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

Feb 4, 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

23 MARCH 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)

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 23 March 2016 (Wednesday) 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 RESOLUTION	FOR(note 5)	FOR(note 5)	AGAINST(note 5) ABSTAIN(note 5)	AGAINST(note 5) ABSTAIN(note 5)	AGAINST(note 5) ABSTAIN(note 5)	AGAINST(note 5) ABSTAIN(note 5)
	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. (1) in the
		notice of EGM of the Company dated 5 February
		2016) at the EGM, the amendments to the Articles in
		relation to the A Share Issue be approved and
		confirmed; and the taking effect of the amendments
		to the Articles in relation to the A Share Issue be
		approved and confirmed upon completion of the A
		Share Issue
		ORDINARY RESOLUTIONS	FOR(note 5)		AGAINST(note 5) ABSTAIN(note 5)
	2.	The Analytical Opinions on the Feasibility of
		Investment Projects Using Proceeds from the Initial
		Public Offering of A Shares be approved and
		confirmed
	3.	The Analysis of Dilution of Current Returns and
		Implementation of Remedial Measures And
		Relevant Undertakings so as to implement the
		Guiding Opinions of CSRC in relation to matters
		relevant to Dilution of Current Returns by Initial
		Public Offering, Refinancing and Material Assets
		Reorganisation be approved and confirmed

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 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 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. The shares abstained will be counted in the calculation of the required majority.

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