DFZQ — Proxy Solicitation & Information Statement 2016

Sep 21, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, 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 Circular.

If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in 東方證券股份有限公司 , you should at once hand this Circular together with the accompanying form of proxy and reply slip to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

(Stock Code: 03958)

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR PROPOSED ENGAGEMENT OF OFFSHORE AUDITING FIRM PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting of the Company to be held at Jing Song Hall, 4/F, Pine City Hotel, No. 777 Zhaojiabang Road, Shanghai, the PRC on Tuesday, November 8, 2016 at 1:30 p.m. is set out on pages 7 to 9 of this Circular.

The reply slip and the form of proxy for the EGM have been distributed on Thursday, September 22, 2016 and have also been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company’s website (www.dfzq.com.cn). If you are not able to attend the EGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM, and deposit it together with the notarized power of attorney or other document of authorization with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so desire.

Shareholders intending to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) on or before Wednesday, October 19, 2016.

September 22, 2016

TABLE OF CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . .	7
ANNEX I − PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION . . . . .	I-1
ANNEX II − PROPOSED AMENDMENTS TO RULES OF PROCEDURE
FOR SHAREHOLDERS’ GENERAL MEETINGS . . . . . . . . . . . . . . .	II-1

– i –

DEFINITIONS

In this Circular, unless the context otherwise requires, the following expressions have the following meanings:

• “A Share(s)”

the domestic share(s) of the Company with a nominal value of RMB1 each, which are listed for trading on the SSE

“Articles of Association” the articles of association of 東方證券股份有限公司, as amended from time to time

• “Board” or “Board of Directors” the board of directors of the Company

“Company” 東方證券股份有限公司, a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Hong Kong Stock Exchange under the stock code of 03958 and the A Shares of which are listed on the SSE under the stock code of 600958

“CSRC”

the China Securities Regulatory Commission

“Director(s)” the director(s) of the Company “EGM” or “Extraordinary the extraordinary general meeting of the Company to be held General Meeting” at Jing Song Hall, 4/F, Pine City Hotel, No. 777 Zhaojiabang Road, Shanghai, the PRC on Tuesday, November 8, 2016 at 1:30 p.m.

“Group” the Company and its subsidiaries

“H Share(s)” the ordinary share(s) of the Company with a nominal value of RMB1 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

“H Share Registrar” Computershare Hong Kong Investor Services Limited “HK$” or “Hong Kong dollars” the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Latest Practicable Date” September 15, 2016, being the latest practicable date for the purpose of ascertaining certain information contained in this Circular prior to its publication

– 1 –

DEFINITIONS

• “PRC” or “China” the People’s Republic of China, but for the purposes of this Circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

• “Rules of Procedure for the Rules of Procedure for Shareholders’ General Meetings of Shareholders’ General Meetings” the Company, as amended from time to time

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Shareholder(s)” the shareholder(s) of the Company, including holder(s) of H Shares and holder(s) of A Shares

• “SSE” Shanghai Stock Exchange

• “Supervisor(s)” the supervisor(s) of the Company

• “Supervisory Committee” the supervisory committee of the Company

– 2 –

LETTER FROM THE BOARD

(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)

Executive Directors: Mr. PAN Xinjun (Chairman) Mr. JIN Wenzhong (President)

Non-executive Directors:

Mr. WU Jianxiong (Vice chairman) Mr. ZHANG Qian Mr. WU Junhao Mr. CHEN Bin Mr. LI Xiang Ms. HUANG Laifang Mr. ZHOU Yao

Registered office: 22/F, 23/F and 25-29/F Building 2, No. 318 Zhongshan South Road Shanghai PRC

Principal place of business in Hong Kong: 28-29/F 100 Queen’s Road Central Central Hong Kong

Independent Non-executive Directors: Mr. LI Zhiqiang Mr. XU Guoxiang Mr. TAO Xiuming Mr. WEI Anning Mr. PAN Fei Mr. XU Zhiming

September 22, 2016

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

The purpose of this Circular is to provide you, as holders of H Shares, with the notice of the EGM (set out on pages 7 to 9 of this Circular) and provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions or abstain from voting at the EGM.

