DFZQ - Proxy Solicitation & Information Statement 2018

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 AMENDMENTS TO THE ARTICLES OF ASSOCIATION ELECTION OF THE BOARD ELECTION OF THE SUPERVISORY COMMITTEE PROPOSED APPLICATION FOR CONDUCTION OF CROSS-BORDER BUSINESSES

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at Meeting Room, 4/F, Building 2, No. 318 South Zhongshan Road, Shanghai, the PRC on Tuesday, March 6, 2018 at 2:00 p.m. is set out on pages 10 to 13 of this circular.

The reply slip and the form of proxy for the EGM have been distributed on Saturday, January 20, 2018 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 (i.e. 2:00 p.m. on Monday, March 5, 2018), and deposit it together with the notarized power of attorney or other document of authorization with the 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 H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) on or before Wednesday, February 14, 2018.

January 29, 2018

TABLE OF CONTENTS

			Page
DEFINITIONS . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .			10
ANNEX I	−	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
ANNEX II	–	BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES. . . . . . .	26
ANNEX III	–	BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES . . . . .	31
ANNEX IV	–	PROPOSED APPLICATION FOR CONDUCTION OF
		CROSS-BORDER BUSINESSES. . . . . . . . . . . . . . . . . . . . . . . . . . .	33

– 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 Meeting Room, 4/F, Building 2, No. 318 South Zhongshan Road, Shanghai, the PRC on Tuesday, March 6, 2018 at 2:00 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” January 24, 2018, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication

– 1 –

DEFINITIONS

“NDRC” the National Development and Reform Commission “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 “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

(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 Mr. XU Jianguo Ms. HUANG Laifang

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. XU Guoxiang Mr. TAO Xiuming Mr. WEI Anning Mr. XU Zhiming Mr. JIN Qinglu

January 29, 2018

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 10 to 13 of this circular) and 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, special resolution will be proposed to approve the resolution in relation to the amendments to certain articles in the Articles of Association and ordinary resolutions will be proposed to approve the resolution in relation to the election of the Board, the resolution in relation to the election of the Supervisory Committee and the resolution in relation to application for conduction of cross-border businesses.

– 3 –

LETTER FROM THE BOARD

SPECIAL RESOLUTION

I. Proposed Amendments to the Articles of Association

Reference is made to the announcement of the Company published on December 5, 2017 in relation to the elections of the Board and the Supervisory Committee and the amendments to the Articles of Association and the announcement published on January 19, 2018 in relation to proposed appointment of non-executive Director, proposed amendments to the Articles of Association and amendments to the Articles of Association.

Pursuant to the requirements of relevant laws and regulations, the election plan for the fourth session of the Board and the Supervisory Committee, and actual needs of the operations and management of the Company, the Company proposed to amend certain articles in the Articles of Association. The amendments details are set out in Annex I to this circular.

The amendments to the Articles of Association have been approved by the 36th meeting of the third session of the Board and the 37th meeting of the third session of the Board and shall be proposed at the EGM for consideration and approval, and material articles therein will come into effect after being approved by the CSRC. The Company will announce separately upon the approval.

The aforesaid resolution was considered and approved by the Board on December 5, 2017 and January 19, 2018 and is hereby proposed at the EGM for consideration and approval by way of a special resolution.

ORDINARY RESOLUTIONS

I. Election of the Board

Reference is made to the announcement of the Company published on December 5, 2017 in relation to the elections of the Board and the Supervisory Committee and the amendments to the Articles of Association, the announcement published on December 11, 2017 in relation to election of employee representative Director and employee representative Supervisors, and the announcement published on January 19, 2018 in relation to proposed appointment of non-executive Director, proposed amendments to the Articles of Association and amendments to the Articles of Association.

The Board has considered and agreed to nominate Mr. Pan Xinjun and Mr. Jin Wenzhong as candidates for the executive Directors of the fourth session of the Board, Mr. Liu Wei, Mr. Wu Junhao, Mr. Chen Bin, Mr. Li Xiang, Ms. Xia Jinghan and Mr. Xu Jianguo as candidates for the non-executive Directors of the fourth session of the Board, and Mr. Xu Guoxiang, Mr. Tao Xiuming, Mr. Wei Anning, Mr. Xu Zhiming and Mr. Jin Qinglu as candidates for the independent non-executive Directors of the fourth session of the Board. The fourth session of the Board will be composed of 14 Directors, and in addition to the above nominated 13 Director candidates, one employee representative Director Mr. Du Weihua has been elected by the employees of the Company at the general meeting of employees’ representatives and will join the fourth session of the Board directly.

– 4 –

LETTER FROM THE BOARD

All members of the fourth session of the Board shall serve a term of three years, which will be effective from the date of the approval at the EGM. The candidates who have not obtained the qualifications as Directors or independent Directors from the CSRC shall be subject to the qualification as approved by the CSRC and shall hold their terms of office to the expiry of the terms of the fourth session of the Board.

The biographical details for the Director candidates of the fourth session of the Board are set out in Annex II to this circular. As at the Latest Practicable Date and as far as the Board is aware, save as disclosed in this circular, the Director candidates have 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, save as disclosed in this circular, the Director candidates do not have other relationship with any Directors, Supervisors, senior management or substantial Shareholders of the Company. The Director candidates do 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 in this circular, there is no other information in relation to the appointments of the Director candidates 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. The Director candidates have not been penalized by the CSRC or other relevant departments or stock exchanges.

As at the Latest Practicable Date, the Company has not entered into any service contract with the Director candidates in terms of the appointment of the fourth session of the Board. The Board proposed to appoint the Director candidates as Directors. Unless adjustment is required by the relevant applicable laws and regulations, the terms of office of the Director candidates shall end on the expiry date of the terms of office of the fourth session of the Board. The remuneration of Mr. Pan Xinjun and Mr. Jin Wenzhong will be determined in accordance with the Proposal on Implementation Plan for Remuneration and Performance Management of Management Members of the Company during their terms of office as executive Directors. Mr. Liu Wei, Mr. Wu Junhao, Mr. Chen Bin, Mr. Li Xiang, Ms. Xia Jinghan and Mr. Xu Jianguo will not receive remuneration from the Company during their terms of office as non-executive Directors. The remuneration of Mr. Xu Guoxiang, Mr. Tao Xiuming, Mr. Wei Anning, Mr. Xu Zhiming and Mr. Jin Qinglu will be determined in accordance with the resolution in relation to the Adjustment of Remuneration of the Independent Directors of the Company during their terms of office as independent non-executive Directors.

Due to the election of the Board, among the Directors who are not employee representatives of the third session of the Board, Mr. Wu Jianxiong, Mr. Zhang Qian and Ms. Huang Laifang will no longer serve as Directors or serve any position in the Board committees as the date of approval of election of the fourth session of the Board at the EGM. They confirm that they have no disagreement with the Board and there is no matter relating to their resignations that needs to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange.

– 5 –

LETTER FROM THE BOARD

II. Election of the Supervisory Committee

The Supervisory Committee has considered and agreed to nominate Mr. Zhang Qian, Ms. Huang Laifang, Ms. Tong Jie, Mr. Liu Wenbin, Mr. Yin Keding and Mr. Wu Zhengkui as candidates for the Supervisors who are not employee representatives of the fourth session of the Supervisory Committee. The fourth session of the Supervisory Committee will be composed of nine Supervisors, and in addition to the above nominated six Supervisor candidates, three employee representative Supervisors Mr. Li Bin, Mr. Zhou Wenwu and Mr. Yao Yuan have been elected by the employees of the Company at the general meeting of employees’ representatives and will join the fourth session of the Supervisory Committee directly.

All members of the fourth session of the Supervisory Committee shall serve a term of three years, which will be calculated from the date of the approval at the EGM. The candidates who have not obtained the qualifications as Supervisors from the CSRC shall be subject to the qualification as approved by the CSRC and shall hold their terms of office to the expiry of the terms of the fourth session of the Supervisory Committee.

The biographical details for the Supervisor candidates of the fourth session of the Supervisory Committee are set out in Annex III to this circular. As at the Latest Practicable Date and as far as the Supervisory Committee is aware, save as disclosed in this circular, the Supervisor candidates have 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, save as disclosed in this circular, the Supervisor candidates do not have other relationship with any Directors, Supervisors, senior management or substantial Shareholders of the Company. The Supervisor candidates do 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 in this circular, there is no other information in relation to the appointments of the Supervisor candidates 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. The Supervisor candidates have not been penalized by the CSRC or other relevant departments or stock exchanges.

