DFZQ — Board/Management Information 2017

Dec 5, 2017

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 announcement, 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 announcement.

(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)

ELECTIONS OF THE BOARD AND THE SUPERVISORY COMMITTEE

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A meeting of the board of directors (the “ Board ”) of 東方證券股份有限公司 (the “ Company ”) was convened on December 5, 2017, at which, among other things, the Resolution Regarding the Election of the Board and the Resolution Regarding the Amendments to Certain Articles in the Articles of Association of the Company were considered and approved. A meeting of the supervisory committee (the “ Supervisory Committee ”) of the Company was also convened on December 5, 2017, at which the Resolution Regarding the Election of the Supervisory Committee was considered and approved.

The Board has agreed to convene the first extraordinary general meeting (the “ EGM ”) for 2018 to consider the above resolutions.

ELECTION OF THE BOARD

The Board has considered and agreed to nominate Mr. Pan Xinjun and Mr. Jin Wenzhong as candidates for the executive directors of the fourth session of the Board, Mr. Liu Wei, Mr. Wu Junhao, Mr. Chen Bin, Mr. Li Xiang and Mr. Xu Jianguo as candidates for the non-executive directors of the fourth session of the Board, and Mr. Xu Guoxiang, Mr. Tao Xiuming, Mr. Wei Anning, Mr. Xu Zhiming and Mr. Jin Qinglu as candidates for the independent non-executive directors of the fourth session of the Board.

The fourth session of the Board will be composed of 13 directors, and in addition to the above nominated 12 director candidates, one employee representative director will be elected by the employees of the Company at the general meeting of employees’ representatives, staff meeting or otherwise by democratic election to join the fourth session of the Board directly.

All members of the fourth session of the Board shall serve a term of three years, which will be effective from the date of the approval at the EGM. The candidates who have not obtained the qualifications as directors or independent directors from the China Securities Regulatory Commission (the “ CSRC ”) shall be subject to the qualification as approved by the CSRC and shall hold their terms of office to the expiry of the terms of the fourth session of the Board.

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The Board has agreed to submit the above list of director candidates for consideration and approval at the EGM.

The biographical details for the director candidates of the fourth session of the Board are set out in Appendix 1 to this announcement. As at the date of this announcement and as far as the Board is aware, save as disclosed in this announcement, the director candidates have not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this announcement, save as disclosed in this announcement, the director candidates do not have other relationship with any directors, supervisors, senior management or substantial shareholders of the Company. The director candidates do not have any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed in this announcement, there is no other information in relation to the appointments of the director candidates which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”) nor are there any matters which need to be brought to the attention of the shareholders of the Company. The director candidates have not been penalized by the CSRC or other relevant departments or stock exchanges.

As at the date of this announcement, the Company has not entered into any service contract with the director candidates in terms of the appointment of the fourth session of the Board. The Board proposed to appoint the director candidates as directors of the Company. Unless adjustment is required by the relevant applicable laws and regulations, the terms of office of the director candidates shall end on the expiry date of the terms of office of the fourth session of the Board. The remuneration of Mr. Pan Xinjun and Mr. Jin Wenzhong will be determined in accordance with the Proposal on Implementation Plan for Remuneration and Performance Management of Management Members of the Company during their terms of office as executive directors. Mr. Liu Wei, Mr. Wu Junhao, Mr. Chen Bin, Mr. Li Xiang and Mr. Xu Jianguo will not receive remuneration from the Company during their terms of office as non-executive directors. The remuneration of Mr. Xu Guoxiang, Mr. Tao Xiuming, Mr. Wei Anning, Mr. Xu Zhiming and Mr. Jin Qinglu will be determined in accordance with the resolution in relation to the Adjustment of Remuneration of the Independent Directors of the Company during their terms of office as independent non-executive directors.

Due to the election of the Board, among the directors who are not appointed from employee representatives of the third session of the Board, Mr. Wu Jianxiong, Mr. Zhang Qian and Ms. Huang Laifang will no longer serve as directors or serve any position in the Board committees of the Company as the date of approval of election of the fourth session of the Board at the EGM. They confirm that they have no disagreement with the Board and there is no matter relating to their resignations that needs to be brought to the attention of the shareholders of the Company or the Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”).

Reference is made to the announcement of the Company dated October 16, 2017 on taking effect of appointment of independent non-executive director. Upon the approval of election of the fourth session of the Board at the EGM, the Company will be in compliance with the composition requirements of the remuneration and nomination committee under rule 3.25 and code provision A.5.1 of Appendix 14 of the Hong Kong Listing Rules.

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ELECTION OF THE SUPERVISORY COMMITTEE

The Supervisory Committee has considered and agreed to nominate Mr. Zhang Qian, Ms. Huang Laifang, Ms. Tong Jie, Mr. Liu Wenbin, Mr. Yin Keding and Mr. Wu Zhengkui as candidates for the supervisors who are not appointed from employee representatives of the fourth session of the Supervisory Committee.

The fourth session of the Supervisory Committee will be composed of nine supervisors, and in addition to the above nominated six supervisor candidates, three employee representative supervisors will be elected by the employees of the Company at the general meeting of employees’ representatives, staff meeting or otherwise by democratic election to join the fourth session of the Supervisory Committee directly.

All members of the fourth session of the Supervisory Committee shall serve a term of three years, which will be calculated from the date of the approval at the EGM. The candidates who have not obtained the qualifications as supervisors from the CSRC shall be subject to the qualification as approved by the CSRC and shall hold their terms of office to the expiry of the terms of the fourth session of the Supervisory Committee.

The Supervisory Committee has agreed to submit the above list of supervisor candidates other than the employee representative directors for consideration and approval at the EGM.

