Central China Securities Co., Ltd.

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.

(a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “ ” and carrying on business in Hong Kong as “ ”) (Stock Code: 01375)

(IV) PROPOSED ADJUSTMENT OF THE ALLOWANCE OF INDEPENDENT SUPERVISORS;

(V) PROPOSED DETERMINATION OF THE SALARY STANDARD OF THE CHAIRPERSON OF THE SUPERVISORY COMMITTEE; (VI) PROPOSED AMENDMENTS TO THE ARTICLES IN RELATION TO THE A SHARE ISSUE; AND (VII) PROPOSED EXTENSION OF THE AUTHORIZATION PERIOD OF THE A SHARE ISSUE AND THE RELEVANT MATTERS

Letter from the Board is set out on pages 4 to 16 of this circular.

The notices convening an extraordinary general meeting (“EGM”), Domestic Share Class Meeting and H Share Class Meeting of the Company to be held at 9:00 a.m., 10:00 a.m. or immediately after the conclusion of the EGM or any adjournment thereof (whichever is the later) and 11:00 a.m. or immediately after the conclusion of the Domestic Share Class Meeting or any adjournment thereof (whichever is the later) respectively on Monday, 7 December 2015 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, are set out on pages 17 to 26 of this circular.

The proxy forms for use at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting are enclosed. Whether or not you are able to attend the EGM, the Domestic Share Class Meeting and the H Share Class Meeting in person, you are requested to complete and return the accompanying applicable proxy forms in accordance with the instructions printed thereon. In case of holders of H Shares, the proxy forms 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 holders of Domestic Shares, the proxy forms 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 relevant meetings (or any adjournment thereof) as soon as practicable. Completion and delivery of the proxy forms will not preclude you from attending and voting in person at the relevant meetings or any adjournment if you so desire.

20 November 2015

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
(I)	Proposed Implementation of The Assessment and Award Colligation
	Mechanism Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
(II)	Proposed Implementation of The Annual Assessment-Based Salary
	Mechanism . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
(III)	Proposed Appointment of Independent Non-Executive Director . . . . . . . .	6
(IV)	Proposed Adjustment of The Allowance of Independent Supervisors . . . .	7
(V)	Proposed Determination of The Salary Standard of The Chairperson of
	the Supervisory Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
(VI)	Proposed Amendments to The Articles in Relation to the A Share Issue. .	8
(VII)	Proposed Extension of The Authorization Period of the A Share Issue
	and the Relevant Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE	OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE	OF DOMESTIC SHARE CLASS MEETING . . . . . . . . . . . . . . . . . . . . .	21
NOTICE	OF H SHARE CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
APPENDIX I – The Assessment and Award Colligation Mechanism . . . . . .		I-1
APPENDIX II – The Annual Assessment-Based Salary Mechanism . . . . . . . .		II-1
APPENDIX III – Amendments to the Articles in Relation to
	the A Share Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms have the following meanings:

“A Share(s)”

the ordinary share(s) subscribed for in RMB, which are proposed to be issued by the Company in connection with the A Share Issue

“A Share Issue”

the proposed initial public offering of no more than 877,205,000 A Shares by the Company, which will be listed on the Shanghai Stock Exchange

“Articles”
the Articles of Association of the Company as amended from time to time
“Board”
the board of Directors
“Company”

Central China Securities Co., Ltd. (中原証券股份有限公司) (carrying on business in Hong Kong as “中州証券”), a joint stock company incorporated on 8 November 2002 in Henan Province, the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 01375)

“connected person(s)”
has the same meaning as ascribed to this term under the Listing Rules
“controlling shareholder(s)”
has the same meaning as ascribed to this term under the Listing Rules
“CSRC”

China Securities Regulatory Commission

“Director(s)”
director(s) of the Company, including independent nonexecutive directors
“Domestic Share(s)”

issued ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for or credited as fully paid in RMB

– 1 –

DEFINITIONS

“Domestic Share Class Meeting”
“EGM”
“H Share(s)”
“H Share Class Meeting”
“HK$”

the domestic share class meeting to be held at 10:00 a.m. on 7 December 2015 (Monday) or immediately after the conclusion of the EGM or any adjournment thereof (whichever is the later) for holders of Domestic Shares to consider and approve, inter alia, the resolutions regarding the amendments to the Articles in relation to the A Share Issue and the extension of the authorization period of the A Share Issue and the relevant matters

the extraordinary general meeting (or any adjournment thereof) of the Company to be convened and held at 9:00 a.m. on 7 December 2015 (Monday) at Conference Room, 17th Floor, Zhongyuan Guang fa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC for the Shareholders to consider and approve, inter alia, the (I) implementation of the assessment and award colligation mechanism plan; (II) implementation of the annual assessment-based salary mechanism; (III) appointment of independent non-executive Director; (IV) adjustment of the allowance of independent Supervisors; (V) determination of the salary standard of the chairperson of the Supervisory Committee; (VI) amendments to the Articles in relation to the A Share Issue; and (VII) extension of the authorization period of the A Share Issue and the relevant matters

overseas listed foreign ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange
the H share class meeting to be held at 11:00 a.m. on 7 December 2015 (Monday) or immediately after the conclusion of the Domestic Share Class Meeting or any adjournment thereof (whichever is the later) for holders of H Shares to consider and approve, inter alia, the resolutions regarding the amendments to the Articles in relation to the A Share Issue and the extension of the authorization period of the A Share Issue and the relevant matters
Hong Kong dollars, the lawful currency of Hong Kong

– 2 –

DEFINITIONS

“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	19 November 2015, being the latest practicable date
	before printing this circular for ascertaining information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	the People’s Republic of China, excluding, for the
	purpose of this circular only, Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	shareholders of the Company
“SSE”	Shanghai Stock Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company
“%”	per cent.

For the purpose of illustration only, amounts denominated in RMB in this circular are translated into HK$ at the rate of RMB1=HK$1.22. This should not be construed as a representation that the amounts in question have been, could have been or could be converted at any particular rate at all.

