THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your securities broker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Central China Securities Co., Ltd. (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, securities broker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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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 “ 中原證券股份有限公司 ” and carrying on business in Hong Kong as “ 中州證券 ”)

(Stock Code: 01375)

(I) PROPOSED A SHARE ISSUE; (II) PROPOSED APPOINTMENT AND RE-APPOINTMENT OF INTERNATIONAL AND PRC ACCOUNTANTS; (III) PROPOSED INCREASE OF ALLOWANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS; (IV) PROPOSED REWARD TO CHAIRMAN AND PRESIDENT; (V) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND (VI) PROPOSED AMENDMENT TO THE EXISTING ARTICLES

Letter from the Board is set out on pages 4 to 16 of this circular.

The notices convening an extraordinary general meeting (“EGM”), Domestic Share Class Meeting and H Share Class Meeting of the Company to be held at 9:30 a.m., 10:30 a.m. or immediately after the conclusion of the EGM or any adjournment thereof (whichever is the later) and 11:00 a.m. or immediately after the conclusion of the Domestic Share Class Meeting or any adjournment thereof (whichever is the later) respectively on Friday, 14 November 2014 at Conference Room, 30/F, CCB Tower, 3 Connaught Road Central, Hong Kong, are set out on pages 17 to 32 of this circular.

The proxy forms for use at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting are enclosed. Whether or not you are able to attend the EGM, the Domestic Share Class Meeting and the H Share Class Meeting in person, you are requested to complete and return the accompanying applicable proxy forms in accordance with the instructions printed thereon. In case of holders of H Shares, the proxy forms shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; and in case of holders of Domestic Shares, the proxy forms shall be lodged at the head office of the Company in the PRC as soon as possible, but in any event, not less than 24 hours before the time scheduled for holding the relevant meetings (or any adjournment thereof) as soon as practicable. Completion and delivery of the proxy forms will not preclude you from attending and voting in person at the relevant meetings or any adjournment if you so desire.

29 October 2014

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
(I)	Proposed A Share Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
(II)	Proposed Appointment and Re-Appointment of International and
	PRC Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
(III)	Proposed Increase of Allowance of Independent
	Non-executive Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
(IV)	Proposed Reward to Chairman and President. . . . . . . . . . . . . . . . . . . . . . .	12
(V)	Proposed Appointment of Non-executive Director . . . . . . . . . . . . . . . . . . .	13
(VI)	Proposed Amendment to the Existing Articles . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE	OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE	OF DOMESTIC SHARE CLASS MEETING . . . . . . . . . . . . . . . . . . . . .	23
NOTICE	OF H SHARE CLASS MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
APPENDIX I – A Share Issue Dividend Return Plan . . . . . . . . . . . . . . . .		I-1
APPENDIX II – A Share Issue Price Stabilization Proposal . . . . . . . . . . .		II-1
APPENDIX III – A Share Issue Undertaking. . . . . . . . . . . . . . . . . . . . . . . .		III-1
APPENDIX IV – Amendments to Articles in relation to A Share Issue . . .		IV-1

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the following terms shall have the following meanings:

“A Share(s)”
the ordinary share(s) subscribed for in RMB, which are proposed to be issued by the Company in connection with the A Share Issue
“A Share Issue”
the proposed initial public offering of no more than 877,205,000 A Shares by the Company, which will be listed on the SSE
“A Share Issue Documents”
the Pre-A Share Issue Accumulated Profit Distribution Plan, A Share Issue Dividend Return Plan, A Share Issue Price Stabilization Proposal, A Share Issue Undertaking and the Articles
“A Share Issue Dividend Return Plan”
the dividend return plan with respect to the initial public offering of RMB ordinary shares (A Shares) proposed to be formulated and adopted by the Company in connection with the A Share Issue
“A Share Issue Price Stabilization Proposal”
the price stabilization proposal after the initial public offering and listing of RMB ordinary shares (A Shares) proposed to be formulated and adopted by the Company in connection with the A Share Issue
“A Share Issue Undertaking”
the undertaking proposed to be issued by the Company in connection with the A Share Issue
“Articles” or “Articles of Association”
the articles of association of the Company as amended from time to time
“Board”

the Board of Directors

“Company”
Central China Securities Co., Ltd. (中原證券股份有限公司)(carrying on business in Hong Kong as “中州證券”), a joint stock company incorporated on 8 November 2002 in Henan Province, the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange
“CSRC”
China Securities Regulatory Commission
“Director(s)”
director(s) of the Company

– 1 –

DEFINITIONS

“Domestic Share(s)”
“Domestic Share Class Meeting”
“EGM”
“H Share(s)”
“H Share Class Meeting”
“Hong Kong”
“Latest Practicable Date”

issued ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as fully paid in RMB

the domestic share class meeting to be held at 10:30 a.m. on 14 November 2014 (Friday) or immediately after the conclusion of the EGM or any adjournment thereof (whichever is the later) for holders of Domestic Share to consider and approve, inter alia, the resolution regarding the proposed A Share Issue

the extraordinary general meeting (or any adjournment thereof) of the Company to be held at 9:30 a.m. on 14 November 2014 (Friday) at Conference Room, 30/F, CCB Tower, 3 Connaught Road Central, Hong Kong for the Shareholders to consider and approve, inter alia, resolutions regarding (i) the proposed A Share Issue; (ii) proposed appointment and re-appointment of the international and PRC accountants; (iii) proposed increase of allowance of independent non-executive Directors; (iv) proposed reward to Chairman and President; (v) proposed appointment of non-executive Directors; and (vi) proposed amendment to the existing Articles

overseas listed foreign ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange
the H share class meeting to be held at 11:00 a.m. on 14 November 2014 (Friday) or immediately after the conclusion of the Domestic Share Class Meeting or any adjournment thereof (whichever is the later) for holders of H Share to consider and approve, inter alia, the resolution regarding the proposed A Share Issue
Hong Kong Special Administrative Region of the PRC
24 October 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 2 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	the People’s Republic of China, excluding, for the
	purpose of this circular only, Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
“Pre-A Share Issue Accumulated	the accumulated profit distribution plan prior to the initial
Profit Distribution Plan”	public offering of RMB ordinary shares (A Shares)
	proposed to be formulated and adopted by the Company
	in connection with the A Share Issue
“QDII”	qualified domestic institutional investors
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	shareholders of the Company
“Share(s)”	Domestic Shares and H Shares
“SSE”	Shanghai Stock Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

– 3 –

LETTER FROM THE BOARD

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Central China Securities Co., Ltd.

(Stock Code: 01375)

Executive Directors: Mr. JIAN Mingjun (Chairman) Mr. ZHOU Xiaoquan

Non-executive Directors :

Mr. LI Xingjia Mr. ZHANG Qiang Mr. ZHU Jie Mr. WANG Lixin

Independent Non-executive Directors: Mr. ZHU Shanli Mr. YUAN Dejun Ms. SHI Dan Mr. YUEN Chi Wai

Registered Address in the PRC: No. 10 Shangwu Waihuan Road Zhengdong New District Zhengzhou, Henan Province China

Headquarters/Principal Place of Business in the PRC: No. 10 Shangwu Waihuan Road Zhengdong New District Zhengzhou, Henan Province China

Principal Place of Business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wanchai, Hong Kong

29 October 2014

To the Shareholders

Dear Sir/Madam,

(I) PROPOSED A SHARE ISSUE;

(II) PROPOSED APPOINTMENT AND RE-APPOINTMENT OF INTERNATIONAL AND PRC ACCOUNTANTS; (III) PROPOSED INCREASE OF ALLOWANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS; (IV) PROPOSED REWARD TO CHAIRMAN AND PRESIDENT;

(V) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND (VI) PROPOSED AMENDMENT TO THE EXISTING ARTICLES

INTRODUCTION

Reference is made to the announcement of the Company dated 29 September 2014 in relation to, among other things, (i) proposed A Share issue; (ii) proposed appointment and re-appointment of international and PRC accountants; (iii) proposed increase of allowance of independent non-executive Directors; (iv) proposed reward to Chairman and President; (v) proposed appointment of a non-executive Director; and (vi) proposed amendment to the existing Articles.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with details of the aforementioned items.

(I) PROPOSED A SHARE ISSUE

Reference is made to the announcement of the Company dated 1 July 2014. As disclosed in the announcement, the competitiveness and growth indicators of the Company complied with the prudential regulatory requirements imposed by the CSRC on securities companies applying for initial public offering and listing, and the Company would also consider to resubmit its A share offering applications to the CSRC at the time appropriate.

At the meeting of the Board held on 29 September 2014, it was resolved that the Company will propose to re-submit its A share offering application to the CSRC and other relevant regulatory authorities. The A Share issue is subject to approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting and approvals by the CSRC and other relevant regulatory authorities.

Proposal of A Share Issue

The details of the proposed A Share Issue are as follows:

Place of listing	:	SSE
Type of Shares to be issued	:	Class A ordinary shares with a nominal value of
and nominal value		RMB1.00 each
Number of A Shares to	:	The number of A Shares to be issued will be no
be issued		more than 877,205,000 shares (including any
		Shares that may be issued under the over-allotment
		option) and will not exceed 25% of the enlarged
		total issued share capital of the Company upon
		completion of the A Share Issue (including the H
		Shares, Domestic Shares and A Shares in issue). In
		particular, the total size of actual issue, over-
		allotment and proportion of allotment will be
		determined by the Board or persons authorized by
		the Board pursuant to the authorizations from the
		general meeting of the Company, based on the
		capital requirements of the Company,
		communication with the regulatory authorities and
		the prevailing market conditions at the time of the
		issuance

– 5 –

LETTER FROM THE BOARD

Target subscribers : Natural persons, legal entities and other institutional investors in the territory of China that which have maintained RMB ordinary shares (A Shares) holder accounts with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (except those prohibited by the PRC laws, administrative regulations, other applicable regulatory instruments and other regulatory requirements to which an issuer is subject to) Strategic placing : According to the business cooperation and scale of financing needs, the Company intends to implement strategic placing under the A Share Issue so as to allot some of the A Shares to investors that satisfy the requirements of the laws and regulations and meet the development and strategic needs of the Company. The specific proportion of placing will be determined based on the requirements of the laws and regulations and subject to market conditions Method of pricing : Subject to the approval of the A Share Issue by the CSRC, the Board of the Company will organize roadshow presentations with the sponsor (lead underwriter) and joint lead sponsors (if any) and conduct cumulative bidding price consultations within the price range where the issue price will be determined based on the results of the cumulative bidding price consultations and market conditions; or other methods of pricing as recognized by the CSRC

Method of issue : The A Share Issue will be conducted by a combination of offline price consultations to target placees and initial public offering or other methods as recognized by the CSRC

– 6 –

LETTER FROM THE BOARD

Transfer of state-owned : The state-owned shareholders of the Company shall shares fulfill their obligations to transfer 10% of the Shares actually issued by the Company under the A Share Issue (including the additional 10% of the Shares under the over-allotment option if exercised) as part of the transfer of Shares of the Company to the National Council for Social Security Fund (全國社會保障基金理事會). The matters relating to the implementation of the transfer of state-owned shares under the A Share Issue to the National Council for Social Security Fund shall be subject to the requirements of the relevant authorities of the State
Conversion into a joint : According to the plan of A Share Issue and taking stock company with into account the H Shares of the Company in issue, limited liability with the Company will apply for the conversion into a domestic and overseas joint stock company with limited liability with listed shares domestic and overseas listed shares
Validity of the resolution : The proposal of A Share Issue shall be subject to approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting. Upon approval, the proposal of A Share Issue shall be valid for 12 months from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting

The Company shall make further disclosure in accordance with the Listing Rules and other applicable laws and regulations once any of the above terms is updated or finalized.

