THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Guotai Junan Securities Co., Ltd., you should at once hand this circular and the enclosed proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO., LTD.

(A joint-stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 02611)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at the Banqueting Hall, 2/F, Wyndham Bund East Shanghai Hotel, No. 25, Ningguo Road, Shanghai, PRC at 2:00 p.m. on Tuesday, 12 December 2017 is set out on pages 19 to 20 of this circular.

A proxy form and a reply slip for use at the EGM are enclosed with this circular. Holders of H Shares who intend to attend the EGM by proxy are required to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time designated for the EGM or any adjournment thereof (i.e., by 2:00 p.m. on Monday, 11 December 2017). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjourned meeting should you so wish. Holders of H Shares who intend to attend the EGM in person or by proxy are required to complete and return the reply slip in person, by mail or by fax to Computershare Hong Kong Investor Services Limited on or before Wednesday, 22 November 2017.

27 October 2017

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
APPENDIX	— PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	AND ITS APPENDIX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	19

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below:

“A Share(s)” domestic shares of the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi and are listed for trading on the Shanghai Stock Exchange

“Articles of Association” the articles of association of the Company, as amended from time to time
“Company” Guotai Junan Securities Co., Ltd., a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Hong Kong Stock Exchange under the stock code of 02611 and the A Shares of which are listed on the Shanghai Stock Exchange under the stock code of 601211
“Board of Directors” the board of directors of the Company
“China” or “PRC” the People’s Republic of China, excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“CSRC” the China Securities Regulatory Commission (中國證券監督管理委員會) and its local counterpart(s)
“Director(s)” the director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be held at 2:00 p.m. on Tuesday, 12 December 2017 at the Banqueting Hall, 2/F, Wyndham Bund East Shanghai Hotel, No. 25, Ningguo Road, Shanghai, PRC.
“H Share(s)” ordinary shares in the share capital of the Company with nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” the holder(s) of the shares of the Company

— 1 —

LETTER FROM THE BOARD OF DIRECTORS

國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO., LTD.

(A joint-stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 02611)

Executive Directors

Mr. Yang Dehong (Chairman) Mr. Wang Song Mr. Yu Jian

Registered Office No. 618, Shangcheng Road China (Shanghai) Pilot Free-Trade Zone Shanghai PRC

Non-Executive Directors

Mr. Fu Fan Ms. Liu Ying Mr. Zhong Maojun Mr. Zhou Lei Mr. Wang Yongjian Mr. Xiang Dong Mr. Liu Qiang

Principal Place of Business in Hong Kong

18/F, Tesbury Centre, 28 Queen’s Road East Wanchai Hong Kong

Independent Non-Executive Directors

Mr. Xia Dawei Mr. Shi Derong Mr. Chen Guogang Mr. Ling Tao Mr. Jin Qingjun Mr. Lee Conway Kong Wai

27 October 2017

To the Shareholders,

Dear Sir or Madam,

1. INTRODUCTION

At the EGM, a special resolution will be proposed to approve the proposed amendments to the Articles of Association and its appendix (namely, the Rules of Procedure for Meetings of the Board).

The purpose of this circular is to set out the notice of the EGM and to provide you with details regarding the resolution mentioned above.

— 2 —

LETTER FROM THE BOARD OF DIRECTORS

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Reference is made to the announcements of the Company published on 14 June 2017, 14 July 2017 and 25 August 2017 in relation to proposed amendments to the Articles of Association and/or its appendix (namely, the Rules of Procedure for Meetings of the Board), whereby the Board resolved to amend certain articles in the Articles of Association and the Rules of Procedure for Meetings of the Board (the “ Proposed Amendments ”), subject to Shareholders’ approval at the Company’s general meeting and the approval by / filing with the CSRC.

The Board hereby proposes the EGM to consider and approve the Proposed Amendments by way of a special resolution. The Board also proposes the EGM to authorize the Board to handle the approval/filing procedures with relevant regulatory authorities in relation to the Proposed Amendments, and to make wording adjustments to the Proposed Amendments according to the comments from regulatory authorities, if any. The amended Articles of Association of its appendix will become effective upon the the approval by/filing with the CSRC.

