Huatai Securities : PROPOSED APPOINTMENT OF MEMBERS OF THE FIFTH SESSION OF THE BOARD AND PROPOSED APPOINTMENT OF MEMBERS OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE

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 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 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)

PROPOSED APPOINTMENT OF MEMBERS

OF THE FIFTH SESSION OF THE BOARD

AND

PROPOSED APPOINTMENT OF MEMBERS

OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE

The term of office of the fourth session of the Board will expire soon. The Board proposes that the fifth session of the Board shall consist of 13 Directors, comprising 3 executive Directors,

5 non-executive Directors and 5 independent non-executive Directors. The Board proposed to nominate Mr. Zhang Wei, Mr. Zhou Yi and Mr. Zhu Xuebo as executive Directors of the fifth session of the Board; to nominate Mr. Ding Feng, Mr. Chen Yongbing, Mr. Xu Qing, Ms. Hu Xiao and Mr. Wang Tao as non-executive Directors of the fifth session of the Board; and to nominate Mr. Chen Chuanming, Mr. Lee Chi Ming, Ms. Liu Yan, Mr. Chen Zhibin and Mr. Ma Qun as independent non-executive Directors of the fifth session of the Board.

The term of office of the fourth session of the Supervisory Committee will expire soon. The Supervisory Committee proposes that the fifth session of the Supervisory Committee shall consist of 7 Supervisors, comprising 4 non-employee representative Supervisors and 3 employee representative Supervisors. The Supervisory Committee proposed to nominate Mr. Zhang Ming, Ms. Yu Lanying, Ms. Zhang Xiaohong and Ms. Fan Chunyan as non-employee representative Supervisors of the fifth session of the Supervisory Committee. The employee representative Supervisors of the fifth session of the Supervisory Committee will be elected at the employee representatives' meeting.

A circular containing, among the other things, further details of the aforesaid proposals, together with notice of the extraordinary general meeting, will be dispatched to shareholders in due course.

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PROPOSED APPOINTMENT OF MEMBERS OF THE FIFTH SESSION OF THE BOARD

The term of office of the fourth session of the Board will expire soon. The Board proposes that the fifth session of the Board shall consist of 13 Directors, comprising 3 executive Directors, 5 non-executive Directors and 5 independent non-executive Directors. Among the members of the fourth session of the Board, due to expiration of term of office and work arrangements, Ms. Fan Chunyan will retire from her position and will not be the candidate for non-executive Director of the fifth session of the Board; Mr. Liu Hongzhong will retire from his position and will not be the candidate for independent non-executive Director of the fifth session of the Board. The Board hereby extends its sincere gratitude to Ms. Fan Chunyan and Mr. Liu Hongzhong for their enormous contribution to the Company. To the best of the Directors' knowledge and belief, having made all reasonable enquiries, there is no disagreement between the retiring Directors and the Board and there are no other matters that need to be brought to the attention of the Shareholders.

In accordance with the Rules for Governance of Securities Companies 《( 證券公司治理準則》) and the Articles of Association, Shareholder(s) severally or jointly holding no less than 3% of the outstanding Shares of the Company which carry voting rights may recommend candidates for Directors (non-employee representative Directors) to the Board. Shareholders currently holding no less than 3% of the voting Shares of the Company have recommended to the Board a total of 3 candidates for non-executive Directors of the fifth session of the Board. Mr. Ding Feng was recommended by Jiangsu Guoxin Investment Group Limited. Mr. Chen Yongbing was recommended by Jiangsu Communications Holding Company Limited. Mr. Xu Qing was recommended by Govtor Capital Group Co., Ltd. Subject to the relevant laws and regulations and the relevant requirements of the Articles of Association and with reference to the investigation conducted by the Company, the Chairman of the Board of the Company nominates Ms. Hu Xiao of Alibaba (China) Technology Co., Ltd. and Mr. Wang Tao of China Merchants Bank Co., Ltd. as non-executive Directors of the fifth session of the Board and nominates Mr. Zhang Wei, Mr. Zhou Yi and Mr. Zhu Xuebo as executive Directors of the fifth session of the Board according to recommendations of the Company. In addition, the Board nominates Mr. Chen Chuanming, Mr. Lee Chi Ming, Ms. Liu Yan, Mr. Chen Zhibin and Mr. Ma Qun as candidates for independent non-executive Directors of the fifth session of the Board.

