China Galaxy Securities : ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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.

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

(Stock code: 06881)

ANNOUNCEMENT

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This announcement is made by China Galaxy Securities Co., Ltd. (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to the proposed amendments to the articles of association of the Company (the "Articles of Association").

In order to further improve the corporate governance structure, the Company proposes to make amendments to certain articles of the Articles of Association pursuant to the requirements of the recently revised laws, regulations and normative documents, including the Company Law（《公司法》）, the Securities Law（《證券法》）, the Code of Corporate Governance for Listed Companies（《上市公司治 理準則》）, the Guidelines for the Articles of Association of Listed Companies（《上市公司章程指引》）, the Provisions on the Administration of Equities of Securities Companies（《證券公司股權管理規定》）, and the Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for Convening Shareholders' General Meetings for Overseas Listed Companies and Other Matters（《國務 院關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆）》, and after taking into account

the needs of the Company for operation and development.

The proposed amendments to the Articles of Association are subject to the approval by the shareholders of the Company by way of special resolution at a general meeting. In particular, the proposed amendments to the original article 135 (the amended article 139) and the original article 137 (the amended article 141) are also subject to the examination and approval by the shareholders at the A share class meeting and the H share class meeting.

The notices of the annual general meeting, the A share class meeting and the H share class meeting, together with a circular containing, among others, details of the proposed amendments to the Articles of Association, will be dispatched to the shareholders of the Company in due course.

1

The proposed amendments to the Articles of Association are set out below:

	Articles Before Revision	Articles After Revision
	Chapter 1 General Provisions	Chapter 1 General Provisions
Article 1 These Articles of Association (these "Articles" or	Article 1 These Articles of Association (these "Articles" or
the "Articles of Association") are formulated in accordance with	the "Articles of Association") are formulated in accordance with
the Company Law of the People's Republic of China (the	the Company Law of the People's Republic of China (the
"Company Law"), the Securities Law of the People's Republic of	"Company Law"), the Securities Law of the People's Republic of
China (the "Securities Law"), the Guidelines for the Articles of	China (the "Securities Law"), the Guidelines for the Articles of
Association of Listed Companies (as amended in 2016)（《上市公	Association of Listed Companies（《上市公司章程指引》）, the Code
司章程指引（2016年修訂）》）, the Special Regulations of the State	of Corporate Governance for Listed Companies, the Code of
Council on Overseas Offering and Listing of Shares by	Corporate Governance for Securities Companies, the
Companies Limited by Shares (the "Special Regulations"), the	Provisions on the Administration of Equities of Securities
Mandatory Provisions for the Articles of Association of	Companies,the Special Regulations of the State Council on
Companies Listed Overseas (the "Mandatory Provisions"), the	Overseas Offering and Listing of Shares by Companies Limited
Circular Regarding Comments on the Supplements and	by Shares (the "Special Regulations"), the Mandatory Provisions
Amendments to the Articles of Association of Companies Listed	for the Articles of Association of Companies Listed Overseas
in Hong	Kong （《關於到香港上市公司對公司章程作補充修改的意見的	(the "Mandatory Provisions"), the Circular Regarding Comments
函》）, the Rules Governing the Listing of Securities on The Stock	on the Supplements and Amendments to the Articles of
Exchange of Hong Kong Limited (the "Hong Kong Listing	Association of Companies Listed in Hong Kong
Rules"), the Rules Governing the Listing of Stocks on the	（《關於到香港上市公司對公司章程作補充修改的意見的函》）,	the	Rules
Shanghai Stock Exchange and other applicable regulations to	Governing the Listing of Securities on The Stock Exchange of Hong
safeguard the legal interests of China Galaxy Securities Co., Ltd.	Kong Limited (the "Hong Kong Listing Rules"), the Rules
(the "Company"), its shareholders and creditors, and to regulate	Governing the Listing of Stocks on the Shanghai Stock Exchange
the organisation and conduct of the Company.	and other applicable regulations to safeguard the legal interests of
		China Galaxy Securities Co., Ltd. (the "Company"), its shareholders
		and creditors, and to regulate the organisation and conduct of the
		Company.
Article 2 The Company shall establish an organization of	Article 2 The Company shall establish an organization of
the Communist Party of China in accordance with the	the Communist Party of China in accordance with the
Constitution of the Communist Party of China and the Company	Constitution of the Communist Party of China and the Company
Law. The Party Committee shall play the coreleadership role,	Law. The Party Committee shall play the leadership role,
providing direction, managing the overall situation and ensuring	providing direction, managing the overall situation and ensuring
implementation. The Company shall also establish the working	implementation. The Company shall also establish the working
organs of the Party, which shall be equipped with sufficient staff	organs of the Party, which shall be equipped with sufficient staff
to deal with Party affairs and provided with sufficient funds to	to deal with Party affairs and provided with sufficient funds to
operate the Party organization.	operate the Party organization.
Article 3 The Company is a joint stock limited company	Article 3 The Company is a joint stock limited company
established in accordance with the Company Law, the Securities	established in accordance with the Company Law, the Securities
Law and other applicable regulations.	Law and other applicable regulations.
The Company was established by China Galaxy Financial	The Company was established by China Galaxy Financial
Holdings Company Limited, Beijing Tsinghua Venture Capital	Holdings Company Limited, Beijing Tsinghua Venture Capital
Co., Ltd. （北京清華科技創業投資有限公司）, Chongqing Water	Co., Ltd. （北京清華科技創業投資有限公司）, Chongqing	Water
Holdings (Group) Co., Ltd. （重慶市水務控股（集團）有限公司）,	Holdings (Group) Co., Ltd. （重慶市水務控股（集團）有限公司）,
China General Technology (Group) Holding, Limited（中國通用技	China General Technology (Group) Holding, Limited（中國通用技
術（集團）控股有限責任公司）and China National Building Material	術（集團）控股有限責任公司）and China National Building Material
Company	Limited （中國建材股份有限公司） by means of	Company Limited （中國建材股份有限公司） by	means of
sponsorship upon approval of the China Securities Regulatory	sponsorship upon approval of the China Securities Regulatory
Commission (the "CSRC") (Zheng Jian Ji Gou Zi [2005] No.163)	Commission (the "CSRC") (Zheng Jian Ji Gou Zi [2005] No.163)
and subsequently commenced operation upon the CSRC's	and subsequently commenced operation upon the CSRC's
approval (Zheng Jian Ji Gou Zi [2006] No. 322). It registered	approval (Zheng Jian Ji Gou Zi [2006] No. 322). It registered
with and was issued a business license by the State	with and was issued a business license by the State
Administration for Industry and Commerce of the People's	Administration for Industry and Commerce of the People's
Republic of China on January 26, 2007. The Company's	Republic of China on January 26, 2007. The Company's unified
business license number is 100000000040694.	social credit code is 91110000710934537G.
Article 5 Address of the Company: 2-6/F,35 Finance	Article 5 Address of the Company: 7-18/F,Building No. 1, No. 8 Xiying
Street, Xicheng District, Beijing, the PRC	Street, Fengtai District, Beijing, the PRC
Postal code: 100033	Postal code: 100073
Tel No.: 4008-888-888	Tel No.: 4008-888-888
Fax No.: 010-66568532	Fax No.: 010-66568640

