Central China Securities Co., Ltd.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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(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 THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Thursday, 7 November 2019 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan 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 circurlar of the Company dated 19 September 2019.

AS ORDINARY RESOLUTIONS

To consider and approve the profit distribution plan of the Company for the first half of 2019;
To consider and approve the resolution regarding the provision for credit impairment;

AS SPECIAL RESOLUTIONS

Subject to approval from related governmental departments or regulatory authorities of the PRC, to consider and approve the resolutions of the general mandate for the issuance of Onshore and Offshore Debt Financing Instruments of the Company as follows:
(1) Subject to approval from relevant governmental departments or regulatory authorities of the PRC and compliance of the Administrative Measures for the Risk Control Indicators of Securities Companies 《證券公司風險控制指標管理辦法》( ) in the PRC and the internal prudential risk control indicators of the Company, to approve the issuance on an one-off or multiple issuances or multi-tranche issuances bases, either openly or privately, of domestic corporate bonds, short-term corporate bonds, short-term financing bonds, subordinated bonds (including perpetual subordinated bonds), subordinated debt, asset-backed securities (notes), income receipts, and other domestic debt financing instruments to be issued by the Company as approved or filed with the CSRC, Securities Association of China, stock exchanges and

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other relevant authorities in accordance with relevant regulations; and offshore debt financing instruments, on an one-off or multiple issuances or multi-tranche issuances bases, such as US dollar, Euro and other foreign currency denominated corporate bonds and offshore RMB-denominated corporate bonds, medium term note programme, foreign currency notes and commercial papers. The above-mentioned Onshore and Offshore Debt Financing Instruments shall not contain any provision for conversion into shares.

(2) Subject to approval from relevant governmental departments or regulatory authorities of the PRC, to approve the proposal for the issuance of Onshore and Offshore Debt Financing Instruments as follows:
(i) Size
The total size of the aforesaid Onshore and Offshore Debt Financing Instruments shall not exceed 300% of the net asset value in the latest financial statements (inclusive of 300%, the size of issuance is calculated based on the outstanding amount denominated in RMB upon issuance; in the case of an instrument denominated in a foreign currency, based on the central parity rate published by the People’s Bank of China on the date of each issuance or each tranche issuance), subject to relevant laws and regulations in respect of issuance limit, can be issued on an one-off or multiple issuances or multi-tranches issuances bases.
(ii) Types

The specific types and priorities for repayment of the Company’s Onshore and Offshore Debt Financing Instruments shall be determined according to relevant regulations and the market condition at the time of issuance.

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(iii) Terms
The term of the Onshore and Offshore Debt Financing Instruments shall not exceed 10 years (inclusive) either for a type with a single term or for a hybrid type with multiple terms.
(iv) Interest rate
The interest rate of the issuance and its calculation and payment method thereof shall be determined according to the market condition at the time of issuance and relevant regulations.
(v) Issue price
The issue price shall be determined according to the market condition at each issuance and relevant laws and regulations.
(vi) Security and other Security and other credit enhancement arrangements shall credit enhancement be determined according to relevant laws and regulations. arrangements
(vii) Use of proceeds
After deducting relevant expenses for the issuance, all of the proceeds will be used to supplement the working capital of the Company, fulfill the operation needs and support the business expansion, or used for the adjustment on liability structure of the Company, the supplement of the liquidity of the Company and project investment and/or construction of fixed assets according to laws.
(viii) Issuer(s)
The Company or the domestic and overseas wholly-owned subsidiary(ies) of the Company will serve as the issuer(s).
(ix) Method of issuance
Shall be under custody and issue in accordance with the approval or filing of relevant authorities.

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(x) Targets of issuance and The targets of issuance shall be investors who meet the the placement conditions for subscription in accordance with relevant arrangements to the laws and regulations. Placement to the Shareholders of the Shareholders of the Company can be conducted in accordance with laws. Company
(xi) Safeguard measures for During the term of Onshore and Offshore Debt Financing debt repayment Instruments, the Company can increase the proportion of allocations of discretionary surplus reserve and general risk reserve. When there is an anticipated or actual failure to repay the principal and interests of the Onshore and Offshore Debt Financing Instruments when they become due, at least the following measures shall be taken:
(1) not to distribute profit to the Shareholders;
(2) to suspend implementation of capital expenditure projects such as material external investments, acquisitions and mergers, etc.;
(3) to reduce or cease the payment of salary and bonus of the Directors and senior management of the Company;
(4) to forbid the job transfers of principal persons in charge.
(xii) Listing of debt fnancing Matters in respect of listing application shall be instruments determined in accordance with the actual situation of the Company, market condition and relevant laws and regulations.
(xiii) Validity period of the The validity period of the resolution shall be 36 months resolution from the date on which the resolution being approved at the EGM.