The list of candidates for the fifth session of the Board approved by the Board is as follows:

1. 3 candidates for executive Directors: Mr. Zhang Wei, Mr. Zhou Yi and Mr. Zhu Xuebo;
2. 5 candidates for non-executive Directors: Mr. Ding Feng, Mr. Chen Yongbing, Mr. Xu Qing, Ms. Hu Xiao and Mr. Wang Tao; and
3. 5 candidates for independent non-executive Directors: Mr. Chen Chuanming, Mr. Lee Chi Ming, Ms. Liu Yan, Mr. Chen Zhibin and Mr. Ma Qun.

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In accordance with the Administrative Measures for Qualifications of Directors, Supervisors and Senior Management of Securities Companies 《( 證券公司董事、監事和高級管理人員任職資格監

管辦法》) issued by the CSRC, the above candidates shall obtain the approval from the securities regulatory authorities in relation to their qualifications as directors or independent directors of securities companies before assuming office. As Mr. Zhou Yi, Mr. Zhu Xuebo, Mr. Ding Feng, Mr. Chen Yongbing, Mr. Xu Qing and Ms. Hu Xiao were members of the fourth session of the Board, they have obtained the approval from the securities regulatory authorities in relation to their qualifications as directors of securities companies and will officially assume the duties of Directors of the fifth session of the Board with the term of office of three years since the date of the EGM at which the election shall be held. As Mr. Chen Chuanming, Mr. Lee Chi Ming, Ms. Liu Yan and Mr. Chen Zhibin were members of the fourth session of the Board, they have obtained the approval from the securities regulatory authorities in relation to their qualifications as independent directors of securities companies and will assume the duties of independent non-executive Directors of the fifth session of the Board with a term of office of three years since the date of the EGM at which the election shall be held.

Mr. Zhang Wei, the newly nominated candidate for executive Director, Mr. Wang Tao, the newly nominated candidate for non-executive Director, and Mr. Ma Qun, the newly nominated candidate for independent non-executive Director, shall enter into their respective service contracts with the Company and officially assume the duties of Directors of the fifth session of the Board with a term until the expiry of the term of the fifth session of the Board upon being elected at the EGM and approved by the securities regulatory authorities in relation to their qualifications as director or independent director of securities companies. In order to fulfil the requirements that the number of independent Directors shall account for no less than one-third of the Board members, if Mr. Ma Qun fails to obtain the relevant qualifications to assume his office as of the date when the fifth session of the Board has been elected at the EGM, Mr. Liu Hongzhong, the independent non-executive Director of the fourth session of the Board, shall continue to perform his duties until Mr. Ma Qun obtains the necessary qualifications and begins to serve as the independent non-executive Director.

Mr. Zhang Wei, Mr. Zhou Yi and Mr. Zhu Xuebo will receive remuneration from the Company during their term as executive Directors and the remuneration shall be determined in accordance with the relevant regulations and mechanisms. Mr. Ding Feng, Mr. Chen Yongbing, Mr. Xu Qing, Ms. Hu Xiao and Mr. Wang Tao will not receive remuneration from the Company during their term as non-executive Directors. Mr. Chen Chuanming, Mr. Lee Chi Ming, Ms. Liu Yan, Mr. Chen Zhibin and Mr. Ma Qun will receive remuneration from the Company during their term as independent non-executive Directors and the remuneration shall be determined on the remuneration basis for independent non-executive Directors approved at the general meeting of the Company.

Members of the fifth session of the Board after being elected will take their respective positions in the special committees under the Board once being appointed.

The biographies of the candidates for the members of the fifth session of the Board and further details related to their appointments are set out in Appendix I to this Announcement.

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PROPOSED APPOINTMENT OF MEMBERS OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE

The term of office of the fourth session of the Supervisory Committee will expire soon. The Supervisory Committee proposes that the fifth session of the Supervisory Committee shall consist of 7 Supervisors, comprising 4 non-employee representative Supervisors and 3 employee representative Supervisors. The employee representative Supervisors will be elected at the employee representatives' meeting. Further announcements will be made upon determination of the relevant candidates. Among the members of fourth session of the Supervisory Committee, due to expiration of term of office and work arrangement, Mr. Yu Yimin, Mr. Chen Ning and Ms. Yang Yaling will retire from his/her position and will not be candidates for non-employee representative Supervisors of fifth session of the Supervisory Committee. The Supervisory Committee hereby extends its sincere gratitude to Mr. Yu Yimin, Mr. Chen Ning and Ms. Yang Yaling for their enormous contribution to the Company. After making all reasonable enquiries and to the best knowledge and belief of the Supervisory Committee, there is no disagreement between the retiring Supervisors and the Board and the Supervisory Committee, and there are no other matters in respect of their retirement that need to be brought to the attention of the Shareholders.

