Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2021

Oct 20, 2021

==> picture [160 x 36] intentionally omitted <==

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)

H SHAREHOLDERS’ FORM OF PROXY FOR THE 2021 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON 9 November 2021 OR 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 2021 first extraordinary general meeting (the “ EGM ”) of the Company to be held at 9:30 a.m. on Tuesday, 9 November 2021 at Guangzhou Pearl River Hotel Conference Center, No. 2 Siyou Yima Road, Yuexiu District, Guangzhou City, Guangdong Province, the PRC 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 EGM 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)	AGAINST (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)	ABSTAIN (Note 5)
	1.	To consider and approve the resolution on the amendments to the Articles of Association
				ORDINARY RESOLUTIONS			FOR (Note 5)		AGAINST (Note 5)			ABSTAIN (Note 5)
	2.	To consider and approve the profit distribution plan of the Company for the first half of 2021
	3.00	To consider and approve the resolution on the election of Directors of the Seventh Session of							**Cumulative **	Voting (Note 8)
		the Board:
	3.01	Election of Mr. Jian Mingjun as an executive Director of			the	Seventh Session of the Board
	3.02	Election of Mr. Li Xingjia		as a non-executive Director of	the Seventh Session of the Board
	3.03	Election of Ms. Zhang Qiuyun as a non-executive Director of the Seventh Session of the Board
	3.04	Election of Mr. Wang Lixin as a non-executive Director of the Seventh Session of the Board
	3.05	Election of Mr. Tian Shengchun as a non-executive Director of the Seventh Session of the Board
	3.06	Election of Mr. Zhang Xiaoqi as a non-executive Director of				the Seventh Session of the Board
	3.07	Election of Mr. Lu Benson Cheng as a non-executive Director of the Seventh Session of the
		Board
	4.00	To consider and approve the resolution on the election of independent non-executive Directors							**Cumulative **	Voting (Note 8)
		of the Seventh Session of the Board:
	4.01	Election of Mr. Yu Xugang as an independent non-executive				Director of the Seventh Session of
		the Board
	4.02	Election of Ms. Zhang Dongming as an independent non-executive Director of the Seventh
		Session of the Board
	4.03	Election of Mr. Chen Zhiyong as an independent non-executive Director of the Seventh Session
		of the Board
	4.04	Election of Mr. Tsang Sung as an independent non-executive				Director of the Seventh Session of
		the Board
	5.00	To consider and approve the resolution on the election of			Supervisors of the Seventh Session of				**Cumulative **	Voting (Note 8)
		the Supervisory Committee:
	5.01	Election of Mr. Lu Zhili as a Supervisor of the Seventh Session of the Supervisory Committee
	5.02	Election of Mr. Wei Zhihao as a Supervisor of the			Seventh Session of the Supervisory
		Committee

			ORDINARY RESOLUTIONS		Cumulative Voting (Note 8)
		5.03 Election of Mr. Zhang Xiansheng as a Supervisor of the Seventh Session of the Supervisory
		Committee
		5.04 Election of Mr. Zhang Bo as a Supervisor of the Seventh Session of the Supervisory Committee
		5.05 Election of Ms. Xiang Siying as an independent Supervisor of the Seventh Session of the
		Supervisory Committee
		5.06 Election of Mr. Xia Xiaoning as an independent Supervisor of the Seventh Session of the
		Supervisory Committee

Date: day of 2021 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 H 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 holder of H shares of the Company 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 “ ” (applicable for resolutions passed by the way of non-cumulative voting) or insert the number of shares (applicable for resolutions passed by the way of cumulative voting and non-cumulative voting) held by you in the box marked “FOR”. If you wish to vote against any resolution, please put “ ” or insert the number of shares (applicable for resolutions passed by the way of cumulative voting and non-cumulative voting) held by you in the box marked “AGAINST”. If you wish to abstain from voting on any resolution, please put “ ” or insert the number of shares (applicable for resolutions passed by the way of non-cumulative voting) held by you in the box marked “ABSTAIN”. 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 holder of H shares of the Company 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 scheduled for holding the EGM or any adjournment thereof (as the case may be).

8. For the resolution on the election of Directors of the Seventh Session of the Board, the resolution on the election of independent non-executive Directors of the Seventh Session of the Board and the resolution on the election of Supervisors of the Seventh Session of the Supervisory Committee (Resolution No. 3.00 to 5.00), the cumulative voting system was adopted. In respect of each resolution, each share shall have the same number of voting right as to the number of the candidate of Director. 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 each Shareholder casts shall not exceed the corresponding maximum number of votes in his/her possession in respect of the election of Directors, 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 resolution, 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.