– 3 –

LETTER FROM THE BOARD

Central China Securities Co., Ltd.

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

Non-executive Directors: Mr. LI Xingjia Mr. WANG Lixin Mr. ZHANG Qiang Mr. ZHANG Xiaoqi Mr. YU Zeyang

Independent Non-executive Directors: Mr. YUAN Dejun Mr. YUEN Chi Wai Mr. NING Jincheng

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

20 November 2015

To the Shareholders,

Dear Sir/Madam,

(I) PROPOSED IMPLEMENTATION OF THE ASSESSMENT AND AWARD COLLIGATION MECHANISM PLAN; (II) PROPOSED IMPLEMENTATION OF THE ANNUAL ASSESSMENT-BASED SALARY MECHANISM; (III) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; (IV) PROPOSED ADJUSTMENT OF THE ALLOWANCE OF INDEPENDENT SUPERVISORS; (V) PROPOSED DETERMINATION OF THE SALARY STANDARD OF THE CHAIRPERSON OF THE SUPERVISORY COMMITTEE; (VI) PROPOSED AMENDMENTS TO THE ARTICLES IN RELATION TO THE A SHARE ISSUE; AND (VII) PROPOSED EXTENSION OF THE AUTHORIZATION PERIOD OF THE A SHARE ISSUE AND THE RELEVANT MATTERS

INTRODUCTION

Reference is made to the announcement of the Company dated 19 October 2015 in relation to, among other things, (I) proposed implementation of the assessment and award colligation mechanism plan; (II) proposed implementation of the annual assessment-based

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LETTER FROM THE BOARD

salary mechanism; (III) proposed appointment of independent non-executive Director; (IV) proposed adjustment of the allowance of independent Supervisors; (V) proposed determination of the salary standard of the chairperson of the Supervisory Committee; (VI) proposed amendments to the Articles in relation to the A Share Issue; and (VII) proposed extension of the authorization period of the A Share Issue and the relevant matters.

The purpose of this circular is to provide you with details of the aforementioned items.

(I) PROPOSED IMPLEMENTATION OF THE ASSESSMENT AND AWARD COLLIGATION MECHANISM PLAN

To enhance the rationality and reasonableness of the Company’s remuneration system and better manage the conflict of interests among the Shareholders, operators and staff members, the Company proposes to implement an assessment and award colligation mechanism which is linked to operating results (“ Assessment and Award Colligation Mechanism ”).

Pursuant to the Assessment and Award Colligation Mechanism, the operations of the Company are linked with the remuneration of the Company’s employees. The Board is of the view that the implementation of the Assessment and Award Colligation Mechanism has a positive effect on the continuous and dynamic adjustment of the remuneration of the Company’s employees, and therefore achieves its objectives as stated above.

At the meeting of the Board held on 19 October 2015, the Board agreed to put forward an ordinary resolution regarding the Assessment and Award Colligation Mechanism plan at the EGM to consider and approve the above proposal.

Details of the Assessment and Award Colligation Mechanism are set out in Appendix I of this circular.

(II) PROPOSED IMPLEMENTATION OF THE ANNUAL ASSESSMENT-BASED SALARY MECHANISM

To motivate its staff members, foster its core competency and facilitate its swift development, the Company proposes to implement an annual assessment-based salary mechanism (“ Annual Assessment-based Salary Mechanism ”).

The Annual Assessment-based Salary Mechanism is a system designed for the assessment conducted annually at the end of each year for the Company’s staff members at the management level. The assessment is an evaluation of the work done by the relevant staff member for the whole year. The assessment criteria mainly focus on the work performance of the relevant staff member, and also take into account three aspects, namely his virtue, capability and diligence. An assessment score would be given for each of the assessment criteria, and the final mark would be calculated with reference to a specified percentage assigned to each of the criteria and summing up the individual scores. The assessment results are classified into three categories, namely excellence (90-100 marks), pass (60-89 marks) and fail (scores below 60). The full mark is 100 marks.

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LETTER FROM THE BOARD

At the meeting of the Board held on 19 October 2015, the Board agreed to put forward an ordinary resolution regarding the Annual Assessment-based Salary Mechanism at the EGM to consider and approve the above mechanism.

Details of Annual Assessment-based Salary Mechanism are set out in Appendix II of this circular.

(III) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 16 September 2015. As disclosed in the announcement, Mr. ZHU Shanli, an independent non-executive Director and a member of the Remuneration and Nomination Committee of the Company, passed away on 15 September 2015. As a result, the number of independent non-executive Directors and the number of the Remuneration and Nomination Committee members fail to fulfill the requirements of Rule 3.10A, Rule 3.25 and Code Provision A.5.1 of Appendix 14 of the Listing Rules. After consideration, the Board proposed to appoint Mr. YU Xugang (“ Mr. YU ”) as an independent non-executive Director.

The biographical details of Mr. YU are as follows:

Mr. YU Xugang , aged 47, was a partner at Beijing Dacheng Law Offices, LLP from August 2001 to December 2003 and a senior partner at Beijing Dacheng Law Offices, LLP from January 2004 to the present. Mr. YU acted as an assistant judge at Baoding City Intermediate People’s Court, Hebei Province from August 1990 to July 1995 and an independent director of Inner Mongolia Baotou Steel Union Co., Ltd, a company listed on the Shanghai Stock Exchange (Stock Code: 600010), from August 2009 to August 2015.

Mr. YU obtained a bachelor’s degree in law from the China University of Political Science and Law in July 1990, a master’s degree in law from the Peking University in July 1998 and a doctoral degree in law from the Peking University in July 2001.

Save as disclosed above, Mr. YU confirmed that (i) he did not hold any position with the Company and its subsidiaries nor any other directorship in other listed companies during the past three years; (ii) he does not have any relationship with any other Directors, Supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) he does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong.

