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

Sep 22, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:00 a.m. on Monday, 12 October 2015 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the People’s Republic of China (the “ PRC ”) together with the notice of EGM (the “ Notice ”) to consider and, if thought fit, pass the resolutions to be proposed at the EGM as despatched by the Company on 28 August 2015.

Upon the despatch of the circular (the “ Circular ”) of the Company on 28 August 2015, a written notice was issued by Henan Investment Group Co., Ltd. (“ Henan Investment Group ”), a substantial Shareholder of the Company, to the Company to propose a new resolution at the EGM regarding the proposed appointment of non-executive Director. Pursuant to Article 104 of the articles of association of the Company, Shareholder(s) severally or jointly holding no less than 3.0% shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplementary notice of general meeting to other Shareholders within 2 days after receipt of such proposal, and place the proposal on the agenda for the said meeting and submit the proposal for approval at a general meeting if the said proposal falls within the functions and powers of general meetings. The contents of the provisional proposal shall fall within the functions and powers of general meetings and have specific discussion topic and specific matters to be resolved.

For details of the above new resolution, please refer to the supplemental circular of the Company dated 23 September 2015 (the “ Supplemental Circular ”). Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the Supplemental Circular.

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

AS ORDINARY RESOLUTION

“ THAT :

1. subject to the approval of the relevant governmental authorities of the PRC, to consider and approve the appointment of Mr. Li Xingjia as the 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 authorise the Board to fix his remuneration and determine the terms of the service contract.

Central China Securities Co., Ltd. JIAN Mingjun Chairman

Henan, the PRC 23 September 2015

Notes:

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

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

3. In the event that you wish to attend the EGM after reading the Supplemental Circular but you are unable to return the reply slip for attending the EGM despatched along with the Circular of the Company dated 28 August 2015 on or before 21 September 2015, you may still attend the EGM.

4. Proxy

The form of proxy which relates to the resolutions set out in the Notice and is despatched along with the Circular (the “ Original Proxy Form ”) does not include the new resolution (4) set out in the supplemental notice. Accordingly, a revised form of proxy (“ Revised Proxy Form ”) is prepared by the Company and is enclosed herein.

• (i) Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.

• (ii) In order to be valid, the Revised Proxy Form must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and, for holders of domestic shares of the Company, to the head office in the PRC of the Company not less than 24 hours before the time for holding the EGM (or any adjournment thereof) or for taking the poll. If the Revised Proxy Form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the Revised Proxy Form. Completion and return of the Revised Proxy Form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should they so wish.

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

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

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

  • (c) Where a Shareholder has returned the Revised Proxy Form to the share registrar of the Company 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.

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

• The address of the head office in the PRC of the Company is No.10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, China.

As at the date of this supplemental notice, the Board comprises executive Directors Mr. JIAN Mingjun and Mr. ZHOU Xiaoquan, non-executive Directors Mr. WANG Lixin, Mr. ZHANG Qiang, Mr. ZHANG Xiaoqi and Mr. YU Zeyang, and independent non-executive Directors Mr. YUAN Dejun, Mr. YUEN Chi Wai and Mr. NING Jincheng.

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