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Huatai Securities Co., Ltd. — Proxy Solicitation & Information Statement 2025
Dec 31, 2025
51073_rns_2025-12-31_fc121fc5-d34e-4957-8363-d461ebcdfe67.pdf
Proxy Solicitation & Information Statement
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HTSC
(A joint stock company incorporated in the People's Republic of China with limited liability under the Chinese corporate name 华泰证券股份有限公司 and carrying on business in Hong Kong as HTSC)
(Stock Code: 6886)
FORM OF PROXY OF H SHAREHOLDERS FOR USE AT THE 2026 FIRST EXTRAORDINARY GENERAL MEETING. TO BE HELD ON JANUARY 23, 2026
| Number of H Shares to which this 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 2026 first extraordinary general meeting (the "EGM") to be held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, January 23, 2026 at 2:45 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 EGM dated December 31, 2025 as indicated in the appropriate boxes below (special resolution marked with *), and, if no such indications is given, as my/our proxy thinks fit. Unless otherwise indicated in this form of proxy, the capitalized terms used herein shall have the same meanings as those defined in the notice of the EGM dated December 31, 2025.
| Resolutions | For (Note 5) | Against (Note 5) | Abstain (Note 5) | |
|---|---|---|---|---|
| 1. | * To consider and approve the resolution on the grant of general mandate to the Board to issue Shares | |||
| 2. | To consider and approve the resolution on the election of members (non-independent Directors) of the seventh session of the Board | For | ||
| The resolution is voted on by cumulative poll | ||||
| (Number of votes) (Note 6) | ||||
| A total of 7 executive Directors and non-executive Directors are elected | ||||
| 2.1 | To consider and approve the resolution on the election of Mr. Wang Huiqing as an executive Director of the seventh session of the Board | |||
| 2.2 | To consider and approve the resolution on the election of Mr. Zhou Yi as an executive Director of the seventh session of the Board | |||
| 2.3 | To consider and approve the resolution on the election of Mr. Ding Feng as a non-executive Director of the seventh session of the Board | |||
| 2.4 | To consider and approve the resolution on the election of Ms. Yu Lanying as a non-executive Director of the seventh session of the Board | |||
| 2.5 | To consider and approve the resolution on the election of Mr. Ke Xiang as a non-executive Director of the seventh session of the Board | |||
| 2.6 | To consider and approve the resolution on the election of Mr. Jin Yongfu as a non-executive Director of the seventh session of the Board | |||
| 2.7 | To consider and approve the resolution on the election of Mr. Chen Jianwei as a non-executive Director of the seventh session of the Board | |||
| 3. | To consider and approve the resolution on the election of members (independent Directors) of the seventh session of the Board | For | ||
| The resolution is voted on by cumulative poll | ||||
| (Number of votes) (Note 6) | ||||
| A total of 5 independent non-executive Directors are elected | ||||
| 3.1 | To consider and approve the resolution on the election of Mr. Wang Jianwen as an independent non-executive Director of the seventh session of the Board | |||
| 3.2 | To consider and approve the resolution on the election of Mr. Wang Quansheng as an independent non-executive Director of the seventh session of the Board | |||
| 3.3 | To consider and approve the resolution on the election of Mr. Peng Bing as an independent non-executive Director of the seventh session of the Board | |||
| 3.4 | To consider and approve the resolution on the election of Mr. Wang Bing as an independent non-executive Director of the seventh session of the Board | |||
| 3.5 | To consider and approve the resolution on the election of Mr. Lo Kin Wing Terry as an independent non-executive Director of the seventh session of the Board |
Date: _______ 2026
Signature(s) (Note 7): _______
Notes:
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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 each number of H Shares inserted. If no number is inserted, this form of proxy will be deemed to relate to all the H Shares of the Company registered in your name(s).
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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.
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Please insert the number of H Shares registered in your name(s).
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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 usual. 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.
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IMPORTANT: if you wish to vote for any resolution, please tick in the box marked "For" or insert the number of H Shares(s) you hold. If you wish to vote against any resolution, please tick in the box marked "Against" or insert the number of H Shares(s) you hold. If you wish to abstain for vote, please tick in the box marked "Abstain" or insert the number of H Shares(s) you hold. The Shares abstained will be counted in the calculation of the required majority, you vote which is not filled or filled wrongly or with nonresponsible 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/her 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.
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IMPORTANT: The aforesaid resolutions 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.
(i) You shall be entitled to each number of votes as shall be equal to the number of Shares held or not multiplied by the total number of executive Directors and non-executive Directors upon whom you can vote, when electing executive Directors and non-executive Directors, back 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(s) shall not be in excess of the number of votes to which you are entitled, otherwise each vote shall be invalid. Where the total number of votes cast by you for one or several executive Director and non-executive Director candidates(s) is less than the number of votes to which you are entitled, each 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.
(ii) Each Shareholder shall be entitled to each number of votes as shall be equal to the 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, back 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. The total number of votes cast by you for one or several independent non-executive Director candidates(s) shall not be in excess of the number of votes to which you are entitled, otherwise each vote shall be invalid. Where the total number of votes cast by you for one or several independent non-executive Director candidates(s) is less than the number of votes to which you are entitled, each 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.
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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.
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To be valid, this form of proxy is signed by a person on behalf of the appointee, a potentially certified copy of power of attorney or other authority must be delivered to the Company's H Share Registrar, Comprehensive Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Quain's Road East, Wanchai, Hong Kong (for the purpose of H Shareholders) not less than 24 hours before the time for holding the EGM or the time appointed for voting by poll.
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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.
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Where there are joint holders of H Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of each H Shares as if he/she was solely entitled thereto. However, if more than one of each joint holders is present at the Meeting, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members of the Company in respect of each 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 according to their H Shares in a poll.