Ping An Securities : RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES HELD ON THE RECORD DATE

November 01, 2019 at 04:51 am

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this prospectus or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all of your shares in Ping An Securities Group (Holdings) Limited (Carrying on business in Hong Kong as PAN Securities Group Limited), you should at once hand this Prospectus Documents to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A copy of each of the Prospectus Documents, together with the documents specified in the paragraph headed ''13. Documents delivered to the Registrar of Companies'' in Appendix III to this prospectus, have been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility for the contents of any of the Prospectus Documents.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of the Prospectus Documents, make no representation as to their 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 the Prospectus Documents.

Except as otherwise set out in this prospectus, the Rights Issue is not being extended to Shareholders with registered addresses in, or investors who are located or resident in, any jurisdictions outside Hong Kong. This prospectus has not been lodged or registered with any of the relevant authorities in any jurisdiction other than Hong Kong.

PING AN SECURITIES GROUP (HOLDINGS) LIMITED

平安證券集團（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: 00231)

RIGHTS ISSUE ON THE BASIS OF

ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES

HELD ON THE RECORD DATE

Underwriter

Capitalized terms used in this cover page shall have the same meanings as those defined in this prospectus unless otherwise stated.

The latest time for acceptance of, and payment for, the Rights Shares is 4:00 p.m. on Friday, 15 November 2019. The procedures for acceptance of and payment for or transfer of the Rights Shares are set out on page 15 of this prospectus.

The Shares has been dealt in on an ex-rights basis from Tuesday, 22 October 2019. Dealings in the Rights Shares in nil-paid form are expected to take place from Tuesday, 5 November 2019 to Tuesday, 12 November 2019 (both days inclusive). If the conditions of the Rights Issue are not fulfilled or the Underwriting Agreement is terminated, the Rights Issue will not proceed.

The Rights Issue is conditional upon the fulfillment of the conditions set out under the paragraph headed ''Conditions of the Rights Issue under the Underwriting Agreement'' in the section headed ''Letter from the Board'' on page 19 of this prospectus. Accordingly, the Rights Issue may or may not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares and/or nil-paid Rights Shares up to the date when the conditions of the Rights Issue are fulfilled will bear the risk that the Rights Issue could not become unconditional and may not proceed. Shareholders and the public are reminded to exercise caution when dealing in the Shares and the nil-paid Rights Shares. Any party who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

1 November 2019

NOTICES

If any of the conditions of the Rights Issue as set out in the section headed ''Letter from the Board - Conditions of the Rights Issue under the Underwriting Agreement'' of this prospectus is not fulfilled or waived, the Rights Issue will not proceed, in which case a further announcement will be made by the Company at the relevant time.

Shareholders should note that the Shares have been dealt in on an ex-rights basis from Tuesday, 22 October 2019 and that the nil-paid Rights Shares are expected to be dealt from 9:00 a.m. on Tuesday, 5 November 2019 to 4:00 p.m. on Tuesday, 12 November 2019 (both days inclusive). Such dealings will take place when the conditions of the Rights Issue remain unfulfilled. Any person dealing in the securities of the Company up to the date on which all the conditions of the Rights Issue are fulfilled, which is currently expected to be 4:00 p.m. on Tuesday, 19 November 2019, and any person dealing in the Rights Shares in their nil-paid form will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the Shares or the Rights Shares and/or the nil-paid Rights Shares, and if they are in any doubt about their position, they are recommended to consult their professional advisers.

EXCEPT AS OTHERWISE SET OUT IN THIS PROSPECTUS, THE RIGHTS ISSUE IS NOT BEING EXTENDED TO SHAREHOLDERS, BENEFICIAL OWNERS OR INVESTORS WITH R E G I S T E R E D A D D R E S S E S I N , L O C A T E D O R R E S I D E D I N T H E E X C L U D E D JURISDICTIONS. This prospectus has not been lodged or registered with any of the relevant authorities in any jurisdiction other than Hong Kong. This prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the nil-paid Rights Shares or fully-paid Rights Shares or to take up any entitlements to the nil-paid Rights Shares or fully- paid Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. None of the nil- paid Rights Shares, the fully-paid Rights Shares, this prospectus, the PALs and the EAFs will be filed and registered under the securities laws in any of the Excluded Jurisdictions and none of the nil-paid Shares, the fully-paid Rights Shares, this prospectus, the PALs and the EAFs will qualify for distribution under any of the relevant securities laws in any of the Excluded Jurisdictions (other than pursuant to any applicable exceptions as agreed by the Company). Accordingly, the nil-paid Rights Shares may not be offered, sold, pledged, taken up, resold, renounced, transferred or delivered, directly or indirectly, into or within any of the Excluded Jurisdictions absent registration or qualification under the respective securities laws of such Excluded Jurisdictions, or exemption from the registration or qualification requirement under applicable rules of such Excluded Jurisdictions.

Shareholders with registered addresses in, and investors who are located or resided in, the Excluded Jurisdictions are referred to the paragraphs headed ''Letter from the Board - THE RIGHTS ISSUE -

Eligible Shareholders and Ineligible Shareholders'' on page 11 of this prospectus.

Each person acquiring the nil-paid Rights Shares and/or Rights Shares under the Rights Issue will be required to confirm, or be deemed by his acquisition of the nil-paid Rights Shares and/or Rights Shares to confirm, that he is aware of the restrictions on offers and sales of the nil-paid Rights Shares and/or Rights Shares described in this prospectus.

NOTICES

Based on the legal advice of the Company's legal advisers in relation to the laws of the relevant overseas restrictions, the following notices are set out for the attention of the overseas investors in the following jurisdictions:

NOTICE TO INVESTORS IN PRC

According to Article 2 of the ''Several Provisions on the Interconnection Mechanism of the Mainland and Hong Kong Stock Markets'', the interconnection mechanism between the Mainland and Hong Kong stock markets referred to in these Provisions refers to the technical connections established between Shanghai Stock Exchange, the Shenzhen Stock Exchange and the Hong Kong Stock Exchange (hereinafter referred to as the Hong Kong Stock Exchange), so that mainland and Hong Kong investors can buy and sell stocks listed on the other side of the exchange within the scope of the regulations through local securities companies or brokers. The Mainland and Hong Kong stock market trading interconnection mechanism includes the Shanghai-Hong Kong stock market trading interconnection mechanism (hereinafter referred to as Shanghai-Hong Kong Stock Connect) and the Shenzhen-Hong Kong stock market trading interconnection mechanism (hereinafter referred to as Shenzhen-Hong Kong Stock Connect). Therefore, mainland investors can purchase stocks listed on the Hong Kong Stock Exchange within the scope of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect. Chinese law does not prohibit the purchase of Hong Kong-listed shares by mainland investors.

If a Shareholder resident in the PRC and/or any other PRC resident (including both individuals and companies) wishes to invest in nil-paid Rights Shares or fully-paid Rights Shares, he/she/it shall be responsible for complying with relevant laws of the PRC. The Company will not be responsible for verifying the PRC legal qualification of such Shareholder and/or resident and thus, should the Company suffer any losses and damages due to noncompliance with the relevant laws of the PRC by any such Shareholder and/or resident, the Shareholder and/or resident shall be responsible to compensate the Company for the same. The Company shall not be obliged to issue the nil-paid Rights Shares or fully- paid Rights Shares to any such Shareholder and/or resident, if issuing the nil-paid Rights Shares or fully- paid Rights Shares to them does not comply with the relevant laws of the PRC.

NOTICE TO INVESTORS IN AUSTRALIA

This prospectus does not constitute a prospectus or other disclosure document under Part 6D.2 of the Corporations Act 2001 of the Commonwealth of Australia (the ''Corporations Act'') nor does it constitute a product disclosure statement under Part 7.9 of the Corporations Act. This prospectus has not been and will not be lodged with the Australian Securities and Investments Commission (''ASIC''). Accordingly, this prospectus may not contain all of the information which would otherwise be required by Australian law to be disclosed in a disclosure document or product disclosure statement prepared in accordance with the Corporations Act and ASIC does not take any responsibility for its contents. This prospectus is only being made available to existing investors in the Company in circumstances which fall within ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 or which otherwise do not require disclosure under the Corporations Act. This prospectus does not constitute an offer to any other person or to the public generally in Australia. No action has been taken which would permit any public offering of Shares in the Company in Australia. The distribution of this prospectus in Australia may be restricted by law and any failure to comply with such restrictions may constitute a violation of applicable securities laws. If you are in doubt about the contents of this prospectus, you should obtain independent professional advice. The Company is not licensed in Australia to provide financial product advice in respect of the Rights Shares offered by the Company. There is no cooling off period in respect of the Company's Rights Shares offered.

NOTICES

NOTICE TO INVESTORS IN BANGLADESH

This prospectus has not been, and will not be, registered under the laws and regulations of Bangladesh, nor has any regulatory authority in Bangladesh passed comment upon or approved the accuracy or adequacy of this document. This prospectus does not constitute and shall not constitute an offer, invitation or solicitation to any member of the public in Bangladesh to subscribe for the Rights Shares for the purposes of the Securities and Exchange Ordinance, 1969 and Securities and Exchange Commission (Rights Issue) Rules, 2006 of Bangladesh.

NOTICE TO INVESTORS IN BRITISH VIRGIN ISLANDS

This prospectus has not been, and will not be, registered under the laws and regulations of the British Virgin Islands, nor has any regulatory authority in the British Virgin Islands passed comment upon or approved the accuracy or adequacy of this document. This prospectus does not constitute and shall not constitute an offer, invitation or solicitation to any member of the public in the British Virgin Islands to subscribe for the Rights Shares for the purposes of the Securities and Investment Business Act, 2010, of the British Virgin Islands.

NOTICE TO INVESTORS IN CANADA

Neither the nil-paid Rights Shares nor fully-paid Rights Shares may be distributed, directly or indirectly, in any province or territory of Canada or to or for the benefit of any resident of any province or territory of Canada except pursuant to an exemption from the requirement to file a prospectus or rights offering circular with regulatory bodies in the province or territory of Canada in which the offer or sale is made. Any resale of the nil-paid Rights Shares and/or the fully-paid Rights Shares by a resident of Canada or to a resident of Canada must be made in accordance with applicable Canadian securities laws. Purchasers are advised to seek legal advice prior to any resale of the nil-paid Rights Shares and/or the fully-paid Rights Shares to a Canadian resident. This prospectus is being provided to persons resident in Canada for information purposes only.

This prospectus should not be construed as legal, financial or tax advice to any individual, as each individual's circumstances are different. Investors should consult with their own professional advisors regarding their particular circumstances.

This prospectus is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the nil-paid Rights or the Rights Shares described herein in any province or territory of Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this prospectus or the merits of the nil-paid Rights or the Rights Shares, and any representation to the contrary is an offence.

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NOTICES

NOTICE TO INVESTORS IN CHANNEL ISLANDS (JERSEY AND ALDERNEY)

Jersey

The circulation of this prospectus in Jersey is exempt from the requirement to seek the consent of the Jersey Financial Services Commission (the ''JFSC'') pursuant to Article 8 of the Control of Borrowing (Jersey) Law 1958, as amended (''COBO''). For the purposes of the exemption under Article 8 of COBO the offering of the Rights Issue is not an ''offer to the public'' (within the meaning given to that expression under Article 8(4) of COBO), and the Company has no ''relevant connection'' (within the meaning given to that expression under Article 8(7) of COBO) with Jersey. Accordingly, the consent of the JFSC under Article 8 of COBO to the circulation of this prospectus in Jersey is not required and has not been obtained.

Alderney

This prospectus may only be made available, distributed or circulated directly or indirectly to any persons, and the interests described in this prospectus cannot be marketed, offered or sold in or to any persons, in the Bailiwick of Guernsey, including the Island of Alderney (the ''Bailiwick'') other than in compliance with the requirements of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the ''POI Law''), and the regulations enacted thereunder, or any exemption therefrom, including:

by a person licensed to do so under the terms of the POI Law;
by a person who conducts the activities outside of, and without a presence in, Guernsey at the initiation of the investor; or
to those persons regulated by the Guernsey Financial Services Commission (''GFSC'') as licensees under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, as amended, the Insurance Business (Bailiwick of Guernsey) Law, 2002, as amended, the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002, or the Regulation of Fiduciaries, Administration Businesses and Company Directors etc (Bailiwick of Guernsey) Law, 2000, as amended, provided that the activity is carried on by a person who:

is permitted to carry in on in or from within, and under the law of, a designated country or territory which, in the opinion of the Policy & Resources Committee of the States of Guernsey, affords in relation to activities of that description adequate protection to investors;
has his main place of business in that country or territory and does not carry on the activity from a permanent place of business in the Bailiwick;
is recognised as a national of that country or territory by its law; and
has given written notice to the GFSC of the date from which he intends to carry on that activity in or from within the Bailiwick.

NOTICES

NOTICE TO INVESTORS IN GERMANY

The Rights Issue is not a public offering in the Federal Republic of Germany. The Nil Paid Rights and the Rights Shares may only be offered and sold in accordance with the provisions of the Securities Prospectus Act of the Federal Republic of Germany (the '' Securities Prospectus Act'' , Wertpapierprospektgesetz, WpPG) and any other applicable German law. No application has been made under German law to publicly market the Nil Paid Rights and/or the Rights Shares in or out of the Federal Republic of Germany. The Nil Paid Rights and the Rights Shares are not registered or authorised for distribution under the Securities Prospectus Act and accordingly may not be, and are not being, offered or advertised publicly or by public promotion. Therefore, this prospectus is strictly for private use and the offer is only being made to recipients to whom this prospectus is addressed and does not constitute an offer or advertisement to the public. In Germany, the Nil Paid Rights and the Rights Shares will only be available to, and this prospectus and any other offering material in relation to the Nil Paid Rights and the Rights Shares is directed only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2, No. 6 of the Securities Prospectus Act or who are subject of another exemption in accordance with Section 3 para. 2 of the Securities Prospectus Act. Any resale of the Nil Paid Rights and the Rights Shares in Germany may only be made in accordance with the Securities Prospectus Act and other applicable laws.

NOTICE TO INVESTORS IN INDIA

This prospectus is intended solely for the information of the addressee(s) or person(s) in India to whom it is delivered and is not intended for distribution or circulation to any other person. This document is neither a prospectus nor a statement in lieu of the prospectus under Indian law. This prospectus does not constitute an offer or an invitation to the existing shareholders to subscribe to the securities proposed to be issued by the Company. This prospectus not being a prospectus is not and shall not be registered with any authority in India.

NOTICE TO INVESTORS IN IRELAND

If you are in any doubt about the contents of this prospectus or as to the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser (being, in the case of persons resident in Ireland, an adviser authorised or exempt under the Investment Intermediaries Act 1995 of Ireland (as amended) or an authorised investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017, as amended (the ''MiFID Regulations'')) who specialises in advising on the acquisition of shares and other securities.

This prospectus: (i) has not been prepared in accordance with Regulation 2017/1129/EU (as amended, substituted or replaced) (the ''Prospectus Regulation'') or any measures made under the Prospectus Regulation or the laws of any EU Member State or EEA treaty adherent state that implements the Prospectus Regulation or those measures, including the European Union (Prospectus) Regulations 2019 and the Central Bank (Investment Market Conduct) Rules 2019 (together, the ''Irish Prospectus Regulations''); and (ii) has not been reviewed, prior to its being issued, by any regulatory authority in any EU Member State or EEA treaty adherent state, and therefore may not contain all the information required where a document is prepared pursuant to that Prospectus Regulation or those laws, including the Irish Prospectus Regulations.