Use of proceeds from the A Share Issue

The amount of the gross proceeds from the proposed A Share Issue will be determined by the issue price per Share (to be fixed after the price consultation) multiplied by the number of A Shares to be issued. The gross proceeds, after deducting the expenses incurred for A Share Issue, are proposed to be fully used as working capital of the Company to support future business development of the Company and facilitate achievement of strategic growth objectives of the Company. For details relating to the strategic growth objectives of the Company, please refer to the section headed “Business – Business Strategies” in the prospectus of the Company dated 11 June 2014.

– 7 –

LETTER FROM THE BOARD

Proposed amendment or adoption of the A Share Issue Documents

To comply with the requirements of the CSRC and SSE in connection with the application of A Share Issue, the Company proposed to amend and adopt the A Share Issue Documents as follows:

(1) Adoption of Pre-A Share Issue Accumulated Profit Distribution Plan

In accordance with the relevant PRC requirements in connection with the A Share Issue, the Company proposed to adopt the following plan on accumulated profit distribution prior to the A Share Issue:

“Prior to the public offering of shares, the Company may resolve to make profit distribution at relevant general meetings and set aside the undistributed accumulated profits for new and existing Shareholders after the public offering of shares.”

The Pre-A Share Issue Accumulated Profit Distribution Plan is subject to approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting.

(2) A Share Issue Dividend Return Plan

Pursuant to the Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies (《關於進一步落實上市公司現金分紅有關事項的通知》) and other requirements of the CSRC, the Company shall formulate and adopt the A Share Issue Dividend Return Plan in connection with the A Share Issue. The A Share Issue Dividend Return Plan is subject to approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting and completion of the A Share Issue.

Details of the A Share Issue Dividend Return Plan are set out in Appendix I to this circular.

(3) A Share Issue Price Stabilization Proposal

In accordance with the Opinions Regarding Further Promotion of Structural Reforms on Issue of New Shares (《關於進一步推進新股發行體制改革的意見》) (CSRC Notice [2013] No. 42) and other requirements of the CSRC, the Company shall formulate and adopt the A Share Issue Price Stabilization Proposal in connection with the A Share Issue. The A Share Issue Price Stabilization Proposal is subject to approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting and completion of the A Share Issue.

Details of the A Share Issue Price Stabilization Proposal are set out in Appendix II to this circular.

– 8 –

LETTER FROM THE BOARD

(4) A Share Issue Undertaking

In accordance with the Opinions Regarding Further Promotion of Structural Reforms on Issue of New Shares (《關於進一步推進新股發行體制改革的意見》) (CSRC Notice [2013] No. 42) and other relevant requirements of the CSRC, the Company shall issue the A Share Issue Undertaking in connection with the A Share Issue. The A Share Issue Undertaking is subject to approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting and completion of the A Share Issue.

Details of the A Share Issue Undertaking are set out in Appendix III to this circular.

(5) Amendment to Articles

Pursuant to the Company Law of the People’s Republic of China (《中華人民共和國公司法》), Securities Law of the People’s Republic of China (《中華人民共和國證券法》), Guidelines for the Articles of Association of Listed Companies and the relevant requirements of the CSRC, the Company shall make amendment to the Articles in relation to the A Share Issue. The proposed amendments to the Articles are aimed to improve and enhance the corporate governance of the Company and to comply with the relevant requirements of the relevant laws and regulations of the PRC and the listing rules of the SSE. The amendment to the Articles in relation to the A Share Issue are subject to approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting and approval by or filing with the regulatory authorities and completion of the A Share Issue. The implementation of which shall take place on the date of the completion of the A Share Issue of the Company. Prior to that, the existing Articles shall continue to apply.

Details of the amendment to the Articles in relation to the A Share Issue are set out in Appendix IV to this circular.

Authorization granted to the Board to deal with matters relating to the A Share Issue

To ensure smooth completion of the A Share Issue, the Board resolved to propose at the EGM, Domestic Share Class Meeting and H Share Class Meeting to authorize the Board and, with delegation by the Board, authorize the Chairman to deal with all detailed matters relating to the A Share Issue in accordance with the laws (pursuant to which the Chairman may delegate other Directors to deal with matters relating to the A Share Issue), including but not limited to the following:

(1) engage intermediaries in connection with the A Share Issue and determine their fees;
(2) prepare, revise, execute and submit all documents relating to the A Share Issue;
(3) determine details of the proposal of the A Share Issue pursuant to the proposal of A Share Issue passed at the EGM and the provisions or requirements of securities regulatory authorities of the State Council based on the prevailing conditions of the

– 9 –

LETTER FROM THE BOARD

market where the A Share Issue takes place (including but not limited to the A Share issue price, issue size, strategic placing and over-allotment matters and proportion of placing, method of issue, target subscribers, timing of issue, proposed use of proceeds and other matters relating to the implementation of the proposal of the A Share Issue);

(4) submit the application of A share listing to the SSE and deal with matters relating to the listing and circulation of A Shares;
(5) final confirmation of the terms such as the listing approval date and reference number, registered capital, shareholding structure, custodian of shares and information disclosure publications in the Articles based on the actual conditions of the A share listing after the public offering and listing of A Shares by the Company, and deal with the registration of changes in particulars with the industry and commerce bureau; and
(6) deal with other matters relating to the A share Issue.

The above authorization shall be valid for 12 months from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting.

Reasons for and Benefits of the A Share Issue

Since the PRC securities industry implements net capital as the core of the risk control index system, the capital scale of securities firms directly determines the size of their business. Therefore, securities firms are actively taking a variety of ways to expand their scale of capital, some leading securities firms in the industry have increased their capital through methods such as listing to expand their business scale, continuously optimize their revenue structures and vigorously develop innovative business. As the only securities firm registered and headquartered in Henan, the Company is facing the abundant development opportunities brought by the development of the securities industry which is strongly supported by the State, the continuous innovation of the financial markets, the implementation of “Central Plains Economic Zone (中原經濟區)” and “Zhengzhou Airport Economic Experimental Zone (鄭州航空港經濟綜合實驗區)” and other strategic plans of the States. As such, the Company needs to enhance its sustainable development capacity, promote the realization of its strategic development goals by raising fund through the A Share Issue.

Public Float

As at the Latest Practicable Date, based on the publicly available information and within the Directors’ knowledge, the Company maintained 25.00% of the H Shares in public hands which satisfied the public float requirement under Rule 8.08 of the Listing Rules. The Company undertakes that it will continue to comply with the public float requirement under Rule 8.08 of the Listing Rules during the application process and upon completion of the A Share Issue.

As at the Latest Practicable Date, the Company had not entered or proposed to enter into any agreement in relation to subscription of A Shares with any connected persons of the Company.

– 10 –

LETTER FROM THE BOARD

Effects of the A Share Issue on the shareholding structure of the Company

Assuming that a total of 877,205,000 A Shares under the A Share Issue are permitted for issuance and the issued share capital of the Company prior to completion of the A Share Issue remains unchanged, the shareholding structure of the Company as at the Latest Practicable Date and immediately after the completion of the A Share Issue is set out as follows:

Domestic Shares Domestic Shares in issue A Shares under the A Share Issue H Shares Total	As at the Latest Practicable Date Number of Shares Approximate percentage of the Company issued share capital 1,973,705,700 75.00% – – 657,910,000 25.00% 2,631,615,700 100%	Immediately completion of the Number of Shares 1,973,705,700 877,205,000 657,910,000 3,508,820,700	after the A Share Issue Approximate percentage of the Company issued share capital 56.25% 25.00% 18.75%
			100%

During the period from the date of listing of the H Shares of the Company on the Stock Exchange (i.e. 25 June 2014) to the Latest Practicable Date, no fund raising activities were conducted.

(II) PROPOSED APPOINTMENT AND RE-APPOINTMENT OF INTERNATIONAL AND PRC ACCOUNTANTS

Given the satisfactory audit services provided by PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) in the course of the application of the listing of H Shares of the Company, the Board has appointed PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) as the Company’s international accountants after the listing of the H Shares. On the other hand, having considered the satisfactory audit services provided by the current PRC accountant of the Company, Shinewing Certified Public Accountants (Special General Partnership) in the course of the then proposed initial public offering of the RMB ordinary shares (A Shares) and the preparation of the annual reports of the Company since 2012 and taking into the consideration of the opinions of the Audit Committee of the Board, to facilitate communication, the Board proposed to seek for the Shareholders’ approval on the appointment of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) as the international accountants of the Company for the financial year of 2014, and the re-appointment of Shinewing Certified Public Accountants (Special General Partnership) as the PRC accountants of the Company for the financial year of 2014.

– 11 –

LETTER FROM THE BOARD

The Company will seek approval from Shareholders at the EGM with respect to the appointment and re-appointment of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) and Shinewing Certified Public Accountants (Special General Partnership) as the international and PRC accountants of the Company respectively for the financial year of 2014, and authorize the Board to determine their respective remuneration.

(III) PROPOSED INCREASE OF ALLOWANCE OF INDEPENDENT NONEXECUTIVE DIRECTORS

Following the listing of H Shares of the Company, the workload and responsibilities undertaken by the independent non-executive Directors have increased. With reference to the level of remuneration of independent non-executive director of other listed companies in Hong Kong, coupled with the actual conditions of the Company and taking into consideration of the opinions of the Remuneration and Nomination Committee of the Board, the Company proposed to increase the allowance of the independent non-executive Directors from RMB126,000 (after tax) to RMB210,000 (after tax) per annum and the allowance will remain to be distributed monthly.

The above increase of allowance is subject to approval by Shareholders by way of ordinary resolution at the EGM.

The independent non-executive Directors have abstained from voting with respect to the relevant resolutions at the meeting of the Board.

(IV) PROPOSED REWARD TO CHAIRMAN AND PRESIDENT

To recognize the outstanding contribution of Mr. JIAN Mingjun, Chairman of the Company and Mr. ZHOU Xiaoquan, President of the Company for the listing of H Shares of the Company, the Company proposed to grant them special reward according to the Articles and the Implementation Measures for Reward Distribution. Taking in account that the key management of the Company had not indirectly subscribe Shares by way of QDII products or being distributed with any rewards through other methods prior to the listing of the Company in Hong Kong and the opinions of the Remuneration and Nomination Committee of the Board, to align the interest of the Company’s key management and employees with that of the Company, the Company proposed to grant shares equivalent to RMB1.0 million (before tax) and RMB600,000 (before tax) to Mr. JIAN Mingjun and Mr. ZHOU Xiaoquan, respectively (where the number of Shares for each of them is calculated at the share price on the execution date of the reward) as reward. The above reward will be executed through the purchase of QDII products in accordance with the laws when relevant conditions are met or through other legal methods.

