Haitong Securities : ANNOUNCEMENT (1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR SHAREHOLDERS' GENERAL MEETING AND THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE AND (2) PROPOSED CHANGE OF SUPERVISOR

August 28, 2020 at 08:28 am EDT

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.

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6837)

ANNOUNCEMENT

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR SHAREHOLDERS'

GENERAL MEETING AND THE RULES OF PROCEDURE

FOR THE SUPERVISORY COMMITTEE

AND

(2) PROPOSED CHANGE OF SUPERVISOR

The board (the "Board") of directors (the "Directors") of Haitong Securities Co., Ltd. (the "Company") hereby announces that:

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR SHAREHOLDERS' GENERAL MEETING AND THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE
The Board has resolved to propose the resolution regarding the amendments to the Articles of Association and the Rules of Procedure for Shareholders' General Meeting at the general meeting of the Company. The Supervisory Committee has resolved to propose the resolution regarding the amendments to the Rules of Procedure for the Supervisory Committee at the general meeting of the Company. Details are set out in Appendix I of this announcement.
The proposed amendments to the Articles of Association, the Rules of Procedure for Shareholders' General Meeting and the Rules of Procedure for the Supervisory Committee will come into effect from the date of approval by the shareholders at the general meeting to be convened by the Company. The Board has resolved to propose a resolution at the general meeting to authorise the Board in turn to authorise the management of the Company to handle the approval and filing procedures with relevant regulatory authorities involved in such amendments, and to make wording adjustments to such amendments according to opinions of regulatory authorities. The numbering of the relevant clauses in the Articles of Association, the Rules of Procedure for Shareholders' General Meeting and the Rules of Procedure for the Supervisory Committee and cross references shall be amended accordingly.
A circular containing, among other things, details of the above resolution, together with the notice of the general meeting, will be despatched to the shareholders of the Company in due course.

PROPOSED CHANGE OF SUPERVISOR
The supervisory committee of the Company (the "Supervisory Committee") received the written resignation from Ms. Zheng Xiaoyun (鄭小芸) ("Ms. Zheng") as a supervisor of the Company (the "Supervisor") on 28 August 2020. Ms. Zheng has tendered her resignation from the office of a Supervisor of the seventh session of the Supervisory Committee due to age concern with effect from 28 August 2020. In accordance with the PRC Company Law and the Articles of Association, the resignation of Ms. Zheng will not cause the number of the members of the Supervisory Committee lower than the quorum, nor will it affect the usual operations of the Supervisory Committee. After her resignation, Ms. Zheng will no longer hold any position in the Company. Ms. Zheng confirms that she has no disagreement with the Board and the Supervisory Committee and there is no matter relating to her resignation that needs to be brought to the attention of the shareholders of the Company.
The Company would like to take this opportunity to express the sincere appreciation to Ms. Zheng for her dedication to the work and her contribution to the Company and the Supervisory Committee during her tenure of office.
The Supervisory Committee is pleased to announce that Mr. Dong Xiaochun (董小春) ("Mr. Dong") has been proposed to be appointed as a Supervisor of the Company. In accordance with the Articles of Association and the provisions of the relevant PRC laws and regulations, the proposed appointment of Mr. Dong as a Supervisor shall be subject to the approval from the shareholders of the Company at the general meeting, and shall be effective from the date of approval by the shareholders at the general meeting to be convened. The term of office of Mr. Dong as a Supervisor will end upon the expiration of the term of office of the seventh session of the Supervisory Committee. As at the date of this announcement, the Company has not entered into any service contract with Mr. Dong. Mr. Dong will not receive remuneration from the Company.
The biography of Mr. Dong is as follows:
Mr. Dong Xiaochun (董小春), born in 1964, is a holder of MBA degree and is recognized as a senior accountant. Mr. Dong has been the chief financial officer of Shanghai Bailian Group Co., Ltd. (上海百聯集團股份有限公司) (a company listed on the Shanghai Stock Exchange, Stock code: 600827) since May 2020, the secretary to the board of directors and a director
of Shanghai Bailian Group Co., Ltd. since June 2020. Mr. Dong joined Shanghai Hualian Commercial Building (上海華聯商廈) in September 1983 and subsequently worked as the deputy section chief of finance section until his departure in September 1992. He served as
the chief financial officer and the secretary to the board of directors of Hualian Supermarket Co., Ltd. (華聯超市股份有限公司) from October 1992 to August 2004, the chief financial officer of the department store division of Shanghai Bailian Group Ltd. (上海百聯集團有限公司) from August 2004 to April 2006, the secretary to the board of directors and the chief financial officer of Shanghai Bailian Group Co., Ltd. from April 2006 to September 2011, a director of Shanghai Bailian Group Co., Ltd. from April 2010 to April 2011, the
secretary to the board of directors and the chief financial officer of Shanghai Friendship Group Incorporated Company (上海友誼集團股份有限公司) from September 2011 to August 2014, and the secretary to the board of directors and the chief financial officer of Shanghai
Bailian Group Co., Ltd. from August 2014 to June 2015, the chief financial officer of Bailian Financial Services Co., Ltd. (百聯金融服務有限公司, formerly known as Bailian Electronic Commerce Co., Ltd. 百聯電子商務有限公司), from June 2015 to May 2020. He has been the director of Lianhua Supermarket Holdings Co., Ltd. (聯華超市股份有限公司) (a company listed on the Hong Kong Stock Exchange, Stock Code: 0980) since June 2020. Mr. Dong was a Supervisor of the Company from July 2007 to July 2015.

As far as the Directors are aware, save as disclosed above, Mr. Dong has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Dong has no relationship with any directors, supervisors, senior management or substantial shareholders of the Company, nor does he hold any position in the Company or any of its subsidiaries. As at the date of this announcement, Mr. Dong has no interest in the shares of the Company or its associated companies within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance.

Save as disclosed above, there is no other information in relation to the proposed appointment of Mr. Dong which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") nor are there any matters which need to be brought to the attention of the shareholders of the Company. Mr. Dong has not been penalized by China Securities Regulatory Commission or other relevant departments or stock exchanges.

A circular containing, among other things, details of the above resolution, together with the notice of the general meeting, will be despatched to the shareholders of the Company in due course.

By order of the Board

Haitong Securities Co., Ltd.

ZHOU Jie

Chairman

Shanghai, the PRC

28 August 2020

As at the date of this announcement, the executive directors of the Company are Mr. ZHOU Jie, Mr. QU Qiuping and Mr. REN Peng; the non-executive directors of the Company are Mr. TU Xuanxuan, Mr. ZHOU Donghui, Ms. YU Liping and Mr. XU Jianguo; and the independent non-executive directors of the Company are Mr. ZHANG Ming, Mr. LAM Lee G., Mr. ZHU Hongchao and Mr. ZHOU Yu.

For identification purpose only

APPENDIX I

COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

OF HAITONG SECURITIES CO., LTD.

Original article	To be amended as	Basis

CHAPTER ONE GENERAL PROVISIONS

Article 1

With an aim to protect the lawful interests of the Company, shareholders and creditors, and standardize the organization and conduct of the Company, the Articles of Association are formulated pursuant to the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Guidelines for the Articles of Association of the Listed Companies, the Special Regulations of the State Council on the Overseas Offer and Listing of Shares by Joint Stock Limited Companies, the Mandatory Provisions for the Articles of Association of the Companies Listed Overseas, the Letter of Opinion on the Supplements and Amendments to the Articles of Association of the Companies Listed in Hong Kong, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, and the other relevant provisions.

Article 1

With an aim to protect the lawful interests of the Company, shareholders and creditors, and standardize the organization and conduct of the Company, the Articles of Association are formulated pursuant to the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Guidelines for the Articles of Association of the Listed Companies, the Special Regulations of the State Council on the Overseas Offer and Listing of Shares by Joint Stock Limited Companies, the Official Reply of the State Council regarding Adjusting the Application of Provisions to Matters Including the Notice Period for Convention of Shareholders' General Meetings by Overseas Listed Companies, the Mandatory Provisions for the Articles of Association of the Companies Listed Overseas, the Letter of Opinion on the Supplements and Amendments to the Articles of Association of the Companies Listed in Hong Kong, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, and the other relevant provisions.

Amended according to the Official Reply of the State Council regarding Adjusting the Application of Provisions to Matters Including the Notice Period for Convention of Shareholders' General Meetings by Overseas Listed Companies and other related laws, regulations, regulatory documents as well as the Company's actual situations

Original article	To be amended as		Basis

Article 10	Article 10		Amended according to Article 19 of the Company
			Law and relevant policy requirements
According to the provisions of the Constitution	According to the provisions of the Constitution
of the Communist Party of China ("CPC"), the	of the Communist Party of China ("CPC"), the
Company is required to establish an organization	Company is required to establish an organization
to carry out CPC activities. The Company shall	to carry out CPC activities. The Company shall
provide necessary conditions to facilitate activities	provide necessary conditions to facilitate activities
of CPC organization.	of CPC organization. While CPC organization is
	an organic part of corporate governance structure,
CPC organization plays a core political role in	the Company's CPC committee plays a leading role
the Company. The Board shall take into account	in holding directions, regulating overall conditions
the opinions of CPC organization before making	and ensuring implementation, studies and discusses
decisions on major matters. The Board shall make	the Company's major operational and management
decision according to study and discussion with	matters and supports shareholders' general meeting,
CPC organization in respect of major operational	the Board, the Supervisory Committee and the
and management matters involving the national	management to exercise their powers and functions
macroeconomic control measures, national	according to laws.
development strategies and national security.
	The Board shall take into account the opinions
	of CPC organization before making decisions on
	major matters. The Board shall make decision
	according to study and discussion with CPC
	organization in respect of major operational
	and management matters involving the national
	macroeconomic control measures,	national
	development strategies and national security.

CHAPTER TWO OBJECTIVES AND SCOPE OF OPERATION

Article 12	Article 12	Amended according to the Company's strategies
		and actual situations
The objectives of the operation of the Company:	The objectives of the operation of the Company:
Based on the principles of openness, fairness,	to insist on the "practical, developing, sound,
justice and good faith, to launch various kinds of	stable and outstanding" operation concepts, to
the securities business of the Company according	serve national strategies with a global vision and
to the laws; to insist on the operation policy of	Chinese wisdom, and to provide customers with
"standardized management, proactive development,	global comprehensive financial solutions. With
sound and stable operation, upgrading benefits"	the mission of building a world-class investment
and the "practical, developing, sound, stable	bank, the Company builds itself into a first-
and outstanding" operation concepts, to obtain	class investment banking model in China with
maximum economic benefits for the shareholders,	international influences.
and hereunder to procure and support the national
economic development and social progress, so as to	The Company implements the industrial culture
perform the social responsibilities of the enterprise.	of "compliance, integrity, professional and
	steadiness" in its operation and management, leads
	its development with correct views on values, risks
	and development and improves its services to help
	build a regulated, transparent, open, energetic and
	resilient capital market.

