Haitong Unitrust International Financial Leasing : 2020 REPORT OF THE BOARD; 2020 REPORT OF THE BOARD OF SUPERVISORS; 2020 ANNUAL REPORT; 2020 PROFIT DISTRIBUTION PLAN; RE-APPOINTMENT OF AUDITOR FOR THE YEAR 2021; PURCHASE AND SALE FRAMEWORK AGREEMENT AND ANY TRANSACTIONS CONTEMPLATED THEREUNDER; GRANT OF GENERAL MANDATE IN RELATION TO THE MANAGEMENT OF FUND GRANTING; GRANT OF GENERAL MANDATE IN RELATION TO EXTERNAL GUARANTEES; GRANT OF GENERAL MANDATE TO ISSUE 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 to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Haitong Unitrust International Financial Leasing Co., Ltd., you should at once hand this circular and the accompanying form of proxy and reply slip, to the purchaser or transferee or to the bank, stockbroker 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.

海通恆信國際融資租賃股份有限公司

Haitong Unitrust International Financial Leasing Co., Ltd.

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

(Stock Code: 1905)

2020 REPORT OF THE BOARD

2020 REPORT OF THE BOARD OF SUPERVISORS

2020 ANNUAL REPORT

2020 PROFIT DISTRIBUTION PLAN

RE-APPOINTMENT OF AUDITOR FOR THE YEAR 2021

PURCHASE AND SALE FRAMEWORK AGREEMENT AND

ANY TRANSACTIONS CONTEMPLATED THEREUNDER

GRANT OF GENERAL MANDATE IN RELATION TO THE MANAGEMENT OF

FUND GRANTING

GRANT OF GENERAL MANDATE IN RELATION TO EXTERNAL GUARANTEES

GRANT OF GENERAL MANDATE TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

Haitong Unitrust International Financial Leasing Co., Ltd. will convene the AGM at Haitong Unitrust Tower, No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC on Saturday, May 15, 2021 at 2:00 p.m.. The notice of the AGM is set out on pages 30 to 32 of this circular.

The reply slip and the form of proxy for the AGM have been distributed on Wednesday, March 31, 2021. They have also been published on the website of the Hong Kong Stock Exchange (www.hkexnews.com). Whether or not you are able to attend the AGM, you are advised to read the notice of the AGM and to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. If you intend to appoint a proxy to attend the AGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon. The proxy form should be returned to Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong) for H Shareholders, or to the Company's Registered Office (No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC) for Domestic Shareholders, in any event served by hand or by post not less than 24 hours before the time designated for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof.

If you intend to attend the AGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Company's Registered Office (for Domestic Shareholders) on or before Sunday, April 25, 2021.

Unless otherwise specified, the dates and time contained in this circular are in Hong Kong time.

April 21, 2021

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I - 2020 Report of the Board . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix II - 2020 Report of the Board of Supervisors . . . . . . . . . . . . . . . . .	21
Appendix III - 2020 Report of the Independent Non-executive Directors . . . . . . . . .	25
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	30

- i -

DEFINITIONS

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

"2020 Annual Report"	the annual report of the Company for the financial year ended
	December 31, 2020
"AGM" or "Annual	the annual general meeting to be convened by the Company at Haitong
General Meeting"	Unitrust Tower, No. 599 South Zhongshan Road, Huangpu District,
	Shanghai, the PRC on Saturday, May 15, 2021 at 2:00 p.m.
"Articles of Association"	the articles of association of Haitong Unitrust International Financial
	Leasing Co., Ltd., as amended, supplemented or otherwise modified from
	time to time
"Board" or "Board of	the board of Directors of the Company
Directors"
"Board of Supervisors"	the board of Supervisors of the Company
"Company"	Haitong Unitrust International Financial Leasing Co., Ltd. (海通恆信國
	際融資租賃股份有限公司), a company incorporated in the PRC in July
	2004 and converted into a joint stock limited company on May 27, 2017,
	the H shares of which are listed on the Hong Kong Stock Exchange on
	June 3, 2019 with stock code 1905
"Company Law"	the Company Law of the People's Republic of China, as amended,
	supplemented or otherwise modified from time to time
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	ordinary shares issued by the Company, with a nominal value of
	RMB1.00 each, which are subscribed for or credited as paid in RMB and
	held by a Chinese natural person or an entity established in accordance
	with the laws of the PRC
"Domestic Shareholder(s)"	holder(s) of Domestic Shares
"H Share(s)"	overseas listed foreign shares in the share capital of our Company with a
	nominal value or RMB1.00 each, which are subscribed for and traded in
	Hong Kong Dollars and are listed on the Hong Kong Stock Exchange
"H Shareholder(s)"	holder(s) of H Shares
"HKD" or	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong Dollars"
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited (as amended from time to time)

- 1 -

	DEFINITIONS
"PRC" or "China"	the People's Republic of China, which, for the purpose of this circular,
	excludes Hong Kong, the Macau Special Administrative Region and Taiwan
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Purchase and Sale	the agreement and all its annexes entered into on March 30, 2021 between
Framework Agreement"	the Company and Haitong Securities Co., Ltd. (海通證券股份有限公
	司), the ultimate controlling shareholder of the Company, the details of
	which are set out in the announcement of the Company dated March 30,
	2021
"Share(s)" or	the Domestic Share(s) and H Share(s) of the Company
"Ordinary Share(s)"
"Shareholder(s)" or	holder(s) of Shares of the Company
"Ordinary Shareholder(s)"
"Supervisor(s)"	the supervisor(s) of the Company
"%"	per cent

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LETTER FROM THE BOARD OF DIRECTORS

海通恆信國際融資租賃股份有限公司

Haitong Unitrust International Financial Leasing Co., Ltd.

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

(Stock Code: 1905)

Board of Directors:	Registered Office:
Executive Directors:	No. 599 South Zhongshan Road
Mr. DING Xueqing (Chairman of the Board)	Huangpu District
Ms. ZHOU Jianli	Shanghai
Non-executive Directors:	the PRC
Mr. REN Peng	Headquarters and Principal Place of
Ms. HA Erman	Business in the PRC:
Mr. LI Chuan	Haitong Unitrust Tower
Mr. WU Shukun	No. 599 South Zhongshan Road
Mr. ZHANG Shaohua	Huangpu District
Independent Non-executive Directors:	Shanghai
the PRC
Mr. JIANG Yulin
Mr. YAO Feng	Principal Place of Business in Hong Kong:
Mr. ZENG Qingsheng	40th Floor, Dah Sing Financial Centre
Mr. WU Yat Wai	248 Queen's Road East
Mr. YAN Lixin	Wanchai
	Hong Kong
	April 21, 2021
To the Shareholders,

2020 REPORT OF THE BOARD

2020 REPORT OF THE BOARD OF SUPERVISORS

2020 ANNUAL REPORT

2020 PROFIT DISTRIBUTION PLAN

RE-APPOINTMENT OF AUDITOR FOR THE YEAR 2021 PURCHASE AND SALE FRAMEWORK AGREEMENT AND ANY TRANSACTIONS CONTEMPLATED THEREUNDER

GRANT OF GENERAL MANDATE IN RELATION TO THE MANAGEMENT OF

FUND GRANTING

GRANT OF GENERAL MANDATE IN RELATION TO EXTERNAL GUARANTEES

GRANT OF GENERAL MANDATE TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. Introduction

On behalf of the Board, I invite you to attend the AGM to be convened at Haitong Unitrust Tower, No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC on Saturday, May 15, 2021 at 2:00 p.m..

The purpose of this circular is to provide you with the notice of the AGM and all reasonably necessary information, to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

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LETTER FROM THE BOARD OF DIRECTORS

II. Matters to be considered at the AGM

Ordinary resolutions will be proposed at the AGM to approve (1) the report of the Board for the year 2020 (the "2020 Report of the Board"); (2) the report of the Board of Supervisors for the year 2020 (the "2020 Report of the Board of Supervisors"); (3) the 2020 Annual Report; (4) the profit distribution plan for the year 2020 (the "2020 Profit Distribution Plan"); (5) the re-appointment of auditor for the year 2021; (6) the Purchase and Sale Framework Agreement and any transactions contemplated thereunder; and (7) the grant of general mandate in relation to the management of fund granting.

Special resolutions will be proposed to approve (8) the grant of general mandate in relation to the external guarantees; and (9) the grant of general mandate to issue Shares.

Pursuant to the relevant regulatory requirements, the Articles of Association and the Independent Non-executive Director Work Rules, the report of the independent non-executive Directors for the year 2020 (the "2020 Report of the Independent Non-executiveDirectors") is a matter to be reported to the Annual General Meeting but not subject to Shareholders' approval. For details of the 2020 Report of the Independent Non-executive Directors, please refer to "Appendix III - 2020 Report of the Independent Non-executive Directors".

Ordinary resolutions:

1. 2020 Report of the Board

An ordinary resolution will be proposed at the AGM to consider and approve the 2020 Report of the Board. Details of the aforesaid 2020 Report of the Board are set out in Appendix I to this circular.

2. 2020 Report of the Board of Supervisors

An ordinary resolution will be proposed at the AGM to consider and approve the 2020 Report of the Board of Supervisors. Details of the aforesaid 2020 Report of the Board of Supervisors are set out in Appendix II to this circular.

