Haitong UniTrust International Leasing : 2020 INTERIM PROFIT DISTRIBUTION PLAN AND NOTICE OF EXTRAORDINARY 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 INTERIM PROFIT DISTRIBUTION PLAN

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Haitong Unitrust International Financial Leasing Co., Ltd. will convene the EGM at 2:00 p.m. on Tuesday, October 27, 2020 at Haitong Unitrust Tower, No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC. The notice of the EGM is set out on pages 6 to 8 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible. If you intend to appoint a proxy to attend the EGM, you are required to complete and return the enclosed 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 Center, 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 EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the enclosed reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Company's Registered Office (for Domestic Shareholders) on or before Wednesday, October 7, 2020.

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

September 11, 2020

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

"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"
"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 Stock Exchange with stock code
	1905
"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
"EGM" or "Extraordinary	the extraordinary general meeting to be convened by the Company at
General Meeting"	2:00 p.m. on Tuesday, October 27, 2020 at Haitong Unitrust Tower, No.
	599 South Zhongshan Road, Huangpu District, Shanghai, the PRC
"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	Hong Kong dollars, the lawful currency of 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)
"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
"Share(s)" or "Ordinary	the Domestic Share(s) and H Share(s) of the Company
Share(s)"
"Shareholder(s)" or "Ordinary	holder(s) of Shares of the Company
Shareholder(s)"
"%"	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, Headquarters and
Executive Directors:	Principal Place of Business in the PRC:
Mr. DING Xueqing (Chairman of the Board)	No. 599 South Zhongshan Road
Ms. ZHOU Jianli	Huangpu District
	Shanghai
Non-executive Directors:	the PRC
Mr. REN Peng
Ms. HA Erman	Principal Place of Business in Hong Kong:
Mr. LI Chuan	40th Floor, Sunlight Tower
Mr. WU Shukun	248 Queen's Road East
Mr. ZHANG Shaohua	Wanchai
	Hong Kong
Independent Non-executive Directors:
Mr. JIANG Yulin
Mr. YAO Feng
Mr. YO Shin
Mr. ZENG Qingsheng
Mr. WU Yat Wai
Mr. YAN Lixin
	September 11, 2020
To the Shareholders,

2020 INTERIM PROFIT DISTRIBUTION PLAN

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Introduction

On behalf of the Board, I invite you to attend the EGM to be convened at 2:00 p.m. on Tuesday, October 27, 2020 at Haitong Unitrust Tower, No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC.

The purpose of this circular is to provide you with the notice of the EGM 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 EGM.

II. Matters to be considered at the EGM

Ordinary resolution will be proposed at the EGM to approve (1) 2020 Interim Profit Distribution Plan.

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LETTER FROM THE BOARD OF DIRECTORS

Ordinary resolution:

1. 2020 Interim Profit Distribution Plan

Pursuant to relevant laws, regulatory requirements and the Articles of Association, as well as taking into account the Shareholders' interests and the Company's development, the Company formulated the following 2020 interim profit distribution plan (the "2020 Interim Profit Distribution Plan"):

Based on the total share capital of 8,235,300,000 Shares as at June 30, 2020, cash dividends of RMB0.38 per 10 Shares (tax inclusive) will be distributed, amounting to RMB312,941,400.00 (tax inclusive) in aggregate. After the cash dividend distribution, retained profits of the Company of RMB2,207,142,156.73 will be carried forward to the following period.

The 2020 interim dividend of the Company is expected to be paid on or before Tuesday, December 15, 2020, subject to the consideration and approval by the EGM of the 2020 Interim Profit Distribution Plan. According to the Articles of Association, the proposed 2020 interim dividends 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 EGM.

Once the 2020 Interim Profit Distribution Plan is approved at the EGM, the 2020 interim dividend will be paid to the Shareholders whose names appear on the share register of the Company on Monday, November 16, 2020. For the purpose of determining the entitlement of Shareholders to receive the 2020 interim dividend, the register of members of the Company will be closed from Wednesday, November 11, 2020 (inclusive) to Monday, November 16, 2020 (inclusive). In order to qualify for receiving the 2020 interim 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 Tuesday, November 10, 2020.

