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

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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, independent adviser or other professional adviser.

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

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

(Stock Code: 6099)

CIRCULAR OF 2020 SECOND EXTRAORDINARY GENERAL MEETING IN RELATION TO

(A) PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE FIRST HALF OF 2020;

(B) ELECTION OF NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD;
(C) ELECTION OF INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD;
(D) ELECTION OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE SUPERVISORY COMMITTEE

AND

NOTICE OF 2020 SECOND EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 9 of this circular.

A notice convening the EGM of the Company to be held at Marco Polo Shenzhen, 28 Fuhua 1st Road, Futian CBD, Shenzhen on Friday, October 30, 2020 at 10:00 a.m. is set out on pages N-1 to N-4 of this circular.

The proxy form for use at the EGM are enclosed with this circular for despatch to the Shareholders. Please complete and return the proxy form in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time stipulated for the holding of the EGM and deposit it together with the notarised power of attorney or other document of authorization with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares). Completion and return of the proxy form will not preclude you from attending and voting at the EGM in person.

October 14, 2020

CONTENTS

				Page
Definitions	. . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board			. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I		—	Details of proposed non-independent Directors
			of the Seventh Session of the Board . . . . . . . . . . . . . . . .	I-1
Appendix II		—	Details of proposed independent Directors
			of the Seventh Session of the Board . . . . . . . . . . . . . . . .	II-1
Appendix III		—	Details of proposed Shareholders’ Representative
			Supervisors of the Seventh Session
			of the Supervisory Committee . . . . . . . . . . . . . . . . . . . .	III-1
Notice of EGM		. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

– i –

DEFINITIONS

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

“A Share(s)”
domestic shares of the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi and are listed for trading on the SSE
“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 Merchants Securities Co., Ltd., a joint stock limited company incorporated under the laws of the PRC as an enterprise legal person in August 1993; the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 6099) and the A Shares of which are listed on the SSE (stock code: 600999)
“CSRC” China Securities Regulatory Commission
“Director(s)” the director(s) of the Company
“EGM” the 2020 second extraordinary general meeting to be held by the Company at Marco Polo Shenzhen, 28 Fuhua 1st Road, Futian CBD, Shenzhen, the PRC on October 30, 2020 at 10:00 a.m.
“H Share(s)”
overseas-listed foreign shares in the share capital of the Company with nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and are listed for trading on the Hong Kong Stock Exchange
“HK dollar(s)” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited or “Stock Exchange”

– 1 –

DEFINITIONS

“Independent Non-executive Director(s)” or “Independent Director(s)”
the independent non-executive director(s) of the Company
“Latest Practicable Date” October 9, 2020, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication
“Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“PRC” or “China” the People’s Republic of China, excluding for the purposes of this circular, Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Share(s)” the ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, comprising A Shares and H Share
“Shareholders(s)” holder(s) of the Share(s)
“Supervisor(s)” member(s) of the Supervisory Committee
“Supervisory Committee” the supervisory committee of the Company
“SSE” the Shanghai Stock Exchange
“SZSE” the Shenzhen Stock Exchange
“%” per cent.

Unless the context otherwise requires, all amounts are stated in RMB.

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LETTER FROM THE BOARD

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

(Stock Code: 6099)

Executive Directors: Mr. HUO Da (Chairman of the Board) Mr. XIONG Jiantao (President)

Non-executive Directors: Ms. SU Min Mr. SU Jian Mr. XIONG Xianliang Ms. PENG Lei Mr. GAO Hong Mr. HUANG Jian Mr. WANG Daxiong Mr. WANG Wen

Registered Office: No. 111, Fuhuayi Road Futian District Shenzhen Guangdong the PRC

Principal Place of Business in Hong Kong: 48/F, One Exchange Square 8 Connaught Place Central Hong Kong

Independent Non-executive Directors: Mr. XIANG Hua Mr. XIAO Houfa Mr. XIONG Wei Mr. HU Honggao Mr. WONG Ti

October 14, 2020

To the Shareholders

Dear Sir or Madam,

PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE FIRST HALF OF 2020; ELECTION OF NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD; ELECTION OF INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD; ELECTION OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE SUPERVISORY COMMITTEE; AND NOTICE OF 2020 SECOND EXTRAORDINARY GENERAL MEETING

INTRODUCTION

References are made to (i) the Company’s announcement dated August 28, 2020 in relation to among other things the proposed distribution of 2020 interim dividend and (ii) the Company’s announcement dated September 28, 2020 in relation to the change of Directors and the change of Supervisors. The purpose of this circular is (i) to provide the Shareholders with further information on the profit distribution plan of the Company for the first half of 2020, and the change of Directors and Supervisors; and (ii) to give the Shareholders a notice of the EGM and other information.

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LETTER FROM THE BOARD

1. PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE FIRST HALF OF 2020

An ordinary resolution will be proposed at the EGM to approve the Profit Distribution Plan of the Company for the six months ended June 30, 2020, the full text of which is as below:

According to the consolidated financial statements of the Company for the six months ended June 30, 2020, the Company recorded, on a consolidated basis, a net profit attributable to owners of the parent of RMB4,333,834,391.86, and profit available for distribution is RMB16,859,177,804.10 on June 30, 2020.

In accordance with relevant requirements stipulated in the Company Law of the PRC, the Securities Law of the PRC and the Articles of Association, the Company may only undertake distribution after setting aside (A) 10% of the net profit for the statutory surplus reserve fund, (B) 10% of the net profit for the general risk reserve fund and (C) 10% of the net profit for the transaction risk reserve fund. If the statutory surplus reserve fund is more than 50% of the company's registered capital, the Company can choose not to accrue it. At present, the accumulated statutory surplus reserve fund of the company has exceeded the above standard, but from the perspective of the long-term development of the company, it is still accrued at 10%. According to the rules issued by the CSRC, securities companies shall not utilize the gains arising from fair value changes included in distributable profits to distribute cash dividend. After deducting the three reserve fund above and the gains arising from fair value charges amount of RMB2,553,445,542.29, the remaining profit for distribution on June 30, 2020 amounted to RMB14,305,732,261.81.

