Guotai Haitong Securities Co., Ltd. — Proxy Solicitation & Information Statement 2021

Nov 4, 2021

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

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 THE 2021 FIRST H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a H Share class meeting (the “ H Share Class Meeting ”) of Guotai Junan Securities Co., Ltd. (the “ Company ”) will be held on Thursday, 25 November 2021 at Second Floor, City Hotel Shanghai, No. 5-7 South Shaanxi Road, Shanghai, the PRC, at 3:00 p.m. or immediately after the conclusion of the 2021 first extraordinary general meeting of the Company and the 2021 first A Share class meeting (or any adjournment thereof) (whichever is later) to consider and, if thought fit, pass the following matter:

SPECIAL RESOLUTION

1. To consider and approve the resolution on the repurchase and cancellation of part of the Restricted A Shares.

By Order of the Board Guotai Junan Securities Co., Ltd. HE Qing Chairman

Shanghai, PRC 5 November 2021

As at the date of this notice, the executive directors of the Company are Mr. HE Qing, Mr. WANG Song and Mr. YU Jian; the non-executive directors of the Company are Mr. LIU Xinyi, Ms. GUAN Wei, Mr. ZHONG Maojun, Mr. CHEN Hua, Mr. WANG Wenjie, Mr. ZHANG Zhan and Mr. AN Hongjun; and the independent non-executive directors of the Company are Mr. XIA Dawei, Mr. DING Wei, Mr. LI Renjie, Mr. BAI Wei and Mr. LEE Conway Kong Wai.

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Notes:

• (1) In order to determine H Shareholders’ entitlement to attend the H Share Class Meeting, the H Share register of members of the Company will be closed from Monday, 22 November 2021 to Thursday, 25 November 2021 (both days inclusive), during which period no share transfer will be registered. In order for H Shareholders to be qualified for attending the H Share Class Meeting, all share certificates together with the share transfer documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Tel: (852) 2862 8555), by 4:30 p.m. on Friday, 19 November 2021. H Shareholders who are registered with Computershare Hong Kong Investor Services Limited on Thursday, 25 November 2021 are entitled to attend the H Share Class Meeting.

• (2) Shareholders of H Shares who are entitled to attend and vote at the H Share Class Meeting may designate one or more proxies to attend and vote at the H Share Class Meeting 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 H Share Class Meeting (i.e., by 3:00 p.m. on Wednesday, 24 November 2021). Completion and return of the proxy form will not preclude the shareholders of H Shares from attending and voting at the H Share Class Meeting should they so wish.

The address of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Fax: (852) 2865 0990).

• (3) Any voting on any resolution at the H Share Class Meeting shall be taken by poll.

• (4) In case of joint Shareholders, if more than one of them are presented at the meeting, either in person or by proxy, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint Shareholders. For this purpose, seniority shall be determined by the order in which the names of the joint Shareholders stand in the register of members of the Company in respect of the joint shareholding.

• (5) The H Share Class Meeting is expected to last for half a day. Shareholders attending (in person or by proxy) the H Share Class Meeting shall be responsible for their own travel and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the general meeting.

• (6) Please refer to the circular of the Company dated 5 November 2021 for the details of the above resolution to be proposed at the H Share Class Meeting for consideration and approval.

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