3. 2020 Annual Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2020 Annual Report dispatched to the Shareholders.

4. 2020 Profit Distribution Plan

Pursuant to relevant laws, regulatory requirements and the Articles of Association, the Company formulated the following 2020 Profit Distribution Plan:

Based on the total share capital of 8,235,300,000 Shares as at December 31, 2020, cash dividends of RMB0.15 per 10 Shares (tax inclusive) will be distributed, amounting to RMB123,529,500.00 (tax inclusive) in aggregate. After the cash dividend distribution, retained profits of the Company of RMB2,472,043,899.57 will be carried forward to the following year.

The 2020 annual dividend of the Company is expected to be paid on or before Friday, July 30, 2021, subject to the consideration and approval by the AGM of the 2020 Profit Distribution Plan. According to the Articles of Association, the proposed 2020 annual dividend will be paid to the holders of Domestic Shares and holders of H Shares in RMB and Hong Kong Dollars, respectively. The actual distribution amount in Hong Kong Dollars shall be determined with reference to the average mid-price of exchange rate between RMB and Hong Kong Dollars announced by the People's Bank of China one week immediately prior to the date of the AGM.

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LETTER FROM THE BOARD OF DIRECTORS

Once the 2020 Profit Distribution Plan is approved at the AGM, the 2020 annual dividend will be paid to the Shareholders whose names appear on the share register of the Company on Tuesday, June 22, 2021. For the purpose of determining the entitlement of Shareholders to receive the 2020 annual dividend, the register of members of the Company will be closed from Thursday, June 17, 2021 (inclusive) to Tuesday, June 22, 2021 (inclusive). In order to qualify for receiving the 2020 annual dividend, H Shareholders and Domestic Shareholders should ensure 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, and to the Company's registered office at No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC, respectively, before 4:30 p.m. on Wednesday, June 16, 2021.

Taxes

Tax for H Shareholders

Pursuant to the Notice of Certain Issues on the Policies of Individual Income Tax by the Ministry of Finance and the State Taxation Administration (Cai Shui Zi [1994] No. 020) 《( 財政部、國家 稅務總局關於個人所得稅若干政策問題的通知》 (財稅字[1994]020號)), overseas individuals

are for the time being exempt from the individual income tax of the PRC for the dividends and bonuses from foreign-invested enterprises. As the Company is a foreign-invested enterprise, overseas individual shareholders who are interested in the H Shares of the Company and whose names appeared in the register of holders of H Shares of the Company at the time of distribution of dividends of the Company shall not be subject to individual income tax of the PRC. Pursuant to the Notice of the State Administration of Taxation on the Issues Concerning Withholding the Enterprise Income Tax

on the Dividends Paid by Chinese Resident Enterprises to Holders of H Shares Which Are Overseas Nonresident Enterprises (Guo Shui Han [2008] No. 897)(《國家稅務總局關於中國居民企業向境外 H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)), a

PRC resident enterprise, when distributing dividends for 2008 and for the years afterwards to holders of H Shares who are overseas non-resident enterprises, shall be subject to the enterprise income tax withheld at a uniform rate of 10%.

Domestic Shareholders Investing through Shenzhen-Hong Kong Stock Connect

Pursuant to the Notice of the Ministry of Finance, the State Administration of Taxation, the

China Securities Regulatory Commission on Tax Policies for Shenzhen-Hong Kong Stock Connect Pilot Program (Cai Shui [2016] No. 127) 《( 財政部、國家稅務總局、證監會關於深港股票市場 交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)), for dividends received by

domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the H share companies shall apply to China Securities Depository and Clearing Corporation Limited ("CSDC") for the provision of a register of domestic individual investors from CSDC to the H share companies, based on which the H share companies shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic individual investors from investing in non-H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, CSDC shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. Individual investors who have paid the withholding tax abroad may apply for a tax credit with the competent tax authorities under CSDC with a valid tax deduction certificate.

Dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect shall be subject to the individual income tax as mentioned above.

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LETTER FROM THE BOARD OF DIRECTORS

Dividends received by domestic enterprise investors from investing in shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect shall be included in their total income and shall be subject to the enterprise income tax. Dividends received by domestic resident enterprises which have been holding the H shares continuously for no less than 12 months shall be exempted from the enterprise income tax according to law. H share companies listed on the Hong Kong Stock Exchange shall apply to CSDC for the provision of a register of domestic enterprise investors from CSDC to the H share companies, based on which the H share companies will not withhold and pay the income tax on behalf of the domestic enterprise investors in respect of the dividend received and those domestic enterprise investors shall report and pay the relevant tax themselves. When domestic enterprise investors report their enterprise income tax, they may apply for a tax credit for any income tax withheld and paid by non-H share companies listed on the Hong Kong Stock Exchange in respect of the dividends received according to law.

The 2020 Profit Distribution Plan was considered and approved by the Board on March 30, 2021 and is hereby proposed to the AGM for Shareholders' consideration and approval.

5. Re-appointment of Auditor for the Year 2021

An ordinary resolution will be proposed at the AGM to consider and approve the re-appointment of Deloitte Touche Tohmatsu as the external auditor of the Company for the year 2021 for a term until the conclusion of the next annual general meeting of the Company. It is also proposed that the Shareholders authorize the Board at the AGM and that the Board further delegate the management to determine the remuneration of the auditor.

6. Purchase and Sale Framework Agreement and Any Transactions Contemplated Thereunder

The ordinary resolution regarding the Purchase and Sale Framework Agreement and any transactions contemplated thereunder will be proposed at the AGM for consideration and approval.

Reference is made to the announcement of the Company dated March 30, 2021. The disposal of the properties as contemplated under the Purchase and Sale Framework Agreement constitutes connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio for the disposal is higher than 5% but less than 25%, the disposal is subject to reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. As additional time is required by the Company to prepare the relevant contents of this resolution, the Company will publish a supplemental circular to disclose the details of this resolution as soon as practicable.

7. General Mandate in relation to the Management of Fund Granting

In order to expand financing channel, increase income from temporarily idle funds and improve the efficiency of daily capital management of the Company, it is proposed at the AGM to authorize the Board and approve the Board to further delegate the general manager on capital management matters as stated below:

1. Matters on Debt Financing

In order to conduct debt financing effectively, it is proposed at the Shareholders' general meeting to authorize the Board and approve the Board to further delegate the general manager to determine, in his/her absolute discretion, all matters related to the issuance of onshore and

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LETTER FROM THE BOARD OF DIRECTORS

offshore debt financing instruments in accordance with the requirement of relevant laws and regulations, subject to the authorization framework and principle of the Board as approved by the Shareholders' general meeting, with a view to safeguarding the best interests of the Company, including but not limited to:

1. Confirm the types of debt financing, formulate and implement specific plans of issuance and decide on specific matters regarding the issuance and listing of debt financing products in accordance with national laws and regulations, relevant regulations and policies of the regulatory authorities and relevant internal resolutions, including but not limited to: negotiating with the lead underwriters to confirm or adjust the types of issuance, amount of each type and whether to issue in tranches according to the needs of the Company and market conditions, determining the arrangements of issuance amount in each tranche, timing of issuance, term and way of principal and interest repayment, way of issuance and whether there should be any put or redemption provision within the term of registration notice or regulatory approval, as well as determining and engaging the intermediaries, determining way of underwriting, pricing method, coupon rate or its determination, details of use of proceeds, measures to ensure repayment, credit-related issues such as guarantee and the issuance and listing of debt financing products.

1. Types of financing products: Types of financing products include but are not
   limited to: short-term commercial papers, ultra-short-term commercial papers, medium-term notes, perpetual medium-term notes, private placement notes, corporate bonds, private equity corporate bonds, renewable corporate bonds, asset-backed securities/notes/plans (including public or private placement products of the Shanghai Stock Exchange, the National Association of Financial Market Institutional Investors, the China Banking and Insurance Regulatory Commission and other relevant institutions), single/collective asset management plans, project income bonds, debt financing plans, panda bonds/U.S. dollar bonds, green bonds, and other types of financing products as approved by laws and regulations. The debt financing referred to in this resolution does not contain any conversion clauses.
2. Maturity: The maturity of fixed-term corporate debt financing instruments shall not exceed 10 years (including 10 years), which can be either a single term or a mixed variety of terms. Corporate debt financing instruments with no fixed maturity are not subject to the above maturity restrictions.
3. Interest rate and related financing costs: Interest rate and related financing costs of debt financing and the calculation and payment methods are determined in accordance with market conditions and relevant requirements.
4. Issuer and issuance amount: Debt financing will be severally or jointly issued by the Company or its direct or indirect subsidiaries.
   Subject to the scale of the domestic and overseas debt financing instruments of Haitong Securities Co., Ltd., it is proposed at the Shareholders' general meeting to authorize the Board and approve the Board to further delegate the general manager to issue the following products with a total value of no more than 400% of the net assets of the Company as at the end of the current period: short-term commercial papers, ultra-short-term commercial papers, medium-term notes,
5. • 7 -

LETTER FROM THE BOARD OF DIRECTORS

perpetual medium-term notes, private placement notes, corporate bonds, private equity corporate bonds, renewable corporate bonds, asset-backed securities/ notes/plans (including public or private placement products of the Shanghai Stock Exchange, the National Association of Financial Market Institutional Investors, the China Banking and Insurance Regulatory Commission and other relevant institutions), single/collective asset management plans, project income bonds, debt financing plans, panda bonds/U.S. dollar bonds, green bonds, and other types of financing products as approved by laws and regulations.

