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

Aug 8, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Galaxy Securities Co., Ltd., you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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

RE-APPOINTMENT OF EXTERNAL AUDITING FIRMS FOR THE YEAR 2013 PROPOSAL OF SUPERVISOR FEES OF MR. WU HUANLIANG PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT AND LIABILITY INSURANCE IN RESPECT OF THE H SHARE PROSPECTUS PROPOSAL OF ISSUE OF CORPORATE BONDS PLAN ON AUTHORIZATION GIVEN BY THE SHAREHOLDERS’ GENERAL MEETING TO THE BOARD OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE FOURTH EXTRAORDINARY GENERAL MEETING OF 2013

A notice convening the EGM of China Galaxy Securities Co., Ltd. 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. is set out on pages 12 to 14 of this circular.

If you intend to appoint a proxy to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for holders of H Shares) and the Offi ce of the Board of Directors of the Company (for holders of Domestic Shares) not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof in person or by post. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

If you intend to attend the EGM in person or by proxy, please complete the enclosed reply slip and return the same to Computershare Hong Kong Investor Services Limited (for holders of H Shares) and the Offi ce of the Board of Directors of the Company (for holders of Domestic Shares) on or before Thursday, 5 September 2013.

9 August 2013

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE FOURTH EXTRAORDINARY GENERAL MEETING OF 2013 . . . . . . . . . . . . . .	12

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Articles of Association”	the articles of association of the Company, as amended from time
	to time
“Board” or “Board of Directors”	the board of directors of the Company
“Company”	China Galaxy Securities Co., Ltd., a joint stock company
	incorporated in the PRC on 26 January 2007, whose H Shares are
	listed on the Stock Exchange (Stock Code: 06881)
“Director(s)”	the director(s) of the Company
“Directors, Supervisors and Senior	the directors, supervisors and senior management of the Company
Management”
“Domestic Share(s)”	issued ordinary share(s) in the share capital of the Company with
	a nominal value of RMB1.00 each, which is(are) subscribed for or
	credited as fully paid in RMB
“EGM” or “Extraordinary General	the fourth extraordinary general meeting of 2013 of the Company
Meeting”	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.
“Group”	the Company and its subsidiaries
“H Share(s)”	overseas listed foreign share(s) in the share capital of the Company
	with a nominal value of RMB1.00 each, which is(are) listed on the
	Stock Exchange and traded in HK dollars
“HK$” or “HK dollars”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Non-executive	the independent non-executive director(s) of the Company
Director(s)”
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended from time to time
“PRC” or “China”	the People’s Republic of China, but for the purposes of this circular
	only, excludes Hong Kong, Macau Special Administrative Region
	and Taiwan region
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC

— 1 —

DEFINITIONS

“Share(s)” ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, including Domestic Shares and H Shares “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” the supervisor(s) of the Company “Supervisory Committee” the supervisory committee of the Company “US$” or “U.S. dollar” or “USD” United States dollars, the lawful currency of the United States

In case of any discrepancy between the Chinese version and the English version of this circular, the Chinese version shall prevail.

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LETTER FROM THE BOARD

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

The Board of Directors:

Non-executive Directors: Mr. CHEN Youan (Chairman) Mr. XU Guoping Mr. LI Chenghui Mr. SHI Xun Ms. QI Xiaoli

Executive Directors: Mr. GU Weiguo (Vice Chairman and President) Mr. WU Chengming

Registered Offi ce and Head Offi ce in the PRC: 2–6F, Tower C, Corporate Square 35 Finance Street Xicheng District, Beijing, the PRC

Principal place of business in Hong Kong: Unit 3501-07, 3513-14 35/F, Cosco Tower 183 Queen’s Road Central, Sheung Wan Hong Kong

Independent Non-executive Directors:

Mr. WANG Shiding Mr. LIU Feng Mr. ZHOU Ruijin Mr. WU Yuwu

9 August 2013

To the Shareholders

Dear Sir or Madam,

RE-APPOINTMENT OF EXTERNAL AUDITING FIRMS FOR THE YEAR 2013 PROPOSAL OF SUPERVISOR FEES OF MR. WU HUANLIANG PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT AND LIABILITY INSURANCE IN RESPECT OF THE H SHARE PROSPECTUS PROPOSAL OF ISSUE OF CORPORATE BONDS PLAN ON AUTHORIZATION GIVEN BY THE SHAREHOLDERS’ GENERAL MEETING TO THE BOARD OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND NOTICE OF THE FOURTH EXTRAORDINARY GENERAL MEETING OF 2013

INTRODUCTION

On behalf of the Board of Directors, I invite you to attend the EGM 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.

