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

Jan 7, 2021

(A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name and carrying on business in Hong Kong as HTSC)

(Stock Code: 6886)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE 2021 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON FEBRUARY 8, 2021

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

I/We [(Note][2)] of being Shareholders(s) of hereby appoint the Chairman of the meeting or [(Note][4)] of

H Shares [(Note][3)] ,

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2021 First Extraordinary General Meeting to be held at Conference room, Renaissance Nanjing Olympic Centre Hotel, 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Monday, February 8, 2021 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 notice of the 2021 First Extraordinary General Meeting dated January 8, 2021 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 form of proxy, the capitalised terms used herein shall have the same meaning as those defined in the Notice of the 2021 First Extraordinary General Meeting dated January 8, 2021.

									Votes
		Ordinary Resolution				For(Note 5) Against_(Note _					5)	Abstain(Note 5)
	1.	To consider and approve the election of Mr. Ke Xiang as a
		non-executive Director of the fifth			session of the Board
									Votes
		Special Resolutions				For(Note 5) Against_(Note _					5)	Abstain(Note 5)
	2.	To consider and approve		the resolution on the general mandate for
		the Company’s domestic		and foreign debt financing instruments
	3.	To consider and approve		the resolution on amendments to the Rules
		of Procedures of General Meetings			of Huatai Securities Co., Ltd.
	4.	To consider and approve the resolution on the Restricted Share
		Incentive Scheme of	A Shares (Draft) and its Summary
	5.	To consider and approve the resolution on the Administrative
		Measures for the Restricted Share Incentive Scheme of A Shares
	6.	To consider and approve the resolution on the Administrative
		Measures for the Implementation and Appraisal of the Restricted
		Share Incentive Scheme		of A Shares
	7.	To consider and approve the resolution on the Proposed Grant of
		Authorization by the General Meeting to the Board to Handle
		Matters in relation to the Restricted Share Incentive Scheme of
		A Shares

Date:

, 2021 Signature [(Note][7)] :

Notes:

1. Please insert the number of H Shares registered in your name(s) to which this form of proxy relates. This form of proxy will be deemed to relate to such number of H Shares inserted. If no number is inserted, this 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/her stead. A proxy need not be a Shareholder. Any alteration made to this 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 form of proxy, your proxy will also be entitled to vote at his/her discretion on any resolution duly put to the EGM other than those referred to in the notice convening the EGM.

6. This 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 form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.

7. To be valid, this 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.

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

9. 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/she was 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.