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

Sep 22, 2015

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 supplemental circular and the accompanying revised 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 supplemental 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 supplemental circular.

Central China Securities Co., Ltd.

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

(Stock Code: 01375)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 28 AUGUST 2015 TO THE SHAREHOLDERS PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

This Supplemental Circular must be read together with the circular of the Company dated 28 August 2015. A supplemental notice convening an extraordinary general meeting (“ EGM ”) (or any adjournment thereof) of the Company to be held at 9:00 a.m. on Monday, 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 (“ PRC ”) is set out on pages 6 to 8 of this Supplemental Circular. The supplemental notice of EGM shall be read together with the notice of EGM dated 28 August 2015.

The revised proxy form for use at the EGM is enclosed and also published on the website of the Stock Exchange of Hong Kong Limited. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying revised proxy form in accordance with the instructions printed thereon. In case of H Shares, the revised proxy form shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; and in case of Domestic Shares, the revised proxy form shall be lodged at the head office of the Company in the PRC as soon as possible, but in any event, not less than 24 hours before the time scheduled for holding the EGM (or any adjournment thereof) or for taking the poll as soon as practicable. Completion and delivery of the revised proxy form will not preclude you from attending and voting in person at the EGM or any adjournment if you so desire.

23 September 2015

CONTENTS

	Page
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Proposed Appointment of Non-executive Director . . . . . . . . . . . . . . . . . . . . . .	2
Supplemental Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . .	6

– i –

LETTER FROM THE BOARD

Central China Securities Co., Ltd.

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

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

Non-executive Directors: 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

23 September 2015

To the Shareholders

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 28 AUGUST 2015 TO THE SHAREHOLDERS PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

This Supplemental Circular must be read together with the circular of the Company dated 28 August 2015 (the “ Circular ”). The Circular sets out, among others, details of the resolutions regarding the proposed establishment of the Asset Management Subsidiary, the proposed change in the Business Scope and the proposed amendment to the Articles of Association. The purpose of this Supplemental Circular is to provide you with details of the new resolution to be proposed at the EGM regarding the proposed appointment of a non-executive Director.

– 1 –

LETTER FROM THE BOARD

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

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Pursuant to Article 104 of the Articles of Association, shareholder(s) severally or jointly holding no less than 3.0% shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplementary notice of general meeting to other shareholders within 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.

Upon the despatch of the Circular, Henan Investment Group Co., Ltd. (“ Henan Investment Group ”), a substantial Shareholder holding approximately 27.017% of issued share capital of the Company, issued a written notice to the Company on 21 September 2015 to propose a new resolution at the EGM regarding the proposed appointment of Mr. Li Xingjia (李興佳先生) (“ Mr. Li ”) as the non-executive Director.

The biographical details of Mr. Li are as follows:

Mr. Li Xingjia , aged 51, was the non-executive Director of the Company from June 2008 to September 2015. Mr. Li has worked in the Henan Planned Economy Committee, Henan Planning Commission and Henan Development and Reform Commission as officer, managing officer and deputy division head. He has served in Henan Construction and Investment Corporation as the chief economist and deputy general manager. He has also worked in Henan Investment Group as the temporary officer responsible for asset management department I and the chief technology officer, while serving as the chairman of the board of YUNENG Holdings Company Limited. He is currently serving as the deputy general manager of Henan Investment Group.

Mr. Li obtained a bachelor degree of engineering majoring in urban gas thermal engineering from Harbin Engineering University (formerly known as Harbin Engineering College) in July 1984 and studied the post-graduate course of public administration from Tsinghua University and obtained a graduation certificate in April 2004.

Save as disclosed above, Mr. Li confirmed that (i) he has not held any position of the Company and its subsidiaries nor any other directorship in other listed companies for 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).

– 2 –

LETTER FROM THE BOARD

Save as disclosed above, the Company considers that, there is no information which is discloseable nor is/was Mr. Li involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

The appointment of Mr. Li as the non-executive Director will become effective upon the relevant approval by the Shareholders at the EGM and the relevant governmental authorities of the PRC. The Company will enter into a service contract with Mr. Li. The term of office will commence from the date of the EGM or the date of approval of the relevant governmental authorities of the PRC (whichever the later) and shall end at the expiry of the term of the fifth session of the Board, for a term of three years. The remuneration of Mr. Li shall be proposed by the Board’s Remuneration and Nomination Committee according to the industry and market conditions, which proposal has been implemented after approval by the previous general meetings of the Company.

SUPPLEMENTAL NOTICE OF EGM AND REVISED PROXY FORM

The new resolution regarding the proposed appointment of the non-executive Director set out herein is included in the supplemental notice of EGM as set out on pages 6 to 8 of this Supplemental Circular.

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

If you wish to appoint a proxy to attend the EGM on your behalf, you must complete and return the accompanying Revised Proxy Form in accordance with the instructions printed thereon. In case of H Shares, the Revised Proxy Form shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; and in case of Domestic Shares, the Revised Proxy Form shall be lodged at the head office of the Company in the PRC as soon as possible, but in any event, not less than 24 hours before the time scheduled for holding the EGM (or any adjournment thereof) or for taking the poll as soon as practicable. Completion and delivery of the Revised Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment if you so desire.

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

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

– 3 –

LETTER FROM THE BOARD

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

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

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 resolution as set out in the supplemental notice of EGM will be proposed at the EGM and will be taken by way of a poll under the Article 116 of the Articles of Association.

During the poll, every Shareholder present in person or by proxy (or in case of corporation, its duly authorised representative) at the EGM shall have one vote for each share registered in his/her name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.

RECOMMENDATION

Taking into consideration of the written notice issued by Henan Investment Group to propose the new resolution regarding the proposed appointment of Mr. Li Xingjia as non-executive Director at the EGM, the Directors considered that the proposed appointment is in the interests of the Company and the Shareholders as a whole. Therefore, the Directors recommend the Shareholders to vote in favour of the above new resolution to be proposed at the EGM.

– 4 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This Supplemental Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Supplemental Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Supplemental Circular misleading.

Yours faithfully,

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

– 5 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Central China Securities Co., Ltd.

(a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “ ” 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.

– 6 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

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

– 7 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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.

– 8 –