Original article	To be amended as	Basis

CHAPTER THREE SHARES

Article 35

Shares of the Company held by promoters are not allowed to be transferred within one year from the date of the establishment of the Company.

The transfer of Shares issued before the initial public offering of the Company shall be made in compliance with the laws, administrative regulations and relevant requirements of the Listing Rules. The transfer of more than 5% of the Company's shares shall be made in accordance with the laws, administrative regulations, regulatory documents, and relevant requirements of the Listing Rules. Directors, Supervisors and senior management members of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer annually during their term of office more than 25% of the total number of shares of the Company which they hold, save as the changes in shareholdings caused by judicial enforcement, inheritance, bequest and legal division of assets; the shares of the Company held by them shall not be transferred within one year from the first day on which the shares of the Company are listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within six months from the date of their leaving the Company.

Article 35

Article 36 of the Securities Law

Shares of the Company held by promoters are not allowed to be transferred within one year from the date of the establishment of the Company.

The transfer of the Company's shares held by shareholders holding more than 5% of shares of the Company, the actual controller, directors, supervisors and senior management members, as well as other shareholders holding shares offered by the Company prior to the initial public offering or shares offered by the Company to specific investors shall not violate any laws, administrative regulations, and the provisions issued by the securities regulatory authority of the State Council on the holding period, sale time, number of shares sold, sale methods, and information disclosure, and shall comply with the business rules of the Stock Exchange.Directors, Supervisors and senior management members of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer annually during their term of office more than 25% of the total number of shares of the Company which they hold, save as the changes in shareholdings caused by judicial enforcement, inheritance, bequest and legal division of assets; the shares of the Company held by them shall not be transferred within one year from the first day on which the shares of the Company are listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within six months from the date of their leaving the Company.

Original article	To be amended as	Basis

Article 36	Article 36	Article 44 of the Securities Law
Where any Director, Supervisor, senior	Where any Director, Supervisor, senior
management member or shareholder holding more	management member or shareholder holding more
than 5% of the Company's shares sells his shares	than 5% of the Company's shares sells his shares
in the Company within 6 months after the date	in the Company or other securities with an equity
of purchase, or purchases the Company's shares	naturewithin 6 months after the date of purchase,
again within 6 months after previous disposal, the	or purchases the Company's shares again within 6
gains so earned shall belong to the Company, and	months after previous disposal, the gains so earned
the Board of the Company shall take back such	shall belong to the Company, and the Board of the
gains for the benefit of the Company. However, if	Company shall take back such gains for the benefit
a securities company holds more than 5% of the	of the Company. However, if a securities company
Company's shares as a result of its underwriting of	holds more than 5% of the Company's shares as
the untaken shares in an offer, the sales of those	a result of its purchasing ofthe untaken shares in
shares shall not be subject to the said restriction of	an offer, and other circumstances stipulated by
6 months.	the securities regulatory authority under the State
	Council are excluded.
If the Board does not act in accordance with
the provisions of the preceding paragraph, the	The shares or other securities with an equity
shareholders shall have the right to request the	nature held by any Director, Supervisor, senior
Board to take action within 30 days from the date	management or individual shareholder referred
of request. If the Board does not take such action	to in the preceding paragraph include the shares
within the said period, then the shareholders shall	or other securities with an equity nature held by
be entitled to institute the legal proceedings in the	their spouses, parents, and children, and any of the
People's Court directly in their own names for the	above which is indirectly held in others' accounts.
benefit of the Company.
	If the Board does not act in accordance with the
Where the Board does not act in accordance with	provisions of the first paragraph, the shareholders
the provisions of the first paragraph, the Directors	shall have the right to request the Board to take
held responsible in this regard shall assume joint	action within 30 days from the date of request. If
and several liability according to the laws.	the Board does not take such action within the said
	period, then the shareholders shall be entitled to
	institute the legal proceedings in the People's Court
	directly in their own names for the benefit of the
	Company.
	Where the Board does not act in accordance with
	the provisions of the first paragraph, the Directors
	held responsible in this regard shall assume joint
	and several liability according to the laws.

Original article	To be amended as	Basis

CHAPTER FOUR SHAREHOLDERS, EQUITY OWNERSHIP MANAGEMENT AND SHAREHOLDERS' GENERAL MEETING

Article 48	Article 48	As the articles related to the notice period of
		the shareholders' general meeting are modified,
Transfers may not be entered in the register of	Where the relevant laws and regulations, listing	to ensure that the closure of the register of
shareholders within 30 days prior to the date of	rules or regulations of the securities regulatory	shareholders in the practical expedient and other
a shareholders' general meeting or within 5 days	authorities at the place where the shares of the	operations are connected with the revised notice
before the record date set by the Company for the	Company are listed provides for the period of	period of the shareholders' general meeting, the
purpose of distribution of dividends.	closure of the register of shareholders prior to	fixed period in the original article is deleted and
	a shareholders' general meeting or before the	replaced with a more flexible article
Other regulations of the securities regulatory	record date set by the Company for the purpose of
authorities at the place where the shares of the	distribution of dividends, such regulations shall
Company are listed shall prevail.	prevail.

Article 51	Article 51	Article 86 of the Securities Law
Any person who is a registered shareholder or	Any person who is a registered shareholder or
who claims to be entitled to have his name (title)	who claims to be entitled to have his name (title)
entered into the register of shareholders in respect	entered into the register of shareholders in respect
of shares in the Company may, in the event that his	of shares in the Company may, in the event that his
share certificate (the "original certificate") has been	share certificate (the "original certificate") has been
stolen, lost or destroyed, apply to the Company for	stolen, lost or destroyed, apply to the Company for
a replacement new share certificate in respect of	a replacement new share certificate in respect of
such shares (the "Relevant Shares").	such shares (the "Relevant Shares").
If a shareholder whose share certificate of	If a shareholder whose share certificate of
Domestic Shares has been stolen, lost or destroyed	Domestic Shares has been stolen, lost or destroyed
applies to the Company for a replacement	applies to the Company for a replacement
new share certificate, it shall be dealt with in	new share certificate, it shall be dealt with in
accordance with the relevant provisions of the	accordance with the relevant provisions of the
Company Law.	Company Law.
If a shareholder whose share certificate of	If a shareholder whose share certificate of
Overseas Listed Foreign Shares has been stolen,	Overseas Listed Foreign Shares has been stolen,
lost or destroyed applies to the Company for a	lost or destroyed applies to the Company for a
replacement new share certificate, it may be dealt	replacement new share certificate, it may be dealt
with in accordance with the laws, rules of the stock	with in accordance with the laws, rules of the stock
exchange or other relevant provisions of the place	exchange or other relevant provisions of the place
where the original register of holders of Overseas	where the original register of holders of Overseas
Listed Foreign Shares is maintained.	Listed Foreign Shares is maintained.

	Original article		To be amended as	Basis

If a shareholder whose share certificate of	If a shareholder whose share certificate of
Overseas Listed Foreign Shares has been stolen,	Overseas Listed Foreign Shares has been stolen,
lost or destroyed, the issue of a replacement new	lost or destroyed, the issue of a replacement new
share certificate shall comply with following	share certificate shall comply with following
requirements:	requirements:
(i)	The applicant shall submit an application	(i)	The applicant shall submit an application
	to the Company in a prescribed form		to the Company in a prescribed form
	accompanied by a notarial certificate or a		accompanied by a notarial certificate or a
	statutory declaration stating the grounds		statutory declaration stating the grounds
	upon which the application is made and		upon which the application is made and
	the circumstances and the evidence of the		the circumstances and the evidence of the
	pilferage, loss or destruction, and declaring		pilferage, loss or destruction, and declaring
	that no other person is entitled to have his		that no other person is entitled to have his
	name entered in the register of shareholders in		name entered in the register of shareholders in
	respect of the Relevant Shares.		respect of the Relevant Shares.
(ii)	Before the Company decides to issue the	(ii)	Before the Company decides to issue the
	replacement new share certificate, no		replacement new share certificate, no
	statement made by any person other than		statement made by any person other than
	the applicant declaring that his name shall		the applicant declaring that his name shall
	be entered in the register of shareholders in		be entered in the register of shareholders in
	respect of such shares has been received.		respect of such shares has been received.
(iii) The Company shall, if it intends to issue a	(iii) The Company shall, if it intends to issue	a
	replacement new share certificate, publish		replacement new share certificate, publish
	an announcement of its intention at least		an announcement of its intention at least
	once every thirty days in a period of ninety		once every thirty days in a period of ninety
	consecutive days in such newspapers as may		consecutive days on the website of the
	be prescribed by the Board.		stock exchanges and medias meeting the
(iv) The Company shall have, prior to publication		requirements specified by the securities
	regulatory authority of the State Councilas
	of the announcement of its intention to issue		may be prescribed by the Board.
	a replacement new share certificate, delivered
	to the stock exchange on which its shares	(iv) The Company shall have, prior to publication
	are listed a copy of the announcement to be		of the announcement of its intention to issue
	published, and may publish the announcement		a replacement new share certificate, delivered
	upon receiving confirmation from such stock		to the stock exchange on which its shares
	exchange that the announcement has been		are listed a copy of the announcement to be
	exhibited in the premises of the said stock		published, and may publish the announcement
	exchange. Such announcement shall be		upon receiving confirmation from such stock
	exhibited in the premises of the said stock		exchange that the announcement has been
	exchange for a period of ninety days.		exhibited in the premises of the said stock
In the case of an application made without the		exchange. Such announcement shall be
	exhibited in the premises of the said stock
consent of the registered holder of the Relevant		exchange for a period of ninety days.
Shares, the Company shall deliver by mail to
such registered shareholder a photocopy of the	In the case of an application made without the
announcement to be published.	consent of the registered holder of the Relevant
		Shares, the Company shall deliver by mail to
		such registered shareholder a photocopy of the
		announcement to be published.

