China Galaxy Securities Co., Ltd. — Proxy Solicitation & Information Statement 2016

Mar 8, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Galaxy Securities Co., Ltd., you should at once hand this supplemental circular and the accompanying Revised Form of Proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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

(Stock Code: 06881)

CONTINUING CONNECTED TRANSACTIONS WITH GALAXY FUND AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

This supplemental circular should be read in conjunction with the EGM Circular of the Company dated 4 February 2016.

The EGM of the Company will be held as originally scheduled at Donghua Hall, 11th Floor, Beijing Minzu Hotel, No. 51 Fuxingmen Inner Street, Xicheng District, Beijing, the PRC, on Thursday, 24 March 2016 at 9:30 a.m. The supplemental notice of the EGM is set out on pages 11 to 12 of this supplemental circular.

The Revised Form of Proxy of the EGM is enclosed to this supplemental circular. If you intend to appoint a proxy to attend the EGM, please complete the enclosed Revised Form of Proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for holders of H Shares) or the Office of the Board of Directors of the Company (for holders of Domestic Shares) not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof in person or by post. Completion and return of the Revised Form of Proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

9 March 2016

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . .	11

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DEFINITIONS

In this supplemental circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Board” or “Board of Directors” the board of Directors of the Company

• “Company”

• China Galaxy Securities Co., Ltd., a joint stock company with limited liability incorporated in the PRC on 26 January 2007, whose H Shares are listed on the Stock Exchange

• “connected person”

• has the meaning ascribed to it under the Listing Rules

• “controlling shareholder”

• has the meaning ascribed to it under the Listing Rules

• “CSRC”

• China Securities Regulatory Commission

• “Director(s)” the director(s) of the Company

• “Domestic Share(s)”

• issued ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is(are) subscribed for or credited as fully paid in RMB

• “EGM” or “Extraordinary General Meeting”

• the first extraordinary general meeting of 2016 to be held by the Company at Donghua Hall, 11th Floor, Beijing Minzu Hotel, No. 51 Fuxingmen Inner Street, Xicheng District, Beijing, the PRC, on Thursday, 24 March 2016 at 9:30 a.m.

• “EGM Circular”

• the circular of the Company dated 4 February 2016 in relation to the matters to be considered and approved at the EGM

• “EGM Notice”

• the notice of the EGM dated 4 February 2016

• “Framework Agreement”

• the Framework Agreement in relation to the Subscription of Public Funds and Segregated Accounts and the Dealer-quoted Bond Repurchase Transactions entered into between the Company and Galaxy Fund on 24 February 2016

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DEFINITIONS

“Galaxy Financial Holdings” China Galaxy Financial Holdings Company Limited（中 國銀河金融控股有限責任公司）, a limited liability company incorporated in the PRC on 8 August 2005, whose equity interest is held as to approximately 78.57% by Central Huijin Investment Ltd.（中央匯金投 資有限責任公司） and approximately 21.43% by the Ministry of Finance of the PRC, and the controlling shareholder of the Company “Galaxy Fund” Galaxy Fund Management Company Limited（銀河基金 管理有限公司）, a limited liability company incorporated in the PRC on 14 June 2002, in which Galaxy Financial Holdings holds an equity interest of 50%, and a subsidiary of Galaxy Financial Holdings

• “Galaxy Fund”

• “H Share(s)” overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is(are) listed on the Stock Exchange and traded in Hong Kong dollars

• “HK$” or “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Independent Director(s)” or “Independent Non-executive Director(s)”

• independent non-executive director(s) of the Company

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time

• “Original Form of Proxy” the form of proxy issued by the Company on 4 February 2016 along with the EGM Circular and the EGM Notice

• “PRC” or “China” the People’s Republic of China, but for the purposes of this supplemental circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan region

• “Revised Form of Proxy” the revised form of proxy issued by the Company together with this supplemental circular and the supplemental notice as set out on pages 11 to 12 of this supplemental circular

• “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

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DEFINITIONS

“Shareholder(s)”	shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary(ies)”	has the meaning ascribed to it under the Listing Rules

In case of any discrepancy between the Chinese version and the English version of this supplemental circular, the Chinese version shall prevail.

