DFZQ — Board/Management Information 2020

Oct 29, 2020

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)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION,

THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS, THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS AND THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE AND (2) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The board of directors (the “ Board ” or “ Board of Directors ”) of 東方證券股份有限公司 (the “ Company ”) hereby announces that:

• I. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS, THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS AND THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

In order to further improve the corporate governance of the Company, in accordance with the latest laws, regulations, rules and regulatory documents, and based on the actual conditions of the operation and management of the Company, the Company proposed to amend the articles of association of the Company (the “ Articles of Association ”), the rules of procedure for the general meetings of the Company (the “ Rules of Procedure for the General Meetings ”), rules of procedure for the board of directors of the Company (the “ Rules of Procedure for the Board of Directors ”) and the rules of procedure for the supervisory committee of the Company (the “ Rules of Procedure for the Supervisory Committee ”). For details, please refer to Appendix I to Appendix IV of this announcement. The amendments above to the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors, and the Rules of Procedure for the Supervisory Committee shall become effective upon approval at the shareholders’ general meeting of the Company.

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II. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

References are made to the announcements of the Company dated August 14, 2020 and October 29, 2020 in relation to the resignations of independent non-executive directors.

In order to ensure normal operation of the Board, the Board hereby nominates Mr. Wu Hong, Mr. Feng Xingdong and Mr. He Xuan as the candidates of independent non-executive directors of the fourth session of the Board, who shall assume office on the date of approval at the shareholders’ general meeting with their tenure ending on the date of expiration of tenure of the fourth session of the Board. For details of biographies of three candidates of independent non-executive directors, please refer to Appendix V of this announcement.

As at the date of this announcement and to the best of the Board’s knowledge, during the past three years, three candidates of independent non-executive directors have not held any directorship in any public company whose securities are listed on any securities market in Hong Kong or overseas. As at the date of this announcement, three candidates of independent non-executive directors are not connected with any other directors, supervisors, senior management, substantial shareholders, controlling shareholders of the Company and their respective subsidiaries nor do they hold any position with the Company or any of its subsidiaries. As at the date of this announcement, the three candidates of independent non-executive directors have no interest in the shares of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Save as disclosed in this announcement, there is no information that needs to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor is there anything that needs to be brought to the attention of shareholders of the Company in relation to the appointment of three candidates of independent non-executive directors. Three candidates of independent non-executive directors have never been subject to any punishment by the China Securities Regulatory Commission (the “ CSRC ”) or other related authorities or any sanction by stock exchanges.

As at the date of this announcement, the Company has not entered into any service contract with three candidates of independent non-executive directors. The remuneration of Mr. Wu Hong, Mr. Feng Xingdong and Mr. He Xuan during their terms of office as independent non-executive directors will be determined in accordance with the resolution in relation to the adjustment of remuneration of the independent directors of the Company.

As at the date of this announcement and to the best of the Board’s knowledge, the Board is of the view that each of the candidates of independent non-executive directors meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent pursuant to the terms thereof.

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In accordance with the Articles of Association and the provisions of the relevant laws and regulations of the PRC, the proposed appointment of independent non-executive directors is subject to consideration and approval of the shareholders at the general meeting of the Company.

The above resolutions which have been considered and approved at the 23rd meeting of the fourth session of the Board, are subject to shareholders’ approval at the general meeting of the Company. A circular containing, among other things, details of the above proposal, together with the notice of the general meeting, will be despatched to the shareholders of the Company in due course.

By order of the Board of Directors JIN Wenzhong Executive Director

Shanghai, PRC October 29, 2020

As at the date of this announcement, the Board of Directors comprises Mr. JIN Wenzhong as executive Director; Mr. LIU Wei, Mr. WU Junhao, Mr. ZHOU Donghui, Mr. LI Xiang, Ms. XIA Jinghan, Mr. XU Jianguo and Mr. CHEN Xiaobo 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 I

THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENT

Original article	To be amended as	Basis
Article 1In order to safeguard the legitimate rights and interests of ORIENT SECURITIES COMPANY LIMITED (hereinafter referred to as the “Company”), its shareholders and creditors thereof, to regulate the organization and acts of the Company, the Articles of Association is formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for Governance of Securities Companies, the Guidelines for the Articles of Association of Listed Companies, the Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies (《國務院關於股 份有限公司境外募集股份及上市的特別 規定》) (hereinafter referred to as the “Special Provisions”), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (《到境外上市公司章程必備 條款》), the Letter of Opinions on Supplements and Amendment to these Articles of Association of Companies Listed in Hong Kong (《關於到 香港上市公司對公司章程作補充修改的 意見的函》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合交易所有限公司 證券上市規則》) (hereinafter referred to as the “Hong Kong Listing Rules”), and other relevant provisions.	Article 1In order to safeguard the legitimate rights and interests of ORIENT SECURITIES COMPANY LIMITED (hereinafter referred to as the “Company”), its shareholders and creditors thereof, to regulate the organization and acts of the Company, the Articles of Association is formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for Governance of Securities Companies, the Guidelines for the Articles of Association of Listed Companies, the Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies (《國務院關於股 份有限公司境外募集股份及上市的特別 規定》) (hereinafter referred to as the “Special Provisions”),the Reply of the State Council on the Adjustment of the Notice Period of the	T h e c o n t e n t o f t h e A r t i c l e s o f Association involves such reply
	General Meetings and Other Matters Applicable
	to Overseas Listed Companies (《國務院關
	於調整適用在境外上市公司召開股東
	大會通知期限等事項規定的批覆》), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (《到境 外上市公司章程必備條款》), the Letter of Opinions on Supplements and Amendment to these Articles of Association of Companies Listed in Hong Kong (《關於到香港上市公 司對公司章程作補充修改的意見的函》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合交易所有限公司證券上市規 則》) (hereinafter referred to as the “Hong Kong Listing Rules”), and other relevant provisions.

