To be valid, the whole of this PAL must be returned.
IMPORTANT
THIS PROVISIONAL ALLOTMENT LETTER (THIS “PAL”) IS VALUABLE AND TRANSFERABLE
AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS PAL AND THE
ACCOMPANYING EXCESS APPLICATION FORM (THE “EAF”) EXPIRES AT 4:00 P.M. ON TUESDAY,
AUGUST 11, 2020 (OR SUCH LATER DATE AS MENTIONED IN THE PARAGRAPH HEADED “EFFECT OF
BAD WEATHER” BELOW).
2020 8 11
IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS PAL, OR AS TO THE ACTION TO BE TAKEN,
OR IF YOU HAVE SOLD ALL OR PART OF YOUR H SHARES IN CHINA MERCHANTS SECURITIES CO.,
LTD. (THE “COMPANY”), YOU SHOULD CONSULT A LICENSED SECURITIES DEALER, BANK MANAGER,
SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS.
H
REFERENCE IS MADE TO THE PROSPECTUS (THE “PROSPECTUS”) ISSUED BY THE COMPANY DATED
JULY 28, 2020 IN RELATION TO THE H SHARE RIGHTS ISSUE. TERMS DEFINED IN THE PROSPECTUS
SHALL HAVE THE SAME MEANINGS WHEN USED HEREIN UNLESS THE CONTEXT OTHERWISE
REQUIRES.
H 2020 7 28
A copy of the Prospectus, together with copies of this PAL, the EAF and other documents specified in the paragraph
headed “Statutory and General Information – Documents delivered to the Registrar of Companies” in Appendix III
to the Prospectus, have been registered by the Registrar of Companies in Hong Kong as required by Section 342C of
the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The
Securities and Futures Commission, Registrar of Companies in Hong Kong and The Stock Exchange of Hong Kong
Limited (the “Stock Exchange”) take no responsibility as to the contents of any of the documents referred to above.
32 342C
Dealings in the securities and the Nil-paid H Rights and the H Rights Shares may be settled through CCASS operated
by HKSCC and you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other
professional advisers for details of those settlement arrangements and how such arrangements may affect your rights and
interests. Existing H Shares have been dealt in on an ex-rights basis from Friday, July 17, 2020. Dealings in the Nil-paid
H Rights will take place from Thursday, July 30, 2020 to Thursday, August 6, 2020 (both days inclusive).
2020 7 17 H H
2020 7 30 2020 8 6
If you wish to exercise your right to subscribe for all the H Rights Shares specified in this PAL, you should lodge this PAL
in accordance with the instructions printed herein, together with a remittance for the full amount payable on acceptance,
with the H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by no later than 4:00 p.m. on Tuesday, August 11, 2020
(or such later date as mentioned in the paragraph headed “Effect of Bad Weather” below). All remittances must be made
by cheque or cashier’s order in Hong Kong Dollars. Cheques must be drawn on an account with, and cashier’s orders
must be issued by, a licensed bank in Hong Kong and made payable to “CHINA MERCHANTS SECURITIES CO.,
LTD. – PAL” and crossed “Account Payee Only”.
H 2020 8 11
H 183
17 1712 1716
CHINA MERCHANTS SECURITIES CO., LTD. – PAL
PAL – 1
Form A
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 6099)
6099
H Share Registrar: Registered office:
No. 111, Fuhua Yi Road
Computershare Hong Kong
PROPOSED H SHARE RIGHTS ISSUE OF Futian Street
Investor Services Limited CHINA MERCHANTS SECURITIES CO., LTD. Futian District
Shenzhen
Shops 1712-1716, OF 294,120,354 H SHARES ON THE BASIS OF Guangdong, PRC
17th Floor, Hopewell Centre,
183 Queen’s Road East,
THREE(3) H RIGHTS SHARES FOR EVERY TEN(10)
Wan Chai, Hong Kong EXISTING H SHARES HELD ON THE H SHARE
RECORD DATE AT HK$8.185 PER H RIGHTS SHARE
H
H
111
(10) H Principal Place of Business
183
17 1712 1716 (3) H H in Hong Kong:
48/F, One Exchange Square
8.185
H 8 Connaught Place
294,120,354 H Central
PAYABLE IN FULL ON ACCEPTANCE NOT LATER THAN Hong Kong
4:00 P.M. ON TUESDAY, AUGUST 11, 2020
2020 8 11
8
48
PROVISIONAL ALLOTMENT LETTER
July 28, 2020
2020 7 28
Provisional Allotment Letter No.
Name(s) and address of the Qualified H Shareholder(s)
H
Number of H Share(s) registered in your name(s) on Monday, July 27, 2020
2020 7 27 H
Box A
Number of H Rights Shares provisionally allotted to you subject to payment in full on acceptance not later than
4:00 p.m. on Tuesday, August 11, 2020
H 2020 8 11
Box B
Total subscription monies payable
Box C HK$
Name of bank on which cheque/cashier’s order is drawn: Cheque/cashier’s order number:
Please insert your contact telephone no.:
PAL – 2 CCS7642 MERH
IN THE EVENT OF TRANSFER OF RIGHT(S) TO SUBSCRIBE FOR H RIGHTS SHARE(S) PRESENTED BY THIS DOCUMENT, AD VALOREM STAMP DUTY IS PAYABLE
ON EACH SALE AND EACH PURCHASE. A GIFT OR A TRANSFER OF BENEFICIAL INTEREST OTHER THAN BY WAY OF SALE IS ALSO LIABLE TO AD VALOREM
STAMP DUTY. EVIDENCE OF PAYMENT OF AD VALOREM STAMP DUTY WILL BE REQUIRED BEFORE REGISTRATION OF ANY TRANSFER OF THE H RIGHTS
SHARE(S) REPRESENTED BY THIS DOCUMENT.