– 12 –

LETTER FROM THE BOARD

The reward may be granted to Mr. JIAN Mingjun and Mr. ZHOU Xiaoquan in form of Domestic Shares, H Shares, A Shares (subject to the completion of the A Share Issue) or through other legal methods. It is aware that grant of any H Shares to Mr. JIAN Mingjun and Mr. ZHOU Xiaoquan, both being connected persons of the Company, will decrease the Company’s public float which is currently maintained at the minimum percentage of 25% as prescribed by Rule 8.08 of the Listing Rules. As such, in case the reward is granted in form of H Shares, the Company will grant the reward to Mr. JIAN Mingjun and Mr. ZHOU Xiaoquan after the completion of the A Share Issue or through other legal methods in order to ensure compliance with the public float requirement under Rule 8.08 of the Listing Rules at all times.

The above reward is subject to approval by Shareholders by way of ordinary resolution at the EGM and the relevant funds will be charged to the Company as reward in 2014.

Mr. JIAN Mingjun and Mr. ZHOU Xiaoquan have abstained from voting in respect of the relevant resolutions at the meeting of the Board.

(V) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 24 September 2014. As disclosed in the announcement, Mr. WANG Jinian resigned as non-executive Director, member of the Development and Strategy Committee and member of the Risk Management Committee of the Board on 24 September 2014. After consideration, the Board hereby proposed to appoint Mr. YU Zeyang (“ Mr. YU ”) as non-executive Director.

The biographical details of Mr. YU are as follows:

Mr. YU Zeyang , aged 45, currently the head of capital operation of China Pingmei Shenma Energy & Chemical Group Co., Ltd. (中國平煤神馬能源化工集團有限責任公司), general manager of Henan Zhongping Investment Co., Ltd. (河南中平投資有限公司), supervisor of Pingdingshan Tianan Coal Mining Co., Ltd. (平頂山天安煤業股份有限公司) (the shares of which are listed on the SSE; stock code: 601666) and director of Henan Xindaxin Materials Co., Ltd. (河南新大新材料股份有限公司) (the shares of which are listed on the Shenzhen Stock Exchange; stock code: 300080). During February 2005 to January 2011, Mr. YU served as deputy head of secretariat of the board of directors of Pingdingshan Coal (Group) Co., Ltd. (平頂山煤業(集團)有限責任公司), deputy chief of office of the board of directors of and deputy head of secretariat of general office of Pingdingshan Coal (Group) Co., Ltd. (平頂山煤業(集團)有限責任公司), and head of secretariat of general office of China Pingmei Shenma Energy & Chemical Group Co., Ltd. (中國平煤神馬能源化工集團有限責任公司). Mr. YU graduated from Jiaozuo Mining Institute (焦作礦業學院) with a bachelor’s degree in mining engineering in July 1992. He is currently a senior accountant.

Save as disclosed above, Mr. YU confirmed that (i) he does not hold any position of the Group nor any other directorship in other listed companies for the past three years; (ii) he does not have any relationship with any other Directors, supervisors, senior management, substantial or controlling Shareholders of the Company; and (iii) he does not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571).

– 13 –

LETTER FROM THE BOARD

Save as disclosed above, the Company considers that, there is no information which is discloseable nor is/was Mr. YU involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules of the Stock Exchange, and there are no other matters that need to be bought to the attention of the Shareholders of the Company. Mr. YU’s appointment as a non-executive Director shall take effect upon the obtaining of approval for the resolution regarding the appointment of Mr. YU as non-executive Director at the EGM from the Shareholders and the approval from the CSRC and/or relevant authorities of the State, and the Company will also enter into a service contract with him and consider to appoint Mr. YU as member of the Development and Strategy Committee and member of the Risk Management Committee. Mr. YU’s term of office will commence from the date of EGM or the date of approval from the CSRC and/or relevant authorities of the State (whichever is later) until the expiry of the term of the fourth session of the Board of the Company. His remuneration will be determined after considering the proposal by the Remuneration and Nomination Committee of the Board with reference to the remuneration of the other non-executive Directors.

(VI) PROPOSED AMENDMENT TO EXISTING ARTICLES

According to the development needs of the Company, after due and careful assessment, the Company proposed to set up an alternative investment subsidiary to conduct investment in financial products other than those stated in the List of Securities Investment Products for the Proprietary Trading of Securities Companies (《證券公司證券自營投資品種清單》). Pursuant to the Securities Law, the Company Law, the Regulations on Supervision and Management of Securities Companies (《證券公司監督管理條例》), the Tentative Provisions for the Examination and Approval of the Scope of Business of Securities Companies (《證券公司業務範圍審批暫行規定》), the Trial Provision for the Establishment of Subsidiaries by Securities Companies (《證券公司設立子公司試行規定》) and the relevant requirements of the laws and regulations of the PRC, the Company proposed to amend Article 17 of the existing Articles. Details are as follows:

Original version:

“Subject to the national laws and regulations and approval by the securities regulatory authorities, the Company can set up wholly-owned subsidiaries to conduct direct investment business.”

Proposed to be amended as follows:

“Subject to the national laws and regulations and approval by the securities regulatory authorities, the Company can set up wholly-owned subsidiaries to conduct direct investment business.

Pursuant to the laws and administrative regulations and relevant requirements of the CSRC, the Company can set up subsidiaries to conduct investment in financial products other than those stated in the List of Securities Investment Products for the Proprietary Trading of Securities Companies.”

– 14 –

LETTER FROM THE BOARD

The above amendment is subject to approval by Shareholders by way of special resolution at the EGM and obtaining of all necessary approval, authorization or registration from or filing with the relevant government or regulatory authorities (if applicable).

GENERAL INFORMATION

Given that the A Share Issue is subject to approval by the CSRC and other relevant regulatory authorities and may or may not proceed, Shareholders and investors shall exercise caution when dealing in the H Shares of the Company. The Company shall make further announcement to disclose any major updates and developments in respect of the A Share Issue in accordance with the Listing Rules and other applicable laws and regulations.

The EGM will be convened by the Company to seek approval from Shareholders for, inter alia, (i) the proposed A Share Issue; (ii) the proposed appointment and re-appointment of international and PRC accountants; (iii) the proposed increase of allowance of independent non-executive Directors; (iv) the proposed reward to Chairman and President; (v) the proposed appointment of non-executive Director; and (vi) the proposed amendment to the existing Articles. The Domestic Share Class Meeting and H Share Class Meeting will also be held by the Company respectively to seek approval from holders of Domestic Share and H Share for the proposed A Share Issue. Please be noted that, other than approval from Shareholders, the proposed A Share Issue is still subject to approval from the CSRC and other relevant regulatory authorities.

EGM, DOMESTIC SHARE CLASS MEETING AND H SHARE CLASS MEETING

The notices convening the EGM, Domestic Share Class Meeting and H Share Class Meeting of the Company to be held at 9:30 a.m., 10:30 a.m. or immediately after the conclusion of the EGM or any adjournment thereof (whichever is the later) and 11:00 a.m. or immediately after the conclusion of the Domestic Share Class Meeting or any adjournment thereof (whichever is the later) respectively on Friday, 14 November 2014 at Conference Room, 30/F, CCB Tower, 3 Connaught Road Central, Hong Kong, are set out on pages 17 to 32 of this circular.

No Shareholder is required to abstain from voting in connection with the matters to be resolved at the EGM, Domestic Share Class Meeting or H Share Class Meeting.

– 15 –

LETTER FROM THE BOARD

PRC as soon as possible, but in any event, not less than 24 hours before the time scheduled for holding the relevant meetings (or any adjournment thereof) as soon as practicable. Completion and delivery of the proxy forms will not preclude you from attending and voting in person at the relevant meetings or any adjournment if you so desire.

Voting

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, the respective resolutions as stated in the notice of EGM, notice of Domestic Share Class Meeting and notice of H Share Class Meeting will be taken by way of a poll under the Article 116 of the Articles.

During the poll, every Shareholder present in person or by proxy (or in case of Corporation, its duly authorised representative) at the EGM, Domestic Share Class Meeting or H Share Class Meeting shall have one vote for each Share registered in his/her name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.

RECOMMENDATION

The Board considered that all resolutions to be proposed at the EGM, Domestic Share Class Meeting and H Share Class Meeting are in the interests of the Company and the Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of all resolutions to be proposed at the meetings.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

ADDITIONAL INFORMATION

Your attention is drawn to the other information set out in the Appendices to this circular.

Yours faithfully, On behalf of the Board Central China Securities Co., Ltd. JIAN Mingjun Chairman

– 16 –

NOTICE OF EGM

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Central China Securities Co., Ltd.

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on 14 November 2014 (Friday) at Conference Room, 30/F, CCB Tower, 3 Connaught Road Central, Hong Kong, for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the announcement of the Company dated 29 September 2014 (the “ Announcement ”).

AS SPECIAL RESOLUTIONS

“ THAT :

Subject to the approval of the CSRC and other relevant regulatory authorities, the proposal of A Share Issue be considered and approved as follows:

Place of listing : SSE Type of Shares to be : Class A ordinary shares with a nominal value of issued and nominal RMB1.00 each value Number of A Shares to : The number of A Shares to be issued will be no be issued more than 877,205,000 shares (including any Shares that may be issued under the over-allotment option) and will not exceed 25% of the enlarged total issued share capital of the Company upon completion of the A Share Issue (including the H Shares, Domestic Shares and A Shares in issue). In particular, the total size of actual issue, overallotment and proportion of allotment will be determined by the Board or persons authorized by the Board pursuant to the authorizations from the general meeting of the Company, based on the capital requirements of the Company, communication with the regulatory authorities and the prevailing market conditions at the time of the issuance

– 17 –

NOTICE OF EGM

Target subscribers	:	Natural persons, legal entities and other
		institutional investors within the PRC in the
		territory of China that have maintained RMB
		ordinary shares (A Shares) holder accounts with the
		Shanghai Branch of China Securities Depository
		and Clearing Corporation Limited (except those
		prohibited by the PRC laws, administrative
		regulations, other applicable regulatory instruments
		and other regulatory requirements to which an
		issuer is subject to)
Strategic placing	:	According to the business cooperation and scale of
		financing needs, the Company intends to implement
		strategic placing under the A Share Issue so as to
		allot some of the A Shares to investors that satisfy
		the requirements of the laws and regulations and
		meet the development and strategic needs of the
		Company. The specific proportion of placing will be
		determined based on the requirements of the laws
		and regulations and subject to market conditions
Method of pricing	:	Subject to the approval of the A Share Issue by the
		CSRC, the Board of the Company will organize
		roadshow presentations with the sponsor (lead
		underwriter) and joint lead sponsors (if any) and
		conduct cumulative bidding price consultations
		within the price range where the issue price will be
		determined based on the results of the cumulative
		bidding price consultations and market conditions;
		or other methods of pricing as recognized by the
		CSRC
Method of issue	:	The A Share Issue will be conducted by a
		combination of offline price consultations to target
		placees and initial public offering or other methods
		as recognized by the CSRC
Transfer of state-owned	:	The state-owned shareholders of the Company shall
shares		fulfill their obligations to transfer 10% of the
		Shares actually issued by the Company under the A
		Share Issue (including the additional 10% of the
		Shares under the over-allotment option if exercised)
		as part of the transfer of Shares of the Company to
		the National Council for Social Security Fund. The
		matters relating to the implementation of the
		transfer of state-owned shares under the A Share
		Issue to the National Council for Social Security
		Fund shall be subject to the requirements of the
		relevant authorities of the State