1. 1. Guarantees and other credit enhancement arrangements: Guarantees and other credit enhancement arrangements are determined in accordance with the features of debt financing products and financing needs.
   2. Use of proceeds: Proceeds from debt financing of the Company will be used, among others, to meet its business operation needs, adjust its debt structure, replenish its liquidity and/or project investment. Specific use of the proceeds will be determined in accordance with the capital needs of the Company.
2. Amend and adjust, if necessary, the issuance proposals and relevant issuance documents in accordance with the opinions of regulatory authorities and/or changes of market conditions.
3. Negotiate the issuance and listing of debt financing products on behalf of the Company, approve, execute, implement, amend and complete all the agreements and documents regarding debt financing, credit agreements, guarantees and other credit enhancement of the Company, and disclose information as required by applicable laws, regulations and relevant rules.

4.	Adjust matters regarding debt financing of the Company in accordance with
	the opinions of regulatory authorities, changes in policies or changes of market
	conditions, or determine whether to continue all or part of debt financing of the
	Company in accordance with the actual circumstance, except for matters subject to re-
	voting at the Shareholders' general meeting under applicable laws, regulations and the
	Articles of Association.

1. 1. Take all the necessary actions or decide on other specific matters regarding issuance or listing.
2. Other Financing Matters
3. 1. It is proposed at the Shareholders' general meeting to authorize the Board and approve the Board to further delegate the general manager to approve a syndicated loan with a single financing amount equivalent to no more than RMB10 billion (including the amount) and a single withdrawal amount of no more than 5% of the net assets (including the amount), provide guarantees and other credit enhancement arrangements, and approve the execution of relevant agreements and documents.

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LETTER FROM THE BOARD OF DIRECTORS

1. 2. Credit/framework agreement: It is proposed at the Shareholders' general meeting to authorize the Board and approve the Board to delegate the general manager to approve the debt financing of the Company and its subsidiaries in a single amount equivalent to no more than RMB10 billion (including the amount), provide guarantees and other credit enhancement arrangements, and approve the signing of relevant documents.

2. Authorization Period
   The above authorization matters shall be valid until 36 months from the date of approval

by the AGM of the Company. If the Board or its authorized person has decided on the fund management matters of the Company within the authorization period, and the Company has also obtained the approval or permission from, or has completed the filing or registration with, regulatory authorities (if applicable) within the authorization period, the Company may complete its fund management matters within the valid period as confirmed under the approval, permission, filing or registration.

If the above fund management matters shall be subject to the approval procedures of the Board and the Shareholders' general meeting under the Articles of Association and the Listing Rules and other relevant requirements, the relevant approval procedures shall be performed accordingly and the disclosure obligations under applicable laws and regulations shall be complied with in a timely manner.

The aforesaid resolutions were considered and approved by the Board on March 30, 2021 and are hereby proposed at the AGM for consideration and approval.

Special resolutions:

8. General Mandate to External Guarantees

Pursuant to the requirements of the relevant laws and regulations including the Company Law and the Articles of Association, in order to improve the efficiency of daily operation and management of the Company, it is proposed at the AGM to authorize certain guarantees of the Company and its subsidiaries accounted within the scope of the combined statements, i.e. the Board be approved at the AGM to decide on the provision of guarantees by the Company and its subsidiaries for the subsidiaries of the Company directly or indirectly controlled by the Company with an asset-liability ratio of over 70% for the purpose of credit enhancement, and the Board be approved to further authorize within the above guarantee limit that the management of the Company decides on the matters regarding guarantees within the following limit (including but not limited to deciding on the methods for external guarantees, entering into specific guarantee agreements and timely performing information disclosure obligations in accordance with the relevant laws and regulations): (1) any single guarantee with an amount not exceeding 5% of the latest audited net assets of the Company; (2) any external guarantee provided by the Company with a total amount not exceeding 20% of the latest audited total assets of the Company; (3) any external guarantee provided by the Company and its subsidiaries with a total amount not exceeding 30% of the latest audited net assets of the Company and such subsidiaries.

If any of the guarantees above is subject to the approval of the Board or at the Shareholders' general meeting in accordance with the requirements of the Listing Rules and the Articles of Association regarding the approval of external guarantees, the relevant approval procedures shall be performed in accordance with the relevant requirements.

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LETTER FROM THE BOARD OF DIRECTORS

The mandate above shall be effective for 24 months from the date of approval at the AGM.

The aforesaid resolution was considered and approved by the Board on March 30, 2021 and is hereby proposed at the AGM for consideration and approval.

9. General Mandate to Issue Shares

A special resolution will be proposed at the AGM to approve the general mandate to issue new Domestic Shares and H Shares of the Company. In order to meet the business development needs of the Company, to reduce its financing costs and to grasp the favourable opportunities in the market, the Board will, in accordance with the applicable laws, regulations, other regulatory documents and capital market practices, propose the following at the AGM for consideration and approval:

1. General Mandate to Issue Shares
2. 1. Subject to the conditions set out in (ii) below, a resolution will be proposed at the AGM to authorize the Board and that the Board further delegate the Chairman and his authorized person(s) to issue Shares (H Shares and/or Domestic Shares) during the relevant period (as defined below).
   2. The numbers of H Shares and Domestic Shares authorized to be issued under the approval shall not exceed 20% of the total numbers of H Shares and Domestic Shares in issue of the Company as at the date of this resolution being approved at the AGM, respectively.
   3. For the purpose of this resolution:

"relevant period" means the period from the date of the passing of this special resolution until whichever is the earlier of:

1. the date of expiry of 12 months after the passing of this resolution;
2. the conclusion of the next annual general meeting after the passing of this resolution (unless extended by the passing of a special resolution at that meeting (whether or not subject to conditions), such mandate will be lapsed); or
3. the date on which such mandate granted under this resolution is revoked or amended by a special resolution at the general meeting of the Company.

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LETTER FROM THE BOARD OF DIRECTORS

1. Related Authorization

It is proposed at the AGM to grant the Board and that the Board further delegate the Chairman and his authorized person(s) the general mandate to issue Shares, to deal with all matters related to the general mandate to issue Shares at their sole discretion, which include but are not limited to the following:

1. to determine the allotment, issuance and processing of Domestic Shares and/or H Shares individually or simultaneously, as well as the terms and conditions of the allotment, issuance and processing of new Shares, including but not limited to:
2. 1. the class and numbers of the Shares proposed to be issued;
   2. pricing method and/or issue price (including the range of pricing);
   3. the first and last date of the issuance;
   4. the class and numbers of the new Shares proposed to be issued to existing Shareholders; and/or;
   5. the making or granting of offers, agreements, options, convertible rights or other rights which might require the exercise of such powers.
3. the number of the Domestic Shares or H Shares (excluding the Shares issued by way of the conversion of surplus reserve into share capital) to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board or the Chairman and his authorized person(s) separately or simultaneously in accordance with the general mandate above shall not exceed 20% of the number of the Domestic Shares and/or H Shares of such class in issue of the Company at the time when this resolution is passed at the AGM of the Company.
4. where the Board or the Chairman and his authorized person(s) have, during the relevant period, decided to allot, issue and deal with the Domestic Shares and/ or H Shares, and the Company also has, during the relevant period, obtained the relevant approval, permission from, or registration (if applicable) with the regulatory authorities, the Board or the Chairman and his authorized person(s) may, during the effective period of such approval, permission or registration, complete the relevant allotment, issuance and disposal of such Shares.
5. to authorize the Board or the Chairman and his authorized person(s) to obtain an approval from all relevant government departments and/or regulatory authorities (if applicable) in accordance with the applicable laws (including but not limited to the Company Law, the Listing Rules, etc.) to exercise the general mandate.
6. to authorize the Board or the Chairman and his authorized person(s) to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the allotment, issuance and disposal of any new Shares under the general mandate, handle the necessary procedures and take other necessary actions.

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LETTER FROM THE BOARD OF DIRECTORS

1. to authorize the Board or the Chairman and his authorized person(s) to increase the registered capital of the Company and make appropriate and necessary amendments to the Articles of Association in accordance with the way, type and number of the allotment and issuance of new Shares of the Company and the actual shareholding structure of the Company upon completion of the allotment and issuance of new Shares.
2. if the Company carries out the allotment and issuance of new Shares based on the limit of the general mandate of the previous year but fails to complete the issuance before the expiration of the general mandate of the previous year, the allotment and issuance may continue subject to the limit of the general mandate of the current year.
   If under the prevailing rules of regulatory authorities, even if the aforesaid general mandate has been obtained, the issue of such Shares by the Company is still subject to the approval at the Shareholders' general meeting, the relevant procedures shall be completed in accordance with such regulatory requirements.

The aforesaid resolution was considered and approved by the Board on March 30, 2021 and is hereby proposed at the AGM for consideration and approval.