H H
Form B FORM OF TRANSFER AND NOMINATION
(To be completed and signed only by the Qualified H Shareholder(s) who wish(es) to transfer all of
his/her/its/their right(s) to subscribe for the H Rights Share(s) comprised herein)
H H
To: The Directors
China Merchants Securities Co., Ltd.
Dear Sirs,
I/We, as the Qualified H Shareholders, hereby transfer all of my/our rights to subscribe for the H Rights Shares comprised in this PAL to the person(s) accepting the same and signing the
registration application form (Form C) below.
H H
1. 2. 3. 4.
Signature(s) (all joint H Shareholders must sign) H
Date: 2020 2020
Ad valorem stamp duty is payable by the transferor(s) and the transferee(s) in connection with the transfer of rights to subscribe for the H Rights Shares if this form is completed.
H
Form C REGISTRATION APPLICATION FORM
(To be completed and signed only by the person(s) to whom the rights to subscribe for the H Rights Shares has/have been transferred)
H
To: The Directors
China Merchants Securities Co., Ltd. (the “Company”)
Dear Sirs,
I/We request you to register the number of H Rights Shares mentioned in Box B of Form A in my/our name(s). I/We agree to accept the same on the terms embodied in this PAL and the
Prospectus and subject to the articles of association of the Company.
H
H
Existing H Shareholders(s)
Please mark “X” in this box
H X
To be completed in BLOCK LETTERS in ENGLISH. Joint applicants should give the address of the first-named applicant only.
For Chinese applicant(s), please provide your name in both English and Chinese.
Name in English Family Name or Company Name Other name(s) Name in Chinese
Name continuation and/or
full name(s) of joint
applicants (if applicable)
Address in English
(Joint applicants should give the
address of the first-named
applicant only)
Occupation Tel. No.
Dividend Instructions
Name and address of bank
Bank account number
BANK BRANCH ACCOUNT
1. 2. 3. 4.
Signature(s) (all joint applicants must sign)
Date: 2020 2020
Ad valorem stamp duty is payable by the transferor(s) and the transferee(s) in connection with the transfer of rights to subscribe for the H Rights Shares if this form is completed.
H
PAL – 3
Subject to the granting of the listing of, and permission to deal in, the Nil-paid H Rights and H Rights Shares on the
Stock Exchange, and subject to compliance with the stock admission requirements of HKSCC, the Nil-paid H Rights and
H Rights Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with
effect from the respective commencement dates of dealings in the Nil-paid H Rights and H Rights Shares on the Stock
Exchange or such other date(s) as determined by HKSCC. Settlement of transactions between participants of the Stock
Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under
CCASS are subject to the “General Rules of CCASS” and the “CCASS Operational Procedures” in effect from time to
time.
H H H
H H H
Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of
this PAL, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or any part of the contents of this PAL.
PAL – 4
THE PROSPECTUS DOCUMENTS WILL NOT BE REGISTERED OR FILED UNDER ANY APPLICABLE
SECURITIES OR EQUIVALENT LEGISLATION OF ANY JURISDICTION OTHER THAN (I) HONG KONG
AND (II) THE PRC (IN ACCORDANCE WITH THE NOTICE OF THE CSRC FILING REQUIREMENTS FOR
HONG KONG LISTED ISSUERS MAKING RIGHTS ISSUE TO MAINLAND SHAREHOLDERS THROUGH
MAINLAND-HONG KONG STOCK CONNECT (ANNOUNCEMENT [2016] NO. 21) (“CSRC NOTICE”)). NO
ACTION HAS BEEN TAKEN TO PERMIT A PUBLIC OFFERING OF THE NIL-PAID H RIGHTS AND/OR H
RIGHTS SHARES, OTHER THAN IN HONG KONG, OR THE DISTRIBUTION OF THIS PAL AND OTHER
PROSPECTUS DOCUMENTS IN ANY JURISDICTION OTHER THAN HONG KONG.
(I) (II)
[2016]21
H H
NO PERSON RECEIVING THE PROSPECTUS DOCUMENTS IN ANY TERRITORY OUTSIDE HONG KONG
MAY TREAT IT AS AN OFFER OR INVITATION TO APPLY FOR THE H RIGHTS SHARES OR EXCESS
H RIGHTS SHARES, UNLESS IN A TERRITORY WHERE SUCH AN OFFER OR INVITATION COULD
LAWFULLY BE MADE WITHOUT COMPLIANCE WITH ANY REGISTRATION OR OTHER LEGAL AND
REGULATORY REQUIREMENTS THEREOF. IT IS THE RESPONSIBILITY OF ANYONE OUTSIDE HONG
KONG WISHING TO ACCEPT THE PROVISIONALLY ALLOTTED H RIGHTS SHARES OR MAKE AN
APPLICATION FOR EXCESS H RIGHTS SHARES TO SATISFY HIMSELF/HERSELF/ITSELF/THEMSELVES,
BEFORE ACQUIRING NIL-PAID H RIGHTS OR TO APPLY FOR EXCESS H RIGHTS SHARES, AS TO THE
OBSERVANCE OF THE LAWS AND REGULATIONS OF ALL RELEVANT TERRITORIES, INCLUDING
OBTAINING OF ANY GOVERNMENTAL OR OTHER CONSENTS, AND TO PAY ANY TAXES AND DUTIES
REQUIRED TO BE PAID IN SUCH TERRITORY IN CONNECTION THEREWITH WITHOUT PREJUDICE TO
THE FOREGOING. THE COMPANY RESERVES THE RIGHT TO REFUSE TO ACCEPT ANY ACCEPTANCE
OF NIL-PAID H RIGHTS OR ANY APPLICATION FOR EXCESS H RIGHTS SHARES WHERE IT BELIEVES
THAT DOING SO WOULD VIOLATE APPLICABLE SECURITIES LEGISLATIONS OR OTHER LAWS OR
REGULATIONS OF ANY JURISDICTION.
