Central China Securities Co., Ltd. — AGM Information 2021

May 31, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Central China Securities Co., Ltd., you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, securities broker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

==> picture [160 x 37] intentionally omitted <==

Central China Securities Co., Ltd.

(a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “中原証券股份有限公司” and carrying on business in Hong Kong as “中州証券”)

(Stock Code: 01375)

2020 PROFIT DISTRIBUTION PLAN PROPOSED CHANGE OF AUDITORS EVALUATIONS AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2020

EVALUATIONS AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2020

PROPOSED PROVISION OF GUARANTEE OR COUNTER GUARANTEE FOR CENTRAL CHINA INTERNATIONAL BUSINESS SCALE AND AFFORDABLE RISK LIMITS OF SECURITIES PROPRIETARY TRADING FOR THE YEAR OF 2021 PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

Letter from the Board is set out on pages 3 to 14 of this circular.

The AGM will be held by the Company at 9:30 a.m. on Wednesday, 30 June 2021 at Conference Center, Huanghe State Guesthouse, No. 1 Yingbin Road, Zhengzhou, Henan Province, the PRC. The Notice of AGM is set out on pages 15 to 17 of this circular.

The proxy form for the AGM are attached to this circular. Whether or not you are able to attend the AGM in person, you are requested to complete and return the applicable proxy form in accordance with the instructions printed thereon as soon as possible. In case of holders of H Shares, the proxy form shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event, not less than 24 hours before the time scheduled for holding the relevant meetings or any adjournment thereof (as the case may be) or the time appointed for the taking of the poll. Completion and delivery of the proxy form will not preclude you from attending and voting in person at the relevant meetings or any adjournment thereof if you so desire.

31 May 2021

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the expressions below have the meanings assigned:

“A Share(s)” domestic listed ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed and traded on the Main Board of the Shanghai Stock Exchange

• “A Shareholder(s)” holder(s) of A Shares

• “AGM” the annual general meeting for the year 2020 (or any adjournment thereof) of the Company to be convened and held at 9:30 a.m. on Wednesday, 30 June 2021 at Conference Center, Huanghe State Guesthouse, No. 1 Yingbin Road, Zhengzhou, Henan Province, the PRC

• “Articles of Association” the articles of association of the Company as amended from time to time

• “Board” the board of the Directors of the Company

• “Company” Central China Securities Co., Ltd. (中原證券股份有限公司) (carrying on business in Hong Kong as “中州證券”), a joint stock company incorporated on 8 November 2002 in Henan Province, the PRC with limited liability, the H Shares and A Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 01375) and the Shanghai Stock Exchange (stock code: 601375), respectively

• “Company Law” the Company Law of the People’s Republic of China “CSRC” the China Securities Regulatory Commission “Director(s)” the director(s) of the Company

– 1 –

DEFINITIONS

“H Share(s)”	overseas listed foreign ordinary shares with a nominal
	value of RMB1.00 each in the share capital of the
	Company, which are listed and traded on the Main Board of
	the Hong Kong Stock Exchange
“H Shareholder(s)”	holder(s) of H Shares
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Latest Practicable Date”	28 May 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
“Ministry of Finance”	Ministry of Finance of the People’s Republic of China
“PRC” or “China”	the People’s Republic of China
“RMB”	the lawful currency of the PRC, Renminbi, the basic unit of
	which is “yuan”
“Share(s)”	ordinary share(s) with a nominal value of RMB1.00 each in
	the share capital of the Company, including A Shares and H
	Shares
“Shareholder(s)”	the shareholder(s) of the Company
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [160 x 37] intentionally omitted <==

Central China Securities Co., Ltd.