The biographical details for the supervisor candidates of the fourth session of the Supervisory Committee are set out in Appendix 2 to this announcement. As at the date of this announcement and as far as the Supervisory Committee is aware, save as disclosed in this announcement, the supervisor candidates have not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this announcement, save as disclosed in this announcement, the supervisor candidates do not have other relationship with any directors, supervisors, senior management or substantial shareholders of the Company. The supervisor candidates do not have any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed in this announcement, there is no other information in relation to the appointments of the supervisor candidates which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2) (h) to (v) of the Hong Kong Listing Rules nor are there any matters which need to be brought to the attention of the shareholders of the Company. The supervisor candidates have not been penalized by the CSRC or other relevant departments or stock exchanges.

As at the date of this announcement, the Company has not entered into any service contract with the supervisor candidates in terms of the appointment of the fourth session of the Supervisory Committee. The Supervisory Committee proposed to appoint the supervisor candidates as supervisors of the Company. Unless adjustment is required by the relevant applicable laws and regulations, the terms of office of the supervisor candidates shall end on the expiry date of the terms of office of the fourth session of the Supervisory Committee. The supervisors who are not appointed from employee representatives will not receive remuneration from the Company during their terms of office as supervisors.

Due to the election of the Supervisory Committee, among the supervisors who are not appointed from employee representatives of the third session of the Supervisory Committee, Mr. Song Xuefeng will no long server as supervisor of the Company as the date of approval of election of the fourth session of the Supervisory Committee at the EGM. Mr. Song Xuefeng confirms that he has no disagreement with the Board and the Supervisory Committee and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company or the Hong Kong Stock Exchange.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Pursuant to the requirements of relevant laws and regulations, the election plan for the fourth session of the Board and the Supervisory Committee, and actual needs of the operations and management of the Company, the Company proposed to amend certain articles in the articles of association of the Company (the “ Articles of Association ”). The amendments details are set out in Appendix 3 to this announcement.

The amendments to the Articles of Association have been approved by the 36th meeting of the third session of the Board and shall be proposed at the EGM for consideration and approval, and material articles therein will come into effect after being approved by the CSRC. The previous amendments to the Articles of Association have been approved at the 32nd meeting of the third session of the Board dated August 7, 2017 and the EGM dated September 27, 2017, but material articles of which have not been approved by the CSRC. The Company will announce separately upon the approval.

GENERAL MATTERS

A circular containing, among other things, details of the above resolutions, together with the notice of the EGM, will be despatched to the shareholders in due course.

By order of the Board of Directors PAN Xinjun Chairman

Shanghai, PRC December 5, 2017

As at the date of this announcement, the Board 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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APPENDIX 1: BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

CANDIDATES FOR EXECUTIVE DIRECTORS

Mr. Pan Xinjun , born in 1961, holds a master’s degree in business administration and is a senior economist. Currently, he is the secretary of CPC party committee, chairman and executive director of the Company, the chairman of Citi Orient Securities Co., Ltd. and a director of Shanghai Orient Securities Asset Management Co., Ltd. Mr. Pan served as the acting secretary then the secretary of the CPC party branch of Yuyuan Road corporate sub-office of Changning district office of Industrial and Commercial Bank of China, Shanghai branch from June 1984 to January 1986, the liaison of the party rectification office, the secretary of the CPC party branch of Yuyuan Road corporate sub-office of Changning district office and a senior staff member of the organization division of the Industrial and Commercial Bank of China, Shanghai branch from March 1985 to October 1988, the chairman of the labor union, deputy director, president of the sub-branch, and the secretary of CPC party committee in the Industrial and Commercial Bank of China, Shanghai branch, Changning district office from November 1988 to January 2003, the deputy secretary of CPC party committee and the general manager of the Company from January 2003 to January 2010, the secretary of CPC party committee, chairman and general manager of the Company from January 2010 to September 2010, the chairman of the Board of China Universal Asset Management Company Limited from June 2012 to April 2015, a director of Orient Finance Holdings (Hong Kong) Limited from November 2014 to August 2015, and the chairman of the Board and a director of Shanghai Orient Securities Capital Investment Co., Ltd. from March 2013 to August 2015. Mr. Pan was appointed as the chairman of the Board and the secretary of CPC party committee of the Company in September 2010.

Mr. Jin Wenzhong , born in 1964, holds a master’s degree in economics and is an economist. Currently, he is the deputy secretary of CPC party committee, executive director and president of the Company, the chairman of Shanghai Orient Securities Capital Investment Co., Ltd., the chairman of Shanghai Orient Securities Futures Co., Ltd., a director of Shanghai Orient Securities Innovation Investment Co., Ltd., and a director of Shanghai Orient Securities Asset Management Co., Ltd.. Mr. Jin served as the deputy manager of the distribution department, the deputy director of the research institute and the assistant to the president of Wanguo Securities from January 1992 to September 1995, the deputy director of the office for enterprise modernization committee of Nomura Securities from October 1995 to December 1997, and a member of the CPC party committee and the deputy general manager of the Company from December 1997 to September 2010. Mr. Jin has been serving as deputy CPC party committee secretary, executive director, and president of the Company since September 2010.

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

Mr. Liu Wei , born in 1973, a CPC party member, holds a bachelor’s degree and a master’s degree in law. Currently, he is the manager of human resource department of Shenergy (Group) Company Limited. Mr. Liu served as a clerk of the Enforcement Division (section officer), a clerk, then an assistant judge of the Economic Division, and an assistant judge of the Office (deputy section head level) of People’s Court of Huangpu District from July 1996 to December 2001, an assistant judge of the Office (deputy section head level), an assistant judge of the Office (section head level), the deputy section chief of the General Section of the Office, the director of the President’s Office of the Office, a judge (deputy division head level), and the deputy director of the Office of Higher People’s Court of Shanghai Municipality from December 2001 to May 2013, the deputy director of the Office of Organization Department, the deputy director and consultant of General Official Division of Municipal Committee from May 2013 to September 2017. Mr. Liu has been serving as the manager of human resource department of Shenergy (Group) Company Limited since September 2017.

