Huatai Securities : ARTICLES OF ASSOCIATION

(A joint stock company incorporated in the People's Republic of China with limited liabilities under the Chinese corporate name 華泰證券股份有限公司 and carrying on business in Hong Kong

as HTSC)

ARTICLES OF ASSOCIATION

Nanjing, China

October 2019

(Considered and approved at the Company's annual general meeting for the year 2018)

The original version of the Articles of Association of the Company (the "Articles of Association") is in Chinese, and the English version of the Articles of Association is the translation from the Chinese original. Should there be any discrepancy between the Chinese and English versions of the Articles of Association, the Chinese version shall prevail.

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CONTENTS
Chapter I General Provisions	4
Chapter II Objectives and Scope of Business	6
Chapter III Shares	7
Section 1 Issuance of Shares	7
Section 2 Increase, Decrease and Buyback of Shares	12
Section 3 Transfer of Shares	16
Section 4 Financial Assistance for Purchase of Company Shares	18
Section 5 Share Certificates and Register of Shareholders	20
Chapter IV Shareholders and the General Meeting	26
Section 1 Shareholders	26
Section 2 General Provisions for General Meetings	37
Section 3 Assembling of General Meetings	41
Section 4 Proposals and Notices of General Meetings	43
Section 5 Convening of General Meetings	48
Section 6 Voting and Resolutions at General Meetings	54
Section 7 Special Procedures for Voting by Class Of Shareholders	63
Chapter V Board of Directors	68
Section 1 Directors	68
Section 2 Board of Directors	73
Section 3 Special Committees under the Board	82
Section 4 Secretary to the Board	86
Chapter VI President and Other Senior Management Officers	91
Chapter VII Chief Compliance Officer	96
Chapter VIII Chief Risk Officer	101
Chapter IX Supervisory Committee	102
Section 1 Supervisors	102
Section 2 Supervisory Committee	104
Chapter X Qualifications and Obligations of Directors, Supervisors, General
Manager and Other Senior Management Officers of the Company	109
Chapter XI Financial Accounting System, Distribution of Profits and Audit	119
Section 1 Financial Accounting System	119
Section 2 Internal Audit	126
Section 3 Appointment of an Accounting Firm	126

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Chapter XII Notice and Announcement	130
Section 1	Notice	130
Section 2	Announcement	132
Chapter XIII Merger, Division, Capital Increase, Capital Reduction,
Dissolution and Liquidation	133
Section 1	Merger, Division, Capital Increase and Capital Reduction	133
Section 2	Dissolution and Liquidation	135
Chapter XIV Amendments to the Articles of Association	139
Chapter XV Settlement of Disputes	140
Chapter XVI Miscellaneous	141

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CHAPTER I GENERAL PROVISIONS

Article 1 The Articles of Association has been 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 Special Provisions of the State Council for the Share Offerings and Listings Overseas of Joint Stock Limited Companies (the "Special Provisions"), the Mandatory Provisions of Ariticles of Asssociation of Companies that List Overseas , the Reply on Opinions Concerning the Supplement and Amendment to Articles of Association by Companies to be Listed in Hong Kong, the Corporate Governance Rules for Securities Companies, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), the Guidelines for the Articles of Association of Listed Companies and other relevant provisions, in order to protect the lawful rights and interests of the Company, its shareholders and creditors, and regulate the organization and acts of the Company.

Article 2 Huatai Securities Company Limited (the "Company") is a joint stock company with limited liabilities established in accordance with the Company Law, the Securities Law and other applicable regulations.

Following approval by China Securities Regulatory Commission (the "CSRC") (ref. Zheng

Jian Ji Gou Zi [1999] 121), the Company was established converted from Huatai Securities Limited Liability Company (華泰證券股份有限公司).

The Company obtained its Business License (Unified Social Credit Code: 91320000704041011J) from the Administration for Industry & Commerce of Jiangsu Province.

Article 3 With the approval of the CSRC on 1 February 2010, the Company made its initial public offering of 784,561,275 shares of Renminbi (the "RMB") ordinary shares, which were listed on Shanghai Stock Exchange on 26 February 2010. With the approval of the CSRC on 21 April 2015, the Company issued 1,562,768,800 shares of overseas listed foreign shares (H shares) and listed on the Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") on 1 June 2015. With the approval of the CSRC on 30 November 2018, the Company issued 82,515,000 global depositary receipts ("GDR"), representing 825,150,000 RMB ordinary shares, which were listed on the London Stock Exchange on 20 June 2019.

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Article 4 The registered name of the Company:

Chinese name: 華泰證券股份有限公司

English name: HUATAI SECURITIES CO., LTD.

Article 5 The Company's domicile: No. 228 Middle Jiangdong Road, Nanjing, Jiangsu Province

Postal code: 210019

Telephone: [phone]

Facsimile: 025 83387784

Article 6 The registered capital of the Company is RMB9,076.65 million.

Article 7 The Company is a joint stock company with limited liabilities in perpetual existence.

Article 8 The Chairman of the board of Directors (the "Board") of the Company shall be the legal representative of the Company.

Article 9 All of the assets of the Company are divided into shares of equal par value. The shareholders are responsible for the Company to the limit of the shares they have subscribed for. The Company is responsible for its debts to the limit of all of its assets.

The Company may invest in other bodies including companies with limited liabilities and joint stock companies, and is responsible for their debts to the extent of the invested amount.

Article 10 According to the Constitution of the Communist Party of the PRC and relevant provisions, the Company sets up a Chinese Communist Party organization and establishes a work institution of the Party.

The Company sets up a Party Committee to fulfill its duties in accordance with Party regulations such as the Constitution of the Communist Party of the PRC and demonstrate leadership and political guidance by offering direction, overseeing the overall situation and ensuring the implementation of the objectives of the Party. Prior to making decisions on material issues of the Company, the Board shall first seek advice from the Party Committee of the Company.

Article 11 The Articles of Association has been adopted at the general meeting as a special resolution, and shall become effective on the date on which the overseas listed foreign shares (H share) issued by the Company are listed on Hong Kong Stock Exchange. The original Articles of Association shall become null and void on the date the Articles of Association enter into effective.

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