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

Aug 27, 2015

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.

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)

(1) PROPOSED ESTABLISHMENT OF THE ASSET MANAGEMENT SUBSIDIARY;

(2) PROPOSED CHANGE IN THE BUSINESS SCOPE; AND (3) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Letter from the Board is set out on pages 3 to 8 of this circular.

The notice convening an extraordinary general meeting (“ EGM ”) 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 PRC, is set out on pages 9 to 11 of this circular.

The proxy form for use at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying proxy form 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.

28 August 2015

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
(1) Proposed Establishment of the Asset Management Subsidiary . . . . . . . . . . .	4
(2) Proposed Change in the Business Scope . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
(3) Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . .	6
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

• “Articles of Association”

• the Articles of Association of the Company as amended made from time to time

• “Asset Management Subsidiary” a subsidiary intended to be established in Shenzhen, the PRC by the Company to commence asset management business (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 of the approval and registration authorities)

• “Board” the board of Directors of the Company

• “Business Scope” the business scope of the Company

• “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)

• “Directors” the directors of the Company, including the independent non-executive directors

• “Domestic Share(s)” the 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

• “EGM” the extraordinary general meeting of the Company to be held on 12 October 2015

• “H Share(s)”

• the 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

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• For identification purpose only

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DEFINITIONS

“PRC”	The People’s Republic of China which, for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Shareholder(s)”	the shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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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)

Registered Address in the PRC: No. 10 Shangwu Waihuan Road Zhengdong New District Zhengzhou, Henan Province China

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

Non-executive Directors:

Mr. LI Xingjia Mr. ZHANG Qiang Mr. ZHU Jie Mr. WANG Lixin Mr. YU Zeyang

Headquarters/Principal Place of Business in the PRC: No. 10 Shangwu Waihuan Road Zhengdong New District Zhengzhou, Henan Province China

Independent Non-executive Directors: China Mr. ZHU Shanli Mr. YUAN Dejun Principal Place of Business in Hong Kong: Mr. YUEN Chi Wai 18/F, Tesbury Centre Mr. NING Jincheng 28 Queen’s Road East Wanchai, Hong Kong

28 August 2015

To the Shareholders

(1) PROPOSED ESTABLISHMENT OF THE ASSET MANAGEMENT SUBSIDIARY;

(2) PROPOSED CHANGE IN THE BUSINESS SCOPE; AND (3) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

Reference is made to the announcement of the Company dated 20 August 2015 in relation to (1) the proposed establishment of the Asset Management Subsidiary; (2) the proposed change in the Business Scope; and (3) the proposed amendment to the Articles of Association. The purpose of this circular is to provide you with details of the above matters to enable the Shareholders to make an informed decision on whether to vote for or against or abstain from voting on the proposed resolution(s) at the EGM.

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LETTER FROM THE BOARD

1. PROPOSED ESTABLISHMENT OF THE ASSET MANAGEMENT SUBSIDIARY

In order to fully enhance the core competitiveness of the Company, actively expand the Company’s business in asset management, improve the business layout and promote the establishment of a large modern financial holding conglomerate, the Company proposes to establish the Asset Management Subsidiary to commence asset management business.

The name of the Asset Management Subsidiary is provisionally Central China Securities Asset Management Company Limited* (中原證券資產管理有限公司), subject to the final approval of the examination and registration authorities). The Asset Management Subsidiary is intended to be established in Shenzhen, the PRC with the registered capital of RMB300 million. After its establishment, it will become a wholly-owned subsidiary of the Company. The establishment of the Asset Management Subsidiary will be financed by the internal resources of the Group.

The proposed establishment of the Asset Management Subsidiary is subject to the satisfaction of the following conditions:

• (1) the proposed establishment of the Asset Management Subsidiary being approved by the Shareholders at the EGM by way of ordinary resolution; and

• (2) any necessary approval by the relevant government authorities of the PRC in relation to the proposed establishment of the Asset Management Subsidiary being obtained.