– 18 –

NOTICE OF EGM

Conversion into a joint : According to the plan of A Share Issue and taking stock company with into account the H Shares of the Company in issue, limited liability with the Company will apply for the conversion into a domestic and joint stock company with limited liability with overseas listed domestic and overseas listed shares shares
Validity of the : The proposal of A Share Issue shall be subject to resolution approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting. Upon approval, the proposal of A Share Issue shall be valid for 12 months from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the proceeds from the A Share Issue, after deducting the expenses incurred for A Share Issue, be approved and confirmed to be fully used as working capital of the Company to support future business development of the Company and facilitate achievement of strategic growth objectives of the Company.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting, the Pre-A Share Issue Accumulated Profit Distribution Plan be approved and confirmed; and the taking effect of the Pre-A Share Issue Accumulated Profit Distribution Plan from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting be approved and confirmed.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the formulation and adoption of the A Share Issue Dividend Return Plan be approved and confirmed; and the taking effect of the A Share Issue Dividend Return Plan be approved and confirmed upon completion of the A Share Issue.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the formulation and adoption of the A Share Issue Price Stabilization Proposal be approved and confirmed; and the taking effect of the A Share Issue Price Stabilization Proposal be approved and confirmed upon completion of the A Share Issue.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the issuance of the A Share Issue Undertaking be approved and confirmed; and the taking effect of the A Share Issue Undertaking be approved and confirmed upon completion of the A Share Issue.

– 19 –

NOTICE OF EGM

Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the amendment to the Articles in relation to the A Share Issue be approved and confirmed; and the taking effect of the amendment to the Articles in relation to the A Share Issue be approved and confirmed upon completion of the A Share Issue.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting, the authorization to the Board and, with delegation by the Board, the Chairman be approved and confirmed to deal with matters relating to the A Share Issue (pursuant to which the Chairman may delegate other Directors to deal with matters relating to the A Share Issue), including but not limited to the following:
(1) engage intermediaries in connection with the A Share Issue and determine their fees;
(2) prepare, revise, execute and submit all documents relating to the A Share Issue;
(3) determine details of the proposal of the A Share Issue pursuant to the proposal of A Share Issue passed at the EGM and the provisions or requirements of securities regulatory authorities of the State Council based on the prevailing conditions of the market where the A Share Issue takes place (including but not limited to the A Share issue price, issue size, strategic placing and overallotment matters and proportion of placing, method of issue, target subscribers, timing of issue, proposed use of proceeds and other matters relating to the implementation of the proposal of the A Share Issue);
(4) submit the application of A share listing to the SSE and deal with matters relating to the listing and circulation of A Shares;
(5) final confirmation of the terms such as the listing approval date and reference number, registered capital, shareholding structure, custodian of shares and information disclosure publications in the Articles based on the actual conditions of the A share listing after the public offering and listing of A Shares by the Company, and deal with the registration of changes in particulars with the industry and commerce bureau;
(6) deal with other matters relating to the A share Issue; and
(7) the above authorization shall be valid for 12 months from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting.

– 20 –

NOTICE OF EGM

AS ORDINARY RESOLUTIONS

The re-appointment of Shinewing Certified Public Accountants (Special General Partnership) as the PRC accountant of the Company for 2014 be approved and confirmed; and the Board be authorized to determine their remuneration.
The appointment of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) as the international accountants of the Company for 2014 be approved and confirmed; and the Board be authorized to determine their remuneration.
The increase of allowance of the independent non-executive Directors from RMB126,000 (after tax) to RMB210,000 (after tax) per annum be approved and confirmed; and the Board be authorized to determine details of such adjustment.
The grant of shares equivalent to RMB1.0 million (before tax) and RMB600,000 (before tax) to Mr. JIAN Mingjun, Chairman of the Company, and Mr. ZHOU Xiaoquan, President of the Company, respectively (where the number of Shares for each of them is calculated at the share price on the execution date of the reward) as reward (which will be executed through the purchase of QDII products in accordance with the laws when relevant conditions are met or through other legal methods); and the Board be authorized to determine the details of execution of the reward.
Subject to the approval of the CSRC and/or the relevant authorities of the State, Mr. YU Zeyang be approved and appointed as a non-executive Director of the fourth session of the Board of the Company for a term commencing from the date of the approval at the EGM or the date of approval from the CSRC and/or the relevant authorities of the State (whichever is later) and ending upon expiry of the term of the fourth session of the Board of the Company; and the Board be authorized to determine its remuneration and finalize the terms of service contract.

AS SPECIAL RESOLUTION

The proposed amendment to Article 17 of the Articles be approved and confirmed; and the Board be authorized to revise the wordings of such amendment as appropriate (no approval from Shareholders is required for such revision), and execute relevant documents and/or take all relevant actions as it considers necessary or expedient and in the interest of the Company to effect the proposed amendment, comply with the PRC laws and regulations and meet the requirements of the relevant regulatory authorities of the State (if any); and deal with other matters arising from the amendment to the existing Articles.”

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

Henan, the PRC 29 September 2014

– 21 –

NOTICE OF EGM

Notes:

The register of members of the Company will be closed from 15 October 2014 to 14 November 2014 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares of the Company) or the head office in the PRC of the Company (for holders of domestic shares of the Company), no later than 4:30 p.m. on 14 October 2014.
Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.
In order to be valid, the proxy form for the EGM 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 EGM (or any adjournment thereof) for taking the poll. If the 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 proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the EGM or any adjourned meetings should they so wish.
Shareholders or their proxies shall provide their identity documents when attending the EGM.
Shareholders who intend to attend the EGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before 24 October 2014.
The EGM is expected to take one hour approximately. Shareholders attending the EGM 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, China.

– 22 –

NOTICE OF DOMESTIC SHARE CLASS MEETING

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Central China Securities Co., Ltd.

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a domestic share class meeting (the “ Domestic Share Class Meeting ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 10:30 a.m. on 14 November 2014 (Friday) at Conference Room, 30/F, CCB Tower, 3 Connaught Road Central, Hong Kong (or as soon thereafter as the EGM shall have been concluded or adjourned, whichever is later), for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the announcement of the Company dated 29 September 2014 (the “ Announcement ”).

AS SPECIAL RESOLUTIONS

“ THAT :

Subject to the approval of the CSRC and other relevant regulatory authorities, the proposal of A Share Issue be considered and approved as follows:

Place of listing : SSE Type of Shares to be : Class A ordinary shares with a nominal value of issued and nominal RMB1.00 each value Number of A Shares : The number of A Shares to be issued will be no more to be issued than 877,205,000 shares (including any Shares that may be issued under the over-allotment option) and will not exceed 25% of the enlarged total issued share capital of the Company upon completion of the A Share Issue (including the H Shares, Domestic Shares and A Shares in issue). In particular, the total size of actual issue, over-allotment and proportion of allotment will be determined by the Board or persons authorized by the Board pursuant to the authorizations from the general meeting of the Company, based on the capital requirements of the Company, communication with the regulatory authorities and the prevailing market conditions at the time of the issuance

– 23 –

NOTICE OF DOMESTIC SHARE CLASS MEETING

Target subscribers : Natural persons, legal entities and other institutional investors in the territory of China that have maintained RMB ordinary shares (A Shares) holder accounts with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (except those prohibited by the PRC laws, administrative regulations, other applicable regulatory instruments and other regulatory requirements to which an issuer is subject to)
Strategic placing : According to the business cooperation and scale of financing needs, the Company intends to implement strategic placing under the A Share Issue so as to allot some of the A Shares to investors that satisfy the requirements of the laws and regulations and meet the development and strategic needs of the Company. The specific proportion of placing will be determined based on the requirements of the laws and regulations and subject to market conditions
Method of pricing : Subject to the approval of the A Share Issue by the CSRC, the Board of the Company will organize roadshow presentations with the sponsor (lead underwriter) and joint lead sponsors (if any) and conduct cumulative bidding price consultations within the price range where the issue price will be determined based on the results of the cumulative bidding price consultations and market conditions; or other methods of pricing as recognized by the CSRC
Method of issue : The A Share Issue will be conducted by a combination of offline price consultations to target placees and initial public offering or other methods as recognized by the CSRC
Transfer of state: The state-owned shareholders of the Company shall owned shares fulfill their obligations to transfer 10% of the Shares actually issued by the Company under the A Share Issue (including the additional 10% of the Shares under the over-allotment option if exercised) as part of the transfer of Shares of the Company to the National Council for Social Security Fund. The matters relating to the implementation of the transfer of state-owned shares under the A Share Issue to the National Council for Social Security Fund shall be subject to the requirements of the relevant authorities of the State

– 24 –

NOTICE OF DOMESTIC SHARE CLASS MEETING

Conversion into a : According to the plan of A Share Issue and taking joint stock into account the H Shares of the Company in issue, company with the Company will apply for the conversion into a limited liability joint stock company with limited liability with with domestic and domestic and overseas listed shares overseas listed shares
Validity of the : The proposal of A Share Issue shall be subject to resolution approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting. Upon approval, the proposal of A Share Issue shall be valid for 12 months from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the proceeds from the A Share Issue, after deducting the expenses incurred for A Share Issue, be approved and confirmed to be fully used as working capital of the Company to support future business development of the Company and facilitate achievement of strategic growth objectives of the Company.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting, the Pre-A Share Issue Accumulated Profit Distribution Plan be approved and confirmed; and the taking effect of the Pre-A Share Issue Accumulated Profit Distribution Plan from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting be approved and confirmed.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the formulation and adoption of the A Share Issue Dividend Return Plan be approved and confirmed; and the taking effect of the A Share Issue Dividend Return Plan be approved and confirmed upon completion of the A Share Issue.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the formulation and adoption of the A Share Issue Price Stabilization Proposal be approved and confirmed; and the taking effect of the A Share Issue Price Stabilization Proposal be approved and confirmed upon completion of the A Share Issue.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the issuance of the A Share Issue Undertaking be approved and confirmed; and the taking effect of the A Share Issue Undertaking be approved and confirmed upon completion of the A Share Issue.