Details of the Proposed Amendments are set forth in the appendix to this circular.

3. THE EGM

Any voting by the Shareholders on any resolution at the EGM shall be taken by poll. There is no Shareholder who is required to abstain from voting in respect of the abovementioned resolution at the EGM.

In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share register of members of the Company will be closed from 12 November 2017 to 12 December 2017 (both days inclusive). Holders of H Shares who wish to attend the EGM are required to deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at or before 4:30 p.m. on 10 November 2017.

— 3 —

LETTER FROM THE BOARD OF DIRECTORS

4. RECOMMENDATION

The Board believes that the abovementioned resolution is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the relevant resolution to be proposed at the EGM.

By Order of the Board Guotai Junan Securities Co., Ltd. Yang Dehong Chairman

— 4 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

	Amendments to the	Amendments to the	Articles of Association	Articles of Association
	Original Articles			Amended Articles
			Addition:
			Article 10
			The Company shall, in accordance with the
			relevant provisions in the Constitution of the
			Communist Party of China (“CPC”),
			establish a CPC organization to carry out
			CPC’s activities. The Company shall provide
			necessary support to facilitate the CPC’s
			activities. The CPC organization shall play
			its core political role in the Company. When
			making decisions on material matters of the
			Company, especially significant operation
			and management matters involving national
			macro-control, national development
			strategies and national security, the board of
			directors shall consider the opinion of the
			CPC organization of the Company first.
			Subsequent provisions to be renumbered in
			order.
Article 11			Article 12
“Senior management” in the Articles of			“Senior management” in the Articles of
Association refers to the president, vice			Association refers to the president, vice
president, chief financial officer, chief			president, chief financial officer, chief risk
compliance officer and secretary to the board			officer, chief compliance officer and secretary
of directors of	the Company, and other		to the board of directors of the Company, and
personnel resolved by the board of directors		to	other personnel resolved by the board of
hold important	positions and obtained		directors to hold important positions and
qualifications approved by securities regulatory			obtained qualifications approved by securities
authorities.			regulatory authorities.

— 5 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Article 13		Article 14
Subject to the approval by the CSRC and the Subject to the approval by the CSRC and the
legal registration, the business scope of the legal registration, the business scope of the
Company is securities brokerage; proprietary Company is securities brokerage;				proprietary
securities trading; securities underwriting and securities trading; securities underwriting and
sponsorship; securities investment consultation; sponsorship; securities investment consultation;
financial advisory in relation to securities financial advisory in relation to securities
trading and securities investment		activities; trading and securities investment		activities;
margin financing and securities lending; agency margin financing and securities lending; agency
sale of securities investment fund; agency sale sale of securities investment fund; agency sale
of financial products; intermediary services to of financial products; intermediary services to
futures firms; stock options market making; and futures firms; stock options market making; and
other businesses approved by the CSRC. other businesses approved by the				CSRC.
According to the laws, administrative According to the laws, administrative
regulations as	well as the relevant rules of regulations as		well as the relevant regulatory
the CSRC, the Company may establish requirements, the Company may establish
subsidiaries to engage in investment business private equity			fund subsidiaries and
such as financial products.		alternative investment subsidiaries to engage
		in private equity fund business		and
		alternative investment business		respectively.