In accordance with the Rules for Governance of Securities Companies 《( 證券公司治理準則》) and the Articles of Association, Shareholder(s) severally or jointly holding no less than 3% of the total outstanding Shares of the Company which carry voting rights may recommend candidates for Supervisors (non-employee representative Supervisors) to the Supervisory Committee. Shareholders currently holding no less than 3% of the voting Shares of the Company have recommended a total of 3 candidates for non-employee representative Supervisors of the fifth session of the Supervisory Committee to the Company. Mr. Zhang Ming was recommended by Jiangsu Guoxin Investment Group Limited. Ms. Yu Lanying was recommended by Jiangsu Communications Holding Company Limited. Ms. Zhang Xiaohong was recommended by Govtor Capital Group Co., Ltd. Subject to the relevant laws and regulations and the relevant requirements of the Articles of Association and with reference to the investigation conducted by the Company, the Chairman of the Supervisory Committee of the Company nominates Ms. Fan Chunyan of Suning.com Co., Ltd. as a non-employee representative Supervisor of the fifth session of the Supervisory Committee according to recommendations of the Company.

In accordance with the Company Law of the PRC and the Articles of Association, the Supervisory Committee shall comprise employee representative Supervisors and at least one-third of the members of the Supervisory Committee shall be employee representative Supervisors. The employee representatives Supervisors shall be elected at the employee representatives' meeting, employee meeting or other ways of democratic election and be eligible to be a member of the Supervisory Committee directly. The employee representative Supervisors of the fifth session of the Supervisory Committee of the Company will be elected at the employee representatives' meeting before the election of non-employee representative Supervisors of the fifth session of the Supervisory Committee at the EGM.

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The list of candidates for the members of the fifth session of the Supervisory Committee approved by the Supervisory Committee is as follows:

1. 4 candidates for non-employee representative Supervisors: Mr. Zhang Ming, Ms. Yu Lanying, Ms. Zhang Xiaohong and Ms. Fan Chunyan; and
2. 3 candidates for employee representative Supervisors: The employee representative Supervisors of the fifth session of the Supervisory Committee will be elected at the employee representatives' meeting.

In accordance with the Administrative Measures for Qualifications of Directors, Supervisors and Senior Management of Securities Companies 《( 證券公司董事、監事和高級管理人員任職資格監

管辦法》) issued by the CSRC, the above candidates shall obtain the approval from the securities regulatory authorities in relation to their qualifications as supervisors of securities companies before assuming office. As Ms. Yu Lanying was a member of the fourth session of the Supervisory Committee, she has obtained the approval from the securities regulatory authorities in relation to her qualifications as a supervisor of securities companies and Ms. Fan Chunyan has also obtained the corresponding qualifications as she was a member of the fourth session of the Board, and they will officially assume the duties of non-employee representative Supervisors of the fifth session of the Supervisory Committee with a term of three years since the date of the EGM at which the election shall be held.

Mr. Zhang Ming and Ms. Zhang Xiaohong, the newly nominated candidates for non-employee representative Supervisors, shall enter into his/her respective service contract with the Company and officially assume the duties of non-employee representative Supervisor of the fifth session of the Supervisory Committee with a term until the expiry of the term of the fifth session of the Board upon being elected at the EGM and approved by the securities regulatory authorities in relation to their qualifications as supervisors of securities companies.

Mr. Zhang Ming, Ms. Yu Lanying, Ms. Zhang Xiaohong and Ms. Fan Chunyan will not receive remuneration from the Company during their term as non-employee representative Supervisors.

The biographies of the candidates for the members of the fifth session of the Supervisory Committee and further details related to their appointments are set out in Appendix II to this Announcement.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

"Articles of Association"

"A Share(s)"

the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

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 and traded on the Shanghai Stock Exchange

"Board"

the board of directors of the Company

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"Company"

"CSRC"

"Director(s)" "EGM"

"HK$"

"Hong Kong"

"Hong Kong Stock Exchange"

"H Share(s)"

"Jiangsu SASAC"

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

the China Securities Regulatory Commission (中國證券監督管理委員

會)

the director(s) of the Company

the 2019 first extraordinary general meeting 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.

