Huatai Securities : NOTICE OF THE EGM

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

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

corporate name and carrying on business in Hong Kong as HTSC)

(Stock Code: 6886)

NOTICE OF THE EGM

NOTICE IS HEREBY GIVEN that the EGM of the Company will be held at Conference room, Renaissance Nanjing Olympic Centre Hotel, 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Monday, December 16, 2019 at 2:30 p.m., to consider the following issues:

ORDINARY RESOLUTIONS

1. To Consider and Approve the Resolution in relation to the Change of Use of Partial Proceeds from Non-public Issuance of A Shares
2. To Consider and Approve the Resolution in relation to the Appointment of Members of the Fifth Session of the Board
3. 1. To consider and approve the appointment of Mr. Zhang Wei as an executive Director of the fifth session of the Board
   2. To consider and approve the appointment of Mr. Zhou Yi as an executive Director of the fifth session of the Board
   3. To consider and approve the appointment of Mr. Ding Feng as a non-executive Director of the fifth session of the Board
   4. To consider and approve the appointment of Mr. Chen Yongbing as a non-executive Director of the fifth session of the Board
   5. To consider and approve the appointment of Mr. Xu Qing as a non-executive Director of the fifth session of the Board
   6. To consider and approve the appointment of Ms. Hu Xiao as a non-executive Director of the fifth session of the Board
   7. To consider and approve the appointment of Mr. Wang Tao as a non-executive Director of the fifth session of the Board

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1. To consider and approve the appointment of Mr. Zhu Xuebo as an executive Director of the fifth session of the Board
2. To consider and approve the appointment of Mr. Chen Chuanming as an independent non-executive Director of the fifth session of the Board
3. To consider and approve the appointment of Mr. Lee Chi Ming as an independent non-executive Director of the fifth session of the Board
4. To consider and approve the appointment of Ms. Liu Yan as an independent non-executive Director of the fifth session of the Board
5. To consider and approve the appointment of Mr. Chen Zhibin as an independent non-executive Director of the fifth session of the Board
6. To consider and approve the appointment of Mr. Ma Qun as an independent non-executive Director of the fifth session of the Board

3. To Consider and Approve the Resolution in relation to the Appointment of Members of the Fifth Session of the Supervisory Committee

1. To consider and approve the appointment of Mr. Zhang Ming as a non-employee representative Supervisor of the fifth session of the Supervisory Committee
2. To consider and approve the appointment of Ms. Yu Lanying as a non-employee representative Supervisor of the fifth session of the Supervisory Committee
3. To consider and approve the appointment of Ms. Zhang Xiaohong as a non- employee representative Supervisor of the fifth session of the Supervisory Committee
4. To consider and approve the appointment of Ms. Fan Chunyan as a non-employee representative Supervisor of the fifth session of the Supervisory Committee

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DEFINITIONS

In this notice, the following expressions have the meanings set out below unless the context otherwise requires.

"Articles of Association"	the articles of association of the Company (as amended,
	supplemented or otherwise modified from time to time)
"A Share(s)"	domestic shares in the share capital of the Company, with
	a nominal value of RMB1.00 each, which are subscribed
	for or credited as paid up in RMB and are listed on the
	Shanghai Stock Exchange
"Board"	the board of directors of the Company
"Company"	a joint stock company incorporated in the PRC with
	limited liability under the corporate name 華泰證券股份
	有限公司 (Huatai Securities Co., Ltd.), converted from
	our predecessor 華泰證券有限責任公司 (Huatai
	Securities Limited Liability Company) on December 7,
	2007, carrying on business in Hong Kong as "HTSC",
	and was registered as a non-Hong Kong company under
	Part 16 of the Companies Ordinance under the Chinese
	approved name of "華泰六八八六股份有限公司" and
	English name of "Huatai Securities Co., Ltd."; the H
	shares of which have been listed on the Main Board of
	The Stock Exchange of Hong Kong Limited since June 1,
	2015 (Stock Code: 6886); the A shares of which have
	been listed on the Shanghai Stock Exchange since
	February 26, 2010 (Stock Code: 601688); the global
	depository receipts of which have been listed on the
	London Stock Exchange plc since June 2019 (Symbol:
	HTSC), and unless the context otherwise requires,
	including its predecessors
"Director(s)"	the director(s) of the Company
"EGM"	the first extraordinary general meeting for 2019 to be
	held by the Company at Conference room, Renaissance
	Nanjing Olympic Centre Hotel, 139 Aoti Street, Jianye
	District, Nanjing, Jiangsu Province, the PRC on Monday,
	December 16, 2019 at 2:30 p.m.
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong

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"Holder(s) of H Share(s)"	holder(s) of H Shares
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"H Share(s)"	foreign shares in the share capital of the Company with a
	nominal value of RMB1.00 each, which are subscribed
	for and traded in HK$ and are listed on the Hong Kong
	Stock Exchange
"Listing Rules"	Rules Governing the Listing of Securities on the Hong
	Kong Stock Exchange
"Macau"	the Macau Special Administrative Region of the PRC
"PRC" or "China"	the People's Republic of China, excluding, for the
	purposes of this notice, Hong Kong, Macau and Taiwan
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Share(s)"	the ordinary share(s) of RMB1.00 each in the share
	capital of the Company, comprising A Share(s) and H
	Share(s)
"Shareholder(s)"	holder(s) of Shares
"Supervisor(s)"	supervisors of the Company
"Supervisory Committee"	the supervisory committee of the Company
	By order of the Board of Directors of the Company
	Zhou Yi
	Chairman

Jiangsu, the PRC, October 30, 2019

As of the date of this notice, the Board comprises Mr. Zhou Yi and Mr. Zhu Xuebo as executive Directors; Mr. Ding Feng, Mr. Chen Yongbing, Mr. Xu Qing, Ms. Hu Xiao and Ms. Fan Chunyan as non-executive Directors; and Mr. Chen Chuanming, Mr. Liu Hongzhong, Mr. Lee Chi Ming, Ms. Liu Yan and Mr. Chen Zhibin as independent non-executive Directors.

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Notes:

1. Eligibility for attending the EGM and date of registration of members for H Shares
   The register of members of H Shares of the Company will be closed from Saturday, November 16, 2019 to Monday, December 16, 2019 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as shareholders on the H Share register of members of the Company at or before 4:30 p.m. on Friday, November 15, 2019 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.
   In order to attend the EGM, Holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with 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, at or before 4:30 p.m. on Friday, November 15, 2019.
2. Proxy
3. 1. Each shareholder entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder of the Company.
   2. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other documents of authorisation must be notarised.
      To be valid, for Holders of H Shares, the form of proxy and notarised power of attorney or other documents of authorisation must be delivered to 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 appointed for the EGM.
   3. Any voting at the EGM shall be taken by poll.
4. Registration procedures for attending the EGM
5. 1. A shareholder attending in person should present proof of identity or stock account cards when attending the EGM. In the case of attendance by proxy, the proxy should present proof of identity and the proxy form(s) from the shareholders. If a shareholder is a legal person, its legal representative may attend the EGM by providing his/her identify card and valid proof of its capacity as a legal representative of such shareholder appointing such person to attend the meeting. In the case of attendance by proxy of the legal representative, the proxy should present his/her identity card and a written letter of authorisation duly issued by such legal representative when attending the EGM.
   2. Shareholders of the Company intending to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM to Computershare Hong Kong Investor Services Limited, (for Holders of H Shares) at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before Tuesday, November 26, 2019.
6. Voting by poll
   According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at an extraordinary general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with Article 114 of the Articles of Association.
   The aforesaid resolutions 1 to 3 are ordinary resolutions to be passed by the affirmative votes representing at least one half of the total number of Shares held by the attending Shareholders having voting rights.
   Resolutions 2 and 3 shall adopt the method of cumulative poll, i.e., the number of votes carried by each Share held by the Shareholders shall be equal to the number of positions and the Shareholders may concentrate their entitled votes when voting. In particular: (1) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the number of executive Directors and

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non-executive Directors upon whom he/she can vote, when electing executive Directors and non-executive Directors. Such votes may only be voted for the candidates of the executive Directors and non-executive Directors of the Company, and the candidates who have the most votes shall be appointed; (2) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the number of Independent non-executive Directors upon whom he/she can vote, when electing Independent non-executive Directors. Such votes may only be voted for the candidates of the Independent non-executive Directors of the Company, and the candidates who have the most votes shall be appointed; (3) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the number of non-employee representative Supervisor upon whom he/she can vote, when electing non-employee representative Supervisors. Such votes may only be voted for the candidates of the non-employee representative Supervisor of the Company, and the candidates who have the most votes shall be appointed.

Pursuant to Rule 2.15 of the Listing Rules, where shareholders' approval is required with regard to a transaction, any shareholder that has a material interest in such transaction shall abstain from voting on the resolution(s) approving such transaction at the general meeting.

As far as the Directors are aware, as of the Latest Practicable Date, no shareholder is considered to have a material interest in any of the resolutions proposed at the EGM and has to abstain from voting at the EGM approving the resolutions.

5. Miscellaneous

1. The EGM is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
2. The address of Computershare Hong Kong Investor Services Limited is: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
3. The registered address of the Company:
   No. 228 Middle Jiangdong Road Nanjing, Jiangsu Province
   the PRC
   Contact Office: Board Office
   Contacts : Qiao Fei
   Telephone No.: [phone] / 8338 7793
   Facsimile No.: [phone]
   E-mail: [e-mail]

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