		Original article			To be amended as		Basis

(v)	If, upon expiry of the 90-day period referred	(v)	If, upon expiry of the 90-day period referred
	to in clause (iii) and (iv) of this Article, the		to in clause (iii) and (iv) of this Article, the
	Company have not received from any person		Company have not received from any person
	notice of any objection to such application, the		notice of any objection to such application, the
	Company may issue a replacement new share		Company may issue a replacement new share
	certificate to the applicant accordingly.		certificate to the applicant accordingly.
(vi) Where the Company issues a replacement new	(vi) Where the Company issues a replacement new
	share certificate under this Article, it shall		share certificate under this Article, it shall
	forthwith cancel the original share certificate		forthwith cancel the original share certificate
	and enter the cancellation and replacement		and enter the cancellation and replacement
	issue in the register of shareholders		issue in the register of shareholders
	accordingly.		accordingly.
(vii)All	expenses relating to the cancellation of	(vii)All	expenses relating to the cancellation	of
	an	original share certificate and the issue of		an	original share certificate and the issue	of
	a replacement new share certificate by the		a replacement new share certificate by the
	Company shall be borne by the applicant and		Company shall be borne by the applicant and
	the Company is entitled to refuse to take any		the Company is entitled to refuse to take any
	action until reasonable security is provided by		action until reasonable security is provided by
	the applicant.		the applicant.

Article 56	Article 56		Amended according to national institutional
							restructuring, and Announcement on Cancelling or
The ordinary shareholders of the Company shall be	The ordinary shareholders of the Company shall be	Adjusting Certain Administrative Approval Items
entitled to the following rights:	entitled to the following rights:		in Relation to Securities Companies and Other
							Matters
(i)	the right to dividends and other distributions	(i)	the right to dividends and other distributions
	in proportion to the number of shares held;		in proportion to the number of shares held;
(ii)	the right to attend or appoint a proxy to attend	(ii)	the right to attend or appoint a proxy to attend
	shareholders' general meetings and to exercise		shareholders' general meetings and to exercise
	the voting right;		the voting right;
(iii) the right to supervise and manage the business	(iii) the right to supervise and manage the business
	activities of the Company and to put forward		activities of the Company and to put forward
	proposals and raise inquiries;		proposals and raise inquiries;
(iv) the	right to transfer shares in accordance	(iv) the	right to transfer shares in accordance
	with the laws, administrative regulations and		with the laws, administrative regulations and
	provisions of the Articles of Association;		provisions of the Articles of Association;

Original article	To be amended as	Basis

Shareholders shall notify the Company in advance	Shareholders shall notify the Company in advance
if, through subscription or assignment of the equity	if, through subscription or assignment of the equity
of the Company or the equity of the Company's	of the Company or the equity of the Company's
shareholders or otherwise, the shareholders may	shareholders or otherwise, the shareholders may
hold 5% or more of the Company's registered	hold 5% or more of the Company's registered
capital. Shareholders shall be officially entitled	capital. In the event of change of substantial
to hold the corresponding proportion of the	shareholders, shareholdersshall be officially
Company's shares only upon approval from the	entitled to hold the corresponding proportion of
relevant securities supervision and administrative	the Company's shares only upon approval from the
authorities under the State Council. Shareholders	CSRC. Shareholders who shall but have not been
who shall but have not been approved by the	approved by the regulatory authorities or have
regulatory authorities or have not filed with the	not filed with the regulatory authorities, or those
regulatory authorities, or those who have not	who have not completed the rectification, shall
completed the rectification, shall not exercise such	not exercise such rights as requesting to convene a
rights as requesting to convene a general meeting,	general meeting, voting, nominating, proposing and
voting, nominating, proposing and disposition, etc.	disposition, etc. Shareholders who shall but have
Shareholders who shall but have not been approved	not been approved by the regulatory authorities
by the regulatory authorities shall dispose of the	shall dispose of the corresponding equity interest if
corresponding equity interest if they are unable to	they are unable to obtain such approval within one
obtain such approval within one year.	year.

Newly added	Article 57	Article 63 of the Securities Law
	When the voting shares issued by the Company as
	held by an investor through securities trading on
	the stock exchange or jointly with others through
	agreements or other arrangements reach 5%,
	the investor shall, within 3 days after the event
	occurs, submit a written report to the securities
	regulatory authorities of the State Council and the
	stock exchange, notify the Company and make
	an announcement thereon. The investor shall not
	trade in the Company's Shares within the aforesaid
	period, unless under any circumstance prescribed
	by the securities regulatory authorities of the State
	Council.
	After the voting shares issued by the Company as
	held by an investor or jointly with others through
	agreements or other arrangements reach 5%,
	the investor shall, according to the provisions
	of the preceding paragraph, make a report and
	announcement each time when the proportion of
	voting shares issued by the Company increases
	or decreases by 5%. From the day when the event
	occurs to the end of 3 days after the announcement
	is made, the investor shall not trade in the
	Company's Shares, unless under any circumstance
	prescribed by the securities regulatory authorities
	of the State Council.

Original article

To be amended as

Basis

After the voting shares issued by the Company as held by an investor or jointly with others through agreements or other arrangements reach 5%, each time when the proportion of voting shares issued by the Company increases or decreases by 1%, the investor shall notify the Company and make an announcement thereon on the day immediately after the event occurs.

		Whoever purchases the voting shares of the
		Company in violation of paragraph 1 or 2 shall
		not exercise the voting right of the shares that
		exceed the prescribed ratio within 36 months after
		purchasing them.

Article 64	Article 65			Original category (2) of this article repeats
						paragraph 2 of this article and is thus deleted, and
A shareholder holding more than 5% of voting	A	shareholder holding more than 5% of	voting	the notice period for any shareholder's pledging his
shares of the Company shall notify the Company	shares of the Company shall notify the Company	shares is clarified accordingly
within 5 working days upon the occurrence of the	within 5 working days upon the occurrence of the
following events:	following events:
(1) adoption of property preservation or	(1) adoption	of property preservation or
	mandatory enforcement measures with		mandatory	enforcement measures	with
	respect to the shares of the Company held or		respect to the shares of the Company held or
	controlled by him or it;		controlled by him or it;
(2)	pledge of shares of the Company held by him	(2)change of actual controller;
	or it;
		(3)	change of name;
(3) change of actual controller;
		(4)	merger or split;
(4)	change of name;
		(5)imposition	of regulatory measures	such
(5)	merger or split;		as suspension of business, designation of
			trustee, takeover or revocation on it, or it is
(6) imposition of regulatory measures such		in the process of dissolution, bankruptcy or
	as suspension of business, designation of		liquidation;
	trustee, takeover or revocation on it, or it is
	in the process of dissolution, bankruptcy or	(6)	imposition of administrative punishments or
	liquidation;		criminal liabilities due to material breach of
			laws and regulations;
(7)	imposition of administrative punishments or
	criminal liabilities due to material breach of	(7)	occurrence of other events that may result in
	laws and regulations;		the transfer of shares of the Company held
			or controlled by him or it or may affect the
			operations of the Company.

	Original article	To be amended as	Basis

(8)	occurrence of other events that may result in	Where a shareholder holding more than 5% of
	the transfer of shares of the Company held	voting shares of the Company pledges any shares
	or controlled by him or it or may affect the	in his possession, he shall report the same to
	operations of the Company.	the Company in writing on the day on which he
		pledges his shares.
Where a shareholder holding more than 5% of
voting shares of the Company pledges any shares	The Company shall report to the branch office of
in his possession, he shall report the same to	CSRC of its place of domicile within 5 working
the Company in writing on the day on which he	days from acknowledging the occurrence of the
pledges his shares.	events as stated above.
The Company shall report to the branch office of
CSRC of its place of domicile within 5 working
days from acknowledging the occurrence of the
events as stated above.

Article 75	Article 76	Article 123 of the Securities Law
The provision of security to external parties by	The Company shall not provide any finance or
the Company in the following situations shall	guarantee for the shareholders or related parties of
be subject to the review and approval at the	the shareholders, except for securities lending and
shareholders' general meeting:	borrowing business provided by the Company to
		customers according to provisions.The provision
(i)	any security after the total amount of security	of security to external parties by the Company
	to the external parties by the Company and its	in the following situations shall be subject to the
	subsidiaries has reached or exceeded 50% of	review and approval at the shareholders' general
	the Company's latest audited net assets;	meeting:
(ii)	any security after the total amount of security	(i) any security after the total amount of security
	to the external parties by the Company has	to the external parties by the Company and its
	reached or exceeded 30% of the Company's	subsidiaries has reached or exceeded 50% of
	latest audited total assets;	the Company's latest audited net assets;
(iii) a security to be provided in favour of an object	(ii) any security after the total amount of security
	which has an asset-liability ratio in excess of	to the external parties by the Company has
	70%;	reached or exceeded 30% of the Company's
		latest audited total assets;
(iv) a single security in excess of 10% of the
	Company's latest audited net assets.	(iii) a security to be provided in favour of an object
		which has an asset-liability ratio in excess of
		70%;
		(iv) a single security in excess of 10% of the
		Company's latest audited net assets.

Original article	To be amended as	Basis

Article 87	Article 88	Official Reply of the State Council regarding
A written notice of a shareholders' general meeting		Adjusting the Application of Provisions to Matters
A written notice of a shareholders' general meeting	Including the Notice Period for Convention
convened by the Company shall be given to all	to be convened by the Company shall be given to	of Shareholders' Meetings by Overseas Listed
shareholders whose names appear in the register	all shareholders, specifying the time and place of	Companies (No. 97 [2019] of the State Council),
of members, 45 days before the meeting is held,	and the matters to be considered at the meeting,	Article 102 of the Company Law of the People's
specifying the matters to be considered at and the	20 business days before the annual shareholders'	Republic of China (2018 Amendment), and relevant
date and venue of the meeting. A shareholder who	general meeting, and 10 business days or 15 days	provisions of the Hong Kong Listing Rules
intends to attend the shareholders' general meeting	(whichever is longer) before the extraordinary
shall deliver a written reply slip confirming his	shareholders' general meeting. Where the laws,
intention to attend the meeting to the Company 20	regulations and the relevant regulatory authorities
days before the meeting is held.	and stock exchanges in the place where the
	Company's Shares are listed have other provisions,
	such provisions shall prevail.

