China Galaxy Securities Co., Ltd. — Proxy Solicitation & Information Statement 2017

Dec 22, 2017

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 FIRST EXTRAORDINARY GENERAL MEETING OF 2018

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of 2018 (the “ EGM ”) 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, 9 February 2018 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the remuneration plan for Mr. CHEN Gongyan for 2016

2. To consider and approve the remuneration plan for Mr. CHEN Youan for 2015 and 2016

3. To consider and approve the remuneration plan for Mr. YU Wenxiu for 2015 and 2016

4. To consider and approve the remuneration plan for Mr. ZHONG Cheng for 2015 and 2016

SPECIAL RESOLUTION

1. To consider and approve the following amendments to the Articles of Association, to authorize the board of directors to make further adjustments in accordance with the opinions or requirements of relevant regulatory authorities, and to authorize the secretary to the board of directors to deal with the relevant procedural matters including reporting, filing, announcement and industrial and commercial registration.

• (i) Article 165 of the Articles of Association shall be amended to read as:

“ Article 165

The board of directors shall have a strategic and development committee, a compliance and risk management committee, a nomination and remuneration committee and an audit committee. The members of the committees shall be directors and shall be accountable and report to the board of

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directors. The members of the committees shall possess relevant professional knowledge and experience relevant to their duties under the committees. The composition, responsibilities and rights and their exercise are set out as below:

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(II) The compliance and risk management committee shall consist of at least three directors with a chairman. The members of the committee shall be nominated by the nomination and remuneration committee of the board of directors. Director who concurrently acts as the General Manager (President) of the Company can be a member of the committee but shall not serve as the chairman. Candidate of the chairman shall be nominated by the chairman of the board of directors and approved by more than one half of the committee members. The appointment of the chairman and members of the committee shall be subject to approval of the board of directors. The primary duties of the committee are:

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14. to evaluate any matters, in respect of which the management of the Company does not adopt the compliance advice from the chief compliance officer, and give comments on how to handle them.

15. other matters as authorized by the board of directors.

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(ii) Article 167 of the Articles of Association shall be amended to read as:

“ Article 167

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According to laws and regulations as well as the relevant rules of the CSRC, the Company may invest in and set up subsidiaries to engage in (including but not limited to) private equity fund business and alternative investment business.

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The board of directors shall perform duties related to compliance management, risk management and internal control in accordance to laws and regulations and these Articles and shall be responsible for the effectiveness of the risk management and internal control systems of the Company , and the effectiveness of its compliance management .”

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(iii) Article 197 of the Articles of Association shall be amended to read as:

“ Article 197

The Company shall have a chief compliance officer. The chief compliance officer is a member of the senior management, who shall be directly accountable to the board of directors and shall examine, supervise and inspect the compliance of the operation, management and practice of the Company and its employees. If the chief compliance officer discovers that there is any act of the Company in violation of laws and regulations or any hidden compliance risk, he shall promptly report to the board of directors, the supervisory committee and the major person in charge of operation and management, give comments on how to handle it and supervise the rectification.

The chief compliance officer shall not concurrently hold a position that is contrary to his compliance management duties, nor take charge of a department whose functions are contrary to the compliance management duties.

The chief compliance officer shall be appointed and removed by the board of directors. The chief compliance officer shall have a term of office of three years and may be re-appointed upon expiry of his term of office. For the appointment of the chief compliance officer, the Company shall file his resume and the relevant certification materials with the relevant local office of the CSRC. The chief compliance officer appointed by the Company shall have the qualifications required by the regulatory authorities , and shall take office only after he has been recognized by the relevant local office of the CSRC.

If the chief compliance officer is dismissed by the Company before his term of office expires, the Company shall have the proper reasons for such dismissal and shall file a written report with the reasons for the dismissal to the relevant local office of the CSRC ten business days before the convening of the relevant board meeting.

The proper reasons as referred to in the preceding paragraph shall include the personal application made by the chief compliance officer, or any change of the chief compliance officer under the order of the CSRC or its local office, or any evidence showing that he is unable to perform his duties normally or fails to be diligent and responsible, etc.

In the event that the chief compliance officer is unable to perform his duties or is vacant, a person who meets the regulatory requirements shall perform the duties on behalf of the chief compliance officer. The Company shall, within three business days from the date of such decision, submit a written report to the relevant local office of the CSRC. The period for performing such duties on behalf of the chief compliance officer shall not exceed six months.

The chief compliance officer who resigns from his position shall make an application to the board of directors of the Company one month prior to his resignation, and report the same to the relevant local office of the CSRC. The chief compliance officer shall not cease to perform his duties on his own before his resignation application is approved.

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In the event that the chief compliance officer is vacant, the Company shall engage a person who has the qualifications required by the regulatory authorities to serve as the chief compliance officer within six months. ”

• (iv) Article 198 of the Articles of Association shall be amended to read as:

“ Article 198

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The senior management shall implement compliance management objectives, be accountable for the compliance operation and perform their duties in respect of compliance management in accordance with laws, regulations and these Articles”

• (v) Article 209 of the Articles of Association shall be amended to read as:

“ Article 209

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The supervisory committee shall supervise the performance of compliance management duties by the directors and senior management and propose to dismiss any directors or senior management who assume the primary or leadership responsibility for major compliance risks in accordance with laws, regulations and these Articles.”

By order of the Board China Galaxy Securities Co., Ltd. CHEN Gongyan Chairman and Executive Director

Beijing, the PRC, 23 December 2017

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, 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 Office of the Board of Directors of the Company (for holders of A 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 (i.e. no later than 10:30 a.m. on 8 February 2018) or any adjournment thereof. Computershare Hong Kong Investor Services Limited is

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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.

1. 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 Tuesday, 9 January 2018 to Friday, 9 February 2018 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the EGM, 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 (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 Monday, 8 January 2018. The Company will announce separately on the Shanghai Stock Exchange details of the eligibility of the holders of A Shares for attending the EGM.

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

3. 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 Office of the Board of Directors of the Company (for holders of A Shares) or the Company’s H Share registrar, Computershare Hong Kong Investors Services Limited (for holders of H Shares) on or before Friday, 19 January 2018. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

4. Shareholder or his/her proxy shall produce proof of identity when attending the EGM:

   • (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.

   • (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.

5. 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.

6. The Office 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 executive Directors of the Company are Mr. CHEN Gongyan (Chairman), Mr. GU Weiguo (Vice Chairman) and Mr. WU Chengming; the non-executive Directors are Mr. DU Ping, Mr. SHI Xun, Mr. ZHANG Jinghua and Mr. LI Chaoyang; and the independent non-executive Directors are Mr. LIU Feng, Mr. LUO Lin, Mr. WU Yuwu and Mr. LIU Ruizhong.

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