For the avoidance of doubt, this prospectus does not constitute a prospectus for the purposes of the Prospectus Regulation and relevant implementing measures in Ireland.

NOTICES

No action may be taken with respect to the Rights Shares in Ireland otherwise than in conformity with the provisions of (i) the MiFID Regulations, or any codes of conduct issued in connection therewith and the provisions of the Irish Investor Compensation Act 1998; (ii) the Irish Companies Act 2014, the Irish Central Bank Acts 1942 to 2018 and any code of conduct rules made under Section 117(1) of the Irish Central Bank Act 1989; (iii) the Irish Prospectus Regulations or, as applicable, section 1363 of the Irish Companies Act 2014 by the Central Bank of Ireland (the ''Central Bank''); and (iv) the Market Abuse Regulation (Regulation (EU) 596/2014) and any rules issued under section 1370 of the Irish Companies Act 2014 by the Central Bank.

Nothing herein shall constitute, or is intended to constitute, or shall be treated as constituting or shall be deemed to constitute, any offer or sale of the Rights Shares to the public or the marketing of a collective investment scheme or any other form of offer, sale, marketing, advertising or provision of facilities for the participation by the public, as beneficiaries, in profits or income arising from the acquisition, holding, management or disposal of securities or any other property whatsoever, otherwise than in accordance with the provisions of the Prospectus Regulation, the Irish Prospectus Regulations, EU prospectus law and Irish prospectus law (each as defined in Chapter 1 of Part 23 of the Companies Act 2014), the Central Bank Acts 1942-2018, the Unit Trusts Act, 1990 (as amended), the MiFID Regulations, the Investment Intermediaries Act, 1995 (as amended) and any regulations made thereunder and any codes of conduct, guidance and any other requirements issued in connection therewith (as each of the foregoing may be amended, supplemented, varied and/or replaced from time to time) (the ''Irish Securities Laws'').

The materials relating to the Rights Shares do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.

The Company will not be regulated by the Central Bank by virtue of issuing the Rights Shares. Any investment in the Rights Shares does not have the status of a bank deposit and is not subject to the deposit protection scheme operated by the Central Bank or any other government guarantee scheme.

NOTICE TO INVESTORS IN ISLE OF MAN

This prospectus has not been, and is not required to be, filed or lodged with any regulatory or other authority in the Isle of Man. The Company is not subject to any regulatory approval in the Isle of Man. Investors in the Company are not protected by any statutory compensation arrangements in the event of the Company's failure and the Isle of Man Financial Services Authority does not vouch for the financial soundness of the Company or for the correctness of any statements made or opinions expressed with regard to it.

NOTICE TO INVESTORS IN MACAU

There are no legal restrictions in the Macau Special Administrative Region of the People's Republic of China (the ''Macau SAR'') which prohibits the Rights Issue to be extended to the Macau Shareholders, and there are no securities laws or other similar laws in the Macau SAR that limits the Rights Issue to be offered to the Macau Shareholders. Accordingly, the following do not require any filing or registration with any Macau SAR authority or compliance with any Macau SAR legislation or regulations: (i) registration with any Macau SAR authority of any document related to the Rights Issue; sending such documents or any documents or materials relating to the Rights Issue to the Macau Shareholders; making/offering the Rights Issue available to the Macau Shareholders; and delivering of the certificates of the issued Rights Shares to the Macau Shareholders. As such, the Rights Shares in both

NOTICES

nil-paid and fully-paid forms are not required to be registered with any authority in Macau under the laws and regulations of Macau SAR and this prospectus and the PAL may be despatched to the Overseas Shareholders with registered addresses in Macau SAR without any restrictions.

NOTICE TO INVESTORS IN NEW ZEALAND

This prospectus may not be circulated, distributed, forwarded, delivered or redistributed, electronically or otherwise, to persons within New Zealand. This prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with any applicable securities laws in New Zealand. This document may not contain all the information that an investment statement or prospectus prepared under New Zealand law is required to contain. There will be no public offer of the Rights Shares in New Zealand.

NOTICE TO INVESTORS IN THE PHILIPPINES

This prospectus has not been and will not be registered with the Securities and Exchange Commission of the Philippines under the Securities Regulation Code (the ''Code'').

Accordingly, the Rights Issue may not be offered or sold, directly or indirectly, in the Philippines or to or for the benefit of any person (natural or juridical) in the Philippines, except if such offer or sale qualifies as an exempt transaction or is otherwise in compliance with the applicable registration requirements under the Code.

NOTICE TO INVESTORS IN THE KINGDOM OF SAUDI ARABIA

This prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom of Saudi Arabia (the ''Capital Market Authority'').

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document/prospectus.

NOTICE TO INVESTORS IN SINGAPORE

This prospectus and any other document or material issued in connection with the offer of Rights Shares has not been and will not be lodged with or registered as a prospectus in Singapore under the Securities and Futures Act (Chapter 289) of Singapore (''SFA''). The offer of the Rights Shares is made in reliance on the offering exemption under section 273(1)(cd) of the SFA. This prospectus and any other document or material in connection with the offer of the Rights Shares may not be circulated or distributed, nor may the Rights Shares be offered or sold, whether directly or indirectly, to any person in Singapore other than to a member of the Company pursuant to section 273(1)(cd) of the SFA or otherwise pursuant to, and in accordance with the conditions of an exemption under section 274 or section 275, or where applicable, section 276 of the SFA.

NOTICE TO INVESTORS IN SPAIN

Neither the Rights Issue nor the Rights Shares nor the Prospectus Documents have been or will be registered with the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores). Accordingly, neither the Rights Issue nor the Rights Shares may be offered, sold or distributed in Spain nor any document or offer material be distributed in Spain or targeted at Spanish resident investors except in circumstances which do not constitute a public offering (oferta pública) of securities within the

vii

NOTICES

meaning of article 35 of the reinstated text of the Securities Market Law, as approved by Royal Legislative Decree 4/2015 of 23 October (texto refundido de la Ley del Mercado de Valores, aprobado por el Real Decreto Legislativo 4/2015 de 23 de octubre) and Royal Decree 1310/2005 of 4 November on admission to listing and on issues and public offers of securities (Real Decreto 1310/2005 de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, de Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), both as amended, and supplemental rules enacted thereunder or in substitution thereof from time to time.

NOTICE TO INVESTORS IN SRI LANKA

The nil-paid Rights and the Rights Shares are not required to be registered with the Securities and Exchange commission of Sri Lanka established under Act no. 36 of 1987 as amended by act no. 26 of 1991, act no. 18 of 2003 and act NO. 47 OF 2009 and this prospectus may be dispatched to Overseas Shareholders with registered addresses in Sri Lanka without any restrictions, provided that this prospectus and other documents related to the Rights Issue are delivered to Overseas Shareholders with registered address in Sri Lanka under The Companies act No. 07 of 2007 of Sri Lanka. In view of the above, the Directors have decided to extend the Rights Issue to Overseas Shareholders with registered addresses in Sri Lanka, and such Overseas Shareholders are Eligible Shareholders subject to the restrictions and limitations above mention under the FOREIGN EXCHANGE ACT, NO. 12 OF 2017 Sri Lanka.

NOTICE TO INVESTORS IN TAIWAN

The Rights Shares have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan and/or any other regulatory authorities of Taiwan pursuant to relevant securities laws and regulations of Taiwan and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitute an offer or a solicitation of an offer within the meaning of the Securities and Exchange Act or relevant laws and regulations of Taiwan that requires a registration, filing or approval of the Financial Supervisory Commission of Taiwan and/or any other regulatory authorities of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the shares in Taiwan. The Rights Shares may not be offered or sold in Taiwan. No person or entity in Taiwan has been authorised to offer or sell the Rights Shares in Taiwan.

NOTICE TO INVESTORS IN UNITED KINGDOM

Neither this prospectus nor any other document relating to the Rights Issue has been delivered for approval to the Financial Conduct Authority in the United Kingdom. No prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (''FSMA'')) has been published or is intended to be published in relation to the Rights Issue. Accordingly, the nil-paid Rights and the Rights Shares referred to in this prospectus may not be, and are not being, offered to the public in the United Kingdom under section 85(1) FSMA except in circumstances where section 86(1) FSMA applies. Any Shareholder or Beneficial Owner in the United Kingdom who takes up Rights Shares shall be deemed to represent and warrant that he/she/it is not taking up those Rights Shares on behalf of other persons in the United Kingdom. This prospectus should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

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NOTICES

This prospectus is not a financial promotion to which section 21(1) FSMA applies since article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ''Order''), as amended, removes the financial promotion restriction from communications (which are communicated by a body corporate to its members) which relates to shares in the share capital of the body corporate. The investments to which this prospectus relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, persons (i) who fall within article 43 of the Order, as amended, or (ii) to whom it may otherwise be lawfully communicated (the ''relevant persons''). Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

FORWARD-LOOKING STATEMENTS

All statements in this prospectus other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements may be identified by the use of words such as ''might'', ''may'', ''could'', ''would'', ''will'', ''expect'', ''intend'', ''estimate'', ''anticipate'', ''believe'', ''plan'', ''seek'', ''continue'', ''illustration'', ''projection'' or similar expressions and the negative thereof. Forward-looking statements in this prospectus include, without limitation, statements in respect of the Group's business strategies, product offerings, market position, competition, financial prospects, performance, liquidity and capital resources, as well as statements regarding trends in the relevant industries and markets in which the Group operates, technological advances, financial and economic developments, legal and regulatory changes and their interpretation and enforcement.

The forward-looking statements in this prospectus are based on management's present expectations about future events. Management's present expectations reflect many assumptions regarding the Group's strategy, operations, industry, developments in the credit and other financial markets and trading environment. By their nature, they are subject to known and unknown risks and uncertainties, which could cause actual results and future events to differ materially from those implied or expressed by forward-looking statements. Should one or more of these risks or uncertainties materialise, or should any assumptions underlying forward-looking statements prove to be incorrect, the Group's actual results could differ materially from those expressed or implied by forward-looking statements. Additional risks not known to the Group or that the Group does not currently consider material could also cause the events and trends discussed in this prospectus not to occur, and the estimates, illustrations and projections of financial performance not to be realised.

Prospective investors are cautioned that forward-looking statements speak only as at the date of publication of this prospectus. Except as required by applicable law, the Group does not undertake, and expressly disclaims, any duty to revise any forward-looking statement in this prospectus, be it as a result of new information, future events or otherwise.

	CONTENTS
		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
TERMINATION OF THE UNDERWRITING AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I	- FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II	- UNAUDITED PRO FORMA FINANCIAL INFORMATION OF
	THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

the excess application form(s) for application of excess Rights Shares proposed to be issued to the Eligible Shareholders in connection with the Rights Issue

the announcement of the Company dated 11 October 2019, in relation to, among other things, the Rights Issue

DEFINITIONS

In this prospectus, the following expressions shall have the following meanings unless the context otherwise requires:

''Announcement''

''Board''	the board of Directors
''Business Day''	a full day upon which the Stock Exchange is open for dealings
''CCASS''	the Central Clearing and Settlement System established and
	operated by HKSCC
''Company''	Ping An Securities Group (Holdings) Limited (carrying business
	in Hong Kong as PAN Securities Group Limited), a company
	incorporated in the Bermuda with limited liability, the Shares of
	which are listed on the main board of the Stock Exchange
''Company Ordinance''	the Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong)
''Company (WUMP) Ordinance''	the Companies (Winding Up and Miscellaneous Provisions)
	Ordinance (Chapter 32 of the Laws of Hong Kong)
''connected person(s)''	has the meaning ascribed thereto under the Listing Rules
''Controlling Shareholder''	has the meaning ascribed thereto under the Listing Rules
''Convertible Bonds''	three outstanding convertible bonds: (i) HK$100,000,000 0%
	convertible bonds issued by the Company on 25 September 2015,
	(ii) HK$100,000,000 5% convertible bonds issued by the
	Company on 27 February 2017, and (iii) HK$90,000,000 6%
	convertible bonds issued by the Company on 26 March 2019
''Despatch Date''	Friday, 1 November 2019, being the expected date of despatch of
	the Prospectus Documents (or such later date as may be agreed
	between the Company and the Underwriter)
''Director(s)''	the director(s) of the Company
''EAF(s)''

	DEFINITIONS
''Excluded Jurisdiction(s)''	being the jurisdictions in respect of which the Directors have
	determined, in accordance with Rule 13.36(2)(a) of the Listing
	Rules, that it is necessary or expedient not to offer Rights Shares
	to Shareholders in such jurisdiction on account either of the legal
	restrictions under the laws of such jurisdiction or the requirements
	of a relevant regulatory body or stock exchange in such
	jurisdictions, including Australia, Bangladesh, Canada, Channel
	Islands, France, Germany, India, New Zealand, Philippines, Saudi
	Arabia and the United Kingdom
''Final Acceptance Date''	such date as the Company may approve as the last date for
	acceptance and payment in respect of provisional allotments
	under the Rights Issue, provided that if there is a tropical cyclone
	warning signal number 8 or above, or ''extreme conditions''
	caused by super typhoon, or a ''black'' rainstorm warning: (a) is/
	are in force in Hong Kong at any local time before 12:00 noon and
	no longer in force after 12:00 noon on Friday, 15 November 2019.
	Instead, the latest time of acceptance of and payment for the
	Rights Shares and for application and payment for excess Rights
	Shares will be extended to 5:00 p.m. on the same Business Day; or
	(b) is/are in force in Hong Kong at any local time between 12:00
	noon and 4:00 p.m. on Friday, 15 November 2019. Instead, the
	latest time of acceptance of and payment for the Rights Shares and
	for application and payment for excess Rights Shares will be
	rescheduled to 4:00 p.m. on the following Business Day which
	does not have either of those warnings in force at any time
	between 9:00 a.m. and 4:00 p.m.
''Group''	the Company and its subsidiaries
''HK$''	the lawful currency of Hong Kong dollars
''HKSCC''	Hong Kong Securities Clearing Company Limited
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Independent Third Party(ies)''	any third party(ies) independent of and not connected with the
	Company and its connected persons
''Last Trading Day''	11 October 2019, being the last trading day of the Shares prior to
	the entering into the Underwriting Agreement
''Latest Practicable Date''	29 October 2019, being the latest practicable date prior to the
	printing of this prospectus for ascertaining certain information
	contained herein
''Listing Committee''	has the meaning ascribed thereto under the Listing Rules

	DEFINITIONS
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Ineligible Shareholder(s)''	those Overseas Shareholders in respect of whom the Board, after
	making relevant enquiries, considers it necessary or expedient not
	to offer the Rights Shares to such Overseas Shareholder(s) on
	account either of legal restrictions under the laws of the relevant
	place or the requirements of the relevant regulatory body or stock
	exchange in that place
''Overseas Shareholders''	the Shareholders whose addresses as shown in the register of
	members of the Company on the Record Date are not situated in
	Hong Kong
''PAL(s)''	the provisional allotment letters to be issued in connection with
	the Rights Issue
''PRC''	the People's Republic of China which, for the purpose of this
	prospectus, excludes Hong Kong, Macau Special Administrative
	Region of the PRC and Taiwan
''Prospectus Documents''	this prospectus, PAL(s) and EAF(s)
''Eligible	Shareholder(s), whose name(s) appear on the register of members
Shareholders''	of the Company on the Record Date, other than the Ineligible
	Shareholder(s)
''Record Date''	Thursday, 31 October 2019, (or such other date as the Underwriter
	may agree in writing with the Company), being the date by
	reference to which entitlements of the Shareholders to participate
	in the Rights Issue will be determined
''Registrar''	Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's
	Road East, Hong Kong, the Company's Hong Kong branch share
	registrar and transfer office
''Rights Issue''	the proposed issue by way of rights of Rights Shares on the basis
	of one (1) Rights Share for every two (2) existing Shares held on
	the Record Date at the Subscription Price
''Rights Share(s)''	up to 2,582,931,501 new Shares to be allotted and issued under
	the Rights Issue
''SFC''	the Securities and Futures Commission of Hong Kong
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)

	DEFINITIONS
''Share(s)''	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
''Shareholders''	the holders of Shares
''SH Finance''	Super Harvest Finance Limited, a company incorporated in Hong
	Kong with limited liability and an indirect wholly-owned
	subsidiary of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Subscription Price''	HK$0.05 per Rights Share
''Substantial shareholders''	has the meaning ascribed thereto under the Listing Rules
''Takeovers Code''	The Code on Takeovers and Mergers of Hong Kong
''Underwriter''	Fulbright Securities Limited, a licensed corporation to carry out
	Type 1 (dealing in securities) and Type 4 (advising on securities)
	regulated activities under the SFO
''Underwriting Agreement''	the underwriting agreement dated 11 October 2019 entered into
	between the Company and the Underwriter in relation to the
	Rights Issue
''Underwritten Shares''	up to 2,582,931,501 Rights Shares underwritten by the
	Underwriter, subject to the terms and conditions of the
	Underwriting Agreement
''Well Up''	Well Up (Hong Kong) Limited, the Controlling Shareholder of the
	Company as at the Latest Practicable Date
''%''	per cent.

