Huatai Securities Co., Ltd. - Proxy Solicitation & Information Statement 2017

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 securities dealer, 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 affected for transmission to the purchaser(s) or the transferee(s).

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(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)

AMENDMENTS TO THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

ADJUSTMENTS OF THE STANDARD OF ALLOWANCE OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF THE EGM

A notice convening the first extraordinary general meeting of 2017 of the Company to be held at Grand Ballroom, 2nd Floor, Renaissance Nanjing Olympic Centre Hotel, No.139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Wednesday, December 27, 2017 at 1:30 p.m. is set out on pages 9 to 12 of this circular.

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 notarised power of attorney or other documents of authorization with the Company’s H Shares Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM in person should you so desire.

Shareholders 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 Shares Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) on or before Thursday, December 7, 2017.

November 10, 2017

			Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I	A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF
	THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS
	OF HUATAI SECURITIES CO., LTD.	. . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX II	EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION	. . . . . . . . . . . . . . . . . . . . . . .	30

— i —

DEFINITIONS

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

“A Share(s)”

domestic share(s) 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, which shall become effective on the listing date
“Board” or “Board of the Company”

the board of Directors of the Company

“Company”

a joint stock company incorporated in the PRC with limited liability under the corporate name 華泰證券股份有限公司 (Huatai Securities Co., Ltd.), converted from the predecessor 華泰證券有限責任公司 (Huatai Securities Limited Liability Company) on December 7, 2007, carrying on business in Hong Kong as “HTSC”, and was registered as a registered non-Hong Kong company under Part 16 of the Companies Ordinance under the Chinese approved name of “華泰六八八六股份有限公司” and English name of “Huatai Securities Co., Ltd.”; the H Shares of which were listed on the Main Board of Hong Kong Stock Exchange on June 1, 2015 (Stock Code: 6886) and the A Shares of which were listed on the Shanghai Stock Exchange on February 26, 2010 (Stock Code: 601688), and except where the content otherwise requires, including its predecessors

“CSRC” the China Securities Regulatory Commission
“Director(s)” the director(s) of the Company
“EGM” the first extraordinary general meeting of 2017 to be held by the Company at Grand Ballroom, 2nd Floor, Renaissance Nanjing Olympic Centre Hotel, No.139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Wednesday, December 27, 2017 at 1:30 p.m.
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

— 1 —

DEFINITIONS

“H Share(s)” overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in HK dollars and are listed on the Hong Kong Stock Exchange
“Independent Non-executive the independent non-executive Director(s) of the Company Director(s)”
“Latest Practicable Date” November 3, 2017, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication
“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 Special Administrative Region and Taiwan
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Share(s)” the ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, comprising A Shares and H Shares
“Shareholder(s)” holder(s) of the Share(s)

— 2 —

LETTER FROM THE BOARD

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Executive Director:

Mr. Zhou Yi (Chairman, President)

Non-executive Directors:

Ms. Pu Baoying Mr. Gao Xu Mr. Chen Ning Mr. Xu Feng Mr. Xu Qing Mr. Zhou Yong

Registered office:

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

Principal place of business in Hong Kong:

4201, 42/F, The Center, 99 Queen’s Road Central, Hong Kong

Independent Non-executive Directors:

Mr. Chen Chuanming

Mr. Liu Hongzhong

Mr. Lee Chi Ming Mr. Yang Xiongsheng

Ms. Liu Yan

November 10, 2017

To the Holders of H Shares

Dear Sirs and Madams,

AMENDMENTS TO THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

ADJUSTMENTS OF THE STANDARD OF ALLOWANCE OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND NOTICE OF THE EGM

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 9 to 12 of this circular) and provide you with information reasonably necessary to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the EGM.

— 3 —

LETTER FROM THE BOARD

At the EGM, ordinary resolutions will be proposed to approve (1) the resolution on the Amendments to the Regulations on the Management of Proceeds of Huatai Securities Co., Ltd.; and (2) the resolution on the Adjustments of the Standard of Allowance of the Independent Non-Executive Directors of the Company. In addition, a special resolution will be proposed to approve (3) the resolution on the Amendments to the Articles of Association.

Information on the Resolutions

Resolution on the Amendments to the Regulations on the Management of Proceeds of Huatai Securities Co., Ltd.

In order to further regulate the utilization and management of proceeds by listed companies, improve the utilization efficiency of funds and protect the legimate interests of investors, the CSRC promulgated the Supervision Guideline No. 2 on Listed Companies - Regulatory Requirements on the Management and Use of Raised Funds of Listed Companies (《上市公司監管指引第2號 — 上市公司募集資金管理和使用的監管要求》), while the Shanghai Stock Exchange amended the Shanghai Stock Exchange’s Administrative Measures on Fund-raising of Listed Companies (《上海證券交易所上市公司募集資金管理辦法》) (hereinafter referred to as the “ Administrative Measures ”) and required listed companies to make synchronized amendments to their management regulations on raised funds.

The Administrative Measures mainly proposes new requirements on matters such as the deposit and utilization of raised funds and the management and utilization of idle raised funds and surplus raised funds, including amending procedures for using idle raised funds to temporarily replenish liquid capital, adjusting the period for which idle raised funds are used to temporarily replenish liquid capital, regulating the management and utilization of surplus raised funds, adjusting the period for which a tripartite agreement on the supervision of raised funds is signed, agreeing on the replacement period of raised funds, strengthening the disclosure requirements on the deposit and utilization of annual raised funds, etc..

In view of the extensive revision of provisions relating to the management and utilization of raised funds of listed companies made in the Administrative Measures, the Company intends to make comprehensive amendments to the Regulations on the Management of Proceeds of Huatai Securities Co., Ltd. in accordance with the requirements of the Administrative Measures having regard to the actual operation condition of the Company. Please refer to Appendix I - A Comparison Table of the New and Old Articles of the Regulations on the Management of Proceeds of Huatai Securities Co., Ltd. for details.

This resolution has been considered and passed at the Eighth Meeting of the Fourth Session of the Board of Directors of the Company and is currently proposed at the EGM for consideration and approval. The revised Regulations on the Management of Proceeds of Huatai Securities Co., Ltd. will become effective after it is considered and passed at the EGM. The original Regulations on the Management of Proceeds of Huatai Securities Co., Ltd. shall be rescinded simultaneously.

— 4 —

LETTER FROM THE BOARD

2. Resolution on the Adjustments of the Standard of Allowance of the Independent Non-Executive Directors of the Company

Reference is made to the announcement dated August 11, 2017 of the Company in relation to the proposed adjustments of the standard of allowance of the Independent Non-executive Directors by the Board.

Pursuant to the relevant laws and regulations and provisions of the Work System for Independent Directors of the Company, the Company shall provide the Independent Non-executive Directors with necessary working conditions for performing duties. Meanwhile, the Work System for Independent Directors of the Company expressly provided that the Independent Non-executive Directors may receive appropriate allowance from the Company, and the standard of such allowance is determined in a proposal formulated by the Board and subject to the consideration and the approval at the general meeting of the Company.

Given the facts that the Independent Non-executive Directors have diligently performed their duties since their appointment, and made great contributions to improving the decision-making ability and leadership of the Board and promoting the sustainable, stable and sound development of the Company using their expertise and experience, the Company, by comprehensively considering the factors such as the standard of allowance of the independent non-executive directors of listed securities dealers in the PRC, and the regional economic development and the relevant actual conditions, intends to adjust the allowance of each Independent Non-executive Director to RMB20,000 per month (tax inclusive). The adjustments will be effective from the same month after the proposal is considered and approved at the EGM.

3. Resolution on the Amendments to the Articles of Association

Reference is made to the announcement dated October 30, 2017 of the Company in relation to the proposed amendments to the Articles of Association by the Board.

The amended Measures for the Compliance Management of Securities Companies and Securities Investment Fund Management Companies 《證券公司和證券投資基金管理公司合規管理辦法》( ) (hereinafter referred to as “ Measures for the Compliance Management ”) promulgated by the China Securities Regulatory Commission in June 2017 and the ancillary implementation rules, Guideline for the Implementation of the Compliance Management of Securities Companies 《證券公司合規管理實( 施指引》) (hereinafter referred to as “ Guideline for the Implementation of the Compliance Management ”) promulgated by the Securities Association of China in September 2017 clarify the specific compliance management responsibilities of the board, the supervisory committee and senior management of the security companies, and make amendments to the matters such as the duties of compliance officer in the security companies, conditions of removal and proceedings.

— 5 —

LETTER FROM THE BOARD

Therefore, based on the current Articles of Associations, the Company proposes to make amendments to the current Articles of Associations according to the relevant rules of Measures for the Compliance Management and Guideline for the Implementation of the Compliance Management, as well as in accordance with Listing Rules, latest accounting standards and relevant regulation rules after considering the status of the Company’s compliance management. Please refer to Appendix II - Explanation Table of the Proposed Amendments to the Articles of Association for details. The Board also proposes the general meeting to authorize the operating management of the Company to go through filling formalities of such proposed amendments.

The resolution was considered and passed by the Tenth Meeting of the Fourth Session of the Board of Directors of the Company and is now proposed to the EGM for consideration and approval. Subject to approval at the EGM, amended Articles of Associations will be effective upon the Company’s receipt of approval from the securities regulatory departments and completion of business registration changing procedures. The current Articles of Association will continue to be effective until obtaining such approval and completing the registration procedures.

Information about the Attendance of the EGM

The EGM will be held at Grand Ballroom, 2nd Floor, Renaissance Nanjing Olympic Centre Hotel, No.139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Wednesday, December 27, 2017 at 1:30 p.m. The notice of the EGM is also set out on pages 9 to 12 of this circular.

The summary of the important dates for H Shareholders is as follows:

Last Registration Date	:	On or before 4:30 p.m. Friday, November 24, 2017
Closure of Register of Members	:	Monday, November 27, 2017 to Wednesday, December
for H Shareholders		27, 2017
Submission of Reply Slip	:	On or before Thursday, December 7, 2017
Submission of Proxy Form	:	On or before 1:30 p.m. Tuesday, December 26, 2017

The register of members of H Shares will be closed from Monday, November 27, 2017 to Wednesday, December 27, 2017 (both days inclusive), during which time no Share transfers of H Shares will be effected. Purchasers of Shares who have submitted their Share transfer documents to the H Shares Registrar of the Company and registered as Shareholders on the H Shares register of members of the Company on or before 4:30 p.m. on Friday, November 24, 2017 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 Shares Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, on or before 4:30 p.m. on Friday, November 24, 2017.

