GUOTAI JUNAN INTERNATIONAL HOLDINGS LIMITED - gtja

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONIf you are in any doubt as to any aspect of this circular or as to the action to be taken, you shouldconsult your stockbroker or other registered dealer in securities, bank manager, solicitor, professionalaccountant or other professional adviser.If you have sold or transferred all your shares in Guotai Junan International Holdings Limited,you should at once hand this circular and the accompanying form of proxy to the purchaser or thetransferee or to the bank, stockbroker or other agent through whom the sale or transfer was effectedfor transmission to the purchaser or the transferee.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this circular, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin reliance upon the whole or any part of the contents of this circular.GUOTAI JUNAN INTERNATIONAL HOLDINGS LIMITED(Incorporated in Hong Kong with limited liability)(Stock Code: 1788)PROPOSALS INVOLVINGGENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,RE-ELECTION OF RETIRING DIRECTORSANDNOTICE OF ANNUAL GENERAL MEETINGThe notice convening the annual general meeting (“AGM”) of the Company to be held at 28/F., LowBlock, Grand Millennium Plaza, No.181 Queen’s Road Central, Hong Kong on Thursday, 9 May 2013at 2:30 p.m. is set out on pages 15 to 18 of this circular. A proxy form for use at the AGM and at anyadjournment thereof is enclosed with this circular. Such proxy form is also published at the websitesof The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company(www.gtja.com.hk).Whether or not you propose to attend the AGM, you are requested to complete the enclosed proxy formin accordance with the instructions printed thereon and return the same to the Company’s ShareRegistrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hoursbefore the time appointed for the holding of the AGM or any adjournment thereof. Completion andreturn of the proxy form will not preclude you from attending and voting in person at the AGM (orany adjournment thereof) should you so wish.5 April 2013

CONTENTSPageDefinitions ............................................................... 1Letter from the Board1. INTRODUCTION .................................................. 32. GENERAL MANDATE TO ISSUE SHARES .............................. 33. GENERAL MANDATE TO REPURCHASE SHARES. ....................... 44. RE-ELECTION OF RETIRING DIRECTORS. ............................. 45. ANNUAL GENERAL MEETING ....................................... 56. ACTION TO BE TAKEN ............................................. 57. RESPONSIBILITY STATEMENT. ...................................... 68. RECOMMENDATION ............................................... 6Appendix I — Explanatory Statement for the Repurchase Mandate ............. 7Appendix II — Details of the Directors proposed to be re-elected ............... 11Notice of Annual General Meeting ............................................ 15— i —

DEFINITIONSIn this circular, unless the context otherwise requires, the following expressions shall have thefollowing meanings:“AGM”“AGM Notice”the annual general meeting of the Company to be held at28/F., Low Block, Grand Millennium Plaza, No.181 Queen’sRoad Central, Hong Kong on Thursday, 9 May 2013 at2:30 p.m.;the notice for convening the AGM as set out on pages 15 to18 of this circular;“Annual Report” the annual report of the Company for the year ended 31December 2012;“Awarded Shares”“Board”“Company”“Directors”“EY”“Group”“Hong Kong”“Latest Practicable Date”“Listing Rules”“Ordinary Resolution(s)”“Repurchase Mandate”the Shares granted to the selected employees (includingDirectors) pursuant to the Share Award Scheme;the board of Directors;Guotai Junan International Holdings Limited (Stock Code:1788), a company incorporated in Hong Kong with limitedliability, the Shares of which are listed on the StockExchange;directors of the Company for the time being;Ernst & Young, Certified Public Accountants;the Company and its subsidiaries;the Hong Kong Special Administrative Region of the PRC;28 March 2013, being the latest practicable date prior to theprinting of this circular for ascertaining certain informationcontained herein;the Rules Governing the Listing of Securities on the StockExchange;the proposed ordinary resolution(s) as referred to in the AGMNotice;a general mandate to be granted to the Directors to exercisethe powers of the Company to repurchase Shares during theperiod as set out in Ordinary Resolution No. 5B up to amaximum of 10% of the aggregate nominal amount of theissued share capital of the Company as at the date of passingof such resolution;— 1 —

