Huatai Securities Co., Ltd. — Proxy Solicitation & Information Statement 2022

Dec 30, 2022

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.

(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)

NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the EGM will be held by the Company at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, February 10, 2023 at 2:00 p.m., to consider the following issues:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the satisfaction of the conditions for the Rights Issue of the Company

2. To consider and approve the resolution on the Rights Issue Plan of the Company

   • 2.1 Class and Nominal Value of Rights Shares

   • 2.2 Method of Issuance

   • 2.3 Base, Proportion and Number of the Rights Shares to be issued

   • 2.4 Pricing Principles and Rights Issue Price

   • 2.5 Target Subscribers for the Rights Issue

   • 2.6 Arrangement for Accumulated Undistributed Profits Prior to the Rights Issue

   • 2.7 Time of Issuance

   • 2.8 Underwriting Methods

   • 2.9 Use of Proceeds Raised from the Rights Issue

   • 2.10 Validity Period of the Rights Issue Resolution

   • 2.11 Listing of the Shares and the underlying depositary receipts to be issued under the Rights Issue

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1. To consider and approve the resolution on the feasibility analysis report on the use of proceeds from the Rights Issue of the Company

2. To consider and approve the resolution on the report on use of proceeds previously raised

3. To consider and approve the resolution on the risk reminder of and remedial measures to the dilution of immediate returns resulted from the Rights Issue to the existing Shareholders and the undertakings by relevant parties

4. To consider and approve the resolution on the mandate to the Board and its authorized person(s) to deal with matters related to the Rights Issue

ORDINARY RESOLUTION

1. To consider and approve the resolution on the Shareholders’ interim return plan (2023-2025)

Information on the Resolutions

Details of the resolutions proposed to be considered at the EGM and the recommendations made by the Directors with respect to these resolutions are set out in the circular despatched by the Company on January 6, 2023.

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DEFINITIONS

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

• “A Share(s)” domestic Shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB and are listed and traded on the Shanghai Stock Exchange

• “Articles of Association”

the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

• “Board” 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 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 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); the global depository receipts of which have been listed on the London Stock Exchange plc since June 2019 (Symbol: HTSC), unless the context otherwise requires, including its predecessor

• “Director(s)” the director(s) of the Company

• “EGM”

  • the 2023 first extraordinary general meeting of the Company to be held by the Company at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No.139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, February 10, 2023 at 2:00 p.m.

• “H Share(s)”

  • 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$ and are listed on the Hong Kong Stock Exchange

• “H Shareholder(s)” holder(s) of the H Shares

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“HK$”

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended, supplemented or otherwise modified from time to time

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Latest Practicable Date” December 30, 2022, being the latest practicable date for the purpose of ascertaining certain information contained in this notice prior to its publication

• “PRC” or “China” the People’s Republic of China, excluding, for the purposes of this notice, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

• “Rights Issue” the A Share Rights Issue and/or the H Share Rights Issue

• “Rights Issue Plan” the A Share Rights Issue Plan and/or the H Share Rights Issue Plan

• “Rights Issue Price” the final subscription price for the A Rights Shares and the H Rights Shares to be offered pursuant to the Rights Issue Plan

• “RMB” Renminbi, the lawful currency of the PRC

• “Share(s)” the ordinary share(s) of RMB1.00 each in the share capital of the Company, comprising A Share(s) and H Share(s)

• “Shareholder(s)” holder(s) of Shares

By order of the Board Zhang Hui Joint Company Secretary

Jiangsu, the PRC, January 3, 2023

As at the date of this notice, the Board comprises Mr. Zhang Wei, Mr. Zhou Yi and Ms. Yin Lihong as executive Directors; Mr. Ding Feng, Mr. Chen Zhongyang, Mr. Ke Xiang, Ms. Hu Xiao and Mr. Zhang Jinxin as non-executive Directors; and Mr. Wang Jianwen, Mr. Wang Quansheng, Mr. Peng Bing, Mr. Wang Bing and Mr. Tse Yung Hoi as independent non-executive Directors.

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Notes:

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

The register of members of H Shares of the Company will be closed from Tuesday, February 7, 2023 to Friday, February 10, 2023 (both days inclusive). Purchasers of Shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as Shareholders on the H Share register of members of the Company at or before 4:30 p.m. on Monday, February 6, 2023 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

In order to attend the EGM, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at or before 4:30 p.m. on Monday, February 6, 2023.

2. Proxy

• (1) Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote on his/her behalf. A proxy need not be a Shareholder of the Company.

• (2) The instrument appointing a proxy must be in writing under the hand of the appointor or his/her 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 attorney authorizing that attorney to sign or other documents of authorisation must be notarised.

To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other documents of authorisation 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

An individual Shareholder attending in person should present proof of identity or stock account cards when attending the meeting. 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 meeting by providing his/her identify card and valid proof of its capacity as a legal representative of such Shareholder appointing such person to attend the meeting. In the case of attendance by proxy of the legal representative, the proxy should present his/her identity card and a written letter of authorisation duly issued by such legal representative when attending the meeting.

4. Voting by poll

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the resolutions proposed at the EGM in accordance with Article 120 of the Articles of Association.

The resolutions 1 to 6 set out in this notice are special resolutions 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; and the resolution 7 is an ordinary resolution 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.

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

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

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5. Miscellaneous

• (1) The EGM is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

• (2) The address of 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 the PRC

Contact Office: Board Office Telephone No.: + 86 25 8338 7780 / 8338 7272 Facsimile No.: + 86 25 8338 7784 E-mail: boardoffice@htsc.com

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