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

Sep 22, 2015

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 “ ” and carrying on business in Hong Kong as “ ”)

(Stock Code: 01375)

REVISED FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 12 OCTOBER 2015 AND ANY ADJOURNMENT

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

I/We, [(Note][2)]

of (address)

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

or

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 12 October 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 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.

fit.
	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
1.	To consider and approve the Company’s distribution plan for interim
	profit for 2015, including the distribution of an interim dividend of
	RMB2.1 per 10 shares (tax inclusive) (totaling RMB676,984,287.00)
	for the six months ended 30 June 2015 to the shareholders of domestic
	shares and H shares of the Company whose names appear on the
	relevant registers of members on the relevant record date;
2.	Subject to the approval by the relevant government authorities of the
	People’s Republic of China (“PRC”), to consider and approve the
	proposed establishment of a wholly-owned subsidiary (provisionally
	named as Central China Securities Asset Management Company Limited* (中原證券資產管理有限公司), subject to the final approval
	by the examination and registration authorities) (the “Asset
	Management Subsidiary”) in the PRC with a registered capital of
	RMB300 million by the Company, and to authorize any one of the
	directors of the Company (the “Directors”) to act on behalf of the
	Company to take all steps necessary or expedient, comply with the
	applicable laws and regulations and satisfy the requirements (if any) of
	the relevant regulatory authorities, to establish the Asset Management
	Subsidiary, including but not limited to the application for the
	registration of the Asset Management Subsidiary, the formulation of
	the articles of association and signing and executing such further
	documents, or doing any other matters incidental thereto and/or as
	contemplated thereunder, as such Director may in his/her absolute
	discretion deem fit;
3.	Subject to the approval by the relevant government authorities of the
	PRC and the passing of the above ordinary resolution No. 2, to
	consider and approve the proposed change in the business scope of the
	Company, and to authorize any one of the Directors to implement and
	take all steps and to do all acts and things as may be necessary or
	desirable to give effect to the proposed change of the business scope of
	the Company, including but not limited to obtaining all necessary
	approvals from, and undertaking relevant registration and filing
	procedures with the relevant government authorities in the PRC, and
	signing and executing such further documents, or doing any other
	matters incidental thereto and/or as contemplated thereunder, as such
	Director may in his/her absolute discretion deem fit;
4.	Subject to the approval of the relevant governmental authorities of the
	PRC, to consider and approve the appointment of Mr. Li Xingjia as
	non-executive Director of the fifth session of the Board of the
	Company for a term commencing from the date of 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, for a term of three years, and to authorise
	the Board to fix his remuneration and determine the terms of the
	service contract; and

* For identification purpose only

				SPECIAL RESOLUTION		FOR(Note 5)		AGAINST(Note 5)		ABSTAIN(Note 5)
	1.	Subject to	the approval by the relevant government		authorities of the
		PRC and the passing of the above ordinary resolutions Nos. 2 and 3,
		the proposed amendment to the articles of association of the Company
		be approved and confirmed (details of which are set			out in the circular
		of the Company		dated 28 August 2015), and the board of the Company
		be authorized to		revise the wordings of such amendment as appropriate
		(no approval from shareholders of the Company is			required for such
		revision),	and execute relevant documents and/or		take all relevant
		actions as it considers necessary or expedient and in			the interest of the
		Company to effect the proposed amendments, comply with the PRC
		laws and	regulations and meet the requirements of the relevant
		regulatory	authorities of the state (if any); and deal with other matters
		arising from the amendment to the articles of association of the
		Company.
	Date:		day	of 2015		Signature:				(Note 6)

Notes:

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

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

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

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

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

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

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

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

9. In connection with the form of proxy issued by the Company on 28 August 2015 (the “ Original Proxy Form ”), which does not include the new resolution (4) set out in this supplemental notice, for Shareholders who have lodged the Original Proxy Form to the share registrar of the Company, please be reminded that:

10. (i) Where a Shareholder has not returned the Revised Proxy Form to the share registrar of the Company, the Original Proxy Form (if completed correctly) shall be deemed a valid form of proxy returned by such Shareholder. The proxy appointed by the Shareholder in such manner shall be entitled to vote or abstain from voting at his/her discretion on any resolutions properly and duly put to the EGM other than those instructed in the Original Proxy Form, including the new resolution (4) set out in this supplemental notice.

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

12. (iii) Where a Shareholder has returned the Revised Proxy Form to the share registrar of the Company less than 24 hours before 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.