China Galaxy Securities Co., Ltd. — Proxy Solicitation & Information Statement 2013

Aug 8, 2013

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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 06881)

FORM OF PROXY FOR THE FOURTH EXTRAORDINARY GENERAL MEETING OF 2013

Number of shares to which this form of proxy relates (Note 2)

I/We_(Note 1) of(Note 1)_ being the shareholder(s) of Domestic Shares/ of China Galaxy Securities Co., Ltd. (the “Company”), hereby
			H Shares_(Note 2) appoint the Chairman of the meeting or of (Note 3)_

as my/our proxy to attend and vote for me/us and on my/our behalf at the fourth extraordinary general meeting of 2013 to be held at Conference Room No. 2, Second Floor, Yingbin Building, Kuangou Guest House of the People’s Government of Beijing Municipality, Beijing, the PRC on Wednesday, 25 September 2013 at 9:30 a.m. or at any adjournment thereof as indicated hereunder in respect of the following resolutions. In the absence of any indication, the proxy may vote at his/her own discretion.

Ordinary Resolutions	Ordinary Resolutions	For(Note 4)	Against(Note 4)	Abstain(Note 4)
1.	To consider and approve the re-appointment of the external auditing f rms of the Company for the year 2013
2.	To consider and approve the Supervisor fees of Mr. Wu Huanliang
3.	To consider and approve the purchase of liability insurance for Directors, Supervisors and Senior Management and liability insurance in respect of the H Share prospectus, and to authorize the Board of Directors to delegate the management of the Company to renew the liability insurance for Directors, Supervisors and Senior Management upon or before the expiry of the relevant contract with a premium of not exceeding USD280,000
Special Resolutions		For(Note 4)	Against(Note 4)	Abstain(Note 4)
4.	To consider and approve the proposal of the issue of corporate bonds by the Company
5.	To consider and approve the plan on authorization given by the Shareholders’ general meeting to the Board of Directors
6.	To consider and approve the amendments to the Articles of Association

Date:

Signature (Note 5, 6 and 7) :

Notes:

1. Please insert the full name(s) and address(es) (as shown in the register of the members) in BLOCK CAPITALS . The name of all joint registered holders should be stated.

2. Please delete as appropriate and insert the number of shares in the Company registered in your name(s) and to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s) (whether alone or jointly with others).

3. If any proxy other than the Chairman of the meeting is preferred, delete the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING, PLEASE PLACE A “ ✓ ” IN THE BOX MARKED “ABSTAIN”. If the form returned is duly signed but without specifi c direction on any of the proposed resolutions, the proxy is entitled to vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specifi c direction, the proxy is entitled, in relation to that particular proposed resolution, to vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting. The shares abstained will be counted in the calculation of the required majority.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must either be executed under seal or under the hand of legal representative or an attorney duly authorized to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarized.

6. Where there are joint holders of any shares, the one whose name stands fi rst in the register of members shall alone be entitled to attend and vote at the meeting in respect of such shares.

7. In order to be valid, this form of proxy together with any power of attorney or other documents of authorization (if any) must be deposited at (i) the Company’s H Share registrar, Computershare Hong Kong Investors Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holder of H Shares) or (ii) the Offi ce of the Board of Directors of the Company at Tower C, Corporate Square, 35 Finance Street, Xicheng District, Beijing, the PRC (for holders of Domestic Shares) not later than 24 hours before the time of the meeting or any adjourned meeting.