(a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “中原証券股份有限公司” and carrying on business in Hong Kong as “中州証券”) (Stock Code: 01375)

Executive Directors: Mr. JIAN Mingjun (Chairman) Mr. CHANG Junsheng

Non-executive Directors:

Mr. LI Xingjia Mr. WANG Lixin Mr. TIAN Shengchun Mr. ZHANG Xiaoqi Mr. LU Benson Cheng

Independent Non-executive Directors: Mr. YUEN Chi Wai Mr. NING Jincheng

Mr. YU Xugang Ms. ZHANG Dongming

Registered Address in the PRC: No. 10 Shangwu Waihuan Road Zhengdong New District Zhengzhou, Henan Province China

Headquarters/Principal Place of Business in the PRC: No. 10 Shangwu Waihuan Road Zhengdong New District Zhengzhou, Henan Province China

Principal Place of Business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

31 May 2021

To the Shareholders

Dear Sir or Madam,

2020 PROFIT DISTRIBUTION PLAN PROPOSED CHANGE OF AUDITORS EVALUATIONS AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2020

EVALUATIONS AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2020

PROPOSED PROVISION OF GUARANTEE OR COUNTER GUARANTEE FOR CENTRAL CHINA INTERNATIONAL BUSINESS SCALE AND AFFORDABLE RISK LIMITS OF SECURITIES PROPRIETARY TRADING FOR THE YEAR OF 2021 PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

I. INTRODUCTION

Ordinary resolutions (among other things) will be presented at the AGM to be approved: (1) the profit distribution plan for the year of 2020; (2) proposed change of auditors; (3) evaluations and remuneration of the Directors for the year of 2020; (4) evaluations and remuneration of the Supervisors for the year of 2020; (5) proposed provision of guarantee or counter guarantee for Central China International Financial Holdings Company Limited (“ Central China International ”); (6) business scale and affordable risk limits of securities proprietary trading for the year of 2021; and (7) proposed appointment of independent non-executive Directors.

The purpose of this circular is to provide you with details of the aforementioned matters, and set out the Notice of AGM.

II. 2020 PROFIT DISTRIBUTION PLAN

As audited by ShineWing Certified Public Accountants (Special General Partnership), the Company’s net profit attributable to owners of the parent company for 2020 was RMB104,302,038.78. After the withdrawal of the surplus reserve and various risk reserves, and plus the undistributed profits at the beginning of the year, the accumulated distributable profits amounted to RMB102,780,913.15 as of 31 December 2020.

As considered and approved by the Board, the Company proposes to distribute profits for 2020 based on the total share capital registered on the record date for payment of the cash dividend. The Company proposes to distribute a cash dividend of RMB0.17 (tax inclusive) for every 10 Shares to all Shareholders. Calculated based on the total share capital of the Company as of 31 December 2020, the total cash dividend amounts to RMB78,929,039.90 (tax inclusive), representing 75.67% of the net profit attributable to owners of the parent company in that year. In the event of change in total share capital of the Company after the date of the Board meeting approving the profit distribution plan for the year of 2020 and before the record date for payment of the cash dividend, the total distribution amount will be kept unchanged and the rate will be adjusted accordingly. No capital reserves will be converted into share capital and no bonus shares will be distributed by the Company.

On 30 March 2021, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the profit distribution plan of the Company for the year of 2020 at the AGM by way of ordinary resolution. After the profit distribution plan of the Company for the year of 2020 is considered and approved by the AGM, payment of the 2020 cash dividend will be made before 31 August 2021.

– 4 –

LETTER FROM THE BOARD

III. PROPOSED CHANGE OF AUDITORS

Reference is made to the announcement of the Company dated 28 May 2021 in relation to proposed change of auditors.

In accordance with relevant requirements under the Notice of the Ministry of Finance on Printing and Distributing the Administrative Measures for Selection and Appointment of Accounting Firms by State-owned Financial Enterprise (Caijin [2020] No. 6) 《財政部關於印( 發〈國有金融企業選聘會計師事務所管理辦法〉的通知》 (財金[2020] 6號)), the term of appointment of an accounting firm by a financial enterprise shall not exceed five consecutive years in principle and the term of appointment of an accounting firm conforming to the requirements of such measures shall not exceed eight consecutive years. Since the period for providing auditing services to the Company by ShineWing Certified Public Accountants (Special General Partnership) has exceeded the prescribed time limit, the Company is required to change the accounting firm in 2021. The Board proposed to appoint Da Hua Certified Public Accountants (Special General Partnership) as the accounting firm of the Company for the year of 2021 with a term of one year to provide both domestic and overseas audit services under the China Accounting Standards for Business Enterprises.