Article 88	Delete	Amendments are made according to the relevant
		requirements of the Official Reply of the State
The Company shall calculate the number of voting		Council regarding Adjusting the Application of
shares represented by shareholders who intend to		Provisions to Matters Including the Notice Period
attend a shareholders' general meeting on the basis		for Convention of Shareholders' Meetings by
of the written replies it has received 20 days before		Overseas Listed Companies (No. 97 [2019] of the
the date of the shareholders' general meeting.		State Council), and other relevant laws, regulations
In the event that the number of voting shares		and regulatory documents, as well as the actual
represented by shareholders who intend to attend		situations of the Company
the meeting is more than half of the total number
of the voting shares of the Company, the Company
may hold the shareholders' general meeting; if
not, the Company shall, within 5 days, notify
shareholders again of the matters to be considered
at, and the date and venue for, the meeting by
public announcement. The Company may hold
the shareholders' general meeting after such an
announcement has been made.

Original article	To be amended as	Basis

Article 90	Article 90	Amendments are made according to the relevant
		requirements of the Official Reply of the State
Unless the Articles of Association otherwise	Unless the Articles of Association otherwise	Council regarding Adjusting the Application of
requires, the notice of a shareholders' general	requires, the notice of a shareholders' general	Provisions to Matters Including the Notice Period
meeting shall be sent to shareholders (regardless	meeting shall be sent to shareholders (regardless	for Convention of Shareholders' Meetings by
of whether they are entitled to vote at the	of whether they are entitled to vote at the	Overseas Listed Companies (No. 97 [2019] of the
shareholders' general meeting) by personal delivery	shareholders' general meeting) by personal delivery	State Council), and other relevant laws, regulations
or by prepaid mail. The addresses of the recipients	or by prepaid mail. The addresses of the recipients	and regulatory documents, as well as the actual
shall be such addresses as shown in the register	shall be such addresses as shown in the register	situations of the Company
of members. For holders of domestic shares, such	of members. For holders of domestic shares, such
notice of the shareholders' general meeting may	notice of the shareholders' general meeting may
also be given by way of announcement.	also be given by way of announcement.
The announcement referred to in the preceding	The announcement referred to in the preceding
paragraph shall be published in one or more	paragraph shall be published pursuant to the
newspapers designated by the securities regulatory	Articles of Association on the website of the stock
authorities of the State Council 45 to 50 days	exchanges and the media meeting the requirements
prior to the convening of the meeting. Once such	specified by the securities regulatory authorities
an announcement is made, all holders of the	of the State Council prior to the convening of
domestic shares shall be deemed to have received	the meeting.Once such an announcement is
the relevant notice of the shareholders' general	made, all holders of the domestic shares shall be
meeting.	deemed to have received the relevant notice of the
	shareholders' general meeting.
The announcement to shareholders of overseas	Provided that the laws, regulations and the relevant
listed foreign shares shall be issued on the website	provisions of the securities regulatory authorities in
of Hong Kong Stock Exchange, or published	the place where the Company's shares are listed are
in one or more newspapers designated 45 to 50	satisfied and the relevant procedures are fulfilled,
days prior to the convening of the meeting. Once	the announcement to shareholders of overseas
such an announcement is made, all holders of the	listed foreign shares shall be issued pursuant to
domestic shares shall be deemed to have received	the Articles of Associationon the website of Hong
the relevant notice of the shareholders' general	Kong Stock Exchange, or in other ways permitted
meeting.	by the Hong Kong Listing Rules and the Articles of
	Association prior to the convening of the meeting.

Original article	To be amended as	Basis

Article 116	Article 116	Article 90 of the Securities Law
Shareholders (including proxies) shall exercise	Shareholders (including proxies) shall exercise
their voting rights according to the number of	their voting rights according to the number of
voting shares they represent, with one vote for each	voting shares they represent, with one vote for each
share.	share.
Where material issues affecting the interests of	Where material issues affecting the interests of
small and medium investors are being considered	small and medium investors are being considered
in the shareholders' general meeting, the votes	in the shareholders' general meeting, the votes
by small and medium investors shall be counted	by small and medium investors shall be counted
separately. The separate counting results shall be	separately. The separate counting results shall be
publicly disclosed in a timely manner.	publicly disclosed in a timely manner.
Shares in the Company which are held by the	Shares in the Company which are held by the
Company do not carry any voting rights, and	Company do not carry any voting rights, and
shall not be counted in the total number of voting	shall not be counted in the total number of voting
shares represented by shareholders present at a	shares represented by shareholders present at a
shareholders' general meeting.	shareholders' general meeting.
The Board, Independent Directors and shareholders	The Board, Independent Directors, shareholders
who meet the relevant requirements may collect	holding more than 1% of voting shares, or investor
votes from shareholders publicly. While collecting	protection institutions established according to
votes of shareholders, sufficient disclosure of	laws, administrative regulations or provisions of
information such as the specific voting preference	the securities regulatory authorities of the State
shall be made to the shareholders from whom	Council may, as collectors, personally or authorize
voting rights are being collected. No consideration	a securities company or securities service agency
or other form of de facto consideration shall be	to publicly request the Company's shareholders to
involved in the collection of voting rights from	authorize them to attend the shareholders' general
shareholders. The Company shall not impose any	meeting and exercise the shareholders' rights such
limitation related to minimum shareholdings on the	as right of making motions and voting right on
collection of voting rights.	their behalf. However, the collectors shall disclose
	the collection documents and the Company shall
	provide cooperation.While collecting votes of
	shareholders, sufficient disclosure of information
	such as the specific voting preference shall be
	made to the shareholders from whom voting rights
	are being collected. No consideration or other
	form of de facto consideration shall be involved in
	the publiccollection of shareholders' rightsfrom
	shareholders. The Company shall not impose any
	limitation related to minimum shareholdings on the
	collection of shareholders' rights. The collectors
	shall bear compensation liabilities according to
	law if the public collection of shareholders' rights
	violates laws, administrative regulations or relevant
	provisions of the securities regulatory authorities of
	the State Council, causing losses to the Company
	or the shareholders of the Company.

Original article	To be amended as	Basis

Article 136	Article 136	Amendments are made according to the relevant
		requirements of the Official Reply of the State
Written notice of a meeting of any class of	Written notice of a meeting of any class of	Council regarding Adjusting the Application of
shareholders of the Company shall be issued 45	shareholders of the Company shall be issued	Provisions to Matters Including the Notice Period
days prior to the date of the class meeting to all	pursuant to Article 88 of the Articles of	for Convention of Shareholders' Meetings by
shareholders of such class whose names appear on	Associationto all shareholders of such class	Overseas Listed Companies (No. 97 [2019] of the
the register of members, specifying the matters to	whose names appear on the register of members,	State Council), and other relevant laws, regulations
be considered at and the place, the date and the	specifying the matters to be considered at and the	and regulatory documents, as well as the actual
time of the meeting. Shareholders who intend to	place, the date and the time of the meeting.	situations of the Company
attend the meeting shall deliver to the Company
written replies of their intention to attend 20 days	Where there is any special regulation under the
prior to the date of the meeting. When calculating	listing rules of the place(s) where the Company's
the time limit, the date of meeting shall not be	Shares are listed, such requirement shall prevail.
included. If the number of voting shares at such
meeting held by shareholders who intend to attend
such meeting reaches more than one-half of the
total number of voting shares at such meeting,
the Company may hold such class meeting; if this
cannot be attained, the Company shall further
notify the shareholders by way of announcement
within five days thereof specifying the matters
to be considered and the place, the date and the
time of the meeting. After such announcement has
been given, the Company may then hold the class
meeting.

Where there is any special regulation under the listing rules of the place(s) where the Company's Shares are listed, such requirement shall prevail.

CHAPTER FIVE DIRECTORS AND THE BOARD OF DIRECTORS

Article 139	Article 139	Article 124 of the Securities Law
Directors of the Company shall have their	The appointment and removal of Directors by
qualifications be approved by the China Securities	the Company shall be filed with the securities
Regulatory Commission before assuming office.	regulatory authorities of the State Council.The
The Company shall not appoint any personnel who	Company shall not appoint any unqualified
has not obtained the qualification to be Director	personnel to be Director and shall not violate the
and shall not violate the provision by authorizing	provision by authorizing unqualifiedpersonnel to
unqualified personnel to effectively exercise the	effectively exercise the duties.
duties.
The general manager or other senior management	The general manager or other senior management
members may concurrently serve as a Director	members may concurrently serve as a Director
(other than Independent Directors), provided	(other than Independent Directors), provided
that the aggregate number of the Directors who	that the aggregate number of the Directors who
concurrently serve as general manager or other	concurrently serve as general manager or other
senior management members shall not exceed one	senior management members shall not exceed one
half of all the Directors of the Company.	half of all the Directors of the Company.

Original article	To be amended as	Basis

Article 141	Article 141	Article 96 of the Guidelines for the Articles
		of Association of the Listed Companies (2019
Non-employee representative Directors shall be	Non-employee representative Directors shall be	Revision)
elected or replaced by the shareholders' general	elected or replaced by the shareholders' general
meetings, while employee representative Directors	meetings and may be removed from their office by
shall be elected or replaced by the Company's	the shareholders' general meetings before expiry
employee representatives assembly. The term of	of their terms of office. Employee representative
office of a Director shall be three years and is	Directors shall be elected or replaced by the
eligible for re-election.A Director shall not be	Company's employee representatives assembly.
removed without reason from his office by the	The term of office of a Director shall be three
shareholders' general meeting or the employee	years and is eligible for re-election. If a Director
representatives assembly before the end of his/her	is removed by the shareholders' general meetings
term.If a Director is removed by the shareholders'	or the employee representatives assembly of the
general meetings or the employee representatives	Company, relevant explanation shall be provided.
assembly of the Company, relevant explanation	The Director being removed shall be entitled
shall be provided. The Director being removed	to state his/her opinion at the shareholders'
shall be entitled to state his/her opinion at the	general meeting or the employee representatives
shareholders' general meeting or the employee	assembly, CSRC or CSRC Shanghai Bureau.
representatives assembly, CSRC or CSRC	Subject to full compliance with the relevant laws
Shanghai Bureau. Subject to full compliance with	and administrative regulations, the shareholders'
the relevant laws and administrative regulations,	general meeting may by ordinary resolution remove
the shareholders' general meeting may by ordinary	any Director before the expiry of his term of office
resolution remove any Director before the expiry	(but without prejudice to such Director's right to
of his term of office (but without prejudice to such	claim damages based on any contract).
Director's right to claim damages based on any
contract).
Written notice of intention to nominate a candidate	Written notice of intention to nominate a candidate
for the post of Director and the candidate's	for the post of Director and the candidate's
agreement to be nominated must be given to the	agreement to be nominated must be given to the
Company seven days prior to the convening of the	Company seven days prior to the convening of the
annual general meeting (Such seven-day period	annual general meeting (Such seven-day period
shall commence no earlier than the second day after	shall commence no earlier than the second day after
the issue of the notice of the meeting at which the	the issue of the notice of the meeting at which the
election shall be conducted and no later than seven	election shall be conducted and no later than seven
days prior to the shareholders' general meeting).	days prior to the shareholders' general meeting).
The term of the nomination and the acceptance of	The term of the nomination and the acceptance of
the nomination shall be no less than seven days.	the nomination shall be no less than seven days.
The term of office of Directors shall commence	The term of office of Directors shall commence
from the date of appointment up to the maturity of	from the date of appointment up to the maturity of
the current term of office of the Board.	the current term of office of the Board.
Those in the Board as employees' representatives	Those in the Board as employees' representatives
are elected by the employees of the Company by	are elected by the employees of the Company by
employees' representative meeting means to join	employees' representative meeting means to join
the Board directly.	the Board directly.
The Directors shall not be required to hold shares	The Directors shall not be required to hold shares
of the Company.	of the Company.

