China Merchants Securities Co., Ltd. — Proxy Solicitation & Information Statement 2025

Mar 18, 2025

拓商证券股份有限公司
China Merchants Securities Co., Ltd.

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

(Stock Code: 6099)

FORM OF PROXY

AT THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

TO BE HELD ON MONDAY, APRIL 7, 2025

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 2025 first extraordinary general meeting (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 Monday, April 7, 2025 at 10:00 a.m. to vote on my/our behalf at such meeting in respect of the resolutions set out in the notice of the EGM as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolution		For (Note 5)	Against (Note 5)	Abstain (Note 5)
1.	To consider and approve the resolution in relation to the renewal of continuing connected transaction with China Merchants Group Limited:
(a) to approve the securities and financial products, transactions and services framework agreement (the “2024 CMG Framework Agreement”) dated December 18, 2024 entered into between the Company and China Merchants Group Limited;
(b) to approve the proposed annual caps for the transactions contemplated under the 2024 CMG Framework Agreement for the three years ending December 31, 2027; and
(c) to authorize any director of the Company who is not connected to China Merchants Group Limited to make amendments, adjustments, supplements to the 2024 CMG Framework Agreement or handle other related matters, according to the provisions in domestic and foreign laws and regulations, requirements and advices from the relevant domestic and foreign governmental departments and regulatory authorities (if any).
2.	To consider and approve the resolution in relation to the renewal of continuing connected transaction with China COSCO Shipping Corporation Limited:
(a) to approve the securities and financial products, transactions and services framework agreement (the “2024 COSCO Framework Agreement”) dated December 18, 2024 entered into between the Company and China COSCO Shipping Corporation Limited;
(b) to approve the proposed annual caps for the transactions contemplated under the 2024 COSCO Framework Agreement for the three years ending December 31, 2027; and
(c) to authorize any director of the Company who is not connected to China COSCO Shipping Corporation Limited to make amendments, adjustments, supplements to the 2024 COSCO Framework Agreement or handle other related matters, according to the provisions in domestic and foreign laws and regulations, requirements and advices from the relevant domestic and foreign governmental departments and regulatory authorities (if any).
3.	To consider and approve the resolution in relation to proposed appointment of Ms. LUO Li as a non-executive director of the Company.
4.	To consider and approve the resolution in relation to proposed appointment of Mr. HUANG Zheng as a shareholders' representative supervisor of the Company.

Date: ___ 2025

Signature (Note 6): ___

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 CAPITALS.
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 EGM. 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 EGM other than those referred to in the notice of the EGM.
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 appointee, 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, Computer share 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 EGM or the time appointed for voting by poll.
8. Where there are joint holders of any H Shares of the Company, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such H Shares as if he/she was solely entitled thereto. However, if more than one of such joint holders are present at the EGM, 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 EGM, 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 EGM in person if you so wish.
10. For details of the resolutions, please refer to the circular of the Company dated March 19, 2025.