2

Articles Before Revision

Articles After Revision

Article 11 The other senior management referred to in

Article 11 The senior management referred to in these

these Articles include

Articles include the General Manager (President),members of

members of the Executive Committee,

deputy general managers (vice presidents), the chief financial

the Executive Committee, deputy general managers (vice

officer, the chief compliance officer and the secretary to the

presidents), the chief financial officer, the chief compliance

board of directors of the Company and such other personnel that

officer and the secretary to the board of directors of the

hold key posts in the Companyas identified by regulators or

Company and such other personnel that hold key posts as

acknowledged by any board resolution of the Company.

identified by regulators or acknowledged by any board resolution

of the Company.

Chapter 2 Scope and Objectives of Business

Chapter 2 Scope and Objectives of Business

Article 12 The objective of the Company: the Company is

Article 12 The objective of the Company: the Company is

committed to developing the securities business in accordance

committed to developing the securities business in accordance

with the laws, regulations and policies of the PRC as well as

with the laws, regulations and policies of the PRC as well as

international

practice,

adhering

to

the corporate

spirit

of

international practice, adhering to the corporate valueof

"loyalty, tolerance, innovation and excellence" and the

"innovation, compliance, service and synergy" and the

"customer oriented, people foremost" business philosophy, and

"customer oriented, people foremost" business philosophy, and

upholding the corporate mission of "creating value and

focusing on the implementation of national strategies,

increasing wealth",aiming to build "the best investment bank

supporting the development of the real economy, providing

with excellent services", to

maximize

the

shareholders'

services to residents for wealth management and fulfilling

long-term interests and the value of the Company, and to

corporate social responsibility,aiming to build "a mega

promote the development of the national economy and

securities broker and a modern investment bank", to achieve

securities market.

the integration of the value of the Company, shareholders'

return, employees' interests and social responsibility.