	Original article		To be amended as	Basis

Article 143	Article 143		Article 82 of the Securities Law
The Directors shall comply with the laws,	The Directors shall comply with the laws,
administrative regulations and the Articles of	administrative regulations and the Articles of
Association and shall diligently perform their	Association and shall diligently perform their
following obligations to the Company:	following obligations to the Company:
(i)	They shall exercise the rights granted by	(i)	They shall exercise the rights granted by
	the Company prudently, conscientiously		the Company prudently, conscientiously
	and diligently to ensure that the Company's		and diligently to ensure that the Company's
	commercial activities are in compliance		commercial activities are in compliance
	with laws, administrative regulations and the		with laws, administrative regulations and the
	requirements of all economic policies of the		requirements of all economic policies of the
	state and that its commercial activities have		state and that its commercial activities have
	not gone beyond the scope stipulated in the		not gone beyond the scope stipulated in the
	business licence;		business licence;
(ii)	They shall treat all shareholders equally and	(ii)	They shall treat all shareholders equally and
	fairly;		fairly;
(iii) They shall have prompt understanding of	(iii) They shall have prompt understanding	of
	the Company's business operation and		the Company's business operation and
	management;		management;
(iv)	They shall sign the written confirmation on	(iv)	They shall sign the written confirmation on
	opinion of the Company's regular reports.		opinion of the Company's securities issuance
	They shall ensure the information disclosed		related documentsand regular reports. They
	by the Company is true, accurate, complete,		shall ensure the information disclosed by the
	timely and fair;		Company is true, accurate, complete, timely
			and fair;
(v)	They shall inform the Supervisory Committee	(v)	They shall inform the Supervisory Committee
	of the true situation and information and shall		of the true situation and information and shall
	not obstruct the Supervisory Committee or		not obstruct the Supervisory Committee or
	Supervisors from exercising their powers;		Supervisors from exercising their powers;
(vi) They are bound by other obligations of	(vi) They are bound by other obligations	of
	diligence stipulated by laws, administrative		diligence stipulated by laws, administrative
	regulations, departmental rules and the		regulations, departmental rules and the
	Articles of Association.		Articles of Association.

		Original article			To be amended as			Basis

Article 154		Article 154					Article 124 of the Securities Law
The following persons shall not be Independent	The following persons shall not be Independent
Directors of the Company:	Directors of the Company:
(i)	Those persons who fall within the	(i)	Those persons who fall within the
	circumstances specified in Article 131 of the		circumstances specified in Article 222 of the
	Securities Law;		Articles of Association;
(ii)	Persons who are employed by the Company	(ii)	Persons who are employed by the Company
	or its associates, and their close relatives		or its associates, and their close relatives
	and main social relationship, which refer to		and main social relationship, which refer to
	their brothers and sisters, father-in-law and		their brothers and sisters, father-in-law and
	mother-in-law,daughter-in-law and son-in-		mother-in-law,daughter-in-law and son-in-
	law, brother-in-law and sister-in-law, and the		law, brother-in-law and sister-in-law, and the
	brothers and sisters of the spouses and the		brothers and sisters of the spouses and the
	others considered unfit at the shareholders'		others considered unfit at the shareholders'
	general meeting of the Company to serve as		general meeting of the Company to serve as
	Independent Directors;		Independent Directors;
(iii) Persons	who are employed in the entities	(iii) Persons	who are	employed in	the	entities
	of shareholder(s) holding or control more		of shareholder(s) holding or control more
	than 5% of the Company's shares, and the		than 5% of the Company's shares, and the
	other company whose business activities or		other company whose business activities or
	interests are connected with the Company,		interests are connected with the Company,
	or those employed by entities of the top five		or those employed by entities of the top five
	shareholders of the Company, and their close		shareholders of the Company, and their close
	relatives and main social relationship;		relatives and main social relationship;
(iv)	shareholders in the capacity of natural persons	(iv)	shareholders in the capacity of natural persons
	who hold or control more than 1% of the		who hold or control more than 1% of the
	Company's shares, or the Company's top 10		Company's shares, or the Company's top 10
	shareholders in the capacity of natural persons		shareholders in the capacity of natural persons
	and their close relatives thereof;		and their close relatives thereof;
(v)	Persons who provide financial, legal or	(v)	Persons who provide financial, legal or
	consultation services to the Company or any		consultation services to the Company or any
	of its subsidiaries and their close relatives		of its subsidiaries and their close relatives
	thereof;			thereof;
(vi) Persons	who fall under situation of the	(vi) Persons	who fall under situation of the
	aforesaid categories (2) to (5) in the past one		aforesaid categories (2) to (5) in the past one
	year;			year;
(vii)Persons	employed in a capacity other than	(vii)Persons	employed	in a capacity	other than
	being Independent Directors in other securities		being Independent Directors in other securities
	companies;		companies;
(viii) Other	persons stipulated by laws,	(viii) Other	persons	stipulated	by	laws,
	administrative regulations and the Articles of		administrative regulations and the Articles of
	Association;		Association;
(ix) Persons	determined unfit by the China	(ix) Persons	determined unfit by the China
	Securities Regulatory Commission or by the		Securities Regulatory Commission or by the
	shareholders' general meeting of the Company		shareholders' general meeting of the Company
	shall not be the Independent Directors of the		shall not be the Independent Directors of the
	Company.		Company.

Original article	To be amended as	Basis

CHAPTER SIX GENERAL MANAGER AND OTHER SENIOR MANAGEMENT MEMBERS

Article 192	Article 192	Article 124 of the Securities Law
The Company shall have one general manager, who	The Company shall have one general manager, who
shall be appointed and dismissed by the Board.	shall be appointed and dismissed by the Board.
The Company shall have a certain number of	The Company shall have a certain number of
deputy general managers to assist the general	deputy general managers to assist the general
manager. Their appointment and dismissal are to	manager. Their appointment and dismissal are to
be nominated by the general manager for approved	be nominated by the general manager for approved
by the Board.	by the Board.
The Company's general manager, deputy general	The Company's general manager, deputy general
managers, general manager's assistant, secretary to	managers, general manager's assistant, secretary to
the Board, chief financial officer, chief compliance	the Board, chief financial officer, chief compliance
officer, chief information officer, chief risk	officer, chief information officer, chief risk
officer and other members who actually perform	officer and other members who actually perform
the aforesaid duties are the Company's senior	the aforesaid duties are the Company's senior
management members.	management members.
	The appointment and removal of senior
	management members by the Company shall be
	filed with the securities regulatory authorities of
	the State Council.

Article 193	Article 193	Announcement on Cancelling or Adjusting Certain
		Administrative Approval Items in Relation to
The general manager and other senior management	The general manager and other senior management	Securities Companies and Other Matters
members shall have the following qualifications on	members shall have the following qualifications on
the job:	the job:
(i) They shall not be prohibited by the laws and	(i) They shall not be prohibited by the laws and
administrative regulations to assume office as	administrative regulations to assume office as
the senior management member in securities	the senior management member in securities
companies;	companies;
(ii) They shall pass the benchmark test approved	(ii) They shall pass the benchmark test approved
by the China Securities Regulatory	by the China Securities Regulatory
Commission to qualify as the senior	Commission;
management member;
(iii) They shall be a university graduate above the	(iii) They shall be a university graduate above the
first degree level, or obtain a bachelor degree	first degree level, or obtain a bachelor degree
or higher degree;	or higher degree;
(iv) They shall be of good character, faithful and	(iv) They shall be of good character, faithful and
honest;	honest;

	Original article		To be amended as	Basis

Article 211	Article 211		Article 82 of the Securities Law
The Supervisory Committee shall be accountable	The Supervisory Committee shall be accountable
to the shareholders' general meeting and shall	to the shareholders' general meeting and shall
perform the following duties:	perform the following duties:
(i)	to review the Company's periodical reports	(i)	to review the Company's securities issuance
	prepared by the Board and to express its		documents andperiodical reports prepared
	comments in writing;		by the Board and to express its comments in
	to inspect the Company's financial position;		writing; Supervisors shall sign the written
(ii)		confirmation opinion;
(iii) to supervise the establishment and implement	(ii)	to inspect the Company's financial position;
	of internal control by the Board;
		(iii) to supervise the establishment and implement
(iv)	to conduct supervision on comprehensive risk		of internal control by the Board;
	management of the Company and monitor
	the diligent performance of the Board and	(iv) to conduct supervision on comprehensive risk
	senior management in risk management and		management of the Company and monitor
	recommend their rectification;		the diligent performance of the Board and
			senior management in risk management and
(v)	to supervise the performance of compliance		recommend their rectification;
	management duties performed by directors and
	senior management;	(v)	to supervise the performance of compliance
			management duties performed by directors and
(vi) to supervise the behaviors of the Directors and		senior management;
	senior management members in performing
	their duties, and to advise on dismissal of any	(vi)	to supervise the behaviors of the Directors and
	Directors and senior management members		senior management members in performing
	who are in breach of laws, administrative		their duties, and to advise on dismissal of any
	regulations, the Articles of Association or		Directors and senior management members
	resolutions of the shareholders' general		who are in breach of laws, administrative
	meetings, or assume the primary or leadership		regulations, the Articles of Association or
	responsibility for the occurrence of major		resolutions of the shareholders' general
	compliance risks;		meetings, or assume the primary or leadership
			responsibility for the occurrence of major
(vii)to enquire on the conduct of Directors and		compliance risks;
	senior management members;
		(vii)to enquire on the conduct of	Directors and
(viii) to demand the Directors and senior		senior management members;
	management members to rectify their errors
	if they have acted in a harmful manner to the	(viii) to demand the Directors	and senior
	Company's interest;		management members to rectify their errors
			if they have acted in a harmful manner to the
			Company's interest;

