Central China Securities Co., Ltd.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your securities broker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Central China Securities Co., Ltd., you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, securities broker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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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)

PROPOSED GENERAL MANDATE TO ISSUE ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE AND NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

Letter from the Board is set out on pages 3 to 12 of this circular.

The EGM will be held by the Company at 9:30 a.m. on Wednesday, 14 December 2022 at Conference Room, 9F, China Pingmei Shenma Financial Capital Operation Centre, Intersection of Ruyi West Road and Ruyi River 4th West Street, Beilonghu, Zhengdong New District, Zhengzhou City, Henan Province, the PRC. The notice of EGM is set out on pages EGM-1 to EGM-5 of this circular.

The applicable proxy form for the EGM is attached to this circular. Whether or not you are able to attend the EGM in person, you are requested to complete and return the applicable proxy form in accordance with the instructions printed thereon as soon as possible. In case of holders of H Shares, the proxy form shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, and in any event, not less than 24 hours before the time scheduled for holding the EGM or any adjournment thereof (as the case may be). Completion and delivery of the proxy form will not preclude you from attending and voting in person at the relevant meetings or any adjournment thereof if you so desire.

During the period for the prevention and control of the novel coronavirus pneumonia (COVID-19) in China and overseas, the Company will strictly comply with the requirements regarding the epidemic prevention and control stipulated by governmental departments, and take relevant prevention and control measures. The Company reminds attendees that they should carefully consider the risks of attending the EGM, taking into account their own personal circumstances. Details are set out in the “NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING”.

29 November 2022

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	— AMENDMENTS TO THE ARTICLES OF ASSOCIATION. . .	I-1
APPENDIX II	— AMENDMENTS TO THE RULES OF PROCEDURES
	FOR THE GENERAL MEETING . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	— AMENDMENTS TO THE RULES OF PROCEDURES
	FOR THE BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	— AMENDMENTS TO THE RULES OF PROCEDURES
	FOR THE SUPERVISORY COMMITTEE . . . . . . . . . . . . .	IV-1
NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING . . . . .		EGM-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the expressions below have the meanings assigned:

“A Share(s)” domestic listed ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed and traded on the Shanghai Stock Exchange
“Articles of Association” the articles of association of the Company as amended from time to time
“Board” the board of the Directors of the Company

“Company” Central China Securities Co., Ltd. (中原證券股份有限公司) (carrying on business in Hong Kong as “中州證券”), a joint stock company incorporated on 8 November 2002 in Henan Province, the PRC with limited liability, the H Shares and A Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 01375) and the Shanghai Stock Exchange (stock code: 601375), respectively

“Company Law” the Company Law of the People’s Republic of China “CSRC” the China Securities Regulatory Commission “Director(s)” the director(s) of the Company “EGM” the 2022 second extraordinary general meeting of the Company to be convened and held at 9:30 a.m. on Wednesday, 14 December 2022 at Conference Room, 9F, China Pingmei Shenma Financial Capital Operation Centre, Intersection of Ruyi West Road and Ruyi River 4th West Street, Beilonghu, Zhengdong New District, Zhengzhou City, Henan Province, the PRC or any adjournment thereof

“H Share(s)” overseas listed foreign ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed and traded on the Main Board of the Hong Kong Stock Exchange

– 1 –

DEFINITIONS

“H Shareholder(s)” holder(s) of H Shares “Henan Provincial Government” People’s Government of Henan Province “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Latest Practicable Date” 24 November 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular “Ministry of Finance” Ministry of Finance of the People’s Republic of China

“PRC” or “China” the People’s Republic of China
“RMB” the lawful currency of the PRC, Renminbi, the basic unit of which is “yuan”
“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)” ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, including A Shares and H Shares
“Shareholder(s)” the shareholder(s) of the Company “State Council” The State Council of the People’s Republic of China

– 2 –

LETTER FROM THE BOARD

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Central China Securities Co., Ltd.

Executive Director:

Mr. JIAN Mingjun (Chairman)

Non-executive Directors:

Mr. LI Xingjia Ms. ZHANG Qiuyun Mr. TANG Jin Mr. TIAN Shengchun Mr. ZHANG Xiaoqi Mr. LU Benson Cheng

Independent Non-executive Directors:

Ms. ZHANG Dongming Mr. CHEN Zhiyong Mr. TSANG Sung Mr. HE Jun

Registered Address in the PRC: No. 10 Business Outer Ring Road Zhengdong New District Zhengzhou, Henan Province China

Headquarters/Principal Place of Business in the PRC:

No. 10 Business Outer Ring Road Zhengdong New District Zhengzhou, Henan Province China

Principal Place of Business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

29 November 2022

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATE TO ISSUE ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE AND NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

At the EGM, among other things, special resolutions will be proposed to approve (1) the proposed general mandate to issue onshore and offshore debt financing instruments, (2) the proposed amendments to the Articles of Association, and ordinary resolutions will be proposed to approve (3) the amendments to the Rules of Procedures for the General Meeting; (4) the amendments to the Rules of Procedures for the Board of Directors; and (5) the amendments to the Rules of Procedures for the Supervisory Committee.

The purpose of this circular is to provide you with details of the aforementioned matters, and to set out the notice of the EGM.

I. PROPOSED GENERAL MANDATE TO ISSUE ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

The use of various debt financing instruments for debt financing is one of the important channels for securities companies to continue to replenish funds and ensure that the Company’s capital and financial strength match its industry position and business development. Coupled with the current liability, leveraging and future actual operation needs of the Company, the Company proposed to implement a stable debt finance strategy by drawing on debt financing methods commonly used in the industry in accordance with various laws and regulations such as the Securities Law, the Company Law, the Regulations on Supervision and Management of Securities Companies 《證券公司監督管理條例》( ), the Administrative Measures for the Issuance and Trading of Corporate Bonds 《公司債券發行與交易管理辦法》( ), thereby optimizing its capital structure and maximizing the interest of the Shareholders.

Based on the above reasons, the Company proposed the resolution in relation to the issuance of onshore and offshore debt financing instruments at the EGM for approval. Provided that the Company complied with 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, the Company may issue on a one-off or multiple issuances or multi-tranche issuances bases, either openly or privately, domestic corporate bonds, short-term corporate bonds, short-term financing bonds, financial bonds, renewable corporate 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 registered or approved or filed with the China Securities Regulatory Commission (“ CSRC ”), Securities Association of China, stock exchanges and 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, and other debt financing instruments issued under the approval of regulatory authorities. The above-mentioned onshore and offshore debt financing instruments shall not contain any provision for conversion into Shares.

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LETTER FROM THE BOARD

Proposal for the Issuance of Onshore and Offshore Debt Financing Instruments

The specific details on the proposal for the issuance of onshore and offshore debt financing instruments are 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-tranche issuances bases.
(ii) Types
The specific types and priorities for repayment of the Onshore and offshore debt financing instruments shall be determined according to relevant regulations and the market condition at the time of issuance
(iii) Terms
Except for the issuance of renewable bonds, perpetual subordinated bonds, the term of 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.

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LETTER FROM THE BOARD

(vi) Security and other credit enhancement arrangements
Security and other credit enhancement arrangements shall be determined according to relevant laws and regulations.
(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.
(x) Targets of issuance and the placement arrangements to the Shareholders of the Company
The targets of issuance shall be investors who meet the conditions for subscription in accordance with relevant laws and regulations. Placement to the Shareholders of the Company can be conducted in accordance with laws.
(xi) Safeguard measures for debt repayment
During the term of Onshore and Offshore Debt Financing 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.;

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LETTER FROM THE BOARD

(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 or quoting of debt Matters in respect of listing or quoting application shall be financing 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.

Shareholders’ Authorization

In order to expedite the issuance of the Onshore and Offshore Debt Financing Instruments, it is proposed at the EGM to authorize the Board of the Company in relation to such matter and agree the Board of the Company 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 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, resale option by investors; registration, listing and place of listing; repayment and interest payment, measures to lower repayment risks, measures to

– 7 –

LETTER FROM THE BOARD

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 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);
iii. To select and appoint the entrusted manager and settlement manager for the 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 Onshore and Offshore Debt Financing Instruments of the Company, if applicable, including but not limited to preparation, modification and delivery of reporting materials of the 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 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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LETTER FROM THE BOARD

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 Onshore and Offshore Debt Financing Instruments of the Company during the validity period of such authorization and the Company has also obtained the registration, approval, permit, filing or recording (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 confirmed by such registration, approval, permit, filing or recording, 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.

