China Galaxy Securities Co., Ltd. — Proxy Solicitation & Information Statement 2014

Mar 10, 2014

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 H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the H Share Class Meeting of China Galaxy Securities Co., Ltd. (the “Company”) will be held at Donghua Hall, 11th Floor, Beijing Minzu Hotel, No.51 Fuxingmen Inner Street, Xicheng District, Beijing, the PRC, on Friday, 25 April 2014 at 11:10 a.m. or immediately after the conclusion of the Domestic Share Class Meeting or any adjournment thereof (whichever is the later) for the following purposes. Unless the context otherwise requires, expressions used in this notice shall have the same meaning set out in the circular of the Company dated 11 March 2014.

SPECIAL RESOLUTIONS

1. To consider and approve the amendments to the A Share Offering Plan as follows:

2. 1.1 Place of listing

Shanghai Stock Exchange

• 1.2 Type of securities to be issued and nominal value

• A Shares of RMB1.00 each

• 1.3 Proportion of issue

The numbers of A Shares to be issued will be not more than 1,693,510,473 shares (including any shares that may be issued under the over-allotment option) and will not exceed 18.35% of the total share capital of the Company immediately after the A Share Offering. The total size of actual issue, over-allotment and proportion of allotment will be determined by the Board pursuant to the authorizations from the general meeting of the Company, based on the capital requirements of the Company, communication with the regulatory authorities and the prevailing market conditions upon issuance.

• 1.4 Target subscribers

Target subscribers of A Shares are qualified natural persons and institutional investors.

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If any of the aforesaid persons are connected persons of the Company, the Company will take all necessary measures to comply with the listing rules of the jurisdictions where the shares of the Company are listed.

1.5 Strategic allotment

According to the business cooperation and scale of financing needs, the Company intends to implement strategic allotment under the A Share Offering so as to allot some of the shares to investors that satisfy the requirements of the laws and regulations and meet the development and strategic needs of the Company. The detailed proportion of allotment will be determined based on the requirements of the laws and regulations and subject to market conditions.

1.6 Method of pricing

Taking into account the actual situation of the capital markets and of the Company at the time of the issuance of the A Shares, the issue price will be fixed through making enquiries with off-line investors or directly fixed through negotiation between the lead underwriter(s) and the Company, or by any other legal and feasible methods.

The issue price of the A Shares will be determined on the basis of the conditions of domestic and overseas securities markets at the time of the A Share Offering, taking into account the interests of all Shareholders as a whole, and in accordance with relevant PRC regulations and the listing rules of the Shanghai Stock Exchange. Upon receiving the approval of the A Share Offering from the CSRC, the issue price range will be determined by making preliminary price consultations with qualified price consultation participants, and the issue price will be determined within the issue price range based on the cumulative bidding price consultations (or by other means of determining the issue price recognized by the CSRC); alternatively, the issue price will be directly fixed through negotiation between the lead underwriter(s) and the Company according to the conditions of domestic and overseas securities markets at the time of the A Share Offering, or by any other legal and feasible methods.

• 1.7 Method of issue

It is proposed that the A Share Offering will be conducted by issuance of new shares.

1.8 Use of proceeds

The proceeds raised from the A Share Offering, after deduction of the issue expenses, will all be used for strengthening the capital base of the Company and supplementing the working capital of the Company.

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1.9 Transfer of state-owned shares

In accordance with the Implementing Measures for the Transfer of Some State-owned Shares from the Domestic Securities Market to the National Social Security Fund （《境內證券市場轉持 部分國有股充實全國社會保障基金實施辦法》）; and the relevant regulations, the state-owned shareholders of the Company shall fulfill their obligations to transfer 10% of the A Shares actually issued by the Company under the A Share Offering to the National Social Security Fund. The detailed scheme of transfer will be determined and implemented pursuant to the approval from the relevant authorities of the PRC.

• 1.10 Conversion into a joint stock company with limited liability with domestic and overseas listed shares

According to the plan of A Share Offering and taking into account the H Shares in issue, the Company will apply for the conversion into a joint stock company with limited liability with domestic and overseas listed shares.

1.11 Validity of the resolution

The A Share Offering Plan shall be valid for 12 months from the date of passing of such resolution at the general meeting and the class meetings.

