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Central China Securities Co., Ltd 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 “中原證券股份有限公司” and carrying on business in Hong Kong as “中州證券”) (Stock Code: 01375) ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2017 The board (the “Board”) of directors (the “Directors”) of Central China Securities Co., Ltd. (the “Company”) hereby announces the audited annual results of the Company and its subsidiaries for the year ended 31 December 2017. This annual results announcement, containing the full text of the 2017 annual report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcements of annual results and have been reviewed by the audit committee of the Company. The printed version of the Company’s 2017 annual report will be dispatched to the shareholders of the Company and available for viewing on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk, the website of the Shanghai Stock Exchange at www.sse.com.cn and the website of the Company at www.ccnew.com around mid-April 2018. By order of the Board of Central China Securities Co., Ltd. Jian Mingjun Chairman Henan, the PRC 29 March 2018 As at the date of this announcement, the Board comprises executive Director Mr. JIAN Mingjun, 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. TABLE OF CONTENTS Important 2 Material Risk Alert 3 Section 1 Definitions 4 Section 2 Company Profile and Key Financial Indicators 8 Section 3 Summary of the Company's Business 41 Section 4 Report of the Board of Directors 47 Section 5 Significant Events 102 Section 6 Changes in Ordinary Shares and Shareholders 123 Section 7 Preference Shares 132 Section 8 Directors, Supervisors, Senior Management and Staff 133 Section 9 Corporate Governance 150 Section 10 Corporate Bonds 184 Section 11 Financial Report 196 Section 12 Documents Available for Inspection 197 Section 13 Information Disclosure of Securities Company 198 Independent Auditor’s Report 202 Annual Report 2017 Central China Securities Co., Ltd. Ltd. China Securities Co., Central 1 IMPORTANT The Board, Supervisory Committee and Directors, Supervisors and senior management of the Company undertake that this annual report is true, accurate, complete and without any false record, misrepresentation or material omission and are severally and jointly liable therefor. This report has been deliberated and approved at the 49th meeting of the fifth session of the Board and the 20th meeting of the fifth session of the Supervisory Committee where all directors and supervisors were present respectively. No Directors, Supervisors or senior management declared that they could not guarantee nor had any objection to the truthfulness, accuracy and completeness of this report. The annual financial report for 2017 prepared by the Company in accordance with the International Financial Reporting Standards and China’s Accounting Standard for Business Enterprises has been audited by PricewaterhouseCoopers and ShineWing Certified Public Accountants (Special General Partnership) respectively with respective standard unqualified auditing reports produced for the Company. All amounts set out in this report are stated in RMB unless otherwise stated. The person in charge of the Company and the chief financial officer Mr. Jian Mingjun, Chief Accountant Mr. Li Zhaoxin and Officer-in-charge of the accounting institution (the head of financial division) Mr. Guo Liangyong declare that they undertake the financial reports in this report are true, accurate and complete. The Company’s profit distribution plan approved by the Board for the second half of 2017 shall be a cash dividend of RMB0.35 for every 10 shares (tax inclusive) which is subject to approval of the general meeting of the Company. The Company has distributed the interim dividends of RMB0.73 for every 10 shares (tax inclusive) for 2017 in October 2017. The forward-looking statements in this report such as future plans and development strategies do not constitute an actual commitment of the Company to investors. Investors and related persons should understand the difference between plans, forecasts and commitments and be aware of the investment risks. There is no appropriation of fund by the controlling shareholder and its related (connected) parties for non-operating purpose during the Reporting Period. Annual Report 2017 There is no provision of external guarantee in violation of the stipulated decision making procedure during the Reporting Period. This report has been prepared by the Company in both Chinese and English languages. When there are any discrepancies in interpretation between the Chinese version and English version of this report, the Chinese version shall prevail. Central China Securities Co., Ltd. Ltd. China Securities Co., Central 2 MATERIAL RISK ALERT The Company’s business is largely dependent on the Chinese economy and market condition as most assets of the Company are located in China and the income is mainly derived from domestic security market. The operating results of the Company and the performance of the security market are strongly correlated. The security market is relatively cyclical and volatile as it may be affected by a number of factors, including macroeconomic performance and policies, the level of market development, fluctuations in financial market and investors’ actions. In the face of intense competition in China’s securities industry, the Company’s business may be materially and adversely affected if it fails to compete effectively. The challenges from internet finance in recent years have already led to a declining commission rate of the Company’s brokerage business. The commission rates of securities brokerage business may continue to go downward, the trading volume in and the activity of the market can hardly remain at a high level continuously, and the spreads of capital-based intermediary business may further narrow down, all of which may adversely affect the Company’s profit growth. As the capital market reform continues to develop, the Company’s investment banking business will be challenging in terms of customer base expansion, pricing and ability in distribution, which may cause adverse impact on the income of the Company’s investment banking business. Besides, along with the intensified competitions in the asset management industry and deleveraging of the financial sector, the asset under management of the Company may be reduced, which may result in a negative impact on the asset management fees or performance rewards charged by the Company. Since the performance of the Company’s investment and trading business and that of domestic security market are closely related, it may be difficult for the Company to effectively defend itself from market risks in the event of extreme security market condition and inadequate hedging strategies. Against the backdrop of continuous industry innovation, the Company has been committed to providing its customers with new products and services in order to strengthen its competitive position in the industry. However, business innovation leads to new risk exposures to the Company. Moreover, the Company’s operation relies on the management and professionals. Due to keen market competition for this kind of talents, failure in attracting or retaining these talents may have adverse impact on the Company’s business. The Company has received a Class A regulatory rating from CSRC for three consecutive years. However, the Company does not rule out the possibility of the risks of downward adjustment of regulatory rating in the future, which would result in the limitations of the Company’s ability to commence pilot programs and new businesses. The Company manages risks according to internal risk management framework and procedures, but certain risk management measures are based on historical market data or past experience which may fail to predict future risks accurately, especially those on extreme market events lacking effectiveness. The Company has further Annual Report 2017 exposure to various risks, such as failure of information technologies, which would result in adverse impact on business operation. Any force majeure may have material adverse impact on the Company’s business, financial conditions and operating results. For the risks in the Company’s operation, investors are advised to carefully read the relevant parts in Section 4 III.“(IV) Potential risks” in this report. Central China Securities Co., Ltd. Ltd. China Securities Co., Central 3 SECTION 1 DEFINITIONS I. DEFINITIONS In this report, unless the context otherwise requires, the following terms and expressions have the meaning set forth below: DEFINITIONS OF COMMON TERMS The Company, Company, Central China Securities Co., Ltd. Parent Company or Central China Securities
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