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

Mar 18, 2025

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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招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)

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 first 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 Monday, April 7, 2025 at 10:00 a.m. to consider and approve the following resolutions:

ORDINARY RESOLUTIONS

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).

1. 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;

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(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).

1. To consider and approve the resolution in relation to proposed appointment of Ms. LUO Li as a non-executive director of the Company.

2. To consider and approve the resolution in relation to proposed appointment of Mr. HUANG Zheng as a shareholders' representative supervisor of the Company.

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

Shenzhen, the PRC
March 19, 2025

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, April 1, 2025 to Monday, April 7, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. 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 Monday, March 31, 2025. 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 Monday, March 31, 2025 are entitled to attend and vote in respect of all 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.

1. 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.

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(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.

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 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.

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.

5. 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 (for lodging transfer documents)

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for deposit of proxy form)

Telephone: (852) 2862 8555

Fax: (852) 2865 0990

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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 March 19, 2025.

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. LIU Zhenhua, Ms. LIU Hui, Mr. LI Delin, Mr. LI Xiaofei, 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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