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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 “中原証券股份有限公司” and carrying on business in Hong Kong as “中州証券”) (Stock Code: 01375) ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 Reference is made to the announcement of Central China Securities Co., Ltd. (the “Company”) dated 30 March 2020, in relation to the unaudited annual results of the Company and its subsidiaries (the “Group”) for the year ended 31 December 2019. The board (the “Board”) of directors (the “Directors”) of the Company hereby announces the audited annual results of the Group for the year ended 31 December 2019. This annual results announcement, containing the full text of the 2019 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 has been reviewed by the audit committee of the Company. The printed version of the Company’s 2019 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 on or before 30 April 2020. By order of the Board Central China Securities Co., Ltd. JIAN Mingjun Chairman Henan, the PRC 22 April 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. IMPORTANT NOTICE The Board, Supervisory Committee, Directors, Supervisors and senior management of the Company warrant the truthfulness, accuracy and completeness of contents of this report and that there is no false representation, misleading statement contained herein or material omission from this report, for which they will assume joint and several liabilities. This report has been considered and approved at the seventeenth meeting of the sixth session of the Board and the eleventh meeting of the sixth session of the Supervisory Committee where all Directors and Supervisors attended the respective meeting. The annual financial statements for 2019 prepared by the Company in accordance with the International Financial Reporting Standards and China’s Accounting Standard for Business Enterprises have been audited by PricewaterhouseCoopers and ShineWing Certified Public Accountants (Special General Partnership), respectively with respective standard unqualified audit report issued to the Company. Mr. Jian Mingjun, head of the Company, Mr. Chang Junsheng, the person in charge of accounting affairs, Mr. Li Zhaoxin, the Chief Accountant and Mr. Guo Liangyong, head of the accounting department (head of financial division) warrant that the financial statements set out in this report are true, accurate and complete. The Company’s proposed profit distribution plan for the second half of 2019 as considered and approved by the Board is not to distribute a cash dividend, nor capitalize capital reserve into share capital, which is subject to the approval of the shareholders’ general meeting of the Company. The Company has distributed an interim dividend of RMB0.20 for every 10 shares (tax inclusive) for the first half of 2019 in December 2019. The forward-looking statements in this report including future plans and development strategies do not constitute a substantive commitment of the Company to investors. Investors and related persons should understand the difference among plans, forecasts and commitments and be aware of investment risks. There was no appropriation of funds of the Company by the controlling shareholder(s) or its related/connected parties for non-operating purposes during the Reporting Period. The Company had made no guarantee to external parties against the stipulated decision-making process during the Reporting Period. This report has been prepared by the Company in both Chinese and English languages. In the event of any discrepancies between the English version and the Chinese version of this report, the Chinese version shall prevail. Central China Securities Co., Ltd. Annual Report 2019 1 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 securities market. The operating results of the Company and the performance of the securities market are strongly correlated. The securities market is relatively cyclical and volatile as it may be affected by a number of factors, including macro economic performance and policies, the level of market development, fluctuations in financial market and investors’ actions. It may be difficult for the Company to effectively defend itself from market risks in the event of extreme securities market condition and inadequate hedging strategies. As China gradually widens the restrictions to foreign-owned securities companies, foreign investment will keep an ongoing development both in scope and in depth. 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 challenged 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. 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 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, it may lack effectiveness for extreme market events. For example, where there are inadequate countermeasures taken by the Company in connection with the policies issued by the State with a view to preventing and defusing financial risks and stabilising capital market and untimely adjustment to business structure, the financing businesses (such as stock pledge) of the Company may take greater risks, where there are inadequate forecasts to an instant crash appearing in share prices of companies listed in Hong Kong, the Company’s international businesses may take greater risks. The Company has further exposure to various risks, such as failure of information technologies, which would result in adverse impact on business operation. Any force majeure, including but not limited to the outbreak of the COVID-19 in China and some countries and regions abroad since early 2020, may limit the level of economic activity in the affected areas, which may adversely affect the Company’s business, financial conditions and operating results. For the risks in the Company’s operation, investors are advised to refer to IV. (IV) “Potential risks” under Section 4 of this report. 2 Central China Securities Co., Ltd. Annual Report 2019 CONTENT Section 1 Definitions 4 Section 2 Company Profile and Key Financial Indicators 7 Section 3 Summary of the Company’s Business 31 Section 4 Report of the Board of Directors 34 Section 5 Significant Events 78 Section 6 Changes in Ordinary Shares and Information on Shareholders 93 Section 7 Directors, Supervisors, Senior Management and Employees 101 Section 8 Corporate Governance Report 119 Section 9 Information on Corporate Bonds Issued by the Company 147 Section 10 Financial Report 150 Section 11 Documents Available for Inspection 151 Section
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