As at the Latest Practicable Date, the Company has not entered into any service contract with the Supervisor candidates in terms of the appointment of the fourth session of the Supervisory Committee. The Supervisory Committee proposed to appoint the Supervisor candidates as Supervisors. Unless adjustment is required by the relevant applicable laws and regulations, the terms of office of the Supervisor candidates shall end on the expiry date of the terms of office of the fourth session of the Supervisory Committee. The Supervisors who are not employee representatives will not receive remuneration from the Company during their terms of office as Supervisors.

– 6 –

LETTER FROM THE BOARD

Due to the election of the Supervisory Committee, among the Supervisors who are not employee representatives of the third session of the Supervisory Committee, Mr. Song Xuefeng will no long server as a Supervisor as the date of approval of election of the fourth session of the Supervisory Committee at the EGM. Mr. Song Xuefeng confirms that he has no disagreement with the Board and the Supervisory Committee and there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange.

The aforesaid resolution was considered and approved by the Supervisory Committee on December 5, 2017 and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

III. Proposed Application for Conduction of Cross-border Businesses

The Board has considered and agreed to the resolution in relation to application for conduction of cross-border businesses, including:

To approve the Company to apply to the CSRC for the qualifications to conduct the following cross-border businesses in accordance with regulatory approval and based on the business development demand, to carry out relevant business after obtaining such qualifications, and to authorise the Company’s management to handle relevant formalities:
(1) To use its proprietary capital to participate in the trading of financial products on overseas exchanges, and to invest in overseas financial products or tools that are allowed by other qualified domestic institutional investors;
(2) To sign the OTC Derivatives Master Transaction Agreement and its supplemental agreements (including ISDA, CSA, NAFMII and SAC) with domestic and overseas counterparties so as to participate in OTC financial product transactions and provide corresponding financial products and trading services to customers.
After the qualifications of the aforesaid cross-border businesses have been obtained, to authorise the Company’s management to amend the Articles of Association in accordance with the requirements of relevant regulatory authorities where a change in the Articles of Association is required, and to handle relevant matters regarding changes in its Articles of Association, business registration and business license;
To authorise the Company’s management to establish management organs in accordance with regulatory requirements and based on its business development demand, and organise the formulation of and amendments to relevant business systems.

The details of aforesaid resolution are set out in Annex IV to this circular.

The aforesaid resolution was considered and approved by the Board on January 19, 2018 and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

– 7 –

LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

The EGM will be held at Meeting Room, 4/F, Building 2, No. 318 South Zhongshan Road, Shanghai, the PRC on Tuesday, March 6, 2018 at 2:00 p.m. The notice of the EGM is set out on pages 10 to 13 of this circular.

The register of members of H Shares of the Company will be closed from Sunday, February 4, 2018 to Tuesday, March 6, 2018 (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 and registered as Shareholders on the register of members of H Shares of the Company before 4:30 p.m. on Friday, February 2, 2018 are entitled to attend and vote in 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 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, February 2, 2018.

Reply slip for the EGM has been distributed on Saturday, January 20, 2018 and the form of proxy for the EGM will be distributed on Monday, January 29, 2018. Such reply slip and the form of proxy 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 H Share Registrar (for holders of H Shares) on or before Wednesday, February 14, 2018.

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 H Share Registrar not less than 24 hours before the time appointed for the EGM (i.e. 2:00 p.m. on Monday, March 5, 2018). 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.

To the best knowledge of the Directors, as at the Latest Practicable Date, no Shareholder has a material interest in any of the above resolutions and therefore no Shareholder is required to abstain from voting in respect of the above resolutions at the EGM.

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.

– 8 –

LETTER FROM THE BOARD

RECOMMENDATION

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.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in Annex I to Annex IV in this circular.

Yours faithfully, By order of the Board PAN Xinjun Chairman

– 9 –

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 (the “ Extraordinary General Meeting ”) of 東方證券股份有限公司 (the “ Company ”) will be held at Meeting Room, 4/F, Building 2, No. 318 South Zhongshan Road, Shanghai, the People’s Republic of China (the “ PRC ”) on Tuesday, March 6, 2018 at 2:00 p.m., for the following purposes:

SPECIAL RESOLUTION

To consider and approve the resolution in relation to the amendments to certain articles in the articles of association of the Company.

ORDINARY RESOLUTIONS

To consider and approve the resolution in relation to the election of the board of directors of the Company, including:
2.01. to consider and approve Mr. Pan Xinjun as the executive director of the Company;
2.02. to consider and approve Mr. Jin Wenzhong as the executive director of the Company;
2.03. to consider and approve Mr. Liu Wei as the non-executive director of the Company;
2.04. to consider and approve Mr. Wu Junhao as the non-executive director of the Company;
2.05. to consider and approve Mr. Chen Bin as the non-executive director of the Company;
2.06. to consider and approve Mr. Li Xiang as the non-executive director of the Company;
2.07. to consider and approve Ms. Xia Jinghan as the non-executive director of the Company;
2.08. to consider and approve Mr. Xu Jianguo as the non-executive director of the Company;
2.09. to consider and approve Mr. Xu Guoxiang as the independent non-executive director of the Company;
2.10. to consider and approve Mr. Tao Xiuming as the independent non-executive director of the Company;

– 10 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

2.11. to consider and approve Mr. Wei Anning as the independent non-executive director of the Company;
2.12. to consider and approve Mr. Xu Zhiming as the independent non-executive director of the Company; and
2.13. to consider and approve Mr. Jin Qinglu as the independent non-executive director of the Company.
To consider and approve the resolution in relation to the election of the supervisory committee of the Company, including:
3.01. to consider and approve Mr. Zhang Qian as the supervisor who is not an employee representative of the Company;
3.02. to consider and approve Ms. Huang Laifang as the supervisor who is not an employee representative of the Company;
3.03. to consider and approve Ms. Tong Jie as the supervisor who is not an employee representative of the Company;
3.04. to consider and approve Mr. Liu Wenbin as the supervisor who is not an employee representative of the Company;
3.05. to consider and approve Mr. Yin Keding as the supervisor who is not an employee representative of the Company; and
3.06. to consider and approve Mr. Wu Zhengkui as the supervisor who is not an employee representative of the Company.
To consider and approve the resolution in relation to application for conduction of cross-border businesses.

By order of the Board of Directors PAN Xinjun Chairman

Shanghai, the PRC January 20, 2018

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 Sunday, February 4, 2018 to Tuesday, March 6, 2018 (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, February 2, 2018 are entitled to attend and vote in respect of all resolutions to be proposed at this Extraordinary General Meeting.

– 11 –

NOTICE OF 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, February 2, 2018.

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 (i.e. before 2:00 p.m. on Monday, March 5, 2018).

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 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 Wednesday, February 14, 2018.

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. DENG Haipeng

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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 and Ms. HUANG Laifang 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.

– 13 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

Original article			To be amended as				Basis
Articles of Association:
Article 62 The shareholders’	general		Article 62 The shareholders’	general		According to the election
meeting is the authority	of	the	meeting is the authority	of	the	proposal	of the	Board and
Company and shall exercise		the	Company and shall exercise		the	the Supervisory		Committee,
following functions and powers		in	following functions and powers		in	the Company proposed to
accordance with the laws:			accordance with the laws:			add employee representative
						directors	and	accordingly
(1) to determine the operating	policies		(1) to determine the operating	policies		improve the relevant terms
and investment plans of the Company;			and investment plans of the Company;			of the Article of Association
(2) to elect and replace directors		and	(2) to elect and replace the directors
to determine the remuneration of		the	who are not appointed	from
relevant Directors;			employee representatives	and	to
			determine the remuneration	of	the
(3) to elect and replace supervisors			relevant Directors;
appointed from shareholder
representatives, and to determine		the	(3) to elect and replace the supervisors
remuneration of the	relevant		who are not appointed	from
supervisors;			employee representatives,	and	to
			determine the remuneration	of	the
(4)… (19)			relevant supervisors;
…			(4)… (19)
			…

– 14 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

Original article

Article 135 Directors shall be elected or replaced at the shareholders’ general meeting. A director shall serve a term of three years, and may seek reelection upon expiry of the said term. The term of a director shall be calculated from the date upon which the resolution was approved at the shareholders’ general meeting to the expiry of the current Board.