On 28 October 2022, the Board approved and resolved to propose to the Shareholders to consider, and, if thought fit, approve the proposal for the general mandate of the Company to issue Onshore and Offshore Debt Financing Instruments at the EGM by way of special resolution.

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 28 Novemeber 2022 in relation to the proposed amendments to the Articles of Association.

For the purpose of reflecting changes to regulatory rules such as the Guidelines for the Articles of Association of Listed Companies 《上市公司章程指引》( ), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Measures for the Supervision and Administration of the Directors, Supervisors, Senior Management, and Practitioners of Securities and Fund Business Institutions 《證券基金經營機構董事、監事、高級( 管理人員及從業人員監督管理辦法》) and on account of the need in strengthening party development, constructing a culture of integrity, managing operation with integrity and establishing anti-money laundering responsibility as well as the actual circumstances of the Company, on 28 November 2022, the Board resolved to make proposed amendments to the Articles of Association. Details of the proposed amendments to the Articles of Association are set out in Appendix I to this circular.

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 EGM by way of special resolution.

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LETTER FROM THE BOARD

III. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

Pursuant to the relevant amendments to the Articles of Association, the Board resolved on 28 Novemeber 2022 to propose the amendments to certain articles of the Rules of Procedures for the General Meeting. Details of the proposed amendments to the Rules of Procedures for the General Meeting are set out in the Appendix II to this circular. Please refer to the overseas regulatory announcement of the Company dated 28 November 2022 for the full text of the revised Rules of Procedures for the General Meeting.

The English version of the Rules of Procedures for the General Meeting is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

The proposed amendments to the Rules of Procedures for the General Meeting are subject to the approval of the Shareholders at the EGM by way of ordinary resolution.

IV. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Pursuant to the relevant amendments to the Articles of Association, and taking into account the actual conditions of the Company, the Board resolved on 28 Novemeber 2022 to propose the amendments to certain articles of the Rules of Procedures for the Board of Directors. Details of the proposed amendments to the Rules of Procedures for the Board of Directors are set out in the Appendix III to this circular. Please refer to the overseas regulatory announcement of the Company dated 28 November 2022 for the full text of the revised Rules of Procedures for the Board of Directors.

The English version of the Rules of Procedures for the Board of Directors is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

The proposed amendments to the Rules of Procedures for the Board of Directors are subject to the approval of the Shareholders at the EGM by way of ordinary resolution.

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LETTER FROM THE BOARD

V. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

Pursuant to the relevant amendments to the Articles of Association, the supervisory committee of the Company resolved on 28 Novemeber 2022 to propose the amendments to certain articles of the Rules of Procedures for the Supervisory Committee. Details of the proposed amendments to the Rules of Procedures for the Supervisory Committee are set out in the Appendix IV to this circular. Please refer to the overseas regulatory announcement of the Company dated 28 November 2022 for the full text of the revised Rules of Procedures for the Supervisory Committee.

The English version of the Rules of Procedures for the Supervisory Committee is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

The proposed amendments to the Rules of Procedures for the Supervisory Committee are subject to the approval of the Shareholders at the EGM by way of ordinary resolution.

VI. EGM

No Shareholder is required to abstain from voting in connection with the matters to be resolved at the EGM.

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LETTER FROM THE BOARD

VII. VOTING

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, the resolutions as set out in the notice of the EGM will be taken by way of a poll under the Articles of Association.

During the poll, every Shareholder present in person or by proxy (or in case of corporation, its duly authorized representative) at the EGM shall have one vote for each Share registered in his/her name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.

VIII. RECOMMENDATION

The Board considered that all resolutions to be proposed at the EGM are in the interests of the Company and its Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the EGM.

IX. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Central China Securities Co., Ltd.

Amendments to the Articles of Association

No.	Before	amendments	After amendments
1.	Newly	added	Article 19 The Company shall stay firm on enforcing strict party
			self-governance policy of the Central Government, and implement the
			plans and demands from the Party Central Committee on cultivating a
			culture of integrity. The Party Committee shall bear the political
			responsibility of cultivating a culture of integrity, promoting the
			culture of integrity in the Company through strengthening honest
			Party governance and anti-corruption work.
			Business integrity is an important element of cultivating a culture of
			integrity. Directors, supervisors, senior management and management
			and staff of all levels of the Company should have a clear
			understanding on the requirements on business integrity, implement
			the requirements on business integrity and take corresponding
			responsibility on business integrity. The Board of the Company shall
			set the administration targets on business integrity, and shall be
			responsible for the effectiveness of the administration on business
			integrity; senior management of the Company shall implement the
			administration targets on business integrity and be accountable for
			integrity in operation.
			The administration targets on business integrity of the Company is to
			establish a sound internal control system on operation of integrity,
			strengthen the culture of integrity and mitigate risks on operation of
			integrity, so as to create a beneficial internal environment for the
			Company to achieve sustainable, healthy and high-quality
			development.

– I-1 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Before amendments	After amendments	After amendments	After amendments
2.	Article 31 If the Company’s Directors, supervisors, senior management, Article 32 If			the Company’s Directors, supervisors, senior management,
	and shareholders holding more than 5.0% shares of the Company sell and shareholders holding more than 5.0% shares of the Company sell
	shares within six months after buying the same or buy shares within six shares or other equity securities within six months after buying the same
	months after such sale, the earnings arising therefrom shall belong to the or buy shares within six months after such sale, the earnings arising
	Company and the Board of the Company shall forfeit the said	earnings. therefrom shall belong to the Company and the Board of the Company
		shall	forfeit the said earnings. However, a securities company holding
	If the Board fails to comply with the provision of preceding paragraph, more		than 5% of the shares due to the purchase of the remaining of
	shareholders may require the Board to implement relevant provisions the underwritten shares, and other circumstances stipulated by the
	within 30 days. If the Board fails to comply with the provision within such securities regulatory authority under the State Council shall not be
	specified time, such shareholder may file a lawsuit with the People’s Court subject to the restriction.
	in his/her own name for the benefit of the Company.
		The shares or other equity securities held by any Director, supervisor,
	If the Board fails to comply with the provisions of the first paragraph of senior management and natural person shareholder referred to in the
	this Article, the responsible Directors shall assume joint	and several preceding paragraph shall include the shares or other equity securities
	liabilities in accordance with the laws.	held	by their spouses, parents and children, and those held through
		others’ accounts.
		If the Board		fails to comply with the provision of the first paragraph,
		shareholders		may require the Board to implement relevant provisions
		within 30 days. If the Board fails to comply with the provision within such
		specified time, such shareholder may file a lawsuit with the People’s Court
		in his/her own name for the benefit of the Company.
		If the Board fails to comply with the provisions of the first paragraph of
		this Article,		the responsible Directors shall assume joint and several
		liabilities in accordance with the laws.
3.	Article 53 Change of the register of shareholders arising	from share Article 54 ~~Change of the register of shareholders arising from share~~
	transfer shall not be registered within 30 days before convening of a ~~transfer shall not be registered within 30 days before convening of a~~
	General Meeting or within five days prior to the date of	decision on ~~General Meeting or within five days prior to the date of decision on~~
	distribution of dividend.	~~distribution of dividend.~~
	Rules of the securities regulatory authority of the place where the ~~Rules of the ~~			~~securities regulatory authority of the place where the~~
	company’s shares are listed shall prevail.	~~company’s shares are listed shall prevail. ~~Provisions provided by laws
		and regulations, rules of the securities regulatory authorities and stock
		exchanges in		the place where the shares of the Company are listed
		regarding the period of closure of register of shareholders prior to the
		convening of		a General Meeting or the record date for determining the
		distribution of dividends shall prevail.