— 6 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Article 120 Article 121 Paragraph 1 The board of directors shall Paragraph 1 The board of directors shall perform the following duties: perform the following duties: (I) to convene general meetings and to report (I) to convene general meetings and to report to shareholders’ general meetings; to shareholders’ general meetings; (II) to implement the resolutions of (II) to implement the resolutions of shareholders’ general meetings; shareholders’ general meetings; (III) to research and formulate the medium and (III) to research and formulate the medium and long-term development plan of the Company; long-term development plan of the Company; (IV) to determine business operation plans and (IV) to determine business operation plans and investment plans of the Company; investment plans of the Company; (V) to formulate annual preliminary and final (V) to formulate annual preliminary and final financial budgets of the Company; financial budgets of the Company; (VI) to formulate the profit distribution plans (VI) to formulate the profit distribution plans and plans for recovery of losses of the and plans for recovery of losses of the Company; Company; (VII) to formulate proposals of the Company (VII) to formulate proposals of the Company regarding increase or reduction of the regarding increase or reduction of the registered capital, issuance of bonds or other registered capital, issuance of bonds or other securities and listing; securities and listing; (VIII) to formulate plans for any substantial (VIII) to formulate plans for any substantial acquisition by the Company, repurchase of the acquisition by the Company, repurchase of the shares or merger, division and change of the shares or merger, division and change of the form and dissolutions of the Company; form and dissolutions of the Company; (IX) to decide on matters relating to the (IX) to decide on matters relating to the Company’s external investment, acquisitions or Company’s external investment, acquisitions or disposal of assets, mortgage of assets, external disposal of assets, mortgage of assets, external guarantee, entrusted wealth management and guarantee, entrusted wealth management and connected transactions as authorized by connected transactions as authorized by shareholders’ general meetings; shareholders’ general meetings; (X) to decide on the establishment of the (X) to decide on the establishment of the Company’s internal management structure; Company’s internal management structure; (XI) to appoint or dismiss the Company’s (XI) to appoint or dismiss the Company’s president, secretary to the board of directors president, secretary to the board of directors , and chief compliance officer and, based on the chief risk officer and chief compliance officer nominations of president, to appoint or dismiss and, based on the nominations of president, to vice presidents, chief financial officer and appoint or dismiss vice presidents, chief other senior management and to determine their financial officer and other senior management remuneration and rewards and penalties; and to determine their remuneration and rewards and penalties;

— 7 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

(XII) to decide on the proposals for the	(XII) to decide on the proposals for the	(XII) to decide on the proposals for the	(XII) to decide on the proposals for the
establishment of subsidiaries;		establishment of subsidiaries;
(XIII) to formulate the basic management		(XIII) to	formulate the basic management
system of the Company;		system of the Company;
(XIV) to formulate proposals for any		(XIV) to	formulate proposals for any
amendments to the Articles of Association;		amendments to the Articles of Association;
(XV) to manage the disclosure of information		(XV) to manage the disclosure of information
of the Company;		of the Company;
(XVI) to propose to shareholders’ general		(XVI) to	propose to shareholders’ general
meetings the appointment or change of	the	meetings	the appointment or change of the
accounting firm acting as the auditor of the		accounting firm acting as the auditor of the
Company;		Company;
(XVII) to hear the work report of the		(XVII) to hear the work report of the
Company’s president and special committees		Company’s president and special committees
under the board of directors and to review the		under the board of directors and to review the
work of the Company’s president and special		work of the Company’s president and special
committees under the board of directors;		committees under the board of directors;
(XVIII) any other powers as conferred	by the	(XVIII) to assume ultimate responsibility for
laws, administrative regulations, departmental		the effectiveness of the compliance
rules and the Articles of Association.		management and overall risk management of
		the Company, and perform the respective
		duties;
		(XIX) to	determine the compliance
		management objectives of the Company, and
		perform	the following compliance
		management duties: consider and approve
		the basic compliance management rules;
		consider	and approve the annual compliance
		report; establish the mechanism for direct
		communication with the person responsible
		for compliance; evaluate the effectiveness of
		compliance management; and supervise the
		resolution of problems existing in compliance
		management; and
		(XX) any other powers as conferred by the
		laws, administrative regulations, departmental
		rules and the Articles of Association.

