Huatai Securities : NOTICE OF AGM AND 2024 FIRST A SHARE CLASS MEETING

NOTICE OF AGM

(GDR under the Symbol:HTSC)

NOTICE OF 2023 AGM

NOTICE IS HEREBY GIVEN that the AGM will be held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Thursday, June 20, 2024 at 2 p.m. to consider the following issues:

Ordinary Resolutions

1. To consider and approve the 2023 Work Report of the Board of the Company
2. To consider and approve the 2023 Work Report of the Supervisory Committee of the Company
3. To consider and approve the 2023 Final Financial Report of the Company
4. To consider and approve the 2023 Annual Report of the Company
5. To consider and approve the 2023 Profit Distribution Plan of the Company
6. To consider and approve the resolution on the authorization to the Board to decide on the interim profit distribution for 2024
7. To consider and approve the resolution on the estimated ordinary transactions with related parties of the Company for 2024:
8. 1. Ordinary related-party transactions with Jiangsu Guoxin Investment Group Limited and its related companies
   2. Ordinary related-party transactions with Jiangsu Communications Holding Co., Ltd. and its related companies
   3. Ordinary related-party transactions with Govtor Capital Group Co., Ltd. and its related companies
   4. Ordinary related-party transactions with Jiangsu SOHO Holdings Group Co., Ltd. and its related companies
   5. Ordinary related-party transactions with other related parties

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NOTICE OF AGM

1. To consider and approve the resolution on the estimated investment amount for the proprietary business of the Company for 2024
2. To consider and approve the resolution on the re-appointment of the accounting firms of the Company for 2024
3. To consider and approve the report on performance of duties of the Independent Non-executive Directors for 2023
4. To consider and approve the resolution on the election of Mr. Lo Kin Wing Terry as an Independent Non-executive Director of the sixth session of the Board
5. To consider and approve the resolution on the election of Mr. Lv Wei as a non-employee representative Supervisor of the sixth session of the Supervisory Committee

Special Resolution

13. To consider and approve the resolution on repurchase and cancellation of part of the restricted A Shares

VOTING ARRANGEMENTS

The aforesaid resolutions No. 1 to No. 12 are ordinary resolutions to be passed by the affirmative votes representing at least half of the total number of Shares held by the attending Shareholders having voting rights; resolution No. 13 is a special resolution to be passed by the affirmative votes representing at least two-thirds of the total number of Shares held by the attending Shareholders having voting rights.

As far as the Directors are aware, as at the Latest Practicable Date, Jiangsu Guoxin Investment Group Limited, the Shareholder who has substantial interests in the resolution 7.1,

will abstain from voting in this matter; Jiangsu Communications Holding Co., Ltd., who has substantial interests in the resolution 7.2, will abstain from voting in this matter; Govtor Capital Group Co., Ltd., who has substantial interests in the resolution 7.3, will abstain from

voting in this matter; and Jiangsu SOHO Holdings Group Co., Ltd., Jiangsu SOHO International Group Corp. (江蘇蘇豪國際集團股份有限公司), Jiangsu Suhui Asset

Management Co., Ltd. (江蘇蘇匯資產管理有限公司) and Jiangsu Overseas Group Co., Ltd. (江

蘇省海外企業集團有限公司), who have substantial interests in the resolution 7.4, will abstain from voting in this matter. Saved as disclosed above, no Shareholder is considered to have a

material interest in any of the resolutions proposed at the AGM and has to abstain from voting at the AGM approving the resolutions.

Huatai Securities Co., Ltd.

