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

Sep 29, 2014

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)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 14 NOVEMBER 2014 AND ANY ADJOURNMENT

Number of shares and the relevant class of shares to which this form of proxy relates (domestic shares/H shares) [(Note][1)]

I/We, [(Note][2)] of (address) being the holder(s) of domestic shares/ H shares [(Note][3)] of RMB1.00 each in the share capital of Central China Securities Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting or (Note 4)

of (address)

as my/our proxy(ies) to attend the extraordinary general meeting (the “ EGM ”) of the Company to be held at 9:30 a.m. on 14 November 2014 (Friday) at Conference Room A, 12/F, CCB Tower, 3 Connaught Road Central, Hong Kong or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of EGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

			SPECIAL RESOLUTIONS		FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)	ABSTAIN(Note 5)
	1.		The proposal of A Share Issue be approved
	2.		The use of proceeds from the A Share Issue be approved and confirmed
	3.		The adoption of the Pre-A Share Issue Accumulated Profit Distribution Plan be approved
			and confirmed
	4.		The formulation and adoption of the A Share Issue Dividend Return Plan be approved and
			confirmed
	5.		The formulation and adoption of the A Share Issue Price Stabilization Proposal be
			approved and confirmed
	6.		The issuance of the A Share Issue Undertaking be approved and	confirmed
	7.		The amendment to the Articles with respect to the A Share Issue be approved and
			confirmed
	8.		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)
			ORDINARY RESOLUTIONS		FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
	9.		The re-appointment of Shinewing Certified Public Accountants (Special General
			Partnership) as the PRC accountant of the Company for 2014 be approved and confirmed
	10.		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
	11.		The increase of allowance of the independent non-executive Directors be approved and
			confirmed
	12.		The grant of shares equivalent to RMB1.0 million (before tax) and RMB600,000 (before
			tax) to Mr. JIAN Mingjun, the Chairman and Mr. ZHOU Xiaoquan, the President,
			respectively as reward be approved and confirmed
	13.		Mr. YU Zeyang be approved and appointed as non-executive Director of the fourth session
			of the Board of the Company
			SPECIAL RESOLUTION		FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
	14.		The proposed amendment to Article 17 of the Articles be approved and confirmed
	Date:		day of 2014		Signature:			(Note 6)

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this form of proxy relates and the relevant class of shares. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in block letters.

3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words “the Chairman of the meeting or” and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.

5. Important: If you wish to vote for any resolution, please put a tick in the box marked “FOR” or insert the number of shares held by you. If you wish to vote against any resolution, please put a tick in the box marked “AGAINST” or insert the number of shares held by you. If you want to abstain from voting on any resolution, please put a tick in the box marked “ABSTAIN” or insert the number of shares held by you. If no direction is given, your proxy may vote as he/she thinks fit.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director or attorney or other officer duly authorized. In case of joint holders, this form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company.

7. If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the share(s) represented by that shareholder or proxy will be deemed not to be carrying voting rights with respect to that resolution. In that event, this form of proxy will be deemed to have been revoked.

8. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarial copy of that power of attorney or other authority must be delivered, for holders of H shares of the Company, to the Company’s H shares registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or for holders of domestic shares of the Company, to the head office of the Company in the PRC at No.10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, China not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof) or for taking the poll.