DFZQ — Proxy Solicitation & Information Statement 2017

Mar 1, 2017

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

(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 (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 People’s Republic of China (the “ PRC ”) on Friday, April 14, 2017 at 2:00 p.m., for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the resolution in relation to the satisfaction of the criteria for non-public issuance of A shares by the Company.

2. To consider and approve the resolution in relation to the “Feasibility Report on the Use of Proceeds from the Proposed Non-public Issuance of A Shares”.

3. To consider and approve the resolution in relation to the utilisation of proceeds from previous fund raising.

4. To consider and approve the resolution in relation to the related-party’s transactions and connected transaction involved in the non-public issuance of A shares.

5. To consider and approve the resolution in relation to the execution of the subscription agreements with conditions precedent with specific subscribers, including:

6. 5.01. To consider and approve the resolution in relation to the execution of the subscription agreement with conditions precedent with Shenergy (Group) Company Limited;

7. 5.02. To consider and approve the resolution in relation to the execution of the subscription agreement with conditions precedent with Shanghai Haiyan Investment Management Company Limited (上海海煙投資管理有限公司); and

8. 5.03. To consider and approve the resolution in relation to the execution of the subscription agreement with conditions precedent with Shanghai United Media Group.

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1. To consider and approve the resolution in relation to the authorization by the Extraordinary General Meeting, the class meeting of A shareholders of the Company and H Shares Class Meeting to the board of directors to deal with relevant matters involved in the non-public issuance of A shares.

2. To consider and approve the resolution in relation to the dilution by the non-public issuance of A shares on current returns and the remedial measures.

3. To consider and approve the resolution in relation to the shareholders’ returns in the next three years (2017-2019).

4. To consider and approve the proposal regarding the general mandate to issue onshore debt financing instruments of the Company, including:

5. 9.01. issue size;

6. 9.02. type;

7. 9.03. term;

8. 9.04. interest rate and basis of determination;

9. 9.05. issue method and issue target;

10. 9.06. use of proceeds;

11. 9.07. authorisation matters; and

12. 9.08. validity period of resolution.

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the proposed non-public issuance of A shares by the Company, including:

2. 10.01. issue method;

3. 10.02. class and par value of shares to be issued;

4. 10.03. issue price and pricing principles;

5. 10.04. target subscribers and the methods for subscription;

6. 10.05. number of shares to be issued;

7. 10.06. lock-up period for the proposed issuance;

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• 10.07. amount and use of proceeds;

• 10.08. place of listing of the shares to be issued;

• 10.09. treatment of the undistributed profit retained prior to the proposed issuance; and

• 10.10. validity period of resolution.

• To consider and approve the resolution in relation to the “Proposal in respect of the Proposed Non-public Issuance of A Shares (Revised)”.

By order of the Board of Directors PAN Xinjun Chairman

Shanghai, the PRC February 28, 2017

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 Wednesday, March 15, 2017 to Friday, April 14, 2017 (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 Tuesday, March 14, 2017 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 Tuesday, March 14, 2017.

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 the Company’s H Share Registrar, 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.

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• (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 the Company’s H Share Registrar, 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 Saturday, March 25, 2017.

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.

• (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

• (4) Please refer to the circular of the Company in relation to the Extraordinary General Meeting and the class meeting of H shareholders to be published on or before March 30, 2017 for details of the resolutions to be proposed at the Extraordinary General Meeting for consideration and approval.

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, Mr. XU Jianguo, Ms. HUANG Laifang and Mr. ZHOU Yao as non-executive Directors; and Mr. LI Zhiqiang, Mr. XU Guoxiang, Mr. TAO Xiuming, Mr. WEI Anning, Mr. PAN Fei and Mr. XU Zhiming as independent non-executive Directors.

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