Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2019

Apr 18, 2019

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.

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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 “中原証券股份有限公司” and carrying on business in Hong Kong as “中州証券”) (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 11:30 a.m. on Tuesday, 11 June 2019 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No.10 Shangwu Waihuan Road, Zhengzhou, Henan Province, the PRC (or as soon thereafter as the A 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 18 April 2019.

AS SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the plan of the Non-public Issuance of A Shares by the Company:

2. 1.01 Class and nominal value of shares to be issued

3. 1.02 Method and time of issue

4. 1.03 Target subscribers and subscription method

5. 1.04 Number of shares to be issued

6. 1.05 Issue price and pricing principles

7. 1.06 Arrangements for lock-up period

8. 1.07 Amount and use of proceeds

9. 1.08 Arrangements with regard to the retained profits of the Company before the Non-public Issuance

10. 1.09 Place of listing

11. 1.10 Period of validity of the resolution on the Non-public Issuance

12. 1.01 to1.10 above shall be voted by item; and

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1. To consider and approve the resolution on the grant of authorization to the Board and its authorized persons by the Shareholders’ general meeting to deal with the relevant matters relating to the Non-public Issuance of A Shares.

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

Henan, the PRC 23 April 2019

Note:

1. The register of members of the Company will be closed from 12 May 2019 to 11 June 2019 (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 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 10 May 2019.

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 behalf. 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.

5. 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 22 May 2019.

6. The H Share Class Meeting is expected to take 0.5 hour approximately. Holders of H Shares attending the H Share Class Meeting shall be responsible for their own travel 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 Director Mr. JIAN Mingjun and Mr. CHANG Junsheng, non-executive Directors Mr. LI Xingjia, Mr. WANG Lixin, Mr. TIAN Shengchun, Mr. ZHANG Xiaoqi and Mr. Lu Benson Cheng, and independent non-executive Directors Mr. YUEN Chi Wai, Mr. NING Jincheng, Mr. Yu Xugang and Ms. ZHANG Dongming.

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