Save as disclosed above, the Company considers that, there is no information which is discloseable nor is/was Mr. YU involved in any matters required to be disclosed pursuant to any of the requirements under Rules 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.

Mr. YU has confirmed that he meets the independence criteria set out in Rule 3.13 of the Listing Rules.

– 6 –

LETTER FROM THE BOARD

The appointment of Mr. YU as an independent non-executive Director shall take effect upon the approval by Shareholders at the EGM and the approval of the relevant government authorities of the PRC. The Company will also enter into a service contract with Mr. YU. Mr. YU’s term of office will commence from the date of the EGM or the date of approval from the relevant government authorities of the PRC (whichever is later) until the expiry of the term of the fifth session of the Board of the Company. Mr. YU’s remuneration will be determined after considering the proposal by the Remuneration and Nomination Committee of the Board with reference to the remuneration of the other independent non-executive Directors.

(IV) PROPOSED ADJUSTMENT OF THE ALLOWANCE OF INDEPENDENT SUPERVISORS

Following the listing of the shares of the Company in Hong Kong and in view of the proposed listing in the PRC, the workload and responsibilities undertaken by the independent Supervisors have increased. Based on the actual conditions of the Company, the Supervisory Committee proposed to increase the allowance of the independent Supervisors from RMB100,000 (equivalent to approximately HK$122,000) per year (before tax) to HK$150,000 per year (before tax) while the method of payment shall remain unchanged.

The Company will put forward an ordinary resolution at the EGM to consider and approve such adjustment and to authorize the Supervisory Committee to determine the terms and details of such adjustment.

(V) PROPOSED DETERMINATION OF THE SALARY STANDARD OF THE CHAIRPERSON OF THE SUPERVISORY COMMITTEE

Based on the salary system of the Company and taking into consideration the prevailing remuneration level of the securities industry, the Supervisory Committee proposed to adjust the salary standard of the chairperson of the Supervisory Committee as follows:

The initial salary class of the chairperson of the Supervisory Committee is set as Grade 23B+ Class under the Salary System of Central China Securities Co., Ltd. (Trial) (“ Salary System ”), i.e. RMB35,519 per month;
If the original salary of the new chairperson of the Supervisory Committee is close to or higher than the salary of Grade 23B+ Class under the Salary System, his/her salary standard will be set as 1.06 times of the original salary of the next higher rank; and
According to the Annual Assessment-based Salary Mechanism, the requirements of passing the assessment for two years and obtaining excellent assessment results twice in three years shall apply for any pay rise of the chairperson of the Supervisory Committee.

– 7 –

LETTER FROM THE BOARD

The adjusted salary standard was effective from September 2015.*

The Company will put forward an ordinary resolution at the EGM to consider, approve and ratify such adjustment.

(VI) PROPOSED AMENDMENTS TO THE ARTICLES IN RELATION TO THE A SHARE ISSUE

Pursuant to the Company Law of the People’s Republic of China (《中華人民共和國公司法》), Securities Law of the People’s Republic of China (《中華人民共和國證券法》), Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》) and the relevant requirements of the CSRC, the Company proposed to make further amendments to the Articles in relation to the A Share Issue. Such further amendments to the Articles in relation to the A Share Issue are subject to approval by Shareholders at the EGM, Domestic Share Class Meeting and H Share Class Meeting and approval by or filing with the regulatory authorities and effective upon completion of the A Share Issue. The implementation shall take place on the date of the initial public offering and listing of A Shares of the Company. Prior to that, the existing Articles shall continue to apply.

Details of the further amendments to the Articles in relation to the A Share Issue are set out in Appendix III of this circular.

(VII) PROPOSED EXTENSION OF THE AUTHORIZATION PERIOD OF THE A SHARE ISSUE AND THE RELEVANT MATTERS

Reference is made to the announcement of the Company dated 29 September 2014 and the circular of the Company dated 29 October 2014 in relation to the approval of the A Share Issue proposal and the authorization granted to the Board and, with delegation by the Board, the Chairman to deal with matters relating to the A Share Issue (collectively known as “ A Share Issue and the relevant matters ”). The original resolutions regarding the A Share Issue and the relevant matters were considered and approved at the extraordinary general meeting, domestic share class meeting and H share class meeting of the Company held on 14 November 2014. The resolutions and authorization were valid for 12 months from the date of passing of such resolution at the said extraordinary general meeting, domestic share class meeting and H share class meeting. Reference is also made to the announcement of the Company dated 1 December 2014. The Company submitted an application in relation to the proposed A Share Issue to the CSRC on 26 November 2014. The CSRC has accepted the said application, which is currently under review and pending approval by the CSRC.

Since the above resolutions and authorization in relation to the A Share Issue and the relevant matters will soon expire, at the meeting of the Board held on 19 October 2015, the Board resolved to put forward the proposal to extend the authorization of the A Share Issue and

The English version of the proposed adjustment of the salary standard of the chairperson of the Supervisory Committee as stated above is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

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LETTER FROM THE BOARD

the relevant matters by 12 months from the day following the original expiry date (i.e. 14 November 2015) for consideration and approval at the EGM, Domestic Share Class Meeting and H Share Class Meeting. Other than the above extension of the validity period of the A Share Issue and the relevant matters, other details remain unchanged and shall continue to have effect.

The details about the A Share Issue and the relevant matters approved by the special resolutions at the EGM, Domestic Share Class Meeting and H Share Class Meeting of the Company held on 14 November 2014 are as follows:

Proposal of A Share Issue

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

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LETTER FROM THE BOARD

Target subscribers	:	Natural persons, legal entities and other
		institutional investors in the territory of
		China that which 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)
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
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

– 10 –

LETTER FROM THE BOARD

Transfer of state-owned shares : The state-owned shareholders of the Company shall 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 (全國社會保障基金理事會). The matters relating to the implementation of the transfer of stateowned 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 : According to the plan of A Share Issue and company with limited liability taking into account the H Shares of the with domestic and overseas Company in issue, the Company will apply listed shares 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

Authorization granted to the Board to deal with matters relating to the A Share Issue

The Board was authorized by the Shareholders and, with delegation by the Board, authorize the Chairman to deal with all detailed matters relating to the A Share Issue in accordance with the laws (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:

(1) engage intermediaries in connection with the A Share Issue and determine their fees;
(2) prepare, revise, execute and submit all documents relating to the A Share Issue;
(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

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LETTER FROM THE BOARD

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 overallotment 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);

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

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 held on 14 November 2014.