— 6 —

LETTER FROM THE BOARD

The reply slip and the proxy form for the EGM will be despatched on Friday, November 10, 2017 and have also been published on the website of Hong Kong Stock Exchange (www.hkexnews.hk). Shareholders 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 Shares Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) on or before Thursday, December 7, 2017.

To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other documents of authorization must be delivered to 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 appointed for the EGM. Completion and return of the proxy form will not preclude you from attending and voting at the EGM in person should you so wish.

For reference purpose only, the record date for determining the eligibility of members of A Shares for attending the EGM will be on Tuesday, December 19, 2017. For details, please refer to the notice of the EGM published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/) on Friday, November 10, 2017.

Voting arrangements

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.

The aforesaid resolutions 1 to 2 are ordinary resolutions to be passed by the affirmative votes representing at least one half of the total number of Shares held by the attending Shareholders having voting rights; and resolution 3 is a special resolution to be passed by the affirmative votes representing at least two-thirds of the total number of Shares held by the attending Shareholders having voting rights.

Pursuant to Rule 2.15 of the 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 shareholders’ general meeting.

As far as the Directors are aware, as at 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.

Responsibility statement

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement therein or this circular misleading.

— 7 —

LETTER FROM THE BOARD

Recommendation

The Directors believe that all the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the relevant resolutions to be proposed at the EGM as set out in the notice of the EGM attached to the circular.

Yours faithfully, By order of the Board of the Company Zhou Yi Chairman

— 8 —

NOTICE OF THE EGM

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Notice of the EGM

NOTICE IS HEREBY GIVEN that the EGM will be held at Grand Ballroom, 2nd Floor, Renaissance Nanjing Olympic Centre Hotel, No.139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Wednesday, December 27, 2017 at 1:30 p.m. to consider the following issues:

Ordinary Resolutions

To consider and approve the resolution on the Amendments to the Regulations on the Management of Proceeds of Huatai Securities Co., Ltd.
To consider and approve the resolution on the Adjustments of the Standard of Allowance of the Independent Non-executive Directors of the Company

Special Resolution

To consider and approve the resolution on the Amendments to the Articles of Association

INFORMATION OF 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 Friday, November 10, 2017.

DEFINITIONS

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

“A Share(s)” domestic share(s) 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, which shall become effective on the listing date “Board” or “Board of the the board of Directors of the Company Company”

— 9 —

NOTICE OF THE EGM

“Company”

“Director(s)” the director(s) of the Company
“EGM”
“Hong Kong” or “HK”
“H Share(s)”
the first extraordinary general meeting of 2017 to be held by the Company at Grand Ballroom, 2nd Floor, Renaissance Nanjing Olympic Centre Hotel, No.139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Wednesday, December 27, 2017 at 1:30 p.m.
the Hong Kong Special Administrative Region of the PRC
overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in HK dollars and are listed on the Hong Kong Stock Exchange
“Independent Non-Executive the independent non-executive Director(s) of the Company Director(s)”
“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 notice, Hong Kong, Macau Special Administrative Region and Taiwan
“Share(s)”
“Shareholder(s)”
the ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each , comprising A Shares and H Shares
holder(s) of the Share(s)

By order of the Board of the Company

Zhou Yi Chairman

Jiangsu, the PRC, November 10, 2017

— 10 —

NOTICE OF THE EGM

As at the date of this notice, the Board comprises Mr. Zhou Yi as an executive Director; Ms. Pu Baoying, Mr. Gao Xu, Mr. Chen Ning, Mr. Xu Feng, Mr. Xu Qing and Mr. Zhou Yong as non-executive Directors; and Mr. Chen Chuanming, Mr. Liu Hongzhong, Mr. Lee Chi Ming, Mr. Yang Xiongsheng and Ms. Liu Yan as independent non-executive Directors.

Notes:

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

The register of members of H Shares will be closed from Monday, November 27, 2017 to Wednesday, December 27, 2017 (both days inclusive), during which time no Share transfers of H Shares will be effected. Purchasers of H Shares who have submitted their instruments of Share transfer to the H Shares Registrar of the Company and registered as Shareholders on the H Shares register of members of the Company on or before 4:30 p.m. on Friday, November 24, 2017 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

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/her behalf. A proxy need not be a Shareholder.
(2) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of the attorney authorizing that the attorney to sign or other documents of authorization must be notarised.

To be valid, for holders of H Shares, the form of proxy and notarised power of the attorney or other documents of authorization must be delivered to 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 appointed for the EGM.

(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 identity 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 authorization 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 Computershare Hong Kong Investor Services Limited (for holders of H Shares) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Tuesday, December 26, 2017.

— 11 —

NOTICE OF THE EGM

4. Voting by poll

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 Computershare Hong Kong Investor Services Limited 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 Facsimile No.: +86 25 8338 7784

E-mail: [email protected]

— 12 —

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

A Comparison Table of the New and Old Articles of the Regulations on the Management of Proceeds of Huatai Securities Co., Ltd. *

Original Article New Article Chapter 1 General Provisions Chapter 1 General Provisions Article 1 These Regulations are formulated Article 1 These Regulations are formulated pursuant to laws, regulations and rules such as the pursuant to laws, regulations and rules such as the Company Law 《公司法》( ), the Securities Law Company Law 《公司法》( ), the Securities Law (《證劵法》), Administrative Measures for the (《證劵法》), Administrative Measures for the Initial Public Offering and Listing of Stocks 《首( Initial Public Offering and Listing of Stocks 《首( 次公開發行股票並上市管理辦法》), Circular on 次公開發行股票並上市管理辦法》), Supervisory Further Regulating the Use of Proceeds by Listed Guidelines No. 2 for Listed Companies — Companies 《關於進一步規範上市公司募集資金( Supervisory Requirements for Management and 使用的通知》) and the Stock Listing Rules of the Utilizaton of Proceeds of Listed Companies 《上( Shanghai Stock Exchange 《上海證券交易所股票( 市公司監管指引第2號—上市公司募集資金管理和上市規則》) and the Articles of Association to 使用的監管要求》), Rules Governing the Listing of regulate the Company’s management on proceeds Stocks on the Shanghai Stock Exchange 《上海證( and improve the utilization rate of the proceeds. 券交易所股票上市規則》) and the Administrative Measures of the Shanghai Stock Exchange for the Capital Raised by Listed Companies 《上海證券( 交易所上市公司募集資金管理辦法》) and the Articles of Association to regulate the Company’s management on proceeds and improve the utilization rate of the proceeds. Article 2 The proceeds mentioned herein refer to Article 2 The proceeds mentioned herein refer to the funds that the Company has raised from the funds that the Company has raised from investors for special purposes through public investors through public offering of securities offering of securities (including IPO of stocks, (including IPO of stocks, allotment of shares, allotment of shares, additional offering, issuance additional offering, issuance of convertible bonds, of convertible bonds, etc.) and non-public offering issuance of detachable convertible bonds, of stocks. preference shares, etc.) and non-public offering of securities (including ordinary shares and preference shares) but exclude proceeds from any equity incentive scheme implemented by the Company. Article 3 The directors, supervisors and senior management of the Company must be diligent and responsible, procure the Company to use the proceeds legally, actively maintain the safety of the Company’s proceeds, and may not participate in, assist with or indulge the unilateral or disguised change of the purposes of the Company’s proceeds.

— 13 —

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

Original Article		New Article
		Article 4 The controlling shareholder(s) and de
		facto controller(s) of the Company shall neither,
		directly or indirectly, occupy or encroach the
		proceeds raised of the Company, nor utilize the
		proceeds and make use of the proceeds investment
		project (hereinafter referred to as the “investment
		project(s)”) for inappropriate gains.
Article 5 The Company shall fulfill information		This article is deleted.
disclosure obligation in respect of the use of	the
proceeds and fully protect investors’ right	to
information. For the use of the proceeds,
examination and approval procedures shall	be
gone through in strict accordance with the Articles
of Association, the prospectus or the resolution of
the general meeting and these Regulations.
If the investment projects with proceeds	are
carried out through subsidiaries of the Company or
other enterprises controlled by the Company,	the
subsidiaries and enterprises shall observe	the
provisions of these Regulations.
Chatper 2 Special Account for Depositing		Chatper 2 Special Account for Depositing
Proceeds		Proceeds
Article 6 The Company implements a system	for	Article 7 The Company implements a system for
depositing proceeds in a special account to ensure		depositing proceeds in a special account to ensure
the safety and specificity of proceeds. Proceeds		the safety and specificity of proceeds. Proceeds
shall be deposited in a special account (hereinafter		shall be deposited in a special account (hereinafter
referred to as “special account”) determined by	the	referred to as “special proceeds account”)
Board for centralized management.		approved by the board of directors of the Company
		(hereinafter referred to as “Board”) for centralized
		management.
		The special proceeds account shall not be used for
		depositing funds other than proceeds or be used for
		other purposes.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

Original Article

New Article

Article 7 The Company shall enter into a tripartite Article 8 The Company shall enter into a tripartite supervision agreement (hereinafter referred to as custody agreement relating to special account the “Agreement”) with the sponsor(s) and the deposit of proceeds (hereinafter referred to as the commercial bank (hereinafter referred to as the “Agreement”) with the sponsor and the “Commercial Bank”) where such proceeds are commercial bank (hereinafter referred to as the deposited within one month of the deposit. Such “Commercial Bank”) where such proceeds are agreement shall at least include: deposited within one month of the deposit. This Agreement shall at least include:

(1) The Company shall deposit the proceeds in the special account in a centralized manner;
(2) The sponsor(s) may at any time inquire the information on the special account from the Commercial Bank;
(3) The liability of the Company, the Commercial Bank and the sponsor(s) for breaching the Agreement.

