Guotai Junan Securities Co., Ltd. Perpetual Subordinated Bond 2019 Interest Payment Announcement

Stock Code: 601211 Stock Abbreviation: Guotai Junan Announcement No.: 2019-004

Bond Code: 123269 Bond Abbreviation: 15 Guojun Y1

Guotai Junan Securities Co., Ltd. Perpetual Subordinated Bond 2019 Interest Payment Announcement

The Board of Directors and all directors of the company guarantee There are no false records, misleading statements or major omissions in the content of this announcement, and we bear individual and joint responsibilities for the authenticity, accuracy and completeness of the content.

Important content reminder:

Credit registration date: January 21, 2019

Bond interest payment date: January 22, 2019

Guotai Junan Securities Co., Ltd. The perpetual subordinated bonds issued by Guotai Junan Securities Co., Ltd. (hereinafter referred to as the "bonds") will be paid on January 22, 2019. From January 22, 2018 to January 21, 2019 interest. In accordance with the provisions of the relevant provisions of the company's "Guotai Junan Securities Co., Ltd. Perpetual Subordinated Bond Prospectus", the relevant matters are hereby announced as follows:

1. Basic information on the current bond

(1) Bond name: Guotai Junan Securities Co., Ltd. Perpetual subordinated bonds;

(2) Stock abbreviation and code: "15 Guojun Y1" for short, stock code "123269";

(3) Issuer: Guotai Junan Securities Co., Ltd.;

(4) Total issuance amount and Term:

The issuance scale of this issue of bonds is 5 billion yuan;

This issue of bonds will last for a long time before the issuer redeems them in accordance with the terms of issuance, and will expire when the issuer redeems them in accordance with the terms of issue;

(5) Bond form: real-name bookkeeping;

(6) Bond Interest rate :

This bond adopts a fixed interest rate; remain unchanged during the interest accrual year. Starting from the sixth interest accrual year, the coupon rate is reset every 5 years; the coupon rate for the first 5 interest accrual years of

is the initial benchmark interest rate plus the initial spread, where the initial benchmark interest rate is 5 working days before the first day of issuance China Bond Information Network (www.chinabond.com.cn) publishes ChinaBond Interbank Fixed RateGovernment Bond Yield CurveArithmetic average yield of treasury bonds with a maturity of 5 years (rounded to 0.01%) ); the initial spread is the difference between the coupon rate and the initial benchmark rate, which is determined by the issuer according to the market conditions at the time of issuance;

If the issuer does not exercise the redemption right, the coupon rate will start from the sixth interest accrual year The adjustment is the current benchmark interest rate plus the initial interest rate difference plus 300 basis points, which will remain unchanged from the 6th to the 10th interest-bearing year. The benchmark interest rate for the current period is the yield of treasury bonds with a maturity of 5 years in the ChinaBond interbank fixed-rate treasury bond yield curve announced by China Bond Information Network (www.chinabond.com.cn) 5 working days before the coupon rate reset date Arithmetic mean (rounded to 0.01%). Thereafter, the coupon rate will be reset every 5 years based on the current benchmark rate plus the initial spread plus 300 basis points; the formula for

coupon rate is: current coupon rate = current benchmark rate + initial spread + 300BPs; Due to economic and policy changes and other factors, the current benchmark interest rate is unavailable on the interest rate reset date, and the coupon rate will be determined by using the benchmark interest rate of the previous period before the coupon rate reset date plus the initial interest rate difference plus 300 basis points;

(7) Interest calculation period: the interest calculation period of this bond is from January 22, 2015 to the agreed redemption date;

(8) Interest payment date: from the date of issue, every year on January 22 (in case of legal holidays, it will be postponed to the next working day);

(9) Redemption right: On the 5th and every subsequent interest payment date of this bond, the issuer has the right to add interest payable to the face value (including all deferred interest and its Yield) redemption of this bond;

(ten) first coupon rate reset date: January 22, 2020;

(eleven) coupon rate reset date: every 5 Days of the year;

(12) Deferred interest payment clause: Unless a mandatory interest payment event occurs, on each interest payment date of the bond, the issuer can choose to defer the current interest and all deferred interest and its fruits to the next The interest payment date shall be paid on the interest payment date, and shall not be subject to any restrictions on the number of deferred interest payments; the deferred interest does not constitute the issuer’s failure to pay the interest in full as agreed, and each deferred interest shall be accrued at the current coupon rate;

(13 ) interest payment method: 5 working days before each interest payment date of this bond, the issuer shall publish the "Interest Payment Announcement" on the information media designated by the competent authority in accordance with relevant regulations, and on the interest payment date, the China Securities Co., Ltd. The Shanghai Branch of Depository and Clearing Co., Ltd. completes the interest payment as an agent; if the issuer decides to defer the payment of interest, the issuer and the relevant intermediary agency shall disclose the Announcement on Deferred Interest Payment 5 working days before the date of interest payment;

( 14) Mandatory interest payment events: 12 months before the interest payment date, if the following events occur, the issuer shall not defer the current interest and all deferred interest and its fruits:

(1) dividends to ordinary shareholders;

(2) Reduce registered capital.

(15) Restrictions under interest deferred: When the issuer has the situation of deferred payment of interest, until the deferred interest and its fruits are all paid off, the following activities are not allowed:

(16) Redemption method : If the issuer decides to exercise the redemption right at the time stipulated in the aforementioned redemption right clause, the issuer shall publish the "Announcement on Early Redemption" on the information media designated by the competent department in accordance with relevant regulations one month before the redemption date. And the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. completed the redemption as an agent.

2. This interest payment plan

The coupon rate of the current bond is 6.00%, and the actual interest paid per lot of "15 Monarch Y1" (face value RMB 1,000) is RMB 60.00 (tax included).