Use of proceeds from the A Share Issue

The amount of the gross proceeds from the proposed A Share Issue will be determined by the issue price per share (to be fixed after the price consultation) multiplied by the number of A Shares to be issued. The gross proceeds, after deducting the expenses incurred for A Share Issue, are proposed 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. For details relating to the strategic growth objectives of the Company, please refer to the section headed “Business – Business Strategies” in the prospectus of the Company dated 11 June 2014.

Reasons for and Benefits of the A Share Issue

Since the PRC securities industry implements net capital as the core of the risk control index system, the capital scale of securities firms directly determines the size of their business. Therefore, securities firms are actively taking a variety of ways to expand their scale of capital, some leading securities firms in the industry have increased their capital through methods such as listing to expand their business scale, continuously optimize their revenue structures and vigorously develop innovative business. As the only securities firm registered and headquartered in Henan, the Company is facing the abundant development opportunities brought by the development of the securities industry which is strongly supported by the State, the continuous innovation of the financial markets, the implementation of “Central Plains

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LETTER FROM THE BOARD

Economic Zone (中原經濟區)” and “Zhengzhou Airport Economic Experimental Zone (鄭州航空港經濟綜合實驗區)” and other strategic plans of the States. As such, the Company needs to enhance its sustainable development capacity, promote the realization of its strategic development goals by raising fund through the A Share Issue.

Effects of the A Share Issue on the shareholding structure of the Company

Assuming that a total of 877,205,000 A Shares under the A Share Issue are permitted for issuance and the issued share capital of the Company prior to completion of the A Share Issue remains unchanged, the shareholding structure of the Company as at the Latest Practicable Date and immediately after the completion of the A Share Issue is set out as follows:

Domestic Shares Domestic Shares in issue A Shares under the A Share Issue H Shares Total	As at the Latest Practicable Date Number of shares Approximate percentage of the Company issued share capital 1,973,705,700 61.22% – – 1,250,029,000 38.78% 3,223,734,700 100%	Immediately after the completion of the A Share Issue Number of shares Approximate percentage of the Company issued share capital 1,973,705,700 48.13% 877,205,000 21.39% 1,250,029,000 30.48% 4,100,939,700 100%	Immediately after the completion of the A Share Issue Number of shares Approximate percentage of the Company issued share capital 1,973,705,700 48.13% 877,205,000 21.39% 1,250,029,000 30.48% 4,100,939,700 100%
			100%

Public Float

As at the Latest Practicable Date, based on the publicly available information and within the Directors’ knowledge, the Company maintained 25.00% of the H Shares in public hands which satisfied the public float requirement under Rule 8.08 of the Listing Rules. The Company undertakes that it will continue to comply with the public float requirement under Rule 8.08 of the Listing Rules during the application process and upon completion of the A Share Issue.

As at the Latest Practicable Date, the Company had not entered or proposed to enter into any agreement in relation to subscription of A Shares with any connected persons of the Company.

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LETTER FROM THE BOARD

Fundraising activities during the past 12 months

The H Share equity fundraising activities conducted by the Company during the 12 months preceding the Latest Practicable Date are set out as below:

Date of	Fundraising		Intended use of net	Intended use of net		Actual use of net proceeds	Actual use of net proceeds	Actual use of net proceeds
announcement	activity	Net proceeds	proceeds
		(approximate)
9 April 2015,	Issue of 592,119,000	HK$2,475,800,000	After deducting the issue			After deducting the issue
26 May 2015,	new H Shares under		expenses, all of the proceeds			expenses, all of the proceeds
24 July 2015 and	specific mandate		will	be used to supplement		has	been used to supplement
3 August 2015			the	capital base of	the	the	capital base of	the
			Company, among which:			Company, among which:
			(i)	approximately 75%		(i)	approximately 75%
				will be used for the			was used for the
				capital-based			capital-based
				intermediary business			intermediary business
				of the Company, which			of the Company, which
				includes but not			includes but not
				limited to margin			limited to margin
				financing and securities			financing and securities
				lending business,			lending business,
				securities-backed			securities-backed
				lending and securities			lending and securities
				repurchase business,			repurchase business,
				etc.;			etc.;
			(ii)	approximately 15%		(ii)	approximately 15%
				will be used for the			was used for the
				investment and			investment and
				innovative business of			innovative business of
				the Company, which			the Company, which
				includes but not			includes but not
				limited to proprietary			limited to proprietary
				investment business,			investment business,
				alternative investment			alternative investment
				business, market			business, market
				making business,			making business,
				increase in investments			increase in investments
				in subsidiaries, etc.;			in subsidiaries, etc.;
				and			and
			(iii)	approximately 10%
				will be used for other		(iii)	approximately 10%
				businesses and to			was used for other
				supplement the			businesses and to
				liquidity of the			supplement the
				Company.			liquidity of the
							Company.

Save as disclosed above, no other H Share equity fundraising activities were conducted by the Company during the last 12 months preceding the Latest Practicable Date.

– 14 –

LETTER FROM THE BOARD

GENERAL INFORMATION

Given that the A Share Issue is subject to approval by the CSRC and other relevant regulatory authorities and may or may not proceed, Shareholders and investors shall exercise caution when dealing in the H Shares of the Company. The Company shall make further announcement to disclose any major updates and developments in respect of the A Share Issue in accordance with the Listing Rules and other applicable laws and regulations.