H H
H H H H
H H
PAL – 5
TO TAKE UP YOUR RIGHT TO SUBSCRIBE FOR THE H RIGHTS SHARES PROVISIONALLY ALLOTTED
TO YOU IN FULL, YOU MUST LODGE THIS PAL INTACT WITH THE H SHARE REGISTRAR,
COMPUTERSHARE HONG KONG INVESTOR SERVICES LIMITED, AT SHOPS 1712-1716, 17TH FLOOR,
HOPEWELL CENTRE, 183 QUEEN’S ROAD EAST, WAN CHAI, HONG KONG, TOGETHER WITH A
REMITTANCE FOR THE FULL AMOUNT PAYABLE ON ACCEPTANCE, SHOWN IN BOX C OF FORM A
OF THIS PAL SO AS TO BE RECEIVED BY THE H SHARE REGISTRAR NOT LATER THAN 4:00 P.M. ON
TUESDAY, AUGUST 11, 2020 (OR SUCH LATER DATE AS MENTIONED IN THE PARAGRAPH HEADED
“EFFECT OF BAD WEATHER” BELOW). ALL REMITTANCES MUST BE MADE BY CHEQUE OR CASHIER’S
ORDER IN HONG KONG DOLLARS. CHEQUES MUST BE DRAWN ON A BANK ACCOUNT WITH, AND
CASHIER’S ORDERS MUST BE ISSUED BY, A LICENSED BANK IN HONG KONG, AND MADE PAYABLE
TO “CHINA MERCHANTS SECURITIES CO., LTD. – PAL” AND CROSSED “ACCOUNT PAYEE ONLY”.
INSTRUCTIONS ON TRANSFER AND SPLITTING ARE SET OUT IN AN ENCLOSED SEPARATE SHEET. NO
RECEIPT WILL BE GIVEN FOR SUCH REMITTANCES.
H
2020 8 11
H 183 17
1712 1716
CHINA MERCHANTS SECURITIES CO., LTD. – PAL
PAL – 6
The H Share Rights Issue is conditional upon the fulfilment of the conditions set out in the paragraph headed “Letter
from the Board-Conditions of the H Share Rights Issue” of the Prospectus. If any of the conditions of the H Share Rights
Issue are not fulfilled, the H Share Rights Issue will not proceed.
H H H
H
The Joint Global Coordinators (on behalf of the Underwriters) have the right under the Underwriting Agreement to
terminate the Underwriting Agreement by notice in writing to the Company at any time prior to the Latest Time for
Termination, in certain circumstances set out in the Underwriting Agreement. Details of the circumstances under which
the Joint Global Coordinators (on behalf of the Underwriters) have the right to terminate the Underwriting Agreement
are set out below in this PAL in the paragraph headed “Termination of the Underwriting Agreement”.
If prior to the Latest Time for Termination, the Joint Global Coordinators (on behalf of the Underwriters) terminate the
Underwriting Agreement, the H Share Rights Issue will not proceed.
H
H Shareholders should note that the H Shares have been dealt in on an ex-rights basis on the Stock Exchange from
Friday, July 17, 2020. The Nil-paid H Rights will be dealt in from Thursday, July 30, 2020 to Thursday, August 6, 2020
(both days inclusive).
H H 2020 7 17 H 2020
7 30 2020 8 6
Any dealings in the H Shares from the date of the Prospectus up to the date on which all the conditions of the H Share
Rights Issue are fulfilled or waived (as applicable), which is currently expected to be 5:00 p.m. on Wednesday, August 12,
2020, and any dealings in the Nil-paid H Rights between Thursday, July 30, 2020 to Thursday, August 6, 2020 (both days
inclusive) are accordingly subject to the risk that the H Share Rights Issue may not become unconditional and may not
proceed. H Shareholders and potential investors should therefore exercise caution when dealing in the H Shares and/
or Nil-paid H Rights Shares, and if they are in any doubt about their position, they are recommended to consult their
professional advisers.
H 2020 8 12
H 2020 7 30 2020 8 6
H H H H
H
NO RECEIPT WILL BE GIVEN
PAL – 7
– This page is intentionally blank page –
PAL – 8
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 6099)
July 28, 2020
Dear Qualified H Shareholder(s),
INTRODUCTION
In accordance with the terms and conditions of this PAL and those set out in the Prospectus and subject to the
articles of association of the Company, the Directors have provisionally allotted to you the number of H Rights
Shares indicated in Form A of this PAL on the basis of three (3) H Rights Shares for every ten (10) Existing H Shares
registered in your name in the H Shareholders’ Register on Monday, July 27, 2020. Your holding of Existing H Shares
as at that date is set out in Box A of Form A of this PAL and the number of H Rights Shares provisionally allotted
to you is set out in Box B of Form A of this PAL. Terms defined in the Prospectus have the same meanings when
adopted herein unless the context otherwise requires.