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Mr. Wu Junhao , born in 1965, holds a master’s degree and is an economist. Currently, he is a non-executive director of the Company, the manager of the financial management department of Shenergy (Group) Company Limited, a director of China Pacific Insurance (Group) Co., Ltd., a director of China Pacific Life Insurance Co., Ltd., a director of China Pacific Property Insurance Co., Ltd., a director of Shanghai Jiulian Group Co., Ltd., a director of Shanghai ICY New Energy Venture Capital Investment Co., Ltd., a director of Chengdu Xinshen Venture Capital Co., Ltd., a supervisor of China Everbright Bank Company Limited, a supervisor of Shanghai ICY Capital Co., Ltd., the chairman of the supervisory committee of Shanghai Shenergy Lease Co., Ltd., and the chairman of the supervisory committee of Shanghai Shenergy ICY Equity Investment Co., Ltd. Mr. Wu served as the executive vice president of Shanghai New Resource Investment Consulting Co., Ltd. and the deputy general manager of Shanghai Pericom Investment Company. He also served as the deputy director of Shanghai Shenergy Asset Management Co., Ltd. from September 2003 to January 2006, and the deputy director, director and senior manager of the asset management department, and the vice president (in charge of affairs) of the financial management department in Shenergy (Group) Company Limited from February 2006 to April 2011. Mr. Wu has been serving as the manager of financial management department in Shenergy (Group) Company Limited since April 2011.

Mr. Chen Bin , born in 1981, holds a master’s degree. Currently, he is a non-executive director of the Company and the deputy general manager of Shanghai Haiyan Investment Management Company Limited (上海海 煙投資管理有限公司). Mr. Chen served as an officer of investment management department of Shanghai Tobacco (Group) Company from July 2003 to January 2010, an assistant to section chief, section chief, and the assistant to director of investment management department of Shanghai Tobacco (Group) Company (now renamed as Shanghai Tobacco Group Co, Ltd.) from January 2010 to October 2016, and the assistant to general manager of Shanghai Haiyan Investment Management Company Limited from April 2014 to February 2017. Mr. Chen has been a non-executive director of Haitong Securities Co., Ltd. since October 2014 and the deputy general manager of Shanghai Haiyan Investment Management Company Limited since February 2017.

Mr. Li Xiang , born in 1971, holds a bachelor’s degree. Currently, he is a non-executive director of the Company, a member of CPC party committee and the deputy general manager of Shanghai United Media Group, the secretary of CPC party committee and a director of Shanghai Xinhua Publishing Group Limited, the secretary of CPC party committee and a director of Shanghai XinHua Media Co., Ltd., the executive director and legal representative of Shanghai Wenxin Economic Development Co., Ltd., a director of Shanghai Call Center Co., Ltd., a director of JieMian (Shanghai) Internet Technology Co., Ltd., a director of Shanghai Oriental Pearl Real Estate Co., Ltd., a director of Shanghai Shangbao Asset Management Co., Ltd., a director of Shanghai Morning Post Culture Media Co., Ltd., a director of Shanghai Read Information Technology Co., Ltd., a director of Shanghai Oriental Press Co., Ltd., a director of Shanghai Post Full-time Logistics Distribution Co., Ltd.(上海郵政全日送物流配送有限公司), and a director of Shanghai DonJie Advertising Media Co., Ltd. Mr. Li served as a journalist, a deputy director, and the director of the Column Division of the Economy Department of Shanghai Wen Hui Daily from July 1995 to January 2008, the deputy director and director of the economic management department of Wenhui-Xinmin United Press Group from January 2008 to October 2013, a director of Shanghai Wenxin Investment Co., Ltd. from May 2010 to January 2016, a director of Shanghai Xinmin Media Co., Ltd. from February 2010 to January 2016, a director of Shanghai Wenhui-Xinmin Industrial Co., Ltd. from November 2010 to September 2016, a director of China Universal Asset Management Company Limited from April 2015 to November 2016, the director of the operation management office of Shanghai United Media Group from October 2013 to May 2017, and the secretary of CPC party committee and the president of Shanghai XinHua Media Co., Ltd. from June 2017 to October 2017. Mr. Li has been a member of CPC party committee and the deputy general manager of Shanghai United Media Group since November 2017.

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Mr. Xu Jianguo , born in 1964, holds a master’s degree in accountancy. Currently, he is a non-executive director of the Company, the head of financial budget department of Shanghai Electric (Group) Corporation, Ltd., a director of Shanghai Highly (Group) Co., Ltd., a director of Shanghai Life Insurance Co., Ltd., a director of Shanghai Electric Group Finance LLC, a director of Haitong Securities Co., Ltd., and a director of Shanghai Micro Electronics Equipment Group Co., Ltd. Mr. Xu served in Shanghai Cable Works (上海電纜 廠) from July 1984 to December 2001, served in Shanghai Electric (Group) Corporation from January 2002 to March 2004, and served as senior supervisor of the assets and finance department of Shanghai Electric Asset Management Co., Ltd. from April 2004 to September 2005, an assistant to the financial manager of the first management department of Shanghai Electric Assets Management Company Limited from September 2005 to August 2008, the chief financial officer of Shanghai Lida Heavy Industrial Manufacturing Co., Ltd from March 2006 to August 2008, the deputy head of the assets and finance department of Shanghai Electric Assets Management Company Limited from August 2008 to December 2009, as well as the deputy head of the financial budget department of Shanghai Electric (Group) Corporation form December 2009 to April 2013. Mr. Xu has been serving as the head of the financial budget department of Shanghai Electric (Group) Corporation since April 2013.

CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Xu Guoxiang , born in 1960, is a CPC party member, a doctor and a professor. Currently, he is an independent non-executive director of the Company, a director of the Research Center for Applied Statistics of Shanghai University of Finance and Economics, a chair professor of the School of Statistics and Management of Shanghai University of Finance and Economics, an independent director of Baoding Tianwei Baobian Electric Co., Ltd., an independent director of China Enterprise Company Limited, an independent director of Luzhou Laojiao Co., Ltd., a supervisor of Dazhong Transportation (Group) Co., Ltd., and a supervisor of Shanghai Xintonglian Packaging Co., Ltd. Mr. Xu served as a lecturer of the Department of Management of Shanghai Maritime University, and a lecturer, associate professor, professor and the department head of the Department of Statistics of Shanghai University of Finance and Economics from January 1986 to May 2003. Mr. Xu has been the director of the Research Center for Applied Statistics of Shanghai University of Finance and Economics since June 2003.

Mr. Tao Xiuming , born in 1964, holds a doctorate in law and is a CPC party member. Currently, he is an independent non-executive director of the Company, a founding partner and the management committee director of Beijing JunZeJun Law Offices, an executive director of Beijing Houjian Investment Co., Ltd., and an independent director of Taikang Asset Management Co., Ltd. Mr. Tao served in the China Law Counsel Center from July 1989 to April 1992, and in the Institute of International Law of Chinese Academy of Social Sciences from April 1992 to December 1994. Mr. Tao has been a founding partner and the management committee director of Beijing JunZeJun Law Offices since July 1995.

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Mr. Wei Anning , born in 1963, holds a doctorate. Currently, he is an independent non-executive director of the Company, the executive director and the general manager of Shanghai Guwang Investment Management Limited, an independent director of Hwabao WP Fund Management Co., Ltd., a director of Hangzhou United Rural Commercial Bank Co. Ltd., an independent director of DaChan Food (Asia) Limited, and a director of Xinjiang Tycoon Group Co., Ltd. and a director of Yantai Changyu Pioneer Wine Company Limited. Mr. Wei served as a lecturer of the Department of Economics and Statistics of Ningxia Broadcasting and Television University (Yinchuan) (寧夏廣播電視大學(銀川)), a director and assistant researcher of the Economic Development Office of the Economic Research Institute of Chinese Academy of Social Science, an agricultural economist of Agriculture and Natural Resources Bureau of World Bank. Mr. Wei served as a director and a director of agriculture, food, industry and commerce of Rabo bank in Northeastern Asia from February 1998 to January 2003, the executive vice president of New Hope Group from February 2003 to June 2006, the director of Chinese Business Development, CEO in China and president of Shanghai Branch of Fortis Bank Belgium from January 2007 to July 2010, and the chairman of Shandong Pacific Zhonghui Group from August 2010 to August 2012. Mr. Wei has been the executive director and the general manager of Shanghai Guwang Investment Management Limited since September 2010.

Mr. Xu Zhiming , born in 1961, holds a doctorate in economics. Currently, he is an independent non-executive director of the Company, a founding partner of China Broadband Capital. Mr. Xu served as a research analyst of Institute for International Studies in China International Trust and Investment Corporation, and the codirector of corporate finance department and co-director of capital market department of Nomura International (Hong Kong) Limited, a director and the director of investment banking division in the Great China Region of National Westminster Bank of Britain, a director and the director of corporate financing division in the Great China Region of Bank of Boston of the US from December 1986 to August 1999, an executive director of China Resources Enterprise, Limited, an executive director of China Resources (Beijing) Land Limited, the managing director and chief operating officer of China Resources Logic Limited from August 1999 to December 2001, as well as a senior consultant of TOM Group Limited, and an executive director and chief operating officer of TOM Online Inc from January 2002 to May 2005. Mr. Xu has been a founding partner of China Broadband Capital since March 2006.

Mr. Jin Qinglu , born in 1972, CPC party member, holds a doctorate and is a professor. Currently, he is an independent non-executive director of the Company, the vice dean of the School of Accountancy, a vice dean of the Institute of Accounting and Finance, and the director of the Collaborative Innovation Center for Accounting Reform and Development of Shanghai University of Finance and Economics, and an independent director of Shanghai Emperor Of Cleaning Hi-tech Co., Ltd. Mr. Jin served as an assistant professor in the School of Accountancy of Shanghai University of Finance and Economics from June 2005 to June 2011, then a vice professor in the School of Accountancy of Shanghai University of Finance and Economics from July 2011 to June 2012. Mr. Jin has been a professor in the School of Accountancy of Shanghai University of Finance and Economics since July 2012, the vice dean of the School of Accountancy of Shanghai University of Finance and Economics since April 2015, and the director of the Collaborative Innovation Center for Accounting Reform and Development of Shanghai University of Finance and Economics since January 2016.

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APPENDIX 2: BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES

CANDIDATES FOR SUPERVISORS WHO ARE NOT APPOINTED FROM EMPLOYEE REPRESENTATIVES

Mr. Zhang Qian , born in 1974, a CPC party member, holds a master’s degree in business administration, and is an economist. Currently, he is a non-executive director of the Company, the deputy general manager of Shenergy (Group) Company Limited, the chairman of Shanghai Jiulian Group Co., Ltd., and the chairman of Shanghai Shenergy ICY Equity Investment Co., Ltd. Mr. Zhang joined Shenergy (Group) Company Limited in July 1996, he served as the deputy director and the director of the comprehensive management department of Shenergy (Group) Company Limited from January 2001 to October 2004, the deputy manager and the manager of the financial asset department of Shanghai Shenergy Asset Management Co., Ltd. from October 2004 to January 2006, the deputy head of the preparatory team of Shenergy Group Finance Co., Ltd. from January 2006 to February 2007, the deputy general manager of Shenergy Group Finance Co., Ltd. from February 2007 to August 2009, as well as the secretary of the CPC party branch and the general manager of Shenergy Group Finance Co., Ltd. from August 2009 to July 2016, during which period,Mr. Zhang has been serving as deputy general manager of Shenergy (Group) Company Limited since September 2015.