– I-2 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Before	amendments		After amendments	After amendments	After amendments	After amendments
4.	Article	60 The ordinary shareholders of the Company shall be	entitled to	Article 61			The ordinary shareholders of the Company shall be entitled to
	the following rights:			the	following rights:
	(I)	to receive dividends and other distributions in proportion to the		(I)		to	receive dividends and other distributions in proportion to the
		shares they hold;				shares they hold;
	(II)	to attend General Meetings either in person or by proxy and		(II)		to	request, summon, hold, attend General Meetings either in
		exercise the voting right;				person or by proxy and exercise the right to speak and voting
						right (except where a shareholder is required by the listing
	(III)	to supervise, raise suggestions or inquiries about the business				rules of the place where the securities of the Company are
		operations of the Company;				listed to abstain from voting on specific matters) in accordance
						with laws ;
	(IV)	to transfer their shares in accordance with laws, administrative
		regulations and the Articles of Association;		(III)		to	supervise, raise suggestions or inquiries about the business
						operations of the Company;
	⋯⋯
				(IV)		to transfer their shares, present as gift or pledge their shares in
						accordance with laws, administrative regulations and the Articles
						of Association;
				⋯⋯
5.	Article	73The General Meeting shall be the authority of the Company and		Article 74The General Meeting shall be the authority of the Company and
	shall exercise the following functions and powers according to law:			shall exercise the following functions and powers according to law:
	(I)	to decide the business operation policies and investment plan for		(I)		to decide the business operation policies and investment plan for
		the Company;				the Company;
	⋯⋯			⋯⋯
	(XV)	to consider equity incentive scheme;		(XV)		to consider equity incentive scheme and employee stock
						ownership plans;
	(XVI)	to examine and approve shareholding schemes of Directors,
		supervisors, senior management or employees of the Company;		~~(XVI)~~		~~to ~~	~~examine and approve shareholding schemes of Directors,~~
						~~supervisors, senior management or employees of the~~
	⋯⋯					~~Company;~~
				⋯⋯

– I-3 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Before amendments	Before amendments					After	amendments	amendments	amendments
6.	Article 74 The following external guarantees to be given by			the Company			Article 75 The following external guarantees to be given by the Company
	shall be	examined and approved by the General Meeting:					shall be		examined and approved by the General Meeting:
	(I)	provision of a single guarantee whose amount exceeds 10.0% of					~~(I)~~		~~provision of a single guarantee whose amount exceeds 10.0%~~
		the latest audited net assets of the Company;							~~of the latest audited net assets of the Company;~~
	(II)	provision of any external guarantee by the	Company or			its	~~(II)~~		~~provision of any external guarantee by the Company or its~~
		subsidiaries, the total amount of which exceeds 50.0% of			the latest				~~subsidiaries, the total amount of which exceeds 50.0% of the~~
		audited net assets of the Company;							~~latest ~~	~~audited net assets of the Company;~~
	(III)	provision of guarantee to anyone whose liability-asset ratio					~~(III)~~		~~provision of guarantee to anyone whose liability-asset ratio~~
		exceeds 70.0%;							~~exceeds 70.0%;~~
	(IV)	provision of guarantee whose cumulative	amount		in	12	~~(IV)~~		~~provision of guarantee whose cumulative amount in 12~~
		consecutive months exceeds 30.0% of the latest		audited total					~~consecutive months exceeds 30.0% of the latest audited total~~
		assets of the Company;							~~assets of the Company;~~
	(V)	provision of guarantee whose cumulative	amount		in	12	~~(V)~~		~~provision of guarantee whose cumulative amount in 12~~
		consecutive months exceeds 50.0% of the latest audited net assets							~~consecutive months exceeds 50.0% of the latest audited net~~
		of the Company and equals no less than RMB50	million;		and				~~assets of the Company and equals no less than RMB50 million;~~
									~~and~~
	(VI)	provision of other guarantees stipulated by laws and regulations,
		department rules, normative documents or Articles of Association.					(I)		provision of any external guarantee by the Company and its
									subsidiaries, the total amount of which exceeds 50.0% of the
	The subparagraph (IV) of the preceding paragraph requires affirmative								latest	audited net assets of the Company;
	votes by	at least two-thirds of the votes held by shareholders		attending the
	meeting.						(II)		provision of any external guarantee by the Company, the total
									amount of which exceeds 30.0% of the latest audited total
									assets;
							(III)		provision of guarantee by the Company within one year, the total
									amount of which exceeds 30.0% of the latest audited total assets of
									theCompany;
							(IV)		provision of guarantee to anyone whose liability-asset ratio
									exceeds 70.0%;
							(V)		provision of a single guarantee, the amount of which exceeds
									10.0% of the latest audited net assets of the Company; and
							(VI)		provision of other guarantees stipulated by laws and regulations,
									department rules, normative documents or Articles of Association.
							The subparagraph ~~(IV)~~(II) of the preceding paragraph requires affirmative
							votes	by	at least two-thirds of the votes held by shareholders attending the
							meeting.

– I-4 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Before amendments		After amendments
7.	Article 82 Where the supervisory committee or shareholders decide to		Article 83 Where the supervisory committee or shareholders decide to
	convene a General Meeting on its/their own, it/they shall notify the Board		convene a General Meeting on its/their own, it/they shall notify the Board
	in writing and file relevant evidential documents with the securities		in writing and file relevant evidential documents with the ~~securities~~
	regulatory authority at the place where the Company is registered.		~~regulatory~~ ~~authority~~ ~~at~~ ~~the~~ ~~place~~ ~~where~~ ~~the~~ ~~Company~~ ~~is~~
			~~registered~~Shanghai Stock Exchange.
	The Shareholders who convene the General Meeting shall hold no less than
	10.0% shares of the Company when any resolution is made at such		The Shareholders who convene the General Meeting shall hold no less than
	meeting.		10.0% shares of the Company when any resolution is made at such
			meeting.
	The convening shareholders shall, when the notice of General Meeting is
	issued or a resolution is made at the General Meeting, submit relevant		~~The convening shareholders shall, when the notice of General Meeting~~
	evidential documents to the securities regulatory authority at the place		~~is issued or a resolution is made at the General Meeting, submit~~
	where the Company is registered.		~~relevant evidential documents to the securities regulatory authority at~~
			~~the place where the Company is registered. ~~The supervisory committee
			or the convening shareholders shall, when the notice of General
			Meeting or announcement of resolutions of General Meeting is issued,
			submit relevant evidential documents to the stock exchange.
8.	Article 85 Where the Company convenes a General Meeting, a written		Article 86 Where the Company convenes a General Meeting, a written
	notice shall be given by the convener 20 business days prior to the date of		notice shall be given by the convener ~~20 business days ~~20 days prior to
	the annual General Meeting to notify all the shareholders in the register of		the date of the annual General Meeting to notify all the shareholders in the
	shareholders of the matters to be considered, the date and venue of	the	register of shareholders of the matters to be considered, the date and venue
	meeting; In case of an extraordinary General Meeting, the shareholders		of the meeting; in case of an extraordinary General Meeting, the
	shall be notified 10 business days or 15 days prior to the date of meeting		shareholders shall be notified ~~10 business days or 15 days prior ~~15 days
	(whichever is longer).		prior to the date of meeting ~~(whichever is longer)~~. Where the laws,
			regulations and the relevant regulatory authorities and stock exchanges
	When calculating the abovementioned period, the date of the meeting shall		in the place where the Company’s Shares are listed have other
	not be included.		provisions, such provisions shall prevail.
	The business day set above refers to the day when the Hong Kong Stock		When calculating the abovementioned period, the date of the meeting shall
	Exchange is open for trading insecurities.		not be included.
			~~The business day set above refers to the day when the Hong Kong~~
			~~Stock Exchange is open for trading in securities.~~

– I-5 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No. Before amendments After amendments 9. Article 96 Article 97 ⋯⋯ ⋯⋯ If a shareholder is recognized as a recognized clearing house or its If a shareholder is recognized as a recognized clearing house or its nominee, the shareholder is entitled to authorize one or more person(s), as nominee, the shareholder is entitled to authorize corporate representative it thinks fit, to act as its proxy at any General Meeting or any class or one or more person(s), as it thinks fit, to act as its proxy at any General meeting of shareholders. However, if more than one person is authorized, Meeting or any class meeting of shareholders or creditors’ meeting, and the proxy form shall set out the number and class of shares represented by such proxies shall be entitled to statutory rights equivalent to other each of the persons so authorized. The power of attorney shall be signed by shareholders, including rights to speak and vote . However, if more than the authorized personnel of the recognized clearing house. A person so one person is authorized, the proxy form shall set out the number and class authorized may attend meetings (without presenting any share certificate, of shares represented by each of the persons so authorized. The power of and/or other evidence indicating that his/her identity) and exercise the right attorney shall be signed by the authorized personnel of the recognized on behalf of the recognized clearing house (or its nominee), as if he/she clearing house. A person so authorized may attend meetings (without was an individual shareholder of the Company. presenting any share certificate, and/or other evidence indicating that his/her identity) and exercise the right on behalf of the recognized clearing house (or its nominee), as if he/she was an individual shareholder of the Company.