DEFINITIONS“PRC”“SFO”“Share(s)”“Share Award Scheme”“Shareholder(s)”“Share Buy-Back Rules”“Share Issue Mandate”“Stock Exchange”“HK$”the People’s Republic of China;the Securities and Futures Ordinance, Chapter 571 of theLaws of Hong Kong;share(s) of HK$0.10 each in the share capital of the Company(or of such other nominal amount as shall result from asubdivision, consolidation, reclassification or reconstructionof the share capital of the Company from time to time);Guotai Junan Share Award Scheme adopted by the Companyon 27 October 2011;holder(s) of Share(s);the relevant rules set out in the Listing Rules to regulate therepurchase by companies with primary listing on the StockExchange of their own securities;a general mandate to be granted to the Directors to exercisethe powers of the Company to allot, issue and deal withShares during the period as set out in Ordinary Resolution No.5A up to 20% of the aggregate nominal amount of the issuedshare capital of the Company as at the date of passing of suchresolution;The Stock Exchange of Hong Kong Limited;Hong Kong dollars, the lawful currency of Hong Kong; and“%” per cent.— 2 —

LETTER FROM THE BOARDGUOTAI JUNAN INTERNATIONAL HOLDINGS LIMITED(Incorporated in Hong Kong with limited liability)(Stock Code: 1788)Executive Directors:Dr. YIM Fung (Chairman)Mr. YAO Wei (Vice Chairman)Mr. LI GuangjieMr. LI Sang EdwardMr. WONG Tung ChingIndependent Non-executive Directors:Dr. FU TingmeiDr. SONG MingMr. TSANG Yiu KeungRegistered office:27/F, Low Block,Grand Millennium Plaza,181 Queen’s Road Central,Hong KongHead office and principal place ofbusiness in Hong Kong:27/F, Low Block,Grand Millennium Plaza,181 Queen’s Road Central,Hong Kong5 April 2013To the ShareholdersDear Sir or Madam,PROPOSALS INVOLVINGGENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,RE-ELECTION OF RETIRING DIRECTORSANDNOTICE OF ANNUAL GENERAL MEETING1. INTRODUCTIONThe purpose of this circular is to provide you with information and to seek your approval of theresolutions regarding the Share Issue Mandate, the Repurchase Mandate, the proposed re-election ofretiring Directors and to provide you with the AGM Notice.2. GENERAL MANDATE TO ISSUE SHARESAt the AGM, an ordinary resolution will be proposed to grant a general mandate to the Directorsof the Company to allot, issue and deal with additional Shares not exceeding 20 per cent. of the issuedshare capital of the Company to provide flexibility to the Company to raise fund by issue of shares— 3 —

LETTER FROM THE BOARDefficiently. On the Latest Practicable Date, there were in issue an aggregate of 1,725,500,000 Shares.On the assumption that no Share will be issued prior to the AGM, exercise in full of the mandate couldresult in up to 345,100,000 Shares being issued by the Company.In addition, an ordinary resolution will also be proposed to authorize an extension of thismandate by adding thereto the aggregate nominal amount of any shares repurchased under the generalmandate to repurchase shares.3. GENERAL MANDATE TO REPURCHASE SHARESAt the AGM, an ordinary resolution will be proposed that the Directors be given a generalmandate to exercise all powers of the Company to repurchase issued and fully paid Shares. Under suchmandate, the number of Shares that the Company may repurchase shall not exceed 10 per cent. of theshare capital of the Company in issue on the date of the resolution. The Company’s authority isrestricted to purchases made on the Stock Exchange in accordance with the Listing Rules of the StockExchange. Based on 1,725,500,000 Shares in issue as at the Latest Practicable Date and on theassumption that no Share will be issued prior to the AGM, exercise in full of the mandate could resultin up to 172,550,000 Shares being repurchased by the Company. The mandate allows the Company tomake or agree to make purchases only up to the date of the next annual general meeting, the date bywhich the next annual general meeting of the Company is required to be held by law or the Articlesof Association of the Company, the date upon which the authority set out in such resolution beingrevoked, varied or renewed by way of ordinary resolution of the Shareholders in general meeting,whichever occurs first.The Directors have no present intention to repurchase any Shares but consider that the mandatewill provide the Company the flexibility to make such repurchase when appropriate and beneficial tothe Company. Such repurchase may enhance the net value of the Company and/or earnings per Share.No repurchase would be made in circumstances that would have a material adverse impact on theworking capital or gearing ratio of the Company.An explanatory statement as required under the Share Buy-Back Rules to be sent to theShareholders, giving certain information regarding the Repurchase Mandate, is set out in Appendix Ihereto.4. RE-ELECTION OF RETIRING DIRECTORSThe Board currently consists of eight Directors, namely Dr. YIM Fung (Chairman and ChiefExecutive Officer), Mr. YAO Wei (Vice Chairman and Deputy Chief Executive Officer), Mr. LIGuangjie, Mr. LI Sang Edward and Mr. WONG Tung Ching, being the executive Directors, Dr. FUTingmei, Dr. SONG Ming and Mr. TSANG Yiu Keung, being the independent non-executive Directors.In accordance with Article 95 of the Articles of Association of the Company. Mr. YAO Wei whowas appointed as an executive Director on 24 August 2012 to fill a casual vacancy arising from theresignation of a director, shall hold office until the next Annual General Meeting, and being eligible,would offer himself for re-election.— 4 —