In accordance with rules and regulations issued by the CSRC and SSE and the Articles of Association, taking into account the benefit of the Shareholders and the development of the Company, the Company proposed to distribute a cash dividend of RMB3.35 (tax inclusive) for every ten (10) Shares to the holders of A Shares and H Shares of the Company for the six months ended June 30, 2020 (“ 2020 Interim Dividend ”), based on share capital as of the registration date of equity. No bonus shares will be distributed and no capital reserves will be capitalised.

Taking into account that the rights issue of A Shares and H Shares as approved at the Shareholders’ meeting and respective class meetings of holders of A Shares and H Shares on May 19, 2020 are completed and there are 8,696,526,806 Shares in issue, it is estimated that a total amount of RMB2,913,336,480.01 will be distributed by the Company as the 2020 Interim Dividend. If the total share capital of the company changes on the registration date of equity, the Company intends to maintain the total amount of distribution unchanged and adjust the amount of distribution per share accordingly.

The 2020 Interim Dividend for the six months ended June 30, 2020 is denominated and declared in RMB, and dividend on A Shares will be paid in Renminbi and dividend on H Shares will be paid in Hong Kong dollars (calculated based on the average of the exchange rate of the medium rate of converting Renminbi into Hong Kong dollars as quoted by the People’s Bank of China for five business days immediately prior to the date of EGM).

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LETTER FROM THE BOARD

In view of the procedure of the distribution of dividend of H Shares, it is hereby proposed at the EGM to agree that Computershare Hong Kong Trustees Limited was appointed as the trustee in respect of the distribution of dividend to holders of H Shares of the Company. Mr. WU Huifeng was authorized as the authorizer to exercise the rights on behalf of the Company to execute all instructions, guidelines, decisions, notices and approvals to nominees in relation to the nominee agreement, etc..

The profit distribution plan of the Company for the first half of 2020 has been considered and approved by the Board on August 28, 2020, and is hereby proposed at the EGM for its consideration and approval. Upon the approval at the EGM, the Company will distribute cash dividend to its shareholders according to the distribution plan within two months from the date of convening the EGM.

2. ELECTION OF NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

The terms of office of members of the sixth session of the Board expired on May 26, 2020. Given that additional time was required for preparation of the election of seventh session of the Board, all members of the Board have been performing and will continue to perform their respective duties until the completion of change of session of the Board.

Reference is made to the announcement of the Company published on September 28, 2020 in relation to the change of Directors and Supervisors.

The Board agreed to propose the following resolutions at the EGM:

2.01 To elect Mr. HUO Da as executive Director
2.02 To elect Mr. SU Jian as non-executive Director
2.03 To elect Mr. XIONG Xianliang as non-executive Director
2.04 To elect Ms. SU Min as non-executive Director
2.05 To elect Mr. XIONG Jiantao as executive Director
2.06 To elect Ms. PENG Lei as non-executive Director
2.07 To elect Mr. GAO Hong as non-executive Director
2.08 To elect Mr. HUANG Jian as non-executive Director
2.09 To elect Mr. WANG Daxiong as non-executive Director
2.10 To elect Mr. WANG Wen as non-executive Director

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LETTER FROM THE BOARD

Mr. HUO Da, Mr. SU Jian, Mr. XIONG Xianliang, Ms. SU Min, Mr. XIONG Jiantao, Ms. PENG Lei, Mr. GAO Hong, Mr. HUANG Jian, Mr. WANG Daxiong and Mr. WANG Wen are together known as the “Proposed Non-Independent Directors”.

The term of office of each of the Proposed Non-Independent Directors will be from the date of obtaining the approval from the EGM for a term of three years. Details of the biography of Proposed Non-Independent Directors and other information related to their appointment are set out in Appendix I to this circular.

3. ELECTION OF INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

Reference is made to the announcement of the Company published on September 28, 2020 in relation to the change of Directors and Supervisors.

The Board agreed to propose the following resolutions at the EGM:

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

Mr. XIANG Hua, Mr. XIAO Houfa, Mr. XIONG Wei and Mr. HU Honggao are together known as the “Proposed Independent Directors”.

The term of office of Mr. XIANG Hua, Mr. XIAO Huofa, Mr. XIONG Wei and Mr. HU Honggao, as the Independent Director of company, will be from the date of obtaining the approval from the General Meeting to July 18, 2023, July 12, 2023, August 3, 2023 and July 18, 2023 respectively (six years since the dates of the China Securities Regulatory Commission’s approvals of each of the above as an independent director of the Company). Details of the biography of Proposed Independent Directors and other information related to their appointment are set out in Appendix II to this circular.

Reference is made to the announcement dated June 10, 2019 in relation to the resignation of independent non-executive directors. The Board is still in search of an appropriate candidate to replace Mr. Wong Ti as the independent non-executive Director, during which he will continue to discharge his duties as an independent non-executive Director. Announcements will be made by the Board as soon as possible after the nomination recommendation of the remaining candidate for independent non-executive Director of the seventh session of the Board is received and the nomination procedure is completed.

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LETTER FROM THE BOARD

4. ELECTION OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE SUPERVISORY COMMITTEE

Reference is made to the announcement of the Company published on September 28, 2020 in relation to the change of Directors and change of Supervisors.