The EGM will be convened by the Company to seek approval from Shareholders for, inter alia, (I) implementation of the assessment and award colligation mechanism plan; (II) implementation of the annual assessment-based salary mechanism; (III) appointment of independent non-executive Director; (IV) adjustment of the allowance of independent Supervisors; (V) determination of the salary standard of the chairperson of the Supervisory Committee; (VI) amendments to the Articles in relation to the A Share Issue; and (VII) extension of the authorization period of the A Share Issue and the relevant matters. The Domestic Share Class Meeting and H Share Class Meeting will also be held, respectively, by the Company on the same day to seek approval from holders of Domestic Shares and H Shares for the amendments to the Articles in relation to the A Share Issue and the extension of the authorization period of the A Share Issue and the relevant matters. Please be noted that, other than approval from Shareholders, the amendments to the Articles in relation to the A Share Issue is still subject to the approval by the relevant regulatory authorities in the PRC.

EGM, DOMESTIC SHARE CLASS MEETING AND H SHARE CLASS MEETING

The notices convening the EGM, Domestic Share Class Meeting and H Share Class Meeting of the Company to be held at 9:00 a.m., 10:00 a.m. or immediately after the conclusion of the EGM or any adjournment thereof (whichever is the later) and 11:00 a.m. or immediately after the conclusion of the Domestic Share Class Meeting or any adjournment thereof (whichever is the later) respectively on Monday, 7 December 2015 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, are set out on pages 17 to 26 of this circular.

No Shareholder is required to abstain from voting in connection with the matters to be resolved at the EGM, Domestic Share Class Meeting or H Share Class Meeting.

– 15 –

LETTER FROM THE BOARD

PRC as soon as possible, but in any event, not less than 24 hours before the time scheduled for holding the relevant meetings (or any adjournment thereof) as soon as practicable. Completion and delivery of the proxy forms will not preclude you from attending and voting in person at the relevant meetings or any adjournment if you so desire.

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, the respective resolutions as stated in the notice of EGM, notice of Domestic Share Class Meeting and notice of H Share Class Meeting will be taken by way of a poll under the Article 116 of the Articles.

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

The Board considered that all resolutions to be proposed at the EGM, Domestic Share Class Meeting and H Share Class Meeting are in the interests of the Company and the Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of all resolutions to be proposed at the meetings.

RESPONSIBILITY STATEMENT

This 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 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 circular misleading.

ADDITIONAL INFORMATION

Your attention is drawn to the other information set out in the Appendices to this circular.

Yours faithfully, On behalf of the Board Central China Securities Co., Ltd. JIAN Mingjun Chairman

– 16 –

NOTICE OF EGM

Central China Securities Co., Ltd.

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, 7 December 2015 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolution(s):

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the announcement of the Company dated 19 October 2015 (the “ Announcement ”).

AS ORDINARY RESOLUTIONS

“ THAT :

The implementation of the assessment and award colligation mechanism plan be approved and confirmed.
The establishment of annual assessment-based salary mechanism be approved and confirmed.
Subject to the approval of the relevant governmental authorities of the PRC, the appointment of Mr. Yu Xugang as independent non-executive Director of the fifth session of the Board of the Company for a term commencing from the date of the EGM or the date of approval from the relevant governmental authorities of the PRC (whichever is later) until the expiry of the term of the fifth session of the Board of the Company be approved and confirmed; and the Board be and is hereby authorized to fix his remuneration and determine the terms of the service contract.

– 17 –

NOTICE OF EGM

Adjustments to the allowances granted to independent Supervisors be approved and confirmed; and the Supervisory Committee be and is hereby authorized to determine the specific terms and details of such adjustments.
The determination of the salary standard for the chairperson of the Supervisory Committee be approved, confirmed, and ratified.

AS SPECIAL RESOLUTIONS

Subject to the approval of the relevant regulatory authorities of the PRC, 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.
The extension of 12 months from the next day following the expiration of the original effective period (i.e. 14 November 2015) for A Share Issue proposal approved at the EGM, Domestic Share Class Meeting and H Share Class Meeting dated 14 November 2014 be approved and confirmed.
Subject to the passing of special resolution no. (7) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting, the extension of 12 months from the next day following the expiration of the original effective period (i.e. 14 November 2015) for the authorization approved at the EGM, Domestic Share Class Meeting and H Share Class Meeting dated 14 November 2014 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:
(1) engage intermediaries in connection with the A Share Issue and determine their fees;
(2) prepare, revise, execute and submit all documents relating to the A Share Issue;
(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 overallotment 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);

– 18 –

NOTICE OF EGM

(4) submit the application of A share listing to the Shanghai Stock Exchange and deal with matters relating to the listing and circulation of A Shares;
(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; and
(6) deal with other matters relating to the A share Issue.”

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

Henan, the PRC 23 October 2015

Notes:

The register of members of the Company will be closed from 7 November 2015 to 7 December 2015 (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 EGM, 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 (for holders of H shares of the Company) or the head office in the PRC of the Company (for holders of domestic shares of the Company), no later than 4:30 p.m. on 6 November 2015.
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 of the Company.
In order to be valid, the proxy form for the EGM 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) 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 EGM or any adjourned meetings should they so wish.

– 19 –

NOTICE OF EGM

Shareholders or their proxies shall provide their identity documents when attending the EGM.
Shareholders who intend to attend the EGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before 17 November 2015.
The EGM is expected to take one hour approximately. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.
The address of the head office in the PRC of the Company is No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC.

– 20 –

NOTICE OF DOMESTIC SHARE CLASS MEETING

Central China Securities Co., Ltd.

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a domestic share class meeting (the “ Domestic Share Class Meeting ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 10:00 a.m. on 7 December 2015 (Monday) at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC (or as soon thereafter as the EGM 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 19 October 2015 (the “ Announcement ”).

AS SPECIAL RESOLUTIONS

“ THAT :

Subject to the approval of the relevant regulatory authorities of the PRC, 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.
The extension of 12 months from the next day following the expiration of the original effective period (i.e. 14 November 2015) for A Share Issue proposal approved at the EGM, Domestic Share Class Meeting and H Share Class Meeting dated 14 November 2014 be approved and confirmed.

