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

Mar 31, 2020

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

(Stock Code: 6099)

FORM OF PROXY AT THE 2020 FIRST H SHAREHOLDERS CLASS MEETING TO BE HELD ON MAY 19, 2020

Number of H Shares to which this form of proxy relates [(Note 1)]

I/We [(Note 2)]

of [(Note][2)]

being shareholder(s) of

H Shares [(Note 3)] of China Merchants Securities Co., Ltd. (the “ Company ”),

hereby appoint THE CHAIRMAN OF THE MEETING or [(Note 4)] of [(Note 4)]

as my/our proxy to attend and act for me/us on my/our behalf at the 2020 first H shareholders class meeting (“ H Shareholders Class Meeting ”) of the Company to be held at Marco Polo Shenzhen, 28 Fuhua 1st Road, Futian CBD, Shenzhen on Tuesday, May 19, 2020 at 10:00 a.m. (or immediately after the conclusion of the 2019 annual general meeting) and to vote on my/our behalf at such meeting in respect of the resolutions set out in the notice of the H Shareholders Class Meeting as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

	Special Resolutions	Special Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.		To consider and approve the resolution in relation to the Extension of the Validity Period of the Resolution on the Rights Issue Plan of the Company in 2019.
2.		To consider and approve the resolution in relation to the Extension of the Validity Period of the Full Authorization to the Board to Deal with Relevant Matters in Relation to the Rights Issue Plan.
Date	: 2020 Signature_(Note 7)_:

Notes:

1. Please insert the number of H Shares registered in your name(s) to which this form of proxy relates. If the number is inserted, this form of proxy will be deemed to relate to such number of H Shares inserted only. If no number is inserted, this form of proxy will be deemed to relate to all the H Shares in the Company registered in your name(s).

2. Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members) as shown in the register of members of the Company in block letters.

3. Please insert the number of H Shares registered in your name(s).

4. If any proxy other than the chairman of the meeting is preferred, delete the words “ THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote at the H Shareholders Class Meeting. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be duly initiated by the person who signs it.

5. Important: if you wish to vote for any resolution, please tick in the box marked “ For ” or insert the number of share(s) you hold. If you wish to vote against any resolution, please tick in the box marked “ Against ” or insert the number of share(s) you hold. If you wish to abstain from voting, please tick in the box marked “ Abstain ” or insert the number of share(s) you hold. The shares abstained will be counted in the calculation of the required majority. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his/her discretion on any other resolution duly put to the H Shareholders Class Meeting other than those referred to in the notice of the H Shareholders Class Meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under seal or under the hand of a Director thereof or an attorney duly authorised to sign the same. In case of joint holders of the shares, this form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.

7. To be valid, if this form of proxy is signed by a person on behalf of the appointor, a notarially certified copy of the power of attorney or other authority must be obtained and, together with this form of proxy, delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the purpose of holders of H Shares of the Company) not less than 24 hours before the time for holding the H Shareholders Class Meeting or the time appointed for voting by poll.

8. Where there are joint holders of any H Shares, any one of such persons may vote at the H Shareholders Class Meeting, either personally or by proxy, in respect of such H Shares as if he/she were solely entitled thereto. However, if more than one of such joint holders are present at the H Shareholders Class Meeting, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members of the Company shall alone be entitled to vote. A proxy need not be a shareholder of the Company. In the event that a shareholder appoints more than one proxy to attend the H Shareholders Class Meeting, such proxies may only exercise their voting rights in a poll.

9. Completion and return of the form of proxy will not preclude you from attending and voting at the H Shareholders Class Meeting if you so wish.

10. For details of the resolutions, please refer to the circular of the Company to be published in relation to the H Shareholders Class Meeting on or before April 29, 2020.