CITIC Securities Company Limited (SHSE:600030) entered into a cooperation agreement of intent to acquire Guangzhou Securities Co., Ltd. from Guangzhou Yuexiu Financial Holdings Group Co., Ltd. (SZSE:000987) and Guangzhou Yuexiu Financial Holdings Group Ltd. on December 24, 2018. As on January 9, 2019, CITIC Securities Company Limited entered into an asset acquisition framework agreement to acquire Guangzhou Securities Co., Ltd. from Guangzhou Yuexiu Financial Holdings Group Co., Ltd. and Guangzhou Yuexiu Financial Holdings Group Ltd. for CNY 12.8 billion. CITIC Securities Company Limited will issue not more than 793.2 million shares for the deal. CITIC Securities Company Limited will issue not more than 533.3 million to Guangzhou Yuexiu Financial Holdings Group Ltd. and not more than 259.9 million to Guangzhou Yuexiu Financial Holdings Group Co., Ltd. Guangzhou Yuexiu Financial Holdings will be issued 259.9 million shares for CNY 441 million and Guangzhou Yuexiu Financial Holdings will be issued 533.3 million shares for CNY 905 million. As per the amendment report dated October 16, 2019, CITIC Securities Company Limited entered into a revised asset acquisition framework agreement to acquire Guangzhou Securities Co., Ltd. from Guangzhou Yuexiu Financial Holdings Group Co., Ltd. and Guangzhou Yuexiu Financial Holdings Group Ltd. for CNY 18.4 billion. CITIC Securities Company Limited will issue 809.9 million shares to acquire Guangzhou Securities Co., Ltd.

On March 4, 2019, Guangzhou Yuexiu Financial Holdings Group and Guangzhou Yuexiu Financial Holdings Group Ltd. signed the asset acquisition framework agreement with CITIC Securities Company Limited. As per CITIC Securities Company Limited's request, Guangzhou Yuexiu Financial Holdings Groupis to transfer 0.1% stake in Guangzhou Securities Co., Ltd. to CITIC Securities Company Limited's wholly-owned subsidiary CITIC Securities Investment Limited, while Guangzhou Yuexiu Financial Holdings Group and Guangzhou Yuexiu Financial Holdings Group Ltd. will then transfer the remaining 99.90% stake to CITIC Securities Company Limited. A detailed asset acquisition agreement or a supplemental agreement might be signed in due course. Post completion, Guangzhou Securities Co., Ltd. will operate as a wholly owned subsidiary of CITIC Securities Company Limited.