— 8 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Article 125		Article 126
Paragraph 3 The external investment referred to		Paragraph 3	The external investment referred to
in this Article shall exclude transactions arising		in this Article shall exclude transactions arising
from proprietary trading of securities,		from proprietary trading of securities,
underwriting and listing sponsoring	of	underwriting and listing sponsoring of
securities, asset management, direct	investment	securities, asset management, private equity,
and other ordinary operating activities.		alternative	investment business and other
		ordinary operating activities.
Article 141		Article 142
Paragraph 1 The president shall be accountable		Paragraph 1	The president shall be accountable
to the board of directors and perform the		to the board of directors and perform the
following duties:		following duties:
(I) to be in charge of the Company’s		(I) to be in	charge of the Company’s
production, operation and management, to		production,	operation and management, to
organize and implement the resolutions of the		organize and implement the resolutions of the
board of directors and to report his/her work to		board of directors and to report his/her work to
the board of directors;		the board of directors;
(II) to organize and implement the Company’s		(II) to organize and implement the Company’s
annual plan and investment scheme;		annual plan	and investment scheme;
(III) to draft the plan for establishment of the		(III) to draft the plan for establishment of the
internal management departments of	the	internal management departments of the
Company;		Company;
(IV) to establish the Company’s basic		(IV) to establish the Company’s basic
management system;		management system;
(V) to formulate basic rules and regulations for		(V) to formulate basic rules and regulations for
the Company;		the Company;
(VI) to recommend the appointment	or	(VI) to recommend the appointment or
dismissal of vice presidents, chief financial		dismissal of	vice presidents, chief financial
officer and other senior management except the		officer and other senior management except the
secretary to the board of directors and chief		secretary to	the board of directors, chief risk
compliance officer;		officer and	chief compliance officer;
(VII) to decide the appointment or dismissal of		(VII) to decide the appointment or dismissal of
management members other than those required		management members other than those required
to be appointed or dismissed by the	board of	to be appointed or dismissed by the board of
directors;		directors;
(VIII) other duties granted by the Articles of		(VIII) other	duties granted by the Articles of
Association or the board of directors.		Association	or the board of directors.

— 9 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

	Article 147	Article 148	Article 148
	The Company shall have a chief compliance	The Company shall have a chief compliance
	officer. The chief compliance officer shall be in officer. The chief compliance officer shall be in
	charge of the compliance of the Company and	charge of the compliance of the Company and
	shall examine, supervise and inspect the	shall examine, supervise and inspect the
	compliance of the operation and management	compliance of the operation and management
	practice of the Company and its staff. The	and practice of the Company and its staff. The
	chief compliance officer shall not concurrently	chief compliance officer shall not concurrently
	hold other positions the duties of which are in	hold other positions the duties of which are in
	conflict with those of the compliance	conflict with those of the compliance
	management and shall not concurrently take	management and shall not concurrently take
	charge of the department the duties of which	charge of the department the duties of which
	are in conflict with those of the compliance	are in conflict with those of the compliance
	management. The chief compliance officer	management.
	shall be appointed or removed by the board
	of directors.
	Article 148	Article 149
	The candidate for chief compliance officer shall The candidate for chief compliance officer shall
	satisfy the qualifications required by relevant	satisfy the qualifications required by relevant
	laws, regulations and rules. For the	laws, regulations and rules. For the
	appointment of chief compliance officer, the	appointment of chief compliance officer, the
	Company shall file relevant documents as	Company shall file his/her resume and the
	required by the China Securities Regulatory	relevant certification materials to the
	Commission or its local branch in the place	relevant local office of the CSRC. The chief
	where the Company is domiciled. The chief	compliance officer shall not take office until
	compliance officer shall not take office until	the approval is obtained. For the dismissal of
	the approval is obtained. For the dismissal of	chief compliance officer, the Company shall
	chief compliance officer, the Company shall	provide proper reasons and shall file a written
	provide proper reasons and shall, within three	report with reasons for the dismissal to the
	business days from the date of dismissal, file a relevant local office of the CSRC 10 business
	written report with facts and reasons for the	days before the convocation of the relevant
	dismissal to the China Securities Regulatory	board meeting.
	Commission or its local branch in the place
	where the Company is domiciled.

