Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2025

Jun 9, 2025

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Central China Securities Co., Ltd. (the "Company") will be held at 9:00 a.m. on Monday, 30 June 2025 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengzhou, Henan Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 9 June 2025 (the "Circular").

AS ORDINARY RESOLUTIONS

1. To consider and approve the work report of the Board of the Company for the year of 2024.
2. To consider and approve the work report of the Supervisory Committee of the Company for the year of 2024.
3. To consider and approve the duty report of the independent Directors of the Company for the year of 2024.
4. To consider and approve the annual report of the Company for the year of 2024.
5. To consider and approve the proposals regarding the profit distribution plan of the Company for the year of 2024 and interim profit distribution authorization for the year of 2025.
6. To consider and approve the final financial report of the Company for the year of 2024.
7. To consider and approve the resolution on the re-appointment of auditing firm for the year of 2025.

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1. To consider and approve the evaluations and remuneration of the Directors of the Company for the year of 2024.

2. To consider and approve the evaluations and remuneration of the Supervisors of the Company for the year of 2024.

3. To consider and approve the proposal to determine the scale and risk limit of securities proprietary business in 2025.

4. To consider and approve the proposal to abolish the Company’s Supervisory Committee.

AS SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the amendments to the Articles of Association, the details of which are set out in the Circular.

2. To consider and approve the resolution on the general mandate for the issuance of onshore and offshore debt financing instruments.

AS ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the remuneration of Mr. LU Zhili for 2023.

2. To consider and approve the resolution on the remuneration of Mr. JIAN Mingjun for 2023.

3. To consider and approve the resolution on the formulation of the Director Evaluation and Remuneration Management System, the details of which are set out in the Circular.

17.00. To consider and approve the resolution on the election of directors of the seventh session of the Board:

17.01 To elect Mr. LI Wenqiang as a director of the seventh session of the Board

17.02 To elect Mr. FENG Ruofan as a director of the seventh session of the Board

By order of the Board

Central China Securities Co., Ltd.

ZHANG Qiuyun

Chairlady

Henan, the PRC, 9 June 2025

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Notes:

1. The register of members of the Company will be closed from 25 June 2025 to 30 June 2025 (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 AGM, 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 on or no later than 4:30 p.m. on 24 June 2025. Shareholders whose names listed on the register of members of the Company on 25 June 2025 will be entitled to attend and vote at the AGM.

2. Shareholders who are entitled to attend and vote at the AGM 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 AGM 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 AGM 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 AGM or any adjourned meeting thereof should they so wish.

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

5. The on-site AGM is expected to take half a day approximately. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.

6. The address of the Company’s head office in the PRC is 10 Business Outer Ring Road, Zhengdong New District, Zhengzhou City, Henan Province, the PRC.

7. For the resolution on the election of Directors of the Seventh Session of the Board (Resolution No. 17.00), the cumulative voting system was adopted. Each Share shall have the same number of voting right as to the number of the candidate under that resolution. Shareholders can use their voting right to vote for the same (one) candidate, or to vote for different candidates separately. After aggregating the final voting results of all Shareholders, those candidates with the highest votes will be elected in descending order. You should pay particular attention to the fact that for such resolution, the number of votes that each Shareholder casts shall not exceed the corresponding maximum number of votes in his/her possession, otherwise, the votes on the resolution will be invalid and deemed abstain. No ballot will be cast “For”, “Against” or “Abstain” in cumulative voting system. You are requested to fill in the corresponding number of votes in the “Cumulative Voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum number of votes in total under the resolution, and does not need to be the integral multiples of the number of shares held by the voters. If you mark “✓” in the blank against the name of each candidate, you will be deemed to cast your total number of votes equally amongst the corresponding candidates under that resolution.

As at the date of this notice, the Board comprises Ms. ZHANG Qiuyun, Mr. LU Zhili, Mr. LI Xingjia, Mr. TANG Jin and Mr. TIAN Shengchun as Directors; Mr. CHEN Zhiyong, Mr. TSANG Sung and Mr. HE Jun as independent Directors.