The transaction subject to signing of a definitive agreement, due diligence, approval of shareholders and Board of CITIC Securities Company Limited, Guangzhou Yuexiu Financial Holdings Group Co., Ltd. and Guangzhou Yuexiu Financial Holdings Group Ltd., approval of China Securities Regulatory Commission, other regulatory approvals and other conditions. The transaction is also subject to the fact that in case audited net assets value of Guangzhou Securities Co., Ltd. as at the benchmark date, being the preliminary audit benchmark date in respect of closing, is lower than CNY 11.2 billion, Guangzhou Yuexiu Financial Holdings Group Co., Ltd. and Guangzhou Yuexiu Financial Holdings Group Ltd. shall pay to Guangzhou Securities Co., Ltd. in cash or any other forms (including provision of guarantee) as agreed by CITIC Securities Company Limited equivalent to the difference between such net assets value and CNY 11.2 billion within 10 working days from the date of issuing the audit report with the preliminary audit benchmark date in respect of closing being the benchmark date of the audit. As a pre-condition, Guangzhou Securities Co., Ltd. shall transfer the excluded assets, being 99.03% equity interest in Guangzhou Futures and 24.01% equity interest in Golden Eagle, to Guangzhou Yuexiu Financial Holdings Group Co., Ltd. and/or its related parties at the respective filed/approved appraised price as at the valuation benchmark date, being November 30, 2018, which will not be adjusted based on the profit or loss, or any increase or decrease in the net assets of the excluded assets during the period from the valuation benchmark date to the closing date. The transaction will not be implemented unless Guangzhou Securities Co., Ltd. obtains regulatory approvals for transfer of excluded assets. As on January 9, 2019, the Board of Directors of CITIC Securities Company Limited approved the transaction. On January 15, 2019, CITIC Securities Company Limited received a letter of enquiry from Shanghai Stock Exchange concerning information about the transaction. As on January 18, 2019, transaction received the approval from controlling shareholder Guangzhou Yuexiu Holding Limited and approval in principle by CITIC Securities Company Limited's major shareholder CITIC Corporation Limited. As of March 4, 2019, the transaction has been approved by the State-Owned Assets Supervision and Administration Commission department. On January 9, 2019, the Board of Directors of Guangzhou Yuexiu Financial Holdings Group Co., Ltd. approved the transaction. On March 4, 2019, the Board of Directors of Guangzhou Yuexiu Financial Holdings Group Ltd. approved the transaction. On May 27, 2019, shareholders of CITIC Securities Company Limited has approved the transaction. On October 30, 2019, the Company's asset acquisition through issuance of shares along with related transactions matter received unconditional approval from the Merger, Acquisition, and Reorganization Examination Committee of Listed Companies of the China Securities Regulatory Commission in its 53rd work meeting of 2019. As of November 25, 2019, the transaction was approved by China Securities Regulatory Commission and Guangzhou Securities approved Guangzhou Futures and Golden Eagle equity transfers to Guangzhou Yuexiu Financial Holdings Group Co., Ltd.

Wen Bo, Wang Gang, Lv Xingyuan, Su Ziwei, Zhang Jundong of China Great Wall Securities Co., Ltd. (SZSE:002939), Zhang Huanhuan, Li Mingze, Guan Jianhua, Wang Daifei, Guo Wenqian, Shi Zhongshan of China Merchants Securities Co., Ltd. (SHSE:600999) acted as financial advisor, and Xiong Chuan, Yu Hongbin, Zhang Yipeng of Zhong Lun Law Firm acted as legal advisor and Xiong Chuan, Yu Hongbin, Zhang Yipeng of ShineWing Certified Public Accountants Co., Ltd. acted as accountant for Guangzhou Yuexiu Financial Holdings Group Co., Ltd. Yang Jiongyang, Wang Qianchun, Shao Weicai, Hu Weijia, Chen Liang, Fan Hongwei, Xie Zuopeng, Zhang Ran, Zhong Haiyang, Yan Luchang, Yang Xiaolong, Zhao Chanyuan, Wang Yuming, Fu Yang, Guo Zeyuan and Lv Xinling of HUAXI Securities Co., Ltd. (SZSE:002926) acted as Independent financial advisor and Wang Ling, Gao Yimin, Jia Diyan and Wang Ling of Beijing King & Wood Mallesons Law Firm acted as legal counsel for CITIC Securities Company Limited in the transaction. PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) acted as audit institution and Zhonglian International Evaluation Consulting Co., Ltd acted as asset assessment agency in the transaction. Li Dan, Han Dan, Liu Wei, Huang Chen and Liu Ai of PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) acted as accountant to CITIC Securities Company Limited.

CITIC Securities Company Limited (SHSE:600030) completed the acquisition of Guangzhou Securities Co., Ltd. from Guangzhou Yuexiu Financial Holdings Group Co., Ltd. (SZSE:000987) and Guangzhou Yuexiu Financial Holdings Group Ltd. on January 9, 2020. The name of Guangzhou Securities Co., Ltd. has been changed to CITIC Securities South China Company Limited. On March 6, 2020, CITIC Securities Investment, Yuexiu Financial Holdings, Financial Holdings Limited and CITIC Securities South China entered into the Supplemental Agreement on the Acquisition of Assets by Issuance of Shares which sets out supplementary provisions in respect of relevant matters after completion of the transfer of the Target Assets under the Transaction.