You have the right to acquire the H Rights Shares provisionally allotted to you at a price of HK$8.185 per H Rights
Share payable in full on acceptance, in the manner set out below, by no later than 4:00 p.m. on Tuesday, August 11,
2020 (or such later date as mentioned in the paragraph headed “Effect of Bad Weather” below). You may, subject to
the paragraph headed “Qualified H Shareholders and Excluded H Shareholders” below, accept all or any number
of the H Rights Shares provisionally allotted to you hereunder or dispose of your right to all or any of them. If you
wish to accept only part of your provisional allotment and to transfer the remainder or to transfer your provisional
allotment to more than one person, you should refer to the instructions in the paragraph headed “Splitting” below.
If you wish to transfer all of your provisional allotment you should refer to the instructions in the paragraph headed
“Transfer” below.
The H Share Rights Issue is conditional upon (i) the Underwriting Agreement becoming unconditional and not being
terminated in accordance with its terms; and (ii) there not having occurred any event which would prevent the H
Share Rights Issue from becoming unconditional. If the conditions of the H Share Rights Issue are not fulfilled or
waived (as applicable), the H Share Rights Issue will not proceed.
H RIGHTS SHARES
The H Rights Shares, when allotted, issued and fully-paid (including credited as fully-paid as the case may be), will
rank pari passu in all respects with the existing H Shares then in issue such that holders of fully-paid H Rights Shares
will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of
issue and allotment of the H Rights Shares in their fully-paid form.
Subject to the granting of the listing of, and permission to deal in, the Nil-paid H Rights and H Rights Shares on
the Stock Exchange, and subject to compliance with the stock admission requirements of HKSCC, the Nil-paid H
Rights and H Rights Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the respective commencement dates of dealings on the Stock Exchange or such other dates
as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day
is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the
“General Rules of CCASS” and “CCASS Operational Procedures” in effect from time to time.
TC – 1
6099
H
H 2020 7 27
H (10) H (3) H H
H
2020 8 11
H 8.185 H
H H
H
H (i) (ii) H
H H
H
H
H H
H
H H
H H
TC – 2
PROCEDURE FOR ACCEPTANCE
Any person (including, but not limited to, any agent, custodian, nominee and trustee) wishing to take up his/her/
its rights under the H Share Rights Issue must satisfy himself/herself/itself as to full observance of the applicable
laws of any relevant territories, including obtaining any requisite governmental or other consents, observing any
other requisite formalities and paying any issue, transfer or other taxes due in such territories. The attention of H
Shareholders with registered addresses in any of the Specified Territories or holding H Shares on behalf of persons
with such addresses is drawn to the section headed “Notice” in the Prospectus and the paragraph below headed
“Qualified H Shareholders and Excluded H Shareholders”.
Qualified H Shareholders who wish to take up their provisional allotment of H Rights Shares in full, must lodge the
whole of this PAL intact with the H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops
1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, together with a remittance
for the full amount payable on acceptance, as shown in Box C of Form A of this PAL, so as to be received by no later
than 4:00 p.m. on Tuesday, August 11, 2020 (or such later date as mentioned in the paragraph headed “Effect of
Bad Weather” below). All remittances must be made in Hong Kong dollars and cheques must be drawn on a bank
account with, or cashier’s orders must be issued by, a licensed bank in Hong Kong and made payable to “CHINA
MERCHANTS SECURITIES CO., LTD. – PAL” and crossed “Account Payee Only”. Any payments for the H
Rights Shares should be rounded up to 2 decimal points. Such payment will constitute acceptance of the provisional
allotment on the terms of this PAL and the Prospectus and subject to the articles of association of the Company. No
receipt will be given for such remittances.
It should be noted that, unless a PAL, duly completed, together with the appropriate remittance shown in Box C of
Form A of this PAL, has been lodged with the H Share Registrar by 4:00 p.m. on Tuesday, August 11, 2020 (or such
later date as mentioned in the paragraph headed “Effect of Bad Weather” below), whether from the original allottee
or any person in whose favour the rights have been validly transferred, your provisional allotment and all rights
thereunder will be deemed to have been declined and will be cancelled and such H Rights Shares will be available
for application under the EAFs by Qualified H Shareholders. The Company may (at its sole discretion) treat a PAL
as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance
with the relevant instructions.
SPLITTING
If you wish to accept only part of your provisional allotment or transfer all or part of provisionally allotment to
more than one person, the original PAL must be surrendered and lodged for cancellation with a covering letter
stating clearly the number of split PALs required and the number of Nil-paid H Rights to be comprised in each split
PAL (which, in aggregate, should be equal to the number of H Rights Shares provisionally allotted to you as stated
in Box B of Form A of this PAL), by no later than 4:30 p.m. on Monday, August 3, 2020 to the H Share Registrar,
Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s
Road East, Wan Chai, Hong Kong, who will cancel the original PAL and issue new PALs in the denominations
required which will be available for collection at the H Share Registrar, Computershare Hong Kong Investor Services
Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, after 9:00
a.m. on the second Business Day after the surrender of the original PAL.
