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

Jan 25, 2022

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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Central China Securities Co., Ltd.

(a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “中原証券股份有限公司” and carrying on business in Hong Kong as “中州証券”) (Stock Code: 01375)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTOR AND

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

Letter from the Board is set out on pages 3 to 15 of this circular.

The EGM will be held by the Company at 9:30 a.m. on Thursday, 17 February 2022 at Conference Room, 17F, Zhongyuan Guangfa Finance Building, No. 10 Business Outer Ring Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC. The notice of EGM is set out on pages 16 to 17 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 FIRST EXTRAORDINARY GENERAL MEETING”.

25 January 2022

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING. . . . . . . .	16

– 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 first extraordinary general meeting of the Company to be convened and held at 9:30 a.m. on Thursday, 17 February 2022 at Conference Room, 17F, Zhongyuan Guangfa Finance Building, No. 10 Business Outer Ring Road, Zhengdong New District, Zhengzhou, 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”	20 January 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.

(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)

Executive Director: Registered Address in the PRC: Mr. JIAN Mingjun (Chairman) No. 10 Business Outer Ring Road Zhengdong New District Non-executive Directors: Zhengzhou, Henan Province Mr. LI Xingjia China Ms. ZHANG Qiuyun Mr. TIAN Shengchun Headquarters/Principal Place Mr. ZHANG Xiaoqi of Business in the PRC: Mr. LU Benson Cheng No. 10 Business Outer Ring Road Zhengdong New District Independent Non-executive Directors: Zhengzhou, Henan Province Mr. YU China

Executive Director: Mr. JIAN Mingjun (Chairman)

Independent Non-executive Directors: Zhengzhou, Henan Province Mr. YU Xugang China Ms. ZHANG Dongming Mr. CHEN Zhiyong Principal Place of Business in Hong Kong: Mr. TSANG Sung 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

25 January 2022

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTOR AND

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

I. INTRODUCTION

At the EGM, among other things, a special resolution will be proposed to approve (1) the proposed amendments to the Articles of Association, and ordinary resolutions will be proposed to approve (2) the proposed appointment of non-executive Director; and (3) the proposed appointment of independent non-executive Director.

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

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 24 December 2021 in relation to the proposed amendments to the Articles of Association.

In order to improve the corporate governance structure of the Company and enhance the execution efficiency of the Company’s business decisions and management, the Company set up the Executive Committee and formulated the Rules of Procedure for the Executive Committee of Central China Securities Co., Ltd. in accordance with the requirements of the Company Law, the Rules for Governance of Securities Companies 《證券公司治理準則》( ) and other relevant laws and regulations and the Resolution on the Establishment of the Executive Committee of the Company and Formulation of the Rules of Procedures of the Executive Committee of Central China Securities Co., Ltd. as considered and approved at the third meeting of the seventh session of the Board of the Company.

In addition, according to the Consultation Conclusions on Acceptance of Mainland Accounting and Auditing Standards and Mainland Audit Firms for Mainland Incorporated Companies Listed in Hong Kong 《有關接受在香港上市的內地註冊成立公司採用內地的會計及( 審計準則以及聘用內地會計師事務所的諮詢總結》) published by The Stock Exchange of Hong Kong Limited in December 2010, and the Pilot Work Plan for Accounting Firms Engaged in Audit Business for H Share Enterprises 《會計師事務所從事( H股企業審計業務試點工作方案》) issued by the Accounting Division of the Ministry of Finance and the CSRC, issuers listed in Hong Kong while incorporated in Mainland China are allowed to adopt the China Accounting Standards for Business Enterprises (the “ PRC GAAP ”) to prepare financial statements, and Chinese accounting firms approved by the Ministry of Finance and the CSRC are allowed to adopt the PRC GAAP to audit such financial statements. As considered and approved at the 2019 annual general meeting of the Company held on 10 June 2020, the Company has adopted the PRC GAAP to prepare the financial statements and disclose the relevant financial information both in Hong Kong and the Mainland China since the interim financial report and interim results of 2020.