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%.

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LETTER FROM THE BOARD OF DIRECTORS

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.

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 Interim Profit Distribution Plan was considered and approved by the Board on August 28, 2020 and is hereby proposed to the EGM for Shareholders' consideration and approval.

III. The EGM

Enclosed are the proxy form and reply slip for the EGM.

If you intend to appoint a proxy to attend the EGM, you are required to complete the enclosed 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 Center, 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 EGM 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 EGM or any adjournment thereof if you so wish.

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LETTER FROM THE BOARD OF DIRECTORS

If you intend to attend the EGM in person or by proxy, you are required to complete and return the enclosed reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Company's Registered Office (for Domestic Shareholders) on or before Wednesday, October 7, 2020.

For the purpose of determining the entitlement of Shareholders to attend the EGM, the register of members of the Company will be closed from Saturday, September 26, 2020 (inclusive) to Tuesday, October 27, 2020 (inclusive). To attend the EGM, the Shareholders shall, before 4:30 p.m. on Friday, September 25, 2020, 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.

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 EGM will be voted by poll.

V. Recommendations

The Board considers that the resolution to be proposed at the EGM are in the interests of the Company and its Shareholders as a whole. As such, the Board recommends you to vote in favor of the resolution proposed at the EGM.

Yours faithfully,

By order of the Board of Directors

Haitong Unitrust International Financial Leasing Co., Ltd.

DING Xueqing

Chairman

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NOTICE OF THE EXTRAORDINARY 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 THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Company") will be held at 2:00 p.m. on Tuesday, October 27, 2020 at (Haitong Unitrust Tower, No. 599 South Zhongshan Road, Huangpu District, Shanghai, the PRC) to deal with the following matters:

ORDINARY RESOLUTION

1. To consider and approve the 2020 Interim Profit Distribution Plan.

Details of the above resolution are set out in the circular of the EGM of the Company dated September 11, 2020. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those defined in the circular.

By order of the Board of Directors

Haitong Unitrust International Financial Leasing Co., Ltd.

DING XUEQING

Chairman

Shanghai, the PRC

September 11, 2020

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. YO Shin, Mr. ZENG Qingsheng, Mr. WU Yat Wai and Mr. YAN Lixin.

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NOTICE OF THE EXTRAORDINARY 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 EGM will be voted by poll. After the EGM, 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 EGM announced to be convened herein 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 H Shareholders) or the Registered Office of the Company (for Domestic Shareholders) not less than 24 hours before the time designated for holding the EGM 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 EGM or any adjournment thereof if you so wish.
4. For the purpose of determining the entitlement of Shareholders to attend the EGM, the register of members of the Company will be closed from Saturday, September 26, 2020 (inclusive) to Tuesday, October 27, 2020 (inclusive). To attend the EGM, the Shareholders shall, before 4:30 p.m. on Friday, September 25, 2020, 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 EGM and vote in respect thereof.
6. Shareholders who intend to attend the EGM in person or by proxy shall submit the reply slip for EGM in person or by mail to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Registered Office of the Company (for Domestic Shareholders) on or before Wednesday, October 7, 2020.
7. Shareholders or their proxies shall present their identity documents when attending the EGM:
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 EXTRAORDINARY GENERAL MEETING

1. If the EGM considers and approves the 2020 Interim Profit Distribution Plan, the Company is expected to distribute 2020 interim dividends to Domestic Shareholders and H Shareholders on or before Tuesday, December 15, 2020. The 2020 interim dividend will be paid to the Shareholders whose names appear on the share register of the Company on Monday, November 16, 2020. For the purpose of determining the entitlement of Shareholders to receive the 2020 interim dividend, the register of members of the Company will be closed from Wednesday, November 11, 2020 (inclusive) to Monday, November 16, 2020 (inclusive). In order to qualify for receiving the 2020 interim 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 Tuesday, November 10, 2020.
2. The EGM 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/F 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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