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

Sep 5, 2014

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.

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)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 7 AUGUST 2014 TO THE SHAREHOLDERS PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS; AND SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

This Supplemental Circular must be read together with the circular of the Company dated 7 August 2014. A supplemental notice convening an extraordinary general meeting (“ EGM ”) (or any adjournment thereof) of the Company to be held at 9:00 a.m. on Monday, 22 September 2014 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the People’s Republic of China (“ PRC ”) is set out on pages 6 to 8 of this Supplemental Circular. The supplemental notice of EGM shall be read together with the notice of EGM dated 7 August 2014.

The revised proxy form for use at the EGM is enclosed and also published on the website of the Stock Exchange of Hong Kong Limited. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying revised proxy form in accordance with the instructions printed thereon. In case of H Shares, the revised proxy form 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 Domestic Shares, the revised proxy form 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 EGM (or any adjournment thereof) or for taking the poll as soon as practicable. Completion and delivery of the revised proxy form will not preclude you from attending and voting in person at the EGM or any adjournment if you so desire.

5 September 2014

CONTENTS

	Page
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Proposed Amendment to the Articles of Association . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Appointment of Non-Executive Directors. . . . . . . . . . . . . . . . . . . . . . .	2
Supplemental Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . .	6

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LETTER FROM THE BOARD

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)

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

Non-executive Directors: Mr. LI Xingjia Mr. WANG Jinian Mr. ZHANG Qiang

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

5 September 2014

To the Shareholders

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 7 AUGUST 2014 TO THE SHAREHOLDERS PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS; AND SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

This Supplemental Circular must be read together with the circular of the Company dated 7 August 2014 (the “ Circular ”), which sets out, among others, details of the ordinary resolutions regarding the proposed establishment of the Hong Kong Subsidiaries. The purpose of this Supplemental Circular is to provide you with details of the new resolutions regarding the proposed amendment to the articles of association of the Company (the “ Articles of Association ”) and the proposed appointment of non-executive Directors to be proposed at the EGM.

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LETTER FROM THE BOARD

Unless otherwise stated, capitalised terms used herein shall have the same meaning as those defined in the Circular.

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

As at the date of this Supplemental Circular, Bohai Industrial Investment Fund Management Co., Ltd. (“ Bohai Fund Management ”) is a substantial Shareholder holding approximately 23.104% of the issued share capital of the Company. Pursuant to Article 104 of the Articles of Association, Shareholder(s) severally or jointly holding no less than 3.0% shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplementary notice of general meeting to other shareholders within two days after receipt of such proposal, and place the proposal on the agenda for the said meeting and submit the proposal for approval at a general meeting if the said proposal falls within the functions and powers of general meetings. The contents of the provisional proposal shall fall within the functions and powers of general meetings and have specific discussion topic and specific matters to be resolved.

Upon the despatch of the Circular, Bohai Fund Management issued a written notice to the Company to propose new resolutions at the EGM regarding the amendment to the Articles of Association (the “ Amendment ”) and the appointment of Mr. Zhu Jie (祝捷先生) (“ Mr. Zhu ”) and Mr. Wang Lixin (王立新先生) (“ Mr. Wang ”) as the non-executive Directors of the Company upon the approval of the Amendment at the EGM.

Bohai Fund Management proposed to make the following amendment to Article 160 of the Articles of Association:

Original version:

“The Board shall consist of 9 Directors, including 1 Chairman.”

Proposed to be amended as follows:

“The Board shall consist of 11 Directors, including 1 Chairman.”

The Amendment is subject to the approval by the Shareholders at the EGM by way of special resolution and the obtaining of all necessary approvals, authorisations or registrations from or filing with (as appropriate) relevant government or regulatory authorities.

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS

As stated above, Bohai Fund Management proposed to appoint Mr. Zhu and Mr. Wang as non-executive Directors of the Company upon the approval of the Amendment at the EGM.

