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 H SHARE CLASS MEETING

TO BE HELD ON MONDAY, 25 MAY 2015 AND AT ANY ADJOURNMENT MEETING(S) THEREOF

Number of shares and the relevant class of shares to which this form ofH sharesproxy)relates [(Note][1)] (domestic shares/

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I/We, [(Note][2)] of (address) being the registered holder(s) of 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 H Share Class Meeting of the Company to be held at 11:00 a.m. on 25 May 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 as soon thereafter as the Domestic Share Class Meeting shall have been concluded or adjourned, whichever is later) 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 H Share Class Meeting as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

		SPECIAL RESOLUTIONS							AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)
1.		To consider and approve the following resolutions on			the	Specific	Mandate for the proposed New H			Share Issue and listing of New
		H Shares on the Hong Kong Stock Exchange	(relevant details of the resolutions are set out in the section headed “Proposed Issue
		of New H Shares under Specific Mandate” in the announcement of						the Company dated 9	April 2015 (the “Announcement”)):
	1.1	Class of Shares to be issued
	1.2	Size of issuance
	1.3	Time of issuance
	1.4	Method of issuance
	1.5	Target placees
	1.6	Pricing mechanism
	1.7	Method of subscription
	1.8	Accumulated profits
	1.9	Use of proceeds
	1.10	Validity period of the resolutions
	1.11	Authorization of consequential amendments		to	the	Articles		of
		Association
	1.12	Other relevant authorization to the Board and	the persons			delegated		by
		the Board to deal with and complete all the matters			in relation to the
		New H Share Issue with full authority for a term of 12			months following
		the passing of the relevant resolution(s) at the EGM			and/or the Class
		Meetings

Date:

day of 2015 Signature: (Note 6)

Notes:

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).
Please insert the full name(s) and address(es) as registered in the register of members of the Company in BLOCK LETTERS .
Please insert the number of shares of the Company registered in your name(s) and delete as appropriate; if no number is inserted, this proxy form will be deemed to relate to all shares in the capital of the Company registered in your name(s).
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 form of proxy must be initialed by the person who signs it.
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.
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.
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.
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 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 not less than 24 hours before the time appointed for the holding of the H Share Class Meeting (or any adjournment thereof) or for taking the poll .

AI assistant

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

49885_rns_2015-04-10_5e67456a-5aa2-4c78-b288-6a070d1b5265.pdf