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Election of Independent Non-Executive Directors and Notice of the Egm

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Election of Independent Non-Executive Directors and Notice of the Egm 105162 \ (Huatai (HTSC)) \ 29/01/2016 \ M51 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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. If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your Shares in the Company, you should at once hand this circular together with the accompanying form of proxy and reply slip to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s). (A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name 華泰證券股份有限公司 and carrying on business in Hong Kong as HTSC) (Stock Code: 6886) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND NOTICE OF THE EGM A notice convening the EGM of the Company to be held at Grand Ballroom A, 2nd Floor, Renaissance Nanjing Olympic Centre Hotel, No.139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, PRC on Friday, 18 March 2016 at 2:00 p.m. is set out on pages 7 to 9 of this circular. If you are not able to attend the EGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM and deposit it together with the notarised power of attorney or other document of authorisation with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Share). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so desire. Shareholders of the Company intending to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Share) on or before Friday, 26 February 2016. 2 February 2016 105162 \ (Huatai (HTSC)) \ 27/01/2016 \ M44 TABLE OF CONTENTS Page DEFINITIONS .................................................................... 1 LETTER FROM THE BOARD ...................................................... 2 NOTICE OF THE EGM ............................................................ 7 — i — 105162 \ (Huatai (HTSC)) \ 27/01/2016 \ M44 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “A Share(s)” domestic shares of our 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 “Articles of Association” the articles of association of our Company, as amended, which shall become effective on the Listing Date “Board” the board of directors of our Company “Company” a joint stock company incorporated in the PRC with limited liability under the corporate name 華泰證券股份有限公司 (Huatai Securities Co., Ltd.), converted from our predecessor 華泰證券有限責任公司(Huatai Securities Limited Liability Company) on 7 December 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 A shares of which are listed on the Shanghai Stock Exchange on 26 February 2010 (Stock Code: 601688) “Director(s)” the director(s) of the Company “EGM” the first extraordinary general meeting for 2016 to be held by the Company on 18 March 2016 “Group” the Company and its subsidiaries, and their respective predecessors “H Share(s)” overseas listed foreign shares in the share capital of the Company with nominal value of RMB1.00 each, which are subscribed for and traded in HK dollars and are listed on the Hong Kong Stock Exchange “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock The Stock Exchange of Hong Kong Limited Exchange” “Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “PRC” or “China” the People’s Republic of China, excluding for the purposes of this circular, Hong Kong, Macau and Taiwan “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Share(s)” the ordinary share(s) of RMB1.00 each in the share capital of the Company “Shareholder(s)” the shareholder(s) of the Company “Supervisor(s)” the supervisor(s) of the Company — 1 — 105162 \ (Huatai (HTSC)) \ 29/01/2016 \ M51 LETTER FROM THE BOARD (A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name 華泰證券股份有限公司 and carrying on business in Hong Kong as HTSC) (Stock Code: 6886) Executive Directors: Registered office: Mr. ZHOU Yi (President) No. 228 Middle Jiangdong Road, Nanjing, Jiangsu Province, Non-executive Directors: PRC Mr. SUN Lu Mr. WANG Shuhua Principal place of business Ms. PU Baoying in Hong Kong: Mr. SUN Hongning 4201, 42/F, The Center, Mr. ZHOU Yong 99 Queen’s Road Central, Mr. CAI Biao Hong Kong Ms. XU Min Independent Non-executive Directors: Mr. BAI Wei Mr. SHEN Kunrong Mr. LIU Hongzhong Mr. LEE Chi Ming Mr. CHEN Zhibin 2 February 2016 To the Shareholders Dear Sir or Madam, INTRODUCTION The purpose of this circular is to provide you, as holders of H Shares, with the notice of the EGM (set out on pages 7 to 9 of this circular) and provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution or abstain from voting at the EGM. For reference purpose only, a notice of the EGM of holders of A Shares has been published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/) on 2 February 2016. At the EGM, the following resolution will be proposed to the Shareholders for voting: 1. To consider and approve the resolution regarding the election of independent non-executive Directors for the third session of the Board of the Company, with the following items to be voted upon separately: 1.1 To consider and approve the election of Mr. Chen Chuanming as an independent non- executive Director of the third session of the Board of the Company — 2 — 105162 \ (Huatai (HTSC)) \ 29/01/2016 \ M51 LETTER FROM THE BOARD 1.2 To consider and approve the election of Mr. Yang Xiongsheng as an independent non- executive Director of the third session of the Board of the Company The resolution listed above will be proposed as an ordinary resolution. INFORMATION ON THE RESOLUTION 1. Proposals in relation to the Election of Independent Non-executive Directors of the Third Session of the Board of the Company Reference is made to the twenty-seventh meeting of the third session of the Board convened by the Company on Wednesday, 27 January 2016. The Board has approved the proposals in relation to the election of Mr. Chen Chuanming and Mr. Yang Xiongsheng as independent non-executive Directors of the third session of the Board of the Company, and the proposals are hereby submitted to the general meeting of Shareholders of the Company for consideration. 1.1. Election of Mr. Chen Chuanming as an Independent Non-executive Director of the Third Session of the Board of the Company Upon Mr. Chen Chuanming being elected by the general meeting of Shareholders and having obtained the approval of his qualification as an independent director of a securities company from the securities regulatory body, he will serve as an independent non-executive Director of the third session of the Board of the Company. The term of office of Mr. Chen Chuanming shall expire at the end of the term of the current Board. Biographical details of Mr. Chen Chuanming are as follows: Mr. Chen Chuanming, born in September 1957, has a doctorate degree in economics. Mr. Chen was selected by the Ministry of Education to study at the Universite De Haute Bretagne 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 of the Chinese Academy of Social Sciences. In December 1982, Mr. Chen was transferred to Nanjing University and has taught at Nanjing University since then. He studied for a doctorate degree in economics at the School of Economics of Nankai University from September 1990 to June 1993. Mr. Chen has long been committed to the teaching and research of corporate reform and corporate strategic management. He is the leading lecturer of the national open program on management philosophy and has extensive practical experience in corporate management. 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) . Mr. Chen Chuanming served as an independent non-executive Director of the first and second sessions of the Board of the Company from January 2008 to November 2013. He served as an independent director of Changjiang Runfa Machinery Co., Ltd.
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