At the EGM, ordinary resolutions will be proposed to approve (i) the proposed appointment of Mr. Xu Jianguo as a non-executive Director; and (ii) the proposed engagement of offshore auditing firm of the Company for the year of 2016. A special resolution will be proposed to approve the proposed amendments to the Articles of Association and the Rules of Procedure for Shareholders’ General Meetings.

– 3 –

LETTER FROM THE BOARD

ORDINARY RESOLUTIONS:

I. Proposed Appointment of Non-executive Director

Reference is made to the announcement of the Company published on August 28, 2016 in relation to proposed appointment of non-executive Director. An ordinary resolution will be proposed at the EGM to consider and approve the appointment of Mr. Xu Jianguo (“ Mr. Xu ”) as a non-executive Director.

The biography of Mr. Xu is summarized as follows:

Mr. Xu Jianguo (許建國) , a Chinese citizen and member of Communist Party of China, born in October 1964, obtained his EMPACC degree from The Chinese University of Hong Kong and is a senior accountant. Mr. Xu served as the financial manager of the first management department of Shanghai Electric Assets Management Company Limited, the chief financial officer of Shanghai Li Da Heavy Industrial Manufacturing Limited, the deputy head of the assets and finance department of Shanghai Electric Assets Management Company Limited, and the deputy head of the financial budget department of Shanghai Electric (Group) Corporation. Mr. Xu currently serves as the head of the financial budget department of Shanghai Electric (Group) Corporation.

As far as the Directors are aware, save as disclosed above, Mr. Xu has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Xu does not have any relationship with any Directors, Supervisors, senior management or substantial Shareholders of the Company, nor any position in the Company or any of its subsidiaries. As at the Latest Practicable Date, Mr. Xu does not have any interest in the shares of the Company or its associated companies within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information in relation to the appointment of Mr. Xu which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules nor are there any matters which need to be brought to the attention of the shareholders of the Company. Mr. Xu has not been penalized by CSRC or other relevant departments or stock exchanges.

As at the Latest Practicable Date, the Company has not entered into any service contract with Mr. Xu. The Board proposed to appoint Mr. Xu as a non-executive Director. Unless adjustment is required by the relevant applicable laws and regulations, the term of office of Mr. Xu shall end on the expiry date of the term of office of the third session of the Board. During his term of office as a non-executive Director, Mr. Xu will not receive remuneration from the Company.

In accordance with the Articles of Association and the provisions of the relevant PRC laws and regulations, the appointment of Mr. Xu is subject to approval of the Shareholders at the EGM and will come into effect after his qualification as Director is approved by CSRC. The Board also resolved to elect Mr. Xu to act as a member of the audit committee of the third session of the Board, commencing from the date on which his appointment as Director becomes effective until the expiry date of the term of office of the third session of the Board.

– 4 –

LETTER FROM THE BOARD

The aforesaid resolution was considered and approved by the Board on August 26, 2016 and is hereby proposed at the EGM for consideration and approval.

II. Proposed Engagement of Offshore Auditing Firm

The Board proposes that Deloitte (Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership), collectively “ Deloitte ”) be engaged as the offshore external auditors for the Company in 2016 for a period of one year, responsible for providing relevant audit and other services in accordance with the International Financial Reporting Standards and proposes at the EGM that the Board should be authorized to determine the auditing fees in accordance with the work scope and contents of the audit and other services to be provided by Deloitte.

The aforesaid resolution was considered and approved by the Board on September 9, 2016 and is hereby proposed at the EGM for consideration and approval.

