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

May 20, 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 2024 AGM

NOTICE IS HEREBY GIVEN that the AGM will 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. to consider the following issues (special resolution marked with *):

Resolutions

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:

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

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1. To consider and approve the resolution on the estimated investment amount for the proprietary business of the Company for 2025

2. To consider and approve the resolution on the re-appointment of the accounting firms of the Company for 2025

3. To consider and approve the report on performance of duties of the Independent Non-executive Directors for 2024

4. *To consider and approve the resolution on the grant of general mandate to the Board to issue Shares

5. *To consider and approve the resolution on repurchase and cancellation of part of the restricted A Shares

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

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

INFORMATION OF THE RESOLUTIONS

Information of the resolutions to be considered at the AGM and the recommendations of the Directors regarding those resolutions are set out in detail in a circular of the Company dated Wednesday, May 21, 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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“AGM”

the annual general meeting of 2024 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, June 20, 2025 at 2:00 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

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"Latest Practicable Date"

May 20, 2025, being the latest practicable date for the purpose of ascertaining certain information contained in this notice prior to its publication

"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, May 21, 2025

As at the date of this notice, the Board comprises Mr. Zhang Wei and Mr. Zhou Yi as executive Directors; Mr. Ding Feng, Mr. Chen Zhongyang, Mr. Ke Xiang, Mr. Liu Changchun 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 AGM and date of registration of members for H Shares

The register of members of H Shares will be closed from Friday, June 13, 2025 to Friday, June 20, 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 Thursday, June 12, 2025 are entitled to attend and vote in respect of all resolutions to be proposed at the AGM.

In order to attend the AGM, 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 Thursday, June 12, 2025.

1. Proxy

(1) Each Shareholder entitled to attend and vote at the AGM 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 AGM.

(3) Any voting at the AGM shall be taken by poll.

3. Registration procedures for attending the AGM

A Shareholder attending in person should present proof of identity or stock account cards when attending the AGM. 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 AGM 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 AGM.

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 AGM will demand a poll in relation to all the proposed resolutions at the AGM in accordance with Article 119 of the Articles of Association.

The aforesaid resolutions 1 to 9 and 12 are ordinary resolutions 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 10 and 11 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.

Among which, resolution 12 will adopt the method of cumulative poll, 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: 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-executive Director and executive Director upon whom he/she 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.

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, Jiangsu Guoxin Investment Group Limited, the Shareholder who has substantial interests in the resolution 6.1, will abstain from voting in this matter; Jiangsu Communications Holding Co., Ltd., the Shareholder who has substantial interests in the resolution 6.2, will abstain from voting in this matter; Govtor Capital Group Co., Ltd., the Shareholder who has substantial interests in the resolution 6.3, will abstain from voting in this matter; Jiangsu SOHO Holdings Group Co., Ltd., Jiangsu SOHO International Group Corp., Jiangsu Suhui Asset Management Co., Ltd. and Jiangsu SOHO Xinzhi Group Co., Ltd., the Shareholders who have substantial interests in the resolution 6.4, will abstain from voting in this matter; other related legal persons of the Company, who have substantial interests in the resolution 6.5, will abstain from voting in this matter, if they are Shareholders of the Company; and related natural persons of the Company, who have substantial interests in the resolution 6.6, will abstain from voting in this matter, if they are Shareholders of the Company. Saved as disclosed above, no Shareholder is considered to have a material interest in any of the resolutions proposed at the AGM and has to abstain from voting at the AGM approving the resolutions.

5. Miscellaneous

(1) The AGM 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