— 10 —

APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Addition: Article 150 If the chief compliance officer is not able to perform his/her duties or a vacancy exists, the chairman or the president shall perform duties on his/her behalf, and file a written report to the relevant local office of the CSRC within 3 working days from the date of the decision. The duration of performing duties on his/her behalf shall not exceed 6 months. If a vacancy exists for the chief compliance officer, the Company shall engage a person who meets the requirements of the regulations within 6 months to act as the chief compliance officer. The chief compliance officer shall submit an application to the board of directors one month in advance for resignation and report to the relevant local office of the CSRC. The compliance officer shall not cease to perform his/her duties until the resignation application is approved.

— 11 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Article 149

Article 151

The chief compliance officer shall be accountable to and report work to the board of directors internally and report the compliance status of the Company to the regulatory authority externally.The chief compliance officer shall primarily perform the following duties:

The chief compliance officer shall be accountable to and report work to the board of directors internally and report the compliance status of the Company to the regulatory authority externally. The chief compliance officer shall primarily perform the following duties:

(I) to conduct compliance examinations on the Company in respect of its internal management system, major decisions, new products and new business schemes, and issue written compliance examination opinions; and conduct compliance examinations and sign his/her express opinions on application materials or reports submitted by the Company in accordance with the requirements of the securities regulatory authorities;

(II) to review, supervise and examine the Company and its staff in respect of the compliance of their operation, management and practice , and make regular or occasional examinations;

(III) to arrange the implementation of the anti-money laundering system and information firewall system, provide compliance advice and organize compliance training, and deal with the complaints and reports regarding the Company and its staff in respect of their behaviors in violation of laws and regulations;

(IV) in the event that the chief compliance officer discovers that the Company is in violation of certain laws and regulations or there is a potential risk of non-compliance, he shall promptly report to the board of directors and the supervisory committee, and to the China Securities Regulatory Commission or its local branch and the competent self-discipline organization in the place where the Company is domiciled in accordance with regulatory requirements and urge prompt rectification;

(I) to organize the drafting of the basic compliance management rules and other compliance management rules, and supervise the subordinate units to implement;

(II) to conduct compliance examinations on the Company in respect of its internal management system, major decisions, new products and new business schemes, and issue written compliance examination opinions; and conduct compliance examinations and sign his/her express opinions on application materials or reports submitted by the Company in accordance with the requirements of the securities regulatory authorities;

(III) to supervise and inspect the Company and its staff in respect of the compliance of their operation, management and practice;

(IV) to assist the board of directors and senior management in establishing and implementing the information firewall, interest conflict management and anti-money laundering system; to provide compliance advice and organize compliance training; and to guide and supervise the relevant departments to deal with the complaints and reports regarding the Company and its staff in respect of their behaviors in violation of laws and regulations;

— 12 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

(V) to make recommendations to the board of	(V) in the event that the chief compliance	(V) in the event that the chief compliance
directors or senior management and monitor the	officer discovers that the Company is in
relevant departments to evaluate the impact on	violation of certain laws and regulations or
compliance management as well as make	there is	a potential risk of non-compliance, he
corresponding amendments or adjustments to	shall promptly report to the board of directors,
relevant management systems and workflows	the supervisory committee and the major person
where any law, regulation and standard	in charge of operation and management, and to
changes;	the relevant dispatched office of the CSRC and
	the competent self-discipline organization in
(VI) to perform other duties stipulated by the	accordance with regulatory requirements and
relevant regulations and the Articles of	urge prompt rectification;
Association of the Company and conferred by
the board of directors.	(VI) to make recommendations to the board of
	directors or senior management and monitor the
	relevant	departments to evaluate the impact on
	compliance management as well as make
	corresponding amendments or adjustments to
	relevant	management systems and workflows
	where any law, regulation and standard
	changes;
	(VII) to timely deal with the matters
	regulatory authorities require to investigate,
	cooperate with regulatory authorities in
	examinations and investigations, and follow
	up with	the implementation of regulatory
	advice and regulatory requirements;
	(VIII) to perform other duties stipulated by the
	relevant	regulations and the Articles of
	Association of the Company and conferred by
	the board of directors.
	Addition:
	Article	152
	The Company shall appoint a chief risk
	officer to be in charge of the comprehensive
	risk management. The chief risk officer shall
	not concurrently hold other positions or
	concurrently take charge of any departments,
	the duties of which are in conflict with
	his/her	duties as chief risk officer. The chief
	risk officer shall be appointed or removed by
	the board of directors.