1. To authorize the Board, or its delegation to the Chairman (who may delegate to other directors, to deal with the relevant matters concerning the A Share Offering, including but not limited to:

2. 2.1 Amending and improving specific schemes and measures of the A Share Offering and organizing their implementation based on the advices from the relevant government agencies and regulatory authorities and subject to market environment, and to the extent authorized by the general meeting, determining (including but not limited to) specific offering scale, number of shares transferred from state-owned shares, offering price (including price range and final price), time, method and target subscribers of the offering, strategic allotment and overallotment and proportion of allotment, plan for use of proceeds and other matters relating to the implementation of the schemes concerning offering and listing.

3. 2.2 Drafting, modifying and executing the applications, memoranda, relevant reports or materials relating to the A Share Offering and submitting the same to government agencies and regulatory authorities in connection with the A Share Offering (including but not limited to the Ministry of Finance of the PRC, CSRC, Shanghai Stock Exchange, Beijing Regulatory Bureau of CSRC, National Council for Social Security Fund, China Securities Depository and Clearing Co., Ltd., Shanghai Office), handling the procedures relating to the A Share Offering including review and examination, registration, filing, approval and consent and issuing statements and undertakings relating to the A Share Offering, and performing such acts as it deems necessary, expedient or appropriate with respect to the A Share Offering.

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• 2.3 Preparing, amending, signing, submitting and disclosing the Prospectus, signing, amending, implementing, suspending or terminating the agreements, contracts and documents relating to the A Share Offering, engaging sponsors (lead underwriters), legal counsels, auditors, receiving banks and other institutions relating to the A Share Offering.

• 2.4 Authorizing the Board to amend the provisions in the Articles of Association relating to the A Share Offering or amending the same in accordance with the requirements of securities regulatory authorities, stock exchanges and securities depository and clearing institutions, after completion of the A Share Offering, handling approval, change, filing and other matters in respect of the amendments of the Articles of Association and the change of the registered capital with securities regulatory authorities, administrations for industry and commerce, securities registration authorities and other relevant government departments.

Any amendments to the Articles of Association to be made by the Board pursuant to the authorization of the general meeting shall be subject to the examination and approval procedures at the general meeting immediately following the amendments.

• 2.5 Should there be any new provisions and polices issued by the state and securities regulatory departments with respect to the initial public offering and listing, to the extent authorized by the general meeting, authorizing the Board to make corresponding amendments to the A Share Offering Plan in accordance with such new provisions and polices.

• 2.6 Authorizing relevant persons to handle matters relating to the A Share Offering as and when needed.

• 2.7 All other matters relating to the A Share Offering.

• 2.8 The authorizations shall be valid for 12 months from the date of passing of such authorizations at the general meeting and the class meetings.

• To consider and approve the plan of price stabilization of A Shares of the Company within 3 years after the A Share Offering

• To consider and approve the letter of undertaking regarding repurchase of new A Shares under the A Share Offering

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

Beijing, the PRC, 11 March 2014

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Notes:

1. Any shareholder entitled to attend and vote at the H Share Class Meeting 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.

2. 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 H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time appointed for holding the H Share Class Meeting 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 H Share Class Meeting or any adjournment thereof should he/she so wish.

3. 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 H Share Class Meeting, from Wednesday, 26 March 2014 to Friday, 25 April 2014 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the H Share Class Meeting, all share certificates, together with the instruments of transfers, must be lodged for registration with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited 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 Tuesday, 25 March 2014. 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 H Share Class Meeting.

4. Where there are joint holders of any shares, the one whose name stands first in the register of members shall be entitled to attend and vote at the H Share Class Meeting in respect of such shares.

5. Shareholders of the Company intending to attend the H Share Class Meeting in person or by their proxies should return the reply slip for attending the H Share Class Meeting in person or by post to the Company’s H Share registrar, Computershare Hong Kong Investors Services Limited (for holders of H Shares) on or before Friday, 4 April 2014. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

6. Shareholder or his proxy shall produce proof of identity when attending the H Share Class Meeting:

7. (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.

8. (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.

9. The H Share Class Meeting 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.

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

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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