Central China Securities Co., Ltd. — Capital/Financing Update 2016

Oct 16, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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Central China Securities Co., Ltd. (a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “ 中原證券股份有限公司 ” and carrying on business in Hong Kong as “ 中州證券 ”)

(Stock Code: 01375)

PROPOSED A SHARE ISSUE AND

FINANCIAL INFORMATION OF THE PROSPECTUS (APPLICATION PROOF) RELATING TO A SHARE ISSUE

This announcement is made by the Board pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) of Part XIVA of the Securities and Futures Ordinance.

Reference is made to the announcements of the Company dated 29 September 2014, 14 November 2014, 1 December 2014, 5 December 2014, 19 October 2015, 7 December 2015, 29 December 2015, 2 February 2016, 23 March 2016, 22 June 2016 and 29 September 2016, and the circulars of the Company dated 29 October 2014, 20 November 2015 and 8 March 2016 respectively, relating to, among other things, the proposed A Share Issue.

The Company has submitted the 2016 Prospectus (Application Proof) to the CSRC in connection with its application for the A Share Issue. The 2016 Prospectus (Application Proof) contains the consolidated financial information of the Group for the Relevant Periods prepared in accordance with the PRC GAAP and other significant information. For details, please refer to the announcements dated 14 October 2016 regarding the 2016 Prospectus (Application Proof) on the CSRC’s website (www.csrc.gov.cn) and the website of the Stock Exchange (www. hkexnews.hk).

Given that the A Share Issue is subject to the approval of the CSRC and other relevant regulatory authorities and may or may not proceed, Shareholders and potential investors shall exercise caution when dealing in the H Shares of the Company. The Company will make further announcements of any major updates and developments in respect of the A Share Issue in accordance with the Listing Rules and other applicable laws and regulations.

PROPOSED A SHARE ISSUE

This announcement is made by the Board pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) of Part XIVA of the Securities and Futures Ordinance.

1

Reference is made to the announcements of the Company dated 29 September 2014, 14 November 2014, 1 December 2014, 5 December 2014, 19 October 2015, 7 December 2015, 29 December 2015, 2 February 2016, 23 March 2016, 22 June 2016 and 29 September 2016, and the circulars of the Company dated 29 October 2014 and 20 November 2015 and 8 March 2016 respectively, relating to, among other things, the proposed A Share Issue.

The Board is pleased to announce that the Company has submitted the 2016 Prospectus (Application Proof) to the CSRC in connection with its application for the A Share Issue. For details, please refer to the announcements dated 14 October 2016 regarding the 2016 Prospectus (Application Proof) on the CSRC’s website (www.csrc.gov.cn) and the website of the Stock Exchange (www.hkexnews.hk). The 2016 Prospectus (Application Proof) does not, and is not intended to constitute an offer of securities of the Company for sale in Hong Kong. The 2016 Prospectus (Application Proof) has not been and will not be registered under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 5 December 2014 relating to, among others, the 2014 Prospectus (Application Proof) and financial information included therein. According to the provisions as set out in the Measures for the Administration of Initial Public Offerings and Listing of Shares (China Securities Regulatory Commission Order No.122) and Notice on Prior Disclosures and Other Matters in Connection with Initial Public Offerings (Fa Xing Jian Guan Han [2013] No. 328) and relevant laws and regulations, an issuer should update the financial information included in the prospectus in a timely manner and, upon replying to any feedback opinion, submit the updated prospectus for prior disclosures based on the notice from the examination and approval authorities. Accordingly, the Company has updated the business, financial and accounting information set out in the 2014 Prospectus (Application Proof), and submitted the 2016 Prospectus (Application Proof) to the CSRC upon its request.