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LETTER FROM THE BOARD

In view of the above, the board of directors resolved at a meeting held on 24 December 2021 to propose to add new articles and amend certain articles to the Articles of Association of the Company. The board of directors proposes to amend the Articles of Association as follows:

	Original articles	Amended articles
	Article 14 The senior management referred to	Article 14 The senior management referred to
	in these Articles of Association include the	in these Articles of Association include the
	president, vice president, chief financial	president, vice president, chief financial
	officer, chief compliance officer, secretary to	officer, chief compliance officer, secretary to
	the Board, and such other personnel hold keep	the Board, members of the Executive
	posts as identified by regulators or	Committee and such other personnel hold keep
	acknowledged by any board resolution of the	posts as identified by regulators or
	Company.	acknowledged by any board resolution of the
		Company.
	The appointment and removal of a Director,
	supervisor and member of senior management	The appointment and removal of a Director,
	of the Company shall be filed with the	supervisor and member of senior management
	securities regulatory authorities under the State	of the Company shall be filed with the
	Council.	securities regulatory authorities under the State
		Council.

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LETTER FROM THE BOARD

Article 183 The Board shall be accountable to Article 183 The Board shall be accountable to the general meeting and exercise the following the general meeting and exercise the following functions and powers: functions and powers: ⋯⋯ ⋯⋯

(X) to appoint or remove the Company’s (X) to appoint or remove the Company’s president, chief compliance officer and president, chief compliance officer ~~and~~ , secretary to the Board as nominated by the secretary to the Board and members of the chairman and determine their remunerations; to Executive Committee as nominated by the decide to appoint or remove the Company’s chairman and determine their remunerations; to vice president, chief financial officer and other decide to appoint or remove the Company’s senior management as nominated by the vice president, chief financial officer and other president and determine their remunerations; senior management as nominated by the ⋯⋯ president and determine their remunerations; (XVII) to determine Directors’ remunerations ⋯⋯ and distribution plan thereof, and submit (XVII) to listen to the work report of the special reports to the general meeting on the Executive Committee and examine the work performance evaluation and remunerations of of the Executive Committee; Directors;

~~(XVII)~~ (XVIII) to determine Directors’ (XVIII) to evaluate and determine the nature remunerations and distribution plan thereof, and extent of the risks the Company is willing and submit special reports to the general to take in achieving its strategic objectives, meeting on the performance evaluation and ensure that the company establishes and remunerations of Directors; maintains appropriate and effective risk management and internal control systems, and ~~(XVIII)~~ (XIX) to evaluate and determine the oversee the Company’s risk management and nature and extent of the risks the Company is internal control systems on an ongoing basis, willing to take in achieving its strategic oversee management in the design, objectives, ensure that the company establishes implementation and monitoring of the risk and maintains appropriate and effective risk management and internal control systems, and management and internal control systems, and ensure that a review of the effectiveness of the oversee the Company’s risk management and Company’s and its subsidiaries’ risk internal control systems on an ongoing basis, management and internal control systems has oversee management in the design, been conducted at least annually; implementation and monitoring of the risk management and internal control systems, and ensure that a review of the effectiveness of the Company’s and its subsidiaries’ risk management and internal control systems has been conducted at least annually;

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LETTER FROM THE BOARD

	(XIX) to determine the objectives Company’s culture construction and shall	(XIX) to determine the objectives Company’s culture construction and shall	(XIX) to determine the objectives Company’s culture construction and shall	(XIX) to determine the objectives Company’s culture construction and shall	of be	~~(XIX)~~(XX) to determine the objectives of Company’s culture construction and shall be
	liable to the effectiveness of the Company’s					liable to the effectiveness of the Company’s
	culture construction;					culture construction;
	(XX) to exercise other functions stipulated by laws and			and powers as regulations,		~~(XX)~~(XXI) to exercise other functions and powers as stipulated by laws and regulations,
	departmental	rules, regulatory		documents	or	departmental rules, regulatory documents or
	Articles of Association.					Articles of Association.
	⋯⋯					⋯⋯
	Chapter VII President and		Other	Senior		Chapter VII President, Executive Committee
	Management	Members				and Other Senior Management Members
	Newly added	article				Article 215 The Company shall set up the
						Executive Committee, which is a standing
						operating and management decision-making
						body of the Board of the Company and
						implements the route and policy determined
						by the Board under the leadership of the
						Party Committee of the Company.
						Members of the Executive Committee shall
						be considered and recommended by the
						Party Committee of the Company, and
						nominated by the Chairman of the Board,
						including the Chairman, President, Vice
						President, Chief Accountant and other
						senior management, and shall be appointed
						or dismissed by the Board. The Chairman of
						the Board shall serve as the director of the
						Executive Committee, and the President
						shall serve as the deputy director of the
						Executive Committee.
						Members of the Executive Committee shall
						assist the director of the Executive
						Committee, be responsible to the director of
						the Executive Committee, report to him/her,
						and perform relevant duties according to
						his/her division of work.

