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

Feb 4, 2016

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

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 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), 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 2 February 2016 (the “ Announcement ”).

AS SPECIAL RESOLUTION

“ That :

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.

AS ORDINARY RESOLUTIONS

1. The Analytical Opinions on the Feasibility of Investment Projects Using Proceeds from the Initial Public Offering of A Shares be approved and confirmed.

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1. 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.”

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

Henan, the PRC 5 February 2016

Notes:

1. The register of members of the Company will be closed from 22 February 2016 to 23 March 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 19 February 2016.

2. Shareholders 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 at the meeting. A proxy need not be a Shareholder of the Company.

3. In order to be valid, the proxy form for the H Share Class Meeting must be completed and deposited by Holders of H Shares in person 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 any Shareholder from attending and voting in person at the H Share Class Meeting or any adjourned meetings should he so wish.

4. Shareholders or their proxies shall provide their identification documents when attending the H Share Class Meeting.

5. Shareholders 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 3 March 2016.

6. The H Share Class Meeting is expected to take an hour approximately. Shareholders attending the H Share Class Meeting shall be responsible for their own travelling 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.

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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