Barings Global Funds

“China A-Shares”Shares traded in Renminbi issued by companies listed onChinese stock exchanges such as the Shanghai StockExchange and the Shenzhen Stock Exchange“China B-Shares”Shares traded in foreign currencies issued by companies listedon the Shanghai Stock Exchange or the Shenzhen StockExchange, traded in foreign currencies"Class"means any class of Units in issue in relation to a Sub-Fund“Class Currency”in relation to a Class in a Sub-Fund, means the currency ofaccount of such Class as specified in the relevant Appendix“CNY”Onshore Chinese Yuan, traded in Mainland China, referred toalong with CNH as Renminbi (RMB)“CNH”Offshore Chinese Yuan, mostly traded in Hong Kong, referredto along with CNY as Renminbi (RMB)“Code”the Overarching Principles Section and Section II- Code onUnit Trusts and Mutual Funds of the SFC Handbook for UnitTrusts and Mutual Funds, Investment-Linked AssuranceSchemes and Unlisted Structured Investment Products or anyhandbook, guideline and code issued by the Commission, asmay be amended from time to time“Connected person”in relation to a company, means:(a)any person or company beneficially owning, directly orindirectly, 20% or more of the ordinary share capital ofthat company or able to exercise, directly or indirectly,20% or more of the total votes in that company; or(b)any person or company controlled by a person who orwhich meets one or both of the descriptions given in (a);or(c)any member of the group of which that company formspart; or(d)any director or officer of that company or of any of itsconnected persons as defined in (a), (b) or (c) above“Connect Schemes”Shanghai-Hong Kong Stock Connect Scheme and ShenzhenHong Kong Stock Connect Scheme“Conversion Form”the prescribed conversion form for the conversion of Units andfor the avoidance of doubt, the Conversion Form does not formpart of this Explanatory Memorandum“EUR”Refers to the currency adopted by certain member countries ofthe European Union“Explanatory Memorandum”this Explanatory Memorandum including the Appendices, aseach may be amended, updated or supplemented from time totime“Fund”Barings Global Funds6

“Foreign Access Regime”the regime for foreign institutional investors to invest in theChina Interbank Bond Market as described below under“Investment Considerations – China Interbank BondMarket”.“GBP”refers to the British Pound, the lawful currency of the UnitedKingdom“Government and other publicsecurities”any investment issued by, or the payment of principal andinterest on, which is guaranteed by a government, or any fixedinterest investment issued by its public or local authorities orother multilateral agencies“Hong Kong”Hong Kong Special Administrative Region of the PRC“HK ” or “HKD”refers to Hong Kong Dollars, the lawful currency of Hong Kong“IFRS”International Financial Reporting Standards“Initial Offer Period”in relation to a Sub-Fund or a Class or Classes of Units, suchperiod as the Manager may determine for the purpose ofmaking an initial offer of Units of such Sub-Fund or such Classor Classes“Initial Offer Price”the price per Unit during the Initial Offer Period as determinedby the Manager and as specified in the relevant Appendix (ifapplicable)“IOP Deadline”in relation to the Initial Offer Period of a Sub-Fund or aparticular Class of Units, such time as the Manager may fromtime to time determine and as specified in the relevantAppendix“Issue Price”the issue price of a Unit of a particular Class after the expiry ofthe Initial Offer Period calculated in accordance with the TrustDeed and as described below under “Investing in the Fund Issue Price”“Manager”Baring Asset Management (Asia) Limited in its capacity as themanager of the Fund and its Sub-Funds or such other entity asmay be appointed from time to time as the manager of the Fundand its Sub-Funds“Minimum Initial SubscriptionAmount”the minimum initial investment for Units in a Sub-Fund or aClass of Units and as specified in the relevant Appendix“Minimum Initial SubscriptionAmount”the minimum initial investment for Units in a Sub-Fund or aClass of Units and as specified in the relevant Appendix“Minimum Holding Amount”the minimum number or value of Units of any Sub-Fund orClass of Units which must be held by any Unitholder and asspecified in the relevant Appendix“Minimum RedemptionAmount”the minimum number or value of Units of any Sub-Fund orClass of Units to be redeemed by any Unitholder in respect ofa partial redemption of Units and as specified in the relevantAppendix“Minimum SubsequentSubscription Amount”the minimum additional subscriptions for Units in a Sub-Fundor a Class of Units and as specified in the relevant Appendix7

