Central China Securities Co., Ltd. — AGM Information 2014

Aug 7, 2014

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.

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 “ 中原證券股份有限公司 ” and carrying on business in Hong Kong as “ 中州證券 ”) (Stock Code: 01375)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:00 a.m. on Monday, 22 September 2014 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the People’s Republic of China (the “ PRC ”), for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 7 August 2014 (the “ Circular ”).

AS ORDINARY RESOLUTIONS

“ THAT:

1. subject to the approval of CSRC and/or relevant authorities of the State, the establishment of a wholly-owned subsidiary (provisionally named as 中州國際金融 控股有限公司, subject to the final approval of the examination and approval and registration authorities) (“ Central China International Finance ”) in Hong Kong with a registered capital of HK$50 million by the Company be and is hereby approved and confirmed, and the Board be authorized to act on behalf of the Company to take all steps necessary or expedient, comply with the PRC and/or Hong Kong laws and regulations and satisfy the requirements (if any) of the relevant PRC regulatory authorities, to establish Central China International Finance, including but not limited to the application for the registration of Central China International Finance, the formulation of the articles of association and the execution of all such other documents and instruments; and

2. subject to the approval of CSRC and/or relevant authorities of the State, the establishment of other wholly-owned subsidiaries (the “ Other Subsidiaries ”) in Hong Kong through Central China International Finance by the Company and the application for licenses in relation to engaging in securities business in Hong Kong (the “ Licenses ”) pursuant to the Securities and Futures Ordinance be and are hereby approved and confirmed, and the Board be authorized to act on behalf of the Company to take all steps necessary or expedient, comply with the PRC and/or Hong Kong laws and regulations and satisfy the requirements (if any) of the relevant PRC regulatory authorities, to establish Other Subsidiaries and apply for the Licenses, including but not limited to the application for the registration of Other Subsidiaries, the formulation of the articles of association, the application of the Licenses and the execution of all such other documents and instruments.”

By order of the Board Central China Securities Co., Ltd. JIAN Mingjun Chairman

Henan, the PRC 7 August 2014

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Notes:

1. The register of members of the Company will be closed from 23 August 2014 to 22 September 2014 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the EGM, 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 (for holders of H shares of the Company) or the head office in the PRC of the Company (for holders of domestic shares of the Company), no later than 4:30 p.m. on 22 August 2014.

2. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.

3. In order to be valid, the proxy form must be deposited by hand or post, for holders of H shares of the Company, 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 and, for holders of domestic shares of the Company, to the head office in the PRC of the Company not less than 24 hours before the time for holding the EGM (or any adjournment thereof) for taking the poll. 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 EGM or any adjourned meetings should they so wish.

4. Shareholders or their proxies shall provide their identity documents when attending the EGM.

5. Shareholders who intend to attend the EGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before 2 September 2014.

6. The EGM is expected to take half of the day approximately. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

7. The address of the head office in the PRC of the Company is No.10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, China.

As at the date of this notice, the Board of the Company comprises executive Directors JIAN Mingjun and ZHOU Xiaoquan; non-executive Directors LI Xingjia, WANG Jinian and ZHANG Qiang; and independent non-executive Directors ZHU Shanli, YUAN Dejun, SHI Dan and YUEN Chi Wai .

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