China Merchants Securities Co., Ltd. — Proxy Solicitation & Information Statement 2020

Oct 13, 2020

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 THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 second extraordinary general meeting (the “ EGM ”) of China Merchants Securities Co., Ltd. (the “ Company ”) will be held at Marco Polo Shenzhen, 28 Fuhua 1st Road, Futian CBD, Shenzhen on Friday, October 30, 2020 at 10:00 a.m. to consider and approve the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the profit distribution plan of the Company for the first half of 2020

2. To consider and approve the resolution on election of non-independent Directors of the seventh session of the Board of the Company:

3. 2.01 To elect Mr. HUO Da as executive Director

4. 2.02 To elect Mr. SU Jian as non-executive Director

5. 2.03 To elect Mr. XIONG Xianliang as non-executive Director

6. 2.04 To elect Ms. SU Min as non-executive Director

7. 2.05 To elect Mr. XIONG Jiantao as executive Director

8. 2.06 To elect Ms. PENG Lei as non-executive Director

9. 2.07 To elect Mr. GAO Hong as non-executive Director

10. 2.08 To elect Mr. HUANG Jian as non-executive Director

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• 2.09 To elect Mr. WANG Daxiong as non-executive Director

• 2.10 To elect Mr. WANG Wen as non-executive Director

• To consider and approve the resolution on election of independent Directors of the seventh session of the Board of the Company:

• 3.01 To elect Mr. XIANG Hua as independent non-executive Director

• 3.02 To elect Mr. XIAO Houfa as independent non-executive Director

• 3.03 To elect Mr. XIONG Wei as independent non-executive Director

• 3.04 To elect Mr. HU Honggao as independent non-executive Director

• To consider and approve the resolution on election of shareholders’ representative Supervisors of the seventh session of the Supervisory Committee of the Company:

• 4.01 To elect Ms. ZHOU Linda Lei as shareholders’ representative Supervisor

• 4.02 To elect Mr. LI Xiaofei as shareholders’ representative Supervisor

• 4.03 To elect Mr. WANG Zhangwei as shareholders’ representative Supervisor

• 4.04 To elect Mr. MA Yunchun as shareholders’ representative Supervisor

• 4.05 To elect Mr. ZHANG Zhen as shareholders’ representative Supervisor

• 4.06 To elect Mr. ZOU Qun as shareholders’ representative Supervisor

By order of the Board China Merchants Securities Co., Ltd. HUO Da

Chairman

Shenzhen, the PRC October 14, 2020

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Notes:

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

2. (1) The register of members will be closed from Friday, October 23, 2020 to Friday, October 30, 2020 (both days inclusive), during which period no transfer of H Shares will be effected. All transfer documents accompanied by the relevant share certificates, shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, October 22, 2020. 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 Thursday, October 22, 2020 are entitled to attend and vote in respect of the 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.

6. (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.

7. (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.

8. Registration procedures for attending the EGM

9. (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.

10. (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.

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4. 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 except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the EGM will demand a poll in relation to the proposed resolutions at the EGM in accordance with Article 128 of the Articles of Association of the Company.

Resolutions 2.01 to 2.10, 3.01 to 3.04 and 4.01 to 4.06 shall adopt the method of cumulative poll, i.e., the number of votes carried by each Share held by the Shareholders shall be equal to the number of positions and the Shareholders may concentrate their entitled votes when voting.

In particular:

• (1) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the number of non-independent Directors (i.e. executive Directors and non-executive Directors) upon whom he/she can vote, when electing non-independent Directors. Such votes may only be voted for the candidates of the non-independent Directors of the Company, and the candidates who have the most votes shall be appointed;

• (2) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the number of independent Directors upon whom he/she can vote, when electing independent Directors. Such votes may only be voted for the candidates of the independent Directors of the Company, and the candidates who have the most votes shall be appointed;

• (3) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the number of shareholders’ representative Supervisors upon whom he/she can vote, when electing shareholders’ representative Supervisors. Such votes may only be voted for the candidates of the shareholders’ representative Supervisor of the Company, and the candidates who have the most votes shall be appointed.

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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: No. 111, Fuhuayi Road, Futian District, Shenzhen, Guangdong Province, the PRC General office of China Merchants Securities Co., Ltd. Contact person: SHANG Zhe, WANG Xiaodi and SUN Ya Contact number: (86) 755-8308 1596, (86) 755-8308 1603 and (86) 755-8308 1580 Fax: (86) 755-8294 4669 IR email: IR@cmschina.com.cn

As at the date of this notice, the executive directors of the Company are Mr. HUO Da and Mr. XIONG Jiantao; the non-executive directors of the Company are Ms. SU Min, Mr. SU Jian, Mr. XIONG Xianliang, Ms. PENG Lei, Mr. GAO Hong, Mr. HUANG Jian, Mr. WANG Daxiong and Mr. WANG Wen; and the independent non-executive directors of the Company are Mr. XIANG Hua, Mr. XIAO Houfa, Mr. XIONG Wei, Mr. HU Honggao and Mr. WONG Ti.

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