Subject to approval by the CSRC, the Company will carry out the A Share Issue based on the approvals and authorisation from the Shareholders, Domestic Shareholders and H Shareholders, respectively, for the authorisation granted to the Board for A Share Issue and the relevant matters at the extraordinary general meeting, the domestic share class meeting and the H share class meeting of the Company held respectively on 14 November 2014, the approvals for extension of the authorisation period granted to the Board relating to the A Share Issue and the relevant matters at the extraordinary general meeting, the domestic share class meeting and the H share class meeting of the Company held respectively on 7 December 2015, and approvals by way of special resolutions (if passed) for the further extension of the validity period of the A Share Issue and the relevant authorisation by the Shareholders, Domestic Shareholders and H Shareholders at the extraordinary general meeting, domestic share class meeting and H share class meeting to be held respectively on 18 November 2016. The proposed A Share Issue will comprise the issue of not more than 877,205,000 A Shares to natural persons, legal entities and other institutional investors within the PRC that have maintained RMB ordinary shares (A Shares) holder accounts with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (except those prohibited by the PRC laws, administrative regulations, other applicable regulatory instruments and other regulatory requirements to which an issuer is subject to). The proposed A Share Issue will be conducted by a combination of offline price consultations to target placees and the online subscription of shares under the initial public offering or other methods as recognized by the CSRC. Cumulative bidding price consultations will be conducted within the price range where the issue price of the proposed A Share Issue will be determined based on the results of the cumulative bidding price consultations and market conditions; or other methods of pricing as recognized by the CSRC.

2

FINANCIAL INFORMATION OF THE GROUP PREPARED UNDER THE PRC GAAP

Subject to the CSRC’s approval, the 2016 Prospectus (Application Proof) will be published in the PRC in Chinese only and will contain business and financial information of the Group, including but not limited to the consolidated balance sheet, the consolidated income statement and the consolidated statement of cash flows of the Group for the Relevant Periods prepared in accordance with the PRC GAAP.

Set out below is a summary of the consolidated financial statements of the Group for the Relevant Periods prepared in accordance with the Group’s accounting policies under the PRC GAAP audited by Shinewing Certified Public Accountants (Special General Partnership).

The Company confirmed that the following summary of the consolidated financial statements prepared in accordance with the PRC GAAP do not have any significant difference between those prepared in accordance with the International Financial Reporting Standards.

The English version of the following summary of the consolidated financial statements is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

The summary of the Group’s audited consolidated balance sheet, consolidated income statement and consolidated statement of cash flows for each of the years ended 31 December 2013, 31 December 2014 and 31 December 2015 and the six months ended 30 June 2016 prepared in accordance with the PRC GAAP is as follow:

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CONSOLIDATED BALANCE SHEET

Prepared by: Central China Securities Co., Ltd.

