Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2018

Mar 29, 2018

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.

==> 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 “ 中原證券股份有限公司 ” and carrying on business in Hong Kong as “ 中州證券 ”) (Stock Code: 01375)

(i)PROPOSED 2017 FINAL DIVIDEND, CLOSURE OF REGISTER OF MEMBERS OF H SHARES; (ii) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (iii) THE EXTENSION OF THE VALIDITY PERIOD OF THE PROPOSAL FOR THE PUBLIC ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS AND THE GRANT OF AUTHORIZATION TO THE BOARD AND THE RELEVANT PERSONS TO HANDLE MATTERS IN RELATION TO THE PUBLIC ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS; (iv) PROPOSED APPOINTMENT OF AN EXECUTIVE DIRECTOR; AND (v) PROPOSED APPOINTMENT OF SUPERVISORS

(i) PROPOSED 2017 FINAL DIVIDEND

Reference is made to the annual results announcement (the “ Announcement ”) of Central China Securities Co., Ltd. (the “ Company ”) dated 29 March 2018. Capitalised terms used herein shall have the same meanings as defined in the Announcement unless otherwise defined.

As disclosed in the Announcement, the Board proposed the payment of a cash dividend at RMB0.35 for every 10 shares (tax-inclusive) for the second half of the year ended 31 December 2017 (the “ Proposed 2017 Final Dividend ”). The payment of the Proposed 2017 Final Dividend is subject to the approval from the shareholders at the annual general meeting (the “ AGM ”) scheduled for 17 May 2018.

The Proposed 2017 Final Dividend will be denominated and declared in Renminbi, holders of the A Shares will be paid in Renminbi and holders of the H Shares will be paid in Hong Kong dollars. The exchange rate for the Proposed 2017 Final Dividend to be paid in Hong Kong dollars will be the average benchmark exchange rate of Renminbi against Hong Kong dollars as announced by the People’s Bank of China five working days prior to the date of the AGM.

CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares of the Company will be closed from 17 April 2018 to 17 May 2018 (both days inclusive) for the purpose of determining the right to attend and vote at the AGM. In order to qualify to attend and vote at the AGM, all share certificates of holders of H Shares, together with the instruments of transfer, must be lodged with the H Share registrar of the Company (the “ H Share Registrar ”), 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 16 April 2018.

1

Besides, holders of H Shares whose names appear on the register of members of H Shares of the Company on 29 May 2018 (the “ Record Date ”) are entitled to the Proposed 2017 Final Dividend. For the purpose of determining the entitlement to the Proposed 2017 Final Dividend, the register of members of H Shares of the Company will be closed from 24 May 2018 to 29 May 2018 (both days inclusive), during which period no transfer of H Shares can be registered. In order to be entitled to receive the Proposed 2017 Final Dividend, all share certificates of holders of H shares, together with the instruments of transfer, must be lodged with the H Share Registrar no later than 4:30 p.m. on 23 May 2018. The Proposed 2017 Final Dividend, if approved by the shareholders at the annual general meeting, is expected to be paid by 16 July 2018 to holders of H Shares whose names appear on the register of members of H Shares on the Record Date.

TAXATION

In accordance with the Enterprise Income Tax Law of the People’s Republic of China (《中華人民 共和國企業所得稅法》) and its implementation regulations which came into effect on 1 January 2008, the Company is required to withhold and pay enterprise income tax at the rate of 10% on behalf of the non-resident enterprise shareholders whose names appear on the register of members of H Shares when distributing the cash dividends. Any H Shares not registered under the name of an individual shareholder, including HKSCC Nominees Limited, other nominees, agents or trustees, or other organisations or groups, shall be deemed as shares held by non-resident enterprise shareholders. Therefore, the enterprise income tax shall be withheld from dividends payable to such shareholders. If holders of H Shares intend to change their shareholder status, they should enquire about the relevant procedures with their agents or trustees. The Company will strictly comply with the laws or the requirements of the relevant government authorities and withhold and pay enterprise income tax on behalf of the relevant shareholders based on the register of members of H Shares as at the Record Date.