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

The Stock Exchange of Hong Kong Limited

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

State-owned Assets Supervision and Administration Commission of Jiangsu Provincial Government

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"Listing Rules"

"Macau"

"PRC" or "China"

"QDII"

"RMB" or "Renminbi"

"Securities and Futures Ordinance"

"Share(s)"

"Shareholder(s)"

"Supervisor(s)"

"Supervisory Committee"

"%"

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

the Macau Special Administrative Region of the PRC

the People's Republic of China, excluding, for the purposes of this announcement, Hong Kong, Macau and Taiwan

qualified domestic institutional investors

Renminbi, the lawful currency of the PRC

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

the ordinary share(s) of RMB1.00 each in the share capital of the Company, comprising A Share(s) and H Share(s)

holder(s) of Shares

supervisors of the Company

the supervisory committee of the Company

per cent.

By order of the Board of the Company

Zhou Yi

Chairman

Jiangsu, the PRC, October 29, 2019

As at the date of this announcement, 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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APPENDIX I BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE FIFTH SESSION OF THE BOARD

Executive Directors

Mr. Zhang Wei, born in November 1964, holds a master degree in business administration, senior

engineer, senior economist, the vice president of Asset Management Association of China and the president of Asset Management Association of Jiangsu (江蘇省投資基金業協會會長). He once worked in Jiangsu Institute of Electronics Industry Research (江蘇省電子工業綜合研究所). He

also served as the cadre at department level of Jiangsu Electronic Industry Bureau and the deputy director of Asset Management Division. He worked as the secretary to the board of directors and

assistant general manager, deputy general manager, general manager and deputy secretary of the party committee of Jiangsu Hongtu High Technology Co., Ltd. (江蘇宏圖高科技股份有限

公司) (a company listed on the Shanghai Stock Exchange, stock code: 600122). He also served

as the director, general manager, deputy secretary of the party committee, secretary of the party committee and chairman of the board of Govtor Capital Group Co., Ltd. (江蘇高科技投資集團有

限公司). Mr. Zhang has been the secretary of the party committee of the Company since March 2019.

Mr. Zhou Yi, born in March 1969, has a bachelor's degree in computer communications. Mr. Zhou once taught at Jiangsu Posts & Telecommunications School (江蘇省郵電學校) and worked on

technology management in the telecommunications center of Jiangsu Posts & Telecommunications

Bureau and administrative management at Jiangsu Mobile Communication Co., Ltd. He served as the chairman of the board of directors at Jiangsu Bei'er Co., Ltd. (江蘇貝爾有限公司) and Nanjing Xinwang Tech Co., Ltd. (南京欣網視訊科技股份有限公司), the deputy general manager of Shanghai Beier Fortune Communications Company (上海貝爾富欣通信公司). He served as

the president and director of Huatai Securities Limited Liability Company (predecessor of the Company) from February 2007 to December 2007 and from September 2007 to December 2007, respectively. He served as the Director, president and deputy party secretary of the Company from December 2007 to September 2011, served as the Director, president and party secretary of the Company from September 2011 to June 2016 and served as the chairman of the Board, president and deputy secretary of the party committee of the Company from June 2016 to March 2019. Mr. Zhou has been the chairman of the Board, president, party committee member of the Company since March 2019.

As of the date of this announcement, according to the information available to the Company and to the knowledge of the Directors, according to Part XV of the Securities and Futures Ordinance, Mr. Zhou Yi held the long position of approximately 353,261 H Shares of the Company through the targeted asset management scheme for QDII, representing approximately 0.004% of the total issued Shares of the Company.

Mr. Zhu Xuebo, born in September 1962, holds a bachelor's degree in economics majoring in monetary banking. He worked for Nanjing Artillery Academy and the Nanjing Branch of the People's Bank of China. He joined the Company in March 2001 and successively served as general manager of the human resources department, head of the organization department of the Party Committee and assistant to the president, etc.; and has served as deputy secretary of the Party Committee of the Company since March 2013. He has served as Director of the Company since October 2018.