	Original article		To be amended as		Basis

(ix) to propose to convene an extraordinary	(ix) to propose to convene an extraordinary
	general meeting, and where the Board fails to		general meeting, and where the Board fails to
	perform the duties in relation to convening or		perform the duties in relation to convening or
	presiding over a shareholders' general meeting		presiding over a shareholders' general meeting
	as required by the Company Law, to convene		as required by the Company Law, to convene
	and preside over the shareholders' general		and preside over the shareholders' general
	meeting;		meeting;
(x)	to engage an accountant firm qualified for	(x)	to engage an accountant firm qualified	for
	engaging securities related business to conduct		engaging securities related business to conduct
	the audits on retiring or resigning senior		the audits on retiring or resigning senior
	management members;		management members;
(xi)	to propose motions in a shareholders' general	(xi)	to propose motions in a shareholders' general
	meeting;		meeting;
(xii)to take legal actions against Directors and	(xii)to take legal actions against Directors	and
	senior management members in accordance		senior management members in accordance
	with Article 152 of the Company Law;		with Article 152 of the Company Law;
(xiii) to examine the financial information such as	(xiii) to examine the financial information such as
	the financial report, business report and plans		the financial report, business report and plans
	for distribution of profits to be submitted		for distribution of profits to be submitted
	by the Board to the shareholders' general		by the Board to the shareholders' general
	meetings and, to conduct investigations		meetings and, to conduct investigations
	whenever queries or unusual conditions		whenever queries or unusual conditions
	of operation of the Company arises and if		of operation of the Company arises and if
	necessary, to engage professional personnel		necessary, to engage professional personnel
	such as certified public accountants,		such as certified public accountants,
	practising auditors and lawyers to assist in the		practising auditors and lawyers to assist in the
	investigations;		investigations;
(xiv) to conduct investigations whenever unusual	(xiv) to conduct investigations whenever unusual
	conditions of operation, financial conditions		conditions of operation, financial conditions
	and compliance of the Company arise and if		and compliance of the Company arise and if
	necessary, to engage professional institutions		necessary, to engage professional institutions
	such as firms of accountants and lawyers to		such as firms of accountants and lawyers to
	assist in the investigations. Any reasonable		assist in the investigations. Any reasonable
	costs arising therefore shall be borne by the		costs arising therefore shall be borne by the
	Company;		Company;
(xv) to exercise other authorities as authorized by	(xv) to exercise other authorities as authorized by
	the Articles of Association or the shareholders'		the Articles of Association or the shareholders'
	general meetings.		general meetings.

Original article	To be amended as	Basis

CHAPTER EIGHT THE QUALIFICATIONS AND OBLIGATIONS OF THE COMPANY DIRECTORS, SUPERVISORS AND OTHER SENIOR MANAGEMENT MEMBERS

Article 222

Other than the conditions for the directorate position of Directors (including Independent Directors), Supervisors, senior management members as required under Article 140, Article 153, Article 154, Article 187, Article 193, Article 202, the following persons may not serve as Directors, Supervisors, general manager or other senior management members of the Company:

persons without civil capacity or with limited civil capacity;
persons who have committed offences relating to corruption, bribery, conversion of property, misappropriation of property or disruption of social economic order, and have been sentenced to criminal punishment, where less than five years have elapsed since the date of completion of the sentence, or who have been deprived of their political rights due to the commission of a criminal offence, where less than five years have elapsed since the date of restoring their political rights;
persons who were former Directors, factory managers or managers of a company or enterprise which was declared bankrupt and was liquidated and who were personally liable for the bankruptcy of such company or enterprise, where less than three years have elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise;
persons who were legal representatives of a company or enterprise which had its business licence revoked due to violation of the law and who were personally liable, where less than three years have elapsed since the date of the revocation of the business licence;
persons who have a relatively substantial amount of debts due and outstanding;

Article 222

Article 124 of the Securities Law

persons without civil capacity or with limited civil capacity;
persons who have committed offences relating to corruption, bribery, conversion of property, misappropriation of property or disruption of social economic order, and have been sentenced to criminal punishment, where less than five years have elapsed since the date of completion of the sentence, or who have been deprived of their political rights due to the commission of a criminal offence, where less than five years have elapsed since the date of restoring their political rights;
persons who were former Directors, factory managers or managers of a company or enterprise which was declared bankrupt and was liquidated and who were personally liable for the bankruptcy of such company or enterprise, where less than three years have elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise;
persons who were legal representatives of a company or enterprise which had its business licence revoked due to violation of the law and who were personally liable, where less than three years have elapsed since the date of the revocation of the business licence;
persons who have a relatively substantial amount of debts due and outstanding;

Original article		To be amended as	Basis

(vi) persons who are subject to CSRC's punishment	(vi) persons who are subject to CSRC's punishment
which prohibit them from entering into the		which prohibit them from entering into the
securities market for a period which has not		securities market for a period which has not
yet expired;		yet expired;
(vii)persons in charge of stock exchange, the	(vii)persons in charge of stock exchange,	the
securities registration and clearing institutions		securities registration and clearing institutions
or Directors, Supervisors, senior management		or Directors, Supervisors, senior management
members of securities companies, whose		members of securities companies, whose
qualification was revoked due to illegal or		qualification was revoked due to illegal or
indisciplinary behavior, and it has not been		indisciplinary behavior, and it has not been
five years since the date when the qualification		five years since the date when the qualification
was revoked.		was revoked.
(viii) persons who has been convicted by the	(viii) persons who has been convicted by the
relevant competent authority for violation		relevant competent authority for violation
of relevant securities regulations, and such		of relevant securities regulations, and such
conviction involves a finding that such person		conviction involves a finding that such person
has acted fraudulently or dishonestly, where		has acted fraudulently or dishonestly, where
less than five years have elapsed from the date		less than five years have elapsed from the date
of such conviction;		of such conviction;
(ix) persons who are lawyers, certified public	(ix) persons who are lawyers, certified public
accountants or a professionals of an investment		accountants or professionals of other securities
advisory institution, financial consultancy		service institutions, whose practising
institution, credit rating institution, assets		certificate or qualification was revokeddue
evaluation institution or certification		to illegal or disciplinary behavior, and it has
institution, whose qualification was revoked		not been five years since the date when the
due to illegal or disciplinary behavior, and it		practising certificate or qualification was
has not been five years since the date when the		revoked;
qualification was revoked;
(x) Government office personnel and other	(x)	Government office personnel and other
personnel who are forbidden by law and		personnel who are forbidden by law and
administrative regulations to take up		administrative regulations to take up
concurrent posts at companies;		concurrent posts at companies;
(xi) persons who were subject to administrative	(xi) persons who were subject to administrative
penalties by the financial regulatory		penalties by the financial regulatory
department due to illegal or indisciplinary		department due to illegal or indisciplinary
behavior where less than three years have		behavior where less than three years have
elapsed since the date of completion of the		elapsed since the date of completion of the
penalties;		penalties;
(xii)persons whose post-holding qualification was	(xii)persons other than a natural person;
revoked by CSRC and it has not been three
years since the date when the qualification was
revoked;	(xiii)persons who are under the period	of
		investigation due to suspected illegal
(xiii) persons who are declared to be unfit persons		behaviors, or under the investigation of the
by CSRC and it has not been two years since		legal authority in accordance with the criminal
the date of the declaration;		laws and the trials have not yet finished;
(xiv) persons who are prohibited from acting as a	(xiv)other contents required by the legal,
leader of an enterprise by virtue of laws or		administrative laws or authorities regulations.
administrative regulations;

Original article	To be amended as	Basis

(xv) persons other than a natural person;	If an election or appointment of a Director is
	taken place in contravention of this Article, the
(xvi) persons who are under the period of	said election, appointment or engagement shall
investigation due to suspected illegal	be invalid. If a Director falls into any of the
behaviors, or under the investigation of the	circumstances set forth in this Article during his
legal authority in accordance with the criminal	term of office, the Company shall terminate his
laws and the trials have not yet finished;	duties.
(xvii) other contents required by the legal,
administrative laws or authorities regulations.
If an election or appointment of a Director is
taken place in contravention of this Article, the
said election, appointment or engagement shall
be invalid. If a Director falls into any of the
circumstances set forth in this Article during his
term of office, the Company shall terminate his
duties.

CHAPTER NINE FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDITING

Article 243	Article 243	Article 86 of the Securities Law
The Company's financial reports shall be made	The Company's financial reports shall be made
available for shareholders' inspection at the	available for shareholders' inspection at the
Company twenty days before the date of every	Company twenty days before the date of every
annual general meeting. Each shareholder shall be	annual general meeting. Each shareholder shall be
entitled to obtain a copy of the financial reports	entitled to obtain a copy of the financial reports
referred to in this Chapter.	referred to in this Chapter.
Unless otherwise specified in the Articles of	Unless otherwise specified in the Articles of
Association, the Company shall deliver or send	Association, the Company shall deliver or send
to each shareholder of overseas-listed foreign-	to each shareholder of overseas-listed foreign-
invested Shares by prepaid mail at the address	invested Shares by prepaid mail at the address
registered in the register of shareholders the said	registered in the register of shareholders the said
report, the report of Directors and the balance sheet	report, the report of Directors and the balance sheet
and profit and loss account not later than twenty-	and profit and loss account not later than twenty-
one days before the date of every annual general	one days before the date of every annual general
meeting, or the Company may publish its report	meeting, or the Company may publish its report
on the website of the Shanghai Stock Exchange	on the websites of the stock exchanges and media
and in a newspaper specified in the Articles of	meeting the requirements specified by the securities
Association, and on the website of the Hong Kong	regulatory authorities of the State Council,and on
Stock Exchange or in one or more newspapers	the website of the Hong Kong Stock Exchange or
specified by it. Once an announcement is made,	in one or more newspapers specified by it. Once an
all shareholders are deemed to have received the	announcement is made, all shareholders are deemed
aforementioned financial report.	to have received the aforementioned financial
	report.

