DFZQ — Capital/Financing Update 2016

Jun 22, 2016

Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated June 22, 2016 (the “ Prospectus ”) issued by the Company.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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.

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Hong Kong Public Offering and the International Offering described below before deciding whether or not to invest in the H Shares thereby offered.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or any state securities laws of the United States and may be offered and sold (a) in the United States and to U.S. persons outside the United States only to persons who are both “Qualified Institutional Buyers” and “Qualified Purchasers” in reliance on Rule 144A or another exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and (b) outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The Company has not intended and does not intend to make any public offer of securities in the United States. No registration has been or will be made under the United States Investment Company Act of 1940.

In connection with the Global Offering, Goldman Sachs (Asia) L.L.C. as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilizing action cannot be taken to support the price of the H Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Wednesday, July 27, 2016, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall.

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(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))

GLOBAL OFFERING

Number of Offer Shares under : 957,000,000 H Shares the Global Offering (comprising 870,000,000 H Shares to be offered by the Company and 87,000,000 Sale Shares to be sold by the Selling Shareholders, subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 71,775,200 H Shares (subject to adjustment) Number of International Offer Shares : 885,224,800 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$9.35 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : RMB1.00 per H Share Stock code : 03958

Joint Sponsors

Financial Advisor

Joint Global Coordinators

Joint Bookrunners and Joint Lead Managers

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Application has been made by the Company to the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including any additional H Shares which may be issued pursuant to the exercise of the Over-allotment Option). Dealings in the H Shares on the Main Board are expected to commence at 9:00 a.m. on Friday, July 8, 2016.

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The Global Offering comprises the Hong Kong Public Offering of 71,775,200 H Shares (subject to adjustment), representing approximately 7.5% of the total Offer Shares, and the International Offering of an aggregate of 885,224,800 H Shares (including 87,000,000 Sale Shares to be offered by the Selling Shareholders and subject to adjustment and the Over-allotment Option), representing approximately 92.5% of the total Offer Shares. The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to adjustment as described in the section headed “Structure of the Global Offering” in the Prospectus.

The Company and the Selling Shareholders are expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) at any time from the date of the International Underwriting Agreement until July 27, 2016, being the 30th day from the last day for lodging applications under the Hong Kong Public Offering, to require the Company to allot and issue, and the Selling Shareholders to sell, up to an aggregate of 143,000,000 additional Offer Shares (comprising 130,000,000 H Shares to be allotted and issued by the Company and 13,000,000 H Shares to be sold by the Selling Shareholders), together representing approximately 15% of the number of Offer Shares initially being offered under the Global Offering, at the Offer Price to solely cover overallocations in the International Offering, if any.

In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the Company’s website at www.dfzq.com.cn and the website of the Hong Kong Stock Exchange at www.hkexnews.hk .

Subject to the granting of the approval for listing of, and permission to deal in, the H Shares on the Hong Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares on the Hong Kong Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the H Shares to be admitted into CCASS.

The Offer Price will not be more than HK$9.35 per Offer Share and is currently expected to be not less than HK$7.85 per Offer Share, unless otherwise announced before the last day for lodging applications under the Hong Kong Public Offer. Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$9.35 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%. If the Offer Price as finally determined is less than the maximum Offer Price of HK$9.35 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with the section headed “Structure of the Global Offering — Conditions of the Hong Kong Public Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker’s cashier order will not be cleared.

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Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the Application Forms and the designated website (www.eipo.com.hk) in relation to the White Form eIPO. Applicants who would like to have the allotted Hong Kong Offer Shares registered in their own names should either (i) complete and sign the WHITE Application Forms, or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk under the White Form eIPO service. Applicants who would like to have the allotted Hong Kong Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms, or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Wednesday, June 22, 2016, until 12:00 noon on Monday, June 27, 2016 from:

1. the following addresses of certain Hong Kong Underwriters:

Goldman Sachs (Asia) L.L.C.

68/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong

Nomura International (Hong Kong) Limited

30/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong

Orient Securities (Hong Kong) Limited

28–29/F, 100 Queen’s Road Central, Central, Hong Kong

BOCOM International Securities Limited

9/F, Man Yee Building, 68 Des Voeux Road Central, Central, Hong Kong

Haitong International Securities Company Limited

22/F, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong

Guotai Junan Securities (Hong Kong) Limited

27/F, Low Block, Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong

Zhongtai International Securities Limited

7th Floor, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong

ICBC International Securities Limited

37/F, ICBC Tower, 3 Garden Road, Hong Kong

ABCI Securities Company Limited

10/F, Agricultural Bank of China Tower, 50 Connaught Road Central, Hong Kong

BOCI Asia Limited

26/F, Bank of China Tower, 1 Garden Road, Hong Kong

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CCB International Capital Limited 12/F, CCB Tower, 3 Connaught Road Central, Hong Kong

Shenwan Hongyuan Capital (H.K.) Limited Level 19, 28 Hennessy Road, Hong Kong

Huarong International Securities Limited

28th Floor, AIA Central, 1 Connaught Road Central, Central, Hong Kong

CLSA Limited

Level 18, One Pacific Place, 88 Queensway, Hong Kong

China Merchants Securities (HK) Co., Limited

48/F, One Exchange Square, Central, Hong Kong

China Industrial Securities International Capital Limited 30/F, AIA Central, 1 Connaught Road Central, Hong Kong

1. any of the following branches of the receiving banks:

