DFZQ — Board/Management Information 2017

Jul 6, 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)

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors (the “ Board ”) of 東方證券股份有限公司 (the “ Company ”) received a written resignation letter from Mr. Pan Fei (“ Mr. Pan ”) as an independent non-executive director of the Company on July 6, 2017. Mr. Pan has tendered to his resignation from the positions of an independent non-executive director of the third session of the Board and the chairman of the audit committee of the Board due to personal reason (career arrangement). Upon the resignation of Mr. Pan taking effect, Mr. Pan will no longer hold any position in the Company. Mr. Pan confirms that he has no disagreement with the Board 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 Stock Exchange of Hong Kong Limited.

According to the relevant requirements under the Company Law of the People’s Republic of China and the articles of association of the Company (“ Articles of Association ”), the resignation of Mr. Pan will not cause the number of members of the Board to fall below the statutory minimum quorum, and will not cause the number of independent non-executive directors to represent less than one-third of the Board. The resignation of Mr. Pan becomes effective upon delivery of his written resignation letter to the Board. Pursuant to 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 ”), the resignation of Mr. Pan will cause the Company to be unable to meet the rules that at least one independent non-executive director of the Company and one audit committee member of the Board must have appropriate professional qualifications or accounting or related financial management expertise, and the chairman of the audit committee will be vacant. While the Company will endeavor to find an appropriate candidate to act as an independent non-executive director as soon as possible and within the time required under rules 3.11 and 3.23 of the Hong Kong Listing Rules, and appoint a new independent non-executive director and the chairman of the audit committee of the Board following due procedures, such appointment of the new independent non-executive director is subject to the approval by the Company’s shareholders’ general meeting, as well as the approval by the China Securities Regulatory Committee which is beyond the Company’s control.

The Company and the Board would like to take this opportunity to express their sincere appreciation to Mr. Pan 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 July 6, 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. LI Zhiqiang, Mr. XU Guoxiang, Mr. TAO Xiuming, Mr. WEI Anning and Mr. XU Zhiming as independent nonexecutive Directors.