Huatai Securities Co., Ltd. — Proxy Solicitation & Information Statement 2018

Oct 7, 2018

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

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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)

SECOND NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING AND THE 2018 FIRST H SHAREHOLDERS CLASS MEETING

On September 7, 2018, the Company published the Notice of the 2018 First Extraordinary Meeting and the Notice of the 2018 First H Shareholders Class Meeting ; On September 14, 2018, the Company published the Circular of the 2018 First Extraordinary General Meeting and 2018 First H Shareholders Class Meeting (the “ Circular ”); On September 26, 2018, the Company published the Revised Notice of the 2018 First Extraordinary Meeting , the Revised Notice of the 2018 First H Shareholders Class Meeting and the Supplementary Circular of the 2018 First Extraordinary General Meeting and 2018 First H Shareholders Class Meeting (the “ Supplementary Circular ”). The 2018 First Extraordinary General Meeting, the 2018 First A Shareholders Class Meeting and the 2018 First H Shareholders Class Meeting (collectively the “ Meetings ”)(for details of the 2018 First A Shareholders Class Meeting, please refer to the relevant notice and other relevant documents dispatched by the Company to the A Shareholders) will be held by the Company on October 22, 2018 in turn. Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as those defined in the Circular and the Supplementary Circular.

As at October 2, 2018 (the last day for Shareholders to submit written replies indicating their intentions to attend the Meetings), the total number of Shares carrying voting rights held by the Shareholders who had indicated their intention to attend the Meetings did not reach one half of the total number of shares carrying voting rights of the Company. Pursuant to the relevant provisions in the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas 《到境外 ( 上市公司章程必備條款》 ) and article 83 and article 137 of the Articles of Association , the Company hereby sets forth the following details of the relevant matters of the Meetings as a reminder to the Shareholders as well as for their punctual participations:

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1. TIME OF THE MEETING

Onsite voting and online voting will both be adopted at the Meetings. The Company will offer a platform to A Shareholders (including Northbound Investors, same below) to vote online through the shareholders’ meeting online voting system of the Shanghai Stock Exchange. Hong Kong Securities Clearing Company Limited will vote online as the nominee of Northbound Investors in accordance to the Guidelines for HKSCC Participating in Online Voting of China Connect Securities and other relevant rules in the Meetings.

Time of the onsite meeting: 14:00 on Monday, October 22, 2018

Time for A Shareholders to vote using the online voting platform of the Shanghai Stock Exchange:

• through the voting platform of the trading system: voting available during the trading period (i.e. 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00) on October 22, 2018;

• through the voting platform on the website: voting available from 9:15 to 15:00 on October 22, 2018.

2. MEETING VENUE

Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC

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3. RESOLUTIONS TO BE PUT FORWARD AT THE MEETING

The resolutions to be put forward at the Meetings and the class of shareholders eligible for voting are as follows:

• (1) The EGM

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Class of
shareholders
eligible for
voting
A Shareholders
and H
No. Resolutions Shareholders
Ordinary Resolutions
Resolutions subject to non-cumulative voting
1. To consider and approve the 2018 interim profit �
distribution plan
Resolutions subject to cumulative voting
2. To consider and approve the resolution on the To elect five (5)
election of non-executive Directors and executive Directors
Directors:
2.1 To consider and approve the resolution on the �
election of Mr. Ding Feng as a non-executive
Director of the fourth session of the Board
2.2 To consider and approve the resolution on the �
election of Mr. Chen Yongbing as a non-executive
Director of the fourth session of the Board
2.3 To consider and approve the resolution on the �
election of Ms. Hu Xiao as a non-executive Director
of the fourth session of the Board
2.4 To consider and approve the resolution on the �
election of Ms. Fan Chunyan as a non-executive
Director of the fourth session of the Board
2.5 To consider and approve the resolution on the �
election of Mr. Zhu Xuebo as an executive Director
of the fourth session of the Board
3. To consider and approve the resolution on the To elect three (3)
election of Shareholder Supervisors: Shareholder
Supervisors
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						Class of
						shareholders
						eligible for
						voting
						A Shareholders
						and H
	No.	Resolutions				Shareholders
	3.1	To consider and approve the	resolution	on	the	�
		election of Mr. Chen Ning	as a Shareholder
		Supervisor of the fourth session	of the Supervisory
		Committee
	3.2	To consider and approve the	resolution	on	the	�
		election of Ms. Yu Lanying	as a Shareholder
		Supervisor of the fourth session	of the Supervisory
		Committee
	3.3	To consider and approve the	resolution	on	the	�
		election of Ms. Yang Yaling	as a Shareholder
		Supervisor of the fourth session	of the Supervisory
		Committee
	_Resolutions subject to non-cumulative _		voting
	4.	To consider and approve the resolution on		the	plan	�
		of the AssetMark Overseas Listing
	5.	To consider and approve the	resolution	on	the	�
		compliance of the AssetMark Overseas Listing			with
		the Notice on Issues in Relation to Regulating
		Overseas Listing of Subsidiaries	of Domestic Listed
		Companies
	6.	To consider and approve the	resolution	on	the	�
		undertaking of maintaining independent		listing
		status of the Company
	7.	To consider and approve the	resolution	on	the	�
		description of the sustainable	profitability		and
		prospects of the Company
	8.	To consider and approve the	resolution	on	the	�
		authorization granted to the	Board	and	its
		authorized party(ies) in dealing with		matters
		regarding the AssetMark Overseas Listing
	9.	To consider and approve the	resolution	on	the	�
		Report on the Use of the Proceeds Raised in the
		Previous Issuance of Shares by the Company