The Company has communicated with ShineWing Certified Public Accountants (Special General Partnership) in advance in respect of the proposed change of auditors, and ShineWing Certified Public Accountants (Special General Partnership) has no objection to this. As confirmed by ShineWing Certified Public Accountants (Special General Partnership) to the Company in writing, there is no matter relating to the proposed cessation of re-appointment need to be brought to the attention of the Shareholders. The Board also confirmed that, save as the reason disclosed above, there is no matter relating to the proposed change of auditors need to be brought to the attention of the Shareholders. The Board would like to express its sincere gratitude to ShineWing Certified Public Accountants (Special General Partnership) for its diligent work during the years of providing audit services for the Company.

As for the appointment of Da Hua Certified Public Accountants (Special General Partnership) as the auditing firm of the Company for the year of 2021, the audit and review fees will be RMB950,000 in total (including the interim review fee of RMB150,000, the audit fee of RMB600,000 for annual financial reports and special regulatory report, and audit fee of RMB200,000 for internal control), representing a decrease of 68% as compared with last year. The audit fee for the year of 2021 is determined by reference to the level of fees charged in the same industry, taking into account the nature of the audit services, the level of risk, the complexity and other factors. If there is an increase in the audit fee subsequently due to additional audit work or other reasons, it is proposed to the AGM that the Board be authorized to determine the adjustment of relevant audit fees.

– 5 –

LETTER FROM THE BOARD

On 28 May 2021, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on the appointment of the auditing firm for the year of 2021 at the AGM by way of ordinary resolution.

IV. EVALUATIONS AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2020

According to the requirements of the Company Law, the Governance Standards for Securities Companies 《證券公司治理準則》( ), the Governance Standards for Listed Companies 《上市公司( 治理準則》) and the Articles of Association, the evaluation and remuneration of the Directors of the Company for the year of 2020 is set out below:

(I) Performance by and Evaluation on Directors

In 2020, the Company held 11 Board meetings and three general meetings. All the Directors of the Board lawfully, faithfully and diligently performed their statutory obligations, attended Board meetings and meetings of special committees in accordance with requirements, carefully considered the proposals, and offered advices and suggestions in professional manners regarding the reform and renovation, significant matters, related party transactions, internal control, compliance management, risk control, system establishment, social responsibilities, etc. of the Company, which ensured that the decision-making of the Board is compliant, scientific and standardized, guaranteed the truthfulness, accuracy and completeness of the information disclosed by the Company and duly protected the interests of Shareholders. In 2020, none of the Directors had committed any irregularity.

(II) Payment of Remuneration of Directors in 2020

The remuneration of Directors comprises of allowances and other remunerations. The remuneration of the internal Directors is determined based on their specific positions in the Company with reference to the relevant remuneration and evaluation system of the Company. The allowances of the external Directors are paid on monthly basis, and the external Directors are not entitled to other remunerations other than the allowances from the Company. For details of payment of remunerations to the Directors by the Company in 2020, please refer to the 2020 Annual Report of Central China Securities Co., Ltd. disclosed on the website of the Shanghai Stock Exchange.

On 30 March 2021, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the evaluations and remuneration of the Directors of the Company for the year of 2020 at the AGM by way of ordinary resolution.

– 6 –

LETTER FROM THE BOARD

• V. EVALUATIONS AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2020

According to the requirements of the Company Law, the Governance Standards for Securities Companies, the Governance Standards for Listed Companies and the Articles of Association, the evaluations and remuneration of the Supervisors of the Company for the year of 2020 is set out below:

(I) Basic Information of the Supervisors

At present, the Supervisory Committee comprises nine Supervisors, including the chairman of the Supervisory Committee (Mr. Lu Zhili), the shareholder representative Supervisors (Ms. Zhang Qiuyun, Mr. Zhang Xiansheng, and Mr. Xie Junsheng), the independent Supervisors (Ms. Xiang Siying and Mr. Xia Xiaoning), and the employee representative Supervisors (Ms. Zhang Lu, Mr. Zhang Huamin, and Ms. Xiao Yichen). The number and composition of the Supervisor Committee are in line with the requirements of the laws and regulations.

