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

Sep 5, 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)

REVISED FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 22 SEPTEMBER 2014 AND ANY ADJOURNMENT THEREOF

Number of shares and the relevant class of shares to which this revised 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)

asZhongyuanmy/our proxy(ies)Guangfa Financeto attendBuilding,the extraordinaryNo. 10 Shangwugeneral meetingWaihuan(theRoad,“ EGM Zhengdong”) of the CompanyNew District,to be Zhengzhou,held at 9:00Henana.m. onProvince,Monday, the22 SeptemberPeople’s Republic2014 at Conferenceof China (theRoom,“ PRC 17th”) orFloor,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 dated 7 August 2014 and the supplemental notice of EGM dated 5 September 2014 as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

	1.
	2.
	3.
	4.	subject to the approval of the above special resolution (3) at the EGM and the approval of CSRC and/or relevant authorities of the State, the appointment of Mr. Zhu Jie as non-executive Director of the fourth session of the Board of the Company be and is hereby approved for a term commencing from the date of EGM or the date of approval from 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, and the Board be authorised to fix his remuneration and determine the terms of the service contract; and
	5.	subject to the approval of the above special resolution (3) at the EGM and the approval of CSRC and/or relevant authorities of the State, the appointment of Mr. Wang Lixin as non-executive Director of the fourth session of the Board of the Company be and is hereby approved for a term commencing from the date of EGM or the date of approval from 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, and the Board be authorised to fix his remuneration and determine the terms of the service contract.
	Date:	day of	2014 Signature(s):

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this revised form of proxy relates and the relevant class of shares. If a number is inserted, this revised form of proxy will be deemed to relate only to those shares. If no number is inserted, the revised 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 revised 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 revised 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 revised 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 revised form of proxy will be deemed to have been revoked.

8. To be valid, this revised 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.

9. In connection with the form of proxy issued by the Company on 7 August 2014 (the “ Original Proxy Form ”), which does not include the new resolutions (3) to (5) set out in this supplemental notice, for Shareholders who have lodged the Original Proxy Form to the share registrar of the Company, please be reminded that:

10. (i) Where a Shareholder has not returned the Revised Proxy Form to the share registrar of the Company, the Original Proxy Form (if completed correctly) shall be deemed a valid form of proxy returned by such Shareholder. The proxy appointed by the Shareholder in such manner shall be entitled to vote or abstain from voting at his/her discretion on any resolutions properly and duly put to the EGM other than those instructed in the Original Proxy Form, including the new resolutions (3) to (5) set out in this supplemental notice.

11. (ii) Where a Shareholder has returned the Revised Proxy Form to the share registrar of the Company 24 hours before the time scheduled for holding the EGM, the Original Proxy Form returned shall be revoked and substituted by the Revised Proxy Form and the Revised Proxy Form (if completed correctly) shall be deemed a valid form of proxy returned by such Shareholder.

12. (iii) Where a Shareholder has returned the Revised Proxy Form to the share registrar of the Company 24 hours after the time scheduled for holding the EGM, the Revised Proxy Form shall be deemed invalid and the Original Proxy Form returned by such Shareholder shall also be revoked. The votes of the proxy purported to be appointed by the invalid or revoked proxy form (whether the Original Proxy Form or the Revised Proxy Form) will not be counted in the votes in respect of the resolutions proposed. Accordingly, Shareholders are advised not to return the Revised Proxy Form after the deadline. In the event that such Shareholder wishes to vote at the meeting, he/she shall attend and vote at the meeting in person.