The Company shall, upon the signing of all agreements, timely file with the stock exchange and make an announcement on the main contents of the agreements.

Should the above agreement terminate before the period of validity, the Company shall enter into new agreement(s) with related parties within one month from the date of termination of the agreement and shall make an announcement thereon after timely filing with the Shanghai Stock Exchange.

(1) The Company shall deposit the proceeds in the special account in a centralized manner;
(2) The Commercial Bank shall provide the Company with the bank statement relating to the special proceeds account, and shall forward a copy to the sponsor(s);
(3) Where the amount drawn by the Company once at a time or aggregately within 12 months exceeds RMB50 million and accounts for 20% of the total amount of the proceeds minus the issuance cost (hereinafter referred to as “Net Proceeds Amount”), the Company shall timely notify the sponsor(s);
(4) The sponsor(s) may at any time inquire the information on the special account at the Commercial Bank;
(5) The default liabilities for the Company, the Commercial Bank and the sponsor(s).

The Company shall, upon signing the above Agreement, file with the Shanghai Stock Exchange (hereinafter referred to as the “SSE”) and make announcement within 2 trading days. Should the above Agreement terminate before the period of validity due to such reasons as the change of sponsor(s) or Commercial Bank, the Company shall enter into a new agreement with the relevant parties within 2 weeks as of such termination, and shall submit the new agreement to the SSE for record and make an announcement within 2 trading days upon the execution of the agreement.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

Original Article		New Article
Article 8 The Company shall actively procure	This	article is deleted.
performance of the Agreement by the Commercial
Bank. In case of the Commercial Bank’s failure,
for three consecutive times, to provide
reconciliation statements or make notification to
the sponsor(s) on large lump sum drawing from the
Special Account(s), and failure to meet the
sponsor(s)’ request to inquire and investigate into
information on the Special Account(s), the
Company may terminate the Agreement and cancel
such Special Account(s) in which the proceeds are
placed.
Chapter 3 Use of Proceeds	Chapter 3 Use of Proceeds
Article 9 The Company shall use the proceeds	Article 9 When the Company uses the proceeds, it
according to the plan of investment with the	must	abide by the following requirements:
proceeds promised in the application documents of
issuance. Where any circumstances occur that	(1)	The application, approval	authority at
materially affect the normal operation of the plan		different levels and decision procedures in
of investment with the proceeds, the Company		respect of the use of proceeds;
shall report to the stock exchange and make an		The using department (unit)	fills	in an
announcement in a timely manner.		application slip which shall be	signed	by the
		person in charge of the department		(unit),
		reviewed by the person in charge of finance,
		executed by the relevant financial and
		treasury management departments		after
		being approved by the president and filed
		with the Office of the Board;
	(2)	The proceeds shall be used in accordance
		with the investment plan for	proceeds as
		committed in the offering	application
		documents;
	(3)	Where any circumstances	occur	that
		materially affect the normal operation		of the
		use plan of proceeds, the person in charge of
		the using department (unit)	shall	timely
		report to the president of the Company.
		Meanwhile, the Company shall	timely	report
		to the SSE and make a public announcement;

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

Original Article			New Article
		(4)	Where any of the following circumstances
			occurs to the proceeds investment project,
			the president of the Company shall organize
			the relevant departments and agencies of the
			Company to re-evaluate the feasibility,
			expected income, etc. of such investment
			projects, decide whether to continue the
			implementation of such projects, and
			disclose in the latest periodic reports of the
			progress of the projects, reasons for the
			abnormal circumstances and the investment
			projects after adjustments (if any):
			1. The market environment where the
			investment projects are made changes
			significantly;
			2. The investment projects delay for more
			than 1 year;
			3. The period for proceeds investment
			plan has expired, and the investment
			amount of the proceeds has not reached
			50% of relevant planned amount;
			4. Other abnormal situations occur to the
			investment projects.
Article 10 The Company shall not change the use		Article 10 Proceeds raised by the Company shall,
of proceeds or change the use of proceeds in a		in	principle, be utilized in principal businesses.
disguised way without a resolution	legitimately	When the Company uses proceeds, it may not act
made by the general meeting of the Company.		in the following manners:
		(1)	Change the purpose of proceeds in a
			disguised way through pledge, entrusted
			loans and other manners;
		(2)	Make available the proceeds, whether
			directly or indirectly, to connected parties
			such as the controlling shareholder(s) and de
			facto controller(s), or provide covenience to
			connected parties for inappropriate gains
			from the investment project;
		(3)	Other acts that violate the Regulations on the
			Management of Proceeds.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

Original Article						New Article	New Article
Article 11 The Company shall ensure the	This	article is		deleted.
truthfulness and fairness of the use of proceeds,
prevent connected persons from occupying or
misappropriating the proceeds, and take effective
measures to keep connected persons from seeking
illegitimate gains from the investment projects.
Shareholders of the Company are not allowed to
misappropriate or occupy the proceeds.
Article 12 When using the proceeds, the Company	Article 11 When using the proceeds, the Company
shall adhere to the principle of generating	shall	adhere			to	the	principle		of		generating
maximum benefit with minimum investment cost,	maximum benefit					with minimum			investment cost,
correctly seize investment opportunity and	correctly		seize			investment		opportunity				and
correctly handle the relationship among the	correctly		handle			the	relationship			among		the
investment amount, the investment progress and	investment		amount, the				investment progress					and
the investment effectiveness. The using	the investment				effectiveness.
department (unit) is required to fill in an
application slip for each expense relating to the
proceeds which shall be signed by the person in
charge of the department (unit), reviewed by the
person in charge of finance, executed by the
financial department after being approved by the
president and filed with the Office of the Board.
Article 13 The Company shall make overall review	This	article is		deleted.
on the progress of investment projects after each
accounting year.
Article 14 After deciding to stop the original	This	article is		deleted.
investment projects, the Company shall as soon as
possible and scientifically choose new investment
projects.
Article 15 Alteration made by the Company to the	This	article is		deleted.
method of implementation of the investment
project for proceeds shall be subject to
consideration and approval by the Board. A report
shall be made to the Shanghai Stock Exchange and
an announcement on the reasons for alteration
shall be published within 2 trading days.
	Article 12		In the case that the Company has made
	investment		with			self-funded		capital			into	the
	investment		project prior				to receiving the proceeds,
	the	Company’s				self-funded		capital			shall	be
	replaced by the				proceeds within			6	months from			the
	receipt thereof.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

	Original	Article	Article		New Article
				Such	replacement shall be subject to the
				consideration and approval by the Board with a
				verification report issued by an accountant firm
				and	the explicit consents from independent
				directors, the supervisory committee and the
				sponsor(s). The Company shall file a report to the
				SSE	and make an announcement within 2 trading
				days	after the meeting of the Board.
				Article 13 The temporarily unused proceeds may
				be delivered to cash management, and the invested
				product must meet the following conditions:
				(1)	High safety, principal preservation, and in
					the condition where the product issuer makes
					promise of preserving principal;
				(2)	Good fluidity and no impact on the normal
					operation of the proceeds investment plan.
					The invested product may not be pledged,
					and the specific product settlement account
					(if applicable) may not include funds other
					than proceeds or be used for other purposes.
					Where establishing or cancelling the specific
					product settlement account, the Company
					shall report to the SSE for record and make a
					public announcement within 2 trading days.
				Article 14 Where the Company invests the unused
				proceeds in any investment product, it shall be
				subject to consideration and approval by the
				Board, and require the explicit consents from the
				independent directors, the supervisory committee
				and the sponsor(s). The Company shall announce
				the following contents within 2 trading days after
				the meeting of the Board:
				(1)	The basic information of the proceeds,
					including the time for raising the proceeds,
					amount, net amount and investment plan etc;
				(2)	The information of the use of proceeds;
				(3)	The amount and period of unused proceeds
					that are invested in any investment product,
					and whether there is any act that changes the
					purpose of the proceeds in disguise and
					whether there is any measure that ensures the
					normal operation of proceeds project will not
					be affected;

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

Original Article New Article (4) The income distribution method, investment scope and safety of the invested product;
(5) Opinions from the independent directors, the supervisory committee and the sponsor(s).
Article 16 The Company may use its idle proceeds Article 15 Where the Company uses its unused for temporarily supplementing the working capital proceeds for temporarily supplementing the under the following conditions: working capital under the following conditions: (1) It may not change the purpose of proceeds in (1) It may not change the purpose of proceeds in disguise; disguise and may not affect the normal operation of proceeds investment plan;
(2) the normal operation of investment plan with proceeds shall not be influenced; (2) It is limited to the production and operation relating to principal business;
(3) the sponsor(s) shall provide explicit opinions of consent; (3) The time for each amount supplementing working capital will not exceed 12 months;
(4) the independent directors shall provide definite opinions of consent. (4) Previous due proceeds temporarily supplementing working capital have been
The aforesaid matters shall be subject to the repaid (if applicable). consideration and approval of the Board and shall be reported to the Shanghai Stock Exchange and announced within 2 trading days.

Where using more than 10% of the unused Where the Company uses its unused proceeds for proceeds from the fund raising to supplement the temporarily supplementing the working capital, it working capital, such use shall be subject to the shall be subject to the consideration and approval consideration and approval by the general meeting, by the Board and requires the explicit consents with the manner of online voting provided, and the from the independent directors, the supervisory opinions shall be independently issued and committee and the sponsor(s). The Company shall disclosed by independent directors and the report to the SSE and make an announcement sponsor(s). within 2 trading days after the meeting of the Board. Upon the expiry of the working capital supplement, the Company shall file to the stock Before the time for supplementing working capital exchange and announce within 2 trading days. expires, the Company shall pay such fund back to

Before the time for supplementing working capital expires, the Company shall pay such fund back to the special proceeds account, and shall report to the SSE and make an announcement within 2 trading days after the full repayment of fund.

