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

Apr 10, 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 DOMESTIC 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 domestic 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 Domestic Share Class Meeting of the Company to be held at 10:00 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 EGM 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 Domestic 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.

		e, (Note 2) address) g the registered holder(s) of domestic shares_(Note 3) of RMB1.00 each in the share capital of Central China Securities Ltd. (the “Company”), hereby appoint the Chairman of the meeting or (Note 4)_ address) my/our proxy(ies) to attend the Domestic Share Class Meeting of the Company to be held at 10:00 a.m. on 25 May 2015 (Monday) at ference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, an Province, the PRC (or as soon thereafter as the EGM shall have been concluded or adjourned, whichever is later) or any adjournment eof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of Domestic Share Class ting as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.
		SPECIAL RESOLUTIONS FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5) 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.

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; 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).

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 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 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 Domestic Share Class Meeting (or any adjournment thereof) or for taking the poll .