Currency unit: RMB

	30 June		31 December
Assets	2016	2015	2014	2013
ASSETS:
Cash and bank balances	12,797,067,270.56	12,707,460,600.77	8,682,415,845.44	4,533,167,616.72
Including: Customer deposits	10,111,706,236.72	10,739,355,587.37	7,225,908,380.13	3,956,037,862.39
Clearing settlement funds	2,155,392,453.09	4,455,615,703.22	2,620,867,294.28	1,104,844,133.26
Including: Customer settlement funds	1,663,981,967.39	3,356,888,084.19	2,271,018,557.10	923,070,259.90
Interbank lending	–	–	–	–
Margin accounts	5,832,432,568.48	8,158,803,094.69	7,331,517,309.15	2,259,463,140.17
Financial assets at fair value through
profit or loss	7,042,800,729.31	5,045,128,204.70	4,099,282,492.37	3,438,993,990.41
Derivative financial assets	–	–	–	–
Financial assets held under resale
agreements	7,087,412,632.53	6,826,689,334.44	2,889,714,967.29	793,085,868.77
Including: Margin accounts under
repurchase agreements	41,192,577.00	28,507,598.04	74,644,801.62	72,114,500.00
Receivables	101,019,355.26	27,587,801.49	17,409,000.48	18,289,698.70
Interest receivable	424,985,276.15	257,757,840.45	173,998,005.45	80,757,480.01
Refundable deposits	409,217,585.07	422,906,511.10	727,404,219.54	412,987,575.88
Assets classified as held-for-sale	20,857,243.57	39,428,945.46	–	–
Available-for-sale financial assets	2,746,798,542.78	2,443,599,475.10	751,235,010.28	429,770,692.01
Held-to-maturity investments	–	–	–	–
Long-term equity investments	289,754,885.27	106,705,532.33	49,684,441.40	–
Investment properties	21,030,278.38	21,225,064.10	23,066,429.75	30,818,831.27
Fixed assets	237,671,582.84	235,552,941.92	217,045,958.96	225,807,951.07
Construction in progress	1,840,760.00	543,150.00	100,000.00	448,000.00
Intangible assets	148,807,084.35	155,960,703.60	153,742,738.81	46,805,003.60
Including: Seats on stock exchanges	819,001.58	835,556.60	466,666.64	–
Goodwill	21,466,082.83	7,268,756.37	7,268,756.37	7,268,756.37
Deferred income tax assets	161,383,792.75	209,334,510.90	104,468,520.25	71,236,980.48
Other assets	539,250,008.89	529,680,445.78	420,021,343.45	195,859,533.45
Total assets	40,039,188,132.11	41,651,248,616.42	28,269,242,333.27	13,649,605,252.17

4

LIABILITIES AND SHAREHOLDERS’	30 June		31 December
EQUITY	2016	2015	2014	2013
LIABILITIES:
Short-term borrowings	618,360,965.00	–	–	–
Short-term notes repayable	3,894,359,478.51	5,106,960,000.00	1,441,280,000.00	800,000,000.00
Interbank borrowings	–	–	2,373,000,000.00	400,000,000.00
Financial liabilities at fair value through
profit or loss	1,524,692,507.60	1,144,170,407.34	791,073,957.93	707,436,700.43
Derivative financial liabilities	62,130.00	–	–	–
Financial assets sold under repurchase
agreements	6,168,960,573.10	4,712,964,571.21	5,587,234,329.83	2,096,288,041.10
Customers’ deposits held for securities
brokerage	11,085,054,806.17	13,281,216,869.23	8,863,873,220.48	4,851,803,819.53
Customers’ deposits held for securities
brokerage of credit transactions	1,245,230,734.19	1,586,034,162.71	795,959,787.78	142,266,703.19
Customers’ deposits held for securities
underwriting	–	–	–	–
Staff costs payable	499,549,424.35	711,032,900.34	375,914,561.22	221,318,974.97
Taxes and surcharges payable	113,804,916.35	267,155,238.02	239,670,103.73	87,953,344.36
Accounts payable	13,892,961.82	152,466,664.69	92,165,449.54	109,896,347.08
Interest payable	145,965,004.04	327,496,490.03	111,765,349.00	17,390,231.33
Liabilities classified as held-for-sale	8,348,807.66	11,695,776.24	–	–
Accrued liabilities	–	–	–	–
Long-term borrowings	52,863,089.86	51,818,408.77	–	–
Bonds payable	5,993,170,747.83	5,291,078,013.77	1,490,027,198.49	–
Deferred income tax liabilities	40,471,816.74	49,157,422.62	27,836,514.57	252,360.00
Other liabilities	57,917,240.56	81,547,942.18	222,646,742.26	39,717,407.66
Total liabilities	31,462,705,203.78	32,774,794,867.15	22,412,447,214.83	9,474,323,929.65
SHAREHOLDERS’ EQUITY:
Share capital	3,223,734,700.00	3,223,734,700.00	2,631,615,700.00	2,033,515,700.00
Capital reserve	1,868,697,076.22	1,865,166,967.63	504,887,745.32	239,091.05
Less: Treasury stock	–	–	–	–
Other comprehensive income	16,224,307.96	36,261,558.91	26,508,007.42	-3,818,493.58
Surplus reserve	604,796,786.78	604,796,786.78	399,282,433.40	314,844,251.79
General risk reserve	531,481,680.34	531,481,680.34	380,771,154.53	317,352,317.96
Transaction risk reserve	503,392,139.69	503,392,139.69	366,382,570.77	310,090,449.69
Undistributed profit	1,022,388,434.20	1,396,746,640.39	1,477,258,852.53	1,119,117,840.01
Total equity attributable to
shareholders of the Company	7,770,715,125.19	8,161,580,473.74	5,786,706,463.97	4,091,341,156.92
Minority interests	805,767,803.14	714,873,275.53	70,088,654.47	83,940,165.60
Total shareholders’ equity	8,576,482,928.33	8,876,453,749.27	5,856,795,118.44	4,175,281,322.52
**Total liabilities and shareholders’ equity **	40,039,188,132.11	41,651,248,616.42	28,269,242,333.27	13,649,605,252.17

