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.

Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer to sell or the solicitation of an offer to buy securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy thereof may be taken into or distributed in the United States. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States or other jurisdiction and the securities may not be offered or sold, or, in the case of bearer securities, delivered within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws.



(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6837) VOLUNTARY ANNOUNCEMENT DRAWDOWN UNDER THE MEDIUM TERM NOTE PROGRAMME

The Board is pleased to announce that on 22 May 2014, the Company, the Guarantor, the Issuer and the Joint Lead Managers entered into the Subscription Agreement to offer and issue the Notes in an aggregate principal amount of CNY500,000,000 on 30 May 2014 outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The Notes will be offered and issued pursuant to a drawdown under the Programme.
The Company entered into a Keepwell Deed with the Issuer, the Guarantor and the trustee for the holders of the Notes when the Programme was established on 16 May 2014 whereby the Company has undertaken to provide liquidity support to the Issuer and the Guarantor to ensure timely payment by either of them of any amount due and payable in respect of the Notes and the Guarantee. The Keepwell Deed does not constitute a guarantee by the Company of the obligations to the Issuer and the Guarantor under the Notes.
Application has been made for the listing of the Notes on the Stock Exchange by way of debt issues to professional investors (as defined under the SFO) only and such permission is expected to become effective on or about 3 June 2014.

DRAWDOWN UNDER THE MEDIUM TERM NOTES PROGRAMME BY THE ISSUER

The Board is pleased to announce that on 22 May 2014, the Company, the Guarantor, the Issuer and the Joint Lead Managers entered into the Subscription Agreement to offer and issue the Notes in an aggregate principal amount of CNY500,000,000 on 30 May 2014 outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The Notes will be offered and issued pursuant to a drawdown under the Programme.

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The Company entered into a Keepwell Deed with the Issuer, the Guarantor and the trustee for the holders of the Notes when the Programme was established on 16 May 2014 whereby the Company has undertaken to provide liquidity support to the Issuer and the Guarantor to ensure timely payment by either of them of any amount due and payable in respect of the Notes and the Guarantee. The Keepwell Deed does not constitute a guarantee by the Company of the obligations to the Issuer and the Guarantor under the Notes.

PRINCIPAL TERMS OF THE DRAWDOWN NOTES

Issuer: Unican Limited
Joint Global Coordinators: Standard Chartered Bank (Hong Kong) Limited and Haitong
International Securities Company Limited
Joint Bookrunners and
Joint Lead Managers:
Standard Chartered Bank (Hong Kong) Limited, Haitong International Securities Company Limited, The Hongkong and Shanghai Banking Corporation Limited, UBS AG, Hong Kong Branch, BNP Paribas, Hong Kong Branch, BOCI Asia Limited, Deutsche Bank AG, Hong Kong Branch, ICBC International Capital Limited (as a Joint Bookrunner) and ICBC International Securities Limited (as a Joint Lead Manager)
Issue Currency: Offshore Renminbi
Issue Size: CNY500,000,000
Issue Price: 100% of the aggregate principal amount
Coupon: 5.8% per annum
Issue Date: 30 May 2014
Maturity Date: 30 May 2017
The Issuer intends to use the net proceeds of the Notes for the Guarantor's working capital and general corporate purposes.
Application has been made for the listing of, and permission to deal in, the Notes on the Stock Exchange by way of debt issues to professional investors (as defined in the SFO) only and such permission is expected to become effective on or about 3 June 2014.

Completion of the Subscription Agreement is subject to the satisfaction, or waiver, of the conditions precedent. In addition, the Subscription Agreement may be terminated by the Joint Lead Managers under certain circumstances. As the Subscription Agreement may or may not be completed and the issuance of the Notes may or may not proceed, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

In this announcement, the following expressions have the meaning set out below unless the context otherwise requires:
"Board" the board of directors of the Company
"Company" Haitong Securities Co., Ltd., whose shares are listed on the main board of the Stock Exchange
"CNY" the lawful currency of the PRC
"Guarantee" the guarantee given by the Guarantor for the due payment of all sums expressed to be payable by the Issuer under the trust deed constituting the Notes and the Notes
"Guarantor" UT Capital Group Co., Limited (li� :f� /E:ff� 0 RJ), a wholly owned subsidiary of the Company incorporated in Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Issuer" Unican Limited, a wholly owned subsidiary of the Guarantor incorporated in the British Virgin Islands
"Keepwell Deed" the keepwell deed dated 16 May 2014 entered into among the Company, the Guarantor, the Issuer and the trustee for the holders of the Notes
"Notes" the notes to be offered and issued by the Issuer pursuant to a drawdown under the Programme, as set out in this announcement
"PRC" the People's Republic of China, excluding Hong Kong, the Macau
Special Administrative Region and Taiwan
"Programme" the US$1,000,000,000 guaranteed medium term note programme established by the Issuer on 16 May 2014
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong), as amended
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Subscription Agreement" the subscription agreement dated 22 May 2014 entered into among the Company, the Guarantor, the Issuer and the Joint Lead Managers in relation to the offer and issuance of the Notes

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"US$" the lawful currency of the United States of America
"U.S. Securities Act" the United States Securities Act of 1933, as amended
By order of the Board

Haitong Securities Co., Ltd. WANG Kaiguo

Chairman

Shanghai, the PRC
23 May 2014

As at the date of this announcement, the executive director of the Company is Mr. WANG Kaiguo; the non-executive directors are Mr. ZHUANG Guowei, Mr. ZHOU Donghui, Mr. HE Jianyong, Mr. ZHANG Jianwei, Mr. XU Chao, Mr. WANG Hongxiang, Mr. LI Gewei and Mr. FENG Huang; and the independent non-executive directors are Mr. XIA Bin, Mr. CHEN Qiwei, Mr. ZHANG Huiquan, Mr. ZHANG Ming, Mr. DAI Genyou, Mr. LIU Cheeming and Mr. XIAO Suining.

* For identification purpose only

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