The Supervisory Committee agreed to propose the following resolutions at the EGM:

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

Ms. ZHOU Linda Lei, Mr. LI Xiaofei, Mr. WANG Zhangwei, Mr. MA Yunchun, Mr. ZHANG Zhen and Mr. ZOU Qun, together known as the “Proposed Supervisors”.

The term of office of each of the Proposed Supervisors will be from the date of obtaining the approval at the EGM for a term of three years.

Each of the Proposed Supervisors can be re-appointed after the expiry of his/her term of office. Details of the biography of the Proposed Supervisors and other information related to their appointment are set out in Appendix III to this circular.

The other three employees’ representative supervisors will be elected by the employees of the Company.

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LETTER FROM THE BOARD

2020 SECOND EXTRAORDINARY GENERAL MEETING

The EGM will be held at Marco Polo Shenzhen, 28 Fuhua 1st Road, Futian CBD, Shenzhen, the PRC on October 30, 2020 at 10:00 a.m.. The notice of the EGM is also set out on pages N-1 to N-4 of this circular.

The summary of the important dates for holders of H Share is as follows:

Last Registration Date : On or before 4:30 p.m. on October 22, 2020 Closure of Register : October 23, 2020 to October 30, 2020 of Members for H Shareholders Submission of Proxy Form : 24 hours before the time appointed for the EGM (i.e. 10:00 a.m. on Thursday, October 29, 2020)

The register of members is 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 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 Thursday, October 22, 2020. Purchasers of Shares who have submitted their transfer documents to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, 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 all resolutions to be proposed at the EGM.

To be valid, for holders of H Share, the form of proxy and notarised power of attorney or other document of authorisation must 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. Completion and return of the proxy form will not preclude you from attending and voting at the EGM in person if you so wish.

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LETTER FROM THE BOARD

PROCEDURES FOR VOTING AT THE EGM

According to Rule 13.39(4) of the Listing Rules, 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 resolution at the EGM in accordance with Article 128 of the Articles of Association.

RECOMMENDATION

The Board believes that all the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the relevant resolutions to be proposed at the EGM as set out in the notice of EGM attached to the circular.

Yours faithfully,

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

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APPENDIX I

DETAILS OF PROPOSED NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

The biographical details of each of the Proposed Non-independent Directors are as follows:

Mr. HUO Da , aged 52, serves as the Chairman of the Board since May 2017; an executive committee member of China Merchants Financial Services Business Unit (招商局集團金融事業群╱平台) since June 2018; and director of China Merchants Securities International Company Limited (“ CMS International ”) since January 2019. He was a part-time member of the 17th Public Offering Review Committee of the China Securities Regulatory Commission (“ CSRC* ”) from September 2017 to January 2019. He served as a principal staff member, deputy division head and division head at the CSRC; assistant to the head of the Shenzhen office of the CSRC; deputy inspector, deputy director and director of the Market Supervision Department of the CSRC; director of the Corporate Bonds Supervision Department of the CSRC; director of the Research Center of the CSRC; head of Beijing Institute of Securities and Futures and head of China Institute of Finance and Capital Markets.

Mr. HUO Da obtained a bachelor’s degree in engineering from Huazhong University of Science and Technology, a master’s degree in economics from Huazhong University of Science and Technology and a doctoral degree in economics from Chinese Academy of Fiscal Sciences (formerly known as the Research Institute for Fiscal Science of the Ministry of Finance) in July 1989, April 1994 and January 2008, respectively.

As at the Latest Practicable Date, Mr. HUO Da, through China Merchants Asset Management-China Merchants Securities No.1 Employee Stock Ownership Scheme Single Asset Management Plan, holds approximately 531,210 A shares of the Company, which represents 0.006% of the Company’s total issued share capital.

Mr. SU Jian , aged 48, serves as the Company’s non-executive Director since June 2017. Since July 2017, he serves as head of the finance department (property rights department) of China Merchants Group; executive director of China Merchants Port Holdings Company Limited (listed on the Hong Kong Stock Exchange, stock code: 0144) since October 2017; director of China Merchants Expressway Network & Technology Holdings Co., Ltd. (listed on the SZSE, stock code: 001965) since January 2018; director of China Merchants Port Group Co., Ltd. (listed on the SZSE, stock code: 001872) since December 2018; non-executive director of Sinotrans Limited (listed on the SSE, stock code: 601598; listed on the Hong Kong Stock Exchange, stock code: 0598) since June 2019. From August 2017 to January 2019, Mr. Su served as director of China Merchants Energy Shipping Co., Ltd. (listed on the SSE, stock code: 601872). He served as clerk, head and then financial manager of Guang Zhou Merchants International Travel Service Co. Ltd.; director, senior manager, assistant to the head, and deputy head of the finance department of China Merchants Group; senior manager of the finance department of China Merchants Shekou Industrial Zone Company Limited; deputy head of the human resources department of China Merchants Group Limited; deputy general manager of China Merchants Industry Holdings Co., Ltd; and as deputy head (as the person in charge at the grade of head) of the finance department (property rights department) of China Merchants Industry Holdings Co., Ltd.

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APPENDIX I DETAILS OF PROPOSED NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

Mr. SU Jian obtained a bachelor’s degree in economics from Shanghai University of Finance and Economics in July 1993. Mr. SU Jian obtained the qualifications as a non-practising member of the Chinese Institute of Certified Public Accountants and an Intermediate Accountant in 2000 and 2002, respectively.

