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

Feb 13, 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)

(I) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; (II) PROPOSED AMENDMENT TO THE BOARD MEETING RULES; AND

(III) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Letter from the Board is set out on pages 3 to 7 of this circular.

The notice convening an extraordinary general meeting (“ EGM ”) to be held at 9:00 a.m. on Tuesday, 31 March 2015 at Garden Hall 1, 4th Floor, Zhongyou Garden Hotel, No. 11 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, is set out on pages 8 to 9 of this circular.

The proxy form for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon as soon as possible. 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.

13 February 2015

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
(I)	Proposed Amendment to the Articles of Association . . . . . . . . . . . . . . . . . .	4
(II)	Proposed Amendment to the Board Meeting Rules . . . . . . . . . . . . . . . . . . .	4
(III)	Proposed Appointment of Independent Non-executive Director. . . . . . . . . .	5
**NOTICE **	OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

• “Articles” or “Articles of Association”

• the articles of association of the Company as amended from time to time

• “Audit Committee”

• the audit committee of the Board

• “Board” the Board of Directors of the Company

• “Board Meeting Rules”

• the rules of procedure for the meetings of the Board of the Company as amended from time to time

• “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

• “CSRC” China Securities Regulatory Commission

• “Director(s)” director(s) of the Company

• “Domestic Share(s)”

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 (or any adjournment thereof) of the Company to be held at 9:00 a.m. on 31 March 2015 (Tuesday) at Garden Hall 1, 4th Floor, Zhongyou Garden Hotel, No. 11 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC for the Shareholders to consider and approve the resolutions regarding (i) the proposed amendment to the Articles of Association; (ii) the proposed amendment to the Board Meeting Rules; and (iii) the proposed appointment of independent non-executive Director

• “H Share(s)”

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

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DEFINITIONS

“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	the People’s Republic of China, excluding, for the
	purpose of this circular only, Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong)
“Share(s)”	Domestic Shares and H Shares
“Shareholder(s)”	shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“ZDKY Venture Capital”	Zhongding Kaiyuan Venture Capital Management Co.,
	Ltd. (中鼎開源創業投資管理有限公司), a wholly-owned
	subsidiary of the Company

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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)

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

Independent Non-executive Directors: Mr. ZHU Shanli Mr. YUAN Dejun Mr. YUEN Chi Wai

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

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

Principal Place of Business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wanchai, Hong Kong

13 February 2015

To the Shareholders

(I) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; (II) PROPOSED AMENDMENT TO THE BOARD MEETING RULES; AND

(III) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

INTRODUCTION

Reference is made to the announcement of the Company dated 9 February 2015 in relation to (i) the proposed amendment to the Articles of Association; (ii) the proposed amendment to the Board Meeting Rules; and (iii) the proposed appointment of Mr. Ning Jincheng (“ Mr. Ning ”) as an independent non-executive Director. 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

(I) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

According to the business development needs of the Company, the Company proposes to increase the capital and diversify the shareholdings of ZDKY Venture Capital, a wholly-owned subsidiary of the Company which engages in direct investment business. Accordingly, the Company has to amend Article 17 of the Articles of Association as follows:

Original version:

“Subject to the national laws and regulations and approval by the securities regulatory authorities, the Company can set up wholly-owned subsidiaries to conduct direct investment business.

Pursuant to the laws and administrative regulations and relevant requirements of the CSRC, the Company can set up subsidiaries to conduct investment in financial products other than those stated in the List of Securities Investment Products for the Proprietary Trading of Securities Companies.”

Proposed to be amended as follows:

“Subject to the national laws and regulations and approval by the securities regulatory authorities, the Company can set up subsidiaries to conduct direct investment business.

Pursuant to the laws and administrative regulations and relevant requirements of the CSRC, the Company can set up subsidiaries to conduct investment in financial products other than those stated in the List of Securities Investment Products for the Proprietary Trading of Securities Companies.”

The abovestated amendment is subject to the approval by the Shareholders at the EGM by way of special resolution and the obtaining of all necessary approvals, authorizations or registrations from or filing with (as appropriate) relevant government or regulatory authorities.

If any transaction contemplated under the proposed capital increase and shareholdings diversification of ZDKY Venture Capital constitutes a connected and/or notifiable transaction of the Company under the Listing Rules, the Company will make disclosure in due course in compliance with requirements of the Listing Rules.

(II) PROPOSED AMENDMENT TO THE BOARD MEETING RULES

The Company proposes to amend Rule 3 of the Board Meeting Rules as follows:

Original version:

“The general office of the Board is established under the Board and responsible for handling the daily affairs of the Board.

