China Galaxy Securities Co., Ltd. — Board/Management Information 2021

Feb 10, 2021

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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 06881)

ANNOUNCEMENT

NOMINATION OF NON-EMPLOYEE REPRESENTATIVE DIRECTORS OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS

In view of expiry of the term of office of the third session of the board of directors of China Galaxy Securities Co., Ltd. (the “ Company ”), the board of directors (the “ Board ”) of the Company considered and approved at a meeting held on 10 February 2021 the proposals in relation to the nomination of Mr. Chen Gongyan and Mr. Chen Liang as candidates for Executive Directors of the fourth session of the Board, Mr. Liu Dingping, Mr. Yang Tijun, Ms. Liu Chang and Mr. Liu Zhihong as candidates for Non-executive Directors of the fourth session of the Board, as well as Mr. Liu Ruizhong, Mr. Wang Zhenjun, Ms. Liu Chun, and Mr. Law Cheuk Kin Stephen as candidates for Independent Non-executive Directors of the fourth session of the Board. The above proposals shall be submitted to the shareholders’ general meeting of the Company for consideration and approval.

The biographical details of candidates for Directors are set out as follows:

Executive Directors:

Chen Gongyan , male, born in June 1962, graduated from the Department of Economics of Peking University with a master’s degree in foreign history of economic thoughts, and from the School of Economics and Management of Tongji University with a doctorate degree in technical economics and management. Mr. Chen Gongyan has been the chairman of Securities Association of China since June 2011. He served as the chairman of the board of directors of China Securities Investor Protection Fund Corporation Limited from July 2005 to September 2011, a director and the chairman of the board of directors of China Galaxy Financial Holdings Company Limited (“ Galaxy Financial Holdings ”) from May 2016 to October 2018, and the deputy general manager of Central Huijin Investment Ltd. (“ Huijin ”) from August 2016 to June 2019. He held various positions in China Securities Regulatory Commission from February 1998 to July 2005, including the person in charge of the Information Center from February 1998 to October 1998, an assistant inspector of the Policy Research Office from October 1998 to October 2000, the deputy director of the Institution Regulatory Department from October 2000 to November 2004, and the director of the Risk Management Office for Securities Companies and the deputy director of the Institution Regulatory Department from November 2004 to July 2005. He served as a director and the vice president of Beijing Commodity Exchange from May 1993 to February 1998,

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an advisory researcher and the deputy researcher of Development Research Center of the State Council from February 1988 to May 1993, and a teacher of Tongling County Party School of Anhui Province from August 1982 to August 1985. Mr. Chen Gongyan has been serving as an Executive Director, the chairman of the Board and the chairman of the Executive Committee of the Company since October 2016.

Chen Liang , male, born in January 1968, graduated from Xinjiang University majoring in mathematics and obtained a bachelor’s degree in July 1989, and obtained an EMBA degree from Fudan University in January 2016. From October 1994 to February 2001, Mr. Chen Liang successively served as the director of the Computer Division, the deputy general manager of the Securities Division, the manager of the Securities Branch in Wenyi Road, and the deputy general manager of the Securities Business Headquarters of Xinjiang Hongyuan Trust Investment Co., Ltd. From February 2001 to September 2009, he successively served as the general manager of the Urumqi Business Headquarters of Hong Yuan Securities Co., Ltd. (“ Hong Yuan Securities ”), an assistant to the general manager of Hong Yuan Securities, the general manager of the Xinjiang Sales and Marketing Center, and the general manager of the Brokerage Business Headquarters of Hong Yuan Securities. From September 2009 to January 2015, he served as the deputy general manager of Hong Yuan Securities and the chairman of the board of directors of Hongyuan Futures Co., Ltd. From December 2014 to May 2019, he served as a member of the Party Committee of each of Shenwan Hongyuan Group Co., Ltd. and Shenwan Hongyuan Securities Co., Ltd., the general manager of Shenwan Hongyuan Group Co., Ltd., and an executive director of Shenwan Hongyuan Securities (Western) Co., Ltd. From August 2015 to May 2019, he served as the secretary of the Party Committee of Shenwan Hongyuan Securities (Western) Co., Ltd.. Mr. Chen Liang serves as an Executive Director, the vice chairman, the president, and the vice chairman of the Executive Committee of the Company.