Legal representative: Jian Mingjun Person-in-charge of accounting: Zhu Junhong Head of accounting department: Guo Liangyong

5

CONSOLIDATED INCOME STATEMENT

Prepared by: Central China Securities Co., Ltd.

Currency unit: RMB

	Six months ended
	30 June		Year ended 31 December
Items	2016	2015	2014	2013
1. Revenue	962,723,709.87	4,004,355,251.90	1,808,216,779.12	1,165,234,691.42
Net commission and fee income	615,438,181.65	2,716,354,159.22	1,072,655,213.61	842,354,747.41
Including: Net income from securities brokerage	387,216,125.59	2,128,093,353.37	794,863,348.77	568,232,234.70
Net income from investment banking	120,227,903.43	209,363,864.17	100,757,994.55	148,613,330.50
Net income from investment advisory services	64,803,622.63	285,424,405.67	130,642,404.47	62,563,998.12
Net income from asset management	18,662,284.72	53,079,392.97	9,106,315.59	9,244,699.42
Net income from fund management	5,361,492.24	554,972.67	403,163.07	808,377.96
Net interest income	193,127,913.75	561,575,861.59	274,986,314.16	159,223,011.95
Investment income (loss stated with “-”)	182,223,578.22	599,018,351.30	376,441,950.15	169,597,367.64
Including: Investment income from associates and
jointly-controlled entities	11,149,352.93	1,725,476.63	-315,558.60	–
Fair value gains (loss stated with “-”)	-28,807,415.28	56,061,634.06	73,245,007.16	-10,969,915.68
Foreign exchange gains (loss stated with “-”)	-2,589,542.13	62,062,152.53	3,529,031.51	-1,529,392.36
Other operating income	3,330,993.66	9,283,093.20	7,359,262.53	6,558,872.46
2. Operating expenses	563,738,518.85	2,093,232,661.80	1,078,677,482.41	852,963,471.80
Business taxes and surcharges	46,984,586.21	255,484,062.30	103,517,886.25	63,685,423.32
Business and management expenses	512,874,900.46	1,709,009,930.66	946,477,300.28	780,089,936.12
Impairment loss of assets	3,223,997.28	127,631,057.07	27,716,089.32	7,938,498.65
Other operating costs	655,034.90	1,107,611.77	966,206.56	1,249,613.71
3. Operating profit	398,985,191.02	1,911,122,590.10	729,539,296.71	312,271,219.62
Add: Non-operating income	29,131,462.06	21,225,594.03	32,364,428.98	29,425,248.05
Less: Non-operating expenses	1,664,464.11	6,957,329.28	7,132,217.08	3,462,426.24
Add: Total profit of subsidiaries held for sale	-15,224,733.31	-34,421,696.14	–	–
4. Total profit	411,227,455.66	1,890,969,158.71	754,771,508.61	338,234,041.43
Less: Income tax expenses	96,848,848.74	488,588,592.72	204,788,774.47	99,806,580.74
5. Net profit	314,378,606.92	1,402,380,565.99	549,982,734.14	238,427,460.69
Net profit attributable to shareholders of the Company	306,156,189.40	1,405,500,406.97	562,290,151.78	252,934,345.88
Minority interests	8,222,417.52	-3,119,840.98	-12,307,417.64	-14,506,885.19