– I-6 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Before amendments		After amendments	After amendments
10.	Article 117 Shareholders (including proxies) shall exercise his/her voting		Article 118 Shareholders (including proxies) shall exercise his/her voting
	rights according to the number of voting shares they represent, with one		rights according	to the number of voting shares they represent, with one
	vote for each share.		vote for each share.
	Where material issues affecting the interests of small and medium investors		Where material issues affecting the interests of small and medium investors
	are being considered at the General Meeting, the votes by small and		are being considered at		the General Meeting, the votes by small and
	medium investors shall be counted separately. The separate counting results		medium investors shall be counted separately. The separate counting results
	shall be publicly disclosed in a timely manner.		shall be publicly	disclosed in a timely manner.
	Shares held by the Company do not carry any voting rights, and shall not		Shares held by the Company do not carry any voting rights, and shall not
	be counted in the total number of voting	shares represented by	be counted in	the total number of voting shares represented by
	shareholders present at the General Meeting.		shareholders present at the General Meeting.
	The Board, independent Directors and shareholders who meet the relevant		Shareholders who purchase the shares with voting rights of the
	requirements may collect votes from shareholders publicly. While		Company in violation of Clauses 1 and 2 of Article 63 of the Securities
	collecting votes of shareholders, sufficient disclosure of information such		Law shall not exercise the voting rights of the shares that exceed the
	as the specific voting preference shall be made to the shareholders from		prescribed proportion within 36 months after purchasing such shares,
	whom voting rights are being collected. No consideration or other form of		and such shares shall not be counted in the total number of voting
	de facto consideration shall be involved in the collection of voting rights		shares represented by shareholders present at a General Meeting.
	from shareholders. The Company shall not impose	any limitation related to
	minimum shareholdings on the collection of voting rights.		The Board, independent Directors ~~and shareholders who meet the~~
			~~relevant requirements~~, shareholders holding more than 1% of voting
			shares or investor protection institutions established in accordance
			with the laws, administrative regulations or provisions of the CSRC
			may collect votes from		shareholders publicly. While collecting votes of
			shareholders, sufficient disclosure of information such as the specific
			voting preference shall be made to the shareholders from whom voting
			rights are being	collected. No consideration or other form of de facto
			consideration shall be involved in the collection of voting rights from
			shareholders. Save for		statutory conditions, the Company shall not
			impose any limitation related to minimum shareholdings on the collection
			of voting rights.
11.	Article 132 Shareholders present at the General Meeting shall cast their		Article 133 Shareholders present at the General Meeting shall cast their
	votes in favor of or against proposals submitted for consideration, or		votes in favor of or against proposals submitted for consideration, or
	abstain from voting. Voting forms which are	uncompleted, wrongly	abstain from voting. Voting forms which are uncompleted, wrongly
	completed, completed with illegible writing or not	cast are deemed as void	completed, completed with illegible writing or not cast are deemed as void
	and the shareholders to whom such voting forms belong shall be deemed to		and the shareholders to whom such voting forms belong shall be deemed to
	have abstained from voting.		have abstained from voting.
			Where any shareholder is, under Hong Kong Listing Rules, required to
			abstain from voting on any particular resolution or restricted to voting
			only for or only	against	any particular resolution, any votes cast by or
			on behalf of such shareholder in contravention of such requirement or
			restriction shall	not be counted.

– I-7 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Before amendments	Before amendments			After amendments
12.	Article	165 A Director may resign before his term of	office	expires. The	Article 166 A Director may resign before his term of office expires. The
	Director who is going to resign shall submit a written resignation letter to				Director who is going to resign shall submit a written resignation letter to
	the Board. The Board shall disclose such matter within		two days.		the Board. The Board shall disclose such matter within two days.
					Under the prerequisite to abide by relevant laws and administrative
					regulations, a General Meeting may remove any Director before the
					expiration of his/her term of office by way of an ordinary resolution
					(but without prejudice to any claim for damages under any contract).
13.	Article	174 The following persons shall not act as		independent	Article 175 The following persons shall not act as independent
	non-executive Director of the Company:				non-executive Director of the Company:
	(I)	persons employed by the Company or its related parties and their			(I) persons employed by the Company or its related parties and their
		immediate family members and major social		connections	immediate family members and major social connections
		(immediate family members shall include spouse,		parents and	(immediate family members shall include spouse, parents and
		children and major social connections shall include siblings,			children and major social connections shall include siblings,
		parents-in-law, sons/daughters-in-law, spouses of siblings, siblings			parents-in-law, sons/daughters-in-law, spouses of siblings, siblings
		of spouse);			of spouse);
	⋯⋯				⋯⋯
	(VI)	persons serving as Directors in other securities	companies;		(VI) ~~persons serving as Directors in other securities companies~~
					persons holding positions other than independent directors in
	(VII)	other persons specified in the Articles of Association;			other securities and fund institutions;
	(VIII)	other persons unfit to serve as independent Directors upon			(VII) persons who share interests with any senior management,
		confirmation by CSRC or regulatory authority	at the	place where	other directors, supervisors or other key personnel in the
		the Company’s shares are listed.			securities or fund institution where the said persons are to
					hold a position or its related parties;
	Where any independent Director is involved in any of the aforesaid
	circumstances, the securities company shall immediately remove the said				(VIII) other persons specified in the Articles of Association;
	Director, and report to the competent industry authority of the Company
	and the	securities regulatory authority at the place where the Company’s			(IX) other persons unfit to serve as independent Directors upon
	shares are listed.				confirmation by CSRC or regulatory authority at the place where
					the Company’s shares are listed.
					A person may serve as an independent director in no more than two
					securities and fund institutions. Where any independent Director is
					involved in any of the aforesaid circumstances, the securities company
					shall immediately remove the said Director, and report to the competent
					industry authority of the Company and the securities regulatory authority at
					the place where the Company’s shares are listed.

– I-8 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Before amendments	Before amendments		After amendments	After amendments
14.	Article	183 The Board shall be accountable to the General Meeting and		Article 184 The Board shall be accountable to the General Meeting and
	exercise the following functions and powers:			exercise the following functions and powers:
	(I)	to convene General Meetings and report to General Meetings;		(I)	to convene General Meetings and report to General Meetings;
	⋯⋯			⋯⋯
	(IV)	to resolve on the Company’s business	plans and investment plans;	(IV)	to resolve on the Company’s operation and development
					strategies, business plans and investment plans;
	⋯⋯
				⋯⋯
	(VII)	to prepare plans for the increase or	reduction of the registered
		capital of the Company and for the issuance of corporate bonds;		(VII)	to prepare plans for the increase or reduction of the registered
					capital of the Company and for the issuance of corporate bondsor
	⋯⋯				other securities and listing;
	(XIV)	to decide on external investment, acquisition and disposal of		⋯⋯
		assets, asset mortgage, external guarantee, consigned financial
		management, connected transactions,	etc. of the Company within	(XIV)	to decide on external investment, acquisition and disposal of
		the authority granted by the General Meeting;			assets, asset mortgage, external guarantee, consigned financial
					management, connected transactions, external donations, etc. of
	⋯⋯				the Company within the authority granted by the General Meeting;
				⋯⋯
				(XX)	to be ultimately responsible for money laundering risk
					management, establishing objectives for building a money
					laundering risk management culture, considering money
					laundering risk management strategies, considering and
					approving basic policies and procedures for money laundering
					risk management, authorizing senior management to take the
					lead for money laundering risk management, reviewing
					anti-money laundering reports in a regular manner, and
					keeping abreast of significant anti-money laundering risk
					incidents and their handling.
				......
15.	Article	188 The Board shall determine the	scope of power to utilize	Article 189 The Board shall determine the scope of power ~~to utilize~~
	company’s assets and establish strict examination and decision-making			~~company’s assets ~~of external investments, acquisition and disposal of
	procedure; in regards to major investment projects, relevant experts and			assets,	charging of assets, external guarantee matters, commissioned
	professionals shall be engaged for review and proposed to the General			wealth	management, connected transactions and external donations,
	Meeting for approval.			etc., and establish strict examination and decision-making procedure; in
				regards to major investment projects, relevant experts and professionals
				shall be engaged for review and proposed to the General Meeting for
				approval.