– 25 –

NOTICE OF DOMESTIC SHARE CLASS MEETING

Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the amendment to the Articles in relation to the A Share Issue be approved and confirmed; and the taking effect of the amendment to the Articles in relation to the A Share Issue be approved and confirmed upon completion of the A Share Issue.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting, the authorization to the Board and, with delegation by the Board, the Chairman be approved and confirmed to deal with matters relating to the A Share Issue (pursuant to which the Chairman may delegate other Directors to deal with matters relating to the A Share Issue), including but not limited to the following:
(1) engage intermediaries in connection with the A Share Issue and determine their fees;
(2) prepare, revise, execute and submit all documents relating to the A Share Issue;
(3) determine details of the proposal of the A Share Issue pursuant to the proposal of A Share Issue passed at the EGM and the provisions or requirements of securities regulatory authorities of the State Council based on the prevailing conditions of the market where the A Share Issue takes place (including but not limited to the A Share issue price, issue size, strategic placing and overallotment matters and proportion of placing, method of issue, target subscribers, timing of issue, proposed use of proceeds and other matters relating to the implementation of the proposal of the A Share Issue);
(4) submit the application of A share listing to the SSE and deal with matters relating to the listing and circulation of A Shares;
(5) final confirmation of the terms such as the listing approval date and reference number, registered capital, shareholding structure, custodian of shares and information disclosure publications in the Articles based on the actual conditions of the A share listing after the public offering and listing of A Shares by the Company, and deal with the registration of changes in particulars with the industry and commerce bureau;
(6) deal with other matters relating to the A share Issue; and
(7) the above authorization shall be valid for 12 months from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting.”

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

Henan, the PRC 29 September 2014

– 26 –

NOTICE OF DOMESTIC SHARE CLASS MEETING

Notes:

The register of members of the Company will be closed from 15 October 2014 to 14 November 2014 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the Domestic Share Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the head office in the PRC of the Company no later than 4:30 p.m. on 14 October 2014.
Shareholders who are entitled to attend and vote at the Domestic Share Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.
In order to be valid, the proxy form for the Domestic Share Class Meeting must be deposited by hand or post, 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 Domestic Share Class Meeting (or any adjournment thereof) for taking the poll. If the 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 proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the Domestic Share Class Meeting or any adjourned meetings should they so wish.
Shareholders or their proxies shall provide their identity documents when attending the Domestic Share Class Meeting.
Holders of domestic shares of the Company who intend to attend the Domestic Share Class Meeting should complete the reply slip and return it by hand or by post to the head office in the PRC of the Company on or before 24 October 2014.
The Domestic Share Class Meeting is expected to take half an hour approximately. Shareholders attending the Domestic Share Class Meeting 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, China.

– 27 –

NOTICE OF H SHARE CLASS MEETING

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Central China Securities Co., Ltd.

(Stock Code: 01375)

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that an H share class meeting (the “ H Share Class Meeting ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 11:00 a.m. on 14 November 2014 (Friday) at Conference Room, 30/F, CCB Tower, 3 Connaught Road Central, Hong Kong (or as soon thereafter as the Domestic Share Class Meeting shall have been concluded or adjourned, whichever is later), for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the announcement of the Company dated 29 September 2014 (the “ Announcement ”).

AS SPECIAL RESOLUTIONS

“ THAT :

Subject to the approval of the CSRC and other relevant regulatory authorities, the proposal of A Share Issue be considered and approved as follows:

Place of listing : SSE Type of Shares to be issued : Class A ordinary shares with a nominal value and nominal value of RMB1.00 each Number of A Shares to : The number of A Shares to be issued will be no be issued more than 877,205,000 shares (including any Shares that may be issued under the overallotment option) and will not exceed 25% of the enlarged total issued share capital of the Company upon completion of the A Share Issue (including the H Shares, Domestic Shares and A Shares in issue). In particular, the total size of actual issue, over-allotment and proportion of allotment will be determined by the Board or persons authorized by the Board pursuant to the authorizations from the general meeting of the Company, based on the capital requirements of the Company, communication with the regulatory authorities and the prevailing market conditions at the time of the issuance

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NOTICE OF H SHARE CLASS MEETING

Target subscribers	:	Natural persons, legal entities and other
		institutional investors in the territory of China
		that have maintained RMB ordinary shares (A
		Shares) holder accounts with the Shanghai
		Branch of China Securities Depository and
		Clearing Corporation Limited (except those
		prohibited by the PRC laws, administrative
		regulations, other applicable regulatory
		instruments and other regulatory requirements
		to which an issuer is subject to)
Strategic placing	:	According to the business cooperation and
		scale of financing needs, the Company intends
		to implement strategic placing under the A
		Share Issue so as to allot some of the A Shares
		to investors that satisfy the requirements of the
		laws and regulations and meet the
		development and strategic needs of the
		Company. The specific proportion of placing
		will be determined based on the requirements
		of the laws and regulations and subject to
		market conditions
Method of pricing	:	Subject to the approval of the A Share Issue by
		the CSRC, the Board of the Company will
		organize roadshow presentations with the
		sponsor (lead underwriter) and joint lead
		sponsors (if any) and conduct cumulative
		bidding price consultations within the price
		range where the issue price will be determined
		based on the results of the cumulative bidding
		price consultations and market conditions; or
		other methods of pricing as recognized by the
		CSRC
Method of issue	:	The A Share Issue will be conducted by a
		combination of offline price consultations to
		target placees and initial public offering or
		other methods as recognized by the CSRC
Transfer of state-owned	:	The state-owned shareholders of the Company
shares		shall fulfill their obligations to transfer 10% of
		the Shares actually issued by the Company
		under the A Share Issue (including the
		additional 10% of the Shares under the over-
		allotment option if exercised) as part of the
		transfer of Shares of the Company to the
		National Council for Social Security Fund.
		The matters relating to the implementation of
		the transfer of state-owned shares under the A
		Share Issue to the National Council for Social
		Security Fund shall be subject to the
		requirements of the relevant authorities of the
		State

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NOTICE OF H SHARE CLASS MEETING

Conversion into a joint stock company with limited liability with domestic and overseas listed shares

  - : According to the plan of A Share Issue and taking into account the H Shares of the Company in issue, the Company will apply for the conversion into a joint stock company with limited liability with domestic and overseas listed shares

Validity of the resolution : The proposal of A Share Issue shall be subject to approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting. Upon approval, the proposal of A Share Issue shall be valid for 12 months from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the proceeds from the A Share Issue, after deducting the expenses incurred for A Share Issue, be approved and confirmed to be fully used as working capital of the Company to support future business development of the Company and facilitate achievement of strategic growth objectives of the Company.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting, the Pre-A Share Issue Accumulated Profit Distribution Plan be approved and confirmed; and the taking effect of the Pre-A Share Issue Accumulated Profit Distribution Plan from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting be approved and confirmed.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the formulation and adoption of the A Share Issue Dividend Return Plan be approved and confirmed; and the taking effect of the A Share Issue Dividend Return Plan be approved and confirmed upon completion of the A Share Issue.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the formulation and adoption of the A Share Issue Price Stabilization Proposal be approved and confirmed; and the taking effect of the A Share Issue Price Stabilization Proposal be approved and confirmed upon completion of the A Share Issue.

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NOTICE OF H SHARE CLASS MEETING

Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the issuance of the A Share Issue Undertaking be approved and confirmed; and the taking effect of the A Share Issue Undertaking be approved and confirmed upon completion of the A Share Issue.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting and the completion of the A Share Issue, the amendment to the Articles in relation to the A Share Issue be approved and confirmed; and the taking effect of the amendment to the Articles in relation to the A Share Issue be approved and confirmed upon completion of the A Share Issue.
Subject to the passing of special resolution no. (1) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting, the authorization to the Board and, with delegation by the Board, the Chairman be approved and confirmed to deal with matters relating to the A Share Issue (pursuant to which the Chairman may delegate other Directors to deal with matters relating to the A Share Issue), including but not limited to the following:
(1) engage intermediaries in connection with the A Share Issue and determine their fees;
(2) prepare, revise, execute and submit all documents relating to the A Share Issue;
(3) determine details of the proposal of the A Share Issue pursuant to the proposal of A Share Issue passed at the EGM and the provisions or requirements of securities regulatory authorities of the State Council based on the prevailing conditions of the market where the A Share Issue takes place (including but not limited to the A Share issue price, issue size, strategic placing and overallotment matters and proportion of placing, method of issue, target subscribers, timing of issue, proposed use of proceeds and other matters relating to the implementation of the proposal of the A Share Issue);
(4) submit the application of A share listing to the SSE and deal with matters relating to the listing and circulation of A Shares;
(5) final confirmation of the terms such as the listing approval date and reference number, registered capital, shareholding structure, custodian of shares and information disclosure publications in the Articles based on the actual conditions of the A share listing after the public offering and listing of A Shares by the Company, and deal with the registration of changes in particulars with the industry and commerce bureau;

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NOTICE OF H SHARE CLASS MEETING

(6) deal with other matters relating to the A share Issue; and
(7) the above authorization shall be valid for 12 months from the date of passing of such resolution at the EGM, Domestic Share Class Meeting and H Share Class Meeting.”

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

Henan, the PRC 29 September 2014

Notes:

The register of members of the Company will be closed from 15 October 2014 to 14 November 2014 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the H Share Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on 14 October 2014.
Shareholders who are entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.
In order to be valid, the proxy form for the H Share Class Meeting 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 not less than 24 hours before the time for holding the H Share Class Meeting (or any adjournment thereof) for taking the poll. If the 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 proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the H Share Class Meeting or any adjourned meetings should they so wish.
Shareholders or their proxies shall provide their identity documents when attending the H Share Class Meeting.
Holders of H Shares of the Company who intend to attend the H Share Class Meeting should complete the reply slip and return it by hand or by post to the H share registrar of the Company on or before 24 October 2014.
The H Share Class Meeting is expected to take half an hour approximately. Shareholders attending the H Share Class Meeting 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, China.

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A SHARE ISSUE DIVIDEND RETURN PLAN

APPENDIX I

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

The full text of the Dividend Return Plan with respect to the Initial Public Offering RMB Ordinary Shares (A Shares) to be formulated and adopted by the Company with respect to the A Share Issue is set out as follows:

“In preparation for the application for the initial public offering and listing of the RMB ordinary shares (A Shares), Central China Securities Co., Ltd. (hereafter referred to as the “Company”) has formulated the dividend return plan upon listing of the Company based on the actual conditions of the Company in accordance with the relevant requirements of the CSRC and the stock exchange where the Company is listed as follows:

Pursuant to the Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies (《關於進一步落實上市公司現金分紅有關事項的通知》) and other requirements of the CSRC, to fully safeguard the rights of entitlement of the Shareholders of the Company by laws such as return on assets, improve the decision-making procedures and mechanisms of the Company’s profit distribution by the Board and general meeting, further refine the provisions regarding the policies of dividend distribution in its Articles and increase the transparency and operability of decision-making on dividend distribution, after seeking advice from the Board and Shareholders of the Company, the Board of the Company has formulated this plan according to the special researches and investigations on the dividend distribution to the Shareholders by the Board of the Company.