3. The interest payment of the current bond this year

(1) The interest calculation period of this year: from January 22, 2018 to January 21, 2019;

(2) Interest rate: the coupon rate of this bond is 6.00%;

(3) Claims registration date: January 21, 2019 is the current year's credits registration date for the portion of the bonds listed on the Shanghai Stock Exchange. As of the close of the market in the afternoon on the above-mentioned bond registration date, investors in this issue of bonds will enjoy the interest of the current year on the bond balance recorded in the escrow account;

(four) interest payment date: January 22, 2019;

(five) ", the company will not defer the payment of the current interest of the current bond.

4. Interest payment object

This interest payment object is all holders of "15 Monarchs Y1" registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch after the Shanghai Stock Exchange closes on January 21, 2019 .

V. Interest payment method

(1) The company signed an agreement with China Securities Depository and Clearing Corporation Shanghai Branch to entrust bond redemption and interest redemption, entrusting China Securities Depository and Clearing Corporation Shanghai Branch to carry out bond redemption and interest redemption . If the company fails to transfer the bond redemption and interest redemption funds to the bank account designated by China Securities Depository and Clearing Corporation Shanghai Branch in full amount on time, China Securities Depository and Clearing Corporation Shanghai Branch will terminate the agency bond redemption according to the agreement , Interest redemption service, subsequent redemption and interest redemption work shall be handled by the company itself, and relevant implementation matters shall be subject to the announcement of the company. The company will transfer the full amount of interest on the current bond to the bank account designated by China Securities Depository and Clearing Corporation Shanghai Branch two trading days before the current interest redemption date.

(2) China Securities Depository and Clearing Co., Ltd. Shanghai Branch, after receiving the payment, transfers the bond interest to the corresponding redemption institution (securities company or China Securities Depository and Clearing Co., Ltd. Shanghai Branch recognized by the fund settlement system) Other institutions), investors receive bond interest from the redemption institution.

6. Regarding the collection of corporate bond interest income tax on current bonds

(1) Explanation on the collection of corporate bond interest income tax from individual investors

according to the "People's Republic of ChinaIndividual Income Tax Law" and "Enterprise Bond Management Regulations" According to the provisions of relevant documents, individual investors of this issue of bonds shall pay individual income tax on the bond interest income they obtain.. The issuer of this issue of bonds has clearly stated the above provisions in the Prospectus for Perpetual Subordinated Bonds of Guotai Junan Securities Co., Ltd.

According to the "Notice of the State Administration of Taxation on Strengthening the Withholding and Payment of Individual Income Tax on Corporate Bond Interests" (Guo Shui Han [2003] No. 612), the individual income tax on the current bond interest will be uniformly withheld and paid by each redemption institution. Payment shall be made directly to the taxation department in the location of each cashing institution. All redemption institutions are requested to do a good job of withholding and paying individual income tax in accordance with the relevant provisions of the Individual Income Tax Law. If each redemption institution fails to fulfill the obligation of withholding and payment of the above-mentioned individual income tax on bond interest, the resulting legal liability shall be borne by each redemption institution.

Instructions for the collection of personal income tax on the interest of the current bond are as follows:

1, taxpayer: individual investor of the current bond

2, tax object: the interest income of the current bond

3, tax rate: levied at 20% of the interest amount

4. Tax collection link: When individual investors receive interest at the interest payment outlet, the interest payment outlet will deduct it in one go. Tax collection and management department: the taxation department where each interest payment outlet is located

(2) Explanation on the collection of corporate bond interest income tax from non-resident enterprises

For non-resident enterprises such as qualified foreign institutional investors holding bonds of the current period (the meaning is the same as "Enterprise Income Tax Law of the People's Republic of China"), according to the "Enterprise Income Tax Law of the People's Republic of China" and its implementation regulations that came into effect on January 1, 2008, and the "Regarding Chinese Resident Enterprises Paying Dividends to QFIIs" issued on January 23, 2009 Circular on Issues Concerning the Withholding and Payment of Enterprise Income Tax on Dividends and Interests (Guo Shui Han [2009] No. 47), and the Announcement of the State Administration of Taxation on Issues Concerning Withholding and Payment of Non-resident Enterprise Income Tax at Source, which came into effect on December 1, 2017 " (Announcement No. 37 of 2017 of the State Administration of Taxation) and other regulations, non-resident enterprises shall pay 10% enterprise income tax on the interest of the issuer's current bond obtained by non-resident enterprises. According to the "Notice on Enterprise Income Tax Value-Added Tax Policies for Overseas Institutions Investing in the Domestic Bond Market" (Caishui [2018] No. 108), from November 7, 2018 to November 6, 2021, foreign institutions investing in domestic bonds Bond interest income obtained in the market is temporarily exempt from corporate income tax and value-added tax. The scope of the temporary exemption of corporate income tax does not include the bond interests obtained by institutions and places established by foreign institutions in China that are actually connected with the institutions and places.

7. Relevant institutions and contact methods

(1)Issuer

Guotai Junan Securities Co., Ltd.

Address: No. 768, Nanjing West Road, Jing’an District, Shanghai

Legal representative: Yang Dehong

Contacts: Shen Kai, Xie Zuoliang, Zhao Ling

Tel: 021-38677723

Zip Code: 200041

Website: www.gtja.com

(2) Custodian

China Securities Depository and Clearing Co., Ltd. Shanghai Branch

Address: 3rd Floor, China Insurance Building, No. 166 Lujiazui East Road, Shanghai

Contact person: Xu Ying

Tel: 021-68870114

Zip code: 200120

This announcement is hereby made.

Guotai Junan Securities Co., Ltd.

Board of Directors

January 15, 2019