Where the unused proceeds are used for temporarily supplementing the working capital, such proceeds shall be limited to the operation relating to principal business. The excess of the Net Proceeds Amount actually raised by the Company over the amount of the funds required by the project plan can act as back-up funding for supplementing the working capital of the Company or for other project investments after being resolved by the Board and approved by the general meeting.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

	Original Article		New Article
	Article 17 The persons in charge of the financial		This article is deleted.
	and project management departments shall keep
	track of the progress of the investment projects
	and the use of proceeds and report to the president
	of the Company on a regular basis.
	The financial department of the Company shall
	establish sound accounting records and ledgers for
	activities relating to the operation of proceeds and
	carry out accounting of the investment projects,
	and inspect and supervise the status and result of
	the use of proceeds on a regular basis.
			Article 16 The excess of the amount of the net
			proceeds actually raised by the Company over the
			amount of the funds planned to raise (hereinafter
			referred to as the “over-raised funds”) may be used
			to permanently supplement working capital or
			repay bank loans, provided that the accumulated
			amount used, for every 12 months, shall not
			exceed 30% of the total amount of the over-raised
			funds, and the Company shall undertake that it will
			not make high-risk investments and provide
			financial assistance for others within 12 months
			after supplementing the working capital.
			Article 17 Where the over-raised funds are used to
			permanently replenish working capital or repay
			bank loans, such use shall be subject to the
			consideration and approval by the Board and the
			shareholders’ meeting of the Company, with an
			access of online voting provided to the
			shareholders, and the opinions with explicit
			consent given by the independent directors, the
			supervisory committee and the sponsor(s). The
			Company shall, within 2 trading days after the
			Board meeting, report to the SSE and make an
			announcement on the following contents:
			(1) The basic information of the proceeds,
			including the time for raising the fund,
			amount, net amount, over-raised amount and
			investment plan etc;
			(2) The information of the use of proceeds;

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

	Original	Article	New Article
			(3) The necessity and detailed use plan of the
			over-raised funds used for permanently
			supplementing working capital and repaying
			bank loans;
			(4) The undertaking of not making high-risk
			investment or providing financial support for
			others within 12 months after supplementing
			working capital;
			(5) The impact on the Company brought by the
			use of over-raised funds for permanently
			supplementing working capital and repaying
			bank loans;
			(6) Opinions from the independent directors, the
			supervisory committee and the sponsor(s).
			Article 18 When the Company invests over-raised
			funds in projects under construction and new
			projects (including acquisition of assets), the
			investment will be limited to its main business.
			The Company shall apply the relevant provisions
			of Article 21 to 25 of these regulations, conduct
			the feasibility analysis of the investment project in
			a scientific and diligent manner, and timely carry
			out the obligation of disclosure.
			Article 19 After completion of individual
			proceeds-financed investment projects, if the
			Company will use the remaining proceeds
			(including interest income) for other investment
			projects, such use of proceeds shall be considered
			and approved by the Board, and may be used after
			explicit consents have been expressed by the
			independent directors, the supervisory committee
			and the sponsor(s). The Company shall submit a
			report to the SSE within 2 trading days after the
			Board meeting and publish an announcement.
			If the amount of remaining proceeds (including
			interest income) is less than RMB 1 million or less
			than 5% of the committed investment amount of
			proceeds for the project, the procedures stipulated
			in the preceding clause may be waived and the use
			of such proceeds shall be disclosed in the annual
			report.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

	Original	Article	New Article
			If the remaining proceeds (including interest
			income) from individual proceeds-financed
			investment projects of the Company will be used
			for other non-proceeds financed investment
			projects (including supplementing working
			capital), the relevant procedures and disclosure
			obligations for a change in investment projects
			shall be performed accordingly.
			Article 20 After the completion of all
			proceeds-financed investment projects, if the
			remaining proceeds (including interest income)
			represent more than 10% of the raised, such
			proceeds may be used after consideration and
			approval by the Board and the general meeting and
			after explicit consents have been expressed by
			independent directors, the supervisory committee
			and the sponsor(s). The Company shall submit a
			report to the SSE within 2 trading days after the
			Board meeting and publish an announcement.
			If the amount of remaining proceeds (including
			interest income) is less than 10% of the net
			proceeds raised, such proceeds may be used after
			consideration and approval by the Board and after
			explicit consents have been expressed by
			independent directors, the supervisory committee
			and the sponsor(s). The Company shall submit a
			report to the SSE within 2 trading days after the
			Board meeting and publish an announcement.
			If the amount of remaining proceeds (including
			interest income) is less than RMB 5 million or less
			than 5% of the Net Proceeds Amount, performance
			of the procedures stipulated in the preceding
			clause may be waived, but the use of such proceeds
			shall be disclosed in the lastest periodic report.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

	Original	Original	Article				New Article
Chapter 4 Change		in Use of Proceeds					Chapter 4 Change in Use of Proceeds
Article 18 Use of proceeds by the Company shall							Article 21 The proceeds shall be used by the
comply with the	requirements of the relevant laws,						Company according to the purposes as set out in
administrative	regulaions and				regulatory		the prospectus or offering document. Any change
documents. The	proceeds		shall be used		according		in the proceeds-financed investment projects must
to the purposes	as	set out in the prospectus or					be considered and approved by the Board meeting
offering document,		and	shall not	be		changed	and the general meeting, and after explicit
without approval by		the general meeting.					consents have been expressed by the independent
							directors, the sponsor(s) and the supervisory
							committee.
							If the Company only changes the implementation
							location of the proceeds-financed investment
							project, performance of the procedures stipulated
							in the preceding clause may be waived, but such
							change must be considered and approved by the
							Board of the Company, and a report shall be
							submitted to the SSE within 2 trading days and an
							announcement shall be published to explain the
							reasons for the change and the opinions of the
							sponsor(s).
Article 19 The use of proceeds after				change shall			Article 22 The proceeds-financed investment
be invested in its principal business				in	principle.		project of the Company after change shall be
							invested in its principal business.
							The Company shall conduct feasibility analysis of
							the new proceeds-financed investment project
							scientifically and prudently to ensure that the
							investment project will have better market
							prospect and profitability, can prevent investment
							risk effectively and enhance the efficiency of the
							use of proceeds.

Article 20 After the proposed change, the Board of This article is deleted. the Company shall conduct feasibility analysis of the new proceeds-financed investment project prudently to ensure that the investment project will have better market prospect and profitability, can prevent investment risk effectively and enhance the efficiency of the use of proceeds.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

Original Article New Article
Article 21 Proposed change in the use of proceeds Article 23 Proposed change in the by the Company shall be reported to the Shanghai proceeds-financed investment project by the Stock Exchange within 2 trading days after the Company shall be reported to the SSE within 2 proposal has been submitted to the Board for trading days after the proposal has been submitted consideration, and an announcement shall be made to the Board for consideration, and an with the following contents: announcement shall be made with the following contents:
(1) Basic information of the original projects and specific reasons for the change; (1) Basic information of the original proceeds-financed investment projects and
(2) Basic information, feasibility analysis and specific reasons for the change; warning of risks of the new projects; (2) Basic information, feasibility analysis and
(3) Investment plan of the new projects; warning of risks of the new proceeds-financed investment projects;
(4) Explanation on the approval of the relevant authority which have been obtained or to be (3) Investment plan of the new obtained by the new projects (if applicable); proceeds-financed investment projects;
(5) Opinions of independent directors, the (4) Explanation on the approval of the relevant supervisory committee and the sponsor(s) on authority which have been obtained or to be the change in use of proceeds; obtained by the new proceeds-financed investment projects (if applicable);
(6) Explanation on the change of investment projects for use of proceeds pending for (5) Opinions of independent directors, the submission to the general meeting for supervisory committee and the sponsor(s) on consideration; the change in the investment projects for use of proceeds;
(7) Other information as required by the Shanghai Stock Exchange. (6) Explanation on the change of investment projects for use of proceeds pending for submission to the general meeting for consideration;
(7) Other information as required by the SSE.

If the new proceeds-financed investment projects involve connected transaction, purchase of asset or foreign investment, disclosure is also required according to the provisions of the relevant rules.

Article 23 If the change in the use of proceeds by the Company is used for acquiring asset (including interest) from the controlling shareholder or de facto controller, it shall ensure that peer competition can be avoided effectively and connected transactions can be reduced after the acquisition.

Article 25 If the change in the proceeds-financed investment project by the Company is used for acquiring asset (including interest) from the controlling shareholder or de facto controller, it shall ensure that peer competition can be avoided effectively and connected transactions can be reduced after the acquisition.

The Company shall disclose the reasons for conducting transaction with the controlling shareholder or de facto controller, the pricing policy for connected transaction and the basis of pricing, the effect of connected transaction on the Company and the measures for resolving relevant problems.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

			Original Article	Original Article	Original Article	Original Article	Original Article						New Article
Article		24	After			completion			of		the	This	article is deleted.
proceeds-financed				investment			projects,			if	the
Company		allocates a			small amount of				remaining
proceeds		for	other		purposes,			the	following
conditions		shall be fulfilled:
(1)	Independent			directors			have		expressed
	independent opinions with						explicit consent;
(2)	Audit opinions				issued by		the accountancy
	firm	in respect			of	the audit report				of	the
	proceeds		project			are	“consistent”				or
	“basically consistent”;
(3)	The	sponsor(s)				has/have		expressed			an
	opinion of explicit					consent.
												Article 26 If the Company intends to transfer or
												swap the proceeds-financed investment projects
												(except proceeds-financed investment projects
												which have been fully transferred to or swapped
												with	external party during major asset
												restructuring of the Company), it shall report to
												the SSE within 2 trading days after the proposal
												has been submitted to the Board for consideration
												and	an announcement shall be made with the
												following contents:
												(1)	The specific reasons for the external transfer
													or swap of the proceeds-financed investment
													projects;
												(2)	The amount of proceeds used for investing in
													the projects;
												(3)	The completion progress of and beneficial
													effects realized by the projects;
												(4)	The basic information, feasibility analysis
													and warning of risks (if applicable) of the
													projects swapped in;
												(5)	The basis of pricing and related gains of the
													transfer or swap;
												(6)	The opinions of independent directors, the
													supervisory committee and the sponsor(s) on
													the transfer or swap of the proceeds-financed
													investment projects;
												(7)	Explanation on the requirement that the
													transfer or swap of the proceeds-financed
													investment projects is pending for
													consideration by the general meeting;
												(8)	Other information as required by the SSE.
												The Company shall pay sufficient attention to the
												receipt of transfer price and utilization, ownership
												change of the swap in asset and the continuous
												operation of the swap in asset, and perform the
												necessary obligations of information disclosure.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

Original Article New Article Chapter 5 Management and Supervision of the Chapter 5 Supervision of the Use of Proceeds Use of Proceeds Article 27 The internal audit department of the Article 25 The internal audit department of the Company shall inspect the deposit and use of the Company shall inspect the deposit and use of the proceeds at least once on a quarterly basis and proceeds at least once on a quarterly basis and timely report the inspection result to the Audit the result to the Audit Committee.

