Central China Securities Co., Ltd. — Board/Management Information 2021

May 28, 2021

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 “中原証券股份有限公司” and carrying on business in Hong Kong as “中州証券”) (Stock Code: 01375)

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS; AND

ADJUSTMENTS TO THE COMPOSITION OF THE MEMBERS OF THE SPECIALIZED COMMITTEES UNDER THE BOARD

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

References are made to the announcements dated 1 June 2020 and 29 March 2021 respectively of Central China Securities Co., Ltd. (the “ Company ”). According to the Company Law of the People’s Republic of China (《中華人民共和國公司法》), 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 of the Company, 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 of the Company 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 of directors (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 shareholders’ general meeting of the Company 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 of the Company is subject to the consideration and approval of the shareholders’ general meeting of the Company. From the effective date of the above appointments of Mr. Chen Zhiyong and Mr. Tsang Sung as independent nonexecutive directors of the Company, Mr. Yuen Chi Wai will cease to be an independent nonexecutive director of the Company, 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 of the Company, a member of the Remuneration and Nomination Committee and a member of the Risk Control Committee under the Board.

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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 date of this announcement, 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 of the Company, 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”) nor any matters that need to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”).

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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 date of this announcement, 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 of the Company, 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 of the Company and the Hong Kong Stock Exchange.

If the proposed appointment of Mr. Chen Zhiyong and Mr. Tsang Sung as independent non-executive directors of the Company is approved at the shareholders’ general meeting of the Company, 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.

The Company will make further announcement on the details of relevant shareholders’ general meeting in accordance with the relevant laws and regulations and the Hong Kong Listing Rules in due course.

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ADJUSTMENTS TO THE COMPOSITION OF THE MEMBERS OF THE SPECIALIZED COMMITTEES UNDER THE BOARD

The Board announces that, on 28 May 2021, the Board resolved to approve the adjustments to the composition of the members of the specialized committees under the Board. The adjusted composition of the members of the specialized committees under the Board is as follows:

1. Development and Strategy Committee

Chairperson: Jian Mingjun

Members: Chang Junsheng, Li Xingjia, Wang Lixin, Tian Shengchun

1. Risk Control Committee

Chairperson: Jian Mingjun

Members: Zhang Xiaoqi, Chen Zhiyong

1. Remuneration and Nomination Committee

Chairperson: Chen Zhiyong

Members: Chang Junsheng, Lu Benson Cheng, Yu Xugang, Tsang Sung

1. Audit Committee

Chairperson: Zhang Dongming

Members: Tsang Sung, Tian Shengchun

The above adjustment proposal shall take effect from the date of approval of the appointment of Mr. Chen Zhiyong and Mr. Tsang Sung as independent non-executive directors of the Company at the shareholders’ general meeting of the Company until the expiry of the term of office of the six session of the Board.

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

Henan, the PRC 28 May 2021

As at the date of this announcement, the Board comprises executive Directors Mr. JIAN Mingjun and Mr. CHANG Junsheng; non-executive Directors Mr. LI Xingjia, Mr. WANG Lixin, Mr. TIAN Shengchun, Mr. ZHANG Xiaoqi and Mr. LU Benson Cheng; independent non-executive Directors Mr. YUEN Chi Wai, Mr. NING Jincheng, Mr. YU Xugang and Ms. ZHANG Dongming.

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