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LETTER FROM THE BOARD

				**The **	term of office of the members of the
				Executive Committee shall be the same as
				**that **	of the Board and the members of the
				Executive Committee can be re-appointed
				**after **	the expiry of the term.
	Newly	added	article	Article 216 The Executive Committee of the
				Company shall mainly exercise the following
				functions and powers:
				(I)	to consider major proposals to be
					submitted to the Board and the general
					meeting for consideration;
				(II)	to consider and formulate the
					Company’s business policies,
					development strategies, business plans,
					investment and financing plans and
					other major issues;
				(III)	to consider and formulate the
					Company’s annual financial budgets,
					final accounts, profit distribution plans,
					loss recovery plans and plans for the
					appointment and dismissal of
					accounting firms;
				(IV)	to consider and formulate plans for the
					increase or reduction of the Company’s
					registered capital, and plans for
					material acquisitions, asset
					restructuring, disposal of assets,
					transfer of property rights, acquisition
					of the Company’s shares, merger,
					division, dissolution of the Company
					and its significant subsidiaries or
					change of corporate form;

– 8 –

LETTER FROM THE BOARD

		(V)			to consider and formulate the allocation
					and use of large funds within the
					budget of the Company, the allocation
					and use of funds exceeding the budget,
					large donations and sponsorships and
					other large funds operation matters;
		(VI)			to consider and formulate major
					investment projects of the Company;
		(VII)			to consider and formulate plans for
					response and disposal of major risks in
					investment and financing business;
		(VIII) to consider and formulate proposals for
					amendments to the Articles of
					Association and the basic management
					system of the Company;
		(IX)			to exercise other functions and powers
					according to relevant laws and
					regulations, rules and regulatory
					documents and granted by the Board.
		Among them, items (V), (VI) and (VII) shall
		be	submitted to the Board and/or the
		general meeting for consideration in
		accordance with the decision-making
		authority of the Board and the general
		meeting as stipulated in the listing rules and
		regulatory requirements.

– 9 –

LETTER FROM THE BOARD

Newly added article Article 217 The Executive Committee shall be convened and chaired by the director of the Executive Committee, and the deputy director may be entrusted by the director to convene and chair the meetings of the Executive Committee. Members of the Executive Committee shall attend the meetings in person. If he/she cannot attend the meetings for any reason, he/she may appoint another member in writing to attend the meetings on his/her behalf. The chairman of the supervisory committee, the head of the discipline inspection team and other relevant personnel of the Company may attend the meeting. Newly added article Article 218 The Executive Committee shall formulate the rules of procedure for the Executive Committee, which shall be implemented upon approval by the Board. Article 271 The financial statements of the Article ~~271~~ 275 The financial statements of the Company shall be prepared in accordance with Company shall be prepared in accordance with not only PRC accounting standards and ~~not only~~ PRC accounting standards and regulations, but also the international regulations ~~, but also the international~~ accounting standards or the accounting ~~accounting standards or the accounting~~ standards of the overseas place where ~~standards of the overseas place where~~ Company’s shares are listed. If the financial ~~Company’s shares are listed. If the financial~~ statements prepared under the two accounting ~~statements prepared under the two~~ standards are discrepant significantly, such ~~accounting standards are discrepant~~ discrepancy shall be indicated in the notes to ~~significantly, such discrepancy shall be~~ the financial statements. The Company shall ~~indicated in the notes to the financial~~ distribute the after-tax profit of the relevant ~~statements. The Company shall distribute~~ financial year as per the less of the after-tax ~~the after-tax profit of the relevant financial~~ profits in the aforesaid two financial ~~year as per the less of the after-tax profits in~~ statements. ~~the aforesaid two financial statements~~ .

