Guotai Junan International : ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES

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

GUOTAI JUNAN INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1788)

ANNOUNCEMENT PURSUANT TO

RULE 13.18 OF THE LISTING RULES

This announcement is made by Guotai Junan International Holdings Limited (the "Company") pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules").

The board of the directors of the Company (the "Board") announces that on 21 August 2020, Guotai Junan (Hong Kong) Limited, a wholly-owned subsidiary of the Company (as borrower), the Company (as guarantor) entered into several committed facility agreements with certain banks in Hong Kong (the "Lender(s)") (the "Facility Agreement(s)") in relation to the committed revolving facilities with an aggregate amount of up to HK$2,150,000,000 with the final repayment date falling 36 months after the date of respective Facility Agreement(s) and an aggregate amount of up to HK$1,350,000,000 with the final repayment date falling 24 months after the date of respective Facility Agreement(s).

Under the Facility Agreement(s), it will be an event of default if Guotai Junan Securities Co., Ltd., the controlling shareholder of the Company, is not, or ceases (directly or indirectly) to be the single largest legal and beneficial holder of shares in the Company or does not, or cease to, control the Company. In case of the occurrence of an event of default, the Lender(s) may, by notice to borrower:

1. cancel all or part of the commitment(s); and/or (ii) declare all or part of the loan(s), together with accrued interest, and all other amounts accrued or outstanding under the Facility Agreement(s) be immediately due and payable; and/or (iii) declare that all or part of the loan(s) become payable on demand.

As at the date of this announcement, Guotai Junan Securities Co., Ltd. is indirectly interested in 7,044,877,066 shares of the Company, representing approximately 73.25% of the total number of shares of the Company in issue.

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The Company will, in compliance with Rule 13.21 of the Listing Rules, include appropriate disclosure in its interim and annual reports for so long as circumstances giving rise to the obligations under Rule 13.18 of the Listing Rules continue to exist.

By order of the Board

Guotai Junan International Holdings Limited

FENG Zheng Yao Helen

Company Secretary

Hong Kong, 24 August 2020

As at the date of this announcement, the Board comprises four executive directors, being Dr. YIM Fung (Chairman), Mr. WONG Tung Ching, Ms. QI Haiying and Mr. LI Guangjie; two non-executive directors, being Dr. XIE Lebin and Mr. LIU Yiyong; and four independent non-executive directors, being Dr. FU Tingmei, Dr. SONG Ming, Mr. TSANG Yiu Keung and Professor CHAN Ka Keung Ceajer.

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