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Original article	To be amended as	Basis
Article 15Within the scope permitted by laws and regulations, the Company may invest in other limited liability companiesor joint-stock limited companies, andis accountable to such investees subject to the capital commitment of the Company. The Company can establish wholly-owned subsidiaries or set up subsidiaries with other investors through joint contributions. ⋯⋯	Article 15Within the scope permitted by laws and regulations, the Company may invest in other limited liability companies, joint-stock limited companiesor other entities , andshall assume responsibilities subject to the capital commitment of the Company. The Company can establish wholly-owned subsidiaries or set up subsidiaries with other investors through joint contributions. ⋯⋯	A m e n d b a s e d o n actual situation of the Company
Article 29After repurchasing its shares according to the aforesaid provisions, where it is in the circumstance stated in Clause (1) in Article 26 of the Articles of Association, the Company shall cancel such shares within ten days from the date of repurchase; where it is in the circumstances stated in Clause (2) or Clause (4), the Company shall transfer or cancel such shares within six months; in case of circumstances set out in clauses (3), (5) and (6), the total shares held by the Company shall not exceed 10% of the total shares issued by the Company, and such shares shall be transferred or cancelled within 3 years. Where the registered capital is changed, the Company shall register the change of the registered capital with theState Administration for Industry & Commerce .The total par value of the cancelled shares shall be reduced accordingly from the registered capital of the Company.	Article 29After repurchasing its shares according to the aforesaid provisions, where it is in the circumstance stated in Clause (1) in Article 26 of the Articles of Association, the Company shall cancel such shares within ten days from the date of repurchase; where it is in the circumstances stated in Clause (2) or Clause (4), the Company shall transfer or cancel such shares within six months; in case of circumstances set out in clauses (3), (5) and (6), the total shares held by the Company shall not exceed 10% of the total shares issued by the Company, and such shares shall be transferred or cancelled within 3 years. Where the registered capital is changed, the Company shall register the change of the registered capital with thecompany registration authority . The total par value of the cancelled shares shall be reduced accordingly from the registered capital of the Company.	Amend based on the change of national authorities

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Original article	To be amended as	Basis
Article 35The shares of the Company held by the promoters shall not be transferred within one year after incorporation of the Company. Domestic shares issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the Shanghai Stock Exchange. ⋯⋯	Article 35The shares of the Company held by the promoters shall not be transferred within one year after incorporation of the Company. Domestic shares issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the Shanghai Stock Exchange. The transfer of the Company’s shares held by	Amend according to Article 36 of the new Securities Law
	shareholders holding more than 5% of shares of
	the Company, the actual controller, directors,
	supervisors and senior management members,
	as well as other shareholders holding shares
	offered by the Company prior to the initial public
	offering or shares offered by the Company to
	specific investors shall not violate any laws,
	administrative regulations, and the provisions
	issued by the securities regulatory authority of
	the State Council on the holding period, time
	of disposal, number of shares sold, method of
	disposal and information disclosure, and shall
	comply with the business rules of the stock
	exchange. ⋯⋯

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Original article To be amended as Basis Article 36 If the Directors, Supervisors, senior Article 36 If the Directors, Supervisors, senior Amend according to management of the Company and shareholders management of the Company and shareholders Article 44 of the new holding more than 5% of the shares of the holding more than 5% of the shares of the Securities Law Company sell shares within 6 months after Company sell shares or other securities of equity buying the same or buy shares within 6 months nature within 6 months after buying the same or after selling the same, the gains arising therefrom buy shares or other securities of equity nature shall belong to the Company and the Board of within 6 months after selling the same, the gains Directors of the Company will recover the said arising therefrom shall belong to the Company gains. However, the 6-month restriction shall and the Board of Directors of the Company will not apply to a securities firm which holds 5% or recover the said gains. However, the restriction more of the Company’s shares as a result of its shall not apply to a securities firm which holds underwriting of the untaken shares in an offer. 5% or more of the Company’s shares as a result of its purchasing of the untaken shares in an offer and other circumstances stipulated by the securities regulatory authority under the State Council. The shares or other securities of equity nature held by any Director, Supervisor, senior management or individual shareholder referred to in the preceding paragraph include the shares or other securities of equity nature held by their spouses, parents and children, and any of the above which is indirectly held in others’ accounts. Where the Board of Directors of the Company Where the Board of Directors of the Company does not comply with the provision of the does not comply with the provision of the first preceding paragraph, the shareholders are entitled paragraph, the shareholders are entitled to to request the Board of Directors to do so within request the Board of Directors to do so within 30 30 days. Where the Board of Directors does not days. Where the Board of Directors does not do do so within the said period, the shareholders are so within the said period, the shareholders are entitled to commence litigations in the people’s entitled to commence litigations in the people’s court in their own names for the interests of the court in their own names for the interests of the Company. Company.

Where the Board of Directors of the Company Where the Board of Directors of the Company does not enforce the provision of the first does not enforce the provision of the first paragraph of this Article, the accountable paragraph of this Article, the accountable directors shall assume joint and several directors shall assume joint and several responsibilities in accordance with the laws. responsibilities in accordance with the laws.

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Original article	Original article	To be amended as	Basis
Article 59Holders of the ordinary shares of the Company shall be entitled to the following rights: ⋯⋯ (h) a copy of the latest annual inspection report filed with theState Administration for Industry & Commerce or other competent authorities; ⋯⋯		Article 59Holders of the ordinary shares of the Company shall be entitled to the following rights: ⋯⋯ (h) a copy of the latest annual inspection report filed with thecompany registration authority or other competent authorities; ⋯⋯	S a m e r e a s o n a s Article 29
		Article 65When the issued shares with voting rights of the Company as held by an investor through securities trading on the stock exchange or jointly with others through agreements or other arrangements reach 5% of the total number of shares of the Company, the investor shall, within 3 days after the event occurs, submit a written report to the securities regulatory authorities of the State Council and the stock exchange, notify the Company and make an announcement thereon. The investor shall not trade in the Company’s shares within the aforesaid period, unless under any circumstance prescribed by the securities regulatory authorities of the State Council. After the issued shares with voting rights of the Company as held by an investor or jointly with others through agreements or other arrangements reach 5% of the total number of shares of the Company, the investor shall, according to the provisions of the preceding paragraph, make a report and announcement each time when the proportion of issued shares with voting rights of the Company held by such investor increases or decreases by 5%. From the day when the event occurs to the end of 3 days after the announcement is made, the investor shall not trade in the Company’s Shares, unless under any circumstance prescribed by the securities regulatory authorities of the State Council.	N e w l y a d d e d according to Article 6 3 o f t h e n e w Securities Law

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	Original article	To be amended as	To be amended as	Basis
		After the issued shares with voting rights of the Company as held by an investor or jointly with others through agreements or other arrangements reach 5% of the total number of shares of the Company, each time when the proportion of issued shares with voting rights of the Company held by such investor increases or decreases by 1%, the investor shall notify the Company and make an announcement thereon on the next day after the event occurs. Whoever purchases the shares with voting rights of the Company in violation of paragraph 1 or 2 shall not exercise the voting rights of the shares that exceed the prescribed proportion within 36 months after purchasing such shares.
Article 69The Company shall not provide guarantee for its shareholders, de facto controller or its related parties. The Company shall comply with relevant provisions regarding guarantee for any external party by any securities firm or listed company.⋯⋯	The Company shall not provide	Article 70 any finance o	The Company shall not provide	Amend according to Article 123 of the new Securities Law
	its shareholders, de facto controller		r guarantee for the shareholders or
		related parties of the shareholders, except for
		margin financing and securities lending provided
		by the Company to customers according to
		relevant provisions. The Company shall comply with relevant provisions regarding guarantee for any external party by any securities firm or listed company.⋯⋯

