DFZQ — Governance Information 2025

Oct 24, 2025

东方证券
—DFZQ—
(A joint stock company incorporated in the People's Republic of China with limited liability under the Chinese corporate name “东方证券股份有限公司” and carrying on business in Hong Kong as “東方證券” (in Chinese) and “DFZQ” (in English))
(Stock Code: 03958)

TERMS OF REFERENCE

OF THE STRATEGY AND SUSTAINABLE DEVELOPMENT COMMITTEE

OF THE BOARD OF DIRECTORS

CHAPTER 1 GENERAL PROVISIONS

Article 1 In order to accommodate the needs of strategic development of the Company, strengthen its core competitiveness, determine its development plans, formulate ESG and sustainable development plans and management objectives, improve its procedures for making investment decisions, enhance the scientific basis of its decision-making process, improve the effectiveness and quality of material investment decisions, perfect its corporate governance structure and facilitate the sustainable development of the Company, the Company has set up the Strategy and Sustainable Development Committee of the board of directors (hereinafter referred to as the "Board") and formulated the Terms of Reference in accordance with requirement of laws, regulations, rules and normative documents including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, as well as the Articles of Association of Orient Securities Company Limited (hereinafter referred to as the "Articles of Association").

Article 2 The Strategy and Sustainable Development Committee under the Board is a specific working body set up in accordance with the Articles of Association.

CHAPTER 2 COMPOSITION

Article 3 The Strategy and Sustainable Development Committee shall consist of three to five directors.

Article 4 Members of the Strategy and Sustainable Development Committee shall be selected by the Board.

Article 5 The Strategy and Sustainable Development Committee shall have one chairman (i.e. the convener) who is responsible for convening and overseeing the affairs of the Committee; the chairman shall be elected by the Board.

Article 6 The term of office of the Strategy and Sustainable Development Committee shall be identical to that of the Board. A member may offer himself/herself for re-election upon the expiration of his/her term of office. Any member of the Committee who ceases to be a director of the Company during the term shall be automatically disqualified as a member of the Committee, and the vacancy shall be filled by the Board in accordance with Articles 3 to 5 above.

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Article 7 Based on their respective functions, the Board office, the strategic development department, office, and other relevant departments of the Company shall be responsible for the preliminary preparatory work and services in relation to the decision making of the Strategy and Sustainable Development Committee, including collecting and providing relevant information, preparing research reports for relevant subjects, work liaison, meeting organization, drafting resolutions for the Committee, file management and follow-up on implementation of meeting resolutions.

CHAPTER 3 DUTIES AND AUTHORITIES

Article 8 The main duties of the Strategy and Sustainable Development Committee include:

(1) studying and advising on long term strategic development plans of the Company;

(2) studying and advising on major investment financing proposals that are subject to Board approval;

(3) studying and advising on major capital operations and asset management projects that are subject to Board approval;

(4) studying and advising on the Company’s sustainable development (ESG)-related policies, objectives, and management guidelines;

(5) studying and advising on any other significant events that affect the development of Company;

(6) monitoring and assessing the implementation of the matters above and advising on adjustment as and when appropriate; and

(7) other duties as determined by the Board and as required by the listing rules or regulatory rules of the places where the Company’s shares are listed.

Article 9 The Strategy and Sustainable Development Committee is accountable to the Board and shall submit its proposals to the Board for consideration and decision.

CHAPTER 4 PROCEEDINGS AND RULES OF PROCEDURES

Article 10 The meetings of the Strategy and Sustainable Development Committee shall be held on-site in principle, and if necessary, they may be held by video conference, teleconference or other means in accordance with relevant procedures, provided that all the attending members are able to fully communicate with each other and express their opinions.

Article 11 Meetings of the Strategy and Sustainable Development Committee shall be convened by the chairman. The notice of such meetings shall be given to all members of the Strategy and Sustainable Development Committee not less than three days before the meeting, and the relevant materials for the meeting shall be provided. In the urgent situation where a meeting must be convened as soon as possible, such notice may be issued orally by telephone or otherwise, but the chairman shall give an explanation at the meeting. Meetings shall be chaired by the chairman. In the case of absence of the chairman, another Committee member may be authorised to chair the meeting. If a member is unable to attend the meeting in person for any reason, he or she should review the meeting materials in advance, form a clear opinion, and appoint another member in writing to attend the meeting on his or her behalf.

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Article 12 Meetings of the Strategy and Sustainable Development Committee may only be convened with the presence of more than two-thirds of the members. Each member has one vote. Resolutions (or review opinions) may only be passed by more than half of all the members of the Strategy and Sustainable Development Committee voting in favor of such resolutions.

Article 13 As for meetings of the Strategy and Sustainable Development Committee, votes could be made by a show of hands or by poll. In exceptional cases, voting by communications may be adopted.

Article 14 Where necessary, the Strategy and Sustainable Development Committee may also invite directors, senior management and relevant staffs of the Company to attend meetings.

Article 15 The Strategy and Sustainable Development Committee shall form resolutions (or review opinions) and keep minutes for its meetings, and the opinion of the independent directors shall be recorded in the minutes. The minutes should record in sufficient detail the matters considered by the Strategy and Sustainable Development Committee and resolutions (or review opinions) passed, including any concerns raised by the committee members or dissenting views expressed. Minutes of committee meetings should be sent by the secretary to the Board to all members of the Strategy and Sustainable Development Committee within a reasonable time after the meeting. Members present at such meetings shall sign on the minutes which shall be maintained by the secretary to the Board.

Any director could review the minutes within a reasonable time after reasonable notice was sent to the Company.

Article 16 Members present at the meetings and others invited to attend such meetings are obliged to keep all matters discussed at such meetings confidential, and shall not disclose any relevant information without authorization.

CHAPTER 5 SUPPLEMENTARY PROVISIONS

Article 17 The power to interpret these Terms of Reference shall be vested in the Board.

Article 18 These Terms of Reference shall come into effect upon approval by the Board. The original Terms of Reference for the Strategic Development Committee of Orient Securities Company Limited (2024 Revision) shall be repealed simultaneously.

Article 19 Any matters not covered in the Terms of Reference or in conflict with the provisions of laws, regulations, normative documents, the listing rules of the places where the Company's shares are listed or the Articles of Association promulgated or amended after the effective date of the Terms of Reference shall follow such provisions of relevant laws, regulations and normative documents of China, the listing rules of the places where the Company's shares are listed or the Articles of Association.

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