– 21 –

NOTICE OF DOMESTIC SHARE CLASS MEETING

Subject to the passing of special resolution no. (2) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting, the extension of 12 months from the next day following the expiration of the original effective period (i.e. 14 November 2015) for the authorization approved at the EGM, Domestic Share Class Meeting and H Share Class Meeting dated 14 November 2014 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:
(1) engage intermediaries in connection with the A Share Issue and determine their fees;
(2) prepare, revise, execute and submit all documents relating to the A Share Issue;
(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 overallotment 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);
(4) submit the application of A share listing to the Shanghai Stock Exchange and deal with matters relating to the listing and circulation of A Shares;
(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; and
(6) deal with other matters relating to the A share Issue.”

By order of the Board

Central China Securities Co., Ltd. JIAN Mingjun Chairman

Henan, the PRC

23 October 2015

– 22 –

NOTICE OF DOMESTIC SHARE CLASS MEETING

Notes:

The register of members of the Company will be closed from 7 November 2015 to 7 December 2015 (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 Domestic Share Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the head office in the PRC of the Company, no later than 4:30 p.m. on 6 November 2015.
Shareholders who are entitled to attend and vote at the Domestic Share Class Meeting may appoint one or more proxies to attend and vote on their behalves at the meeting. A proxy need not be a Shareholder of the Company.
In order to be valid, the proxy form for the Domestic Share Class Meeting must be completed and deposited by the holders of Domestic Shares in person or post to the head office in the PRC of the Company not less than 24 hours before the time for holding the Domestic 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 any Shareholder from attending and voting in person at the Domestic Share Class Meeting or any adjourned meetings should he so wish.
Shareholders or their proxies shall provide their identity documents when attending the EGM.
Shareholders who intend to attend the Domestic Share Class Meeting should complete the reply slip and return it by hand or by post to the head office in the PRC of the Company on or before 17 November 2015.
The Domestic Share Class Meeting takes an hour approximately. Shareholders attending the Domestic Share Class Meeting shall be responsible for their own travelling and accommodation expenses.
The address of the head office in the PRC of the Company is No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC.

– 23 –

NOTICE OF H SHARE CLASS MEETING

Central China Securities Co., Ltd.

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a 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 7 December 2015 (Monday) at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC (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 19 October 2015 (the “ Announcement ”).

AS SPECIAL RESOLUTIONS

“ THAT :

Subject to the approval of the relevant regulatory authorities of the PRC, 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.
The extension of 12 months from the next day following the expiration of the original effective period (i.e. 14 November 2015) for A Share Issue Scheme approved at the EGM, Domestic Share Class Meeting and H Share Class Meeting dated 14 November 2014 be approved and confirmed.

– 24 –

NOTICE OF H SHARE CLASS MEETING

Subject to the passing of special resolution no. (2) above at the EGM, Domestic Share Class Meeting and H Share Class Meeting, the extension of 12 months from the next day following the expiration of the original effective period (i.e. 14 November 2015) for the authorization approved at the EGM, Domestic Share Class Meeting and H Share Class Meeting dated 14 November 2014 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:
(1) engage intermediaries in connection with the A Share Issue and determine their fees;
(2) prepare, revise, execute and submit all documents relating to the A Share Issue;
(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 overallotment 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);
(4) submit the application of A share listing to the Shanghai Stock Exchange and deal with matters relating to the listing and circulation of A Shares;
(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; and
(6) deal with other matters relating to the A share Issue.”

By order of the Board

Central China Securities Co., Ltd. JIAN Mingjun Chairman

Henan, the PRC

23 October 2015

– 25 –

NOTICE OF H SHARE CLASS MEETING

Notes:

The register of members of the Company will be closed from 7 November 2015 to 7 December 2015 (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 6 November 2015.
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 at the meeting. A proxy need not be a Shareholder of the Company.
In order to be valid, the proxy form for the H Share Class Meeting must be completed and deposited by Holders of H Shares in person or post 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 any Shareholder from attending and voting in person at the H Share Class Meeting or any adjourned meetings should he so wish.
Shareholders or their proxies shall provide their identity documents when attending the H Share Class Meeting.
Shareholders 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 17 November 2015.
The H Share Class Meeting is expected to take an hour approximately. Shareholders attending the H Share Class Meeting shall be responsible for their own travelling and accommodation expenses.
The address of the head office in the PRC of the Company is No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC.

– 26 –

THE ASSESSMENT AND AWARD COLLIGATION MECHANISM

APPENDIX I

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

The full text of the proposed implementation by the Company of the Assessment and Award Colligation Mechanism plan is set out as follows:

“To enhance the rationality and reasonableness of the Company’s remuneration system and better manage the conflict of interests among the Shareholders, operators and staff members, the Company establishes an assessment and award colligation mechanism which is linked to the operating results, and proposed the preliminary plan regarding the assessment and award colligation. The major theme underlying the plan is to establish an award colligation mechanism that reflects changes synchronized with the changes of the operating results of the Company. This proposal focuses on the overall assessment of Central China Securities by the Board, and does not involve internal assessment within the Company.

I. Where the Company reports profits, the amount of award is determined based on 15% to 20% of the total annual profits. The Directors be and are hereby authorized to discretionarily determine, within the range stated above, the specific percentage with reference to the current conditions during the year.
II. Where the Company reports losses, the deductible variable remunerations shall be calculated. In case the Company’s losses exceed RMB200 million, the whole variable remunerations will be deducted; while such losses fall under RMB200 million, the variable remunerations will be deducted by a percentage calculated based on the proportion of the amount of actual losses suffered with respect to the amount of RMB200 million.
III. The release of rewards will be based on the principle of “reward reserving” (“以豐補歉”), with the release of rewards for the current year not exceeding 80% of the amount of the reward reserve.*”

Due to the possible uncertainties in the market conditions, the principle of “reward reserving” (“以豐補歉”) is adopted for the purpose of determining the amount of rewards to be released. The amount of rewards released for the current year will not exceed 80% of the amount of the reward reserve, whereas the remaining 20% or more will be consolidated into the pool of reward reserve for the next year on an aggregate basis. Assuming that there will be no reward for the second year based on the calculation under the mechanism, the reward for that year can be distributed from the remaining balance of the reward reserve carried forward from the previous year.

