AGM Information • Oct 17, 2025
AGM Information
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References are made to the circular (the "Circular") of the 2025 First Extraordinary General Meeting (the "EGM") and the 2025 Second H Share Class Meeting (the "H Share Class Meeting") and the notice of the EGM and the notice of the H Share Class Meeting of the Company dated September 26, 2025. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.
The Board is pleased to announce that the EGM and the 2025 Second A Share Class Meeting ("A Share Class Meeting") (collectively, the "Meetings") were held at 2:40 p.m. on Friday, October 17, 2025 by way of on-site meetings at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC. The Meetings were convened by the Board and chaired by Mr. Zhang Wei, the Chairman of the Board. Mr. Zhang Wei as an executive Director; Mr. Ding Feng and Mr. Chen Zhongyang as non-executive Directors; and Mr. Wang Jianwen, Mr. Wang Quansheng, Mr. Peng Bing, Mr. Wang Bing and Mr. Lo Kin Wing Terry as independent non-executive Directors of the Company, attended the Meetings. Mr. Zhou Yi and Ms. Wang Ying as executive Directors; and Mr. Ke Xiang, Mr. Jin Yongfu and Mr. Zhang Jinxin as non-executive Directors, were unable to attend the Meetings due to work arrangements. Certain members of the Supervisory Committee and the senior management and the secretary to the Board of the Company attended the Meetings.
Voting for each of the resolutions submitted to the Meetings was conducted by poll. Holders of H Shares were entitled to attend the EGM in person or by proxy and vote thereon. Holders of A Shares were entitled to attend the EGM and the A Share Class Meeting in person or by proxy and vote thereon or by online voting. Online voting was available during the trading hours (that is, from 09:15 to 09:25, from 09:30 to 11:30, and from 13:00 to 15:00) on October 17, 2025 through the voting platform of the trading system and from 09:15 to 15:00 on October 17, 2025 through the internet voting platform of the designated website. The convening, procedures and voting methods of the Meetings were in compliance with the relevant requirements of laws and regulations, including the Company Law of the People's Republic of China (《中華人民共和 國公司法》) and the Articles of Association.
As at the record date of shareholdings for the EGM, the total number of issued shares of the Company was 9,026,863,786 Shares (comprising 1,719,045,680 H Shares and 7,307,818,106 A Shares), and its holders of Shares were entitled to attend the EGM and cast votes for, against or abstain from voting on the resolutions proposed at the EGM. The Company did not hold any treasury Share or repurchased Share pending cancellation as at the date of this announcement. There were no restrictions on any Shareholders to cast votes on the proposed resolutions at the EGM. There were no Shares held by any Shareholders which entitled the holders to attend the EGM but the holders shall abstain from the right of voting in favor of any proposed resolutions pursuant to Rule 13.40 of the Listing Rules and no Shareholder was required under the Listing Rules to abstain from voting. No party had stated his/her/its intention in the Circular to vote against or abstain from voting in respect of any of the proposed resolutions.
Computershare Hong Kong Investor Services Limited, the Company's H share registrar, two representatives from the Shareholders, one Supervisor of the Company and King & Wood Mallesons were appointed as the scrutineers for vote-taking at the EGM.
