Huatai Securities Co., Ltd. - Proxy Solicitation & Information Statement 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in the Company , you should at once hand this Circular together with the accompanying form of proxy and reply slip to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

(A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name 華泰證券股份有限公司 and carrying on business in Hong Kong as HTSC) (Stock Code: 6886)

(1) APPOINTMENT OF NON-EXECUTIVE DIRECTOR

(2) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

(3) APPOINTMENT OF SUPERVISOR

(4) ADOPTION OF STOCK REMUNERATION PLAN

(5) GRANT OF MANDATE TO ISSUE DOMESTIC DEBT FINANCING INSTRUMENTS

AND SECOND NOTICE OF THE EGM

A notice convening the EGM of the Company to be held at Zhongfu Hall, 6th Floor, Nanjing Hanyuelou Hotel, No.235 Middle Jiangdong Road, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, 9 October 2015 at 1:30 p.m. is set out on pages 15 to 18 of this Circular.

The reply slip and the form of proxy for the EGM have been despatched on Tuesday, 25 August 2015 and have also been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk). If you are not able to attend the EGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM and deposit it together with the notarized power of attorney or other document of authorization with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Share). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so desire.

Shareholders of the Company intending to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Share) on or before Friday, 18 September 2015.

16 September 2015

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SECOND NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

In this Circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“A Share(s) ”	domestic shares of our 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
“A Shareholer(s) ”	holder(s) of A Shares
“Articles of Association”	the articles of association of our Company, as amended from time to time
“Board”	the board of directors of our Company
“Company”	a 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 our predecessor華泰證券有限責任公司
	(Huatai Securities Limited Liability Company) on 7 December 2007, carrying
	on business in Hong Kong as “HTSC”, and was registered as a 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” (as a result of being served a notice
	by the Registrar of Companies pursuant to Section 780 under the Companies
	Ordinance) and English name of “Huatai Securities Co., Ltd.”; the A shares of
	which are listed on the Shanghai Stock Exchange on 26 February 2010 (Stock
	Code: 601688)
“CSRC”	the China Securities Regulatory Commission (中國證券監督管理委員會)
“Director(s)”	the director(s) of our Company
“EGM”	the first extraordinary general meeting in 2015 to be held by the Company on
	Friday, 9 October 2015
“Group”	the Company and its subsidiaries
“H Share(s) ”	overseas listed foreign shares in the share capital of the Company with nominal
	value of RMB1.00 each, which are subscribed for and traded in HK dollars and
	are listed on the Hong Kong Stock Exchange
“Hong Kong” or “HK”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange”
“Listing Rules”	Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
	Limited
“PRC” or “China”	the People’s Republic of China, excluding for the purposes of this Circular,
	Hong Kong, Macau and Taiwan

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DEFINITIONS

“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Share(s)” the ordinary share(s) of RMB1.00 each in the share capital of the Company “Shareholder(s)” the shareholder(s) of the Company “Supervisor(s)” the supervisor(s) of the Company

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LETTER FROM THE BOARD

Executive Directors:

Mr. WU Wanshan (Chairman) Mr. ZHOU Yi (President)

Registered office:

No. 228 Middle Jiangdong Road, Nanjing, Jiangsu Province, PRC

Non-executive Directors:

Mr. SUN Lu Mr. WANG Shuhua Ms. PU Baoying Mr. SUN Hongning Mr. ZHOU Yong Mr. CAI Biao Mr. YING Wenlu

Principal place of business in Hong Kong: 4201, 42/F, The Center, 99 Queen’s Road Center, Hong Kong

Independent Non-executive Directors:

Mr. Bai Wei Mr. SHEN Kunrong Mr. LIU Hongzhong Ms. ZHANG Jie Mr. LEE Chi Ming

16 September 2015

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

The purpose of this Circular is to provide you, as holders of H Shares, with the notice of the EGM (set out on pages 15 to 18 of this Circular) and provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions or abstain from voting at the EGM.

For reference purpose only, notice of the EGM has been published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/) on Tuesday, 25 August 2015.

At the EGM, the following resolutions will be proposed to Shareholders’ for their consideration:

(i) the proposal in relation to appointment of Ms. Xu Min as a non-executive Director of the Third Session of the Board of the Company;

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LETTER FROM THE BOARD

(ii) the proposal in relation to appointment of Mr. Chen Zhibin as an independent non-executive Director of the Third Session of the Board of the Company;
(iii) the proposal in relation to appointment of Ms. Liu Zhihong as a Supervisor of the Third Session of the Supervisory Board of the Company;
(iv) the proposal in relation to the setting up of a stock remuneration plan of the Company; and
(v) the proposal in relation to the mandate to issue domestic debt financing instruments.