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Original article	To be amended as	Basis
Article 105⋯⋯ The soliciting of voting rights can be carried out by the Board of Directors, independent Directors, and shareholders who satisfy relevant requirements. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders’voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting voting rights.	Article 106⋯⋯ The Board, independent directors, shareholders	Amend according to Article 90 of the new Securities Law
	holding more than 1% of voting shares, or
	investor protection institutions established
	according to laws, administrative regulations
	or provisions of the securities regulatory
	authorities of the State Council may, as the
	soliciting parties, personally or authorize a
	securities company or securities service agency
	to publicly request the Company’s shareholders
	to authorize them to attend the shareholders’
	general meeting and exercise the shareholders’
	rights such as right of making motions and voting
	rights on behalf of such shareholders, and the
	soliciting parties shall disclose the solicitation
	documents and the Company shall cooperate in
	this regard. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration forpublicly soliciting shareholders’ rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting shareholders’ rights.The soliciting parties shall bear compensation liabilities according to
	relevant laws for damages caused by violation
	of laws, administrative regulations or relevant
	provisions of the securities regulatory authorities
	of the State Council in the process of publicly
	solicitating shareholders’rights.

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Original article	To be amended as	To be amended as	Basis
Article 121The shareholders’ general meeting shall prepare an integrated written resolution or specific written resolutions based on the voting results and minutes of the meeting after it has considered all the resolutions being proposed at such meeting. The chairman of the meeting shall be responsible for deciding whether or not a resolution is duly passed. The chairman’s decision, which shall be final and conclusive, shall be announced at the meeting and recorded in the minutes of the meeting. Resolutions of a shareholders’ general meeting shall be announced timely, and the announcement shall contain the number of shareholders and proxies present, the total number of shares carrying voting rights and the percentage of the total voting shares of the Company, means of voting, the voting result for each proposal and the details of each resolution passed.	Article 122The shareholders’ general meeting shall prepare an integrated written resolution or specific written resolutions based on the voting results and minutes of the meeting after it has considered all the resolutions being proposed at such meeting. The chairman of the meeting shall be responsible for deciding whether or not a resolution is duly passed. The chairman’s decision, which shall be final and conclusive, shall be announced at the meeting and recorded in the minutes of the meeting. Resolutions of a shareholders’ general meeting shall be announced timely, and the announcement shall contain the number of shareholders and proxies present, the total number of shares carrying voting rights and the percentage of the total voting shares of the Company, means of voting, the voting result for each proposal and the details of each resolution passedand other information as required by relevant laws and regulations or applicable		Added according to Rule 13.39(5) of the Hong Kong Listing Rules and based on actual situation of the Company
	securities listing rules .
Article 127Where a resolution on the election of Directors or Supervisors is passed at the shareholders’ general meeting, the term of office of the newly-elected Director or Supervisor shall, upon they are qualified as directors and supervisors of a securities firm, commence when the relevant resolution is passed at the shareholders’ general meeting.	Article 128Where a resolution on the election of Directors or Supervisors is passed at the shareholders’ general meeting, the term of office of the newly-elected Director or Supervisor shall commenceon the date on which the relevant resolution is passed at the shareholders’ general meeting.Where the laws and regulations require otherwise, the term of office of such Directors		Amend according to Article 124 of the new Securities Law and CSRC Announcement [2020] No. 18
	and Supervisors shall commence on the date of
	compliance with relevant laws and regulations.
Article 138Where any person is identified by the CSRC as being prohibited from accessing the securities market within the ambit of Article 146 of the Company Law or Article131 of the Securities Law and such prohibition has not been discharged, and where any person shall not hold any directorship in the Company as stipulated by the Articles of Association, they shall not hold any directorship in the Company.	Article 139 Directors by	The appointment and removal of	Amend according to Article 124 of the new Securities Law
		the Company shall be filed with
	the securities	regulatory authorities of the State
	Council. Where any person is identified by the CSRC as being prohibited from accessing the securities market within the ambit of Article 146 of the Company Law or Article124 of the Securities Law and such prohibition has not been discharged, and where any person shall not hold any directorship in the Company as stipulated by the Articles of Association, they shall not hold any directorship in the Company.

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Original article To be amended as Basis Article 142 Directors shall observe laws, Article 143 Directors shall observe laws, Amend according to administrative regulations and the Articles of administrative regulations and the Articles of Article 82 of the new Association, exercise the rights conferred by the Association, exercise the rights conferred by the Securities Law Company with due discretion, care and diligence Company with due discretion, care and diligence and undertake the following obligations of and undertake the following obligations of diligence to the Company: ⋯⋯ diligence to the Company: ⋯⋯ (4) to approve regular reports of the (4) to approve securities offering documents Company in written form and to ensure and regular reports of the Company in the integrity, accuracy and completeness written form and to ensure the timely of the information disclosed by the and fair disclosure of true, accurate and Company; complete information by the Company; ⋯⋯ ⋯⋯ Article 190 A person shall not serve as a Article 191 A person shall not serve as a Amend according to President of the Company if such person faces President of the Company if such person faces Article 124 of the any of the circumstances specified in Article any of the circumstances specified in Article new Securities Law 146 of the Company Law or in Article 131 of 146 of the Company Law or in Article 124 of the Securities Law, or has been prohibited from the Securities Law, or has been prohibited from entering the market by the CSRC, where such entering the market by the CSRC, where such prohibition has not been removed. The senior prohibition has not been removed. The senior management of the Company shall not either management of the Company shall not either involve in operation and management of other involve in operation and management of other economic entities or serve concurrently other economic entities or serve concurrently other securities firms or economic entities whose securities firms or economic entities whose business is in competition with ours. A person business is in competition with ours. A person who holds an administrative post other than a who holds an administrative post other than a Director, supervisor in an entity owned by the Director, supervisor in an entity owned by the controlling shareholder of the Company shall not controlling shareholder of the Company shall not act as the senior management of the Company. act as the senior management of the Company. The appointment and removal of senior management by the Company shall be filed with the securities regulatory authorities of the State Council.