— 13 —

APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Addition: Article 155 The senior management shall take charge of implementing the compliance management objectives, assume the responsibility for compliance operation, and perform the following compliance management duties: (I) to establish and improve the organizational structure of compliance management, follow compliance management procedures, employ adequate and appropriate compliance managers, and provide sufficient human resources, material resources, financial resources and technical support and guarantee for their performance of duties; (II) to report and make rectifications of the violations of certain laws and regulations found, and implement the accountability.

— 14 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Article 162		Article 166	Article 166
Paragraph 1 The Supervisory Committee shall		Paragraph 1 The Supervisory Committee shall
be accountable to the shareholders’ general		be accountable to the shareholders’ general
meeting and shall perform the following duties:		meeting and shall perform the following duties:
(I) to review the Company’s periodical reports		(I) to review the Company’s periodical reports
prepared by the board of directors and to		prepared by the board of directors and to
provide comments in writing;		provide comments in writing;
(II) to review the Company’s financial		(II) to	review the Company’s financial
condition;		condition;
(III) to supervise the conducts of the directors		(III) to supervise the conducts of the directors
and senior management in discharge of their		and senior management in discharge of their
duties and to advise on the dismissal of any		duties	and to advise on the dismissal of any
director and senior management who are in		director and senior management who are in
breach of laws, administrative regulations, the		breach of laws, administrative regulations, the
Articles of Association or resolutions of the		Articles of Association or resolutions of the
shareholders’ general meetings;		shareholders’ general meetings, and assume
		the primary or leadership responsibility for
(IV) to demand rectification from the directors		the occurrence of the major risk of
and senior management of the Company where		non-compliance;
their conducts are detrimental to the interests
of the Company;		(IV) to demand rectification from the directors
		and senior management of the Company where
(V) to propose to convene an extraordinary		their conducts are detrimental to the interests
general meeting, and to convene and preside		of the	Company;
over the shareholders’ general meeting where
the board of directors fails to perform its	duties	(V) to	propose to convene an extraordinary
to convene or preside over a shareholders’		general meeting, and to convene and preside
general meeting as required under the Company		over the shareholders’ general meeting where
Law;		the board of directors fails to perform its duties
		to convene or preside over a shareholders’
(VI) to propose motions at a shareholders’		general meeting as required under the Company
general meeting;		Law;
(VII) to take legal actions against directors and		(VI) to propose motions at a shareholders’
senior management in accordance with Article		general meeting;
152 of the Company Law;
		(VII) to take legal actions against directors and
		senior	management in accordance with Article
		152 of the Company Law;

— 15 —

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

(VIII) to examine the financial	(VIII) to examine the financial	(VIII) to examine the financial	(VIII) to examine the financial	information
such as the financial reports, business reports		such as the financial reports, business reports
and plans for profit distribution to be submitted		and plans for profit distribution to be submitted
by the board of directors to the shareholders’		by the board of directors to the shareholders’
general meetings, to conduct investigations		general meetings, to conduct investigations
whenever queries or unusual conditions in the		whenever queries	or unusual conditions in the
operation of the Company arise and, if		operation of the Company arise and, if
necessary, to engage professional institutions		necessary, to engage professional institutions
such as accounting firms and law firms to		such as accounting firms and law firms to
assist in their work with expenses to be borne		assist in their work with expenses to be borne
by the Company;		by the Company;
(IX) other duties	as stipulated by laws,	(IX) to be responsible for supervising the
administrative regulations, statutory documents		compliance management and comprehensive
and the Articles of Association.		risk management, and supervising the
		performance of duties of the board of
		directors and management in		respect of the
		compliance management and comprehensive
		risk management and procuring any
		rectification thereof;
		(X) other duties as stipulated by laws,
		administrative regulations, statutory documents
		and the Articles of Association.

