Haitong Securities : FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 18 JUNE 2021

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

(Stock Code: 6837)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT

THE ANNUAL GENERAL MEETING TO BE HELD ON 18 JUNE 2021

					Number of H Shares to which
					this form of proxy relates(Note 1)
I/We(Note 2)
of
being shareholder(s) of		H Shares(Note 3) of Haitong Securities Co., Ltd. (the "Company"),

hereby appoint the Chairman of the meeting or(Note 4)

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting ("AGM") of the Company to be held at Conference Room, 3/F, Haitong Securities Building, No. 689 Guangdong Road, Huangpu District, Shanghai, the PRC on Friday, 18 June 2021 at 1:30 p.m. and any adjournment thereof. I/We direct that my/our votes be cast on the resolutions set out in the Notice of the AGM dated 29 April 2021 as indicated in the appropriate boxes below, and, if no such indications are given, as my/our proxy thinks fit.

Ordinary Resolutions

For (Note 5)

Against (Note 5) Abstain (Note 5)

1. To consider and approve the report of the board of directors of the Company for the year 2020.
2. To consider and approve the report of the supervisory committee of the Company for the year 2020.
3. To consider and approve the annual report of the Company for the year 2020.
4. To consider and approve the final accounts report of the Company for the year 2020.
5. To consider and approve the profit distribution proposal of the Company for the year 2020.
6. To consider and approve the renewal of engagement of auditing firms for the year 2021.
7. To consider and approve the proposal regarding projected routine related party/connected transactions of the Company in 2021, including:

7.01 To consider and approve the proposal regarding related party/connected transactions with Shanghai Guosheng (Group) Co., Ltd. and its associates;

7.02 To consider and approve the proposal regarding related party transactions with Shanghai Shengyuan Real Estate (Group) Co., Ltd.;

7.03 To consider and approve the proposal regarding related party transactions with the companies (other than the Company and its subsidiaries) where the Company's directors, supervisors and senior management hold positions as directors or senior management, and other related corporate entities; and

7.04 To consider and approve the proposal regarding related party transactions with related natural persons.

Special Resolution

1. To consider and approve the proposal regarding the grant of general mandate for the board to authorize, allot or issue A shares and/or H shares.

Date:

2021

Signature(Note 6):

Notes:

1. Please insert the number of H Shares registered in your name(s) to which this form of proxy relates. This form of proxy will be deemed to relate to such number of H Shares inserted. If no number is inserted, this form of proxy will be deemed to relate to all the H Shares in the Company registered in your name(s).
2. Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members) as shown in the register of members of the Company in block letters.
3. Please insert the number of H Shares registered in your name(s).
4. If any proxy other than the Chairman of the Meeting is preferred, delete the words "the Chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be duly initiated by the person who signs it.
5. IMPORTANT: if you wish to vote for any resolution, please tick in the box marked "for" or insert the number of H Share(s) you hold. If you wish to vote against any resolution, please tick in the box marked "against" or insert the number of H Share(s) you hold. If you wish to abstain for vote, please tick in the box marked "abstain" or insert the number of H Share(s) you hold. The shares abstained will be counted in the calculation of the required majority. Any vote which is not filled or filled wrongly or with unrecognizable writing or not cast will be counted as "Abstained". If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution duly put to the AGM other than those referred to in the notice convening the AGM.
6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director thereof or an attorney duly authorised to sign the same. In case of joint holders of shares, this form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.
7. To be valid, this form of proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the AGM (i.e. 1:30 p.m. on Thursday, 17 June 2021) or not less than 24 hours before the time appointed for voting by poll.
8. Where there are joint holders of any H Shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such H Shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the AGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such H Shares shall alone be entitled to vote in respect thereof. A proxy need not be a shareholder of the Company. In the event that a shareholder appoints more than one proxy to attend the AGM, such proxies may only exercise their voting rights in a poll.