Details of attendance at the EGM are as follows:
| Total number of Shareholders and authorized proxies who have attended and voted at the EGM |
2,357 | |
|---|---|---|
| Of which | number of holders of A Shares | |
| number of holders of H Shares | 1 | |
| Total number of Shares with voting rights held by the Shareholders that attended the EGM (number of Shares) |
4,971,232,035 | |
| Of which | total number of Shares held by holders of A Shares who have voted (number of Shares) |
|
| total number of Shares held by holders of H Shares who have voted (number of Shares) |
1,085,308,296 |
| Percentage of the total number of Shares with voting rights held by the Shareholders who have attended the EGM to the total number of issued Shares (%) |
55.071531 | |
|---|---|---|
| Of which | Percentage of the total number of Shares held by holders of A Shares who have voted to the total number of issued Shares (%) |
43.048437 |
| Percentage of the total number of Shares held by holders of H Shares who have voted to the total number of issued Shares (%) |
12.023094 |
The poll results of the proposed resolutions are set out as follows:
| No. | Ordinary Resolution | Number of Votes (%)1 | ||
|---|---|---|---|---|
| For | Against | Abstain | ||
| 1. | To consider and approve the 2025 interim profit distribution of the Company |
4,969,225,615 99.959639 |
1,788,820 0.035984 |
217,600 0.004377 |
| No. | Special Resolutions | Number of Votes (%)1 | ||
| For | Against | Abstain | ||
| 2. | To consider and approve the amendments to the Articles of Association of Huatai Securities Co., Ltd. |
4,265,002,434 85.793671 |
705,663,001 14.194931 |
566,600 0.011398 |
| 3. | To consider and approve the amendments to the Rules of Procedure for General Meeting of Huatai Securities Co., Ltd. |
4,265,703,717 85.807777 |
704,938,705 14.180362 |
589,613 0.011861 |
| 4. | To consider and approve the amendments to the Rules of Procedure of the Board Meetings of Huatai Securities Co., Ltd. |
4,968,796,502 99.951007 |
1,828,520 0.036782 |
607,013 0.012211 |
| 5. | To consider and approve matters in relation to the dissolution of the Supervisory Committee |
4,965,838,650 99.891508 |
2,420,933 0.048699 |
2,972,452 0.059793 |
The above-mentioned ordinary resolution No. 1 was duly passed with more than half of the votes cast in favor; the above-mentioned special resolutions No. 2 to No. 5 were duly passed with more than two-thirds of the votes cast in favor. No new proposal was submitted for voting and approval at the EGM.
No resolutions were voted against or amended at the EGM. Please refer to the Circular for details of the relevant resolutions.
As at the record date of shareholdings for the A Share Class Meeting, the Company had 7,307,818,106 A Shares in issue, and its holders of A Shares have the right to attend and vote for, against or abstain from voting on the resolutions proposed at the A Share Class Meeting. The Company did not hold any treasury Share or repurchased Share pending cancellation as at the date of this announcement. There was no restriction on any holders of A Shares to cast vote on the proposed resolutions at the A Share Class Meeting. There were no Shares held by any holder of A Shares which entitled the holder to attend the A Share Class Meeting but the holder shall abstain from the right of voting in favor of the proposed resolutions pursuant to the relevant PRC laws and regulations, and no holder of A Shares was required to abstain from voting in accordance with the relevant PRC laws and regulations. No party had indicated his/ her/its intention to vote against or abstain from voting on any proposed resolutions.
Computershare Hong Kong Investor Services Limited, the Company's H share registrar, two representatives from the Shareholders, one Supervisor of the Company and King & Wood Mallesons were appointed as the scrutineers for vote-taking at the A Share Class Meeting.
Details of attendance at the A Share Class Meeting are as follows:
| Total number of Shareholders and authorised proxies who have attended the A Share Class Meeting and voted thereon |
2,356 |
|---|---|
| Total number of the Shares with voting rights held by the Shareholders attending the A Share Class Meeting (number of shares) |
3,885,923,739 |
| Percentage of the total number of the Shares with voting rights held by Shareholders attending the A Share Class Meeting to the total number of issued A Shares (%) |
53.174883 |
The poll results of the proposed resolutions are set out as follows:
| No. | Special Resolutions | Number of Votes (%)1 | ||
|---|---|---|---|---|
| For | Against | Abstain | ||
| 1. | To consider and approve the amendments to the Articles of Association of Huatai Securities Co., Ltd. |
3,581,383,715 92.162995 |
303,973,424 7.822424 |
566,600 0.014581 |
| 2. | To consider and approve the amendments to the Rules of Procedure for General Meeting of Huatai Securities Co., Ltd. |
3,586,213,159 92.287276 |
299,120,967 7.697551 |
589,613 0.015173 |
| 3. | To consider and approve the amendments to the Rules of Procedure of the Board Meetings of Huatai Securities Co., Ltd. |
3,883,489,006 99.937345 |
1,827,720 0.047034 |
607,013 0.015621 |
|---|---|---|---|---|
| ---- | -------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | ----------------------- | --------------------- |
The above-mentioned special resolutions No. 1 to No. 3 were duly passed with more than two-thirds of the votes cast in favor. No new proposal was submitted for voting and approval at the A Share Class Meeting.
No resolution was voted against or amended at the A Share Class Meeting. Please refer to the Circular for details of the relevant resolutions.