Article 25 The internal audit department of the Company shall inspect the deposit and use of the proceeds at least once on a quarterly basis and timely report the inspection result to the Audit Committee.

If the Audit Committee is of the opinions that non-compliance exists in the management of proceeds of the Company or the internal audit department fails to submit the report on inspection result pursuant to the provisions of the preceding clause, it shall report timely to the Board. The Board shall report to the SSE within 2 trading days after receipt of the report from the Audit Committee and make an announcement. The contents of the announcement include existing non-compliance in the management of proceeds, the consequences that have been or may be caused, and the measures that have been or intended to be adopted.

If the Audit Committee is of the opinions that non-compliance exists in the management of proceeds of the Company or the internal audit department fails to submit the report on inspection result pursuant to the provisions of the preceding clause, it shall report timely to the Board. The Board shall report to the Shanghai Stock Exchange within 2 trading days after receipt of the report from the Audit Committee and make an announcement. The contents of the announcement include existing non-compliance in the management of proceeds, the consequences that have been or may be caused, and the measures that have been or intended to be adopted.

The President of the Company shall convene office meetings on a regular basis according to practical circumstances or adopt other methods to examine the use of the relevant proceeds.

Article 26 The Board of the Company shall provide specific explanation on the deposit and utilization of proceeds raised during the year, and appoint an accountancy firm to conduct a special audit on the deposit and utilization of proceeds and issue a special audit report.

In the special audit report, an explicit audit opinion on whether the actual deposit and use of proceeds raised during the year are consistent with the content of the specific explanation provided by the Board. If the audit opinion issued by the accountancy firm is “basically inconsistent” or “entirely inconsistent”, the Board of the Company shall explain the reasons for the discrepancy and the rectification measures to be adopted and disclosure of the same shall be made in the annual report.

The President of the Company shall convene office meetings on a regular basis according to practical circumstances or adopt other methods to examine the use of the relevant proceeds.

Article 28 The Board of the Company shall conduct a full inspection on the progress of the proceeds-financed investment project on a semi-annual basis, and issue a Special Report on the Deposit and Actual Utilization of Proceeds of the Company (hereinafter “Special Report on Proceeds”) in respect of the deposit and utilization of the proceeds.

If discrepancy exists between the actual progress of the proceeds-financed investment project and the investment plan, the Company shall explain the specific reasons in the Special Report on Proceeds. If utilization of idle proceeds in investment products exists during the current period, the Company shall disclose in the Special Report on Proceeds the gains during the current reporting period and other information such as the investment percentage as at the end of the period, the contractual party, the name of product and the term.

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APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

		Original Article	Original Article				New Article
							The Special Report on Proceeds shall be
							considered and approved by the Board and the
							supervisory committee, and shall be reported to
							the SSE within 2 trading days after submission to
							the Board for consideration and an announcement
							shall be made. During the annual audit, the
							Company shall appoint an accountancy firm to
							issue a verification report on the deposit and
							utilization of the proceeds, which shall be
							submitted to the SSE at the time of disclosure of
							the annual report, as well as disclosed on the
							website of the SSE at the same time.
Article	27	Independent	directors shall			pay	Article 29 Independent directors, the audit
attention to whether any material				difference		exists	committee of the Board and the supervisory
between the actual utilization of proceeds and the							committee shall pay continuous attention to the
information		disclosure of	the	Company.		With	actual management and utilization of proceeds.
consent	from more than half of			the independent			More than half of the independent directors, the
directros, the		independent directors			may engage an		audit committee of the Board or the supervisory
accountancy firm to conduct			a special audit on the				committee may engage an accountancy firm to
utilization of proceeds. The			Company shall			fully	issue a verification report on the deposit and
cooperate with the special audit work and bear the							utilization of proceeds. The Company shall
necessary audit costs.							cooperate actively and bear the necessary costs.
							The Board shall report to the SSE within 2 trading
							days after receipt of the verification report as
							required in the preceding clause and make an
							announcement. If the verification report is of the
							opinions that non-compliance exists in the
							management and utilization of proceeds of the
							Company, the Board shall also publish an
							announcement on the non-compliance that exists
							in the deposit and utilization of proceeds, the
							consequences that have been or may be caused and
							the measures which have been or are intended to be
							adopted.
Article 29 The sponsor(s) is/are entitled to conduct							Article 31 The sponsor(s) is/are entitled to conduct
at least one on-site inspection on				the utilization of			at least one on-site inspection on the deposit and
the proceeds		of the Company on		quarterly basis.			utilization of the proceeds of the Company
							semi-annually.
							Article 32 After the end of each accounting year,
							the Board of the Company shall disclose in the
							Special Report on Proceeds the conclusive
							opinions of the special inspection report issued by
							the sponsor(s) and the verification report issued by
							the accountancy firm.

— 28 —

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

	Original	Original	Article	Article	New Article
					Article 33 These Articles are applicable to
					proceeds-financed investment projects which are
					implemented through subsidiaries of the Company
					or other entities controlled by the Company.
					Article 37 The internal supporting document of
					these Articles is the Articles of Association; the
					external supporting documents of these Articles
					include: laws, regulations and rules of, inter alia,
					the Company Law, the Securities Law,
					Administrative Measures for the Initial Public
					Offering and Listing of Stocks, Supervisory
					Guidelines No. 2 for Listed Companies —
					Supervisory Requirements for Management and
					Utilizaiton of Proceeds of Listed Companies,
					Rules Governing the Listing of Stocks on the
					Shanghai Stock Exchange, the Administrative
					Measures of the Shanghai Stock Exchange for the
					Capital Raised by Listed Companies.

Note: The unchanged articles in the original “Regulations on the Management of Proceeds” 《募集資金管理制度》 ( ) are not set out in the above table; the relevant serial number will be adjusted accordingly pursuant to the amended contents.

— 29 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Explanation Table of the Proposed Amendments to the Articles of Association[*]

Original Articles	Original Articles	Articles after Proposed Amendments	Articles after Proposed Amendments	Basis
Article 151 The Board shall exercise		Article 151 The Board shall exercise		Article 7 and Article 27 under
the	following functions and powers:	the	following functions and powers:	the	Measures		for	the
				Compliance		Management			of
(1)	to convene general meetings and	(1)	to convene general meetings and	Securities		Companies		and
	report to general meetings;		report to general meetings;	Securities		Investment		Fund
				Management Companies
(2)	to implement resolutions of	(2)	to implement resolutions of
	general meetings;		general meetings;
(3)	to resolve on the Company’s	(3)	to resolve on the Company’s
	business plans and investment		business plans and investment
	plans;		plans;
(4)	to prepare the annual financial	(4)	to prepare the annual financial
	budgets and final accounting		budgets and final accounting
	plans of the Company;		plans of the Company;
(5)	to prepare the profit distribution	(5)	to prepare the profit distribution
	plan and loss makeup plan of the		plan and loss makeup plan of the
	Company;		Company;
(6)	to formulate proposals for the	(6)	to formulate proposals for the
	Company in respect of increase		Company in respect of increase
	or reduction of registered capital,		or reduction of registered capital,
	issue of bonds or other securities		issue of bonds or other securities
	and the listing thereof;		and the listing thereof;
(7)	to formulate plans for material	(7)	to formulate plans for material
	acquisition, purchase of shares of		acquisition, purchase of shares of
	the Company, merger, division,		the Company, merger, division,
	dissolution or transformation of		dissolution or transformation of
	the Company;		the Company;
(8)	to determine, within the	(8)	to determine, within the
	authority granted by the general		authority granted by the general
	meeting, such matters as external		meeting, such matters as external
	investment, acquisition and		investment, acquisition and
	disposal of assets, asset		disposal of assets, asset
	mortgage, external guarantee,		mortgage, external guarantee,
	consigned financial management,		consigned financial management,
	connected transactions, etc.;		connected transactions, etc.;
(9)	to decide on the establishment of	(9)	to decide on the establishment of
	internal management		internal management
	organizations of the Company;		organizations of the Company;

— 30 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles		Articles after Proposed Amendments Basis	Articles after Proposed Amendments Basis
(10)	to appoint or dismiss	the	(10)	to appoint or dismiss the
	president and secretary to	the		president and secretary to the
	Board of the Company;	to		Board of the Company; to
	appoint or dismiss senior			appoint or dismiss senior
	management officers including			management officers including
	vice president(s) and the person			vice president(s), the person in
	in charge of finance of	the		charge of finance and the Chief
	Company in accordance with	the		Compliance Officer of the
	nominations by president, and to			Company in accordance with the
	determine their remunerations,			nominations by president, and to
	rewards and penalties;			determine their remunerations,
				rewards and penalties;
(11)	to set up the basic management
	system of the Company;		(11)	to set up the basic management
				system of the Company;
(12)	to formulate proposals for	any
	amendment to the Articles	of	(12)	to formulate proposals for any
	Association;			amendment to the Articles of
				Association;
(13)	to manage information disclosure
	of the Company;		(13)	to manage information disclosure
				of the Company;
(14)	to propose to the general meeting
	the appointment or replacement		(14)	to propose to the general meeting
	of the accounting firms which			the appointment or replacement
	provide audit services to	the		of the accounting firms which
	Company;			provide audit services to the
				Company;
(15)	to listen to work reports of	the
	president and review his or	her	(15)	to listen to work reports of the
	work;			president and review his or her
				work;
(16)	to formulate the risk control
	systems of the Company;		(16)	to determine the compliance
				management objectives of the
(17)	to determine Directors’			Company, and assume
	remunerations and distribution			responsibility for the
	plan thereof; and			effectiveness of compliance
				management, including but not
(18)	to exercise other functions	and		limited to, to consider and
	powers as stipulated by laws,			approve the fundamental
	administrative regulations,			system of compliance
	departmental rules or the Articles			management and the annual
	of Association.			compliance reports, to evaluate
				the effectiveness of compliance
The	Board may resolve on the issues			management, to supervise the
specified in the above paragraphs		by		resolution of problems existing
approval of more than half of		the		in compliance management and
Directors save for the issues specified				to establish the mechanism for
in (6), (7) and (12), for which approval				direct communication with the
of	two-thirds of the Directors	is		Chief Compliance Officer and
required.				to ensure assessment by the
				Chief Compliance Officer on
				senior management officers,