– I-9 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Before amendments		After amendments
16.	Article 221Staff of the controlling shareholder of the Company who serve		Article 222Staff of the controlling shareholder of the Company who serve
	administrative positions other than Directors and supervisors of the		administrative positions other than Directors and supervisors of the
	controlling shareholder shall not serve as senior	management of the	controlling shareholder shall not serve as senior management of the
	Company.		Company. The senior management of the Company shall only be
			entitled to the salaries paid by the Company. The controlling
			shareholders shall not pay the salaries on behalf of the Company.
17.	Article 223 The president shall be accountable to the Board and exercise		Article 224 The president shall be accountable to the Board, lead the
	the following functions and powers:		management in operation planning, implementation monitoring and
			management strengthening, and exercise the following functions and
	⋯⋯		powers:
			⋯⋯
			The senior management of the Company shall be liable to the
			implementation of money laundering risk management and the
			resolutions of the Board, promote the building of a money laundering
			risk management culture, establish and timely adjust the money
			laundering risk management organizational structure, formulate and
			adjust money laundering risk management strategies and
			implementation mechanism, review money laundering risk
			management policies and procedures, regularly report anti-money
			laundering work to the Board, timely report major money laundering
			risk events to the Board and the supervisory committee, organize the
			implementation of the anti-money laundering information system and
			data governance, organize the implementation of anti-money
			laundering performance evaluation and reward and punishment
			mechanism, and handle violations of anti-money laundering risk
			management policies and procedures as authorized by the Board.
18.	Article 231 If any senior management violates the laws, administrative		Article 232 ~~If any senior management violates the laws, administrative~~
	regulations, department rules or Articles of Association in the course of		~~regulations, department rules or Articles of Association in the course of~~
	exercising his/her duties, thereby incurring any loss	of the Company, the	~~exercising his/her duties, thereby incurring any loss of the Company,~~
	said senior management shall be liable to compensate the Company.		Senior management of the Company shall faithfully perform their
			duties and safeguard the best interests of the Company and all
			shareholders. If any senior management of the Company causes
			damage to the interests of the Company and its public shareholders
			due to failure in faithfully performing his/her duties or violation of
			his/her fiduciary duties, the said senior management shall be liable to
			compensate the Company.
19.	Article 238A supervisor shall ensure that the disclosure of the Company is		Article 239A supervisor shall ensure that the disclosure of the Company is
	true, accurate and complete.		true, accurate and complete, and sign written confirmation opinion on
			regular reports.

– I-10 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Before amendments	After amendments
20.	Article 250 The supervisory committee shall exercise the following	Article 251 The supervisory committee shall exercise the following
	functions and powers:	functions and powers:
	(I) to examine financial operations of the Company;	(I) to examine financial operations of the Company;
	⋯⋯	⋯⋯
		(VI) to assume supervision responsibility over money laundering
		risk management, supervise the performance of the Board and
		senior management in respect of performance and
		accountability on money laundering risk management and urge
		rectification, and make recommendations and suggestions on
		the Company’s money laundering risk management;
		⋯⋯
21.	Article 256In any of the following circumstances, a person shall not serve	Article 257In any of the following circumstances, a person shall not serve
	as Director, supervisor, president or other senior management of the	as Director, supervisor, president or other senior management of the
	Company:	Company:
	(I) without capacity or with limited capacity for civil conduct;	(I) without capacity or with limited capacity for civil conduct;
	⋯⋯	⋯⋯
	(VII) was ever a lawyer, certified public accountant or a professional of	(VII) was ever a lawyer, certified public accountant or a professional of
	an investment consulting institution, financial consulting	~~an investment consulting institution, financial consulting~~
	institution, credit rating institution, asset valuation institution or	~~institution, credit rating institution, asset valuation institution~~
	certification institution who was disqualified for any act against	~~or certification institution who was disqualified~~other securities
	the law or relevant discipline, and it is less than five years since	service institutions whose certified certificates orqualifications
	the said disqualification;	were revoked for any act against the law or relevant discipline,
		and it is less than five years since the said ~~disqualification~~
	⋯⋯The Company shall remove the Director, supervisor, president and	revocations of certificates or disqualifications;
	other senior management if he is involved in the said circumstances during
	his term of office.	⋯⋯The Company shall remove the Director, supervisor, president and
		other senior management if he is involved in the said circumstances during
		his term of office.
22.	Article 343 The Articles of Association is written in Chinese, in case of	Article 344 The Articles of Association is written in Chinese, in case of
	any discrepancy between versions in any other languages and different	any discrepancy between versions in any other languages and different
	versions, the Chinese version upon the latest approval and registration of	versions, the Chinese version upon the latest approval and registration of
	Henan Administration for Industry & Commerce shall prevail. In case of	~~Henan~~ ~~Administration~~ ~~for~~ ~~Industry~~ ~~&~~ ~~Commerce~~ Henan
	any discrepancy between the Chinese version and versions in any other	Administration for Market Regulation shall prevail. In case of any
	languages, the Chinese version shall prevail.	discrepancy between the Chinese version and versions in any other
		languages, the Chinese version shall prevail.

The serial numbers of all other articles of the Articles of Association are to be automatically re-numbered.

This proposal is pending approval by the general meeting of the Company.

– I-11 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

Central China Securities Co., Ltd.

Amendments to the Rules of Procedures for the General Meeting

No.	Before amendments	Before amendments		After amendments	After amendments
1	Article 3 The following external guarantees to be given by the Company			Article 3 The following external guarantees to be given by the Company
	shall be	examined and approved by the General Meeting:		shall be examined and approved by the General Meeting:
	(I)	provision of a single guarantee whose amount exceeds 10.0%	of	~~(I)~~	~~provision of a single guarantee whose amount exceeds 10.0%~~
		the latest audited net assets of the Company;			~~of the latest audited net assets of the Company;~~
	(II)	provision of any external guarantee by the Company or its		~~(II)~~	~~provision of any external guarantee by the Company or its~~
		subsidiaries, the total amount of which exceeds 50.0% of the latest			~~subsidiaries, the total amount of which exceeds 50.0% of the~~
		audited net assets of the Company;			~~latest audited net assets of the Company;~~
	(III)	provision of guarantee to anyone whose liability-asset ratio		~~(III)~~	~~provision of guarantee to anyone whose liability-asset ratio~~
		exceeds 70.0%;			~~exceeds 70.0%;~~
	(IV)	provision of guarantee whose cumulative amount in 12		~~(IV)~~	~~provision of guarantee whose cumulative amount in 12~~
		consecutive months exceeds 30.0% of the latest audited total			~~consecutive months exceeds 30.0% of the latest audited total~~
		assets of the Company;			~~assets of the Company;~~
	(V)	provision of guarantee whose cumulative amount in 12		~~(V)~~	~~provision of guarantee whose cumulative amount in 12~~
		consecutive months exceeds 50.0% of the latest audited net assets			~~consecutive months exceeds 50.0% of the latest audited net~~
		of the Company and equals no less than RMB50 million; and			~~assets of the Company and equals no less than RMB50 million;~~
					~~and~~
	(VI)	provision of other guarantees stipulated by laws and regulations,
		department rules, normative documents or Articles of Association.		(I)	provision of any external guarantee by the Company and its
					subsidiaries, the total amount of which exceeds 50.0% of the
	The subparagraph (IV) of the preceding paragraph requires affirmative				latest audited net assets of the Company;
	votes by	at least two-thirds of the votes held by shareholders attending the
	meeting.			(II)	provision of any external guarantee by the Company, the total
					amount of which exceeds 30.0% of the latest audited total
	The total amount of external guarantees provided by the Company shall not				assets;
	exceed 20.0% of the Company’s latest audited net assets.

– II-1 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

After amendments	After amendments
(III) provision of guarantee by the Company within one year, the
total amount of which exceeds 30.0% of the latest audited
total assets of the Company;
(IV) provision of guarantee to anyone whose liability-asset ratio
exceeds	70.0%;
(V) provision of a single guarantee, the amount of which exceeds
10.0% of the latest audited net assets of the Company; and
(VI) provision of other guarantees stipulated by laws and regulations,
department rules, normative documents or Articles		of Association.
The subparagraph ~~(IV)~~(II) of the preceding paragraph requires affirmative
votes by at least	two-thirds of the votes held by shareholders attending the
meeting.
The total amount of external guarantees provided by the Company shall not
exceed 20.0% of	the Company’s latest audited net assets.