“Minimum Subscription Level”the total minimum subscription amount, if applicable, to bereceived on or prior to the close of the Initial Offer Period andas specified in the relevant Appendix“Net Asset Value”in relation to a Sub-Fund means the net asset value of suchSub-Fund or, as the context may require, of a Unit of the Classor Classes relating to such Sub-Fund, calculated in accordancewith the provisions of the Trust Deed and as summarised belowunder “Valuation and Suspension - Calculation of Net AssetValue”“NZD”refers to the New Zealand Dollar, the lawful currency of NewZealand“Payment Period”means by the end of the Initial Offer Period or such other periodas the Manager with the approval of the Trustee may determinewithin which payment for Units issued for cash after the InitialOffer Period for such Units is due, and as specified in therelevant Appendix“QFII Regulations”refers to the measures issued by the relevant authorities in thePeople’s Republic of China with respect to the qualified foreigninstitutional investors“Qualified Exchange TradedFunds”exchange traded funds that are:(a) authorized by the SFC under 8.6 or 8.10 of the Code; or(b) listed and regularly traded on internationally recognizedstock exchanges open to the public (nominal listing notaccepted) and either (i) the principal objective of which is totrack, replicate or correspond to a financial index orbenchmark, which complies with the applicable requirementsunder 8.6 of the Code; or (ii) the investment objective, policy,underlying investments and product features of which aresubstantially in line with or comparable with those set out under8.10 of the Code“Redemption Charge”the redemption charge (if any) payable upon redemption ofUnits and as specified in the relevant Appendix“Redemption Day”in relation to a Sub-Fund, or, as the context may require, of aparticular Class relating to a Sub-Fund, each Business Day orsuch Business Day as specified in the relevant Appendix orsuch other day or days as the Manager and the Trustee mayfrom time to time determine, either generally or in respect of aparticular Class or Classes of Units, for effecting any requestsfor redemption of Units in that Sub-Fund or the relevant Classor Classes“Redemption Deadline”means 5.00 p.m. (Hong Kong time) on the relevant RedemptionDay by which a redemption request in respect of a Sub-Fundor a Class of Units must be received either on suchRedemption Day or on such other Business Day or day as theManager and the Trustee may from time to time determinegenerally or in relation to any particular jurisdiction in whichUnits of that Sub-Fund or the relevant Class may from time totime be sold or such other time as may be specified in therelevant Appendix8

“Redemption Form”the prescribed redemption form for the redemption of Units andfor the avoidance of doubt, the Redemption Form does not formpart of this Explanatory Memorandum“Redemption Price”the price at which Units will be redeemed as determined inaccordance with the Trust Deed and as described below under“Redemption of Units - Redemption Price”“Refund Period”5 Business Days from the relevant Subscription Day or closeof the relevant Initial Offer Period (as the case may be) or suchother period as specified in the relevant Appendix within whichsubscription moneys in respect of an application which wasrejected or a Sub-Fund or a Class of Units which was notlaunched will be returned to the relevant applicant“Registrar”HSBC Institutional Trust Services (Asia) Limited in its capacityas registrar of the Fund and its Sub-Funds“REITS”real estate investment trusts“RMB” or “Renminbi”Renminbi, the lawful currency of the PRCRQFII Regulations”refers to the measures issued by the relevant authorities in thePeople’s Republic of China with respect to the Renminbiqualified foreign institutional investors“Securities Market”any stock exchange, over-the-counter market or otherorganised securities market that is open to the internationalpublic and on which such securities are regularly traded“Semi-Annual Accounting Date”31 July in each year or such other date or dates in each yearas the Manager may from time to time select in respect of anySub-Fund and notify to the Trustee and the Unitholders of suchSub-Fund.“SFC”the Securities and Futures Commission of Hong Kong“SFO”the Securities and Futures Ordinance, Laws of Hong Kong(Chapter 571), as amended“Sub-Fund”a sub-fund of the Fund representing the designation by theManager as a sub-fund, the proceeds of issue of which arepooled separately and invested in accordance with theinvestment objective and policies applicable to such sub-fundand which is established by the Manager from time to time“Subscription Charge”the subscription charge (if any) payable on the issue of Unitsand as specified in the relevant Appendix“Subscription Day”in relation to a Sub-Fund, or, as the context may require, of aparticular Class relating to a Sub-Fund, each Business Day orsuch Business Day as specified in the relevant Appendix orsuch other day or days as the Manager and the Trustee mayfrom time to time determine, either generally or in respect of aparticular Class or Classes of Units, for effecting any requestsfor subscription of Units in that Sub-Fund or the relevant Classor Classes“Subscription Deadline”means 5.00 p.m. (Hong Kong time) on the relevantSubscription Day by which an application for subscription inrespect of a Sub-Fund or a Class of Units must be received9