6

	Six months ended
	30 June		Year ended 31 December
Items	2016	2015	2014	2013
6. Other comprehensive income, net of taxes	-13,927,470.96	11,475,235.64	30,326,501.00	12,906,718.96
(1) Other comprehensive incomes unqualified for
subsequent reclassification into profit or loss	–	–	–	–
1) Change in net liabilities or net assets as a result of
re-measurement of defined benefit plan	–	–	–	–
2) Share of other comprehensive incomes unqualified
for subsequent reclassification into profit or loss
of investees under entity method	–	–	–	–
(2) Other comprehensive incomes to be subsequently
reclassified into profit or loss	-13,927,470.96	11,475,235.64	30,326,501.00	12,906,718.96
1) Share of other comprehensive incomes to be
subsequently reclassified into profit or loss of
investees under entity method	–	–	–	–
2) Fair value gain or loss of available-for-sale
financial assets	-19,885,931.49	5,679,745.67	30,326,501.00	12,906,718.96
3) Gain or loss from reclassification of held-to-
maturity investments into available-for-sale
financial assets	–	–	–	–
4) Effective positions of hedged gain or loss of cash
flows	–	–	–	–
5) Foreign currency translation differences	5,958,460.53	5,795,489.97	–	–
7. Total comprehensive income	300,451,135.96	1,413,855,801.63	580,309,235.14	251,334,179.65
Total comprehensive income attributable to shareholders
of the Company	286,118,938.45	1,415,253,958.46	592,616,652.78	265,841,064.84
Total comprehensive income attributable to minority
interests	14,332,197.51	-1,398,156.83	-12,307,417.64	-14,506,885.19
8. Earnings per share
(1) Basic earnings per share	0.10	0.49	0.24	0.12
(2) Diluted earnings per share	0.10	0.49	0.24	0.12

Legal representative: Jian Mingjun Person-in-charge of accounting: Zhu Junhong Head of accounting department: Guo Liangyong

7

CONSOLIDATED STATEMENT OF CASH FLOwS

Prepared by: Central China Securities Co., Ltd.