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Original article	To be amended as	To be amended as	Basis
Article 198The senior management shall abide by laws, administrative regulations and the Articles of Association of the Company and fulfill the obligations of good faith and diligence. If a senior management violates any laws, administrative regulations, departmental rules and the Articles of Association during performing his/her duties of the Company and causes losses to the Company, such a senior management shall be liable for compensation.	Article 199The senior management shall abide by laws, administrative regulations and the Articles of Association of the Company and fulfill the obligations of good faith and diligence. If a senior management violates any laws, administrative regulations, departmental rules and the Articles of Association during performing his/her duties of the Company and causes losses to the Company, such a senior management shall be liable for compensation. The senior management shall approve securities		Amend according to Article 82 of the new Securities Law
	offering documents and regular reports of the
	Company in written form and ensure the timely
	and fair disclosure of true, accurate and complete
	information by the Company.
Article 201A person shall not serve as a Supervisor of the Company if such person faces any of the circumstances specified in Article 146 of the Company Law or in Article131 of the Securities Law, or has been prohibited from entering the market by the CSRC, where such prohibition has not been removed. The Supervisors of the Company shall not concurrently hold other positions in any other securities firms or any other entities whose business compete with that of the Company.	Article 202A person shall not serve as a Supervisor of the Company if such person faces any of the circumstances specified in Article 146 of the Company Law or in Article124 of the Securities Law, or has been prohibited from entering the market by the CSRC, where such prohibition has not been removed. The Supervisors of the Company shall not concurrently hold other positions in any other securities firms or any other entities whose business compete with that of the Company. The appointment and removal of Supervisors by		Amend according to Article 124 of the new Securities Law
	the Company shall be filed with the securities
	regulatory authorities of the State Council.
Article 212The Supervisory Committee shall perform the following duties: (1) to review the periodical reports of the Company prepared by the Board of Directors and to provide written comments thereon; ⋯⋯	Article 213The Supervisory Committee shall perform the following duties: (1) to review thesecurities offering documents and periodical reports of the Company prepared by the Board of Directors and to provide written comments thereon;the Supervisors shall provide written confirmation and ensure the timely and fair disclosure of true, accurate and complete information by the Company; ⋯⋯		Amend according to Article 82 of the new Securities Law
		the timely and fair disclosure of true,
		accurate and complete information by the
		Company;

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Original article	To be amended as	To be amended as	Basis
Article 223 Persons falling in any of the following categories shall not serve as Directors, Supervisors, President or other senior management of the Company: ⋯⋯ (10 ) persons who do not meet the requirements of relevant laws, regulations, rules and qualifications stipulated by regulatory departments located in a place where the Company’s shares are listed as well as other circumstances required by the Articles of Association of the Company.	Article 224 Persons falling in any of the following categories shall not serve as Directors, Supervisors, President or other senior management of the Company: ⋯⋯ (10) persons in charge of stock exchange,		Amend according to Article 124 of the new Securities Law
	(11)	the securities registration and clearing
		institutions or directors, supervisors,
		senior management members of securities
		companies, who were dismissed due to
		violation of laws or disciplinary offence,
		where less than five years have elapsed
		since the date of the dismissal; persons who are lawyers, certified public
	(12 )	accountants or professionals of other
		securities service institutions, whose
		practicing certificates or qualification
		were revoked due to violation of laws or
		disciplinary offence, where less than five
		years have elapsed since the date of the
		revocation of practicing certificates or
		qualification; persons who do not meet the requirements of relevant laws, regulations, rules and qualifications stipulated by regulatory departments located in a place where the Company’s shares are listed as well as other circumstances required by the Articles of Association of the Company.

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Original article To be amended as Basis Article 242 The Company shall prepare an Article 243 The Company shall prepare an Amend according annual financial report within 120 days upon annual financial report within four months upon to Article 79 of the expiration of each fiscal year; the Company expiration of each fiscal year; the Company new Securities Law shall prepare an interim financial report within shall prepare an interim financial report within and the Guidelines 2 months from the end of the first 6 months 2 months from the end of the first 6 months for the Articles of of each fiscal year and submit the same to the of each fiscal year and submit the same to the Association of Listed local branch office of the CSRC and the stock local branch office of the CSRC and the stock Companies exchange in which shares of the Company are exchange in which shares of the Company are listed; and the Company shall prepare and submit listed; and the Company shall prepare and submit to the local branch office of the CSRC and to the local branch office of the CSRC and Shanghai Stock Exchange a quarterly financial Shanghai Stock Exchange a quarterly financial report within 1 month from the end of first 3 report within 1 month from the end of first 3 months and first 9 months of each fiscal year, months and first 9 months of each fiscal year, respectively. respectively. ⋯⋯ ⋯⋯ Article 260 The Company shall appoint an Article 261 The Company shall appoint an Amend according to independent accounting firm that is qualified independent accounting firm that meets relevant Article 160 of the under the relevant national regulations to engage national requirements to audit the financial new Securities Law in the securities related business to audit the statements, verify the net assets, audit other financial statements, verify the net assets, audit financial reports of the Company and provide other financial reports of the Company and other relevant consultancy services. provide other relevant consultancy services. Article 278 As for announcements and Article 279 As for announcements and Amend according to information disclosure to holders of domestic information disclosure to holders of domestic Article 86 of the new shares, the Company designates at least one of shares, the Company shall publish such Securities Law the four newspapers, Shanghai Securities News, announcements and information on the website of China Securities Journal, Securities Times and the Shanghai Stock Exchange (www.sse.com.cn) Securities Daily, as well as the website of the and the media meeting the requirements specified Shanghai Stock Exchange (www.sse.com.cn) by the securities regulatory authorities of the as the media for publishing its announcements State Council, and shall make available the same and other information that needs disclosure. If for public inspection at the Company’s domicile it is required to make public announcements and the stock exchange. If it is required to make to the holders of overseas listed foreign shares public announcements to the holders of overseas pursuant to the Articles of Association, such listed foreign shares pursuant to the Articles announcements shall also be published in such of Association, such announcements shall also manner as required by the Hong Kong Listing be published in such manner as required by the Rules. Hong Kong Listing Rules.

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Original article	Original article	To be amended as	To be amended as	To be amended as	Basis
Article 306Where the amendments to the Articles passed by the shareholders’ general meetingrequire approval of competent authorities, the amendments shall be submitted to the relevant authorities for approval. If such amendments involve any registered particulars of the Company, application shall be made for change of registration in accordance with laws. Any amendment to the Articles of Association involving the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas shall become effective upon approval by the approving authority authorized by the State Council and the CSRC. If the amendments involve registration matters, the involved change shall be registered in accordance with laws.		Article 307Where the amendments to the Articles passed by the shareholders’ general meeting involve any registered particulars of the Company, application shall be made for change of registration in accordance with laws.			Amend according to CSRC Announcement [2020] No. 18
Article 307The Board of Directors shall amend the Articles of Association in accordance with the resolution to amend the Articles passed at the shareholders’ general meetingand examination and approval opinions from relevant authorities .		Article 308The Board of Directors shall amend the Articles of Association in accordance with the resolution to amend the Articles passed at the shareholders’ general meeting.			Same reason as the preceding article
Article 311These Articles of Association are written in Chinese. In case of any inconsistency between these Articles and the articles of association in any other language or of different version, the latest Chinese version of these Articles of Association approved by and registered with theadministrative authority for Industry and Commerce in Shanghai shall prevail.		Article 312These Articles of Association are written in Chinese. In case of any inconsistency between these Articles and the articles of association in any other language or of different version, the latest Chinese version of these Articles of Association approved by and registered with thecompany registration authority shall prevail.			S a m e r e a s o n a s Article 29
	in Shanghai shall
Article 314These Articleswere adopted by a special resolution of the shareholders’general meeting of the Company and shall be effective on the dateon which the CSRC approved the important clauses of these Articles . From the effective date of these Articles, the existing Articles of the Company and amendments thereto shall lapse automatically.	were adopted by a	Article 315These Articles shall be effective on the dateof approval by a special resolution at the shareholders’general meeting of the Company . From the effective date of these Articles, the existing Articles of the Company and amendments thereto shall lapse automatically.	315These Articles shall be effective on of approval by a special resolution at the		Amend according to CSRC Announcement [2020] No. 18

Note: The Articles of Association are prepared in Chinese and there is no official English version. Therefore, any English translation serves as a reference only. In case of any inconsistencies between the Chinese and English version, the former shall prevail.

