CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2015

Apr 29, 2015

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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 Annual General Meeting of CITIC Securities Company Limited to be held on Friday, 19 June 2015 and at any adjourned meeting(s) thereof

I/We [(Note][1)] of [(Note][2)] being the registered holder(s) of H shares [(Note][3)] with nominal value of

RMB1.00 each in the share capital of CITIC Securities Company Limited (the “ Company ”), hereby appoint the Chairman of the [4][and][Note][5)] meeting [(Note] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2014 Annual General Meeting of the Company to be held at 10 a.m. on Friday, 19 June 2015 at Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, No. 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 2014 Annual General Meeting of the Company dated 29 April 2015, 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)	For(Note 6)Against(Note 6)	For(Note 6)Against(Note 6)	For(Note 6)Against(Note 6)	For(Note 6)Against(Note 6)	For(Note 6)Against(Note 6)	Abstain(Note 6)	Abstain(Note 6)
	1.	To consider and approve the resolution on the amendments to
		the Articles of Association.
	2.	To consider and approve the resolution on the General
		Mandate to issue additional A Shares and H Shares.
	3.	To consider and approve the resolution on the re-authorisation		of issuances of Onshore and Offshore Corporate Debt
		Financing Instruments by the Company.
	3.1	To consider and approve the issuing entity, size of issuance
		and method of issuance.
	3.2	To consider and approve the type of the debt financing
		instruments.
	3.3	To consider and approve the term of the debt financing
		instruments.
	3.4	To consider and approve the interest rate of the debt financing
		instruments.
	3.5	To consider and approve the security and other arrangements.
	3.6	To consider and approve the use of proceeds.
	3.7	To consider and approve the issuing price.
	3.8	To consider and approve the targets of issue and the placement
		arrangements of the RMB Debt Financing Instruments to the
		Shareholders.
	3.9	To consider and approve the listing of the debt financing
		instruments.
	3.10	To consider and approve the safeguard measures for debt
		repayment of the RMB Debt Financing Instruments.
	3.11	To consider and approve the validity period of the resolutions
		passed.
	3.12	To consider and approve the authorisation granted	to the
		BoardfortheissuancesoftheOnshoreandOffshore
		Corporate Debt Financing Instruments.

		ORDINARY RESOLUTIONS	For(Note 6)	For(Note 6)	Against(Note 6)Abstain(Note 6)	Against(Note 6)Abstain(Note 6)	Against(Note 6)Abstain(Note 6)	Against(Note 6)Abstain(Note 6)	Against(Note 6)Abstain(Note 6)	Against(Note 6)Abstain(Note 6)
	4.	To consider and approve the 2014 Work Report of the Board.
	5.	To consider and approve the 2014 Work Report of the
		Supervisory Committee.
	6.	To consider and approve the 2014 Annual Report of the
		Company.
	7.	To consider and approve the 2014 Profit Distribution Plan of
		the Company.
	8.	To consider and approve the resolution on the estimated
		investmentamountfortheproprietarybusinessofthe
		Company for 2015.
	9.	To consider and approve the resolution on the change of
		external auditors.
	10.	To consider and approve the resolution on the potential related
		party/connected transactions involved in the issuances of the
		Onshore and Offshore Corporate Debt Financing Instruments.
	11.	To consider and approve the resolution on the authorisation of
		the provision of guarantees for the offshore borrowings by the
		branchesorwholly-ownedoffshoresubsidiariesofthe
		Company.
	12.	To consider and approve the resolutions on the related party/connected transactions to be contemplated in the ordinary
		course of business of the Company in 2015.
	12.1	To consider and approve the resolution on the potential related
		party/connected transactions between the Company and its
		subsidiaries and CITIC Group, its subsidiaries and associates.
	12.2	To consider and approve the resolution on the potential related
		party transactions between the Company and its subsidiaries
		and companies in which the Directors, Supervisors and the
		senior management of the Company hold positions as directors
		ortheseniormanagement(excludingthecontrolled
		subsidiaries of the Company).
	13.	Toconsiderandapprovetheresolutiononthetotal
		remuneration of Directors and Supervisors for 2014.

• Further details of the above resolutions are set out in the notice of the 2014 Annual General Meeting of the Company dated 29 April 2015.

Date: 2015 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 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 2014 Annual General Meeting 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.