DFZQ - Proxy Solicitation & Information Statement 2020

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 to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

(Stock Code: 03958)

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY PROPOSED AMENDMENTS TO THE INDEPENDENT DIRECTOR SYSTEM OF THE COMPANY

PROPOSED AMENDMENTS TO CERTAIN ARTICLES OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS OF THE COMPANY PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF THE COMPANY PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE OF THE COMPANY

AND

NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the PRC on Tuesday, December 8, 2020 at 2:00 p.m. is set out on pages EGM-1 to EGM-3 of this circular.

The form of proxy for the EGM has been distributed on Thursday, November 12, 2020 and has 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, December 7, 2020), 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.

November 12, 2020

TABLE OF CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1
ANNEX I – BIOGRAPHICAL DETAILS OF CANDIDATES OF
INDEPENDENT NON-EXECUTIVE DIRECTORS. . . . . . . . . . . . . . . . . .	I-1
ANNEX II – TABLE OF COMPARISON OF THE INDEPENDENT DIRECTOR
SYSTEM OF THE COMPANY BEFORE AND
AFTER AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
ANNEX III – TABLE OF COMPARISON OF THE ARTICLES OF
ASSOCIATION BEFORE AND AFTER AMENDMENTS. . . . . . . . . . . . .	III-1
ANNEX IV – TABLE OF COMPARISON OF THE RULES OF PROCEDURE
FOR THE GENERAL MEETINGS BEFORE AND
AFTER AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
ANNEX V – TABLE OF COMPARISON OF THE RULES OF PROCEDURE
FOR THE BOARD OF DIRECTORS BEFORE AND
AFTER AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1
ANNEX VI – TABLE OF COMPARISON OF THE RULES OF PROCEDURE
FOR THE SUPERVISORY COMMITTEE BEFORE AND
AFTER AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VI-1

– i –

DEFINITIONS

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

“A Share(s)” the domestic share(s) of the Company with a nominal value of RMB1 each, which are listed for trading on the Shanghai Stock Exchange
“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 of Directors” or the board of directors of the Company “Board”
“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 Shanghai Stock Exchange under the stock code of 600958
“Company Law” the Company Law of the People’s Republic of China (《中華人民共和國公司法》)
“CSRC” the China Securities Regulatory Commission “Director(s)” the director(s) of the Company “EGM” the 2020 second extraordinary general meeting to be held at Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the PRC on Tuesday, December 8, 2020 at 2:00 p.m. or any adjournment thereof (as the case may be)
“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 “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 The Stock Exchange of Hong Kong Limited Exchange”

– 1 –

DEFINITIONS

“Latest Practicable Date” November 9, 2020, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication “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
“Securities Law” the Securities Law of the People’s Republic of China (《中華人民共和國證券法》)
“Shareholder(s)” the shareholder(s) of the Company, including holder(s) of H Shares and holder(s) of A Shares
“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 Director:

Mr. JIN Wenzhong (Acting as Chairman, President)

Non-executive Directors:

Mr. LIU Wei Mr. WU Junhao Mr. ZHOU Donghui Mr. LI Xiang Ms. XIA Jinghan Mr. XU Jianguo Mr. CHEN Xiaobo (employee representative director)

Registered office: Orient Securities Building No. 119 South Zhongshan Road Huangpu District, Shanghai PRC

Principal place of business in Hong Kong: 28-29/F No. 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

November 12, 2020

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 EGM-1 to EGM-3 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, ordinary resolutions will be proposed to consider and approve the resolutions in relation to (i) the proposed appointment of Independent Non-executive Directors of the Company, and (ii) the proposed amendments to the Independent Director System of the Company; special resolutions will be proposed to consider and approve the resolutions in relation to (i) the proposed amendments to certain articles of the Articles of Association of the Company, (ii) the proposed amendments to the Rules of Procedure for the General Meetings of the Company, (iii) the proposed amendments to the Rules of Procedure for the Board of Directors of the Company, and (iv) the proposed amendments to the Rules of Procedure for the Supervisory Committee of the Company.

