Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2016

Oct 3, 2016

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 18 NOVEMBER 2016 AND ANY ADJOURNMENT

Number of H shares to which this form of proxy relates [(Note][1)]

I/We, [(Note][2)]

of (address)

being the 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)

(Note 4)

of (address)

as my/our proxy(ies) to attend the H share class meeting (the “ H Share Class Meeting ”) of the Company to be held at 11:00 a.m. on 18 November 2016 (Friday) 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	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR(Note 5)	FOR(Note 5)	AGAINST(Note 5)	AGAINST(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)	ABSTAIN(Note 5)
1.	The extension of 12 months from the next day following the expiration
	of the First Extension	of Validity Period		(i.e. 14 November 2016) for
	A Share Issue proposal be		approved and	confirmed.
2.	Subject to the passing	of special resolution no. (1) above at the EGM,
	the Domestic Share Class Meeting and H Share Class Meeting,
	respectively, the extension		of 12 months	from the next day following
	the expiration of the	First Extension		of Validity Period (i.e. 14
	November 2016) for	the authorisation to the Board			and, with
	delegation by the Board, the Chairman be approved and confirmed to
	deal with matters relating to the A Share			Issue (pursuant to which the
	Chairman may delegate other Directors to deal with matters				relating to
	the A Share Issue).
3.	Subject to the approval of		the relevant	regulatory authorities of the
	PRC and the passing of special resolution of the proposed amendments
	to the Articles (being special resolution no. (3) in the notice of EGM
	of the Company dated 4 October 2016) at the EGM, the amendment to
	the Articles in relation to the A Share Issue be approved and
	confirmed; and the taking		effect of the amendment to the		Articles in
	relation to the A Share		Issue be approved and confirmed upon
	completion of the A Share		Issue.

Date: day of

2016

Signature:

(Note 6)

Notes:

1. Please insert the number of H shares of the Company registered in your name(s) to which this form of proxy relates. 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 H 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 H shares of the Company registered in your name(s) and delete as appropriate.

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 name of the proxy desired in the space provided. A holder of H shares of the Company 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 or insert the number of shares held by you in the box marked “FOR”. If you wish to vote against any resolution, please put a tick or insert the number of shares held by you in the box marked “AGAINST”. If you wish to abstain from voting on any resolution, please put a tick or insert the number of shares held by you in the box marked “ABSTAIN”. If no direction is given, your proxy may vote as he/she thinks fit. The shares abstained will be counted in the calculation of the required majority.

1. 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 holder of H shares of the Company whose name stands first in the register of members of the Company.

2. 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 specified for the holding of the H Share Class Meeting (or any adjournment thereof) or for taking the poll.