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As of the date of this announcement, according to the information available to the Company and to the knowledge of the Directors, according to Part XV of the Securities and Futures Ordinance, Mr. Zhu Xuebo held the long position of approximately 211,957 H Shares of the Company through the targeted asset management scheme for QDII, representing approximately 0.002% of the total issued Shares of the Company.

As of the date of this announcement, candidates for executive Directors mentioned above did not receive punishment from the CSRC and other relevant authorities and any penalty from stock exchanges. Save as disclosed in this announcement, candidates for executive Directors mentioned above have no relationship with Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; they have no interest in any Share of the Company as defined within the meaning of Part XV of the Securities and Futures Ordinance; they have no information that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and do not and did not participate in matters that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; they did not hold any directorship of any other listed companies or any other position in any member of the Group in the past three years; and there are no other matters relating to their appointment that need to be brought to the attention of Shareholders.

Non-executive Directors

Mr. Ding Feng, born in December 1968, holds a MBA degree and a title of senior accountant. He

served as assistant accountant of the finance department of China Songhai Industrial Corporation (中國嵩海實業總公司) in Xiamen Special Economic Zone from August 1990 to November 1992;

chief accountant of the finance department of China North Industries Corporation Xiamen Branch (中國北方工業廈門公司) from December 1992 to September 1995; deputy section chief of the finance department of Jiangsu International Trust Investment Company (江蘇省國際信託投資

公司) from October 1995 to August 2002; deputy project manager of the finance department of Jiangsu Guoxin Investment Group Limited (江蘇省國信資產管理集團有限公司) from August

2002 to September 2004; head of the finance department (manager assistant) and deputy general manager of Jiangsu International Trust Corporation Limited (江蘇省國際信託有限責任公司) from

September 2004 to December 2009; deputy general manager of the finance department of Jiangsu

Guoxin Investment Group Limited from December 2009 to December 2010; vice-president of Jiangsu Guoxin Group Finance Co., Ltd. (江蘇省國信集團財務有限公司) from December 2010 to

December 2011; president and deputy secretary of the Party Committee of Jiangsu Guoxin Group

Finance Co., Ltd. from January 2012 to March 2018; general manager of finance department of Jiangsu Guoxin Group (江蘇省國信集團) since March 2018; and has served as Director of the

Company since October 2018.

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Mr. Chen Yongbing, born in April 1974, holds a bachelor's degree in economics. He served as

clerk and staff member of the Enterprise Division of Jiangsu Administrative Bureau of State- owned Property (江蘇省國有資產管理局企業處) from August 1996 to November 2000; staff

member of the Administrative Office of State-owned Property of the Department of Finance of Jiangsu Province (江蘇省財政廳國有資產管理辦公室) from November 2000 to January 2002;

senior staff member of the Administrative Office of State-owned Property of the Department of Finance of Jiangsu Province from January 2002 to March 2004; cadre at sub-section level

of Jiangsu SASAC from March 2004 to June 2004; senior staff member of the Division of Enterprise Reform and Development (企業改革發展處) of Jiangsu SASAC from June 2004 to

January 2005; principal staff member of the Division of Enterprise Reform and Development of

Jiangsu SASAC from January 2005 to December 2009; principal staff member of the Division of Enterprise Development and Reform (企業發展改革處) of Jiangsu SASAC from December 2009

to May 2014; deputy director of the Division of Enterprise Development and Reform of Jiangsu SASAC from May 2014 to October 2016; deputy head of the investment development department of Jiangsu Communications Holding Co., Ltd. from October 2016 to January 2018; head of the investment development department of Jiangsu Communications Holding Co., Ltd. Since January 2018 and has served as Director of the Company since October 2018.

Mr. Xu Qing, born in September 1972, holds a MBA degree. He successively served as a technician and assistant engineer in Jiangsu Communications Cable Plant (江蘇省通信電纜廠 )

from August 1993 to November 1998; the secretary of president office, deputy minister of the securities investment department, deputy director of the president office, assistant to the general

manager of the optical communication operations department and chief executive officer and held other positions in Jiangsu Hongtu High Technology Co., Ltd. (江蘇宏圖高科技股份有限公司)

from November 1998 to January 2006; successively served as secretary to the board, director of

the group office, director of the party committee office of Govtor Capital Group Co., Ltd. (江蘇 高科技投資集團有限公司) from February 2006 to April 2015, assistant to the president, general

counsel and general manager of the investment management department of Govtor Capital Group Co., Ltd. from May 2015 to April 2016, and has served as vice president and party committee member of Govtor Capital Group Co., Ltd. since May 2016; and has concurrently served as the director of Huatai Securities Co., Ltd. since June 2016.

