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

Sep 25, 2018

==> picture [157 x 49] intentionally omitted <==

(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)

REVISED FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE 2018 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON OCTOBER 22, 2018

Number of H Shares to which this revised form of proxy relates [(Note][1)]

I/We (Note 2) of being Shareholders(s) of
		H Shares (Note 3),

hereby appoint the Chairman of the meeting or [(Note][4)]

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2018 First Extraordinary General Meeting to be held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the People’s Republic of China on Monday, October 22, 2018 at 2:00 p.m. and any adjournment thereof. I/We direct that my/our votes be cast on the resolutions set out in the revised notice of the 2018 First Extraordinary General Meeting dated September 26, 2018 as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit. Unless otherwise indicated in this revised form of proxy, the capitalised terms used herein shall have the same meaning as those defined in the revised notice of the 2018 First Extraordinary General Meeting dated September 26, 2018.

		Ordinary Resolutions	For(Note 5)	For(Note 5)	Against(Note 5) Abstain(Note 5)	Against(Note 5) Abstain(Note 5)	Against(Note 5) Abstain(Note 5)	Against(Note 5) Abstain(Note 5)
	1.	To consider and approve the 2018 interim profit distribution plan
	2.	To consider and approve the resolution on the election of				For
		non-executive Directors and executive Directors:
			**The resolution is voted on **				by cumulative poll
					**(Number **	of votes) (Note 6)
			**A total **		of 5 non-executive directors and
			executive directors are elected
	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 election of Shareholder				For
		Supervisors:
			**The resolution is voted on **				by cumulative poll
					**(Number **	of votes) (Note 6)
			**A total of **	**3 **	Shareholder Supervisors are elected
	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

		Ordinary Resolutions	For(Note 5)	For(Note 5)	Against(Note 5) Abstain(Note 5)	Against(Note 5) Abstain(Note 5)	Against(Note 5) Abstain(Note 5)	Against(Note 5) Abstain(Note 5)	Against(Note 5) Abstain(Note 5)
	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
	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
						Voting
		Special Resolutions
			For(Note 5)		Against(Note 5) Abstain(Note 5)
	10.	To consider and approve the resolution on the provision of assured
		entitlement only to H 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

Date: , 2018 Signature [(Note][7)] :

Notes:

1. Please insert the number of H Shares registered in your name(s) to which this revised form of proxy relates. This revised form of proxy will be deemed to relate to such number of H Shares inserted. If no number is inserted, this revised form of proxy will be deemed to relate to all the H Shares in the Company registered in your name(s).

2. Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members) as shown in the register of members of the Company in block letters.

3. Please insert the number of H Shares registered in your name(s).

4. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A Shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a Shareholder. Any alteration made to this revised form of proxy must be duly initiated by the person who signs it.

5. IMPORTANT: if you wish to vote for any resolution, please tick in the box marked “for” or insert the number of H Share(s) you hold. If you wish to vote against any resolution, please tick in the box marked “against” or insert the number of H Share(s) you hold. If you wish to abstain for vote, please tick in the box marked “abstain” or insert the number of H Share(s) you hold. The Shares abstained will be counted in the calculation of the required majority. Any vote which is not filled or filled wrongly or with unrecognizable writing or not cast will be counted as “Abstained”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this revised form of proxy, your proxy will also be entitled to vote at his discretion on any resolution duly put to the EGM other than those referred to in the notice convening the EGM.

1. IMPORTANT: Resolutions 2 and 3 shall adopt the method of cumulative poll. Please indicate by inserting the number of votes in the space provided as to how you wish your votes to be cast.

2. (i) You shall be entitled to such number of votes as shall be equal to the number of Shares held by you multiplied by the number of executive Directors and non-executive Directors upon whom you can vote, when electing executive Directors and non-executive Directors. Such votes may only be voted for the candidates of the executive Directors and non-executive Directors, and the candidates who have the most votes shall be appointed. The total number of votes cast by you for one or several executive Director and non-executive Director candidates shall not be in excess of the number of votes to which you are entitled, otherwise such vote shall be invalid. Where the total number of votes cast for one or several executive Director and non-executive Director candidate(s) is less than the number of votes to which you are entitled, such vote shall be valid, and the voting rights attached to the difference between the votes actually cast and the votes which you are entitled to cast shall be deemed to have been waived.

3. (ii) You shall be entitled to such number of votes as shall be equal to the number of Shares held by you multiplied by the number of Shareholder Supervisors upon whom you can vote, when electing Shareholder Supervisors. Such votes may only be voted for the candidates of the Shareholder Supervisors, and the candidates who have the most votes shall be appointed. The total number of votes cast by you for one or several Shareholder Supervisor candidates shall not be in excess of the number of votes to which you are entitled, otherwise such vote shall be invalid. Where the total number of votes cast for one or several Shareholder Supervisor candidates is less than the number of votes to which you are entitled, such vote shall be valid, and the voting rights attached to the difference between the votes actually cast and the votes which you are entitled to cast shall be deemed to have been waived.

4. This revised form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director thereof or an attorney duly authorized to sign the same. In case of joint holders of Shares, this revised form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.

5. To be valid, this revised form of proxy is signed by a person on behalf of the appointor, a notarially certified copy of power of attorney or other authority must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the purpose of holders of H shares) not less than 24 hours before the time for holding the EGM or the time appointed for voting by poll.

6. If a Shareholder has not yet returned the original form of proxy dispatched by the Company on September 7, 2018 (the “ Original Form of Proxy ”) in accordance with the instructions printed thereon, and wishes to appoint a proxy to attend the meeting on his/her behalf, he/she is required to submit the revised form of proxy. In this case, the Shareholder shall not submit the Original Form of Proxy.

7. If a Shareholder has already returned the Original Form of Proxy in accordance with the instructions printed thereon, he/she should note that:

8. a) If no revised form of proxy is returned by the Shareholder, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM, including the additional proposed resolutions as set out in the supplementary circular and the revised notice of EGM.

9. b) If the revised form of proxy is returned by the Shareholder not less than 24 hours before the time for holding the EGM, the revised form of proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed.

10. c) If the revised form of proxy is returned by the Shareholder after the closing time set out in the revised notice of EGM, the revised form of proxy will be deemed invalid. It will not revoke the Original Form of Proxy previously lodged by the Shareholder. The Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM, including the additional proposed resolutions as set out in the supplementary circular and the revised notice of EGM.

11. Shareholders are reminded that completion and return of this revised form of proxy will not preclude them from attending and voting in person at the EGM.

12. Where there are joint holders of any H Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such H Shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the EGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such H Shares shall alone be entitled to vote in respect thereof. A proxy need not be a Shareholder. In the event that a Shareholder appoints more than one proxy to attend the EGM, such proxies may only exercise their voting rights in a poll.