China Galaxy Securities Co., Ltd. — Proxy Solicitation & Information Statement 2015

Jun 12, 2015

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

(Stock Code: 06881)

REVISED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

Number of shares to which this revised form of proxy relates (Note 3)

I/We (Note 2)
of (Note 2)
being the shareholder(s) of						Domestic	Shares/						H Shares (Note 3)
ofChina	Galaxy	Securities	Co.,	Ltd.	(the	“Company”),	hereby	appoint	the	Chairman	of	the	meeting	or
														of
													(Note 4)

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting to be held at Ziwei Hall, 2/F, Beijing Heyuan Royal Garden Hotel, Section II, No. 57 Bianhe Road, Houshayu, Shunyi District, Beijing, the PRC on Monday, 29 June 2015 at 10:00 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			For (Note 5)	Against (Note 5)	Abstain (Note 5)	Abstain (Note 5)
	1.		To consider and approve the report of the Board of Directors for 2014
	2.		To consider and approve the report of the Supervisory Committee	for
			2014
	3.		To consider and approve the 2014 annual report
	4.		To consider and approve the final accounts report for 2014
	5.		To consider and approve the profit distribution plan for 2014
	6.		To consider and approve the capital expenditure budget for 2015
	7.		To consider and approve the re-appointment of the external auditing firms
			of the Company for 2015
	8.		To consider and approve full-time Supervisors’ remuneration settlement
			plan for 2012 and 2013
	9.		To consider and approve the special report on the deposit and the actual
			utilization of the previously raised proceeds
			Ordinary Resolutions (by way of cumulative voting)			For (Note 6)	Against (Note 6)	Abstain (Note 6)
	10.1		To consider and approve the election of Mr. Chen Youan as an Executive
			Director of the third session of the Board of Directors of the Company
	10.2		To consider and approve the election of Mr. Gu Weiguo as an Executive
			Director of the third session of the Board of Directors of the Company
	10.3		To consider and approve the election of Mr. Wu Chengming as	an
			Executive Director of the third session of the Board of Directors of the
			Company
	10.4		To consider and approve the election of Mr. Du Ping as a Non-executive
			Director of the third session of the Board of Directors of the Company
	10.5		To consider and approve the election of Mr. Shi Xun as a Non-executive
			Director of the third session of the Board of Directors of the Company
	10.6		ToconsiderandapprovetheelectionofMr.ZhangJinghuaas	a
			Non-executive Director of the third session of the Board of Directors	of
			the Company
	10.7		To consider and approve the election of Mr. Liu Feng as an Independent
			Director of the third session of the Board of Directors of the Company
	10.8		To consider and approve the election of Mr. Luo Lin as an Independent
			Director of the third session of the Board of Directors of the Company
	10.9		To consider and approve the election of Mr. Wu Yuwu as an Independent
			Director of the third session of the Board of Directors of the Company
	10.10		To consider and approve the election of Mr. Chi Fulin as an Independent
			Director of the third session of the Board of Directors of the Company
	11.1		To consider and approve the election of Mr. Yu Wenxiu as a Supervisor	of
			the third session of the Supervisory Committee of the Company
	11.2		To consider and approve the election of Mr. Zhong Cheng as a Supervisor
			of the third session of the Supervisory Committee of the Company
	11.3		To consider and approve the election of Mr. Feng Heping as a Supervisor
			of the third session of the Supervisory Committee of the Company
			Special Resolution			For (Note 5)	Against (Note 5)	Abstain (Note 5)
	12.		To consider and approve the general mandate to issue shares

Signature (Note 7) :

Date:

Notes:

1. IMPORTANT: YOU SHOULD FIRST REVIEW THE NOTICE OF ANNUAL GENERAL MEETING (THE “NOTICE”) AND THE CIRCULAR TO THE SHAREHOLDERS ISSUED BY THE COMPANY ON 15 MAY 2015, AND THE SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING (THE “SUPPLEMENTAL NOTICE”) AND THE SUPPLEMENTAL CIRCULAR TO THE SHAREHOLDERS ISSUED BY THE COMPANY ON 15 JUNE 2015 BEFORE APPOINTING A PROXY.

2. 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.

3. Please delete as appropriate and insert the number of shares in the Company registered in your name(s) and to which this revised form of proxy relates. If no number is inserted, this revised 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).

4. 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/her 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 REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. 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 specific direction on any of the proposed resolutions, the proxy is entitled to vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy is entitled, in relation to that particular proposed resolution, to vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those set out in the Notice and the Supplemental Notice. The shares abstained will be counted in the calculation of the required majority.

6. IMPORTANT:

   • (a) Pursuant to the articles of association of the Company, voting at the meeting in respect of Resolutions No. 10 and 11 in relation to the proposed election of Directors and Supervisors (as the case may be) shall be conducted by way of cumulative voting. In respect of these resolutions, you are entitled to a number of votes equivalent to the number of shares held by you multiplying the number of the Director or Supervisor candidates.