If the individual holders of H Shares are Hong Kong or Macau residents and residents of the countries which had an agreed tax rate of 10% for the cash dividends paid to them with the PRC under the relevant tax agreements, the Company shall withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. Should the individual holders of H Shares be residents of the countries which have an agreed tax rate of less than 10% with the PRC under the relevant tax agreements, the Company shall withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. In that case, if the relevant individual holders of H Shares wish to reclaim the extra amount withheld (the “ Extra Amount ”), the Company can, on behalf of the relevant shareholders, apply for the relevant agreed preferential tax treatment under the tax agreement provided that the relevant shareholders shall submit the evidence required by the notice of the tax agreement to the H Share Registrar within the time limit. The Company will assist with the refund of the Extra Amount after the approval by the competent tax authorities. Should the individual holders of H Shares be residents of the countries which have an agreed tax rate of over 10% but less than 20% with the PRC under the tax agreements, the Company shall, on behalf of the relevant shareholders, withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax agreements. In the case that the individual holders of H Shares are residents of the countries which have an agreed tax rate of 20% with the PRC, or which have not entered into any tax agreement with the PRC, or otherwise, the Company shall, on behalf of the relevant shareholders, withhold and pay the individual income tax at a rate of 20%.

2

(ii) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Pursuant to the requirements of the Administrative Measures on Compliance of Securities Companies and Securities Investment Fund Management Companies (《證券公司和證券投資基金 管理公司合規管理辦法》) issued by the China Securities Regulatory Commission (the “CSRC”), the Board proposed to make the following amendments to the Articles of Association:

Existing Articles

Amended Articles

Article 223The Company shall have one chief compliance officer, who shall be the compliance officer as well as senior management of the Company, and appointed or removed by the Board. The appointment and removal of the chief compliance officer shall comply with Company Law, Securities Law and relevant regulations of CSRC. The chief compliance officer shall not concurrently hold positions which are in conflict with the duties of compliance management, and shall not be in charge of departments conflicting with the duties of compliance management. Where the Board decides to employ the chief compliance officer, he should be approved by securities regulatory authority at the place where the Company’s is registered, before the chief compliance officer holds office. When the Board removes a chief compliance officer, the Board shall, within 3 working days from the day of such removal, report facts and reasons of the removal to the securities regulatory authority at the place where the Company’s is registered.

Article 223The Company shall have one chief compliance officer, who shall be the compliance officer as well as senior management of the Company, and appointed or removed by the Board. The appointment and removal of the chief compliance officer shall comply with Company Law, Securities Law and relevant regulations of CSRC. The chief compliance officer shall not concurrently hold positions which are in conflict with the duties of compliance management, and shall not be in charge of departments conflicting with the duties of compliance management. Where the Board decides to employ the chief compliance officer, the biography and relevant certificates of the officer to be appointed should be submitted to the securities regulatory authorities at the place where the Company is registered, and the appointment of the chief compliance officer shall be subject to the approval from the securities regulatory authority at the place where the Company is registered.

3

When the Board removes a chief compliance officer prior to the expiry of his/her term of office, the Board shall have proper reasons and shall, within 10 working days prior to the date of relevant Board meeting, report reasons of the removal in writing to the securities regulatory authority at the place where the Company is registered. The proper reasons as set out under the previous clause shall include the application made by the chief compliance officer, or change of chief compliance officer under the order of the securities regulatory authority at the place where the Company is registered, or there is evidence showing that such person is unable to perform normal duties or fails to be diligent and responsible, etc.