III. The AGM

The reply slip and the form of proxy for the AGM have been distributed on Wednesday, March 31, 2021. They have also been published on the website of the Hong Kong Stock Exchange (www.hkexnews.com).

If you intend to appoint a proxy to attend the AGM, you are required to complete the proxy form in accordance with the instructions printed thereon. The proxy form should be returned to Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong) for H Shareholders, or to the Company's registered office (No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC) for Domestic Shareholders in any event not less than 24 hours before the time designated for holding the AGM or any adjournment thereof in person or by post. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

If you intend to attend the AGM in person or by proxy, you are required to complete and return the reply slip and return the same to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Company's registered office (for Domestic Shareholders) on or before Sunday, April 25, 2021.

For the purpose of determining the entitlement of Shareholders to attend the AGM, the register of members of the Company will be closed from Thursday, April 15, 2021 (inclusive) to Saturday, May 15, 2021 (inclusive). To attend the AGM, the Shareholders shall, before 4:30 p.m. on Wednesday, April 14, 2021, submit the share transfer documents and the relevant share certificates to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for H Shareholders, or to the Company's registered office, at No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC for Domestic Shareholders.

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LETTER FROM THE BOARD OF DIRECTORS

IV. 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. As such, all resolutions proposed at the AGM will be voted by poll.

V. Recommendations

The Board considers that all resolutions to be proposed at the AGM are in the interests of the Company and its Shareholders as a whole. The independent non-executive Directors will provide recommendation on the Purchase and Sale Framework Agreement and any transactions contemplated thereunder based on the advice of the independent financial advisor, and the Company will publish a supplemental circular as soon as practicable. As such, the Board recommends you to vote in favor of all resolutions proposed at the AGM.

Yours faithfully,

By order of the Board of Directors

Haitong Unitrust International Financial Leasing Co., Ltd.

DING Xueqing

Chairman

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APPENDIX I	2020 REPORT OF THE BOARD

In 2020, in strict accordance with the duties conferred by the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other relevant laws and regulations, as well as the Articles of Association of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Articles of Association"), the Rules of Procedure for the Board of Directors of the Company and other rules, the Board of Directors of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Company") had duly convened and held meetings of the Board and Shareholders' general meetings to decide on significant matters of the Company, in order to effectively safeguard the interests of the Company and be representation for all Shareholders. The Board conscientiously implemented the resolutions passed at Shareholders' general meetings and continued to standardize the corporate governance of the Company, which has ensured that the Board makes scientific decisions and operate in a standardized manner and has effectively safeguarded the interests of the Company and all Shareholders. The work of the Board for 2020 is hereby reported as follows:

1. OVERALL OPERATION OF THE COMPANY

In 2020, the Company took efficient measures in response to the impact of COVID-19, to embrace the changes in industry development, intensified market competition, increased credit risks and other serious challenges. The Group adhered to the operating strategies of "cross-border thinking, promoting innovation, strengthening our capacity and grasping business opportunities". Based on development strategy of "One Body, Two Wings; One Big and One Small", the Group effectively served the real economy and supported the pandemic prevention and control. Good results were achieved in terms of overall growth, risk control, business expansion and financing guarantee.

1. Actively taking up corporate social responsibilities and financially supporting the precautionary measures against COVID-19

In 2020, the Company actively fulfilled its social responsibilities by providing more targeted services for the real economy and financing services to micro, small and medium enterprises and built a positive enterprise image, contributing to the harmonious development of the economy, society and the environment.

After the outbreak of COVID-19, the Company immediately started an integrated response mechanism to combat against the pandemic. With the safety and health of our employees as our top priority, the Company mobilized employees all over China to formulate and strictly implement COVID-19 prevention measures, including postponement of onsite duties, resumption of work by shift, consolidation of employee information, procurement of COVID-19 prevention materials and promotion of COVID-19 prevention knowledge. These measures resulted in effective prevention and control with zero infection among our employees. The Company maintained its strict COVID-19 prevention measures in its daily operation although the spread of COVID-19 has stabilized in China. The Company also imposed travel restriction, nucleic acid testing and other contingent measures based on the latest situation of COVID-19 across China.

In order to support the regions stricken by COVID-19, the Company donated RMB3 million upon approval of the Board. In addition, the Company organized employee charitable activities and raised a total of approximately RMB420,000 from employees, which was promptly remitted to "Haitong Charity Fund" (海通公益專項基金) to facilitate centralized donation allocation. In addition, the Company also took part in the charitable activity for donating sympathy gifts and precautionary supplies to frontline workers who were fighting against COVID-19 in Huangpu District. In 2020, in response to COVID-19, the Company launched specific customer services and supporting policies to assist micro and small enterprises ("MSEs" and each an "MSE"), manufacturers of precautionary materials, logistics and transportation companies, and other enterprises and individuals assisting in fighting against COVID-19 to weather through the tough times.

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APPENDIX I2020 REPORT OF THE BOARD

In 2020, the Company was awarded the Top 10 Innovative Cases (十佳創新案例), the Contribution Award for Combating COVID-19 (抗擊新冠肺炎疫情貢獻獎) and the Contribution

Award for Poverty Alleviation (扶貧貢獻獎) by Shanghai Leasing Industry Association.

1. Maintaining the stability of scale and revenue by coping with challenges brought by COVID-19 with various measures

In 2020, the Company thoughtfully assessed and analyzed the prevailing situation and made prompt responses. The Company maintained sound and stable development and achieved steady growth. Through comprehensive measures to alleviate the impact of COVID-19 and to resume business operation gradually, the Company integrated online and offline services to increase the level and efficiency of business operation and to establish an ecosystem for customers. The Company was able to maintain its scale of assets and revenue. As at December 31, 2020, the total assets and total equity of the Company1 amounted to RMB108,142 million and RMB15,854 million, respectively, representing an increase of 9.2% and 3.7%, respectively, as compared with December 31, 2019. In 2020, the total revenue of the Company amounted to RMB7,915 million, representing an increase of 10.8% compared with last year. The profit for the year of the Company amounted to RMB1,116 million.

1. Serving the real economy and improving investments in business through structure optimization

Adhering to its objective of serving the real economy and strictly implementing its strategies of "One Body, Two Wings" and "One Big and One Small", the Company put efforts in developing localized segments and further optimized its assets and investment structure. The Company focused on the development of business related to industrials, infrastructure, transportation & logistics and other key sectors and improved its services to high quality micro, small and medium enterprises

• retail customers by capitalizing on fin-tech. The strategic target of the Company was mainly on "high-quality" development. The Company has paid close attention to adjustments in the industry and grasped opportunities in the market arising after the outbreak of COVID-19. Through promoting the development of localized business segments and improving the allocation of assets among industries, the Company successfully attracted high quality customers and retained existing customers and achieved a breakthrough in terms of investments in business. In 2020, the Company put great efforts in minimizing the impact of the pandemic by restructuring its assets and increasing its investments in industries with higher risk resistibility. The Company invested RMB60,440 million in its business, representing an increase of 4.6% compared with the same period last year, including investments in retail business and institutional business of RMB29,070 million and RMB31,370 million, respectively, achieving a balanced business development.

1 Financial information of this resolution is consolidated financial information denominated in RMB.

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APPENDIX I	2020 REPORT OF THE BOARD

(IV) Diversified financing channels by leveraging on its credit advantages and maintaining the balance of assets and liabilities structure

The Company continued to develop diversified and stable financing channels and introduced innovative financing instruments and methods to effectively safeguard the business operation. Through improving the management of liquidity risk and liabilities structure, the Company was able to balance its financing and business and the duration of assets and liabilities. As at December 31, 2020, the Company established credit relationships with 71 financial institutions and signed accumulative credit lines of approximately RMB111.2 billion, of which the unused credit balance was approximately RMB47.3 billion. In respect of innovative financing instruments, the Company issued the first asset-backed notes for listed companies for the purpose of the prevention and control of COVID-19 in March 2020, with an aim to raise fund to support entities and enterprises which were fighting against COVID-19. With diversified financing channels, the financing cost of the Company continued to decrease. In 2020, average cost of interest-bearing liabilities of the Company was 4.34%, representing a decrease of 24 basis points as compared with last year.

(V) Strengthening risk resistibility through improving proactive risk management system

The Company continued to improve its comprehensive risk management system covering all procedures, segments and aspects, implemented proactive risk management, adjusted its risk management strategies in a timely manner, embedded various risk management throughout its business operations and promoted a deeper integration of big data and risk models with the approval system to further enhance its risk identification and quantitative risk management capabilities. In addition, the Company strengthened its risk prevention and handling capabilities through proactive asset allocation management in response to risk events and increased efforts in asset disposals. The Company strived to improve the risk prevention of new business. The emphasis of the support was placed on the introduction of projects in sectors of higher risk tolerance, such as infrastructure and construction. Greater support was given to customers in the sectors such as information technology ("IT"), medical and advanced manufacturing. The Company also paid close attention to and continuously monitored the operating conditions of customers and investigated and prudently assessed the impact of the pandemic on its assets quality in a timely manner and increased its allowance to enhance its risk resistibility. During the Reporting Period, the overall asset quality of the Company remained stable and the NPA ratio was maintained at a safe and controllable level with stronger risk resistibility. As at December 31, 2020, the NPA ratio and allowance coverage ratio for NPAs was 1.10% and 255.16%, respectively.

