SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 18-K/A

 

 

For Foreign Governments and Political Subdivisions Thereof

AMENDMENT NO. 1

to

ANNUAL REPORT

of

ASIAN INFRASTRUCTURE INVESTMENT BANK

(Name of Registrant)

 

 

Date of end of last fiscal year: December 31, 2024

 

 

SECURITIES REGISTERED*

(As of the close of the fiscal year)

 

 

 

Title of Issue		Amount as to Which Registration is Effective		Names of Exchanges on Which Registered
N/A		N/A		N/A

Name and address of person authorized to receive notices

and communications from the Securities and Exchange Commission:

KRYSTIAN CZERNIECKI

Sullivan & Cromwell LLP

Neue Mainzer Strasse 52

60311 Frankfurt am Main, Germany

 

 

 

*	The registrant files annual reports on Form 18-K on a voluntary basis.

 

TABLE OF CONTENTS

 

EXPLANATORY NOTE			i
SIGNATURE			ii
EXHIBIT 5 — OPINION AND CONSENT OF THE GENERAL COUNSEL OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK, WITH RESPECT TO LEGALITY
EXHIBIT 6 — OPINION AND CONSENT OF SULLIVAN  & CROMWELL LLP, WITH RESPECT TO LEGALITY

EXPLANATORY NOTE

This Amendment No. 1 to the annual report on Form 18-K for the fiscal year ended December 31, 2024 (the “Annual Report”) is filed by the Asian Infrastructure Investment Bank (“AIIB”), a multilateral development bank established and operating under 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, 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. This amendment to the Annual Report, including any future amendments, is intended to be incorporated by reference into any future prospectus filed by AIIB with the Securities and Exchange Commission to the extent such prospectus indicates that it intends this report to be incorporated by reference.

The Annual Report is hereby amended as follows:

1. Exhibit 5 hereto, entitled “Opinion and consent of the General Counsel of the Asian Infrastructure Investment Bank, with respect to legality,” is added to the Annual Report; and

2. Exhibit 6 hereto, entitled “Opinion and consent of Sullivan & Cromwell LLP, with respect to legality,” is added to the Annual Report.

 

i

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, at Beijing, People’s Republic of China, on the 21st day of May, 2025.

 

 

ii

EXHIBIT INDEX

 

Exhibit Number		Description
5.		Opinion and consent of the General Counsel of the Asian Infrastructure Investment Bank, with respect to legality
6.		Opinion and consent of Sullivan & Cromwell LLP, with respect to legality

 

iii

Exhibit 5

 

Legal Department

May 21, 2025

Ladies and Gentlemen,

I am the General Counsel of the Asian Infrastructure Investment Bank (the “Bank”), and I am rendering this opinion in connection with the issuance and delivery, on the date hereof, of US$1,000,000,000 aggregate principal amount of the Bank’s 4.500% Notes due 2035 (the “Notes”). The Bank has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement, as amended (the “Registration Statement”), pursuant to Schedule B of the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act, and the proposed issuance and sale on a delayed or continuous basis pursuant to Releases Nos. 33-6240 and 33-6424 under the Securities Act, of debt securities of the Bank, including the Notes.

1.   For the purposes of this opinion, I have examined, inter alia, the following documents under which the Bank is constituted and operating:

 

(a)	the articles of agreement of the Bank (the “Articles of Agreement”); and

 

(b)	copies of such documents as I have deemed necessary with respect to the entry into force of the Articles of Agreement.

I have also examined and am familiar with the following:

 

(a)	the provisions of the Fiscal Agency Agreement dated as of May 16, 2019 (the “Fiscal Agency Agreement”) between the Bank and Citibank, N.A., London Branch as Fiscal Agent, relating to the issue from time to time of debt securities of the Bank, including the Notes;

 

(b)	the forms of the Notes; and

 

(c)	the proceedings taken by the Bank to authorize the issue and sale of the Notes and the taking of such other action necessary or appropriate therefor.

I have further examined and relied on the originals or copies, certified or otherwise identified to my satisfaction, of such records, certificates and other documents and instruments, and I have made such investigations of law, as I have considered necessary or desirable for the purpose of this opinion.

2.   I am rendering this opinion solely on the basis of, and limited to, the texts under which the Bank is constituted and operating as described in paragraph 1 above, and I express no opinion as to the effect of the laws of any national jurisdiction. Based upon and subject to the foregoing, I am of the opinion that the Notes have been duly authorized, executed and delivered by the Bank and constitute valid and legally binding obligations of the Bank, enforceable in accordance with their terms.