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APPENDIX II

THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENT

AMENDMENT
Original article	To be amended as	Basis
Article 1In order to facilitate the compliant operation of東方證券股份有限公司, enhance the efficiency of shareholders’ general meeting, safeguard the legitimate rights and interests of shareholders, define the duties and power of shareholders’ general meeting, and ensure that the shareholders’ general meeting operates in a compliant, efficient and stable manner and exercises its power according to relevant laws, these rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”)and the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for Shareholders’ General Meetings of Listed Companies, the Rules for Governance of Securities Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (《上海證券交易 所股票上市規則》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合交易所有限 公司證券上市規則》) (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant laws, regulations, rules and normative documents as well as the Articles of Association of東方證券股份有限公司(hereinafter referred to as the “Articles of Association”) and other provisions, and based on the actual situation of the Company.	Article 1In order to facilitate the compliant operation of東方證券股份有限公司, enhance the efficiency of shareholders’ general meeting, safeguard the legitimate rights and interests of shareholders, define the duties and power of shareholders’ general meeting, and ensure that the shareholders’ general meeting operates in a compliant, efficient and stable manner and exercises its power according to relevant laws, these rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for Shareholders’ General Meetings of Listed Companies, the Rules for Governance of Securities Companies, the Reply of the State Council on the Adjustment	The content of the Rules of Procedure for Shareholders’ General Meetings involves such reply
	of the Notice Period of the General Meetings
	and Other Matters Applicable to Overseas Listed
	Companies (《國務院關於調整適用在境外
	上市公司召開股東大會通知期限等事項
	規定的批覆》), the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (《 上 海證券交易所股票上市規則》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合 交易所有限公司證券上市規則》) (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant laws, regulations, rules and normative documents as well as the Articles of Association of東方證券股份有限公 司(hereinafter referred to as the “Articles of Association”) and other provisions, and based on the actual situation of the Company.

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Original article	Original article	To be amended as	Basis
Article 17The convener of the shareholders’ general meeting shall issue a written notice to all shareholders whose name appear in the register of shareholders45 days before the annual general meeting, specifying the matters to be considered at and the date and venue of the meeting.Any shareholder who intends to attend the general		Article 17The convener of the shareholders’ general meeting shall issue a written notice to all shareholders whose name appear in the register of shareholders20 working days before the annual general meetingand 10 working days or 15 days (whichever is longer) before	Amend according to the Reply of the S t a t e C o u n c i l o n the Adjustment of the Notice Period o f t h e G e n e r a l Meetings and Other Matters Applicable to Overseas Listed C o m p a n i e s a n d relevant requirements of the Hong Kong Listing Rules
		the extraordinary general meeting ,specifying the matters to be considered at and the date and venue of the meeting.
meeting shall deliver a written reply slip to
inform the Company of his/her intention to attend
at least 20 days prior to the meeting.
Article 18The Company shall calculate the number of voting shares represented by the	The Company shall calculate the	Deletion in entirety.	Amend according to the Reply of the S t a t e C o u n c i l o n the Adjustment of the Notice Period o f t h e G e n e r a l Meetings and Other Matters Applicable to Overseas Listed Companies
shareholders intending to attend the general
meeting in accordance with the written replies
received 20 days prior to the meeting. Where
the number of voting shares represented by
shareholders intending to attend the meeting
amounts for more than one half of the Company’s
voting shares, the Company may convene the
general meeting; otherwise, the Company shall,
within five days, notify shareholders again of
the issues to be considered, date and venue of
the meeting in the form of announcement. The
Company may then convene the general meeting
after publication of such announcement.

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Original article	To be amended as	Basis
Article 20Unless otherwise provided in the Articles of Association, notice of the general meeting shall be served on all shareholders (whether or not entitled to vote thereat) by personal delivery or prepaid mail, and the address of the recipient shall be the address appearing on the register of shareholders. For shareholders of domestic shares, the notice of the shareholders’ general meeting may also be given through an announcement. The announcement referred to in the preceding paragraph shall be published on the website designated by the CSRC or one or more newspapers specified by the CSRC within the period of 45 to 50 days prior to the date of the general meeting .Once the announcement is published, all shareholders of domestic shares shall be deemed to have received the relevant notice of the general meeting. Notice of general meeting to be given to holders of overseas listed foreign shares shall be delivered in any one of the following methods within theperiod of 45 to 50 days prior to the date of the general meeting : ⋯⋯	Article 19Unless otherwise provided in relevant laws, regulations and the listing rules of	Amend according to the Reply of the S t a t e C o u n c i l o n the Adjustment of the Notice Period o f t h e G e n e r a l Meetings and Other Matters Applicable to Overseas Listed Companies
	the place where the Company’s shares are listed
	and the Articles of Association, notice of the general meeting shallbe published on relevant websites or be served on all shareholders (whether or not entitled to vote thereat) by personal delivery or prepaid mail, and the address of the recipient shall be the address appearing on the register of shareholders. For shareholders of domestic shares, the notice of the shareholders’ general meeting may also be given through an announcement. The announcement referred to in the preceding paragraph shall be published on the website designated by the CSRC or one or more newspapers specified by the CSRC within theprescribed period for notice of meeting as set out in Article 17 of these rules .Once the announcement is published, all shareholders of domestic shares shall be deemed to have received the relevant notice of the general meeting. Notice of general meeting to be given to holders of overseas listed foreign shares shall be delivered in any one of the following methods within theprescribed period for notice of meeting as set out in Article 17 of these rules : ⋯⋯