LETTER FROM THE BOARD7. RESPONSIBILITY STATEMENTThis circular includes particulars given in compliance with the Listing Rules for the purpose ofgiving information with respect to the Company. The information contained herein relating to theCompany has been supplied by the Directors, who collectively and individually accept fullresponsibility for the accuracy of the information contained in this circular and confirm, having madeall reasonable enquiries, that to the best of their knowledge and belief, there are no other facts notcontained in this circular the omission of which would make any statement herein misleading insofaras it relates to the Company.8. RECOMMENDATIONThe Directors believe that the proposals for the Repurchase Mandate, the Share Issue Mandate,the extension of the Share Issue Mandate and the re-election of the retiring Directors are in the bestinterests of the Company and its Shareholders. Accordingly, the Directors recommend that you shouldvote in favour of all relevant resolutions to be proposed at the AGM.Your attention is drawn to the additional information set out in the Appendices to this circular.Yours faithfully,By Order of the BoardGuotai Junan International Holdings LimitedYIM FungChairman— 6 —

APPENDIX IEXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE1. LISTING RULESThe Listing Rules permit companies with a primary listing on the Stock Exchange to repurchasetheir own shares on the Stock Exchange subject to certain restrictions. This appendix serves as anexplanatory statement, as required to be sent to Shareholders in connection with the proposed generalmandate for repurchase of Shares by the Share Buy-Back Rules.2. REASONS FOR REPURCHASESThe Directors believe that it is in the best interests of the Company and its Shareholders for theDirectors to have a general authority from Shareholders to enable the Company to repurchase Sharesin the market. Such repurchases may, depending on market conditions and funding arrangements at thetime, lead to an enhancement of the net asset value per Share and/or earnings per Share and will onlybe made when the Directors believe that such repurchases will benefit the Company and itsShareholders.3. SHARE CAPITALBased on the 1,725,500,000 Shares in issue as at the Latest Practicable Date, and on the basisthat no further Shares are issued or repurchased between the Latest Practicable Date and the date ofthe AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximumof 172,550,000 Shares during the period as set out in Ordinary Resolution No. 5B, representing notmore than 10% of the aggregate nominal amount of the issued share capital of the Company as at theLatest Practicable Date.4. FUNDING OF REPURCHASESIn repurchasing Shares, the Company may only apply funds legally available for such purposein accordance with the Articles of Association of the Company and the applicable laws of Hong Kong.There might be a material adverse impact on the working capital or gearing position of theCompany (as compared with the position disclosed in the audited accounts for the year ended 31December 2012 contained in the Annual Report) in the event that the powers granted pursuant to theRepurchase Mandate was to be exercised in full. However, the Directors do not propose to exercisethe Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effecton the working capital requirements of the Company or the gearing levels which, in the opinion of theDirectors, are from time to time appropriate for the Company.— 7 —