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LETTER FROM THE BOARD

Article 272 The interim results or financial Article ~~272~~ 276 The interim results or financial data announced or disclosed by the Company data announced or disclosed by the Company shall be prepared in accordance with the PRC shall be prepared in accordance with the PRC accounting standards and regulations as well as accounting standards and regulations ~~as well as~~ the international accounting standards or the ~~the international accounting standards or~~ accounting standards of the overseas place ~~the accounting standards of the overseas~~ where Company’s shares are listed. ~~place where Company’s shares are listed~~ .

As a result of the aforesaid proposed amendments to the Articles of Association, the subsequent articles will be renumbered accordingly and the relevant numbering of such articles referred to in the Articles of Association shall be adjusted accordingly.

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

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

The proposed amendments to the Articles of Association are subject to the approval by the Shareholders at the EGM by way of special resolution.

III. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 18 January 2022 in relation to, among others, the proposed appointment of non-executive Director.

The Company convened the fifth meeting of the seventh session of the Board on 18 January 2022, at which Mr. Tang Jin was nominated as a candidate of non-executive Director of the seventh session of the Board of the Company with a term of office commencing from the date of approval by the EGM until the expiry of the term of office of the seventh session of the Board. The proposed appointment of Mr. Tang Jin as a non-executive Director is subject to the consideration and approval of the EGM.

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LETTER FROM THE BOARD

The biographical details of Mr. Tang Jin are set out below:

Mr. Tang Jin, born in October 1966, holds a master’s degree from the CPC Jiangsu Provincial Committee Party School. He currently serves as vice president and a Party committee member of Jiangsu SOHO Holdings Group Co., Ltd. (江蘇省蘇豪控股集團有限公司). He has successively served as the chief and deputy director of the secretary section of Jianhu County Party Committee Office in Jiangsu Province, deputy director and director of each of the Research Office and General Office of Jiangsu Provincial Government, and vice president and Party committee member of Jiangsu SOHO Holdings Group Co., Ltd.

Save as disclosed above, as at the Latest Practicable Date, Mr. Tang Jin confirmed that (i) he has not held any position of the Company or its subsidiaries nor any directorship in other listed company for the past three years; (ii) he does not have any relationship with any Directors, Supervisors, senior management, substantial or controlling Shareholders of the Company; and (iii) he does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information in relation to the appointment of Mr. Tang Jin as a non-executive Director which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules, and there is no other matter in relation to his appointment that needs to be brought to the attention of the Shareholders.

If the proposed appointment of Mr. Tang Jin as a non-executive Director is approved at the EGM, the Company will enter into a service contract with Mr. Tang Jin. According to the relevant provisions of state-owned assets supervision, Mr. Tang Jin will not receive remuneration from the Company as a non-executive Director.

IV. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

References are made to the announcements of the Company dated 6 December 2021 and 18 January 2022, respectively.

According to the Company Law, the Guiding Opinions on the Establishment of Independent Director Systems in Listed Companies 《關於在上市公司建立獨立董事制度的指導意見》( ), the Guidelines on the Duty Performance of Independent Directors of Listed Companies 《上市公司獨( 立董事履職指引》) and other relevant laws and regulations, as well as the relevant requirements of the Articles of Association, the consecutive terms of the independent non-executive Directors shall not exceed six years. The term of office of Mr. Yu Xugang as an independent non-executive Director has reached six years. In order to continuously optimize the governance structure of the Company, on 18 January 2022, the Board resolved and nominated Mr. He Jun as a candidate of

– 12 –

LETTER FROM THE BOARD

independent non-executive Director of the seventh session of the Board of the Company with a term of office commencing from the date of approval by the EGM until the expiry of the term of office of the seventh session of the Board. The proposed appointment of Mr. He Jun as an independent non-executive Director is subject to the consideration and approval of the EGM. From the effective date of the aforesaid appointment of Mr. He Jun as an independent non-executive Director, Mr. Yu Xugang will cease to serve as an independent non-executive Director and a member of the Remuneration and Nomination Committee under the Board.

