Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2025

Jun 9, 2025

申州证券

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' FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 30 JUNE 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 annual general meeting of the Company (the “AGM”) to be held at 9:00 a.m. on Monday, 30 June 2025 at Conference Room, 17th Floor, Zhongyuan Guangfa Financial Building, No. 10 Shangwu Waihuan Road, 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 AGM 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 9 June 2025 (the “Circular”).

ORDINARY RESOLUTIONS		FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
1.	To consider and approve the work report of the Board of the Company for the year of 2024.
2.	To consider and approve the work report of the Supervisory Committee of the Company for the year of 2024.
3.	To consider and approve the duty report of the independent Directors of the Company for the year of 2024.
4.	To consider and approve the annual report of the Company for the year of 2024.
5.	To consider and approve the proposals regarding the profit distribution plan of the Company for the year of 2024 and interim profit distribution authorization for the year of 2025.
6.	To consider and approve the final financial report of the Company for the year of 2024.
7.	To consider and approve the resolution on the re-appointment of auditing firm for the year of 2025.
8.	To consider and approve the evaluations and remuneration of the Directors of the Company for the year of 2024.
9.	To consider and approve the evaluations and remuneration of the Supervisors of the Company for the year of 2024.
10.	To consider and approve the proposal to determine the scale and risk limit of securities proprietary business in 2025.
11.	To consider and approve the proposal to abolish the Company’s Supervisory Committee.

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SPECIAL RESOLUTIONS		FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
12.	To consider and approve the resolution on the amendments to the Articles of Association, the details of which are set out in the Circular.
13.	To consider and approve the resolution on the general mandate for the issuance of onshore and offshore debt financing instruments.
ORDINARY RESOLUTIONS		FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
14.	To consider and approve the resolution on the remuneration of Mr. Lu Zhili for 2023.
15.	To consider and approve the resolution on the remuneration of Mr. Jian Mingjun for 2023.
16.	To consider and approve the resolution on the formulation of the Director Evaluation and Remuneration Management System, the details of which are set out in the Circular.
ORDINARY RESOLUTIONS (BY WAY OF CUMULATIVE VOTING)		CUMULATIVE VOTING (Note 8) (PLEASE INSERT THE NUMBER OF VOTES)
17.00	To consider and approve the resolution on the election of Directors of the Seventh Session of the Board:
17.01	Election of Mr. LI Wenqiang as a director of the Seventh Session of the Board
17.02	Election of Mr. FENG Ruofan as a director of the Seventh Session of the Board

Date: __ day of __ 2025

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 way of non-cumulative voting) or insert the number of shares (applicable for resolutions passed by 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 “√” (applicable for resolutions passed by way of non-cumulative voting) or insert the number of shares (applicable for resolutions passed by 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 “√” (applicable for resolutions passed by way of non-cumulative voting) or insert the number of shares (applicable for resolutions passed by 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 at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the designated voting time for the AGM or any adjournment thereof.

8. For the resolution on the election of Directors of the Seventh Session of the Board (Resolution No. 17.00), 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.