Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

(Stock Code: 6837) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of Haitong Securities Co., Ltd. (the "Company") will be held at Multi-function hall, 4/F, Shanghai Mingde Grand Hotel, No. 558 Xizang North Road, Shanghai, the PRC on Tuesday, 27 May 2014 at 1:00 p.m., for the following purposes: ORDINARY RESOLUTIONS

1. To consider and approve the report of the Board of Directors of the Company for the year 2013.

2. To consider and approve the report of the Supervisory Committee of the Company for the year 2013.

3. To consider and approve the annual report of the Company for the year 2013.

4. To consider and approve the final accounts report of the Company for the year 2013.

5. To consider and approve the profit distribution proposal of the Company for the year

2013.

6. To consider and approve the renewal of engagement of A Share auditing firm and H Share auditing firm for the year 2014.

7. To consider and approve the proposal regarding investment asset allocation of equity, fixed income securities and derivative products of the Company for the year 2014.

SPECIAL RESOLUTIONS

1. To consider and approve the proposal regarding the scale of financing business for customers of the Company.

2. To consider and approve the grant of general mandate to authorize, allot or issue A

shares and/or H shares.

3. To consider and approve the adoption of share option incentive scheme.

4. To consider and approve the proposed conduct of option related business.

By order of the Board Haitong Securities Co., Ltd. WANG Kaiguo

Chairman

Shanghai, the PRC

11 April 2014

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Notes:

1. Eligibility for attending the Annual General Meeting and date of registration of members for H shares

The register of members of H Shares of the Company will be closed from Saturday, 26 April 2014 to Tuesday, 27 May 2014 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as shareholders on the H share register of members of the Company before 4:30 p.m. on Friday, 25 April 2014 are entitled to attend and vote in respect of all resolutions to be proposed at this Annual General Meeting.
In order to attend this Annual General Meeting, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, before 4:30 p.m. on Friday, 25 April
2014.

2. Proxy

(1) Each shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder of the Company.
(2) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign or other document of authorisation must be notarised.
To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other document of authorisation must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the Annual General Meeting.
(3) Any voting at the Annual General Meeting shall be taken by poll.

3. Registration procedures for attending the Annual General Meeting

(1) A shareholder or his proxy should present proof of identity when attending the Annual General Meeting. If a shareholder is a legal person, its legal representative or other person authorised by the board of directors or other governing body of such shareholder may attend the Annual General Meeting by providing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
(2) Shareholders of the Company intending to attend the Annual General Meeting in person or by their proxies should complete and return the reply slip for attending the Annual General Meeting to Computershare Hong Kong Investor Services Limited (for holders of H Shares) at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before Wednesday, 7 May
2014.

4. Voting by poll

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the Chairman of the Annual General Meeting will demand a poll in relation to all the proposed resolutions at the Annual General Meeting in accordance with Article 107 of Articles of Association of the Company.

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5. Miscellaneous

(1) The Annual General Meeting is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
(2) The address of Computershare Hong Kong Investor Services Limited is:
Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. (3) The registered office of the Company:
Haitong Securities Building No. 689 Guangdong Road Shanghai
The People's Republic of China
Contact office: Office of the Board
Telephone No.: 86 (21) 2321 9000
Facsimile No.: 86 (21) 6341 0627
Contact Person: JIN Xiaobin
(4) Please refer to the circular of the Company in relation to the Annual General Meeting to be published before 7 May 2014 for details of the resolutions to be proposed at the Annual General Meeting for consideration and approval.

As at the date of this notice, the executive director of the Company is Mr. WANG Kaiguo; the non-executive directors are Mr. ZHUANG Guowei, Mr. ZHOU Donghui, Mr. HE Jianyong, Mr. ZHANG Jianwei, Mr. XU Chao, Mr. WANG Hongxiang, Mr. LI Gewei and Mr. FENG Huang; and the independent non-executive directors are Mr. XIA Bin, Mr. CHEN Qiwei, Mr. ZHANG Huiquan, Mr. ZHANG Ming, Mr. DAI Genyou, Mr. LIU Chee Ming and Mr. XIAO Suining.

* For identification purpose only

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