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

Apr 21, 2016

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

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)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of the annual general meeting (the “ Notice ”) of Central China Securities Co., Ltd. (the “ Company ”) dated 24 March 2016 in relation to the annual general meeting (the “ AGM ”) of the Company to be held at 9:00 a.m. on Monday, 9 May 2016 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 ”) and the resolutions to be considered and, if thought fit, passed at the AGM.

Upon the despatch of the Notice on 24 March 2016, a written notice was issued by Bohai Industrial Investment Fund Management Company Limited (on behalf of Bohai Industrial Investment Fund), a substantial shareholder of the Company, to the Company to propose a new resolution at the AGM regarding the proposed appointment of Mr. XIA Xiaoning as the independent supervisor of the Company. Pursuant to Article 104 of the Articles of Association of the Company, shareholder(s) severally or jointly holding no less than 3.0% shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplemental notice of general meeting to other shareholders within 2 days after receipt of such proposal, and place the proposal on the agenda for the said meeting and submit the proposal for approval at a general meeting if the said proposal falls within the functions and powers of general meetings. The contents of the provisional proposal shall fall within the functions and powers of general meetings and have specific discussion topic and specific matters to be resolved.

For details of the above additional resolution, please refer to the announcement of the Company dated 20 April 2016 (the “ Announcement ”).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held at the same date, time and venue stated in the Notice. In addition to the resolutions stated in the Notice, the Company will consider and, if thought fit, pass the following additional resolution at the AGM:

AS ORDINARY RESOLUTION

1. 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.

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

Henan, the PRC 22 April 2016

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Notes:

1. This supplemental notice must be read together with the Notice.

2. (i) For details of the additional resolution and biographical details of Mr. XIA Xiaoning, please refer to the Announcement.

3. (ii) For details of other resolutions to be considered and approved at the AGM, closure of registrar, eligibility for attending the AGM, registration procedures for attending the AGM, reply slip and other relevant matters, please refer to the Notice.

4. In the event that you wish to attend the AGM after reading the Announcement and this supplemental notice but you are unable to return the reply slip for attending the AGM despatched along with the Notice of the Company dated 24 March 2016 on or before 19 April 2016, you may still attend the AGM.

5. Proxy

The form of proxy which relates to the resolutions set out in the Notice (the “ Original Proxy Form ”) does not include the new resolution (19) set out in this supplemental notice. Accordingly, a revised form of proxy (the “ Revised Proxy Form ”) is prepared by the Company and is enclosed herewith.

• (i) Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a shareholder of the Company.

• (ii) In order to be valid, the Revised 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 AGM (or any adjournment thereof) or for taking the poll. If the Revised 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 Revised Proxy Form. Completion and return of the Revised Proxy Form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

• (iii) For shareholders who have lodged the Original Proxy Form to the share registrar of the Company, please be reminded that:

  • (a) 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.

  • (b) 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.

  • (c) 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.

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

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

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