The shareholders’ general meeting shall not dismiss any director without valid reasons prior to the expiry of his/her service term. If a director is removed by the shareholders’ general meeting before his/her term of office expires, relevant explanation shall be provided. The director being removed shall be entitled to state his/her opinion to the shareholders’ general meeting, CSRC or its delegated authority.

Subject to the relevant laws and administrative regulations, a director can be removed by an ordinary resolution passed at the shareholders’ general meeting before the expiry of his/her term of office (such removal does not prejudice the director’s claim for damages pursuant to any contract).

If the term of office of a director expires but reelection is not made responsively, the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, departmental rules and the Articles of Association until a new director is elected.

To be amended as Article 135 Directors who are not appointed from employee representatives shall be elected or replaced at the shareholders’ general meeting. A director shall serve a term of three years, and may seek reelection upon expiry of the said term. The term of a director shall be calculated from the date upon which the resolution was approved at the shareholders’ general meeting to the expiry of the current Board.

The shareholders’ general meeting shall not dismiss any director without valid reasons prior to the expiry of his/her service term. If a director who is not appointed from employee representatives is removed by the shareholders’ general meeting before his/her term of office expires, relevant explanation shall be provided. The director being removed shall be entitled to state his/her opinion to the shareholders’ general meeting, CSRC or its delegated authority.

Employee representative directors shall be elected by the employees of the Company at the general meeting of employees’ representatives, staff meeting or otherwise by democratic election to join the Board directly.

Basis According to the election proposal of the Board and the Supervisory Committee, the Company proposed to add employee representative directors, accordingly improve the relevant terms of the Article of Association and specify the election procedure of employee representative directors

– 15 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

			Original article	Original article	Original article	Original article			To be amended as			Basis	Basis	Basis
Article 151The Company						shall have a			Article 151The Company shall have a	Election		proposal				of		the
board	accountable to the shareholders’								board accountable to the shareholders’	Board	and		the Supervisory
general meeting. The Board consists									general meeting. The Board consists	Committee
of 16	directors, including						at	least	of 14 directors, including one
one-third			of	independent			directors.		employee representative director
The Board			shall have a chairman and a						and at least one-third of independent
vice chairman.									directors. The Board shall have a
									chairman and may have a vice
									chairman.
Article 152 The					Board shall perform				Article 152 The Board shall perform	“Measures			on		Compliance
the following duties:									the following duties:	Management				of		Securities
										Companies			and			Securities
(1)…(15)									(1)…(15)	Investment		Fund Management
										Companies”			(CSRC			Order		No.
(16)	to		review and			decide		on	(16) to determine the compliance	133)	and		“Guidelines					for
compliance management						policy		and	management objectives of the	Implementation				of	Compliance
urge,		examine and					assess		Company, to undertake	Management				of		Securities
compliance management;									responsibility on the effectiveness of	Companies”						(Securities
									compliance management, and fulfil	Association			of	China			[2017]
(17)…(18)									compliance management duties,	No. 208)
									including but not limited to: to
									consider and approve the
									fundamental policy for compliance
									management and the annual
									compliance reports, to establish the
									mechanism for direct
									communication with the chief
									compliance officer, to evaluate the
									effectiveness of compliance
									management, to supervise the
									rectification of issues in compliance
									management;
									(17)…(18)

– 16 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

		Original article	Original article	Original article				To be amended as				Basis	Basis
Article 187 The president shall							be	Article 187 The president shall be		“Measures		on		Compliance
accountable to			the Board and perform					accountable to the Board and perform		Management			of	Securities
the following duties:								the following duties:		Companies		and		Securities
										Investment		Fund Management
(1)…(5)								(1)…(5)		Companies”		(CSRC Order			No.
										133)	and	“Guidelines			for
(6)	to	implement		compliance				(6) to take charge of achieving the		Implementation			of	Compliance
management of daily operations;								compliance management objectives,		Management			of	Securities
								to undertake responsibility of		Companies”				(Securities
(7)…(13)								compliant operation, to fulfil		Association		of	China [2017]
								compliance management duties,		No. 208)
…								including but not limited to: to
								establish a sound organizational
								structure for compliance
								management, to follow the
								compliance management
								procedures, to delegate adequate
								and suitable compliance
								management officers and to offer
								them sufficient human resources,
								material resources, financial
								resources, technical support and
								guarantee for their performance of
								duties, to timely report and rectify
								identified non-compliance and
								implementing accountability, to
								perform other compliance
								management duties as stated in the
								Articles of Association or relevant
								systems of the Company, or as
								determined by the Board;
								(7)…(13)
								…
Article 198 The term of				office		of a		Article 198 The term of office of	a	Improving		the	terms of		the
supervisor		shall be three years. Supervisors						supervisor shall be three years. Supervisors		Articles of Association
who	are shareholders shall be				elected or			who are not appointed from employee
replaced by the shareholders’ general								representatives shall be elected or
meeting		and	supervisors		who		are	replaced by the shareholders’ general
employees		shall	be democratically elected					meeting and supervisors who are
or replaced by the Company’s					employees.			employees shall be democratically elected
The	term	of office of a supervisor is						or replaced by the Company’s employees.
renewable		upon re-election					and	The term of office of a supervisor is
re-appointment.								renewable upon re-election and
								re-appointment.

– 17 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

Original article	To be amended as		Basis
Article 199 Any Supervisor who fails	Article 199 Any Supervisor who fails	Improving	the terms	of	the
to attend supervisory committee	to attend supervisory committee	Articles of	Association
meetings in person or by proxy three	meetings in person or by proxy three
times consecutively, shall be deemed	times consecutively, shall be deemed
non-performance of duties and shall	non-performance of duties and shall
be removed and replaced by the	be removed and replaced by the
shareholders’ general meeting or the	shareholders’ general meeting or the
general meeting of employees’	general meeting of employees’
representatives.	representatives.
If a Supervisor is removed from	If a Supervisor who is not appointed
his/her office by the shareholders’	from employee representatives is
general meeting before the expiration	removed from his/her office by the
of his/her term, relevant explanation	shareholders’ general meeting before
shall be provided. The supervisor	the expiration of his/her term, relevant
being removed shall be entitled to	explanation shall be provided. The
express opinions at the shareholders’	supervisor being removed shall be
general meeting, to the CSRC or its	entitled to express opinions at the
local branches.	shareholders’ general meeting, to the
	CSRC or its local branches.
Article 205 The Company shall have	Article 205 The Company shall have	Election proposal		of	the
the Supervisory Committee. The	the Supervisory Committee. The	Board and	the Supervisory
Supervisory Committee shall consist	Supervisory Committee shall consist	Committee
of seven supervisors, of which the	of nine supervisors, of which the
employee representatives shall	employee supervisors shall account
account for at least one third. The	for at least one third. The employee
employee representatives in the	supervisors in the Supervisory
Supervisory Committee are elected by	Committee are elected by the staff of
the staff of the Company through	the Company through employee
employee representatives’ meeting,	representatives’ meeting, staff
staff meeting or otherwise by	meeting or otherwise by democratic
democratic election.	election.

– 18 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

Original article	To be amended as			Basis	Basis
Article 207 The Supervisory	Article 207 The Supervisory	“Measures		on		Compliance
Committee shall perform the	Committee shall perform the	Management			of	Securities
following duties:	following duties:	Companies		and		Securities
		Investment		Fund Management
(1)…(3)	(1)…(3)	Companies”		(CSRC Order			No.
		133)	and	“Guidelines			for
(4) to require directors, president or	(4) to supervise the performance of	Implementation			of	Compliance
other senior management to rectify	compliance management duties by	Management			of	Securities
their behaviors in breach of relevant	the Directors and senior	Companies”				(Securities
laws, regulations or the Articles of	management;	Association		of	China [2017]
Association or damaging the interests		No. 208)
of the Company, shareholders or	(5) to require directors, president or
customers during the performance of	other senior management to rectify
their duties within a limited period.	their behaviors in breach of relevant
Where the damage is material or	laws, regulations or the Articles of
relevant directors or senior	Association or damaging the interests
management fail to rectify such	of the Company, shareholders or
behaviors within the required period,	customers during the performance of
proposal shall be made to remove such	their duties within a limited period.
directors or senior management or to	Where the damage is material or
convene a shareholders’ general	relevant directors or senior
meeting to submit a special resolution	management fail to rectify such
to such shareholders’ general meeting;	behaviors within the required period,
	proposal shall be made to remove such
(5)…(11)	directors or senior management or to
	convene a shareholders’ general
	meeting to submit a special resolution
	to such shareholders’ general meeting.
	The Supervisory Committee may
	propose the dismissal of any
	Directors or senior management
	members who assume the primary
	and leadership responsibility for
	material compliance risks;
	(6)…(12)