– II-2 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Before amendments	Before amendments	After amendments
2	Article	5 The Company shall convene an extraordinary General Meeting	Article 5 An extraordinary General Meeting is held from time to time,
	within two months subsequent to occurrence of any of the following		and the Company shall convene an extraordinary General Meeting within
	events:		two months subsequent to occurrence of any of the following events:
	(I)	the number of Directors is less than the number required by the	(I) the number of Directors is less than the number required by the
		Company Law or is less than two-thirds of the number specified	Company Law or is less than two-thirds of the number specified
		in the Articles of Association;	in the Articles of Association;
	(II)	the unrecovered losses of the Company amount to one-third of the	(II) the unrecovered losses of the Company amount to one-third of the
		total amount of its share capital;	total amount of its paid-in share capital;
	(III)	shareholder(s) severally or jointly holding more than 10.0% shares	(III) shareholder(s) severally or jointly holding more than 10.0% shares
		of the Company request(s);	of the Company request(s);
	(IV)	the Board considers it necessary;	(IV) the Board considers it necessary;
	(V)	the supervisory committee proposes to convene such meeting; and	(V) the supervisory committee proposes to convene such meeting; and
	(VI)	other circumstances stipulated by the laws, departmental	(VI) other circumstances stipulated by the laws, departmental
		regulations, regulative rules, or Articles of Association.	regulations, regulative rules, or Articles of Association.
	If the Company is unable to convene an annual General Meeting within the		If the Company is unable to convene an annual General Meeting within the
	period as aforesaid, the Company shall report to the relevant regulatory		period as aforesaid, the Company shall report to ~~the relevant regulatory~~
	authority, explaining the reason and publish an announcement.		~~authority ~~the agency of China Securities Regulatory Commission (the
			“CSRC”) in the locality of the Company and the Shanghai Stock
			Exchange, explaining the reason and publish an announcement.

3	Article	6 Venue to convene the General Meeting of the Company is: the	Article 6 Venue to convene the General Meeting of the Company is: the
	Company’s headquarters or other locations determined by convener. A		Company’s headquarters or other locations determined by convener. A
	meeting	place shall be set up for the General Meeting, and such meetings	meeting place shall be set up for the General Meeting, and such meetings
	shall be	held on-site. The Company shall also facilitate shareholders in the	shall be held~~on-site~~online and on-site. The Company shall~~also ~~facilitate
	General	Meeting by offering network, telephone conference or others, as	shareholders in the General Meeting by offering network, telephone
	the case may be. Shareholders who participate in the General Meeting		conference or others, as the case may be. Shareholders who participate in
	through	above-mentioned ways shall be regarded as attending the meeting.	the General Meeting through above-mentioned ways shall be regarded as
			attending the meeting.

– II-3 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Before amendments		After amendments
4	Article 8 Independent non-executive Directors shall be entitled to propose		Article 8 Independent non-executive Directors shall be entitled to propose
	to the Board to convene an extraordinary General Meeting. Regarding the		to the Board to convene an extraordinary General Meeting. Regarding the
	proposal of the independent non-executive Directors to convene an		proposal of the independent non-executive Directors to convene an
	extraordinary General Meeting, the Board shall, pursuant to relevant laws,		extraordinary General Meeting, the Board shall, pursuant to relevant laws,
	regulations, the listing rules at the place where the Company’s shares are		regulations, the listing rules at the place where the Company’s shares are
	listed and Articles of Association, give a written reply on whether to		listed and Articles of Association, give a written reply on whether to
	convene the extraodinary General Meeting or not within 10 days after		convene the extraordinary General Meeting or not within 10 days after
	receipt of the proposal. If the Board agrees to convene the extraordinary		receipt of the proposal. If the Board agrees to convene the extraordinary
	General Meeting, it shall serve a notice of such meeting within five days		General Meeting, it shall serve a notice of such meeting within five days
	after the resolution is made by the Board.		after the resolution is made by the Board.
	If the Board does not agree to hold the extraordinary General Meeting, it		If the Board does not agree to hold the extraordinary General Meeting, it
	shall give the reasons. If the Board refuses to do so, one may propose to		shall give the reasons and make an announcement. ~~If the Board refuses~~
	the supervisor committee to convene the extraordinary General Meeting.		~~to do so, one may propose to the supervisor committee to convene the~~
			~~extraordinary General Meeting.~~
5	Article 9The supervisory committee shall be entitled to propose in writing		Article 9The supervisory committee shall be entitled to propose in writing
	to the Board to convene an extraordinary General Meeting. The	Board	to the Board to convene an extraordinary General Meeting. The Board
	shall, pursuant to relevant laws and regulations and Articles of Association,		shall, pursuant to relevant laws and regulations and Articles of Association,
	give a written reply on whether to convene the extraordinary General		give a written reply on whether to convene the extraordinary General
	Meeting or not within 10 days after receipt of the proposal.		Meeting or not within 10 days after receipt of the ~~proposal~~proposal.
	If the Board agrees to convene the extraordinary General Meeting,	it will	If the Board agrees to convene the extraordinary General Meeting, it will
	serve a notice of such meeting within five days after the resolution is made		serve a notice of such meeting within five days after the resolution is made
	by the Board. In the event of any change to the original proposal, the		by the Board. In the event of any change to the original proposal, the
	consent of the supervisory committee shall be obtained.		consent of the supervisory committee shall be obtained.
	If the Board does not agree to hold the extraordinary General Meeting or		If the Board does not agree to hold the extraordinary General Meeting or
	fails to give a reply in writing within 10 days after receipt of the proposal,		fails to give a reply in writing within 10 days after receipt of the
	it shall be deemed as unable to perform or failing to perform the duty of		~~proposal~~proposal, it shall be deemed as unable to perform or failing to
	convening the extraordinary General Meeting, and the supervisory		perform the duty of convening the extraordinary General Meeting, and the
	committee may convene and preside over the meeting by itself.		supervisory committee may convene and preside over the meeting by itself.

– II-4 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Before amendments		After amendments
6	Article 10 Shareholder(s) severally holding 10.0% or more shares	of the	Article 10 Shareholder(s) severally holding 10.0% or more shares of the
	Company shall be entitled to request in writing the Board to convene an		Company shall be entitled to request in writing the Board to convene an
	extraordinary General Meeting or class General Meeting of the Company.		extraordinary General Meeting or class General Meeting of the Company.
	Two or more shareholders aggregately holding 10% or more shares	of the	Two or more shareholders aggregately holding 10% or more shares of the
	Company shall be entitled to sign a written requisition in one or	more	Company shall be entitled to sign a written requisition in one or more
	counterparts in the same form and content, requiring the Board to convene		counterparts in the same form and content, requiring the Board to convene
	an extraordinary General Meeting or class General Meeting and state in		an extraordinary General Meeting or class General Meeting and state in
	such written requisition the matters to be discussed at the meeting. The		such written requisition the matters to be discussed at the meeting. The
	aforesaid number of shares shall be the shares held on the day on	which	aforesaid number of shares shall be the shares held on the day on which
	the written requisition is made by the shareholders.		the written requisition is made by the shareholders.
	If the Board agrees to convene the extraordinary General Meeting, it shall		If the Board agrees to convene the extraordinary General Meeting, it shall
	serve a notice of such meeting within five days after the resolution is made		serve a notice of such meeting within five days after the resolution is made
	by the Board. In the event of any change to the original proposal, the		by the Board. In the event of any change to the original proposal, the
	consent of relevant shareholder(s) shall be obtained.		consent of relevant shareholder(s) shall be obtained.
	If the Board does not agree to hold the extraordinary General Meeting or		If the Board does not agree to hold the extraordinary General Meeting or
	fails to give a reply within 10 days after receipt of the proposal,		fails to give a reply within 10 days after receipt of the proposal,
	shareholder(s) severally or jointly holding no less than 10.0% shares	of the	shareholder(s) severally or jointly holding no less than 10.0% shares of the
	Company shall be entitled to propose in writing to the supervisory		Company shall be entitled to propose in writing to the supervisory
	committee to convene an extraordinary General Meeting.		committee to convene an extraordinary General Meeting.
	If the supervisory committee agrees to convene the extraordinary General		If the supervisory committee agrees to convene the extraordinary General
	Meeting, it shall serve a notice of such meeting within 5 days after receipt		Meeting, it shall serve a notice of such meeting within 5 days after receipt
	of the said request. In the event of any change to the original proposal, the		of the said request. In the event of any change to the original
	consent of relevant shareholder(s) shall be obtained.		~~proposal~~request, the consent of relevant shareholder(s) shall be obtained.
	If the supervisory committee does not issue the notice for the General		If the supervisory committee does not issue the notice for the General
	Meeting within the specified time, the supervisory committee shall be		Meeting within the specified time, the supervisory committee shall be
	deemed as failing to convene the General Meeting. The shareholder(s)		deemed as failing to convene the General Meeting. The shareholder(s)
	severally or jointly holding no less than 10% shares of the Company	for no	severally or jointly holding no less than 10% shares of the Company for no
	less than 90 consecutive days may convene and preside over such meeting.		less than 90 consecutive days may convene and preside over such meeting.