Resolutions (i) to (iv) listed above will be proposed as ordinary resolutions.

Resolution (v) listed above will be proposed as special resolution.

INFORMATION ON THE RESOLUTIONS

1. Proposal in relation to the Appointment of Ms. Xu Min as a Non-executive Director of the Third Session of the Board

Reference is made to the announcement published on Sunday, 23 August 2015 of the Company regarding the Board resolutions passed on the even date. The Board has approved the proposal in relation to appointment of Ms. Xu Min as a non-executive Director of the Third Session of the Board, and the proposal is hereby submitted to the general meeting of Shareholders of the Company for consideration.

Upon Ms. Xu Min being elected by the general meeting of Shareholders and having obtained the approval of qualification as a director of securities company from the securities regulatory body, she will serve as a non-executive Director of the Third Session of the Board of the Company, whilst the Board understands that Mr. Ying Wenlu will resign from directorship by then. The term of office of Ms. Xu Min shall expire at the end of the term of current Board.

Biographical details of Ms. Xu are as follows:

Ms. Xu Min (徐敏) was born in January 1970. From August 1992 to April 2000, Ms. Xu consecutively served in the positions of treasury, general accountant and deputy general manager of finance department of Jiangsu Gaoxin High Technology Venture Investment Company (江蘇省高新技術風險投資公司). From May 2000 to April 2005, Ms. Xu consecutively served in the positions of deputy general manager of audit and risk management department and senior manager of finance department of Jiangsu Venture Capital Company (江蘇省創業投資公司). From May 2005 to present, Ms. Xu has consecutively served in the positions of general manager and managing director of finance department as well as general manager of investment management department of Jiangsu Govtor Capital Group Co., Ltd (江蘇高科技投資集團有限公司). Ms Xu is a member of the Communist Party. Ms. Xu obtained a bachelor’s degree in financial policy from the Finance and Economics School of Soochow University in June 1992. She is a registered accountant of the Jiangsu Institute of Certified Public Accountants since November 2009 and holds the title of senior accountant since November 2004.

Ms. Xu Min will not receive remuneration from the Company during her service as a non-executive Director of the Company.

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LETTER FROM THE BOARD

Save as disclosed in the biographical details, Ms. Xu confirms that she has no relationship with any other directors, supervisors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; she has no interest in any share of the Company as defined within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong); she has no information that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and does not and did not participate in matters that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; she does not hold any directorship of any other listed companies or any other position of any member of the Group in the last three years; and there are no other matters relating to her appointment that need to be brought to the attention of the Shareholders of the Company.

2. Proposal in relation to Appointment of Mr. Chen Zhibin as an Independent Non-executive Director of the Third Session of the Board

Reference is made to the announcement published on Sunday, 23 August 2015 of the Company regarding the Board resolutions passed on the even date. The Board has approved the proposal in relation to the appointment of Mr. Chen Zhibin as an independent non-executive Director of the Third Session of the Board, and the proposal is hereby submitted to the general meeting of Shareholders of the Company for consideration.

Upon Mr. Chen Zhibin being elected by the general meeting of Shareholders and having obtained the approval of qualification as an independent director of securities company from the securities regulatory body, he will serve as an independent non-executive Director of the Third Session of the Board. The term of office of Mr. Chen Zhibin shall expire at the end of the term of current Board.

Biographical details of Mr. Chen are as follows:

Mr. Chen Zhibin (陳志斌), born in 1965, is a professor and doctoral student supervisor at the Finance and Accounting Faculty of Southeast University since July 2011. Mr. Chen currently serves as an independent director of Jiangsu KuangDa Automobile Fabric Group Co., Ltd. (Stock Code: SZ.002516) since March 2011, Jiangsu Province Communications Planning and Design Institute Limited Company (Stock Code: SH.603018) since January 2014 and Jinling Hotel Corporation (Stock Code: SH.601007) since July 2015. Mr. Chen is also currently a consultant to the China Accounting Standards Committee of the Ministry of Finance and a member of the governmental accounting committee of the Accounting Society of China. Before June 2011, Mr. Chen successively served as an assistance professor, professor and doctoral student supervisor of accountancy at the Business School of Nanjing University. Mr. Chen carried out post-doctorate research at the Faculty of Accountancy in Xiamen University from September 2005 to May 2008.

