Haitong International Securities : PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in HAITONG INTERNATIONAL SECURITIES GROUP LIMITED, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

HAITONG INTERNATIONAL SECURITIES GROUP LIMITED

海 通 國 際 證 券 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 665)

PROPOSALS FOR

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "Annual General Meeting") of Haitong International Securities Group Limited (the "Company") to be held at Executive Meeting Room A, 22nd Floor, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. is set out on pages 16 to 21 of this circular.

A proxy form for use at the Annual General Meeting and any adjournment thereof is enclosed with this circular. Such proxy form can also be downloaded from the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.htisec.com). Whether or not you are able to attend the Annual General Meeting or any adjourned meeting, you are requested to read this notice and complete the proxy form in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In order to prevent the spread of COVID-19 pandemic and to safeguard the health and safety of our Shareholders, Directors, staff and other participants, the Company will implement precautionary measures against COVID-19 at the Annual General Meeting which include but not limited to:

• Compulsory body temperature checks will be conducted on every attending Shareholder, proxy and other attendees before entering the Annual General Meeting venue. Any person found to be suffering from a fever or otherwise unwell will be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
• All attendees are requested to wear surgical face masks at the Annual General Meeting venue at all times. Person without wearing a surgical face mask may be denied entry.
• Appropriate distance and space will be maintained and as such, the Company may limit the number of attendees at the Annual General Meeting as appropriate.
• The Company will not distribute corporate souvenirs or provide refreshments.

In light of the continuing risks posed by the COVID-19 pandemic, the Company recommends Shareholders to appoint the Chairman of the Annual General Meeting as their proxy to vote according to their indicated voting instructions in lieu of attending the Annual General Meeting in person. Depending on the development of the COVID-19 pandemic, the Company may implement further precautionary measures and may make relevant adjustments and arrangements for the Annual General Meeting and will issue further announcement as appropriate.

22 April 2021

			CONTENTS
				Page
Definitions . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	-	Biographical details of retiring Directors . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

In this circular (not including the accompanying AGM Notice), the following expressions have the following meanings unless the context requires otherwise:

"AGM Notice"	the notice for convening the Annual General Meeting
	set out on pages 16 to 21 of this circular;
"Annual General Meeting"	the annual general meeting of the Company to be held
	at Executive Meeting Room A, 22nd Floor, Li Po
	Chun Chambers, 189 Des Voeux Road Central, Hong
	Kong on Friday, 28 May 2021 at 11:00 a.m.;
"Board" or "Board of Directors"	the board of Directors;
"Business Day"	means a day (other than a Saturday or a Sunday) on
	which the Stock Exchange is opened for the business
	of dealing in securities;
"CG Code"	Corporate Governance Code as set out in Appendix 14
	of the Listing Rules;
"Companies Act"	the Companies Act 1981 of Bermuda;
"Company"	Haitong International Securities Group Limited, an
	exempted company incorporated in Bermuda with
	limited liability with its Shares listed on the main
	board of the Stock Exchange;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"HKEx"	Hong Kong Exchanges and Clearing Limited;
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;

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	DEFINITIONS
"HSCL"	Haitong Securities Co., Ltd., a joint stock company
	incorporated in PRC with limited liability, whose
	overseas listed foreign invested shares are listed on
	the Main Board of the Stock Exchange (stock code:
	6837) and the domestic shares are listed on the
	Shanghai Stock Exchange (stock code: 600837) and
	the holding company of HTIH;
"HTIH"	Haitong International Holdings Limited (formerly
	known as "Hai Tong (HK) Financial Holdings
	Limited"), a company incorporated in Hong Kong
	with limited liability which is a wholly-owned
	subsidiary of HSCL and the controlling shareholder
	of the Company;
"Issue Mandate"	a proposed general and unconditional mandate to the
	Directors to exercise the power of the Company to
	allot, issue and deal with Shares during the period as
	set out in Ordinary Resolution no. 5.1 in the AGM
	Notice up to 20% of the issued share capital of the
	Company as at the date of passing such Ordinary
	Resolution;
"Latest Practicable Date"	16 April 2021, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"New Bye-laws"	the bye-laws of the Company, as amended,
	supplemented or modified;
"Ordinary Resolution(s)"	the proposed ordinary resolution(s) as referred to in
	the AGM Notice;
"PRC"	the People's Republic of China;