– II-5 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No. Before amendments	No. Before amendments		After amendments
7 Article 11 Where the supervisory committee		or shareholders decide to Article 11 Where		the supervisory committee or shareholders decide to
convene a General Meeting on its/their own, it/they shall notify the Board convene a General				Meeting on its/their own, it/they shall notify the Board
in writing and file relevant evidential documents with			the agency of the in writing and file	relevant evidential documents with the ~~agency of the~~
CSRC in the locality of the Company.			~~CSRC in the locality of the Company~~Shanghai Stock Exchange.
The Shareholders who convene the General Meeting shall hold no less than The Shareholders who convene the General Meeting shall hold no less than
10.0% shares of the Company when any resolution is announced at such 10.0% shares of the Company when any resolution is announced at such
meeting.			meeting.
The convening shareholders shall, when the notice of General Meeting is The supervisory committee or theconvening shareholders shall, when the
issued or a resolution is announced at the General Meeting, submit relevant notice of General Meeting is issued or a resolution is					announced at the
evidential documents to the agency of the CSRC in the locality of the General Meeting, submit relevant evidential documents					to the ~~agency of~~
Company.			~~the CSRC in the locality of the Company~~stock exchange.
8 Article 12 For	the General Meeting convened by the supervisory Article 12 For the General Meeting convened by the supervisory
committee or shareholders on its/their own, the		Board and secretary to the committee or shareholders on its/their own, the Board and secretary to the
Board shall cooperate. The Board shall provide the register of shareholders Board shall cooperate. The Board shall provide the register of shareholders
on the equity registration date.			on the equity registration date. Where the Board of Directors fails to
			provide the register of shareholders, the convener may apply to the
			securities depository and clearing institution to obtain such register of
			shareholders with the announcement on convening the General
			Meeting. The register of shareholders obtained by the convener shall
			not be used for any purpose other than convening a General Meeting.

– II-6 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No. Before amendments	No. Before amendments		After amendments	After amendments
9 Article 40 Shareholder (including his/her proxy) shall exercise			his/her Article	40 Shareholder (including his/her proxy) shall exercise	his/her
voting	rights in accordance with the number of shares carrying the rights to voting rights in accordance with the number of shares carrying the rights to
vote represented by him/her, and each share shall have one		vote.	vote represented by him/her, and each share shall have one vote.
In the	event of a shareholder being connected with the matter		to be In the	event of a shareholder being connected with the matter	to be
considered at a General Meeting, he/she shall abstain from		voting and the considered at a General Meeting, he/she shall abstain from voting and the
voting	rights represented by the shares held by the shareholder shall		not be voting rights represented by the shares held by the shareholder shall		not be
counted in the total number of shares with voting rights		present	at the counted	in the total number of shares with voting rights present	at the
General Meeting.			General	Meeting.
Shares	held by the Company do not carry any voting rights, and shall not Shares held by the Company do not carry any voting rights, and shall not
be counted in the total number of voting shares represented by be counted in the total number of voting shares represented by
shareholders present at a shareholders’ General Meeting.			shareholders present at a shareholders’ General Meeting.
The Board, independent non-executive directors and shareholders who meet Shareholders who purchase the shares with voting rights of the
relevant conditions may gather shareholders’ voting rights. Voting			rights Company in violation of Clauses 1 and 2 of Article 63 of the Securities
shall be gathered at nil consideration, and sufficient information disclosure Law shall not exercise the voting rights of the shares that exceed the
shall be made to the shareholders from whom voting rights		are gathered. prescribed proportion within 36 months after purchasing such shares,
			and such shares shall not be counted in the total number of		voting
			shares represented by shareholders present at a General Meeting.
			The Board, independent non-executive directors ~~and shareholders who~~
			~~meet relevant conditions~~, shareholders holding more than 1%		of the
			voting	shares or investor protection institutions established in
			accordance with laws, administrative regulations or the provisions of
			the CSRC may gather shareholders’ voting rights. Voting rights shall be
			gathered at nil consideration, and sufficient information disclosure shall be
			made to the shareholders from whom voting rights are gathered.

– II-7 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX III

Central China Securities Co., Ltd.

Amendments to the Rules of Procedures for the Board of Directors

No.	Before	amendments	After amendments	After amendments
1	Article	2 The Board shall exercise the following functions:	Article 2 The Board shall exercise the following functions:
			(I)	to convene General Meetings and report to General Meetings;
	(I)	to convene General Meetings and report to General Meetings;
			⋯⋯
	⋯⋯
			(IV)	to resolve on the Company’s operation and development
	(IV)	to resolve on the Company’s business plans and investment plans;		strategies, business plans and investment plans;
	⋯⋯		⋯⋯
	(XIV)	to decide on external investment, acquisition and disposal of	(XIV)	to decide on external investment, acquisition and disposal of
		assets, asset mortgage, external guarantee, consigned financial		assets, asset mortgage, external guarantee, consigned financial
		management, connected transactions, external donations, etc. of		management, connected transactions, external donations, etc. of
		the Company within the authority granted by the General Meeting;		the Company within the authority granted by the General Meeting;
	⋯⋯		⋯⋯
			(XX)	to be ultimately responsible for money laundering risk
				management, establishing objectives for building a money
				laundering risk management culture, considering money
				laundering risk management strategies, considering and
				approving basic policies and procedures for money laundering
				risk management, authorizing senior management to take the
				lead for money laundering risk management, reviewing
				anti-money laundering reports in a regular manner, and
				keeping abreast of significant anti-money laundering risk
				incidents and their handling.
			The specific scope of authorization shall be correspondingly approved
			in accordance with the Rules Governing the Listing of Stocks on
			Shanghai Stock Exchange, the Rules Governing the Listing of Stocks
			on The Stock Exchange of Hong Kong Limited and relevant regulatory
			requirements of the State-owned Assets Supervision and
			Administration Commission of the State Council, and based on the
			amount of the authorized matter.

– III-1 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX III

No. Before amendments		After amendments	After amendments
2 Article 6 Procedure for proposing extraordinary meetings		Article 6 Procedure for proposing extraordinary meetings
Where an extraordinary meeting is proposed as the preceding article Where an extraordinary meeting is proposed as the preceding article
stipulates, a written proposal signed by or bearing the seal of the proposer stipulates, a written proposal signed by or bearing the seal of the proposer
shall be presented to the chairman of the Board by the proposer directly or shall be presented to the chairman of the Board by the proposer directly or
through the Board office. The written proposal shall contain the	following through the Board office. The written proposal shall contain the following
items:		items:
⋯⋯		⋯⋯
The contents of the proposal shall be relevant to the matters within the The contents of the proposal shall be relevant to the matters within the
functions and powers of the Board as stipulated by the Articles of functions and powers of the Board as stipulated by the Articles of
Association. The materials related to the proposal shall be	submitted Association. The materials related to the proposal shall be submitted
together with the proposal.		together with the proposal.
Upon receiving the above written proposal and the related materials, the Upon receiving the above written proposal and the related materials, the
Board office shall present them to the chairman of the Board on	the same Board office shall present them to the chairman of the Board on the same
day. If the chairman of the Board is of the view that the proposal is not day. If the chairman of the Board is of the view that the proposal is not
clear or specific, or the related materials are inadequate, the proposer may clear or specific, or the related materials are inadequate, the proposer may
be requested to make modification or supplementation to the proposal.		be	requested to make modification or supplementation to the proposal.
The chairman of the Board shall convene and preside over the meeting The chairman of the Board shall convene and preside over the meeting
within ten days after receiving the proposal or the request of the	securities within ten days after receiving the proposal~~or the request of the securities~~
authorities.		~~authorities~~.