Mr. Chen will receive remuneration from the Company in accordance with the remuneration standard approved by the general meeting of Shareholders during his term as an independent non-executive Director of the Company.

Save as disclosed in the biographical details, Mr. Chen confirms that he has no relationship with any other directors, supervisors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; he has no interest in any share of the Company as defined within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong); he has no information that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and does not and did not participate in matters that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; he does not hold any directorship of any other listed companies or any other position of any member of the Group in the last three years; and there are no other matters relating to his appointment that need to be brought to the attention of the Shareholders of the Company.

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LETTER FROM THE BOARD

Mr. Chen has confirmed that he meets the independence requirements as set out in Rule 3.13 of the Listing Rules.

3. Proposal in relation to Appointment of Ms. Liu Zhihong as a Member of the Third Session of the Board of Supervisors of the Company

Reference is made to the announcement published on Sunday, 23 August 2015 of the Company regarding the Supervisory Board resolutions passed on the even date. It was resolved at the Supervisory Board meeting to appoint Ms. Liu Zhihong as a member of the Third Session of the Board of Supervisors of the Company, and the proposal is hereby submitted to the general meeting of Shareholders of the Company for consideration.

Upon Ms. Liu Zhihong being elected by the general meeting of Shareholders and having obtained the approval of qualification as a supervisor of securities company from the securities regulatory body, she will serve as a Supervisor of the Third Session of the Board of Supervisors, whilst the Board of Supervisors understands that Mr. Mao Huipeng will resign from Supervisor by then. The term of office of Ms. Liu Zhihong shall expire at the end of the term of current Supervisory Board.

Biographical details of Ms. Liu are as follows:

Ms. Liu Zhihong (劉志紅) was born in July 1973. From July 1996 to July 1999, Ms. Liu worked at the finance department of Dongfeng Motor Nanjing Sales and Technology Service Joint Company (東風汽車南京銷售技術服務聯合公司). From August 1999 to May 2005, Ms. Liu worked at the finance department of Jiangsu Province Informationalization Construction Investment Co., Ltd. (江蘇省信息化建設投資有限公司). From June 2005 to present, Ms. Liu works at the audit and risk control department as well as finance department of Jiangsu Govtor Capital Group Co., Ltd., currently serving as the deputy manager of the finance department, responsible for day to day management of the finance department. Ms. Liu is a member of the Communist Party. She obtained a bachelor’s degree in finance from the Faculty of Economics of Changsa Jiaotong School in June 1996. She holds the title of accountant since May 1999.

Ms. Liu will not receive remuneration from the Company during her term of office as a Supervisor of

the Company.

Save as disclosed in the biographical details, Ms. Liu confirms that she has no relationship with any other directors, supervisors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; she has no interest in any share of the Company as defined within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, the Laws of Hong Kong); she has no information that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2) (v) of the Listing Rules, and does not and did not participate in matters that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; she does not hold any directorship of any other listed companies or any other position of any member of the Group in the last three years; and there are no other matters relating to her appointment that need to be brought to the attention of the shareholders of the Company.

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LETTER FROM THE BOARD

4. Proposal in relation to the Setting up of a Stock Remuneration Plan of the Company

Reference is made to the Announcement published on Sunday, 23 August 2015 by the Company regarding the Board resolutions passed on the even date. The Board had considered and approved the Company to set up a stock remuneration plan and the framework structure scheme. The total amount of reward shares available under the plan shall not exceed 10% of the total issued share capital of the Company. The rewarded shares will be sourced from ordinary H shares listed on the Hong Kong Stock Exchange or ordinary A shares listed on the Shanghai Stock Exchange purchased on secondary market pursuant to the scheme, or other ordinary A shares and/or H shares from legitimate sources, and all funds under the stock remuneration plan shall come from the remuneration package that are payable by the Company to the plan participants. The company will not provide any funding or financial support to the plan.