4

Article 224 The main duties of the chief compliance officer are:

• (I) reviewing whether the internal system and regulations of the Company comply with the laws, administrative regulations and departmental rules;

• (II) reviewing whether the major businesses and decisions of the Company comply with the laws, administrative regulations and departmental rules; Reviewing before the decisions on major businesses are made; reporting to the Board and securities regulatory authority if the business departments insist in spite of the objection of the chief compliance officer;

• (III) responsively finding and urging to solve compliance problems in the daily operations of the Company, preparing compliance report and reporting to the Board of the Company and securities regulatory authority;

• (IV) organizing compliance training on senior management and employees of the Company so as to build compliance culture;

• (V) providing compliance consulting for other departments and staff of the Company; and

• (VI) communicating and coordinating with the CSRC and industry selfdiscipline organizations.

• Article 224 The main duties of the chief compliance officer are:

• (I) reviewing whether the internal system and regulations, major businesses, major decisions, new products and new business proposals of the Company comply with the requirements of the laws, administrative regulations and departmental rules, and issuing written compliance review opinion. In the event that the Company does not adopt the compliance review opinion of the chief compliance officer, the relevant matter shall be submitted to the Board for decisionmaking;

(II) reporting promptly to both the Board and chief operating and managing officer upon discovery of the conduct of the Company violating the laws and regulations or of hidden risks of compliance, and presenting opinions to handle such conduct and hidden risks of compliance and supervising the rectification; supervising the Company to report to the securities regulatory authority at the place where the Company is registered in a timely manner at the same time; directly reporting to the securities regulatory authority at the place where the Company is registered in case of failure of timely reporting by the Company; in the case of involving violation of the normative and self-discipline rules of the industry, reporting to the relevant self-discipline organization as well;

5

• (III) organizing compliance training on senior management and employees of the Company so as to build compliance culture;

• (IV) providing compliance consulting for other departments and staff of the Company;

• (V) communicating and coordinating with the CSRC and industry selfdiscipline organizations;

• (VI) exercising other functions and powers as stipulated by laws, regulations, department rules, regulatory documents or the Articles of Association.

In the event that he/she considers necessary, the chief compliance officer may engage external professional institutions or personnel to assist his/her work on behalf of the Company at the expense of the Company.

Article 244 The supervisory committee shall exercise the following functions and powers:

Article 244 The supervisory committee shall exercise the following functions and powers:

• (I) to examine financial operations of the Company;

• (I) to examine financial operations of the Company;

……

……

• (IX) to formulate remuneration plan and (IX) to formulate remuneration plan and distribution plan for supervisors distribution plan for supervisors and submit specific reports on and submit specific reports on p e r f o r m a n c e eva l u a t i o n a n d p e r f o r m a n c e eva l u a t i o n a n d remuneration of supervisors to the remuneration of supervisors to the general meeting; general meeting;

• (X) to exercise other functions and (X) to exercise other functions and powers specified in the Articles of powers as stipulated by laws, Association. regulations, department rules, regulatory documents or the Articles of Association.

6

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 by the shareholders at the AGM by way of special resolution and the approval of the relevant governmental authorities of the PRC.

(iii) THE EXTENSION OF THE VALIDITY PERIOD OF THE PROPOSAL FOR THE PUBLIC ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS AND THE GRANT OF AUTHORIZATION TO THE BOARD AND THE RELEVANT PERSONS TO HANDLE MATTERS IN RELATION TO THE PUBLIC ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS

Reference is made to the circular dated 5 May 2017 (the “Circular”) and announcements dated 6 April 2017, 14 November 2017 and 15 January 2018 (the “Announcements”) of the Company in relation to the approval for proposed issuance and suspension of issuance of A Share Convertible Corporate Bonds pursuant to the specific mandate. Unless the context otherwise requires in this announcement, the definitions used in this announcement shall have the same meanings as defined in the Circular and Announcements mentioned above.

Pursuant to the Circular and Announcements mentioned above, the validity period of the resolution on the public issuance of A Share Convertible Corporate Bonds and the authorization granted to the Board for handling matters in relation to the issuance of A Share Convertible Corporate Bonds was twelve months from the date of consideration and approval of the A Share Convertible Corporate Bonds at the 2016 Annual General Meeting.