May 17, 2024

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NOTICE OF THE 2024 FIRST A SHARE CLASS MEETING

(GDR under the Symbol: HTSC)

NOTICE OF THE 2024 FIRST A SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2024 first A share class meeting of the Company

(the "A Share Class Meeting") will be held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Thursday, June 20, 2024 at 2 p.m. (or immediately after the conclusion of the 2023 annual general meeting or anadjournment thereof) to consider the following issue:

Special Resolution

1. To consider and approve the resolution on repurchase and cancellation of part of the restricted A Shares

VOTING ARRANGEMENTS

The aforesaid resolution No.1 is a special resolution to be passed by the affirmativevotes representing two-thirds of the total number of Shares hold by the attending Shareholders having voting rights.

Huatai Securities Co., Ltd.

May 17, 2024

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DEFINITIONS

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

"A Share Class Meeting"	the 2024 First A Share Class Meeting to be held by the
	Company at Conference Room, Renaissance Nanjing
	Olympic Centre Hotel, No. 139 Aoti Street, Jianye
	District, Nanjing, Jiangsu Province, the PRC on
	Thursday, June 20, 2024 at 2 p.m. (or immediately after
	the conclusion of the AGM or its adjourned meeting
	thereof)
"A Share(s)"	domestic share(s) of the Company, with a nominal value
	of RMB1.00 each, which are subscribed for or credited as
	paid up in Renminbi and are listed for trading on the
	Shanghai Stock Exchange
"AGM"	the annual general meeting of 2023 to be held by the
	Company at Conference Room, Renaissance Nanjing
	Olympic Centre Hotel, No. 139 Aoti Street, Jianye
	District, Nanjing, Jiangsu Province, the PRC on
	Thursday, June 20, 2024 at 2 p.m.
"Articles of Association"	the articles of association of the Company, as amended,
	supplemented or otherwise modified from time to time
"Board" or "Board of the	the board of directors of the Company
Company"
"Class Meetings"	the A Share Class Meeting and the H Share Class Meeting
"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 registered 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 Hong Kong Stock Exchange 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), unless the context otherwise requires, including its predecessor

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	DEFINITIONS
"Company Law"	the Company Law of the People's Republic of China (as
	amended, supplemented or otherwise modified from time
	to time)
"CSRC"	the China Securities Regulatory Commission (中國證券
	監督管理委員會)
"Director(s)"	the director(s) of the Company
"GDR"	global depositary receipt
"Group"	the Company and its subsidiaries, and their respective
	predecessors
"H Share(s)"	foreign share(s) in the share capital of the Company with
	a nominal value of RMB1.00 each, which are subscribed
	for and traded in HK dollars and are listed on the Hong
	Kong Stock Exchange
"H Share Class Meeting"	the 2024 First H Share Class Meeting to be held by the
	Company at Conference Room, Renaissance Nanjing
	Olympic Centre Hotel, No. 139 Aoti Street, Jianye
	District, Nanjing, Jiangsu Province, the PRC on
	Thursday, June 20, 2024 at 2 p.m. (or immediately after
	the conclusion of the AGM and the A Share Class
	Meeting or any adjourned meeting thereof)
"HK dollar(s)"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong" or "HK"	the Hong Kong Special Administrative Region of the
	PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Independent Non-executive	the independent non-executive Director(s) of the
Director(s)"	Company
"Jiangsu SASAC"	State-owned Assets Supervision and Administration
	Commission of Jiangsu Provincial Government (江蘇省
	政府國有資產監督管理委員會)
"Latest Practicable Date"	May 14, 2024, being the latest practicable date for the
	purpose of ascertaining certain information contained in
	this circular prior to its publication

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Hong Kong Stock Exchange, as amended, supplemented
	or otherwise modified from time to time
"PBOC"	the People's Bank of China
"PRC" or "China"	the People's Republic of China, excluding, for the
	purposes of this circular, Hong Kong, Macau Special
	Administrative Region and Taiwan
"Reporting Period"	the period from January 1, 2023 to December 31, 2023
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Securities Law"	the Securities Law of the People's Republic of China (as
	amended, supplemented or otherwise modified from time
	to time)
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	the ordinary share(s) in the capital of the Company with
	a nominal value of RMB1.00 each, comprising A Shares
	and H Shares
"Shareholder(s)"	the holder(s) of the Share(s)
"Supervisor(s)"	the supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company
"USD"	United States dollars, the lawful currency of the United
	States
"%"	per cent

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ORDINARY RESOLUTIONS:

1. 2023 Work Report of the Board

At the AGM, an ordinary resolution will be proposed to approve 2023 Work Report of the Board. Please see the relevant parts of the 2023 Annual Report for information about 2023 Work Report of the Board.