Mr. XIONG Xianliang , aged 53, serves as the Company’s non-executive Director since December 2014. Since March 2015, he serves as head of the strategic development department of China Merchants Group (during which he also served concurrently as chief of security supervision division, information management division and research division of China Merchants Group); executive director of China Merchants Port Holdings Company Limited (listed on the Hong Kong Stock Exchange, stock code: 0144) since June 2018; director of the research and development center of China Merchants Group and dean of China Merchants Technology and Innovation Research and Development Institute (招商局科技創新發展研究院) since August 2018; non-executive director of Sinotrans Limited (listed on the SSE, stock code: 601598; listed on the Hong Kong Stock Exchange, stock code: 0598) since June 2019. He served as researcher and director of the Development Research Center of the State Council; deputy director at the Chongqing Development and Planning Commission; deputy head at the general group of the steering committee office of the Western Region Development leading group of the State Council (國務院西部開發領導小組辦公室綜合組); inspector at the Development Research Office of the State Council; general manager (head of department) at the strategic research department of China Merchants Group; non-executive director of China Merchants Bank (listed on the SSE, stock code: 600036; listed on the Hong Kong Stock Exchange, stock code: 3968).

Mr. XIONG Xianliang obtained a master’s degree and a doctoral degree in global economics from Nankai University in June 1991 and December 1993, respectively. Mr. XIONG Xianliang was granted the title of Researcher by the Development Research Center of the State Council in September 2000.

Ms. SU Min , aged 52, serves as the Company’s non-executive Director since June 2016. Since December 2015, she serves as the director of China Merchants Finance Holdings* (招商局金融集團有限公司); general manager of China Merchants Finance Investment Holdings Co., Ltd. since March 2017; a standing vice chairman of the Execution Committee of China Merchants Financial Services Business Unit since June 2018; non-executive director of China Merchants Bank (listed on the SSE, stock code: 600036; listed on the Hong Kong Stock Exchange, stock code 3968) since September 2014; director of Bosera Fund from September 2018. She served as general manager of China Merchants Finance Holdings Co., Ltd. from September 2015 to February 2019. She served as chief accountant and deputy general manager of Anhui Province Energy Group Co., Ltd; director of Anhui Wenergy Company Limited (listed on the SZSE, stock code: 000543); director of Huishang Bank Corporation Limited (listed on the Hong Kong Stock Exchange, stock code: 3698); chief accountant of China Shipping (Group) Company; chairman of the board of China Shipping Finance Co., Ltd.; executive director of COSCO SHIPPING Energy Transportation Co., Ltd. (listed on the SSE, stock code: 600026; listed on the Hong Kong Stock Exchange, stock code: 1138); non-executive director of COSCO SHIPPING Development Co., Ltd. (listed on the SSE, stock code: 601866; listed on the Hong Kong Stock Exchange, stock code: 2866); chairman of the board of China Shipping Leasing Co., Ltd; director of China Merchants Innovation Investment Management Co., Ltd.; supervisor of China Merchants Capital Co., Ltd.

– I-2 –

APPENDIX I

DETAILS OF PROPOSED NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

Ms. SU Min obtained a bachelor’s degree in finance from Shanghai University of Finance and Economics in July 1990, and a master’s degree in business administration from the University of Science and Technology of China in December 2002. She was granted the qualifications of Certified Public Accountant, Certified Public Valuer and senior accountant in June 1998, June 1999 and June 2008, respectively.

Mr. XIONG Jiantao , aged 52, serves as the Company’s executive Director since May 2017; the President of the Company since December 2018; Chief Information Officer of the Company since July 2019; and director of CMS International since September 2015. He served as the Vice President of the Company from December 2005 to December 2018; Chief Operating Officer of the Company from May 2017 to December 2018; chairman of the board of directors of China Merchants Futures Co., Ltd. from March 2008 to March 2019; chairman of the board of directors of CMS Asset Management Co., Ltd. from March 2015 to March 2019. He served as deputy manager of the information center at China Merchants Bank Co., Ltd. (listed on SSE, stock code: 600036; listed on the Hong Kong Stock Exchange, stock code: 3968), manager of the computer center, general manager at the information center, and technical director of the Company (during such period he had been temporarily seconded by CSRC to be a member of the administrative take-over group of China Southern Securities); and director of Bosera Funds.

Mr. XIONG Jiantao obtained a bachelor’s degree in engineering majoring in telecommunications engineering from Nanjing University of Posts and Telecommunications (formerly Nanjing Institute of Posts and Telecommunications), a master’s degree in engineering majoring in automatic instrumentation and installation from Huazhong University of Science and Technology and a degree for executive master of business management (“ EMBA ”) from Fudan University in July 1989, June 1992 and June 2014, respectively.

As at the Latest Practicable Date, Mr. XIONG Jiantao through China Merchants Asset Management-China Merchants Securities No.1 Employee Stock Ownership Scheme Single Asset Management Plan, holds approximately 531,210 A shares of the Company, which represents 0.006% of the Company’s total issued share capital.

Ms. PENG Lei , aged 47, serves as the Company’s non-executive Director since August 2007. She serves as a standing member of the Executive Committee of China Merchants Financial Services Business Unit since June 2018; director of China Merchants Commerce Financial Leasing Co., Ltd. since August 2018; director of China Merchants Pingan AMC since December 2018; director of China Great Wall Securities Co., Ltd. (listed on the SZSE, stock code: 002939) since June 2011. From April 2016 to February 2019, she served as deputy general manager of China Merchants Finance Holdings Co., Ltd.; from March 2015 to August 2019 served as director of Morgan Stanley Huaxin Fund Management Co., Ltd.; director of Bosera Funds from November 2017 to September 2018. She was executive director of Union Asset Management Company, deputy general manager of the general management department, general manager of the audit department, general manager of the China business department, general manager of the securities department and assistant to the general manager of China Merchants Finance Holdings Co., Ltd.