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(3) To authorize the Board and agree the Board in turn to authorize the chairman and the president of the Company, to jointly determine, on the principle to maximize the benefits of the Company, the specific size, proposal, time, method and other matters with respect to such issuance in accordance with related laws and regulations, opinions and suggestions of regulatory authorities, capital requirement of the Company and the then prevailing market condition, and oversee the issuance and repayment status of the Onshore and Offshore Debt Financing Instruments. Such authorization includes but not limited to the following:
i. According to applicable laws, regulations and related requirements of regulatory authorities and resolutions of the EGM, to formulate and adjust specific proposals for the issuance of other Onshore and Offshore Debt Financing Instruments (including but not limited to the determination of the appropriate issuer; types, size, term, method to determine interest rate of the issuance; provisions, targets and time of the issuance (such as one-off issue, issue in multiple occasions or issue in tranches and in multiple types, and the size and term of each issue, tranche and type) thereof); security arrangements, credit enhancement arrangements such as letters of guarantee and letters of support and credit rating arrangements; determination of specific financing accounts; specific use of proceeds; whether and how to set up terms of re-sale and redemption, option to raise the interest rate, put option by investors; registration, listing and place of listing; repayment and interest payment, measures to lower repayment risks, measures to safeguard repayment and all other matters in relation to such issuance of the Onshore and Offshore Debt Financing Instruments in accordance with condition of the Company and related debt markets;
ii. To determine on the engagement of intermediaries, to execute, exercise, revise and conclude all agreements and documents in relation to the Company’s Onshore and Offshore Debt Financing Instruments issuance (including but not limited to credit enhancement agreements such as sponsorship agreements, underwriting agreements, guarantee agreements and letters of support, bond indentures, engagement agreements of intermediaries, entrusted management agreements, settlement management agreements, registration and custody agreements, listing agreements and other legal documents) and to make relevant disclosure in accordance with relevant laws and regulations and listing rules of stock exchanges on which securities of the Company are listed (including but not limited to preliminary and final memorandum of the issuance of the debt financing instruments, announcements and circulars in relation to the issuance of Onshore and Offshore Debt Financing Instruments of the Company);

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iii. To select and appoint the entrusted manager and settlement manager for the Company’s Onshore and Offshore Debt Financing Instruments issuance, to execute any entrusted management agreements and settlement management agreements in relation thereto and to formulate procedures for meeting of such instruments, if applicable;
iv. To conduct all reporting and listing matters in relation to such issuance of the Company’s Onshore and Offshore Debt Financing Instruments, if applicable, including but not limited to preparation, modification and delivery of reporting materials of the Company’s Onshore and Offshore Debt Financing Instruments issuance, listing, credit enhancement agreements such as guarantees and letters of support provided by the Company, the issuer and/or any third parties, and to execute related reporting documents and other legal documents in accordance with requirements of relevant regulatory authorities or industry self-discipline organizations;
v. To make corresponding adjustment to the Company’s Onshore and Offshore Debt Financing Instruments issuance according to opinions of regulatory authorities, changes of policy and changes in market condition or to determine whether proceed with all or part of other work in relation to Onshore and Offshore Debt Financing Instruments of the Company, save for matters subject to the reapproval of the general meeting required under related laws and regulations and the Articles of Association; and
vi. To carry out or determine other matters related to the issuance, listing and other matters of the Onshore and Offshore Debt Financing Instruments of the Company.

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The above authorization shall be valid within 36 months from the date of passing of such resolution at the EGM. However, if the Board and/or its delegations have determined the issuance or part of the issuance of the Company’s Onshore and Offshore Debt Financing Instruments during the validity period of such authorization and the Company has also obtained approval, permit, filing or registration (if applicable) thereof from regulatory authorities during the validity period of such authorization, the Company may complete such issuance or part of the issuance during the validity period of confirming such approval, permit, filing or registration, and, for the purposes of such issuance or part of the issuance related, the validity period of such authorization shall be extended to the date on which the issuance or part of the issuance completes.

To consider and approve the proposed amendments to the Articles of Association set out in the appendix of the circular of the Company dated 19 September 2019, and to authorize the Board to revise the wordings of such amendments as appropriate (no approval from the Shareholders is required for such amendments), and execute relevant documents and/or take all relevant actions as it considers necessary or appropriate and in the interest of the Company to effect the proposed amendments, comply with the PRC laws and regulations and meet the requirements of the relevant regulatory authorities of the PRC (if any), and deal with other relevant matters arising from the amendments to the Articles of Association.

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

Henan, the PRC 19 September 2019

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Notes:

The register of members of the Company will be closed from 8 October 2019 to 7 November 2019 (both days inclusive), during which period no transfer of H Shares of the Company can be registered. For holders of H Shares, in order to qualify to attend and vote at the EGM, 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 4 October 2019.
Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder of the Company.
In order to be valid, the proxy form for the EGM of the H Shareholders must be deposited by hand or post, for holders of H shares of the Company, 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, not less than 24 hours before the scheduled time for holding the EGM (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 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 EGM or any adjourned meetings should they so wish.
Shareholders or their proxies shall provide their identity documents when attending the EGM.
Shareholders who intend to attend the EGM should complete the reply slip and return it by hand or by post to the H Share registrar of the Company (for holders of H Shares of the Company) on or before 18 October 2019.
The EGM is expected to take half a day approximately. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.
The address of the head office in the PRC of the Company is No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC.

As at the date of this notice, 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, and independent non-executive Directors Mr. YUEN Chi Wai, Mr. NING Jincheng, Mr. YU Xugang and Ms. ZHANG Dongming.

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AI assistant

Central China Securities Co., Ltd. Proxy Solicitation & Information Statement 2019

49885_rns_2019-09-18_134c3508-60bf-4ca3-a523-bcbfd2fe53a6.pdf