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

Jun 8, 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 2018 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 first extraordinary general meeting (the “ EGM ”) of Central China Securities Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Wednesday, 25 July 2018 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, 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 resolution regarding the purchase of liability insurance for directors, supervisors and senior management of the Company;

2. To consider and approve the resolution regarding the determination of remuneration of the legal representative of Central China Securities Co., Ltd. for the year of 2015;

3. To consider and approve the resolution regarding the determination of remuneration of the president of Central China Securities Co., Ltd. for the year of 2015;

4. To consider and approve the resolution regarding the determination of remuneration of the chairman of the supervisory committee of Central China Securities Co., Ltd. for the year of 2015; and

5. To consider and approve the resolution regarding the determination of remuneration of Mr. Zhou Jianzhong, the former chairman of the supervisory committee of Central China Securities Co., Ltd., for the year of 2015.

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

Henan, the PRC

8 June 2018

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Notes:

1. For Resolution No. 1 above, according to the requirements under Corporate Governance Code as set out in Appendix 14 to the Hong Kong Listing Rules, in order to safeguard against the potential risk exposure arising from the discharge of duties of the directors, supervisors and senior management of the Company and satisfy regulatory requirements for listed companies, the proposal for the purchase of liability insurance for directors, supervisors and senior management was considered and approved by the board of directors of the Company (the “ Board ”) with the liability limit coverage is not less than USD20,000,000 per year for a term of insurance coverage period of 1 year.

2. For Resolution Nos. 2 to 5 above, the proposal on matters relating to the remunerations of directors and supervisors of the Company for 2015 was approved by the Company’s 2015 annual general meeting held on 9 May 2016. Pursuant to the requirement set out in the approval of Henan Provincial Government of the PRC dated 9 May 2017 regarding the “Request for Instructions regarding the Remuneration for Responsible Personnel of Central China Securities” (Yu Guo Zi Min [2017] No. 37 Document) (《關於中原証券公司負責 人薪酬問題的請示》) (豫國資文[2017]37號文件) of the State-owned Assets Supervision and Administration Commission of Henan Provincial People’s Government and Department of Human Resources and Social Security of Henan Province and relevant instructions, the annual remuneration of the Company’s leading group for 2015 shall be confirmed by the Board and the general meeting.

3. The register of members of the Company will be closed from 25 June 2018 to 25 July 2018 (both days inclusive), during which period no transfer of H shares of the Company can be registered. In order to qualify to attend and vote at the EGM, 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 22 June 2018.

4. 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 need not be a shareholder of the Company.

5. In order to be valid, the H shareholders’ proxy form 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 should they so wish.

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

7. 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 5 July 2018.

8. 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.

9. 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. 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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