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

Aug 10, 2021

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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 AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Pursuant to the relevant requirements of the Work Outline for Culture Construction in Securities Fund Industry and Prevention of Moral Hazard (Abstract) (《建設證券基金 行業文化、防範道德風險工作綱要（摘要）》issued by China Securities Regulatory Commission and taking into account the actual conditions of Central China Securities Co., Ltd. (the “ Company ”), the board of directors of the Company (the “ Board ”) resolved at the meeting held on 10 August 2021 to propose the amendments to certain articles of the Articles of Association of the Company (the “ Articles of Association ”).

The Board proposes to amend the Articles of Association as follows:

Before Amendment		After Amendment
Article 183The Board shall be accountableto the general meeting and exercise thefollowing functions and powers:……(XIX) to exercise other functions andpowers as stipulated by laws and regulations,departmental rules, regulatory documents orArticles of Association.……		Article 183The Board shall be accountableto the general meeting and exercise thefollowing functions and powers:……(XIX)to determine the objectivesof Company’s culture construction andshall be liable to the effectiveness of theCompany’s culture construction;(XX) to exercise other functions andpowers as stipulated by laws and regulations,departmental rules, regulatory documents orArticles of Association.……

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Before Amendment		After Amendment
Article 219The president shall beaccountable to the Board and exercise thefollowing functions and powers:……(VIII) to exercise other functionsand powers conferred in the Articles ofAssociation and by the Board.		Article 219The president shall beaccountable to the Board and exercise thefollowing functions and powers:……(VIII) to exercise other functionsand powers conferred in the Articles ofAssociation and by the Board.T h e s e n i o r m a n a g e m e n t o fthe Company shall be liable to theimplementation of culture construction,promote culture construction work,establish and adjust management structureof culture construction, and formulate ideasof culture construction and its managementmethods.

Save for the aforementioned articles, the contents of other articles in the Articles of Association remain unchanged.

The English version of the Articles of Association is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

The proposed amendments to the Articles of Association are subject to the approval of the shareholders of the Company by way of special resolution at the shareholders’ general meeting of the Company.

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

Henan, the PRC 10 August 2021

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. TIAN Shengchun, Mr. ZHANG Xiaoqi and Mr. LU Benson Cheng, and independent non-executive directors Mr. YU Xugang, Ms. ZHANG Dongming, Mr. CHEN Zhiyong and Mr. TSANG Sung.

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