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

Aug 8, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

(Stock Code: 06881)

NOTICE OF THE FOURTH EXTRAORDINARY GENERAL MEETING OF 2013

NOTICE IS HEREBY GIVEN that the Fourth Extraordinary General Meeting of 2013 of China Galaxy Securities Co., Ltd. (the “Company”) will 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., for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the re-appointment of the external auditing fi rms of the Company for the year 2013

2. To consider and approve the proposal of 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

1. To consider and approve the proposal of the issue of corporate bonds by the Company, including:

2. 4.1 Issue size

3. 4.2 Arrangement on placement to Shareholders

4. 4.3 Maturity

5. 4.4 Coupon rate and rate determination mechanism

6. 4.5 Use of proceeds

7. 4.6 Place of listing

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4.7 Guarantee arrangements

• 4.8 Validity of the resolution

• 4.9 Authorization in relation to the issue

4.10 Protection measures for repayment

1. To consider and approve the plan on authorization given by the Shareholders’ general meeting to the Board of Directors, including:

2. 5.1 Authorized matters and scope of authorization

3. 5.2 Defi nitions of certain terms in the authorization plan

4. 5.3 Validity of the authorization plan

5. To consider and approve the addition of the new fi fth paragraph after the end of the existing fourth paragraph of Article 203 (and the existing fi fth paragraph will be the new sixth paragraph) in the Articles of Association as follows:

“The Supervisory Committee may establish the Financial Supervision and Inspection Committee and the Performance Supervision and Inspection Committee. The special committees of the Supervisory Committee shall be composed of Supervisors and shall be responsible and report to the Supervisory Committee. Members of the special committees of the Supervisory Committee shall have professional knowledge and working experience related to their duties. The composition, terms of reference and rules of procedures of each special committee shall be formulated by the Supervisory Committee.”

By order of the Board China Galaxy Securities Co., Ltd. Chen Youan Chairman

Beijing, the PRC, 9 August 2013

Notes:

1. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. As such, each of the resolutions set out in the notice of EGM will be voted by poll. Results of the poll voting will be published on the Company’s website at www.chinastock.com.cn and the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.

2. Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

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1. In order to be valid, the form of proxy together with the notarized power of attorney or other documents of authorization, if any, must be completed and returned to the Offi ce of the Board of Directors of the Company (for holders of Domestic Shares) or the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders of H Shares), not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the EGM or any adjournment thereof should he/she so wish.

2. The H Share register of members of the Company will be closed, for the purpose of determining the entitlement of holders of H Shares to attend the EGM, from Monday, 26 August 2013 to Wednesday, 25 September 2013 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the EGM, all share certifi cates, together with the instruments of transfers, must be lodged for registration with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 23 August 2013. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the EGM.

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

4. Shareholders of the Company intending to attend the EGM in person or by their proxies should return the reply slip for attending the EGM in person or by post to the Offi ce of the Board of Directors of the Company (for holders of Domestic Shares) or the Company’s H Share registrar, Computershare Hong Kong Investors Services Limited (for holders of H Shares) on or before Thursday, 5 September 2013. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

5. Shareholder or his proxy shall produce proof of identity when attending the EGM:

6. (1) Legal representatives of legal person shareholders who attend the meeting shall produce their own identity cards and effective proof of their capacity as legal representatives. Proxies of legal person shareholders shall produce their own identity cards and the form of proxy duly signed by the legal representatives or the board of directors or other governing body of the legal person shareholders according to laws.

7. (2) Individual shareholders who attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual shareholders shall produce effective proof of identity and form of proxy.

8. The EGM is expected to be held for less than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

9. The Offi ce of the Board of Directors of the Company is located at Tower C, Corporate Square, 35 Finance Street, Xicheng District, Beijing, the PRC Tel. no.: 86 (10) 6656 8888 Fax no.: 86 (10) 6656 8640

As at the date of this notice, the non-executive Directors of the Company are Mr. CHEN Youan, Mr. XU Guoping, Mr. LI Chenghui, Mr SHI Xun and Ms. QI Xiaoli; the executive Directors are Mr. GU Weiguo and Mr. WU Chengming; and the independent non-executive Directors are Mr. WANG Shiding, Mr. LIU Feng, Mr. ZHOU Ruijin and Mr. WU Yuwu.

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