(VI) Strengthening compliance management of all employees and continuously improving the compliance governance system

The Company continued to adhere to its compliance concept of "compliance in operation and of all employees and the management, as compliance is vital for creation of value and fundamental for the existence of the Company". The compliance management was strengthened in various aspects such as improvement of systems and regulations and supervision of implementation of systems to enhance its compliance governance. In 2020, the Company continued to pay close attention to the changes in regulatory policies on financial and financial leasing industry and proactively took measures to be in compliance with regulatory requirements. The Company also optimized the system management mechanism to strengthen the integration of business and policies in accordance with its business development. Through continuous measures such as introducing systems, compliance review, compliance inspections, compliance assessment and adopting compliance accountability system, the implementation of various systems was supervised and the principle of managing employees and events in accordance with the systems was established.

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APPENDIX I	2020 REPORT OF THE BOARD

(VII) Streamlining procedures to improve efficiency and putting efforts in raising quality and efficiency and reducing costs

To continuously optimize the internal management, the Company conducted wide-ranging business training to promote efficient cooperation among the front, middle and back offices and the supportive and management functions. In addition, the Company further promoted the fin- tech strategies to improve its service efficiency with the use of fin-tech. The handling efficiency of procedures for, and management of, business expansion, project approval and capital investment, and the customer services experience was improved. The Company further improved its capital management and cost management to balance the financing and capital investment. The Company also improved the efficacy of its capital use and lowered interests and other expenses to reduce costs while enhancing its efficiency.

II. PERFORMANCE OF DUTIES BY THE BOARD IN 2020

In 2020, the Board continued to perform its duties in strict compliance with the requirements of the Company Law and the Articles of Association and acted in the best interests of the Company and Shareholders. It reported work to the Shareholders' general meeting, implemented the resolutions passed the Shareholders' general meetings and was accountable to the Shareholders' general meeting. To enable smooth operation, the Board and its professional committees formulated strategies and supervised their implementation, monitored the operation and financial performance of the Company, and ensured that the internal control and risk management system of the Company is in place. All Directors have contributed their wide range of business experience and professional knowledge to the efficient operation of the Board.

1. The Board and its professional committees operated effectively and made major decisions in a scientific and transparent manner

In accordance with the relevant regulatory requirements and in view of the actual needs of the development of the Company, the Board effectively convened meetings to facilitate all Directors to participate in the decision-making with their own expertise and extensive experiences, in order to improve the transparency of information and the level of scientific decision-making of the Board and effectively support the development of the Company.

In 2020, the Company held a total of 6 meetings of professional committees under the Board, which enabled professional committees to play an effective role of consulting, decision-making and control. The Company held a total of 12 meetings of the Board, at which the resolutions on, among others, business development, asset transactions, external donations, system improvement, review of reports, profit distribution, election of new session of the Board, senior management recruitment, establishment of subsidiaries, authorization for provision of guarantees, authorization for investment, authorization for additional issuance of shares and changes on corporate information were considered and approved.

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APPENDIX I	2020 REPORT OF THE BOARD

The attendance of all Directors at the meetings of the Board is as follows:

			Attendance at meetings of the Board
		Required
		attendance
		at meetings				Whether or
		of the Board				not absent
	Independent	during the	Number of	Number of		from two
	non-executive	Reporting	attendances	attendances	Number of	consecutive
Name of Director	or not	Period	in person	by proxy	absences	meetings
Ren Peng	No	12	12	0	0	No
Ding Xueqing	No	12	12	0	0	No
Ha Erman	No	12	12	0	0	No
Li Chuan	No	12	12	0	0	No
Zhou Jianli	No	12	12	0	0	No
Wu Shukun	No	12	11	1	0	No
Zhang Shaohua	No	12	12	0	0	No
Jiang Yulin	Yes	12	12	0	0	No
Yao Feng1	Yes	8	8	0	0	No
Yo Shin2	Yes	10	10	0	0	No
Zeng Qingsheng	Yes	12	12	0	0	No
Wu Yat Wai	Yes	12	12	0	0	No
Yan Lixin3	Yes	8	8	0	0	No

Note 1: Mr. Yao Feng has been an independent non-executive Director of the Company since May 2020.

Note 2: Mr. Yo Shin ceased to serve as an independent non-executive Director of the Company with effect from December 2020.

Note 3: Mr. Yan Lixin has been an independent non-executive Director of the Company since May 2020.

2. Strict implementation of resolutions passed at Shareholders' general meetings to actively safeguard the lawful rights of Shareholders

In 2020, the Company held a total of 3 Shareholders' general meetings, at which the resolutions on, among others, profit distribution, amendments to the Articles of Association, election of new session of the Board and the Board of Supervisors, review of reports, changes to the name and registered address of the Company, re-appointment of auditor, grant of general mandate in relation to external guarantees and grant of general mandate to issue shares were considered and approved. The Board strictly implemented the resolutions passed at Shareholders' general meetings, performed its duties in accordance with the requirements of the Company Law and the Articles of Association, and effectively safeguarded the lawful interests of all Shareholders.

3. Continuous promotion of training for Directors to improve their ability to perform duties

In 2020, all Directors actively participated in the continuous professional development activities including the relevant training and internal material research provided by the Company to ensure that they have appropriate understanding of the operation and business of the Company and their responsibilities under the relevant laws, regulations and rules. Through obtaining regular updates on the performance, status and prospect of the Company, all Directors were able to further improve their ability to perform duties.

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APPENDIX I	2020 REPORT OF THE BOARD

III. WORKING PLANS OF THE BOARD FOR 2021

In 2021, the Board will pay close attention to the domestic and international economic conditions and the impact of the pandemic and continue to adhere to the principle of providing real economy with financial services. Regular precautionary measures and operation development initiatives in the post-pandemic era will be coordinated and adopted. The Group will be committed to its development strategies, integrate internal and external resources, optimize resources allocation, strengthen risk prevention and control, and deepen the application of IT and fin-tech. The Board will facilitate the Company to embrace development challenges and steer the direction of business restructuring. It will also support the Company to strengthen its business advantage and explore new development opportunities to comprehensively and deeply satisfy the new needs of customers. The Board will adhere to the "One Big and One Small" customer development strategy to consolidate diversified customer base and maintain stable revenue of the Company. The Board will also develop projects of large- and medium-sized enterprise ("LME") customers to expand general business scale. Continuous efforts will be made to promote the development of the MSE & retail business so as to achieve balanced growth in scale and profit. The Board will also continue to consolidate the leading position and competitive strengths of the Company through the following strategies to promote high-quality and sustainable development.

1. The Board will continue to implement "One Big and One Small" customer development strategy to further enhance management of customer resources, refine customer relations and to provide customized and integrated services for diversified customer base, such as LME, MSE and retail customers, so as to facilitate the mutual benefits between LMEs and MSEs of various industries. These efforts will enable us to have balanced growth in both scale and profitability and achieve credit risk diversification.

1. The Board intends to further improve sales and service network by "One Body, Two Wings" business development model and strengthen the collaboration among business headquarters, branches and subsidiaries. It will deepen the construction of localized marketing network, strengthen business guidance and establish business teams, and implement reforms of branches to facilitate the hierarchical management of branches. Business expansion and customer resources management will be enhanced by capitalizing on the synergy of the "Two Wings" model, so as to support the long-term business growth and breakthroughs of the Group.

1. By complying with the best practices of investment banking and continuing in-depth research on the market demand and business condition in the post-pandemic era, the Board will steer the direction of business restructuring and seek structural development opportunities arising from the expansion of emerging industries and the upgrade of traditional industries. It will continue to boost market sensitivity and explore future value of industries with a focus on the optimization of the general asset layout. The operation of the Company is customer-oriented. While developing major industry sectors, the Board will continue to provide innovative products and services based on customer needs by strengthening the collaboration with financial institutions and industry alliances, promoting assets transactions and structural financing, and conducting insightful research on new industries and new opportunities in order to enhance the specialized business development. It will strengthen service competitiveness and customer loyalty in an effort to expand the revenue sources of the Company. Capturing the business opportunities from the dual circulation pattern, new infrastructure and enhanced national strategic technological capabilities and other policies, the Board will adopt a compliant and innovative business model to develop professional and specialized leasing business. Efforts will also be made to promote the business expansion of high-end equipment manufacturing, IT, energy saving and environmental protection and other emerging sectors.

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APPENDIX I	2020 REPORT OF THE BOARD

(IV) The Board has continued to strengthen the risk management capabilities for all staff in all aspects and procedures. It has improved comprehensive risk management system with the combined effort of risk management and control. The Board will strengthen asset inspection in the post-pandemic era and enhance risk prevention and risk elimination capabilities. It strictly maintains the bottom line for risk control to secure assets of the Company. The allocation and management of assets have also been improved.

1. The Board will pay close attention to the macro financial environment and match financing capacity with business of the Company. Through expanding innovative financing instruments and channels and optimizing financing structure, the Board aims to enhance the capital strength of the Company. Based on the comprehensive risk management system of the Company, the Board will adhere to the bottom line of liquidity risk and improve active management of liquidity.