– I-1 –

THE ANNUAL ASSESSMENT-BASED SALARY MECHANISM

APPENDIX II

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

The full text of the proposed implementation by the Company of the Annual AssessmentBased Salary Mechanism is set out as follows:

“To motivate its staff members at the management level, the Company has established an annual assessment-based salary mechanism for its staff members at the management level, proposes adjustments to the annual assessment-based salary mechanism for its staff members at the management level.

I. Basic principles governing the adjustments to annual assessment-based salary mechanism

The adjustments to the salaries of staff members at the management level are linked to the annual assessment results. In relation to the staff members at the management level at the headquarters, if they pass the annual assessment for consecutive years, their salary classes would be adjusted upward; otherwise, if they fail the annual assessment, their annual variable salaries would be deducted. The adjustment to the salaries of staff members of the operations department will be carried out with reference to this proposal. The adjustment proposal for staff members which salaries are based on negotiations would be subject to further determination by the operating staff members of the Company.

II. Organization of annual assessments

Party members of the Company shall be subject to annual cadre assessments organized by the State-Owned Assets Supervision and Administration Commission at the provincial level, the results of which will be produced by the State-Owned Assets Supervision and Administration Commission at the provincial level. Other members of the Company at the middle management level or above shall be subject to annual assessments organized by the Party Commission of the Company. Other staff members of the Company shall be subject to the assessments organized by their respective departments under the leadership of the Company, the results of which will be reviewed by the Company and filed for record purposes. In principle, the outstanding performance rate of staff members at the management level under the annual assessments shall not exceed 25% (the quota of which is subject to round-off adjustments).

– II-1 –

THE ANNUAL ASSESSMENT-BASED SALARY MECHANISM

APPENDIX II

III. Adjustments to annual remunerations

In relation to the staff members at the management level at the headquarters, if they pass the annual assessments for consecutive two years, their salary class would be adjusted upwards by one class from their original salary class; if they pass the annual assessments for three consecutive years and within which have obtained at least two merits, their salary class would further be adjusted upwards by one class; if they fail the annual assessments, the annual variable salaries would be deducted. When adjusting the salary class, each result of the annual assessment shall be used once only, and repeated calculation is not permitted. Adjustment to the salary class cannot exceed the highest salary class for such position.”

– II-2 –

AMENDMENTS TO THE ARTICLES IN RELATION TO THE A SHARE ISSUE

APPENDIX III

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

The full text of the amendments to the Articles in relation to the A Share Issue is set out as follows:

Existing Provisions of the Articles in relation to A Share Issue

Amended Provisions of the Articles in relation to A Share Issue

Effects of Amendments

Article 16

“As approved by the national securities regulatory authority and the companies registration authorities, the business scope of the Company is: securities brokerage, securities investment consulting, financial consulting relating to the securities trading and securities investment, securities underwriting and sponsorship, proprietary trading of securities, securities asset management, proxy sale of securities, investment fund, intermediary introduction business for futures companies, margin financing and securities lending business and proxy sale of financial products.”

Article 16

“As approved by the national securities regulatory authority and the companies registration authorities, the business scope of the Company is: securities brokerage, securities investment consulting, financial consulting relating to the securities trading and securities investment, securities underwriting and sponsorship, proprietary trading of securities, proxy sale of securities, investment fund, intermediary introduction business for futures companies, margin financing and securities lending business and proxy sale of financial products.”

Removal of “securities asset management” from the business scope of the Company.

Article 17

“Subject to the national laws and regulations and approval by the securities regulatory authorities, the Company can set up wholly-owned subsidiaries to conduct direct investment business.”

Article 17

“Subject to the national laws and regulations and approval by the securities regulatory authorities, the Company can set up subsidiaries to conduct direct investment business.

Pursuant to the laws and administrative regulations and relevant requirements of the CSRC, the Company can set up subsidiaries to conduct investment in financial products other than those stated in the List of Securities Investment Products for the Proprietary Trading of Securities Companies.”

(1) Elimination of the restriction of the subsidiary engaging in the business of direct investment from being “wholly-owned” by the Company and (2) further provide the Company with the power to set up subsidiaries to conduct investment in financial products other than those stated in the List of Securities Investment Products for the Proprietary Trading of Securities Companies.

– III-1 –

AMENDMENTS TO THE ARTICLES IN RELATION TO THE A SHARE ISSUE

APPENDIX III

Existing Provisions of the Articles in relation to A Share Issue

Article 118

“List of Director and supervisor candidates shall be provided by way of proposals at the general meeting.

The Board shall provide the shareholders with resumes and basic information of Director and supervisor candidates.

The Director candidates shall be nominated by the previous section of the Board, or the shareholders individually or jointly holding no less than 3% of the total of the Company’s shares. The nomination methods and procedures of independent Directors shall be performed in accordance with the laws, regulations, relevant provisions of the securities regulatory authorities of the place where the Company’s shares are listed and relevant rules in relation to independent Directors.

The shareholder representative supervisor candidates shall be nominated by the previous section of supervisory committee, or the shareholders individually or jointly holding no less than 3% of the Company’s shares. Employees representative supervisor candidates shall be democratically elected by employees of the Company.

Amended Provisions of the Articles in relation to A Share Issue

Articles 118

“List of Director and supervisor candidates shall be provided by way of proposals at the general meeting.

The Board shall provide the shareholders with resumes and basic information of Director and supervisor candidates.