Ms. Huang Laifang , born in 1969, holds a master’s degree in business administration and is an economist. Currently, she is a non-executive director of the Company, the deputy general manager, the president of the labour union, and the curator of the Post Office Museum of the Shanghai Branch of China Post Group Corporation. Ms. Huang served as the chief of the accounting section of Baoshan District Post Bureau of Shanghai Post Company from July 2006 to January 2009, deputy director of Baoshan District Post Bureau of Shanghai Post Company from January 2009 to November 2010, director and the party committee secretary of Baoshan District Post Bureau of Shanghai Post Company from November 2010 to April 2013, the manager of sales department from April 2013 to July 2014, general manager of marketing department of Shanghai Post Company from July 2014 to May 2015, and general manager of marketing department of Shanghai Branch of China Post Group Corporation from May 2015 to February 2016. Ms. Huang has been serving as the vice general manager of the Shanghai branch of China Post Group since February 2016, and the president of the labour union and the curator of the Post Office Museum of the Shanghai branch of China Post Group since June 2016.

Ms. Tong Jie , born in 1968, holds a bachelor’s degree. Currently, she is the chief financial officer of Shanghai Jinqiao Export Processing Zone Development Co., Ltd. She served as the audit supervisor of China First Tractor Engineering Machinery Group Co., Ltd. (中國第一拖拉機工程機械集團有限公司) from December 1988 to December 2001, the internal audit supervisor, vice manager of the financial department, vice manager of the capital operation department, and manager of the financial department of Zhongbang Group Limited from December 2001 to December 2008, the senior audit manager of Xuhui Group Co., Ltd. from December 2008 to August 2009 and the external task supervisor of the Managing Centre of Director and Supervisor under the State-owned Assets Supervision and Administration Commission of Pudong New District of Shanghai (上海市浦東新區國資委董事監事管理中心) from August 2009 to May 2016. She has been the chief financial officer of Shanghai Jinqiao Export Processing Zone Development Co., Ltd. since May 2016.

Mr. Liu Wenbin , born in 1975, a CPC party member, holds a master’s degree in accountancy and is a senior accountant. Currently, he is a supervisor of the Company and the financial controller of China Great Wall Technology Group Co., Ltd. Mr. Liu served as the accountant, financial manager, financial department director, deputy chief accountant and the chief financial officer of the subsidiaries of Great Wall Information Industry Co., Ltd. from June 2000 to February 2017. Mr. Liu has been the chief financial officer of China Great Wall Technology Group Co., Ltd. since February 2017.

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Mr. Yin Keding , born in 1964, a CPC party member, holds a bachelor’s degree and is a senior accountant. Currently, he is a supervisor of the Company, the chief accountant of Shanghai Construction Group Co., Ltd., and a director of Shanghai Pudong CCB Rural Bank Company Limited. Mr. Yin served as the financial director of the overseas business department of Shanghai Construction (Group) General Co., Ltd. from July 1987 to July 2001, the financial controller of HKC (Holdings) Limited from July 2001 to June 2004, the deputy director of the financial department of Shanghai Construction (Group) General from June 2004 to January 2005, the chief accountant of Shanghai Construction (Group) General south branch from January 2005 to January 2009, the chief accountant of Shanghai No.2 Construction Company Limited from January 2010 to October 2011, as well as the deputy chief accountant of Shanghai Construction Group Co., Ltd from October 2011 to December 2012. Mr. Yin has been the chief accountant of Shanghai Construction Group Co., Ltd. since December 2012, and a director of Shanghai Pudong CCB Rural Bank Company Limited since January 2014.

Mr. Wu Zhengkui , born in 1974, a CPC party member, holds a master’s degree and is an accountant. Currently, he is a supervisor of the Company, the deputy general manager of the financial department of Greenland Holding Group Company Limited, the executive deputy general manager of the auditing centre of Greenland Holding Group, a director of Shanghai Greenland Construction (Group) Co., Ltd., a director of Shanghai Yunfeng (Group) Co., Ltd., a supervisor of Greenland Financial Investment Holding Group Co., Ltd., the financial controller of Shanghai Xinhua Publishing Group Limited, a director of the Bank of Jinzhou Co., Ltd., and an executive director of Greenland Hong Kong Holdings Limited. Mr. Wu served as a staff of Jiangsu Tianneng Group from September 1998 to December 1999, an accountant of Kunshan Southern Chemical Plant from January 2000 to February 2001, and the manager of financial department of Shanghai Greenland Construction Engineering Co., Ltd. from January 2002 to December 2003. Mr. Wu has been the manager of financial department, the assistant to general manager, the deputy general manager of the financial department, and the executive deputy general manager of the auditing centre of Greenland Holding Group Company Limited since January 2004. He also has been a director of Shanghai Yunfeng (Group) Co., Ltd. since January 2008, a supervisor of Greenland Financial Investment Holding Group Co., Ltd. since June 2011, the financial controller of Shanghai Xinhua Publishing Group Limited since January 2007, and a director of the Bank of Jinzhou Co., Ltd. since October 2011.

