DFZQ — AGM Information 2018

Jan 19, 2018

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this notice, 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 notice.

(A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name “ 東方證券股份有限公司 ” and carrying on business in Hong Kong as “ 東方證券 ” (in Chinese) and “DFZQ” (in English))

(Stock Code: 03958)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (the “ Extraordinary General Meeting ”) of 東方證券股份有限公司 (the “ Company ”) will be held at Meeting Room, 4/F, Building 2, No. 318 South Zhongshan Road, Shanghai, the People’s Republic of China (the “ PRC ”) on Tuesday, March 6, 2018 at 2:00 p.m., for the following purposes:

SPECIAL RESOLUTION

1. To consider and approve the resolution in relation to the amendments to certain articles in the articles of association of the Company.

ORDINARY RESOLUTIONS

1. To consider and approve the resolution in relation to the election of the board of directors of the Company, including:

2. 2.01. to consider and approve Mr. Pan Xinjun as the executive director of the Company;

3. 2.02. to consider and approve Mr. Jin Wenzhong as the executive director of the Company;

4. 2.03. to consider and approve Mr. Liu Wei as the non-executive director of the Company;

5. 2.04. to consider and approve Mr. Wu Junhao as the non-executive director of the Company;

6. 2.05. to consider and approve Mr. Chen Bin as the non-executive director of the Company;

7. 2.06. to consider and approve Mr. Li Xiang as the non-executive director of the Company;

8. 2.07. to consider and approve Ms. Xia Jinghan as the non-executive director of the Company;

9. 2.08. to consider and approve Mr. Xu Jianguo as the non-executive director of the Company;

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• 2.09. to consider and approve Mr. Xu Guoxiang as the independent non-executive director of the Company;

• 2.10. to consider and approve Mr. Tao Xiuming as the independent non-executive director of the Company;

• 2.11. to consider and approve Mr. Wei Anning as the independent non-executive director of the Company;

• 2.12. to consider and approve Mr. Xu Zhiming as the independent non-executive director of the Company; and

• 2.13. to consider and approve Mr. Jin Qinglu as the independent non-executive director of the Company.

• To consider and approve the resolution in relation to the election of the supervisory committee of the Company, including:

• 3.01. to consider and approve Mr. Zhang Qian as the supervisor who is not an employee representative of the Company;

• 3.02. to consider and approve Ms. Huang Laifang as the supervisor who is not an employee representative of the Company;

• 3.03. to consider and approve Ms. Tong Jie as the supervisor who is not an employee representative of the Company;

• 3.04. to consider and approve Mr. Liu Wenbin as the supervisor who is not an employee representative of the Company;

• 3.05. to consider and approve Mr. Yin Keding as the supervisor who is not an employee representative of the Company; and

• 3.06. to consider and approve Mr. Wu Zhengkui as the supervisor who is not an employee representative of the Company.

• To consider and approve the resolution in relation to application for conduction of cross-border businesses.

By order of the Board of Directors PAN Xinjun Chairman

Shanghai, the PRC January 20, 2018

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Notes:

1. Eligibility for attending the Extraordinary General Meeting and date of registration of holders for H Shares

The register of members of H Shares of the Company will be closed from Sunday, February 4, 2018 to Tuesday, March 6, 2018 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as shareholders on the register of members of H Shares of the Company before 4:30 p.m. on Friday, February 2, 2018 are entitled to attend and vote in respect of all resolutions to be proposed at this Extraordinary General Meeting.

In order to attend this Extraordinary General Meeting, holders of H Shares should ensure that 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, before 4:30 p.m. on Friday, February 2, 2018.

2. Proxy

• (1) Each shareholder entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder of the Company.

• (2) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.

To be valid, for holders of H Shares, the form of proxy and notarized power of attorney or other document of authorization must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the Extraordinary General Meeting (i.e. before 2:00 p.m. on Monday, March 5, 2018).

3. Registration procedures for attending the Extraordinary General Meeting

• (1) A shareholder or his proxy should present proof of identity when attending the Extraordinary General Meeting. If a shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body of such shareholder may attend the Extraordinary General Meeting by providing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.

• (2) Shareholders intending to attend the Extraordinary General Meeting in person or by their proxies should complete and return the reply slip for attending the Extraordinary General Meeting to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares), at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Wednesday, February 14, 2018.

4. Voting by poll

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a shareholders’ general meeting must be taken by poll.

5. Miscellaneous

• (1) The Extraordinary General Meeting is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

• (2) The address of Computershare Hong Kong Investor Services Limited is:

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

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• (3) The registered office of the Company:

22/F, 23/F and 25-29/F Building 2, No. 318 Zhongshan South Road Shanghai The People’s Republic of China Contact office: Office of the Board Telephone No.: 86 (21) 63325888 Facsimile No.: 86 (21) 63326010 Contact Person: Mr. DENG Haipeng

• (4) Please refer to the circular of the Company in relation to the Extraordinary General Meeting to be published on or before February 19, 2018 for details of the resolutions to be proposed at the Extraordinary General Meeting for consideration and approval.

As at the date of this notice, the Board of Directors comprises Mr. PAN Xinjun and Mr. JIN Wenzhong as executive Directors; Mr. WU Jianxiong, Mr. ZHANG Qian, Mr. WU Junhao, Mr. CHEN Bin, Mr. LI Xiang, Mr. XU Jianguo and Ms. HUANG Laifang as non-executive Directors; and Mr. XU Guoxiang, Mr. TAO Xiuming, Mr. WEI Anning, Mr. XU Zhiming and Mr. JIN Qinglu as independent non-executive Directors.

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