Central China Securities : ANNOUNCEMENT ON THE COMPLETION OF NON-PUBLIC ISSUANCE OF NEW A SHARES

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.

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 "中原証券股份有限公司" and carrying on business in Hong Kong as "中州証券")

(Stock Code: 01375)

ANNOUNCEMENT ON THE COMPLETION OF

NON-PUBLIC ISSUANCE OF NEW A SHARES

References are made to the announcement dated 18 April 2019, the circular dated 21 May 2019, poll results announcement of the annual general meeting for the year 2018, the first A share class meeting in 2019 and the first H share class meeting in 2019 dated 11 June 2019 of Central China Securities Co., Ltd. (the "Company"), in relation to, among other things, this Non-public Issuance, the announcement dated 30 March 2020, the circular dated 20 May 2020 (the "Circular"), poll results announcement of the annual general meeting for the year 2019, the first A share class meeting in 2020 and the first H share class meeting in 2020 dated 10 June 2020 of the Company, in relation to, among other things, the proposed adjustments to the plan of the Non-public Issuance, the announcement dated 5 June 2020 of the Company in relation to the approval obtained from the Issuance Examination Committee of the CSRC on the application of the Non-public Issuance, and the announcement dated 1 July 2020 in relation to the approval obtained from the CSRC on the application of the Non-public Issuance. Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

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The board of directors hereby announces that, on 30 July 2020, the Company completed the Non-public Issuance with the issuance of 773,814,000 new A Shares in total at issue price of RMB4.71 per Share. The information on the target subscribers of the Non-public Issuance and the subscription thereby is as follows:

		Number of
		new A Shares	Amount of
No. Target subscribers	subscribed	subscription
		(Shares)	(RMB)
1	China Pingmei Shenma Chemical Group Limited	63,694,267	299,999,997.57
	(中國平煤神馬能源化工集團有限責任公司)
2	Hebei Guokong Capital Management Co. Ltd.	19,108,280	89,999,998.80
	(河北國控資本管理有限公司)
3	Jiangsu SOHO Holdings Group Co., Ltd.	25,477,707	119,999,999.97
	(江蘇省蘇豪控股集團有限公司)
4	Sunshine Asset Management Corporation Limited	20,382,165	95,999,997.15
	(陽光資產管理股份有限公司)
5	Bay Area Finance Investment (Guangzhou) Co.	31,847,133	149,999,996.43
	Ltd. (灣區產融投資(廣州)有限公司)
6	Generali China Asset Management Co., Ltd.	42,462,845	199,999,999.95
	(中意資產管理有限責任公司)
7	Zi Jianjun (訾建軍)	19,108,280	89,999,998.80
8	China International Capital Corporation Limited	91,295,116	429,999,996.36
	(中國國際金融股份有限公司)
9	CSC Financial Co., Ltd.	25,477,707	119,999,999.97
	(中信建投證券股份有限公司)
10	Guosen Securities Co., Ltd.	19,108,280	89,999,998.80
	(國信證券股份有限公司)
11	Hangzhou Zetong Investment Management Co.	21,443,736	100,999,996.56
	Ltd. (杭州澤桐投資管理有限公司)
12	Caitong Fund Management Co., Ltd.	53,927,813	253,999,999.23
	(財通基金管理有限公司)
13	Henan Railway Investment Co., Ltd.	47,239,915	222,499,999.65
	(河南鐵路投資有限責任公司)
14	CITIC Securities Company Limited	35,031,847	164,999,999.37
	(中信證券股份有限公司)

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			Number of
		new A Shares	Amount of
No. Target subscribers		subscribed	subscription
			(Shares)	(RMB)
15	Jinxiu Zhonghe (Tianjin) Investment Management	39,702,760		186,999,999.60
	Co., Ltd. (錦繡中和(天津)投資管理有限公司)
16	Guotai Junan Securities Co., Ltd.	82,802,547		389,999,996.37
	(國泰君安證券股份有限公司)
17	Shanghai Boshen Investment LP	19,108,280		89,999,998.80
	(上海鉑紳投資中心（有限合夥）)
18	Shanghai Gaoyi Asset Management Partnership	116,595,322		549,163,966.62
	(Limited Partnership)
	(上海高毅資產管理合夥企業(有限合夥))
Total	773,814,000		3,644,663,940.00

The new A Shares subscribed for by the abovementioned investors under the Non-public Issuance shall not be transferred within 6 months from the date of completion of the issuance. Such Shares shall be dealt with according to the relevant rules of the CSRC and the Shanghai Stock Exchange after the expiry of the lock-up period. The Company has completed the procedures for registration, custodian and restrictions on sale relating to the new A Shares under the Non-public Issuance at China Securities Depository and Clearing Company Limited Shanghai Branch on 30 July 2020. According to the aforementioned arrangement of the lock-up period, the new A Shares subscribed for by the abovementioned investors under the Non-public Issuance are expected to be listed for trading on 30 January 2021 (if it falls on a statutory holiday or a rest day, then it shall be postponed to the next trading day).

The pricing benchmark date under the Non-public Issuance shall be the first day of the offering period (10 July 2020) and the base price shall be RMB4.45 per Share, not lower than 80% of the average trading price of the A Shares of the Company during the 20 trading days prior to the pricing benchmark date (i.e. RMB4.45). The Company and the joint lead underwriters under the Non-public Issuance have determined through negotiation the issue price as RMB4.71 per Share based on the status of the market inquiry, in accordance with the principles with price in priority, amount in priority and time in priority.

For further details of the Non-public Issuance, please refer to the "Announcement on Results of the Non-public Issuance of A Shares and Change of Shareholding by Central China Securities Co., Ltd." published by the Company on the website of the Shanghai Stock Exchange on the same date.

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Upon the completion of the Non-public Issuance, the total issued Shares of the Company increased from 3,869,070,700 Shares to 4,642,884,700 Shares, of which, the total issued A Shares increased from 2,673,705,700 Shares to 3,447,519,700 Shares, while the total issued H Shares remain unchanged at 1,195,365,000 Shares. The number of issued Shares of the Company held directly and indirectly by Henan Investment Group Co., Ltd., the controlling shareholder of the Company, remain unchanged at 930,588,847 Shares, while the proportion of shareholding reduced from 24.05% to 20.04%. Based on the publicly available information and to the knowledge of the Directors, the public float of the Company still complies with the requirements for minimum public floats as prescribed in Rule 8.08 of the Hong Kong Listing Rules.

By order of the Board

Central China Securities Co., Ltd.

Jian Mingjun

Chairman

Henan, the PRC

31 July 2020

As at the date of this announcement, the Board comprises executive Directors Mr. JIAN Mingjun and Mr. CHANG Junsheng, non-executive Directors Mr. LI Xingjia, Mr. WANG Lixin, Mr. TIAN Shengchun, Mr. ZHANG Xiaoqi and Mr. LU Benson Cheng, and independent non-executive Directors Mr. YUEN Chi Wai, Mr. NING Jincheng, Mr. YU Xugang and Ms. ZHANG Dongming.

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