A resolution is hereby proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise to the management of the Company to deal with, at their sole discretion of the management, all matters in connection with setting up of the stock remuneration plan of the Company in accordance with the relevant laws and regulations as well as the advice and recommendations from regulatory authorities, within the framework and under the principles approved at the general meeting of Shareholders, in order to maximise the interest of the Company, including but not limited to:

(1) formulation and adjustment of the specific scheme of the stock remuneration plan of the Company in accordance with the applicable laws, regulations and relevant provisions from regulatory authorities, and based on the actual conditions of the Company, including without limitation, the granting target, grating time, granting conditions, grating number and relevant adjustment;
(2) entrustment of qualified authorities to assist the Company to implement the plan in accordance with the applicable laws, regulations and relevant provisions from regulatory authorities;
(3) handling at its/their sole discretion with all relevant approval issues in accordance with relevant regulations, including without limitation, the procedures such as approval, filings, registration, application and report, and the works such as making, modification, delivery and signing of relevant materials and disclosing the relevant information in accordance with the relevant laws, regulations and the listing rules of the stock exchanges on which the Company’s securities are listed;
(4) making relevant adjustments to matters relating to the stock remuneration plan of the Company according to the advice of and changes in the policies of regulatory authorities or the changes in market conditions, unless separate Shareholders’ approvals or Board approvals are required pursuant to the relevant laws, regulations or Articles of Association of the Company;
(5) dealing with other relevant matters in connection with the stock remuneration plan of the Company; and
(6) authorisation to the management to select and authorise representatives to jointly or individually deal with all matters in connection with the stock remuneration plan of the Company on behalf of the Company pursuant to the resolutions passed at the general meeting of Shareholders and the authorisation granted by the Board.

The above authorisation should remain valid until the date of completion of such stock remuneration plan of the Company.

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LETTER FROM THE BOARD

5. Proposal in relation to the Mandate to Issue Domestic Debt Financing Instruments

Reference is made to the Announcement which announced that on Sunday, 23 August 2015. The Board has approved the proposal in relation to the mandate to issue domestic debt financing instruments and the proposal is hereby submitted to the general meeting of Shareholders of the Company for consideration. Details are as follows:

5.01. Issuing entity, size and method

The Company, its branches or its onshore wholly owned subsidiaries will be the issuer of the domestic debt financing instruments. The domestic debt financing instruments shall be issued on a one-off or multiple issuances or multi-tranche issuances basis through public offering or private placement to qualified investors, upon approval by or filing with the CSRC, Securities Association of China and other relevant authorities in accordance with relevant rules.

The total size of the domestic debt financing instruments shall not exceed RMB70 billion (inclusive, calculated at the outstanding balance amount upon issuance, in which, the balance amount of perpetual bond shall not exceed RMB20 billion, inclusive.) and shall be subject to relevant laws and regulations in respect of issuance limit. The domestic debt financing instruments are not shared with various debt financing instruments as approved by previous general meetings of the Shareholders.

A resolution is hereby proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise the chairman, the president and the chief financial officer (“ authorised representatives ”) of the Company to jointly or individually determine, at his/her/their sole discretion, the details including the issuing entity, issue size, timing of issue, number of tranches, currency and issue method in accordance with relevant laws and regulations as well as the advice and recommendations of regulatory authorities, the Company’s actual needs for funding and the then prevailing market conditions at the time of issuance, in order to maximise the interest of the Company, and to monitor the issuance and payment of domestic debt financing instruments of the Company.

A resolution is hereby proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise the authorised representatives to determine the usage of quotas of debt financing instruments in accordance with balance portfolio, authorised term of validity, specific size and term of each debt financing instrument and others.

5.02. Type of debt financing instruments

Types of debt financing instruments referred to in the proposal includes: short-term bond of securities companies, corporate bond, short-term corporate bond, secondary bond (including perpetual secondary bond), secondary debt, asset securitization, income certificate and types which are licensed for issuance by regulatory authorities.

The domestic debt financing instruments of the Company referred to in this resolution do not contain any provision for conversion into shares.

A resolution is hereby proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise the authorized representatives to determine the type of the domestic debt financing instruments and details of priorities for repayment of creditors in accordance with the relevant rules and then prevailing market conditions at the time of issuance.

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LETTER FROM THE BOARD

5.03. Term of debt financing instruments

The term of the domestic debt financing instruments of the Company should be no longer than 10 years (inclusive), with the exception of perpetual debt. It may have single or multiple maturities. A resolution will be proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise its authorised representatives to determine the details including the term and size of each type of the other domestic financing instruments in accordance with the relevant rules and then prevailing market conditions at the time of issuance.

5.04. Interest of debt financing instruments

A resolution will be proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise its authorised representatives to determine the interest rate for the issuance of the domestic debt financing instruments of the Company as well as the method of calculation and payment thereof in accordance with the then prevailing market conditions at the time of issuance of the same and relevant rules.