Standard Chartered Bank (Hong Kong) Limited

District	Branch Name	Address
Hong Kong Island	88 Des Voeux Road Branch	88 Des Voeux Road Central, Central
	Causeway Bay Branch	G/F to 2/F, Yee Wah Mansion,
		38–40A Yee Wo Street,
		Causeway Bay
	Aberdeen Branch	Shop 4A, G/F and Shop 1,
		1/F, Aberdeen Centre Site 5,
		No. 6–12 Nam Ning Street,
		Aberdeen
Kowloon	Kwun Tong Hoi Yuen Road	G/F, Fook Cheong Building,
	Branch	No. 63 Hoi Yuen Road,
		Kwun Tong
	68 Nathan Road Branch	Basement, Shop B1, G/F and
		M/F Golden Crown Court,
		66–70 Nathan Road, Tsimshatsui
	Mei Foo Manhattan Branch	Shop Nos. 07 & 09, Ground Floor,
		Mei Foo Plaza, Mei Foo Sun Chuen
New Territories	Maritime Square Branch	Shop 308E, Level 3,
		Maritime Square, Tsing Yi
	Shatin Plaza Branch	Shop No. 8, Shatin Plaza,
		21–27 Shatin Centre Street, Shatin

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Bank of Communications Co., Ltd. Hong Kong Branch

District	Branch Name	Address
Hong Kong Island	Central District Sub-Branch	G/F., Far East Consortium Building,
		125A Des Voeux Road Central,
		Central
	Chai Wan Sub-Branch	G/F., 121–121A Wan Tsui Road,
		Chai Wan Cinema Building,
		Chai Wan
Kowloon	Lam Tin Sub-Branch	Shop No. 5 & 9, G/F., Kai Tin Towers,
		51–67C Kai Tin Road, Lam Tin
New Territories	Fanling Sub-Branch	Shop No. 84A–84B, G/F.,
		Flora Plaza, Fanling
Industrial and Commercial Bank of China (Asia) Limited
District	Branch Name	Address
Hong Kong Island	Central Branch	1/F, 9 Queen’s Road Central
	Wanchai Road Branch	G/F Times Media Centre,
		No. 133 Wan Chai Road,
		Hong Kong
	North Point Branch	G/F, 436–438 King’s Road,
		North Point
New Territories	Tai Po Branch	Shop F, G/F, Mee Fat Building,
		No. 34–38 Tai Wing Lane, Tai Po
	Tsuen Wan Castle Peak Road	G/F, 423–427 Castle Peak Road
	Branch	Tsuen Wan
Wing Lung Bank Limited
District	Branch Name	Address
Hong Kong Island	Head Office	45 Des Voeux Road Central
	Johnston Road Branch	118 Johnston Road
	Kennedy Town Branch	28 Catchick Street
Kowloon	Mongkok Branch	B/F Wing Lung Bank Centre,
		636 Nathan Road
	Sham Shui Po Branch	111 Tai Po Road
	To Kwa Wan Branch	64 To Kwa Wan Road
New Territories	Sheung Shui Branch	128 San Fung Avenue

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Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Wednesday, June 22, 2016 until 12:00 noon on Monday, June 27, 2016 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or your stockbroker, who may have such Application Forms and the Prospectus available.

The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to “HORSFORD NOMINEES LIMITED — DFZQ PUBLIC OFFER” attached should be deposited in the special collection boxes provided at any of the branches referred to above, at the following times:

• Wednesday, June 22, 2016 — 9:00 a.m. to 5:00 p.m.

• Thursday, June 23, 2016 — 9:00 a.m. to 5:00 p.m.

• Friday, June 24, 2016 — 9:00 a.m. to 5:00 p.m.

• Saturday, June 25, 2016 — 9:00 a.m. to 1:00 p.m.

• Monday, June 27, 2016 — 9:00 a.m. to 12:00 noon

Applicants applying by White Form eIPO may submit applications through the White Form eIPO service at www.eipo.com.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Wednesday, June 22, 2016 until 11:30 a.m. on Monday, June 27, 2016 or such later time as described in the section “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus (24 hours daily, except on the last application day).

CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:

• (1)

• • Wednesday, June 22, 2016 – 9:00 a.m. to 8:30 p.m.

  • (1)

• Thursday, June 23, 2016 – 8:00 a.m. to 8:30 p.m.

• (1)

• Friday, June 24, 2016 – 8:00 a.m. to 8:30 p.m.

• (1)

• • Saturday, June 25, 2016 – 8:00 a.m. to 1:00 p.m.

• (1)

• • Monday, June 27, 2016 – 8:00 a.m. to 12:00 noon

Note:

• (1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/ Custodian Participants.

or such later time as described in the section “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.

Please refer to the sections “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

The Company expects to publish the announcement on the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering

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(i) in the South China Morning Post (in English); (ii) in the Hong Kong Economic Times (in Chinese); (iii) on the website of the Hong Kong Stock Exchange ( www.hkexnews.hk ) and (iv) on the Company’s website ( www.dfzq.com.cn ) on or before Thursday, July 7, 2016. The results of allocations and the Hong Kong Identity Card/passport/Hong Kong Business Registration numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels from Thursday, July 7, 2016 as described in the section headed “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” in the Prospectus.

The Company will not issue temporary documents of title. No receipt will be issued for application monies received. Share certificates will only become valid at 8:00 a.m. on Friday, July 8, 2016 provided that the Global Offering has become unconditional and the right of termination described in the section “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus has not been exercised. Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence at 9:00 a.m. on Friday, July 8, 2016. The H Shares will be traded in board lots of 400 H Shares each. The stock code of the Company is 03958.

By order of the Board of Directors of the Company Mr. Pan Xinjun Chairman

Hong Kong, June 22, 2016

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 Chao, 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. PAN Fei as independent non-executive Directors.

Please also refer to the published version of this announcement in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese).

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