— 31 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Original Articles	Original Articles						Articles after Proposed Amendments Basis
The	Board	and		Chairman			of	the	each department, branch and
Company shall exercise their powers to									subsidiary of each level
the	extent	as		provided		by	laws,		(“Subordinate Units”),
administrative regulations,						the	CSRC		compliance department and
and	the Articles			of	Association,			and	compliance management
shall	not	exceed			their	powers		to	personnel;
interfere in		operation and management
by management			personnel.						(17) to formulate the risk control
									system of the Company;
Matters beyond					the	scope		of
authorization of the general meeting									(18) to determine Directors’
should be		submitted to the					general		remunerations and distribution
meeting for		consideration.							plan thereof; and
									(19) to exercise other functions and
									powers as stipulated by laws,
									administrative regulations,
									departmental rules or the Articles
									of Association.
									The Board may resolve on the issues
									specified in the above paragraphs by
									approval of more than half of the
									Directors save for the issues specified
									in (6), (7) and (12), for which approval
									of two-thirds of the Directors is
									required.
									The Board and Chairman of the
									Company shall exercise their powers to
									the extent as provided by laws,
									administrative regulations, the CSRC
									and the Articles of Association, and
									shall not exceed their powers to
									interfere in the operation and
									management by management
									personnel.
									Matters beyond the scope of
									authorization of the general meeting
									should be submitted to the general
									meeting for consideration.

— 32 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original	Articles	Articles	Articles				Articles after Proposed Amendments	Articles after Proposed Amendments	Basis
Article 189 The senior				management			Article 189 The senior management		Article	9 under the Measures
officers	in		charge of	compliance			officers in charge of compliance		for	the		Compliance
management,			risk management,		legal		management, risk management, legal		Management		of	Securities
affairs and		the audit department			shall		affairs and the audit department shall		Companies		and	Securities
not concurrently hold the office of							not concurrently hold the office	of	Investment				Fund
other positions and duties of which							other positions and duties of which		Management		Companies
conflict with compliance				management,			conflict with compliance management,
risk management, legal				affairs		and	risk management, legal affairs	and
auditing,	and		shall not	concurrently			auditing, and shall not concurrently
take charge		of the department and the					take charge of the department and	the
functions		of	which conflict		with		functions of which conflict with
compliance			management,			risk	compliance management, risk
management,			legal	affairs		and	management, legal affairs	and
auditing.							auditing.
The senior management officers of the							The senior management officers of	the
Company	shall provide support for the						Company shall provide support for	the
work of compliance management,						risk	work of compliance management, risk
management,			legal affairs and		audit		management, legal affairs and audit
department.							department.
							The senior management officers of
							the Company shall take charge of
							implementing the compliance
							management objectives, assume	the
							responsibility for compliance
							operation, and perform the following
							compliance management duties:
							(1) establishing and improving	the
							organizational structure	of
							compliance management,
							following compliance
							management procedures,
							employing adequate and
							appropriate compliance
							managers, and providing
							sufficient human resources,
							material resources, financial
							resources, technical support
							and guarantee for their
							performance of duties;
							(2) reporting and making
							rectifications of the violations
							of laws and regulations found,
							and implementing	the
							accountability;
							(3) other compliance management
							duties as stated in the Articles
							of Association or determined
							by the Board.

— 33 —

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Original Articles	Articles after Proposed Amendments	Basis
Article 198 The Company shall have	Article 198 The Company shall have	Article 11, Article 13, Article
the Chief Compliance Officer. The	the Chief Compliance Officer. The	25 and Article 26 under the
Chief Compliance Officer shall be the	Chief Compliance Officer shall be the	Measures for	the Compliance
Company’s senior management officer	Company’s senior management officer	Management	of	Securities
who shall be accountable for and report	who shall be accountable for and report	Companies	and	Securities
duty to the Board for internal matters;	duty to the Board for internal matters;	Investment			Fund
and shall be accountable for and report	and shall be accountable for and report	Management	Companies
duty to the regulatory authority	duty to the regulatory authority
pursuant to the provisions for external	pursuant to the provisions for external
matters. The Chief Compliance Officer	matters. The Chief Compliance Officer
shall not concurrently take the duties	shall not concurrently take the duties
of operational management nor make	of operational management or take
decisions for specific operational	charge of the department of which
management activities.	conflict with compliance
	management function, nor make
The Company shall sufficiently protect	decisions for specific operational
the independence of the Chief	management activities.
Compliance Officer and safeguard his
or her full right of information and	The Company shall sufficiently protect
enquiry necessary for implementing his	the independence of the Chief
or her duties. The Chief Compliance	Compliance Officer and safeguard his
Officer shall have the right to	or her full right of information and
participate in or attend meetings	enquiry necessary for implementing his
related to the implementation of his or	or her duties. When the Company
her duties, access to and read the	convenes important meetings, such
relevant files and information, and	as a Board meeting and a business
require the Company’s relevant	decision meeting, which the Chief
personnel to give explanation on	Compliance Officer requires to
relevant matters.	participate in or attend, a prior
	notice shall be delivered to the Chief
The Company’s shareholders,	Compliance Officer. The Chief
Directors and senior management	Compliance Officer shall have the right
officers shall not violate the stipulated	to participate in or attend relevant
duties and procedures nor give direct	meetings, access to and duplicate
instructions to the Chief Compliance	relevant files and information if
Officer or interfere with his or her	necessary for implementing his or
work. The Company’s Directors,	her duties, and require relevant
Supervisors, senior management	personnel of the Company to give
officers and all departments and	explanation on relevant matters, and
branches shall provide support to and	ask for information from those
coordinate with the Chief Compliance	institutions which provide auditing,
Officer and shall not, by any reason,	legal and other intermediary services
restrict or prevent the Chief	to the Company. When the Chief
Compliance Officer from performing	Compliance Officer considers it
his or her duties.	necessary, he or she could employ
	external professional institutions or
	personnel directly to assist in his
	jobs under the name of the Company,
	and the costs shall be borne by the
	Company.

— 34 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles				Articles after Proposed Amendments	Basis
Article 199 The		Chief Compliance			The Company’s shareholders,	Article	18 under the Measures
Officer shall possess the following					Directors and senior management	for	the		Compliance
qualifications as		required by	the		officers shall not violate the stipulated	Management		of	Securities
CSRC:					duties and procedures nor give direct	Companies		and	Securities
					instructions to the Chief Compliance	Investment				Fund
(1)	he or she	has obtained	the		Officer or interfere with his or her	Management		Companies
	qualifications for taking the		role		work. The Company’s Directors,
	of a senior management officer			at	Supervisors, senior management
	a securities company;				officers and Subordinate Units shall
					provide support to and coordinate with
(2)	he or she	is familiar	with		the Chief Compliance Officer and shall
	securities business, thoroughly				not, by any reason, restrict or prevent
	understands	laws, regulations			the Chief Compliance Officer from
	and standards related			to	performing his or her duties.
	securities, and possesses		such
	professional	knowledge	and		In the event that the Company does
	skills required for carrying		out		not accept the compliance review
	compliance management;				opinion of the Chief Compliance
					Officer, relevant matters shall be
(3)	he or she has been engaging			in	submitted to the Board for
	securities work for more		than		decision-making.
	five years;	has passed	the
	Competence	Examination	for		Article 199 The Chief Compliance
	Compliance	Management			Officer shall thoroughly understand
	Personnel	of Securities			relevant laws, regulations and
	Companies	organized by	the		standards. He or she shall be an
	Securities Association of China,				honest and credible person, who is
	the National Judicial				familiar with the securities and fund
	Examination	or the	bar		businesses, and possesses such
	examination;	or has more	than		professional knowledge and skills
	8-years	legal working			required for carrying out compliance
	experience; or has held a position				management. In addition, such
	of professional regulation			at	person shall meet with the following
	securities regulatory authority				criteria:
	for more than eight years.
					(1) he or she has been engaging in
					securities and funds work for
					more than ten years, and has
					passed the Competence
					Examination for Compliance
					Management Personnel
					organized by the Securities
					Association of China or Asset
					Management Association of
					China; or he or she has been
					engaging in securities and
					funds work for more than five
					years, and has passed the legal
					professional qualification

— 35 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original	Original	Original	Original	Articles	Articles	Articles	Articles	Articles	Articles											Articles after Proposed Amendments	Basis
Article			200				The			Chief					Compliance					examination; or he or she has	Article 7 and Article 19 under
Officer					shall				be			appointed						and		worked in securities regulatory	the	Measures		for	the
dismissed						by			the			Board					of	the		authorities or self-discipline	Compliance		Management of
Company.						Prior			to	the appointment of										organization in securities or	Securities		Companies		and
the	Chief					Compliance							Officer, such							fund industry for more than	Securities		Investment		Fund
appointment							shall			be reported to								and		five years;	Management Companies
approved					by		the delegated								authority by
the	CSRC						where					the		Company					is	(2) financial regulatory authorities
domiciled.																				have not imposed any
																				administrative penalty or
The	dismissal of the											Chief			Compliance					implemented any material
Officer			shall				be		made with						appropriate					administrative measure on
reasons			and,				the fact					of	and				the reason			such person over the past three
for dismissal and the reasons for such																				years;
dismissal					shall			be reported								in writing,
within three							business days										since	the		(3) other conditions set by the
date		of		dismissal,								to	the				delegated			CSRC.
authority						by		the			CSRC					where		the
Company					is		domiciled.													Article 200 The Chief Compliance
																				Officer shall be appointed, dismissed
																				and assessed by the Board of the
																				Company, prior to the appointment of
																				the Chief Compliance Officer, the
																				Company shall submit the
																				curriculum vitae and relevant
																				materials of evidence to the delegated
																				authority by the CSRC where the
																				Company is domiciled for approval.
																				The dismissal of the Chief Compliance
																				Officer shall be made with appropriate
																				reasons and, the fact of and the reason
																				for dismissal and the reasons for such
																				dismissal shall be reported in writing,
																				within 10 business days prior to the
																				date of relevant Board meeting, to
																				the delegated authority by the CSRC
																				where the Company is domiciled.
																				The proper reasons as set out under
																				the previous clause shall include the
																				individual application made by the
																				Chief Compliance Officer, or change
																				of chief compliance officer under the
																				order of the CSRC and its delegated
																				authority, or there is evidence
																				showing that such person is unable to
																				perform normal duties or fails to be
																				diligent and responsible, etc.

