under the Articles of Agreement, the property and assets of AIIB, wheresoever located and by whomsoever held, shall be immune from all forms of seizure, attachment or execution before the delivery against AIIB of an enforceable final judgment. With respect to execution, the U.S. Foreign Sovereign Immunities Act of 1976, as amended, provides that commercial property located in the United States of an agency or instrumentality of a foreign state may be levied upon for the satisfaction of judgments rendered against it by U.S. courts (i) in connection with its commercial activities or (ii) based on an order confirming an arbitral award.
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GLOBAL CLEARANCE AND SETTLEMENT
The Global Note
The securities will be issued in the form of one or more fully registered global certificates, registered in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), and/or any other form as identified in the applicable prospectus supplement (each a “Global Security”). The Global Securities will be deposited, until all obligations of AIIB under the securities are satisfied, with a custodian for DTC and/or any other depositary or depositaries identified in the applicable prospectus supplement (each a “Depositary”), which may include Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). Beneficial interests in the Global Securities will be represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC, Euroclear, Clearstream and/or any other relevant securities clearing systems.
AIIB anticipates that the following provisions will apply to depositary arrangements:
Upon the issuance of a Global Security, AIIB expects that the applicable Depositary, or its nominee, will credit on its book-entry registration and transfer system the respective principal amounts of the securities represented by such Global Security to the accounts of persons that have accounts with such Depositary or its nominee (“participants”). The accounts to be credited shall be designated by the underwriters or agents with respect to such securities or by AIIB if such securities are offered and sold directly by AIIB. Ownership of beneficial interests in such Global Security will be limited to participants or persons that may hold interests through participants. Except as provided below, the securities will not be held in definitive form. Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable Depositary or its nominee (with respect to interests of participants) and on the records of direct or indirect participants (with respect to interests of persons other than participants). Owners of beneficial interests in a Global Security (other than participants) will not receive written confirmation from the applicable Depositary of their purchases. Each beneficial owner is entitled to receive, upon request, written confirmation providing details of the transaction as well as periodic statements of its holdings from the Depositary (if such beneficial owner is a participant) or from the participant through which such beneficial owner entered into the transaction (if such beneficial owner is not a participant). The laws in some states of the United States require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in a Global Security.
Any payment of principal or interest due on any securities on any interest payment date or at maturity will be made available by AIIB to the fiscal agent or any paying agent on or before such date. On the respective payment date, the fiscal agent and/or any paying agent will make such payments to the Depositary or its nominee, as the case may be, in accordance with arrangements between the fiscal agent and/or any paying agent and such Depositary or its nominee. Such Depositary or its nominee, upon receipt of any payment of principal or interest, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of such Depositary or its nominee. Payments by direct or indirect participants to owners of beneficial interests in such Global Security held through such direct or indirect participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants. Neither AIIB nor the fiscal agent nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
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So long as a Depositary, or its nominee, is the registered owner or holder, as the case may be, of a Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the securities represented by such Global Security for all purposes of the securities. Except as provided below, owners of beneficial interests in a Global Security will not be entitled to have the securities represented by such Global Security registered in their names and will not receive or be entitled to receive physical delivery of certificated securities in definitive form. Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of the applicable Depositary, or its nominee, and, if such person is not a participant, on the procedures of such direct or indirect participant through which such person owns its interest, to exercise any rights of a holder of securities.
Except as otherwise set forth in the applicable prospectus supplement, a Global Security may not be transferred without the prior written consent of AIIB and except as a whole by the applicable Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or any other nominee of such Depositary, or by such Depositary or any such nominee to another Depositary for such securities or its nominee or to a successor of the Depositary or a nominee of such successor. Securities represented by a Global Security that are deposited with a Depositary located in the United States are exchangeable for certificated securities in definitive form (“Certificated Securities”) of like tenor as such securities:
| (i) | if such Depository notifies AIIB that it is unwilling or unable to continue acting as the depositary for such Global Security and AIIB is unable to appoint a successor depositary within five business days of its receipt of such notice; |
| (ii) | if such Depository notifies AIIB that it has ceased to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be so registered and AIIB is unable to appoint a successor depositary within five business days of its receipt of such notice; |
| (iii) | if AIIB delivers to the fiscal agent a written notice executed by an authorized officer of AIIB that such Global Security shall be exchangeable; |
| (iv) | if an event of default entitling the holders of such Global Security to accelerate the maturity thereof has occurred and is continuing with respect to such Global Security; or |
| (v) | in such other events as may be specified in a prospectus supplement. |
Any security that is exchangeable pursuant to the preceding sentence is exchangeable for Certificated Securities registered in such names as the applicable Depositary shall direct. Certificated Securities may be presented for registration of transfer or exchange at the office of the fiscal agent in such place as is specified in a prospectus supplement. Subject to the foregoing or as otherwise provided herein or in a prospectus supplement, a Global Security is not exchangeable, except for a Global Security or Global Securities of the same tenor and amount to be registered in the name of the Depositary or its nominee.
The Depository Trust Company. DTC has informed AIIB that: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments that direct DTC participants deposit with DTC.
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DTC also facilitates the post-trade settlement among direct DTC participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct DTC participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct DTC participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct DTC participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.
Euroclear and Clearstream. Euroclear and Clearstream have informed AIIB that: Euroclear and Clearstream each hold securities for their participants and facilitate the clearance and settlement of securities transactions between their participants through electronic book- entry changes in their accounts, thereby eliminating the need for physical movements of securities certificates. Euroclear and Clearstream provide various services to their participants including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream also deal with domestic securities markets in several countries through established depository and custodial relationships. Euroclear and Clearstream have established an electronic bridge between their two systems across which their respective participants may settle trades with each other. Euroclear and Clearstream participants are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and Clearstream is available to other institutions that clear through or maintain a custodial relationship with an account holder of Euroclear or Clearstream.