Non-executive Directors:

Liu Dingping , male, born in September 1962, obtained a bachelor’s degree in economics from the Department of Infrastructure Economics of Liaoning Institute of Finance and Economics in July 1984, a master’s degree in business administration from the School of Economics and Management of Tsinghua University in July 2006, and a doctorate degree in management from the School of Management of Wuhan University of Technology in June 2017, and obtained the qualification of senior economist in December 1997. Mr. Liu Dingping joined China Construction Bank Corporation (“ CCB ”) in July 1984, and served as a cadre of its Anhui Branch from July 1984 to February 1992, and a cadre and the deputy general manager of Hainan Trust & Investment Company, a subsidiary of CCB, from February 1992 to July 1998. He served as an assistant to the general manager of Hong Yuan Trust & Investment Co., Ltd. and concurrently the general manager of its Shenzhen Headquarters from July 1998 to June 2000; an executive director and the general manager of Hong Yuan Securities from June 2000 to January 2005; the deputy general manager of the Securities Department of China Cinda Asset Management Corporation and the team leader of the Liquidation Team of Hantang Securities Co., Ltd. from January 2005 to June 2007; and a non-executive director of CSC Financial Co., Ltd. from March 2011 to December 2017. Mr. Liu Dingping has been serving as a Non-executive Director of the Company since February 2018.

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Yang Tijun , male, born in June 1966, is a certified public accountant, and graduated from the Planning and Statistics Department of Jilin College of Finance and Trade with a bachelor’s degree in economics in July 1988, and from Jilin University majoring in quantitative economics with a doctorate degree in economics in December 2007. From July 1988 to January 1995, he successively served as a staff member and deputy senior staff member of the Division of State-owned Enterprises Administration in the Department of Finance of Jilin Province under the Ministry of Finance of the PRC (the “ Ministry of Finance ”). From January 1995 to November 2002, he successively served as a deputy senior staff member and senior staff member of the General Office, the deputy director of the General Division, and the director of the Second Business Division of the Commissioner Office of the Ministry of Finance in Jilin Province. From November 2002 to January 2006, he served as a member of the Party Committee and an assistant to the commissioner of the Commissioner Officer of Ministry of Finance in Jilin Province. From January 2006 to August 2012, he served as a member of the Party Committee and the deputy supervision commissioner of the Commissioner Officer of Ministry of Finance in Jilin Province. From August 2012 to August 2015, he served as the secretary of the Party Committee and the supervision commissioner of the Commissioner Officer of Ministry of Finance in Gansu Province. From August 2015 to May 2016, he served as the secretary of the Party Committee and the supervision commissioner of the Commissioner Officer of Ministry of Finance in Liaoning Province. From May 2016 to April 2019, he served as the secretary of the Party Committee and the supervision commissioner of the Commissioner Officer of Ministry of Finance in Liaoning Province, and the secretary of the Party Committee and the supervision commissioner (concurrently) of the Commissioner Officer of Ministry of Finance in Dalian. From April 2019 to January 2021, he served as the secretary of the Party Committee and the director of the Liaoning Regulatory Bureau of the Ministry of Finance, and the secretary of the Party Committee and the director (concurrently) of the Dalian Regulatory Bureau of the Ministry of Finance. Mr. Yang Tijun has been serving as a non-executive director of Galaxy Financial Holdings since September 2020.

Liu Chang , female, born in December 1979, is a certified public accountant, and graduated from Renmin University of China majoring in industrial economics with a bachelor’s degree in economics in July 2002, and from Remen University of China majoring in industrial economics with a master’s degree in economics in July 2004. From August 2004 to March 2012, Ms. Liu Chang served as an auditor, audit assistant manager and audit manager of KPMG Huazhen LLP and KPMG Hong Kong. From April 2012 to July 2014, she served as the first-level manager of the Securities Institution Management Department/ Insurance Institution Management Department of Huijin. From July 2014 to February 2015, she served as the manager of the Securities Institution Management Department/Insurance Institution Management Department of Huijin. From February 2015 to November 2018, she served as the senior deputy manager of the Securities Institution Management Department/Insurance Institution Management Department of Huijin. From November 2018 to January 2020, she served as the senior manager of the Securities Institution Management Department/Insurance Institution Management Department of Huijin. Ms. Liu Chang has been serving as the senior manager of the Office of Direct Corporate Management Leading Group/the First Division of the Second Department of Equity Management of Huijin since January 2020, and the director of the Office of Direct Corporate Management Leading Group/the First Division of the Second Department of Equity Management of Huijin since March 2020.