EXPECTED TIMETABLE

Set out below is an indicative timetable for the implementation of the Rights Issue. The expected timetable may be subject to changes and the Company will notify the Shareholders on any changes to the expected timetable as and when appropriate.

Event

Time and Date

First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 5 November 2019

Latest time for splitting of PALs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4:30 p.m. on Thursday,
	7 November 2019

Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 12 November 2019

Latest time for acceptance of and payment for the Rights Shares and

application and payment for excess Rights Shares . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 15 November 2019

Latest time to terminate the Underwriting Agreement and for
the Rights Issue to become unconditional . . . . . . . . . . . . . .	. . . . . . . . . 4:00 p.m. on Tuesday,
	19	November 2019
Announcement of results of the Rights Issue to be published on
the respective websites of the Stock Exchange and the Company	. . . . . Monday, 25 November 2019
Share certificates for fully-paid Rights Shares to be posted . . . . .	. . . . . Tuesday, 26	November 2019
Refund cheques for wholly and partially unsuccessful excess
applications to be posted . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . Tuesday, 26	November 2019
Dealings in fully-paid Rights Shares commence . . . . . . . . . . . .	. . . . . . . 9:00 a.m. on Wednesday,
	27	November 2019

All times and dates stated in this prospectus refer to Hong Kong local times and dates. Dates stated in this prospectus for events in the timetable are indicative only and may be extended or varied. Any changes to the anticipated timetable for the Rights Issue will be announced as appropriate.

Effect of bad weather and/or extreme conditions on the latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares

The latest time for acceptance of and payment for Rights Shares and application for excess Rights Shares will not take place at the time indicated above if there is a tropical cyclone warning signal number

8 or above, or ''extreme conditions'' caused by a super typhoon; or a ''black'' rainstorm warning:

EXPECTED TIMETABLE

is/are in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on Friday, 15 November 2019. Instead, the latest time of acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day; or
is/are in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on Friday, 15 November 2019. Instead, the latest time of acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m..

If the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares does not take place on Friday, 15 November 2019, the dates mentioned in the section headed ''Expected Timetable'' above may be affected. The Company will notify Shareholders by way of a separate announcement of any change to the expected timetable as soon as practicable.

TERMINATION OF THE UNDERWRITING AGREEMENT

If at any time up to 4:00 p.m. on the second Business Day following the Final Acceptance Date, one or more of the following events or matters shall develop, occur, arise or exist or come into effect:

the Underwriter shall become aware of the fact that, or shall have reasonable cause to believe that, any of the warranties given by the Company in the Underwriting Agreement was untrue, inaccurate, misleading or breached and in each case, which is in the absolute opinion of the Underwriter, material in the context of the Rights Issue; or
any new law or regulation is enacted, or there is any change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority, whether in Hong Kong, PRC, Bermuda or elsewhere; or
any change in local, national or international, financial, political, industrial or economic conditions; or
any change of an exceptional nature in local, national or international financial markets including but not limited to equity securities or currency markets; or
any local, national or international outbreak or escalation of hostilities, insurrection or armed conflict;

which event or events is or are in the absolute opinion of the Underwriter:

likely to have a material adverse effect on the business or financial or trading position or prospects of the Company or any member of the Group; or
likely to have a material adverse effect on the success of the Rights Issue or the level of Rights Shares taken up,

then the Underwriter may, in its absolute discretion, in addition to and without prejudice to any other remedies to which the Underwriter may be entitled by notice in writing to the Company, terminate the Underwriting Agreement.

LETTER FROM THE BOARD

PING AN SECURITIES GROUP (HOLDINGS) LIMITED

平安證券集團（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: 00231)
Executive Directors:	Registered office:
Mr. Gong Qingli (CEO)	Cedar House, 4th Floor North
Mr. Lin Hongqiao	41 Cedar Avenue
	Hamilton HM 12
Independent non-executive Directors:	Bermuda
Mr. Tsang Wah Kwong
Dr. Leung Wing Cheung, William SBS, BBS, JP	Head Office and Principal Place
Dr. Yang Tao	of Business in Hong Kong:
	18/F, CITIC Tower
	1 Tim Mei Avenue
	Central
	Hong Kong
	1 November 2019
To the Shareholders
Dear Sir or Madam,

RIGHTS ISSUE ON THE BASIS OF

ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES

HELD ON THE RECORD DATE

INTRODUCTION

Reference is made to the Announcement in relation to, among other things, the Rights Issue. The Board announced that the Company proposes to raise approximately HK$129.1 million to approximately HK$148.3 million (before expenses) by issuing not less than 2,582,931,501 new Shares and not more than 2,965,914,675 new Shares to the Eligible Shareholders by way of the Rights Issue at the Subscription Price of HK$0.05 per Rights Share on the basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date. Eligible Shareholders will be entitled to apply for additional Rights Shares in excess of their respective entitlements under the Rights Issue through excess application.

LETTER FROM THE BOARD

The purpose of this prospectus is to provide you with details regarding the Rights Issue, including information on dealing in, transfer and acceptance of the Rights Shares and other information in respect of the Group.

THE RIGHTS ISSUE
Basis of the Rights Issue	:	One (1) Rights Share for every two (2) existing Shares held on the
		Record Date
Number of Shares in issue	:	5,165,863,003 Shares
as at the date of the
Latest Practicable Date
Number of Rights Shares	:	up to 2,582,931,501 Rights Shares
Aggregate nominal value of	:	HK$25,829,315.01
the Rights Shares
Rights of excess	:	Eligible Shareholders may apply for Rights Shares in excess of
applications		their provisional allotment

None of the outstanding Convertible Bonds have been converted as at the Latest Practicable Date. As the register of members of the Company was closed from Thursday, 24 October 2019 to Thursday, 31 October 2019 (both days inclusive) for determining the entitlements under the Rights Issue and no transfer of any issued Shares of the Company were registered during this period, there would be no change in the total number of issued Shares. As a result, the total number of issued Shares as at the Record Date and the total number of Rights Shares to be issued by the Company would be 5,165,863,003 Shares and up to 2,582,931,501 Rights Shares, respectively.

Assuming there will not be any further issue of new Shares or repurchase of Shares on or before the Record Date, the 2,582,931,501 nil-paid Rights Shares proposed to be provisionally allotted represent 50% of the Company's issued Share capital as at the Latest Practicable Date and approximately 33.33% of the Company's issued Share capital as enlarged by the issue of the Rights Shares.

As at the Latest Practicable Date, the Company had not received any undertaking from Well Up, the Controlling Shareholders of the Company, of its intention to take up its entitlement in full or in part under the Rights Issue. After enquiry with Well Up, Well Up has not yet made its decision as whether to participate in the Rights Issue as at the Latest Practicable Date.

The Rights Issue is fully underwritten by the Underwriter.

LETTER FROM THE BOARD

Subscription Price

The Subscription Price for the Rights Shares is HK$0.05 per Rights Share, payable in full upon acceptance of the relevant provisional allotment of Rights Shares and/or, where applicable, application for excess Rights Shares under the Rights Issue or when a transferee of nil-paid Rights Shares applies for the Rights Shares.

The Subscription Price represents:

a discount of approximately 27.54% to the closing price of HK$0.069 per Share as quoted on the Stock Exchange on the Last Trading Day;
a discount of approximately 1.96% to the closing price of HK$0.051 per Share as quoted on the Stock Exchange on the Latest Practicable Date;
a discount of approximately 27.54% to the closing price of HK$0.069 per Share for the last five consecutive trading days as quoted on the Stock Exchange up to and including the Last Trading Day;
a discount of approximately 31.51% to the closing price of HK$0.073 per Share for the last ten consecutive trading days as quoted on the Stock Exchange up to and including the Last Trading Day;
a discount of approximately 20.63% to the theoretical ex-rights price of HK$0.063 per Share based on closing price of HK$0.069 per Share as quoted on the Stock Exchange on the Last Trading Day; and
a premium of approximately 194.12% over the unaudited consolidated net assets attributable to the Shareholders per Share of approximately HK$0.017 as at 30 June 2019, calculated based on the Group's unaudited consolidated net assets attributable to the Shareholders of approximately HK$86,938,000 as at 30 June 2019 and 5,165,863,003 Shares in issue as at the Latest Practicable Date.

The Subscription Price and the subscription rate (i.e. one (1) Rights Share for every two (2) existing Shares held) were arrived at after arm's length negotiations between the Company and the Underwriter with reference to the amount of fund raising targeted by the Company under the Rights Issue, the market price of the Shares under the prevailing market conditions and the financial position of the Group.

The Directors (including the independent non-executive Directors) consider that the discount of the Subscription Price would encourage the Shareholders to participate in the Rights Issue and accordingly maintain their shareholdings in the Company and participate in the future growth of the Group and the terms of the Rights Issue (including the Subscription Price) to be fair and reasonable and in the interests of the Group and the Shareholders as a whole.

Distribution of this prospectus and other Prospectus Documents

The Prospectus Documents will not be registered or filed under the applicable securities legislation of any jurisdiction other than Hong Kong.

LETTER FROM THE BOARD

Distribution of this prospectus and the other Prospectus Documents into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession the Prospectus Documents come (including, without limitation, agents, custodians, nominees and trustees) should inform themselves of and observe any such restriction. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction. Any Shareholder or beneficial owner who is in any doubt as to his/her/its position should consult an appropriate professional adviser without delay. The Company reserves the right to refuse to permit any Shareholder to take up his/her/its nil-paid Rights or apply for excess Rights Shares where it believes that doing so would violate the Listing Rules or any applicable securities legislation or other laws or regulations of any jurisdiction.

Receipt of this prospectus and/or a PAL or the crediting of nil-paid Rights Shares to any stock account (including in CCASS) does not and will not constitute an offer in any jurisdictions in which it would be illegal to make an offer and, in those circumstances, this prospectus and/or other Prospectus Documents must be treated as sent for information only and should not be copied or redistributed. Persons (including, without limitation, agents, custodians, nominees and trustees) who receive a copy of this prospectus and other Prospectus Documents or whose stock account in CCASS is credited with nil- paid Rights Shares should not, in connection with the Rights Issue, distribute or send the same in, into or from, or transfer nil-paid Rights Shares to any person in, into or from, any jurisdiction outside Hong Kong, unless offer to such jurisdictions could lawfully be made without compliance with any registration or other legal or regulatory requirements or where the offer is made reliance on any exemption or where compliance with the relevant legal or regulatory requirement will not, in the Board's judgement, be unduly burdensome. If a PAL or a credit of nil-paid Rights Shares in CCASS is received by any person in any such territory, or by his/her/its agent custodian, nominee or trustee, he/she/it should not seek to take up the rights referred to in the PAL or transfer the PAL or transfer the nil-paid Rights Shares in CCASS unless the Company, in its absolute discretion, determines that such actions would not violate applicable legal or regulatory requirements. Any person (including, without limitation, agents, custodians, nominees and trustees) who forwards this prospectus and/or a PAL in, into or from, any jurisdiction outside Hong Kong (whether under a contractual or legal obligation or otherwise) should draw the recipient's attention to the contents of this section.

Eligible Shareholders and Ineligible Shareholders

The Rights Issue is only available to the Eligible Shareholders. The Company will send the Prospectus Documents to the Eligible Shareholders. The Company will not extend the Rights Issue to the Ineligible Shareholders. The Company will, to the extent permitted under the relevant laws and regulations and reasonably practicable, send the Prospectus to the Ineligible Shareholders for information purposes only but will not send any PAL or EAF to them.

Shareholders having an address in Hong Kong as shown on the register of members of the Company at the close of business on the Record Date will qualify for the Rights Issue.

Shareholders having an address outside Hong Kong as shown on the register of members of the Company at the close of business on the Record Date will not qualify for the Rights Issue if the Board, after making relevant enquiries, considers that the exclusion of such Overseas Shareholders from the Rights Issue would be necessary or expedient on account either of legal restrictions under the laws of the relevant place or any requirements of the relevant regulatory body or stock exchange in that place. Please refer to the sub-section headed ''Rights of Overseas Shareholder(s)'' below for more details.

LETTER FROM THE BOARD

Rights of Overseas Shareholder(s)

If, at the close of business on the Record Date, a Shareholder's address on the Company's register of members is in a place outside Hong Kong, such Shareholder may not be eligible to take part in the Rights Issue. The Prospectus Documents to be despatched in connection with the Rights Issue will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong.

As at the Latest Practicable Date, and based on the register of members of the Company, the Company had certain Overseas Shareholders whose addresses appeared on the register of members of the Company were in 20 jurisdictions, namely, Australia, Bangladesh, British Virgin Islands, Canada, Channel Islands, France, Germany, India, Ireland, Isle of Man, Macau, New Zealand, Philippines, PRC, Saudi Arabia, Singapore, Spain, Sri Lanka, Taiwan and the United Kingdom.

The Board has made due enquiries pursuant to Rule 13.36(2)(a) of the Listing Rules as to the applicable securities legislation of the aforementioned jurisdictions (including the Excluded Jurisdiction) and the requirements of any relevant regulatory body or stock exchange for the issue of the Rights Shares in such jurisdictions. Having considered the circumstances, the Directors have formed the view that it is necessary or expedient not to offer either the nil-paid Rights or the Rights Shares to Shareholders or beneficial owners in the Excluded Jurisdiction due to the time and costs involved in the registration or filing of this prospectus and/or approval required by the relevant authorities in the Excluded Jurisdiction and/or additional steps the Company and/or Shareholders and/or beneficial owners need to take to comply with the local legal requirements and/or other requirements to be satisfied in order to comply with relevant local legal or regulatory requirements in the Excluded Jurisdiction.

LETTER FROM THE BOARD

Accordingly, for the purposes of the Rights Issue, Ineligible Shareholders are:

Shareholders whose name(s) appeared in the register of members of the Company on the Record Date and whose address(es) as shown in such register was/were in the Excluded Jurisdiction; and
any Shareholders or beneficial owners on the Record Date who are otherwise known by the Company to be residing in the Excluded Jurisdiction.

Notwithstanding any other provision in this prospectus, the PAL or the EAF, the Company reserves the right to permit any Shareholder to take up his/her/its nil-paid Rights and/or to apply for excess Rights Shares if the Company, in its absolute discretion, is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations giving rise to the restrictions in question.

