China Galaxy Securities Co., Ltd. — Proxy Solicitation & Information Statement 2021

Sep 29, 2021

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

(Stock Code: 06881)

FORM OF PROXY FOR THE FIRST EXTRAORDINARY GENERAL MEETING OF 2021 (FOR HOLDERS OF H SHARES)

Number of H Shares to which this form of proxy relates (Note 2)

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I/We (Note 1) of (Note 1) being the registered holder(s) of H Shares (Note 2) of China Galaxy Securities Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting or

of (Note 3)

as my/our proxy to attend and vote for me/us and on my/our behalf at the First Extraordinary General Meeting of 2021 of the Company to be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Tuesday, 19 October 2021 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.

			Special Resolutions				For (Note 4)	For (Note 4)	Against (Note 4) Abstain _(Note _	4)
	1	To consider and approve the resolution in relation to the
		satisfaction of the Conditions of the Public		Issuance of A
		Shares	Convertible Bonds by the Company.
	2	To consider and approve the resolution in relation				to the plan
		of the	Public Issuance of A Shares Convertible		Bonds by the
		Company (by way of voting on an individual basis):
		2.01	Type of securities to be issued;
		2.02	Size of Issuance;
		2.03	Par value and issue price;
		2.04	Term;
		2.05	Interest rate;
		2.06	Timing and method of principal and interest payments;
		2.07	Conversion period;
		2.08	Determination of and adjustment to the conversion price;
		2.09	Terms of downward adjustment to the conversion price;
		2.10	Methodfordeterminingthenumberof			Sharesfor
			conversion and treatment for any amount of A Share
			Convertible Bonds which are insufficient to be converted
			into one A Share;
		2.11	Terms of redemption;
		2.12	Terms of sale back;
		2.13	Entitlement to dividend in the year of conversion;
		2.14	Method of Issuance and target investors;
		2.15	Subscription arrangement for the existing		holders of A
			Shares;
		2.16	Matters relevant to the meetings of holders			of A Share
			Convertible Bonds;
		2.17	Use of proceeds;
		2.18	Guarantee and security;
		2.19	Deposit and management of proceeds raised;

			Special Resolutions	Special Resolutions	Special Resolutions	Special Resolutions	For (Note 4)	For (Note 4)	Against (Note 4) Abstain (Note 4)	Against (Note 4) Abstain (Note 4)
			2.20Liabilities for breach of contract;
			2.21Trustee manager of A Share	Convertible Bonds;
			2.22Validity period of the issuance plan.
		3	To consider and approve the resolution in relation to the
			preliminary plan of the Public Issuance of A Share Convertible
			Bonds by the Company.
		4	To consider and approve the resolution in relation to the
			feasibility report on the use of	proceeds from the Public
			Issuance of A Share Convertible Bonds			by the Company.
		5	To consider and approve the resolution			in relation to the	report
			on the use of previously raised proceeds by the Company.
		6	To consider and approve the resolution in relation to the
			dilution of current returns by the	Public Issuance of A			Share
			Convertible Bonds and the remedial measures by the Company.
		7	To consider and approve the resolution in relation to the rules
			for the meetings of holders of A	Share Convertible Bonds of
			the Company.
		8	To consider and approve the resolution in relation to the plan
			of Shareholders’ return for the next three years (2021-2023) of
			the Company.
		9	To consider and approve the resolution in relation to the grant
			of authorizations to the Board to handle the matters relating to
			the Public Issuance of A Share Convertible Bonds.
			Ordinary Resolution				For (Note 4)		Against (Note 4) Abstain (Note 4)
		10	To consider and approve the election		of Ms. Qu Yanping as a
			supervisor of the fourth session of the supervisory committee
			of the Company.

Details of the above resolutions are set out in the circular to the shareholders of the Company dated 30 September 2021.

Date: Signature (Notes 5, 6 and 7) :

Notes:

1. 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.

2. Please insert the number of H Shares in the Company registered in your name(s) and to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the H Shares in the capital of the Company registered in your name(s) (whether alone or jointly with others).

3. If any proxy other than the Chairman of the meeting is preferred, please 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 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 FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. 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 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 discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting. The shares abstained will be counted in the calculation of the required majority.

5. This 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 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.

6. 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.

7. In order to be valid, this form of proxy together with any power of attorney or other documents of authorization (if any) must be deposited at 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 (for holders of H Shares) not later than 24 hours before the time of the meeting or any adjourned meeting (i.e. no later than 10:00 a.m. on 18 October 2021).