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

Nov 7, 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.

==> picture [246 x 31] intentionally omitted <==

(Incorporated in the People’s Republic of China with limited liability)

(Stock Code: 06881)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024

NOTICE IS HEREBY GIVEN that the second 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 Thursday, 28 November 2024 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the capital expenditure budget of the Company for 2024; and

2. To consider and approve the interim profit distribution plan of the Company for 2024.

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

Beijing, the PRC, 7 November 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.

1

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 27 November 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, 25 November 2024 to Thursday, 28 November 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, 22 November 2024.

The Company will announce separately on the Shanghai Stock Exchange details of A Shareholders’ eligibility for attending the EGM.

1. The Company proposed to distribute a cash dividend of RMB918,489,789.50 (tax inclusive) (the “ 2024 Interim Dividend ”). Based on the Company’s total number of issued shares of 10,934,402,256 shares as at 30 June 2024, a cash dividend of RMB0.84 (tax inclusive, the actual amount distributed may be slightly different due to rounding) for every 10 shares is proposed to be distributed. In the event of any change in the total number of issued shares of the Company prior to the record date for the 2024 Interim Dividend (i.e. 11 December 2024), the Company will maintain the above total amount of cash dividend unchanged and adjust the amount of cash distribution per share accordingly.

The 2024 Interim Dividend will be denominated and declared in RMB, and paid in RMB and in HK dollars to A Shareholders and H Shareholders, respectively. The actual amount distributed in HK dollars will be calculated based on the average benchmark exchange rate for conversion between RMB and HK dollars as announced by the People’s Bank of China for the five working days prior to the date of the EGM.

For the purpose of determining the entitlement of H Shareholders to the 2024 Interim Dividend, the H Share register of members of the Company will be closed from Friday, 6 December 2024 to Wednesday, 11 December 2024 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the H Share register of members of the Company on Wednesday, 11 December 2024 are entitled to the 2024 Interim Dividend. In order to be entitled to receive the 2024 Interim Dividend, 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 Thursday, 5 December 2024. The last trading day for H Shares of the Company before ex-dividend will be Tuesday, 3 December 2024, and trading of ex-dividend H Shares shall commence on Wednesday, 4 December 2024.

The 2024 Interim Dividend (if approved by shareholders at the EGM) is expected to be distributed on or before Tuesday, 21 January 2025 to H Shareholders whose names appear on the H Share register of members of the Company on Wednesday, 11 December 2024.

As for the distribution of the 2024 Interim Dividend to the A Shareholders, the record date is Wednesday, 11 December 2024, and the ex-dividend date and the dividend distribution date are Thursday, 12 December 2024. The Company will announce separately on the Shanghai Stock Exchange details of the arrangements regarding the distribution of the 2024 Interim Dividend to its A Shareholders.

2

For Hong Kong investors (including enterprises and individuals) investing in the Company’s A Shares via the Shanghai Stock Connect Program, the 2024 Interim Dividend will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such A Shares. The record date, the dividend distribution date and other arrangements for investors via the Shanghai Stock Connect Program will be the same as those for the Company’s A Shareholders.

For Mainland investors (including enterprises and individuals) investing in the Company’s H Shares via the Hong Kong Stock Connect Program, the Shanghai Branch and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominee holding H Shares for investors via the Hong Kong Stock Connect Program, will receive the 2024 Interim Dividend distributed by the Company and distribute such 2024 Interim Dividend in RMB to the relevant investors of H Shares through its depositary and clearing system. The record date, the dividend distribution date and other arrangements for investors via the Hong Kong Stock Connect Program will be the same as those for the Company’s H Shareholders.

1. 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.

2. 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.

3. 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.

4. 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.

3