Ms. Hu Xiao, born in October 1979, holds a master degree in business administration. She served as accountant of KPMG Huazhen LLP (畢馬威華振會計師事務所) from September 2002 to July

2003; research assistant of the stock research department of China International Capital Corporation Limited (中國國際金融有限公司) (a company listed on the Hong Kong Stock Exchange, stock

code: 3908) from July 2003 to July 2006; manager and vice-president of Citigroup Global Markets Asia Limited from July 2008 to July 2012; vice-president and director of Merrill Lynch (Asia

Pacific) Limited from July 2012 to March 2017; director of the strategic investment department of Alibaba Group (阿里巴巴集團) (a company listed on the New York Stock Exchange, stock code:

BABA) since March 2017 and has served as Director of the Company since October 2018.

Mr. Wang Tao, born in May 1968, holds a master degree in Politics and Economics. He served

as assistant to president of Shenzhen Branch of China Construction Bank Corporation (中國建設 銀行股份有限公司) (a company listed on the Hong Kong Stock Exchange and the Shanghai Stock

Exchange, stock code: 939 and 601939) and deputy general manager of the finance and accounting department of the head office of China Construction Bank Corporation from June 1989. He joined in the head office of China Merchants Bank Co., Ltd. (a company listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, stock code: 3968 and 600036) as general manager of the finance and accounting department of the head office in June 2014, has served as general manager of the retail credit department of the head office since December 2016 and also has served as the director of inclusive financial service centre of the head office since February 2018.

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As of the date of this announcement, candidates for non-executive Directors mentioned above did not receive punishment from the CSRC and other relevant authorities and any penalty from stock exchanges. Save as disclosed in this announcement, candidates for non-executive Directors mentioned above have no relationship with Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; they have no interest in any Share of the Company as defined within the meaning of Part XV of the Securities and Futures Ordinance; they have no information that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and do not and did not participate in matters that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; they did not hold any directorship of any other listed companies or any other position in any member of the Group in the past three years; and there are no other matters relating to their appointment that need to be brought to the attention of Shareholders.

Independent Non-executive Directors

Mr. Chen Chuanming, born in September 1957, holds a doctorate degree in corporate

management and a title of professor. He was selected by the Ministry of Education to study abroad at the University of Brittany（法國上布列塔尼大學）in France in 1978, majoring in

social economics and management. He returned to the PRC in 1981 and worked for the Institute of World Economics and Politics (世界經濟與政治研究所) of the Chinese Academy of Social

Science. Since December 1982, Mr. Chen has been teaching at Nanjing University. He studied for a doctorate degree in economics at the School of Economics of Nankai University from September 1990 to June 1993. Mr. Chen is currently the professor of the School of Business at Nanjing

University and concurrently serves as the deputy chairman of the Chinese Institute of Business Administration (中國企業管理研究會) and the deputy chairman of the Jiangsu Association of Science and Technology Innovation (江蘇省科技創新協會). He has served as independent Director

of the Company since March 2016.

With many years of experience in economic research and teaching, Mr. Chen is able to promote the diversification of the Board and will bring more sophisticated expertise in economics to the Board.

Mr. Lee Chi Ming, born in April 1953, holds a MBA degree. He served as deputy assessor and assessor at the Hong Kong Inland Revenue Department from October 1976 to November 1989; senior manager/director of the Listing Committee, director of Corporate Planning, and director of Finance and Administration of the Securities and Futures Commission from July 1989 to July

2014; director and managing partner of Nan Guo International Asset Management Limited (南國國 際資產管理有限公司) since October 2014 and has served as independent Director of the Company

since April 2015.

With many years of experience in taxation, finance and asset management, Mr. Li is able to promote the diversification of the Board and will bring professional knowledge in finance to the Board.

Ms. Liu Yan, born in January 1973, holds a master degree in comparative law with qualification

as a lawyer both in the PRC and the United States (New York State). She joined Beijing Tian Yuan Law Firm (北京市天元律師事務所) in 1995 and has been a partner of the firm since 2002. She has

served as independent Director of the Company since December 2016.

With many years of experience in legal practice, Ms. Liu is able to promote the diversification of the Board and will enable the Board to better supervise the implementation of development strategy of the Company.