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LETTER FROM THE BOARD

9 March 2016

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

The Board of Directors:

Executive Directors:

Mr. CHEN Youan (Chairman) Mr. GU Weiguo (Deputy Chairman and President) Mr. WU Chengming

Registered Office and Head Office in the PRC: 2-6/F, Tower C, Corporate Square 35 Finance Street Xicheng District, Beijing, the PRC

Non-executive Directors:

Mr. DU Ping Mr. SHI Xun Mr. ZHANG Jinghua Mr. LI Chaoyang

Independent Non-executive Directors:

Principal Place of Business in Hong Kong: Unit 3501-07, 3513-14 35/F, Cosco Tower 183 Queen’s Road Central Sheung Wan Hong Kong

Mr. LIU Feng Mr. LUO Lin Mr. WU Yuwu Mr. CHI Fulin

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

Reference is made to the EGM Circular and the EGM Notice of the Company dated 4 February 2016, which set out the time and venue of the EGM and contain the resolutions to be considered and approved at the EGM.

The EGM will be held as originally scheduled at Donghua Hall, 11th Floor, Beijing Minzu Hotel, No. 51 Fuxingmen Inner Street, Xicheng District, Beijing, the PRC, on Thursday, 24 March 2016 at 9:30 a.m., and in addition to the resolutions contained in the EGM Notice, the supplemental resolution in relation to the continuing connected transactions between the Company and Galaxy Fund contained in the supplemental notice as set out on pages 11 to 12 of this supplemental circular will also be considered and approved at the same meeting.

The Revised Form of Proxy of the EGM is enclosed to this supplemental circular, which sets out the supplemental resolution contained in the supplemental notice.

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LETTER FROM THE BOARD

The purpose of this supplemental circular is to provide you with the supplemental notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed supplemental resolution at the EGM.

SUPPLEMENTAL ORDINARY RESOLUTION – CONTINUING CONNECTED TRANSACTIONS BETWEEN THE COMPANY AND GALAXY FUND

On 24 February 2016, the Company entered into the Framework Agreement with Galaxy Fund, pursuant to which the Company will (1) subscribe for or redeem public funds and segregated accounts managed by Galaxy Fund and pay subscription fee or redemption fee in relation thereto to Galaxy Fund, and (2) conduct dealer-quoted bond repurchase transactions with Galaxy Fund in the inter-bank market and pay financing interests to Galaxy Fund, during the term of the Framework Agreement. The Company will conduct such transactions with Galaxy Fund on a voluntary and non-exclusive basis.

Galaxy Financial Holdings is the controlling shareholder of the Company holding approximately 54.71% of the issued share capital of the Company, and is therefore a connected person of the Company. Galaxy Fund is a non-wholly owned subsidiary of Galaxy Financial Holdings, and also a connected person of the Company. As such, the transactions contemplated under the Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules. As the applicable percentage ratios as set out in the Listing Rules represented by the annual caps of the continuing connected transactions are more than 0.1% but less than 5%, such transactions are subject to the reporting, announcement and annual review requirements but are exempt from the independent Shareholders’ approval requirement under the Listing Rules. The Company has issued an announcement in relation to such transactions on 24 February 2016 in accordance with the requirements of the Listing Rules.

Given that the aggregated amount of transactions between the Company and Galaxy Fund for the past 12 consecutive months is more than RMB30 million and represents more than 5% of the latest audited net asset of the Company, the transactions contemplated under the Framework Agreement are subject to approval by the Shareholders’ general meeting of the Company pursuant to the Administrative Measures for Connected Transactions （《關聯交 易管理辦法》）of the Company. As such, the Company proposed to seek approval from the Shareholders at the EGM in respect of the transactions contemplated under the Framework Agreement in accordance with the Administrative Measures for Connected Transactions （《關 聯交易管理辦法》）of the Company. In view of the interest of Galaxy Financial Holdings in the transactions contemplated under the Framework Agreement, Galaxy Financial Holdings will abstain from voting at the EGM to approve such transactions.

Details of the Continuing Connected Transactions

Parties

• The Company

• Galaxy Fund

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LETTER FROM THE BOARD

Nature of transactions

Pursuant to the Framework Agreement, the Company and Galaxy Fund will conduct (1) transactions in relation to the subscription or redemption of public funds and segregated accounts, and (2) dealer-quoted bond repurchase transactions, on normal commercial terms in accordance with applicable laws and regulations and general market practices.

Transactions in relation to the subscription or redemption of public funds and segregated accounts

The Company will subscribe for or redeem public funds and segregated accounts managed by Galaxy Fund and will pay subscription fee or redemption fee in relation thereto to Galaxy Fund.