APPENDIX IEXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE5. SHARE PRICESThe highest and lowest prices at which the Shares were traded on the Stock Exchange duringeach of the previous twelve months before the Latest Practicable Date were as follows:Share priceHighest Lowest(HK$) (HK$)April 2012 2.68 2.28May 2012 2.94 2.53June 2012 3.18 2.50July 2012 2.83 2.20August 2012 2.38 2.15September 2012 2.18 1.85October 2012 2.45 2.04November 2012 2.43 2.07December 2012 3.25 2.09January 2013 3.98 3.15February 2013 4.30 3.50March 2013 (up to the Latest Practicable Date) 3.97 3.486. GENERALThe Directors have undertaken to the Stock Exchange that, so far as the same may be applicable,they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicablelaws of Hong Kong.None of the Directors or, to the best of their knowledge, having made all reasonable enquiries,any of their respective associates (as defined in the Listing Rules) have any present intention to sellany Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholdersat the AGM and exercised by the Board.No connected person (as defined in the Listing Rules) of the Company has notified the Companythat it/he has a present intention to sell any Shares to the Company, or has undertaken not to do so,if the Repurchase Mandate is approved by the Shareholders and exercised by the Board.The Repurchase Mandate will expire upon the earliest of: (i) the conclusion of the next annualgeneral meeting of the Company; (ii) the expiration of the period within which the next annual generalmeeting of the Company is required by the Articles of Association or any other applicable laws ofHong Kong to be held; or (iii) the passing of an ordinary resolution by the Shareholders in generalmeeting revoking or varying the authority given to the Directors by the Ordinary Resolution No. 5B.— 8 —

APPENDIX IEXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE7. TAKEOVERS CODEIf as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a shareholder’sproportionate interest in the voting rights of the Company increases, such increase will be treated asan acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group ofShareholders acting in concert (within the meaning under the Takeovers Code), depending on the levelof and increase in the Shareholders’ interest, could obtain or consolidate control of the Company andbecome obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the TakeoversCode.As at the Latest Practicable Date, according to the register of members maintained under section336 of the SFO, the following interests in the Shares were recorded:Name of substantial shareholdersNumber ofShares heldand nature ofinterestsApproximatepercentage ofthe Company’sexisting issuedshare capital(%)Approximatepercentage ofthe Company’sissued sharecapital ifRepurchaseMandate wasexercised infull(%)Shanghai International Group Co., Ltd 1,230,000,000(deemed)Guotai Junan Securities Co., Ltd. 1,230,000,000(deemed)Guotai Junan Financial Holdings Limited 1,230,000,000(deemedGuotai Junan Holdings Limited 1,230,000,000(direct)71.3 79.271.3 79.271.3 79.271.3 79.2Notes:(1) Guotai Junan Holdings Limited, a limited liability company incorporated in BVI, is wholly-owned by Guotai JunanFinancial Holdings Limited.(2) Guotai Junan Financial Holdings Limited, a limited liability company incorporated in Hong Kong, is wholly-owned byGuotai Junan Securities Co., Ltd. () and is deemed to have an interest in the 1,230,000,000Shares held by Guotai Junan Holdings Limited under the provisions of the SFO.(3) Guotai Junan Securities Co., Ltd. (), a limited liability company incorporated in the PRC, isdeemed to have an interest in the 1,230,000,000 Shares held by Guotai Junan Holdings Limited under the provisions ofthe SFO.(4) Shanghai International Group Co., Ltd, a limited liability company incorporated in the PRC, holding approximately46.7% equity interest in Guotai Junan Securities Co., Ltd., is deemed to have interest in the 1,230,000,000 Shares heldby Guotai Junan Holdings Limited under the provision of the SFO.— 9 —

APPENDIX IEXPLANATORY STATEMENT FOR THE REPURCHASE MANDATEAs at the Latest Practicable Date, Shanghai International Group Co., Ltd is deemed to beinterested in 1,230,000,000 Shares, representing approximately 71.3% of the issued share capital ofthe Company. In the event the Directors exercise in full the power to repurchase Shares pursuant tothe Repurchase Mandate, the aforesaid interest of Shanghai International Group Co., Ltd would beincreased to approximately 79.2% of the issued share capital of the Company. The Directors are notaware of any consequences which may arise under the Takeovers Code as a result of any repurchasesmade under the Repurchase Mandate.The Directors do not propose to repurchase Shares which would result in the aggregate amountof the share capital of the Company in public hands reducing to below 25%.8. SHARE REPURCHASES MADE BY THE COMPANYThe Company had not purchased any Shares (whether on the Stock Exchange or otherwise) in the6 months preceding the Latest Practicable Date.— 10 —