The appointment and change of Supervisor of the Company are in strict compliance with the requirements of the Articles of Association. On 30 March 2020, the Company held the tenth meeting of the sixth session of the Supervisory Committee and nominated Ms. Zhang Qiuyun as the candidate for the Supervisor of the sixth session of the Supervisory Committee. On 10 June 2020, the Company held the 2019 Annual General Meeting, at which Ms. Zhang Qiuyun was elected as a Supervisor of the sixth session of the Supervisory Committee. She has officially performed her duties as a Supervisor of the sixth session of the Supervisory Committee, and the term of office will end on the expiration date of the term of the sixth session of the Supervisory Committee.

(II) Performance by and Evaluation on Supervisors

In 2020, the Company held seven meetings of the Supervisory Committee, and the Supervisors attended three general meetings and 11 Board meetings. At the meetings, all of the Supervisors carefully considered the proposals, lawfully performed their duties and responsibilities, supervised and checked the legitimate operation, significant decision-making and significant operation, financial position, the lawfulness and compliance of performance of the Directors and senior management of the Company, reviewed the proposals of the Board, supervised the convening, voting procedures and voting results of the general meetings and the Board meetings, proactively protected the lawful interests of the Company and its Shareholders, and facilitated the legitimate operation and standardized management of the Company. The Supervisors were diligent and responsible in the performance of their duties and responsibilities without the conduct prohibited by the Articles of Association.

– 7 –

LETTER FROM THE BOARD

(III) Payment of Remuneration of Supervisors in 2020

The remuneration of the Supervisors comprises of allowances and other remunerations. The remuneration of the internal Supervisors is determined based on their specific positions in the Company with reference to the relevant remuneration and evaluation system of the Company. The allowances of the certain external Supervisors are paid on monthly basis, and the external Supervisors are not entitled to other remunerations other than the allowances from the Company. For details of payment of remunerations to the Supervisors by the Company in 2020, please refer to the 2020 Annual Report of Central China Securities Co., Ltd. disclosed on the website of the Shanghai Stock Exchange.

On 30 March 2021, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the evaluations and remuneration of the Supervisors of the Company for the year of 2020 at the AGM by way of ordinary resolution.

VI. PROPOSED PROVISION OF GUARANTEE OR COUNTER GUARANTEE FOR CENTRAL CHINA INTERNATIONAL

Given that the Hong Kong capital market fluctuated significantly due to factors including economic adjustments and COVID-19 epidemic, Central China International recorded a loss in 2020. In order to facilitate the continuous development of the overseas business of the Company and maintain its liquidity, it is proposed to provide the guarantee for Central China International as follows:

The Company will provide guarantee or counter guarantee for Central China International to get loans from or apply for line of credit with a bank, with the amount not exceeding 10% of the audited net assets of the Company for the latest period and no more than RMB1.0 billion, and a letter of guarantee or other documents of same effect may be issued by instalments within one year from the date on which the resolution is passed at the AGM. The validity period of the guarantee or counter guarantee shall be based on each letter of guarantee or other documents of same effect, and the specific amount, bank and cooperation conditions shall be determined by Central China International, the Treasury Department and other related departments according to the circumstances.

In order to control risks, the gearing ratio of Central China International when the Company provides guarantees or counter guarantees to it shall not exceed the gearing ratio (approximately 89%) calculated when the ratio of net assets to liabilities in the risk control indicators of the Company is higher than the alert threshold of 12%, among which the liabilities exclude accounts payable to brokerage clients, credit trading accounts payable to brokerage clients, accounts payable to securities issuers, amounts due to asset management clients and other clients’ funds.

– 8 –

LETTER FROM THE BOARD

The management of the Company be authorized to handle relevant matters.

On 30 March 2021, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on the provision of guarantee or counter guarantee for Central China International Financial Holdings Company Limited at the AGM by way of ordinary resolution.

VII. BUSINESS SCALE AND AFFORDABLE RISK LIMITS OF SECURITIES PROPRIETARY TRADING FOR THE YEAR OF 2021

According to the Provisions on the Calculation Basis for Risk Control Indicators of Securities Companies 《證券公司風險控制指標計算標準規定》( ), the aggregate amount of proprietary equity securities and securities derivatives shall not exceed 100% of the net capital of a securities company, and the aggregate amount of proprietary non-equity securities and securities derivatives shall not exceed 500% of the net capital of a securities company and the warning level is 80% of the stipulated requirement. Considering the assets, liabilities, gains or losses and capital sufficiency and other conditions of the Company, it is proposed that the business scale and affordable risk limits of the securities proprietary trading of the Company for 2021 are as follows:

1. The investment scale of the proprietary non-equity securities and securities derivatives for 2021 shall not exceed 350% of the net capital (in real time). The affordable risk limits shall not exceed 5% of the total self-owned capital investments.