5.05. Security and other credit enhancement arrangement

A resolution will be proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise its authorised representatives to jointly or individually determine the security and other credit enhancement agreements based on the features of the domestic debt financing instruments of the Company and the issuance needs in accordance with the laws.

5.06. Use of proceeds

The proceeds raised from the issuance of domestic debt financing instruments of the Company should be used to supplement business operation funds, expand the scope and scale of business, optimise financial and business structures and enhance comprehensive competitive strength of the Company. A resolution will be proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise its authorised representatives to jointly or individually determine the details including the use of proceeds in accordance with the funding needs of the Company.

5.07. Issue price

A resolution will be proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise its authorised representatives to jointly or individually determine the issue price of the domestic debt financing instruments of the Company in accordance with the then prevailing market conditions at the time of issuance and relevant laws and regulations.

5.08. Issue target and arrangements on placement to shareholders of the Company

The issue target of the domestic debt financing instruments of the Company shall be the domestic and overseas investors which meet the conditions for subscription. A resolution will be proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise its authorized representatives to jointly or individually determine the details including the issue target in accordance with relevant laws and regulations, the prevailing market conditions and other matters in connection with the issuance. The domestic debt financing instruments of the Company may be placed to the Shareholders. A resolution will be proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise its authorised representatives to jointly or individually

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LETTER FROM THE BOARD

determine the details of the placement arrangements (including whether to make such placement and the proportion of placement, etc.) in accordance with the then prevailing market conditions and other matters in connection with the issuance and the laws.

5.09. Guarantee measures for repayment

A resolution is hereby proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise its authorised representatives to jointly or individually implement, as a minimum, the following measures in the event they expect that the Company is unable to repay the principal and interests of the domestic debt financing instruments as scheduled, or the Company fails to repay the principal and interests of the domestic debt financing instruments when they become due:

(1) During the term of the domestic debt financing instruments, the Company can increase the proportion of allocations of discretionary surplus reserve and general risk reserve to lower repayment risks;
(2) no dividend should be distributed to the Shareholders;
(3) suspend the implementation of projects that incur capital expenditure such as material external investments, acquisitions and mergers;
(4) payment of salary and bonus of the Directors and senior management should be adjusted, reduced or ceased; and
(5) key personnel accountable for such event should not be allowed for redesignation.

5.10. Listing of the debt financing instruments

A resolution is hereby proposed at the general meeting of Shareholders to authorise the Board, and the Board to authorise its authorised representatives to jointly or individually apply for listing of the domestic debt financing instruments of the Company in accordance with the actual conditions of the Company and the prevailing market conditions.

5.11. Validity period of the resolution

The Shareholder’s resolutions regarding the issuance of domestic debt financing instruments of the Company should be valid for a period of 36 months from the date of passing of the resolutions at the general meeting of Shareholders. Where the Board and/or its authorized representatives have, during the term of the authorisation, decided on the issuance or partial issuance of domestic debt financing instruments of the Company, and provided that the Company has also, during the term of the authorisation, obtained the approval or license from or completed filing or registration (if applicable) with regulatory authorities on the issuance, the Company may, during the validity period of such approval, license, filing or registration, complete the issuance or relevant partial issuance of domestic debt financing instruments of the Company.

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LETTER FROM THE BOARD

5.12. Authorisation for issuance of domestic debt financing instruments

To ensure effective coordination of the issuance of domestic debt financing instruments and other matters in connection with the issuance, a resolution will be proposed at the general meeting of Shareholders to authorise the Board, and the Board to further authorise its authorised representatives to deal with, at its/their sole discretion, all matters in connection with the issuance of domestic debt financing instruments in accordance with the relevant laws and regulations as well as the advice and recommendations from regulatory authorities, within the framework and under the principles approved at the general meeting of Shareholders, in order to maximise the interest of the Company, including but not limited to:

(1) formulation and adjustment of the details of the proposal for issuance of other domestic financing instruments in accordance with the applicable laws, regulations and relevant provisions from regulatory authorities as well as resolutions passed at the general meeting(s) of Shareholders, and based on the actual conditions of the Company and the specific conditions of the relevant debt market, including without limitation, the determination of the suitable issuer(s), timing of issue, details of issue size and method, terms of issue, issue targets, maturity, whether to issue on a one-off, multiple issuances, multi-tranche issuances or multiple-category issuances basis and, if on multiple issuances, multi-tranche issuances or multiple-category issuances basis, the issue size and term of each issuance, tranche and category, the methods in which the nominal value and interest rate are determined, currency (including offshore RMB), pricing method, issuance arrangements, credit enhancement arrangements including letter of guarantee or letter of support, rating arrangement, details of subscription method, whether to incorporate terms of repurchase or redemption, details of placement arrangements, use of proceeds, registration, listing of domestic debt financing instruments of the Company and place of listing, measures to mitigate repayment risks, measures to ensure debt repayment (if applicable), etc. and all matters in connection with the issuance of domestic debt financing instruments of the Company;
(2) determining and engaging intermediary agency, signing, implementing, amending and completing all agreements and documents relating to the issuance of domestic debt financing instruments, including without limitation, the sponsor agreement, underwriting agreement, credit enhancement agreements such as guarantee agreement or letter of support, bond indenture, engagement letter with intermediary agency, trust agreement, settlement management agreement, registration and custody agreement, listing agreement and other legal documents, etc., and disclosing the relevant information in accordance with the relevant laws, regulations and the listing rules of the stock exchanges on which the Company’s securities are listed (including without limitation, the preliminary and final offering memoranda of the debt financing instruments, and all announcements and circulars, etc. in relation to the issuance of domestic debt financing instruments of the Company);
(3) selecting and engaging trustee manager(s) and settlement manager(s) for the issuance of domestic debt financing instruments of the Company, signing the trustee agreement(s) and settlement management agreement(s) and (if applicable), formulating rules for meetings of the holders of the debt financing instruments;

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LETTER FROM THE BOARD

(4) undertaking all applications and filings as well as listing matters (if applicable) in connection with the issuance of domestic debt financing instruments of the Company, including without limitation, preparing, revising and submitting relevant application and filing materials relating to the issuance and listing of the domestic debt financing instruments of the Company and application and filing materials in respect of credit enhancement agreements such as guarantee or letter of support to be provided by the Company, the issuer(s) and/or third party(ies), and signing the relevant application and filing documents and other legal documents;
(5) making relevant adjustments to matters relating to the issuance of domestic debt financing instruments of the Company according to the advice of and changes in the policies of regulatory authorities or the changes in market conditions, or determining whether to continue with all or part of the work in respect of the issuance of domestic debt financing instruments of the Company in accordance with the actual conditions, unless re-approval by the shareholders at general meeting is otherwise required pursuant to the relevant laws, regulations and the Articles of Association of the Company;
(6) dealing with other relevant matters in connection with the issuance of domestic debt financing instruments of the Company; and
(7) subject to approval of the above authorisations at the general meeting of Shareholders, a resolution will be proposed to agree the Board in turn to authorise the chairman and president of the Company to act as authorized representatives for the issuance of domestic debt financing instruments of the Company to jointly or individually deal with all matters in connection with the issuance of domestic debt financing instruments of the Company on behalf of the Company pursuant to the resolutions passed at the general meeting and the authorisation granted by the Board.

The above authorisations should remain valid and effective on and from the date when the Shareholders at the general meeting of Shareholders have approved and passed the resolutions until the earlier of the expiry of 36 months or the date when matters authorised above have been completed (depending on whether the issuance of all domestic debt financing instruments of the Company has been completed). However, where the Board and/or its authorised representatives have, during the term of the authorisation, decided on the issuance or partial issuance of domestic debt financing instruments of the Company, and provided that the Company has also, during the term of the authorisation, obtained the approval or license from or completed filing or registration (if applicable) with regulatory authorities on the issuance, the Company may, during the validity period of such approval, license, filing or registration, complete the issuance or relevant partial issuance of domestic debt financing instruments of the Company. With respect to the matters of issuance or partial issuance, the above authorisation should remain valid until the date of completion of such issuance or partial issuance.

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LETTER FROM THE BOARD

INFORMATION ON ATTENDING THE EGM

The EGM will be held at Zhongfu Hall, 6th Floor, Nanjing Hanyuelou Hotel, No. 235 Middle Jiangdong Road, Jianye District, Nanjing, Jiangsu Province, People’s Republic of China on Friday, 9 October 2015 at 1:30 p.m. The notice of the EGM is also set out on pages 15 to 18 of this Circular.

Summary of the important dates for H Shareholders is as follows:

Last Registration Date : on or before 4:30 p.m. Tuesday, 8 September 2015 Closure of Register of Members : Wednesday, 9 September 2015 to Friday, 9 October 2015 for H Shareholders Submission Of Reply Slip : on or before Friday, 18 September 2015 Submission Of Proxy Form : on or before 1:30 p.m. Thursday, 8 October 2015

The register of members of H Shares of the Company will be closed from Wednesday, 9 September 2015 to Friday, 9 October 2015 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as shareholders on the H Share register of members of the Company before 4:30 p.m. on Tuesday, 8 September 2015 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

In order to attend the EGM, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s H Share Registrar, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:30 p.m. on Tuesday, 8 September 2015.