The Company has obtained advices from legal advisers in the British Virgin Islands, PRC, Macau, Singapore, Isle of Man, Spain, Ireland, Taiwan and Sri Lanka and has been advised that under the applicable legislations of these jurisdictions, either (i) there is no regulatory restriction or requirement of any regulatory body or stock exchange with respect to extending the Rights Issue to the Overseas Shareholders in the relevant jurisdictions; or (ii) the Rights Issue meets the relevant exemption requirements under the relevant jurisdictions so that it would be exempt from obtaining approval or recognition from and/or registration of the Prospectus Documents with the relevant regulatory authorities under the applicable laws and regulations of the relevant jurisdictions.

Accordingly, the Rights Issue will be extended to the Overseas Shareholders having registered addresses in the British Virgin Islands, PRC, Macau, Singapore, Isle of Man, Spain, Ireland, Taiwan and Sri Lanka, and such Overseas Shareholders are Eligible Shareholders.

The Company has also obtained advices from legal advisers in Australia, United Kingdom, Channel Islands, Germany, Canada, New Zealand, India, Philippines, Bangladesh, Saudi Arabia and France. Having considered the circumstances, the Directors have formed the view that, it is necessary or expedient to restrict the ability of Shareholders in Australia, United Kingdom, Channel Islands, Germany, Canada, New Zealand, India, Philippines, Bangladesh, Saudi Arabia and France to take up their rights under the Rights Issue due to the time and costs involved in the registration of this prospectus and/or compliance with the relevant local legal or regulatory requirements in Australia, United Kingdom, Channel Islands, Germany, Canada, New Zealand, India, Philippines, Bangladesh, Saudi Arabia and France and/or additional steps the Company and/or Shareholders and/or beneficial owners of the Shares need to take to comply with the local legal requirements in Australia, United Kingdom, Channel Islands, Germany, Canada, New Zealand, India, Philippines, Bangladesh, Saudi Arabia and France.

The Company will send this prospectus only (without PAL or EAF) to the Ineligible Shareholders for their information only.

LETTER FROM THE BOARD

Arrangements will be made for Rights Shares which would otherwise have been provisionally allotted to the Ineligible Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence and before dealings in the nil-paid Rights Shares end, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, of more than HK$100 will be paid pro rata to the Ineligible Shareholders. The Company will retain individual amounts of HK$100 or less for the benefit of the Company. Any unsold entitlement of Ineligible Shareholders, together with any Rights Shares provisionally allotted but not accepted, will be made available for excess application on EAFs by the Eligible Shareholders.

Basis of provisional allotment

The basis of the provisional allotment shall be one (1) Rights Share (in nil-paid form) for every two

existing Shares held by the Eligible Shareholders as at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Underwriting Agreement and the Prospectus Documents.

Application for all or any part of an Eligible Shareholder's provisional allotment should be made by completing a PAL and lodging the same with a remittance for the Rights Shares being applied for with the Registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong on or before the Final Acceptance Date.

Status of Rights Shares

The Rights Shares (when allotted, issued and fully paid) will rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment and issue of the fully-paid Rights Shares.

Fractions of Rights Shares

The Company will not provisionally allot fractions of Rights Shares in nil-paid form to the Eligible Shareholders. All fractions of Rights Shares will be aggregated (and rounded down to the nearest whole number) and all nil-paid Rights Shares arising from such aggregation will be sold in the market for the benefit of the Company if a premium (net of expenses) can be achieved. Any unsold fractions of Rights Shares will be made available for excess application by the Eligible Shareholders under the EAF(s). No odd lot matching services will be provided.

LETTER FROM THE BOARD

Procedure for acceptance and payment or transfer

A PAL is enclosed with this prospectus which entitles the Eligible Shareholders to whom it is addressed to subscribe for the number of the Rights Shares shown therein. If the Eligible Shareholders wish to accept all the Rights Shares provisionally allotted to them as specified in the PAL, they must lodge the PAL in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance, with the Registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, by no later than 4:00 p.m. on Friday, 15 November 2019 (or, under bad weather conditions, such later date as mentioned in the section headed ''Expected Timetable - Effect of bad weather and/or extreme conditions on the latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares''). All remittances must be made in Hong Kong dollars by cheques which must be drawn on an account with, or by cashier's orders which must be issued by, a licensed bank in Hong Kong and made payable to ''PAN SECURITIES GROUP LIMITED'' and crossed ''Account payee only''. It should be noted that unless the duly completed PAL, together with the appropriate remittance, have been lodged with the Registrar by no later than 4:00 p.m. on Friday, 15 November 2019, whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled. The Company may, at its sole and absolute discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the PAL is not completed in accordance with the relevant instructions.

No receipt will be issued in respect of any application monies received in respect of the provisional allotments.

If the Eligible Shareholders wish to accept only part of their provision allotment or transfer part of their rights to subscribe for the Rights Shares provisionally allotted to them under the PAL or to transfer part of their rights to more than one person, the original PAL must be surrendered and lodged for cancellation by no later than 4:30 p.m. on Thursday, 7 November 2019 to the Registrar, who will cancel the original PAL and issue new PALs in the denomination required which will be available for collection from the Registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, after 9:00 a.m. on the second Business Day after the surrender of the original PAL. The PAL contains further information regarding the procedures to be followed for acceptance and/or transfer of the whole or part of the provisional allotment of the Rights Shares by the Eligible Shareholders. All cheques or cashier's orders will be presented for payment immediately following receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of the PAL with a cheque or a cashier's order, whether by an Eligible Shareholder or by any nominated transferee, will constitute a warranty by the applicant that the cheque or the cashier's order will be honoured on first presentation. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any PAL in respect of which the accompanying cheque and/or cashier's order is dishonoured upon first presentation, and in that event the provisional allotment and all rights and entitlement thereunder will be deemed to have been declined and will be cancelled.

LETTER FROM THE BOARD

Application for excess Rights Shares

If the Eligible Shareholders wish to apply for any Rights Shares in addition to the provisional allotment, the Eligible Shareholders must complete and sign the EAF as indicated thereon and lodge it, together with a separate remittance for the amount payable on application in respect of the excess Rights Shares applied for, with the Registrar by not later than 4:00 p.m. on Friday, 15 November 2019 (or, under bad weather conditions, such later date as mentioned in the section headed ''Expected Timetable - Effect of bad weather and/or extreme conditions on the latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares''). All remittances must be made in Hong Kong dollars. Cheques must be drawn on an account with, and cashier's orders must be issued by, a licensed bank in Hong Kong and made payable to ''PAN SECURITIES GROUP LIMITED'' and crossed ''Account Payee Only''. The Directors will allocate the excess Rights Shares at their discretion on a pro-rata basis in proportion to the number of excess Rights Shares being applied for under each application. No preference will be made to the Rights Shares subscribed through applications by PALs or the existing number of Shares held by the Eligible Shareholders. No preference will be given to topping up odd lots to whole board lots.

Shareholders with Shares held by a nominee (or which are held in CCASS) should note that the Board will consider the nominee (including HKSCC Nominees Limited) as one single Shareholder according to the register of members of the Company. Accordingly, such Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to the relevant beneficial owners individually.

The EAF is for use by the Eligible Shareholder to whom it is addressed and is not transferrable. No receipt will be issued in respect of any application monies received in respect of the excess Rights Shares.

No action has been taken to permit the offering of the Rights Shares or the distribution of the Prospectus Documents in any territory other than Hong Kong. Accordingly, no person receiving the Prospectus Documents in any territory outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares, unless in a territory where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. It is the responsibility of anyone outside Hong Kong wishing to make an application for the Rights Shares to satisfy itself/himself/herself as to the observance of the laws and regulations of all relevant territories, including the obtaining of any governmental or other consents, and to pay any taxes and duties.

If the Underwriter exercises the right to terminate the Underwriting Agreement or if any of the conditions of the Rights Issue as set out in the paragraph headed ''Conditions of the Rights Issue under the Underwriting Agreement'' below is not fulfilled at or before the time and date specified in the Underwriting Agreement, the monies received in respect of acceptances of the Rights Shares will be returned to the Eligible Shareholders or such other persons to whom the Rights Shares in their nil-paid form have been validly transferred or, in the case of joint acceptances, to the first-named person without interest, by means of cheques despatched by ordinary post at their own risk to their respective registered addresses by the Registrar on or before Tuesday, 26 November 2019.

LETTER FROM THE BOARD

Share certificates and refund cheques for Rights Issue

Subject to the fulfillment of the conditions of the Rights Issue, share certificates for all fully-paid Rights Shares are expected to be posted on or before Tuesday, 26 November 2019 by ordinary post to the allottees, at their own risk, to their registered addresses. Each allottee will receive one share certificate for all the fully-paid Rights Shares issued and allotted to the allottee. Refund cheques in respect of wholly or partially unsuccessful applications for the excess Rights Shares (if any) are expected to be posted on or before Tuesday, 26 November 2019 by ordinary post to the applicants, at their own risk, to their registered addresses.

Application for listing

The Company has made application to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares, in both their nil-paid and fully-paid forms. The nil-paid and fully-paid Rights Shares are expected to have the same board lot size as the Shares, i.e. 40,000 Shares in one board lot. No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange.

Dealings in the Rights Shares in both their nil-paid and fully-paid forms which are registered in the branch register of members of the Company in Hong Kong will be subject to the payment of stamp duty and any other applicable fees and charges in Hong Kong.

LETTER FROM THE BOARD

The Underwriting Agreement

Further details of the Underwriting Agreement are set out below:

Date	:	11 October 2019 (after trading hours)
Underwriter	:	Fulbright Securities Limited, a licensed corporation to carry
		out Type 1 (dealing in securities) and Type 4 (advising on
		securities) regulated activities under the SFO and its
		ordinary course of business includes underwriting of
		securities.
		To the best of the knowledge, information and belief of the
		Directors, having made all reasonable enquiries, Fulbright
		Securities Limited and its ultimate beneficial owner are the
		Independent Third Parties.
		The Underwriter confirmed that (1) it is an Independent
		Third Party, and not connected with the Company or its
		connected persons; and (2) it has complied with Rule
		7.19(1)(a) of the Listing Rules that it is licensed under the
		SFO to carry out Type 1 (dealing in securities) and Type 4
		(advising on securities) regulated activities under the SFO
		and its ordinary course of business includes underwriting of
		securities.
Total number of Rights	:	All Underwritten Shares up to 2,582,931,501 Rights Shares,
Shares being		subject to the terms and conditions of the Underwriting
underwritten by the		Agreement.
Underwriter
Commission	:	1.2% of the total aggregate Subscription Price for the actual
		number of the Underwritten Shares as of the Record Date.

The commission rate was determined after arm's length negotiation between the Company and the Underwriter by reference to the market rate. The Board considers the terms of the Underwriting Agreement including the commission rate are fair and reasonable so far as the Company and the Shareholders are concerned.

LETTER FROM THE BOARD

Conditions of the Rights Issue under the Underwriting Agreement

The Rights Issue is conditional upon the following conditions being fulfilled:

the delivery by or on behalf of the Company of one copy of each of the Prospectus Documents, duly signed by or on behalf of all the Directors or their authorized agents together with any requisite accompanying documents to the Stock Exchange and the Registrar of Companies of Hong Kong for filing and registration in accordance with the provisions of the Companies Ordinance not later than the Despatch Date;
the posting of this prospectus to the Shareholders and the posting of the PALs and the EAFs to the Eligible Shareholders not later than the Despatch Date, or such later date as the Company may (subject, if required, to the approval of the Stock Exchange) (with the agreement of the Underwriter) specify in writing to the Underwriter;
the Listing Committee granting or agreeing to grant (subject to allotment) listing of and permission to deal in, the Rights Shares, in their nil-paid and fully-paid forms, by not later than in the case of Rights Shares in nil-paid form the first day of dealings of nil-paid Rights Shares and in the case of Rights Shares in fully-paid form, the first day of dealings in fully- paid Rights Shares; and
the obligation of the Underwriter under the Underwriting Agreement having become unconditional and not having been terminated in accordance with the terms of the Underwriting Agreement.

If any of the conditions above is not fulfilled or is not waived by the Underwriter on or before 4:00 p.m. on 30 November 2019:

the Underwriting Agreement, save in respect of the provisions on the reasonable costs, charges and expenses, announcement and confidentiality, shall terminate and the obligations of the parties shall forthwith cease and be null and void and none of the parties shall, save in respect of the provisions of the termination, expenses, announcement and confidentiality and any right or liability accrued before such termination, have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement; and
the Company shall reimburse to the Underwriter all such reasonable costs and expenses as have been properly incurred by them in connection with the Rights Issue (save and except the underwriting commission).

Termination of the Underwriting Agreement

The Underwriter may terminate the Underwriting Agreement by notice in writing given to the Company at any time up to 4:00 p.m. on the second Business Day following the Final Acceptance Date upon the occurrence of certain events. For details, please refer to the section headed ''Termination of the Underwriting Agreement'' in this prospectus.

LETTER FROM THE BOARD

Effect of the Rights Issue on shareholdings in the Company

Set out below is the shareholding of the Company (i) as at the Latest Practicable Date; (ii) immediately after completion of the Rights Issue (assuming full acceptance of the Rights Shares by the Shareholders); and (iii) immediately after completion of the Rights Issue (assuming nil acceptance of the Rights Shares by the Shareholders and full acceptance of the Underwritten Shares by the Underwriter):

											Immediately after completion of
												the Rights Issue (assuming nil
												acceptance of the Rights Shares
						Immediately after completion of		by the Shareholders and
							the Rights Issue (assuming full		full acceptance of
	As at the Latest		acceptance of the Rights Shares		the Underwritten Shares
	Practicable Date		by the Shareholders)		by the Underwriter)
	Number of	Approximate		Number of	Approximate		Number of	Approximate
	Shares	(%)		Shares	(%)			Shares	(%)
Well Up	2,880,015,658	55.75	4,320,023,487	55.75	2,880,015,658	37.17
The Underwriter
(Note)	-	-		-	-	2,582,931,501		33.33
Other public
Shareholders	2,285,847,345	44.25	3,428,771,017		44.25	2,285,847,345		29.50
Total	5,165,863,003		100.00			7,748,794,504		100.00		7,748,794,504	100.00

Note:

Pursuant to the Underwriting Agreement, in the event that the Underwriter is required to take up the Underwritten Shares pursuant to its underwriting obligations, the Underwriter undertakes to the Company that the Underwriter shall:

procure that each of the relevant subscribers of the Underwritten Shares shall be third party independent of, not acting in concert (within the meaning of the Takeovers Code) with and not connected with, the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries and their respective associates and shall not be a connected person of the Company;
procure each of the subscribers of the Underwritten Shares and their respective associates shall, together with any party acting in concert (within the meaning of the Takeovers Code) with it or its associates, to take up such number of Underwritten Shares as necessary to ensure that the Company will comply with the public float requirement under the Listing Rules upon completion of the Rights Issue;
not, and shall procure each of the subscribers of the Underwritten Shares shall not, together with any party acting in concert (within the meaning of the Takeovers Code) with it or its associates, hold 20.0% or more of the voting rights of the Company immediately upon completion of the Rights Issue; and
and shall cause the sub-underwriter(s) (if any) to undertake to the Company that the sub-underwriter should comply with subparagraphs (i) to (iii) above.