The purpose of this circular is to provide you with the notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions or abstain from voting at the EGM.

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LETTER FROM THE BOARD

BUSINESS TO BE CONSIDERED AT THE EGM

Ordinary resolutions will be proposed at the EGM to approve: (a) the re-appointment of the external auditing fi rms of the Company for the year 2013, (b) the proposal of the Supervisor fees of Mr. Wu Huanliang, and (c) the purchase of liability insurance for Directors, Supervisors and Senior Management and liability insurance in respect of the H Share prospectus by the Company.

Special resolutions will be proposed at the EGM to approve: (d) the proposal of the issue of corporate bonds by the Company, (e) the plan on authorization given by the Shareholders’ general meeting to the Board of Directors, and (f) the amendments to the Articles of Association.

Ordinary resolutions:

1. Re-appointment of external auditing fi rms of the Company for the year 2013

Deloitte Touche Tohmatsu CPA Ltd. (Special General Partnership) and Deloitte Touche Tohmatsu are proposed to be re-appointed as the external auditing fi rms of the Company for the year 2013, to provide auditing and review services in accordance with the China Accounting Standards for Business Enterprises and the International Financial Reporting Standards, respectively. The external auditing fees for the year 2013 will be RMB3,700,000, including the fees for review of H Share interim report in the amount of RMB800,000 and the fees for audit of H Share annual report and annual statutory audit in the amount of RMB2,900,000.

2. Proposal of the Supervisor fees of Mr. Wu Huanliang

To better perform the statutory supervisory duties and fully exert the supervisory functions of the Supervisors, the Supervisory Committee proposes to pay an annual Supervisor fee of RMB120,000 (before tax) to Mr. Wu Huanliang, payable on a monthly basis, with reference to the industrial practice of domestic listed securities dealers and on the basis of the fees for Independent Non-executive Directors. The proposal is put forward to the Shareholders’ general meeting for consideration.

3. Purchase of liability insurance for Directors, Supervisors and Senior Management and liability insurance in respect of the H Share prospectus by the Company

According to the code provisions of the Corporate Governance Code of the Stock Exchange and the industrial practice of H Share listed companies, the Company proposes to purchase liability insurance for its Directors, Supervisors and Senior Management with a term of one year and liability insurance in respect of the H Share prospectus with a term of six years to improve the governance structure of the Company, boost the confi dence of investors and control the legal and regulatory risks arising from the fulfi llment of duties by Directors, Supervisors and Senior Management. The following matters are put forward to the Shareholders’ general meeting for consideration:

• (1) to approve the purchase of liability insurance for Directors, Supervisors and Senior Management with a term of one year and liability insurance in respect of the H Share prospectus with a term of six years, with an amount insured of USD30,000,000 each and the total premium of USD280,000.

• (2) 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.

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LETTER FROM THE BOARD

Special resolutions:

4. Proposal of the issue of corporate bonds by the Company

To expand its fi nancing channels, optimize its capital structure, accelerate the development of its businesses, enhance the comprehensive competitiveness, generate higher returns to the Shareholders and maximize its corporate value, the Company proposes to issue corporate bonds pursuant to the requirements of relevant laws, regulations and regulatory documents, including the Company Law, the Securities Law and the Measures for Pilot Projects for the Offering of Corporate Bonds (公司債券發行試點辦法) of the PRC. Details of the issue are as follows:

(1) Issue size

The aggregate size of the corporate bonds to be issued shall not exceed RMB9.5 billion (RMB9.5 billion inclusive) and shall not exceed 40% of the net assets of the Company as at the end of June 2013. The Company may apply to the relevant regulatory authorities for issue of the corporate bonds in single or multiple tranches.

(2) Arrangement on placement to Shareholders

The corporate bonds will not be issued to the existing Shareholders at the time of issue of the corporate bonds.

(3) Maturity

The corporate bonds may have single or multiple maturity periods, but each maturity period shall not exceed a period of 10 years (10 years inclusive).

• (4) Coupon rate and rate determination mechanism

The coupon type, coupon rate and coupon payout schedule of the corporate bonds will be determined through negotiation between the Company and the major underwriter(s) with reference to the issue condition.

(5) Use of proceeds

The proceeds raised from the issue of the corporate bonds are intended to be applied as working capital of the Company.