SPECIAL RESOLUTION:

• I. Proposed Amendments to Articles of Association and Rules of Procedure for Shareholders’ General Meetings

Reference is made to the announcement of the Company published on August 28, 2016 in relation to proposed amendments to the Articles of Association and the Rules of Procedure for Shareholders’ General Meetings. Pursuant to the requirements of onshore and offshore laws and regulations including the Company Law and the Securities Law of the PRC and the Hong Kong Listing Rules, and considering the actual conditions of the Company’s operations and management, the Board has resolved to amend certain articles in the Articles of Association and the Rules of Procedure for Shareholders’ General Meetings. For details, please see Annex I and Annex II to this Circular.

Such amendments to the Articles of Association and the Rules of Procedure for Shareholders’ General Meetings are subject to approval of the Shareholders at the EGM, and material articles therein will come into effect after being approved by CSRC.

The aforesaid resolution was considered and approved by the Board on August 26, 2016 and is hereby proposed at the EGM for consideration and approval.

EXTRAORDINARY GENERAL MEETING

The EGM of the Company will be held at Jing Song Hall, 4/F, Pine City Hotel, No. 777 Zhaojiabang Road, Shanghai, the PRC on Tuesday, November 8, 2016 at 1:30 p.m. The notice of the EGM is set out on pages 7 to 9 of this Circular.

The register of members of H Shares of the Company will be closed from Saturday, October 8, 2016 to Tuesday, November 8, 2016 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of H Shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as Shareholders on the register of members of H Shares of the Company before 4:30 p.m. on Friday, October 7, 2016 are entitled to attend and vote in

– 5 –

LETTER FROM THE BOARD

respect of all resolutions to be proposed at the EGM. In order to attend the EGM, holders of H Shares should ensure that all transfer documents, accompanied by the relevant H Share certificates, are lodged with the Company’s H Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:30 p.m. on Friday, October 7, 2016.

Reply slip and the form of proxy for the EGM have been distributed on Thursday, September 22, 2016 and have also been published on the website of Hong Kong Stock Exchange (www.hkexnews.hk) and the Company’s website (www.dfzq.com.cn). Shareholders intending to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM to the Company’s H Share Registrar (for holders of H Shares) on or before Wednesday, October 19, 2016.

To be valid, for holders of H Shares, the form of proxy and notarized power of attorney or other document of authorization must be delivered to the Company’s H Share Registrar not less than 24 hours before the time appointed for the EGM. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM in person if you so wish.

HONG KONG LISTING RULES REQUIREMENT

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a shareholders’ general meeting must be taken by poll. Therefore, all resolutions at the EGM will be taken by way of a poll.

RESPONSIBILITY STATEMENT

This Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Circular misleading.

RECOMMENDATION

There is no Shareholder who is required to abstain from voting in respect of the ordinary and special resolutions at the EGM.

The Board believes that all the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders to vote in favor of the relevant resolutions to be proposed at the EGM as set out in the notice of the EGM set out in this Circular.

Yours faithfully, By order of the Board PAN Xinjun

Chairman

– 6 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

(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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of 東方證券股份有限 公司 (the “ Company ”) will be held at Jing Song Hall, 4/F, Pine City Hotel, No. 777 Zhaojiabang Road, Shanghai, the PRC on Tuesday, November 8, 2016 at 1:30 p.m., for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the appointment of Mr. Xu Jianguo as a non-executive director of the Company.

2. To consider and approve the engagement of offshore auditing firm of the Company for the year of 2016.

SPECIAL RESOLUTION

1. To consider and approve the proposed amendments to the Articles of Association and the Rules of Procedure for Shareholders’ General Meetings of the Company.

By order of the Board PAN Xinjun Chairman

Shanghai, the PRC September 22, 2016

– 7 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Eligibility for attending the Extraordinary General Meeting and date of registration of holders for H Shares

The register of members of H Shares of the Company will be closed from Saturday, October 8, 2016 to Tuesday, November 8, 2016 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as shareholders on the register of members of H Shares of the Company before 4:30 p.m. on Friday, October 7, 2016 are entitled to attend and vote in respect of all resolutions to be proposed at this Extraordinary General Meeting.

