China Merchants Securities Co., Ltd. — Proxy Solicitation & Information Statement 2023

Aug 3, 2023

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 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)

(1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR (2) PROPOSED APPOINTMENT OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISOR

AND

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 8 of this circular.

A notice convening the EGM of the Company to be held at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Friday, August 25, 2023 at 2:30 p.m. is set out on pages N-1 to N-3 of this circular.

The proxy form for use at the EGM is 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 appointed for the holding of the EGM and deposit it together with the notarised power of attorney or other document of authorisation 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 should you so desire.

August 4, 2023

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
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)”

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

• “Articles of Association”

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

• “associate(s)”

• has the meaning ascribed to this term under the Listing Rules

• “Board”

• the board of Directors of the Company

• “Company”

• China Merchants Securities Co., Ltd., a joint stock company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 6099) and on the SSE (stock code: 600999), respectively

• “controlling shareholder(s)”

• has the meaning ascribed to this term under the Listing Rules

• “CSRC”

• China Securities Regulatory Commission

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

• “EGM”

• the 2023 second extraordinary general meeting to be held by the Company at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Friday, August 25, 2023 at 2:30 p.m. or any adjournment thereof (as the case may be)

• “Group”

• the Company and its subsidiaries

• “H Share(s)”

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

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• “Latest Practicable Date” “Listing Rules”

• August 1, 2023, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication

the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

• “PRC” the People’s Republic of China, and for the purposes of this circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC

• “Share(s)” the ordinary share(s) with a par value of RMB1.00 each in the share capital of the Company, comprising A Shares and H Shares

“Shareholder(s)” holder(s) of the Share(s)

“SSE” the Shanghai Stock Exchange “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” supervisor(s) of the Company “%” per cent.

– 2 –

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. WU Zongmin (President)

Non-executive Directors: Mr. LIU Weiwu Mr. DENG Weidong Mr. LI Xiaofei Mr. GAO Hong Mr. HUANG Jian Mr. LIU Chong Ms. DING Lusha

Registered Office: No.111 Fuhua Yi Road Futian Street, Futian District Shenzhen, Guangdong Province 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. FENG Jinhua

August 4, 2023

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR (2) PROPOSED APPOINTMENT OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISOR AND

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you, as holders of H Shares, with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

At the EGM, ordinary resolutions will be proposed to consider and approve (i) the proposed appointment of non-executive Director; and (ii) the proposed appointment of shareholders’ representative Supervisor.

– 3 –

LETTER FROM THE BOARD

II. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated August 1, 2023 in relation to, among others, the proposed appointment of Mr. ZHANG Jian (“ Mr. ZHANG ”) as a non-executive Director of the Company.

The Board has resolved to nominate Mr. ZHANG as a candidate for non-executive Director of the seventh session of the Board at the meeting held on August 1, 2023. The appointment of Mr. ZHANG is subject to the consideration and approval by the Shareholders at the EGM by way of an ordinary resolution.

The term of office of Mr. ZHANG as a non-executive Director of the Company will take effect from the date on which the resolution in relation to his appointment as a non-executive Director of the seventh session of the Board is approved by the Shareholders at the EGM by way of an ordinary resolution until the expiry of the term of the seventh session of the Board. Pursuant to the Articles of Association, Mr. ZHANG is eligible for re-election upon the expiry of his term of office.

The biographical details of Mr. ZHANG and other information relating to his appointment are as follows:

Mr. ZHANG Jian , aged 58, has served as the chief digital officer (CDO) of China Merchants Group Limited (招商局集團有限公司) since January 2019, the director of digital center of China Merchants Group Limited (招商局集團有限公司) since May 2019, the deputy general manager (acting as general manager since April 2023) and person-in-charge of risk management of China Merchants Financial Holdings Co., Ltd. (招商局金融控股有限公司) since September 2022, a director of China Merchants Finance Holdings Company Limited (招商局金融集團有限公司) since September 2015 (concurrently serving as the deputy general manager until February 2019), the vice chairman of China Merchants Capital Investment Co., Ltd. (招商局資本投資有限責任公司) since April 2023, the chairman of China Merchants Commerce Financial Leasing Co., Ltd. (招商局通商融資租賃有限公司) since January 2021, a director of China Merchants Venture Capital Management Co., Ltd. (招商局創新投資管理有限責任公司) since December 2018, the chairman of China Merchants Financial Technology Co., Ltd. (招商局金融科技有限公 司) since November 2017, a director of Four Rivers Private Fund Management Co., Ltd. (四源合私募基金管理有限公司) since September 2017, and a director of China Merchants Bank Co., Ltd. (招商銀行股份有限公司) (a company listed on the SSE, stock code: 600036; listed on the Hong Kong Stock Exchange, stock code: 03968) since November 2016. He served as a director of China Merchants Capital Investment Co., Ltd. (招商局資本投資有 限責任公司) from December 2018 to April 2020, the general manager of financial equity management business unit of China Merchants Group Limited (招商局集團有限公司) from September 2015 to October 2020, the chairman of China Merchants China Direct Investments Limited (招商局中國基金有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00133) from September 2018 to April 2021, the vice chairman of China Merchants Capital Management Co., Ltd.* (招商局資本管理有限責任公司) from August 2018 to September 2021, a director of China Merchants Union (BVI) Limited (招商 局聯合發展有限公司) from October 2018 to October 2021, and a standing vice chairman of the executive committee of China Merchants Financial Services Business Unit from June 2018 to September 2022. Mr. ZHANG held multiple positions in China Merchants Bank Co., Ltd. (招商銀行股份有限公司) (a company listed on the SSE, stock code: 600036; listed on the Hong Kong Stock Exchange, stock code: 03968) and its branches.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