King & Wood Mallesons, the PRC legal adviser to the Company, considered that the convening and the procedures of the Meetings are in compliance with the requirements of the Company Law of the People's Republic of China (《中華人民共和國公司法》) and the Securities Law of the People's Republic of China (《中華人民共和國證券法》), and other relevant PRC laws and administrative regulations as well as the Rules for General Meetings of Listed Companies (《上市公司股東會規則》) and the Articles of Association; the qualifications of the attendees and convener of the Meetings are lawful and valid, and the voting process and poll results of the Meetings are lawful and valid.
The Board also wishes to notify Shareholders of the details of the distribution of interim dividend (the "Interim Dividend") for 2025 as follows:
The Company will pay an interim dividend of RMB1.50 (tax inclusive) per 10 Shares in cash to A Shareholders and H Shareholders whose names appear on the register of members on the record date of shareholdings. Of which, the Company will distribute a total amount of RMB257,856,852.00 as Interim Dividend based on 1,719,045,680 H Shares in issue to H Shareholders whose names appear on the register of members of H Shares on Sunday, November 9, 2025 (the "Record Date"); the details on the distribution of Interim Dividend to A Shareholders and related matters will be announced in due course. The undistributed profit will be carried forward to the next year. The Interim Dividend is denominated and declared in Renminbi and shall be paid to A Shareholders (including GDR depositors) and investors of Hong Kong Stock Connect in Renminbi and to H Shareholders (excluding investors of Hong Kong Stock Connect) in Hong Kong dollars or Renminbi.
H Shareholders (excluding investors of Hong Kong Stock Connect) will be given the option to elect to receive all (save in the case of HKSCC Nominees Limited, which may elect to receive all or part of its entitlement) of the dividend in Hong Kong dollars or Renminbi. The actual amount of Interim Dividend for H Shares distributed in Hong Kong dollars shall be converted based on the average benchmark exchange rate for RMB to HK dollars as announced by the PBOC for the five business days prior to October 17, 2025 (the date of the EGM), that is, RMB0.912966 to HK\$1.00, being a cash dividend of HK\$1.642997 (tax inclusive) for every 10 H Shares.
The Company expects to further issue a currency election form for the Interim Dividend to H Shareholders on Monday, November 10, 2025 for H Shareholders who wish to receive the Interim Dividend in Renminbi. To make such election, Shareholders should complete the dividend currency election form and return it to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Tuesday, November 25, 2025.
Shareholders who are minded to elect to receive all (but not part) of the Interim Dividend in Renminbi by cheques should note that (i) they should ensure that they have an appropriate bank account to which the Renminbi cheques for the Interim Dividend can be presented for payment; and (ii) there is no assurance that Renminbi cheques can be cleared without material handling charges or delay in Hong Kong or that Renminbi cheques will be honored for payment upon presentation outside Hong Kong. The cheques are expected to be posted to the relevant Shareholders by ordinary post on Friday, December 12, 2025 at the Shareholders' own risk.
If no election is made by a Shareholder or no duly completed dividend currency election form in respect of that Shareholder is received by the Company's share registrar by 4:30 p.m. on Tuesday, November 25, 2025, such Shareholder will automatically receive the Interim Dividend in HK dollars. All dividend payments in Hong Kong dollars will be made in the usual way on Friday, December 12, 2025.
If Shareholders wish to receive the Interim Dividend in Hong Kong dollars in the usual way, no additional action is required.
In order to determine the entitlement of H Shareholders to the Interim Dividend, the register of members of H Shares will be closed from Tuesday, November 4, 2025 to Sunday, November 9, 2025 (both days inclusive), during which period no registration of H Shares will be effected. Shareholders whose names appear on the register of members of H Shares on Sunday, November 9, 2025 shall be entitled to receive the Interim Dividend. H Shareholders of the Company who have not completed the registration of share transfer must lodge the transfer documents, accompanied by the relevant share certificates with the Company's 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, not later than 4:30 p.m. on Monday, November 3, 2025.
