Huatai Securities Co., Ltd. — Proxy Solicitation & Information Statement 2025

Sep 26, 2025

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.

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)

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the EGM will be held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, October 17, 2025 at 2:40 p.m. to consider the following issues (special resolutions marked with *):

Resolutions

1. To consider and approve the 2025 interim profit distribution of the Company
2. *To consider and approve the amendments to the Articles of Association of Huatai Securities Co., Ltd.
3. *To consider and approve the amendments to the Rules of Procedure for General Meeting of Huatai Securities Co., Ltd.
4. *To consider and approve the amendments to the Rules of Procedure of the Board Meetings of Huatai Securities Co., Ltd.
5. *To consider and approve matters in relation to the dissolution of the Supervisory Committee

INFORMATION OF THE RESOLUTIONS

Information of the resolutions to be considered at the EGM and the recommendations of the Directors regarding those resolutions are set out in detail in a circular of the Company dated Friday, September 26, 2025, which has been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.htsc.com.cn), and has been despatched to H Shareholders in the manner in which H Shareholders have selected to receive corporate communications.

DEFINITIONS

In this notice, the following expressions have the meanings set out below unless the context otherwise requires.

"A Share(s)"

domestic share(s) 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 Renminbi and are listed for trading on the Shanghai Stock Exchange

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"EGM"

the 2025 first extraordinary general meeting to be held by the Company at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, October 17, 2025 at 2:40 p.m.

"Articles of Association"

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

"Board" or "Board of the Company"

the board of directors of the Company

"Company"

a joint stock company incorporated in the PRC with limited liability under the corporate name 华泰证券股份有限公司 (Huatai Securities Co., Ltd.), converted from its predecessor 华泰证券有限责任公司 (Huatai Securities Limited Liability Company) on December 7, 2007, carrying on business in Hong Kong as "HTSC", and was registered as a registered 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 Stock Exchange of Hong Kong Limited 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

"H Share(s)"

foreign share(s) in the share capital of the Company with nominal value of RMB1.00 each, which are listed on The Stock Exchange of Hong Kong Limited and to be traded in HK dollars

"Hong Kong" or "HK"

the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date"

September 23, 2025, being the latest practicable date for the purpose of ascertaining certain information contained in this notice prior to its publication

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"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, 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 and Taiwan

"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 the Share(s)

By order of the Board
Zhang Hui
Joint Company Secretary

Jiangsu, the PRC, September 26, 2025

As at the date of this notice, the Board comprises Mr. Zhang Wei, Mr. Zhou Yi and Ms. Wang Ying as executive Directors; Mr. Ding Feng, Mr. Chen Zhongyang, Mr. Ke Xiang, Mr. Jin Yongfu and Mr. Zhang Jinxin as non-executive Directors; and Mr. Wang Jianwen, Mr. Wang Quansheng, Mr. Peng Bing, Mr. Wang Bing and Mr. Lo Kin Wing Terry as independent non-executive Directors.

Notes:

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

The register of members of H Shares will be closed from Tuesday, October 14, 2025 to Friday, October 17, 2025 (both days inclusive), during which period no Share transfers of H Shares will be effected. Purchasers of Shares who have submitted their Share transfer documents to the H Share Registrar of the Company and registered as Shareholders on the H Share register of members of the Company before 4:30 p.m. on Monday, October 13, 2025 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, before 4:30 p.m. on Monday, October 13, 2025.

1. 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.

(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 the attorney authorizing that the attorney to sign or other documents of authorization must be notarised.

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To be valid, for holders of H Shares, the form of proxy and notarised power of the attorney or other documents of authorization 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 Shareholder. If a Shareholder is a legal person, its legal representative may attend the EGM by providing his/her identity 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 authorization duly issued by such legal representative when attending the EGM.

4. Voting by poll

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a shareholders' general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with Article 119 of the Articles of Association.

The aforesaid resolution 1 is an ordinary resolution to be passed by the affirmative votes representing at least half of the total number of Shares held by the attending Shareholders having voting rights; the resolutions 2 to 5 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.

Pursuant to Rule 2.15 of the 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 shareholders' general meeting.

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