Central China Securities Co., Ltd. — AGM Information 2016

Apr 21, 2016

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 “ ” and carrying on business in Hong Kong as “ ”)

(Stock Code: 01375)

REVISED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 9 MAY 2016 AND ANY ADJOURNMENT

Number of shares and the relevant class of shares to which this revised form of proxy relates (domestic shares/H shares) [(Note][1)]

I/We, [(Note][2)] of (address) being the holder(s) of

domestic shares/

H shares [(Note][3)]

of RMB1.00 each in the share capital of Central China Securities Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting or (Note 4)

of (address)

as my/our proxy(ies) to attend the annual general meeting (the “ AGM ”) of the Company to be held at 9:00 a.m. on 9 May 2016 (Monday) at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of AGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

	**ORDINARY **	RESOLUTIONS				FOR(note 5)	AGAINST(note 5)	ABSTAIN(note 5)
1. To consider and	approve the report	of the board of the	Company (the “Board”) for
the year of 2015
2. To consider and	approve the report of the supervisory committee				of the Company for
the year of 2015
3. To consider and approve the Company’s plan of provision for available-for-sale
financial assets	impairment
4. To consider and	approve the annual report of the Company for				the year of	2015
5. To consider and approve the final accounts report of the				Company for the year of
2015
6. To consider and	approve the profit distribution plan of		the	Company for the year of
2015
7. To consider and approve the re-appointment of ShineWing Certified Public
Accountants (Special General Partnership) as the PRC accountant of the Company
for the year of 2016 and authorize		the Board to determine its remuneration
8. To consider and approve the re-appointment of PricewaterhouseCoopers as the
international accountant of the Company for the year of			2016 and		authorize the Board
to determine its	remuneration
9. To consider and approve the report of Mr. YUAN Dejun, the independent non-
executive director of the Company		for the year of 2015
10. To consider and approve the report of Mr. YUEN Chi Wai, the independent
non-executive director of the Company for the year of 2015
11. To consider and approve the report of Mr. NING			Jincheng, the independent
non-executive director of the Company for the year of 2015
12. To consider and approve the report of Mr. YU Xugang, the independent non-
executive director of the Company		for the year of 2015
13. To consider and approve the remuneration and evaluations of the directors of the
Company for the year of 2015
14. To consider and	approve the remuneration and evaluations			of the supervisors of the
Company for the year of 2015
15. To consider and approve the revision of the assessment and award colligation
mechanism plan	of the Company
16. To consider and approve the revocation of the implementation rules for awards
distribution of the Company
17. To consider, approve and confirm the plan on matters relating to					remuneration of the
directors of the	Company
18. To consider, approve and confirm the plan on matters relating to					remuneration of the
supervisors of the Company
19. To consider, approve and confirm		the appointment of Mr. XIA Xiaoning as an
independent supervisor of the fifth session of the supervisory committee of the
Company

(Note 6)

2016

day of

Signature:

Date:

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this revised form of proxy relates and the relevant class of shares. If a number is inserted, this revised form of proxy will be deemed to relate only to those shares. If no number is inserted, this revised form of proxy will be deemed to relate to all shares of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in BLOCK LETTERS.

3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words “the Chairman of the meeting or” and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this revised form of proxy must be initialed by the person who signs it.

5. Important: If you wish to vote for any resolution, please put a tick or insert the number of shares held by you in the box marked “FOR”. If you wish to vote against any resolution, please put a tick or insert the number of shares held by you in the box marked “AGAINST”. If you want to abstain from voting on any resolution, please put a tick or insert the number of shares held by you in the box marked “ABSTAIN”. If no direction is given, your proxy may vote as he/she thinks fit. The shares abstained will be counted in the calculation of the required majority.

6. This revised form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director or attorney or other officer duly authorized. In case of joint holders, this revised form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company.

7. To be valid, this revised form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarial copy of that power of attorney or other authority must be delivered, for holders of H shares of the Company, to the Company’s H shares registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or for holders of domestic shares of the Company, to the head office of the Company in the PRC at No.10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, China not less than 24 hours before the time appointed for the holding of the AGM (or any adjournment thereof) or for taking the poll.

8. In connection with the form of proxy issued by the Company on 24 March 2016 (the “ Original Proxy Form ”), which does not include the new resolution (19) set out in the Revised Form, for Shareholders who have lodged the Original Proxy Form to the share registrar of the Company, please be reminded that:

9. (i) Where a Shareholder has not returned the Revised Proxy Form to the share registrar of the Company, the Original Proxy Form (if completed correctly) shall be deemed a valid form of proxy returned by such Shareholder. The proxy appointed by the Shareholder in such manner shall be entitled to vote or abstain from voting at his/her discretion on any resolutions properly and duly put to the AGM other than those instructed in the Original Proxy Form, including the new resolution (19) set out in this supplemental notice.

10. (ii) Where a Shareholder has returned the Revised Proxy Form to the share registrar of the Company 24 hours before the time scheduled for holding the AGM, the Original Proxy Form returned shall be revoked and substituted by the Revised Proxy Form and the Revised Proxy Form (if completed correctly) shall be deemed a valid form of proxy returned by such Shareholder.

11. (iii) Where a Shareholder has returned the Revised Proxy Form to the share registrar of the Company less than 24 hours before the time scheduled for holding the AGM, the Revised Proxy Form shall be deemed invalid and the Original Proxy Form returned by such Shareholder shall also be revoked. The votes of the proxy purported to be appointed by the invalid or revoked proxy form (whether the Original Proxy Form or the Revised Proxy Form) will not be counted in the votes in respect of the resolutions proposed. Accordingly, Shareholders are advised not to return the Revised Proxy Form after the deadline. In the event that such Shareholder wishes to vote at the meeting, he/she shall attend and vote at the meeting in person.