 

AIIB Headquarters, Tower A, Asia Financial Center, No. 1 Tianchen East Road,

Chaoyang District, Beijing 100101, People’s Republic of China

Tel.: +86 (10) 8358 0000 – www.aiib.org

- 1 -

3.   I have assumed for the purpose of this opinion (except with respect to matters of which I have personal knowledge): (a) that each of the documents I examined in rendering this opinion and all other documents to be executed and delivered in connection with the issuance of the Notes (other than by the Bank) have been duly authorized, executed and delivered by the appropriate party or parties thereto (other than the Bank) and that each such party (other than the Bank) has all the necessary power, authority and legal right to enter into such documents to which it is a party and to perform its obligations under each of the documents to which it is a party; (b) the authenticity of all documents examined by me (and the completeness and conformity to the originals of any copies thereof submitted to me) and the genuineness of all signatures; and (c) the accuracy as to factual matters of each document I have reviewed.

I hereby consent to the filing of this opinion with the SEC as an exhibit to the Bank’s annual report on Form 18-K for the fiscal year ended December 31, 2024. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

 

AIIB Headquarters, Tower A, Asia Financial Center, No. 1 Tianchen East Road,

Chaoyang District, Beijing 100101, People’s Republic of China

Tel.: +86 (10) 8358 0000 – www.aiib.org

- 2 -

Yours faithfully,

/s/ Alberto Ninio

Alberto Ninio

General Counsel

 

AIIB Headquarters, Tower A, Asia Financial Center, No. 1 Tianchen East Road,

Chaoyang District, Beijing 100101, People’s Republic of China

Tel.: +86 (10) 8358 0000 – www.aiib.org

- 3 -

Exhibit 6

[Letterhead of Sullivan & Cromwell LLP]

May 21, 2025

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.

Ladies and Gentlemen:

We are acting as counsel to the Asian Infrastructure Investment Bank (“AIIB”), in connection with the issuance and delivery, on the date hereof, of $1,000,000,000 aggregate principal amount of AIIB’s 4.500% Notes due 2035 (the “Notes”). AIIB filed with the Securities and Exchange Commission (the “Commission”) a registration statement (No. 333-261099), as amended (the “Registration Statement”), pursuant to Schedule B of the Securities Act of 1933, as amended (the “Act”), relating to the registration under the Act, and the proposed issuance and sale on a delayed or continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the Act, of debt securities of AIIB, including the Notes.

In rendering this opinion, we have examined the following documents:

 

1.

The Fiscal Agency Agreement dated May 16, 2019 (the “Fiscal Agency Agreement”) between the Bank and Citibank, N.A., London Branch as Fiscal Agent (the “Fiscal Agent”), relating to the issue from time to time of debt securities of AIIB, including the Notes; and

 

2.

Specimens of the Notes.

We also have examined such records of AIIB, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, it is our opinion that the Notes constitute valid and legally binding obligations of AIIB, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We have relied as to certain factual matters on information obtained from public officials, officers of AIIB and other sources believed by us to be responsible, and we have assumed, without independent verification, that: (i) the Articles of Agreement of AIIB, an international agreement that entered into force on

Asian Infrastructure Investment Bank		-2-

 

December 25, 2015 (the “Articles of Agreement”), have been duly executed and ratified by all of the signatory countries, and the Articles of Agreement constitute a legally binding obligation of the signatory countries under public international law; (ii) AIIB has full power and authority under the Articles of Agreement to execute and deliver the Notes, to incur the obligations to be incurred by it as provided therein, and to perform and observe the provisions thereof; (iii) the execution, delivery and performance by AIIB of the Notes are in compliance with the Articles of Agreement and have been duly authorized by all necessary action on its part, and no constitutional, legislative, executive, administrative or other governmental action on the part of any signatory country is necessary in order to duly authorize the execution, delivery and performance by AIIB of the Notes; (iv) the Fiscal Agency Agreement has been duly authorized, executed and delivered by each of AIIB and the Fiscal Agent; (v) the Notes conform to the specimens thereof examined by us; (vi) the Fiscal Agent’s certificates of authentication of the Notes have been manually signed by one of the Fiscal Agent’s authorized officers; (vii) the Notes have been delivered against payment as contemplated in the Registration Statement; and (viii) the signatures on all documents examined by us are genuine.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Notes.

We hereby consent to the filing of this opinion as an exhibit to AIIB’s annual report on Form 18-K for the fiscal year ended December 31, 2024. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.