Guotai Junan International Holdings Limited will be taken private by its parent’s wholly-owned unit, Guotai Haitong Financial Holdings Limited, through a scheme of arrangement under Section 673 of Hong Kong’s Companies Ordinance.

If approved, all shares not already owned by Guotai Haitong Financial (34.47% of the issued share capital) will be cancelled at HK$3.00 in cash per share, a 44.2 % premium to the HK$2.08 closing price on 22 July 2026, the last trading day before the deal was announced. The cancellation price also represents premiums of 46.5 % and 37.7 % to the 30-day and 60-day average closing prices, respectively, and stands 80.3 % above the 2025 audited net asset value per share of HK$1.66.

The proposal requires:

• Approval by at least 75 % of votes cast by Scheme Shareholders at a Court-convened meeting, with votes against not exceeding 10 % of disinterested shares under both the Companies Ordinance and the Takeovers Code. • Passage of a special resolution at an extraordinary general meeting. • Sanction by the High Court and fulfilment (or waiver) of other regulatory conditions by 15 February 2027.

Upon effectiveness, the Scheme Shares will be cancelled; an equal number of new shares will be issued to Guotai Haitong Financial, and the company’s listing on the Hong Kong Stock Exchange will be withdrawn.

Outstanding share options total 4.85 million. Guotai Haitong Financial is offering to cancel these at a “see-through” cash price equal to the HK$3.00 cancellation price minus the option exercise price. Unexercised options will lapse at 3:00 p.m. on 8 January 2027 if the Scheme becomes effective.

Guotai Haitong Financial will fund the required maximum cash consideration of up to HK$12.62 billion through external bank financing. Somerley Capital, joint financial adviser to the offeror, has confirmed sufficient resources are in place.

If the Scheme fails, the listing will remain, and no new offer from the offeror or its concert parties can be made for 12 months without regulatory consent.

Court Meeting and EGM are scheduled for 30 November 2026, with last trading in the shares expected at 4:10 p.m. on 5 January 2027 and delisting targeted for 1 February 2027, subject to court sanction and other approvals.