The following arrangements will apply to the securities:
Initial settlement for the securities will be made in immediately available funds in the currency in which the securities are denominated (i.e., for value on the date of delivery of the securities). Certain underwriters are prepared to arrange for currency conversions, if necessary, to enable certain investors to make payments in another currency than the currency in which the securities are denominated (see “Currency Conversions and Foreign Exchange Risks” below).
Investors electing to hold the securities through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. The securities custody accounts of investors will be credited with their holdings on the settlement date against payment in same-day funds within DTC.
Investors electing to hold the securities through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional eurobonds.
Beneficial interests in the Global Securities will be represented, and transfers of such beneficial interests will be effected, through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC, Euroclear or Clearstream. Investors may elect to hold interests in the securities through any of DTC, Euroclear or Clearstream if they are participants of such systems, or indirectly through organizations which are participants in such systems.
All securities will be recorded in a register maintained by the fiscal agent. The fiscal agent will be responsible for (i) maintaining a record of the aggregate holdings of all outstanding securities; (ii) ensuring that payments of principal and interest in respect of the securities received by the fiscal agent from AIIB are duly credited to the holders of the securities; and (iii) transmitting to AIIB any notices from the holders of the securities.
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Trading between Euroclear and/or Clearstream Accountholders. Secondary market sales of book-entry interests in the securities held through Euroclear or Clearstream to purchasers of book-entry interests in the securities through Euroclear or Clearstream will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled using the procedures applicable to conventional eurobonds.
Trading between DTC Participants. Secondary market sales of book-entry interests in the securities between DTC participants will occur in the ordinary way in accordance with DTC rules.
Trading between DTC Participants and Euroclear/Clearstream Accountholders. Secondary market sales of book-entry interests in the securities between DTC participants on one hand and Euroclear/Clearstream accountholders on the other will be conducted in accordance with the rules and procedures established for such sales by DTC, Euroclear and Clearstream, as applicable, and will be settled using the procedures established for such sales by DTC, Euroclear and Clearstream, as applicable.
Although the foregoing sets out the procedures of Euroclear, Clearstream and DTC in order to facilitate the transfers of interests in the securities among participants of DTC, Clearstream and Euroclear, none of Euroclear, Clearstream or DTC is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time. None of AIIB, any agent or manager or any affiliate of any of the above, or any person by whom any of the above is controlled for the purposes of the Securities Act will have any responsibility for the performance by DTC, Euroclear, Clearstream or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above.
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This section describes the material United States federal income tax consequences of owning the securities AIIB is offering. It is the opinion of Sullivan & Cromwell, LLP, counsel to AIIB. It applies to you only if you acquire the securities in an initial offering and you hold your securities as capital assets for tax purposes. This section addresses only United States federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:
| • | a dealer in securities or currencies, |
| • | a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, |
| • | a bank, |
| • | a life insurance company, |
| • | a tax-exempt organization, |
| • | a person that owns securities that are a hedge or that are hedged against interest rate or currency risks, |
| • | a person that owns securities as part of a straddle or conversion transaction for tax purposes, |
| • | a person that purchases or sells securities as part of a wash sale for tax purposes, or |
| • | a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar. |
This section deals only with securities that are issued in registered form for United States federal income tax purposes and are due to mature 30 years or less from the date on which they are issued. The United States federal income tax consequences of owning securities that are not issued in registered form for United States federal income tax purposes or that are due to mature more than 30 years from their date of issue will be discussed in an applicable prospectus supplement.
This section is based on the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.
If an entity or arrangement that is treated as a partnership for United States federal income tax purposes holds the securities, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the securities should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the securities.
It is possible that the securities will have terms that could cause them to be subject to tax consequences that differ from the discussion below. The tax treatment of such securities will be discussed in the applicable prospectus supplement.
Please consult your own tax advisor concerning the consequences of owning these securities in your particular circumstances under the Internal Revenue Code and the laws of any other taxing jurisdiction.
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United States Holders
This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of a security and you are, for United States federal income tax purposes:
| • | a citizen or resident of the United States, |
| • | a domestic corporation, |
| • | an estate whose income is subject to United States federal income tax regardless of its source, or |
| • | a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust. |
If you are not a United States holder, this subsection does not apply to you and you should refer to “– Non-United States Holders” below.
Payments of Interest
Except as described below in the case of interest on a discount security that is not qualified stated interest, each as defined below under “– Original Issue Discount – General,” you will be taxed on any interest on your security, whether payable in U.S. dollars or a foreign currency, including a composite currency or basket of currencies other than U.S. dollars, as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes.
Interest paid by AIIB on the securities and original issue discount, if any, accrued with respect to the securities (as described below under “Original Issue Discount”) is generally income from sources outside the United States and will generally be “passive” income for purposes of the rules regarding the foreign tax credit allowable to a United States holder.
Foreign Currency Securities – Cash Basis Taxpayers. If you are a taxpayer that uses the cash receipts and disbursements method of accounting for tax purposes and you receive an interest payment that is denominated in, or determined by reference to, a foreign currency, you would recognize income equal to the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into U.S. dollars.
Foreign Currency Securities – Accrual Basis Taxpayers. If you are a taxpayer that uses an accrual method of accounting for tax purposes, you may determine the amount of income that you recognize with respect to an interest payment denominated in, or determined by reference to, a foreign currency by using one of two methods.
Under the first method, you would determine the amount of income accrued based on the average exchange rate in effect during the interest accrual period or, with respect to an accrual period that spans two taxable years, that part of the period within the taxable year.
If you elect the second method, you would determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year. Additionally, under this second method, if you receive a payment of interest within five business days of the last day of your accrual period or taxable year, you may instead translate the interest accrued into U.S. dollars at the exchange rate in effect on the day that you actually receive the
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interest payment. If you elect the second method, it would apply to all debt instruments that you hold at the beginning of the first taxable year to which the election applies and to all debt instruments that you subsequently acquire. You may not revoke this election without the consent of the Internal Revenue Service (the “IRS”).