I. FACTORS CONSIDERED IN FORMULATING THE SHAREHOLDERS’ DIVIDEND RETURN PLAN

Committed to long-term and sustainable development, the Company has established a sustainable, stable and scientific return mechanism taking into account the operating conditions of the Company, external financing environment and Shareholders’ advice and concerns over dividend distribution, to ensure the continuity and stability of its profit distribution policy.

II. PRINCIPLES FOR FORMULATION OF THE SHAREHOLDERS’ DIVIDEND RETURN PLAN

Provided that the sustainable development of the Company is ensured, the Company shall fully safeguard the rights of entitlement of the Shareholders of the Company by laws such as return on assets and increase the transparency and operability of decision-making on dividend distribution.

III. SHAREHOLDERS’ DIVIDEND RETURN PLAN IN THE FUTURE

The Company shall fully consider and listen to the opinions of the Shareholders (in particular the minority Shareholders) and independent Directors and shall make distribution mainly in cash dividend. In the absence of material investment plans, major cash expenditures and other matters that prohibit dividend distribution pursuant to relevant laws and regulations and regulatory documents, the profits distributed by way of cash dividend each year shall represent no less than 50% of the profits available for distribution recognized during that year[1] .

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APPENDIX I

A SHARE ISSUE DIVIDEND RETURN PLAN

Material investment plans and major cash expenditures refer to one of the following circumstances:

Where the Company intends to make external investments and acquire assets with accumulated expenditures in the coming twelve months up to or exceeding 20% of the latest net audited assets of the Company;
Where the Company intends to make external investments or acquire assets with total expenditures in the coming twelve months up to or exceeding 10% of the latest total audited assets of the Company.

In addition to cash dividend distribution, the Company may also distribute its profits by way of stock dividend. However, in the event that no cash dividend is made by the Company during that year, profits shall not be distributed by way of stock dividend alone.

The Company may distribute interim profits.

IV. DECISION-MAKING PROCEDURES AND MECHANISM OF THE COMPANY’S PROFIT DISTRIBUTION POLICY

The formulation and amendment of profit distribution policy of the Company shall be proposed by the Board of the Company at the general meeting of the Company. The profit distribution policy shall be formulated based on thorough discussion with independent Directors after due consideration of the profit distribution policy and taking into account the stable, sustainable and scientific returns to the Shareholders.

Where there are significant changes to the external operating environment of the Company or the existing profit distribution policy may affect the sustainable development of the Company, the Board of the Company may propose to change such policy, which shall be made in interests of the Shareholders and investors, and provide reasons with details for the changes when submitting the proposed resolutions at the general meeting. The revised profit distribution policy shall not violate the relevant requirements of the CSRC and the stock exchange where the Company is listed.

Any formulation and amendment to the profit distribution policy proposed by the Board of the Company shall be passed by a simple majority of the Board and more than half of the independent Directors who shall express independent opinion on the formulation or amendment to the profit distribution policy.

Such formulation and amendment to the profit distribution policy shall be submitted to the general meeting of the Company and passed by the Shareholders in aggregate holding more than two-thirds of voting rights of all the Shareholders present thereat. In considering such proposed resolution at the general meeting, the Board shall fully listen to the opinions of the Shareholders, in particular the minority Shareholders. In addition to voting in person at the meeting, the Company shall make available to the Shareholders an online voting system.

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APPENDIX I

A SHARE ISSUE DIVIDEND RETURN PLAN

Before convening the general meeting, the independent Directors of the Company may solicit the voting rights at the general meeting from the public Shareholders of the Company. The exercise of the above duties and powers by the independent Directors shall obtain consent from more than half of all the independent Directors.

V. DECISION-MAKING PROCEDURES AND MECHANISM OF THE COMPANY’S PROFIT DISTRIBUTION PROPOSAL

When formulating the annual or interim profit distribution policy, the Board of the Company shall, taking into account the operating figures, profit margin, cash flow position, stage of development and current fund requirement and considering the opinions of the Shareholders (in particular the minority Shareholders) and independent Directors, study and discuss the timing, conditions and minimum ratio, adjustment conditions, decision-making procedures in relation to distribution of cash dividend and any other related matters. Independent Directors shall express their opinions thereon.

Any profit distribution proposal made by the Board shall be passed by a simple majority of the Board and more than half of all the independent Directors.

Any profit distribution proposal made at the general meeting of the Company shall be passed by the Shareholders in aggregate holding more than half of voting rights of all the Shareholders present thereat. In considering the profit distribution proposal at the general meeting, the Board shall proactively communicate and exchange views with the Shareholders, in particular the minority Shareholders, by various means to gather their opinions and demands and shall promptly answer issues of their concerns.

Upon passing of the profit distribution proposal at the general meeting of the Company, the Board of the Company shall distribute the dividends (or shares) within two months from the convening of the general meeting.

VI. ARRANGEMENT ON THE USE OF UNDISTRIBUTED PROFITS

The retained undistributed profits of the Company should be mainly used to supplement capital expenditure such as operating fund and external investment, gradually expand business scale, optimize financing structure, facilitate the Company’s rapid development and achieve the future plans and development objectives of the Company in a planned and systematic manner with a view to maximizing the interests of the Shareholders.

VII. FORMULATION PERIOD OF SHAREHOLDERS’ DIVIDEND RETURN PLAN

The Company shall formulate the dividend return plan every three years. The Company may make proper and necessary amendments to the Shareholders’ dividend return plan based on the opinions of the Shareholders (in particular the minority Shareholders) and the independent Directors, and continue to improve the decision-making procedures and mechanism of the Board and general meeting on profit distribution of the Company.

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A SHARE ISSUE DIVIDEND RETURN PLAN

APPENDIX I

VIII. INFORMATION DISCLOSURE ON PROFIT DISTRIBUTION OF THE COMPANY

The secretary to the Board is mainly responsible for the information disclosure of profit distribution matters.

The Company shall disclose in details the formulation and implementation of the cash dividend distribution policy in its regular reports in accordance with relevant provisions including compliance with the Articles or resolutions of the general meeting, accuracy and clarity of profit distribution standard and proportion, completeness of relevant decision-making procedures and mechanisms, fulfillment of obligation and contributions of the independent Directors, whether or not the minority Shareholders’ opinions and demands have been fully taken into consideration and whether or not the legal rights of the minority Shareholders have been fully protected. For adjustment or change of cash profit distribution policy, it is also required to explain whether the conditions and procedures of adjustment or change meet the requirements in details.

IX. OBTAINING OPINION OF SHAREHOLDERS REGARDING PROFIT DISTRIBUTION

The office of the Board of the Company is responsible for the management of the relationship with the investors, answering their general inquiries, obtaining the opinions and demands of the Shareholders fully, in particular, the minority Shareholders, regarding the Shareholders’ Dividend Return Plan and profit distribution and timely address the concerns of the minority Shareholders.”

Note:

The distribution of cash dividend representing no less than 50% of the profits available for distribution each year only reflects the Company’s dividend distribution plan in the first three years upon completion of the A Share Issue, and such figure may be adjusted under the review of the A Share Issue Dividend Return Plan every three years pursuant to section VII therein. On the other hand, the requirement of distribution of cash dividend representing no less than 20% of the profits available for distribution each year as set out in clause 22 (Article 279 of the Articles) of Appendix IV to this circular represents the dividend distribution plan of the Company at all time.

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APPENDIX II A SHARE ISSUE PRICE STABILIZATION PROPOSAL

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

The full text of the Post-Listing Price Stabilization Proposal with respect to the Initial Public Offering RMB Ordinary Shares (A Shares) to be formulated and adopted by the Company with respect to the A Share Issue is set out as follows:

“In accordance with the Opinions Regarding Further Promotion of Structural Reforms on Issue of New Shares (《關於進一步推進新股發行體制改革的意見》) (CSRC Notice [2013] No. 42) and other requirements of the CSRC, Central China Securities Co., Ltd. (hereafter referred to as the “Company”) has formulated the price stabilization proposal upon the initial public offering of A Shares. Details are set out as follows:

I. CONDITIONS THAT TRIGGER PRICE STABILIZATION MEASURES

Within three years from the date of listing of the A Shares of the Company, where the closing price of the A Shares for 20 consecutive trading days falls below the latest audited net asset per Share of the Company, the Company shall activate the price stabilization measures according to the terms stated in the “Detailed measures of price stabilization proposal” below. (Net asset per Share = total equity attributable to ordinary shareholders of the parent in the consolidated financial statements ÷ total number of the Shares of the Company at the end of the period (the same below); in the event of ex-entitlements and ex-dividends, adjustment shall be made to the above closing price of the Shares (the same below).)
The repurchase of Shares by the Company, share acquisition by the controlling Shareholders and share acquisition by the Directors and senior management (where the laws and regulations permit, Directors and senior management who may deal in A Shares (the same below)) shall comply with the relevant laws and regulations and regulatory documents of the CSRC, stock exchanges and other securities regulatory authorities[1] . Upon occurrence of any one of the following circumstances, the implementation of price stabilization measures shall end and the price stabilization proposal so announced shall be terminated: i) where the closing price of the Shares of the Company for five consecutive trading days is higher than the latest audited net asset per Share of the Company; or ii) where the ongoing implementation of the measures shall result in violation of the listing requirements with respect to the distribution of shareholding of the Company. Where the implementation or ongoing implementation of any one of the measures shall result in violation of the listing requirements with respect to the distribution of shareholding of the Company, such measures shall not be implemented or shall be terminated immediately and the corresponding price stabilization obligations of such measure shall be deemed to have been fulfilled.

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APPENDIX II A SHARE ISSUE PRICE STABILIZATION PROPOSAL

II. DETAILED MEASURES OF PRICE STABILIZATION PROPOSAL

(1) Price stabilization measures of the Company
Where the closing price of the A Shares of the Company for 20 consecutive trading days falls below the latest audited net asset per Share of the Company, the Board of the Company shall activate the share repurchase plan within 10 trading days and announce the details of the share repurchase plan, disclosing the number of Shares to be repurchased, price range and time of completion. The share repurchase plan of the Company shall be passed at the general meeting of the Company by way of special resolution.
The Shares so repurchased by the Company, save as compliance with the relevant laws and regulations and regulatory documents, shall also meet the following requirements: the funds used to repurchase Shares in any single year shall not be higher than 20% of the latest audited net profits or the price stabilization measures shall no longer continue to be implemented in that year.
Where the Company has not adopted the above price stabilization measures, the Company and the Directors and senior management liable thereto shall make a public apology on the media designated for information disclosure by the securities regulatory authorities. The Company shall continue to fulfill the obligation to formulate the share repurchase plan as soon as possible and the Directors and senior management shall monitor the Company in performance of the aforesaid obligation.

(2) Price stabilization measures of the controlling Shareholders

Provided that the controlling Shareholders of the Company are in compliance with the requirements of the securities regulatory authorities and stock exchanges with respect to the acquisition of shares in the listed company by the controlling Shareholders, the controlling Shareholders shall propose the share acquisition plan and submit to the Board of the Company within 10 trading days from the date of activating the conditions for price stabilization measures so that the Company may issue an announcement according to the relevant requirements. The share acquisition plan shall include the number of Shares proposed to be acquired, price range and time of completion. The controlling Shareholders shall complete the required approval procedures (if necessary) in accordance with the laws and notify the Company within three trading days upon obtaining the approval regarding the disclosure of the approved share acquisition plan. The controlling Shareholders will acquire the Shares of the Company by way of centralized bidding or other methods as recognized by the securities regulatory authorities. The funds used to acquire Shares by the controlling Shareholders in any single financial year shall be no less than 20% but not more than 50% of the total cash dividends distributed by the Company for the prior financial year or the price stabilization measures shall no longer continue to be implemented in that year.