The investment scale of the proprietary non-equity securities and securities derivatives is measured with reference to the regulatory standards. If there are any changes in the regulatory standards in a given year, the above shall be adjusted to comply with the latest regulatory standards.

1. The investment scale of the proprietary equity securities and securities derivatives for 2021 shall not exceed 50% of the net capital (in real time). The affordable risk limits shall not exceed 15% of the total self-owned capital investments.

The investment scale of the proprietary equity securities and securities derivatives is measured with reference to the regulatory standards. If there are any changes in the regulatory standards in a given year, the above shall be adjusted to comply with the latest regulatory standards.

The management of the Company be authorized to determine the specific scale of funds and affordable risk limits to the extent of authorized limits according to market conditions when the relevant conditions of the CSRC for proprietary trading management and risk control are met.

– 9 –

LETTER FROM THE BOARD

On 25 March 2021, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on the determination of the business scale and affordable risk limits of securities proprietary trading for the year of 2021 at the AGM by way of ordinary resolution.

VIII. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Reference are made to the announcements of the Company dated 1 June 2020, 29 March 2021 and 28 May 2021 respectively.

According to the Company Law, the Guiding Opinions on the Establishment of Independent Director Systems in Listed Companies 《關於在上市公司建立獨立董事制度的指導意見》( ), the Guidelines on the Duty Performance of Independent Directors of Listed Companies 《上市公司獨( 立董事履職指引》) and other relevant laws and regulations, as well as the relevant requirements of the Articles of Association, the consecutive terms of the independent non-executive directors shall not exceed six years. The term of office of each of Mr. Yuen Chi Wai and Mr. Ning Jincheng as independent non-executive Director has reached six years. In order to promote the standardized, sound and stable development of the Company, the Company convened the thirtieth meeting of the sixth session of the Board on 28 May 2021, at which Mr. Chen Zhiyong and Mr. Tsang Sung were nominated as the candidates of the independent non-executive Directors of the sixth session of the Board with the term of office commencing from the date of approval by the AGM until the expiry of the term of office of the sixth session of the Board. The proposed appointment of Mr. Chen Zhiyong and Mr. Tsang Sung as independent non-executive Directors is subject to the consideration and approval of the AGM. From the effective date of the above appointments of Mr. Chen Zhiyong and Mr. Tsang Sung as independent non-executive Directors, Mr. Yuen Chi Wai will cease to be an independent non-executive Director, the chairperson of the Remuneration and Nomination Committee and a member of the Audit Committee under the Board, and Mr. Ning Jincheng will cease to be an independent non-executive Director, a member of the Remuneration and Nomination Committee and a member of the Risk Control Committee under the Board.

The aforementioned nomination of independent non-executive Directors is subject to the preliminary review by the Remuneration and Nomination Committee under the Board, and is proposed by the Board and will be submitted to the AGM for election in accordance with the Articles of Association. Having considered the written confirmation of independence provided by Mr. Chen Zhiyong and Mr. Tsang Sung to the Company pursuant to Rule 3.13 of the Hong Kong Listing Rules and their skills, background, knowledge and experience, the Board proposed to appoint Mr. Chen Zhiyong and Mr. Tsang Sung as independent non-executive Directors of the sixth session of the Board and is satisfied with their independence as independent non-executive Directors. Mr. Chen Zhiyong has extensive experience in different fields, including professional studies in finance, professional studies in taxation, budget and accounting research, and has rich

– 10 –

LETTER FROM THE BOARD

experience in international cultural exchange and enjoys special government allowance of the State Council. Mr. Tsang Sung has extensive experience in strategic management, corporate operation and human resources management and has extensive international banking and financial management capabilities. In addition, the cultural and educational background, professional experience, skills, knowledge and practice of Mr. Chen Zhiyong and Mr. Tsang Sung enable them to provide relevant valuable insights and contribute to the diversity of the Board.