Dealer-quoted bond repurchase transactions

Galaxy Fund will provide financing to the Company, which will be secured by the bond assets of the Company. The Company will pay financing interests to Galaxy Fund in respect of the financing provided by Galaxy Fund.

Pricing and payment

Transactions in relation to the subscription or redemption of public funds and segregated accounts

The Company will subscribe for or redeem public funds and segregated accounts managed by Galaxy Fund and will pay subscription fee or redemption fee in relation thereto to Galaxy Fund. At the time of the Company’s subscription of public funds and segregated accounts, the Company shall pay to Galaxy Fund the subscription price and the corresponding subscription fee in full; at the time of the Company’s redemption of public funds and segregated accounts, Galaxy Fund shall pay to the Company the redemption price after deduction of the redemption fee in accordance with the time frame prescribed in the relevant fund contract, asset management agreement, prospectus and investment instruction.

The subscription price or redemption price is the unit net price of the fund products on the subscription or redemption date. Such unit net price is calculated by dividing the net asset value of the fund products by the total number of the fund units. The net asset value of the fund products is determined in accordance with the China Accounting Standards for Business Enterprises （《中國企業會計準則》）and the relevant requirements of the CSRC and the Asset Management Association of China （中國證券投資基金業協會）, and taking into account the fund portfolio consisting of securities, bank deposits, receivables and other investments. Pursuant to the relevant PRC laws and regulations, the unit net price of the fund products determined by fund managers, such as Galaxy Fund, shall be reviewed and examined by the relevant fund custodian bank and publicly disclosed on the relevant fund manager’s website and the designated media of the CSRC.

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LETTER FROM THE BOARD

The subscription fee or redemption fee shall be calculated based on the rate prescribed in the relevant fund contract, asset management agreement, prospectus and investment instruction, which is based on the average market rate and equally applies to all subscribers of the fund products. In general, the average market rate is calculated by reference to the subscription fees or redemption fees of fund products of a similar type in the market within one year, as disclosed in the publicly-available fund contracts, asset management agreements, prospectuses and investment instructions. The above information may be obtained from Wind Information Co., Ltd. （上海萬得信息技術股份有限公司） (“ Wind Information ”), an independent integrated financial data service provider in the PRC, and the Company pays a fee to access such information. Pursuant to the relevant PRC laws and regulations, the fund contract, asset management agreement, prospectus and investment instruction shall be filed with the CSRC and publicly disclosed on the fund manager’s website and the designated media of the CSRC.

Dealer-quoted bond repurchase transactions

Galaxy Fund will provide financing to the Company, which will be secured by the bond assets of the Company. The Company will pay financing interests to Galaxy Fund in respect of the financing provided by Galaxy Fund.

The financing interests shall be determined by the parties through arm’s length negotiation based on the prevailing market price pursuant to the Implementing Rules for the Operation of Bond Investment Business in the Inter-Bank Market （《銀行間市場債券投資業務操 作實施細則》）of the Company. The market price is generally determined by reference to the weighted average price of financing interests of dealer-quoted bond repurchase transactions with a similar duration on the date of transaction, and having regard to the supply and demand of capital in the market at the time when such transaction is conducted. The weighted average price of the financing interests may be obtained from Wind Information, and the Company pays a fee to access such information.

Pursuant to the relevant PRC laws and regulations, details of any bond transactions with connected persons (such as the dealer-quoted bond repurchase transactions under the Framework Agreement), including the amount of financing interests, shall be filed with the China Foreign Exchange Trading System and National Interbank Funding Center（中國外匯交 易中心暨全國銀行間同業拆借中心）(“ CFETS ”) and disclosed to the market through the trading system of the CFETS. The transaction price (i.e. financing interests in the case of dealer-quoted bond repurchase transactions) shall be subject to the regulation of the CFETS. If the transaction price deviates from the market price, the transaction parties shall explain the pricing basis and the reasons for such deviation in writing to the CFETS on the date of transaction, and provide the relevant supporting materials as required by the CFETS. The CFETS shall also have the right to conduct investigations on the transaction parties in this regard and report any findings thereof to the People’s Bank of China.

Term

The Framework Agreement is for a term of three years from the date of approval by the Shareholders at the general meeting, and may be renewed for another three years subject to compliance with the relevant laws and the Listing Rules.