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	DEFINITIONS
"Repurchase Mandate"	a proposed general and unconditional mandate to the
	Directors to exercise the power of the Company to
	repurchase Shares during the period as set out in
	Ordinary Resolution no. 5.2 in the AGM Notice up to
	10% of the issued share capital of the Company as at
	the date of passing such Ordinary Resolution;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong);
"Share(s)"	the ordinary share(s) of nominal value of HK$0.10
	each in the share capital of the Company;
"Share Option(s)"	the option(s) which are validly vested and exercisable
	by the holders entitling them to subscribe for a total
	of 59,784,626 as at the Latest Practicable Date;
"Share Repurchase Rules"	the relevant rules set out in Chapter 10 of the Listing
	Rules to regulate the repurchase by companies with
	primary listing of their own securities on the Stock
	Exchange;
"Shareholder(s)"	holder(s) of Shares;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Codes on Takeovers and Mergers and Share
	Buy-backs as approved by the Securities and Futures
	Commission; and
"%"	per cent.

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LETTER FROM THE BOARD

HAITONG INTERNATIONAL SECURITIES GROUP LIMITED

海 通 國 際 證 券 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 665)

Board of Directors:	Registered Office:
Executive Directors	Clarendon House
Mr. LIN Yong JP (Deputy Chairman and	2 Church Street
Chief Executive Officer)	Hamilton HM 11
Mr. LI Jianguo (Deputy Chairman)	Bermuda
Mr. POON Mo Yiu

Mr. SUN Jianfeng	Principal Place of
Mr. SUN Tong	Business in Hong Kong:
	22nd Floor, Li Po Chun Chambers
Non-executive Directors	189 Des Voeux Road Central
Mr. QU Qiuping (Chairman)	Hong Kong
Mr. CHENG Chi Ming Brian
Mr. ZHANG Xinjun
Mr. William CHAN
Independent Non-executive Directors
Mr. TSUI Hing Chuen William JP
Mr. LAU Wai Piu
Mr. WEI Kuo-chiang
Mr. WAN Kam To
Ms. LIU Yan
	22 April 2021
Dear Shareholders

PROPOSALS FOR

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information and to seek your approval of the resolutions regarding the proposed re-election of Directors, the Issue Mandate, the Repurchase Mandate, and to provide you with the AGM Notice.

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises Mr. QU Qiuping (Chairman), Mr. LIN Yong (Deputy Chairman and Chief Executive Officer), Mr. LI Jianguo (Deputy Chairman), Mr. POON Mo Yiu, Mr. SUN Jianfeng, Mr. SUN Tong, Mr. CHENG Chi Ming Brian, Mr. ZHANG Xinjun, Mr. William CHAN, Mr. TSUI Hing Chuen William, Mr. LAU Wai Piu, Mr. WEI Kuo-chiang, Mr. WAN Kam To and Ms. LIU Yan.

Pursuant to bye-laws 87(1) and (2) of the New Bye-laws, Mr. QU Qiuping, Mr. LIN Yong, Mr. SUN Tong, Mr. TSUI Hing Chuen William ("Mr. Tsui"), Mr. LAU Wai Piu ("Mr. Lau") and Mr. WEI Kuo-chiang ("Mr. Wei") shall retire from office by rotation at the Annual General Meeting. Mr. Tsui, Mr. Lau and Mr. Wei will have served the Board for more than 17 years, 15 years and 9 years respectively, and they have decided not to offer themselves for re-election at the Annual General Meeting by complying with the best corporate governance standard. Except Mr. Tsui, Mr. Lau and Mr. Wei, other retiring Directors (namely Mr. QU Qiuping, Mr. LIN Yong and Mr. SUN Tong), being eligible, offer themselves for re-election.

Particulars of the Directors who offer themselves for re-election at the Annual General Meeting are set out in Appendix II to this circular.

3. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 29 May 2020, a general mandate was given by the Company to the Directors to exercise the power of the Company to allot, issue and deal with Shares. Such general mandate will lapse at the conclusion of the forthcoming Annual General Meeting. In order to give flexibility for the Company to issue any Shares in the event that it becomes desirable, the Board proposes to put forward for your consideration and, if thought fit, approval of Ordinary Resolution no. 5.1 in relation to the Issue Mandate to be proposed at the Annual General Meeting for (i) granting to the Directors a general mandate to allot, issue and deal with Shares with a total nominal amount not exceeding 20% of the issued share capital of the Company as at the date of passing such Ordinary Resolution; and (ii) adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase up to a maximum of 10% of the issued share capital of the Company as at the date of passing such Ordinary Resolution.

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LETTER FROM THE BOARD

4. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 29 May 2020, a general mandate was also given by the Company to the Directors to exercise the power of the Company to repurchase Shares. Such general mandate will lapse at the conclusion of the forthcoming Annual General Meeting. The Board proposes to put forward for your consideration and, if thought fit, approval of Ordinary Resolution no. 5.2 in relation to the Repurchase Mandate to be proposed at the Annual General Meeting. An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Mandate is set out in the Appendix I to this circular.

5. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 16 to 21 of this circular. At the Annual General Meeting, Ordinary Resolutions, amongst others, will be proposed to:

• re-electeach of Messrs. QU Qiuping, LIN Yong and SUN Tong as Directors;
• grant to the Directors a general mandate to exercise all the powers of the Company to allot, issue and deal with Shares with a total nominal amount not exceeding 20% of the issued share capital of the Company as at the date of passing such Ordinary Resolution;
• grant to the Directors a general mandate to exercise all the powers of the Company to repurchase on the Stock Exchange or any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose Shares with a total nominal amount up to a maximum of 10% of the issued share capital of the Company as at the date of passing such Ordinary Resolution; and
• extend the Issue Mandate for the Directors to allot, issue and deal with Shares by adding to it the number of Shares repurchased under the Repurchase Mandate subject to the granting of such general mandates.

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general

meeting must be taken by poll except where the chairman, 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. In accordance with bye-law 66 of the New Bye-laws, the chairman of the Annual General Meeting will therefore demand a poll on each of the resolutions to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

An announcement will be published by the Company on the websites of the HKEx (www.hkexnews.hk) and the Company (www.htisec.com) after the conclusion of the Annual General Meeting to inform the Shareholders of the voting results of the Annual General Meeting.

7. ACTION TO BE TAKEN

A proxy form for use by the Shareholders at the Annual General Meeting and at any adjournment thereof is enclosed with this circular and such proxy form can also be downloaded from the websites of HKEx (www.hkexnews.hk) and the Company (www.htisec.com).

Whether or not you are able to attend the Annual General Meeting or any adjourned meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should you so wish.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

9. RECOMMENDATION

The Directors are of the opinion that the proposals for the re-election of Directors, general mandates to issue and repurchase Shares, among others, are in the best interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of the Ordinary Resolutions.

10. FURTHER INFORMATION

Your attention is also drawn to the information set out in the appendices to this circular.

Yours faithfully

By order of the Board

LIN Yong

Deputy Chairman and Chief Executive Officer

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APPENDIX I	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 6,036,635,086 Shares.

Subject to the passing of the Ordinary Resolution in relation to the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 603,663,508 fully paid-up Shares representing not more than 10% of the issued share capital of the Company as at the date of passing such Ordinary Resolution.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate would give the Company additional flexibility where situation warrants for repurchasing the Shares and is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement in the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company will only apply its available cash flow or working capital which is legally available for such purpose in accordance with its New Bye-laws and the Companies Act. The Companies Act provides that the amount of capital repaid in connection with a share repurchase may only be derived from capital paid up on the relevant Shares to be repurchased, or funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of Shares made for the purpose. The amount of premium payable on repurchases may only be derived from funds of the Company that would otherwise be available for dividend or distribution or the share premium account of the Company.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 December 2020 of the Company in the event that the power to repurchase Shares pursuant to the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:

		Share Prices
		Highest	Lowest
		HK$	HK$
	2020
	April	2.04	1.68
	May	1.82	1.51
	June	1.97	1.57
	July	2.56	1.87
	August	2.27	2.03
	September	2.11	1.71
	October	1.90	1.74
	November	2.10	1.78
	December	2.05	1.78
	2021
	January	2.79	1.84
	February	2.75	2.14
	March	2.63	2.20
	April (up to and including
	the Latest Practicable Date)	2.65	2.27
5.	UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws and regulations of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I	EXPLANATORY STATEMENT

6. TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

At the Latest Practicable Date, HSCL is deemed to be interested in 3,917,798,194 Shares, representing approximately 64.90% of the issued share capital of the Company. In the event the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, (if the present shareholding structure of the Company remains the same) the aforesaid interest of HSCL would be increased to approximately 72.11% of the issued share capital of the Company. As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336(1) of the SFO, only HSCL is holder of over 10% of the issued share capital of the Company. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate.

The Directors do not propose to repurchase shares which would result in the aggregate amount of the share capital of the Company in public hands reducing to below 25%.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) in the 6 months preceding the Latest Practicable Date.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

This appendix provides you with biographical details of the Directors who will retire from their offices at the Annual General Meeting and being eligible, will offer themselves for reelection at the Annual General Meeting, for consideration of the proposal in relation to the reelection of retiring Directors:

QU QIUPING

1. Mr. QU, aged 59, was appointed as a Non-executive Director of the Company on 8 February 2018. He has been the Chairman of the Board, and the Chairman of the Nomination Committee and the Strategic Development Committee as well as a member of the Remuneration Committee of the Company. Save as disclosed herein, Mr. QU has not held any other positions with the Company and other members of the Group.
2. Mr. QU is a member of the Chinese Communist Party and holds a Master degree in Economics from Fudan University. He is a senior accountant in PRC and was the accountant, deputy section chief, Youth League secretary of Nanshi District Office of the People's Bank of China Shanghai (中國人民銀行上海市南市區辦事處) from September 1980 to December 1983; the deputy section chief and section chief of Nanshi District Office of the Industrial and Commercial Bank of China Shanghai (中國工商銀行上海市南市區辦事處) from January 1984 to September 1992; the vice president of Nanshi Sub-branch of the Industrial and Commercial Bank of China Shanghai Branch (中國工商銀行上海市分行南市支行) from September 1992 to November 1995; the deputy head of the accounting and cashier department of the Industrial and Commercial Bank of China Shanghai Branch (中國工商銀行上 海市分行) from November 1995 to December 1996 (He was in charge of the party and political work of Shanghai Jiading Sub-branch of the Industrial and Commercial Bank of China (中國工商銀行上海市嘉定支行) from December 1995 to December 1996); the president and deputy secretary of CPC party committee of Shanghai Baoshan Sub-branch of the Industrial and Commercial Bank of China (中 國工商銀行上海市寶山支行) from December 1996 to March 1999; the head of the accounting and clearing department of the Industrial and Commercial Bank of China Shanghai Branch from March 1999 to December 1999; the assistant to the president of the Industrial and Commercial Bank of China Shanghai Branch from December 1999 to June 2000; the vice president of the Industrial and Commercial Bank of China Shanghai Branch from June 2000 to February 2005 (he was a visiting scholar at University of Pennsylvania from September 2002 to September 2003); the vice president of the Industrial and Commercial Bank of China Jiangsu Branch (中國工商銀行江蘇省分行) from February 2005 to September 2008; the deputy secretary of CPC party committee and the vice chairman of the board of directors of Bank of Shanghai (上海銀行) from September 2008 to November 2008; the president, deputy secretary of CPC party committee and the vice chairman of the board of directors of Bank of Shanghai from November 2008 to December 2010; the head of the Investor Education Office of the Work Coordination Department of the Dispatched Offices of the CSRC (中國證監會派出機構工作協調部) from