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LETTER FROM THE BOARD

The biographical details of Mr. Zhu and Mr. Wang are as follows:

Mr. Zhu Jie , aged 30, has been the deputy general manager of Beijing Maoyuan Capital Investment Management Co., Ltd. (北京懋源資本投資管理有限公司) since March 2014. Mr. Zhang worked at the Shanghai Branch of China Construction Bank Corporation (whose A shares and H shares are listed on the Shanghai Stock Exchange (stock code: 601939) and the Stock Exchange (stock code: 939) respectively) between July 2007 and August 2010. He served as the assistant to president and investment manager of Beijing Maoyuan Investment Co., Ltd. (北京懋源投資有限公司) between September 2010 and August 2013. Mr. Zhu graduated from Remin University of China with a bachelor’s degree in arts in July 2007 and obtained a master’s degree in business administration from Peking University in July 2012.

Mr. Wang Lixin , aged 47, has been the deputy general manager of Bohai Fund Management since June 2013. Mr. Wang held the positions of vice president of Beijing Representative Office at BOC International Holdings Limited, executive director and managing director of BOCI Securities Limited, and managing director of BOC International Holdings Limited between June 1998 and June 2013. Mr. Wang graduated from Peking University with a bachelor’s degree in economics in July 1986 and obtained a master’s degree in economics from Peking University in January 1989.

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

Save as disclosed above, the Company considers that, there is no information which is discloseable nor is/was Mr. Zhu and Mr. Wang respectively 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, and there are no other matters that need to be bought to the attention of the Shareholders.

Their appointment as non-executive Directors shall take effect upon the passing of the Amendment at the EGM and the obtaining of approval for the resolutions regarding the appointment of Mr. Zhu and Mr. Wang as non-executive Directors at the EGM respectively 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 each of them. Their term of office will commence 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. Their respective remuneration will be determined after considering the proposal from the Remuneration and Nomination Committee of the Board with reference to the remuneration of the other non-executive Directors.

SUPPLEMENTAL NOTICE OF EGM AND REVISED PROXY FORM

The new resolutions regarding the proposed amendment to the Articles of Association and the proposed appointment of non-executive Directors set out herein are included in the supplemental notice of EGM as set out on pages 6 to 8 of this Supplemental Circular.

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LETTER FROM THE BOARD

The form of proxy (the “ Original Proxy Form ”) for use at the EGM despatched together with the Circular does not include the new resolutions regarding the proposed amendment to the Articles of Association and the proposed appointment of non-executive Directors. Accordingly, a revised form of proxy (the “ Revised Proxy Form ”) is prepared by the Company and is despatched herewith.

If you wish to appoint a proxy to attend the EGM on your behalf, you must complete and return the accompanying Revised Proxy Form in accordance with the instructions printed thereon. In case of H Shares, the Revised Proxy Form 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 Domestic Shares, the Revised Proxy Form 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 EGM (or any adjournment thereof) or for taking the poll as soon as practicable. Completion and delivery of the Revised Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment if you so desire.

For Shareholders who have lodged the Original Proxy Form to the share registrar of the Company, please be reminded that:

• (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 regarding the proposed amendment to the Articles of Association and the proposed appointment of non-executive Directors as set out in this Supplemental Circular.

• (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.

• (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.

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LETTER FROM THE BOARD

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, all resolutions as stated in the notice of EGM will be proposed at the EGM and will be taken by way of a poll under the Article 116 of the Articles of Association.

During the poll, every Shareholder present in person or by proxy (or in case of Corporation, its duly authorised representative) at the EGM 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

Taking into consideration of the written notice issued by Bohai Fund Management to propose the new resolutions regarding the Amendment and the appointment of Mr. Zhu and Mr. Wang as non-executive Directors at the EGM, the Directors considered that the above new resolutions are in the interests of the Company and the Shareholders as a whole. Therefore, the Directors recommend the Shareholders to vote in favour of the above new resolutions to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This Supplemental 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 Supplemental 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 Supplemental Circular misleading.