In order to attend this Extraordinary General Meeting, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:30 p.m. on Friday, October 7, 2016.

2. Proxy

• (1) Each shareholder entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder of the Company.

• (2) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.

To be valid, for holders of H Shares, the form of proxy and notarized power of attorney or other document of authorization must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the Extraordinary General Meeting.

3. Registration procedures for attending the Extraordinary General Meeting

• (1) A shareholder or his proxy should present proof of identity when attending the Extraordinary General Meeting. If a shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body of such shareholder may attend the Extraordinary General Meeting by providing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.

• (2) Shareholders intending to attend the Extraordinary General Meeting in person or by their proxies should complete and return the reply slip for attending the Extraordinary General Meeting to Computershare Hong Kong Investor Services Limited (for holders of H Shares) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Wednesday, October 19, 2016.

4. Voting by poll

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a shareholders’ general meeting must be taken by poll.

5. Miscellaneous

• (1) The Extraordinary General Meeting is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

• (2) The address of Computershare Hong Kong Investor Services Limited is:

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

– 8 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

(3) The registered office of the Company: 22/F, 23/F and 25-29/F Building 2, No. 318 Zhongshan South Road Shanghai The People’s Republic of China Contact office: Office of the Board Telephone No.: 86 (21) 63325888 Facsimile No.: 86 (21) 63326010 Contact Person: Mr. WANG Rufu

As at the date of this notice, 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, Ms. HUANG Laifang and Mr. ZHOU Yao as non-executive Directors; and Mr. LI Zhiqiang, Mr. XU Guoxiang, Mr. TAO Xiuming, Mr. WEI Anning, Mr. PAN Fei and Mr. XU Zhiming as independent non-executive Directors.

– 9 –

ANNEX I — PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

	Original article		To be amended as	To be amended as		Basis
	Article 51 Shareholders of the Company		Article 51 Shareholders of the Company		Deleted according to
	are persons lawfully holding shares	of the	are persons lawfully holding shares of the		requirements from
	Company, with names (titles) recorded in		Company, with names (titles) recorded in		CCASS and actual
	register of shareholders.		register of shareholders.		conditions of the
					Company.
	......;		......;
	(4) in respect of the joint shareholders of		(4) in respect of the joint shareholders of
	any shares, only the joint shareholder first		any shares, only the joint shareholder first
	named in the register of shareholders have		named in the register of shareholders have
	the right to receive the certificate of		the right to receive the certificate of
	relevant shares and notices of the		relevant shares and notices of the
	Company, and to attend or vote at		Company~~, and to attend or vote at~~
	shareholders’ general meetings of the		~~shareholders’ general meetings of the~~
	Company. Any notice delivered to the		~~Company~~. Any notice delivered to the
	aforesaid shareholder shall be deemed to		aforesaid shareholder shall be deemed to
	have been delivered to all joint		have been delivered to all joint
	shareholders of the relevant shares.	Any	shareholders of the relevant shares. Any
	of the joint shareholders may sign the		of the joint shareholders may sign the
	proxy form. In case that more than one of		proxy form. In case that more than one of
	the joint shareholders attend the meeting,		the joint shareholders attend the meeting,
	whether in person or by proxy, the vote of		whether in person	or by proxy, the vote of
	the senior joint shareholder will be		the senior joint shareholder will be
	accepted to the exclusion of the votes of		accepted to the exclusion of the votes of
	the other joint shareholder(s), and for this		the other joint shareholder(s), and for this
	purpose, seniority will be determined by		purpose, seniority	will be determined by
	the order in which the names stand	in the	the order in which	the names stand in the
	register of shareholders in respect of the		register of shareholders in respect of the
	joint shareholding.		joint shareholding.

