Credit China : Announcements and Notices - Discloseable Transactions in Relation to the Acquisition of the Issued Share Capital of Ping An Securities Group (holdings) Limited and Provision of Financial Assistance

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Ping An Securities Group (Holdings) Limited.

WELL UP (HONG KONG) LIMITED

(Incorporated in Hong Kong with limited liability)

CREDIT CHINA FINTECH HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8207)

PING AN SECURITIES GROUP (HOLDINGS) LIMITED

平安證劵集團（控股）有限公司

(Carrying on business in Hong Kong as PAN Securities Group Limited)

(Incorporated in Bermuda with limited liability)

(Stock Code: 231)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1822)

JOINT ANNOUNCEMENT

1. ISSUANCE OF CONVERTIBLE BONDS UNDER GENERAL MANDATE;
2. SALE AND PURCHASE OF SHARES IN PING AN SECURITIES GROUP (HOLDINGS) LIMITED BY WELL UP (HONG KONG) LIMITED;
3. POSSIBLE CONDITIONAL MANDATORY GENERAL CASH OFFERS BY CHINA GALAXY INTERNATIONAL SECURITIES (HONG KONG) CO., LIMITED AND HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED ON BEHALF OF THE OFFEROR TO ACQUIRE ALL OF THE ISSUED SHARES AND ALL OUTSTANDING CONVERTIBLE BONDS OF PING AN SECURITIES GROUP (HOLDINGS) LIMITED (OTHER THAN THOSE ALREADY ACQUIRED BY OR AGREED TO BE ACQUIRED BY THE OFFEROR AND ITS CONCERTED PARTIES); AND
4. DISCLOSEABLE TRANSACTIONS FOR CREDIT CHINA FINTECH HOLDINGS LIMITED AND

HONGDA FINANCIAL HOLDING LIMITED IN RELATION TO

1. THE ACQUISITION OF THE ISSUED SHARE CAPITAL OF PING AN SECURITIES GROUP (HOLDINGS) LIMITED AND
2. PROVISION OF FINANCIAL ASSISTANCE

Joint Financial Advisers to Well Up (Hong Kong) Limited THE NEW CB SUBSCRIPTION AGREEMENT

On 20 January 2017 (after trading hours), the Company and Topsource entered into the New CB Subscription Agreement whereby Topsource has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue, the New Convertible Bonds for the aggregate principal amount of HK$200 million pursuant to the terms and conditions set out therein.

As at the date of this joint announcement, the Company had a total of 18,895,052,012 Shares in issue. Upon exercise of the conversion rights attaching to the New Convertible Bonds in full and assuming no adjustment of the initial exercise price and no allotment and issuance of shares upon exercise of conversion rights attached to the Existing Convertible Bonds, a total of approximately 2,083,333,333 Conversion Shares will be allotted and issued, which represent (i) approximately 11.03% of the entire issued share capital of the Company as at the date of this joint announcement, and (ii) approximately 9.93% of the issued share capital as enlarged by the issue of the Conversion Shares in full.

The Conversion Shares will be issued pursuant to the General Mandate or a refreshed general mandate and the proceeds from the New CB Subscription Agreement will be used for full redemption of the 2017 Convertible Bonds and/or to increase the working capital of the securities business of the Group.

The Company will apply to the Listing Committee for the listing of, and permission to deal in, the Conversion Shares.

No listing of the New Convertible Bonds will be sought on the Stock Exchange or any other stock exchanges.

THE SHARE SALE AND PURCHASE AGREEMENT

On the same date as the New CB Subscription Agreement, the Company was informed by the Sellers that on 20 January 2017 (after trading hours), the Offeror entered into the Share Sale and Purchase Agreement with the Sellers, the Guarantor and the Buyer's Guarantor, pursuant to which the Offeror conditionally agreed to purchase, and the Sellers conditionally agreed to sell the Sale Shares, being an aggregate of 6,911,498,463 Shares, representing approximately 36.58% of the entire issued share capital of the Company at the date of this joint announcement, for a total consideration of HK$663,503,852 (equivalent to HK$0.096 per Sale Share) in cash, which was agreed between the Offeror and the Sellers after arm's length negotiations with reference to, among other things, (i) the price performance of the Shares prior to the Last Trading Day; (ii) the latest published consolidated net asset value per Share of the Company; and (iii) the financial performance of the Group.