(6) Place of listing

The Company intends to apply for the listing of the corporate bonds on the Shanghai Stock Exchange.

(7) Guarantee arrangements

The Board intends to put forward to the Shareholders’ general meeting a resolution to authorize the Board or any such person(s) as the Board may delegate to arrange guarantee(s) for the corporate bonds taking into account the then market conditions and to handle relevant matters.

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LETTER FROM THE BOARD

(8) Validity of the resolution

The resolution regarding the issue of the corporate bonds shall be valid for 36 months from the date of passing of the relevant resolution at the Shareholders’ general meeting.

(9) Authorization in relation to the issue

To facilitate the completion of the issue, the Board put forward to the Shareholders’ general meeting a resolution to authorize the Board, and to agree the Board to delegate to the Directors Mr. Gu Weiguo and Mr. Wu Chengming to implement the issue of the corporate bonds at their sole discretion by adhering to the framework and principle approved by the Shareholders’ general meeting in accordance with the Company Law, the Securities Law, the Measures for Pilot Projects for the Offering of Corporate Bonds of the PRC, the relevant provisions of the Articles of Association as well as the market conditions at the time of issue of the corporate bonds, and in the best interest of the Shareholders, which include, among others, the followings:

• (a) Handling the formalities with the relevant regulatory authorities regarding the approval, registration, fi ling, permit and consent for the issue;

• (b) Formulating detailed proposal of the issue and amending and adjusting the terms of the issue, including but not limited to all matters relating to the issue such as details of issue size (including whether to apply to the relevant regulatory authorities for the issue of the corporate bonds in tranches and the issue size for each tranche), term of bonds, type of bonds, coupon rate and rate determination mechanism, timing of issue (whether by tranches and the number of tranches), use of proceeds, guarantee plans, any repurchase and redemption terms and how these terms to be formulated, rating arrangements, details of subscription methods, details of placement arrangements, debt repayment guarantees, term and means of repayment of principal and interests and listing of bonds;

• (c) Engaging intermediaries to handle the fi ling matters in connection with the issue and handle the listing matters with respect to the corporate bonds upon the completion of the issue, including but not limited to the authorization, execution, implementation, amendment and completion of all necessary documents, contracts, agreements and treaties in connection with the issue and the listing of the corporate bonds (including without limitation the prospectus, sponsor agreement, underwriting agreement, bond trustee agreement, listing agreement, rules of meeting of bondholders and various announcements and other legal documents), and information disclosure in accordance with the laws, regulations and other regulatory documents;

• (d) Appointing trustee manager in connection with the issue, signing the bond trustee agreement and formulating the rules for meeting of bondholders;

• (e) In the event of any changes in the policies of regulatory authorities regarding the issue of corporate bonds or changes in the market conditions, making adjustments to the detailed proposal of the issue and other relevant matters according to the opinions of the regulatory authorities, except for matters which are required to be approved by the Shareholders’ general meeting pursuant to the relevant laws, regulations and the Articles of Association;

• (f) Dealing with other matters in connection with the issue and the listing;

• (g) The authorization shall be valid from the date of passing of the resolution at the Shareholders’ general meeting to the completion date of the aforementioned authorized matters, for a maximum period of 36 months from the date of passing of the resolution at the Shareholders’ general meeting.

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LETTER FROM THE BOARD

(10) Protection measures for repayment

A resolution is proposed at the Shareholders’ general meeting to authorize the Board to implement, at a minimum, the following measures if the Board expects that the Company is unable to repay the principal and interests of the bonds as scheduled or when they become due:

• (a) No dividend shall be distributed to the Shareholders;

• (b) Implementation of major projects that requires capital expenditure such as material external investments and mergers and acquisitions shall be suspended;

• (c) Payment of salary and bonus to the Directors and senior management shall be reduced or suspended;

• (d) Key personnel accountable for such event shall not be allowed for re-designation.

5. Plan on authorization given by the Shareholders’ general meeting to the Board of Directors

During the progress of listing of the Company, the Articles of Association and relevant systems of the Company have been revised thoroughly. Meanwhile, due to the rapid development of the businesses of the Company, especially the capital based intermediary business, it is necessary to revise the original plan on authorization given by the Shareholders’ general meeting to the Board of Directors. Therefore, pursuant to relevant laws and regulations including the Company Law of the PRC and the Articles of Association, it is proposed that the Shareholders’ general meeting will authorize the Board to exercise the following rights:

(1) Authorized matters and scope of authorization

• (a) Proprietary investment business

• (i) The total amount of investment in proprietary equity securities and derivative securities products shall not exceed 100% of the net capital, while the directional investment in proprietary equity securities and derivative securities products shall not exceed 30% of the net capital.