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LETTER FROM THE BOARD

The secretary to the Board shall also serve as the person-in-charge of the general office of the Board, and keep the seals of the Board and the general office of the Board in custody.”

Proposed to be amended as follows:

“The general office of the Board is established under the Board and responsible for handling the daily affairs of the Board.

The person-in-charge of the general office of the Board shall keep the seals of the Board and the general office of the Board in custody.”

The abovestated amendment is subject to the approval by the Shareholders at the EGM by way of ordinary resolution.

(III) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 6 January 2015 in relation to the resignation of Ms. Shi Dan as an independent non-executive Director and a member of the Audit Committee on 6 January 2015. As stated in the said announcement, the Company intended to seek a suitable candidate to fill the abovementioned vacancy within 3 months from the resignation date of Ms. Shi Dan pursuant to Rules 3.11 and 3.23 of the Listing Rules and the terms of reference of the Audit Committee.

After consideration, the Board proposed to appoint Mr. Ning as an independent non-executive Director. The biographical details of Mr. Ning are as follows:

Mr. Ning Jincheng, aged 58, currently a professor of the law faculty, doctoral tutor and an university researcher of Zhengzhou University. Mr. Ning has worked in the areas of legal education and research and administrative management and accumulated extensive experiences in legal sector after graduated from Zhengzhou University with a bachelor’s degree in economics in June 1982. Mr. Ning also obtained a PhD degree in law (civil law and business law) from Macau University of Science and Technology in January 2005 and completed the training course for senior management of listed companies organized by the Shenzhen Stock Exchange in August 2012.

Mr. Ning confirmed that (i) he does not hold any position of the Group nor any other directorship in other listed companies for the past three years; (ii) he does not have any relationship with any other Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) he does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, the Company considers that, there is no information which is discloseable nor is/was Mr. Ning involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters that need to be bought to the attention of the Shareholders.

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LETTER FROM THE BOARD

Mr. Ning confirmed that he has met the independence criteria as set out in Rule 3.13 of the Listing Rules.

Mr. Ning’s appointment as an independent non-executive Director shall take effect upon the obtaining of approval for the resolution regarding his appointment as an independent non-executive Director at the EGM from the Shareholders and the approval from the CSRC and/or relevant authorities of the State and the Company will also enter into a service contract with him. Mr. Ning’s term of office will commence from the date of the EGM or the date of approval from the CSRC and/or relevant authorities of the State (whichever the later) until the expiry of the term of the fourth session of the Board of the Company. His remuneration will be determined after considering the proposal from the remuneration and nomination committee of the Board with reference to the remuneration of the other independent non-executive Directors.

GENERAL INFORMATION

EGM

The EGM will be convened by the Company to seek approval from the Shareholders for (i) the proposed amendment to the Articles of Association; (ii) the proposed amendment to the Board Meeting Rules; and (iii) the proposed appointment of Mr. Ning as an independent non-executive Director.

The notice convening the EGM to be held at 9:00 a.m. on Tuesday, 31 March 2015 at Garden Hall 1, 4th Floor, Zhongyou Garden Hotel, No. 11 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, is set out on pages 8 to 9 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 meeting in person, you are requested to complete and return the accompanying proxy form 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 voting at the EGM of all 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.

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LETTER FROM THE BOARD

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.

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 31 March 2015 (Tuesday) at Garden Hall 1, 4th Floor, Zhongyou Garden Hotel, No. 11 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 13 February 2015 (the “ Circular ”).

AS SPECIAL RESOLUTION

“ THAT :

1. The proposed amendment to the Articles of Association be approved and confirmed (details of which are set out in the Circular), and the Board be authorized to revise the wordings of such amendment as appropriate (no approval from 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, 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;

AS ORDINARY RESOLUTIONS

1. The proposed amendment to the Board Meeting Rules be approved and confirmed (details of which are set out in the Circular), and the Board be authorized to revise the wordings of such amendment as appropriate (no approval from 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, 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 Board Meeting Rules; and

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NOTICE OF EGM

1. Subject to the approval of the CSRC and/or the relevant authorities of the State, Mr. Ning Jincheng be approved and appointed as an independent non-executive Director of the fourth session of the Board of the Company for a term commencing from the date of the approval at the EGM or the date of approval from the CSRC and/or the relevant authorities of the State (whichever the later) and ending upon expiry of the term of the fourth session of the Board of the Company; and the Board be authorized to determine its remuneration and finalize the terms of service contract.”

By order of the Board Central China Securities Co., Ltd. JIAN Mingjun Chairman

Henan, the PRC 13 February 2015

Notes:

1. The register of members of the Company will be closed from 1 March 2015 to 31 March 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 27 February 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 11 March 2015.

6. The EGM is expected to take an hour 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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