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

Nov 7, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in China Galaxy Securities Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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

(Stock Code: 06881)

CAPITAL EXPENDITURE BUDGET FOR 2024 INTERIM PROFIT DISTRIBUTION PLAN FOR 2024 AND NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024

The EGM of China Galaxy Securities Co., Ltd. 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. The notice convening the EGM is set out on pages 9 to 11 of this circular.

If you intend to appoint a proxy to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for H Shareholders) and the Office of the Board of Directors (for A Shareholders) not less than 24 hours before the time appointed for holding the EGM (i.e. not later than Wednesday, 27 November 2024 at 10:00 a.m.) or any adjournment thereof in person or by post. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

7 November 2024

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE SECOND
EXTRAORDINARY GENERAL MEETING OF 2024 . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “A Share(s)”

• domestic share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is (are) listed on the SSE and traded in RMB

• “A Shareholder(s)” holder(s) of A Shares

• “Articles of Association”

• the articles of association of the Company, as amended from time to time

• “Board” or “Board of Directors” the board of Directors of the Company

• “Company”

• China Galaxy Securities Co., Ltd.（中國銀河證券股份有限 公司）, a joint stock company with limited liability incorporated in the PRC on 26 January 2007, whose H Shares are listed on the Stock Exchange (Stock Code: 06881) and A Shares are listed on the SSE (Stock Code: 601881)

• “Director(s)” director(s) of the Company

• “EGM”

• the second extraordinary general meeting of 2024 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 Thursday, 28 November 2024 at 10:00 a.m.

• “H Share(s)”

• overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is (are) listed on the Stock Exchange and traded in Hong Kong dollars

• “H Shareholder(s)” holder(s) of H Shares

• “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “PBOC”

• the People’s Bank of China, the central bank of the PRC

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DEFINITIONS

“PRC” or “China”	the People’s Republic of China, but for the purposes of	the People’s Republic of China, but for the purposes of
	this circular only, excluding Hong Kong,	Macau
	Special Administrative Region and Taiwan region
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“Share(s)”	ordinary share(s) of the Company, including A Share(s)
	and H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“SSE”	The Shanghai Stock Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

In case of any discrepancy between the English and Chinese versions of this circular, the Chinese version shall prevail.

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LETTER FROM THE BOARD

7 November 2024

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

(Stock Code: 06881)

The Board of Directors:

Executive Directors: Mr. Wang Sheng (Chairman) Mr. Xue Jun (Vice Chairman and President)

Registered Office in the PRC: No. 101, 7/F-18/F, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC

Non-executive Directors:

Mr. Yang Tijun Ms. Li Hui Ms. Liu Chang Mr. Liu Zhihong

Principal Place of Business in Hong Kong: 20th Floor, Wing On Centre, 111 Connaught Road Central, Sheung Wan, Hong Kong

Independent Non-executive Directors: Ms. Liu Chun Mr. Law Cheuk Kin Stephen Mr. Liu Li Mr. Ma Zhiming

To the Shareholders

Dear Sir or Madam,

CAPITAL EXPENDITURE BUDGET FOR 2024 INTERIM PROFIT DISTRIBUTION PLAN FOR 2024

INTRODUCTION

On behalf of the Board of Directors, I invite you to attend the EGM to 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.

The purpose of this circular is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against or abstain from voting on the resolutions to be proposed at the EGM.

BUSINESSES TO BE CONSIDERED AT THE EGM

Ordinary resolutions will be proposed at the EGM to approve: (1) the capital expenditure budget for 2024; and (2) the interim profit distribution plan for 2024.

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LETTER FROM THE BOARD

1. CAPITAL EXPENDITURE BUDGET FOR 2024

In conjunction with the requirements of the Company’s strategic development planning and in accordance with its needs for financial technology investment, branch construction, and operation and management, the Company plans to arrange for capital expenditure of RMB742 million, of which RMB10 million is estimated for information system emergency protection fund.

