China Galaxy Securities Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 13, 2024

中国银河证券股份有限公司
CHINA GALAXY SECURITIES CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06881)

FORM OF PROXY

FOR THE THIRD EXTRAORDINARY GENERAL MEETING OF 2024

(FOR H SHAREHOLDERS)

Number of H Shares to which this form of proxy relates (Note 3)

I/We (Note 2)
of (Note 2)
being the registered holder(s) of __ H Shares (Note 3)
of China 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 third extraordinary general meeting of 2024 to be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Monday, 30 December 2024 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 (Cumulative Voting)		Voting (Please insert the number of affirmative votes) (Note 5)
1.	To consider and approve the election of executive directors and non-executive directors of the fifth session of the board of directors of the Company
	1.1 To consider and approve the election of Mr. WANG Sheng as an executive director of the fifth session of the board of directors of the Company
	1.2 To consider and approve the election of Mr. XUE Jun as an executive director of the fifth session of the board of directors of the Company
	1.3 To consider and approve the election of Mr. YANG Tijun as a non-executive director of the fifth session of the board of directors of the Company
	1.4 To consider and approve the election of Ms. LI Hui as a non-executive director of the fifth session of the board of directors of the Company
	1.5 To consider and approve the election of Ms. HUANG Yan as a non-executive director of the fifth session of the board of directors of the Company
	1.6 To consider and approve the election of Mr. SONG Weigang as a non-executive director of the fifth session of the board of directors of the Company
2.	To consider and approve the election of independent non-executive directors of the fifth session of the board of directors of the Company
	2.1 To consider and approve the election of Ms. LIU Chun as an independent non-executive director of the fifth session of the board of directors of the Company
	2.2 To consider and approve the election of Mr. LAW Cheuk Kin Stephen as an independent non-executive director of the fifth session of the board of directors of the Company
	2.3 To consider and approve the election of Mr. LIU Li as an independent non-executive director of the fifth session of the board of directors of the Company
	2.4 To consider and approve the election of Mr. MA Zhiming as an independent non-executive director of the fifth session of the board of directors of the Company

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Ordinary Resolutions (Cumulative Voting)		Voting (Please insert the number of affirmative votes) (Note 5)
3.	To consider and approve the election of non-employee representative supervisors of the fifth session of the supervisory committee of the Company
	3.1 To consider and approve the election of Ms. QU Yanping as a supervisor of the fifth session of the supervisory committee of the Company
	3.2 To consider and approve the election of Mr. FAN Wenbo as a supervisor of the fifth session of the supervisory committee of the Company
	3.3 To consider and approve the election of Mr. TAO Libin as a supervisor of the fifth session of the supervisory committee of the Company

Date: ____
Signature (Note 6): ____

Notes:

1. IMPORTANT: YOU SHOULD FIRST READ THE NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2024 AND THE CIRCULAR TO THE SHAREHOLDERS ISSUED BY THE COMPANY ON 13 DECEMBER 2024 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 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).

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 FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT:

(a) Pursuant to the articles of association of the Company, voting at the meeting in respect of Resolutions No. 1, 2 and 3 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 non-executive 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 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 independent non-executive director candidates, i.e. 4, and this particular allocation of votes may only be cast on the proposed independent non-executive 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. 1.1 to 1.6 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. 2.1 to 2.4 will be 400 votes, and this particular allocation of votes may only be cast on the proposed independent non-executive director candidates; and the total number of votes you may cast in respect of Resolutions No. 3.1 to 3.3 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 or non-executive director candidates, the independent non-executive director candidates or the supervisor candidates, or cast them equally or diversely to more than one of the proposed executive or non-executive director candidates, independent non-executive director candidates or supervisor candidates.

Please specify the number of votes cast for each of the candidates for director and supervisor in the voting boxes provided. Failure to specify the number of votes cast for each of the candidates will entitle your proxy to cast your vote at his/her 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. 1.1 to 1.6, 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. 1.1 to 1.6, 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. 2.1 to 2.4 and Resolutions No. 3.1 to 3.3.

(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 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.

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 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 Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for H Shareholders) not later than 24 hours before the time of the meeting or any adjourned meeting.