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

Oct 3, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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 H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a H Share Class Meeting (the “ H Share Class Meeting ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 11:00 a.m. on Friday, 18 November 2016 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), for the purpose of considering and, if thought fit, passing the following resolutions.

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the announcement of the Company dated 29 September 2016 (the “ Announcement ”).

AS SPECIAL RESOLUTIONS

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.

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1. Subject to the passing of special resolution no. (1) above at the EGM, the Domestic Share Class Meeting and the 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), including but not limited to:

2. (1) engage intermediaries in connection with the A Share Issue and determine their fees;

3. (2) prepare, revise, execute and submit all documents relating to the A Share Issue;

4. (3) determine details of the proposal of the A Share Issue pursuant to the proposal of A Share Issue passed at the extraordinary general meeting of the Company dated 14 November 2014 and the provisions or requirements of securities regulatory authorities of the State Council based on the prevailing conditions of the market where the A Share Issue takes place (including but not limited to the A Share issue price, issue size, strategic placing and over-allotment matters and proportion of placing, method of issue, target subscribers, timing of issue, proposed use of proceeds and other matters relating to the implementation of the proposal of the A Share Issue);

5. (4) submit the application of A share listing to the Shanghai Stock Exchange and deal with matters relating to the listing and circulation of A Shares;

6. (5) final confirmation of the terms such as the listing approval date and reference number, registered capital, shareholding structure, custodian of shares and information disclosure publications in the Articles based on the actual conditions of the A share listing after the public offering and listing of A Shares by the Company, and deal with the registration of changes in particulars with the industry and commerce bureau; and

7. (6) deal with other matters relating to the A share Issue.

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1. 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.

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

Henan, the PRC 4 October 2016

Notes:

1. The register of members of the Company will be closed from 19 October 2016 to 18 November 2016 (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 H Share Class Meeting, 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, no later than 4:30 p.m. on 18 October 2016.

2. Holders of H Shares who are entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.

3. In order to be valid, the proxy form for the H Share Class Meeting must be deposited by hand or by post 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 not less than 24 hours before the time for holding the H Share Class Meeting (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 holders of H Shares from attending and voting in person at the H Share Class Meeting or any adjourned meetings should they so wish.

4. Holders of H Shares or their proxies shall provide their identity documents when attending the H Share Class Meeting.

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1. Holders of H Shares who intend to attend the H Share Class Meeting should complete the reply slip and return it by hand or by post to the H share registrar of the Company on or before 29 October 2016.

2. The H Share Class Meeting is expected to take one hour approximately. Holders of H Shares attending the H Share Class Meeting shall be responsible for their own travel and accommodation expenses.

3. 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.

As at the date of this notice, the Board comprises executive Directors Mr. JIAN Mingjun and Mr. ZHOU Xiaoquan, non-executive Directors Mr. LI Xingjia, Mr. WANG Lixin, Mr. ZHANG Qiang, Mr. ZHANG Xiaoqi and Mr. YU Zeyang, and independent non-executive Directors Mr. YUAN Dejun, Mr. YUEN Chi Wai, Mr. NING Jincheng and Mr. YU Xugang.

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