Mr. ZHANG obtained a bachelor’s degree in economic management from Nanjing University in July 1986 and a master’s degree in econometrics from Nanjing University in January 1989, respectively.

According to the diversity policy and nomination policy of the Company and at the recommendation of the nomination committee under the Board, the Board has proposed to appoint Mr. ZHANG as a non-executive Director of the Company after comprehensively taking into account of his education background, knowledge, skills, experience and the contributions he can make to the Board.

Upon the approval by the Shareholders at the EGM by way of an ordinary resolution on the appointment of Mr. ZHANG as a non-executive Director of the Company, the Company will enter into a service contract with Mr. ZHANG. During his term of office as a non-executive Director of the Company, Mr. ZHANG will not receive any Director’s emoluments from the Company.

Mr. ZHANG confirmed that, save as disclosed above, as of the Latest Practicable Date: (1) he does not hold any other positions in the Company or any of its subsidiaries, nor has he held any directorships in the last three years in any other public companies where the securities of which are listed on any securities market in Hong Kong or overseas; (2) he does not have any relationship with any other directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company; (3) he does not hold any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (4) he does not have any matters regarding his proposed appointment that shall be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules, nor is there any other matter regarding his proposed appointment that shall be brought to the attention of the Shareholders.

The above resolution has been considered and approved by the Board on August 1, 2023, and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

III. PROPOSED APPOINTMENT OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISOR

Reference is made to the announcement of the Company dated August 1, 2023 in relation to, among others, the proposed appointment of Mr. ZHU Liwei (“ Mr. ZHU ”) as a shareholders’ representative Supervisor of the Company.

The supervisory committee of the Company (the “ Supervisory Committee ”) has resolved to nominate Mr. ZHU as a candidate for shareholders’ representative Supervisor of the seventh session of the Supervisory Committee at the meeting held on August 1, 2023. The appointment of Mr. ZHU is subject to the consideration and approval by the Shareholders at the EGM by way of an ordinary resolution.

– 5 –

LETTER FROM THE BOARD

The term of office of Mr. ZHU as a shareholders’ representative Supervisor of the Company will take effect from the date on which the resolution in relation to his appointment as a shareholders’ representative Supervisor of the seventh session of the Supervisory Committee is approved by the Shareholders at the EGM by way of an ordinary resolution until the expiry of the term of the seventh session of the Supervisory Committee. Pursuant to the Articles of Association, Mr. ZHU is eligible for re-election upon the expiry of his term of office.

The biographical details of Mr. ZHU and other information relating to his appointment are as follows:

Mr. ZHU Liwei , aged 51, has served as the deputy general manager of China Merchants Financial Holdings Co., Ltd. (招商局金融控股有限公司) since September 2022, a director of CM Houlder Insurance Brokers Limited (招商海達保險顧問有限公司) since March 2022, a supervisor of China Merchants Financial Leasing Co., Ltd. (招商局融資租賃 有限公司) since June 2016, and a director of Yintong Qianhai Financial Asset Exchange (深 圳市銀通前海金融資產交易中心有限公司) (formerly known as CMB Qianhai Financial Asset Exchange (深圳市招銀前海金融資產交易中心有限公司)) since December 2015 and the chairman since September 2019. He served as a standing member of the executive committee of China Merchants Financial Services Business Unit from June 2018 to September 2022, a director of China Merchants Group Finance Co., Ltd. (招商局集團財務 有限公司) from June 2018 to January 2023, and a director of the Company from August 2007 to May 2014. Mr. ZHU served as a manager of Far Eastern Furnishings Co., Ltd. (Middle East) (遠東家俱有限公司（中東）), an account manager of the Small and Medium Enterprise Business Center (Toronto) of Canadian Imperial Bank of Commerce (a company listed on the New York Stock Exchange, stock code: CM; listed on the Toronto Stock Exchange, stock code: CM), an assistant director of the finance department of Lenovo Group Limited (聯想集團有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00992), a senior manager of the performance reform department of PricewaterhouseCoopers, an assistant to general manager and the deputy general manager of China Merchants Finance Holdings Company Limited (招商局金融集團有限公 司), a director of China Merchants Commerce Financial Leasing Co., Ltd. (招商局通商融資 租賃有限公司), and a director of China Merchants Ping An Asset Management Co., Ltd. (深圳市招商平安資產管理有限責任公司).