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APPENDIX I

DETAILS OF PROPOSED NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

Ms. PENG Lei obtained a bachelor’s degree in economics majoring in business management from Southwestern University of Finance and Economics and a master’s degree in economics majoring in finance from Peking University in July 1994 and July 2010, respectively.

Mr. GAO Hong , aged 52, serves as the Company’s non-executive Director since March 2020. He serves as the vice general manager (Chief Digital Officer) of China Merchants Life Insurance Company Limited since February 2017; the general manager of China Merchants Financial Technology Co., Ltd (招商局金融科技有限公司) since November 2017; the standing member of the Executive Committee of China Merchants Financial Business Unit since February 2019. From February 2017 to February 2019, he served as the Chief Digital Officer of China Merchants Finance Holdings Co., Ltd. He served as an assistant engineer of the first engineering division of Nanjing No. 724 Research Institute (南京724研究所); engineer of China Electronics Software Development Co. (中電軟件技術開發公司); an engineer and the business officer of the computer department, an engineer of actuary and information department, the officer and assistant to general manager of software development office under life insurance, and assistant to general manager at the Jilin Branch of China Ping An Insurance Company (中國平安保險公司); general manager of the computer department at China Taiping Life Insurance Co. Ltd.; deputy general manager (person in charge) at the information management department and the assistant to general manager of the group shared service centre of China Insurance Group Investment Co., Ltd; the general manager of the information technology centre, an assistant to general manager and the general manager of innovation and development department of Funde Sino Life Insurance Co., Ltd. (富德生命人壽股份有限公司) (during the time also served as an assistant to general manager of Funde Insurance Holding Co., Ltd. (富德保險控股股份有限公司)).

Mr. GAO Hong obtained a bachelor’s degree of science in computer software from the Department of Computer Science from Nanjing University in July 1989.

Mr. HUANG Jian , aged 51, serves as the Company’s non-executive Director since August 2012. He serves as general manager of the capital operation department of China COSCO Shipping Corporation Limited since September 2016; non-executive director of COSCO SHIPPING Development Co., Ltd. (listed on the SSE, stock code: 601866; listed on the Hong Kong Stock Exchange, stock code: 2866) since June 2016; director of Lanhai Medical Investment Co., Ltd. (listed on the SSE, stock code: 600896) since May 2017; director of COSCO SHIPPING Captive Insurance Co., Ltd. since August 2017; director of Shanghai Rural Commercial Bank Co., Ltd. since June 2018. From December 2017 to March 2019, he served as director of COSCO SHIPPING Technology Co., Ltd. (listed on the SZSE, stock code: 002401). He served as head of the capital management department of finance and capital division of COSCO; vice president and general manager of the finance department of COSCO Logistics (Americas), Inc. (中遠物流（美洲）有限公司) (formerly known as Intermodal Bridge Services Inc. (中遠美國內陸運輸公司)); chief financial officer and general manager of the finance department of COSCO Americas Inc.; deputy general manager of the finance department of COSCO; deputy general manager (person-in-charge) of the capital operation department of China COSCO Shipping Corporation Limited.

– I-4 –

APPENDIX I

DETAILS OF PROPOSED NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

Mr. HUANG Jian obtained a bachelor’s degree in economics majoring in auditing from Capital University of Economics and Business (formerly known as Beijing Institute of Finance and Trade) and a master’s degree in business management from Beijing Institute of Technology in July 1992 and March 2002, respectively; obtained the qualifications of accountant and senior accountant from the Ministry of Finance in May 1997 and December 2015, respectively.

Mr. WANG Daxiong , aged 59, serves as the Company’s non-executive Director since September 2016. He serves as chief executive officer, executive director and chairman of COSCO SHIPPING Development Co., Ltd. (listed on the SSE, stock code: 601866; listed on the Hong Kong Stock Exchange, stock code: 2866) since May 2016, June 2016, and July 2019 respectively; chairman of the board of directors of COSCO SHIPPING Investment Co., Limited (formerly known as COSCO SHIPPING Financial Co., Limited) since March 2014; non-executive director of China Merchants Bank Co., Ltd. (listed on the SSE, stock code: 600036; listed on the Hong Kong Stock Exchange, stock code: 3968) since November 2016. He served as chairman of the board of directors of COSCO Shipping Captive Insurance Co., Ltd from October 2017 to March 2020; vice chairman of the board of the directors of New China COSCO Financial Holdings Limited (新華遠海金融控股有限公司) from March 2017 to January 2020. He served asdivision head and office chief of the Finance Office of the Guangzhou Maritime Bureau (廣州海運局財務處); head of the finance department and chief accountant of Guangzhou Maritime Transport (Group) Co., Ltd.; chief accountant, vice president and deputy general manager of China Shipping (Group) Company; vice chairman and chairman of the board of directors of Lanhai Medical Investment Co., Ltd. (listed on the SSE, stock code: 600896); non-executive director of COSCO SHIPPING Development Co., Ltd. (listed on the SSE, stock code: 601866; listed on the Hong Kong Stock Exchange, stock code: 2866); executive director of COSCO SHIPPING Energy Transportation Co., Ltd. (listed on the SSE, stock code: 600026; listed on the Hong Kong Stock Exchange, stock code: 1138); director of CIB Fund Management Co., Ltd.

Mr. WANG Daxiong obtained a bachelor’s degree majoring in finance and economics from Shanghai Maritime University and an EMBA degree from Shanghai University of Finance and Economics in July 1983 and January 2012, respectively. Mr. WANG Daxiong also obtained the qualification of senior accountant from Ministry of Transport in November 1995.