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Original article	To be amended as	Basis
Article 24⋯⋯ If a shareholder is recognized as a clearing house (hereinafter referred to as the “recognized clearing house”) or its nominee according to relevant rules in force from time to time of the place where the shares of the Company are listed, the shareholder is entitled to authorize one or more person(s), as it thinks fit, to act as its proxy at any general meeting or any class meeting of shareholders. However, if more than one person is authorized, the proxy form shall set out the number and class of shares represented by each of the persons so authorized. A person so authorized may exercise the right on behalf of the recognized clearing house (or its nominee), as if he/she was an individual shareholder of the Company.	Article 23⋯⋯ If a shareholder is recognized as a clearing house (hereinafter referred to as the “recognized clearing house”) or its nominee according to relevant rules in force from time to time of the place where the shares of the Company are listed, the shareholder is entitled to authorize one or more person(s), as it thinks fit, to act as its proxy at any general meeting or any class meeting of shareholders. However, if more than one person is authorized, the proxy form shall set out the number and class of shares represented by each of the persons so authorized. A person so authorized may exercise the right on behalf of the recognized clearing house (or its nominee)(without being required to present share certificate, certified power of attorney and/	Amend according to the Articles of Association
	or further evidence of due authorization) ,as if he/she was an individual shareholder of the Company.
Article 36The convener shall ensure that the shareholders’ general meeting is held continuously until final resolutions are arrived at. In the event that the shareholders’ general meeting is terminated or fails to reach any resolution owing to force majeure or for other special reasons, immediate action shall be taken to resume the shareholders’ general meeting as soon as possible or the shareholders’ general meeting shall be directly terminated,and such termination shall be timely reported to the authorities delegated by the CSRC in the place where the Company is located and the stock exchange, and relevant announcement shall be made according to the listing rules of the place where the Company’s shares are listed.	Article 35The convener shall ensure that the shareholders’ general meeting is held continuously until final resolutions are arrived at. In the event that the shareholders’ general meeting is terminated or fails to reach any resolution owing to force majeure or for other special reasons, immediate action shall be taken to resume the shareholders’ general meeting as soon as possible or the shareholders’ general meeting shall be directly terminated, and relevant announcement shall be made according to the listing rules of the place where the Company’s shares are listed.Meanwhile, the convener shall report to the authorities delegated by the CSRC	Amend according to the Articles of Association
	in the place where the Company is located and
	the stock exchange.

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Original article	To be amended as	Basis
Article 37⋯⋯ The soliciting of voting rights can be carried out by the Board of Directors, independent Directors, and shareholders who satisfy relevant requirements. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders’voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting voting rights.	Article 36⋯⋯ The Board, independent directors, shareholders	Amend according to Article 90 of the new Securities Law
	holding more than 1% of voting shares, or
	investor protection institutions established
	according to laws, administrative regulations
	or provisions of the securities regulatory
	authorities of the State Council may, as the
	soliciting parties, personally or authorize a
	securities company or securities service agency
	to publicly request the Company’s shareholders
	to authorize them to attend the shareholders’
	general meeting and exercise the shareholders’
	rights such as right of making motions and voting
	rights on behalf of such shareholders, and the
	soliciting parties shall disclose the solicitation
	documents and the Company shall cooperate in
	this regard. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration forpublicly soliciting shareholders’ rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting shareholders’ rights.The soliciting parties shall bear compensation liabilities according to
	relevant laws for damages caused by violation
	of laws, administrative regulations or relevant
	provisions of the securities regulatory authorities
	of the State Council in the process of publicly
	solicitating shareholders’rights.

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Original article	To be amended as	To be amended as	Basis
Article 42The list of candidates for Directors and Supervisors shall be submitted to the shareholders’ general meeting for voting by way of proposal. When a voting is made on election of Directors or Supervisors at a shareholder’s general meeting, the cumulative voting system may be adopted in accordance with the requirements of relevant laws, regulations, rules, normative documents and the Articles of Association or the resolutions of the shareholders’ general meeting. In respect of the election of Directors or Supervisors, the cumulative voting system shall be adopted whenthe largest shareholder of the Company individually holds 30% or more of the shares of the Company, or jointly with its related parties holds 50% or more of the shares of the Company .	Article 41The list of candidates for Directors and Supervisors shall be submitted to the shareholders’ general meeting for voting by way of proposal. When a voting is made on election of Directors or Supervisors at a shareholder’s general meeting, the cumulative voting system may be adopted in accordance with the requirements of relevant laws, regulations, rules, normative documents and the Articles of Association or the resolutions of the shareholders’ general meeting. In respect of the election of Directors or Supervisors, the cumulative voting system shall be adopted when a single shareholder and the parties acting in		Amend according to the Articles of Association
	concert with it are interested in 30% or more of
	the shares of the Company .
Article 52Resolutions of the general meeting shall be announced in a timely manner, and such announcement shall contain the following: ⋯⋯ (5) Conclusive opinions of the legal opinions. The full text of the legal opinions shall be disclosed if the proposal is vetoed at the general meeting.	Article 51Resolutions of the general meeting shall be announced in a timely manner, and such announcement shall contain the following: ⋯⋯ (5) Conclusive opinions of the legal opinions. The full text of the legal opinions shall be disclosed if the proposal is vetoed at the general meeting; (6) Other information as required by relevant		Added according to Rule 13.39(5) of the Hong Kong Listing Rules and based on actual situation of the Company
		laws and regulations or applicable
		securities listing rules.

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Original article	Original article	To be amended as	To be amended as	Basis
Article 66Shareholders convening class meeting of the Company shall issue a written notice to all registered shareholders of such class45 days before the meeting , specifying the matters to be considered at and the venue, date and time of the meeting.Any shareholder who intends to attend the meeting shall deliver a		Article 65Shareholders convening class meeting of the Company shall issue a written notice to all registered shareholders of such class within the prescribed period for notice of meeting		Amend according to the Reply of the S t a t e C o u n c i l o n the Adjustment of the Notice Period o f t h e G e n e r a l Meetings and Other Matters Applicable to Overseas Listed Companies
		as set out in Article 17 of these rules ,specifying the matters to be considered at and the venue, date and time of the meeting.
written reply slip to inform the Company of his/
her intention to attend at least 20 days prior to
the meeting. Where the number of shares carrying rights to
vote at the proposed meeting represented by
shareholders intending to attend the meeting
amounts for more than one half of the total
number of shares of such class carrying rights to
vote at the meeting, the Company may convene
the class meeting; otherwise, the Company shall,
within five days, notify shareholders again of the
issues to be considered, venue, date and time of
the meeting in the form of announcement. The
Company may then convene the class meeting
after publication of such announcement.
Article 72Upon approval at the general meeting, these rules shall become effective on	Upon approval at the general	Article 71These rules shall become effective on the date of approval at the general meeting.	These rules shall become effective	A m e n d b a s e d o n actual situation of the Company
the date of initial public offering of the overseas		From the effective date of these rules, the existing Rules of Procedure for Shareholders’ General Meetings of the Company and amendments thereto shall lapse automatically.
listed foreign shares (H shares) of the Company
and listing of which on the Hong Kong Stock
Exchange. From the effective date of these rules, the existing Rules of Procedure for Shareholders’ General Meetings of the Company and amendments thereto shall lapse automatically.