When you actually receive an interest payment, including a payment attributable to accrued but unpaid interest upon the sale or retirement of your security, denominated in, or determined by reference to, a foreign currency for which you accrued an amount of income, you will recognize ordinary income or loss measured by the difference, if any, between the exchange rate that you used to accrue interest income and the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into U.S. dollars.
Original Issue Discount
General. If you own a security, other than a short-term note with a term of one year or less, it would be treated as a discount security issued at an original issue discount if the amount by which the security’s stated redemption price at maturity exceeds its issue price is more than a de minimis amount. Generally, a security’s issue price will be the first price at which a substantial amount of securities included in the issue of which the security is a part is sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers. A security’s stated redemption price at maturity is the total of all payments provided by the security that are not payments of qualified stated interest. Generally, an interest payment on a security is qualified stated interest if it is one of a series of stated interest payments on a security that are unconditionally payable at least annually at a single fixed rate, with certain exceptions for lower rates paid during some periods, applied to the outstanding principal amount of the security. There are special rules for variable rate securities that are discussed under “– Variable Rate Securities.”
In general, your security is not a discount security if the amount by which its stated redemption price at maturity exceeds its issue price is less than the de minimis amount of 1/4 of 1 percent of its stated redemption price at maturity multiplied by the number of complete years to its maturity. Your security would have de minimis original issue discount if the amount of the excess is less than the de minimis amount. If your security has de minimis original issue discount, you would include the de minimis amount in income as stated principal payments are made on the security, unless you make the election described below under “– Election to Treat All Interest as Original Issue Discount.” You can determine the includible amount with respect to each such payment by multiplying the total amount of your security’s de minimis original issue discount by a fraction equal to:
| • | the amount of the principal payment made divided by: |
| • | the stated principal amount of the security. |
Generally, if your discount security matures more than one year from its date of issue, you would include original issue discount, or “OID,” in income before you receive cash attributable to that income. The amount of OID that you would include in income is calculated using a constant-yield method, and generally you would include increasingly greater amounts of OID in income over the life of your security. More specifically, you can calculate the amount of OID that you would include in income by adding the daily portions of OID with respect to your discount security for each day during the taxable year or portion of the taxable year that you hold your discount security. You can determine the daily portion by allocating to each day in any accrual period a pro rata portion of the OID allocable to that accrual period. You may select an accrual period of any length with respect to your discount security and you may vary the length of each accrual period over the term of your discount security. However, no accrual period may be longer than one year and each scheduled payment of interest or principal on the discount security must occur on either the first or final day of an accrual period.
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You can determine the amount of OID allocable to an accrual period by:
| • | multiplying your discount security’s adjusted issue price at the beginning of the accrual period by your security’s yield to maturity, and then |
| • | subtracting from this figure the sum of the payments of qualified stated interest on your security allocable to the accrual period. |
You must determine the discount security’s yield to maturity on the basis of compounding at the close of each accrual period and adjusting for the length of each accrual period. Further, you determine your discount security’s adjusted issue price at the beginning of any accrual period by:
| • | adding your discount security’s issue price and any accrued OID for each prior accrual period, and then |
| • | subtracting any payments previously made on your discount security that were not qualified stated interest payments. |
If an interval between payments of qualified stated interest on your discount security contains more than one accrual period, then, when you determine the amount of OID allocable to an accrual period, you would allocate the amount of qualified stated interest payable at the end of the interval, including any qualified stated interest that is payable on the first day of the accrual period immediately following the interval, pro rata to each accrual period in the interval based on their relative lengths. In addition, you would increase the adjusted issue price at the beginning of each accrual period in the interval by the amount of any qualified stated interest that has accrued prior to the first day of the accrual period but that is not payable until the end of the interval. You may compute the amount of OID allocable to an initial short accrual period by using any reasonable method if all other accrual periods, other than a final short accrual period, are of equal length.
The amount of OID allocable to the final accrual period is equal to the difference between:
| • | the amount payable at the maturity of your security, other than any payment of qualified stated interest, and |
| • | your security’s adjusted issue price as of the beginning of the final accrual period. |
Acquisition Premium. If you purchase your security for an amount that is less than or equal to the sum of all amounts, other than qualified stated interest, payable on your security after the purchase date but is greater than the amount of your security’s adjusted issue price, as determined above under “– General,” the excess is acquisition premium. If you do not make the election described below under “– Election to Treat All Interest as Original Issue Discount,” then you would reduce the daily portions of OID by a fraction equal to:
| • | the excess of your adjusted basis in the security immediately after purchase over the adjusted issue price of the security divided by: |
| • | the excess of the sum of all amounts payable, other than qualified stated interest, on the security after the purchase date over the security’s adjusted issue price. |
Pre-Issuance Accrued Interest. An election may be made to decrease the issue price of your security by the amount of pre-issuance accrued interest if:
| • | a portion of the initial purchase price of your security is attributable to pre-issuance accrued interest, |
| • | the first stated interest payment on your security is to be made within one year of your security’s issue date, and |
| • | the payment would equal or exceed the amount of pre-issuance accrued interest. |
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If this election is made, a portion of the first stated interest payment would be treated as a return of the excluded pre-issuance accrued interest and not as an amount payable on your security.
Securities Subject to Contingencies Including Optional Redemption. Your security is subject to a contingency if it provides for an alternative payment schedule or schedules applicable upon the occurrence of a contingency or contingencies, other than a remote or incidental contingency, whether such contingency relates to payments of interest or of principal. In such a case, you would determine the yield and maturity of your security by assuming that the payments would be made according to the payment schedule most likely to occur if:
| • | the timing and amounts of the payments that comprise each payment schedule are known as of the issue date and |
| • | one of such schedules is significantly more likely than not to occur. |
If there is no single payment schedule that is significantly more likely than not to occur, other than because of a mandatory sinking fund, you would include income on your security in accordance with the general rules that govern contingent payment obligations. These rules will be discussed in the applicable prospectus supplement.