• (ii) The total amount of proprietary fi xed income securities shall not exceed 500% of the net capital.

The above amounts do not include long-term equity investment of the Company.

(b) Debt fi nancing instruments

The balance of the issued debt fi nancing instruments shall not exceed 250% of the latest audited net capital. The Board is authorized to determine at its sole discretion, within the aforesaid authorized scope, all matters regarding the issue of debt fi nancing instruments (including but not limited to the issue size, issue term, interest rate, guarantee, issue methods, arrangements on placement to Shareholders and use of proceeds) in accordance with relevant laws and regulations, opinions and suggestions of regulatory authorities, capital requirements of the Company, market conditions relating to the issue, and in the best interest of the Company. In particular, the balance of short-term notes shall not exceed 60% of the latest audited net capital, the balance of corporate bonds shall not exceed 40% of the latest audited net capital, the balance of margin and securities refi nancing shall not exceed 50% of the latest audited net capital, and the balance of subordinated debts shall not exceed 100% of the latest audited net capital.

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LETTER FROM THE BOARD

The issue of debt fi nancing instruments which may include private placement in single or multiple tranches to the Company’s connected shareholder(s) and/or other connected party(ies), may constitute connected transactions of the Company. The Board is authorized to determine on specifi c matters of such connected transactions at its sole discretion.

(c) Establishment of and investment in legal entities

Legal entities may be established within and outside the PRC upon consideration and approval by the Board. The total amount of one-off investment (or total amount of assets disposed) or total amount of investment accumulated in four months (or total amount of assets disposed) shall not exceed 10% of the latest audited net assets and shall not exceed 5% of the latest audited assets of the Company. The authorization of establishment of legal entities is not transferable.

• (d) Purchase, disposal and write-off of assets

• (i) The total amount of annual purchase and disposal of assets shall not exceed 10% of the latest audited net assets of the Company. The Board of Directors shall not, without prior approval of the Shareholders’ general meeting, dispose or agree to dispose of any fi xed assets of the Company where the aggregate amount of the estimated value of the proposed disposal and the proceeds from the disposal of any fi xed assets of the Company completed within four months immediately preceding the proposed disposal exceeds 33% of the value of the fi xed assets of the Company as shown in the latest balance sheet considered by the Shareholders’ general meeting.

• (ii) The total amount of annual write-off of assets shall not exceed 5% of the latest audited net assets of the Company.

• (e) External donation

The total amount of annual external donation shall not exceed RMB15 million.

• (f) External guarantee

• (i) The total annual external guarantee of the Company and its subsidiaries shall not exceed 50% of the latest audited net assets.

• (ii) The total annual external guarantee of the Company shall not exceed 30% of the latest audited total assets.

• (iii) The amount of any single guarantee shall not exceed 10% of the latest audited net assets.

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LETTER FROM THE BOARD

The Company shall not provide fi nancing or guarantee for its subsidiaries engaging in the investment of fi nancial products other than those set forth in the List of Securities Investment Products for the Proprietary Trading of Securities Companies (證券公司證券自營投資品種清 單).

(g) Miscellaneous

If any of the above matters shall be considered individually at the Shareholders’ general meeting as required by relevant laws and regulations and the regulatory authorities, the Company shall perform the corresponding approval procedures at the Shareholders’ general meeting.

Except for matters that are required to be considered by the Shareholders’ general meeting as explicitly stipulated in the Articles of Association and the Rules of Procedures of Shareholders’ General Meeting of China Galaxy Securities Co., Ltd., the authorization in respect of material operation management and decision-making shall be exercised in accordance with relevant provisions.

The Board shall report the implementation of the authorization plan, at least on an annual basis, to the Shareholders’ general meeting, including but not limited to the frequency and amount of each authorized matter during the reporting period.

The authorization plan shall be adopted by a special resolution, which refers to a resolution passed by votes representing not less than two-thirds of the voting rights carried by the Shareholders present at the meeting, by the Shareholders’ general meeting. The methods and procedures for any alteration of or amendment to the plan shall comply with relevant regulations.

