Central China Securities Co., Ltd. — AGM Information 2018

Mar 29, 2018

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 17 MAY 2018 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)

(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 17 May 2018 (Thursday) at Skyland GDH Hotel, No. 41 Nong Ye Road, Jin Shui 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)	FOR(note 5)	AGAINST(note 5)	ABSTAIN(note 5)	ABSTAIN(note 5)
1	To consider and approve the resolution on the election of Mr.
	Chang Junsheng as a Director for the fifth session of	the
	Board
2	To consider and approve the work report of the Board for	the
	year of 2017
3	To consider and approve the work report of the supervisory
	committee for the year of 2017
4	To consider and approve the profit distribution plan for	the
	year of 2017
5	To consider and approve the annual report for the year of
	2017 and the summary of the report
6	To consider and approve the final accounts report for	the
	year of 2017
7	To consider and approve the resolution on the	re-
	appointment of domestic and overseas auditing firms for	the
	year of 2018
7.01	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
7.02	To consider and approve the re-appointment	of
	PricewaterhouseCoopers as the overseas auditing firm
	(international accountants) of the Company
8	To consider and approve the remuneration and evaluations
	of the Directors for the year of 2017
9	To consider and approve the remuneration and evaluations
	of the supervisors for the year of 2017
10	To consider and approve the proposal of determination of
	remuneration of the legal representative (chairman)	of
	Central China Securities Co., Ltd. for the year of 2016

		ORDINARY RESOLUTIONS		FOR(note 5)	AGAINST_(note _	AGAINST_(note _	AGAINST_(note _	5)	ABSTAIN(note 5)	ABSTAIN(note 5)
	11	To consider and approve the proposal of determination of
		remuneration of the president (executive Director) of
		Central China Securities Co., Ltd. for the year of 2016
	12	To consider and approve the proposal of determination of
		remuneration of the chairman of supervisory committee of
		Central China Securities Co., Ltd. for the year of 2016
	13	To consider and approve the resolution on the business scale
		and affordable risk limits of securities proprietary trading
		for the year of 2018
	14	To consider and approve the resolution on the provision of
		guarantee for the subsidiary Central China International
		Financial Holdings Company Limited
	15	To consider and approve the resolution on the estimated
		ordinary related party/connected transactions for the year of
		2018
	16	To consider and approve the resolution on the amendments
		to the Rules of Procedures for the Meeting of the
		Supervisory Committee
	17	Election of supervisors of the fifth session of the supervisory CUMULATIVE			VOTING	(Note		5)	AGAINST (Note 5)
		committee of the Company: **Please insert the **			**number of **	votes
	17.01	To consider and approve the appointment of Mr. Cao
		Zongyuan as a supervisor of the fifth session of the
		supervisory committee of the Company
	17.02	To consider and approve the appointment of Mr. Zhang
		Xiansheng as a supervisor of the fifth session of the
		supervisory committee of the Company
		SPECIAL RESOLUTIONS
	18	To consider and approve the proposed amendment to
		the Articles of Association of the Company
	19	To consider and approve the extension of the validity
		period of the proposal for the public issuance of A
		Share Convertible Corporate Bonds and the
		resolution on the grant of authorization to the Board
		and the relevant persons to handle matters in relation
		to the public issuance of A Share Convertible
		Corporate Bonds for 12 months to 21 May 2019

Date: day of 2018 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 (applicable for resolutions passed by the way of non-cumulative voting) or insert the number of shares (applicable for resolutions passed by the way of cumulative voting and non-cumulative voting) 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 (applicable for resolutions passed by the way of cumulative voting and non-cumulative voting) 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 (applicable for resolutions passed by the way of non-cumulative voting) 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.