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Liu Zhihong , male, born in December 1966, is a senior economist, and graduated from Tianjin University majoring in infrastructure management and engineering with a bachelor’s degree in engineering in July 1987. From July 1987 to January 2005, Mr. Liu Zhihong successively served as a staff member and deputy senior staff member of the Loan Division of the Construction Economy Department of CCB, a senior staff member, the deputy director, the deputy director (at the director level), the director of the Second Division of the Secretariat, the director of the Information and Publicity Division, the deputy director of the General Office, the deputy director of the President’s Office of CCB, and the vice president and the deputy secretary of the Party Committee of the Three Gorges Branch of CCB. From January 2005 to March 2011, he served as the person in charge and the director of the General Office (Party Committee Office) of China Jianyin Investment Ltd. (“ JIC ”), during which he served as an employee representative supervisor of JIC from July 2006 to December 2009, the director of the Office of the Board of Directors and the director of the Office of the Board of Supervisors (concurrently) of JIC from June 2007 to March 2011. From December 2009 to January 2016, he served as the vice president and a member of the Party Committee of JIC, during which he concurrently served as the chairman of the board of directors of Jianyin Investment Industrial Co., Ltd. from March 2010 to February 2012, and the chairman of the board of directors of Zhongtou Kexin Technology Co., Ltd. from April 2011 to February 2012. From January 2016 to May 2019, he served as a member of the Party Committee and the chairman of the board of supervisors of JIC. From May 2019 to September 2019, he served as a member of the Party Committee and the vice president (at the chief position level) of JIC. Mr. Liu Zhihong has been serving as the deputy secretary of the Party Committee, a director and the general manager of Galaxy Financial Holdings since September 2019, and the deputy secretary of the Party Committee and the vice chairman of the board of directors (concurrently) of China Galaxy Asset Management Co., Ltd. since July 2020.

Independent Non-executive Directors:

Liu Ruizhong , male, born in July 1953, graduated from the Department of Economics of Anhui University in 1982 with a bachelor’s degree in economics, and graduated from the Department of Economics of Peking University in December 1986 with a master’s degree in economics. Mr. Liu Ruizhong was a teacher of Tongling Finance and Economics College in Anhui Province from September 1982 to September 1984. He served as the deputy director of the Information Department of Chinese Economic System Reform Research Institute from December 1986 to May 1992, and the director of the Information Department of China International Futures Brokerage Co., Ltd. from May 1992 to May 1993. He served as the executive vice president of Beijing Commodity Exchange from May 1993 to July 1997, the consultant of Shenzhen Special Zone Securities Company from July 1997 to September 2000, and an independent director of Essence Securities Co., Ltd. from 2007 to 2013. Mr. Liu Ruizhong has been the general manager of Beijing Huachuang Investment Management Co., Ltd. since 2000, a director of Harfor Fund Management Co., Ltd. since 2007, a director of Shenhua Futures Co., Ltd. since 2011, a director of Guantong Futures Brokerage Co., Ltd. since 2014 and a director of PPM (Shenzhen) Inc. since 2016. Mr. Liu Ruizhong has been serving as an Independent Non-executive Director of the Company since September 2017.

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Wang Zhenjun , male, born in May 1957, graduated from the Correspondence College of the Party School of the Central Committee of the Communist Party of China with a major in economics in December 1993; graduated from Tianjin College of Finance and Economics with a major in monetary banking in May 1998; and graduated from Tianjian College of Finance and Economics majoring in finance and obtained a master’s degree in economics in June 1999 and was qualified as senior economist in November 1994. Mr. Wang Zhenjun served as a cadre and the vice president of Shandong Huang County Sub-branch of the People’s Bank of China from December 1975 to October 1987. He served as the director of the General Office of Shandong Yantai Branch of Industrial and Commercial Bank of China Limited (“ ICBC ”) from October 1987 to December 1991; an inspector (at the deputy director level) of the Inspection Office of Shandong Branch of ICBC from December 1991 to February 1993; the deputy director of the General Division of the Human Resources Department of the Headquarters of ICBC from February 1993 to July 1993; the director of the General Division of the General Office of the Headquarters of ICBC from July 1993 to January 1995; the deputy director and the director of the General Office of the Headquarters of ICBC and the director of the Office of its Party Committee from January 1995 to August 2008; the president of Beijing Branch of ICBC from August 2008 to June 2017; and the regional director of ICBC from October 2016 to July 2017. Mr. Wang Zhenjun has been serving as an independent director of Bank of Dalian Co., Ltd. since April 2019. Mr. Wang Zhenjun has been serving as an Independent Non-executive Director of the Company since February 2018.

Liu Chun , female, born in January 1963, graduated from Jiangxi College of Finance and Economics in 1985 majoring in trade and economics with a bachelor’s degree in economics, and obtained the qualification of senior accountant in May 2006. Ms. Liu Chun was the finance manager of Dalian Friendship (Group) Co., Ltd. from July 1985 to May 2001 and held various positions in the Dalian Branch of China National Investment and Guaranty Corporation (formerly known as China Economic Technology Investment and Guaranty Co., Ltd., China National Investment and Guaranty Co., Ltd. and China National Finance and Guaranty Co., Ltd.) from May 2001 to January 2018, including the finance manager, an assistant to the general manager, the person in charge of accounting function, the deputy general manager, the chief financial officer, an assistant to the general manager of the Accounting Management Department, and the senior manager of the Financial Accounting Department. Ms. Liu Chun has been serving as an Independent Non-executive Director of the Company since February 2019.

