CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2016

Dec 2, 2016

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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 2017 First Extraordinary General Meeting of CITIC Securities Company Limited to be held on Thursday, 19 January 2017 or any adjourned meeting(s) thereof

I/We [(Note][1)] of [(Note][2)]

eachbeing thein registeredthe shareholder(s)capital ofof CITIC Securities Company Limited (the “ Company H”),shareshereby [(Note][3)] appointwith nominalthe Chairmanvalue of RMB1.00of the meeting [(Note][4][and][Note][5)] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2017 First Extraordinary General Meeting of the Company to be held at Qing Room, 5/F, Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the People’s Republic of China at 10:30 a.m. on Thursday, 19 January 2017, or any adjournment thereof as hereunder indicated in respect of the resolution set out in the Notice of the Extraordinary General Meeting of the Company dated 2 December 2016, and if no such indication is given, as my/our proxy thinks fit. Please indicate how you wish your vote to be cast by ticking the appropriate box next to the resolution.

			ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	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.	The	resolution in relation to	the	renewal of the non-exempt		continuing
		connected transactions of the Company:
		“THAT:
		a)	the terms and conditions of the			Securities and Financial Products
			Transactions and Services Framework Agreement proposed to be
			renewed be and are hereby approved and confirmed;
		b)	the securities and financial products transactions and the securities
			and financial services transactions contemplated between the Group
			and CITIC Group and		its associates under the Securities and
			Financial Products Transactions and Services Framework Agreement
			proposed to be renewed, as well as the proposed annual caps for such
			continuing connected transactions and the proposed maximum daily
			balance of non-exempted		loans by CITIC Group and its associates to
			the Group as well	as the proposed maximum daily balance of
			non-exempted loans by the Group to CITIC Group and its associates
			for the three financial years ending 31 December 2019 be and are
			hereby approved and	confirmed;		and
		c)	any one Director of	the	Company be and is hereby		authorised to
			renew such agreement with CITIC Group, or to sign or execute such
			other documents or supplemental			agreements or amendments, as so
			required by the relevant regulatory authority, on				behalf of the
			Company and to do all such things and take all such actions as he
			may consider necessary or desirable for the purpose of giving effect
			to the terms of the renewed Securities and Financial Products
			Transactions and Services Framework Agreement. ”

• Further details of the above resolution are set out in the circular of the Company dated 2 December 2016.

Date: 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 qualified for attending and voting 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 RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTE WILL BE COUNTED FOR THE PURPOSE OF CALCULATING THE RESULT OF THE RESOLUTION. 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 vote 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 amendment to the resolution) which may properly come before the meeting.

• 7 This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised 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 at the conclusion of the 2017 First Extraordinary 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.