– 19 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

Original article		To be amended as			Basis	Basis
Article 215The Company shall have	a	Article 215The Company shall have a	“Measures		on		Compliance
chief compliance officer who is		chief compliance officer who is	Management			of	Securities
responsible for the compliance of the		responsible for the compliance of the	Companies		and		Securities
Company and a senior management of		Company and a senior management of	Investment		Fund Management
the Company. The chief compliance		the Company. The chief compliance	Companies”		(CSRC Order			No.
officer shall be accountable to the		officer shall be accountable to the	133)	and	“Guidelines			for
Board of Directors. The chief		Board of Directors. The chief	Implementation			of	Compliance
compliance officer shall report his/her		compliance officer shall report his/her	Management			of	Securities
daily work to the chairman.		daily work to the chairman.	Companies”				(Securities
			Association		of	China [2017]
The chief compliance officer shall not		The chief compliance officer shall not	No. 208)
concurrently hold a post contrary to		concurrently hold a post contrary to
his/her compliance management		his/her compliance management
duties and shall not be in charge of	a	duties and shall not be in charge of a
department of which the functions are		department of which the functions are
contrary to the compliance		contrary to the compliance
management duties.		management duties.
The chief compliance officer shall		The chief compliance officer shall
have the qualifications required by		have the qualifications required by
laws and regulations, be nominated by		laws and regulations, be nominated by
the chairman, appointed and removed		the chairman, appointed and removed
by the Board of Directors. The		by the Board of Directors. For the
appointment and removal shall be in		appointment of the chief compliance
compliance with relevant provisions		officer, the Company shall file
of laws and regulations.		his/her resume and the relevant
		certification materials to the
		relevant local branch office of the
		CSRC. The chief compliance officer
		of the Company shall take office
		upon the approval by the relevant
		local branch office of the CSRC. The
		dismissal of the chief compliance
		officer by the Company before the
		expiry of his/her term of office shall
		be supported by proper reasons. A
		written report on the reasons
		thereof shall be submitted to the
		local branch office of the CSRC 10
		working days before the relevant
		board meeting is convened.

– 20 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

Original article	To be amended as Basis
	If the chief compliance officer is unable to perform his duties or is absent, his duties shall beperformed by the chairman of the Board or the president of the Company. A written report shall be submitted to the relevant local branch office of the CSRC within 3 working days from the date of such determination. The period during which the duties of the chief compliance officer are performed by the chairman or president shall not exceed six months. The chief compliance officer may tender his/her resignation to the Board one month in advance and shall also report to the relevant local branch office of the CSRC. The chief compliance officer shall continue to perform his/her duties until the resignation is approved. In the event that the chief compliance officer is absent, the Company shall engage a person satisfying the relevant laws and regulations to serve as the chief compliance officer within six months.
Article 216 The duties of the chief compliance officer shall be as follows: (1) to issue written compliance examination opinions with respect to internal management systems, major decisions, new products and new business plans of the Company. The chief compliance officer shall examine application materials or reports to be submitted to regulatory authorities by	Article 216 The duties of the chief compliance officer shall be as follows: (1) to issue written compliance examination opinions with respect to internal management systems, major decisions, new products and new business plans of the Company. The chief compliance officer shall examine application materials or reports to be submitted to regulatory authorities by “Measures on Compliance Management of Securities Companies and Securities Investment Fund Management Companies” (CSRC Order No. 133) and “Guidelines for Implementation of Compliance Management of Securities Companies” (Securities Association of China [2017] No. 208)

Original article

To be amended as
Basis

If the chief compliance officer is
unable to perform his duties or is
absent, his duties shall beperformed
by the chairman of the Board or the
president of the Company. A written
report shall be submitted to the
relevant local branch office of the
CSRC within 3 working days from
the date of such determination. The
period during which the duties of
the
chief
compliance
officer
are
performed
by
the
chairman
or
president
shall
not
exceed
six
months.
The chief compliance officer may
tender his/her resignation to the
Board one month in advance and
shall also report to the relevant local
branch office of the CSRC. The
chief
compliance
officer
shall
continue to perform his/her duties
until the resignation is approved.
In
the
event
that
the
chief
compliance officer is absent, the
Company
shall
engage
a
person
satisfying
the
relevant
laws
and
regulations to serve as the chief
compliance
officer
within
six
months.

Article 216 The duties of the chief
compliance officer shall be as follows:
(1)
to
issue
written
compliance
examination opinions with respect to
internal management systems, major
decisions,
new
products
and
new
business plans of the Company. The
chief compliance officer shall examine
application materials or reports to be
submitted to regulatory authorities by
“Measures
on
Compliance
Management
of
Securities
Companies
and
Securities
Investment Fund Management
Companies” (CSRC Order No.
133)
and
“Guidelines
for
Implementation of Compliance
Management
of
Securities
Companies”
(Securities
Association of China [2017]
No. 208)

(1) to issue written compliance examination opinions with respect to internal management systems, major decisions, new products and new business plans of the Company. The chief compliance officer shall examine application materials or reports to be submitted to regulatory authorities by the Company as required by such authorities and give opinions on the application materials or reports with his/her signatory;

– 21 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

Original article	To be amended as Basis
(2) to supervise the compliance of operation management and practices of the Company and its employees, and conduct regular and irregular examinations in accordance with requirements of securities regulatory authorities and regulations of the	(2) to organize the formulation of the fundamental system for compliance management and other compliance management systems, and to supervise the implementation of such systems by all subordinate entities;

(2) to supervise the compliance of operation management and practices of the Company and its employees, and conduct regular and irregular examinations in accordance with requirements of securities regulatory authorities and regulations of the Company;

(3) to report to the Board of Directors in a timely manner and to the Supervisory Committee, managers and regulatory authorities at the same time when violation of laws and regulations or compliance risk is found. The chief compliance officer shall also report to relevant self- regulatory organizations in the event of violation of industrial standards and self-regulatory rules; (4) to timely advise relevant organizations or departments of the Company on stopping and handling of potential violation of laws and regulations and compliance risk and supervise the rectification; (5)…(8)	(3) to supervise the compliance of operation management and practices of the Company and its employees, and conduct regular and irregular examinations in accordance with requirements of securities regulatory authorities and regulations of the Company; (4) to report the compliance of the
	Company’s operation and
	management and the
	implementation of compliance
	management work to the Board and
	the person-in-charge of operation
	and management, to report to the
	Board, the Supervisory Committee
	and the person-in-charge of
	operation and management in a
	timely manner when identifies any
	non-compliance and hidden risks of
	non-compliance, to offer advice on
	remedy and supervise the
	rectification, and to procure the
	Company to report to the local
	branch office of the CSRC in time.
	In the event that the Company fails
	to report in time, it shall directly
	report to the local branch office of
	the CSRC. In the case of violation of
	industrial standards and
	self-regulatory rules, it shall also
	report to the relevant
	self-regulatory organizations; (5)…(8)

– 22 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

	Original article	Original article	Original article	Original article					To be amended as
(9) to	consult with				securities				(9) to consult with securities
regulatory			authorities					or	regulatory authorities or
self-regulatory			organizations				when		self-regulatory organizations when
there are		ambiguities			in		laws,		there are ambiguities in laws,
regulations and standards				which affect					regulations and standards which affect
his/her judgment			on the compliance of						his/her judgment on the compliance of
the operation and management								and	the operation and management and
practice	of	the	Company			and its			practice of the Company and its
employees;									employees. Where there are changes
									in any laws, regulation or rules,	it
(10) to	organize and			implement					shall promptly make
policies	of	anti-money		laundering					recommendations to the Board or
and control		mechanism		on internal					senior management and monitor the
information;									relevant departments to evaluate the
									impact on compliance management
(11) to handle complaints and reports									as well as make corresponding
regarding	illegal		acts and violations of						amendments and improvements to
the Company		and employees;							relevant systems and workflows;
(12) to perform other duties					which are				(10) to assist the Board and senior
not contrary to the				compliance					management in establishing and
management		duties, as granted					by the		implementing the information
Board of	Directors.								firewall for anti-money laundering
									and inside information, and the
									management system for conflict of
									interest;
									(11) to guide and supervise the
									relevant departments in handling
									complaints and reports regarding
									non-compliance of the Company and
									employees;
									(12) to maintain record for
									inspection of the documents and
									information in relation to the duties
									performed, such as the issue of
									compliance review advice and
									compliance consultancy advice, the
									execution of documents, and the
									original copy of compliance review,
									and to record the details of
									performance of duties;

– 23 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

Original	article	article		To be amended as			Basis	Basis
				(13) to perform other duties which are
				not contrary to the compliance
				management duties, as granted by the
				Board of Directors.
				In the event that the Company does
				not adopt the compliance review
				advice of the chief compliance
				officer, the relevant matter shall be
				submitted to the Board of Directors
				for determination.