The non-employee representative supervisor candidates shall be nominated by the previous section of supervisory committee, or the shareholders individually or jointly holding no less than 3% of the Company’s shares. Employee representative supervisor candidates shall be democratically elected by employees of the Company.

Effects of Amendments

Change of “shareholder representative supervisors” to be “non-employee representative supervisors”.

– III-2 –

AMENDMENTS TO THE ARTICLES IN RELATION TO THE A SHARE ISSUE

APPENDIX III

Existing Provisions of the Articles in relation to A Share Issue

If the number of Directors nominated by any shareholder of the Company accounts for no less than one half of the total members of the Board, then the number of shareholder representative supervisors nominated by such shareholder shall not exceed one third of the total members of the supervisory committee.”

Articles 219

“The positions of supervisors shall be assumed by shareholder representatives and employee representatives.”

Articles 223

“The term of office of a supervisor shall be three years. Shareholder representative supervisors shall be elected or replaced at the general meetings, employee representative supervisors shall be elected or removed democratically by employees of the Company at employee representatives’ meetings, employees’ meetings or in other forms. Supervisors may serve consecutively upon re-election.”

Amended Provisions of the Articles in relation to A Share Issue

Articles 219

“The positions of supervisors shall be assumed by shareholder representatives, employee representatives, external supervisors and independent supervisors.”

Articles 223

“The term of office of a supervisor shall be three years. Non-employee representative supervisors shall be elected or replaced at the general meetings, employee representative supervisors shall be elected or removed democratically by employees of the Company at employee representatives’ meetings, employees’ meetings or in other forms. Supervisors may serve consecutively upon re-election.”

Effects of Amendments

Addition of “external supervisors and independent supervisors” to be eligible for assuming the position of supervisors.

Change of “shareholder representative supervisors” to be “non-employee representative supervisors”.

– III-3 –

AMENDMENTS TO THE ARTICLES IN RELATION TO THE A SHARE ISSUE

APPENDIX III

Existing Provisions of the Articles in relation to A Share Issue

Articles 234

“The Company shall have a supervisory committee, consisting of six Supervisors, not less than one third of themselves of the supervisory committee shall be employee representative supervisors.

The supervisory committee shall have one chairman, who shall be appointed or removed by the affirmative votes of more than two thirds of the members of the supervisory committee.”

Amended Provisions of the Articles in relation to A Share Issue

Articles 234

“The Company shall have a supervisory committee, consisting of nine Supervisors, not less than one third of themselves of the supervisory committee shall be employee representative supervisors.

The supervisory committee shall have one chairman, who shall be appointed or removed by the affirmative votes of more than two thirds of the members of the supervisory committee.”

Effects of Amendments

Increase in number of supervisors in the Company’s supervisory committee.

– III-4 –

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Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2015

49885_rns_2015-11-19_123d87fc-2b7a-4cb9-8658-0ee911c4f87f.pdf

Central China Securities Co., Ltd.

DEFINITIONS

DEFINITIONS

DEFINITIONS

Central China Securities Co., Ltd.

INTRODUCTION

LETTER FROM THE BOARD

(I) PROPOSED IMPLEMENTATION OF THE ASSESSMENT AND AWARD COLLIGATION MECHANISM PLAN

(II) PROPOSED IMPLEMENTATION OF THE ANNUAL ASSESSMENT-BASED SALARY MECHANISM

(III) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

LETTER FROM THE BOARD

(IV) PROPOSED ADJUSTMENT OF THE ALLOWANCE OF INDEPENDENT SUPERVISORS

(V) PROPOSED DETERMINATION OF THE SALARY STANDARD OF THE CHAIRPERSON OF THE SUPERVISORY COMMITTEE

(VI) PROPOSED AMENDMENTS TO THE ARTICLES IN RELATION TO THE A SHARE ISSUE

(VII) PROPOSED EXTENSION OF THE AUTHORIZATION PERIOD OF THE A SHARE ISSUE AND THE RELEVANT MATTERS

LETTER FROM THE BOARD

Proposal of A Share Issue

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Authorization granted to the Board to deal with matters relating to the A Share Issue

Use of proceeds from the A Share Issue

Reasons for and Benefits of the A Share Issue

LETTER FROM THE BOARD

Effects of the A Share Issue on the shareholding structure of the Company

Public Float

Fundraising activities during the past 12 months

GENERAL INFORMATION

EGM, DOMESTIC SHARE CLASS MEETING AND H SHARE CLASS MEETING

VOTING

RECOMMENDATION

RESPONSIBILITY STATEMENT

ADDITIONAL INFORMATION

Central China Securities Co., Ltd.

NOTICE OF EXTRAORDINARY GENERAL MEETING

AS ORDINARY RESOLUTIONS

“ THAT :

AS SPECIAL RESOLUTIONS

Central China Securities Co., Ltd.

NOTICE OF DOMESTIC SHARE CLASS MEETING

AS SPECIAL RESOLUTIONS

“ THAT :

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE OF DOMESTIC SHARE CLASS MEETING

Central China Securities Co., Ltd.

NOTICE OF H SHARE CLASS MEETING

AS SPECIAL RESOLUTIONS

“ THAT :

NOTICE OF H SHARE CLASS MEETING

NOTICE OF H SHARE CLASS MEETING

I. Basic principles governing the adjustments to annual assessment-based salary mechanism

II. Organization of annual assessments

III. Adjustments to annual remunerations

Existing Provisions of the Articles in relation to A Share Issue

Effects of Amendments

Article 16

Article 16

Article 17

Article 17

APPENDIX III

Article 118

Articles 118

Effects of Amendments

Existing Provisions of the Articles in relation to A Share Issue

Articles 219

Articles 223

Amended Provisions of the Articles in relation to A Share Issue

Articles 219

Articles 223

Effects of Amendments

Articles 234

Articles 234

Effects of Amendments

More from Central China Securities Co., Ltd.

Central China Securities Co., Ltd. Proxy Solicitation & Information Statement 2015