— 36 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles		Articles after Proposed Amendments	Basis
Article 201 In the event that the Chief		Article 201 In the event that the Chief	Article	20 under the Measures
Compliance Officer is unable to		Compliance Officer is unable to	for	the		Compliance
perform his or her duties or is absent,		perform his or her duties or is absent,	Management		of	Securities
the Company shall timely designate a		the chairman or Chief Operating	Companies		and	Securities
senior management officer who meets		Officer of the Company shall	Investment				Fund
the requirements of the regulatory		perform the duties on his or her	Management		Companies
authority to perform the duties on		behalf, within 3 business days since
behalf of the Chief Compliance		the date of decision, a report in written
Officer. Within three business	days	form shall be made to the delegated
since the date of decision, a report in		authority by the CSRC where the
written form shall be made to the		Company is domiciled. The period of
delegated authority by the CSRC where		acting shall not exceed 6 months.
the Company is domiciled. The acting
personnel shall not be in charge of the		The Chief Compliance Officer shall
department which is in conflict	with	resign from his or her position by
the compliance management duties.		giving one month prior notice to the
The period of acting shall not exceed 6		Board of the Company, and report to
months. The Company shall select,		the delegated authority by the CSRC
internally, a competent and qualified		where the Company is domiciled.
person to act as the Chief Compliance		The Chief Compliance Officer shall
Officer within 6 months.		not cease performing his or her
		duties until his or her resignation has
		been approved.
		In the event that the Chief
		Compliance Officer is absent, the
		Company shall select, internally, a
		competent and qualified person to act
		as the Chief Compliance Officer within
		6 months.

— 37 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Articles after Proposed Amendments	Articles after Proposed Amendments	Basis
Article 202 The Chief Compliance		Article 202 The Chief Compliance		Article	11, Article 12, Article
Officer shall be responsible for		Officer shall be responsible for		13, Article		14,	Article			15,
reviewing, supervising and examining		reviewing, supervising and examining		Article	16,	Article		24		and
the	legality and compliance of the	the	legality and compliance of the	Article	27 under the			Measures
operational management and business		operational management and business		for	the		Compliance
activities of the Company and its staff.		activities of the Company and its staff		Management		of	Securities
The	Chief Compliance Officer’s main	members. The Chief Compliance		Companies		and	Securities
duties are as follows:		Officer’s main duties are as follows:		Investment					Fund
				Management		Companies
(1)	to be responsible for organizing,	(1)	to be responsible for organizing
	guiding and supervising the		the drafting of the basic
	implementation of the duties of		compliance management rules
	compliance management by the		and other compliance
	compliance management		management rules of the
	department, carrying out		Company, and urge and guide
	performance appraisal regarding		the implementation of such
	the work of the compliance		rules by all Subordinate Units
	management department, and		of the Company;
	coordinating and managing the
	appointment and dismissal,	(2)	Where any change is made to
	remuneration and punishment of		the laws, regulations and
	compliance management		standards, to give advice to the
	personnel;		Board or senior management
			officers in a timely manner and
(2)	to supervise the Company’s		monitor and guide the
	relevant departments for their		Company’s relevant departments,
	implementation of internal		to evaluate their impact on the
	control system and business		Company’s compliance
	rules, and pursuant to the		management, to amend and
	changes made to the laws,		improve the relevant
	regulations and standards, to		management system and business
	give advice to the Board or the		procedures;
	operational management in a
	timely manner and monitor and
	guide the Company’s relevant
	departments, to evaluate the
	impact on the Company’s
	compliance management brought
	by the laws, regulations and
	standards, to amend and improve
	the relevant management system
	and business procedures;

— 38 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Articles after Proposed Amendments Basis	Articles after Proposed Amendments Basis
(3)	to conduct compliance	(3)	to conduct compliance
	examination regarding the		examination regarding the
	Company’s internal control		Company’s internal control
	system, major decisions, new		system, major decisions, new
	products and new business		products and new business
	proposals, and to issue written		proposals, and to issue written
	opinions on compliance		opinions on compliance
	examination. When the securities		examination. When the securities
	regulatory authority requires		regulatory authority and the
	conducting a compliance		self-disciplinary organization
	examination regarding such		require conducting a compliance
	application materials or reports		examination regarding such
	submitted by the Company, the		application materials or reports
	Chief Compliance Officer shall		submitted by the Company, the
	examine and sign express		Chief Compliance Officer shall
	opinions on such application		examine and sign compliance
	materials or reports;		examination opinions on such
			application materials or reports.
(4)	to adopt effective measures for		Other relevant senior
	supervising the compliance of		management officers of the
	the operational management and		Company shall be responsible
	practice of the Company and its		for the truth, accuracy and
	staff, and regular and irregular		completeness of basic fact and
	examination will be conducted		business information in the
	pursuant to the requirements of		application materials or
	the securities regulatory		reports;
	authority and the provisions of
	the Company;	(4)	to supervise and examine the
			compliance of the operation
			management and practicing
			behavior of the Company and
			its staff members;
		(5)	to assist the Board and senior
			management officers to
			establish and execute the
			information separation barriers,
			interest conflict management
			and anti-money laundering
			systems;

— 39 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Articles after Proposed Amendments Basis	Articles after Proposed Amendments Basis
(5) should any act of the Company	(6)	to provide compliance
be found in violation of laws and		consultancy to and organize
regulations or should there be		compliance trainings for senior
any hidden risk of compliance,		management officers and all
such shall be reported to the		Subordinate Units, and to
Company’s Board of Directors in		guide and urge the relevant
a timely manner and shall be		departments of the Company to
reported simultaneously to the		handle such complaints and
delegated authority by the CSRC		reports involving the act in
where the Company is domiciled.		violation of laws and regulations
Should such act be in violation of		conducted by the Company and
norms of the industry and the		its staff;
rules of self-discipline, such
shall also be reported to the	(7)	to report promptly to the
relevant self-disciplinary		Board and Chief Operating
organization;		Officer of the legal and
		regulatory compliance of the
As for act in violation of laws and		Company’s operation and
regulations or hidden risk of		management and carrying out
compliance, opinions on suspension		of compliance management;
and handling shall be timely delivered		should any act of the Company
to the Company’s relevant authorities		be found in violation of laws and
or departments and such authorities or		regulations or should there be
departments shall be urged to make		any hidden risk of compliance,
rectifications. At the same time, the		such shall be reported to the
Company is urged to report		Company’s Board of Directors
rectification results to the delegated		and Chief Operating Officer,
authority by the CSRC where the		propose opinion to handle and
Company is domiciled. If it is		supervise the rectification. At the
necessary, such actor risk shall be also		same time, the Company is urged
reported to the relevant		to report rectification results to
self-disciplinary organization;		the delegated authority of the
		CSRC where the Company is
		domiciled. If the Company fails
		to report promptly, it shall
		directly report to the delegated
		authority of the CSRC where
		the Company is domiciled. If it
		is necessary, such actor risk shall
		be also reported to the relevant
		self-disciplinary organization;

— 40 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Articles after Proposed Amendments Basis	Articles after Proposed Amendments Basis
(6)	to maintain the contact and	(8)	to handle such matters as
	communication with the		required to be investigated by
	securities regulatory authority		the securities regulatory
	and the self-disciplinary		authority and the
	organization, to take the		self-disciplinary organization
	initiative to cooperate with the		in a timely manner, to
	securities regulatory authority		cooperate with the securities
	and the self-disciplinary		regulatory authority and the
	organization, to handle		self-disciplinary organization
	investigation as required by the		in the examination and
	securities regulatory authority		investigation into the Company
	and the self-disciplinary		and to follow up and evaluate
	organization in a timely manner,		the implementation of
	to cooperate with the securities		regulatory opinions and
	regulatory authority and the		requirements;
	self-disciplinary organization in
	respect of the Company’s	(9)	to conduct special compliance
	examination and investigation, to		assessment on senior
	follow up and evaluate the		management officers of the
	implementation of regulatory		Company and all Subordinate
	opinions and regulatory		Units according to laws,
	requirements;		regulations, regulatory and
			self-disciplinary rules;
(7)	to provide compliance
	consultancy to the	(10)	to conduct assessment on the
	decision-making group,		compliance department,
	management, all departments and		compliance management
	all branches of the Company, to		officers and other compliance
	organize compliance training and		officers of subsidiaries who
	to assist the Company’s		shall be assessed by the Chief
	operational management level to		Compliance Officer according
	cultivate and develop compliance		to laws, regulations, regulatory
	culture;		and self-disciplinary rules;
(8)	to organize and prepare interim	(11)	other compliance duties as
	compliance report and annual		required by the regulatory
	compliance report pursuant to		authority or the Company.
	the provisions, and to submit
	such reports to the Board of
	Directors for consideration and
	approval;

— 41 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Original Articles	Articles after Proposed Amendments Basis	Articles after Proposed Amendments Basis	Articles after Proposed Amendments Basis
	(9)	to seek advice from the securities
		regulatory authority and the
		self-disciplinary organization, in
		the event that the provisions of
		laws, regulations and standards
		are not expressly stated and it is
		difficult to judge the compliance
		of the operational management
		and practice of the Company and
		its staff;
	(10)	to organize and implement the
		systems of anti-money
		laundering and information
		separation barriers;
	(11)	to handle such complaints and
		reports involving the act in
		violation of laws and regulations
		conducted by the Company and
		its staff.
	(12)	to file the documents and data
		related to the performance of his
		or her duties for future reference.
		Such documents and data include
		the issued opinions on
		compliance examination,
		provided consultation opinions
		on compliance, signed company
		documents and the working
		paper regarding compliance
		inspection, and to keep record of
		the performance of duties; and
	(13)	other compliance duties as
		required by the regulatory
		authority or the Company.

