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

Nov 28, 2022

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

(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 EGM

NOTICE IS HEREBY GIVEN that the EGM of the Company will be held at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, December 30, 2022 at 2:00 p.m., to consider the following issues:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the amendments to the Articles of Association

2. To consider and approve the resolution on the amendments to the Rules of Procedure for General Meeting

3. To consider and approve the resolution on the change of business scope and amendments to the Articles of Association

ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the amendments to the Working System for Independent Directors

2. To consider and approve the resolution on the amendments to the Management System for Related-Party Transactions

3. To consider and approve the resolution on the election of executive Directors and non-executive Directors of the sixth session of the Board

   • 6.1 To consider and approve the election of Mr. Zhang Wei as an executive Director of the sixth session of the Board

   • 6.2 To consider and approve the election of Mr. Ding Feng as a non-executive Director of the sixth session of the Board

   • 6.3 To consider and approve the election of Mr. Chen Zhongyang as a nonexecutive Director of the sixth session of the Board

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• 6.4 To consider and approve the election of Mr. Ke Xiang as a non-executive Director of the sixth session of the Board

• 6.5 To consider and approve the election of Ms. Hu Xiao as a non-executive Director of the sixth session of the Board

• 6.6 To consider and approve the election of Mr. Zhang Jinxin as a non-executive Director of the sixth session of the Board

• 6.7 To consider and approve the election of Ms. Yin Lihong as an executive Director of the sixth session of the Board

1. To consider and approve the resolution on the election of independent non-executive Directors of the sixth session of the Board

   • 7.1 To consider and approve the election of Mr. Wang Jianwen as an independent non-executive Director of the sixth session of the Board

   • 7.2 To consider and approve the election of Mr. Wang Quansheng as an independent non-executive Director of the sixth session of the Board

   • 7.3 To consider and approve the election of Mr. Peng Bing as an independent non-executive Director of the sixth session of the Board

   • 7.4 To consider and approve the election of Mr. Wang Bing as an independent non-executive Director of the sixth session of the Board

   • 7.5 To consider and approve the election of Mr. Xie Yonghai as an independent non-executive Director of the sixth session of the Board

2. To consider and approve the resolution on the election of members of the sixth session of the Supervisory Committee

   • 8.1 To consider and approve the election of Ms. Li Chongqi as a non-employee representative Supervisor of the sixth session of the Supervisory Committee

   • 8.2 To consider and approve the election of Ms. Yu Lanying as a non-employee representative Supervisor of the sixth session of the Supervisory Committee

   • 8.3 To consider and approve the election of Ms. Zhang Xiaohong as a nonemployee representative Supervisor of the sixth session of the Supervisory Committee

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• 8.4 To consider and approve the election of Ms. Zhou Hongrong as a nonemployee representative Supervisor of the sixth session of the Supervisory Committee

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 November 29, 2022.

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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 2022 first extraordinary general meeting 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, December 30, 2022 at 2:00 p.m.

• “Hong Kong”

  • the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited

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• “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 Hong Kong dollars and are listed on the Hong Kong Stock Exchange

• “Hong Kong Listing Rules”

  • the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

• “Latest Practicable Date”

  • November 28, 2022, being the latest practicable date for the purpose of ascertaining certain information contained in this notice prior to its publication

• “Management System for Related-Party Transactions”

  • the Management System for Related-Party Transactions of Huatai Securities Co., Ltd., as amended, supplemented or otherwise modified from time to time

• “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

• “Rules of Procedure for General Meeting”

• “Share(s)”

  • the Rules of Procedure for General Meeting of Huatai Securities Co., Ltd., as amended, supplemented or otherwise modified from time to time 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

• “Supervisor(s)” the supervisor(s) of the Company

• “Supervisory Committee” the supervisory committee of the Company

• “Working System for Independent Directors”

• the Working System for Independent Directors of Huatai Securities Co., Ltd., as amended, supplemented or otherwise modified from time to time

By order of the Board of the Company Zhang Hui Joint Company Secretary

Jiangsu, the PRC, November 29, 2022

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 and Ms. Hu Xiao as non-executive Directors; and Ms. Liu Yan, Mr. Chen Zhibin, Mr. Wang Jianwen, Ms. AU King Chi and Mr. Wang Quansheng 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 Friday, December 23, 2022 to Friday, December 30, 2022 (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 Thursday, December 22, 2022 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 Thursday, December 22, 2022.

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

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 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 EGM.

4. Voting by poll

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at an extraordinary 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.

Resolutions 1 to 3 set out in this notice are special resolutions to be passed by the affirmative votes representing at least two-third of the total number of Shares held by the attending Shareholders having voting rights; resolutions 4 to 8 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.

Among which, resolutions 6 to 8 will adopt the method of cumulative poll respectively, i.e., the number of votes carried by each Share held by the Shareholders shall be equal to the number of positions and the Shareholders may concentrate their entitled votes when voting. In particular: (1) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the total number of executive Directors and non-executive Directors upon whom he/she 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 of the Company, and the candidates who have the most votes shall be appointed; (2) each Shareholder shall be entitled to such number of votes as shall be equal to the

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number of Shares held by him/her multiplied by the total number of independent non-executive Directors upon whom he/she can vote, when electing independent non-executive Directors. Such votes may only be voted for the candidates of the independent non-executive Directors of the Company, and the candidates who have the most votes shall be appointed; (3) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the total number of non-employee representative Supervisor upon whom he/she can vote, when electing non-employee representative Supervisors. Such votes may only be voted for the candidates of the non-employee representative Supervisor of the Company, and the candidates who have the most votes shall be appointed.

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.

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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