Notwithstanding the general rules for determining yield and maturity, if your security is subject to contingencies, and either you or AIIB has an unconditional option or options that, if exercised, would require payments to be made on the security under an alternative payment schedule or schedules, then:
| • | in the case of an option or options that AIIB may exercise, AIIB would be deemed to exercise or not exercise an option or combination of options in the manner that minimizes the yield on your security and |
| • | in the case of an option or options that you may exercise, you would be deemed to exercise or not exercise an option or combination of options in the manner that maximizes the yield on your security. |
If both you and AIIB hold options described in the preceding sentence, those rules would apply to each option in the order in which they may be exercised. You would determine the yield on your security for the purposes of those calculations by using any date on which your security may be redeemed or repurchased as the maturity date and the amount payable on such date in accordance with the terms of your security as the principal amount payable at maturity.
If a contingency, including the exercise of an option, actually occurs or does not occur contrary to an assumption made according to the above rules then, except to the extent that a portion of your security is repaid as a result of this change in circumstances and solely to determine the amount and accrual of OID, you would redetermine the yield and maturity of your security by treating your security as having been retired and reissued on the date of the change in circumstances for an amount equal to your security’s adjusted issue price on that date.
Election to Treat All Interest as Original Issue Discount. You may elect to include in gross income all interest that accrues on your security using the constant-yield method described above under “– General,” with the modifications described below. For purposes of this election, interest will include stated interest, OID, de minimis original issue discount, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium, described below under “– Securities Purchased at a Premium,” or acquisition premium.
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If you make this election for your security, then, when you apply the constant-yield method:
| • | the issue price of your security would equal your cost, |
| • | the issue date of your security would be the date you acquired it, and |
| • | no payments on your security would be treated as payments of qualified stated interest. |
Generally, this election will apply only to the security for which you make it; however, if the security has amortizable bond premium, you would be deemed to have made an election to apply amortizable bond premium against interest for all debt instruments with amortizable bond premium, other than debt instruments the interest on which is excludible from gross income, that you hold as of the beginning of the taxable year to which the election applies or thereafter. Additionally, if you make this election for a market discount security, you would be treated as having made the election discussed below under “– Market Discount” to include market discount in income currently over the life of all debt instruments having market discount that you acquire on or after the first day of the first taxable year to which the election applies. You may not revoke any election to apply the constant-yield method to all interest on a security or the deemed elections with respect to amortizable bond premium or market discount securities without the consent of the IRS.
Variable Rate Securities. Your security would be a variable rate security if:
| • | your security’s issue price does not exceed the total noncontingent principal payments by more than the lesser of: |
| 1. | .015 multiplied by the product of the total noncontingent principal payments and the number of complete years to maturity from the issue date, or |
| 2. | 15 percent of the total noncontingent principal payments; and |
| • | your security provides for stated interest, compounded or paid at least annually, only at: |
| 1. | one or more qualified floating rates, |
| 2. | a single fixed rate and one or more qualified floating rates, |
| 3. | a single objective rate, or |
| 4. | a single fixed rate and a single objective rate that is a qualified inverse floating rate; and |
| • | the value of any variable rate on any date during the term of your security is set no earlier than three months prior to the first day on which that value is in effect and no later than one year following that first day. |
Your security would have a variable rate that is a qualified floating rate if:
| • | variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which your security is denominated; or |
| • | the rate is equal to such a rate either: |
| 1. | multiplied by a fixed multiple that is greater than 0.65 but not more than 1.35 or |
| 2. | multiplied by a fixed multiple greater than 0.65 but not more than 1.35, and then increased or decreased by a fixed rate. |
If your security provides for two or more qualified floating rates that are within 0.25 percentage points of each other on the issue date or can reasonably be expected to have approximately the same values throughout the term of the security, the qualified floating rates together constitute a single qualified floating rate.
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Your security would not have a qualified floating rate, however, if the rate is subject to certain restrictions (including caps, floors, governors, or other similar restrictions) unless such restrictions are caps, floors or governors that are fixed throughout the term of the security or such restrictions are not reasonably expected to significantly affect the yield on the security.
Your security would have a variable rate that is a single objective rate if:
| • | the rate is not a qualified floating rate, and |
| • | the rate is determined using a single, fixed formula that is based on objective financial or economic information that is not within the control of or unique to the circumstances of the issuer or a related party. |
Your security would not have a variable rate that is an objective rate, however, if it is reasonably expected that the average value of the rate during the first half of your security’s term would be either significantly less than or significantly greater than the average value of the rate during the final half of your security’s term.
An objective rate as described above is a qualified inverse floating rate if:
| • | the rate is equal to a fixed rate minus a qualified floating rate and |
| • | the variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the cost of newly borrowed funds. |
Your security would also have a single qualified floating rate or an objective rate if interest on your security is stated at a fixed rate for an initial period of one year or less followed by either a qualified floating rate or an objective rate for a subsequent period, and either:
| • | the fixed rate and the qualified floating rate or objective rate have values on the issue date of the security that do not differ by more than 0.25 percentage points or |
| • | the value of the qualified floating rate or objective rate is intended to approximate the fixed rate. |
In general, if your variable rate security provides for stated interest at a single qualified floating rate or objective rate, or one of those rates after a single fixed rate for an initial period, all stated interest on your security is qualified stated interest. In this case, the amount of OID, if any, is determined by using, in the case of a qualified floating rate or qualified inverse floating rate, the value as of the issue date of the qualified floating rate or qualified inverse floating rate, or, for any other objective rate, a fixed rate that reflects the yield reasonably expected for your security.