Article 13 Subject to the approval by the CSRCand

Article 13 Subject to the approval by relevant regulatory

registration with the company registration authority, the business

authoritiesand registration with the company registration

scope of the Company shall include: securities brokerage,

authority, the business scope of the Company shall include:

securities

investment advisory, financial consultations

in

relation

(1)securities brokerage;

to securities trading and securities investment, securities

underwriting

and

sponsorship,

proprietary

securities

trading,

(2)securities investment advisory;

margin

financing

and

securities

leading,

agency

sale

of

open-endedsecurities investment funds, intermediary services to

(3)financial consultations in relation to securities trading

Galaxy Futures, agency sale of financial products, concurrent

and securities investment;

insurance agency business, custody business of securities

(4)securities underwriting and sponsorship;

investment funds, sale of precious metal products and other

businesses approved by the CSRC.

(5)proprietary securities trading;

The Company shall operate within the approved scope

(6)margin financing and securities lending business;

of business. The Company may change its scope of business

by amending these Articles accordingly through statutory

(7)agency sale of securities investment funds;

procedures

and registering such changes

with

the

company

(8)intermediary services to futures companies;

registration authority, subject to the approval by the CSRC.

(9)agency sale of financial products;

(10)concurrent insurance agency business;

(11)custody business of securities investment funds;

(12)sale of precious metal products;

(13)other businesses approved by relevant regulatory

authorities.

3

Articles Before Revision	Articles After Revision
Chapter 3 Shares	Chapter 3 Shares
Section 1 Issue of shares	Section 1 Issue of shares
Article 14 The share of the Company is in the form of	Article 14 The share of the Company is in the form of
stock.	stock.
The Company shall have ordinary shares at any time; and	The Company shall have ordinary shares; and it may have
it may have other varieties of shares including preferred shares	other varieties of shares including preferred shares as required in
as required in accordance with law.	accordance with law.
Each share of the Company in the same class shall enjoy	Each share of the Company in the same class shall enjoy
equal rights in any distribution made through dividends or in any	equal rights in any distribution made through dividends or in any
other forms.	other forms.
Article 17 Subject to the approvalof the CSRCand other	Article 17 Subject to the registration with or fulfilment
relevant regulatory authorities, the Company may issue shares to	of relevant proceduresof the securities regulatory authorities
domestic investors and foreign investors.	and other relevant regulatory authorities, the Company may issue
"Foreign investors" referred to in the previous paragraph	shares to domestic investors and foreign investors.
"Foreign investors" referred to in the previous paragraph
shall mean those investors in foreign countries, Hong Kong,
Macau and Taiwan who subscribe for shares issued by the	shall mean those investors in foreign countries, Hong Kong
Company. "Domestic investors" shall mean those investors in the	Special Administrative Region of the PRC ("Hong Kong"),
PRC other than those investors from the aforesaid regions who	Macau Special Administrative Regionand Taiwan who
subscribe for shares issued by the Company.	subscribe for shares issued by the Company. "Domestic
	investors" shall mean those investors in the PRC other than those
	investors from the aforesaid regions who subscribe for shares
	issued by the Company.
Article 20 Shares issued by the Company to domestic	Article 20 Shares issued by the Company to domestic
investors for subscription in RMB shall be referred to as	investors for subscription in RMB shall be referred to as
"domestic shares". Domestically listed domestic shares shall be	"domestic shares". Domestically listed domestic shares shall be
referred to as "A shares". Shares issued by the Company to	referred to as "A shares". Shares issued by the Company to
foreign investors for subscription in foreign currencies shall be	foreign investors for subscription in foreign currencies shall be
referred to as "foreign shares". Foreign shares listed overseas	referred to as "foreign shares". Foreign shares listed overseas
shall be referred to as "overseas listed foreign shares".	shall be referred to as "overseas listed foreign shares".
Upon obtaining the approval from the State Council's	Upon registration with or fulfilment of relevant
securities regulator, shareholders may list and trade their	procedures of the securities regulatory authorities,
unlisted shares on an overseas stock exchange. The listing and	shareholders may list and trade their unlisted shares on an
trading of such shares shall comply with the procedures,	overseas stock exchange. The listing and trading of such shares
regulations and requirements prescribed by the relevant overseas	shall comply with the procedures, regulations and requirements
stock market. No class shareholder voting is required for such	prescribed by the relevant overseas stock market. No class
listing and trading of shares on an overseas stock exchange.	shareholder voting is required for such listing and trading of
	shares on an overseas stock exchange.
Article 21 The board of directors of the Company may	Article 21 The board of directors of the Company may
issue overseas listed foreign shares and domestic shares	issue overseas listed foreign shares and domestic shares
separately, subject to the approvalof the Company's plan of	separately, subject to the registrationof the Company's plan of
issuance of overseas listed foreign shares and domestic shares by	issuance of overseas listed foreign shares and domestic shares
the CSRC.	with or fulfilment of relevant procedures of the securities
Pursuant to such approved plan, the Company may conduct	regulatory authorities.
the issuance of both classes of shares separately within 15	Pursuant to such approved plan, the Company may conduct
months from the date of approval by the CSRC.	the issuance of both classes of shares separately within 15
	months from the date of registration with or fulfilment of
	relevant procedures of the securities regulatory authorities.

