Guotai Haitong Securities Co., Ltd. — Proxy Solicitation & Information Statement 2019

Sep 26, 2019

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)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 11 NOVEMBER 2019

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Number of H shares in connection with this proxy form (Note 1)

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I/We (Note 2) ,

of

,

being the registered holder(s) of H shares in the share capital of Guotai Junan Securities Co., Ltd. (the “ Company ”), hereby designate (Note 3)

of , or

failing him/her, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the extraordinary general meeting of the Company to be held at 2:00 p.m. on Monday, 11 November 2019 at the Shanghai Hall, 3/F, Wyndham Bund East Shanghai Hotel, No. 25, Ningguo Road, Shanghai, PRC (the “ EGM ”) and any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated in the appropriate boxes below. In absence of any indication, the proxy may vote for or against the resolution or to abstain at his/her own discretion.

Ordinary Resolution (by means of cumulative voting)For(Note 4)Against(Note 4)Abstained(Note 4)1.To consider and approve the proposed appointment of an executiveDirector and a non-executive Director of the Company.1.1To consider and approve the proposed appointment of Mr. HE Qing as anexecutive Director of the Company.1.2To consider and approve the proposed appointment of Mr. AN Hongjun asa non-executive Director of the Company.

Date:

Signature(s) (Note 5) :

Note:

1. If no number is inserted, this proxy form will be deemed to relate to all the H shares of the Company registered in your name(s).

2. Please insert your full name(s) and address(es) as registered in the Company’s H share register of members in BLOCK CAPITALS .

3. Please insert the name and address of the proxy. If no name is inserted, the Chairman of the EGM will act as your proxy. A shareholder may designate one or more proxies to attend and vote at the meeting on his/her behalf. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you. Any alteration made to this proxy form must be initialed by the person who signs it.

4. In relation to the resolutions No. 1:

Pursuant to the articles of association of the Company, the decision of such proposal shall be made by way of cumulative voting. The total number of votes entitled for each share held by you shall be equivalent to the number of directors to be elected under the group of proposal. For example, in respect of resolution No. 1.1 and No. 1.2 above, if you hold 100 shares, and the number of directors to be elected is 2, the total number of shares for which you have the voting rights under resolution No. 1.1 and No. 1.2 will be 200 shares (i.e. 100 shares x 2=200 shares). You may cast your votes on one candidate or on different candidates in any combination.

Please note with particulars attention that, when the total number of votes cast by you on some candidates of directors exceeds the total number of votes to which you are entitled, all the votes cast by you shall be invalid and you shall be deemed to be abstained from voting; when the total number of votes cast by you for some candidates of directors are less than the total number of votes to which you are entitled, the votes cast by you shall be valid and the votes not cast shall be deemed to have been waived by you.

1. This proxy form must be signed by you, or your attorney duly authorized in writing or, in the case of a corporation as a shareholder, must either be executed under its common seal or under the hand of its legal representative, director(s) or duly authorized attorney(s).

2. To be valid, this completed and signed proxy form together with the power of attorney (if any) and other authorization document (if any) which have been notarized must be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by not less than 24 hours before the time designated for the EGM (i.e., by 2:00 p.m. on Sunday, 10 November 2019) or any adjournment thereof (as the case may be).

3. Please refer to the circular of the Company dated 26 September 2019 for the details of the above resolution to be proposed at the EGM for consideration and approval. 8. In the case of joint shareholders, any one of such persons may vote at the meeting, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto. If more than one of such joint shareholders attend the meeting, either in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such shares shall be accepted to the exclusion of the vote(s) of the other joint shareholder(s).