Original article	To be amended as		Basis

Article 247	Article 247		Article 127 of the Securities Law
A Company can use profit before tax next year to	A Company can use profit before tax next year to
offset loss for the current year; if the profit before	offset loss for the current year; if the profit before
tax of the next year is insufficient to offset the loss,	tax of the next year is insufficient to offset the loss,
the excessive part can be carried forward to next	the excessive part can be carried forward to next
subsequent year; loss carry forward that exceeds	subsequent year; loss carry forward that exceeds
statutory pre-tax offset period can use profit	statutory pre-tax offset period can use profit
after tax to offset. For the year that the Company	after tax to offset. For the year that the Company
realizes the profit after tax (after offset loss, the	realizes the profit after tax (after offset loss, the
same as below), the Company will appropriate the	same as below), the Company will appropriate the
profit after tax in the following order: statutory	profit after tax in the following order: statutory
surplus reserve, general risk reserve, transaction	surplus reserve, general risk reserve, transaction
risk reserve and distribution to shareholders. 10%	risk reserve and distribution to shareholders. 10%
of the realized profit after tax of that year will	of the realized profit after tax of that	year will
be appropriated as statutory surplus reserve fund.	be appropriated as statutory surplus reserve fund.
When the aggregate statutory surplus reserve	When the aggregate statutory surplus reserve
fund has reached 50% or more of the Company's	fund has reached 50% or more of the Company's
registered capital, the Company may cease to make	registered capital, the Company may cease to make
any further appropriation. 10% of the realized	any further appropriation. 10% of the realized
profit after tax of that year will be appropriated	profit after tax of that year will be appropriated as
as general risk reserve. Not less than 10% of	general risk reserve. The Company appropriates the
the realized profit after tax of that year will be	transaction risk reserve from its annual business
appropriate as transaction risk reserve.	revenue to make up for losses from securities
Subject to the resolution at the shareholders'	operations, with the specific appropriation ratio
subject to stipulations of the securities regulatory
general meeting, the Company may also	authorities of the State Council and the financial
appropriate fund to statutory surplus reserve from	authority of the State Council.
profit after tax. The remaining profit after taxation,	Subject to the resolution at the shareholders'
after recovery of losses and appropriation of
reserve fund and all reserves shall be distributed to	general meeting, the Company may also
shareholders in proportion to their shareholdings.	appropriate fund to statutory surplus reserve from
If a shareholders' general meetings violates	profit after tax. The remaining profit after taxation,
the provisions in the preceding paragraph of	after recovery of losses and appropriation of
this Article and profits are distributed to the	reserve fund and all reserves shall be distributed to
shareholders before the Company makes up losses	shareholders in proportion to their shareholdings.
or makes allocations to the statutory reserve fund,	If a shareholders' general meetings violates
the profits distributed in violation of the provisions	the provisions in the preceding paragraph of
must be returned to the Company. No profit shall	this Article and profits are distributed to the
be distributed in respect of the shares of the	shareholders before the Company makes up losses
Company which are held by the Company. The	or makes allocations to the statutory reserve fund,
gain in fair value of the Company's distributable	the profits distributed in violation of the provisions
profit shall not be distributed to Shareholders by	must be returned to the Company. No profit shall
cash. If the standard required by the laws and the	be distributed in respect of the shares of the
administrative regulations (such as net gearing	Company which are held by the Company. The
ratio) not being met, no profit may be distributed to	gain in fair value of the Company's distributable
the Shareholders. If undistributed profit is negative,	profit shall not be distributed to Shareholders by
no profit may be distributed to the Shareholders.	cash. If the standard required by the laws and the
If capital reserve is negative, no cash distribution	administrative regulations (such as net gearing
shall be made to the Shareholders.	ratio) not being met, no profit may be distributed to
	the Shareholders. If undistributed profit is negative,
	no profit may be distributed to the Shareholders.
	If capital reserve is negative, no cash distribution
	shall be made to the Shareholders.

Original article	To be amended as	Basis

Article 260	Article 260	Article 159 of the Guidelines for the Articles
		of Association of the Listed Companies (2019
If there is a vacancy in the position of auditor of	The appointment of accounting firms for the	Amendment)
the Company, the board may engage an accounting	Company shall be subject to approval at the
firm to fill such vacancy before the convening of	shareholders' general meeting, prior to which the
the shareholders' general meeting, but shall be	Board shall not appoint any accounting firm. If
confirmed by the shareholders in the next annual	there is a vacancy in the position of auditor of the
general meeting.Any other accountant firm which	Company, any other accountant firm which has
has been engaged by the Company may continue to	been engaged by the Company may continue to act
act during the period during such a vacancy exists.	during the period during such a vacancy exists.

CHAPTER TWELVE MERGER, DIVISION, INCREMENT AND REDUCTION IN REGISTERED CAPITAL, DISSOLUTION AND LIQUIDATION

Article 279	Article 279	Announcement on Cancelling or Adjusting Certain
		Administrative Approval Items in Relation to
Approval from the CSRC shall be obtained	Approval from the CSRC shall be obtained	Securities Companies and Other Matters
according to the law under the circumstance	according to the law under the circumstance of
of the increase in the registered share capital	changes in substantial shareholders or actual
of the Company with a significant change to	controllers or merger or division of the Company.
its shareholding structure, the reduction of
its registered share capital, and changes in	If the Company changes the registered share capital
shareholders and actual controllers holding more	or shareholding but does not involve the aforesaid
than 5% of equity interest in the Company.	circumstances, it shall file with the branch office of
	the CSRC of its principal place of business within
If the Company changes the registered share capital	five business days from the date of completion of
or shareholding but does not involve the aforesaid	the change of industry and commerce registration
circumstances, it shall file with the branch office	(from the date of registration of the relevant
of the CSRC of its principal place of business	authentic right, if it is not necessary to complete
within five business days after the registration	the change of industry and commerce registration
with the companies registration authorities. The	according to law).The provisions of this article
provisions of this article shall not be applicable to	shall not be applicable to the shareholding changes
the shareholding changes on the stock exchange.	on the stock exchange.

CHAPTER FIFTEEN THE BYE-LAWS

Article 302	Article 302	Adjustment of regulatory authorities
The Articles of Association is written in Chinese,	The Articles of Association is written in Chinese,
and the Chinese version of the Articles of	and the Chinese version of the Articles of
Association, which has the approved registration	Association, which has the approved registration
made by the Shanghai Industrial and Commercial	made by the Shanghai Municipal Administration
Administrative Management Bureau recently,	for Market Regulationrecently, should prevail, if
should prevail, if there is difference between the	there is difference between the Chinese version and
Chinese version and versions of other languages.	versions of other languages.

COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS' GENERAL MEETING OF HAITONG SECURITIES CO., LTD.

Original article	To be amended as	Basis

CHAPTER ONE GENERAL PROVISIONS

Article 1

To regulate the conduct of Haitong Securities Co., Ltd. (the "Company") and ensure that the shareholders' general meeting exercises its functions and powers legally, Rules of Procedure for Shareholders' General Meetings of Haitong Securities Co., Ltd. (the "Rules") are formulated in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), the Measures on the Administration of Securities Companies, the Rules for Governance of Securities Companies (for trial implementation), the Listing Rules of Shanghai Stock Exchange and Rules for Shareholders' General Meetings of Listed Companies (Zheng Jian Fa [2006] No. 21), the Mandatory Provisions for the Articles of Association of the Companies Listed Overseas, the Special Regulations of the State Council on the Overseas Offer and Listing of Shares by Joint Stock Limited Companies, the Letter of Opinion on the Supplements and Amendments to the Articles of Association of the Companies Listed in Hong Kong, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, other laws, administrative regulations and regulatory documents, and the Articles of Association.

Article 1

To regulate the conduct of Haitong Securities Co., Ltd. (the "Company") and ensure that the shareholders' general meeting exercises its functions and powers legally, Rules of Procedure for Shareholders' General Meetings of Haitong Securities Co., Ltd. (the "Rules") are formulated in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), the Measures on the Administration of Securities Companies, the Rules for Governance of Securities Companies (for trial implementation), the Listing Rules of Shanghai Stock Exchange and Rules for Shareholders' General Meetings of Listed Companies (Zheng Jian Fa [2006] No. 21), the Mandatory Provisions for the Articles of Association of the Companies Listed Overseas, the Special Regulations of the State Council on the Overseas Offer and Listing of Shares by Joint Stock Limited Companies, the Official Reply of the State Council regarding Adjusting the Application of Provisions to Matters Including the Notice Period for Convention of Shareholders' Meetings by Overseas Listed Companies, the Letter of Opinion on the Supplements and Amendments to the Articles of Association of the Companies Listed in Hong Kong, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, other laws, administrative regulations and regulatory documents, and the Articles of Association.

Amendments are made according to the relevant requirements of the Official Reply of the State Council regarding Adjusting the Application of Provisions to Matters Including the Notice Period for Convention of Shareholders' Meetings by Overseas Listed Companies, and other relevant laws, regulations and regulatory documents, as well as the actual situations of the Company

Original article	To be amended as	Basis

CHAPTER TWO GENERAL RULES OF SHAREHOLDERS' GENERAL MEETING

Article 6

The provision of security to external parties by the Company in the following situations shall be subject to the review and approval at the shareholders' general meeting:

any security after the total amount of security to the external parties by the Company and its subsidiaries has reached or exceeded 50% of the Company's latest audited net assets;
any security after the total amount of security to the external parties by the Company has reached or exceeded 30% of the Company's latest audited total assets;
a security to be provided in favour of an object which has an asset-liability ratio in excess of 70%;
a single security in excess of 10% of the Company's latest audited net assets.

Article 6

Article 123 of the Securities Law

The Company shall not provide any finance or guarantee for the shareholders or related parties of the shareholders, except for securities lending and borrowing business provided by the Company to customers according to provisions.The provision of security to external parties by the Company in the following situations shall be subject to the review and approval at the shareholders' general meeting:

any security after the total amount of security to the external parties by the Company and its subsidiaries has reached or exceeded 50% of the Company's latest audited net assets;
any security after the total amount of security to the external parties by the Company has reached or exceeded 30% of the Company's latest audited total assets;
a security to be provided in favour of an object which has an asset-liability ratio in excess of 70%;
a single security in excess of 10% of the Company's latest audited net assets.