Article 217 Guarantees for the chief				Article 217 Guarantees for the chief	“Measures		on		Compliance
compliance officer	to perform its			compliance officer to perform its	Management			of	Securities
duties:				duties:	Companies		and		Securities
					Investment		Fund Management
(1) The Board of	Directors of the			(1) The Board of Directors of the	Companies”		(CSRC Order			No.
Company shall formulate			a set of	Company shall formulate a set of	133)	and	“Guidelines			for
comprehensive and			practicable	comprehensive and practicable	Implementation			of	Compliance
compliance management system and				compliance management system and	Management			of	Securities
supervise its implementation, so as to				supervise its implementation, so as to	Companies”				(Securities
provide institutional protections for				provide institutional protections for	Association		of	China [2017]
the chief compliance		officer to		the chief compliance officer to	No. 208)
exercise its authorities.				exercise its authorities.
(2) The Company shall ensure that the				(2) The Company shall ensure that the
chief compliance	officer enjoys			chief compliance officer enjoys
sufficient right of	information. The			sufficient right of information. The
chief compliance	officer		shall be	chief compliance officer shall be
entitled to participate or			attend the	entitled to participate or attend the
relevant meetings	of the		Company,	important meetings (such as Board
have access to all relevant			documents	meetings and operating decision
and materials in relation to			fulfillment	meetings) and other meetings as
of his/her duties in	order		to acquire	required by the chief compliance
necessary and sufficient information.				officer. The chief compliance officer
				shall be informed in advanced of the
				meeting by the Company, and have
				access to all relevant documents and
				materials in relation to fulfillment of
				his/her duties in order to acquire
				necessary and sufficient information.

– 24 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNEX I

	Original article		To be amended as
(3)	The Company shall provide		(3) The Company shall provide
material and financial resources		and	material and financial resources and
technical supports to the Chief			technical supports to the Chief
compliance officer as well		as	compliance officer as well as
compliance officers required		for	compliance officers required for
him/her to perform his/her duties.			him/her to perform his/her duties.
(4) The Company shall ensure that the			(4) The Company shall ensure that the
chief	compliance officer enjoys	an	chief compliance officer enjoys an
independent right of inspection.		The	independent right of inspection.
chief	compliance officer shall have the		The chief compliance officer shall
right	to make investigation	into	have the right to make investigation
any	potential non-compliance		into any potential non-compliance
independently, have access to relevant			independently, have access to relevant
documents and records, communicate			documents and records, and obtain
with	the management and staff	and	information and assistance from the
gain	support from them.		management, staff and the
			intermediaries which provide audit
			and legal services to the Company.
			The chief compliance officer may
			directly engage external
			professional firms or persons in the
			name of the Company to assist him
			in carrying out his duties as
			necessary. The expenses shall be
			borne by the Company.

– 25 –

BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

ANNEX II

CANDIDATES FOR EXECUTIVE DIRECTORS

Mr. Pan Xinjun , born in 1961, holds a master’s degree in business administration and is a senior economist. Currently, he is the secretary of CPC party committee, chairman and executive director of the Company, the chairman of Citi Orient Securities Co., Ltd. and a director of Shanghai Orient Securities Asset Management Co., Ltd. Mr. Pan served as the acting secretary then the secretary of the CPC party branch of Yuyuan Road corporate sub-office of Changning district office of Industrial and Commercial Bank of China, Shanghai branch from June 1984 to January 1986, the liaison of the party rectification office, the secretary of the CPC party branch of Yuyuan Road corporate sub-office of Changning district office and a senior staff member of the organization division of the Industrial and Commercial Bank of China, Shanghai branch from March 1985 to October 1988, the chairman of the labor union, deputy director, president of the sub-branch, and the secretary of CPC party committee in the Industrial and Commercial Bank of China, Shanghai branch, Changning district office from November 1988 to January 2003, the deputy secretary of CPC party committee and the general manager of the Company from January 2003 to January 2010, the secretary of CPC party committee, chairman and general manager of the Company from January 2010 to September 2010, the chairman of the Board of China Universal Asset Management Company Limited from June 2012 to April 2015, a director of Orient Finance Holdings (Hong Kong) Limited from November 2014 to August 2015, and the chairman of the Board and a director of Shanghai Orient Securities Capital Investment Co., Ltd. from March 2013 to August 2015. Mr. Pan was appointed as the chairman of the Board and the secretary of CPC party committee of the Company in September 2010.

Mr. Jin Wenzhong , born in 1964, holds a master’s degree in economics and is an economist. Currently, he is the deputy secretary of CPC party committee, executive director and president of the Company, the chairman of Shanghai Orient Securities Capital Investment Co., Ltd., the chairman of Shanghai Orient Securities Futures Co., Ltd., a director of Shanghai Orient Securities Innovation Investment Co., Ltd., and a director of Shanghai Orient Securities Asset Management Co., Ltd. Mr. Jin served as the deputy manager of the distribution department, the deputy director of the research institute and the assistant to the president of Wanguo Securities from January 1992 to September 1995, the deputy director of the office for enterprise modernization committee of Nomura Securities from October 1995 to December 1997, and a member of the CPC party committee and the deputy general manager of the Company from December 1997 to September 2010. Mr. Jin has been serving as deputy CPC party committee secretary, executive director, and president of the Company since September 2010.

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

Mr. Liu Wei , born in 1973, a CPC party member, holds a bachelor’s degree and a master’s degree in law. Currently, he is the manager of human resource department of Shenergy (Group) Company Limited. Mr. Liu served as a clerk of the Enforcement Division (section officer), a clerk, then an assistant judge of the Economic Division, and an assistant judge of the Office (deputy section head level) of People’s Court of Huangpu District from July 1996 to December 2001, an assistant judge of the Office (deputy section head level), an assistant judge of the Office (section head level), the deputy section chief of the General Section of the Office, the director of the President’s Office of the Office, a judge (deputy division head level), and the deputy director of the Office of Higher People’s Court of Shanghai Municipality from December 2001 to May 2013, the deputy director of the Office of

– 26 –

BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

ANNEX II

Organization Department, the deputy director and consultant of General Official Division of Municipal Committee from May 2013 to September 2017. Mr. Liu has been serving as the manager of human resource department of Shenergy (Group) Company Limited since September 2017.

Mr. Wu Junhao , born in 1965, holds a master’s degree and is an economist. Currently, he is a non-executive director of the Company, the manager of the financial management department of Shenergy (Group) Company Limited, a director of China Pacific Insurance (Group) Co., Ltd., a director of China Pacific Life Insurance Co., Ltd., a director of China Pacific Property Insurance Co., Ltd., a director of Shanghai Jiulian Group Co., Ltd., a director of Shanghai ICY New Energy Venture Capital Investment Co., Ltd., a director of Chengdu Xinshen Venture Capital Co., Ltd., a supervisor of China Everbright Bank Company Limited, a supervisor of Shanghai ICY Capital Co., Ltd., the chairman of the supervisory committee of Shanghai Shenergy Lease Co., Ltd., and the chairman of the supervisory committee of Shanghai Shenergy ICY Equity Investment Co., Ltd. Mr. Wu served as the executive vice president of Shanghai New Resource Investment Consulting Co., Ltd. and the deputy general manager of Shanghai Pericom Investment Company. He also served as the deputy director of Shanghai Shenergy Asset Management Co., Ltd. from September 2003 to January 2006, and the deputy director, director and senior manager of the asset management department, and the vice president (in charge of affairs) of the financial management department in Shenergy (Group) Company Limited from February 2006 to April 2011. Mr. Wu has been serving as the manager of financial management department in Shenergy (Group) Company Limited since April 2011.

