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

May 29, 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 MONDAY, 15 JUNE 2015 AND AT ANY ADJOURNMENT MEETING(S) THEREOF

Number of shares and the relevant class of shares to which this revised(domesticformshares/Hof proxyshares) [(Note] relates [1)] I/We, [(Note][2)] of (address) beingof RMB1.00the registeredeach holder(s)in the ofshare capital of Central China Securities Co.,domesticLtd. (theshares/“ Company ”), hereby appoint the Chairman ofH thesharesmeeting [(Note][3)] 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 15 June 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.

	1.
	2.
	3.	To consider and approve the adoption of the Share Option Scheme
		3.1 To consider and approve the terms of the Share Option Scheme to be adopted by the Company (relevant details of the Share Option Scheme are set out in the Appendix to the Circular)
		3.2 To consider and Articles of Asso	approve the authorization of the consequential amendments to the ciation due to exercise of Options under the Share Option Scheme
	Date:	day of	2015 Signature:

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; if no number is inserted, this revised proxy form will be deemed to relate to all shares in the capital of the Company registered in your name(s).

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 full name(s) of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. 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 (the “Closing Time”) .

9. Shareholders who have lodged the proxy form(s) despatched on 10 April 2015 (the “ Original Proxy Form(s) ”) with the Company prior to the date of the Circular should note that:

10. (i) If no Revised Proxy Form(s) is lodged with the Company’s Hong Kong share registrar (for holders of H Shares) or the head office of the Company in the PRC (for holders of Domestic Shares) prior to the Closing Time, the Original Proxy Form(s) will be treated as a valid form of proxy lodged by him or her if correctly completed and signed and returned in accordance with the instructions printed thereon. The proxy appointed by the Shareholder will be entitled to vote at his/her discretion or abstain on any resolution properly proposed to the EGM (including the new resolution no. 3).

11. (ii) If the Revised Proxy Form is lodged with the Company’s Hong Kong share registrar (for holders of H Shares) or the head office of the Company in the PRC (for holders of Domestic Shares) prior to the Closing Time, the Revised Proxy Form will revoke and supersede the relevant Original Proxy Form previously lodged by him or her. The Revised Proxy Form will be treated as a valid form of proxy lodged by such Shareholder if correctly completed and signed and returned in accordance with the instructions printed thereon.

12. (iii) If the duly completed and signed Revised Proxy Form is lodged with the Company’s Hong Kong share registrar (for holders of H Shares) or the head office of the Company in the PRC (for holders of Domestic Shares) after the Closing Time, the Revised Proxy Form will be invalid. However, it will revoke the Original Proxy Form previously lodged by such Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the Original Proxy Form or the Revised Proxy Form) will not be counted in any poll which will be taken on any proposed resolution.

13. Accordingly, Shareholders are advised not to lodge the Revised Proxy Form after the Closing Time. In such case, if any Shareholder wishes to vote at the EGM, he/she will have to attend in person and vote at the relevant meeting himself/herself. Completion and return of the Original Proxy Form(s) and/or the Revised Proxy Form(s) will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should he/she so wish.