– III-2 –

AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX III

No. Before	amendments		After amendments	After amendments
3 Article 9 ⋯⋯			Article 9 ⋯⋯
Where	an extraordinary meeting of the supervisory committee needs to be Matters involving direct management by higher authorities for
convened in emergency, the notice of meeting shall be sent		by telephone or consideration by the Board shall be reported to the state-owned			equity
by other verbal means at any time, but the convener shall			make directors 10 working days prior to the official notice and shall be
explanations at the meeting.			pre-communicated with the higher authorities. If pre-communication
			cannot	be made 10 working days in advance due to information
			disclosure and other reasons, the pre-communication period may be
			adjusted as appropriate.
			Where an extraordinary meeting of the supervisory committee needs to be
			convened in emergency, the notice of meeting shall be sent by the
			telephone or bu other verbal means at any time, but the convener shall
			make explanations at the meeting.
			Workflow of the performance of duties of state-owned equity directors
			shall be implemented in accordance with the relevant requirements
			under the Notice of Specifying Issues on the Administration of
			Investors and State-owned Legal Person Shareholders of Provincial
			Financial Enterprises and the Guidelines on the Approval of
			Resolutions by Equity Directors of Provincial Financial Enterprises
			issued by Henan Provincial Department of Finance.

– III-3 –

AMENDMENTS TO THE THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

APPENDIX IV

Central China Securities Co., Ltd.

Amendments to the Rules of Procedures for the Supervisory Committee

No.	Before amendments	Before amendments		After amendments	After amendments
1	Article 7 The Supervisory Committee shall			Article 7 The Supervisory Committee shall
	exercise the following functions:			exercise the following functions:
	(I)	to examine the financial operations	of	(I)	to examine the financial operations of
		the Company;			the Company;
	⋯⋯
				......
	(X)	to exercise other functions conferred		(VI)	to assume supervision responsibility
		by the laws, regulations, departmental			over money laundering risk
		rules, administrative regulations or the			management, supervise the
		Articles of Association.			performance of the Board and
					management in respect of
					performance and accountability on
					money laundering risk management
					and urge rectification, and make
					recommendations and suggestions on
					the Company’s money laundering
					risk management;
				.......
				(XI)	to exercise other functions conferred by
					the laws, regulations, departmental
					rules, administrative regulations or the
					Articles of Association.

– IV-1 –

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

==> picture [160 x 37] intentionally omitted <==

Central China Securities Co., Ltd.

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 second extraordinary general meeting (the “ EGM ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Wednesday, 14 December 2022 at Conference Room, 9F, China Pingmei Shenma Financial Capital Operation Centre, Intersection of Ruyi West Road and Ruyi River 4th West Street, Beilonghu, Zhengdong New District, Zhengzhou City, Henan Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions.

Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 29 November 2022 (the “ Circular ”).

AS SPECIAL RESOLUTION

To consider and approve the resolution on the amendments to the Articles of Association (details of which are set out in Appendix I to the Circular).

AS ORDINARY RESOLUTIONS

To consider and approve the resolution on the amendments to the Rules of Procedures for the General Meeting (details of which are set out in Appendix II to the Circular).
To consider and approve the resolution on the amendments to the Rules of Procedures for the Board of Directors (details of which are set out in Appendix III to the Circular).
To consider and approve the resolution on the amendments to the Rules of Procedures for the Supervisory Committee (details of which are set out in Appendix IV to the Circular).

– EGM-1 –

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

AS SPECIAL RESOLUTION

To consider and approve the resolution on the general mandate for the issuance of onshore and offshore debt financing instruments of the Company as follows:
(1) Subject to the compliance with 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 issue on a one-off or multiple issuances or multi-tranche issuances bases, either openly or privately, domestic corporate bonds, short-term corporate bonds, short-term financing bonds, financial bonds, renewable corporate 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 registered or approved or filed with the China Securities Regulatory Commission (“ CSRC ”), Securities Association of China, stock exchanges and 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, and other debt financing instruments issued under the approval of regulatory authorities. The above-mentioned onshore and offshore debt financing instruments shall not contain any provision for conversion into shares.
(2) To approve the proposal for the issuance of onshore and offshore debt financing instruments, the details of which are set out in the Circular.
(3) To authorize the Board of the Company in relation to such matter and agree the Board of the Company 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 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

– EGM-2 –

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

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, resale 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 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);
iii. To select and appoint the entrusted manager and settlement manager for the 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 onshore and offshore debt financing instruments of the Company, if applicable, including but not limited to preparation, modification and delivery of reporting materials of the 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;

– EGM-3 –

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

v. To make corresponding adjustment to the 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.

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 onshore and offshore debt financing instruments of the Company during the validity period of such authorization and the Company has also obtained the registration, approval, permit, filing or recording (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 confirmed by such registration, approval, permit, filing or recording, 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.

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

Henan, the PRC 29 November 2022

Notes:

As disclosed in the announcement of the Company dated 28 October 2022, the register of members of the Company is closed from Monday, 14 November 2022 to Wednesday, 14 December 2022 (both days inclusive), during which period no transfer of H Shares of the Company can be registered. For H Shareholders who wish 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 Friday, 11 November 2022.
Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder of the Company.

– EGM-4 –

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

In order to be valid, the H Shareholders’ proxy form for the EGM must be deposited by hand or by post 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 (for holders of H Shares of the Company) not less than 24 hours before the time scheduled for holding the EGM or any adjournment thereof (as the case may be). 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 meeting thereof should they so wish.
Shareholders or their proxies shall provide their identification documents when attending the EGM.
The on-site 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 Company’s head office in the PRC is No. 10 Business Outer Ring Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC.
Considering the needs for epidemic prevention and control, the Company recommends the A Shareholders to vote online, the H Shareholders to attend and exercise voting rights at the EGM by appointing the chairman of the meeting as a proxy. Shareholders or proxies who intend to attend the EGM on site shall pay attention to in advance and comply with national regulations and requirements and those of Henan Province and Zhengzhou City in relation to declaration of health status, quarantine and observation during the epidemic prevention and control period. The Company will take measures for prevention and control of the epidemic, such as registering attendance for the meeting, monitoring body temperature and checking health code and itinerary code, for Shareholders or proxies attending the EGM on site. Shareholders or proxies attending the EGM are requested to cooperate with the arrangement of the staff on site. Shareholders or proxies who exhibit symptoms such as fever, or fail to comply with the rules and requirements in relation to epidemic prevention and control will not be able to enter the venue of the EGM. If the number of Shareholders or proxies attending the EGM on site has reached the upper limit as required by the relevant government authorities in accordance with the provisions of epidemic prevention and control on the day of the EGM, the Shareholders and proxies will enter the venue according to the “first-register-first-enter” principle, and Shareholders or proxies subsequently arrive may not be able to enter the venue of the EGM. Relevant Shareholders can still participate in the EGM through online voting.

As at the date of this notice, the Board comprises executive director Mr. JIAN Mingjun, non-executive directors Mr. LI Xingjia, Ms. ZHANG Qiuyun, Mr. TANG Jin, Mr. TIAN Shengchun, Mr. ZHANG Xiaoqi and Mr. LU Benson Cheng, and independent non executive directors Ms. ZHANG Dongming, Mr. CHEN Zhiyong, Mr. TSANG Sung and Mr. HE Jun.

– EGM-5 –

AI assistant

Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2022

49885_rns_2022-11-28_4ceca289-49fd-4528-8be8-a9f39d8a6f1d.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Central China Securities Co., Ltd.

DEFINITIONS

DEFINITIONS

Central China Securities Co., Ltd.

INTRODUCTION

I. PROPOSED GENERAL MANDATE TO ISSUE ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

Proposal for the Issuance of Onshore and Offshore Debt Financing Instruments

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Shareholders’ Authorization

LETTER FROM THE BOARD

LETTER FROM THE BOARD

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

III. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

IV. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

LETTER FROM THE BOARD

V. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

VI. EGM

LETTER FROM THE BOARD

VII. VOTING

VIII. RECOMMENDATION

IX. RESPONSIBILITY STATEMENT

Central China Securities Co., Ltd.

Amendments to the Articles of Association

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

Central China Securities Co., Ltd.

Amendments to the Rules of Procedures for the General Meeting

APPENDIX II

APPENDIX II

Central China Securities Co., Ltd.

Amendments to the Rules of Procedures for the Board of Directors

APPENDIX III

Central China Securities Co., Ltd.

Amendments to the Rules of Procedures for the Supervisory Committee

Central China Securities Co., Ltd.

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

AS SPECIAL RESOLUTION

AS ORDINARY RESOLUTIONS

AS SPECIAL RESOLUTION

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

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