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APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Article 199 Article 203 The Company is required to distribute each The Company is required to distribute each year’s after-tax profits in the following order: year’s after-tax profits in the following order: (I) to make up for the losses incurred in the (I) to make up for the losses incurred in the previous year; previous year; (II) to allocate 10% of its profits into its (II) to allocate 10% of its profits into its statutory reserve fund of the Company; statutory reserve fund of the Company; (III) to allocate no less than 10% of its (III) to allocate no less than 10% of its after-tax profits into reserve for general risk to after-tax profits into reserve for general risk to make up for the losses and no less than 10% of make up for the losses and no less than 10% of its after-tax profits into transaction risk reserve its after-tax profits into transaction risk reserve to make up for the deficit of securities trading to make up for the deficit of securities trading in accordance with laws, regulations or in accordance with laws, regulations or regulatory requirements; regulatory requirements; (IV) to allocate no less than 10% of its (IV) subject to resolutions adopted at a after-tax profits into its discretionary reserve shareholders’ general meeting, to withdraw fund if so resolved by the shareholders’ discretionary common reserve from after-tax general meeting; profit; (V) pay dividends to shareholders. (V) pay dividends to shareholders; When the cumulated amount of the statutory When the cumulated amount of the statutory reserve fund of the Company has reached 50% reserve fund of the Company has reached 50% or more of its registered capital, no further or more of its registered capital, no further allocations is required. allocations is required. After making up for the losses and making After making up for the losses and making contributions to the common reserve fund, contributions to the common reserve fund, statutory reserve fund and discretionary reserve statutory reserve fund and discretionary reserve fund, any remaining after-tax profits shall be fund, any remaining after-tax profits shall be distributed to the shareholders in proportion to distributed to the shareholders in proportion to their respective shareholdings, except it is their respective shareholdings, except it is stipulated in the Articles of Association of the stipulated in the Articles of Association of the Company that profit distributions shall not be Company that profit distributions shall not be made in accordance with the shareholding made in accordance with the shareholding proportion. If the shareholders’ general meeting proportion. has, in violation of the provisions of the preceding paragraphs, distributed profits to the If the shareholders’ general meeting has, in shareholders before the Company has made up violation of the provisions of the preceding for its losses and made allocations to the paragraphs, distributed profits to the statutory reserve fund and statutory reserve shareholders before the Company has made up fund, the shareholders must return the profits for its losses and made allocations to the distributed in violation of the provision to the statutory reserve fund and statutory reserve Company. fund, the shareholders must return the profits distributed in violation of the provision to the No profits shall be distributed in respect of the Company. shares held by the Company. No profits shall be distributed in respect of the shares held by the Company.

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APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

Amendments to the Rules of Procedure for Meetings of the Board	Amendments to the Rules of Procedure for Meetings of the Board	Amendments to the Rules of Procedure for Meetings of the Board	Amendments to the Rules of Procedure for Meetings of the Board	Amendments to the Rules of Procedure for Meetings of the Board
Original Articles			Amended Articles
Article 4			Article 4
The Company’s annual donation amounts take			The Company’s annual donation amounts take
RMB5 million as	the base, calculation formula		RMB5 million as the base, calculation formula
of the annual donation amounts		is the base plus	of the annual donation amounts is the base plus
thousandth net profit attributable to the			thousandth operating income	in the audited
parent company’s shareholders in the audited			combined financial statements	of the Company
combined financial statements of the Company			for the previous year, if the accumulated annual
for the previous year, if the accumulated annual			donation amounts exceed the amounts
donation amounts	exceed the amounts		calculated based on the aforesaid calculation
calculated based on the aforesaid calculation			formula, subject to the review	and approval by
formula, subject to the review and approval by			the shareholders at a shareholders’ general
the shareholders at a shareholders’ general			meeting. The external donation whose
meeting. The external donation		whose	lump-sum donation amounts are RMB3 million
lump-sum donation amounts are RMB3 million			or above will be reviewed by	the chairman and
or above will be reviewed by the chairman and			report to the board of directors for approval;
report to the board of directors		for approval;	the one below the aforesaid standard will be
the one below the	aforesaid standard will be		approved by the chairman.
approved by the chairman.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO., LTD.