The Company received the Investigation Notice (Ji Cha Zong Dui Diao Cha Tong Zi No.171577) (《調查通知書》(稽查總隊調查通字171577號)) issued by the CSRC on 30 November 2017, and submitted an application to the CSRC for suspension of review process of the application documents in relation to the public issuance of A Share Convertible Corporate Bonds of the Company on 13 December 2017. The Company received the Notice of the Application for Administrative Permission for Suspension of Review Process of the CSRC (No. 171415) (《中國 證監會行政許可申請中止審查通知書》(171415號)) on 12 January 2018, pursuant to which, the CSRC has agreed to approve the application for suspension of review process.

In view of the expiring of the authorization in relation to the public issuance of A Share Convertible Corporate Bonds and the relevant matters, it will take time for the Company to obtain the approval from the CSRC and implement the subsequent issuance. The Company hereby proposes such to the AGM, A Share Class Meeting and H Share Class Meeting for consideration and for approval on the extension of the validity period of the proposal for the public issuance of A Share Convertible Corporate Bonds of the Company and the resolution on the grant of authorization to the Board and the relevant persons to handle matters in relation to the public issuance of A Share Convertible Corporate Bonds for 12 months from the date of expiry of the resolutions to 21 May 2019.

7

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past twelve months immediately preceding the date of this announcement.

Changes in Shareholding Structure

Following the conversion of the A Share Convertible Corporate Bonds, the number of A Shares of the Company will be increased. Equity interests in the Company held by existing Shareholders will be diluted as a result of the exercise of rights to convert A Share Convertible Corporate Bonds. The actual number of increase of A Shares will be determined by the finalized terms of A Share Convertible Corporate Bonds, including the issue size of the A Share Convertible Corporate Bonds and the Conversion Price, etc.

The shareholding structure of the Company as at the date of this announcement, as well as the expected shareholding structure of the Company immediately before the completion of issuance of A Share Convertible Corporate Bonds/immediately following the completion of issuance of A Share Convertible Corporate Bonds but before conversion and immediately following the completion of issuance of A Share Convertible Corporate Bonds are as follows:

8

Shareholders At the date of this announcement/ immediately before the completion of issuance of A Share Convertible Corporate Bonds/immediately following the completion of issuance of A Share Convertible Corporate Bonds but before the conversion No. of Shares Approximate percentage of the total number of shares in issue of the Company A Shares Non-public Shares 1,973,705,700 50.302% Of which: Henan Investment Group 822,983,847 20.975% Bohai Fund Management (on behalf of Bohai Fund)/Bohai Fund 608,000,000 15.495% Public Shares No. of public Shares 700,000,000 17.840% Total No. of A Shares 2,673,705,700 68.142% H Shares Non-public Shares 46,733,000 1.191% Of which: Dahe Paper* 46,733,000 1.191% Public Shares No. of public Shares 1,203,296,000 30.667% Total No. of H Shares 1,250,029,000 31.858% A + H Shares Total No. of Shares of the Company 3,923,734,700 100%

Immediately following the completion of issuance of A Share Convertible Corporate Bonds and assuming that the A Share Convertible Corporate Bonds are fully converted at the Conversion Price of RMB9.21 per Share No. of Shares Approximate percentage of the total number of shares in issue of the Company as enlarged then 1,973,705,700 46.986% 822,983,847 19.592% 608,000,000 14.474% 976,872,964 23.256% 2,950,578,664 70.242% 46,733,000 1.113% 46,733,000 1.113% 1,203,296,000 28.646% 1,250,029,000 29.758% 4,200,607,664 100%

• Dahe Paper is an indirect wholly-owned subsidiary of Henan Investment Group.