If your variable rate security does not provide for stated interest at a single qualified floating rate or a single objective rate, and also does not provide for interest payable at a fixed rate other than a single fixed rate for an initial period, you generally would determine the interest and OID accruals on your security by:
| • | determining a fixed rate substitute for each variable rate provided under your variable rate security, |
| • | constructing the equivalent fixed rate debt instrument, using the fixed rate substitute described above, |
| • | determining the amount of qualified stated interest and OID with respect to the equivalent fixed rate debt instrument, and |
| • | adjusting for actual variable rates during the applicable accrual period. |
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When you determine the fixed rate substitute for each variable rate provided under the variable rate security, you generally will use the value of each variable rate as of the issue date or, for an objective rate that is not a qualified inverse floating rate, a rate that reflects the reasonably expected yield on your security.
If your variable rate security provides for stated interest either at one or more qualified floating rates or at a qualified inverse floating rate, and also provides for stated interest at a single fixed rate other than at a single fixed rate for an initial period, you generally would determine interest and OID accruals by using the method described in the previous paragraph. However, your variable rate security would be treated, for purposes of the first three steps of the determination, as if your security had provided for a qualified floating rate, or a qualified inverse floating rate, rather than the fixed rate. The qualified floating rate, or qualified inverse floating rate, that replaces the fixed rate must be such that the fair market value of your variable rate security as of the issue date approximates the fair market value of an otherwise identical debt instrument that provides for the qualified floating rate, or qualified inverse floating rate, rather than the fixed rate.
Short-Term Securities. In general, if you are an individual or other cash basis United States holder of a short-term security, you are not required to accrue OID, as specially defined below for the purposes of this paragraph, for United States federal income tax purposes unless you elect to do so (although it is possible that you may be required to include any stated interest in income as you receive it). If you are an accrual basis taxpayer, a taxpayer in a special class, including, but not limited to, a regulated investment company, common trust fund, or a certain type of pass-through entity, or a cash basis taxpayer who so elects, you would be required to accrue OID on short-term securities on either a straight-line basis or under the constant-yield method, based on daily compounding. If you are not required and do not elect to include OID in income currently, any gain you realize on the sale or retirement of your short-term security would be ordinary income to the extent of the accrued OID, which would be determined on a straight-line basis unless you make an election to accrue the OID under the constant-yield method, through the date of sale or retirement. However, if you are not required and do not elect to accrue OID on your short-term securities, you would be required to defer deductions for interest on borrowings allocable to your short-term securities in an amount not exceeding the deferred income until the deferred income is realized.
When you determine the amount of OID subject to these rules, you must include all interest payments on your short-term security, including stated interest, in your short-term security’s stated redemption price at maturity.
Foreign Currency Discount Securities. If your discount security is denominated in, or determined by reference to, a foreign currency, you would determine OID for any accrual period on your discount security in the foreign currency and then translate the amount of OID into U.S. dollars in the same manner as stated interest accrued by an accrual basis United States holder, as described under “– United States Holders – Payments of Interest.” You may recognize ordinary income or loss when you receive an amount attributable to OID in connection with a payment of interest or the sale or retirement of your security.
Market Discount
You would be treated as if you purchased your security, other than a short-term security, at a market discount, and your security would be a market discount security if:
| • | you purchase your security for less than its issue price as determined above under “Original Issue Discount – General” and |
| • | the difference between the security’s stated redemption price at maturity or, in the case of a discount security, the security’s revised issue price, and the price you paid for your security is |
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| equal to or greater than 1/4 of 1 percent of your security’s stated redemption price at maturity multiplied by the number of complete years to the security’s maturity. To determine the revised issue price of your security for these purposes, you generally add any OID that has accrued on your security to its issue price. |
If your security’s stated redemption price at maturity or, in the case of a discount security, its revised issue price, exceeds the price you paid for the security by less than 1/4 of 1 percent of the security’s stated redemption price at maturity multiplied by the number of complete years to the security’s maturity, the excess constitutes de minimis market discount, and the rules discussed below are not applicable to you.
You must treat any gain you recognize on the maturity or disposition of your market discount security as ordinary income to the extent of the accrued market discount on your security. Alternatively, you may elect to include market discount in income currently over the life of your security. If you make this election, it would apply to all debt instruments with market discount that you acquire on or after the first day of the first taxable year to which the election applies. You may not revoke this election without the consent of the IRS. If you own a market discount security and do not make this election, you would generally be required to defer deductions for interest on borrowings allocable to your security in an amount not exceeding the accrued market discount on your security until the maturity or disposition of your security.
If you own a market discount security, the market discount would accrue on a straight-line basis unless an election is made to accrue market discount using a constant-yield method. If you make this election, it would apply only to the security with respect to which it is made and you may not revoke it. You would, however, not include accrued market discount in income unless you elect to do so as described above.
Securities Purchased at a Premium
If you purchase your security for an amount in excess of its principal amount (or, in the case of a discount security, in excess of the sum of all amounts payable on the security after the acquisition date (other than payments of qualified stated interest)), you may elect to treat the excess as amortizable bond premium. If you make this election, you would reduce the amount required to be included in your income each accrual period with respect to interest on your security by the amount of amortizable bond premium allocable to that accrual period, based on your security’s yield to maturity.
If the amortizable bond premium allocable to an accrual period exceeds your interest income from your security for such accrual period, such excess is first allowed as a deduction to the extent of interest included in your income in respect of the security in previous accrual periods and is then carried forward to your next accrual period. If the amortizable bond premium allocable and carried forward to the accrual period in which your security is sold, retired or otherwise disposed of exceeds your interest income for such accrual period, you would be allowed an ordinary deduction equal to such excess.