— 42 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Articles after Proposed Amendments	Articles after Proposed Amendments	Basis
Article 219 The Supervisory		Article 219 The Supervisory		Article	8 under the		Measures
Committee shall be accountable to		Committee shall be accountable to		for	the	Compliance
the	general meeting and exercise the	the	general meeting and exercise the	Management		of	Securities
following functions and powers:		following functions and powers:		Companies		and	Securities
				Investment				Fund
(1)	to review the periodic reports of	(1)	to review the periodic reports of	Management		Companies
	the Company prepared by the		the Company prepared by the
	Board and submit written review		Board and submit written review
	opinions thereon;		opinions thereon;
(2)	to check the financial condition	(2)	to check the financial condition
	of the Company;		of the Company;
(3)	to monitor the Directors and	(3)	to monitor the Directors and
	senior management officers in		senior management officers in
	the discharge of their duties, and		the discharge of their duties and
	propose dismissal of Directors		their performance of
	and senior management officers		compliance management
	who have violated laws,		duties, and propose dismissal of
	administrative regulations, the		Directors and senior management
	Articles of Association or the		officers who have violated laws,
	resolutions of the general		administrative regulations, the
	meetings;		Articles of Association or the
			resolutions of the general
(4)	to require Directors and senior		meetings and assume the
	management officers to correct		primary or leadership
	their acts that are harmful to the		responsibility for the
	interests of the Company;		occurrence of major
			compliance risks;
(5)	to propose the convening of
	extraordinary general meetings,	(4)	to require Directors and senior
	and convene and preside over the		management officers to correct
	general meetings, if the Board		their acts that are harmful to the
	fails to perform the obligations		interests of the Company;
	to convene and preside over the
	general meetings in accordance	(5)	to propose the convening of
	with Company Law;		extraordinary general meetings,
			and convene and preside over the
(6)	to propose a proposal to general		general meetings, if the Board
	meeting;		fails to perform the obligations
			to convene and preside over the
			general meetings in accordance
			with Company Law;

— 43 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Articles after Proposed Amendments Basis	Articles after Proposed Amendments Basis
(7)	to formulate the amount of the	(6)	to propose a proposal to general
	remuneration of the Company’s		meeting;
	Supervisors and the proposal for
	the method of distributing such	(7)	to formulate the amount of the
	remuneration;		remuneration of the Company’s
			Supervisors and the proposal for
(8)	to bring an action of law against		the method of distributing such
	Directors and senior management		remuneration;
	officers according to the
	provisions of the Company Law;	(8)	to bring an action of law against
			Directors and senior management
(9)	to check the financial report, the		officers according to the
	operational report and the profit		provisions of the Company Law;
	distribution plan that the Board
	proposes to submit to the general	(9)	to check the financial report, the
	meeting, and in case of any doubt		operational report and the profit
	or any operational abnormality		distribution plan that the Board
	of the Company, start an		proposes to submit to the general
	investigation and if necessary,		meeting, and in case of any doubt
	employ an accounting firm, law		or any operational abnormality
	firm or other professional		of the Company, start an
	institutions to assist in his or her		investigation and if necessary,
	work at the expenses of the		employ an accounting firm, law
	Company.		firm or other professional
			institutions to assist in his or her
			work at the expenses of the
			Company.

— 44 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Articles after Proposed Amendments	Articles after Proposed Amendments	Basis	Basis
Article 305 Definitions		Article 305 Definitions		Amendments			have	been	made
				in	accordance			with	the
(1)	the “controlling shareholders”	(1)	the “controlling shareholders”	Listing		Rules,		the	latest
	shall refer to shareholders who		shall refer to shareholders who	accounting			standards		and
	possess one of the following		possess one of the following	relevant				regulatory
	conditions:		conditions:	provisions
1.	such shareholder’s shareholding	1.	such shareholder’s shareholding
	accounts for more than 30% of		accounts for more than 30% of
	the total equity of the Company		the total equity of the Company
	when he or she is taking action		when he or she is taking action
	alone or taking concerted action		alone or taking concerted action
	with others; such shareholder		with others; such shareholder
	may exercise more than 30% of		may exercise more than 30% of
	the voting right of the Company		the voting right of the Company
	or may control more than 30% of		or may control more than 30% of
	the voting right of the Company		the voting right of the Company
	when he or she is taking action		when he or she is taking action
	alone or taking concerted action		alone or taking concerted action
	with others; should the ratio of		with others; should the ratio of
	shareholding of such shareholder		shareholding of such shareholder
	is less than 30%, such voting		is less than 30%, such voting
	right he or she is entitled to may		right he or she is entitled to may
	produce material impact on the		produce material impact on the
	resolution of the general		resolution of the general
	meeting.		meeting.
2.	when such shareholder is taking	2.	when such shareholder is taking
	action alone or taking concerted		action alone or taking concerted
	action with others, he or she may		action with others, he or she may
	decide more than a half of the		decide more than a half of the
	candidates for the directors;		candidates for the directors;
3.	when such shareholder is taking	3.	when such shareholder is taking
	action alone or taking concerted		action alone or taking concerted
	action with others, he or she may		action with others, he or she may
	control the Company.		control the Company.
(2)	the “de facto controller” refers to	(2)	the “de facto controller” refers to
	that although such controller is		that although such controller is
	not a shareholder of the		not a shareholder of the
	Company, he or she is a legal		Company, he or she is a legal
	person, other organizations or		person, other organizations or
	individuals who can actually		individuals who can actually
	dominate the Company and the		dominate the Company and the
	Company’s shareholders to		Company’s shareholders to
	exercise the rights of		exercise the rights of
	shareholders by laws or in real		shareholders by laws or in real
	fact through investment		fact through investment
	relations, agreements or other		relations, agreements or other
	arrangement.		arrangement.

— 45 —

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Articles after Proposed Amendments Basis	Articles after Proposed Amendments Basis
(3)	the “connected relations” refers	(3)	the “connected relations”
	to the relationship between the		refers to the relationship
	Company’s controlling		between the Company’s
	shareholders, de facto controller,		controlling shareholders, de
	directors, supervisors, senior		facto controller, directors,
	management officers and those		supervisors, senior
	enterprises which are directly or		management officers and those
	indirectly controlled by the		enterprises which are directly
	foregoing parties and such other		or indirectly controlled by the
	relationships which may cause		foregoing parties and such
	the interests of the Company to		other relationships which may
	be transferred. However, the		cause the interests of the
	state-controlled enterprises do		Company to be transferred.
	not have connected relations		However, the state-controlled
	merely because they are all being		enterprises do not have
	controlled by the State.		connected relations merely
			because they are all being
	The “connected persons” and		controlled by the State.
	“connected transactions” shall
	refer to such connected persons	(4)	the “internal directors” shall
	and connected transactions as		refer to such directors who are
	referred in the Ministry of		concurrently taking other
	Finance’s Enterprise Accounting		positions in the securities
	Standard——Disclosure of		company; The “independent
	Connected Persons (《企業會計		directors” shall refer to those
	準則—關聯方披露》).		external directors who do not
			have any relationship with the
(4)	the “internal directors” shall		securities company and its
	refer to such directors who are		shareholders that may probably
	concurrently taking other		prevent them from making
	positions in the securities		independent and objective
	company; The “independent		judgment; The “external
	directors” shall refer to those		directors” shall refer to such
	external directors who do not		directors who do not
	have any relationship with the		concurrently have other positions
	securities company and its		in the securities company.
	shareholders that may probably
	prevent them from making
	independent and objective
	judgment; The “external
	directors” shall refer to such
	directors who do not
	concurrently have other positions
	in the securities company.

Note: The Proposed Amendments comprise amendments to a total of nine provisions, with the contents of other provisions of the Articles of Association remaining unchanged.

— 46 —

AI assistant

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

51073_rns_2017-11-09_1a2415ab-0c1a-4294-a7b9-f78a877b8b40.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

AMENDMENTS TO THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

ADJUSTMENTS OF THE STANDARD OF ALLOWANCE OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF THE EGM

TABLE OF CONTENTS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

Executive Director:

Non-executive Directors:

Registered office:

Independent Non-executive Directors:

AMENDMENTS TO THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

ADJUSTMENTS OF THE STANDARD OF ALLOWANCE OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND NOTICE OF THE EGM

Introduction

LETTER FROM THE BOARD

Information on the Resolutions

LETTER FROM THE BOARD

2. Resolution on the Adjustments of the Standard of Allowance of the Independent Non-Executive Directors of the Company

3. Resolution on the Amendments to the Articles of Association

LETTER FROM THE BOARD

Information about the Attendance of the EGM

LETTER FROM THE BOARD

Voting arrangements

Responsibility statement

Recommendation

NOTICE OF THE EGM

Notice of the EGM

Ordinary Resolutions

Special Resolution

INFORMATION OF THE RESOLUTIONS

DEFINITIONS

NOTICE OF THE EGM

NOTICE OF THE EGM

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

3. Registration procedures for attending the EGM

NOTICE OF THE EGM

4. Voting by poll

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

Original Article

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

APPENDIX I A COMPARISON TABLE OF THE NEW AND OLD ARTICLES OF THE REGULATIONS ON THE MANAGEMENT OF PROCEEDS OF HUATAI SECURITIES CO., LTD.

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Huatai Securities Co., Ltd. Proxy Solicitation & Information Statement 2017