9

No adverse effect will occur to the minimum number of Shares and of H Shares respectively to be held by the public as required by the Listing Rules as a result of the issuance of A Share Convertible Corporate Bonds. Furthermore, pursuant to the requirements set out in Paragraph 2, Article 1 of the Circular on Matters Relating to the Issuance of Convertible Corporate Bonds by State-owned Financial Enterprises (《關於國有金融企業發行可轉換公司債券有關事宜的通知》) (Cai Jin [2013] No. 116) issued by the Ministry of Finance of the PRC, “Principle of controlling ability. Where state-owned financial enterprises issue convertible corporate bonds, they shall practically protect the rights and interests of state-owned capital contributors and maintain stateowned controlling ability. After exercising the right of convertible corporate bonds, the state-owned controlling status shall remain the same in principle”, after the full conversion of issued A Share Convertible Corporate Bonds, no change in controlling interests shall occur as a result thereof. The Company will make further announcement upon determination of the terms of the A Share Convertible Corporate Bonds and issuance of relevant statements on fund raising.

(iv) PROPOSED APPOINTMENT OF AN EXECUTIVE DIRECTOR

Reference is made to announcement dated 7 March 2018 of the Company. The Board proposed the appointment of Mr. Chang Junsheng (“ Mr. Chang ”) to be an executive Director for the fifth session of the Board of the Company (“ Proposed Appointment of an Executive Director ”). Such Proposed Appointment of an Executive Director is subject to the approval by the shareholders of the Company at the AGM by way of ordinary resolution.

The biography and details of Mr. Chang are as follows:

Mr. Chang Junsheng, born in April 1971, has served as the deputy secretary of the party committee of the Company since March 2018. Mr. Chang started his career in July 1993 and successively worked in the headquarter of Beijing Construction Engineering Group and ZhongHaiHeng Industrial Development Co., Ltd. (中海恒實業發展有限公司). He worked in the China Securities Regulatory Commission from March 1998 to January 2018 and held various positions, including the deputy section chief and section chief in Issuing and Regulatory Department, assistant researcher, deputy division head, researcher and division head in Audit Division II of Issuing and Regulatory Department, division head in Regulatory Division I of Regulatory Department for Unlisted Companies and deputy director of Issuing and Regulatory Department.

Mr. Chang graduated from the Faculty of Finance of China Institute of Finance (中國金融學院) in July 1993 and obtained a bachelor’s degree in economics. He graduated from the Graduate School of Central China Normal University with a Master’s degree in management in June 2001.

Mr. Chang will enter into the respective service contract with the Company in respect of his appointment as the executive Director of the Company (“ Executive Director ”) upon approval of the Proposed Appointment of an Executive Director at the AGM. According to the service contract, Mr. Chang’s term of service will commence from the date of obtaining approval for his qualification to hold the relevant position in a securities company by the regulatory authority as well as consideration and approval by the AGM and end on the expiry date of the term of the fifth session of the Board of the Company. The remuneration of Mr. Chang shall be determined by the Board’s Remuneration and Nomination Committee according to the relevant regulations and the industry and market conditions.

Save as disclosed above, Mr. Chang confirmed that he (i) did not hold any position of the Company and its subsidiaries nor any directorship in other listed companies for the past three years; (ii) does not have any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

10

Save as disclosed above, the Company considers that, there is no information which is discloseable nor is/was Mr. Chang involved in any of the matters required to be disclosed pursuant to any of the provisions under 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 “ Listing Rules ”), and there are no other matters that need to be brought to the attention of the shareholders of the Company.

(v) PROPOSED APPOINTMENT OF SUPERVISORS

The Board of the Company hereby announced that on 29 March 2018, Mr. Cao Zongyuan (“ Mr. Cao ”) and Mr. Zhang Xiansheng (“ Mr. Zhang ”) have been nominated to be the shareholder representative supervisors of the fifth session of the supervisory committee of the Company. The proposed appointment of Mr. Cao and Mr. Zhang as the supervisors is subject to the approval by the AGM of the Company.