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

December 2010 to August 2012; and the head of the Department of Unlisted Public Company Supervision of the CSRC (中國證監會非上市公眾公司監管部) from August 2012 to April 2014. Mr. QU has been the director of Self-discipline and Supervision Committee of the Securities Association of China (中國證券業協會自 律監察專業委員會) since October 2015, and the member of Expert Committee of the Finance Research Centre of Counselors' Office of the State Council (國務院參 事室金融研究中心) since October 2016. He has been the Council member of the Shenzhen Stock Exchange since April 2017; Vice Chairman of Securities Association of China since June 2017; a member of the Chinese People's Political Consultative Conference Shanghai Committee since December 2017; Chief Supervisor of Shanghai Association of Listed Companies since June 2018; Chairman of Mergers and Acquisition Financing Professional Committee of the China Association for Public Companies (中國上市公司協會併購融資專業委員會) since October 2018; and a member of the Standing Committee of the Shanghai Municipal Committee of the Chinese People's Political Consultative Conference since January 2021. Mr. QU has served as an executive director, the general manager and the deputy secretary of CPC party committee of HSCL since 25 June 2014, and the chairman of the board of directors of HTIH since February 2018. Save as disclosed herein, Mr. QU did not hold any other directorships in listed public companies in the last 3 years.

1. Mr. QU had not entered into any service contract with the Company and yet formal letter of re-appointment dated 8 February 2021 has been in place setting out the key terms and conditions in relation to his re-appointment, subject to the retirement and re-election provisions in the New Bye-laws, unless and until terminated by either party giving to the other not less than 3 months' prior notice in writing to determine the same. Mr. QU has waived his director's fee.
2. Save as disclosed above, Mr. QU has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.
3. As at the Latest Practicable Date, Mr. QU held an interest in 1,502,292 Share Options of the Company, in the securities of the Company. Save as disclosed herein, Mr. QU had no other interests in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there are no more information relating to the proposed re-election of Mr. QU as a Director that should be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are also no other matters that need to be brought to the attention of the Shareholders.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

LIN YONG JP

1. Mr. LIN, aged 51, was appointed as an Executive Director of the Company on 23 December 2009. He has been a Deputy Chairman of the Board of Directors and the Managing Director of the Company as well as the Chief Executive Officer of the Group since 29 April 2011. He is also the Chairman of the Executive Committee as well as a member of the Strategic Development Committee of the Company. In addition, Mr. LIN is a director of subsidiary of the Company and a board member of Haitong Bank, S.A. and Haitong Banco de Investimento do Brasil S.A., wholly-owned subsidiaries of HTIH. He also acts as the chairman of Haitong Bank, S.A. since 30 October 2017. Save as disclosed herein, Mr. LIN has not held any other positions with the Company with other members of the Group.
2. Mr. LIN holds a Doctorate Degree in Economics from Xi'an Jiaotong University and has over 20 years of experience in the investment banking industry. Mr. LIN joined HSCL in 1996 and was a general manager of the Investment Banking Department of HSCL from 2001 to 2007. He has been appointed as an assistant to general manager of HSCL with effect from 30 December 2014 and a director and general manager of HTIH since 2007. He is responsible for the overall operation of HTIH and the business development of the Group. In 2006, Mr. LIN was named "2006 Top Ten Outstanding Young Person in Financial Sector in Shanghai" (2006年 上海首屆十大金融傑出青年) and was honoured as the "2014 Shanghai Financial Industry Leader" (2014滬上金融行業領袖) in 2014. He acts as an adjunct professor in Management College of Xiamen University since 12 May 2010 and acts as chairman of Chinese Securities Association of Hong Kong since 25 February 2019. Mr. LIN was appointed as a member of the Mainland Opportunities Committee of the Financial Services Development Council since 1 April 2019. He was appointed as a non-executive director of Financial Reporting Council for a two-year term from 1 October 2019 to 30 September 2021. He was also appointed to the board of directors of Financial Services Development Council for a term commencing from 2 January 2020 to 16 January 2023, a honorary executive director of the Hong Kong Chinese Enterprises Association for a term commencing from 16 September 2020 to 15 September 2022, and a 52nd term committee member of The Chinese General Chamber of Commerce for a term commencing from November 2020 to October 2022. Mr. LIN was appointed as a Justice of the Peace (JP) by the Government of the HKSAR in October 2020. On 16 October 2019, Mr. LIN resigned as an independent non-executive director of Zhongsheng Group Holdings Limited, whose shares are listed on the Stock Exchange. Save as disclosed herein, Mr. LIN did not hold any other directorships in listed public companies in the last 3 years.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