Reply slip and the proxy form for the EGM have been despatched on Tuesday, 25 August 2015 and have also been published on the website of Hong Kong Stock Exchange (www.hkexnews.hk). Shareholders intending to attend the EGM or by their proxies should complete and return the reply slip for attending the EGM to the Company’s H Share Registrar (for holders of H Shares) on or before Friday, 18 September 2015.

To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other document of authorisation must be delivered to the Company’s H Share Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM. Completion and return of the proxy form will not preclude you from attending and voting at the EGM in person if you so wish.

For reference purpose only, the record date for determining the eligibility of members of A Shares for attending the EGM is Thursday, 24 September 2015. For more details, please refer to the notice of the EGM published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/) on Tuesday, 25 August 2015.

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LETTER FROM THE BOARD

VOTING ARRANGEMENT

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a shareholders’ general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with Article 113 of Articles of Association of the Company.

Pursuant to Rule 2.15 of the Hong Kong Listing Rules, where shareholders’ approval is required with regard to a transaction, any shareholder that has a material interest in such transaction shall abstain from voting on the resolution(s) approving such transaction at the general meeting.

As far as the Directors are aware as of the Latest Practicable Date, no shareholder is considered to have a material interest in any of the resolutions proposed at the EGM and has to abstain from voting at the EGM approving the resolutions.

RECOMMENDATION

The Board believes that all the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM as set out in the notices of the EGM set out in this Circular.

Yours faithfully, By order of the Board of Directors of the Company Wu Wanshan Chairman

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SECOND NOTICE OF THE EGM

SECOND NOTICE OF THE EGM

REFERENCE IS MADE to the Notice of EGM dated Tuesday, 25 August 2015 of the Company. NOTICE IS HEREBY RE-GIVEN that the EGM of the Company will be held at Zhongfu Hall, 6th Floor, Nanjing Hanyuelou Hotel, No. 235 Middle Jiangdong Road, Jianye District, Nanjing, Jiangsu Province, People’s Republic of China on Friday, 9 October 2015 at 1:30 p.m., to consider the following issues:

ORDINARY RESOLUTIONS

The proposal in relation to appointment of Ms. Xu Min as a non-executive Director of the Third Session of the Board of the Company;
The proposal in relation to appointment of Mr. Chen Zhibin as an independent non-executive Director of the Third Session of the Board of the Company;
The proposal in relation to appointment of Ms. Liu Zhihong as a Supervisor of the Third Session of the Supervisory Board of the Company;
The proposal in relation to the setting up of a stock remuneration plan of the Company;

SPECIAL RESOLUTION

5.00 The proposal in relation to the general mandate to issue domestic debt financing instruments;
5.01. Issuing entity, size and method;
5.02. Type of debt financing instruments;
5.03. Term of debt financing instruments;
5.04. Interest of debt financing instruments;
5.05. Security and other credit enhancement arrangement;
5.06. Use of proceeds;
5.07. Issue price;
5.08. Issue target and arrangements on placement to shareholders of the Company;
5.09. Guarantee measures for repayment;

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SECOND NOTICE OF THE EGM

5.10. Listing of the debt financing instruments;
5.11. Validity period of the resolution;
5.12. Authorisation for issuance of domestic debt financing instruments.

INFORMATION ON THE RESOLUTIONS

Information of the resolutions to be considered at the EGM and the recommendations of the Directors will be set out in detail in a circular to be despatched by the Company on Wednesday, 16 September 2015.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires.

“Board”	the board of directors of the Company
“Company”	a 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 our predecessor華泰證券有限責任公司
	(Huatai Securities Limited Liability Company) on 7 December 2007, carrying
	on business in Hong Kong as “HTSC”, and was registered as a 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” (as a result of being served a notice
	by the Registrar of Companies pursuant to Section 780 under the Companies
	Ordinance) and English name of “Huatai Securities Co., Ltd.”; the A shares of
	which are listed on the Shanghai Stock Exchange on 26 February 2010 (Stock
	Code: 601688)
“Director(s)”	the director(s) of the Company
“EGM”	the first extraordinary general meeting in 2015 to be held by the Company on
	Friday, 9 October 2015
“Listing Rules”	Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
	Limited
“Shareholder(s)”	the shareholder(s) of the Company
“Supervisor(s)”	the supervisor(s) of the Company
	By order of the Board of Directors of the Company
	Wu Wanshan
	Chairman