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APPENDIX II A SHARE ISSUE PRICE STABILIZATION PROPOSAL

Where the controlling Shareholders have not adopted the above price stabilization measures, the controlling Shareholders shall announce the relevant details on the newspapers designated by the CSRC, timely and fully disclose the reasons for its non-fulfillment, failed or untimely fulfillment and make an apology to the investors. Meanwhile, the Company have the right to temporarily retain an amount equivalent to the cash dividends payable to the controlling Shareholders until the controlling Shareholders have fulfilled their obligations to acquire Shares.

(3) Price stabilization measures of Directors and senior management

Where the closing price of the A Shares of the Company remains below the latest audited net asset per Share of the Company for 20 consecutive trading days from the date on which the implementation of the price stabilization measures ends or fails to be implemented for the share repurchase by the Company and the share acquisition by the controlling Shareholders, the Directors and senior management of the Company shall, so far as the laws and regulations[1] permit in connection with the dealing in A Shares, notify the Company in writing regarding their plan to acquire Shares in the Company within 10 trading days (including the number of Shares proposed to be acquired, price range and time of completion) so that the Company may issue an announcement.
The Shares of the Company so acquired by the Directors and senior management of the Company, save as compliance with the relevant laws and regulations and regulatory documents[1] , shall also meet the following requirements: the funds used to acquire Shares in any single year shall not be higher than 20% of the accumulated post-tax remuneration and/or allowance received from the Company for the prior year or the price stabilization measures shall no longer continue to be implemented in that year.
Where the Directors and senior management of the Company have not adopted the above price stabilization measures, the Directors and senior management shall announce the relevant details on the newspapers designated by the CSRC, timely and fully disclose the reasons for its non-fulfillment, failed or untimely fulfillment and make an apology to the investors. Meanwhile, the Company has the right to retain an amount equivalent to the remuneration of the Directors and senior management who are yet to fulfill their obligations to acquire Shares to fund the total amount used for share acquisition.
Within three years from the date of listing of A Shares of the Company, where the Directors and senior management are newly appointed by the Company, the Company shall request such newly appointed Directors and senior management to fulfill the relevant undertakings made by the Directors upon the listing of the A Shares of the Company.”

Note:

The relevant laws, regulations and regulatory documents includes the Listing Rules of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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A SHARE ISSUE UNDERTAKING

APPENDIX III

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

The full text of the undertaking to be issued by the Company with respect to the A Share Issue is set out as follows:

“LETTER OF UNDERTAKING

The Company hereby solemnly undertakes that:

I. Within the three years of the initial public offering and listing of the A Shares of the Company on the SSE, where the closing price of the A Shares of the Company for 20 consecutive trading days falls below the latest audited net asset per Share of the Company, the Board of the Company shall activate the share repurchase plan within 10 trading days and announce the details of the share repurchase plan, disclosing the number of Shares to be repurchased, price range and time of completion. The share repurchase plan of the Company shall be passed at the general meeting of the Company by way of special resolution.

The Shares so repurchased by the Company, save as compliance with the relevant laws and regulations and regulatory documents, shall also meet the following requirements: the funds used to repurchase Shares in any single year shall not be higher than 20% of the latest audited net profits or the price stabilization measures shall no longer continue to be implemented in that year.

Where the Company has not adopted the above price stabilization measures, the Company and the Directors and senior management liable thereto shall make a public apology on the media designated for information disclosure by the securities regulatory authorities. The Company shall continue to fulfill the obligation to formulate the share repurchase plan as soon as possible and the Directors and senior management shall monitor the Company in performance of the aforesaid obligation.

II. The Company undertakes that the prospectus and the relevant reporting documents in connection with the initial public offering of the A Shares of the Company are true, accurate and complete. In the event that there are any false contents, misleading statements or material omission in the prospectus, which would result in material or substantial impact on assessing whether the Company satisfies the issuance conditions as required by laws, within 30 days from the effective date of legal instrument confirming such facts by the competent authorities, the Company shall repurchase all new Shares under the initial public offering of A Shares in accordance with the laws. The Company shall repurchase the above Shares through the bidding system of the stock exchange and the price of share repurchase shall be the higher of the issue price plus the interests on bank demand deposits for such period or the weighted average price of the Shares within 30 trading days prior to the effective date of legal instrument confirming such facts by the competent

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A SHARE ISSUE UNDERTAKING

APPENDIX III

authorities (for any dividend distribution, conversion of capital reserve and placing of shares that take place during the period, the price shall be calculated at ex-dividend and ex-entitlement basis). The Company shall compensate the losses of the investors in accordance with the laws due to any false contents, misleading statements or material omission as a result of which investors suffer from losses in the securities transactions.

III. Where the Company is in breach of the above undertakings, the Company shall announce the relevant details on the newspapers designated by the CSRC, timely and fully disclose the reasons for its non-fulfillment, failed or untimely fulfillment and make an apology to the investors. In addition, the Company shall be subject to social supervision to ensure that the legal rights of the investors are effectively safeguarded.

We hereby make the above undertakings.

Undertaker: Central China Securities Co., Ltd. Legal representative:

Date”

– III-2 –

APPENDIX IV AMENDMENTS TO ARTICLES IN RELATION TO A SHARE ISSUE

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

The full text of the amended Articles in relation to the A Share Issue is set out as follows:

“1. Article 1 to be amended as follows: “These Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (the “ PRC ”) (the “ Company Law ”), the Securities Law of the PRC (the “ Securities Law ”), Special Provisions of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Companies (the “ Special Provisions ”), Mandatory Provisions for Articles of Association of Companies to be Listed Overseas, the Letter of Opinions on Supplementary Amendments to Articles of Association of Companies to be listed in Hong Kong, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”), the Guidelines for the Articles of Association of Listed Companies of the CSRC and other relevant provisions, to safeguard the legal interests of Central China Securities Co., Ltd. (the “ Company ”), its shareholders and creditors thereof, and to regulate the organization and conduct of the company.”
Article 3 to be amended as follows: “The registered capital is RMB[ ].”
Article 22 to be added as follows: “The domestic shares issued by the Company are under centralized depositary of China Securities Depository and Clearing Corporation Limited.”
Article 24 to be renumbered as Article 25 and amended as follows: “The Company was approved by the securities regulatory authority of the State Council to issue 598,100,000 overseas listed foreign shares in the form of initial public offering on 22 April 2014 to the foreign investors, and was listed on HKEx on 25 June 2014.

With the approval from the CSRC on [ ], the Company issued [ ] RMB ordinary shares, which were listed on the [ ] stock exchange on [ ].

The share capital structure of the Company is as follows: [ ] ordinary shares, in which the domestic shareholders hold [ ], accounting for [ ]% of total ordinary shares issued by the Company; the shareholders of the overseas listed foreign shares hold 657,910,000 shares, accounting for [ ]% of total ordinary shares issued by the Company.”

Article 65 to be added as follows: “For shareholders who hold more than 5% voting shares of the Company, where the shares held by them are pledged, they shall make a written report to the Company on the date which the pledge takes place.”

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APPENDIX IV AMENDMENTS TO ARTICLES IN RELATION TO A SHARE ISSUE

Article 73 to be renumbered as Article 75 and Clause 2 thereunder be amended as follows: “If the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. If the Board does not agree to hold the extraordinary general meeting, it shall give the reasons and make an announcement.”
Article 85 to be renumbered as Article 87 and Clause 2 thereunder be amended as follows: “The election of each Director and supervisor shall be proposed by separate resolutions except that the election is carried out by cumulative voting.”
Article 99 to be added as follows: “The convener and the lawyers engaged by the Company shall jointly verify the validity of the shareholders’ qualifications and shall register the names of shareholders and the number of voting shares they hold. The registration for the meeting shall be terminated before the presider of the meeting announces the number of shareholders and proxies present at the meeting as well as the total number of voting shares they hold.”
Article 99 to be renumbered as Article 102 and amended as follows: “At the annual general meeting, the Board and supervisory committee shall report their work for the past year to the general meeting. Each independent Director shall also issue a work report.”
Article 114 to be added as follows: “Shareholders (including proxies) shall exercise their voting rights according to the number of voting rights they represent. Each share shall carry one voting right.”

Where material matters affecting the interests of the minority investors are being considered at the general meeting, the votes by the minority investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.

Shares held by the Company have no voting rights. This portion of shares is not considered as part of the total number of shares with voting rights and entitled to be present at the general meetings.

The Board, independent Directors of the Company and shareholders that meet the relevant requirements can publicly solicit voting rights from shareholders, provided that sufficient disclosure of information such as the specific voting preference shall be made to the shareholders from whom voting rights are being solicited. No consideration or other form of de facto consideration shall be involved in the solicitation of voting rights from shareholders. The Company shall not impose any limitation relating to minimum shareholdings on the solicitation of voting rights.”

Article 116 to be added as follows: “In order to ensure that the general meeting is legitimate and valid, the Company shall, by different channels and means, provide electronic voting platform and other modern information technology methods in priority for the convenience of shareholders attending the general meeting.”

– IV-2 –

APPENDIX IV AMENDMENTS TO ARTICLES IN RELATION TO A SHARE ISSUE

Article 113 to be renumbered as Article 118 and amended as follows: “List of Director and supervisor candidates shall be provided by way of proposals at the general meeting.

The Board shall provide the shareholders with resumes and basic information of Director and supervisor candidates.

When voting on the election of Directors and supervisors, the general meeting may implement cumulative voting system according to these Articles or the resolution of the general meeting.

Cumulative voting system referred in the above clause means a system whereby each share, at voting to elect Directors or supervisors at a general meeting, carries the number of voting rights equivalent to the number of the Directors or supervisors to be elected, and a shareholder may concentrate his or her voting rights[1] .

The Director candidates shall be nominated by the previous session of the Board, or the shareholders individually or jointly holding no less than 3% of the total of the Company’s shares. The nomination methods and procedures of independent Directors shall be performed in accordance with the laws, regulations, relevant provisions of the securities regulatory authorities of the place where the Company’s shares are listed and relevant rules in relation to independent Directors.

The shareholder representative supervisor candidates shall be nominated by the previous session of supervisory committee, or the shareholders individually or jointly holding no less than 3% of the Company’s shares. Employees representative supervisor candidates shall be democratically elected by employees of the Company.

If the number of Directors nominated by any shareholder of the Company accounts for no less than one half of the total members of the Board, then the number of shareholder representative supervisors nominated by such shareholder shall not exceed one third of the total members of the supervisory committee.”