If your security is denominated in, or determined by reference to, a foreign currency, you would compute your amortizable bond premium in units of the foreign currency and your amortizable bond premium would reduce your interest income in units of the foreign currency. Gain or loss recognized that is attributable to changes in exchange rates between the time your amortized bond premium offsets interest income and the time of the acquisition of your security is generally taxable as ordinary income or loss.
If you make an election to amortize bond premium, it would apply to all debt instruments, other than debt instruments the interest on which is excludible from gross income, that you hold at the
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beginning of the first taxable year to which the election applies or that you thereafter acquire, and you may not revoke it without the consent of the IRS. See also “Original Issue Discount – Election to Treat All Interest as Original Issue Discount.”
Purchase, Sale and Retirement of the Securities
Your tax basis in your security will generally be the U.S. dollar cost, as defined below, of your security, adjusted by:
| • | adding any OID or market discount previously included in income with respect to your security, and then |
| • | subtracting any payments on your security that are not qualified stated interest payments and any amortizable bond premium to the extent that such premium either reduced interest income on your security or gave rise to a deduction on your security. |
If you purchase your security with foreign currency, the U.S. dollar cost of your security would generally be the U.S. dollar value of the purchase price on the date of purchase. However, if you are a cash basis taxpayer, or an accrual basis taxpayer if you so elect, and your security is traded on an established securities market, as defined in the applicable Treasury regulations, the U.S. dollar cost of your security would be the U.S. dollar value of the purchase price on the settlement date of your purchase.
You will generally recognize gain or loss on the sale or retirement of your security equal to the difference between the amount you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest (which will be treated as interest payments), and your tax basis in your security. If your security is sold or retired for an amount in foreign currency, the amount you realize would be the U.S. dollar value of such amount on the date the security is disposed of or retired, except that in the case of a security that is traded on an established securities market, as defined in the applicable Treasury regulations, a cash basis taxpayer, or an accrual basis taxpayer that so elects, would determine the amount realized based on the U.S. dollar value of the foreign currency on the settlement date of the sale.
You will recognize capital gain or loss when you sell or retire your security, except to the extent:
| • | described above under “– Original Issue Discount – Short-Term Securities” or “– Market Discount,” or |
| • | attributable to changes in exchange rates as described below. |
Capital gain of a noncorporate United States holder is generally taxed at preferential rates where the property is held for more than one year.
You must treat any portion of the gain or loss that you recognize on the sale or retirement of a security as ordinary income or loss to the extent attributable to changes in exchange rates. However, you take exchange gain or loss into account only to the extent of the total gain or loss you realize on the transaction.
Exchange of Amounts in Other Than U.S. Dollars
If you receive foreign currency as interest on your security or on the sale or retirement of your security, your tax basis in the foreign currency would equal its U.S. dollar value when the interest is received or at the time of the sale or retirement. If you purchase foreign currency, you generally would have a tax basis equal to the U.S. dollar value of the foreign currency on the date of your purchase. If you sell or dispose of a foreign currency, including if you use it to purchase securities or exchange it for U.S. dollars, any gain or loss recognized generally would be ordinary income or loss.
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Indexed Securities
The applicable prospectus supplement will discuss any special United States federal income tax rules with respect to securities the payments on which are determined by reference to any index, securities that are subject to the rules governing contingent payment obligations and securities that can be redenominated into another currency at the option of AIIB.
Information with Respect to Foreign Financial Assets
A United States holder that owns “specified foreign financial assets” with an aggregate value in excess of US$50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect to such assets with its tax returns. “Specified foreign financial assets” may include financial accounts maintained by foreign financial institutions, as well as the following, but only if they are held for investment and not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts that have non-United States issuers or counterparties, and (iii) interests in foreign entities. United States holders are urged to consult their tax advisors regarding the application of this reporting requirement to their ownership of the securities.
Non-United States Holders
This subsection describes the tax consequences to a Non-United States holder. The discussion below does not address the tax consequences to a Non-United States holder of an investment in a security that references directly or indirectly the performance of United States equities. The tax treatment of any such securities will be discussed in the applicable prospectus supplement. You are a Non-United States holder if you are a beneficial owner of a security and you are, for United States federal income tax purposes:
| • | a nonresident alien individual, |
| • | a foreign corporation or |
| • | an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from a security. |
If you are a United States holder, this subsection does not apply to you.
Payments of Interest. Under United States federal income and estate tax law, and subject to the discussion of backup withholding below, if you are a Non-United States holder of a security, interest on a security paid to you is exempt from United States federal income tax, including withholding tax, whether or not you are engaged in a trade or business in the United States, unless:
| • | you are an insurance company carrying on a United States insurance business to which the interest is attributable, within the meaning of the Internal Revenue Code, or |
| • | you both |
| • | have an office or other fixed place of business in the United States to which the interest is attributable and |
| • | derive the interest in the active conduct of a banking, financing or similar business within the United States, or are a corporation with a principal business of trading in stocks and securities for its own account. |
Purchase, Sale, Retirement and Other Disposition of the Securities. If you are a Non-United States holder of a security, you generally would not be subject to United States federal income tax on gain realized on the sale, exchange or retirement of a security unless:
| • | the gain is effectively connected with your conduct of a trade or business in the United States or |
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| • | you are an individual, you are present in the United States for 183 or more days during the taxable year in which the gain is realized and certain other conditions exist. |
For purposes of the United States federal estate tax, the securities will be treated as situated outside the United States and will not be includible in the gross estate of a holder who is neither a citizen nor a resident of the United States at the time of death.
Treasury Regulations Requiring Disclosure of Reportable Transactions
Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the securities are denominated in a foreign currency, a United States holder (or a Non-United States holder that holds the securities in connection with a U.S. trade or business) that recognizes a loss with respect to the securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on IRS Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is US$50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. You should consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of securities.