Original article	To be amended as	Basis

CHAPTER FOUR MOTIONS AND NOTICES OF SHAREHOLDERS' GENERAL MEETING

Article 19

A written notice of a shareholders' general meeting convened by the Company shall be given to all shareholders whose names appear in the register of members, 45 days before the meeting is held, specifying the matters to be considered at and the date and location of the meeting. A shareholder who intends to attend the shareholders' general meeting shall deliver a written reply slip confirming his intention to attend the meeting to the Company 20 days before the meeting is held.

The Company shall calculate the number of voting shares represented by shareholders who intend to attend a shareholders' general meeting on the basis of the written replies it has received 20 days before the date of the shareholders' general meeting. In the event that the number of voting shares represented by shareholders who intend to attend the meeting is more than half of the total number of the voting shares of the Company, the Company may hold the shareholders' general meeting; if not, the Company shall, within 5 days, notify shareholders again of the matters to be considered at, and the date and location for, the meeting by public announcement. The Company may hold the shareholders' general meeting after such an announcement has been made.

Article 19

A written notice of a shareholders' general meeting to be convened by the Company shall be given to all shareholders, specifying the time and place of and the matters to be considered at the meeting, 20 business days before the annual shareholders' general meeting, and 10 business days or 15 days (whichever is longer) before the extraordinary shareholders' general meeting. Where the laws, regulations and the relevant regulatory authorities and stock exchanges in the place where the Company's Shares are listed have other provisions, such provisions shall prevail.

Official Reply of the State Council regarding Adjusting the Application of Provisions to Matters Including the Notice Period for Convention of Shareholders' Meetings by Overseas Listed Companies (No. 97 [2019] of the State Council), Article 102 of the Company Law of the People's Republic of China (2018 Amendment), and relevant provisions of the Hong Kong Listing Rules

Original article	To be amended as	Basis

Article 21	Article 21	Amendments are made according to the relevant
		requirements of the Official Reply of the State
Unless the Rules otherwise require, the notice	Unless the Rules otherwise require, the notice	Council regarding Adjusting the Application of
of a shareholders' general meeting shall be sent	of a shareholders' general meeting shall be sent	Provisions to Matters Including the Notice Period
to shareholders (regardless of whether they are	to shareholders (regardless of whether they are	for Convention of Shareholders' Meetings by
entitled to vote at the shareholders' general	entitled to vote at the shareholders' general	Overseas Listed Companies (No. 97 [2019] of the
meeting) by personal delivery or by prepaid mail.	meeting) by personal delivery or by prepaid mail.	State Council), and other relevant laws, regulations
The addresses of the recipients shall be such	The addresses of the recipients shall be such	and regulatory documents, as well as the actual
addresses as shown in the register of members.	addresses as shown in the register of members.	situations of the Company
For holders of domestic shares, such notice of the	For holders of domestic shares, such notice of the
shareholders' general meeting may also be given	shareholders' general meeting may also be given
by way of announcement.	by way of announcement.
The announcement referred to in the preceding	The announcement referred to in the preceding
paragraph shall be published in one or more	paragraph shall be published within the period
newspapers designated by the securities regulatory	prescribed in the Articles of Association on the
authorities of the State Council 45 to 50 days	website of the stock exchanges and the media
prior to the convening of the meeting. Once such	meeting the requirements specified by the securities
an announcement is made, all holders of the	regulatory authorities of the State Council prior
domestic shares shall be deemed to have received	to the convening of the meeting. Once such
the relevant notice of the shareholders' general	an announcement is made, all holders of the
meeting.	domestic shares shall be deemed to have received
	the relevant notice of the shareholders' general
The announcement to shareholders of overseas	meeting.
listed foreign shares shall be issued on the website
of Hong Kong Stock Exchange, or published	Provided that the laws, regulations and the relevant
in one or more newspapers designated 45 to 50	provisions of the securities regulatory authorities in
days prior to the convening of the meeting. Once	the place where the Company's shares are listed are
such an announcement is made, all holders of the	satisfied and the relevant procedures are fulfilled,
domestic shares shall be deemed to have received	the announcement to shareholders of overseas
the relevant notice of the shareholders' general	listed foreign shares shall be issued pursuant to
meeting.	the Articles of Associationon the website of Hong
	Kong Stock Exchange, or in other ways permitted
	by the Hong Kong Listing Rules and the Articles of
	Association prior to the convening of the meeting.

Article 24	Article 24	Due to the amendments to the relevant provisions
		on the notice period of shareholders' general
Transfers may not be entered in the register of	Where relevant laws, regulations, listing rules or	meeting, to ensure that the practical operations,
shareholders within 30 days prior to the date of	securities regulatory authorities at the place where	e.g. suspension of registration of transfers, match
a shareholders' general meeting or within 5 days	the shares of the Company are listed stipulate on	the amended notice period of shareholders' general
before the record date set by the Company for the	the period of closure of the register of shareholders	meeting, the fixed period in the original provisions
purpose of distribution of dividends.	prior to a shareholders' general meeting or the	is deleted and replaced with a more flexible one
	record date set by the Company for the purpose
Other regulations of the securities regulatory	of distribution of dividends, such provisions shall
authorities at the place where the shares of the	prevail.
Company are listed shall prevail.

Original article	To be amended as	Basis

CHAPTER SIX VOTING AND RESOLUTIONS OF SHAREHOLDERS' GENERAL MEETING

Article 49

Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share.

Shares in the Company which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a shareholders' general meeting.

The Board of the Company, Independent Directors and shareholders who meet the relevant requirements may collect votes from shareholders publicly. The collection of voting rights shall be conducted in a gratuitous manner, and the information of the specific voting intentions shall be fully disclosed to the persons from whom voting rights are collected. Consideration or de facto consideration for collecting shareholders' voting rights is prohibited.

Article 49

Article 90 of the Securities Law

Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share.

The Board, Independent Directors, shareholders holding more than 1% of voting shares, or investor protection institutions established according to laws, administrative regulations or provisions of the securities regulatory authorities of the State Council may, as collectors, personally or authorize a securities company or securities service agency to publicly request the Company's shareholders to authorize them to attend the shareholders' general meeting and exercise the shareholders' rights such as right of making motions and voting right on their behalf. However, the collectors shall disclose the collection documents and the Company shall provide cooperation. While collecting votes of shareholders, sufficient disclosure of information such as the specific voting preference shall be made to the shareholders from whom voting rights are being collected. No consideration or other form of de facto consideration shall be involved in the public collection of shareholders' rights from shareholders. The Company shall not impose any limitation related to minimum shareholdings on the collection of shareholders' rights. The collectors shall bear compensation liabilities according to law if the public collection of shareholders' rights violates laws, administrative regulations or relevant provisions of the securities regulatory authorities of the State Council, causing losses to the Company or the shareholders of the Company.

COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR

THE SUPERVISORY COMMITTEE OF HAITONG SECURITIES CO., LTD.

	Original article	To be amended as		Basis

Article 2		Article 2		Article 82 of the Securities Law
Duties of the Supervisory Committee	Duties of the Supervisory Committee
(i) to review	the Company's periodical reports	(i) to review the Company's securities	issuance
prepared	by the Board of Directors (the	documentsand periodical reports prepared
"Board") and to express its comments in	by the Board and to express its comments in
writing;		writing; Supervisors shall sign the written
		confirmation opinion;
......
		......

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HAITONG Securities Company Limited published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 12:28:05 UTC

End-of-day quote Shanghai S.E. Other stock markets 06:00:00 2024-04-25 pm EDT			5-day change	1st Jan Change
8.47 ^CNY	+3.80%		+5.09%	-9.61%

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Shanghai-Listed Firms Actively Repurchase Shares as Regulators Focus on Market Value	Feb. 01	MT
Haitong Securities Co., Ltd. announces an Equity Buyback for CNY 600 million worth of its shares.	Jan. 30	CI
Haitong Securities Co., Ltd. Provides Preliminary Earnings Guidance for the Year Ended 31 December 2023	Jan. 30	CI
TMC Life Sciences Suspends Group CEO	Jan. 29	MT
Haitong Securities Co., Ltd. authorizes a Buyback Plan.	Jan. 29	CI
China regulator removes draft video game rules from website; shares jump	Jan. 22	RE
China's imports of Mongolian coal set to rise as transport improves	Jan. 11	RE
Haitong Securities Completes Privatization of Hong Kong-Listed Haitong International Securities	Jan. 11	MT
Haitong Securities Co., Ltd. completed the acquisition of 26.6% stake in Haitong International Securities Group Limited.	Jan. 08	CI
Haitong International Securities' Shareholders Vote for Privatization	Dec. 26	MT
Shareholders Approve Privitization of Haitong International Securities	Dec. 18	MT
China’s Financial Sector Assets Jump 9.5% in Q3 to 453 Trillion Yuan	Dec. 17	MT
Haitong Securities Co., Ltd. Announces Resignation of Mr. Zhao Yonggang as Executive Director	Dec. 11	CI
Tranche Update on Haitong Securities Co., Ltd.'s Equity Buyback Plan announced on August 31, 2023.	Dec. 04	CI
Haitong Securities Co., Ltd.'s Equity Buyback announced on August 31, 2023, has expired with 41,507,467 shares, representing 0.32% for CNY 414.31 million.	Nov. 28	CI
China Aircraft Leasing Issues 500 Million Yuan Corporate Bonds	Nov. 28	MT

	1st Jan change	Capi.
HAITONG SECURITIES CO., LTD.	-9.61%	12.38B
BANCO BTG PACTUAL S.A.	-9.33%	32.99B
EVERBRIGHT SECURITIES COMPANY LIMITED	+7.20%	8.86B
HOULIHAN LOKEY, INC.	+5.66%	8.78B
MOELIS & COMPANY	-11.37%	3.54B
AVANZA BANK HOLDING AB	+2.27%	3.29B
ICICI SECURITIES LIMITED	+1.58%	2.88B
MIRAE ASSET SECURITIES CO., LTD.	-1.05%	2.8B
PJT PARTNERS INC.	-7.64%	2.28B
OKASAN SECURITIES GROUP INC.	+9.05%	978M

Haitong Securities Co., Ltd.

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Haitong Securities : ANNOUNCEMENT (1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR SHAREHOLDERS' GENERAL MEETING AND THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE AND (2) PROPOSED CHANGE OF SUPERVISOR

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