(VI) The Board will continually promote fin-tech strategic deployment and increase investments in IT systems. It will study the application of artificial intelligence, financial big data and Internet of Things in decision-making to promote the application of IT and fin-tech and promote the integration of fin-tech and business development and assets disposal.

(VII) Based on the general development strategy of the Company, the Board will further strengthen professional teams of the Company through external recruitment and internal cultivation of leaders with professional, group-based and international experience. It will also strive to strengthen the echelon construction of youth management team and refine management training system to build up a talent pool for long-term growth. The Board will also optimize long- term performance assessment and remuneration incentive system. These initiatives will enable employees to achieve their career development and benefit from the long-term development of the Company, unleash the energy of human resources, and improve the sense of accomplishment and fulfilment of employee.

In 2021, the Board of the Company will adhere to the philosophy of "practical, extendable, stable and excellent" operation. Committed to its duties and the interest of the Company, the Board will put great efforts in providing financial services to entities while maintaining long-term growth. The Board aims to foster a new round of high-quality development of the Company through seizing opportunities, working together, creating a win-win situation and sharing achievement. As such, it will create diversified and high value for Shareholders and employees as well as the stable social and economic development.

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APPENDIX II	2020 REPORT OF THE BOARD OF SUPERVISORS

In accordance with the requirements of laws and regulations including the Company Law of the People's Republic of China (the "Company Law") and the Articles of Association of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Articles of Association"), the work of the Board of Supervisors of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Company") for 2020 is hereby reported as follows:

In 2020, adhering to the principles of conscientiousness, fidelity, diligence and prudence in accordance with the Company Law, the Articles of Association, the rules of procedure for the Board of Supervisors of the Company and other relevant laws, regulations, regulatory documents and rules of the Company, the Board of Supervisors and all of its members engaged in corporate governance and performed effective supervision practically and diligently. The members of the Board of Supervisors attended all meetings of the Board and Shareholders' general meetings during the Reporting Period and carried out effective supervision in material aspects including due diligence of the Board and senior management of the Company, operating activities, financial activities, internal control, risk control and compliance management of the Company. The Board of Supervisors expressed opinions and advices regarding material decisions of the Company in order to safeguard the interest and right of Shareholders, the Company and employees and promote stable, compliant and high-quality development of the Company.

1. MAIN WORK OF THE BOARD OF SUPERVISORS IN 2020
   1. Performance of duties and consideration of significant matters

In 2020, the Board of Supervisors held a total of 3 meetings. 10 resolutions regarding the working report of the Board of Supervisors, election of new session of the Board of Supervisors, election of the chairman of the Board of Supervisors, re-appointment of accounting firm, financial report, risk evaluation report, compliance report, annual and interim performance reports and distribution plan of interim profit were considered and passed at the meetings. The attendance of Supervisors at these meetings is as follows:

	Number of
	meetings
	attended/
	Should have
Supervisor	attended
Ms. Wang Meijuan1	1/1
Ms. Zhou Tao2	2/2
Ms. Zhao Yue	3/3
Mr. Chen Xinji	3/3

Note 1: Ms. Wang Meijuan ceased to be the chairman of the Board of Supervisors and a Shareholder representative Supervisor of the Company with effect from May 2020.

Note 2: Ms. Zhou Tao was appointed as the chairman of the Board of Supervisors and a Shareholder representative Supervisor of the Company with effect from May 2020.

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APPENDIX II	2020 REPORT OF THE BOARD OF SUPERVISORS

2. Presence at Shareholders' general meetings and meetings of the Board and supervision over corporate governance system

In 2020, the Company held 3 Shareholders' general meetings and 12 meetings of the Board. The Board of Supervisors attended the relevant meetings and effectively supervised the legality and compliance of material decision making process including the amendment to the Articles of Association, change of name and registered address of the Company, operation assessment, financial budgets and final accounts, election of Directors, selection and engagement of senior management, major projects, asset transactions, general mandate for provision of guarantee and general mandate for issuance of new shares of the Company, and proposed constructive and specific suggestions and supervisory opinion.

3. Supervision of financial position

The Board of Supervisors regularly obtained financial information of the Company and received work reports and presentation of work planning by the officer in charge of finance, the Planning Finance Department and the Treasury Management Department, including major financial indicators, assets liability, profit and loss, fees, capital management, execution of budgets and final accounts. The Board of Supervisors proposed that the Company shall continue to strengthen its financial management and financial resources control and further enhance the financial management of subsidiaries and SPV companies within and outside the PRC. The Company shall also improve initiative in liquidity risk management and enhance forward-looking management of capital reserve to prevent liquidity risk.

4. Supervision of operation and management of the Company

The Board of Supervisors attended general manager's meeting, meetings of the Board and Shareholders' general meetings to regularly receive report of operation management on the general operation of the Company, including assets scale, income and profit, business development, development positioning, assets quality, progress of annual operation plans and future work highlights, to understand the operating position of the Company promptly and comprehensively. The Board of Supervisors suggested that the Company shall focus on its principal leasing business, serve the real economy, enhance the research and analysis of the macro economic situation and industry development, adopt effective measures to cope with the challenges posed by COVID-19 and promote the stable implementation of various operating strategies of the Company in order to safeguard the long-term sustainable development of the Company.

5. Supervision of internal control and compliance

The Board of Supervisors debriefed to the compliance report, the operational report of compliance management and the special report from the officer in charge of compliance to deeply understand: (1) compliance management of the Company regarding, among others, business development, risk management, financial management, capital management, assets management and anti-money laundering; (2) establishment of compliance culture; (3) formulation, amendment and execution of compliance management system; (4) significant policy changes in industry in which the Group operates; (5) compliance accountability; (6) duty performance of the person in charge of compliance and compliance management personnel; (7) establishment of and protection for compliance management team; (8) planning of compliance management work; (9) report on compliance information with industry regulation.

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APPENDIX II	2020 REPORT OF THE BOARD OF SUPERVISORS

The Board of Supervisors is of the view that various compliance management measures of the Company, including system establishment, compliance review, compliance inspection, compliance education and management of duty performance of employees have effectively facilitated the compliance and orderly development of the Company. In addition, the Board of Supervisors suggested that the Company shall actively pay attention to and implement the updated law and regulations, regulatory measures and management rules in relation to financial leasing and commercial factoring, improve the business management systems, strengthen the compliance awareness of all employees and enhance the compliance and governance level in order to refine the compliance management of all business lines and units.

6. Continuous enhancement of risk management supervision

The Board of Supervisors received presentations on comprehensive risk management, risk evaluation report and the special report of the officer in charge of the Risk Management Department to fully understand the risk management of the Company, including: (1) general risk assessment of the industry; (2) operation of comprehensive risk management and risk control indicators;

1. identification and management of various risks; (4) risk management structure and culture establishment; (5) soundness of the risk management system; (6) monitoring and control, report and contingency mechanism of risk; (7) establishment of risk management data and information system and quantification of risk; (8) risk management of new business; (9) pilot operation of consolidated risk management; (10) risk handling; (11) future risk management planning.

The Board of Supervisors proposed that the Company shall duly analyze the operating risk and challenges arising from the outbreak of COVID-19 and optimize the risk management and control measures, including paying attention to the risk management of new business projects, aircraft leasing projects, automobile financial leasing projects and factoring projects, implementing effective management and control over different businesses, enhancing forward-looking management of risk analysis and prevention, improving risk handling and strengthening the risk defense lines in order to ensure the asset security and stable development of the Company.

7. Revision of rules and systems of the Board of Supervisors

In order to further improve the supervision of various operating aspects of the Company, the Board of Supervisors continued to strengthen its duty performance guarantee by developing effective coordination system, formulating detailed lists of tasks and facilitating the communications among the Board of Supervisors and management members and other departments of the Company in order to support the effective duty performance of the Board of Supervisors. With the system establishment, formulation of task list and communications among departments regarding the duty performance of the Board of Supervisors in response to the governance requirement of the Company, the supervisory and management role of the Board of Supervisors has been strengthened and the regulation and feasibility of its duty performance has been effectively enhanced, supporting the independent supervision of the Board of Supervisors.

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APPENDIX II	2020 REPORT OF THE BOARD OF SUPERVISORS

1. WORKING PLANS OF THE BOARD OF SUPERVISORS FOR 2021
   1. Fully engage in and improve corporate governance

According to the development needs of the Company, the Board of Supervisors shall hold meetings in a timely manner as required and attend Shareholders' general meetings and meetings of the Board to effectively perform its supervisory duty, improve the corporate management and promote reasonable decision making for the Company so as to defend the legal rights of the Company, Shareholders, employees, the society and other stakeholders.

2. Perform supervisory role and enhance management of the Company

The Board of Supervisors will enhance the understanding and supervision of major corporate affairs, significant investments, compliance management, internal control, risk management, financial management, connected transactions, information disclosure, legal training, business research and other aspects of the Company to facilitate more refined and comprehensive duty performance of the Board of Supervisors. It will supervise the duty performance of Directors and the senior management and the implementation of resolutions of the Shareholders' general meetings and meetings of the Board in order to promote management enhancement, compliance operation and sound development of the Company.