LETTER FROM THE BOARD

The proposed share consolidation and effect on shareholdings in the Company

On 11 October 2019, the Board proposed to implement a share consolidation (the ''Share Consolidation'') on the basis that every four (4) issued and unissued Shares will be consolidated into one (1) consolidated share. The Share Consolidation is conditional upon, among other things, the approval of the Shareholders at a special general meeting (the ''SGM'') of the Company to be held and convened. A circular and the notice of the SGM for the Share Consolidation is expected to be despatched on 13 November 2019.

Assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the SGM other than the issuance of up to 2,582,931,501 Rights Shares, immediately after the Share Consolidation becoming effective, not less than 1,937,198,626 consolidated shares will be in issue which are fully paid or credited as fully paid following the Share Consolidation becoming effective.

Please refer to the announcement of the Company dated 11 October 2019 for more details.

Reasons for the Rights Issue and use of proceeds

The Group is principally engaged in (i) provision of securities brokerage, (ii) securities underwriting and placements and financial advisory services, (iii) property development, (iv) data verification service and (v) insurance brokerage service.

The gross proceeds from the Rights Issue will be approximately HK$129.1 million. The net proceeds (after deducting all relevant expenses) from the Rights Issue are estimated to be approximately HK$123.9 million. The net price per Rights Share will be approximately HK$0.048 per Rights Share. The Company intends to apply the net proceeds from the Rights Issue (i) as to approximately HK$100 million for repayment of the convertible bond in the principal amount of HK$100 million due in February 2020; and (ii) the remaining amount of the net proceeds for working capital of the Group, including but not limited to the development and expansion of the financial services business. In the event that some or all of the convertible bond as mentioned above are being converted or extended prior to repayment, the Company intends to use the unused net proceeds as working capital for its financial services business.

The Rights Issue will provide a good opportunity for the Company to raise funds to strengthen its capital base, and improve its financial position without increasing finance costs, and also allow all outstanding Shareholders to maintain their proportional shareholdings in the Company.

Save for the convertible bond in the principal amount of HK$100 million due in February 2020 as mentioned above, the Company has the following major indebtedness in a total principal amount of HK$278.88 million due in or before 2021, which consist of (i) convertible bonds in an aggregate principal amount of HK$100 million due in September 2020; (ii) convertible bonds in an aggregate principal amount of HK$90 million due in February 2021; and (iii) borrowings in the aggregate principal amount of HK$88.88 million due in or before August 2021.

Reference is made to the voluntary announcement of the Company dated 9 October 2019 and further details are set out in the section headed ''Fund management business established in Cayman Islands'' below, whereby it was disclosed that the Company issued senior notes (the ''Senior Notes'') in the principal amount of US$36.35 million (equivalent to approximately HK$283.53 million).

LETTER FROM THE BOARD

By summing up the aforementioned liabilities of the Company, the total principal amount of the Company's indebtedness aggregated to approximately HK$662.41 million as at 30 June 2019 (the ''Total Company Level Major Indebtedness'').

Reference is also made to the inside information announcement of the Company dated 11 October

2019 and further details are set out in the section headed ''Potential breach in respect of granting of loans'' below, where it was disclosed that SH Finance granted certain loans in an aggregate contracted principal amount of HK$275 million (the ''Loans'').

On the assumption that the Loans are collected in full, it is still insufficient to cover the Total Company Level Major Indebtedness.

Further, as set out in the section headed ''3. Working Capital'' under Appendix I - Financial Information of the Group of this prospectus, the Directors are of the opinion that, based on the resources currently available to the Group as at the Latest Practicable Date and the expected net proceeds from the Rights Issue, the Group may not have sufficient working capital to satisfy its requirements for at least the next 12 months from the date of this prospectus, which is mainly attributable to a total liabilities of the Group in the principal amount of approximately of HK$292 million will be due in or before September 2020. The Company would seek for different ways of financing including but not limited to rights issue, open offer, placing of the new shares and issuance of bonds, etc. in order to meet the Group's funding needs. However, as at the Latest Practicable Date, save for the Rights Issue, the Company had yet to reach any concrete plan or timetable for other ways of financing for the working capital of the Group.

Having considered the above, the net proceeds from the Rights Issue are genuinely required to improve the financial position of the Group. Accordingly, the Board (including the independent non- executive Directors) is of the view that the implementation of the Rights Issue is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Fund raising activity of the Company during the past 12 months

The Company has not conducted any fund raising activity in the past 12 months immediately preceding the Latest Practicable Date.

POSSIBLE ADJUSTMENTS TO THE CONVERTIBLE BONDS

As at the Latest Practicable Date, the Company had outstanding Convertible Bonds in an aggregate outstanding principle amount of HK$290 million, which are convertible into 765,966,348 new Shares upon full conversion of such Convertible Bonds (based on their respective conversion prices ranging from HK$0.2365 to HK$0.800). Upon completion of the Rights Issues, there may be certain adjustments to the conversion prices and/or number of conversion shares to be issued upon conversion of the Convertible Bonds. The Company will make further announcement(s) on such adjustment(s) as and when appropriate.

LETTER FROM THE BOARD

RECENT DEVELOPMENT OF THE GROUP

Fund management business established in Cayman Islands

As disclosed in the voluntary announcement of the Company dated 9 October 2019 in relation to its fund management business established in Cayman Islands, i.e. Super Harvest Global Fund SPC (the ''Fund''). The Fund is a private fund and a segregated portfolio company incorporated with limited liability in the Cayman Islands in 2018. The Fund has two class of shares in issue, namely, non- participating voting non-redeemable share of par value US$1.00 each (''Management Share'') and non- voting participating shares of US$0.001 nominal or par value each in the capital of the Fund (''Participating Shares''). As at 31 August 2019, the Fund had in issue one Management Share and 981 Participating Shares.

The Fund was described as a subsidiary of the Group in its consolidated financial statements for the year ended 31 December 2018 through the holding of one Management Share in issue by the Company's wholly-owned subsidiary, Super Harvest Asset Management Limited (''SH Asset Management''). SH Asset Management has been appointed as the investment manager to manage the Fund and such designated segregated portfolios, and was granted the authority, power and rights on a fully discretionary basis to implement the investment objective of the designated segregated portfolios. Notwithstanding the above, the Company and the Fund are separate legal entities and the Company has nil beneficial ownership in the Fund as it does not own any of the Participating Shares attributable to a segregated portfolio.

As regards the Fund, as at 31 August 2019, it consisted of six sub-funds (or segregated portfolios) with a total fund size of approximately US$51.73 million, of which US$36.35 million have been invested in the Senior Notes. The proceeds of US$36.35 million (equivalent to approximately HK$283.53 million) from the issue of the Senior Notes were used for the development of the Group's online investment platforms and mobile apps and for the Group's money lending business to borrowers, who are third parties independent of and not connected with the Company, its connected persons and their respective associates. To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiry, each of the aforesaid borrowers and their ultimate beneficial owners are third parties independent of and not connected with Well Up (Hong Kong) Limited (a Controlling Shareholder of the Company), its ultimate beneficial owners and their respective associates.

Due to the facts that (i) the Group has encountered difficulties in collecting outstanding loans from the borrowers for its money lending business; and (ii) pre-sale of the Group's PRC development properties (in the form of long-term lease) has substantially slowed down in 2019 resulting from worsened market conditions, the Company was therefore unable to repay, but had resolved to extend their due dates in advance, the Senior Notes in aggregate principal amount of approximately US$19.60 million. The maturity dates of those Senior Notes which were originally due had been extended to dates falling between July and October 2020. In accordance with the Offering Documents (as defined below), the Fund shall have the authority to enter into the agreements in respect of the aforesaid extension without the need to seek consent from the holders of the relevant designated segregated portfolios.

LETTER FROM THE BOARD

As a result of the above, certain segregated portfolios of the Fund have been unable to provide positive return or even return the capital invested by the holders of the Participating Shares on the respective compulsory redemption day of each segregated portfolio. Under the offering documents (the ''Offering Documents'') in respect of the Participating Shares, including (i) the private placing memorandum relating to the Fund; (ii) supplementary private placement memorandum relating to each segregated portfolio of the Fund; and (iii) the subscription form for subscribing the Participating Shares (the ''Subscription Form''), the funds legally available shall be distributed to the subscribers holding the Participating Shares then in issue and outstanding on a pro rata basis in proportion to the number of Participating Shares each subscriber holds. That being the case, holders of the Participating Shares may not get back the whole of their investments. However, the Company would emphasize that investment in funds involves risk. And there have been prominent warnings and risk statements in the Offering Documents that investment in the Participating Shares is subject to risks and is only suitable for sophisticated investors who understand the risks involved and are able to bear the loss of a substantial portion, or even all, of the money invested.

Despite the above, the Company has strived and will continue to explore all possibilities and strategies of restructuring the debt financing or other options that may be available between the Company and the Fund.

As mentioned above, and after discussion with the legal adviser of the Company, the Company and the Fund are separate legal entities and the Company has nil beneficial ownership in the Fund. Therefore, the Company considers that there will be no net financial impact and/or material adverse effect on the Company even if the Fund has been unable to redeem the Participating Shares of certain segregated portfolios at the relevant compulsory redemption day or if there are any disputes or legal proceedings between the Fund and the holders of the Participating Shares in future. The Company would also like to emphasise that holders of the Participating Shares have no legal capacity to institute any legal proceedings on behalf of the Fund against the investment manager (i.e. SH Asset Management), the Company or their respective directors or management.

As mentioned above, the Company was unable to repay, but had resolved to extend their due dates in advance, the Senior Notes in aggregate principal amount of approximately US$19.60 million. The Fund intends to continue to extend the Senior Notes until the Company is able to repay. The Fund will continuous to negotiate with the holders of the Participating Shares with the aim to, among other things, extend the relevant compulsory redemption days and/or formulate restructuring plan for the segregated portfolios. However, no such concrete plan has been reached up to the Latest Practicable Date.

In the event that the Company is unable to repay the Senior Notes and the holders of the Participating Shares do not agree to extend the relevant compulsory redemption days and/or the restructuring plan for the segregated portfolios but require the Fund to redeem the Participating Shares of the segregated portfolios on the relevant compulsory redemption days, in accordance with the Offering Documents, in respect of the segregated portfolio, the funds legally available shall be distributed to the subscribers holding the Participating Shares then in issue and outstanding on a pro rata basis in proportion to the number of Participating Shares each subscriber holds.

LETTER FROM THE BOARD

The Board wishes to reiterate that, the Company and the Fund are separate legal entities and the Company has nil beneficial ownership in the Fund. Therefore, the Company considers that there will be no net financial impact and/or material adverse effect on the Company even if the Fund has been unable to redeem the Participating Shares of certain segregated portfolios at the relevant compulsory redemption day or if there are any disputes or legal proceedings between the Fund and the holders of the Participating Shares in future.

Money lending business of the Group

On 24 January 2018, the Group acquired 100% of SH Finance. SH Finance was granted a Money Lenders Licence (the ''Licence'') under the Money Lenders Ordinance (Chapter 163 of the laws of Hong Kong) (the ''MLO'') to carry on business as a money lender at the premises in Kowloon Bay, Hong Kong. The Licence ceased to have effect on 22 September 2019.

The Group has no intention to cease its money lending business. With an aim to build up its corporate image and provide more convenient services to its customers, the Group is currently in the process of locating a more suitable premises to continue its money lending business.

According to section 15 of the MLO, (i) where a licensee intends to carry on business as a money lender at any premises in addition to the premises specified in his licence, he may apply to the licensing court to have such additional premises endorsed on his licence; and (ii) where a licensed money lender intends to transfer his business as a money lender from any premises specified in his licence to any premises not so specified, he may apply to the licensing court to have the premises to which he intends to transfer such business endorsed on his licence in substitution for such first-mentioned premises.

Therefore, if SH Finance intends to (i) carry on business as a money lender at any premises in addition to the premises specified in its Licence, or (ii) transfer its business as a money lender from any premises specified in its Licence to any premises not so specified, SH Finance has to make the relevant application to the licensing court.

In order to save time and costs, the Company considered that it would be sensible to make a fresh application to the licensing court for a new Licence after the location of the new premises is confirmed for continuing the money lending business, as such application must be made to the licensing court in any event. This would allow more time for the Company to decide carefully on the most suitable location for the premises that is available and that would fit the Group's foregoing objectives. Until such premises has been confirmed by the Company and a new Licence is granted to SH Finance, the Group will not be carrying on money lending business.

Section 23 of the MLO provides that ''no money lender shall be entitled to recover in any court any money lent by him or any interest in respect thereof or to enforce any agreement made or security taken in respect of any loan made by him unless he satisfies the court by the production of his licence or otherwise that at the date of the loan or the making of the agreement or the taking of the security (as the case may be) he was licensed''. Accordingly, after consultation with the legal adviser of the Company, the Company considered that the expiry of the Licence will not affect the Company's legal capacity to recover the principal and interest under the loans granted by the Borrowers (as defined hereinbelow).

LETTER FROM THE BOARD

(iii) Potential breach in respect of granting of loans

As disclosed in the inside information announcement of the Company dated 11 October 2019, in 2018, Super Harvest Finance Limited (an indirect wholly-owned subsidiary of the Company) granted certain loans (the ''Grant of Loans'') in an aggregate contracted principal amount of HK$275 million (the ''Loans'') to borrowers (the ''Borrowers'') as follows:

total contracted principal amount of HK$130 million and HK$45 million to Great Harmony International Limited and Jovial Spate Limited respectively, both of which are wholly-owned by Mr. Li Zhengxian;
total contracted principal amount of HK$50 million to Achieve Big Limited, which is wholly- owned by Mr. Han Shuai; and
total contracted principal amount of HK$50 million to Depot Elite Limited, which is wholly- owned by Ms. Lu Yu.

To the best of the Director's knowledge, information and belief, and having made all reasonable enquiry, each of the Borrowers and their ultimate beneficial owners are Independent Third Parties.

During the recent review, it has come to the attention of the Directors that the Grant of Loans may constitute major transactions or above and subject to the announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules. In such event, the Company would have had failed to comply with the requirements of the Listing Rules at the time of entering into the respective agreements in respect of the Grant of Loans.

SH Finance was a licensed money lender under the MLO during the relevant time and commenced business in around February 2018. The Loans were granted under the usual and ordinary course of business of SH Finance and in accordance with the normal money lending procedure, including financial and corporate due diligence of the Borrowers.

LETTER FROM THE BOARD

Summary of the terms of the Loans

			Total contracted
	Date of	principal	Total amount			Personal
Borrower/Company Name	Agreement	amount	drawdown	Maturity Date	Interest rate	Guarantee
Great Harmony International	13	July 2018	HK$15,000,000	HK$15,000,000	12 July 2019	15%	Mr. Li
Limited (''Great Harmony'')	10	August 2018	HK$60,000,000	HK$60,000,000	9 August 2019		Zhengxian
(note 1)	4 September	HK$20,000,000	HK$20,000,000	3 September		(''Mr. Li'')
	2018			2019
	21	September	HK$35,000,000	Approximately	Between 20
	2018		HK$33,600,000	September and
					6 November
					2019
	Total:	HK$130,000,000 HK$128,600,000
Achieve Big Limited (''Achieve	13	July 2018	HK$50,000,000	HK$50,000,000	12 July 2019	15%	Mr. Han Shuai
Big'') (note 2)							(''Mr. Han'')
Jovial Spate Limited (''Jovial	19	July 2018	HK$35,000,000	HK$35,000,000	18 July 2019	15%	Mr. Li
Spate'')	10	August 2018	HK$10,000,000	HK$10,000,000	9 August 2019
(note 1)
	Total:	HK$45,000,000	HK$45,000,000
Depot Elite Limited	16	July 2018	HK$50,000,000	HK$50,000,000	15 July 2019	15%	Ms. Lu Yu
(''Depot Elite'') (note 3)							(''Ms. Lu'')

Note 1: Jovial Spate is a wholly- owned subsidiary of Great Harmony. Great Harmony is wholly-owned by Mr. Li.

