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

Aug 7, 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 22 SEPTEMBER 2014 AND ANY ADJOURNMENT THEREOF

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 9:00 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 ”) 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.

	ORDINARY RESOLUTION	FOR(Note 5) AGAINST_(Note _	FOR(Note 5) AGAINST_(Note _	5)	ABSTAIN_(Note _	5)
1.	subject to the approval of CSRC and/or relevant authorities of the State, the
	establishment of a wholly-owned subsidiary (provisionally named as中州國
	際金融控股有限公司, subject to the final approval of the examination and
	approval and registration authorities) (“Central China International
	Finance”) in Hong Kong with a registered capital of HK$50 million by the
	Company be and is hereby approved and confirmed, and the Board be
	authorized to act on behalf of the Company to take all steps necessary or
	expedient, comply with the PRC and/or Hong Kong laws and regulations
	and satisfy the requirements (if any) of the relevant PRC regulatory
	authorities, to establish Central China International Finance, including but
	not limited to the application for the registration of Central China
	International Finance, the formulation of the articles of association and the
	execution of all such other documents and instruments; and
2.	subject to the approval of CSRC and/or relevant authorities of the State, the
	establishment of other wholly-owned subsidiaries (the “Other
	Subsidiaries”) in Hong Kong through Central China International Finance
	by the Company and the application for licenses in relation to engaging in
	securities business in Hong Kong (the “Licenses”) pursuant to the Securities
	and Futures Ordinance be and are hereby approved and confirmed, and the
	Board be authorized to act on behalf of the Company to take all steps
	necessary or expedient, comply with the PRC and/or Hong Kong laws and
	regulations and satisfy the requirements (if any) of the relevant PRC
	regulatory authorities, to establish Other Subsidiaries and apply for the
	Licenses, including but not limited to the application for the registration of
	Other Subsidiaries, the formulation of the articles of association, the
	application of the Licenses and the execution of all such other documents
	and instruments.

Date:

day of 2014 Signature(s):

(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) for taking the poll.