China Galaxy Securities Co., Ltd. — Capital/Financing Update 2021

Dec 7, 2021

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

==> picture [246 x 31] intentionally omitted <==

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

VOLUNTARY ANNOUNCEMENT COMPLETION OF THE FIRST CALL OPTIONS IN RESPECT OF CGS-CIMB AND MY JVCO

References are made to the announcements of China Galaxy Securities Co., Ltd. (the “ Company ”) dated 6 June 2017, 18 January 2018, 18 December 2018, 28 June 2019 and 9 August 2021 (the “ Previous Announcements ”). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those set out in the Previous Announcements.

BACKGROUND

Pursuant to the Shareholders’ Agreement and MY SHA (both as amended and supplemented), the Purchaser has a right to exercise (i) the First Option and First MY Option (together the “ First Call Options ”), respectively, at any time during a 6-week period commencing on the date falling 36 months after the Completion to acquire 25% of the issued share capital of each of CGS-CIMB Securities International Pte. Ltd. (“ CGS-CIMB ”) and MY JVCo; and (ii) the Second Option and Second MY Option, respectively, at any time during a 6-week period commencing on the date falling 42 months after the Completion to acquire the remaining 25% of the issued share capital of each of CGS-CIMB and MY JVCo.

On 29 November 2021, the Seller, the Purchaser and CGS-CIMB entered into a side letter to supplement the Shareholders’ Agreement (the “ Side Letter ”), such that, among others, (i) the exercise of the First Option shall be in respect of 24.99% of the ordinary shares in the issued share capital of CGSCIMB (“ CGS-CIMB Shares ”) held by the Seller (instead of 25% as originally contemplated under the Shareholders’ Agreement); and (ii) the exercise of the Second Option shall be in respect of the remaining 25.01% of the CGS-CIMB Shares held by the Seller (instead of 25% as originally contemplated under the Shareholder’s Agreement).

1

COMPLETION OF THE FIRST CALL OPTIONS

The transactions contemplated under the First Call Options (as amended by the Side Letter) have been completed on 7 December 2021 and subject to the completion of the stamping of the relevant transfer instruments and the entry and registration of the Purchaser as the holder of the CGS-CIMB Shares and the ordinary shares in the issued share capital of MY JVCo transferred under the First Call Options, the Purchaser will hold 74.99% of the issued share capital of CGS-CIMB and 75% of the issued share capital of MY JVCo, respectively.

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

Beijing, the PRC 7 December 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, Mr. YANG Tijun, Ms. LIU Chang, Mr. LIU Zhihong and Mr. JIANG Yuesheng; and the independent non-executive directors are Mr. LIU Ruizhong, Mr. WANG Zhenjun, Ms. LIU Chun and Mr. LAW Cheuk Kin Stephen.

2