Note 2: Achieve Big is wholly-owned by Mr. Han.

Note 3: Depot Elite is wholly-owned by Ms. Lu.

The Board considers that the terms of the Loans above, in particular the interest rate, are fair and reasonable with reference to, among others, the prime rate in Hong Kong and interest cost of the Company's borrowing in Hong Kong of approximately 5% to 13%.

Assessment conducted by the Group at the timing of granting

The Group conducted credit appraisal on each of the Borrowers at the time of granting of the Loans by reviewing and assessing their respective (i) corporate information (such as certificate of incorporation, register of directors, register of members); and (ii) the latest full year financial statements for the year ended 31 December 2017 prior to the granting of the Loans.

Based on the review and assessment of financial statements of the Borrowers for the year ended 31 December 2017, the Board considered that each of the Borrowers had substantial assets at the timing of granting of the Loans. Based on (i) the contracted loan principal amount; and (ii)

LETTER FROM THE BOARD

adjusted net assets (which was determined by excluding the amount due to a sole director, who was also the sole shareholder of the Borrowers) to the respective Borrowers, the contracted loan principal amount to adjusted net assets ratios were ranged from approximately 4.4% to 31.5%.

Measures taken by the Group to safeguard its assets

Despite the granting of the Loans was not supported by any collateral, the Board considered that each of the Borrowers had substantial assets at the relevant time. As a further measure to safeguard its assets, the Group required personal guarantee from each of the Borrowers.

Latest status
The Loans were fell due in or will be due between July and November 2019.

The Company is taking or will take legal action against each of the Borrowers by instructing its legal advisers to issue demand letters to the Borrowers in respect of the overdue Loans. As at the Latest Practicable Date, the Company is also in the process of discussing with the Borrowers on the repayment plans and exploring other possible restructuring proposals with a view to secure settlement of the Loans. However, no concrete plan or proposal has been formulated as at the Latest Practicable Date.

The Company is in the process of gathering and assessing the information and seeking advice from professional advisers in relation to the Grant of Loans. Further announcement(s) will be made by the Company as and when appropriate in accordance with the Listing Rules.

(iv) Loan default by the Controlling Shareholder of the Company

As disclosed in the inside information announcement of the Company dated 17 October 2019 in relation to the default of loan by Well Up, the Controlling Shareholder of the Company, details of which are set out below.

On 20 January 2017, among others, Well Up, as borrower, and Haitong International Securities Company Limited (''Haitong International Securities''), as lender, entered into a facilities agreement to grant credit facilities of up to HK$1,464 million (the ''Haitong Facilities'') for the purpose of satisfying the consideration for the mandatory offers (the ''Offers''). The Haitong Facilities are secured by a share charge (the ''Share Charge''), pursuant to which all shares of the Company (the ''Share(s)'') held by Well Up and acquired by it through the Offers have been pledged to Haitong International Securities. Details of the Haitong Facilities and the Share Charge are disclosed in the composite offer and response document dated 8 September 2017 jointly issued by the Company and Well Up.

The aforesaid facilities agreement was amended and supplemental by (i) the supplemental agreement dated 16 June 2017; (ii) the second supplemental agreement dated 21 August 2017; (iii) the third supplemental agreement dated 8 November 2017; and (iv) fourth supplemental agreement dated 12 November 2018 (the ''Facilities Agreement'').

LETTER FROM THE BOARD

Pursuant to the Share Charge, following an event of default, Haitong International Securities is entitled to exercise its rights and powers under the Share Charge (including completing the transfer documents of the charged Shares on behalf of Well Up and exercising in the name of Well Up any voting rights attached to the charged Shares).

Since January 2019, Well Up has failed to maintain the loan to value ratio (the ''LTV Ratio'') in accordance with the terms of the Facilities Agreement. The failure of Well Up to maintain the LTV Ratio was mainly caused by the downward movement of the market price of the Shares. As such, an event of default under the Facilities Agreement has occurred. As a result, in July 2019, Haitong International Securities declared that any outstanding principal amount and all interest accrued thereon under the Haitong Facilities became immediately due and payable and that the Share Charge become immediately enforceable. Therefore, Haitong International Securities is entitled to exercise its rights and powers under the Share Charge. Between July and September 2019, Haitong International Securities exercised its power of sale pursuant to the Share Charge and sold an aggregate of 116,080,000 Shares held by Well Up, representing approximately 2.25% of the total issued share capital of the Company as at the date of this announcement, in the open market to settle part of the outstanding amount under the Haitong Facilities.

As at the Latest Practicable Date, Well Up held 2,880,015,658 Shares, representing approximately 55.75% of the total issued share capital of the Company, all of which have been pledged to Haitong International Securities.

Should Haitong International Securities proceed to enforce the Share Charge or dispose of the entire charged Shares held by Well Up, it may lead to a change in control of the Company and the Company will make further announcement(s) as and when appropriate in accordance with the Listing Rules in this regard.

Petition and summons in relation to the Rights Issue

As disclosed in the inside information announcement of the Company dated 21 October 2019 in relation to a petition in relation to the Rights Issue, on 21 October 2019, the Company received a petition (the ''Petition'') presented by Fountain II Limited, a subsidiary of Haitong International Securities, as petitioner (the ''Petitioner''), against (i) the Company; (ii) all Directors, namely Mr. Gong Qingli, Mr. Lin Hongqiao, Mr. Tsang Wah Kwong, Dr. Leung Wing Cheung, William and Dr. Yang Tao; and (iii) Well Up, collectively as respondents, for an order (the ''Injunction Order'') that the Company must not, and the aforementioned Directors and Well Up must not, cause the Company to take any steps to carry out, proceed with, implement and/or perform any other acts in respect of the Rights Issue and/or any other change(s) to the issued share capital of the Company. The Petition was filed with the High Court of the Hong Kong Special Administrative Region (the ''Court'') on the same day. The Petitioner made an urgent ex-parte application on notice to the Company and others on the same day for an interim injunction against the Company. The application was heard at 4:00 p.m. on the same day and was disallowed by the Court. The Court directed the Petitioner to issue an inter-parte summons with no less than 2 clear days' notice with half a day reserved to hear the Petitioner's application for an interim injunction. Therefore, if the Petitioner decides to pursue an application for an interim injunction, the Petitioner shall issue an inter-parte summons as directed by the Court.

LETTER FROM THE BOARD

As disclosed in the inside information announcement of the Company dated 22 October 2019 in relation to a summons in relation to the Rights Issue, on 22 October 2019, the Company was served on a summons (the ''Summons'') to attend a hearing (the ''Hearing'') to be held at the Court at 10 a.m. on Friday, 25 October 2019 of an application on the part of the Petitioner for (i) the Injunction Order; or (ii) for such further or other order as the Court shall in the circumstances deem fit.

The principal grounds for the Petitioner to apply for the Injunction Order are summarised as follows:

the Board shall have reason to believe that a bona fide offer may be imminent, and hence if the Rights Issue is proceeded, the Company would be in breach of the Takeovers Code;
there is no genuine need for the Company to raise funds from the Rights Issue; and
the Board was conducting and/or had been conducting the affairs of the Company in a manner that was in breach of fiduciary duties and/or non-fiduciary duties relating to, among others, the Rights Issue, failure to disclose inside information of the loan default by Well Up, and compliance with the Takeovers Code.

As disclosed in the inside information announcement of the Company dated 25 October 2019, at the Hearing, the Injunction Order was refused on the grounds, among other things, the Company is in genuine need of funds and the decision of undergoing the Rights Issue made by the Board was not for an improper purpose.

WARNING OF THE RISKS OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES

Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon, among others, the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Rights Issue may or may not proceed.

Dealings in the Rights Shares in nil-paid form are expected to take place from Tuesday, 5 November 2019 to Tuesday, 12 November 2019 (both days inclusive). Any Shareholder or other person contemplating transferring, selling or purchasing the Shares and/or Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or the nil-paid Rights Shares.

LETTER FROM THE BOARD

Any Shareholder or other person dealing in the Shares or in the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (and the date on which the Underwriter's right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Any person who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

The Company has not received any information or irrevocable undertaking from any substantial shareholder of the Company of their intention in relation to the Rights Shares to be allotted to them under the Rights Issue as at the Latest Practicable Date.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this prospectus.

By order of the Board

Ping An Securities Group (Holdings) Limited

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

Gong Qingli

CEO and Executive Director

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. SUMMARY OF FINANCIAL INFORMATION

The financial information of the Group for each of the three financial years ended 31 December 2016, 2017 and 2018 were disclosed in the annual reports of the Company for the years ended 31 December 2016 (pages 33 to 128), 31 December 2017 (pages 31 to 120) and 31 December 2018 (pages 28 to 136). The financial information of the Group for the six months ended 30 June 2019 were disclosed in the interim report of the Company for the six months ended 30 June 2019 (pages 2 to 32). The aforementioned financial information of the Group has been published on both the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.pingansecgp.com).

2. INDEBTEDNESS STATEMENT

As at the close of business on 30 September 2019, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this prospectus, the Group had the following indebtedness.

Other borrowings

The Group had outstanding principal of secured and unguaranteed other borrowings of approximately HK$46 million and unsecured and unguaranteed other borrowings of approximately HK$36 million.

Debentures

The Group had an outstanding principal of unsecured and unguaranteed debentures of approximately HK$74 million, which is bearing interest at 5% to 6%. The outstanding principal of debentures of approximately HK$4 million, HK$10 million, HK$10 million, HK$20 million, HK$10 million, HK$10 million and HK$10 million, are repayable on 28 October 2020, 28 April 2021, 29 May 2021, 15 June 2021, 2 July 2021, 12 August 2021 and 9 September 2020 respectively.

Convertible bonds

The Group had an outstanding principal of convertible bonds of approximately HK$290 million, of which HK$100 million bear no interest and the remaining amount of HK$190 million bear interest at 5% to 6% per annum. The outstanding principal of convertible bonds of approximately HK$100 million, HK$100 million and HK$90 million are repayable on 24 September 2020, 26 February 2020 and 26 February 2021 respectively.

Pledge of assets

The Group's certain outstanding secured borrowings of approximately HK$33 million were secured by the Group's properties under development.

I-1

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Contingent liabilities and guarantees

As at the close of business on 30 September 2019, the Group did not have any significant contingent liabilities.

Disclaimer

Save as aforementioned or as otherwise disclosed herein, and apart from intra-group liabilities within the Group and normal trade and other payables in the ordinary course of business, the Group did not have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans, debt securities issued and outstanding, and authorised or otherwise created but unissued and term loans of other borrowings, indebtedness in the nature of borrowings, liabilities under acceptance (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, finance leases or hire purchase commitments, which are either guaranteed, unguaranteed, secured or unsecured, guarantees or other material contingent liabilities at the close of business on 30 September 2019.

3. WORKING CAPITAL

The Directors are of the opinion that, based on the resources currently available to the Group as at the Latest Practicable Date and the expected net proceeds from the Rights Issue, the Group may not have sufficient working capital to satisfy its requirements for at least the next 12 months from the date of this prospectus, which is mainly attributable to a total liabilities of the Group in the principal amount of approximately of HK$292 million will be due in or before September 2020. The Company would seek for different ways of financing including but not limited to rights issue, open offer, placing of the new shares and issuance of bonds, etc. in order to meet the Group's funding needs. As at the Latest Practicable Date, save for the Rights Issue, the Company had yet to reach any concrete plan or timetable for other ways of financing for the working capital of the Group.

4. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position or outlook of the Group since 31 December 2018 (being the date to which the latest published audited financial statements of the Group were made up) and up to and including the Latest Practicable Date.

5. FINANCIAL AND BUSINESS PROSPECTS OF THE GROUP

2018 was a challenging year. Hong Kong's stock market had an exciting start, and the Hang Seng Index soared to a record high. However, the advance was hard hit by severe correction with the escalation in the US-China trade dispute, reduced monetary stimulus, downturn in the Chinese economy and global growth concerns. As a result, our financial services sector underperformed in the year.

Despite the volatile global stock market and uncertain economic outlook, the Group believes that opportunities will come in tandem with challenges. It has dedicated to position itself to be one of the leading institutions in providing one-stop, all round financial services in global asset allocation with its ''two-core driver'', i.e. intelligent investment advisor and wealth management.

I-2

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Looking forward, being benefitted by its close tie with mainland China economy, Hong Kong is the most preferred offshore wealth management centre for high worth mainlanders. The Group is now in possession of Securities and Futures Commission licences for Type 1 (Dealing in Securities), Type 2 (Dealing in Futures Contracts), Type 4 (Advising on Securities), Type 6 (Advising on Corporate Finance) and Type 9 (Asset Management) regulated activities, and licence for insurance brokerage in Hong Kong. Being equipped with this fully-licensed advantage, the Group is well positioned in providing advanced financial solutions to meet our customer needs and market demand, and that the business of the Group will be benefitted.

Financial position of the Company up to the Latest Practicable Date

As at the Latest Practicable Date, the Company had the following major indebtedness due in or before 2021 which consist of (i) convertible bond in the principal amount of HK$100 million due in February 2020; (ii) convertible bonds in an aggregate principal amount of HK$100 million due in September 2020; (iii) convertible bonds in an aggregate principal amount of HK$90 million due in February 2021; (iv) borrowings in the aggregate principal amount of HK$88.88 million due in or before August 2021; and (v) a Senior Notes in the principal amount of US$36.35 million (equivalent to approximately HK$283.53 million).

By summing up the aforementioned liabilities of the Company, the total principal amount of the Company's major indebtedness aggregated to approximately HK$662.41 million as at the Latest Practicable Date.

With reference to the annual reports of the Company for the years ended 31 December 2016, 31 December 2017 and 31 December 2018 and the interim report of the Company for the six months ended 30 June 2019, the Group had recorded net current liabilities for three consecutive years since the financial year ended 31 December 2016 and for the six months ended 30 June 2019.

In addition, the bank balance and cash available for operating use by the Group (i.e. excluding cash cushion to be maintained by the securities business as required under Financial Resources Rules under the SFO) will be running out in around December 2019 as the cash outflow cannot be covered by the cash inflow of the daily operation of the Group (assuming the Rights Issue is not completed as planned).

I-3

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The following is the unaudited pro forma statement of consolidated statement of adjusted consolidated net tangible assets which has been prepared to illustrate the effect of the Rights Issue on the consolidated net tangible assets of the Group attributable to the owners of the Company as if the Rights Issue had been completed on 30 June 2019. As it is prepared for illustrative purposes only, and because of its nature, it may not give a true picture of the financial position of the Group upon completion of the Rights Issue. The unaudited pro forma statement of adjusted consolidated net tangible assets is prepared based on the consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 June 2019 as extracted and derived from the Group's unaudited condensed consolidated financial statements for the six months ended 30 June 2019 included in the published interim report of the Group and is adjusted for the effect of the Rights Issue.