Mr. Chen Bin , born in 1981, holds a master’s degree. Currently, he is a non-executive director of the Company and the deputy general manager of Shanghai Haiyan Investment Management Company Limited (上海海煙投資管理有限公司). Mr. Chen served as an officer of investment management department of Shanghai Tobacco (Group) Company from July 2003 to January 2010, an assistant to section chief, section chief, and the assistant to director of investment management department of Shanghai Tobacco (Group) Company (now renamed as Shanghai Tobacco Group Co, Ltd.) from January 2010 to October 2016, and the assistant to general manager of Shanghai Haiyan Investment Management Company Limited from April 2014 to February 2017. Mr. Chen has been a non-executive director of Haitong Securities Co., Ltd. since October 2014 and the deputy general manager of Shanghai Haiyan Investment Management Company Limited since February 2017.

Mr. Li Xiang , born in 1971, holds a bachelor’s degree. Currently, he is a non-executive director of the Company, a member of CPC party committee and the deputy general manager of Shanghai United Media Group, the secretary of CPC party committee and a director of Shanghai Xinhua Publishing Group Limited, the secretary of CPC party committee and a director of Shanghai XinHua Media Co., Ltd., the executive director and legal representative of Shanghai Wenxin Economic Development Co., Ltd., a director of Shanghai Call Center Co., Ltd., a director of JieMian (Shanghai) Internet Technology Co., Ltd., a director of Shanghai Oriental Pearl Real Estate Co., Ltd., a director of Shanghai Shangbao Asset Management Co., Ltd., a director of Shanghai Morning Post Culture Media Co., Ltd., a director of Shanghai Read Information Technology Co., Ltd., a director of Shanghai Oriental Press Co., Ltd., a director of Shanghai Post Full-time Logistics Distribution Co., Ltd. (上海郵政全日送物流配送有限公司), and a director of Shanghai DonJie Advertising Media Co., Ltd. Mr. Li served as a journalist, a deputy director, and the director of the Column Division of the Economy Department of Shanghai Wen Hui Daily from July 1995 to January 2008, the deputy director and director of the economic management department of Wenhui-Xinmin United Press Group from January 2008 to October 2013, a director of Shanghai Wenxin Investment Co., Ltd. from May 2010 to January 2016, a director of

– 27 –

BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

ANNEX II

Shanghai Xinmin Media Co., Ltd. from February 2010 to January 2016, a director of Shanghai Wenhui-Xinmin Industrial Co., Ltd. from November 2010 to September 2016, a director of China Universal Asset Management Company Limited from April 2015 to November 2016, the director of the operation management office of Shanghai United Media Group from October 2013 to May 2017, and the secretary of CPC party committee and the president of Shanghai XinHua Media Co., Ltd. from June 2017 to October 2017. Mr. Li has been a member of CPC party committee and the deputy general manager of Shanghai United Media Group since November 2017.

Ms. Xia Jinghan (夏晶寒女士), born in 1969, a member of CPC party, holds a bachelor’s degree as well as a master’s degree in economics. Currently, she is the general counsel of Zhejiang Energy Group Co., Ltd., the secretary of CPC party committee and the chairman of Zheneng Capital Holdings Limited (浙能資本控股有限公司), the chairman of Zhejiang Zheneng Assets Operation and Management Co., Ltd. (浙江浙能資產經營管理有限公司), an executive director of Zheneng Equity Investment Fund Management Co., Ltd. (浙能股權投資基金管理有限公司) and the chairman of Zhejiang Zheneng Carbon Assets Management Co., Ltd. (浙江浙能碳資產管理有限公司). She was successively a member, a deputy section officer, a section officer, and the deputy head of the finance section of Zhejiang Provincial Development and Planning Commission from August 1990 to June 2003, a member of CPC party committee, the deputy general manager and secretary of the board of directors of Zhejiang Southeast Electric Power Company Limited (浙江東南發電股份有限公司) from June 2003 to September 2010, and the director of the strategic research and legal affairs department of Zhejiang Energy Group Co., Ltd. from February 2010 to December 2016. Ms. Xia has been serving as the general counsel of Zhejiang Energy Group Co., Ltd. since April 2014, and the secretary of CPC party committee and the chairman of Zheneng Capital Holdings Limited since November 2016.

Mr. Xu Jianguo , born in 1964, holds a master’s degree in accountancy. Currently, he is a non-executive director of the Company, the head of financial budget department of Shanghai Electric (Group) Corporation, Ltd., a director of Shanghai Highly (Group) Co., Ltd., a director of Shanghai Life Insurance Co., Ltd., a director of Shanghai Electric Group Finance LLC, a director of Haitong Securities Co., Ltd., and a director of Shanghai Micro Electronics Equipment Group Co., Ltd. Mr. Xu served in Shanghai Cable Works (上海電纜廠) from July 1984 to December 2001, served in Shanghai Electric (Group) Corporation from January 2002 to March 2004, and served as senior supervisor of the assets and finance department of Shanghai Electric Asset Management Co., Ltd. from April 2004 to September 2005, an assistant to the financial manager of the first management department of Shanghai Electric Assets Management Company Limited from September 2005 to August 2008, the chief financial officer of Shanghai Lida Heavy Industrial Manufacturing Co., Ltd from March 2006 to August 2008, the deputy head of the assets and finance department of Shanghai Electric Assets Management Company Limited from August 2008 to December 2009, as well as the deputy head of the financial budget department of Shanghai Electric (Group) Corporation form December 2009 to April 2013. Mr. Xu has been serving as the head of the financial budget department of Shanghai Electric (Group) Corporation since April 2013.

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BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

ANNEX II

CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Xu Guoxiang , born in 1960, is a CPC party member, a doctor and a professor. Currently, he is an independent non-executive director of the Company, a director of the Research Center for Applied Statistics of Shanghai University of Finance and Economics, a chair professor of the School of Statistics and Management of Shanghai University of Finance and Economics, an independent director of Baoding Tianwei Baobian Electric Co., Ltd., an independent director of China Enterprise Company Limited, an independent director of Luzhou Laojiao Co., Ltd., a supervisor of Dazhong Transportation (Group) Co., Ltd., and a supervisor of Shanghai Xintonglian Packaging Co., Ltd. Mr. Xu served as a lecturer of the Department of Management of Shanghai Maritime University, and a lecturer, associate professor, professor and the department head of the Department of Statistics of Shanghai University of Finance and Economics from January 1986 to May 2003. Mr. Xu has been the director of the Research Center for Applied Statistics of Shanghai University of Finance and Economics since June 2003.

Mr. Tao Xiuming , born in 1964, holds a doctorate in law and is a CPC party member. Currently, he is an independent non-executive director of the Company, a founding partner and the management committee director of Beijing JunZeJun Law Offices, an executive director of Beijing Houjian Investment Co., Ltd., and an independent director of Taikang Asset Management Co., Ltd. Mr. Tao served in the China Law Counsel Center from July 1989 to April 1992, and in the Institute of International Law of Chinese Academy of Social Sciences from April 1992 to December 1994. Mr. Tao has been a founding partner and the management committee director of Beijing JunZeJun Law Offices since July 1995.

Mr. Wei Anning , born in 1963, holds a doctorate. Currently, he is an independent non-executive director of the Company, the executive director and the general manager of Shanghai Guwang Investment Management Limited, an independent director of Hwabao WP Fund Management Co., Ltd., a director of Hangzhou United Rural Commercial Bank Co. Ltd., an independent director of DaChan Food (Asia) Limited, and a director of Xinjiang Tycoon Group Co., Ltd. and a director of Yantai Changyu Pioneer Wine Company Limited. Mr. Wei served as a lecturer of the Department of Economics and Statistics of Ningxia Broadcasting and Television University (Yinchuan) (寧夏廣播電視大學(銀川)), a director and assistant researcher of the Economic Development Office of the Economic Research Institute of Chinese Academy of Social Science, an agricultural economist of Agriculture and Natural Resources Bureau of World Bank. Mr. Wei served as a director and a director of agriculture, food, industry and commerce of Rabo bank in Northeastern Asia from February 1998 to January 2003, the executive vice president of New Hope Group from February 2003 to June 2006, the director of Chinese Business Development, CEO in China and president of Shanghai Branch of Fortis Bank Belgium from January 2007 to July 2010, and the chairman of Shandong Pacific Zhonghui Group from August 2010 to August 2012. Mr. Wei has been the executive director and the general manager of Shanghai Guwang Investment Management Limited since September 2010.