It should be noted that Hong Kong stamp duty is payable in connection with the transfer of your rights to subscribe
for the relevant H Rights Shares to the transferee(s) and the acceptance by the transferee(s) of such rights. The
Company may (at its sole discretion) treat a PAL as valid and binding on the person(s) by whom or on whose behalf
it is lodged even if not completed in accordance with the relevant instructions.
TRANSFER
If you wish to transfer all of your Nil-paid H Rights to another person you should complete and sign the “Form of
Transfer and Nomination” (Form B) in this PAL and hand the original completed and signed PAL to the person(s)
to or through whom you are transferring your Nil-paid H Rights. The transferee must then complete and sign the
“Registration Application Form” (Form C) in this PAL and lodge this PAL intact together with a remittance for
the full amount payable on acceptance with the H Share Registrar, Computershare Hong Kong Investor Services
Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, to effect
the transfer by no later than 4:00 p.m. on Tuesday, August 11, 2020 (or such later date as mentioned in the paragraph
headed “Effect of Bad Weather” below).
TC – 3
H
H H H
H
H H 2020 8 11
H
183 17 1712 1716
CHINA MERCHANTS SECURITIES
CO., LTD. – PAL H
H 2020 8 11
H
H H
2020 8 3
H
H H
183 17 1712 1716 H
H
183 17 1712 1716
H
H
H
2020 8 11
H
183 17 1712 1716
TC – 4
It should be noted that Hong Kong stamp duty is payable in connection with the transfer of your rights to subscribe
for the relevant H Rights Shares to the transferee(s) and the acceptance by the transferee(s) of such rights. The
Company may (at its sole discretion) treat a PAL as valid and binding on the person(s) by whom or on whose behalf
it is lodged even if not completed in accordance with the relevant instructions.
The Company reserves the right to refuse to register any transfer in favour of any person in respect of which the
Company believes such transfer may violate applicable legal or regulatory requirements.
EFFECT OF BAD WEATHER
The latest time for acceptance of and payment for H Rights Shares and application and payment for excess H Rights
Shares will not take place at 4:00 p.m. on Tuesday, August 11, 2020 if there is a tropical cyclone warning signal
number 8 or above, or a “black” rainstorm warning, or “extreme conditions” caused by super typhoons: (i) in force
in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on Tuesday, August 11,
2020. Instead, the latest time for acceptance of and payment for H Rights Shares and application and payment for
excess H Rights Shares will be extended to 5:00 p.m. on the same Business Day; or (ii) in force in Hong Kong at any
local time between 12:00 noon and 4:00 p.m. on Tuesday, August 11, 2020. Instead, the latest time for acceptance of
and payment for H Rights Shares and application and payment for excess H Rights Shares will be rescheduled to
4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between
9:00 a.m. and 4:00 p.m.. If the latest time for acceptance of and payment for H Rights Shares and application and
payment for excess H Rights Shares does not take place on Tuesday, August 11, 2020, the dates mentioned in this
PAL may be affected. The Company will notify the H Shareholders by way of an announcement of any change to the
expected timetable as soon as practicable.
TERMINATION OF THE UNDERWRITING AGREEMENT
It should be noted that the Underwriting Agreement grants the Joint Global Coordinators (on behalf of the
Underwriters) the right to terminate the Underwriting Agreement by notice in writing to the Company at any
time prior to the Latest Time for Termination in certain circumstances set out in the Underwriting Agreement.
Details of the circumstances in which the Joint Global Coordinators (on behalf of the Underwriters) have the
right to terminate the Underwriting Agreement are set out in the paragraph headed Letter from the Board-
Termination of the Underwriting Agreement in the Prospectus.
If the Joint Global Coordinators (on behalf of the Underwriters) exercise such right and a notice to terminate
the Underwriting Agreement is given by the Joint Global Coordinators (on behalf of the Underwriters) prior
to the Latest Time for Termination, save in respect of certain rights or obligations under the Underwriting
Agreement, the Company shall not be under any obligation or liability under the Underwriting Agreement and
the Underwriters shall be under no obligation or liability to the Company and the H Share Rights Issue will not
proceed.
CHEQUES AND CASHIER’S ORDERS
All cheques and cashier’s orders will be presented for payments immediately following receipt and all interest
earned on such monies will be retained for the benefit of the Company. Any PAL and/or EAF in respect of which
the cheque or cashier’s order is dishonoured on first presentation is liable to be rejected. Completion and return
of a PAL and/or EAF with a cheque and/or cashier’s order, whether by you or by any nominated transferee will
constitute a warranty by the applicant that the cheque or cashier’s order will be honoured on first presentation.
Without prejudice to other rights of the Company in respect thereof, the Company reserves the right to reject any
PAL in respect of which the accompanying cheque or cashier’s order is dishonoured on first presentation, and, in
such event, the relevant provisional allotment and all rights and entitlements thereunder will be deemed to have
been declined and will be cancelled. You must pay the exact amount payable upon application for the H Rights
Shares, any underpaid applications will be rejected. In the event of an overpaid application, a refund cheque will be
made out to you only if the overpaid amount is HK$100 or above. Subject to the fulfilment of the conditions of the
H Share Rights Issue, refund cheques in respect of wholly or partially unsuccessful applications for excess H Rights
Shares (if any) are expected to be sent by ordinary post or courier at your own risk to your registered addresses, or
other persons entitled thereto, on or about Wednesday, August 19, 2020.
