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Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2025
Dec 3, 2025
49885_rns_2025-12-03_c3525f14-01ae-4419-b50c-f9f88c313d3e.pdf
Proxy Solicitation & Information Statement
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中州证券
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 “中原证券股份有限公司” and carrying on business in Hong Kong as “中州证券”)
(Stock Code: 01375)
H SHAREHOLDERS' REVISED FORM OF PROXY FOR THE 2025 FIRST EXTRAORDINARY SHAREHOLDERS' MEETING TO BE HELD ON 22 DECEMBER 2025 OR ANY ADJOURNMENT THEREOF
| 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 2025 first extraordinary shareholders' meeting of the Company (the "EGM") to be held at 9:30 a.m. on Monday, 22 December 2025 at Conference Room, 17th Floor, Zhongyuan Guangfa Financial Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan 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. Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 2 December 2025 (the "Circular").
| ORDINARY RESOLUTIONS (BY WAY OF CUMULATIVE VOTING) | CUMULATIVE VOTING (Note 5) (PLEASE INSERT THE NUMBER OF VOTES) | |
|---|---|---|
| 1.00 | To consider and approve the resolution on the election of independent non-executive Directors: | |
| 1.01 | To consider and approve the resolution on the election of Mr. Wang Hui as an independent non-executive Director of the seventh session of the Board. | |
| 1.02 | To consider and approve the resolution on the election of Mr. Wang Huixuan as an independent non-executive Director of the seventh session of the Board. | |
| 1.03 | To consider and approve the resolution on the election of Mr. Du Xiaotang as an independent non-executive Director of the seventh session of the Board. |
Date: __ day of __ 2025
Signature: _____ (Note 6)
Notes:
- 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).
- Please insert the full name(s) and address(es) as registered in the register of members of H Shares of the Company in BLOCK LETTERS.
- Please insert the number of H shares of the Company registered in your name(s) and delete as appropriate.
- 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.
- For the resolution on the election of independent non-executive Directors (Resolution No. 1.00), the cumulative voting system was adopted. 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 such resolution, the number of votes that each Shareholder casts shall not exceed the corresponding maximum number of votes in his/her possession, otherwise, the votes on the resolution will be invalid and deemed abstain. No ballot will be cast "For", "Against" 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.
- 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 H Shares of the Company.
- 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).