The 2023 Work Report of the Board was considered and approved by the Board on March 28, 2024, and is now submitted to the AGM for its consideration and approval.

2. 2023 Work Report of the Supervisory Committee

At the AGM, an ordinary resolution will be proposed to approve 2023 Work Report of the Supervisory Committee. Details of the 2023 Work Report of the Supervisory Committee are set out in Appendix I to this circular.

The 2023 Work Report of the Supervisory Committee was considered and approved by the Supervisory Committee on March 28, 2024, and is now submitted to the AGM for its consideration and approval.

3. 2023 Final Financial Report

At the AGM, an ordinary resolution will be proposed to approve 2023 Final Financial Report. Details of the 2023 Final Financial Report are set out in the Appendix II to this circular.

The 2023 Final Financial Report was considered and approved by the Board on March 28,

2024, and is now submitted to the AGM for its consideration and approval.

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4. 2023 Annual Report

At the AGM, an ordinary resolution will be proposed to approve the 2023 Annual Report. The 2023 Annual Report has been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.htsc.com.cn) on April 26, 2024, and has been despatched to H Shareholders in the manner in which H Shareholders have selected to receive corporate communications.

The 2023 Annual Report was considered and approved by the Board and the Supervisory Committee on March 28, 2024, and is now submitted to the AGM for its consideration and approval.

5. 2023 Profit Distribution Plan

At the AGM, an ordinary resolution will be proposed to approve the 2023 Profit Distribution Plan.

According to the 2023 annual financial statements of the Company, the net profit for 2023 of the Company reached RMB10,466,720,027.50. According to relevant requirements of the Company Law, the Securities Law, the Financial Rules for Financial Enterprises (《金融企業 財務規則》) and the Articles of Association, the Company had appropriated 10% for statutory surplus reserve, 10% for general risk reserve and 10% for trading risk reserve of RMB3,140,016,008.25 in total, after which, the profit available for distribution for the year of 2023 was RMB7,326,704,019.25. In consideration of the balance of undistributed profit in previous years, as of December 31, 2023, the undistributed profit presented in the financial statements of the parent company of the Company as at the end of the period was RMB26,560,767,758.75.

According to relevant requirements of the CSRC, gains arising from the fair value changes in distributable profit of securities companies shall not be used for cash distribution to shareholders. As at the end of December 2023, the accumulated fair value changes in distributable profit of the parent company were RMB2,874,964,524.65, after deduction of which as required, the profit of the parent company available for distribution to investors in cash amounted to RMB23,685,803,234.10.

After comprehensive consideration of factors such as the interests of Shareholders and the development of the Company, the 2023 Profit Distribution Plan of the Company is proposed as follows:

1. The Company will distribute cash dividend of RMB0.43 (tax inclusive) per Share based on the Company's existing total share capital of 9,029,384,840.00 Shares, with the total cash dividend of RMB3,882,635,481.20 (tax inclusive), representing 30.45% of net profit attributable to the shareholders of the parent company on a consolidated basis for 2023.

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If the total share capital of the Company changes as a result of repurchase and cancellation of Shares granted in the equity incentive during the period from the disclosure date of this plan to the record date of the implementation of the dividend distribution, the Company intends to maintain the distribution ratio per Share unchanged and adjust the total distribution accordingly. The remaining profits available for distribution to investors will be carried forward to the next year.