TC – 5
H
8
H H 2020 8 11
(i) 2020 8 11
H H
(ii) 2020 8 11
H H
H H
2020 8 11
H
—
H
H
100 H
H 2020 8 19
TC – 6
H SHARE CERTIFICATES FOR H RIGHTS SHARES AND REFUND CHEQUES FOR THE H SHARE RIGHTS
ISSUE
Subject to the fulfilment of the conditions of the H Share Rights Issue as set out in the paragraph headed “Letter from
the Board — Conditions of the H Share Rights Issue” in the Prospectus, share certificates for all fully-paid (including
credited as fully paid as the case may be) H Rights Shares are expected to be despatched on or about, Wednesday,
August 19, 2020 to those Qualified H Shareholders who have accepted and (where applicable) applied for, and
paid for, the H Rights Shares by ordinary post or courier at their own risk. Refund cheques in respect of wholly or
partially unsuccessful applications for excess H Rights Shares (if any) are expected to be despatched on or about
Wednesday, August 19, 2020 to the applicants by ordinary post or courier at their own risk.
EXCESS H RIGHTS SHARES
The Qualified H Shareholders (other than the PRC Southbound Trading Investors) may apply, by way of excess
application, for any H Rights Shares provisionally allotted but not validly accepted by Qualified H Shareholders or
otherwise subscribed for by renouncees or transferees of Nil-paid H Rights, any H Rights Shares representing any
unsold entitlements of the Excluded H Shareholders, and any unsold fractional entitlements to H Rights Shares.
Application for excess H Rights Shares should be made only by Qualified H Shareholders (other than the PRC
Southbound Trading Investors). If a Qualified H Shareholder (other than the PRC Southbound Trading Investors)
wishes to apply for excess H Rights Shares in addition to his/her/its provisional allotment, he/she/it must complete
and sign an EAF (in accordance with the instructions printed thereon) and lodge it with the H Share Registrar,
together with a separate cheque or cashier’s order, for the amount payable on application in respect of the excess H
Rights Shares applied for by no later than 4:00 p.m. on Tuesday, August 11, 2020 (or such later date as mentioned
in the paragraph headed “Effect of Bad Weather” above). All remittances must be made in Hong Kong dollars.
Cheques must be drawn on an account with, and cashier’s orders must be issued by, a licensed bank in Hong Kong
and made payable to “CHINA MERCHANTS SECURITIES CO., LTD. – EAF” and crossed “Account Payee Only”.
Any payments for the excess H Rights Shares should be rounded up to 2 decimal points. The Company may at its
discretion treat an EAF as valid and binding on the person(s) by himself/herself/itself/themselves or on whose
behalf it is lodged even if not completed in accordance with the relevant instructions.
The Directors will allocate the excess H Rights Shares (if any) at their sole and absolute discretion on a fair and
equitable basis but will give preference to topping-up odd lots to whole board lots. The remaining excess H Rights
Shares (if preference will be given) or all excess H Rights Shares (if no preference will be given) will be allocated to
Qualified H Shareholders (other than the PRC Southbound Trading Investors) who have applied for excess H Rights
Shares on a pro rata basis with reference to their number of excess H Rights Shares applied for and with board lot
allocations to be made on a best effort basis. If the aggregate number of H Rights Shares not taken up by the Qualified
H Shareholders under PALs is greater than the aggregate number of excess H Rights Shares applied for through
the EAFs, the Directors will allocate to each Qualified H Shareholder (other than the PRC Southbound Trading
Investors) who applies for excess H Rights Shares in full application.
Beneficial H Shareholders whose H Shares are held by a nominee company (including HKSCC Nominees Limited),
should note that the Board will regard the nominee company (including HKSCC Nominees Limited) as a single H
Shareholder according to the H Shareholders’ Register. Accordingly, the Beneficial H Shareholders should note that
the aforesaid arrangement for the allocation of the excess H Rights Shares will not be extended to the Beneficial
H Shareholders individually (including those Beneficial H Shareholders holding the H Shares through HKSCC
Nominees Limited).
TC – 7
H H H
H H H
2020 8 19
H H
H 2020 8 19
H
H H
H H H
H H
H H H
H
2020 8 11
H
H
CHINA MERCHANTS SECURITIES CO., LTD. – EAF
H
H
H H
H H H
H H
H H H
H
H H H
H H
H H
H H
TC – 8
FRACTIONAL ENTITLEMENTS
The entitlements of Qualified H Shareholders will be rounded down to the nearest whole number and fractional
entitlements to H Rights Shares will not be provisionally allotted to the H Shareholders. The Nil-paid H Rights
representing the aggregate of all the fractional entitlements to H Rights Shares (rounded down to the nearest whole
number) will be provisionally allotted to a nominee or nominees appointed by the Company and, if a premium (net
of expenses) can reasonably be obtained, will be sold by the nominee or nominees on the Company’s behalf in the
market as soon as practicable after the commencement of dealing in the Nil-paid H Rights and the net proceeds of
such sale will be retained by the Company for its own benefit. Any unsold fractions of the H Rights Shares will be
made available for excess application by the Qualified H Shareholders.
DISTRIBUTION OF THIS PAL AND THE OTHER PROSPECTUS DOCUMENTS
This PAL shall only be sent to the Qualified H Shareholders only.