– I-1 –

ANNEX I — PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

	Original article	To be amended as	To be amended as	Basis
Article 65The venue to hold a		Article 65The venue to hold	a	Online voting service is
shareholders’ general meeting of the		shareholders’ general meeting of the		technically infeasible
Company shall be the domicile of the		Company shall be the domicile of the		for H Shares.
Company or other location specified by Company or other location specified by
the convener.		the convener.
A shareholders’ general meeting shall		A shareholders’ general meeting shall
usually be in the form of physical		usually be in the form of physical
meeting to be held on-site. The Company meeting to be held on-site. The Company
shall facilitate the participation of		shall facilitate the participation of
shareholders at the shareholders’ general shareholders at the shareholders’ general
meetings by the Internet or other ways. A meetings by the Internet or other ways to
shareholder	who participates in a general the extent technically feasible. A
meeting in the aforesaid manners shall be shareholder who participates in a general
deemed to have been present at the		meeting in the aforesaid manners shall be
meeting.		deemed to have been present at the
		meeting.
Article 85 ......		Article 85 ......		Added according to
				requirements from
In the event that the shareholder is a		In the event that the shareholder is a		CCASS and actual
recognized clearing house (hereinafter recognized clearing house (hereinafter				conditions of the
referred to as “recognized clearing		referred to as “recognized clearing		Company.
house”) as defined in relevant regulations house”) as defined in relevant			regulations
established	at the places where shares	of established at the places where shares of
the Company are listed or its agent, such the Company are listed or its agent, such
shareholder	is entitled to appoint one or shareholder is entitled to appoint one or
more persons it deems suitable to act as more persons it deems suitable to act as
its proxy(ies) at any shareholders’ general its proxy(ies) at any shareholders’ general
meeting or shareholders’ class meeting. meeting or shareholders’ class meeting.
However, in the event that two or more However, in the event that two or more
persons are	appointed as representatives, persons are appointed as representatives,
the powers of attorney shall specify the the powers of attorney shall specify the
number and the class of shares as		number and the class of shares as
represented	by each of the said persons. represented by each of the said persons.
The persons so authorized may represent The persons so authorized may represent
the recognized clearing house (or its		the recognized clearing house	(or its
agent) to attend the meetings and exercise agent) to attend the meetings and exercise
their rights,	as if such persons are	their rights (without being required to
individual shareholders of the Company. present share certificate, certified
		statement of proxy and/or further
		evidence of due authorization), as if
		such persons are individual shareholders
		of the Company.

– I-2 –

ANNEX I — PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

	Original article		To be amended as	To be amended as			Basis
Article 99 ......		Article 99 ......				Separate counting for
						votes	of medium and
When the shareholders’ general meeting When the shareholders’ general meeting						small	non-registered
considers significant matters that could considers significant matters				that could		shareholders is
affect the interests of medium and small affect the interests of medium and small						technically infeasible
investors, the votes by medium and small investors, to the extent technically						for H	Shares.
investors shall be counted separately, and feasible, the votes by medium and small
the results of such separate vote counting investors shall be counted separately, and
shall be disclosed promptly.		the results of such separate vote counting
		shall be disclosed promptly.
......
		......
Article 104The Company shall, on the Article 104The Company shall, on the						Same	reason as Article
premise of ensuring a valid shareholders’ premise of ensuring a valid shareholders’						65.
general meeting, through multiple means general meeting, through multiple means
and method, among others, provide the		and method, among others, provide the
online voting system in priority and other online voting system in priority and other
means of up-to-date information		means of up-to-date information
technology, with the purpose of		technology to the extent technically
facilitating shareholders in participating feasible, with the purpose of				facilitating
the shareholders’ general meeting.		shareholders in participating		the
		shareholders’ general meeting.