Currency unit: RMB

	Six months ended
	30 June		Year ended 31 December
Items	2016	2015	2014	2013
1. Cash flows from operating activities:
Net increase in disposal of financial assets at fair value
through profit or loss	–	–	–	164,249,674.04
Cash from interest, fee and commission	996,936,296.59	4,376,472,945.35	1,703,680,477.16	1,211,537,927.07
Net increase in interbank borrowings	–	–	1,973,000,000.00	400,000,000.00
Net increase in income from repurchase transactions	1,439,385,540.59	–	1,358,062,836.15	–
Net decrease in margin accounts	2,326,370,526.21	–	–	–
Net cash received from securities brokerage	–	5,207,408,247.63	4,665,762,485.54	–
Other cash received relating to operating activities	196,339,247.63	889,889,915.95	169,731,992.97	895,063,354.70
Sub-total of cash inflows from operating activities	4,959,031,611.02	10,473,771,108.93	9,870,237,791.82	2,670,850,955.81
Net decrease in disposal of financial assets at fair value
through profit or loss	1,668,689,957.93	340,561,399.39	167,724,502.36	–
Net decrease in interbank borrowings	–	2,373,000,000.00	–	–
Net decrease in income from repurchase transactions	–	4,591,805,624.81	–	6,006,549.37
Net increase in margin accounts	–	826,850,479.80	5,082,571,990.27	2,048,646,411.38
Net cash paid for securities brokerage	2,536,965,491.58	–	–	271,758,638.28
Cash paid for interest, fee and commission	264,226,617.47	747,949,451.62	224,164,643.67	165,307,522.67
Cash paid to and for employees	589,455,684.21	1,060,272,767.63	515,699,389.36	442,724,619.62
Cash paid for taxes and surcharges	256,738,425.35	695,208,790.43	257,861,277.21	185,480,069.85
Other cash paid relating to operating activities	522,317,507.96	900,263,888.55	976,845,378.62	434,768,571.71
Sub-total of cash outflows from operating activities	5,838,393,684.50	11,535,912,402.23	7,224,867,181.49	3,554,692,382.88
Net cash flows from operating activities	-879,362,073.48	-1,062,141,293.30	2,645,370,610.33	-883,841,427.07
2. Cash flows from investing activities:
Cash received from disposal of investments	298,228,136.52	–	83,000,000.00	–
Cash received from return on investments	31,602,788.02	74,850,323.19	36,443,070.09	7,467,631.16
Net cash received from disposal of subsidiaries
and other business entities	–	–	–	–
Other cash received relating to investing activities	333,827.59	591,592.60	501,430.63	946,392.76
Sub-total of cash inflows from investing activities	330,164,752.13	75,441,915.79	119,944,500.72	8,414,023.92
Cash paid for investments	651,555,743.83	1,842,205,732.47	383,510,055.57	266,275,890.10
Cash paid for acquisition of fixed assets, intangible assets
and other long-term assets	34,072,908.18	92,125,002.56	51,703,903.63	165,864,244.86
Net cash paid for acquisition of subsidiaries and
other business entities	14,616,100.12	–	–	–
Other cash paid relating to investing activities	–	–	–	–
Sub-total of cash outflows from investing activities	700,244,752.13	1,934,330,735.03	435,213,959.20	432,140,134.96
Net cash flows from investing activities	-370,080,000.00	-1,858,888,819.24	-315,269,458.48	-423,726,111.04

8

	Six months ended
	30 June		Year ended 31 December
Items	2016	2015	2014	2013
3. Cash flows from financing activities:
Cash received from capital contribution	92,400,000.00	2,441,880,999.89	1,259,448,654.27	122,500,000.00
Including: Cash received by subsidiaries from minority
shareholders’ capital contribution	92,400,000.00	489,482,777.89	–	–
Cash received from issuance of bonds	2,501,452,082.36	14,043,482,000.00	6,333,280,000.00	800,000,000.00
Other cash received relating to financing activities	619,405,646.09	51,818,408.77	–	–
Sub-total of cash inflows from financing activities	3,213,257,728.45	16,537,181,408.66	7,592,728,654.27	922,500,000.00
Cash paid for repayment of debts	3,011,960,000.00	6,579,480,000.00	4,200,000,000.00	–
Cash paid as dividends, profits or interest expense	1,159,882,693.18	1,238,940,284.38	52,770,120.89	–
Including: Dividends and profits paid by subsidiaries to
minority shareholders	15,837,669.90	–	–	–
Other cash paid relating to financing activities	–	–	8,317,327.00	–
Sub-total of cash outflows from financing activities	4,171,842,693.18	7,818,420,284.38	4,261,087,447.89	–
Net cash flows from financing activities	-958,584,964.73	8,718,761,124.28	3,331,641,206.38	922,500,000.00
4. Effect of exchange rate changes on cash and
cash equivalents	-2,589,542.13	62,062,152.53	3,529,031.51	-1,529,392.36
5. Net increase in cash and cash equivalents	-2,210,616,580.34	5,859,793,164.27	5,665,271,389.74	-386,596,930.47
Add: Cash and cash equivalents at the beginning
of the period	17,163,076,303.99	11,303,283,139.72	5,638,011,749.98	6,024,608,680.45
6. Cash and cash equivalents at the end of the period	14,952,459,723.65	17,163,076,303.99	11,303,283,139.72	5,638,011,749.98

6. Cash and cash equivalents at the end of the period

Legal representative: Jian Mingjun Person-in-charge of accounting: Zhu Junhong Head of accounting department: Guo Liangyong

For more details of the proposed A Share Issue, please refer to the announcements dated 14 October 2016 regarding the 2016 Prospectus (Application Proof) on the CSRC’s website (www.csrc.gov.cn) and the website of the Stock Exchange (www.hkexnews.hk). Shareholders and potential investors will be notified in due course of any progress in connection with the proposed A Share Issue.

