CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2014

Nov 5, 2014

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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 2014 First Extraordinary General Meeting of CITIC Securities Company Limited to be held on Monday, 22 December 2014 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 of

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

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2014 First Extraordinary General Meeting of the Company to be held at 10 a.m. on Monday, 22 December 2014 at No. 2 Meeting Room, 11/F, CITIC Securities Tower, No. 48, 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 5 November 2014, and if no such indication is given, as my/our proxy thinks fit.

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

	SPECIAL RESOLUTIONS	For	(Note 6)	Against	(Note 6)	Abstain	(Note 6)
1.	The resolution relating to the proposed absorption and merger of the wholly-owned
	subsidiary CITIC Securities (Zhejiang):
	“THAT:
	the Company be and is hereby approved, ratified and confirmed to absorb and merge
	with CITIC Securities (Zhejiang) in accordance with the proposal set out in the
	section headed “2. PROPOSED ABSORPTION AND MERGER OF THE WHOLLY-
	OWNED SUBSIDIARY CITIC SECURITIES (ZHEJIANG)” in the Letter from the
	Board contained in the Circular, and to authorize any one of the Directors or the
	management of the Company to implement all matters relating to this absorption
	and merger, including without limitation to, the audit, assessments (if necessary),
	approvals, execution of an absorption and merger agreement, transfer of assets and the
	ownership change, and registration formalities with competent industry and commerce
	authorities, as well as to take all other necessary actions.”
2.	The resolution relating to the proposed change of business scope of the Company and
	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 change
	of business scope of the Company and the proposed amendments to the
	Articles of Association (details of which are set out in the section headed “3.
	PROPOSED CHANGE OF BUSINESS SCOPE OF THE COMPANY AND
	AMENDMENTS TO THE ARTICLES OF ASSOCIATION” in the Letter
	from the Board contained in the Circular) be and are hereby approved and
	confirmed;
	(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 change of
	business scope of the Company and the proposed amendments to the Articles
	of Association, including but not limited to obtaining all necessary approvals
	from, and undertaking relevant registration and filing procedures with the
	relevant regulatory authorities in the PRC, and signing and executing such
	further documents, or doing 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 fit; and
	(c)any one of the Directors or the management of the Company be and is hereby
	authorized to make such other modifications to the proposed amendments
	to the Articles of Association as may be required by the relevant regulatory
	authorities in the PRC.”

• Further details of the above resolutions are set out in the circular of the Company dated 5 November 2014.

Signature(s) (Note 7) :

2014

Date:

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 fit 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 certified 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.