Capital expenditure will be mainly used for financial technology investment, software and hardware procurement, and decoration and renovation of new, consolidated and merged business premises, while the information system emergency protection fund will be specifically used for the timely procurement of emergency equipment and supplies during emergency disposal.

The above capital expenditure budget for 2024 was considered and approved by the Board on 30 September 2024 and is hereby proposed at the EGM for Shareholders’ consideration and approval.

2. INTERIM PROFIT DISTRIBUTION PLAN FOR 2024

(1) INTERIM PROFIT DISTRIBUTION PLAN FOR 2024

During the first half of 2024, the Company achieved a net profit attributable to shareholders of the listed company of RMB4,388 million. As at 30 June 2024, the undistributed profit as stated in the Company’s financial statements amounted to RMB27,697 million. Having considered the Company’s current operating performance, capital position and the requirements of risk control indicators, the Board proposed that an interim profit distribution be made to the Shareholders with details as set out below:

• (a) The interim profit distribution will be made to the Shareholders whose names appear on the register of members of the Company on the record date for the interim profit distribution (i.e. 11 December 2024), by means of a cash dividend of RMB0.84 (inclusive of tax, the actual amount distributed may be slightly different due to rounding) for every 10 Shares. Based on the total number of issued Shares of 10,934,402,256 Shares as at 30 June 2024, a total cash dividend of RMB918,489,789.50 (inclusive of tax) (the “ 2024 Interim Dividend ”) will be distributed, representing 20.93% of the net profit attributable to shareholders of the listed company for the first half of 2024. In the event of any change in the total number of issued Shares 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.

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LETTER FROM THE BOARD

• (b) 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 PBOC for the five working days prior to the date of the EGM.

The above interim profit distribution plan for 2024 was considered and approved by the Board on 29 August 2024 and is hereby proposed at the EGM for Shareholders’ consideration and approval.

(2) CLOSURE OF REGISTER OF MEMBERS OF H SHARES AND DISTRIBUTION OF 2024 INTERIM DIVIDEND

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 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 SSE details of the arrangements regarding the distribution of the 2024 Interim Dividend to its A Shareholders.

(3) WITHHOLDING AND PAYMENT OF INCOME TAX

Pursuant to the Notice of the State Administration of Taxation on Issues Concerning Collection and Management of the Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348) （《國家稅務總局關於國稅發 [1993]045號文件廢止後有關個人所得稅徵管問題的通知》（國稅函[2011]348號））, dividend and bonus income received by overseas resident individual shareholders who hold shares issued by domestic non-foreign invested enterprises in Hong Kong is subject to the payment of individual income tax under the items of “interests, dividend and bonus

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LETTER FROM THE BOARD

income”, which shall be withheld and paid by the withholding agents according to relevant laws. The overseas resident individual shareholders who hold shares issued by domestic non-foreign invested enterprises in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax treaties entered into between the countries where they reside and the PRC and the tax arrangements between Mainland and Hong Kong (Macau). The tax rate for dividends under the relevant tax treaties and tax arrangements is generally 10%, and for the purpose of simplifying tax administration, domestic non-foreign invested enterprises issuing shares in Hong Kong may, when distributing dividends and bonus, generally withhold individual income tax at the rate of 10%, and are not required to file an application. If the tax rate for dividends is not equal to 10%, the following provisions shall apply: (1) for citizens from countries which have entered into tax treaties stipulating a tax rate of lower than 10%, the withholding agents can file applications on their behalf to claim the relevant agreed preferential treatments, and upon approval by the competent tax authorities, the excess tax amounts withheld will be refunded; (2) for citizens from countries which have entered into tax treaties stipulating a tax rate of higher than 10% but lower than 20%, the withholding agents will withhold the individual income tax at the agreed-upon effective tax rate when distributing dividends and bonus, and are not required to file an application; (3) for citizens from countries without tax treaties or under other situations, the withholding agents will withhold the individual income tax at 20% when distributing dividends and bonus.

