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Huatai Securities Co., Ltd

AGM Information Oct 28, 2025

10502_agm-r_2025-10-28_36670971-4cfb-4698-8601-77be8d908d8e.pdf

AGM Information

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POLL RESULTS OF THE 2025 SECOND H SHARE CLASS MEETING; AND APPROVAL AND EFFECTIVENESS OF THE ARTICLES OF ASSOCIATION

2025 SECOND H SHARE CLASS MEETING

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"), the notice of the EGM and the notice of the H Share Class Meeting of the Company dated September 26, 2025, the announcement dated October 16, 2025 in relation to the postponement of the 2025 Second H Share Class Meeting and the poll results announcement dated October 17, 2025 in relation to the 2025 First Extraordinary General Meeting and the 2025 Second A Share Class Meeting. 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 H Share Class Meeting (the "Meeting") was held at 10:00 a.m. on Tuesday, October 28, 2025 by way of on-site meeting at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC. The Meeting was convened by the Board and chaired by Mr. Zhang Wei, the Chairman of the Board. Mr. Zhang Wei and Ms. Wang Ying as executive Directors; Mr. Ding Feng as a non-executive Director; 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 Meeting. Mr. Zhou Yi as an executive Director; and Mr. Chen Zhongyang, Mr. Ke Xiang, Mr. Jin Yongfu and Mr. Zhang Jinxin as non-executive Directors, were unable to attend the Meeting due to work arrangements. Certain senior management and the secretary to the Board of the Company attended the Meeting.

I. VOTING ARRANGEMENT

Voting for each of the resolutions submitted to the Meeting was conducted by poll. Holders of H Shares were entitled to attend the H Share Class Meeting in person or by proxy and vote thereon. The convening, procedures and voting methods of the Meeting 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.

II. H SHARE CLASS MEETING

As at the record date of shareholdings for the H Share Class Meeting, the Company had 1,719,045,680 H Shares in issue, the holders of which were entitled to attend the H Share Class Meeting and vote for, against or abstain from voting on the resolutions proposed at the 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 H Shareholders to cast vote on the proposed resolutions at the H Share Class Meeting. There were no Shares held by any holder of H Shares which entitled the holder to attend the H Share Class Meeting but the holder shall abstain from the right of voting in favor of the proposed resolutions pursuant to Rule 13.40 of the Listing Rules and no holder of H Shares was required to abstain from voting pursuant to the Listing Rules. No party had stated his/her/its intention in the Circular to vote against or abstain from voting on any proposed resolutions.

Computershare Hong Kong Investor Services Limited, the Company's H share registrar, one representative from the Shareholders and King & Wood Mallesons were appointed as the scrutineers for vote-taking at the H Share Class Meeting.

ATTENDANCE OF THE H SHARE CLASS MEETING

Details of attendance at the H Share Class Meeting are as follows:

Total number of Shareholders and authorised proxies who have attended
and vote at the H Share Class Meeting
1
Total number of the Shares with voting rights held by the Shareholders
attending the H Share Class Meeting (number of shares)
986,459,416
Percentage of the total number of the Shares with voting rights held by
Shareholders attending the H Share Class Meeting to the total number of
issued H Shares (%)
57.384130

POLL RESULTS OF THE H SHARE CLASS MEETING

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.
948,683,716
96.170577
37,775,300
3.829382
400
0.000041
2. To consider and approve the amendments
to the Rules of Procedure for General
Meeting of Huatai Securities Co., Ltd.
948,683,716
96.170577
37,775,300
3.829382
400
0.000041
3. To consider and approve the amendments
to the Rules of Procedure of the Board
Meetings of Huatai Securities Co., Ltd.
986,458,615
99.999919
401
0.000041
400
0.000041

Notes:

    1. For counting the result of the resolutions, all the numbers of votes For, Against and Abstain were deemed to have exercised voting rights.
    1. Any discrepancies in the above table between part of the total shown and the sum of the breakdown figures are due to rounding.

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 H Share Class Meeting.

No resolution was voted against or amended at the H Share Class Meeting. Please refer to the Circular for details of the relevant resolutions.

III. LAWYER'S CERTIFICATION

King & Wood Mallesons, the PRC legal adviser to the Company, considered that the convening and the procedures of the Meeting 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 Meeting are lawful and valid, and the voting process and poll results of the Meeting are lawful and valid.

APPROVAL AND EFFECTIVENESS OF THE ARTICLES OF ASSOCIATION

References are made to the announcement of the Company dated August 29, 2025 and the Circular dated September 26, 2025 in relation to, among other things, the proposed amendments to the Articles of Association. Given that the Notice on Implementation of the Mandatory Provisions of Articles of Association of Companies that List Overseas (《關於執行<到境外上市公司章程必備條款>的通 知》) has been abolished, and the newly revised Company Law of the People's Republic of China (《 中華人民共和國公司法》) has taken into effect, the Company proposes to amend certain articles of the existing Articles of Association (the "Proposed Amendments") in accordance with the relevant requirements of relevant laws, regulations and normative documents, such as the currently effective Securities Law of the People's Republic of China (《中華人民共和國證券法》), the Measures for the Supervision and Administration of Directors, Supervisors, Senior Management Officers and Practitioners of Securities Fund Operating Institutions (《證券基金經營機構董事、監事、高級管理 人員及從業人員監督管理辦法》), the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Corporate Governance Rules for Securities Companies (《證券公司治理準則》), the Code of Corporate Governance for Listed Companies (《上 市公司治理準則》), the Guidelines for the Articles of Association of Listed Companies (《上市公司 章程指引》) of the CSRC, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (《上海證券交易所股票上市規則》) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Implementation Rules for the Integrity Practices of Securities Firms and Their Staff (《證券經營機構及其工作人員廉潔從業實施細則》), the Securities Industry Code of Conduct (《證券行業誠信準則》) and the Regulation on Comprehensive Risk Management of Securities Companies (《證券公司全面風險管理規範》) of the Securities Association of China, as well as the actual situation of the Company. Meanwhile, it is proposed to authorize the management of the Company to handle matters such as the filing of the Proposed Amendments.

The Board hereby further announces that the Proposed Amendments have been formally approved by the Shareholders at the EGM, the A Share Class Meeting and the Meeting and become effective from October 28, 2025.

Please refer to the Circular for details of the Proposed Amendments. The full text of the amended Articles of Association has been published on the HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.htsc.com.cn).

DEFINITION

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 28, 2025

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