Yours faithfully, On behalf of the Board

Central China Securities Co. Ltd. JIAN Mingjun

Chairman

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

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)

SUPPLEMENTAL 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 9:00 a.m. on Monday, 22 September 2014 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the People’s Republic of China (the “ PRC ”) together with the notice of EGM (the “ Notice ”) to consider and, if thought fit, pass the resolutions to be proposed at the EGM as despatched by the Company on 7 August 2014.

Upon the despatch of the circular (the “ Circular ”) of the Company on 7 August 2014, a written notice was issued by Bohai Industrial Investment Fund Management Co., Ltd. (“ Bohai Fund Management ”), a substantial Shareholder of the Company, to the Company to propose new resolutions at the EGM regarding the proposed amendment to the articles of association of the Company (the “ Articles of Association ”) and the proposed appointment of nonexecutive Directors.

Pursuant to Article 104 of the Articles of Association, Shareholder(s) severally or jointly holding no less than 3.0% shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplementary notice of general meeting to other shareholders within two days after receipt of such proposal, and place the proposal on the agenda for the said meeting and submit the proposal for approval at a general meeting if the said proposal falls within the functions and powers of general meetings. The contents of the provisional proposal shall fall within the functions and powers of general meetings and have specific discussion topic and specific matters to be resolved. For details of the above new resolutions, please refer to the supplemental circular of the Company dated 5 September 2014 (the “ Supplemental Circular ”). Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the Supplemental Circular.

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM of the Company will be held at the same date, time and venue stated in the Notice. In addition to the resolutions stated in the Notice, the Company will consider and, if thought fit, pass the following supplemental resolutions at the EGM:

AS SPECIAL RESOLUTION

“ THAT :

1. the proposed amendment to the Articles of Association (details of which are set out in the Supplemental Circular) be and is hereby approved and confirmed, and the Board be authorised to modify the wordings of such amendment as appropriate (such amendment will not be required to be approved by the Shareholders), and to sign such documents and/or take all such actions as it considers necessary or appropriate and as in the interests of the Company to effect such proposed amendment, comply with the laws and regulations of the PRC and meet the requirements (if any) of the relevant regulatory authorities of the PRC, and deal with other relevant matters arising from the amendment to the existing Articles of Association;

AS ORDINARY RESOLUTION

1. 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

2. 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.”

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

Henan, the PRC 5 September 2014

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. This supplemental notice must be read together with the Notice.

2. For details of other resolutions to be considered and approved at the EGM, closure of registrar, eligibility for attending the EGM, registration procedures for attending the EGM, reply slip and other relevant matters, please refer to the Notice.

3. In the event that you wish to attend the EGM after reading the Supplemental Circular but you are unable to return the reply slip for attending the EGM despatched along with the Circular of the Company dated 7 August 2014 on or before 2 September 2014, you may still attend the EGM.

4. Proxy

5. The form of proxy which relates to the resolutions set out in the Notice and is despatched along with the Circular (the “ Original Proxy Form ”) does not include the new resolutions (3) to (5) set out in the supplemental notice. Accordingly, a revised form of proxy (“ Revised Proxy Form ”) is prepared by the Company and is enclosed herein.

6. (i) 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.

7. (ii) In order to be valid, the Revised Proxy Form 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) or for taking the poll. If the Revised 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 Revised Proxy Form. Completion and return of the Revised Proxy Form will not preclude shareholders from attending and voting in person at the EGM or any adjourned meetings should they so wish.

8. (iii) For Shareholders who have lodged the Original Proxy Form to the share registrar of the Company, please be reminded that:

   • (a) 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.

   • (b) 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.

   • (c) 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.

9. The EGM is expected to take half of the day approximately. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

10. 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 supplemental notice, the Board of the Company comprises executive Directors JIAN Mingjun and ZHOU Xiaoquan; non-executive Directors LI Xingjia, WANG Jinian and ZHANG Qiang; and independent non-executive Directors ZHU Shanli, YUAN Dejun, SHI Dan and YUEN Chi Wai.

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