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

Sep 29, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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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)

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 A, 12/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 ”).

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AS SPECIAL RESOLUTIONS

“ THAT :

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

2. Place of listing : SSE Type of Shares to be : Class A ordinary shares with a nominal value of issued and nominal value RMB1.00 each Number of A Shares to : The number of A Shares to be issued will be no more 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

3. 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)

4. 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

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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 : The state-owned shareholders of the Company shall state-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

• 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

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1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

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1. 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:

2. (1) engage intermediaries in connection with the A Share Issue and determine their fees;

3. (2) prepare, revise, execute and submit all documents relating to the A Share Issue;

4. (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 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);

5. (4) submit the application of A share listing to the SSE and deal with matters relating to the listing and circulation of A Shares;

6. (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;

7. (6) deal with other matters relating to the A share Issue; and

8. (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

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Notes:

1. 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.

2. 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.

3. 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.

4. Shareholders or their proxies shall provide their identity documents when attending the H Share Class Meeting.

5. 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.

6. 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.

7. 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.

As at the date of this notice, the Board comprises executive Directors Jian Mingjun and Zhou Xiaoquan, non-executive Directors Li Xingjia, Zhang Qiang, Zhu Jie and Wang Lixin, and independent non-executive Directors Zhu Shanli, Yuan Dejun, Shi Dan and Yuen Chi Wai.

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