Pursuant to the Notice of the State Administration of Taxation on Issues Concerning Withholding the Enterprise Income Tax on Dividends Paid by Chinese Resident Enterprises to Holders of H Shares who are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897)（《國家稅務總局關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所 得稅有關問題的通知》（國稅函[2008]897號））, a PRC resident enterprise, when distributing dividends for 2008 and for the years afterwards to holders of H Shares who are overseas non-resident enterprises, shall withhold and pay enterprise income tax at a flat rate of 10%. After receiving dividends, non-resident enterprise shareholders may, or may entrust an agent or withholding agent to, apply to the relevant tax authorities for entitlement of the preferential tax treatment under the relevant tax treaties or tax arrangements. Upon approval by the competent tax authorities, the paid amount in excess of the tax payable based on the tax rate under the tax treaties or tax arrangements will be refunded.

(4) PROFIT DISTRIBUTION TO HONG KONG INVESTORS VIA THE SHANGHAI STOCK CONNECT PROGRAM

For Hong Kong investors (including enterprises and individuals) investing in the 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 A Shareholders.

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LETTER FROM THE BOARD

The Company will withhold and pay income tax at the rate of 10% on behalf of those investors. For investors via the Shanghai Stock Connect Program who are tax residents of other countries and whose country of domicile has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities of the Company for the entitlement of the rate under such tax treaty. Upon approval by the competent tax authorities, the paid amount in excess of the tax payable based on the tax rate under such tax treaty will be refunded.

(5) PROFIT DISTRIBUTION TO MAINLAND INVESTORS VIA THE HONG KONG STOCK CONNECT PROGRAM

For Mainland investors (including enterprises and individuals) investing in the 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 H Shareholders.

Pursuant to the Notice on Relevant Taxation Policies Concerning the Pilot Inter-connected Mechanism for Trading on the Shanghai Stock Market and the Hong Kong Stock Market (Cai Shui [2014] No. 81) （《關於滬港股票市場交易互聯互通 機制試點有關稅收政策的通知》（財稅[2014]81號））promulgated on 17 November 2014 and the Notice on Relevant Taxation Policies Concerning the Pilot Inter-connected Mechanism for Trading on the Shenzhen Stock Market and the Hong Kong Stock Market (Cai Shui [2016] No. 127)（《關於深港股票市場交易互聯互通機制試點有關稅收政策 的通知》（財稅[2016]127號））promulgated on 5 December 2016:

• For Mainland individual investors who invest in the H Shares via Hong Kong Stock Connect Program, the Company shall withhold the individual income tax at the rate of 20% in the distribution of the 2024 Interim Dividend. Individual investors may, by producing valid tax payment proofs, apply to the competent tax authorities of China Securities Depository and Clearing Corporation Limited for tax refund relating to the withholding tax already paid abroad. For Mainland securities investment funds that invest in the H Shares via the Hong Kong Stock Connect Program, the Company will withhold individual income tax in the distribution of the 2024 Interim Dividend pursuant to the above provisions; and

• For Mainland enterprise investors that invest in the H Shares via the Hong Kong Stock Connect Program, the Company will not withhold income tax in the distribution of the 2024 Interim Dividend and the Mainland enterprise investors shall pay the tax on their own.

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LETTER FROM THE BOARD

THE EGM

The notice and form of proxy of the EGM are enclosed herewith.

If you intend to appoint a proxy to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for H Shareholders) and the Office of the Board of Directors (for A Shareholders) not less than 24 hours before the time appointed for holding the EGM (i.e. not later than Wednesday, 27 November 2024 at 10:00 a.m.) or any adjournment thereof in person or by post. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. As such, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll for all resolutions proposed at the EGM.

RECOMMENDATION

The Board considers that the resolutions proposed at the EGM are in the interests of the Company and its Shareholders as a whole. As such, the Board recommends you to vote in favour of all the resolutions proposed at the EGM.

Yours faithfully, By order of the Board China Galaxy Securities Co., Ltd. Wang Sheng

Chairman and Executive Director

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024

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(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.

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 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.

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024

1. 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.

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.

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024

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:

3. (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

4. (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.

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 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.

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