– I-3 –

ANNEX I — PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Original article	Original article	To be amended as	To be amended as		Basis
Article 105 Unless voting by ballot is		Article 105 Any vote of shareholders at		Rule 13.39(4) of the
conducted particularly pursuant to the		a general meeting must be taken by poll		Hong Kong Listing
listing rules or relevant provisions of the		except where the chairman of the		Rules provides that:
securities regulatory authorities of the		meeting, in good faith, decides to allow		Any vote	of
places where shares of the Company are		a resolution which relates purely to a		shareholders at a
listed, or voting by ballot is (before or		procedural or administrative matter to		general meeting must
after any voting	by show of hands)	be voted on by a show of hands.		be taken by poll except
demanded by the following persons,				where the chairman, in
voting at a shareholders’ general meeting				good faith, decides to
shall be conducted by a show of hands:				allow a resolution
				which relates purely to
(1) the chairman of the shareholders’				a procedural or
general meeting;				administrative matter to
				be voted	on by a show
(2) at least two shareholders or their				of hands.
proxies entitled	to vote;
(3) one or more	shareholders (including
their proxies) individually or jointly
holding 10% or	above of the voting shares
represented by all shareholders present at
the meeting.
Unless voting by ballot is so demanded, a
declaration shall be made by the chairman
of the meeting that a resolution on a show
of hands has been passed, and an entry to
that effect in the minutes of the meeting
shall be conclusive evidence of the fact
that such resolution has been passed.
There is no need to provide evidence of
the number or proportion of the votes
recorded in favor or against such
resolution at the meeting.
The demand for	voting by ballot may be
withdrawn by the person who makes such
demand.
The method of open ballot shall be
adopted for a poll vote.

– I-4 –

ANNEX I — PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Original article	Original article	Original article	To be amended as	To be amended as	To be amended as			Basis
Article 106 In the event that the issue			Deletion in entirety.			Same		reason as Article
required to be voted	by ballot is the					105.
election of chairman or the termination of
meeting, voting by ballot shall be
conducted immediately; in respect of
other issues required		to be voted by
ballot, the chairman	may decide the time
of voting by ballot, and the meeting may
proceed to consider	other issues, and the
voting results shall be deemed as
resolutions passed at		the said meeting.

– I-5 –

PROPOSED AMENDMENTS TO RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

ANNEX II

Original article	Original article	To be amended as	To be amended as	Basis
Article 39 Unless voting by ballot is		Article 39 Any vote of shareholders at a		Same reason as Article
conducted particularly pursuant to the		general meeting must be taken by poll		105 of the Articles of
listing rules or relevant provisions of the		except where the chairman of the		Association.
securities regulatory authorities of the		meeting, in good faith, decides to allow
places where shares of the Company are		a resolution which relates purely to a
listed, or voting by ballot is (before or		procedural or administrative matter to
after any voting	by show of hands)	be voted on by a show of hands.
demanded by the following persons,
voting at a shareholders’ general meeting
shall be conducted by a show of hands:
(1) the chairman of the shareholders’
general meeting;
(2) at least two shareholders or their
proxies entitled	to vote;
(3) one or more	shareholders (including
their proxies) individually or jointly
holding 10% or	above of the voting shares
represented by all shareholders present at
the meeting.
Unless voting by ballot is so demanded, a
declaration shall be made by the chairman
of the meeting that a resolution on a show
of hands has been passed, and an entry to
that effect in the minutes of the meeting
shall be conclusive evidence of the fact
that such resolution has been passed.
There is no need to provide evidence of
the number or proportion of the votes
recorded in favor or against such
resolution at the meeting.
The demand for	voting by ballot may be
withdrawn by the person who makes such
demand.
The method of open ballot shall be
adopted for a poll vote.

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ANNEX II — PROPOSED AMENDMENTS TO RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

Original article	Original article	Original article	To be amended as	To be amended as	To be amended as	Basis
Article 40 In the event that the issue			Deletion in entirety.		Same reason as Article
required to be voted	by ballot is the				105	of the Articles of
election of chairman or the termination of					Association.
meeting, voting by ballot shall be
conducted immediately; in respect of
other issues required		to be voted by
ballot, the chairman	may decide the time
of voting by ballot, and the meeting may
proceed to consider	other issues, and the
voting results shall be deemed as
resolutions passed at		the said meeting.

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