1. Mr. LIN had entered into a new service agreement with the Company on 19 December 2018 for a term of 3 years commencing from 23 December 2018 to 22 December 2021 (both dates inclusive), subject to the retirement and re-election provisions in the New Bye-laws, unless and until terminated by either party giving to the other not less than 3 months' prior notice in writing to determine the same. His monthly salary is HK$360,000, and he is also entitled to receive an annual management bonus to be determined by taking into account of operating results of the Group and performance of Mr. LIN.
2. Save as disclosed above, Mr. LIN has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.
3. As at the Latest Practicable Date, Mr. LIN held an interest in: (i) 8,554,150 Shares (including unvested awarded shares granted by the Company pursuant to the share award scheme); and (ii) 5,218,979 Share Options of the Company, in the securities of the Company. Save as disclosed herein, Mr. LIN had no other interests in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there are no more information relating to the proposed re-election of Mr. LIN as a Director that should be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are also no other matters that need to be brought to the attention of the Shareholders.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

SUN TONG

1. Mr. SUN, aged 44, joined the Group in May 2010 and was appointed as an Executive Director of the Company with effect from 27 March 2018. He has been appointed as the Chief Investment Officer of the Group since September 2017 and is a member of Executive Committee of the Company. He is also a director of numerous subsidiaries of the Company, and serves as a responsible officer of Haitong International Securities Company Limited under the SFO. Save as disclosed herein, Mr. SUN has not held any other positions with the Company and other members of the Group.
2. Mr. SUN graduated with a Bachelor Degree in Computer Science from Nanjing Normal University and obtained a MBA Degree from the Chinese University of Hong Kong. Mr. SUN joined HSCL in 2000 and he is now a deputy general manager of HTIH. Mr. SUN was appointed as a director of Chinese Asset Management Association of Hong Kong on 20 March 2020. Save as disclosed herein, Mr. SUN did not hold any other directorships in listed public companies in the last 3 years.
3. Mr. SUN had entered into a new service agreement with the Company on 25 March 2021 for a term commencing from 27 March 2021 to 31 December 2023 (both dates inclusive), subject to the retirement and re-election provisions in the New Bye-laws, unless and until terminated by either party giving to the other not less than 3 months' prior notice in writing to determine the same. The monthly salary specified in service contract of Mr. SUN is HK$206,500, and he is also entitled to receive an annual management bonus to be determined by taking into account of operating results of the Group and performance of Mr. SUN.
4. Save as disclosed above, Mr. SUN has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.
5. As at the Latest Practicable Date, Mr. SUN held an interests in (i) 2,209,932 Shares (including unvested awarded shares granted by the Company pursuant to the share award scheme); and (ii) 3,111,430 Share Options of the Company, in the securities of the Company. Save as disclosed herein, Mr. SUN had no other interests in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there are no more information relating to the proposed re-election of Mr. SUN as a Director that should be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are also no other matters that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

HAITONG INTERNATIONAL SECURITIES GROUP LIMITED

海 通 國 際 證 券 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 665)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Annual General Meeting") of Haitong International Securities Group Limited (the "Company") will be held at Executive Meeting Room A, 22nd Floor, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. for the following business:

1. To receive and consider the audited financial statements for the year ended 31 December 2020 and reports of the board of directors and auditor of the Company;
2. (a) To re-elect Mr. QU Qiuping as a non-executive director of the Company;
3. 1. To re-elect Mr. LIN Yong as an executive director of the Company;
   2. To re-elect Mr. SUN Tong as an executive director of the Company;
4. To authorize the board of directors of the Company to fix the remuneration of directors of the Company;
5. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize the board of directors of the Company to fix their remuneration; and
6. To consider and, if thought fit, pass with or without modifications the following resolutions as ordinary resolutions of the Company:

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NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

5.1 "THAT:

1. subject to paragraph (c) below, the exercise by the board of directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorize the board of directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the board of directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the new bye-laws of the Company from time to time; or (iv) an issue of shares upon the exercise of the subscription rights under any option scheme or similar arrangement for the grant or issue to employees and other participants of the Company and/or any of its subsidiaries and associated companies of shares or rights to acquire shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by law or the new bye-laws of the Company to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;

"Rights Issue" means an offer of shares open for a period fixed by the board of directors of the Company to the holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the board of directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."

