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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON 18 NOVEMBER 2016 AND ANY ADJOURNMENT

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

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

of (address)

H shares [(Note][3)] of the meeting (Note 4)

being the holder(s) of

domestic shares/

of RMB1.00 each in the share capital of Central China Securities Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting

or

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 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 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.

	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 by the relevant government authorities of the PRC, the
	proposed amendments to the Articles be			approved and confirmed, and the
	Board be authorized to revise the wordings of such amendments				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
	amendments, comply with the		PRC laws and regulations and meet the
	requirements of the relevant regulatory authorities of the PRC (if any); and
	deal with other matters arising from the amendments to the Articles.
4.	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 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.

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 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 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 shareholder 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, 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, the PRC not less than 24 hours before the time specified for the holding of the EGM (or any adjournment thereof) or for taking the poll.