Backup Withholding and Information Reporting
If you are a noncorporate United States holder, information reporting requirements, on IRS Form 1099, generally would apply to payments of principal and interest on a security within the United States, and the payment of proceeds to you from the sale of a security effected at a U.S. office of a broker. Information reporting may also apply in respect of accruals of OID.
Additionally, backup withholding may apply to such payments if you fail to comply with applicable certification requirements or (in the case of interest payments) are notified by the IRS that you have failed to report all interest and dividends required to be shown on your federal income tax returns.
If you are a Non-United States holder, you are generally exempt from backup withholding and information reporting requirements with respect to payments of principal and interest made to you outside the United States by AIIB or another non-U.S. payor. You are also generally exempt from backup withholding and information reporting requirements in respect of payments of principal and interest made within the United States and the payment of the proceeds from the sale of a security effected at a U.S. office of a broker, as long as either (i) the payor or broker does not have actual knowledge or reason to know that you are a U.S. person and you have furnished a valid IRS Form W-8 or other documentation upon which the payor or broker may rely to treat the payments as made to a non-U.S. person or (ii) you otherwise establish an exemption.
Payment of the proceeds from the sale of a security effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker could be subject to information reporting in the same manner as a sale within the United States (and in certain cases may be subject to backup withholding as well) if (i) the broker has certain connections to the United States, (ii) the proceeds or confirmation are sent to the United States or (iii) the sale has certain other specified connections with the United States.
You may be able to obtain a refund or credit of any amounts withheld under the backup withholding rules that exceed your income tax liability by filing a refund claim with the IRS.
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AIIB may sell securities in any of three ways: (i) through underwriters or dealers, (ii) directly to one or a limited number of institutional purchasers or (iii) through agents. Each prospectus supplement with respect to securities will set forth the terms of the offering of such securities, including the name or names of any underwriters, dealers or agents, the price of such securities and the net proceeds to AIIB from such sale, any underwriting discounts or other items constituting underwriters’ compensation, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such securities may be listed.
If underwriters are used, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated. The obligations of the underwriters to purchase securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all securities offered thereby if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
Securities may be sold directly by AIIB to one or more institutional purchasers, or through agents designated by AIIB from time to time. Any agent involved in the offer or sale of securities will be named, and any commissions payable by AIIB to such agent will be set forth, in the applicable prospectus supplement. Any such agent will be acting on a best efforts basis for the period of its appointment.
AIIB may authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase securities from AIIB at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on one or more specified dates in the future. Such contracts will be subject only to those conditions set forth in such prospectus supplement and such prospectus supplement will set forth the commission payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with AIIB to indemnification by AIIB against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may engage in transactions with or perform services for AIIB in the ordinary course of business.
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CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS
Currency Conversions
Initial purchasers are required to make payments in the currency in which the securities are denominated. AIIB, through underwriters or dealers, may arrange for currency conversions to enable certain investors to make payments in another currency other than the currency in which the securities are denominated. Each such conversion will be made by such underwriter or dealer on such terms and subject to such conditions, limitations and charges as such underwriter or dealer may from time to time establish in accordance with its regular foreign exchange practices, and subject to applicable laws and regulations.
Non-U.S. Dollar-Denominated Securities
Investors who hold beneficial interests in the securities, directly or indirectly, through DTC will be paid in U.S. dollars converted from such payments in the currency in which the securities are denominated by the fiscal agent, unless a registered holder, on behalf of any such owner of beneficial interests, elects to receive payments in the currency in which the securities are denominated outside DTC. All costs of conversion, if any, will be borne by holders of beneficial interests in the Global Security receiving U.S. dollar payments by deduction from those payments. The U.S. dollar amount of any payment of principal or interest to be received by such a registered holder not electing to receive payments in the currency in which the securities are denominated, as the case may be, will be based on the fiscal agent’s bid quotation. The date and the time on which the fiscal agent’s bid quotation is determined may be specified in the prospectus supplement with respect to those securities. If this bid quotation is not available, all such payments will be made in the currency in which the securities are denominated outside DTC. As long as securities continue to be represented by the Global Security, the currency in which the securities are denominated converted into U.S. dollars will be paid to Cede & Co. for payment to participants in DTC (each a “DTC participant”) in accordance with customary procedures established from time to time by DTC.
An owner of a beneficial interest in the Global Security may receive payment in respect of principal or interest of the securities in the currency in which the securities are denominated, by notifying the DTC participant through which its beneficial interest in the Global Security is held on or prior to the record date of (i) such investor’s election to receive such payment in the currency in which the securities are denominated and (ii) wire transfer instructions to an account entitled to receive the relevant payment. The DTC participant must notify DTC of such election and wire transfer instructions within the applicable time frame set by DTC which the DTC participant must make itself knowledgeable of as it may change from time to time. DTC will notify the fiscal agent of such election and wire transfer instructions prior to the payment of principal or interest. If complete instructions are received by the DTC participant and forwarded by the DTC participant to DTC and by DTC to the fiscal agent within the applicable time frame set by DTC, the investor will receive payment in the currency in which the securities are denominated, outside DTC; otherwise only U.S. dollar payments will be made by the fiscal agent to holders of beneficial interests in the Global Security. All costs of such payment by wire transfer will be borne by registered holders receiving such payments by deduction from such payments.
Investors may be subject to foreign exchange risks as to payments of principal and interest that may have important economic and tax consequences to them. For further information as to such consequences, see “Foreign Exchange Risks” below.