4

Articles Before Revision				Articles After Revision
Article 22 The proposed issuance of overseas listed foreign	Article 22 The proposed issuance of overseas listed foreign
shares and domestic shares in such number as determined by the	shares and domestic shares in such number as determined by the
Company in its issuance plan shall be fully subscribed for at	Company in its issuance plan shall be fully subscribed for at
their respective offerings. If the shares are not fully subscribed	their respective offerings. If the shares are not fully subscribed
for at the offerings for any special reason, the shares may,	for at the offerings for any special reason, the shares may,
subject to the approval by the CSRC, be issued in a number of	subject to the registration with or fulfilment of relevant
offerings.	procedures of the securities regulatory authorities, be issued
	in a number of offerings.
Article 23 The Company or its subsidiaries (including	-
associated entities of the Company) shall not, by way of gift,
advance, guarantee, compensation, loan or otherwise, provide
any financial assistance to any person who acquires or
proposes to acquire any shares in the Company.
Article 24 The Company shall establish a long-term	Article 23 The Company shall implement incentive
incentive scheme for directors, supervisors, the senior	schemes including share incentives and employee stock
management and employees. The Company shall prepare a	ownership schemes in accordance with relevant laws,
draft long-term incentive scheme, subject to the review by the	regulations and the Articles of Association.
board of directors and the shareholders' general meeting and	The	incentive	schemes	of	the	Company	shall be
approval by the relevant competent departments. The scheme
conducive	to	the enhancement	of	the	Company's	innovative
shall become effective upon approval by or filing with the
development	ability	and the	promotion of its	sustainable
CSRC or its local office.
development, without prejudicing the legal interest of the
	Company and its shareholders.
Section 2 Addition, Reduction and Repurchase of Shares	Section 2 Addition, Reduction and Repurchase of Shares
Article 25Subject to resolution by the shareholders at	Article 24Subject to resolution by the shareholders at
shareholders' general meeting, the Company may, based on its	shareholders' general meeting, the Company may, based on its
requirements for operation and development and in accordance	requirements for operation and development and in accordance
with applicable laws and regulations, increase its capital by way	with applicable laws and regulations, increase its capital by way
of:	of:
(1) an open offer of new shares to non-specified	(1) a public offering of shares;
investors;	(2) a private placement of shares;
(2) a private placement of shares;
(3) rights issue of new shares to existing shareholders;
(3) rights issue of new shares to existing shareholders;
(4) bonus issue of new shares to existing shareholders;
(4) bonus issue of new shares to existing shareholders;
(5) capitalization of surplus reserve; and
(5) capitalization of surplus reserve; and
(6) any other form permitted by laws, regulations and the
(6) any other form permitted by laws, regulations and the	relevant regulatory authorities.
relevant regulatory authorities.	Issues of new shares by the Company for capital increase
Issues of new shares by the Company for capital increase	shall be subject to fulfilment of relevant proceduresas
shall be subject to approvalas specified in these Articles and	specified in these Articles and shall follow the procedures as
shall follow the procedures as required by laws and regulations.	required by laws and regulations.
Article 27 If the Company reduces its registered capital,	-
it shall prepare a balance sheet and a checklist of its assets.
The Company shall notify its creditors within 10 days
and publish an announcement in a newspaper within 30 days
following its resolution approving the reduction of registered
capital. The creditors shall be entitled to require the
Company to settle its debts or provide guarantees in favour
of such creditors for the debt settlement within 30 days after
receipt of such notice or within 45 days after the first
publication of the announcement in cases where the notice is
not received.
The registered capital of the Company, upon such
reduction, shall not fall below the minimum statutory
requirement.

5