   • (b) The cumulative voting will be conducted separately by the three categories of (i) the Executive and Non-executive Directors, (ii) the Independent Directors and (iii) the Supervisors, i.e. (i) for the election of the Executive and Non-executive Directors, the total number of votes you may cast shall equal to the product of the number of shares held by you multiplying the number of the proposed Executive and Non-executive Directors, i.e. 6, and this particular allocation of votes may only be cast on the proposed Executive and Non-executive Director candidates; (ii) for the election of Independent Directors, the total number of votes you may cast shall equal to the product of the number of shares held by you multiplying the number of the proposed Independent Director candidates, i.e. 4, and this particular allocation of votes may only be cast on the proposed Independent Director candidates; and (iii) for the election of Supervisors, the total number of votes you may cast shall equal to the product of the number of shares held by you multiplying the number of the proposed Supervisors, i.e. 3, and this particular allocation of votes may only be cast on the proposed Supervisor candidates.

     • For illustration, if you hold 100 shares, the total number of votes you may cast in respect of Resolutions No. 10.1 to 10.6 will be 600 votes, and this particular allocation of votes may only be cast on the proposed Executive and Non-executive Director candidates; the total number of votes you may cast in respect of Resolutions No. 10.7 to 10.10 will be 400 votes, and this particular allocation of votes may only be cast on the proposed Independent Director candidates; and the total number of votes you may cast in respect of Resolutions No. 11.1 to 11.3 will be 300 votes, and this particular allocation of votes may only be cast on the proposed Supervisor candidates.

     • Within the particular allocation of votes, you may either cast all your votes to one of the proposed Executive Director or Non-executive Director candidates, the Independent Director candidates or the Supervisor candidates respectively (FOR, AGAINST or ABSTAIN), or cast them equally or diversely to more than one of the proposed Executive Director or Non-executive Director candidates, Independent Director candidates or Supervisor candidates (FOR, AGAINST or ABSTAIN).

Please specify the number of votes cast for each of the candidates for Director and Supervisor in the boxes marked “FOR”, “AGAINST” or “ABSTAIN”. Failure to specify the number of votes cast for each of the candidates will entitle your proxy to cast your vote at his discretion.

• (c) Please note with particular attention that, if the total number of votes you have cast are less than or equal to the maximum number of votes you may cast in respect of that particular category, your votes shall be valid and the votes not cast shall be deemed to have been waived by you; if the total number of votes you have cast exceeds the maximum votes you have, all the votes cast by you shall be invalid and you shall be deemed as having waived your right to vote. For illustration, if you hold 100 shares and have cast 600 votes or less in respect of Resolutions No. 10.1 to 10.6, your votes shall be valid and the votes not cast shall be deemed to have been waived by you. However, if you have cast more than 600 votes in respect of Resolutions No. 10.1 to 10.6, all the votes cast by you shall be invalid and you shall be deemed as having waived your right to vote on such resolutions. Similar ruling shall also be applied to Resolutions No. 10.7 to 10.10 and Resolutions No. 11.1 to 11.3.

• (d) A Director or Supervisor candidate who has received favourable votes exceeding half of the number of shares carrying voting right (which refers to number of shares assuming the cumulative voting has not been applied) represented by the shareholders attending the meeting shall be elected as the Director or Supervisor.

1. This revised 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 revised 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.

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

3. In order to be valid, this revised 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 PRC(for holder(for holdersof H Shares)of Domesticor (ii)Shares)the Officenot laterof thethanBoard24 hoursof Directorsbefore theof thetimeCompanyof the meetingat Toweror C,anyCorporateadjournedSquare,meeting35(theFinance“ Closing Street, Time Xicheng”). District, Beijing, the

4. IMPORTANT:

• (a) Any shareholder who has not yet lodged the form of proxy issued by the Company on 15 May 2015 (the “ Original Form of Proxy ”) is requested to lodge this revised form of proxy if he or she intends to appoint a proxy to attend the meeting on his or her behalf. In this case, the Original Form of Proxy should not be lodged.

• (b) Any shareholder who has already lodged the Original Form of Proxy should note that:

  • (i) if this revised form of proxy is lodged before the Closing Time, this revised form of proxy will revoke and supersede the Original Form of Proxy previously lodged by the shareholder. This revised form of proxy will be treated as a valid form of proxy lodged by the shareholder, if duly completed;

  • (ii) if no revised form of proxy is lodged before the Closing Time, the Original Form of Proxy will be treated as a valid form of proxy lodged by the shareholder, if duly completed. The proxy so appointed pursuant to the Original Form of Proxy will be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the meeting, including the proposed supplemental resolutions as set out in the Supplemental Notice.