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LETTER FROM THE BOARD

Annual Caps

The Company estimates that the annual caps of the transactions in relation to the subscription or redemption of public funds and segregated accounts and the dealer-quoted bond repurchase transactions between the Company and Galaxy Fund under the Framework Agreement for the three years ending 31 December 2018 will be as follows:

			RMB million
	For the year	For the year	For the year
	ending	ending	ending
	31 December	31 December	31 December
	2016	2017	2018
Transactions in relation to the subscription or
redemption of public funds and segregated
accounts
Subscription amount of public funds and segregated
accounts (including subscription fee)	2,000	2,000	2,000
Redemption amount of public funds and segregated
accounts (including redemption fee)	2,000	2,000	2,000
Dealer-quoted bond repurchase transactions
Value of the bond assets pledged by the Company
to Galaxy Fund	2,020	2,020	2,020
Amount of financing provided by Galaxy Fund to
the Company	2,000	2,000	2,000
Financing interests payable by the Company to
Galaxy Fund	1.8	1.8	1.8

With respect to the transactions in relation to the subscription or redemption of public funds and segregated accounts, in determining the subscription or redemption amount, the Company has considered its investment plan, its estimated demand for fund products (including bond funds, equity funds and monetary market funds), the estimated amount of the fund products managed by Galaxy Fund to be held by the Company, and the subscription or redemption fee rate of public funds in the market in recent years.

With respect to the dealer-quoted bond repurchase transactions, in determining the amount of financing provided by Galaxy Fund to the Company, the Company has considered its financing needs of approximately RMB500 million at the end of each quarter; in determining the value of the bond assets pledged by the Company to Galaxy Fund, the Company has considered the discount rate between the value of the pledged assets and the amount of financing under dealer-quoted bond repurchase transactions in the market in recent years; in determining the financing interests payable by the Company to Galaxy Fund, the Company has considered the financing interest rate of dealer-quoted bond repurchase transactions in the market in recent years, and estimated the financing interest rate to be within the range of 1.8% to 9%.

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LETTER FROM THE BOARD

Reasons for and Benefits of the Continuing Connected Transactions

With the stable performance of its fund products, Galaxy Fund has demonstrated its satisfactory fund management capability and received favorable comments from independent professional institutions. According to the information published by Wind Information, as at the end of the third quarter of 2015, Galaxy Fund managed a total of 29 funds, including 18 mix-typed funds, 6 bond funds, 4 equity funds and 1 monetary market fund, with the size of the fund assets amounting to RMB31.82 billion. With respect to the dealer-quoted bond repurchase transactions, the provision of financing by Galaxy Fund to the Company can effectively expand the financing channels of the Company, and alleviate its demand for capital at the end of each quarter. The Company and Galaxy Fund have similar historical development and corporate culture and have established an efficient and smooth business cooperation relationship. Hence, the selection of Galaxy Fund by the Company as its counterparty to the transactions can effectively mitigate the credit risk and operational risk of its relevant businesses.

The Directors (including the Independent Non-executive Directors) consider that the continuing connected transactions contemplated under the Framework Agreement are entered into in the ordinary course of business and on normal commercial terms, and are fair and reasonable and in the interests of the Company and its Shareholders as a whole, and that the annual caps of the continuing connected transactions are fair and reasonable. As Mr. Chen Youan, Mr. Gu Weiguo and Mr. Du Ping hold positions in Galaxy Financial Holdings and/or Galaxy Fund, they have abstained from voting on the resolution of the Board for the approval of the continuing connected transactions contemplated under the Framework Agreement.

General information

The Company is a leading integrated financial services provider in the PRC securities industry, providing comprehensive securities services, including brokerage, sales and trading, as well as investment banking and investment management.

Galaxy Fund is principally engaged in public offering of funds, sale of funds and asset management.

THE EGM

The Revised Form of Proxy of the EGM is enclosed to this supplemental circular, which sets out the supplemental resolution contained in the supplemental notice. The Revised Form of Proxy will supersede the Original Form of Proxy.