2. Cash dividend is denominated and declared in Renminbi, and paid to holders of A Shares (including the depositary of GDRs) and the investors of Southbound Trading in Renminbi and to holders of H Shares (excluding the investors of Southbound Trading) in HK dollars. The actual distribution amount in HK dollars shall be calculated at the average basic exchange rate of Renminbi against HK dollars published by the PBOC five business days prior to the date of the AGM of the Company.

The Company will make further notice on the record date and the book closure date for such dividend distribution.

The resolution was considered and approved by the Board and the Supervisory Committee on March 28, 2024, and is now submitted to the AGM for its consideration and approval. Upon the approval at the AGM, the Company will distribute cash dividend to its Shareholders according to the distribution plan within two months from the date of convening the AGM.

6. Resolution on the authorization to the Board to decide on the interim profit distribution for 2024

An ordinary resolution will be proposed at the AGM to approve the resolution on the authorization to the Board to decide on the interim profit distribution for 2024.

The Company always practices the development philosophy of "serving the country and people as a financial institution" and the industrial cultural concept of "compliance, integrity, professionalism and stability", adheres to the idea of customer-orientation, continues to deepen the "two-pronged" development strategy for wealth management and institutional services with technology empowerment, and focuses on building future-oriented and cycle-spanning core competitiveness to better serve the high quality development of the real economy and capital market. In 2023, the Company was in a steady and healthy financial position, and its asset size and profitability steadily ranked in the forefront of the industry. As of the end of 2023, total assets of the Group amounted to RMB905,508 million and net assets attributable to shareholders of the listed company amounted to RMB179,108 million. In 2023, the Group recorded an operating revenue of RMB36,578 million and a net profit attributable to shareholders of the listed company of RMB12,751 million.

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The Company places much importance on the return of investors and adheres to stable and continuous profit distribution policies. In order to better reward investors' support of the Company, share the benefits of business growth of the Company, safeguard the interests of general investors, boost investors' confidence in long-term investments, and guide reasonable return of the Company's value, the Company has decided to propose at the AGM to authorize the Board to handle interim profit distribution related matters with full authority pursuant to the Listed Company Regulatory Guideline No.3 - Cash Dividends of Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Articles of Association and other relevant requirements. The Company's interim profit distribution plan for 2024 (including the interim, the third quarter and others) has been formulated by the Board based on the Company's earnings, capital positions and relevant requirements for risk control indicators and on the premise that the ratio for cash dividends does not exceed 30% of the net profit attributable to shareholders of the parent company for the current period, and shall be implemented with a defined term.

The resolution was considered and approved by the Board on April 29, 2024, and is now submitted to the AGM for its consideration and approval.

7. Resolution on the estimated ordinary transactions with related parties of the Company for 2024

At the AGM, an ordinary resolution will be proposed to authorize, within the scope of the ordinary transactions with related parties of the Company for 2024 estimated in the resolution, the Company's management to sign or renew relevant agreements according to the Company's need for normal business operation. Details of the resolution on the estimated ordinary transactions with related parties of the Company for 2024 are set out in the Appendix III to this circular.

The resolution was considered and approved by the Board on March 28, 2024, and is now submitted to the AGM for its consideration and approval.

8. Resolution on the estimated investment amount for the proprietary business of the Company for 2024

An ordinary resolution will be proposed at the AGM to approve the estimated investment amount for the proprietary business of the Company for 2024.

As an essential part of the primary business of the Company, the proprietary investment business is affected by various factors such as national policies and market volatility. The proprietary investment scale is subject to adjustment based on the actual situation so as to seize investment opportunities in a timelier manner. Article 7 of the Provisions on Strengthening the Supervision and Administration of Listed Securities Companies (Revised in 2024) (《關於加 強上市證券公司監管的規定(2024年修訂)》) promulgated by the CSRC provides that "for listed securities companies, pursuant to the requirements of the listing rules of the stock exchange with respect to transactions which shall be disclosed, where material foreign

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