– I-5 –

APPENDIX I

DETAILS OF PROPOSED NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

Mr. WANG Wen , aged 51, serves as the Company’s non-executive Director since July 2019. He serves as the vice president of PICC Life Insurance Company Limited (中國人民人壽保險股份有限公司) since July 2017; chairman of the board of directors of China-US Insurance Advisory CO., LTD. (中美國際保險銷售服務有限責任公司) since May 2017. He served as assistant to the manager of and deputy manager of life insurance, deputy manager of domestic business department, manager of car insurance department of the Beijing Branch of China Pacific Insurance Co., Ltd. (中國太平洋人壽保險股份有限公司), assistant to general manager and deputy general manager of the Beijing Branch of China Pacific Life Insurance Co., Ltd.; leader of the preparatory group, deputy manager (job leader), and general manager of the Beijing Branch of PICC Life Insurance Company Limited; sales director of PICC Life Insurance Company Limited.

Mr. WANG Wen obtained a bachelor’s and master’s degree majoring in law from Peking University in July 1991 and July 2005, respectively.

During the term as a Director, Mr. HUO Da and Mr. XIONG Jiantao will receive allowance from the Company according the regulation about the Company’s senior management compensation, the other Proposed Non-independent Directors will not receive any allowance from the Company. Each of the Proposed Non-independent Directors will enter into a service contract with the Company after the approval of his/her appointment.

As at the Latest Practicable Date, save as disclosed above, each of the Proposed Non-independent Directors has confirmed that he/she does not have any other relationship with any of the directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company and does not have any interests in the shares of the Company as defined in Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and each of the Proposed Non-independent Directors does not have any information in relation to his/her appointment which shall be subject to disclosure pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange. Save as disclosed above, each of the Proposed Non-independent Directors has confirmed that he/she did not hold any directorship in any other listed companies in the last three years and there is no other matters relating to his/her appointment that need to be brought to the attention of the shareholders of the Company.

– I-6 –

APPENDIX II

DETAILS OF PROPOSED INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

The biographical details of each of the Proposed Independent Directors are as follows:

Mr. XIANG Hua , aged 49, serves as the Company’s independent non-executive Director since July 2017. He serves as chief executive officer of Turui Investment Management Co., Ltd. since January 2018. He served as officer and deputy head of the Balance of Payments Department and General Affairs Department and head of the Central Foreign Exchange Business Center of the State Administration of Foreign Exchange (“ SAFE ”), general manager of SAFE Investment Company Limited; and chief executive officer and chief operating officer of Deepwater Capital Limited.

Mr. XIANG Hua obtained a bachelor’s degree in economics from Beijing Normal University and a master’s degree in economics from Renmin University of China in July 1994 and September 2001, respectively.

Mr. XIAO Houfa , aged 53, serves as the Company’s independent non-executive Director since July 2017. He serves as principal partner of RSM China (容誠會計師事務所（特殊普通合夥）)(formerly known as HuaPu TianJian Certified Public Accountants LLP) since January 2014. He served as the founder, deputy chief and chief accountant of Anhui HuaPu Certified Public Accountants (安徽華普會計師事務所), chief accountant of HuaPu TianJian Certified Public Accountants Beijing Co., Ltd. (華普天健會計師事務所北京有限公司).

Mr. XIAO Houfa obtained a bachelor’s degree in accounting from Shanghai University of Finance and Economics in July 1988. Mr. XIAO Houfa has received the title of senior accountant and is a certified public accountant.

Mr. XIONG Wei , aged 44, serves as the Company’s independent non-executive Director since August 2017. He taught at Princeton University since July 2000; where he has become professor of economics in July 2007 and served as Trumbull-Adams professor of finance since July 2014; academic advisor at Hong Kong Institute for Monetary and Financial Research since July 2012; academic dean of the School of Economics and Management at The Chinese University of Hong Kong, Shenzhen since June 2015; and director of Shenzhen Finance Institute, CUHK(SZ) since January 2016.

Mr. XIONG Wei obtained a bachelor’s degree in physics from the University of Science and Technology of China, a master’s degree in physics from Columbia University in the United States and a doctoral degree in finance from Duke University in the United States in July 1993, May 1995 and May 2001, respectively.

– II-1 –

APPENDIX II

DETAILS OF PROPOSED INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

Mr. HU Honggao , aged 66, serves as the Company’s independent non-executive Director since July 2017. He has been professor of law and doctoral advisor at Fudan University since January 2008; independent director of Perfect Group CORP., LTD (listed on the SSE, stock code: 603059) since June 2016; independent director of Shanghai Amarsoft Information & Technology Co., Ltd. (listed on the SZSE, stock code: 300380) since March 2017; and independent director of Shanghai China Fortune Co., (listed on the SSE, stock code: 600621) since May 2017. From March 2014 to February 2020, he served as independent director of Shanghai Tofflon Science and Technology Co., Ltd. (listed on the SZSE, stock code: 300171). He served as vice dean, professor of law and doctoral advisor of Fudan Law School at Fudan University.

Mr. HU Honggao obtained a bachelor’s degree in law from Peking University in July 1983.

Each of the Proposed Independent Directors will receive RMB200,000 (before tax) per annum as director’s allowance from the Company during his term as a Director. Each of the Proposed Independent Directors will enter into a service contract with the Company after the approval of his appointment.

When determining the nominations of the Proposed Independent Directors mentioned above, the Company considered the diversity of Board members in several aspects, including but not limited to age, cultural and educational background, professional experience, skills and knowledge. The determination of members should be based on the value of candidates and the contribution they can make to the Board. The benefits from the diversity of the Board should be taken into full consideration according to their objective conditions. The selection of Board members shall be conducted in accordance with laws, regulations and relevant requirements of securities regulators. The Company considers that the Proposed Independent Directors are independent in accordance with the independence guidelines set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the relevant rules of SSE.