In accordance with the Notice of the State Administration of Taxation on Issues Concerning Individual Income Tax Collection and Management after the Repeal of Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348) (《國家稅務總局關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問 題的通知》(國稅函[2011]348號)), dividends received by individual shareholders who are overseas residents in respect of their shares issued by domestic non-foreign invested enterprises in Hong Kong shall be subject to the payment of individual income tax according to the "interest, dividend and bonus income" items, which shall be withheld and paid by the withholding agents according to relevant laws. Such overseas residents who are individual owners of shares issued by domestic nonforeign invested enterprises in Hong Kong shall be entitled to the relevant preferential tax treatment pursuant to the provisions in the tax treaties signed between the countries where they reside and China, or the tax arrangements between Mainland and Hong Kong (Macau) SAR. The tax rate for dividends under the relevant arrangements is 10% in general. For the purpose of simplifying tax administration, domestic non-foreign-invested enterprises issuing shares in Hong Kong may, upon payment of dividends, generally withhold individual income tax at the rate of 10%, without the need to file an application. If the tax rate for dividends is not equal to 10%, the following provisions shall apply: (1) for residents of countries that have signed treaties with a tax rate lower than 10%, the withholding agents may file applications on their behalf for the relevant agreed preferential tax treatments, under which circumstances the over-withheld tax amounts will be refunded upon approval by the tax authorities; (2) for residents of countries that have signed treaties with a tax rate higher than 10% but lower than 20%, the withholding agents shall withhold individual income tax at the agreed tax rate effective at the time of dividends payment, without the need to file an application; and (3) for residents of countries without tax agreements or under other situations, the withholding agents shall withhold individual income tax at 20% upon payment of dividends.
In accordance with the requirements under the Notice of the State Administration of Taxation on the Issues Concerning Withholding Enterprise Income Tax on Dividends Paid by PRC Resident Enterprises to H Shareholders that are Non-resident Overseas Enterprises (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H 股非居民企業股東派發股息代扣代繳企業所得稅有關問題的 通知》(國稅函[2008]897號)), a PRC resident enterprise, when paying dividends to H shareholders who are non-resident overseas enterprises for 2008 and subsequent years, shall withhold and pay enterprise income tax at a uniform rate of 10%.
In accordance with the Notice on Tax Policies concerning the Pilot Program of an Interconnection Mechanism for Transactions in the Shanghai and Hong Kong Stock Markets (Cai Shui [2014] No. 81) issued by the Ministry of Finance, the State Administration of Taxation and the China Securities Regulatory Commission (財政部、國家稅務總局、中國證監會《關於滬港股票市場交易互聯互通 機制試點有關稅收政策的通知》(財稅[2014]81號)), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the individual income tax shall be paid in accordance with the aforementioned regulations. For dividends received by domestic enterprise investors from investing in shares listed on the Hong Kong Stock Exchange through Shanghai- Hong Kong Stock Connect, the company of such H shares shall not withhold and pay the income tax for such dividends and those domestic enterprise investors shall report and pay the relevant tax on their own. Meanwhile, for the dividends obtained by domestic resident enterprises from holding relevant H shares for a consecutive 12-month period, the enterprise income tax shall be exempted according to laws.
Under the current practice of the Hong Kong Inland Revenue Department, no tax is payable in Hong Kong in respect of dividends paid by the Company.
For investors of the Hong Kong Stock Exchange (including enterprises and individuals) investing in the A Shares of the Company listed on the Shanghai Stock Exchange (the "Shanghai Stock Connect"), their dividends will be distributed in RMB by the Company through China Securities Depository and Clearing Corporation Limited to the account of the nominees holding such shares. The Company will withhold and pay income tax at the rate of 10% on behalf of those investors and will report to the tax authorities for the withholding and payment. For investors of Shanghai Stock Connect who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities for the entitlement of the rate under such tax treaty. Upon approval by the tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded.
The record date of shareholdings, the date of distribution of cash dividends and other timing arrangements for the investors of Shanghai Stock Connect will be the same as those for A Shareholders of the Company.
For investors of the Shanghai Stock Exchange and the Shenzhen Stock Exchange (including enterprises and individuals) investing in the H Shares of the Company listed on the Hong Kong Stock Exchange (the "Hong Kong Stock Connect" ), the Company has entered into the Agreement on Distribution of Cash Dividends of H Shares for Hong Kong Stock Connect (《港股通H股股票現金紅利派發協 議》) with China Securities Depository and Clearing Corporation Limited (中國證券登記結算有限 責任公司), pursuant to which, China Securities Depository and Clearing Corporation Limited (中國 證券登記結算有限責任公司), as the nominee of the investors of H Shares through Hong Kong Stock Connect, will receive the cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H Shares through Hong Kong Stock Connect via its depositary and clearing system. The cash dividends for the investors of H Shares through Hong Kong Stock Connect will be paid in Renminbi. According to the relevant requirements under the Notice on Tax Policies concerning the Pilot Program of an Interconnection Mechanism for Transactions in the Shanghai and Hong Kong Stock Markets (Cai Shui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政 策的通知》(財稅[2014]81號)) and the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Cai Shui [2016] No. 127) (《關於深港股票市場交易互 聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)), for dividends received by domestic individual investors of H shares listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax by themselves.