Note: The Rules and Procedure for the General Meetings are prepared in Chinese and there is no official English version. Therefore, any English translation serves as a reference only. In case of any inconsistencies between the Chinese and English version, the former shall prevail.

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APPENDIX III

THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS BEFORE AND AFTER AMENDMENT

Original article	To be amended as	Basis
Article 8 Notice of meeting For a regular meeting or an extraordinary meeting, the Board office shall send a written notice of meeting bearing the seal of the Board officeto all Directors, Supervisors, the president and the secretary to the Board by direct delivery, fax, postal mail, e-mail or other means 14 days and 5 days before a regular meeting of the Board and an extraordinary meeting of the Board, respectively.Where the notice is not served by direct delivery, telephone acknowledgement and corresponding records shall be made. Where an extraordinary meeting of the Board needs to be convened in emergency, the meeting notice shall be given by telephone or in other verbal forms at any time, provided that the convener makes necessary explanations at the meeting.	Article 8 Notice of meeting For a regular meeting or an extraordinary meeting, the Board office shall send a written notice of meeting bearing the seal of the Board officeby personal delivery, postal mail or fax 14 days and 5 days before a regular meeting of the Board and an extraordinary meeting of the Board, respectively. Where an extraordinary meeting of the Board needs to be convened in emergency, the meeting notice shall be given by telephone, fax, e-mail or in other verbal forms at any time, provided that the convener makes necessary explanations at the meeting.	Amend according to the Articles of Association and based on actual situation of the Company

– 24 –

Original article	Original article	To be amended as	Basis
Article 12 Attending in person or by proxy The Directors shall attend the meeting of the Board in person. Any Director who cannot attend the meeting for any reason shall review the meeting documents and form his/her definite opinions in advance and appoint another Director in writing to attend the meeting on his/her behalf. The power of attorney shall specify: (1) the names of the appointor and the proxy; (2) brief comments of the appointor on each proposal; (3 ) the appointor’s scope of authority and voting intention on the proposal; (4 ) the valid period of authorization of the appointor; (5 ) the appointor’s signature, date of signature, etc. ⋯⋯		Article 12 Attending in person or by proxy The Directors shall attend the meeting of the Board in person. Any Director who cannot attend the meeting for any reason shall review the meeting documents and form his/her definite opinions in advance and appoint another Director in writing to attend the meeting on his/her behalf. The power of attorney shall specify: (1) the names of the appointor and the proxy; (2 ) the appointor’s scope of authority and voting intention on the proposal; (3 ) the valid period of authorization of the appointor; (4 ) the appointor’s signature, date of signature, etc. ⋯⋯	A m e n d b a s e d o n actual situation of the Company
	proposal; the appointor’s scope of authority and voting intention on the proposal; the valid period of authorization of the appointor; the appointor’s signature, date of signature, etc.
Article 18 Counting voting results For meetings not convened physically, the securities affairs representative and relevant staff of the Board office shall responsively collect ballots cast by the Directors, which shall be counted by the secretary to the Board under supervision of a Supervisor or independent Director. ⋯⋯		Article 18 Counting voting results The securities affairs representative and relevant staff of the Board office shall responsively collect ballots cast by the Directors, which shall be counted by the secretary to the Board under supervision of a Supervisor or independent Director. ⋯⋯	A m e n d b a s e d o n actual situation of the Company

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Original article	To be amended as	Basis
Article 31⋯⋯ These rules are formulated by the Board, and upon approval at the general meeting, these rules shall become effective on the date of initial public offering of the overseas listed foreign shares (H shares) of the Company and listing of which on the Hong Kong Stock Exchange .From the effective date of these rules, the existing Rules of Procedure for the Board of Directors of the Company and amendments thereto shall lapse automatically. These rules shall be subject to interpretation of the Board of the Company.	Article 31⋯⋯ These rules are formulated by the Board, and shall become effective on the date of approval	A m e n d b a s e d o n actual situation of the Company
	at the general meeting .From the effective date of these rules, the existing Rules of Procedure for the Board of Directors of the Company and amendments thereto shall lapse automatically. These rules shall be subject to interpretation of the Board of the Company.

Note: The Rules and Procedure for the Board of Directors are prepared in Chinese and there is no official English version. Therefore, any English translation serves as a reference only. In case of any inconsistencies between the Chinese and English version, the former shall prevail.

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APPENDIX IV

THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE BEFORE AND AFTER AMENDMENT

Original article	To be amended as	Basis
Article 3 Regular and extraordinary meetings of the Supervisory Committee Meetings of the Supervisory Committee include regular meetings and extraordinary meetings. Regular meetings of the Supervisory Committee shall be convened once every 6 months. Under any of the following circumstances, the Supervisory Committee shall convene an extraordinary meeting within ten days: ⋯⋯	Article 3 Regular and extraordinary meetings of the Supervisory Committee Meetings of the Supervisory Committee include regular meetings and extraordinary meetings. Regular meetings of the Supervisory Committee shall be convenedat least once every 6 months. Under any of the following circumstances, the Supervisory Committee shall convene an extraordinary meeting within ten days: ⋯⋯	Amend according to the Articles of Association
Article 7 Notice of meeting For a regular meeting or an extraordinary meeting of the Supervisory Committee, the office of Supervisory Committee shall send a written notice of meeting bearing the seal of the Supervisory Committeeto all Supervisors by direct delivery, fax, postal mail, e-mail or other means 10 days and 5 days before a regular meeting and an extraordinary meeting, respectively.Where the notice is not served by direct delivery, telephone acknowledgement and corresponding records shall be made. Where an extraordinary meeting of the Supervisory Committee needs to be convened in emergency, the meeting notice shall be given verbally or by telephone at any time, provided that the convener makes necessary explanations at the meeting.	Article 7 Notice of meeting For a regular meeting or an extraordinary meeting of the Supervisory Committee, the office of Supervisory Committee shall send a written notice of meeting bearing the seal of theoffice of Supervisory Committeeby personal delivery, postal mail or fax 10 days and 5 days before a regular meeting and an extraordinary meeting, respectively. Where an extraordinary meeting of the Supervisory Committee needs to be convened in emergency, the meeting notice shall be givenby telephone, fax, e-mail or in other verbal forms	Amend according to the Articles of Association and based on actual situation of the Company
	at any time, provided that the convener makes necessary explanations at the meeting.