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Mr. Chen Zhibin, born in January 1965, holds a doctorate degree in corporate management, a professor and doctoral student supervisor of the Faculty of Finance and Accounting at Southeast University (東南大學). He serves as a managerial accounting consultant to the Ministry of Finance

and vice director of the governmental accounting committee of the Accounting Society of China (中國會計學會). Mr. Chen Zhibin served as an independent non-executive Director of the third

session of the Board and member of the Audit Committee under the Board of the Company from

October 2015 to April 2016. Mr. Chen Zhibin has also served as an independent director of Jiangsu Kuang Da Automobile Fabric Group Co., Ltd. (江蘇曠達汽車織物集團股份有限公司) (a company

listed on the Shenzhen Stock Exchange, stock code: 2516), Jiangsu Province Transportation Planning and Design Institute Co., Ltd. (江蘇省交通規劃設計院股份有限公司) (now renamed as China Design Group Co., Ltd. (中設設計集團股份有限公司)) (a company listed on the Shanghai Stock Exchange, stock code: 603018) and Jinling Hotel Corporation (金陵飯店股份有限公

司) (a company listed on the Shanghai Stock Exchange, stock code: 601007). He has served as independent Director of the Company since June 2018.

With many years of experience in accounting and corporate governance, Mr. Chen is able to promote the diversification of the Board and provide valuable advice on corporate governance to the Board.

Mr. Ma Qun, born in March 1958, holds a master degree and the qualification of first-grade lawyer (professor grade). He has been sent by the Ministry of Justice of the PRC to East and West Center in the United States and University of London in the UK to study law of the United States

and the United Kingdom in 1988 and 1992, respectively. From 1984 to 1989, he served as the director of Jiangsu Law Firm (江蘇律師事務所). He has been served as director and the principal partner of JC Master Law Offices (江蘇泰和律師事務所) since 1989. Mr. Ma Qun is currently

a member of the legal experts' pool of Jiangsu Provincial Party Committee and a member of the academic committee of Jiangsu Law Society (江蘇省法學會). He mainly focuses on the areas of legal affairs in company law, securities law and foreign investment, and possesses extensive experiences in legal affairs in international trade, joint venture and VC, PE fund, as well as establishment and operation of trusted products.

With many years of experience in commercial law, Mr. Ma is able to promote the diversification of the Board and facilitate the planning and implementation of the Company's development strategy with his experience in both business and law.

When determining the nominations of independent non-executive directors mentioned above, the Company considered the diversity of Board members in several aspects, including but not limited to gender, age, cultural and educational background, professional experience, skills and knowledge. The determination of members should be based on the value of candidates and the contribution they can make to the Board. The benefits from the diversity of the Board should be taken into full consideration according to their objective conditions. The selection of Board members shall be conducted in accordance with laws, regulations and relevant requirements of securities regulators.

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As of the date of this announcement, candidates for independent non-executive Directors mentioned above did not receive punishment from the CSRC and other relevant authorities and any penalty from stock exchanges in the past three years. Save as disclosed in this announcement, candidates for independent non-executive Directors mentioned above have no relationship with Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; they have no interest in any Share of the Company as defined within the meaning of Part XV of the Securities and Futures Ordinance; they have no information that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and do not and did not participate in matters that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; they did not hold any directorship of any other listed companies or any other position in any member of the Group in the past three years; and there are no other matters relating to their appointment that need to be brought to the attention of Shareholders.

APPENDIX II BIOGRAPHIES OF CANDIDATES FOR SUPERVISORS (NON-EMPLOYEE REPRESENTATIVE SUPERVISORS) OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. Zhang Ming, born in April 1974, holds a master degree and is a senior accountant. He worked at the finance department of Yangzhou No. 2 Power Plant Company Limited (揚州第二發電有

限公司) from August 1995 to June 1998, served as the general ledger of the finance department, deputy director of finance department, director of finance department, deputy chief accountant and head of finance department of Yangzhou No. 2 Power Plant Company Limited from July 1998 to

December 2009; deputy general manager of the finance department of Jiangsu Guoxin Investment Group Limited (江蘇省國信集團有限公司) from December 2009 to December 2016; deputy

general manager, chief financial officer and general manager (departmental post) of the finance department of Jiangsu Guoxin Corporation Limited (江蘇國信股份有限公司) from December 2016

to August 2019, and general manager of the finance department of Jiangsu Guoxin Investment Group Limited (江蘇省國信集團有限公司) since August 2019.

