China Merchants Securities Co., Ltd. — Proxy Solicitation & Information Statement 2024

Sep 30, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

(Stock Code: 6099)

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 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, October 25, 2024 at 2:30 p.m. to consider and approve the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the proposed election of Ms. SUN Xian as a shareholders’ representative Supervisor of the Company.

2. To consider and approve the resolution on the proposed election of non-executive Directors of the Company:

   • 2.1 Mr. LIU Zhenhua as a non-executive Director of the Company;

   • 2.2 Ms. LIU Hui as a non-executive Director of the Company; and

   • 2.3 Mr. LI Delin as a non-executive Director of the Company.

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

Chairman

Shenzhen, the PRC October 2, 2024

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Notes:

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

   • (1) The register of members of H Shares of the Company will be closed from Tuesday, October 22, 2024 to Friday, October 25, 2024 (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 on or before 4:30 p.m. on Monday, October 21, 2024. 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 on or before 4:30 p.m. on Monday, October 21, 2024 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.

2. 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 at the EGM on his/her/its 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/its proxy(ies) to attend the EGM, the instrument appointing a proxy shall be in writing under the hand of the appointor or his/her/its attorney duly authorized in writing, or if the appointor is a legal person, 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 authorising 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.

3. 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 a letter of authorization 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 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 authorization duly issued by such legal representative when attending the EGM.

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4. Voting by poll

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of Shareholders at a shareholders’ general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the EGM will demand a poll in relation to the proposed resolutions at the EGM in accordance with Article 108 of the Articles of Association of the Company.

Resolutions No. 2.1 to No. 2.3 shall adopt the cumulative voting system, i.e., the number of votes carried by each Share held by the Shareholders shall be equal to the number of candidates for Directors and the Shareholders may concentrate their entitled votes when voting. In particular: 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 total number of candidates for non-executive Directors, when electing non-executive Directors. Such votes may only be voted for the candidates of non-executive Directors of the Company, and the candidates for non-executive Directors with the highest votes based on the desirable number of nonexecutive Directors will be elected.

1. 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 this 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 (for lodging transfer documents) 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for deposit of the form of proxy) 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 and SUN Ya Contact number : (86)755-8308 1596 and (86)755-8308 1580 Fax : (86)755-8294 4669

• (3) For details of the resolutions to be submitted for consideration and approval at the EGM, please refer to the circular of the Company dated October 2, 2024.

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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. ZHANG Jian, Mr. DENG Weidong, Mr. LIU Weiwu, Mr. LI Xiaofei, Mr. MA Boyin, Mr. HUANG Jian, Mr. ZHANG Mingwen and Ms. DING Lusha; and the independent non-executive directors of the Company are Mr. YIP, Ying Chi Benjamin, Ms. ZHANG Ruijun, Ms. CHEN Xin, Mr. CAO Xiao and Mr. FENG Jinhua.

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