Central China Securities Co., Ltd. — Board/Management Information 2017

Sep 26, 2017

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 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 announcement.

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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 “ 中原證券股份有限公司 ” and carrying on business in Hong Kong as “ 中州證券 ”)

(Stock Code: 01375)

INSIDE INFORMATION AND OVERSEAS REGULATORY ANNOUNCEMENT – BOARD RESOLUTION

This announcement is made by Central China Securities Co., Ltd. (the “ Company ”) pursuant to Rule 13.09 (2)(a) and Rule 13.10B 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, Laws of Hong Kong).

The Company published the “Announcement on Resolutions of the 42nd Meeting of the Fifth Session of the Board of Central China Securities Co., Ltd.” dated 26 September 2017 on the website of the Shanghai Stock Exchange. The following is a translation of the official announcement solely for the purpose of providing information.

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

Henan, the PRC 25 September 2017

As at the date of this announcement, the Board comprises executive Director Mr. JIAN Mingjun, non-executive Directors Mr. LI Xingjia, Mr. WANG Lixin, Mr. ZHANG Qiang, Mr. ZHANG Xiaoqi and Mr. YU Zeyang, and independent non-executive Directors Mr. YUAN Dejun, Mr. YUEN Chi Wai, Mr. NING Jincheng and Mr. YU Xugang.

Stock Code: 601375 Stock Short Name: CC SECURITIES Announcement No.: 2017-077

Announcement on Resolutions of the 42[nd] Meeting of the Fifth Session of the Board of Central China Securities Co., Ltd.

The board of directors and all directors of the Company warrant that there are no false representations, misleading statements or material omissions contained in the contents of this announcement, and jointly and severally accept responsibility for the truthfulness, accuracy and completeness of its contents.

The notice of the 42nd meeting of the fifth session of the board of directors (the “Board”) of Central China Securities Co., Ltd. (the “Company”) was despatched on 18 September 2017 by way of mail. The meeting was held on 25 September 2017 by way of written correspondence. 10 directors were entitled to be present at the meeting, among whom 10 attended in person. The convening, holding and voting procedures of the meeting were in compliance with the requirements of the Company Law of the People’s Republic of China (《中華人民共和國公司法》) and the Articles of Association of the Company. Mr. Jian Mingjun, Chairman of the Board, presided over the meeting, during which the following resolutions have been considered and approved:

I. The Resolution of Central China Securities Co., Ltd. on the Transfer of 8.5% Equity Interests in Taiping Fund Management Co., Ltd. ( 《中原证券股份有 限公司關於轉讓所持太平基金管理有限公司 8.5% 股權的議案》 ) was considered and approved.

Voting result: 10 votes in favour, 0 vote against and 0 vote abstained.

Taiping Fund Management Co., Ltd. (hereinafter referred to as “Taiping Fund”) was incorporated in January 2013 upon registration with Shanghai Administration for Industry & Commerce. It was formerly known as Ashmore-CCSC Fund Management Co., Ltd.. The scope of operation of Taiping Fund includes fund raising, fund sales, asset management for specific clients, asset management and other businesses as permitted by the China Securities Regulatory Commission. In 2016, the Company

transferred its 34% equity interests in Taiping Fund to Taiping Asset Management Co., Ltd (hereinafter referred to as “Taiping Asset”). Subsequently, Taiping Asset has increased capital of Taiping Fund twice. After the capital increase, the registered capital of Taiping Fund was RMB0.4 billion and the Company holds 8.5% equity interests in Taiping Fund. Currently, the Company intends to transfer the 8.5% equity interests in Taiping Fund through public tender on Henan Public Resource Trading Centre.

It is proposed that the tender price of the equity transfer shall be determined based on the audited and assessed net asset value of the 8.5% equity interests in Taiping Fund held by the Company as at 31 August 2017 and in accordance with the principle that the tender price shall not be lower than the assessed value. The final transaction price of the equity transfer will be determined based on the transaction price of the public tender.