* For identification purpose only

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LETTER FROM THE BOARD

2. PROPOSED CHANGE IN THE BUSINESS SCOPE

Pursuant to the “Trial Regulation for the Establishment of Subsidiaries of Securities Companies (《證券公司設立子公司試行規定》)” in the PRC, after the establishment of the Asset Management Subsidiary, the Business Scope shall be changed accordingly to avoid conflict of interest or competitive and the same type of business between the Company and the Asset Management Subsidiary. Therefore, the Board proposes to change the Business Scope as follows:

Existing Business Scope:

“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.”

Amended Business Scope:

“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.”

The proposed change in the Business Scope is subject to the satisfaction of the following conditions:

• (1) the proposed change in the Business Scope being approved by the Shareholders at the EGM by way of ordinary resolution; and

• (2) any necessary approval by the relevant government authorities of the PRC in relation to the proposed establishment of the Asset Management Subsidiary and the proposed change in the Business Scope being obtained.

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LETTER FROM THE BOARD

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As mentioned above, pursuant to the “Trial Regulation for the Establishment of Subsidiaries of Securities Companies (《證券公司設立子公司試行規定》)” in the PRC, after the establishment of the Asset Management Subsidiary, the Business Scope shall be changed accordingly. Therefore, the Board proposes to amend the article in relation to the Business Scope in the Articles of Association as follows:

Article 16

Existing 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.”

Amended 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.”

The English version of the Articles of Association is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

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LETTER FROM THE BOARD

The proposed amendment to the Articles of Association is subject to the satisfaction of the following conditions:

• (1) the proposed amendment to the Articles of Association being approved by the Shareholders at the EGM by way of special resolution; and

• (2) any necessary approval by the relevant government authorities of the PRC in relation to the proposed establishment of the Asset Management Subsidiary, the proposed change in the Business Scope and the proposed amendment to the Articles of Association being obtained.

GENERAL INFORMATION

The EGM will be convened by the Company to seek approval from the Shareholders for, inter alia, (1) the proposed establishment of the Asset Management Subsidiary; (2) the proposed change in the Business Scope; and (3) the proposed amendment to the Articles of Association.

EGM

The EGM 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 PRC, and the notice of EGM is set out on pages 9 to 11 of this circular.

No Shareholder is required to abstain from voting in connection with the matters to be resolved at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying applicable form of proxy in accordance with the instructions printed thereon as soon as possible to 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 (in case of holders of H Shares) and to the head office of the Company in the PRC (in case of holders of Domestic Shares) as soon as possible, but in any event, no later than 24 hours before the time appointed for holding the EGM (or any adjournment thereof). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment if you so wish.

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 resolutions as set out in the notice of EGM 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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considered that all resolutions to be proposed at the EGM 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 the resolutions to be proposed at the EGM.

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

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NOTICE OF EGM

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)

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 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 circular of the Company dated 28 August 2015 (the “ Circular ”).

AS ORDINARY RESOLUTIONS

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 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 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

* For identification purpose only

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NOTICE OF EGM

1. 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 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.

AS SPECIAL RESOLUTION

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 be approved and confirmed, and the Board be authorized to revise the wordings of such amendment as appropriate (no approval from the Shareholders 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 amendment, to comply with the PRC laws and regulations and meet the requirements of the relevant regulatory authorities of the PRC (if any); and deal with other matters arising from the amendment to the Articles of Association.

For details of the above resolutions, please refer to the Circular and the interim report of the Company for the six months ended 30 June 2015.

Central China Securities Co., Ltd. JIAN Mingjun Chairman

Henan, the PRC 28 August 2015

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NOTICE OF EGM

Notes:

1. The register of members of the Company will be closed from 12 September 2015 to 12 October 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 11 September 2015.

2. 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.

3. 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.

4. Shareholders or their proxies shall provide their identity documents when attending the EGM.

5. 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 21 September 2015.

6. The EGM is expected to take two hours approximately. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

7. 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.

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