The biographical details of Mr. Chen Zhiyong are as follows:

Mr. Chen Zhiyong, born in April 1958, holds a doctoral degree of economics from Zhongnan University of Economics and Law (中南財經政法大學). He is currently a professor and doctoral supervisor of Zhongnan University of Economics and Law. He graduated from Zhongnan University of Finance and Economics (中南財經大學) with a mater degree in 1987, majoring in finance, and stayed for teaching in the same year. He has served as the head of the Department of Finance and the vice president and the president of the School of Public Finance and Taxation in Zhongnan University of Economics and Law. He is currently a head member of the Public Finance Professional Committee under the Higher Financial & Economic Education Branch of Chinese Association of Higher Education, the deputy chairman of the National University Financial Education Research Association, a member of China National Guidance Committee For Master Education of Taxation, a standing director of Hubei Finance Institute, the deputy chairman of Hubei Budget and Accounting Research Institute, the deputy chairman of Hubei Tax Institute and a director of Hubei International Cultural Exchange Center. He is entitled to the special government allowance of the State Counsel.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chen Zhiyong confirmed that (i) he has not held any position of the Company or its subsidiaries nor any directorship in other listed company for the past three years; (ii) he does not have any relationship with any Directors, Supervisors, senior management, substantial or controlling Shareholders of the Company; and (iii) he does not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“ SFO ”).

Save as disclosed above, in relation to the appointment of Mr. Chen Zhiyong as an independent non-executive Director, there is no information which is required to be disclosed nor is/was the matter involved in any of the requirements pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor any matters that need to be brought to the attention of the Shareholders and the Hong Kong Stock Exchange.

– 11 –

LETTER FROM THE BOARD

The biographical details of Mr. Tsang Sung are as follows:

Mr. Tsang Sung, born in July 1972, holds a Bachelor of Business Administration degree from the Chinese University of Hong Kong and a Master of Business Administration (International Banking and Finance) degree from the University of Birmingham, United Kingdom. He is currently the Vice Chairman of Esquel China Holdings Limited and the Managing Director (Group Human Resources) of Esquel Group. He started to work in October 1996 and gained extensive experience in strategic management, business operation and human resources management. He has served as the Assistant to Chairman (Asia Pacific) and the China Country Manager of American Appraisal Limited, Director of Operation of CampusALL Company Limited, and Vice President of The 8th Network Corporation. He joined Esquel Group since 2002 and has served in various position including general manager in respective subsidiaries in China, Chief Human Resources Officer and Managing Director of Global Sales.

Save as disclosed above, as at the Latest Practicable Date, Mr. Tsang Sung confirmed that (i) he has not held any position of the Company or its subsidiaries nor any directorship in other listed company for the past three years; (ii) he does not have any relationship with any Directors, Supervisors, senior management, substantial or controlling Shareholders of the Company; and (iii) he does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, in relation to the appointment of Mr. Tsang Sung as an independent non-executive Director, there is no information which is required to be disclosed nor is/was the matter involved in any of the requirements pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor any matters that need to be brought to the attention of the Shareholders and the Hong Kong Stock Exchange.

If the proposed appointment of Mr. Chen Zhiyong and Mr. Tsang Sung as independent non-executive Directors is approved at the AGM, the Company will enter into a service contract with each of Mr. Chen Zhiyong and Mr. Tsang Sung respectively. The remuneration of Mr. Chen Zhiyong and Mr. Tsang Sung will be determined after considering the proposal from the Remuneration and Nomination Committee under the Board with reference to the remuneration of the other independent non-executive Directors.

– 12 –

LETTER FROM THE BOARD

IX. AGM

The AGM will be held by the Company at 9:30 a.m. on Wednesday, 30 June 2021 at Conference Center, Huanghe State Guesthouse, No. 1 Yingbin Road, Zhengzhou, Henan Province, the PRC.

No Shareholder is required to abstain from voting on the resolutions submitted for approval at the AGM.