Article 114 to be renumbered as Article 119 and amended as follows: “Except that the election is carried out by cumulative voting, the general meeting shall vote on all proposals one by one; for different proposals on the same matter, voting shall be proceeded according to the time order of these proposals. Other than special reasons such as a force majeure which results in the interruption of the meeting or makes it impossible to come to resolution, the general meeting shall not stay the proposals or withhold from voting.”
Article 121 to be added as follows: “The same voting right shall be exercised through only one of the following: on-the-spot voting, online voting or other voting means. In the event that the same voting right is repeatedly exercised, the first voting results shall prevail.”

– IV-3 –

APPENDIX IV AMENDMENTS TO ARTICLES IN RELATION TO A SHARE ISSUE

Article 122 to be added as follows: “Shareholders of the Company or their proxies that vote via internet or other means shall have the right to check their voting results through the relevant voting system.”
Article 123 to be added as follows: “The on-site general meeting shall not end earlier than meeting held online or through other means. The presider of the meeting shall announce the voting and results of each of the resolutions, and announce whether or not they are approved according to the voting results.

Before the voting results are officially announced, all the relevant parties at the on-site meeting, online meeting or meeting through other means, such as the Company, vote counters, vote scrutineers, substantial shareholders and network service providers shall have the duty of confidentiality in respect of the circumstances of the voting.”

Article 120 renumbered as Article 128 and amended as follows: “At least two representatives of the shareholders and a supervisor shall be elected to participate in vote counting and scrutinizing on any proposals voted at general meeting. Any shareholder who has interests in the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinizing.

When the shareholders are voting on the resolutions at a general meeting, the lawyers, shareholder representatives and representatives of the supervisors shall count and scrutinize the votes jointly, and the voting results shall be announced forthwith. Voting on the resolutions shall be recorded in the minutes of the meeting.”

Article 132 to be added as follows: “The resolutions at a general meeting shall be announced timely, and the announcement shall state the number of shareholders and proxies present, the total number of shares carrying voting rights and its percentage of the shares of the Company carrying voting rights, the means of voting, the voting result for each of the resolutions and the detailed contents of each of the resolutions.”
Article 133 to be added as follows: “If a resolution is not passed, or if the resolutions of the previous general meeting have been changed by the present general meeting, a special note should be included in the announcement of the results of the general meeting.”
Article 140 to be added as follows: “The convener shall ensure that the general meeting is held without adjournment until the final resolution is reached. Where special reasons such as a force majeure which results in the interruption of the meeting or makes it impossible to come to resolution, necessary measures should be taken to resume the meeting, or to end the meeting directly and the same shall be announced in a timely manner. Meanwhile, the convener shall report to the local office of the CSRC and the stock exchange.”

– IV-4 –

APPENDIX IV AMENDMENTS TO ARTICLES IN RELATION TO A SHARE ISSUE

Article 145 to be renumbered as Article 156 and amended as follows: “A Director may resign before his term of office expires. The Director who is going to resign shall submit a written resignation letter to the Board. The Board shall disclose the relevant details within 2 days.”
Article 279 to be added as follows: “The Company shall fully consider and listen to the opinions of the Shareholders (in particular the minority shareholders) and independent Directors, and shall make distribution mainly in cash dividend. In the absence of material investment plans, major cash expenditures and other matters that prohibit dividend distribution pursuant to relevant laws and regulations and regulatory documents, the profits distributed by way of cash dividend each year shall represent no less than 20% of the profits available for distribution recognized during that year[2] .

Material investment plans and major cash expenditures refer to one of the following circumstances:

Where the Company intends to make external investments and acquire assets with accumulated expenditures up to or exceeding 20% of the latest net audited assets of the Company in the coming twelve months;
Where the Company intends to make external investments or acquire assets with total expenditures up to or exceeding 10% of the latest total audited assets of the Company in the coming twelve months.

The Company may distribute interim profits.”

Article 280 to be added as follows: “The formulation and amendment of profit distribution policy of the Company shall be proposed by the Board of the Company at the general meeting of the Company. The profit distribution policy shall be formulated based on thorough discussion with independent Directors after due consideration of the profit distribution policy and taking into account the stable, sustainable and scientific returns to the Shareholders.

The Board of the Company shall take into account a number of factors including the characteristics of the industry where it operates, stage of development, its own operating model, profitability and whether or not significant capital expenditures will be incurred and group under the following circumstances and propose differentiated cash dividend policies:

(1) where the stage of development of the Company is mature and there are no significant capital expenditure arrangements, upon profit distribution, the proportion of cash dividend in the profit distribution shall be at least 80%;
(2) where the stage of development of the Company is mature and there are significant capital expenditure arrangements, upon profit distribution, the proportion of cash dividend in the profit distribution shall be at least 40%;

– IV-5 –

APPENDIX IV AMENDMENTS TO ARTICLES IN RELATION TO A SHARE ISSUE

(3) where the stage of development of the Company is growing and there are significant capital expenditure arrangements, upon profit distribution, the proportion of cash dividend in the profit distribution shall be at least 20%;

Where it is difficult to distinguish the stage of development of the Company but there are significant capital expenditure arrangements, the profit distribution may be dealt with pursuant to the preceding provisions.

Any formulation and amendment to the profit distribution policy proposed by the Board of the Company shall be passed by a simple majority of the Board and more than half of the independent Directors, who shall issue an independent opinion on the formulation or amendment to the profit distribution policy.

Article 281 to be added as follows: “When formulating the annual or interim profit distribution policy, the Board of the Company shall, taking into account the operating figures, profit margin, cash flow position, stage of development and current capital requirement and considering the opinions of the Shareholders (in particular the minority Shareholders) and independent Directors, study and discuss the timing, conditions and minimum ratio, adjustment conditions, decision-making procedures in relation to distribution of cash dividend and any other related matters. Independent Directors shall express their opinions thereon.

– IV-6 –

APPENDIX IV AMENDMENTS TO ARTICLES IN RELATION TO A SHARE ISSUE

Any profit distribution proposal made by the Board shall be passed by a simple majority of the Board and more than half of the independent Directors.

Article 282 to be added as follows: “In formulating the dividend distribution proposal, the Company shall fully consider the securities authorities’ requirements on risk control indicators such as net capital and liquidity. If the risk control indicators reach warning levels as a result of dividend distribution in cash, the Company may adjust the proportion of distribution.”
Article 283 to be added as follows: “The secretary to the Board is mainly responsible for the information disclosure of profit distribution matters.

The Company shall disclose in details the formulation and implementation of the cash dividend distribution policy in its regular reports in accordance with relevant provisions including compliance with the Articles or resolutions of the general meeting, accuracy and clarity of profit distribution standard and proportion, completeness of relevant decision-making procedures and mechanisms, performance and contributions of the independent Directors, whether or not the minority Shareholders’ opinions and demands have been fully taken into consideration and whether or not the legal rights of the minority Shareholders have been fully protected. For adjustment or change of cash profit distribution policy, it is also required to explain whether the conditions and procedures of adjustment or change the meet requirements in details.”

In addition, the order of the Articles shall be renumbered accordingly.”

Notes:

The cumulative voting system will be implemented when the election of Directors or supervisors has two or more candidates. Under the cumulative voting system, a shareholder can multiply his voting shares by the number of candidates and cast the votes collectively for one or more candidate(s) instead of spreading his votes equally among all candidates. Candidates with votes over 50% of the total number of shares held by the attending shareholders (including those represented by proxies) will be elected from the candidate with the highest votes to the lowest.
The distribution of cash dividend representing no less than 20% of the profits available for distribution each year represents the dividend distribution plan of the Company at all time. On the other hand, the requirement of distribution of cash dividend representing no less than 50% of the profits available for distribution each year as set out in section III in Appendix I to this circular only reflects the Company’s dividend distribution plan in the first three years upon completion of the A Share Issue, and such figure may be adjusted under the review of the A Share Issue Dividend Return Plan every three years pursuant to section VII therein.

– IV-7 –

AI assistant

Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2014

49885_rns_2014-10-29_7477be03-5e9e-4c28-83e3-0df2cfcb38bf.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Central China Securities Co., Ltd.

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

Central China Securities Co., Ltd.

(Stock Code: 01375)

(I) PROPOSED A SHARE ISSUE;

(V) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND (VI) PROPOSED AMENDMENT TO THE EXISTING ARTICLES

INTRODUCTION

LETTER FROM THE BOARD

(I) PROPOSED A SHARE ISSUE

Proposal of A Share Issue

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Use of proceeds from the A Share Issue

LETTER FROM THE BOARD

Proposed amendment or adoption of the A Share Issue Documents

LETTER FROM THE BOARD

(4) A Share Issue Undertaking

(5) Amendment to Articles

Authorization granted to the Board to deal with matters relating to the A Share Issue

LETTER FROM THE BOARD

Reasons for and Benefits of the A Share Issue

Public Float

Effects of the A Share Issue on the shareholding structure of the Company

(II) PROPOSED APPOINTMENT AND RE-APPOINTMENT OF INTERNATIONAL AND PRC ACCOUNTANTS

LETTER FROM THE BOARD

(III) PROPOSED INCREASE OF ALLOWANCE OF INDEPENDENT NONEXECUTIVE DIRECTORS

(IV) PROPOSED REWARD TO CHAIRMAN AND PRESIDENT

LETTER FROM THE BOARD

(V) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The biographical details of Mr. YU are as follows:

LETTER FROM THE BOARD

(VI) PROPOSED AMENDMENT TO EXISTING ARTICLES

LETTER FROM THE BOARD

GENERAL INFORMATION

EGM, DOMESTIC SHARE CLASS MEETING AND H SHARE CLASS MEETING

LETTER FROM THE BOARD

Voting

RECOMMENDATION

RESPONSIBILITY STATEMENT

ADDITIONAL INFORMATION

Central China Securities Co., Ltd.

NOTICE OF EXTRAORDINARY GENERAL MEETING

AS SPECIAL RESOLUTIONS

“ THAT :

NOTICE OF EGM

NOTICE OF EGM

NOTICE OF EGM

NOTICE OF EGM

AS ORDINARY RESOLUTIONS

AS SPECIAL RESOLUTION

NOTICE OF EGM

Central China Securities Co., Ltd.

NOTICE OF DOMESTIC SHARE CLASS MEETING

AS SPECIAL RESOLUTIONS

“ THAT :

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE OF H SHARE CLASS MEETING

Central China Securities Co., Ltd.

(Stock Code: 01375)

NOTICE OF H SHARE CLASS MEETING

AS SPECIAL RESOLUTIONS

“ THAT :

NOTICE OF H SHARE CLASS MEETING

NOTICE OF H SHARE CLASS MEETING

NOTICE OF H SHARE CLASS MEETING

NOTICE OF H SHARE CLASS MEETING

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

I. FACTORS CONSIDERED IN FORMULATING THE SHAREHOLDERS’ DIVIDEND RETURN PLAN

II. PRINCIPLES FOR FORMULATION OF THE SHAREHOLDERS’ DIVIDEND RETURN PLAN

III. SHAREHOLDERS’ DIVIDEND RETURN PLAN IN THE FUTURE

Central China Securities Co., Ltd. Proxy Solicitation & Information Statement 2014