CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2013

Oct 14, 2013

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6030)

PROXY FORM

For 2013 Third Extraordinary General Meeting of CITIC Securities Company Limited to be held on Friday, 29 November 2013 and at any adjourned meeting(s) thereof

I/We (Note 1) of (Note 2) being the registered holder(s) of H shares (Note 3) RMB1.00 each in the share capital of CITIC Securities Company Limited (the “ Company ”), hereby appoint the Chairman of the meeting or

H shares (Note 3) with nominal value of (Note 4 and Note 5)

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2013 Third Extraordinary General Meeting of the Company to be held at 9:30 a.m. on Friday, 29 November 2013 at Beijing Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, 50 Liangmaqiao Road, Chaoyang District, Beijing, the People’s Republic of China and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of the EGM of the Company dated 14 October 2013, and if no such indication is given, as my/our proxy thinks fi t.

Please indicate how you wish your vote(s) to be cast by ticking the appropriate box next to the resolution.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For (Note 6)	Against (Note 6)	Abstain (Note 6)
1.	The resolution relating to the non-exempt continuing connected transactions of the Company: “THAT: (a) the terms of the Securities and Financial Products Transactions and Services Framework Agreement (a copy of which has been produced to this meeting marked “B” and initialed by the Chairman of the meeting) and the execution thereof and implementation of the terms thereof including the mutual provision of Securities and Financial Services (including the proposed caps thereof for the three f nancial years ending 31 December 2016) be and are hereby approved, ratif ed and conf rmed; and (b) any one of the Directors or the management of the Company be and is hereby authorized to implement and take all steps and to do all acts and things as may be necessary or desirable to give effect to and implement the terms of the Securities and Financial Products Transactions and Services Framework Agreement, including but not limited to the terms relating to the mutual provision of Securities and Financial Services under the Securities and Financial Products Transactions and Services Framework Agreement and other matters contemplated thereunder or ancillary thereto; the submission of the No Cap Waiver to the Hong Kong Stock Exchange; to agree to any amendment or supplement to any of the provisions of the Securities and Financial Products Transactions and Services Framework Agreement, as so required by the relevant regulatory authority(ies), or as such Director or management of the Company may in his/her absolute discretion deem f t.”
2.	The resolution relating to the proposed transfer of equity interests in subsidiaries for the launching of designated innovative f nancial business: “THAT: (a) the Proposed Transfer, the establishment of the Private Fund and the launching of designated innovative f nancial business be and are hereby approved, ratif ed and conf rmed; (b) upon completion of the Proposed Transfer, the Company be and is hereby authorized to enter into lease contract(s) with the transferee of the Proposed Transfer or its designated entity(ies) to lease the off ce premises of the Company situated at Beijing CITICS Tower and Shenzhen CITICS Tower at the then prevailing market rates, and the actual rental will be subject to the lease contract(s) to be signed by the parties; and (c) any one of the Directors or the management of the Company be and is hereby authorized to implement and take all steps and to do all acts and things as may be necessary or desirable to give effect to and/or to complete all matters in connection with the Proposed Transfer, the establishment of the Private Fund, the launching of designated innovative f nancial business and the lease contract(s), including, without limitation, to obtain all necessary approvals from the relevant PRC government authorities, to carry out all relevant registration and f ling procedures, and to sign and execute such further documents, or to do any other matters incidental thereto and/or as contemplated thereunder, as such Director or management of the Company may in his/her absolute discretion deem f t.”

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For (Note 6)	Against (Note 6)	Abstain (Note 6)
3.	The resolution relating to the proposed amendments to the Articles of Association: “THAT: (a) subject to the required approval or endorsement from or registration with the relevant regulatory authorities in the PRC, the proposed amendments to the Articles of Association (details of which are set out in the section headed “Proposed Amendments to the Articles of Association” in the letter from the Board contained in the Circular) be and are hereby approved and conf rmed; (b) any one of the Directors or the management of the Company be and is hereby authorized to implement and take all steps and to do all acts and things as may be necessary or desirable to give effect to the proposed amendments to the Articles of Association, including but not limited to obtain all necessary approvals from the relevant regulatory authorities in the PRC, and to sign and execute such further documents, or to do any other matters incidental thereto and/or as contemplated thereunder, as such Director or management of the Company may in his/her absolute discretion deem f t; and (c) any one of the Directors or the management of the Company be and is hereby authorized to make such other modif cations to the proposed amendments to the Articles of Association as may be required by the relevant regulatory authorities in the PRC.”
4.	The resolution relating to the proposed mandate to reauthorize the Company to issue commercial papers: “THAT: the Board or a committee as authorized by the Board to be formed by the chairman, general manager and persons in charge of f nance be and is hereby granted, from 20 June 2014 to 19 June 2019, an unconditional general mandate to determine the terms and plan (including but not limited to the specif c scale, maturity period, interest rate, guarantee, means of issue, time of issue, use of proceeds raised, etc.) for each issue of commercial papers of the Company according to the market condition, funding status of the Company and other actual conditions, subject to the issuance size approved by the regulatory authorities; to oversee the issue and repayment status, etc. of the commercial papers issued, as well as to implement and take all steps and to do all acts and things as may be necessary or desirable to give effect to and/or complete all other relevant matters related to the issue of commercial papers.”

• Further details of the above resolutions are set out in the circular of the Company dated 14 October 2013.

Date:

2013 Signature(s) (Note 7) :

Notes:

1. Please insert the full name(s) as shown in the register of members of the Company in BLOCK LETTERS .

2. Please insert the registered address(es) as shown in the register of members of the Company in BLOCK LETTERS .

3. Please insert the number of shares registered in your name(s); if no number is inserted, this proxy form will be deemed to relate to all shares in the capital of the Company registered in your name(s).

4. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy need not be a shareholder of the Company, but must attend the meeting in person in order to represent you.

5. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting” and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes should be initialed by the person who signs this form.

6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTES WILL BE COUNTED FOR THE PURPOSE OF CALCULATING THE RESULTS OF THE RESOLUTIONS. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fi t on any other business (including amendments to resolutions) which may properly come before the meeting.

7. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorized in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In case of joint shareholdings, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

8. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certifi ed copy of such power of attorney or authority, must be completed and deposited at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at least 24 hours before the meeting or adjourned meeting(s) . Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. The effective period of appointment of your proxy appointed under this proxy form shall cease upon conclusion of the EGM or any adjourned meeting(s).

9. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.