APPENDIX IIDETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTEDThis appendix provides you with biographical details of the Directors who will retire from theiroffices at the AGM and, being eligible, will offer themselves for re-election at the AGM, forconsideration of the proposal in relation to the re-election of retiring Directors.YAO Wei ()Aged 35, Mr. Yao is the Vice-Chairman and an executive Director and the Deputy ChiefExecutive Officer of our Group. Mr. Yao joined our parent company Guotai Junan Securities CompanyLimited (“Guotai Junan”) in 2001 as a research analyst. He was later promoted to chief analyst(Deputy Head of Research). In 2008-2011, he was the General Manager in the Sales and TradingDepartment of Guotai Junan and responsible for serving the institutional clients and was also in chargeof the Research Department. Since April 2011, he was the Head of Research Department of GuotaiJunan. Mr. Yao was awarded the “Best Analyst” by “New Fortune ()” consecutively for 5 years.In 2011, he was awarded the “Outstanding Research Leader ()” and appointed a memberof the Professional Securities Analysis and Investment Consultancy Committee () of the Securities Association of China (). Mr. Yao has over 11 years ofexperience in the securities industry. He holds a bachelor and a master degree in engineering from theTsinghua University () (1994-2001).Pursuant to a Service Agreement entered into between Mr. Yao and the Company on 18September 2012, Mr. Yao is appointed for a term of three years and is subject to retirement andre-election provisions in the Articles of Association of the Company. He is entitled to a monthlyremuneration of HK$200,000.00 (payable in 12 equal instalments) and a monthly relocation allowanceof HK$110,000.00 which will be payable as compensation for Mr. Yao’s relocation from the People’sRepublic of China to Hong Kong. The relocation allowance will be paid up to and including 31October 2013. His remuneration is determined by the Board and the Remuneration Committee of theCompany with reference to his duties and responsibilities with the Company, the Company’sperformance and the prevailing market situation and to be authorized by the shareholders of theCompany at the annual general meeting of the Company. Mr. Yao is also entitled to a managementbonus of such amount by reference to the performance of the Group.Mr. Yao is also a director of Guotai Junan Holdings Limited and Guotai Junan Financial HoldingsLimited which are the controlling shareholders of the Company. He is entitled to a monthly emolumentof HK$50,000.00 from the Company’s intermediate holding company, Guotai Junan FinancialHoldings Limited.Mr. Yao has not held any directorship in other listed companies in the past three years. Save asdisclosed above, as at the Latest Practicable Date, Mr. Yao does not have any relationship with anydirectors, senior management, substantial or controlling shareholders of the Company.As at the Latest Practicable Date, Mr. Yao does not have any interest in Shares within themeaning of Part XV of the SFO.WONG Tung Ching ()Aged 41, Mr. Wong is an executive Director and the head of the corporate finance and ECMdivisions of our Group. Mr. Wong joined our Group in October 2000 and is responsible for the overall— 11 —

APPENDIX IIDETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTEDbusiness and marketing matters of corporate finance and equity capital markets business of our Group.Mr. Wong obtained a master degree in Business Administration from the University of Lincolnshire& Humberside (now known as the University of Lincoln) in 2001 and a higher diploma in InternationalTrading from the Shenzhen University () in 1992.Pursuant to a Service Agreement entered into between Mr. Wong Tung Ching and the Companyon 19 June 2010, Mr. Wong is appointed for a term of three years and is subject to retirement andre-election provisions in the Articles of Association of the Company. He is entitled to a monthlyremuneration of HK$184,000.00 payable in twleve equal instalments. His remuneration is determinedby the Board and the Remuneration Committee of the Company with reference to his duties andresponsibilities with the Company, the Company’s performance and the prevailing market situationand to be authorized by the shareholders of the Company at the annual general meeting of theCompany. Mr. Wong is also entitled to a management bonus of such amount by reference to theperformance of the Group.Mr. Wong has not held any directorship in other listed companies in the past three years. As atthe Latest Practicable Date, Mr. Wong does not have any relationship with any directors, seniormanagement, substantial or controlling shareholders of the Company.As at the Latest Practicable Date, Mr. Wong has interest in 1,026,000 Shares (including 526,000Awarded Shares granted on 30 March 2012 under the Share Award Scheme) and 2,500,000 shareoptions conferring rights to subscribe for 2,500,000 Shares of the Company. Save as disclosed above,as at the Latest Practicable Date, Mr. Wong does not have any interest in Shares within the meaningof Part XV of the SFO.SONG Ming ()Aged 51, Dr. Song is an independent non-executive Director of the Company. Dr. Song wasappointed a Director on 19 June 2010. Dr. Song has over 21 years’ experience in research of bankregulation and management, financial market, derivatives and macroeconomics. Between 1991 and1997, Dr. Song was the Associate Professor (tenured) and Assistant Professor at Department ofEconomics, Cleveland State University. Dr. Song is the director of Centre for China FinancialResearch (CCFR) at the University of Hong Kong since 2001 and the Professor and AssociateProfessor (tenured) at Faculty of Business and Economics of the University of Hong Kong since 1997.Dr. Song holds a doctorate degree in Economics from Ohio State University, a master degree ofScience in Mathematics from Huazhong University of Science and Technology () and abachelor degree of Science in Mathematics from Zhejiang University (). Dr. Song wasawarded as the top 500 economists around the world according to 2002 Thomson’s ranking. Dr. Songalso serves on the editorial boards of several financial research journals such as China FinancialResearch and Financial Economics Journal. Dr. Song is appointed as an independent non-executivedirector of the United Laratories International Holdings Limited (Stock code: 3933) since May 2007.Save as disclosed, in the three years preceding the Latest Practicable Date, Dr. Song did not hold anydirectorship in any other listed company.Pursuant to a Letter of Appointment For Independent Non-Executive Director issued by theCompany on 19 June 2010, Dr. Song is appointed for a term of three years and is subject to retirement— 12 —