3. Refine working mechanism of the Board of Supervisors

The Board of Supervisors will further improve its organization, actively participate the training sessions and seminars organized by the Company, external professional institutions or other organizations, specify its governance duty and supervisory focus and further enrich the theoretical knowledge and practical experience of the Supervisors. The Board of Supervisors will obtain business updates of the Company through various channels regularly and strengthen the communications with the Board and operation management as well as the information sharing among the Supervisors. It will also participate the meetings of the party committee and various other presentation meetings to promptly receive different presentations and reports and enhance the communications with persons in charge of the compliance, risk, financial and other departments to facilitate the daily supervision of key areas. The Board of Supervisors will keep abreast of the macro situation, pandemic effects, development trend of the leasing industry as well as the major business and significant investment of the Company from time to time in order to lay a foundation for the effective performance of its supervisory duty.

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APPENDIX III	2020 REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

In accordance with the laws and regulations, including the Company Law of the People's Republic of China, and the articles of association of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Articles of Association"), we, as the independent non-executive Directors of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Company" or "Haitong Unitrust"), hereby report our work for 2020 as follows:

1. BIOGRAPHIES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Company elected the 13 Directors of the second session of Board of Directors in 2019 when the term of office of the first session of Board of Directors expired, including six independent non-executive Directors. Mr. Yo Shin resigned as independent non-executive Director of the Company with effect from December 10, 2020. The Company has currently 12 Directors, including five independent non-executive Directors. The biographies of each of the independent non-executive Directors are as follows:

Mr. Jiang Yulin, aged 62, doctor of economics and senior economist. He is currently an independent non-executive Director, chairman of the Remuneration and Evaluation Committee of the Board and member of the Nomination Committee of the Board of the Company. He served as deputy head and head of credit office of the People's Bank of China Linquan County Branch, Fuyang City, Anhui Province; vice president of Fuyang City Branch, Anhui Province, president of Wuhu City Branch, Anhui Province, vice president of Anhui Branch, president of Yunnan Branch, general manager of the credit business department of the headquarters, general manager of the information management department of Industrial and Commercial Bank of China; chairman of ICBC Financial Leasing Co., Ltd., non-executive director, chairman of the Risk Management Committee and member of the Audit Committee of Industrial and Commercial Bank of China (Asia) Limited. Mr. Jiang also served as the chairman and executive director of City e-Solutions Limited (currently known as China Tian Yuan Healthcare Group Limited) (a company listed on the Hong Kong Stock Exchange (stock code: 0557)).

Mr. Yao Feng, aged 60, a holder of masters' degree in monetary banking. He is an independent non- executive Director, a member of the Remuneration and Evaluation Committee of the Board and member of the Risk Management Committee of the Board of the Company. Mr. Yao served as deputy director of the statistics and research division of the integrated planning department of the Ministry of Finance of China, a deputy department manager and general manager of China Economic Development Trust & Investment Corporation, a deputy general manager of the financial and securities department of China National Travel Service (HK) Group Corporation, and a deputy general manager of China Travel Financial Investment Holdings Co., Limited. Mr. Yao successively served in various positions of the China Securities Regulatory Commission, including the director of institution regulatory department, a party committee member and deputy officer of Guangzhou Securities Regulatory Office, a party committee member and deputy director of Guangzhou Regulatory Bureau, a deputy officer of the risk management office for securities companies, an inspector and deputy officer of the accounting department, and a commissioner of Shanghai Supervision Office of the Commissioner. Mr. Yao successively served in China Association of Public Companies as the secretary of the party committee, the executive vice-chairman, legal representative and chairman of the board of supervisors. Mr. Yao was a member of the first session of self-regulatory committee of the council the Shenzhen Stock Exchange and served as the deputy mayor of Hangzhou Municipal People's Government. Mr. Yao was an adjunct professor of China University of Political Science and Law and has been a council member of the Business School of China University of Political Science and Law since May 2017.

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APPENDIX III	2020 REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Zeng Qingsheng, aged 46, doctor in accounting and professional management, and a non- executive member of The Chinese Institute of Certified Public Accountants. He is an independent non- executive Director, a member of the Audit Committee of the Board and a member of the Remuneration and Evaluation Committee of the Board of the Company. Mr. Zeng served as an independent non- executive director of Suzhou Sunmun Technology Co., Ltd. (a company listed on the Shenzhen Stock Exchange (stock code: 300522)), Jiangsu Feiliks International Logistics Inc. (a company listed on the Shenzhen Stock Exchange (stock code: 300240)), Jiangsu Skyray Instrument Company Limited (a company listed on Shenzhen Stock Exchange (stock code: 300165)), Orient-Chip Technology Co. Ltd., Sunsea Telecommunications Co., Ltd. (now known as Sunsea AIoT Technology Co., Ltd.) (a company listed on the Shenzhen Stock Exchange (stock code: 002313)) and Jiangsu Yixing Rural Commercial Bank Co., Ltd. He has been an independent non-executive director of Shanghai Wanye Enterprises Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 600641)) since December 2015. Mr. Zeng worked as an associate professor, doctoral supervisor, professor and deputy dean of the School of Accounting of Shanghai University of Finance and Economics in the PRC since March 2010.

Mr. Wu Yat Wai, aged 53, a holder of master's degree in accounting and finance. He is an independent non-executive Director and a member of the Nomination Committee of the Board of the Company. He served as an analyst of the finance department of The Hong Kong Jockey Club, assistant manager and manager of the corporate trust department of Bankers Trust Company, analyst of Credit Lyonnais Securities (Asia) Limited, and director of Constant Fine Limited. He worked in Lehman Brothers Asia Limited as the senior vice president of the equity research division in Hong Kong. He worked in Goldman Sachs (Asia) L.L.C. as the managing director of the global investment research division. Mr. Wu has served as an independent non-executive director of C&D Property Management Group Co., Ltd (a company listed on the Hong Kong Stock Exchange (stock code: 2156)) since December 2020.

Mr. Yan Lixin, aged 57, a holder of doctoral degree in world economics. He is an independent non- executive Director, the chairman of the Risk Management Committee of the Board and a member of the Audit Committee of the Board of the Company. He served as an assistant teacher of School of Foreign Languages of Jiangsu University (formerly known as School of Foreign Languages of Zhenjiang College), the chief secretary of the Foreign Economic Trade Commission of Zhenjiang City, Jiangsu Province, a director of the general office of Foreign Trade Exchange Co., Ltd. of Zhenjiang City, Jiangsu Province, a legal representative and deputy general manager of Textile Import & Export Corporation of Zhenjiang City, Jiangsu Province, the chairman of the board of directors and general manager of Knitted Cotton Import & Export Co., Ltd. of Zhenjiang City, and the chairman of the board of directors of Shanghai Yifei Kaite International Trade Co., Ltd.. Mr. Yan was a postdoctoral fellow in journalism and communication of School of Journalism of Fudan University. Mr. Yan has served as an associate professor of Institute for Financial Studies of School of Economics of Fudan University since August 2008, and an executive officer of China Centre for Anti-Money Laundering Studies of Fudan University since January 2017. Mr. Yan was elected as the only Chinese council member of the International Network of AML/CFT Institute in November 2017.

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APPENDIX III	2020 REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

1. PERFORMANCE OF DUTIES BY INDEPENDENT NON-EXECUTIVE DIRECTORS DURING THE YEAR
   1. Attendance at meetings
2. 1. Presence of independent non-executive Directors at Shareholders' general meetings

During the Reporting Period, the Company held a total of three Shareholders' general meetings, and all independent non-executive Directors were present at each of the Shareholders' general meetings.

1. Attendance of independent non-executive Directors at the meetings of the Board

In 2020, the Company held a total of 12 meetings of the Board. The table below sets forth the attendance of independent non-executive Directors at the meetings of the Board:

		Attendance at meetings of the Board
	Required
	attendance
	at meetings				Whether or
	of the Board				not absent
Independent	during the	Number of	Number of		from two
non-executive	Reporting	attendances	attendances	Number of	consecutive
Directors	Period	in person	by proxy	absences	meetings
Jiang Yulin	12	12	0	0	No
Yao Feng1	8	8	0	0	No
Yo Shin2	10	10	0	0	No
Zeng Qingsheng	12	12	0	0	No
Wu Yat Wai	12	12	0	0	No
Yan Lixin3	8	8	0	0	No

Note 1: Mr. Yao Feng was appointed as independent non-executive Director of the Company with effect from May 2020.

Note 2: Mr. Yo Shin resigned as independent non-executive Director of the Company with effect from December 2020.

Note 3: Mr. Yan Lixin was appointed as independent non-executive Director of the Company with effect from May 2020.

2. Performance of duties

During the Reporting Period, the independent non-executive Directors of the Company fully performed their duties in the principle of objectiveness, independence and prudence, and actively attended Shareholders' general meetings and the meetings of the Board and professional committees. We paid close attention to the corporate governance, protection of Shareholders' interests, risk control, compliance management, significant investment and financing and appointment of senior management of the Company. We actively participated in the discussion and made constructive professional recommendations, which has played a positive role in the scientific decision-making of the Board and effectively protected the lawful interests of the Company and all Shareholders.

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APPENDIX III	2020 REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Independent non-executive Directors maintained regular communication with the Company through channels including email and telephone, which are effective communication channels and protect the right to know.

