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

Dec 13, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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

NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2024

NOTICE IS HEREBY GIVEN that the third extraordinary general meeting of 2024 (the “EGM”) of China Galaxy Securities Co., Ltd. (the “Company”) will 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. for the following purposes:

ORDINARY RESOLUTIONS (CUMULATIVE VOTING)

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;

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1. 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;

1. 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.

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

Beijing, the PRC, 13 December 2024

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, each of 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 needs not be a shareholder of the Company.

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1. 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 A Shareholders) or the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders), not less than 24 hours before the time appointed for holding the EGM (i.e. not later than Sunday, 29 December 2024 at 10:00 a.m.) 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 EGM or any adjournment thereof should he/she so wish.

2. For the purpose of determining the entitlement of H Shareholders to attend the EGM, the H Share register of members of the Company will be closed from Monday, 23 December 2024 to Monday, 30 December 2024 (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 H Shareholders) 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 Friday, 20 December 2024. The Company will announce separately the details of A Shareholders’ eligibility for attending the EGM on the Shanghai Stock Exchange.

3. 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 EGM in respect of such shares.

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

(a) 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; and

(b) 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.

1. 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.

2. The Office of the Board of Directors of the Company is located at Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC

Tel: 86 (10) 8092 9800

Fax: 86 (10) 8092 6725

As at the date of this notice, the executive directors of the Company are Mr. WANG Sheng (Chairman) and Mr. XUE Jun (Vice Chairman and President); the non-executive directors are Mr. YANG Tijun, Ms. LI Hui, Ms. LIU Chang and Mr. LIU Zhihong; and the independent non-executive directors are Ms. LIU Chun, Mr. LAW Cheuk Kin Stephen, Mr. LIU Li and Mr. MA Zhiming.