Ms. Yu Lanying, born in May 1971, holder of master degree in Industrial Economics, is a senior

accountant. She served at the finance department of Nanjing Runtai Industrial Trading Company (南京潤泰實業貿易公司) from August 1993 to August 1996. She pursued master's studies of

Industrial Economics in Nanjing University of Science and Technology (南京理工大學) from

September 1996 to April 1999, served at the finance supervision department of Jiangsu United Trust and Investment Company (江蘇聯合信託投資公司) from May 1999 to December 2002. She

worked at the finance supervision department of Jiangsu Communications Industry Group Co., Ltd. (江蘇交通產業集團有限公司) from January 2003 to September 2004, the finance supervision department of Jiangsu Communications Holding Co., Ltd. (江蘇交通控股有限公司) from October

2004 to May 2008. She successively served as the vice manager (in charge of work), manager of the finance and accounting division, associate chief financial officer (departmental post), chief

financial officer and party committee member of Jiangsu Expressway Company Limited (江蘇寧 滬高速公路股份有限公司) (a company listed on the Hong Kong Stock Exchange, the Shanghai

Stock Exchange and in the United States, stock code: 177, 600377 and 477373104) from June 2008 to November 2016. She served as the deputy general manager, chief financial officer and party committee member of Jiangsu Expressway Company Limited from November 2016 to March 2018,

head of the audit and risk control department of Jiangsu Communications Holding Co., Ltd. (江蘇 交通控股有限公司) from March 2018 to August 2018 and has served as head of the audit and risk

control department and supervisor of audit center of Jiangsu Communications Holding Co., Ltd. since August 2018. She has served as Supervisor of the Company since October 2018.

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Ms. Zhang Xiaohong, born in January 1967, holds a master degree in business administration.

Ms. Zhang served as the export sales business manager of Nanjing Native Produce and Animal Byproducts Import and Export Co., Ltd. (南京市土產畜產進出口股份有限公司) from July 1989 to

November 1996; business manager of Jiangsu Xinsu Investment Management Co., Ltd. (江蘇鑫 蘇投資管理有限公司) from December 1996 to April 2000; manager of Jiangsu Venture Capital Co., Ltd. (江蘇省創業投資公司) from May 2000 to April 2005; and senior investment manager of Govtor Capital Group Co., Ltd. (江蘇高科技投資集團有限公司) from May 2005 to July 2016,

deputy general manager of the asset management department from August 2016 to February 2017 and has currently served as general manager of the investment operations department since March 2017.

Ms. Fan Chunyan, born in April 1976, holds a college degree in financial accounting. Ms. Fan

served as the director assistant of the settlement center of the headquarter of Suning.com Group Co., Ltd. (蘇寧易購集團股份有限公司) (a company listed on the Shenzhen Stock Exchange,

stock code: 2024) from February 2002 to February 2004; deputy general manager and financial director for the Guangzhou region of Suning.com Group Co., Ltd. from February 2004 to August 2011; executive deputy general manager for the Guangzhou Region and assistant to the executive president of the regional headquarter of South China of Suning.com Group Co., Ltd. from August 2011 to January 2013; executive vice president of the e-commerce operation headquarter and

executive vice president of the operation headquarter of Suning.com Group Co., Ltd. from January 2013 to September 2014; vice president of Suning Retail Group (蘇寧零售集團) and president of Internet Platform Company (互聯網平台公司) from August 2016 to January 2018. Currently, she

serves as vice president of Suning Retail Group and president of Internet Platform Company as well as general manager of the customer service management center. She has served as Director of the Company since October 2018.

As of the date of this announcement, candidates for non-employee representative Supervisors mentioned above did not receive punishment from the CSRC and other relevant authorities and any penalty from stock exchanges in the past three years. Save as disclosed in this announcement, candidates for non-employee representative Supervisors mentioned above have no relationship with Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; they have no interest in any Share of the Company as defined within the meaning of Part XV of the Securities and Futures Ordinance; they have no information that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and do not and did not participate in matters that shall be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; they did not hold any directorship of any other listed companies or any other position in any member of the Group in the past three years; and there are no other matters relating to their appointment that need to be brought to the attention of Shareholders of the Company.

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