Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 5, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

中州证券

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 “中原证券股份有限公司” and carrying on business in Hong Kong as “中州证券”)

(Stock Code: 01375)

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 second extraordinary general meeting (the "EGM") of Central China Securities Co., Ltd. (the "Company") will be held at 9:30 a.m. on Friday, 27 December 2024 at Conference Room, 17th Floor, Zhongyuan Guangfa Financial Building, No. 10 Shangwu Waihuan Road, Zhengzhou, Henan Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 5 December 2024 (the "Circular").

AS SPECIAL RESOLUTION

1. To consider and approve the Resolution on Amendments to the Articles of Association, please refer to the Circular for details of the Proposed Amendments.

AS ORDINARY RESOLUTIONS

1. To consider and approve the Resolution on Change of Accounting Firm for Annual Audit for 2024.
2. To consider and approve the Resolution on the Purchase of Liability Insurance for Directors, Supervisors and Senior Management.
3. To consider and approve the Resolution on Central China Blue Ocean to Waive Proportional Capital Increase in Henan Asset.
4. To consider and approve the Resolution on Central China Blue Ocean to Waive the Transfer of Henan Asset's Equity by Henan Asset's Shareholders.

By order of the Board

Central China Securities Co., Ltd.

LU Zhili

Chairman

Henan, the PRC

5 December 2024

---

• 2 -

Notes:

1. The register of members of H Shares of the Company will be closed from 20 December 2024 to 27 December 2024 (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 19 December 2024.

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. 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 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou City, Henan Province, the PRC.

As at the date of this notice, the executive Director of the Company is Mr. LU Zhili; the non-executive Directors are Mr. LI Xingjia, Ms. ZHANG Qiuyun, Mr. TANG Jin and Mr. TIAN Shengchun; and the independent non-executive Directors are Mr. CHEN Zhiyong, Mr. TSANG Sung and Mr. HE Jun.