Central China Securities Co., Ltd. — AGM Information 2017

Apr 7, 2017

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)

FORM OF PROXY FOR THE H SHARE CLASS MEETING TO BE HELD ON 22 MAY 2017 AND ANY ADJOURNMENT

Number of H shares to which this form of proxy relates [(Note][1)]

I/We, [(Note][2)]

of (address)

being the holder(s) of

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 H share class meeting (the “ H Share Class Meeting ”) of the Company to be held at 11:00 a.m. on 22 May 2017 (Monday) at Conference Centre, Huanghe Yingbin Hotel, No.1 Yingbin Road, Huiji District, Zhengzhou, Henan Province, the PRC (or as soon thereafter as the A Share Class Meeting shall have been concluded or adjourned, whichever is later) 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 H Share Class Meeting as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

		SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS				FOR(Note 5)	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)	ABSTAIN(Note 5)
1.	To consider, approve and authorize the Board				to implement H
	Shares Repurchase Plan
2.	To consider and approve the satisfaction of the conditions for the
	public issue of the A Share Convertible Corporate Bonds by the
	Company
3.	To consider and approve the proposal of the			public issue of the A
	Share Convertible Corporate Bonds by the Company
	3.01 Types of securities to be		issued
	3.02 Issue size
	3.03 Par value and issue price
	3.04 Term of bond
	3.05 Bond interest rate
	3.06 Terms and methods of interest payment
	3.07 Conversion period
	3.08 Determination and adjustment of conversion price
	3.09 Terms on downward adjustment of conversion					price
	3.10 Determination of number of shares to be converted and
	treatment of conversion		of amount less than that of one
	share
	3.11 Terms on redemption
	3.12 Terms of sale back
	3.13 Dividend rights for the year of conversion
	3.14 Issuance method and target investors
	3.15 Subscription arrangements for existing A				Shareholders
	3.16 Matters	relating to bondholders’ meetings
	3.17 Use of proceeds from this issuance
	3.18 Guarantees
	3.19 Custody of proceeds
	3.20 Validity	period of these resolutions
4.	To consider and approve the preliminary proposal for the public
	issue of the A Share Convertible		Corporate Bonds		bythe Company
5.	To consider and approve the Report on Feasibility Analysis in
	respect of the Use of Proceeds from the Public Issue of					the A Share
	Convertible Corporate Bonds by the Company

6. To consider and approve the report of use of proceeds previously raised 7. To consider and approve the grant of authorization to the Board to handle matters in relation to the public issue of the A Share Convertible Corporate Bonds 8. To consider and approve the authorization granted to Relevant Persons to handle matters in relation to the public issue of the A Share Convertible Corporate Bonds 9. To consider and approve the dilution of current returns by the public issue of the A Share Convertible Corporate Bonds and the remedial measures

Date: day of 2017 Signature: (Note 6)

Notes:

1. Please insert the number of H shares of the Company registered in your name(s) to which this form of proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all H 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 H 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 holder of H shares of the Company 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 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 wish 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.

1. This 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 form of proxy must be signed by the holder of H shares of the Company whose name stands first in the register of members of the Company.

2. To be valid, this 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 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 not less than 24 hours before the time specified for the holding of the H Share Class Meeting (or any adjournment thereof) or for taking the poll.