(A joint-stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 02611)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Guotai Junan Securities Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Tuesday, 12 December 2017 at the Banqueting Hall, 2/F, Wyndham Bund East Shanghai Hotel, No. 25, Ningguo Road, Shanghai, PRC, to consider and, if thought fit, pass the following matter:

SPECIAL RESOLUTION

The proposed amendments to the articles of association of the Company and its appendix (namely, the Rules of Procedure for Meetings of the Board).

By Order of the Board Guotai Junan Securities Co., Ltd. Yang Dehong Chairman

Shanghai, the PRC

27 October 2017

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

(1) Purchasers of shares who have submitted their instruments of share transfer to the H share registrar of the Company and registered as a shareholder on the H share register of members of the Company before 4:30 p.m. on 10 November 2017 are entitled to attend the EGM. The H share register of members of the Company will be closed from 12 November 2017 to 12 December 2017 (both days inclusive).
(2) Shareholders of H Shares who are entitled to attend and vote at the EGM may designate one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a shareholder of the Company.

To be valid, the proxy form together with the power of attorney (if any) and other relevant authorization document(s) (if any) which have been notarized shall be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time designated for the EGM (i.e., by 2:00 p.m. on Monday, 11 December 2017). Completion and return of the proxy form will not preclude the shareholders of H shares from attending and voting at the EGM or any adjourned meeting should they so wish.

The address of the H share registrar of the Company is as follows:

Computershare Hong Kong Investor Services Limited 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

(3) Any voting on any resolution at the EGM shall be taken by poll.
(4) Registration procedures for attending the EGM are as follows:
(a) holders of H shares or their proxies shall present proof of identity when attending the EGM. If a holder of H share is a corporate entity, its legal representative or other persons authorized by the board of directors or other governing body of such corporate entity may attend the EGM by producing a copy of the resolutions of the board of directors or other governing body of such corporate entity designating such persons to attend the EGM.
(b) holders of H shares who intend to attend the EGM shall return the reply slips for attending the meeting to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, in person, by mail or by fax on or before Wednesday, 22 November 2017.
(5) The EGM is expected to last for half a day. Shareholders attending (in person or by proxy) the EGM shall be responsible for their own travel and accommodation expenses.
(6) Please refer to the circular of the EGM dated 27 October 2017 for the details of the above resolution to be proposed at the EGM for consideration and approval.

As at the date of this notice, the executive directors of the Company are Mr. YANG Dehong, Mr. WANG Song and Mr. YU Jian; the non-executive directors of the Company are Mr. FU Fan, Ms. LIU Ying, Mr. ZHONG Maojun, Mr. ZHOU Lei, Mr. WANG Yongjian, Mr. XIANG Dong and Mr. LIU Qiang; and the independent non-executive directors of the Company are Mr. XIA Dawei, Mr. SHI Derong, Mr. CHEN Guogang, Mr. LING Tao, Mr. JIN Qingjun and Mr. Lee Conway Kong Wai.

— 20 —

AI assistant

Guotai Haitong Securities Co., Ltd. — Proxy Solicitation & Information Statement 2017

50713_rns_2017-10-27_97d3c7b4-3c3d-4a34-9264-2403ca1d9dbb.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO., LTD.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX AND NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO., LTD.

(Stock Code: 02611)

Executive Directors

Non-Executive Directors

Principal Place of Business in Hong Kong

Independent Non-Executive Directors

1. INTRODUCTION

LETTER FROM THE BOARD OF DIRECTORS

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

3. THE EGM

4. RECOMMENDATION

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

國泰君安証券股份有限公司 GUOTAI JUNAN SECURITIES CO., LTD.

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

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Guotai Haitong Securities Co., Ltd. Proxy Solicitation & Information Statement 2017