APPENDIX IIDETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTEDand re-election provisions in the Articles of Association of the Company. He is entitled to an annualremuneration of HK$200,000.00 and a further annual fee of HK$100,000.00 should he be appointedas the chairman of the Board or the Chairman of any committee(s) of the Board. His remuneration isdetermined by the Board and the Remuneration Committee of the Company with reference to hisduties and responsibilities with the Company, the Company’s performance and the prevailing marketsituation and to be authorized by the shareholders of the Company at the annual general meeting ofthe Company.As at the Latest Practicable Date, Dr. Song does not have any relationship with any directors,senior management, substantial or controlling shareholders of the Company.As at the Latest Practicable Date, Dr. Song is interested in 500,000 share options conferringrights to subscribe for 500,000 Shares of the Company. Save as disclosed above, as at the LatestPracticable Date, Dr. Song does not have any interest in Shares within the meaning of Part XV of theSFO.TSANG Yiu Keung ()Aged 59, Mr. Tsang is an independent non-executive Director of the Company. Mr. Tsang wasappointed a Director on 19 June 2010. Mr. Tsang is a professional accountant and a fellow memberof The Hong Kong Institute of Certified Public Accountants, The Association of Chartered CertifiedAccountants and The Institute of Chartered Secretaries and Administrators. Mr. Tsang was with KPMGfor more than 27 years, where he was a senior banking partner until he retired from the firm in 2003.Mr. Tsang is an independent non-executive director and the chairman of the audit committee of L. K.Technology Holdings Limited (Stock code: 558), a company listed on the Stock Exchange, and ChinaCITIC Bank International Limited (formerly known as CITIC Bank International Limited), a licensedbank in Hong Kong and CITIC International Financial Holdings Limited. Mr. Tsang holds a higherdiploma in Accountancy from the Hong Kong Polytechnic (now known as the Hong Kong PolytechnicUniversity). Saved as disclosed above, in the three years preceding the Latest Practicable Date, Mr.Tsang did not hold any directorship in any other listed company.Pursuant to a Letter of Appointment For Independent Non-Executive Director issued by theCompany on 19 June 2010, Mr. Tsang is appointed for a term of three years and is subject to retirementand re-election provisions in the Articles of Association of the Company. He is entitled to an annualremuneration of HK$200,000.00 and a further annual fee of HK$100,000.00 should he be appointedas the chairman of the Board or the Chairman of any committee(s) of the Board. His remuneration isdetermined by the Board and the Remuneration Committee of the Company with reference to hisduties and responsibilities with the Company, the Company’s performance and the prevailing marketsituation and to be authorized by the shareholders of the Company at the annual general meeting ofthe Company.As at the Latest Practicable Date, Mr. Tsang does not have any relationship with any directors,senior management, substantial or controlling shareholders of the Company.— 13 —