1. KEY CONCERNS IN THE PERFORMANCE OF DUTIES BY INDEPENDENT NON-EXECUTIVE DIRECTORS IN THE YEAR
   1. Appointment of Accounting Firm

On March 26, 2020, the 32th meeting of the first session of Board of Directors approved the "Resolution on Re-appointment of Accounting Firm for 2020". Deloitte Touche Tohmatsu was appointed as our external auditors of the Company for 2020 for a term from the conclusion of the 2019 AGM to the conclusion of the AGM. The Board of Directors was authorized by the Shareholders' general meeting to determine the audit fee for 2020 based on the audit and review to be done by the auditors and, if applicable, to execute documents. The Board of Directors is further authorized to delegate such authorization to the management.

The independent non-executive Directors are of the view that: Deloitte Touche Tohmatsu so appointed is an independent corporation and is professional to perform its duties diligently. The appointment of Deloitte Touche Tohmatsu can satisfy the audit requirement of the Company and the appointment is in compliance with the laws and regulations and the Articles of Association and does not jeopardize the interests of the Company and Shareholders.

2. Cash dividend and other investment returns

During the Reporting Period, the Company completed the 2019 profit distribution plan and the

2020 interim profit distribution plan. The 2019 profit distribution plan of the Company was based on a total of 8,235,300,000 shares in issue. A cash dividend of RMB0.44 (tax inclusive) for every ten shares was paid, or RMB362,353,200.00 in aggregate. The 2020 interim profit distribution plan of the Company was based on a total of 8,235,300,000 shares in issue. A cash dividend of RMB0.38 (tax inclusive) for every ten shares was paid, or RMB312,941,400.00 in aggregate.

The independent non-executive Directors are of the view that: The Company has adopted a regular, stable and incentive profit distribution policy to ensure the reasonable investment return of Shareholders. The views and advices of the independent non-executive Directors and the investors have been taken into account when determining the distribution of profits to safeguard the interests of all investors of the Company.

3. Disclosure of information

During the Reporting Period, the Company truthfully, accurately, completely, promptly and fairly disclosed its important information in accordance with the requirement of the Hong Kong Stock Exchange to allow investors be informed of significant matters of the Company so as to safeguard their interest and to improve the transparency of the Company. In 2020, the Company issued more than 100 announcements and circulars in relation to its H shares.

The independent non-executive Directors are of the view that the disclosure of information about the Company is true, accurate, complete, timely and fair and has no false statement, misleading presentation or material omission.

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APPENDIX III	2020 REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

4. The performance of the Board of Directors and its committees

During the Report Period, the Board of Directors and its committees performed their duties in accordance with the applicable laws and regulation, the Articles of Association and their respective terms of reference. The committees made good use of the expertise of independent non-executive Directors to provide constructive advice for important matters to facilitate the scientific decision- making of the Board of Directors.

In 2020, the number of meetings held by the Board of Directors, the independent non-executive Directors, the Audit Committee, the Nomination Committee, the Remuneration and Evaluation Committee and the Risk Management Company was 12, 1, 2, 1, 1 and 2 respectively, representing a total of 19 meetings.

The independent non-executive Directors are of the view that the operation of the Board of Directors of the Company and its committees has been in compliance with the laws and regulations. All important matters have been thoroughly discussed and considered and the decisions were scientific and efficient. The operation of the Board of Directors and its committee was effective.

IV. OVERALL ASSESSMENT AND RECOMMENDATIONS

During the Reporting Period, all independent non-executive Directors conscientiously performed the duties stipulated in laws, regulations and the Articles of Association. We actively attended Shareholders' general meetings and meetings of the Board and professional committees and were able to participate in the making of major decisions of the Company from an independent and objective perspective, which has promoted the scientific and objective decision-making of the Board and played a substantive role in maintaining the standardized operation and healthy development of the Company.

In 2021, all independent non-executive Directors will continue to conscientiously and diligently perform the duties of independent non-executive Directors in relation to the work of the Board and its professional committees in accordance with the requirements of the relevant laws and regulations. We will maintain the communication and cooperation with the Board, the Board of Supervisors and senior management in order to promote the sustainable development of the Company and effectively protect the interests of the Company and Shareholders as a whole.

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NOTICE OF THE ANNUAL GENERAL MEETING

海通恆信國際融資租賃股份有限公司

Haitong Unitrust International Financial Leasing Co., Ltd.

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

(Stock code: 1905)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Company") will be held at Haitong Unitrust Tower, No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC at 2:00 p.m. on Saturday, May 15, 2021 to deal with the following matters:

ORDINARY RESOLUTIONS

1. To consider and approve the 2020 Report of the Board;
2. To consider and approve the 2020 Report of the Board of Supervisors;
3. To consider and approve the 2020 Annual Report;
4. To consider and approve the 2020 Profit Distribution Plan;
5. To consider and approve the re-appointment of the Company's auditor for the year 2021;
6. To consider and approve the Purchase and Sale Framework Agreement and any transactions contemplated thereunder;
7. To consider and approve the general mandate in relation to the management of fund granting;

SPECIAL RESOLUTIONS

1. To consider and approve the grant of general mandate in relation to external guarantees; and
2. To consider and approve the grant of general mandate to issue Shares.

MATTER TO BE REPORTED

10. 2020 Report of the Independent Non-executive Directors.

By order of the Board

Haitong Unitrust International Financial Leasing Co., Ltd.

DING Xueqing

Chairman

Shanghai, the PRC

March 30, 2021

As at the date of this notice, the Chairman and executive Director of the Company is Mr. DING Xueqing; the executive Director is Ms. ZHOU Jianli; the non-executive Directors are Mr. REN Peng, Ms. HA Erman, Mr. LI Chuan, Mr. WU Shukun and Mr. ZHANG Shaohua; and the independent non-executive Directors are Mr. JIANG Yulin, Mr. YAO Feng, Mr. ZENG Qingsheng, Mr. WU Yat Wai and Mr. YAN Lixin.

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NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

1. According to 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 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. As such, all resolutions proposed at the AGM will be voted by poll. After the AGM, relevant voting results will be published on the website of the Company (www.utfinancing.com) as well as the disclosure website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).
2. A Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a shareholder of the Company.
3. The proxy form together with notarized authorization letters of signatories or other authorization documents (if any) shall be invalid unless they are filled out and returned to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) or the registered office of the Company (for holders of Domestic Shares) not less than 24 hours before the time designated for holding the AGM or any adjournment thereof. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the proxy forms will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.
4. For the purpose of determining the entitlement of Shareholders to attend the AGM, the register of members of the Company will be closed from Thursday, April 15, 2021 (inclusive) to Saturday, May 15, 2021 (inclusive). To attend the AGM, holders of H Shares shall, before 4:30 p.m. on Wednesday, April 14, 2021, submit the share transfer documents and the relevant share certificates to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong for H Shareholders, or to the Company's registered office, at No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC for Domestic Shareholders.
5. For joint holders, only the one whose name stands first in the register of members shall be entitled to attend the AGM and vote in respect thereof.
6. Shareholders who intend to attend the AGM in person or by proxy shall submit the reply slip for AGM in person or by mail to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) or the registered office of the Company (for holders of Domestic Shares) on or before Sunday, April 25, 2021.
7. Shareholders or their proxies shall present their identity documents when attending the AGM:
8. 1. Corporate shareholders' legal representatives attending the meeting shall present their valid personal identification, valid documents that can prove their identities as legal representatives and documents proving their shareholder identities; where legal representatives authorize others to attend the meeting, in addition to the aforesaid documents, the proxies shall also present their valid personal identification and the written authorization letters lawfully issued by the legal representatives (including authorizing others to sign). Where corporate shareholders authorize others to attend the meeting, the proxies shall present their valid personal identification, the authorization resolution of the board of directors of corporate shareholders or other decision-making bodies and documents proving shareholder identities.
   2. Natural person shareholders attending the meeting in person shall present their valid personal identification and documents proving their shareholder identities; proxies attending the meeting shall present their valid personal identification, the authorization letters from the shareholders and documents proving their shareholder identities.

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NOTICE OF THE ANNUAL GENERAL MEETING

1. If the AGM considers and approves the 2020 Profit Distribution Plan, the Company is expected to distribute 2020 annual dividend to Domestic Shareholders and H Shareholders on or before Friday, July 30, 2021. The 2020 annual dividend will be paid to the Shareholders whose names appear on the share register of the Company on Tuesday, June 22, 2021. For the purpose of determining the entitlement of Shareholders to receive the 2020 annual dividend, the register of members of the Company will be closed from Thursday, June 17, 2021 (inclusive) to Tuesday, June 22, 2021 (inclusive). In order to qualify for receiving the 2020 annual dividend, H Shareholders and Domestic Shareholders should ensure 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, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and to the Company's registered office at No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC, respectively, before 4:30 p.m. on Wednesday, June 16, 2021.
2. The AGM is expected to last for not more than half a day. Shareholders or their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.
3. The address of Computershare Hong Kong Investor Services Limited is 17M Floor and Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
4. The address of the Company's registered office is No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC. Tel.: [phone]
   Fax: [phone]
5. Unless otherwise specified, the dates and time contained in this notice are in Hong Kong time.

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