Rights Issue of maximum number of Rights Shares of 2,965,914,675 to be issued at subscription price of HK$0.05 per Rights Share

Rights Issue of minimum number of Rights Shares of 2,582,931,501 to be issued at subscription price of HK$0.05 per Rights Share

			Unaudited pro		Unaudited pro
			forma adjusted		forma adjusted
			consolidated		consolidated
			net tangible	Unaudited pro	net tangible
Unaudited			assets of the	forma adjusted	assets of the
consolidated			Group	consolidated	Group
net tangible			attributable to	net tangible	attributable to
assets of the			owners of the	assets of the	owners of the
Group			Company as at	Group	Company as at
attributable to	Estimated net		30 June 2019	attributable to	30 June 2019
owners of the	proceeds from	Convertible	as adjusted	owners of the	as adjusted for
Company as at	the Rights	bonds	for the	Company as at	the Rights
30 June 2019	Issue	conversion	Rights Issue	30 June 2019	Issue per share
HK$'000	HK$'000	HK$'000	HK$'000	HK cents	HK cents
(Unaudited)			(Unaudited)	(Unaudited)	(Unaudited)
Note 1	Note 2a	Note 2b		Note 3	Note 4

(235,561)	142,816	262,822	170,077	(4.56)	1.91

(235,561)	123,897		-	(111,664)	(4.56)	(1.44)

II-1

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Notes:

1 The amount is determined based on the consolidated net assets of approximately HK$475,742,000 after deducting non-controlling interests of approximately HK$388,804,000 as at 30 June 2019, with an adjustment for intangible assets and right-of-use assets as at 30 June 2019 of approximately HK$297,439,000 and HK$25,060,000, respectively, as set out in the published interim report of the Company for the six months ended 30 June 2019.

2a The estimated net proceeds of issuance of maximum number of right issues of 2,965,914,675 of approximately HK$142,816,000 are calculated based on 2,965,914,675 Rights Shares to be issued at the Subscription Price of HK$0.05 per Rights Share, after deduction of the estimated related expenses, including among others, transaction fees, which are directly attributable to the Rights Issue, of approximately HK$5,480,000.

The estimated net proceeds of issuance of minimum number of right issues of 2,582,931,501 of approximately HK$123,897,000 are calculated based on 2,582,931,501 Rights Shares to be issued at the Subscription Price of HK$0.05 per Rights Share, after deduction of the estimated related expenses, including among others, transaction fees, which are directly attributable to the Rights Issue, of approximately HK$5,250,000.

2b The amount is determined based on all existing Convertible Bond holders convert the Convertible Bond as at 30 June 2019.

The calculation of the consolidated net tangible assets attributable to equity holders of the Company as at 30 June 2019 per Share is determined based on the consolidated net tangible assets attributable to equity holders of the Company of HK$235,561,000 (net liabilities excluding all intangible assets) divided by the number of Shares in issue of 5,165,863,003 as at 30 June 2019.
The unaudited pro forma adjusted consolidated net tangible assets attributable to equity holders of the Company immediately after the completion of the Rights Issue per Share is calculated based on the unaudited pro forma adjusted consolidated net tangible assets attributable to equity holders of the Company immediately after the completion of the maximum issuance of Rights Issue of HK$170,077,000 divided by 8,897,744,026 Shares, which represents 5,165,863,003 Shares in issue as at 30 June 2019, 765,966,348 shares issued upon conversion of convertible bonds and 2,965,914,675 Rights Shares to be allotted and issued pursuant to the Rights Issue, assuming that all Convertible Bonds completed conversion on 30 June 2019 and the Rights Issue had been completed on 30 June 2019.
The unaudited pro forma adjusted consolidated net tangible assets attributable to equity holders of the Company immediately after the completion of the Rights Issue per Share is calculated based on the unaudited pro forma adjusted consolidated net tangible assets attributable to equity holders of the Company immediately after the completion of the minimum issuance of Rights Issue of HK$111,664,000 (net liabilities excluding all intangible assets) divided by 7,748,794,504 Shares, which represents 5,165,863,003 Shares in issue as at 30 June 2019 and 2,582,931,501 Rights Shares to be allotted and issued pursuant to the Rights Issue, assuming that the Rights Issue had been completed on 30 June 2019.
No adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 30 June 2019.

II-2

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

I N D E P E N D E N T R E P O R T I N G A C C O U N T A N T S ' A S S U R A N C E R E P O R T O N T H E COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Directors of Ping An Securities Group (Holdings) Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Ping An Securities Group (Holdings) Limited (the ''Company'') and its subsidiaries (hereinafter collectively referred to as the ''Group'') by the directors of the Company (the ''Directors'') for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 June 2019 and related notes as set out on pages II-1 to II-2 of the prospectus issued by the Company dated 1 November 2019 (the ''Prospectus''). The applicable criteria on the basis of which the Directors have compiled the unaudited pro forma financial information are described on pages II-1 to II-2 of the Prospectus.

The unaudited pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed rights issue on the basis of one rights share for every two shares held on the record date (the ''Rights Issue'') on the Group's financial position as at 30 June 2019 as if the Rights Issue had taken place at 30 June 2019. As part of this process, information about the Group's financial position has been extracted by the Directors from the Group's condensed consolidated statement of financial position as at 30 June 2019, on which no review report has been published.

Directors' Responsibilities for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the unaudited pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and with reference to Accounting Guideline 7 ''Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars'' (''AG 7'') issued by the Hong Kong Institute of Certified Public Accountants (the ''HKICPA'').

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the ''Code of Ethics for Professional Accountants'' issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 ''Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements'' issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

II-3

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Reporting Accountants' Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 ''Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus'' issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the unaudited pro forma financial information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information.

The purpose of unaudited pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 30 June 2019 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

the related pro forma adjustments give appropriate effect to those criteria; and
the unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants' judgment, having regard to the reporting accountants' understanding of the nature of the Group, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

II-4

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Opinion

In our opinion:

the unaudited pro forma financial information has been properly compiled on the basis stated;
such basis is consistent with the accounting policies of the Group; and
the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

CHENG & CHENG LIMITED

Certified Public Accountants

Hong Kong, 1 November 2019

II-5

APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This prospectus, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information regarding the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this prospectus misleading.

2. SHARE CAPITAL

The authorised and issued share capital of the Company as at the Latest Practicable Date and immediately following the completion of the Rights Issue were/will be as follows:

As at the Latest Practicable Date

Authorised:		HK$
300,000,000,000			Shares at HK$0.01 each	3,000,000,000.00

Issued and fully paid:
5,165,863,003	Shares in issue and fully paid as at the Latest	51,658,630.03
			Practicable Date

Immediately following completion of the Rights Issue

Authorised:		HK$
300,000,000,000		Shares at HK$0.01 each	3,000,000,000.00

Issued and fully paid:
5,165,863,003			Shares	51,658,630.03
2,582,931,501	Rights Shares to be issued pursuant to the Rights	25,829,315.01
			Issue
7,748,794,504	Shares in issue and fully paid immediately upon	77,487,945.04
			completion of the Rights Issue

III-1

APPENDIX III

GENERAL INFORMATION

Save for the Convertible Bonds, as at the Latest Practicable Date, the Company had no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

As at the Latest Practicable Date, there was no arrangement under which future dividends were waived or agreed to be waived.

No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange.

3. DISCLOSURE OF INTERESTS

Directors' and chief executive's interests in the Company

As at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest and short positions in the Shares, underlying Shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO), or which are required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

Substantial shareholders and other persons' interests in Shares and underlying Shares

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of SFO, and so far as is known to the Directors or chief executive of the Company, the following persons (other than a Director or a chief executive of the Company) had, or was deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital, including options in respect of such capital, carrying voting rights to vote in all circumstances at general meeting of any other member of the Group:

III-2

APPENDIX III

GENERAL INFORMATION

Aggregate long positions in the Shares

			Approximate
			percentage or
		Number or	attributable
		attributable	percentage of
		number of shares	shareholding as
		held or short	at the Latest
Name of substantial shareholder	Nature of interests	positions	Practicable Date
Well Up (Hong Kong) Limited	Beneficial owner	2,880,015,658	55.75%
(''Well Up'') (Note)
King Focus International Limited	Interests of controlled	2,880,015,658	55.75%
(''King Focus'') (Note)	corporation
Ever Step Holdings Limited	Interests of controlled	2,880,015,658	55.75%
(''Ever Step'') (Note)	corporation
Chong Sing Holdings FinTech Group	Interests of controlled	2,880,015,658	55.75%
Limited (''Chong Sing'') (Note)	corporation
Cui Xintong (''Ms. Cui'') (Note)	Founder of discretionary trust	2,880,015,658	55.75%
	who can influence how
	the trustee exercise his
	discretion
Lee Ken-yi Terence (''Mr. Lee'') (Note)	Interests of controlled	2,880,015,658	55.75%
	corporation
TMF (Cayman) Limited (''TMF'') (Note)	Trustee	2,880,015,658	55.75%
Deep Wealth Holdings Limited	Interests of controlled	2,880,015,658	55.75%
(''Deep Wealth'') (Note)	corporation
Charm Success Group Limited	Interests of controlled	2,880,015,658	55.75%
(''Charm Success'') (Note)	corporation
Finest Achieve Limited	Interests of controlled	2,880,015,658	55.75%
(''Finest Achieve'') (Note)	corporation
HongDa Financial Holdings Limited	Interests of controlled	2,880,015,658	55.75%
(''HongDa'') (Note)	corporation

III-3

APPENDIX III

GENERAL INFORMATION

Note:

Well Up is wholly-owned by King Focus. King Focus, which is in turn owned as to 49% by Charm Success, 37% by Ever Step and 14% by Finest Achieve, respectively.

Charm Success is wholly-owned by Deep Wealth, which is in turn wholly-owned by TMF as a trustee. Ms. Cui is the founder of the Trust and Mr. Lee is the spouse of Ms. Cui.

Ever Step is wholly-owned by Chong Sing.

Therefore each of King Focus, Ever Step, Chong Sing, Charm Success, Deep Wealth, TMF, Ms. Cui and Mr. Lee is deemed to be interested in 55.75% of the entire issued share capital of the Company. Through such interests, each of them is therefore deemed to be interested in Shares in which Well Up is interested for the purpose of the SFO.

Aggregate long positions in the underlying Shares

				Approximate
				percentage or
				attributable
				percentage of
				shareholding
				as at the
			Number of	Latest
Name of substantial		Description of	underlying	Practicable
shareholder	Nature of interests	securities	shares	Date
Topsource International	Beneficial owner	Convertible Bonds	640,966,348	12.41%
Holding Co., Limited		(Note)
(''Topsource'')
Shanghai Xinhua Distribution	Interest of controlled	Convertible Bonds	640,966,348	12.41%
Group Co., Ltd.	corporation	(Note)
(''Shanghai Xinhua'')

Note: Since Topsource is wholly-owned by Shanghai Xinhua, and Shanghai Xinhua is deemed to be interested in the same number of shares in which Topsource was interested under the SFO.

Save as disclosed above and so far as is known to the Directors or chief executive of the Company, there is no person (other than a Director or a chief executive of the Company) had, or was deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital, including options in respect of such capital, carrying voting rights to vote in all circumstances at general meeting of any other member of the Group.

III-4

APPENDIX III

GENERAL INFORMATION

4. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group which will not expire or is not determinable by the Group within one year without payment of compensation other than statutory compensation.

5. DIRECTOR'S INTERESTS IN CONTRACTS AND ASSETS OF THE GROUP

As at the Latest Practicable Date, none of the Directors has or had any direct or indirect interest in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to member of the Group since 31 December 2018, being the date to which the latest published audited consolidated financial statements of the Group were made up.

None of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group which was subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group.

6. LITIGATION

Litigation in Hong Kong

High Court Action No. 266 of 2013

The plaintiff of this case is Ping An Securities Limited (平安證券有限公司) (''PASL''), an indirect wholly-owned subsidiary of the Company; and the defendant is Ping An of China Securities (Hong Kong) Company Limited (中國平安証券(香港)有限公司) (''PAC'').

On 8 February 2013, PASL commenced High Court Action No. 266 of 2013 against PAC for injunction and damages based on infringement of registered trademarks and passing off. The parties have completed discovery and the next step is to appear before the Court to set down directions for case management of the case. PASL had filed its Time Tabling Listing Questionnaire and Mediation Certificate on 28 February 2018. PAC has not filed its Time Tabling Listing Questionnaire yet. The case is still pending and in litigation.

At the same time, the parties have agreed in principle to attempt mediation to attempt to settle this action and High Court Action No. 517 of 2017 (see below) together. The trial of this case has not yet commenced.

High Court Action No. 517 of 2017

The plaintiff of this case is Ping An Insurance (Group) Company of China Ltd. (中國平安保險集團股份有限公司) (''PAI''); and the defendant is the Company.

III-5

APPENDIX III

GENERAL INFORMATION

On 3 March 2017, PAI commenced High Court Action No. 517 of 2017 against the Company for injunction and damages based on passing off. Pleadings have been closed and the parties have exchanged list of documents. PAI has taken out an application for specific discovery for documents by the Company, and the Company has filed its response to the specific discovery application. PAI has filed its reply to the Company's response and the Company will file additional evidence to respond to the allegations in PAI's reply. No hearing date has been set for the PAI's specific discovery application.

At the same time, the parties have been engaging in without prejudice negotiations and have agreed in principle to attempt mediation to try to settle this action and High Court Action No. 266 of 2013 together. The trial of this case has not yet commenced.

Notice served to the Company by the Companies Registry

The Company was formerly known as Madex International (Holdings) Limited and was renamed to Ping An Securities Group (Holdings) Limited on 29 February 2016.

According to a letter dated 4 March 2016 from the Companies Registry to the Company, the Companies Registry considered that the English and Chinese names of the Company are ''too like'' those of some existing companies registered under the Companies Ordinance (Cap. 622 of the laws of Hong Kong) or the predecessor Ordinance (Cap. 32 of the laws of Hong Kong). Pursuant to section 781 of the Companies Ordinance, the Company must not carry on business in Hong Kong under the name ''Ping An Securities Group (Holdings) Limited 平安證券集團（控股）有限公司'' after the end of two months after the date of service of a section 780 notice (the ''Notice'') on the Company by the Companies Registry. The said notice had been served on the Company, and therefore the Company cannot operate under the name ''Ping An Securities Group (Holdings) Limited 平安證券集團（控股）有限公司'' and must operate in Hong Kong under the name PAN Securities Group Limited.

According to a letter dated 21 February 2018 from the Companies Registry to the Company, the Companies Registry would not take further action on this matter in the meantime, pending the final determination/settlement/disposal of the foregoing two legal actions (High Court Action No. 266 of 2013 and High Court Action No. 517 of 2017), and the Companies Registry will reconsider the matter if they receive new information concerning the contention/complaint in relation to the Notice.

Petition and Summons in relation to the Rights Issue

Reference are made to the inside information announcements of the Company dated 21 and 22 October 2019 in relation to a petition (the ''Petition'') and a summons (the ''Summons'') in relation to the Rights Issue, whereby there were disclosed that the Company was served with the Summons to attend

hearing (the ''Hearing'') to be held at the High Court of Hong Kong (the ''Court'') at 10 a.m. on Friday, 25 October 2019 of an application on the part of Fountain II Limited for (i) an injunction order (the ''Injunction Order'') that the Company must not, and all Directors and Well Up must not, cause the Company to take any steps to carry out, proceed with, implement and/or perform any other acts in respect of the Rights Issue and/or any other change(s) to the issued share capital of the Company; or (ii) for such further or other order as the Court shall in the circumstances deem fit. At the Hearing, the Injunction order was refused on the grounds that, among other things, the Company is in genuine need of funds and the decision of undergoing the Rights Issue made by the Board was not for an improper purpose.

III-6

APPENDIX III

GENERAL INFORMATION

For further details of the Petition and the Summons, please refer to the section headed ''Recent Development of the Group - (v) Petition and Summons in relation to the Rights Issue'' under the letter from the Board in this prospectus.