The proxy form for the AGM is attached to this circular. Whether or not you are able to attend the AGM in person, you are requested to complete and return the applicable proxy form in accordance with the instructions printed thereon as soon as possible. In case of holders of H Shares, the proxy form shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event, not less than 24 hours before the time scheduled for holding the relevant meetings or any adjournment thereof (as the case may be) or the time appointed for the taking of the poll. Completion and delivery of the proxy form will not preclude you from attending and voting in person at the relevant meetings or any adjournment thereof if you so desire.

X. VOTING

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, the respective resolutions as stated in the notice of AGM will be taken by way of a poll under the Article 127 of the Articles of Association.

During the poll, every Shareholder present in person or by proxy (or in case of Corporation, its duly authorised representative) at the AGM shall have one vote for each share registered in his/her name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.

XI. RECOMMENDATION

The Board considered that all resolutions to be proposed at the AGM are in the interests of the Company and the Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of all resolutions to be proposed at the meetings.

– 13 –

LETTER FROM THE BOARD

XII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular 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 circular misleading.

Yours faithfully,

By order of the Board Central China Securities Co., Ltd. JIAN Mingjun

Chairman

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [160 x 37] intentionally omitted <==

Central China Securities Co., Ltd.

(a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “中原証券股份有限公司” and carrying on business in Hong Kong as “中州証券”) (Stock Code: 01375)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Wednesday, 30 June 2021 at Conference Center, Huanghe State Guesthouse, No. 1 Yingbin Road, Zhengzhou, Henan Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 31 May 2021.

AS ORDINARY RESOLUTIONS

1. To consider and approve the work report of the Board of the Company for the year of 2020;

2. To consider and approve the work report of the Supervisory Committee of the Company for the year of 2020;

3. To consider and approve the annual report of the Company for the year of 2020;

4. To consider and approve the profit distribution plan of the Company for the year of 2020;

5. To consider and approve the financial statements of the Company for the year of 2020;

6. To consider and approve the resolution on the appointment of the auditing firm for the year of 2021;

7. To consider and approve the evaluations and remuneration of the Directors of the Company for the year of 2020;

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and approve the evaluations and remuneration of the Supervisors of the Company for the year of 2020;

2. To consider and approve the resolution on the provision of guarantee or counter guarantee for Central China International Financial Holdings Company Limited;

3. To consider and approve the resolution on the determination of the business scale and affordable risk limits of securities proprietary trading for the year of 2021; and

4. 11.00. To consider and approve the resolution on the election of independent Directors of the sixth session of the Board:

5. 11.01 Election of Mr. Chen Zhiyong as independent Director of the six session of the Board

6. 11.02 Election of Mr. Tsang Sung as independent Director of the six session of the Board

7. 11.01 to 11.02 above shall be voted by item.

By order of the Board Central China Securities Co., Ltd. JIAN Mingjun Chairman

Henan, the PRC 31 May 2021

Notes:

1. The register of members of the Company will be closed from 25 June 2021 to 30 June 2021 (both days inclusive), during which period no transfer of H Shares of the Company can be registered. In order to qualify to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 24 June 2021.

2. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder of the Company.

3. In order to be valid, the H Shareholders’ proxy form for the AGM must be deposited by hand or by post to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares of the Company) not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof should they so wish.

1. Shareholders or their proxies shall provide their identification documents when attending the AGM.

2. The on-site AGM is expected to take half a day approximately. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.

3. The address of the Company’s head office in the PRC is No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC.

4. For the resolution on the election of independent Directors of the sixth session of the Board (Resolution No. 11.00), the cumulative voting system was adopted. Each share shall have the same number of voting right as to the number of the candidate of Director. Shareholders can use their voting right to vote for the same (one) candidate, or to vote for different candidates separately. After aggregating the final voting results of all Shareholders, those candidates with the highest votes will be elected in descending order. You should pay particular attention to the fact that each Shareholder casts shall not exceed the corresponding maximum number of votes in his/her possession in respect of the election of Directors, otherwise, the votes on the resolution will be invalid and deemed abstain. No ballot will be cast “For” or “Abstain” in cumulative voting system. You are requested to fill in the corresponding number of votes in the “Cumulative Voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum number of votes in total under the resolution, and does not need to be the integral multiples of the number of shares held by the voters. If you mark “ ” in the blank against the name of each candidate, you will be deemed to cast your total number of votes equally amongst the corresponding candidates under that resolution.

– 17 –