DFZQ — Board/Management Information 2017

Aug 7, 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)

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

APPOINTMENT OF MEMBER OF SPECIAL COMMITTEES UNDER THE BOARD

Reference is made to the announcement of 東方證券股份有限公司 (the “ Company ”) dated July 6, 2017 in relation to resignation of independent non-executive director. The board of directors (the “ Board ”) of the Company hereby announces that:

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board resolved to nominate Mr. Jin Qinglu (“ Mr. Jin ”) as an independent non-executive director for the third session of the Board. The biography of Mr. Jin is summarized as follows:

Mr. JIN Qinglu (靳慶魯) , a Chinese citizen, born in November 1972, is a member of Communist Party of China. Mr. Jin holds a doctorate degree in accounting from the Hong Kong University of Science and Technology and is a professor of accounting school and a doctoral supervisor of Shanghai University of Finance and Economics. He served as an assistant professor of Shanghai University of Finance and Economics, a vice professor of accounting school of Shanghai University of Finance and Economics, and a full-time researcher of Institute of Accounting and Finance of Shanghai University of Finance and Economics. Mr. Jin has been serving as a vice dean of accounting school, a vice dean of Institute of Accounting and Finance and a director of Collaborative Innovation Center for Accounting Reform and Development of Shanghai University of Finance and Economics. Mr. Jin was selected as one of Shanghai Leading Talents (上海市領 軍人才), engaged as a distinguished professor under the Chang Jiang Scholars Programme (長江學者特聘教 授) of Ministry of Education and received the National Science Fund for Distinguished Young Scholars (國 家傑出青年科學基金). Mr. Jin was selected into the National Hundred, Thousand and Ten Thousand Talent Program (國家百千萬人才工程), and was granted the title as National Young and Middle-aged Expert with Outstanding Contributions (國家有突出貢獻中青年專家). Mr. Jin was entitled to the State Council Special Allowance (國務院政府特殊津貼).

As far as the directors of the Company are aware, Mr. Jin has 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, Mr. Jin does not have any relationship with any directors, supervisors, senior management or substantial shareholders of the Company, nor any position in the Company or any of its subsidiaries. Mr. Jin does 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).

– 1 –

Save as disclosed above, there is no other information in relation to the appointment of Mr. Jin 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 nor are there any matters which need to be brought to the attention of the shareholders of the Company. Mr. Jin has not been penalized by China Securities Regulatory Commission (“ 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 Mr. Jin. The Board proposed to appoint Mr. Jin as an independent non-executive director of the Company. Unless adjustment is required by the relevant applicable laws and regulations, the term of office of Mr. Jin shall end on the expiry date of the term of office of the third session of the Board. During his term of office as an independent non-executive director, Mr. Jin’s remuneration will be determined in accordance with the resolution in relation to the adjustment of remuneration of the independent directors of the Company.

In accordance with the articles of association of the Company and the provisions of the relevant laws and regulations of the People’s Republic of China, the proposed appointment of Mr. Jin as an independent nonexecutive director of the Company shall be proposed at the shareholders’ general meeting of the Company for consideration and approval and will come into effect after his qualification as director is approved by CSRC.

A circular containing, among other things, details of the above resolution, together with the notice of the shareholders’ general meeting, will be despatched to the shareholders of the Company in due course.

APPOINTMENT OF MEMBER OF SPECIAL COMMITTEES UNDER THE BOARD

The Board resolved to elect Mr. Jin to act as a chairman member of the Audit Committee of the third session of the Board, effective from the date on which his proposed appointment as independent non-executive director of the Company is approved at the Company’s general meeting and his qualification as director is approved by CSRC until the expiry date of the term of office of the third session of the Board.

By order of the Board of Directors PAN Xinjun Chairman

Shanghai, PRC August 7, 2017

As of 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. LI Zhiqiang, Mr. XU Guoxiang, Mr. TAO Xiuming, Mr. WEI Anning and Mr. XU Zhiming as independent nonexecutive Directors.

– 2 –