Hong Kong, 16 September 2015

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SECOND NOTICE OF THE EGM

As of the date of this announcement, the Board of Directors comprises Mr. WU Wanshan and Mr. ZHOU Yi as executive Directors; Mr. SUN Lu, Mr. WANG Shuhua, Ms. PU Baoying, Mr. SUN Hongning, Mr. ZHOU Yong, Mr. CAI Biao and Mr. YING Wenlu as non-executive Directors; and Mr. BAI Wei, Mr. SHEN Kunrong, Mr. LIU Hongzhong, Ms. ZHANG Jie and Mr. LEE Chi Ming as independent non-executive Directors.

Notes:

1. Eligibility for attending the EGM and date of registration of members for H Shares

2. Proxy

(1) Each shareholder entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder of the Company.
(2) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign or other document of authorisation must be notarised.

(3) Any voting at the EGM shall be taken by poll.

3. Registration procedures for attending the EGM

(1) A shareholder attending in person should present proof of identity or stock account cards when attending the EGM. In the case of attendance by proxy, the proxy should present proof of identity and the proxy form(s) from the shareholders. If a shareholder is a legal person, its legal representative may attend the EGM by providing his/her identify card and valid proof of its capacity as a legal representative of such shareholder appointing such person to attend the meeting. In the case of attendance by proxy of the legal representative, the proxy should present his/her identity card and a written letter of authorisation duly issued by such legal representative when attending the EGM.
(2) Shareholders of the Company intending to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM to the Company’s H Share Registrar (for holders of H Shares) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Friday, 18 September 2015.

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SECOND NOTICE OF THE EGM

4. Voting by poll

5. Miscellaneous

(1) The EGM is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
(2) The address of the Company’s H Share Registrar is:

Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

(3) The registered address of the Company:

No. 228 Middle Jiangdong Road Nanjing, Jiangsu Province People’s Republic of China

Contact Office: Board Office Telephone No.: +86 25 8338 7780 / 8338 7793 Fascimile No.: +86 25 8338 7784 E-mail: [email protected]

— 18 —

AI assistant

Huatai Securities Co., Ltd. — Proxy Solicitation & Information Statement 2015

51073_rns_2015-09-15_eb85cb3e-54ed-4779-ae85-bd0cb03b29ad.pdf

(1) APPOINTMENT OF NON-EXECUTIVE DIRECTOR

(2) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

(3) APPOINTMENT OF SUPERVISOR

(4) ADOPTION OF STOCK REMUNERATION PLAN

(5) GRANT OF MANDATE TO ISSUE DOMESTIC DEBT FINANCING INSTRUMENTS

AND SECOND NOTICE OF THE EGM

TABLE OF CONTENTS

DEFINITIONS

Executive Directors:

Registered office:

Non-executive Directors:

Independent Non-executive Directors:

INTRODUCTION

INFORMATION ON THE RESOLUTIONS

LETTER FROM THE BOARD

Biographical details of Mr. Chen are as follows:

4. Proposal in relation to the Setting up of a Stock Remuneration Plan of the Company

5. Proposal in relation to the Mandate to Issue Domestic Debt Financing Instruments

5.01. Issuing entity, size and method

5.02. Type of debt financing instruments

5.03. Term of debt financing instruments

5.04. Interest of debt financing instruments

5.05. Security and other credit enhancement arrangement

5.06. Use of proceeds

5.07. Issue price

5.08. Issue target and arrangements on placement to shareholders of the Company

5.09. Guarantee measures for repayment

5.10. Listing of the debt financing instruments

5.11. Validity period of the resolution

5.12. Authorisation for issuance of domestic debt financing instruments

LETTER FROM THE BOARD

INFORMATION ON ATTENDING THE EGM

VOTING ARRANGEMENT

RECOMMENDATION

SECOND NOTICE OF THE EGM

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

INFORMATION ON THE RESOLUTIONS

DEFINITIONS

SECOND NOTICE OF THE EGM

Notes:

1. Eligibility for attending the EGM and date of registration of members for H Shares

2. Proxy

3. Registration procedures for attending the EGM

4. Voting by poll

5. Miscellaneous

More from Huatai Securities Co., Ltd.

Huatai Securities Co., Ltd. Proxy Solicitation & Information Statement 2015