Mr. ZHU obtained a bachelor’s degree in analytical chemistry from Hunter College of the City University of New York in the United States in July 1994 and a master’s degree in finance and accounting from the Schulich School of Business at York University in Canada in November 2001, respectively.

Upon the approval by the Shareholders at the EGM by way of an ordinary resolution on the appointment of Mr. ZHU as a shareholders’ representative Supervisor of the Company, the Company will enter into a service contract with Mr. ZHU. During his term of office as a shareholders’ representative Supervisor of the Company, Mr. ZHU will not receive any emoluments from the Company.

• For identification purpose only

– 6 –

LETTER FROM THE BOARD

Mr. ZHU confirmed that, save as disclosed above, as of the Latest Practicable Date: (1) he does not hold any other positions in the Company or any of its subsidiaries, nor has he held any directorships in the last three years in any other public companies where the securities of which are listed on any securities market in Hong Kong or overseas; (2) he does not have any relationship with any other directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company; (3) he does not hold any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (4) he does not have any matters regarding his proposed appointment that shall be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules, nor is there any other matter regarding his proposed appointment that shall be brought to the attention of the Shareholders.

The above resolution has been considered and approved by the Supervisory Committee on August 1, 2023, and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

IV. EGM

The EGM is to be held at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC, on Friday, August 25, 2023 at 2:30 p.m. The notice convening the EGM is set out on pages N-1 to N-3 of this circular.

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

Last Registration Date : not later than 4:30 p.m. on Friday, August 18, 2023 Closure of Register of : Monday, August 21, 2023 to Friday, August 25, Members for H Shares 2023 (both days inclusive) Submission of Proxy Form : not less than 24 hours before the time appointed for the EGM (i.e. at 2:30 p.m. on Thursday, August 24, 2023)

The register of members of H Shares of the Company will be closed from Monday, August 21, 2023 to Friday, August 25, 2023 (both days inclusive). 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, August 18, 2023. 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 Friday, August 18, 2023 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

– 7 –

LETTER FROM THE BOARD

To be valid, for holders of H Shares, 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 should you so desire.

V. 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 resolutions at the EGM in accordance with Article 129 of the Articles of Association.

VI. RECOMMENDATION

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

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

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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 2023 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 second extraordinary general meeting (the “ EGM ”) of China Merchants Securities Co., Ltd. (the “ Company ”) will be held at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Friday, August 25, 2023 at 2:30 p.m. to consider and approve the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the proposed appointment of Mr. ZHANG Jian as a non-executive Director.

2. To consider and approve the resolution on the proposed appointment of Mr. ZHU Liwei as a shareholders’ representative Supervisor.

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

Shenzhen, the PRC August 4, 2023

– N-1 –

NOTICE OF EGM

Notes:

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

2. (1) The register of members of H Shares of the Company will be closed from Monday, August 21, 2023 to Friday, August 25, 2023 (both days inclusive). 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, August 18, 2023. 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 Friday, August 18, 2023 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 at the EGM 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 authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or duly authorised attorney. If the instrument is signed by an attorney of the appointor, the power of attorney authorising the attorney to sign or other document of authorisation shall be notarised.

7. (3) In order to be valid, for holders of H Shares, the notarised power of attorney or other document of authorisation 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 his/her capacity as a legal representative when attending the EGM. 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 authorisation duly issued by such legal representative when attending the EGM.

11. 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 129 of the articles of association of the Company.

– N-2 –

NOTICE OF EGM

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 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC General office of China Merchants Securities Co., Ltd. Contact person: SHANG Zhe, SUN Ya Contact number: (86) 755-8308 1596, (86) 755-8308 1580 Fax: (86) 755-8294 4669 IR email: IR@cmschina.com.cn

• (3) For details of the resolutions to be submitted for consideration and approval at the EGM, please refer to the circular of the Company dated August 4, 2023.

As at the date of this notice, the executive directors of the Company are Mr. HUO Da and Mr. WU Zongmin; the non-executive directors of the Company are Mr. LIU Weiwu, Mr. DENG Weidong, Mr. LI Xiaofei, Mr. GAO Hong, Mr. HUANG Jian, Mr. LIU Chong and Ms. DING Lusha; and the independent non-executive directors of the Company are Mr. XIANG Hua, Mr. XIAO Houfa, Mr. XIONG Wei, Mr. HU Honggao and Mr. FENG Jinhua.

– N-3 –