Distribution of this PAL and the other Prospectus Documents into jurisdictions other than Hong Kong may be
restricted by laws. Persons who come into possession of the Prospectus Documents (including, but not limited to,
agents, custodians, nominees and trustees) should inform themselves of and observe any such restriction. Any
failure to comply with such restriction may constitute a violation of the securities laws of any such jurisdiction.
The Prospectus Documents will not be registered or filed under any applicable securities or equivalent legislation of
any jurisdiction other than (i) Hong Kong and (ii) the PRC, in accordance with the CSRC Notice.
QUALIFIED H SHAREHOLDERS AND EXCLUDED H SHAREHOLDERS
To qualify for the H Share Rights Issue and to accept the H Rights Shares provisionally allotted under this PAL, an
H Shareholder must have been registered as a member of the Company at the close of business on Monday, July 27,
2020 and not be an Excluded H Shareholder. Excluded H Shareholders are:
(i) H Shareholders whose name(s) appear in the H Shareholders’ Register at the close of the business on Monday,
July 27, 2020 and whose address(es) as shown in such register is/are in any of the Specified Territories, except
for those H Shareholders with addresses in Australia, Germany, Liechtenstein, Luxembourg, the Netherlands,
New Zealand, Norway, the PRC and the UK who fulfil the relevant requirements to the satisfaction of the
Company; and
(ii) any H Shareholders or Beneficial H Shareholders at that time who are otherwise known by the Company to be
resident in any of the Specified Territories, except for those H Shareholders or Beneficial H Shareholders with
addresses in Australia, Germany, Liechtenstein, Luxembourg, the Netherlands, New Zealand, Norway, the
PRC and the UK who fulfil the relevant requirements to the satisfaction of the Company.
Beneficial H Shareholders may or may not be eligible to take part in the H Share Rights Issue.
Notwithstanding any other provision in the Prospectus Documents, the Company reserves the right to permit
any H Shareholder or Beneficial H Shareholder to participate in the H Share Rights Issue and take up his/her/its
entitlement to the H Rights Shares if the Company, in its absolute discretion, is satisfied that the offer under the H
Share Rights Issue is exempt from or not subject to the legislation or regulations giving rise to the restrictions in
questions.
The Company also reserves the right to refuse to accept any application for H Rights Shares where it believes that
doing so would violate the applicable securities or other laws or regulations of any jurisdiction.
TC – 9
H H H
H H
H
H
H
H
(i) (ii)
H H
H H H 2020 7
27 H H ：
(i) 2020 7 27 H
H
H
(ii) H H
H
H
H H
H
H H H H
H
TC – 10
Receipt of this PAL and/or any other Prospectus Documents or the crediting of H Share Rights Shares in nil-paid
form to a stock account in CCASS does not and will not constitute an offer in those jurisdictions in which it would
be illegal to make an offer and, in those circumstances, this PAL and/or any other Prospectus Documents must be
treated as sent for information purposes only and should not be copied or redistributed. Persons (including, but not
limited to, agents, custodians, nominees and trustees) who receive a copy of this PAL and/or any other Prospectus
Documents should not, in connection with the H Share Rights Issue, distribute or send the same in, into or from, or
transfer Nil-paid H Rights to any person in, into or from, any of the Specified Territories. If a PAL and/or any other
Prospectus Documents or any credits of Nil-paid H Rights to a stock account in CCASS are received by any person
in any Specified Territories, or by his/her/its /their agent, custodian, nominee or trustee, he/she/it must not seek
to take up such Nil-paid H Rights or transfer this PAL or transfer such Nil-paid H Rights in CCASS (if applicable)
unless such person is able to demonstrate to the satisfaction of the Company, or the Company determines that such
actions would not violate applicable legal or regulatory requirements. Any person (including, but not limited to,
agents, custodians, nominees and trustees) who does forward this PAL or any other Prospectus Documents in, into
or from any Specified Territories (whether under a contractual or legal obligation or otherwise) should draw the
recipient’s attention to the contents of this section.
