Hengtai Securities : ARTICLES OF ASSOCIATION

恒投證券

HENGTOU SECURITIES

(a joint stock company incorporated in the People's Republic of China with limited

liability under the Chinese corporate name "恒泰证券股份有限公司" and

carrying on business in Hong Kong as "恒投證券" (in Chinese) and

"HENGTOU SECURITIES" (in English))

ARTICLES OF ASSOCIATION

China

May 2021

(amendments considered and approved at the 2021 first extraordinary general

meeting of the Company)

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Formulated Pursuant To:

The Company Law of the PRC, the Securities Law of the PRC, the Regulations on Supervision and Management of Securities Companies, the Regulations on the Risk Disposal of Securities Companies, the Rules for Governance of Securities Companies, the Measures for Management of the Risk Control Indexes of Securities Companies, the Overall Risk Management Standards of Securities Companies, the Measures for Compliance Management of Securities Companies and Securities Investment Fund Management Companies, the Guidelines on Implementation of Compliance Management of Securities Companies, the Guidelines for the Internal Control of the Securities Companies, Measures for Management of Information Technology of Institutions Engaged in Securities and Funds Operations, the Regulatory Measures on Qualifications of Directors, Supervisors and senior management officers of Securities Companies, the Mandatory Provisions of Articles of Association of Companies Listing Overseas, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other provisions.

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Chapter 1 General

Article 1 In order to safeguard the legal rights and interests of Hengtai Securities Co., Ltd (hereinafter referred to as the "Company"), its shareholders and creditors thereof, to regulate the organization and acts of the Company, these Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Special Regulations of the State Council of the Overseas Share Offering and Listing by Jointstock Limited Companies ( 《國務院關於股份有

限公司境外募集股份及上市的特別規定》) (hereinafter referred to as the "Special Regulations"), the Mandatory Provisions of Articles of Association of Companies Listing Overseas (《到境外上市公司章程必 備條款》) (hereinafter referred to as the "Mandatory Provisions"), the Letter of Opinions on the Supplementation and Amendment of Articles of Association of Companies Listing in Hong Kong ( 《關於到香港上 市公司對公司章程作補充修改的意見的函》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合交易所有限公司證券上市規則》) (hereinafter referred to as the "Hong Kong Listing Rules"), the Measures for Management of the Risk Control Indexes of Securities Companies ( 《證券公司風 險控制指標管理辦法》), the Overall Risk Management Standards of Securities Companies (《證券公司全面風險管理規範》), the Measures for Compliance Management of Securities Companies and Securities Investment Fund Management Companies ( 《證券公司和證券投資基 金管理公司合規管理辦法》), the Guidelines on Implementation of Compliance Management of Securities Companies ( 《證券公司合規 管 理 實 施 指 引 》 ), Measures for Management of Information Technology of Institutions Engaged in Securities and Funds Operations ( 《 證 券 基 金 經 營 機 構信 息 技 術 管 理 辦 法 》 ), the Rules for Governance of Securities Companies ( 《 證 券 公 司 治 理 準 則 》 ), and other relevant provisions.

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Article 2	The Company is a joint stock limited company established in accordance
	with the Company Law, the Securities Law and other relevant provisions.
	Being legally transformed from Hengtai Securities Company Limited
	(恒泰证券有限責任公司), the Company was established by way of
	promotion and approved under "Zheng Jian Ji Zi [2008] No. 1148" ( 證監
	機 字 [2008]1148 號 ) by China Securities Regulatory Commission
	(hereinafter referred to as the "CSRC"), with the original shareholders of
	Hengtai Securities Company Limited holding establishment meeting on
	21 October, 2008. The Company received its business license from the
	Inner Mongolia Administration for Industry and Commerce ( 內蒙古自
	治 區 工 商 行 政 管 理 局 ), with its uniform social credit code being
	91150000701463155D.
	As approved by the CSRC with "Zheng Jian Xu Ke [2015] No. 2089"
	(證監許可[2015]2089號) approval on September 9, 2015, the Company
	issued 392,040,000 shares overseas listed foreign shares (H Shares),
	and such shares were listed on The Stock Exchange of Hong Kong
	Limited (hereinafter referred to as the "Hong Kong Stock Exchange")
	on October 15, 2015.
	The Company issued additional 53,460,000 overseas listed foreign
	shares (H Shares), and Beijing Finance Street Xihuan Properties Co.,
	Ltd., Beijing Finance Street Investment (Group) Co., Ltd., Beijing
	Huarong Infrastructure Investment Co., Ltd., Hua Chen Trust Limited
	Corporation and Harbin Xingye Industrial Property Brokerage Co.,
	Ltd., which are the shareholders of the Company, made the sale of
	additional 5,346,000 overseas listed foreign shares (H Shares) in
	aggregate, and the abovementioned 58,806,000 overseas listed foreign
	shares (H Shares) became listed on the Hong Kong Stock Exchange on
	11 November 11, 2015.
Article 3	The registered name of the Company: the Chinese corporate name: 恒泰证
	券股份有限公司;
	The English name of the Company: Hengtai Securities Co., Ltd
	The address of the Company: Manshishangdu Office and Commercial
	Complex, Hailaer East Street, Xincheng District, Hohhot, Inner Mongolia
	Autonomous Region;
	Postal code: 010051;
	Telephone: [phone];
	Fax number: 010-83270998.

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Article 4 The registered capital of the Company is RMB2,604,567,412.

Article 5 The Company is a joint stock limited company with no definite term of existence.

Article 6 The chairman of the board of directors (hereinafter referred to as the "Board") of the Company shall be the legal representative of the Company.

Article 7 All of the assets of the Company shall be divided into shares of equal values. Each shareholder shall be liable to the extent of the shares as subscribed by such shareholder. The Company is liable for its debts to the extent of all of its available assets.

Article 8 The Company formulates the authorization management systems, specifying the authorities of step-by-step authorization among the general meeting, Board, chairman, and senior management.

Article 9 Upon approval through a resolution at the general meeting and by the securities regulatory authority of the PRC, these Articles of Association take effect on the date when the overseas listed foreign shares (H Shares) issued by the Company are listed on the Hong Kong Stock Exchange. As of the date of these Articles of Association, the previous Articles of Association of the Company shall become void automatically.

As of the effective date of these Articles of Association, these Articles of Association shall be a legally binding document regulates the Company's organization and acts, governs the rights and obligations between the Company and the sh areholde rs, and amongst the shareholder themselves, and shall constitute a legally binding document governing on the Company, its shareholders, directors, supervisors, senior management officers, with such personnel being entitled to claim for right on matters relating to the Company in accordance with these Articles of Association. Pursuant to these Articles of Association, a shareholder may take action against the other shareholders, and the shareholders may take action against the Company's directors, supervisors, chief executive officer president and other senior management officers. The shareholders may take action against the Company. The Company may take action against its shareholders, directors, supervisors, president and other senior management officers.

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