Mr. Xu Zhiming , born in 1961, holds a doctorate in economics. Currently, he is an independent non-executive director of the Company, a founding partner of China Broadband Capital. Mr. Xu served as a research analyst of Institute for International Studies in China International Trust and Investment Corporation, and the co-director of corporate finance department and co-director of capital market department of Nomura International (Hong Kong) Limited, a director and the director of investment banking division in the Great China Region of National Westminster Bank of Britain, a director and the director of corporate financing division in the Great China Region of Bank of Boston of the US from

– 29 –

BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

ANNEX II

December 1986 to August 1999, an executive director of China Resources Enterprise, Limited, an executive director of China Resources (Beijing) Land Limited, the managing director and chief operating officer of China Resources Logic Limited from August 1999 to December 2001, as well as a senior consultant of TOM Group Limited, and an executive director and chief operating officer of TOM Online Inc from January 2002 to May 2005. Mr. Xu has been a founding partner of China Broadband Capital since March 2006.

Mr. Jin Qinglu , born in 1972, CPC party member, holds a doctorate and is a professor. Currently, he is an independent non-executive director of the Company, the vice dean of the School of Accountancy, a vice dean of the Institute of Accounting and Finance, and the director of the Collaborative Innovation Center for Accounting Reform and Development of Shanghai University of Finance and Economics, and an independent director of Shanghai Emperor Of Cleaning Hi-tech Co., Ltd. Mr. Jin served as an assistant professor in the School of Accountancy of Shanghai University of Finance and Economics from June 2005 to June 2011, then a vice professor in the School of Accountancy of Shanghai University of Finance and Economics from July 2011 to June 2012. Mr. Jin has been a professor in the School of Accountancy of Shanghai University of Finance and Economics since July 2012, the vice dean of the School of Accountancy of Shanghai University of Finance and Economics since April 2015, and the director of the Collaborative Innovation Center for Accounting Reform and Development of Shanghai University of Finance and Economics since January 2016.

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BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES

ANNEX III

CANDIDATES FOR SUPERVISORS WHO ARE NOT APPOINTED FROM EMPLOYEE REPRESENTATIVES

Mr. Zhang Qian , born in 1974, a CPC party member, holds a master’s degree in business administration, and is an economist. Currently, he is a non-executive director of the Company, the deputy general manager of Shenergy (Group) Company Limited, the chairman of Shanghai Jiulian Group Co., Ltd., and the chairman of Shanghai Shenergy ICY Equity Investment Co., Ltd. Mr. Zhang joined Shenergy (Group) Company Limited in July 1996, he served as the deputy director and the director of the comprehensive management department of Shenergy (Group) Company Limited from January 2001 to October 2004, the deputy manager and the manager of the financial asset department of Shanghai Shenergy Asset Management Co., Ltd. from October 2004 to January 2006, the deputy head of the preparatory team of Shenergy Group Finance Co., Ltd. from January 2006 to February 2007, the deputy general manager of Shenergy Group Finance Co., Ltd. from February 2007 to August 2009, as well as the secretary of the CPC party branch and the general manager of Shenergy Group Finance Co., Ltd. from August 2009 to July 2016, during which period,Mr. Zhang has been serving as deputy general manager of Shenergy (Group) Company Limited since September 2015.

Ms. Huang Laifang , born in 1969, holds a master’s degree in business administration and is an economist. Currently, she is a non-executive director of the Company, the deputy general manager, the president of the labour union, and the curator of the Post Office Museum of the Shanghai Branch of China Post Group Corporation. Ms. Huang served as the chief of the accounting section of Baoshan District Post Bureau of Shanghai Post Company from July 2006 to January 2009, deputy director of Baoshan District Post Bureau of Shanghai Post Company from January 2009 to November 2010, director and the party committee secretary of Baoshan District Post Bureau of Shanghai Post Company from November 2010 to April 2013, the manager of sales department from April 2013 to July 2014, general manager of marketing department of Shanghai Post Company from July 2014 to May 2015, and general manager of marketing department of Shanghai Branch of China Post Group Corporation from May 2015 to February 2016. Ms. Huang has been serving as the vice general manager of the Shanghai branch of China Post Group since February 2016, and the president of the labour union and the curator of the Post Office Museum of the Shanghai branch of China Post Group since June 2016.

Ms. Tong Jie , born in 1968, holds a bachelor’s degree. Currently, she is the chief financial officer of Shanghai Jinqiao Export Processing Zone Development Co., Ltd. She served as the audit supervisor of China First Tractor Engineering Machinery Group Co., Ltd. (中國第一拖拉機工程機械集團有限公司) from December 1988 to December 2001, the internal audit supervisor, vice manager of the financial department, vice manager of the capital operation department, and manager of the financial department of Zhongbang Group Limited from December 2001 to December 2008, the senior audit manager of Xuhui Group Co., Ltd. from December 2008 to August 2009 and the external task supervisor of the Managing Centre of Director and Supervisor under the State-owned Assets Supervision and Administration Commission of Pudong New District of Shanghai (上海市浦東新區國資委董事監事管理中心) from August 2009 to May 2016. She has been the chief financial officer of Shanghai Jinqiao Export Processing Zone Development Co., Ltd. since May 2016.

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BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES

ANNEX III

Mr. Liu Wenbin , born in 1975, a CPC party member, holds a master’s degree in accountancy and is a senior accountant. Currently, he is a supervisor of the Company and the financial controller of China Great Wall Technology Group Co., Ltd. Mr. Liu served as the accountant, financial manager, financial department director, deputy chief accountant and the chief financial officer of the subsidiaries of Great Wall Information Industry Co., Ltd. from June 2000 to February 2017. Mr. Liu has been the chief financial officer of China Great Wall Technology Group Co., Ltd. since February 2017.

Mr. Yin Keding , born in 1964, a CPC party member, holds a bachelor’s degree and is a senior accountant. Currently, he is a supervisor of the Company, the chief accountant of Shanghai Construction Group Co., Ltd., and a director of Shanghai Pudong CCB Rural Bank Company Limited. Mr. Yin served as the financial director of the overseas business department of Shanghai Construction (Group) General Co., Ltd. from July 1987 to July 2001, the financial controller of HKC (Holdings) Limited from July 2001 to June 2004, the deputy director of the financial department of Shanghai Construction (Group) General from June 2004 to January 2005, the chief accountant of Shanghai Construction (Group) General south branch from January 2005 to January 2009, the chief accountant of Shanghai No.2 Construction Company Limited from January 2010 to October 2011, as well as the deputy chief accountant of Shanghai Construction Group Co., Ltd from October 2011 to December 2012. Mr. Yin has been the chief accountant of Shanghai Construction Group Co., Ltd. since December 2012, and a director of Shanghai Pudong CCB Rural Bank Company Limited since January 2014.

Mr. Wu Zhengkui , born in 1974, a CPC party member, holds a master’s degree and is an accountant. Currently, he is a supervisor of the Company, the deputy general manager of the financial department of Greenland Holding Group Company Limited, the executive deputy general manager of the auditing centre of Greenland Holding Group, a director of Shanghai Greenland Construction (Group) Co., Ltd., a director of Shanghai Yunfeng (Group) Co., Ltd., a supervisor of Greenland Financial Investment Holding Group Co., Ltd., the financial controller of Shanghai Xinhua Publishing Group Limited, a director of the Bank of Jinzhou Co., Ltd., and an executive director of Greenland Hong Kong Holdings Limited. Mr. Wu served as a staff of Jiangsu Tianneng Group from September 1998 to December 1999, an accountant of Kunshan Southern Chemical Plant from January 2000 to February 2001, and the manager of financial department of Shanghai Greenland Construction Engineering Co., Ltd. from January 2002 to December 2003. Mr. Wu has been the manager of financial department, the assistant to general manager, the deputy general manager of the financial department, and the executive deputy general manager of the auditing centre of Greenland Holding Group Company Limited since January 2004. He also has been a director of Shanghai Yunfeng (Group) Co., Ltd. since January 2008, a supervisor of Greenland Financial Investment Holding Group Co., Ltd. since June 2011, the financial controller of Shanghai Xinhua Publishing Group Limited since January 2007, and a director of the Bank of Jinzhou Co., Ltd. since October 2011.

– 32 –

ANNEX IV PROPOSED APPLICATION FOR CONDUCTION OF CROSS-BORDER BUSINESSES

Over the recent years, while upholding its development objective of “striving to become an internationally-renowned modern investment bank to provide customers with comprehensive and integrated financial services”, the Company has attained remarkable achievements including the listing of H shares, Moody’s international investment rating of Baa3, the qualifications to quote in the “Bond Connect”, and the qualifications and quotas of issuance of US dollar debts as approved by the NDRC. As a result, the Company has gradually increased the degree of internationalisation, steadily promoted its internationalisation strategy and continuously enhanced its international visibility.

