China Merchants Securities Co., Ltd. — Proxy Solicitation & Information Statement 2017

Oct 30, 2017

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.

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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6099)

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 first extraordinary general meeting (the “ EGM ”) of China Merchants Securities Co., Ltd. (the “ Company ”) will be held at St. Helen Shenzhen Bauhinia on Friday, December 15, 2017 at 10:00 a.m. to consider and approve the following resolution:

SPECIAL RESOLUTION

1. Resolution in relation to the amendments to the Articles of Association of China Merchants Securities Co., Ltd.

By order of the Board HUO Da Chairman

Shenzhen, the PRC October 30, 2017

Notes:

1. Eligibility for attending the EGM and date of registration of members

2. (1) The register of members will be closed from Wednesday, November 15, 2017 to Friday, December 15, 2017 (both days inclusive), during which period no transfer of H Shares will be effected. All transfer documents accompanied by the relevant share certificate, shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, November 14, 2017. Holders of Shares who have submitted their transfer documents to the Company’s H Share registrar and registered as Shareholders on the register of members of H Shares of the Company before 4:30 p.m. on Tuesday, November 14, 2017 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

3. (2) Further announcement will be made by the Company in the PRC regarding the record date and arrangements for holders of A Shares of the Company who are entitled to attend the EGM.

4. Proxy

5. (1) A Shareholder who is entitled to attend and vote at the EGM may appoint one or more proxy(ies) to attend and vote on his/her behalf. 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 by poll.

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• (2) If a Shareholder wishes to appoint his/her proxy(ies) to attend the EGM, the instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or duly authorized attorney. If the instrument is signed by an attorney of the appointor, the power of attorney authorizing the attorney to sign or other document of authorization shall be notarized.

• (3) In order to be valid, for holders of H Shares, the notarized power of attorney or other document of authorization and the form of proxy shall be delivered to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM.

• Registration procedures for attending the EGM

• (1) A Shareholder attending in person should present valid proof of identity or stock account card when attending the EGM. In the case of attendance by proxy, the proxy should present valid proof of identity and the proxy form(s) of the Shareholder.

• (2) If a Shareholder is a legal person, its legal representative should present his/her proof of identity and valid proof of its capacity as a legal representative. In the case of attendance by proxy of the legal representative, the proxy should present his/her proof of identity and a written letter of authorization duly issued by such legal representative when attending the EGM.

• (3) Shareholders of the Company who intend to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM to Computershare Hong Kong Investor Services Limited (for holders of H Shares) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Friday, November 24, 2017.

• Voting by poll

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a shareholders’ general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with Article 123 of the Articles of Association of the Company.

1. Miscellaneous

2. (1) Shareholders who attend the EGM in person or by proxy shall bear their own travelling and accommodation expenses.

3. (2) The contact details of the EGM are as follows:

Computershare Hong Kong Investor Services Limited Address: Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Telephone: (852) 2862 8555 Fax: (852) 2865 0990 The Company Contact address: 45/F, Block A, Jiangsu Building, Yitian Road, Futian District, Shenzhen, Guangdong Province, the PRC Board office of China Merchants Securities Co., Ltd. Contact number: (86) 755-8359 3605, (86) 755-8296 0432 and (86) 755-8294 3285 Fax: (86) 755-8294 4669

• (3) For details of the resolutions to be submitted for consideration and approval at the EGM, please refer to the circular of the Company to be published in relation to the EGM on or before November 30, 2017.

As at the date of this notice, the board of directors of the Company comprises Mr. HUO Da, Mr. WANG Yan and Mr. XIONG Jiantao as executive directors; Ms. SU Min, Mr. XIONG Xianliang, Mr. SU Jian, Ms. PENG Lei, Mr. HUANG Jian, Mr. WANG Daxiong and Mr. CHEN Zhigang as non-executive directors; and Mr. XIANG Hua, Mr. XIAO Houfa, Mr. XIONG Wei, Mr. HU Honggao and Mr. YANG Jun as independent non-executive directors.

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