The Board of the Company has agreed to transfer the 8.5% equity interests in Taiping Fund and has authorized the management of the Company to conduct various works during the process of the equity transfer. Upon completion of the transfer of equity interests, the Company will no longer hold any equity interests in Taiping Fund. The subject matter of this transfer has clear property rights and is free from mortgage, pledge and any other restrictions on the transfer. It is neither subject to litigations, arbitrations or judicial measures such as seizure or suspension, nor subject to other circumstances that may hinder the transfer of ownership.

Upon calculation, the above matter does not meet the disclosure standards as required by the relevant rules under the Rules Governing the Listing of Shares on the Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and hence no separate announcement has to be made. In the event that the final transaction price meets the disclosure requirements under the Listing Rules, the Company will fulfil its obligation with regard to further information disclosure.

II. The Resolution of Central China Securities Co., Ltd. on Authorizing the Company to Apply for the Proposed Spin-Off to the Hong Kong Stock Exchange in relation to the Listing on the New Third Board of Central China Futures Co., Ltd. ( 《中原证券股份有限公司關於就中原期貨在新三板掛牌事宜授權公司向香 港聯合交易所申請建議分拆的議案》 ) was considered and approved.

Voting result: 10 votes in favour, 0 vote against and 0 vote abstained.

The Company convened the 46th meeting of the fourth session of the Board on 1 April 2015, and considered and approved the Proposal on Implementing Joint-stock Reform to Central China Futures Co., Ltd. and Proposed Listing on the National Equities Exchange and Quotations System (《關於中原期貨有限公司進行股份制改 制並擬申請在全國中小企業股份轉讓系統掛牌的議案》). The Company agreed the application for listing on the National Equities Exchange and Quotations System (hereinafter referred to as the “New Third Board”) of Central China Futures Co., Ltd. after the reform. Currently, Central China Futures Co., Ltd. has been reformed to Central China Futures Co., Ltd. (中原期貨股份有限公司) (hereinafter referred to as “Central China Futures”).

In accordance with the requirements of Practice Note 15 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Stock Exchange”), it was agreed to authorize the Company to apply for the proposed spin-off to the Stock Exchange in relation to the listing on the New Third Board of Central China Futures.

The Company has no plan to sell the shares in Central China Futures. Upon completion of the spin-off, the Company will remain as the controlling shareholder of Central China Futures and the financial data of Central China Futures will still be consolidated into the financial statements of the Company. In addition, the Company will continue to have adequate operating businesses and assets and be able to support its listing status on the Main Board of the Stock Exchange upon completion of the spin-off.

III. The Resolution of Central China Securities Co., Ltd. on Identifying Connected Transactions ( 《中原证券股份有限公司關於確認關聯交易的議案》 ) was considered and approved.

Voting result: 9 votes in favour, 0 vote against and 0 vote abstained. The connected director, Li Xingjia, has abstained from voting.

In July to August 2017, Central China Blue Ocean Investment Management Company Limited, a wholly-owned subsidiary of the Company, executed the relevant contracts with Zhongyuan Trust Company Limited (hereinafter referred to as “Zhongyuan Trust”) regarding the purchase of wealth management products. Zhongyuan Trust is the holding subsidiary of Henan Investment Group Co., Ltd., the

controlling shareholder of the Company, and therefore it is a connected party of the Company.

The independent opinions of the independent directors of the Company on the Resolution of Central China Securities Co., Ltd. on Identifying Connected Transactions are as follows:

The above connected transactions are beneficial to the business development of the Company and do not cause any material impact on the normal operation of the Company. The prices of the connected transactions were determined with reference to market prices or industry standards and are fair and free from any act with prejudice to the interests of the Company and the shareholders of the Company.

For details, please refer to the Announcement of Central China Securities Co., Ltd. on Identifying Connected Transactions (《中原证券股份有限公司關於確認關聯 交易的公告》) (Announcement No.: 2017-079) as disclosed on the same date of this announcement.

Notice is hereby given.

The Board of Directors of Central China Securities Co., Ltd.

26 September 2017