5.2 "THAT:

1. subject to paragraph (b) below, the exercise by the board of directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate nominal amount of the shares of the Company which the board of directors of the Company are authorized to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
2. for the purpose of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by law or the new bye-laws of the Company to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

5.3 "THAT subject to the passing of the resolutions nos. 5.1 and 5.2 in the notice convening this meeting, the general mandate granted to the board of directors of the Company to allot, issue and deal with additional shares pursuant to resolution no. 5.1 in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 5.2 in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution."

By order of the Board

Haitong International Securities Group Limited

LO Wai Ho

Company Secretary

Hong Kong, 22 April 2021

Principal Place of Business in Hong Kong:

22nd Floor, Li Po Chun Chambers

189 Des Voeux Road Central

Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Every shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A shareholder who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.
2. In order to be valid, the proxy form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited with the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof.
3. The proxy form for use at the Annual General Meeting is enclosed in the circular. Completion and delivery of the proxy form will not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof if the shareholder of the Company so desires, and in such event, the proxy form will be deemed to be revoked. In view of the outbreak of COVID-19pandemic, you are strongly encouraged to appoint the chairman of the Annual General Meeting as proxy to attend and vote on your behalf at the Annual General Meeting or any adjourned meeting.
4. Where there are joint registered holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint registered holders are present at the Annual General Meeting personally or by proxy, then one of the registered holders so present whose name stands first on the register of members of the Company in respect of such share, or his/her proxy, shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect thereof.
5. The register of members of the Company will be closed, for the purpose of determining shareholders' entitlement to attend and vote at the Annual General Meeting, from Tuesday, 25 May 2021 to Friday, 28 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, unregistered holders of the shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, 24 May 2021.
6. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING:
   In order to prevent the spread of COVID-19 pandemic and to safeguard the health and safety of our shareholders, directors, staff and other participants, the Company will implement precautionary measures against COVID-19 at the Annual General Meeting which include but not limited to:
7. • Compulsory body temperature checks will be conducted on every attending shareholder, proxy and other attendees before entering the Annual General Meeting venue. Any person found to be suffering from a fever or otherwise unwell will be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
   • All attendees are requested to wear surgical face masks at the Annual General Meeting venue at all times. Persons without wearing a surgical face mask may be denied entry.

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NOTICE OF ANNUAL GENERAL MEETING

• Appropriate distance and space will be maintained and as such, the Company may limit the number of attendees at the Annual General Meeting as appropriate.
• The Company will not distribute corporate souvenirs or provide refreshments.

In light of the continuing risks posed by the COVID-19 pandemic, the Company recommends Shareholders to appoint the Chairman of the Annual General Meeting as their proxy to vote according to their indicated voting instructions in lieu of attending the Annual General Meeting in person. Depending on the development of the COVID-19 pandemic, the Company may implement further precautionary measures and may make relevant adjustments and arrangements for the Annual General Meeting and will issue further announcement as appropriate.

As at the date of this notice, the board of directors of the Company comprises Mr. QU Qiuping (Chairman)*, Mr. LIN Yong (Deputy Chairman and Chief Executive Officer), Mr. LI Jianguo (Deputy Chairman), Mr. POON Mo Yiu, Mr. SUN Jianfeng, Mr. SUN Tong, Mr. CHENG Chi Ming Brian*, Mr. ZHANG Xinjun*, Mr. William CHAN*, Mr. TSUI Hing Chuen William**, Mr. LAU Wai Piu**, Mr. WEI Kuo-chiang**, Mr. WAN Kam To** and Ms. LIU Yan**.

• Non-executiveDirectors

• Independent Non-executive Directors

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