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Class of
shareholders
eligible for
voting
A Shareholders
and H
No. Resolutions Shareholders
Special Resolutions
Resolutions subject to non-cumulative voting
10. To consider and approve the resolution on the �
provision of assured entitlement only to H-share
Shareholders for the AssetMark Overseas Listing
11. To consider and approve the resolution on the �
amendment to the Articles of Association
12. To consider and approve the resolution on the �
Issuance and Admission of GDRs
13. To consider and approve the resolution on the �
proposal on the Issuance and Admission of GDRs
14. To consider and approve the resolution on the �
validity period of the resolutions in respect of the
Issuance and Admission of GDRs
15. To consider and approve the resolution on the �
granting of authorization to the Board and such
persons authorized by the Board to consider in their
sole discretion matters in connection with the
Issuance and Admission of GDRs
16. To consider and approve the resolution on the �
Distribution of Accumulated Profits prior to the
Issuance and Admission of GDRs
17. To consider and approve the resolution on the Plan �
for the Use of Proceeds from the Issuance and
Admission of GDRs
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• (2) The H Shareholders Class Meeting

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Class of
shareholders
eligible for
voting
No. Resolutions H Shareholders
Special Resolutions
Resolutions subject to non-cumulative voting
1. To consider and approve the resolution on the �
provision of assured entitlement only to H-share
Shareholders for the AssetMark Overseas Listing
2. To consider and approve the resolution on the �
Issuance and Admission of GDRs
3. To consider and approve the resolution on the �
proposal on the Issuance and Admission of GDRs
4. To consider and approve the resolution on the �
validity period of the resolutions in respect of the
Issuance and Admission of GDRs
5. To consider and approve the resolution on the �
granting of authorization to the Board and such
persons authorized by the Board to consider in their
sole discretion matters in connection with the
Issuance and Admission of GDRs
6. To consider and approve the resolution on the �
Distribution of Accumulated Profits prior to the
Issuance and Admission of GDRs
7. To consider and approve the resolution on the Plan �
for the Use of Proceeds from the Issuance and
Admission of GDRs
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Please refer to the notices and revised notices of the 2018 First Extraordinary General Meeting, the 2018 First A shareholders Class Meeting and the 2018 First H Shareholders Class Meeting, and the relevant meeting documents published by the Company on the websites of Shanghai Stock Exchange (http://www.sse.com.cn), the HKExnews of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.htsc.com.cn) for details information relating to the Meetings.

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DEFINITIONS

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

“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 our 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 have been listed on the main board of the Hong Kong Stock Exchange since June 1, 2015 (Stock Code: 6886); the A shares of which have been listed on the Shanghai Stock Exchange since February 26, 2010 (Stock Code: 601688), unless the context otherwise requires, including its predecessor

• “Northbound Trading Investor(s)”

• “Hong Kong Stock Exchange”

• investors (including enterprises and individuals) of the Company’s A Shares through participation in Shanghai-Hong Kong Stock Connect, a securities trading and clearing links program developed by the Hong Kong Stock Exchange, the Shanghai Stock Exchange, the Hong Kong Securities Clearing Company Limited, and the China Securities Depository and Clearing Corporation Limited for the establishment of mutual market access between Hong Kong and Shanghai The Stock Exchange of Hong Kong Limited

By order of the Board of the Company Zhou Yi Chairman

Jiangsu, PRC, October 7, 2018

As at the date of this announcement, the Board of Directors comprises Mr. ZHOU Yi as an executive Director; Ms. PU Baoying, Mr. CHEN Ning, Mr. GAO Xu, 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, Ms. LIU Yan and Mr. CHEN Zhibin as independent non-executive Directors.

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