DFZQ — AGM Information 2025

Apr 28, 2025

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.

东方证券
—DFZQ—

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

(Stock Code: 03958)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the “Annual General Meeting”) of 東方證券股份有限公司 (the “Company”) will be held at Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the People’s Republic of China (the “PRC”) on Friday, May 23, 2025 at 2:00 p.m., for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors of the Company for the year 2024.
2. To consider and approve the report of the supervisory committee of the Company for the year 2024.
3. To consider and approve the work report of the independent directors of the Company for the year 2024.
4. To consider and approve the final accounts report of the Company for the year 2024.
5. To consider and approve the proposal regarding the proprietary business scale of the Company in 2025.
6. To consider and approve the profit distribution proposal of the Company for the year 2024.
7. To consider and approve the proposal regarding the 2025 interim profit distribution authorization of the Company.
8. To consider and approve the annual report of the Company for the year 2024.
9. To consider and approve the proposal regarding the projected routine related-party transactions of the Company in 2025:

9.01 Routine related-party transactions with Shenergy (Group) Company Limited and its related companies;

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9.02 Routine related-party transactions with other affiliated legal entities;
9.03 Routine related-party transactions with natural persons.

1. To consider and approve the proposal regarding the expected provision of guarantees by the Company in 2025.
2. To consider and approve the proposal regarding the engagement of accounting firm in 2025.
3. To consider and approve the report on the appraisal and remuneration of the directors of the Company for the year 2024.
4. To consider and approve the report on the appraisal and remuneration of the supervisors of the Company for the year 2024.
5. To consider and approve the proposal regarding the adjustment of remuneration of the independent directors of the Company.

SPECIAL RESOLUTION

1. To consider and approve the proposal regarding the amendments to certain articles of the Articles of Association.

By order of the Board of Directors
GONG Dexiong
Chairman

Shanghai, the PRC
April 29, 2025

Notes:

1. ELIGIBILITY FOR ATTENDING THE ANNUAL GENERAL MEETING AND DATE OF REGISTRATION FOR HOLDERS OF H SHARES

The register of members of H Shares of the Company will be closed from Tuesday, May 20, 2025 to Friday, May 23, 2025 (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 Monday, May 19, 2025 are entitled to attend and vote in respect of all resolutions to be proposed at the Annual General Meeting (except for shareholders who are required to abstain from voting on relevant resolution(s) to be proposed at the Annual General Meeting according to the Hong Kong Listing Rules and relevant PRC laws and regulations).

In order to attend the Annual 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 Monday, May 19, 2025.

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• PROXY

(1) Each shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxies in writing to attend and vote on his/her/their 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/her/their 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 Annual General Meeting (i.e. before 2:00 p.m. on Thursday, May 22, 2025).

1. REGISTRATION PROCEDURES FOR ATTENDING THE ANNUAL GENERAL MEETING

A shareholder or his/her/their proxy should present proof of identity when attending the Annual 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 Annual 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.

1. 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.

1. BOOK CLOSURE PERIOD FOR PROPOSED PAYMENT OF THE 2024 FINAL DIVIDEND

If the 2024 profit distribution proposal is approved, the final cash dividend for the year ended December 31, 2024 of RMB1.00 (inclusive of tax) for every 10 shares will be paid to the holders of H Shares of the Company within two months from the date of the AGM. The register of members of H Shares of the Company will be closed from Thursday, May 29, 2025 to Tuesday, June 3, 2025 (both days inclusive), during which time no share transfers of H Shares will be effected. In order to qualify for receiving the final dividend, holders of H Shares should ensure that all transfer documents, accompanied by the relevant H 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 Wednesday, May 28, 2025. Holders of H Shares whose names appear on the register of members of the H Shares on Tuesday, June 3, 2025 are entitled to receive the final dividend.

1. MISCELLANEOUS

(1) The Annual 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:

Orient Securities Building
No. 119 South Zhongshan Road
Huangpu District, Shanghai
the People's Republic of China

Contact department: Office of the Board
Telephone No.: 86(21) 6332 6373
Facsimile No.: 86(21) 6332 6010
Contact Person: Mr. WU Yibo

(4) Please refer to the circular of the Company in relation to the Annual General Meeting to be dispatched in due course for details of the resolutions to be proposed at the Annual General Meeting for consideration and approval.

As at the date of this notice, the Board of Directors comprises Mr. GONG Dexiong, Mr. LU Weiming and Mr. LU Dayin as executive Directors; Mr. XIE Weiqing, Mr. YANG Bo, Mr. SHI Lei, Ms. LI Yun, Mr. XU Yongmiao, Mr. REN Zhixiang and Mr. SUN Weidong as non-executive Directors; and Mr. WU Hong, Mr. FENG Xingdong, Mr. LUO Xinyu, Mr. CHAN Hon and Mr. ZHU Kai as independent non-executive Directors.

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