The record date of shareholdings and the date of distribution of cash dividends and other timing arrangements for the investors of Hong Kong Stock Connect will be the same as those for the H Shareholders of the Company.
The Company will withhold and pay the relevant income tax on behalf of the Shareholders in strict accordance with the law or the requirements of the relevant government authorities, and in strict accordance with the register of members of the Company's H Shares on the Record Date. The Company shall not be responsible for and will not accept any claim arising from the untimely or inaccurate determination of the identity of the Shareholders and any dispute over the withholding arrangement. The Company shall not be responsible for any claim or any dispute over the withholding mechanism arising from the failure to determine the identity of the Shareholders in a timely manner or by mistake. For H Shareholders other than those under Hong Kong Stock Connect of the Company, the Company has appointed Computershare Hong Kong Trustees Limited as the Receiving Agent ("Receiving Agent") for the H Shareholders and the interim dividend declared will be paid to the Receiving Agent, who will then pay to the holders of H Shares. Any Director authorised can give instructions to the Receiving Agent and sign the documents to deal with the payment of the interim dividend. For holders of the Company's H shares through Hong Kong Stock Connect, the Company will pay the interim dividend to the Shareholders through the registration and settlement system of China Securities Depository and Clearing Corporation Limited (中國證券登記結算有限責任公司). For H Shareholders of the Company other than those under Hong Kong Stock Connect, the dividend will be paid by the Receiving Agent on or around Friday, December 12, 2025 and the relevant cheques will be sent to the H Shareholders who are entitled to receive such dividend by ordinary post on the same day. The postal risk shall be borne by the recipient.
Details of the payment of the Interim Dividend to A Shareholders and related matters will be announced in due course.
Since the date of the EGM, the Company has dissolved the Supervisory Committee, whose functions and powers as prescribed by laws and regulations shall be exercised by the Audit Committee of the Board, the Rules of Procedures for the Supervisory Committee of Huatai Securities Co., Ltd. has been abolished simultaneously, and the Office of the Supervisory Committee has been removed. The Company hereby expresses sincere gratitude towards all supervisors of the Supervisory Committee for their contribution to the Company's development during their tenure. Supervisors of the Company have each confirmed that they have no disagreement with the Board, and there are no other matters that need to be brought to the attention of the Shareholders.
The H Share Class Meeting originally scheduled to be held at 2:40 p.m. on Friday, October 17, 2025 has been postponed to 10:00 a.m. on Tuesday, October 28, 2025. Please refer to the announcement disclosed by the Company dated October 16, 2025 for details.
Implementation of the matters in relation to the special resolutions No. 2 to No. 4 at the EGM and the special resolutions No. 1 to No. 3 at the A Share Class Meeting is subject to the approval of the H Shareholders attending the postponed H Share Class Meeting to be held at 10:00 a.m. on Tuesday, October 28, 2025.
Shareholders and potential investors are advised to exercise caution with dealing in the securities of the Company.
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires.
"Board" or "Board of the Company"
board of directors of the Company
"Company" joint stock company incorporated in the People's Republic of China with limited liability under the corporate name 華泰證券股份有限公 司 (Huatai Securities Co., Ltd.), converted from its predecessor 華泰 證券有限責任公司(Huatai Securities Limited Liability Company) on December 7, 2007, carrying on business in Hong Kong as "HTSC", and was registered as a registered non-Hong Kong company under Part 16 of the Companies Ordinance under the Chinese approved name of "華泰六 八八六股份有限公司" and English name of "Huatai Securities Co., Ltd."; the H Shares of which have been listed on the main board of The Stock Exchange of Hong Kong Limited since June 1, 2015 (Stock Code: 6886); the A Shares of which have been listed on the Shanghai Stock Exchange since February 26, 2010 (Stock Code: 601688); the global depository receipts of which have been listed on the London Stock Exchange plc since June 2019 (Symbol: HTSC), unless the context otherwise requires, including its predecessor
Huatai Securities Co. Ltd.
October 17, 2025
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