Given that the A Share Issue is subject to the approval of the CSRC and other relevant regulatory authorities and may or may not proceed, Shareholders and potential investors shall exercise caution when dealing in the H Shares of the Company. The Company will make further announcements of any major updates and developments in respect of the A Share Issue in accordance with the Listing Rules and other applicable laws and regulations.

9

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:

• “2014 Prospectus the application proof of the prospectus in relation to the (Application Proof)” proposed A Share Issue published on the CSRC’s website (www.csrc.gov.cn) and the website of the Stock Exchange (www.hkexnews.hk) on 5 December 2014

• “2016 Prospectus the prospectus (application proof submitted on 12 September (Application Proof)” 2016) in relation to the proposed A Share Issue, please refer to the announcements dated 14 October 2016 on the CSRC’s website (www.csrc.gov.cn) and the website of the Stock Exchange (www.hkexnews.hk)

• “A Share(s)” the ordinary share(s) subscribed for in RMB, which are proposed to be issued by the Company in connection with the A Share Issue, details of which are disclosed in the announcement of the Company dated 29 September 2016 and the circulars of the company dated 29 October 2014, 20 November 2015 and 8 March 2016

• “A Share Issue” the proposed initial public offering of no more than 877,205,000 A Shares by the Company, which will be listed on Shanghai Stock Exchange, details of which are disclosed in the announcement of the Company dated 29 September 2016 and the circulars of the company dated 29 October 2014, 20 November 2015 and 8 March 2016

• “Board” the Board of Directors “Company” Central China Securities Co., Ltd. (中原 證 券股份有限公司) (carrying on business in Hong Kong as “中州證券”), a joint stock company incorporated on 8 November 2002 in Henan Province, the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange

• “CSRC” China Securities Regulatory Commission

• “Director(s)” director(s) of the Company “Domestic Share(s)” issued ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for or credited as fully paid in RMB

• “Domestic Shareholder(s)” holder(s) of Domestic Share(s)

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

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“H Share(s)”	overseas listed foreign ordinary share(s) in the share capital of
	the Company with a nominal value of RMB1.00 each, which are
	listed on the Main Board of the Stock Exchange
“H Shareholder(s)”	holder(s) of H Share(s)
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China, excluding, for the purpose of this
	announcement only, Hong Kong, Macau Special Administrative
	Region of the PRC and Taiwan
“PRC GAAP”	Accounting rules and regulations governing the Chinese
	companies
“Relevant Periods”	each of the years ended 31 December 2013, 31 December 2014
	and 31 December 2015, and the six months ended 30 June 2016
“RMB”	Renminbi, the lawful currency of the PRC
“Securities and Futures	Securities and Futures Ordinance (Chapter 571 of the Laws of
Ordinance”	Hong Kong)
“Shareholder(s)”	shareholders of the Company
“Share(s)”	the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

By order of the Board of Central China Securities Co., Ltd. JIAN Mingjun Chairman

Henan, the PRC 14 October 2016

As at the date of this announcement, the Board comprises executive Directors Mr. JIAN Mingjun and Mr. ZHOU Xiaoquan, non-executive Directors Mr. LI Xingjia, Mr. WANG Lixin, Mr. ZHANG Qiang, Mr. ZHANG Xiaoqi and Mr. YU Zeyang, and independent non-executive Directors Mr. YUAN Dejun, Mr. YUEN Chi Wai, Mr. NING Jincheng and Mr. YU Xugang.

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