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

Aug 27, 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)

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 form of proxy relates (domestic shares/ H shares)[(] [Note][1][)]

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I/We, [(Note][2)] of (address) being the holder(s) of domestic shares/ H shares [(Note][3)] of RMB1.00 each in the share capital of Central China Securities Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting or (Note 4)

of (address)

as my/our proxy(ies) to attend the extraordinary general meeting (the “ EGM ”) of the Company to be held at 9:00 a.m. on 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; and
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.

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

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

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

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

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

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

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

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