REPRESENTATIONS AND WARRANTIES
By completing, signing and submitting this PAL, each subscriber of H Rights Shares being offered and sold outside
the United States hereby represents and warrants to the Company and the Underwriters and to any person acting on
their behalf, unless in their sole discretion, the Company and the Underwriters waive such requirement expressly in
writing that:
(i) he/she/it was an H Shareholder at the H Share Record Date, or he/she/it lawfully acquired or may lawfully
acquire the Nil-paid H Rights, directly or indirectly, from such a person;
(ii) he/she/it is not located in any other jurisdiction in which it is unlawful to purchase or take up the Nil-paid H
Rights or subscribe for or accept H Rights Shares;
(iii) he/she/it is not resident or located in, or a citizen of, the United States;
(iv) he/she/it is not accepting an offer to purchase or take up the Nil-paid H Rights or subscribe for or accept H
Rights Shares on a non-discretionary basis for a person who is resident or located in, or a citizen of, the United
States at the time the instruction to accept was given;
(v) he/she/it is not doing so for the account of any person who is located in the United States, unless:
(a) the instruction to purchase or take up the Nil-paid H Rights or to subscribe for or accept H Rights Shares
was received from a person outside the United States; and
(b) the person giving such instruction has confirmed that he/she/it (x) has the authority to give such
instruction, and (y) either (A) has investment discretion over such account or (B) is an investment
manager or investment company that is acquiring the H Rights Shares in an “offshore transaction”
within the meaning of Regulation S under the U.S. Securities Act;
TC – 11
H
H
H
H H
H
H
(i) H H H
(ii) H H
(iii)
(iv)
H H
(v)
(a) H H
(b) (x) (y)(A) (B)
S H
TC – 12
(vi) he/she/it is acquiring the Nil-paid H Rights and/or the H Rights Shares in an “offshore transaction” as
defined in Regulation S under the U.S. Securities Act;
(vii) he/she/it has not been offered the H Rights Shares by means of any “directed selling efforts” as defined in
Regulation S under the U.S. Securities Act;
(viii) he/she/it is not purchasing or taking up the Nil-paid H Rights or subscribing for or accepting H Rights Shares
with a view to the offer, sale, allotment, take up, exercise, resale, renouncement, pledge, transfer, delivery or
distribution, directly or indirectly, of any such Nil-paid H Rights or H Rights Shares into the United States or
any other jurisdiction referred to in paragraph (ii) above;
(ix) he/she/it understands that neither the Nil-paid H Rights nor the H Rights Shares have been or will be
registered under the U.S. Securities Act or with any securities regulatory authority of any state, territory, or
possession of the United States and the Nil-paid H Rights or H Rights Shares are being distributed and offered
outside the United States in reliance on Regulation S under the U.S. Securities Act. Consequently, he/she/it
understands the Nil-paid H Rights or H Rights Shares may not be offered, sold, pledged or otherwise
transferred in or into the United States, except in reliance on an exemption from, or in transactions not subject
to, the registration requirements of the U.S. Securities Act; and
(x) if he/she/it (or any person for whom he/she/it is acquiring the H Shares) is in New Zealand, he/she/it (and
any such person):
a. is a person who (i) is an investment business within the meaning of clause 37 of Schedule 1 of the
Financial Markets Conduct Act 2013 (New Zealand) (the “FMC Act”); (ii) meets the investment activity
criteria specified in clause 38 of Schedule 1 of the FMC Act; (iii) is large within the meaning of clause 39
of Schedule 1 of the FMC Act; or (iv) is a government agency within the meaning of clause 40 of Schedule
1 of the FMC Act;
b. acknowledges that: (i) Part 3 of the FMC Act shall not apply in respect of the offer of shares to him/
her/it; (ii) no product disclosure statement under the FMC Act may be prepared in respect of the offer
of shares; and (iii) any information provided to him/her/it in respect of the offer is not required to, and
may not, contain all of the information that a product disclosure statement under New Zealand law is
required to contain;
c. warrants that if in the future he/she/it elects to directly or indirectly offer or sell any of the shares
allotted to him/her/it, he/she/it undertakes not to do so in a manner that could result in (i) such offer
or sale being viewed as requiring a product disclosure statement or other similar disclosure document
or any registration or filing in New Zealand; (ii) any contravention of the FMC Act; or (iii) the Company
or its directors incurring any liability; and
d. warrants that (i) any person for whom he/she/it is acquiring shares meets one or more of the criteria
specified in subclause (a) above; and (ii) he/she/it has procured, where required, a safe harbour
certificate in accordance with clause 44 of Schedule 1 of the FMC Act.
For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the representations
and warranties above.
GENERAL
Lodgement of this PAL with, where relevant, the form of transfer and nomination purporting to have been signed
by the person(s) in whose favour this PAL has been issued, shall be conclusive evidence of the title of the party or
parties lodging it to deal with the same and to receive a split PAL and/or the share certificates for the H Rights
Shares. Further copies of the Prospectus are available at the H Share Registrar, Computershare Hong Kong Investor
Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.
All documents, including cheques for refund, will be sent by ordinary post or courier at the risk of the relevant
applicants or other persons entitled thereto.
This PAL and all acceptances of the offer contained in it shall be governed by and construed in accordance with the
laws of Hong Kong. Nil-paid H Rights are expected to be traded in board lots of 200 shares (as the existing H Shares
are currently traded on the Stock Exchange in board lots of 200). References in this PAL to time are to Hong Kong
time unless otherwise stated.
TC – 13
(vi) S H H
(vii) S H
(viii) H H
(ii)
H H
(ix) H H
H H S
H H
(x) H
a. (i) 2013 37 (ii)
38 (iii) 39
(iv) 40
b. (i) 3 (ii)
(iii)
c.
(i)
(ii) (iii)
d. (i) (a) (ii)
44
H
H
183 17 1712 1716
H
200 H 200
TC – 14
By completing, signing and submitting this PAL, you agree to disclose to the Company and/or its H Share Registrar
and their respective advisers and agents personal data and any information which they require about you or the
person(s) for whose benefit you have made the acceptance of the provisional allotment of H Rights Shares. The
Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) provides the holders of securities with
rights to ascertain whether the Company or its H Share Registrar hold their personal data, to obtain a copy of that
data, and to correct any data that is inaccurate. In accordance with the Personal Data (Privacy) Ordinance (Chapter
486 of the Laws of Hong Kong), the Company and its H share Registrar have the right to charge a reasonable fee
for the processing of any data access request. All requests for access to data or correction of data or for information
regarding policies and practices and the kinds of data held should be addressed to the Company, at its principal
place of business in Hong Kong at 48/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong or as notified
from time to time in accordance with applicable law, for the attention of the Company Secretary or (as the case may
be) the H share Registrar.
By order of the Board of
China Merchants Securities Co., Ltd.
HUO DA
Chairman
TC – 15
H
H
486 H
486
H
8 48
H
2020 7 28
TC – 16