• (2) For the purpose of this plan, the following expressions have the following meanings:

• (a) Debt fi nancing instruments as mentioned herein include but not limited to short-term notes, corporate bonds, margin and securities refi nancing, subordinated debts and other instruments approved by regulatory authorities (excluding convertible bonds and assetbacked notes). Short-term notes refer to short-term notes as defi ned in the Administrative Measures on Short-term Financing Bonds of Securities Companies (證券公司短期融資券 管理辦法) formulated by the People’s Bank of China. Corporate bonds refer to corporate bonds as defi ned in the Measures for Pilot Projects for the Offering of Corporate Bonds (公司債券發行試點辦法) formulated by the China Securities Regulatory Commission. Margin and securities refi nancing refer to margin and securities refi nancing as defi ned in the Provisional Measures on the Supervision and Management of Refi nancing Business (轉融通業務監督管理試行辦法) formulated by the China Securities Regulatory Commission. Subordinated debts refer to subordinated debts as defi ned in the Provisions on the Administration of Subordinated Debts of Securities Companies (證券公司次級債管理 規定) formulated by the China Securities Regulatory Commission.

• (b) Disposal of assets includes any transfer, replacement, sale, scrap and inventory loss of assets other than using assets as security.

• (c) The currency of the amount specifi ed herein refers to RMB, including its foreign currency equivalent.

• (d) All amount or rates (ratios) specifi ed herein are exclusive of the fi gure.

• (e) A year mentioned herein refers to a fi nancial year.

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LETTER FROM THE BOARD

• (3) The authorization plan shall become effective on the date of approval at the Shareholders’ general meeting and expire on the date when a new authorization plan is adopted by the Shareholders’ general meeting. Where the new authorization is not granted by the Shareholders’ general meeting, this plan will remain valid. If there are changes in the applicable laws, regulations and regulatory documents, resulting in contradiction between this authorization plan and the new laws, regulations and regulatory documents, this authorization plan shall be implemented in accordance with the new laws, regulations and regulatory documents.

6. Amendments to the Articles of Association

In order to better perform the legal obligations of the Supervisory Committee, improve the supervisory functions of the Supervisory Committee, refi ne the division of duties of the Supervisors, capitalize on the expertise of the Supervisors, ensure the professionalism of the Supervisory Committee and enhance the performance of the Supervisory Committee, the Supervisory Committee proposed to the Shareholders’ general meeting to include in the Articles of Association the following provisions in relation to the establishment of the Financial Supervision and Inspection Committee (監事會財務監督檢查委員 會) and the Performance Supervision and Inspection Committee (監事會履職監督檢查委員會) by the Supervisory Committee:

“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.”

The proposed amendments to the Articles of Association shall come into effect after the approval from the securities regulatory authorities of the PRC is obtained. The full text of the resolution in relation to the amendments to the Articles of Association is set out in the Notice of the EGM of the Company dated 9 August 2013.

THE EGM

The form of proxy and the reply slip of the EGM are enclosed.

If you intend to appoint a proxy to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for holders of H Shares) and the Offi ce of the Board of Directors of the Company (for holders of Domestic Shares) not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof in person or by post. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

If you intend to attend the EGM in person or by proxy, please complete the enclosed reply slip and return the same to Computershare Hong Kong Investor Services Limited (for holders of H Shares) and the Offi ce of the Board of Directors of the Company (for holders of Domestic Shares) on or before Thursday, 5 September 2013.

— 10 —

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the Shareholders’ general meeting must be taken by poll. As such, the Chairman of the EGM will exercise his power under the Articles of Association to demand a poll for all resolutions proposed at the EGM.

RECOMMENDATION

The Board considers that all resolutions proposed at the EGM are in the interests of the Company and its Shareholders as a whole. As such, the Board recommends you to vote in favour of all resolutions proposed at the EGM.

Yours faithfully, By Order of the Board China Galaxy Securities Co., Ltd. Chen Youan Chairman

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NOTICE OF THE FOURTH EXTRAORDINARY GENERAL MEETING OF 2013

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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

8. 4.7 Guarantee arrangements

9. 4.8 Validity of the resolution

10. 4.9 Authorization in relation to the issue

11. 4.10 Protection measures for repayment

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NOTICE OF THE FOURTH EXTRAORDINARY GENERAL MEETING OF 2013

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

— 13 —

NOTICE OF THE FOURTH EXTRAORDINARY GENERAL MEETING OF 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.

3. 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.

4. 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.

5. 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.

6. 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.

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

8. (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.

9. (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.

10. 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.

11. 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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