Standing at the present moment, based on the qualifications and achievements the Company has attained, the Company has came to the conclusion that there will be still many challenges and opportunities ahead in the course of achieving the Company’s strategic development objective. Firstly, from the perspective of the its own development, with the promotion of its cross-border listing, debt issuance, establishment of cross-border branches and capital increase, the Company is facing rising demand for cross-border asset allocation and risk hedging in respect of its asset-liability allocation. Secondly, from the perspective of its agency services, customers’ demand for cross-border agency services provided by securities companies will continuously grow in light of the implementation of national strategies such as the “One Belt, One Road” initiatives, internationalization of Renminbi and conversion of capital items, as well as the interconnection of financial markets and cross-border exchanges in China and the implementation of QDII2 and other projects. Thirdly, from the perspective of orientation of regulatory policies, the Securities Association of China adjusted the rating index system for securities companies in 2017, which explicitly points out that bonus points may be awarded appropriately to securities companies with strong cross-border investment and customer service capabilities. In August 2017, the Opinion on Further Guiding and Regulating the Direction of Overseas Investment 《關於進一步引導和規範境外投資方向的指導意見》( ) was jointly issued by four ministries including the NDRC, the Ministry of Commerce and the People’s Bank of China, which sets out the “encouraged”, “restricted” and “prohibited” categories of overseas investments, serving as a comparably explicit regulatory policy guidance for securities companies to carry out their cross-border businesses. Fourthly, from the perspective of comparison with domestic peers, following the receipt by CITIC and Haitong Securities of the no-objection letter from the CSRC in relation to their cross-border proprietary investments, the CSRC issued the no-objection letter to Guotai Junan Securities and Huatai Securities at the beginning of 2018. Other large-sized domestic securities companies all attach great importance and respond proactively to the application for conduction of cross-border businesses. Fifthly, from the perspective of comparison with international peers, internationally renowned modern investment banks have proven capabilities of providing cross-border investment and customer services. Given that the Chinese government has made it clear that it will further open up the financial industry, domestic securities companies will encounter more challenges from international investment banks. Therefore, it will be difficult for domestic securities companies to stand out from the fierce competition and achieve remarkable results if they limit themselves to and focus only on the development of the domestic market.

In view of the foregoing, from the perspectives of its own development, provision of agency services, regulatory landscapes and comparison with domestic and international peers, it has become increasingly urgent for the Company to reach out by expanding into cross-border businesses, develop a thorough understanding of itself and its peers, enhance its own investment strength and improve customer service capability.

– 33 –

ANNEX IV PROPOSED APPLICATION FOR CONDUCTION OF CROSS-BORDER BUSINESSES

As a matter of fact, the Company has been attaching great importance to the international strategic layout of its cross-border businesses since its recognition of the necessity to conduct the same. As early as 2015, the Resolution in Relation to the Company’s Application for Conducting Overseas Proprietary Investment Business was considered and passed at the 16th meeting of the third session of the Board of the Company, and the Company also submitted relevant materials to the CSRC to apply for the qualifications of conducting overseas proprietary investment business in 2015. However, in view of the uncertainties in exchange rates, the CSRC exercised a high degree of caution in considering and approving securities companies to conduct the cross-border businesses. By the end of 2017, no new approval had been granted in respect of the qualifications for securities companies to conduct the cross-border businesses. In 2017, the exchange rate of Renminbi against the U.S. dollar rose unexpectedly by 6.3% with China’s foreign exchange reserves amounting for more than 10 consecutive months, representing a significant improvement in the Renminbi exchange rate. At the beginning of 2018, the CSRC newly approved the qualifications of Guotai Junan Securities and Huatai Securities to conduct the cross-border businesses. Besides, the two securities companies have also been permitted to conduct the cross-border agency businesses.

Therefore, the Company believes that there will be a new round of regulatory approval of applications made by securities companies to conduct the cross-border business. As such, the Company intends to apply for conduction of cross-border agency businesses on top of its application for conducting the overseas proprietary business in 2015. The following matters are hereby submitted to the Extraordinary General Meeting for consideration:

To approve the Company to apply to the CSRC for the qualifications to conduct the following cross-border businesses in accordance with regulatory approval and based on its business development demand, to carry out relevant business after obtaining such qualifications, and to authorise the Company’s management to handle relevant formalities:
(1) To use its proprietary capital to participate in the trading of financial products on overseas exchanges, and to invest in overseas financial products or tools that are allowed by other qualified domestic institutional investors;
(2) To sign the OTC Derivatives Master Transaction Agreement and its supplemental agreements (including ISDA, CSA, NAFMII and SAC) with domestic and overseas counterparties so as to participate in OTC financial product transactions and provide corresponding financial products and trading services to customers.
After the qualifications of the aforesaid cross-border businesses have been obtained, to authorise the Company’s management to amend the Articles of Association in accordance with the requirements of relevant regulatory authorities where a change in the Articles of Association is required, and to handle relevant matters regarding changes in its Articles of Association, business registration and business license;
To authorise the Company’s management to establish management organs in accordance with regulatory requirements and based on its business development demand, and organise the formulation of and amendments to relevant business systems.

– 34 –

AI assistant

DFZQ Proxy Solicitation & Information Statement 2018

50931_rns_2018-01-26_bd6c0791-8082-44e7-9d01-9f6143160abe.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ELECTION OF THE BOARD ELECTION OF THE SUPERVISORY COMMITTEE PROPOSED APPLICATION FOR CONDUCTION OF CROSS-BORDER BUSINESSES

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

DEFINITIONS

DEFINITIONS

(Stock Code: 03958)

INTRODUCTION

SPECIAL RESOLUTION

I. Proposed Amendments to the Articles of Association

ORDINARY RESOLUTIONS

I. Election of the Board

LETTER FROM THE BOARD

II. Election of the Supervisory Committee

LETTER FROM THE BOARD

III. Proposed Application for Conduction of Cross-border Businesses

EXTRAORDINARY GENERAL MEETING

HONG KONG LISTING RULES REQUIREMENT

RESPONSIBILITY STATEMENT

RECOMMENDATION

ADDITIONAL INFORMATION

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

ORDINARY RESOLUTIONS

NOTICE OF EXTRAORDINARY GENERAL MEETING

2. Proxy

3.

Registration procedures for attending the Extraordinary General Meeting

4.

Voting by poll

5. Miscellaneous

NOTICE OF EXTRAORDINARY GENERAL MEETING

Original article

CANDIDATES FOR EXECUTIVE DIRECTORS

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

CANDIDATES FOR SUPERVISORS WHO ARE NOT APPOINTED FROM EMPLOYEE REPRESENTATIVES

AI assistant

DFZQ — Proxy Solicitation & Information Statement 2018

50931_rns_2018-01-26_bd6c0791-8082-44e7-9d01-9f6143160abe.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ELECTION OF THE BOARD ELECTION OF THE SUPERVISORY COMMITTEE PROPOSED APPLICATION FOR CONDUCTION OF CROSS-BORDER BUSINESSES

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

DEFINITIONS

DEFINITIONS

(Stock Code: 03958)

INTRODUCTION

SPECIAL RESOLUTION

I. Proposed Amendments to the Articles of Association

ORDINARY RESOLUTIONS

I. Election of the Board

LETTER FROM THE BOARD

II. Election of the Supervisory Committee

LETTER FROM THE BOARD

III. Proposed Application for Conduction of Cross-border Businesses

EXTRAORDINARY GENERAL MEETING

HONG KONG LISTING RULES REQUIREMENT

RESPONSIBILITY STATEMENT

RECOMMENDATION

ADDITIONAL INFORMATION

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

ORDINARY RESOLUTIONS

NOTICE OF EXTRAORDINARY GENERAL MEETING

2. Proxy

3.

Registration procedures for attending the Extraordinary General Meeting

4.

Voting by poll

5. Miscellaneous

NOTICE OF EXTRAORDINARY GENERAL MEETING

Original article

CANDIDATES FOR EXECUTIVE DIRECTORS

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

CANDIDATES FOR SUPERVISORS WHO ARE NOT APPOINTED FROM EMPLOYEE REPRESENTATIVES

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DFZQ Proxy Solicitation & Information Statement 2018