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

May 20, 2025

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 HOLDERS OF H SHARES FOR USE AT THE AGM TO BE HELD ON JUNE 20, 2025

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 AGM to be held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, June 20, 2025 at 2:00 p.m. and any adjournment thereof. I/We direct that my/our votes be cast on the resolutions (special resolution marked with *) set out in the notice of the AGM dated May 21, 2025 as indicated in the appropriate boxes below, and, if no such indications 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 AGM dated May 21, 2025.

RESOLUTIONS		For (Note 5)	Against (Note 5)	Abstain (Note 5)
1.	To consider and approve the 2024 Work Report of the Board of the Company
2.	To consider and approve the 2024 Work Report of the Supervisory Committee of the Company
3.	To consider and approve the 2024 Final Financial Report of the Company
4.	To consider and approve the 2024 Annual Report of the Company
5.	To consider and approve the 2024 Profit Distribution Plan of the Company
6.	To consider and approve the resolution on the estimated ordinary transactions with related parties of the Company for 2025: (Note)
6.1	Ordinary related-party transactions with Jiangsu Guoxin Investment Group Limited and its related companies
6.2	Ordinary related-party transactions with Jiangsu Communications Holding Co., Ltd. and its related companies
6.3	Ordinary related-party transactions with Govtor Capital Group Co., Ltd.
6.4	Ordinary related-party transactions with Jiangsu SOHO Holdings Group Co., Ltd.
6.5	Ordinary related-party transactions with other related legal persons
6.6	Ordinary related-party transactions with related natural persons
7.	To consider and approve the resolution on the estimated investment amount for the proprietary business of the Company for 2025
8.	To consider and approve the resolution on the re-appointment of the accounting firms of the Company for 2025
9.	To consider and approve the report on performance of duties of the Independent Non-executive Directors for 2024
10.	*To consider and approve the resolution on the grant of general mandate to the Board to issue Shares
11.	*To consider and approve the resolution on repurchase and cancellation of part of the restricted A Shares
12.	To consider and approve the resolution on the election of non-executive Director and executive Director of the sixth session of the Board	For
The cumulative voting method was adopted (number of votes) (Note 6)
A total of 2 non-executive Director and executive Director shall be elected
12.1	To consider and approve the resolution on the election of Mr. Jin Yongfu as non-executive Director of the sixth session of the Board
12.2	To consider and approve the resolution on the election of Ms. Wang Ying as executive Director of the sixth session of the Board

Note:

If you vote for or against or abstain in the vote on resolution 6, it is deemed that you made same voting on resolutions 6.1 to 6.6. For instance, if you vote for resolution 6, it is deemed that you vote for resolutions 6.1 to 6.6.

Date: 2025

Signature(s) (Note 7):

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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/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 AGM other than those referred to in the notice convening the AGM.

6. IMPORTANT: Resolution 12 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.

In particular, you shall be entitled to such number of votes as shall be equal to the number of Shares held by you multiplied by the number of non-executive Director and executive Director upon whom you can vote, when electing non-executive Director and executive Director. Such votes may only be voted for the candidates of the non-executive Director and executive Director, and the candidates who have the most votes shall be appointed. The total number of votes cast by you for one or several non-executive Director and executive Director candidates shall not be in excess of the number of votes to which you are entitled, otherwise such vote shall be invalid. Where the total number of votes cast for one or several non-executive Director and executive Director candidate(s) is less than the number of votes to which you are entitled, such 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.

1. 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.

2. 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 AGM or the time appointed for voting by poll.

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

4. Where there are joint holders of H Shares, any one of such persons may vote at the AGM, 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 AGM, 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 AGM, such proxies may only exercise their voting rights according to their H Shares in a poll.