LITIGATION IN THE PRC

Case Number: (2019) Yue 03 Min Chu No. 597* ((2019) 粵 03 民初 597 號)

The plaintiff of this case is Ping An Securities Company Limited* (平安證券股份有限公司) (''PAS'') (allegedly a related party of PAI); and the defendants are (i) the Company, (ii) PASL, and (iii) Shenzhen Super Harvest Management Advisory Company Limited* (深圳豐收管理諮詢有限公司), an indirect wholly-owned subsidiary of the Company.

Summonses were issued by the Shenzhen Intermediate People's Court* (深圳市中級人民法院) on 28 March 2019 ordering the attendance of court hearing on 25 July 2019. The cause of action of this case involves PAS's claims against the defendants in respect of their alleged infringement of right to exclusive use of registered trademarks (''Infringement'') and improper competition (''Improper Competition''), under which PAS demanded the defendants to:

stop such acts that constitute Infringement;
stop such acts that constitute Improper Competition;
make declaration for the purpose of clarification in relation to such acts that constitute Infringement and Improper Competition; and
pay to PAS in compensation of its economic loss and preservation of reasonable rights in the amount of RMB30.2 million.

The Company is currently seeking legal advice on this case (including the justifications of the above reliefs claimed by PAS) and will categorically defend its position together with other defendants in the interests of the Group and the Shareholders as a whole. The trial of this case has not yet commenced.

Save as disclosed above, as at the Latest Practicable Date, no member of the Group was engaged in any litigation or claim of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

7. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinions or advice which are contained in this prospectus:

Name	Qualification
Cheng & Cheng Limited (''Cheng & Cheng'')	Certified Public Accountants

III-7

APPENDIX III

GENERAL INFORMATION

As at the Latest Practicable Date, Cheng & Cheng has given and has not withdrawn its written consent to the issue of this prospectus with the inclusion therein of their letters and references to its name and/or its advice in the form and context in which they respectively appear.

As of the Latest Practicable Date, Cheng & Cheng was not beneficially interested in any share of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Cheng & Cheng did not have any direct or indirect interest in any assets which have been acquired, or disposed of by, or leased to any member of the Group, or are proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2018 (the date to which the latest published audited consolidated financial statements of the Group were made up).

8. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Group) were entered into by the members of the Group during two years preceding the date of this prospectus which are or may be material:

the placing agreement dated 22 June 2018 entered into between the Company and a placing agent, pursuant to which the Company agreed to place, through the placing agent, on a best effort basis, a maximum of 2,500,000,000 new Shares to not less than six placees at a price of HK$0.08 per Share under general mandate, which was completed on 12 July 2018 and an aggregate of 1,768,400,000 Shares have been placed;
the loan agreement dated 13 July 2018 entered into between SH Finance, an indirect wholly- owned subsidiary of the Company, and Great Harmony International Limited (''Great Harmony''), pursuant to which SH Finance as lender agreed to make available to Great Harmony as borrower a term loan facility in the principal amount of HK$15,000,000;
the loan agreement dated 13 July 2018 entered into between SH Finance and Achieve Big Limited (''Achieve Big'') pursuant to which SH Finance as lender agreed to make available to Achieve Big as borrower a term loan facility in the principal amount of HK$50,000,000;
the loan agreement dated 16 July 2018 entered into between SH Finance and Depot Elite Limited (''Depot Elite'') pursuant to which SH Finance as lender agreed to make available to Depot Elite as borrower a term loan facility in the principal amount of HK$50,000,000;
the loan agreement dated 19 July 2018 entered into between SH Finance and Jovial Spate Limited (''Jovial Spate'') pursuant to which SH Finance as lender agreed to make available to Jovial Spate as borrower a term loan facility in the principal amount of HK$35,000,000;
the loan agreement dated 10 August 2018 entered into between SH Finance and Great Harmony pursuant to which SH Finance as lender agreed to make available to Great Harmony as borrower a term loan facility in the principal amount of HK$60,000,000;

III-8

APPENDIX III

GENERAL INFORMATION

the loan agreement dated 10 August 2018 entered into between SH Finance and Jovial Spate pursuant to which SH Finance as lender agreed to make available to Jovial Spate as borrower a term loan facility in the principal amount of HK$10,000,000;
the loan agreement dated 4 September 2018 entered into between SH Finance and Great Harmony pursuant to which SH Finance as lender agreed to make available to Great Harmony as borrower a term loan facility in the principal amount of HK$20,000,000;
the loan agreement dated 21 September 2018 entered into between SH Finance and Great Harmony pursuant to which SH Finance as lender agreed to make available to Great Harmony as borrower a term loan facility in the principal amount of HK$35,000,000;
the deed of amendment dated 26 February 2019 entered into between the Company and the bondholder, Topsource International Holding Co., Limited, in relation to, among other things, to amend the original terms and conditions of the five per cent. (5%) coupon rate unsecured convertible bonds in the aggregate principal amount of HK$100,000,000 due on 26 February 2019 issued by the Company on 27 February 2017; and
the Underwriting Agreement.

9. CORPORATE INFORMATION

Board of Directors	Executive Directors
	Mr. Gong Qingli (Chief Executive Officer)
	Mr. Lin Hongqiao
	Independent non-executive Directors
	Mr. Tsang Wah Kwong
	Dr. Leung Wing Cheung, William SBS, BBS, JP
	Dr. Yang Tao
Registered office	4th Floor North Cedar House
	41 Cedar Avenue
	Hamilton HM 12
	Bermuda
Head office and principal place of	18/F, CITIC Tower
business in Hong Kong	1 Tim Mei Avenue
	Central
	Hong Kong
Principal share registrar and	MUFG Fund Services Limited
transfer office	4th Floor North Cedar House
	41 Cedar Avenue
	Hamilton HM 12
	Bermuda

III-9

APPENDIX III	GENERAL INFORMATION
Branch share registrar and	Tricor Tengis Limited
transfer office in Hong Kong	Level 54,
	Hopewell Centre
	183 Queen's Road East
	Hong Kong
Company Secretary	Mr. Chan Kwan Pak
Authorised representatives	Mr. Lin Hongqiao
	Mr. Chan Kwan Pak
Business address of Directors,	18/F, CITIC Tower
senior management and	1 Tim Mei Avenue
authorised representatives	Central
	Hong Kong
Principal bankers	Bank of Communications Co. Ltd. (Hong Kong Branch)
	16/F, Lee Garden Five
	18 Hysan Avenue
	Causeway Bay
	Hong Kong
	Bank of China (Hong Kong) Limited
	Shop 1-4, G/F
	Tung Hip Commercial Building
	244-248 Des Voeux Road Central
	Central
	Hong Kong

10. PARTIES INVOLVED IN THE RIGHTS ISSUE

The Company	Ping An Securities Group (Holdings) Limited
	(Carrying on business in Hong Kong as PAN Securities Group Limited)
	18/F, CITIC Tower
	1 Tim Mei Avenue
	Central
	Hong Kong
Underwriter	Fulbright Securities Limited
	33/F, Cosco Tower
	Grand Millennium Plaza
	183 Queen's Road
	Central
	Hong Kong

III-10

APPENDIX III	GENERAL INFORMATION
Legal adviser to the Company	C&T Legal LLP
	22/F, Shum Tower
	268 Des Voeux Road Central
	Sheung Wan
	Hong Kong
Financial adviser to the Company	Amasse Capital Limited
	Room 1201, 12th Floor
	Prosperous Building
	48-52 Des Voeux Road Central
	Hong Kong
Auditor and reporting accountant	Cheng & Cheng Limited
	4/F., Allied Kajima Building
	138 Gloucester Road
	Wanchai
	Hong Kong
11. PROFILES OF DIRECTORS

Executive Directors

Mr. Gong Qingli, aged 51, has been an executive Director and the CEO since 1 December 2017. Mr. Gong obtained his accounting qualification from Shanghai Lixin Accounting College (立信會計專科學校) in 1989. Mr. Gong is a member of the Chinese Institute of Certified Public Accountants. Mr. Gong had over 28 years of experience in accounting, business advisory and risk management services, including some with an international accounting firm. From April 2017 to April 2018, Mr. Gong was an executive director of HongDa Financial Holding Limited (Stock Code: 1822), a 14% indirect shareholder of Well Up (Hong Kong) Limited, which holds 58% of the share capital of the Company. He was an executive director of Fufeng Group Limited (Stock Code: 546), a company listed on the main board of the Stock Exchange, from 2007 to 2011.

Mr. Lin Hongqiao, aged 53, has been an executive Director since 8 September 2017. Mr. Lin obtained his Bachelor of Finance from the Shanghai University of Finance and Economics in July 1988, the Master of Economics from Fudan University in January 1997 and the securities practice qualification from China Securities Association of China in February 2008. Mr. Lin was a director of the business department of Orient Securities Company Limited (stock code: 3958), an integrated securities company whose shares are listed on the Main Board of the Stock Exchange, from June 2006 to April 2017. Since January 2017 he has been a director of King Focus International Limited and its wholly owned subsidiary Well Up (Hong Kong) Limited, which holds 58% of the share capital of the Company.

III-11

APPENDIX III

GENERAL INFORMATION

Independent non-executive Directors

Mr. Tsang Wah Kwong, aged 67, has been an independent non-executive Director since 16 February 2016. Mr. Tsang holds a bachelor degree in business administration from the Chinese University of Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Chartered Association of Certified Accountants, as well as a member of the Chinese Institute of Certified Public Accountants. Mr. Tsang was a former partner of PricewaterhouseCoopers in Hong Kong and China, where he worked from July 1978 to June 2011, and has over 30 years of experience in auditing and providing support for initial public offerings and acquisition transactions. Mr. Tsang is currently an independent nonexecutive director of a number of listed companies, namely China Merchants China Direct Investments Limited (Stock code: 133), Sihuan Pharmaceutical Holdings Group Limited (Stock code: 460), TK Group (Holdings) Limited (Stock code: 2283), and China Animation Characters Company Limited (Stock code: 1566). Mr. Tsang was an independent director of Agria Corporation (formerly listed on the New York Stock Exchange) from August 2011 to October 2017, a director of PGG Wrightson Limited (a company listed on the New Zealand Stock Exchange) from December 2014 to October 2017 and an independent nonexecutive director of PanAsialum Holdings Company Limited (Stock code: 2078) from January 2013 to January 2016.

Dr. Leung Wing Cheung, William SBS, BBS, JP, aged 65, has been an independent non-executive Director since 1 December 2017. Dr. Leung graduated from the Hong Kong Baptist University (then College) and obtained a Diploma in Arts in English Language and Literature in 1978. In 2017, He was conferred an honorary doctorate by the Hong Kong Academy for Performing Arts. He was appointed a Justice of the Peace in 2005 and honoured with a Bronze Bauhinia Star and a Silver Bronze Bauhinia Star by the HKSAR Government in 2009 and 2016 respectively. Dr. Leung has over 30 years of experience in the banking and financial services industry. He joined Hang Seng Bank Limited (''HS Bank'') (Stock Code: 11) in 1994 as assistant general manager and head of credit card centre until his departure in December 2011 as executive director and head of personal banking. Prior to joining HS Bank in Hong Kong, he had worked with American Express International Inc., Standard Chartered Bank in Hong Kong, VISA International and Mastercard International in Sydney. He was an executive director of Sun Hung Kai & Company Limited (Stock Code: 86), a company listed on the Main Board of the Stock Exchange, from March 2012 to June 2015. Dr. Leung is the Chief Executive and executive director of WeLab Digital Limited, which has been granted a virtual banking licence by the Hong Kong Monetary Authority.

Dr. Leung ardently participates in public service and is involved in a number of Government and industry committees and non-profit organizations in Hong Kong, including being chairman of the Estate Agents Authority, chairman of the Jockey Club Creative Arts Centre, chairman of HKU SPACE Foundation Committee, vice chairman of Hong Kong Heart Foundation, treasurer of Concerted Efforts Resource Centre, advisor of Our Hong Kong Foundation. He previously served Hong Kong Academy for Performing Arts and Hong Kong Dance Company as chairman, the Employee Retraining Board as chairman, Hong Kong Baptist University Council and Court as treasurer, chairman of the Business School's Advisory Committee of Hong Kong Baptist University. He was also member of the HKSAR's Manpower Development Committee and Human Resources Planning Commission and the Consultative Panel of the West Kowloon Cultural District Authority, Hong Kong Sports Institute Strategic Initiative Task Force, Digital 21 Strategy Advisory Committee and Investor Education Advisory Committee of SFC.

III-12

APPENDIX III

GENERAL INFORMATION

Dr. Yang Tao, aged 45, has been an independent non-executive Director since 26 February 2017, Dr. Yang graduated from Nanjing University of Science and Technology in 1995 with a bachelor's degree in engineering, and obtained his master's degree in economics from the Graduate School of the Ministry of Finance Research Institute in 2000 and doctorate in economics from the Graduate School of Finance and Trade Department of the Chinese Academy of Social Sciences in 2003. Dr. Yang is a research fellow, a PhD supervisor, and a non-practising member of the Institute of Certified Public Accountants in Beijing and holds a China lawyer qualification certificate. Dr. Yang is currently the deputy director of the National Institute of Finance and Development (國家金融與發展實驗室) and the director of the Industrial Finance Research Institute of the Chinese Academy of Social Sciences (中國社會科學院產業金融研究基地). He also holds many senior positions in different high level committees and forums. Dr. Yang's major research areas include monetary and fiscal policies, financial markets; Internet finance, payment and settlement etc. On the academic contribution front, Dr. Yang has long been engaged in the study of financial theories, policies and practices, focusing on interdisciplinary research in economics, finance, sociology and information technology. In recent years, he has conducted research in financial markets, banking reform, payment and settlement, Internet finance, financial science and technology and made outstanding achievements.

12. BINDING EFFECT

The Prospectus Documents and all acceptance of any offer or application contained therein are governed by and shall be construed in accordance with the laws of Hong Kong. The Prospectus Documents shall have the effect, if an application is made pursuant hereof, of rendering all persons concerned bound by all the provisions (other than the penal provisions) of Sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) so far as applicable.

13. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

A copy of each of the Prospectus Documents, having attached thereto the written consent referred to in the paragraph headed ''Expert and Consent'' in this appendix, have been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).

14. EXPENSES

The expenses in connection with the Rights Issue, including underwriting commission, printing, registration, legal and accounting fees, are estimated to be approximately HK$5.20 million and will be payable by the Company.

III-13

APPENDIX III

GENERAL INFORMATION

MISCELLANEOUS
1. The Company secretary of the Company is Mr. Chan Kwan Pak, a fellow member of the Association of Chartered Certified Accountants and a member of the Institute of Chartered Secretaries and Administrators.
2. The English text of this prospectus shall prevail over the Chinese text in case of any inconsistency.
DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 5:00 p.m. on any Business Day at the principal place of business of the Company in Hong Kong at 18/F, CITIC Tower 1 Tim Mei Avenue Central Hong Kong from the date of this prospectus up to and including the date which is 14 days from the date of this prospectus:

1. the memorandum of association and the bye-laws of the Company;
2. the annual reports of the Company for the years ended 31 December 2016, 2017 and 31 December 2018 and the interim report of the Company for the six months ended 30 June 2019;
3. the report on the Unaudited Pro Forma Financial Information of the Group as set out in Appendix II of this prospectus;
4. the material contracts referred to in the paragraph headed ''8. Material Contracts'' of this appendix;
5. the written consent from the expert referred to in the paragraph headed ''7. Expert and consent'' of this appendix; and
6. this prospectus.
For identification purpose only

III-14

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Ping An Securities Group (Holdings) Limited published this content on 01 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 November 2019 08:48:35 UTC

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