Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2018

Aug 31, 2018

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 THE SECOND EXTRAORDINARY GENERAL MEETING OF 2018

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting (the “ EGM ”) of 2018 of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Tuesday, 16 October 2018 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions:

AS ORDINARY RESOLUTIONS

1. To consider and approve the Company’s distribution plan for profits for the first half of 2018, including the distribution of an interim dividend for the six months ended 30 June 2018 of RMB0.10 per 10 shares of the Company (tax inclusive) to the holders of A Shares and H Shares whose names appear on the Company’s register of members on the relevant record date, totalling RMB38,690,707.00.

2. To consider and approve the appointment of the Directors of the sixth session of the Board of the Company:

3. 2.1 To consider and approve the appointment of Mr. Jian Mingjun to be the Director of the sixth session of the Board for a term of three years;

4. 2.2 To consider and approve the appointment of Mr. Chang Junsheng to be the Director of the sixth session of the Board for a term of three years;

5. 2.3 To consider and approve the appointment of Mr. Li Xingjia to be the Director of the sixth session of the Board for a term of three years;

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• 2.4 To consider and approve the appointment of Mr. Wang Lixin to be the Director of the sixth session of the Board for a term of three years;

• 2.5 To consider and approve the appointment of Mr. Tian Shengchun to be the Director of the sixth session of the Board for a term of three years;

• 2.6 To consider and approve the appointment of Mr. Zhang Xiaoqi to be the Director of the sixth session of the Board for a term of three years; and

• 2.7 To consider and approve the appointment of Mr. Lu Benson Cheng to be the Director of the sixth session of the Board for a term of three years.

• To consider and approve the appointment of the independent non-executive Directors of the sixth session of the Board of the Company:

• 3.1 To consider and approve the appointment of Mr. Yuen Chi Wai to be the independent non-executive Director of the sixth session of the Board for a term of three years;

• 3.2 To consider and approve the appointment of Mr. Ning Jincheng to be the independent non-executive Director of the sixth session of the Board for a term of three years;

• 3.3 To consider and approve the appointment of Mr. Yu Xugang to be the independent non-executive Director of the sixth session of the Board for a term of three years; and

• 3.4 To consider and approve the appointment of Ms. Zhang Dongming to be the independent non-executive Director of the sixth session of the Board for a term of three years.

• To consider and approve the appointment of the Supervisors of the sixth session of the Supervisory Committee of the Company:

• 4.1 To consider and approve the appointment of Mr. Lu Zhili to be the Supervisor of the sixth session of the Supervisory Committee for a term of three years;

• 4.2 To consider and approve the appointment of Mr. Cao Zongyuan to be the Supervisor of the sixth session of the Supervisory Committee for a term of three years;

• 4.3 To consider and approve the appointment of Mr. Zhang Xiansheng to be the Supervisor of the sixth session of the Supervisory Committee for a term of three years;

• 4.4 To consider and approve the appointment of Mr. Xie Junsheng to be the Supervisor of the sixth session of the Supervisory Committee for a term of three years;

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• 4.5 To consider and approve the appointment of Ms. Xiang Siying to be an independent Supervisor of the sixth session of the Supervisory Committee for a term of three years; and

• 4.6 To consider and approve the appointment of Mr. Xia Xiaoning to be an independent Supervisor of the sixth session of the Supervisory Committee for a term of three years.

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

Henan, the PRC 31 August 2018

Notes:

1. The register of members of H Shares of the Company will be closed from 16 September 2018 to 16 October 2018 (both days inclusive), during which period no transfer of H shares of the Company can be registered. Holders of H Shares who wish to attend and vote at the EGM must lodge 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 14 September 2018.

2. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy needs not to be a shareholder of the Company.

3. In order to be valid, the proxy form of holders of H Shares for the EGM 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 (for holders of H shares of the Company) not less than 24 hours before the time for holding the EGM (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 shareholders from attending and voting in person at the EGM or any adjourned meetings thereof should they so wish.

4. Shareholders or their proxies shall provide their identification documents when attending the EGM.

5. Shareholders who intend to attend the EGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) on or before 26 September 2018.

6. The on-site EGM is expected to take 1.5 hours approximately. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

7. The address of the head office of the Company in the PRC is 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC.

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1. For resolution on the election of Directors of the sixth session of the Board, independent non-executive Director of the sixth session of the Board and Supervisors of the sixth session of the Supervisory Committee (Resolution No. 2 to 4), the cumulative voting system was adopted for each resolution. Each share shall have the same number of voting right as to the number of the candidate under that resolution. Shareholders can use their voting right to vote for the same (one) candidate, or to vote for different candidates separately. After aggregating the final voting results of all Shareholders, those candidates with the highest votes will be elected in descending order. You should pay particular attention to the fact that for each resolution, the number of votes that each Shareholder casts shall not exceed the corresponding maximum number of votes in his/her possession in respect of the election, otherwise, the votes on the resolution will be invalid and deemed abstain. No ballot will be cast “For” or “Abstain” in cumulative voting system. You are requested to fill in the corresponding number of votes in the “Cumulative Voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum number of votes in total under the resolutions, and does not need to be the integral multiples of the number of shares held by the voters. If you mark “✔” in the blank against the name of each candidate, you will be deemed to cast your total number of votes equally amongst the corresponding candidates under that resolution.

As at the date of this notice, the Board comprises executive Directors Mr. JIAN Mingjun and Mr. CHANG Junsheng, 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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