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Original article	Original article	To be amended as	To be amended as	Basis
Article 9 Attendance of meetings The Supervisors shall attend the meeting of the Supervisory Committee in person. Any Supervisor who cannot attend the meeting for any reason shall review the meeting documents and form his/her definite opinions in advance and appoint another Supervisor in writing to attend the meeting on his/her behalf. The power of attorney shall specify: (1) the names of the appointor and the proxy; (2) brief comments of the appointor on each proposal; (3) the appointor’s scope of authority and voting intention on the proposal; (4) the appointor’s signature, date of signature, etc. ⋯⋯		Article 9 Attendance of meetings The Supervisors shall attend the meeting of the Supervisory Committee in person. Any Supervisor who cannot attend the meeting for any reason shall review the meeting documents and form his/her definite opinions in advance and appoint another Supervisor in writing to attend the meeting on his/her behalf. The power of attorney shall specify: (1) the names of the appointor and the proxy; (2 ) the appointor’s scope of authority and voting intention on the proposal; (3) the valid period of authorization of the		A m e n d b a s e d o n actual situation of the Company
	proposal; the appointor’s scope of authority and voting intention on the proposal; the appointor’s signature, date of signature, etc.
		(4) ⋯⋯	appointor; the appointor’s signature, date of signature, etc.
Article 11 Convening of meetings A meeting of the Supervisory Committee shall be attended by more than half of the Supervisors. Where any relevant Supervisor refuses or fails to attend the meeting so that the number of attendees falls short of the quorum required for convening the meeting, other Supervisors shall responsively report to the regulatory authority. The secretary to the Board and the securities affair representative shall be present at meetings of the Supervisory Committee as non-voting representatives. The chairman of the meeting may, if thought necessary, notify other relevant persons to be present at the meetings of Supervisory Committee without voting rights.		Article 11 Convening of meetings A meeting of the Supervisory Committee shall be attended by more than half of the Supervisors. Where any relevant Supervisor refuses or fails to attend the meeting so that the number of attendees falls short of the quorum required for convening the meeting, other Supervisors shall responsively report to the regulatory authority. The secretary to the Board and the securities affair representative shall be present at meetings of the Supervisory Committee as non-voting representatives, and the compliance officer has the right to attend or be present at the meetings		Amend according t o A r t i c l e 3 1 o f the Guidelines on I m p l e m e n t a t i o n o f C o m p l i a n c e M a n a g e m e n t o f Securities Companies
		of Supervisory Committee .The chairman of the meeting may, if thought necessary, notify other relevant persons to be present at the meetings of Supervisory Committee without voting rights.

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Original article	To be amended as	Basis
Article 16 Signatures of Supervisors The attending Supervisors shall sign the meeting minutes and resolution records for confirmation on behalf of themselves and the Supervisors who authorize them to attend. Where the Supervisors disagree over the meeting minutes and resolution records, they may attach written remarks when signing the same. Where necessary, they shall responsively report to the regulatory authorities or make public statements. Where any Supervisor neither signs as per the preceding paragraph nor provides his/her different opinions in writing, reports to the regulatory authorities or makes public statement, the said Supervisor shall be deemed as agreeing entirely with the contents of the meeting minutes and the resolution record.	Article 16 Signatures of Supervisors The attending Supervisors shall sign the meeting minutes and resolution records for confirmation on behalf of themselves and the Supervisors who authorize them to attend. Where the Supervisors disagree over the meeting minutes and resolution records, they may attach written remarks when signing the same. Where necessary, they shall responsively report to the regulatory authorities or make public statements. Where any Supervisor neither signs as per the preceding paragraph nor provides his/her different opinions in writing, reports to the regulatory authorities or makes public statement, the said Supervisor shall be deemed as agreeing entirely with the contents of the meeting minutes and the resolution record. The Supervisory Committee shall review the	Amend according to Article 82 of the new Securities Law
	securities offering documents and regular reports
	prepared by the Board and express its comments
	in writing. Supervisors shall provide written
	confirmation. In the event that the Supervisors cannot assure
	the truthfulness, accuracy and completeness of
	contents of the securities offering documents and
	regular reports or disagree with such contents,
	they shall express their opinions and state the
	reason in the written opinions for confirmation,
	which shall be disclosed by the Company. In the
	event that the Company fails to disclose it, the
	Supervisors may directly apply for disclosure.

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Original article	To be amended as	Basis
Article 20 Miscellaneous ⋯⋯ These rules are formulated by the Supervisory Committee, andupon approval at the general meeting, these rules shall become effective on the date of initial public offering of the overseas listed foreign shares (H shares) of the Company and listing of which on the Hong Kong Stock Exchange . From the effective date of these rules, the existing Rules of Procedure for the Supervisory Committee of the Company and amendments thereto shall lapse automatically. These rules shall be subject to interpretation of the Supervisory Committee of the Company.	Article 20 Miscellaneous ⋯⋯ These rules are formulated by the Supervisory Committee, andshall become effective on the date of approval at the general meeting .From the effective date of these rules, the existing Rules of Procedure for the Supervisory Committee of the Company and amendments thereto shall lapse automatically. These rules shall be subject to interpretation of the Supervisory Committee of the Company.	A m e n d b a s e d o n actual situation of the Company

Note: The Rules and Procedure for the Supervisory Committee are prepared in Chinese and there is no official English version. Therefore, any English translation serves as a reference only. In case of any inconsistencies between the Chinese and English version, the former shall prevail.

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APPENDIX V

BIOGRAPHICAL DETAILS OF CANDIDATES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Wu Hong , born in 1956, holds a doctorate degree. He current serves as a professor and a doctoral supervisor of East China University of Political Science and Law, an independent director and a member of risk management committee and audit committee of Shanghai Pudong Development Bank (subject to approval by the China Banking and Insurance Regulatory Commission on his qualification), and an independent director of Zhejiang Tailong Commercial Bank. He used to serve as the dean of School of Economic Laws of East China University of Political Science and Law, the vice president of China Banking Law Society, a member of China Commercial Law Society, the president of Finance Law Committee under the Shanghai Law Society, the vice president of Shanghai International Commercial Law Society, a member of the Proposition Committee of the Chinese National Judicial Examination, a legislative consultation expert of the Standing Committee of Shanghai Municipal People’s Congress and a member of the Shanghai Consumer Council.

Mr. Feng Xingdong , born in 1977, holds a doctorate degree. He currently serves as the dean of School of Statistics and Management of Shanghai University of Finance and Economics. He works in School of Statistics and Management of Shanghai University of Finance and Economics since 2011, and serves as a professor and doctoral supervisor of School of Statistics and Management of Shanghai University of Finance and Economics since 2015 and the dean of School of Statistics and Management of Shanghai University of Finance and Economics since November 2019.

Mr. He Xuan , born in 1982, holds a master’s degree. He currently serves as the executive vice president of Securities Association of Guizhou and the chairman of U-shine Fund Management Co., Ltd., and concurrently serves as a director of Shanghai University of Finance and Economics, the vice president of the Alumni Association of School of Economics and vice president of the Guizhou Alumni Association of Shanghai University of Finance and Economics, a member of the Expert Advisory Committee for Listing of Enterprises in Guizhou Province and other public service appointments. He also concurrently served as a director of the second session of the board of directors of ZTF Securities Co., Ltd. from September 2016 to September 2019.

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