The biographical details of Mr. Cao are as follows:

Mr. Cao Zongyuan was born in March 1966. From June 1989 to January 1992, Mr. Cao served as the credit manager for financial development companies of the Bureau of Finance of Henan Province. From January 1992 to October 2007, Mr. Cao worked in the Henan Economic and Technology Development Co., Ltd. with the last position of vice general manager. From October 2007 to September 2008, he served as the temporary officer and the director of asset management department VIII of Henan Investment Group Co., Ltd. (河南投資集團有限公司) (“Henan Investment Group”). He was the general manager of XuPingNan Expressway Co., Ltd from September 2008 to July 2013. He successively served as the director of asset management department II and asset management department I of Henan Investment Group from July 2013 to October 2015 and from October 2015 to June 2016, respectively. He has served as the director of financial management department of Henan Investment Group since June 2016.

Mr. Cao, majoring in finance, graduated from Central Institute of Finance and Banking (中央財政 金融學院) (currently known as Central University of Finance and Economics) with a bachelor’s degree in economics in June 1989. He obtained an on-job postgraduate qualification from Renmin University of China with a major in finance in September 1997. The Bureau of Finance of Henan Province granted Mr. Cao the qualification of senior accountant in November 2004.

The biographical details of Mr. Zhang are as follows:

Mr. Zhang Xiansheng, born in July 1965, is a certified public accountant. From August 1983 to April 1990, Mr. Zhang served as the section chief of financial department of the coking plant of Anyang Iron & Steel Group. From April 1990 to April 2006, Mr. Zhang worked in the financial department of Anyang Iron & Steel Group Co., Ltd. (安陽鋼鐵集團有限責任公司) (“Anyang Iron & Steel Group”) with the last position of the deputy division head. He served as the secretary to the Board, principal officer and the division head of the financial department of Anyang Iron & Steel Company (安鋼股份公司) from April 2006 to July 2015. He served as the head of audit department and the head of audit and legal department of Anyang Iron & Steel Group from July 2015 to December 2016 and from December 2016 to November 2017, respectively. He has served as the head of financial department of Anyang Iron & Steel Group since November 2017.

Mr. Zhang graduated from the Correspondence Institute of Party School of the Central Committee of the Communist Party of China (中共中央黨校函授學院) in December 1997 with a certificate in economics and management. He graduated from CPC Henan Provincial Committee Party School (中共河南省委黨校) in June 2007 with a certificate in economics and management. The Henan government granted Mr. Zhang the qualification of senior accountant of professor class in September 2013.

11

Save as disclosed above, Mr. Cao and Mr. Zhang confirmed that they (i) did not hold any position of the Company and its subsidiaries nor any directorship in other listed companies for the past three years; (ii) do not have any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) do not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Save as disclosed above, the Company considers that, there is no information which is discloseable nor are/were Mr. Cao and Mr. Zhang involved in any of the matters required to be disclosed pursuant to any of the provisions under 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, and there are no other matters that need to be brought to the attention of the Shareholders.

The appointment of Mr. Cao and Mr. Zhang as the supervisors will take effect upon approval on the relevant resolutions by the shareholders at the AGM and approval by the relevant governmental authorities of the PRC. The Company will also enter into the service contracts with Mr. Cao and Mr. Zhang with a term of service commencing from the date of such general meeting or obtaining approval from the relevant governmental authorities of the PRC (whichever is the later) and ending on the expiry date of the term of the fifth session of the supervisory committee. The remuneration of Mr. Cao and Mr. Zhang are executed in accordance with the relevant systems of the Company and the relevant rules in China.

The Company will make further announcement in relation to the details of the general meeting in accordance with the relevant laws and regulations and the requirement of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in due course.

GENERAL

The notice of AGM has been despatched to the shareholders on 29 March 2018. A circular containing, inter alia, details of (i) the proposed amendments to the Articles of Association ; and (ii) the extension of the validity period of the proposal for the public issuance of A Share Convertible Corporate Bonds and the grant of authorization to the Board and the relevant persons to handle matters in relation to the public issuance of A Share Convertible Corporate Bonds will be despatched to the shareholders as soon as practicable as required by the Listing Rules.

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

Henan, the PRC 29 March 2018

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.

12