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APPENDIX 3: AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article		To be amended as	Basis
Articles of Association:
Article 62The shareholders’ general meeting is the authority of the Company and shall exercise the following functions and powers in accordance with the laws: (1) to determine the operating policies and investment plans of the Company; (2) to elect and replace directors and to determine the remuneration of the relevant Directors; (3) to elect and replace supervisors appointed from shareholder representatives, and to determine the remuneration of the relevant supervisors; (4)⋯(19) ⋯		Article 62The shareholders’ general meeting is the authority of the Company and shall exercise the following functions and powers in accordance with the laws: (1) to determine the operating policies and investment plans of the Company; (2) to elect and replace the directors who are not appointed from employee representatives and to determine the remuneration of the relevant Directors; (3) to elect and replace the supervisors who are not appointed from employee representatives ,and to determine the remuneration of the relevant supervisors; (4)⋯(19) ⋯	According to the election proposal of the Board and the Supervisory Committee, the Company proposed to add employee representative directors and accordingly improve the relevant terms of the Article of Association

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Article 135 Directors shall be elected or replaced at the shareholders’ general meeting. A director shall serve a term of three years, and may seek reelection upon expiry of the said term. The term of a director shall be calculated from the date upon which the resolution was approved at the shareholders’ general meeting to the expiry of the current Board.

The shareholders’ general meeting shall not dismiss any director without valid reasons prior to the expiry of his/her service term. If a director is removed by the shareholders’ general meeting before his/her term of office expires, relevant explanation shall be provided. The director being removed shall be entitled to state his/her opinion to the shareholders’ general meeting, CSRC or its delegated authority.

Subject to the relevant laws and administrative regulations, a director can be removed by an ordinary resolution passed at the shareholders’ general meeting before the expiry of his/her term of office (such removal does not prejudice the director’s claim for damages pursuant to any contract).

If the term of office of a director expires but reelection is not made responsively, the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, departmental rules and the Articles of Association until a new director is elected.

Article 135 Directors who are not appointed from employee representatives shall be elected or replaced at the shareholders’ general meeting. A director shall serve a term of three years, and may seek reelection upon expiry of the said term. The term of a director shall be calculated from the date upon which the resolution was approved at the shareholders’ general meeting to the expiry of the current Board.

The shareholders’ general meeting shall not dismiss any director without valid reasons prior to the expiry of his/her service term. If a director who is not appointed from employee representatives is removed by the shareholders’ general meeting before his/her term of office expires, relevant explanation shall be provided. The director being removed shall be entitled to state his/her opinion to the shareholders’ general meeting, CSRC or its delegated authority.

Subject to the relevant laws and administrative regulations, a director can be removed by an ordinary resolution passed at the shareholders’ general meeting before the expiry of his/her term of office (such removal does not prejudice the director’s claim for damages pursuant to any contract). Employee representative directors shall be elected by the employees of the Company at the general meeting of employees’ representatives, staff meeting or otherwise by democratic election to join the Board directly.

According to the election proposal of the Board and the Supervisory Committee, the Company proposed to add employee representative directors, accordingly improve the relevant terms of the Article of Association and specify the election procedure of employee representative directors

If the term of office of a director expires but reelection is not made responsively, the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, departmental rules and the Articles of Association until a new director is elected.

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	Article 151The Company shall have a board accountable to the shareholders’ general meeting. The Board consists of16 directors, including at least one- third of independent directors. The Board shall have a chairman and a vice chairman.		Article 151The Company shall have a board accountable to the shareholders’ general meeting. The Board consists of 13 directors, includingone employee representative director and at least one-third of independent directors. The Board shall have a chairman and a vice chairman.	Election proposal of the Board and the Supervisory Committee
	Article 152The Board shall perform the following duties: (1)⋯(15) (16) to review and decide on compliance management policy and urge, examine and assess compliance management; (17)⋯(18)		Article 152The Board shall perform the following duties: (1)⋯(15) (16) to determine the compliance management objectives of the Company, to undertake responsibility on the effectiveness of compliance management, and fulfil compliance management duties, including but not limited to: to consider and approve the fundamental policy for compliance management and the annual compliance reports, to establish the mechanism for direct communication with the chief compliance officer, to evaluate the effectiveness of compliance management, to supervise the rectification of issues in compliance management; (17)⋯(18)	“Measures on Compliance Management of Securities Companies and Securities Investment Fund Management Companies” (CSRC Order No. 133) and “Guidelines for Implementation of Compliance Management of Securities Companies” (Securities Association of China [2017] No. 208)

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	Article 187The president shall be accountable to the Board and perform the following duties: (1)⋯(5) (6) to implement compliance management of daily operations; (7)⋯(13) ⋯		Article 187The president shall be accountable to the Board and perform the following duties: (1)⋯(5) (6) to take charge of achieving the compliance management objectives, to undertake responsibility of compliant operation, to fulfil compliance management duties, including but not limited to: to establish a sound organizational structure for compliance management, to follow the compliance management procedures, to delegate adequate and suitable compliance management officers and to offer them sufficient human resources, material resources, financial resources, technical support and guarantee for their performance of duties, to timely report and rectify identified non-compliance and implementing accountability, to perform other compliance management duties as stated in the Articles of Association or relevant systems of the Company, or as determined by the Board; (7)⋯(13) ⋯	“Measures on Compliance Management of Securities Companies and Securities Investment Fund Management Companies” (CSRC Order No. 133) and “Guidelines for Implementation of Compliance Management of Securities Companies” (Securities Association of China [2017] No. 208)
	Article 198The term of office of a supervisor shall be three years. Supervisors who are shareholders shall be elected or replaced by the shareholders’ general meeting and supervisors who are employees shall be democratically elected or replaced by the Company’s employees. The term of office of a supervisor is renewable upon re-election and re-appointment.		Article 198The term of office of a supervisor shall be three years. Supervisorswho are not appointed from employee representatives shall be elected or replaced by the shareholders’ general meeting and supervisors who are employees shall be democratically elected or replaced by the Company’s employees. The term of office of a supervisor is renewable upon re-election and re-appointment.	Improving the terms of the Articles of Association

