Hengtai Securities : NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

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HENGTOU SECURITIES

(A joint stock company incorporated in the People's Republic of China with limited liability under the Chinese corporate name " 㛬इ ᗇ Վٰ΅Ϟࠢʮ̡ " and carrying on business in Hong Kong as " 㛬ҳᗇՎ " (in Chinese) and "HENGTOU SECURITIES" (in English))

(the "Company")

(Stock Code: 01476)

NOTICE OF THE 2021 FIRST EXTRAORDINARY

GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 first extraordinary general meeting of the Company (the "EGM") will be held at the meeting room of 11/F, China Life Centre, No. 17 Finance Street, Xicheng District, Beijing, the People's Republic of China (the "PRC") at 9:00 a.m. on Friday, 7 May 2021 to consider and, if thought fit, to pass, with or without modifications, the following resolutions of the Company:

SPECIAL RESOLUTIONS

• 1. To consider and approve the proposed issue of Short-term Corporate Bonds in the PRC;

• 2. To consider and approve the proposed issue of Short-term Financing Bonds in the PRC;

• 3. To consider and approve the proposed issue of Perpetual Subordinated Bonds in the PRC; and

• 4. To consider and approve the proposed amendments to the Articles of Association.

ORDINARY RESOLUTIONS

• 5. To consider and approve the proposed amendments to the Rules of Procedure for General Meetings; and

• 6. To consider and approve the proposed amendments to the Connected Transactions Management Policy.

By order of the Board

Wu Yigang Acting Chairman

Beijing, the PRC

22 March 2021

Notes:

• 1. Details of the above resolutions are set out in the circular of the Company dated 22 March 2021.

• 2. In order to determine the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 7 April 2021 to Friday, 7 May 2021 (both days inclusive) during which period no transfer of shares will be effected. Shareholders of the Company (the "Shareholders") whose names appear on the register of members of the Company on Friday, 30 April 2021 shall be entitled to attend the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's head office in the PRC at 11/F, China Life Centre, No. 17 Finance Street, Xicheng District, Beijing, the PRC (for holders of domestic shares), or the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares) no later than 4:30 p.m. on Thursday, 1 April 2021 for registration.

• 3. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalves. A proxy need not be a Shareholder.

• 4. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.

• 5. In order to be valid, the form of proxy must be deposited, for the holders of H shares, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, or for the holders of domestic shares, to the Company's head office in the PRC, not less than 24 hours before the time for holding the EGM (i.e. before 9:00 a.m. on Thursday, 6 May 2021) or any adjournment thereof. If the form of proxy is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the form of proxy. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should you so wish.

• 6. Shareholders shall produce their identity documents and supporting documents in respect of shares held when attending the EGM. If corporate Shareholders appoints authorised representative to attend the EGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the form of proxy signed by the Shareholders or their attorney when attending the EGM.

• 7. Shareholders who intend to attend the EGM should complete and return the reply slip in writing by hand or by post to the Company's H shares registrar (for holders of H shares) or the head

• office of the Company in the PRC (for holders of domestic shares) before Friday, 16 April 2021.

• 8. The EGM is expected to be held for less than half a day. Shareholders who intend to attend the EGM shall arrange and bear their own transportation and accommodation expenses.

• 9. The name and address of the Company's H shares registrar are as follows:

  Computershare Hong Kong Investor Services Limited

  Shops 1712-1716, 17th Floor,

  Hopewell Centre,

  183 Queen's Road East,

  Wanchai,

  Hong Kong

  Tel: [phone]

  Fax: [phone]

• 10. The address of head office of the Company in the PRC is as follows:

  11/F, China Life Centre,

  No. 17 Finance Street,

  Xicheng District, Beijing,

  the PRC

  Contact person: Wang Hui

  Tel: [phone]

  Fax: [phone]

• 11. Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the EGM, either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• 12. Pursuant to rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, the chairman of the EGM will also demand that all the resolutions proposed at the EGM will be voted on by way of poll in registered form pursuant to Article 118 of the Articles of Association of the Company.

As at the date of this notice, the Board comprises Mr. Wu Yigang as executive Director; Mr. Yu Lei, Mr. Wang Linjing, Ms. Dong Hong and Ms. Gao Liang as non-executive Directors; and Dr. Lam Sek Kong, Mr. Xie Deren and Mr. Dai Genyou as independent non-executive Directors.