Completion is to take place on the seventh day after the last of the conditions is fulfilled (or otherwise waived) or any other date mutually agreed between the Sellers and the Offeror. Immediately after Completion, Mr. Cheung will be interested in the 2020 Convertible Bonds in the principal amount of HK$25,000,000 convertible into 125,000,000 Shares at the conversion price of HK$0.20 and the 2017 March Convertible Bonds in the principal amount of HK$48,900,000. Save as disclosed, the Sellers will not hold any interest in the Company.

POSSIBLE CONDITIONAL MANDATORY GENERAL CASH OFFERS

As at the date of this joint announcement, the Offeror and its Concerted Parties did not have control or direction over any Shares, options, derivatives, warrants or securities which are convertible into or exchangeable for securities of the Company or any other interests in the issued share capital or voting rights of the Company. Upon Completion, the Offeror and its Concerted Parties will be interested in a total of 6,911,498,463 Shares, representing approximately 36.58% of the entire issued share capital of the Company and the New Convertible Bonds with an aggregate amount of HK$200 million. Pursuant to Rule 26.1 of the Code, the Offeror will be required to make a conditional mandatory general cash offer for all the issued Shares (other than those Shares already owned or agreed to be acquired by the Offeror and its Concerted Parties at the time when the Share Offer is made) (assuming no further Shares are issued or repurchased by the Company up to the Offers Closing Date, whether pursuant to the exercise of the conversion rights attaching to the Convertible Bonds or otherwise). The Offeror will also be required to make the Convertible Bonds Offers pursuant to Rule 13 of the Code.

The Offers are conditional on valid acceptances of the Share Offer being received (and not, where permitted, withdrawn) by 4:00 p.m. on or prior to the Offers Closing Date (or such later time(s) and/or date(s) as the Offeror may decide and the Executive may approve) in respect of such number of Shares which, together with the Shares already owned or agreed to be acquired before or during the Offers, would result in the Offeror and its Concerted Parties holding more than 50% of the voting rights in the Company.

The Offers will be made by China Galaxy and Haitong International Securities on behalf of the Offeror, on the following basis:

The Share Offer

For each Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.096 in cash

The Share Offer Price is the same as the price per Share paid by the Offeror under the Share Sale and Purchase Agreement which was arrived at after arm's length negotiation between the Offeror and the Sellers.

The Share Offer will be extended to all Shareholders other than the Offeror and its Concerted Parties in accordance with the Code. The Shares to be acquired under the Share Offer shall be acquired free from any Encumbrance and with all rights, including dividend rights, attached or accruing to them on and from the date of the Composite Document.

The 2020 Convertible Bonds Offer

For every HK$5,000,000 face value of the outstanding

2020 Convertible Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$2,400,000 in cash

As at the date of this joint announcement, the Company had outstanding 2020 Convertible Bonds in the aggregate principal amount of HK$100,000,000 convertible into 500,000,000 new Shares.

The 2020 Convertible Bonds Offer will apply to all outstanding 2020 Convertible Bonds in issue on the date on which the 2020 Convertible Bonds Offer is made and will not apply to any Convertible Bonds which are or have been redeemed or converted into Shares prior to the Offers Closing Date.

The offer price for the 2020 Convertible Bonds Offer is determined in accordance with Practice Note 6 to the Code as the "see-through" consideration for the 2020 Convertible Bonds being the maximum number of Shares which the outstanding principal amount of the 2020 Convertible Bonds can be converted into (being approximately 500,000,000 Shares) multiplied by the Share Offer Price (of HK$0.096 per Share), thus valuing the total 2020 Convertible Bonds Offer at approximately HK$48,000,000.

The 2017 Convertible Bonds Offer

For every HK$100,000 face value of the outstanding

2017 Convertible Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$58,895.7 in cash

As at the date of this joint announcement, the Company had outstanding 2017 Convertible Bonds with an aggregate amount of HK$157.7 million convertible into 967,484,661 new Shares.

The Convertible Bonds Offer will apply to all outstanding 2017 Convertible Bonds in issue on the date on which the 2017 Convertible Bonds Offer is made and will not apply to any 2017 Convertible Bonds which are or have been redeemed or converted into Shares prior to the Offers Closing Date.