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Article 199 Any Supervisor who fails to attend supervisory committee meetings in person or by proxy three times consecutively, shall be deemed non-performance of duties and shall be removed and replaced by the shareholders’ general meeting or the general meeting of employees’ representatives. If a Supervisor is removed from his/ her office by the shareholders’ general meeting before the expiration of his/ her term, relevant explanation shall be provided. The supervisor being removed shall be entitled to express opinions at the shareholders’ general meeting, to the CSRC or its local branches.		Article 199 Any Supervisor who fails to attend supervisory committee meetings in person or by proxy three times consecutively, shall be deemed non-performance of duties and shall be removed and replaced by the shareholders’ general meeting or the general meeting of employees’ representatives. If a Supervisorwho is not appointed from employee representatives is removed from his/her office by the shareholders’ general meeting before the expiration of his/her term, relevant explanation shall be provided. The supervisor being removed shall be entitled to express opinions at the shareholders’ general meeting, to the CSRC or its local branches.	Improving the terms of the Articles of Association
Article 205 The Company shall have the Supervisory Committee. The Supervisory Committee shall consist of seven supervisors, of which the employee representatives shall account for at least one third. The employee representatives in the Supervisory Committee are elected by the staff of the Company through employee representatives’ meeting, staff meeting or otherwise bydemocratic election.		Article 205 The Company shall have the Supervisory Committee. The Supervisory Committee shall consist of nine supervisors, of which the employee supervisors shall account for at least one third. The employee supervisors in the Supervisory Committee are elected by the staff of the Company through employee representatives’ meeting, staff meeting or otherwise bydemocratic election.	Election proposal of the Board and the Supervisory Committee

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Article 207 The Supervisory Committee shall perform the following duties: (1)⋯(3) (4) to require directors, president or other senior management to rectify their behaviors in breach of relevant laws, regulations or the Articles of Association or damaging the interests of the Company, shareholders or customers during the performance of their duties within a limited period. Where the damage is material or relevant directors or senior management fail to rectify such behaviors within the required period, proposal shall be made to remove such directors or senior management or to convene a shareholders’ general meeting to submit a special resolution to such shareholders’ general meeting; (5)⋯(11)		Article 207 The Supervisory Committee shall perform the following duties: (1)⋯(3) (4) to supervise the performance of compliance management duties by the Directors and senior management; (5) to require directors, president or other senior management to rectify their behaviors in breach of relevant laws, regulations or the Articles of Association or damaging the interests of the Company, shareholders or customers during the performance of their duties within a limited period. Where the damage is material or relevant directors or senior management fail to rectify such behaviors within the required period, proposal shall be made to remove such directors or senior management or to convene a shareholders’ general meeting to submit a special resolution to such shareholders’ general meeting. The Supervisory Committee may propose the dismissal of any Directors or senior management members who assume the primary and leadership responsibility for material compliance risks; (6)⋯(12)	“Measures on Compliance Management of Securities Companies and Securities Investment Fund Management Companies” (CSRC Order No. 133) and “Guidelines for Implementation of Compliance Management of Securities Companies” (Securities Association of China [2017] No. 208)

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Article 215 The Company shall have a chief compliance officer who is responsible for the compliance of the Company and a senior management of the Company. The chief compliance officer shall be accountable to the Board of Directors. The chief compliance officer shall report his/her daily work to the chairman.

The chief compliance officer shall not concurrently hold a post contrary to his/ her compliance management duties and shall not be in charge of a department of which the functions are contrary to the compliance management duties.

Article 215 The Company shall have a chief compliance officer who is responsible for the compliance of the Company and a senior management of the Company. The chief compliance officer shall be accountable to the Board of Directors. The chief compliance officer shall report his/her daily work to the chairman.

The chief compliance officer shall not concurrently hold a post contrary to his/ her compliance management duties and shall not be in charge of a department of which the functions are contrary to the compliance management duties.

“Measures on Compliance Management of Securities Companies and Securities Investment Fund Management Companies” (CSRC Order No. 133) and “Guidelines for Implementation of Compliance Management of Securities Companies” (Securities Association of China [2017] No. 208)

The chief compliance officer shall The chief compliance officer shall have the qualifications required by have the qualifications required by laws and regulations, be nominated by laws and regulations, be nominated by the chairman, appointed and removed the chairman, appointed and removed by the Board of Directors. The by the Board of Directors. For the appointment and removal shall be in appointment of the chief compliance compliance with relevant provisions officer, the Company shall file his/her of laws and regulations. resume and the relevant certification materials to the relevant local branch office of the CSRC. The chief compliance officer of the Company shall take office upon the approval by the relevant local branch office of the CSRC. The dismissal of the chief compliance officer by the Company before the expiry of his/her term of office shall be supported by proper reasons. A written report on the reasons thereof shall be submitted to the local branch office of the CSRC 10 working days before the relevant board meeting is convened.

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		If the chief compliance officer is unable to perform his duties or is absent, his duties shall be performed by the chairman of the Board or the president of the Company. A written report shall be submitted to the relevant local branch office of the CSRC within 3 working days from the date of such determination. The period during which the duties of the chief compliance officer are performed by the chairman or president shall not exceed six months. The chief compliance officer may tender his/her resignation to the Board one month in advance and shall also report to the relevant local branch office of the CSRC. The chief compliance officer shall continue to perform his/her duties until the resignation is approved. In the event that the chief compliance officer is absent, the Company shall engage a person satisfying the relevant laws and regulations to serve as the chief compliance officer within six months.
Article 216The duties of the chief compliance officer shall be as follows: (1) to issue written compliance examination opinions with respect to internal management systems, major decisions, new products and new business plans of the Company. The chief compliance officer shall examine application materials or reports to be submitted to regulatory authorities by the Company as required by such authorities and give opinions on the application materials or reports with his/her signatory;		Article 216The duties of the chief compliance officer shall be as follows: (1) to issue written compliance examination opinions with respect to internal management systems, major decisions, new products and new business plans of the Company. The chief compliance officer shall examine application materials or reports to be submitted to regulatory authorities by the Company as required by such authorities and give opinions on the application materials or reports with his/her signatory;	“Measures on Compliance Management of Securities Companies and Securities Investment Fund Management Companies” (CSRC Order No. 133) and “Guidelines for Implementation of Compliance Management of Securities Companies” (Securities Association of China [2017] No. 208)