As at the Latest Practicable Date, each of the Proposed Independent Directors has confirmed that he does not have any other relationship with any of the directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company or any of its subsidiaries, and does not have any interests in the shares of the Company as defined in Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and each of the Proposed Independent Directors does not have any information in relation to his appointment which shall be subject to disclosure pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange. Save as disclosed above, each of the Proposed Independent Directors has confirmed that he did not hold any directorship in any other listed companies in the last three years and there is no other matters relating to his appointment that need to be brought to the attention of the shareholders of the Company.

– II-2 –

APPENDIX III

DETAILS OF PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE SUPERVISORY COMMITTEE

The biographical details of each of the Proposed Supervisors are as follows:

Ms. ZHOU Linda Lei , aged 51, serves as the Company’s Chairman of the Supervisory Committee since July 2014; supervisor and chief supervisor of CMS Fund Management Co., Ltd. since April 2020 and May 2020 respectively. She served as supervisor of Industrial Bank Co., Ltd. (listed on the SSE, stock code: 601166); independent director of Jiangxi Selon Industrial Co., Ltd. (listed on the SZSE, stock code: 002748); independent director of China Merchants Fund; managing director of China Merchants China Investment Management Limited; executive director of China Merchants China Direct Investments Limited (listed on the Hong Kong Stock Exchange, stock code: 0133).

Ms. ZHOU Linda Lei obtained a bachelor’s degree in economics majoring in finance and accounting from Renmin University of China and a master’s degree in business administration from Sonoma State University of the California State University in July 1989 and January 1993, respectively.

As at the Latest Practicable Date, Ms. ZHOU Linda Lei through China Merchants Asset Management-China Merchants Securities No.1 Employee Stock Ownership Scheme Single Asset Management Plan, holds approximately 429,054 A shares, which represents 0.005% of the Company’s total issued share capital.

Mr. LI Xiaofei , aged 50, serves as the Company’s Supervisor since July 2014; standing member of the Execution Committee of China Merchants Financial Services Business Unit since June 2018; supervisor of China Greatwall Securities Co., Ltd. (listed on the SZSE, stock code: 002939) since July 2015. From November 2014 to November 2017, served as an assistant to the general manager of China Merchants Finance Holdings Co., Ltd.; from November 2017 to February 2019, served as deputy general manager of China Merchants Finance Holdings Co., Ltd. He served as secretary (chief at section level) of the general manager office, deputy manager of the planning and development department and deputy manager of the leasing department of Shenzhen Nanyou (Holdings) Ltd; manager of the administration and human resources department and secretary to the board of directors of Grand Auto Park Company Limited (深圳市平方汽車園區有限公司); senior manager of the human resources department of China Merchants; general manager of the human resources department of China Merchants Finance Holdings Co., Ltd..

Mr. LI Xiaofei obtained a master’s degree in economics majoring in labour economics from Renmin University of China in January 2004.

– III-1 –

APPENDIX III

DETAILS OF PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. WANG Zhangwei , aged 47, serves as the Company’s Supervisor since June 2017; the chief auditor (首席稽核官) of the Execution Committee of China Merchants Financial Services Business Unit since April 2019; director of Shenzhen Yan Qing Investment and Development Co. Ltd., Shenzhen Chu Yuan Investment and Development Co., Ltd. and Shenzhen Jisheng Investment Development Co., Ltd. since November 2014; and supervisor of China Merchants Finance Investment Holdings Co. Ltd. since September 2011. He served as general manager of Shenzhen Jisheng Investment Development Co., Ltd. and general manager of Shenzhen Chuyuan Investment and Development Company Ltd. from November 2014 to July 2018; general manager of Shenzhen Yan Qing Investment and Development Company Ltd. from November 2014 to August 2018; assistant to the general manager of China Merchants Finance Holdings Co., Ltd. from May 2016 to April 2019. Served as manager of the audit department of China Merchants Shekou Holdings Co., Ltd.; general manager of the finance department of China Merchants Technology Holdings Co., Ltd.; senior manager of the audit department of China Merchants Group Limited; general manager of the finance department of China Merchants Finance Holdings Co., Ltd.

Mr. WANG Zhangwei obtained a bachelor’s degree from Dongbei University of Finance and Economics and an MBA degree from University of South Australia in July 1995 and April 2008, respectively. He is a certified public accountant in the PRC and an international certified internal auditor.

Mr. MA Yunchun , aged 52, serves as the Company’s Supervisor since June 2017; director and general manager of Hebei Port Group (Tianjin) Investment Management Co., Ltd., and chairman of the board of directors and general manager of Hebei Port Group Shanghai Investment Management Company since January 2016. He served as cadre of the electromechanical division, vice head and head of lading team and deputy manager of Sixth Company of Qinghuangdao Port Co., Ltd.; manager of Logistics Company of Qinhuangdao Port Co., Ltd.; manager of First Company of Qinhuangdao Port Co., Ltd.

Mr. MA Yunchun obtained a bachelor’s degree and a master’s degree in welding from Tianjin University in July 1989 and April 1994, respectively.

– III-2 –

APPENDIX III

DETAILS OF PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. ZHANG Zhen , aged 56, serves as general manager of finance capital department of China Communications Construction Company Limited (listed on the SSE, stock code: 601800; listed on the Hong Kong Stock Exchange, stock code: 1800) since January 2020. He served as director and chief accountant of CCCC First Highway Engineering Group Co., Ltd. (formerly CCCC First Highway Engineering Bureau Co., Ltd.) from April 2009 to December 2019; deputy general manager (person in charge) of finance capital department of CCCC from December 2019 to January 2020. He served as auditor of audit division, chief finance manager of Zaire O-W Project, manager in charge of reporting accounts, chief accountant of Science Research Institute; chief of finance division, deputy chief accountant, chief accountant and director of CCCC First Highway Engineering Co., Ltd..

