Central China Securities Co., Ltd. — Capital/Financing Update 2017

Jul 12, 2017

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.

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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)

VOLUNTARY ANNOUNCEMENT – ThE pROpOSEd ESTAbLiShMENT Of hENAN ASSET MANAgEMENT COMpANY LiMiTEd

This announcement is made by Central China Securities Co., Ltd. (the “ Company ”) on a voluntary basis.

In accordance with the relevant laws and regulations of the People’s Republic of China, “The Connected Transaction (關聯交易) Announcement of the Company regarding Establishment of Henan Asset Management Company Limited” has been published on the website of the Shanghai Stock Exchange, a summary of which is set out below:

On July 12, 2017, the 37th meeting of the fifth session of the board of directors of the Company considered and approved the “Proposal on the Establishment of Henan Asset Management Company Limited”, and agreed that the Company shall contribute RMB500 million, together with Henan Investment Group Co., Ltd. (“ henan investment group ”), Dahe Media Investment Company Limited (“ dahe Media ”), Guotou Asset Management Limited (“ guotou Asset Management ”), Henan Zhongyuan Expressway Co., Ltd. (“ Zhongyuan Expressway ”), Zhongyuan Trust Company Limited (“ Zhongyuan Trust ”), Henan Yicheng Holdings Company Limited (“ henan Yicheng ”), Central China Real Estate Group (China) Company Limited (“ CCRE China ”) and Henan Rural Credit Union, to establish the Henan Asset Management Company Limited (tentative name, subject to the final approval from the Administration for Industry and Commerce authorities, hereinafter referred to as “ henan AMC ”). The registered capital of Henan AMC is proposed to be RMB5 billion.

bASiC iNfORMATiON Of hENAN AMC

proposed name	:	Henan Asset Management Company Limited* (河南資產管
		理有限公司) (subject to the final approval from the Henan
		Administration for Industry and Commerce with the pre-approved
		name as the actual name)
business scope	:	Acquisition, management and disposal of non-performing
		assets; investment and asset management; private equity fund
		management; equity custodian management and entrusted asset
		management; management services for corporate insolvency and
		liquidation; merger, acquisition and reorganization; advisory and
		consultancy services for investment, legal and risk management
		issues (excluding securities and futures) (subject to verification by
		the company registration authorities)

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pROpOSEd CApiTAL CONTRibUTiON Of hENAN AMC

The registered capital of Henan AMC is proposed to be RMB5 billion. Details of the capital contributors, forms of contribution, their amounts of capital contribution and percentage of the total capital contribution are listed below:

Name of Capital Contributors form of Contribution Amount of capital contribution (RMb million) Henan Investment Group Cash 1,950 The Company Cash 500 Dahe Media Cash 500 Guotou Asset Management Cash 500 Zhongyuan Expressway Cash 500 Zhongyuan Trust Cash 500 Henan Yicheng Cash 250 CCRE China Cash 250 Henan Rural Credit Union Cash 50 Total 5,000	As a percentage of the total capital contribution (%) 39 10 10 10 10 10 5 5 1
	100

As at the date of this announcement, the Company has not entered into any agreement or transaction in relation to the above matters. This announcement is disclosed on a voluntary basis by the Company to provide its shareholders and potential investors with updated information in relation to the business development of the Company. Meanwhile, as at the date of this announcement, Henan Investment Group holds approximately 20.975% of the issued share capital of the Company and is the largest substantial shareholder of the Company. Henan Investment Group holds approximately 46.429% and 100%, respectively, of the equity interest in Zhongyuan Trust and Henan Yicheng, which are the associates of Henan Investment Group pursuant to Rules 14A.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). Accordingly, Henan Investment Group, Zhongyuan Trust and Henan Yicheng are connected persons of the Company under Rule 14A.07(1) of the Listing Rules. Therefore, the carrying out of the said contemplated transactions (if consummated) will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. The Company will make further announcements on the progress and development of the establishment of the Henan AMC at an appropriate time in accordance with the requirements of relevant laws and regulations (including the Listing Rules) and fulfill the necessary compliance requirements.

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

Henan, the PRC 12 July 2017

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.

* For identification purpose only

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