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)

H SHAREHOLDERS’ FORM OF PROXY FOR THE ANNUAL GENERAL 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 annual general meeting (the “ AGM ”) of the Company to be held at 9:30 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 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 work report of the Board for the	year of 2016
	2.	To consider and approve the work report of the supervisory committee of the
		Company for the year of 2016
	3.	To consider and approve the profit distribution plan of the Company		for the
		year of 2016
	4.	To consider and approve the annual report of the Company for the year			of
		2016 and the summary of the report
	5.	To consider and approve the final accounts report of the Company		for the
		year of 2016
	6.	To consider and approve the re-appointment of ShineWing Certified		Public
		Accountants (Special General Partnership) as the domestic auditing firm
		(PRC accountants) of the Company for the year of 2017 and authorize the
		Board to determine its remuneration
	7.	To consider and approve the re-appointment of PricewaterhouseCoopers			as
		the foreign auditing firm (international accountants) of the Company		for the
		year of 2017 and authorize the Board to determine its remuneration
	8.	To consider and approve the remuneration and evaluations of	the directors
		of the Company for the year of 2016
	9.	To consider and approve the remuneration and evaluations		of the
		supervisors of the Company for the year of 2016
	10.	To consider and approve the determination of remuneration of	the chairman
		of the Board
	11.	To consider and approve the payment of remuneration of the	president		of
		the Company
	12.	To consider and approve the payment of remuneration of the	chairman		of
		the supervisory committee of the Company
		SPECIAL RESOLUTIONS				FOR(note 5)	AGAINST(note 5)	ABSTAIN(note 5)
	13.	To consider, approve and authorize the Board to implement H		Shares
		Repurchase Plan
	14.	To consider and approve the satisfaction of the conditions for the		public
		issue of the A Share Convertible Corporate Bonds by the Company
	15.	To consider and approve the proposal of the public issue of	the A Share
		Convertible Corporate Bonds by the Company:
		15.01 Types of securities to be issued
		15.02 Issue size
		15.03 Par value and issue price
		15.04 Term of bond
		15.05 Bond interest rate
		15.06 Terms and methods of interest payment
		15.07 Conversion period

	15.08 Determination and adjustment of	conversion price	conversion price	conversion price
	15.09 Terms on downward adjustment of conversion price
	15.10 Determination of number of shares to be		converted and treatment of
	conversion of amount less than that of one share
	15.11 Terms on redemption
	15.12 Terms of sale back
	15.13 Dividend rights for the year of conversion
	15.14 Issuance method and target investors
	15.15 Subscription arrangements for existing A			Shareholders
	15.16 Matters relating to bondholders’ meetings
	15.17 Use of proceeds from this issuance
	15.18 Guarantees
	15.19 Custody of proceeds
	15.20 Validity period of these resolutions
16.	To consider and approve the preliminary proposal			for the public issue of the
	A Share Convertible Corporate Bonds by	the Company
17.	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
18.	To consider and approve the report of use of proceeds previously raised
19.	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
20.	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
21.	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 AGM (or any adjournment thereof) or for taking the poll.