Mr. ZHANG Zhen obtained a bachelor’s degree in engineering finance and accounting from Changsha Transportation College Faculty of Management in July 1985; and was awarded with professional qualification of senior accountant from Professional Skill and Qualification Assessment Committee of Ministry of Transportation in August 1997.

Mr. ZOU Qun , aged 54, serves as the chief of securities investment department of Shenzhen Huaqiang Asset Management Group Co., Ltd. since December 2018; director of Shenzhen Huaqaing Dingxin Investment Co., Ltd. since January 2015; and director of Guangdong Huaqiang Property Co., Ltd. since January 2008. He served as general manager of Shenzhen Qianhai Huaqiang Xinghe Financial Leasing Development Co., Ltd from January 2016 to September 2017; director of Shenzhen Huaqiang Group Co., Ltd. from September 2012 to December 2017; general manager of Shenzhen Huaqiang Group Co., Ltd. Finance Company from September 2017 to November 2018. He served as deputy chief, chief of financial settlement centre and chief of investment management division, and supervisor of Shenzhen Huaqiang Group Co., Ltd.; director of Shenzhen Huaqiang Industry Co. Ltd. (listed on the SZSE, stock code: 000062); deputy managing director of Shenzhen Sanyang Huaqiang Laser Electronic Co., Ltd.; deputy general manager of Huaqiang Cloud Investment Holding Co., Ltd.; general managing director of Shenzhen Huaqiang Laser Electronic Co., Ltd.; and general manager of Shenzhen Huaqiang Zhaoyang Energy Co., Ltd.

Mr. ZOU Qun obtained his bachelor’s degree in magnetic physics and devices from Huazhong University of Science and Technology in July 1988. He was also awarded with finance professional qualification of intermediate economist by Ministry of Personal Affairs of the PRC in June 1995, and obtained qualification of senior professional manager in enterprise management from China Professional Manager Qualification Assessment Committee in July 2005.

– III-3 –

APPENDIX III DETAILS OF PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE SUPERVISORY COMMITTEE

During the term as a Supervisor, Ms. ZHOU Linda Lei will receive allowance from the Company according to the regulation about the Company’s senior management compensation, the other Proposed Supervisors will not receive any allowance from the Company. Each of the Proposed Supervisors will enter into a service contract with the Company after the approval of his/her appointment.

As at the Latest Practicable Date, save as disclosed above, each of the Proposed Supervisors has confirmed that he/she does not have any other relationship with any of the directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company and does not have any interests in the shares of the Company as defined in Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and each of the Proposed Supervisors does not have any information in relation to his/her appointment which shall be subject to disclosure pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange. Save as disclosed above, each of the Proposed Supervisors has confirmed that he/she did not hold any directorship in any other listed companies in the last three years and there is no other matters relating to his/her appointment that need to be brought to the attention of the shareholders of the Company.

– III-4 –

NOTICE OF EGM

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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

To consider and approve the resolution on the profit distribution plan of the Company for the first half of 2020
To consider and approve the resolution on election of non-independent Directors of the seventh session of the Board of the Company:
2.01 To elect Mr. HUO Da as executive Director
2.02 To elect Mr. SU Jian as non-executive Director
2.03 To elect Mr. XIONG Xianliang as non-executive Director
2.04 To elect Ms. SU Min as non-executive Director
2.05 To elect Mr. XIONG Jiantao as executive Director
2.06 To elect Ms. PENG Lei as non-executive Director
2.07 To elect Mr. GAO Hong as non-executive Director
2.08 To elect Mr. HUANG Jian as non-executive Director
2.09 To elect Mr. WANG Daxiong as non-executive Director
2.10 To elect Mr. WANG Wen as non-executive Director

– N-1 –

NOTICE OF EGM

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

– N-2 –

NOTICE OF EGM

Notes:

Eligibility for attending the EGM and date of registration of members
(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.
(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.
Proxy
(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.
(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.
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.

– N-3 –

NOTICE OF EGM

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.
Miscellaneous
(1) Shareholders who attend the EGM in person or by proxy shall bear their own travelling and accommodation expenses.
(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: [email protected]

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.

– N-4 –

AI assistant

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

50969_rns_2020-10-13_60863943-1782-481c-a50c-e70955de68b6.pdf

(Stock Code: 6099)

CIRCULAR OF 2020 SECOND EXTRAORDINARY GENERAL MEETING IN RELATION TO

AND

INTRODUCTION

LETTER FROM THE BOARD

2. ELECTION OF NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

3. ELECTION OF INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

4. ELECTION OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE SUPERVISORY COMMITTEE

2020 SECOND EXTRAORDINARY GENERAL MEETING

PROCEDURES FOR VOTING AT THE EGM

RECOMMENDATION

(Stock Code: 6099)

NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

AI assistant

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

50969_rns_2020-10-13_60863943-1782-481c-a50c-e70955de68b6.pdf

(Stock Code: 6099)

CIRCULAR OF 2020 SECOND EXTRAORDINARY GENERAL MEETING IN RELATION TO

AND

INTRODUCTION

LETTER FROM THE BOARD

2. ELECTION OF NON-INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

3. ELECTION OF INDEPENDENT DIRECTORS OF THE SEVENTH SESSION OF THE BOARD

4. ELECTION OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE SEVENTH SESSION OF THE SUPERVISORY COMMITTEE

2020 SECOND EXTRAORDINARY GENERAL MEETING

PROCEDURES FOR VOTING AT THE EGM

RECOMMENDATION

(Stock Code: 6099)

NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

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