CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2019

Nov 15, 2019

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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 2019 Second Extraordinary General Meeting of CITIC Securities Company Limited to be held on Tuesday, 31 December 2019 and any adjourned meeting(s) thereof

I/We (Note 1) of (Note 2) being the registered holder(s) of (Note 3) H shares with nominal value of RMB1.00 each in the share capital of CITIC Securities Company Limited (the “ Company ”), hereby appoint the Chairman of the (Note 4 and Note 5) meeting or of

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2019 Second Extraordinary General Meeting of the Company to be held at 9:30 a.m. on Tuesday, 31 December 2019 at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the People’s Republic of China and any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of 2019 Second Extraordinary General Meeting of the Company dated 15 November 2019, 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.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For (Note 6)	Against (Note 6)	Abstain (Note 6)
1.	To consider and approve the resolutions on the re-election of Directors of the Seventh Session of the Board.
1.01	To re-elect Mr. ZHANG Youjun as an executive Director of the Company.
1.02	To re-elect Mr. YANG Minghui as an executive Director of the Company.
1.03	To re-elect Mr. LIU Ke as an independent non-executive Director of the Company.
1.04	To appoint Mr. LIU Shouying as an independent non-executive Director of the Company.
1.05	To re-elect Mr. HE Jia as an independent non-executive Director of the Company.
1.06	To re-elect Mr. ZHOU Zhonghui as an independent non-executive Director of the Company.
2.	To consider and approve the resolutions on the re-election of non-employee representative Supervisors of the Seventh Session of the SupervisoryCommittee.
2.01	To re-elect Mr. LIU Hao as a non-employee representative Supervisor of the Company.
2.02	To re-elect Mr. GUO Zhao as a non-employee representative Supervisor of the Company.
2.03	To re-elect Mr. RAO Geping as a non-employee representative Supervisor of the Company.
4.	The resolution in relation to the renewal of the non-exempted 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;

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For (Note 6)	Against (Note 6)	Abstain (Note 6)
	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 balances of non-exempted loans by CITIC Group and its associates to the Group as well as the proposed maximum daily balances of non-exempted loans by the Group to CITIC Group and its associates for the three financial years ending 31 December 2022 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.”
SPECIAL RESOLUTION		For (Note 6)	Against (Note 6)	Abstain (Note 6)
3.	To consider and approve the resolution on the amendments to the Articles of Association.

• Further details of the above resolutions are set out in the circular of the Company dated 15 November 2019.

Date: 2019 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. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy needs 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. THE ORDINARY RESOLUTIONS 1 AND 2 SHALL BE VOTED BY ITEMS. PLEASE VOTE FOR OR AGAINST OR ABSTAIN FROM VOTING ON EACH ITEM OF THE ORDINARY RESOLUTIONS 1 AND 2.

7. 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.

8. This proxy form must be signed and dated by you or your 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 joint shareholder may sign this proxy form. Only when there are more than one joint shareholders who will attend the meeting in person or by proxy, 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 of the joint shareholders stand in the register of members of the Company in respect of the relevant shares.

9. 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 delivered 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 2019 Second Extraordinary General Meeting or any adjourned meeting(s).

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