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(2) to supervise the compliance of operation management and practices of the Company and its employees, and conduct regular and irregular examinations in accordance with requirements of securities regulatory authorities and regulations of the Company; (3) to report to the Board of Directors in a timely manner and to the Supervisory Committee, managers and regulatory authorities at the same time when violation of laws and regulations or compliance risk is found. The chief compliance officer shall also report to relevant self- regulatory organizations in the event of violation of industrial standards and self-regulatory rules; (4) to timely advise relevant organizations or departments of the Company on stopping and handling of potential violation of laws and regulations and compliance risk and supervise the rectification; (5)⋯(8)		(2) to organize the formulation of the fundamental system for compliance management and other compliance management systems, and to supervise the implementation of such systems by all subordinate entities; (3) to supervise the compliance of operation management and practices of the Company and its employees, and conduct regular and irregular examinations in accordance with requirements of securities regulatory authorities and regulations of the Company; (4) to report the compliance of the Company’s operation and management and the implementation of compliance management work to the Board and the person-in-charge of operation and management, to report to the Board, the Supervisory Committee and the person-in-charge of operation and management in a timely manner when identifies any non-compliance and hidden risks of non-compliance, to offer advice on remedy and supervise the rectification, and to procure the Company to report to the local branch office of the CSRC in time. In the event that the Company fails to report in time, it shall directly report to the local branch office of the CSRC. In the case of violation of industrial standards and self-regulatory rules, it shall also report to the relevant self-regulatory organizations; (5)⋯(8)

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(9) to consult with securities regulatory authorities or self- regulatory organizations when there are ambiguities in laws, regulations and standards which affect his/her judgment on the compliance of the operation and management and practice of the Company and its employees; (10) to organize and implement policies of anti-money laundering and control mechanism on internal information; (11)to handle complaints and reports regarding illegal acts and violations of the Company and employees; (12) to perform other duties which are not contrary to the compliance management duties, as granted by the Board of Directors.		(9) to consult with securities regulatory authorities or self- regulatory organizations when there are ambiguities in laws, regulations and standards which affect his/her judgment on the compliance of the operation and management and practice of the Company and its employees. Where there are changes in any laws, regulation or rules, it shall promptly make recommendations to the Board or senior management and monitor the relevant departments to evaluate the impact on compliance management as well as make corresponding amendments and improvements to relevant systems and workflows; (10) to assist the Board and senior management in establishing and implementing the information firewall for anti-money laundering and inside information, and the management system for conflict of interest; (11) to guide and supervise the relevant departments in handling complaints and reports regarding non-compliance of the Company and employees; (12) to maintain record for inspection of the documents and information in relation to the duties performed, such as the issue of compliance review advice and compliance consultancy advice, the execution of documents, and the original copy of compliance review, and to record the details of performance of duties;

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			(13) to perform other duties which are not contrary to the compliance management duties, as granted by the Board of Directors. In the event that the Company does not adopt the compliance review advice of the chief compliance officer, the relevant matter shall be submitted to the Board of Directors for determination.
	Article 217Guarantees for the chief compliance officer to perform its duties: (1) The Board of Directors of the Company shall formulate a set of comprehensive and practicable compliance management system and supervise its implementation, so as to provide institutional protections for the chief compliance officer to exercise its authorities. (2) The Company shall ensure that the chief compliance officer enjoys sufficient right of information. The chief compliance officer shall be entitled to participate or attendthe relevant meetings of the Company, have access to all relevant documents and materials in relation to fulfillment of his/her duties in order to acquire necessary and sufficient information.		Article 217Guarantees for the chief compliance officer to perform its duties: (1) The Board of Directors of the Company shall formulate a set of comprehensive and practicable compliance management system and supervise its implementation, so as to provide institutional protections for the chief compliance officer to exercise its authorities. (2) The Company shall ensure that the chief compliance officer enjoys sufficient right of information. The chief compliance officer shall be entitled to participate or attendthe important meetings (such as Board meetings and operating decision meetings) and other meetings as required by the chief compliance officer. The chief compliance officer shall be informed in advanced of the meeting by the Company ,and have access to all relevant documents and materials in relation to fulfillment of his/her duties in order to acquire necessaryand sufficient information.	“Measures on Compliance Management of Securities Companies and Securities Investment Fund Management Companies” (CSRC Order No. 133) and “Guidelines for Implementation of Compliance Management of Securities Companies” (Securities Association of China [2017] No. 208)

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(3) The Company shall provide material and financial resources and technical supports to the Chief compliance officer as well as compliance officers required for him/her to perform his/her duties. (4) The Company shall ensure that the chief compliance officer enjoys an independent right of inspection. The chief compliance officer shall have the right to make investigation into any potential non-compliance independently, have access to relevant documents and records, communicate with the management and staff and gain support from them.		(3) The Company shall provide material and financial resources and technical supports to the Chief compliance officer as well as compliance officers required for him/her to perform his/her duties. (4) The Company shall ensure that the chief compliance officer enjoys an independent right of inspection. The chief compliance officer shall have the right to make investigation into any potential non-compliance independently, have access to relevant documents and records,and obtain information and assistance from the management, staff and the intermediaries which provide audit and legal services to the Company. The chief compliance officer may directly engage external professional firms or persons in the name of the Company to assist him in carrying out his duties as necessary. The expenses shall be borne by the Company.

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