Foreign Exchange Risks
An investment in securities offered from time to time denominated and payable in a currency other than the currency of the country in which the purchaser is resident or the currency in which the
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purchaser conducts its business or activities or maintains its accounts (the “home currency”) may entail significant risks. Such risks include, without limitation, the possibility of significant changes in rates of exchange between the home currency and the currency in which the securities are denominated (if different than the home currency). Such risks generally depend on events over which AIIB has no control, such as economic and political events and the supply of and demand for the currency in which the securities are denominated and the home currency. In recent years, rates of exchange for certain currencies have been highly volatile and such volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in such rate that may occur during the term of the securities. Depreciation of the currency in which the securities are denominated (if different than the home currency) against the relevant home currency could result in a decrease in the effective yield of such securities below its coupon rate and, in certain circumstances, could result in a loss to the investor on a home currency basis.
The validity of the securities will be passed upon on behalf of AIIB by Sullivan & Cromwell LLP and on behalf of any underwriters by Latham & Watkins LLP, or by such other counsel as may be named in the prospectus supplement. Sullivan & Cromwell LLP and counsel to the underwriters may rely as to certain matters on the opinion of AIIB’s General Counsel.
The financial statements of AIIB as of and for the year ended December 31, 2021, including the notes thereto, included in AIIB’s annual report on Form 18-K for the fiscal year ended December 31, 2021 and incorporated by reference herein, and the financial statements of AIIB as of and for the year ended December 31, 2020, including the notes thereto, included in AIIB’s annual report on Form 18-K for the fiscal year ended December 31, 2020 and incorporated by reference herein, have been so included in reliance on the reports of PricewaterhouseCoopers, independent auditor, given on the authority of said firm as experts in auditing and accounting.
REVIEW OF UNAUDITED CONDENSED FINANCIAL STATEMENTS BY INDEPENDENT ACCOUNTANTS
With respect to the unaudited financial information of AIIB for the six-month period ended June 30, 2021, incorporated by reference in the registration statement of which this Prospectus forms a part, PricewaterhouseCoopers reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated August 18, 2021 incorporated by reference herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers is not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers within the meaning of Sections 7 and 11 of the Securities Act.
AIIB’s authorized representative in the United States of America is Puglisi & Associates. The address of the authorized representative in the United States is 850 Library Avenue, Suite 204, Newark, Delaware 19711.
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ASIAN INFRASTRUCTURE INVESTMENT BANK
Debt Securities
PART II
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate of the registrant’s expenses in connection with the issuance of the securities that are the subject of this registration statement:
| SEC Registration Fee |
$1,420,026 | |||
| Legal fees |
$350,000 | |||
| Printing of registration statement, prospectus and other documents |
$100,000 | |||
|
|
|
|||
| Total |
$1,870,026 |
II-1
UNDERTAKINGS
The registrant hereby undertakes as follows:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that the registrant shall not be required to file a post-effective amendment otherwise required by clause (i), (ii) or (iii) if the information required to be included in a post-effective amendment is contained in any report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that is part of this registration statement.
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report on Form 18-K under the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(e) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser, each prospectus filed by the registrant pursuant to Rule 424(b) as part of a registration statement relating to an offering shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(f) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary
II-2
offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933; registrant;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and
(iv) any other communication that is an offer in the offering made by the registrant to the purchaser.
(g) To file, for so long as any of its publicly issued debt securities sold pursuant to this registration statement are outstanding, annual reports on Form 18-K with the SEC that contain the registrant’s annual audited financial statements and, beginning with the annual report that contains its annual audited financial statements for the year ended December 31, 2019, an attestation report issued by the registrant’s external auditors on the registrant’s internal control over financial reporting.
CONTENTS
The registration statement comprises:
| (1) | The facing sheet. |
| (2) | The prospectus. |
| (3) | Part II consisting of pages II-1 to II-3. |
| (4) | The following exhibits: |
| A. | Articles of Agreement, signed on June 29, 2015 and effective on December 25, 2015 |
| B. | By-Laws, adopted January 16, 2016 and amended December 19, 2017 by the Board of Governors |
| B.1. | Headquarters Agreement, adopted January 16, 2016, between AIIB and the Government of the People’s Republic of China* |
| C. | Opinion and consent of the Legal Department of AIIB, with respect to legality* |
| D. | Opinion and consent of Sullivan & Cromwell LLP, with respect to legality* |
| E. | Fiscal Agency Agreement dated as of May 16, 2019 between AIIB and Citibank, N.A., London Branch as Fiscal Agent (including form of security attached thereto) |
| F. | Form of Underwriting Agreement* |
| G. | Opinion and consent of Sullivan & Cromwell LLP, with respect to certain tax matters* |
| H. | Awareness letter of PricewaterhouseCoopers |
| I. | Consent of PricewaterhouseCoopers |
| * |
II-3
SIGNATURE OF REGISTRANT
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant, Asian Infrastructure Investment Bank, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, People’s Republic of China, on the 25th day of July, 2022.
| ASIAN INFRASTRUCTURE INVESTMENT BANK | ||||
| By: | /s/ Andrew Cross | |||
| Name: Andrew Cross | ||||
| Title: Chief Financial Officer | ||||
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, appearing below is the signature of Asian Infrastructure Investment Bank’s authorized representative in the United States, thereunto duly authorized, in Newark, Delaware, on the 25th day of July, 2022.
| PUGLISI & ASSOCIATES | ||||
| By: | /s/ Donald J. Puglisi | |||
| Name: Donald J. Puglisi | ||||
| Title: Managing Director | ||||
EXHIBITS
| * |
| This ‘S-B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/25/22 | S-B/A | ||
| 12/31/21 | 18-K, 18-K/A | |||
| 8/18/21 | ||||
| 6/30/21 | ||||
| 12/31/20 | 18-K, 18-K/A | |||
| 3/20/20 | S-B | |||
| 12/31/19 | 18-K, 18-K/A | |||
| 5/16/19 | ||||
| 12/19/17 | ||||
| 12/31/16 | ||||
| 1/16/16 | ||||
| 12/25/15 | ||||
| 6/29/15 | ||||
| 5/22/15 | ||||
| List all Filings | ||||