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Law Cheuk Kin Stephen , male, born in November 1962, is a Hong Kong (Chinese) resident. He graduated from the University of Birmingham with a bachelor’s degree in science in July 1984 and the University of Hull, the United Kingdom with a master’s degree in business administration in 1996. Mr. Law Cheuk Kin Stephen was an accountant of Arthur Anderson, Hugill & Co. and KPMG Hong Kong from August 1984 to March 1991, and the finance director of each of Hyder Consulting Limited and Masons Solicitors from April 1991 to January 1995. He served as a manager of each of Wheeklock and Company Limited and Wharf (Holdings) Limited from February 1995 to July 2000, and a director of Morningside Group from July 2000 to July 2006. He worked in TPG Growth Capital (Asia) Limited from July 2006 to September 2012, holding the position of managing director before departure. He served as the chief financial officer of Guoco Group Limited from October 2012 to June 2013, the finance director and a member of the executive directorate of MTR Corporation Limited from July 2013 to July 2016, an adjunct professor of the Hong Kong Polytechnic University from 2015 to 2017, an independent non-executive director of AAG Energy Holdings Limited from July 2016 to September 2018, and an independent non-executive director of Stealth BioTherapeutics Inc. from June 2018 to July 2019. Mr. Law Cheuk Kin Stephen has been the managing director of ANS Capital Limited since January 2017, an independent non-executive director of China Everbright Limited since May 2018, an independent non-executive director of Bank of Guizhou Company Limited since November 2018, and an independent non-executive director of Somerley Capital Holdings Limited since February 2019. Mr. Law Cheuk Kin Stephen has accounting qualifications in the United Kingdom and Hong Kong, and is an expert consultant appointed by the Ministry of Finance of the PRC to provide advice on management accounting. He was a council member of the Hong Kong Institute of Certified Public Accountants from January 2010 to December 2017. Mr. Law Cheuk Kin Stephen has been serving as an Independent Non-executive Director of the Company since June 2020.

Each Director will enter into a letter of appointment with the Company. The term of office of each Director is three years, effective on the date of approval by the shareholders of the Company at the shareholders’ general meeting and ends on the expiry of the term of the fourth session of the Board. They are eligible for re-election upon expiry of their term.

Executive Directors will not receive any director’s fee from the Company, but will receive corresponding remuneration based on their specific management positions in the Company, including salary, performance-based bonus and benefits. The specific remuneration will be determined pursuant to relevant remuneration administrative measures of the Company with reference to their duties and responsibilities. The remuneration will be submitted to the Board for approval and the remuneration of Mr. Chen Gongyan will also be submitted to the shareholders’ general meeting for approval.

Non-executive Directors will not receive any director’s fee or remuneration from the Company.

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Each Independent Non-executive Director will receive a directors’ fee of RMB150,000 per annum (before tax) from the Company. In addition, Independent Non-executive Directors will receive a subsidy of RMB50,000 per annum (before tax) for acting as the chairman of each special committee of the Board, and a subsidy of RMB30,000 per annum (before tax) for acting as a member of each special committee of the Board. The director’s fee and subsidies are determined pursuant to the relevant remuneration administrative measures of the Company with reference to their duties and responsibilities. If there is any provision on the remuneration of independent non-executive directors under the relevant national policies, the actual amount of remuneration payable by the Company to the Independent Nonexecutive Directors will be adjusted in accordance with such policies.

Save as disclosed above, the above candidates for Directors have not held any directorships in other listed public companies in the last three years, do not hold any other position with the Company or any of its subsidiaries, and are not connected with any Directors, senior management or substantial or controlling shareholders of the Company. The above candidates for Directors do not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Further, there is nothing in respect of the nomination of the above candidates for Directors that needs to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor is there anything that needs to be brought to the attention of the shareholders of the Company.

By order of the Board China Galaxy Securities Co., Ltd. Chen Gongyan Chairman and Executive Director

Beijing, the PRC 10 February 2021

As at the date of this announcement, the executive directors of the Company are Mr. CHEN Gongyan (Chairman) and Mr. CHEN Liang (Vice Chairman and President); the non-executive directors are Mr. LIU Dingping and Ms. XIAO Lihong; and the independent non-executive directors are Mr. LIU Ruizhong, Mr. WANG Zhenjun, Ms. LIU Chun and Mr. LAW Cheuk Kin Stephen.

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