either on such Subscription Day or on such other Business Dayor day as the Manager and the Trustee may from time to timedetermine generally or in relation to any particular jurisdictionin which Units of that Sub-Fund or the relevant Class may fromtime to time be sold or such other time as may be specified inthe relevant Appendix“substantial financialinstitution”an authorized institution as defined in section 2(1) of theBanking Ordinance (Chapter 155 of Laws of Hong Kong) or afinancial institution which is on an ongoing basis subject toprudential regulation and supervision, with a minimum netasset value of HK 2 billion or its equivalent in foreign currency“Sub-Investment Grade DebtSecurities”mean debt securities rated below BBB- by Standard and Poor’sor Fitch, or below Baa3 by Moody’s or equivalent ratings byother internationally recognized credit rating agencies of similarstanding (in the event of split rating, the highest credit ratingaccredited to the relevant instrument itself or the issuer will bedeemed the reference credit rating)“Sub-Investment Manager”the sub-investment manager appointed in respect of a SubFund, the details of which as specified in the relevant Appendix(if applicable)“Switching Fee”the switching fee (if any) payable on the conversion of Unitsand as specified in the relevant Appendix“Top Up Form”any application form for additional units in an existing Fund, tobe completed by investors as prescribed by the Manager fromtime to time“Trust Deed”the trust deed dated 27 March 2015 establishing the Fund andentered into by the Manager and the Trustee and amended andrestated on 6 December 2019 (as amended from time to time)“Trustee”HSBC Institutional Trust Services (Asia) Limited in its capacityas trustee of the Fund and its Sub-Funds or such other entityas may be appointed from time to time as the trustee of theFund and its Sub-Funds“Unit”a unit in a Sub-Fund“Unitholder”a person registered as a holder of a Unit“United States Person”any citizen or resident of the United States, any corporation,trust, partnership or other entity created or organised in orunder the laws of the United States, any state thereof or anyestate or trust the income of which is subject to United Statesfederal income tax, regardless of source. The expression alsoincludes any person falling within the definition of the term “U.S.Person” under Regulation S promulgated under the UnitedStates Securities Act of 1933“Unrated Debt Securities”mean debt securities which both the instrument itself and itsissuer do not have a credit rating“U.S.”United States of America, its territories, and all areas subject toits jurisdiction“US ” or “USD”US Dollars, the lawful currency of the United States of America10

“Valuation Day”in relation to a Sub-Fund means each Business Day as atwhich the Net Asset Value of a Unit falls to be calculated orsuch other day as the Manager may from time to timedetermine and as are described in the Appendix for the relevantSub-Fund; and“Valuation Point”in relation to a Sub-Fund, means the close of business in thelast relevant market to close on each Valuation Day or suchother time on such Business Day as the Manager may fromtime to time determine and as described in the Appendix for therelevant Sub-Fund.11

THE FUNDThe Fund is an open-ended unit trust established as an umbrella fund pursuant to the Trust Deedand governed by the laws of Hong Kong. All Unitholders are entitled to the benefit of, are bound byand deemed to have notice of the provisions of the Trust Deed.The Fund is organised as an umbrella fund and details of each of its current Sub-Funds and theirrespective Class or Classes of Units are set out in the relevant Appendix. Subject to any applicableregulatory requirements and approvals, the Manager may in its sole discretion create further SubFunds or may determine to issue additional Classes in relation to each Sub-Fund in the future.Each Sub-Fund is established as a separate trust under the Trust Deed, and the assets of eachSub-Fund will be invested and administered separately from the assets of, and shall not be used tomeet liabilities of any other Sub-Funds.The Base Currency of a Sub-Fund will be set out in the relevant Appendix. Each Class of Units withina Sub-Fund will be denominated in the Class Currency thereof, which may be the Base Currency ofthe Sub-Fund to which such Class relates or such other currency of account as specified in therelevant Appendix.12

MANAGEMENT AND ADMINISTRATION OF THE FUNDManagerThe Manager of the Fund is Baring Asset Management (Asia) Limited which was incorporated inHong Kong on 15 March 1985. The Manager is licensed by the SFC to carry out type 1 (dealing insecurities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 5 (advising onfutures contracts) and type 9 (asset management) regulated activities.The Manager undertakes the management of the assets of the Fund and the Sub-Fund(s). TheManager may appoint a Sub-Investment Manager and delegate any of its management functions inrelation to assets of specific Sub-Funds to such Sub-Investment Manager subject to prior SFCapproval. In the event that a Sub-Investment Manager is appointed by the Manager (following priorSFC approval) to assume investment management discretion in respect of an existing Sub-Fund, atleast one month’s prior notice will be provided to Unitholders of such Sub-Fund and this ExplanatoryMemorandum and/or the relevant Appendix will be updated to include such appointment.The Manager shall not be exempted from or indemnified against any liability imposed under the lawsof Hong Kong or for breach of trust through fraud or negligence for which it may be liable in relationto its duties, or be indemnified against such liability by Unitholders or at Unitholders' expense.Sub-Investment ManagerThe Manager may from time to time appoint a Sub-Investment Manager to provide assetmanagement services for certain Sub-Fund(s). Any such appointment will be disclosed in therelevant Appendix.Trustee and RegistrarThe Trustee of the Fund is HSBC Institutional Trust Services (Asia) Limited.The Trustee was incorporated with limited liability in Hong Kong in 1974 and is registered as a trustcompany under the Trustee Ordinance (Chapter 29 of the Laws of Hong Kong) and approved by theMandatory Provident Funds Scheme Authority as trustee of registered MPF Schemes under theMandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong). HSBCInstitutional Trust Services (Asia) Limited is an indirectly wholly owned subsidiary of HSBC Holdingsplc, a public company incorporated in England and Wales.Under the Trust Deed, the Trustee is responsible for the safe-keeping of the assets of the Fund andthe Sub-Fund(s) a

and its sub-funds ("Sub-Funds"). The Fund is an open-ended unit trust established as an umbrella unit trust under the laws of Hong Kong by a trust deed dated 27 March 2015 ("Trust Deed") between HSBC Institutional Trust Services (Asia) Limited ("Trustee") as trustee and Baring Asset