APPENDIX IIDETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTEDAs at the Latest Practicable Date, Mr. Tsang is interested in 500,000 share options conferringrights to subscribe for 500,000 Shares of the Company. Save as disclosed above, as at the LatestPracticable Date, Mr. Tsang does not have any interest in Shares within the meaning of Part XV of theSFO.Save as disclosed above and as at the Latest Practicable Date, each of the above Directors doesnot hold any other positions in the Group, nor has any of them held any directorship in other listedpublic companies in the past three years. Other than the aforesaid, in relation to each of the aboveDirectors, there is no information which is discloseable nor is/was he involved in any of the mattersrequired to be disclosed pursuant to any of the requirements of the provision under paragraphs13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matters need to be brought to theattention of the Shareholders in relation to the re-election of the above retiring Directors.— 14 —

NOTICE OF ANNUAL GENERAL MEETINGGUOTAI JUNAN INTERNATIONAL HOLDINGS LIMITED(Incorporated in Hong Kong with limited liability)(Stock Code: 1788)NOTICE OF ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that the Annual General Meeting of Guotai Junan InternationalHoldings Limited (the “Company”) will be held at 28/F., Low Block, Grand Millennium Plaza,No.181 Queen’s Road Central, Hong Kong on Thursday, 9 May 2013 at 2:30 p.m. for the followingpurposes:1. To receive and consider the audited financial statements and reports of the board ofdirectors of the Company (“Board”) and the independent auditor for the year ended 31December 2012.2. To declare a final dividend of HK$0.07 per share for the year ended 31 December 2012.3. To re-elect directors and to authorize the board of directors (“Directors”) to fix theirremuneration.4. To re-appoint Ernst & Young as the auditor of the Company and its subsidiaries for the yearended 31 December 2013 and to authorize the Directors to fix their remuneration.5. And as special business, to consider and, if thought fit, pass with or without modifications,the following resolutions:ORDINARY RESOLUTIONSA. “THAT:(a)(b)subject to paragraph (c) of this Resolution, the exercise by the Directors duringthe Relevant Period (as hereinafter defined) of all the powers of the Company toallot, issue and deal with additional shares in the capital of the Company, and tomake or grant offers, agreements and options (including bonds, warrants anddebentures convertible into shares of the Company) which would or mightrequire the exercise of such power be and the same is hereby generally andunconditionally approved;the approval in paragraph (a) of this Resolution shall authorize the Directorsduring the Relevant Period to make or grant offers, agreements and options(including bonds, warrants and debentures convertible into shares of theCompany) which would or might require the exercise of such power after the endof the Relevant Period;— 15 —

NOTICE OF ANNUAL GENERAL MEETING(c)the aggregate nominal amount of share capital allotted or to be allotted or agreedconditionally or unconditionally to be allotted (whether pursuant to an option orotherwise) and issued by the Directors pursuant to the approval in paragraph (a)of this Resolution, otherwise than pursuant to or in consequence of:(i)(ii)a Rights Issue (as hereafter defined);an issue of shares of the Company upon the exercise of conversion rightsunder the terms of any warrants issued by the Company or any securitieswhich are convertible into shares of the Company;(iii) the exercise of any option under the share option scheme of the Companyor similar arrangement for the time being adopted for the grant or issue ofshares or rights to acquire shares of the Company;(iv) an issue of shares of the Company as scrip dividends or similararrangement providing for the allotment of shares in lieu of the whole orpart of a dividend on shares of the Company pursuant to the Articles ofAssociation of the Company from time to timeshall not exceed 20% of the aggregate nominal amount of the ordinary sharecapital of the Company in issue at the date of passing of this Resolution and thisapproval shall be limited accordingly; and(d)for the purpose of this Resolution,“Relevant Period” means the period from the date of passing of this Resolutionuntil whichever is the earliest of:(i)(ii)the conclusion of the next annual general meeting of the Company;the expiration of the period within which the next annual general meetingof the Company is required by the Articles of Association of the Companyor the Companies Ordinance (Cap 32) to be held; or(iii) the revocation or variation of the authority given under this Resolution byordinary resolution of the shareholders of the Company in general meeting.“Right Issue” means an offer of shares open for a period fixed by the Directorsto holders of shares whose names appear on the register of members on a fixedrecord date in proportion to their then holdings of such shares as at that date(subject to such exclusions or other arrangements as the Directors may deemnecessary or expedient in relation to fractional entitlements or having regard toany restrictions of obligations under the laws of, or the requirements of anyrecognized regulatory body or any stock exchange in, any territory outside HongKong applicable to the Company).”— 16 —