The aforesaid nomination of independent non-executive Director is subject to preliminary review by the Remuneration and Nomination Committee under the Board in accordance with the Articles of Association, and is proposed by the Board for election at the EGM. Having considered the confirmation of independence provided by Mr. He Jun to the Company pursuant to Rule 3.13 of the Hong Kong Listing Rules and his skills, background, knowledge and experience, the Board proposed to appoint Mr. He Jun as an independent non-executive Director of the seventh session of the Board and is satisfied with his independence as an independent non-executive Director. Mr. He Jun has extensive expertise and experience in corporate strategic management, technological innovation and macroeconomic policies. In addition, Mr. He Jun’s cultural and educational background, professional experience, skills, knowledge and practice enable him to provide valuable and relevant insights and contribute to the diversity of the Board.

The biographical details of Mr. He Jun are set out below:

Mr. He Jun, born in December 1976, holds a doctoral degree in industrial economics from the Graduate School of Chinese Academy of Social Sciences, and was included in the National Hundred, Thousand and Ten-Thousand Talent Project and selected as one of the National Young and Middle-aged Experts with Outstanding Contributions. He is entitled to the special allowances of the State Council. He began to work in 2002 and served as an investment strategy analyst in the Research Institute of CSC Financial Co., Ltd. (中信建投證券股份有限公司). He currently serves as a researcher, professor and doctoral supervisor at the Institute of Industrial Economics of Chinese Academy of Social Sciences, director of the Research Center of Small and Medium Enterprises of Chinese Academy of Social Sciences, and a member of the National Spectrum Resources Committee.

Save as disclosed above, as at the Latest Practicable Date, Mr. He Jun confirmed that (i) he has not held any position of the Company or its subsidiaries nor any directorship in other listed company for the past three years; (ii) he does not have any relationship with any Directors, Supervisors, senior management, substantial or controlling Shareholders of the Company; and (iii) he does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

– 13 –

LETTER FROM THE BOARD

Save as disclosed above, there is no information in relation to the appointment of Mr. He Jun as an independent non-executive Director which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules, and there is no other matter in relation to his appointment that needs to be brought to the attention of the Shareholders.

If the proposed appointment of Mr. He Jun as an independent non-executive Director is approved at the EGM, the Company will enter into a service contract with Mr. He Jun. The remuneration of Mr. He Jun will be determined after considering the proposal from the Remuneration and Nomination Committee under the Board with reference to the remuneration of other independent non-executive Directors.

V. EGM

The EGM will be held by the Company at 9:30 a.m. on Thursday, 17 February 2022 at Conference Room, 17F, Zhongyuan Guangfa Finance Building, No. 10 Business Outer Ring Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC.

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

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.

VI. 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 Article 127 of 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.

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LETTER FROM THE BOARD

VII. 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.

VIII.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

– 15 –

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

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Central China Securities Co., Ltd.

(a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “中原証券股份有限公司” and carrying on business in Hong Kong as “中州証券”) (Stock Code: 01375)

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 first extraordinary general meeting (the “ EGM ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Thursday, 17 February 2022 at Conference Room, 17F, Zhongyuan Guangfa Finance Building, No. 10 Business Outer Ring Road, Zhengdong New District, Zhengzhou, 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 25 January 2022.

AS SPECIAL RESOLUTION

1. To consider and approve the resolution on the amendments to the Articles of Association;

AS ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the election of Mr. Tang Jin as a non-executive Director of the seventh session of the Board; and

2. To consider and approve the resolution on the election of Mr. He Jun as an independent non-executive Director of the seventh session of the Board.

Yours faithfully,

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

JIAN Mingjun

Chairman

Henan, the PRC 25 January 2022

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NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from Saturday, 12 February 2022 to Thursday, 17 February 2022 (both days inclusive), during which period no transfer of H Shares of the Company can be registered. In order for the H Shareholders to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 11 February 2022.

2. 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.

3. 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.

4. Shareholders or their proxies shall provide their identification documents when attending the EGM.

5. 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.

6. 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.

7. 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.

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