DFZQ — Board/Management Information 2017

Oct 16, 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)

ANNOUNCEMENT ON TAKING EFFECT OF APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

References are made to the announcements dated July 6, 2017 and August 29, 2017 in relation to the resignation of independent non-executive director, the announcement dated August 7, 2017 in relation to proposed appointment of independent non-executive director and appointment of member of special committees under the board, the circular dated August 16, 2017 (the “ Circular ”) and the announcement of the poll results of extraordinary general meeting dated September 27, 2017 of 東方證券股份有限公司 (the “ Company ”). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

As previously disclosed, the proposed appointment of Mr. Jin Qinglu (“ Mr. Jin ”) as an independent nonexecutive director of the third session of the board of directors of the Company (the “ Board ”) has been considered and approved at the extraordinary general meeting of the Company convened on September 27, 2017, subject to the approval from the China Securities Regulatory Commission on Mr. Jin’s qualification as an independent director.

As at the date of this announcement, the Company has received the Reply of Approval on Qualification of Jin Qinglu as Independent Director of Securities Company (Hu Zheng Jian Xu Ke [2017] No. 80) from the Shanghai Securities Regulatory Bureau of the China Securities Regulatory Commission, pursuant to which, Mr. Jin’s qualification as an independent director has been approved. As such, Mr. Jin commences to serve as an independent non-executive director and the chairman of the audit committee of the third session of the Board from the date of this announcement, and holds office until the expiry of the term of this session of the Board. Following the appointment of Mr. Jin, the Company will comply with the requirements under rules 3.10(2) and 3.21 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”).

Meanwhile, from the date of this announcement, Mr. Li Zhiqiang (“ Mr. Li ”) no longer serves as an independent non-executive director, the chairman of the remuneration and nomination committee as well as the member of the compliance and risk management committee of the Board. Following the resignation of Mr. Li, the Company fails to meet the composition requirements of the remuneration and nomination committee under rule 3.25 and code provision A.5.1 in Appendix 14 of the Hong Kong Listing Rules, and the chairman of the remuneration and nomination committee will be vacant. Pursuant to rule 3.27 of the Hong Kong Listing Rules, the Company will endeavor to appoint members and the chairman of the remuneration and nomination committee of the Board following due procedures within the time required thereunder.

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The Company and the Board would like to take this opportunity to express their sincere appreciation to Mr. Li for his dedication to the work and his contributions to the Company during his term.

By order of the Board of Directors PAN Xinjun Chairman

Shanghai, PRC October 16, 2017

As at the date of this announcement, 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, Ms. HUANG Laifang and Mr. ZHOU Yao as non-executive Directors; and Mr. XU Guoxiang, Mr. TAO Xiuming, Mr. WEI Anning, Mr. XU Zhiming and Mr. JIN Qinglu as independent nonexecutive Directors.

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