NOTICE OF ANNUAL GENERAL MEETINGB. “THAT:(a)subject to paragraph (b) of this Resolution, the exercise by the Directors duringthe Relevant Period (as hereinafter defined) of all the powers of the Company torepurchase shares in the capital of the Company on The Stock Exchange of HongKong Limited (the “Stock Exchange”) in accordance with all applicable laws, beand is hereby generally and unconditionally approved;(b)the aggregate nominal amount of share capital to be repurchased by the Companypursuant to the approval in paragraph (a) of this Resolution during the Relevantperiod shall not exceed 10% of the aggregate nominal amount of the sharescapital of the Company in issue at the date of passing of this Resolution, and thesaid approval shall be limited accordingly; and(c)for the purpose of this Resolution, “Relevant Period” means the period from thepassing of this Resolution until whichever is the earliest of:(i)the conclusion of the next annual general meeting of the Company;(ii)the expiration of the period within which the next annual general meetingof the Company is required by the Articles of Association of the Companyor the Companies Ordinance (Cap.32) to be held; or(iii) the date upon which the authority set out in this Resolution is revoked,varied or renewed by way of ordinary resolution of the shareholders ingeneral meeting.”C. “THAT conditional upon the passing of Resolutions 5A and 5B above, the generalmandate granted to the Directors to allot, issue and deal with unissued shares pursuantto Resolution 5A be and is hereby extended by the addition thereto of an amountrepresenting the aggregate nominal amount of shares in the capital of the Companyrepurchased by the Company under the authority granted pursuant to Resolution 5B,provided that such amount of shares so repurchased shall not exceed 10% of theaggregate nominal amount of the issued share capital of the Company at the date ofpassing of this Resolution 5C.”6. To transact any other ordinary business.By order of the BoardGuotai Junan International Holdings LimitedLI Sang EdwardCompany SecretaryHong Kong, 5 April 2013— 17 —

NOTICE OF ANNUAL GENERAL MEETINGRegistered Office:27/F Low BlockGrand Millennium PlazaNo. 181 Queen’s Road CentralHong KongNotes:1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint oneor more proxies to attend and on a poll, vote on his behalf. A proxy need not be a member ofthe Company.2. In order to be valid, the proxy form, together with any power of attorney (if any) or otherauthority (if any) under which it is signed, or a notarially certified copy thereof, must bedeposited at the Company’s Share Registrar, Computershare Hong Kong Investor ServicesLimited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soonas possible and in any event not less than 48 hours before the time of the meeting or anyadjournment thereof.3. The register of members of the Company will be closed from Friday, 3 May 2013 to Thursday,9 May 2013, both days inclusive, for ascertaining shareholders’ right to attend and vote at theannual general meeting. During this period, no transfer of shares will be registered. In order tobe entitled to attend the annual general meeting, all transfers accompanied by the relevant sharecertificates must be lodged with the Company’s Share Registrar, Computershare Hong KongInvestor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s RoadEast, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 2 May 2013.4. The register of members of the Company will be closed on Thursday, 16 May 2013 forascertaining shareholders’ entitlement to the proposed final dividend. No transfer of shares willbe registered on that day. In order to qualify for the proposed final dividend to be approved atthe annual general meeting, all transfers accompanied by the relevant share certificates must belodged with the Company’s Share Registrar, Computershare Hong Kong Investor ServicesLimited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 15 May 2013.5. With reference to Resolution 5B above, an explanatory statement containing the informationrelating to the repurchase of shares, as required by the Rules Governing the Listing of Securitieson The Stock Exchange of Hong Kong Limited, will be dispatched to shareholders.As at the date of this notice, the Board comprises five executive directors, being Dr. YIM Fung (Chairman and CEO), Mr. YAOWei (Vice-Chairman and Deputy CEO), Mr. LI Guangjie, Mr. LI Sang Edward and Mr. WONG Tung Ching; and threeindependent non-executive directors, being Dr. FU Tingmei, Dr. SONG Ming and Mr. TSANG Yiu Keung.— 18 —