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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")
This announcement is made by the board (the "Board") of directors (the "Directors") of Central China Securities Co., Ltd. (the "Company") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong). Unless otherwise defined, capitalised terms used herein have the same meanings as defined in the announcement of the Company dated 28 October 2015.
Reference is made to the announcement of the Company dated 28 October 2015 in relation to the Company obtaining the consent from the Henan Government to take lead as the largest shareholder in the establishment of the Life Insurance Company. As at the date of this announcement, the Board announced that the Company proposed to act as the main promoter in the establishment of the Life Insurance Company, the registered capital of which was tentatively proposed to be Renminbi ("RMB") 3 billion. The Company contemplated to contribute RMB360 million and Henan Investment Group Co., Ltd. ("Henan Investment Group") contemplated to contribute RMB240 million to the registered capital of the Life Insurance Company, upon completion of the said capital contribution the Company and Henan Investment Group were expected to hold 12% and 8% of the equity interest in the Life Insurance Company respectively.
In relation to its development target and positioning, the Life Insurance Company would be committed towards a market-oriented approach for its operation, and develop into a nation-wide leading life insurance company with extensive influence over society and emphasis on its social responsibilities in accordance with new philosophies and models of development of modern financial enterprises.
As at the date of this announcement, the Company is still undergoing negotiations in relation to the contemplated transactions as mentioned above, and no definitive terms or formal agreement has been agreed upon or entered into. At the same time, as at the date of this announcement, Henan Investment Group holds approximately 27.017% of the issued share capital of the Company and is the largest substantial shareholder of the Company within the meaning of the Listing Rules. Pursuant to Rule 14A.07(1) of the Listing Rules, Henan Investment Group is a connected person of the Company. 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 Life Insurance Company 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 MingjunChairman
Henan, the PRC
12 December 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.