If you intend to appoint a proxy to attend the EGM, please complete the enclosed Revised Form of Proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for holders of H Shares) or the Office of the Board of Directors of the Company (for holders of Domestic Shares) not less than 24 hours before the time appointed for holding the EGM or any adjournment

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LETTER FROM THE BOARD

thereof (the “ Closing Time ”) in person or by post. Completion and return of the Revised Form of Proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

Any Shareholder who has not yet lodged the Original Form of Proxy is requested to lodge the Revised Form of Proxy if he or she intends to appoint a proxy to attend the EGM on his or her behalf. In this case, the Original Form of Proxy should not be lodged. Any Shareholder who has already lodged the Original Form of Proxy should note that:

• (i) if the Revised Form of Proxy is lodged before the Closing Time, the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by the Shareholder. The Revised Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder, if duly completed;

• (ii) if no Revised Form of Proxy is lodged before the Closing Time, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder, if duly completed. The proxy so appointed pursuant to the Original Form of Proxy will be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM, including the proposed supplemental resolution as set out in the supplemental notice.

Apart from the proposed supplemental resolution set out in the supplemental notice of the EGM, all other matters of the EGM remain unchanged. For details of other resolutions to be considered and approved at the EGM, eligibility for attending the EGM, registration procedures, closure of register of members and other relevant matters, please refer to the EGM Circular and the EGM Notice of the Company dated 4 February 2016.

RECOMMENDATION

The Board considers that all resolutions proposed at the EGM are in the interests of the Company and its Shareholders as a whole. As such, the Board recommends you to vote in favour of all resolutions proposed at the EGM.

Yours faithfully, By Order of the Board China Galaxy Securities Co., Ltd. Chen Youan Chairman

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

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

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the circular (the “ EGM Circular ”) and notice (the “ EGM Notice ”) of China Galaxy Securities Co., Ltd. (the “ Company ”) dated 4 February 2016, which set out the time and venue of the first extraordinary general meeting of 2016 of the Company (the “ EGM ”) and contain the resolutions to be considered and approved at the EGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at Donghua Hall, 11th Floor, Beijing Minzu Hotel, No. 51 Fuxingmen Inner Street, Xicheng District, Beijing, the PRC, on Thursday, 24 March 2016 at 9:30 a.m., and in addition to the resolutions contained in the EGM Notice, the following supplemental resolution will also be considered and approved at the same meeting:

SUPPLEMENTAL ORDINARY RESOLUTION

1. To consider and approve the continuing connected transactions between the Company and Galaxy Fund.

By order of the Board China Galaxy Securities Co., Ltd. Chen Youan Chairman

Beijing, the PRC, 9 March 2016

Notes:

1. A revised form of proxy of the EGM (the “ Revised Form of Proxy ”) is enclosed to this supplemental notice. For holders of H Shares, the Revised Form of Proxy should be returned to Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong), and for holders of Domestic Shares, the Revised Form of Proxy should be returned to the Office of the Board of Directors of the Company (Tower C, Corporate Square, 35 Finance Street, Xicheng District, Beijing, the PRC), not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (the “ Closing Time ”) in person or by post. Completion and return of the Revised Form of Proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

2. Any shareholder who has not yet lodged the form of proxy issued by the Company on 4 February 2016 (the “ Original Form of Proxy ”) is requested to lodge the Revised Form of Proxy if he or she intends to appoint a proxy to attend the EGM on his or her behalf. In this case, the Original Form of Proxy should not be lodged. Any shareholder who has already lodged the Original Form of Proxy should note that:

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

• (i) if the Revised Form of Proxy is lodged before the Closing Time, the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by the shareholder. The Revised Form of Proxy will be treated as a valid form of proxy lodged by the shareholder, if duly completed;

• (ii) if no Revised Form of Proxy is lodged before the Closing Time, the Original Form of Proxy will be treated as a valid form of proxy lodged by the shareholder, if duly completed. The proxy so appointed pursuant to the Original Form of Proxy will be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM, including the proposed supplemental resolution set out above.

• Apart from the proposed supplemental resolution set out above, all other matters of the EGM remain unchanged. For details of other resolutions to be considered and approved at the EGM, eligibility for attending the EGM, registration procedures, closure of register of members and other relevant matters, please refer to the EGM Circular and the EGM Notice of the Company dated 4 February 2016.

As at the date of this notice, the executive Directors of the Company are Mr. CHEN Youan, Mr. GU Weiguo and Mr. WU Chengming; the non-executive Directors are Mr. DU Ping, Mr. SHI Xun, Mr. ZHANG Jinghua and Mr. LI Chaoyang; and the independent non-executive Directors are Mr. LIU Feng, Mr. LUO Lin, Mr. WU Yuwu and Mr. CHI Fulin.

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