Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to the accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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)

INSIDE INFORMATION - WINDING UP PETITION

This announcement is made by Ping An Securities Group (Holdings) Limited (the "Company") pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to (1) the announcement of the Company dated 24 June 2020 relating to a statutory demand; and (2) the announcement of the Company dated 27 July 2020 regarding the winding-up petition against the Company (collectively, the "Announcements"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Announcements.

Alleged basis of the Petition

The Petitioner alleges that by a subscription agreement dated 28 May 2014 (the "Subscription Agreement"), the Petitioner subscribed for the bond issued by the Company at a principal sum of HK$10,000,000 bearing an interest rate of 6% per annum. The Petitioner further alleges that the Company's failure to pay the interest recently due has amounted to a default event and thus petitions for the winding up of the Company by virtue of sections 327(3)(b) and 327(4)(a) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) (the "Ordinance").

Effect of the Petition under the applicable laws and regulations

According to Section 182 of the Ordinance and Article 166 of the Bermuda Companies Act 1981, the effect of the Petition, unless and until it is dismissed or a validation order is sought, is that any disposition of the property of the Company, including things in action, and any transfer of shares, or alteration in the status of the members of the Company, made after the commencement of the winding up, shall, unless the court otherwise orders, be void.

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The Company wishes to remind its shareholders and potential investors that pursuant to the circular dated 28 December 2016 issued by the Hong Kong Securities Clearing Company Limited ("HKSCC"), when the Petition is carried out and in view of these restrictions and the uncertainties that may arise from the transfer of the shares of the Company (the "Shares"), HKSCC may at any time, and without notice, exercise its powers under the General Rules of the Central Clearing and Settlement System (the "CCASS") to temporarily suspend any of its services in respect of the Shares. This may include the suspension of acceptance of deposits of share certificates of the Company into the CCASS. The share certificates of the Company received by HKSCC but not yet re-registered in HKSCC Nominee Limited's name will also be returned to the relevant participant and HKSCC shall reserve the right to reverse any credit granted to such participant by debiting the relevant securities from its CCASS account accordingly. These measures would generally cease to apply from the date when the Petition has been struck-out, dismissed or permanently stayed, or the Company has obtained the necessary validation order from the relevant court(s). The Petition was filed in the Court only as an application for the winding-up of the Company and as at the date of this announcement no winding-up order has been granted by the Court to wind up the Company.

Potential Impact of the Petition and Actions Taken by the Company

As at date of this announcement, to the best knowledge of the Board, the Petition has had no material impact to the day to day operation of the Company and its subsidiaries for the time being. The Company is seeking advice from financial adviser on the financial position of the Company. The Company is also seeking legal advice on the matter and considering all available options as to the legal rights of the Company, including but not limited to the application for a validation order in relation to, inter alia, transfer of shares. The Company will keep its shareholders and investors informed of any significant development of the Petition and will make further announcement(s) as and when appropriate in accordance with the Listing Rules.

Shareholders and potential investors should accordingly exercise caution when dealing in the securities of the Company.

By order of the Board

Ping An Securities Group (Holdings) Limited

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

Cheung Kam Fai

Executive Director and CEO

Hong Kong, 6 August 2020

As at the date of this announcement, the Board comprises Mr. Cheung Kam Fai (CEO) as executive Director; Mr. Cheung Ming Ming and Mr. Tsui Cheung On as non-executive Directors; and Mr. Wong Yee Shuen, Wilson, Mr. Suen To Wai and Mr. Yau Wai Lung as independent non-executive Directors.

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Ping An Securities Group (Holdings) Limited published this content on 06 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 August 2020 11:33:02 UTC