– 3 –

LETTER FROM THE BOARD

ORDINARY RESOLUTIONS

I. Proposed Appointment of Independent Non-Executive Directors

References are made to the announcements of the Company dated August 14, 2020 and October 29, 2020 in relation to the resignations of independent non-executive Directors and the announcement of the Company dated October 29, 2020 in relation to the proposed appointment of independent non-executive directors.

In order to ensure normal operations of the Board, the Board has considered and agreed to nominate Mr. Wu Hong, Mr. Feng Xingdong and Mr. He Xuan as the candidates of independent non-executive Directors of the fourth session of the Board, which has been considered and approved by Shanghai Stock Exchange and will be proposed to be considered at the shareholders’ general meeting. The three candidates of independent non-executive Directors shall assume office on the date of approval at the shareholders’ general meeting with their tenure ending on the date of expiration of tenure of the fourth session of the Board.

For details of biographies of three candidates of independent non-executive Directors, please refer to Annex I of this circular. As at the Latest Practicable Date and to the best of the Board’s knowledge, during the past three years, three candidates of independent non-executive Directors have not held any directorship in any public company whose securities are listed on any securities market in Hong Kong or overseas. As at the date of this circular, three candidates of independent non-executive Directors are not connected with any other Directors, Supervisors, senior management, substantial Shareholders, controlling Shareholders of the Company and their respective subsidiaries nor do they hold any position with the Company or any of its subsidiaries. As at the date of this circular, the three candidates of independent non-executive Directors have no interest in the shares of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Save as disclosed in this circular, there is no information that needs to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules, nor is there anything that needs to be brought to the attention of Shareholders in relation to the appointments of three candidates of independent non-executive Directors. Three candidates of independent non-executive Directors have never been subject to any punishment by the CSRC or other related authorities or any sanction by stock exchanges.

As at the Latest Practicable Date, the Company has not entered into any service contract with three candidates of independent non-executive Directors. The remuneration of Mr. Wu Hong, Mr. Feng Xingdong and Mr. He Xuan during their terms of office as independent non-executive Directors will be determined in accordance with the resolution in relation to the Adjustment of Remuneration of the Independent Directors of the Company.

As at the Latest Practicable Date and to the best of the Board’s knowledge, the Board is of the view that each of the candidates of independent non-executive Directors meets the independence guidelines set out in Rule 3.13 of the Hong Kong Listing Rules and is independent pursuant to the terms thereof.

The aforesaid resolutions were considered and approved by the Board on October 29, 2020 and is hereby proposed at the EGM for consideration and approval by way of ordinary resolutions. In accordance with the Articles of Association and the provisions of the relevant laws and regulations of the PRC, the resolutions in relation to the proposed appointments of independent non-executive Directors shall become effective upon consideration and approval at the shareholders’ general meeting of the Company.

– 4 –

LETTER FROM THE BOARD

II. Proposed Amendments to the Independent Director System of the Company

In order to further improve the corporate governance of the Company, in accordance with the Guidelines on Articles of Association of Listed Companies (amended in 2019), and based on the actual conditions of the operation and management of the Company, the Company proposed to amend the independent director system of the Company (the “ Independent Director System ”). For details, please refer to Annex II of this circular.

The aforesaid resolution was considered and approved by the Board on October 29, 2020 and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution. The amendments above to the Independent Director System shall become effective upon consideration and approval at the shareholders’ general meeting of the Company.

SPECIAL RESOLUTIONS

III. Proposed Amendments to the Articles of Association of the Company

Reference is made to the announcement of the Company dated October 29, 2020 in relation to the amendments to the articles of association of the Company (the “ Articles of Association ”).

In order to further improve the corporate governance of the Company, in accordance with the latest laws, regulations, rules and regulatory documents, and based on the actual conditions of the operation and management of the Company, the Company proposed to amend the Articles of Association. For details, please refer to Annex III of this circular.

The aforesaid resolution was considered and approved by the Board on October 29, 2020 and is hereby proposed at the EGM for consideration and approval by way of a special resolution. The amendments above to the Articles of Association shall become effective upon consideration and approval at the shareholders’ general meeting of the Company.

IV. Proposed Amendments to the Rules of Procedure for the General Meetings of the Company

Reference is made to the announcement of the Company published on October 29, 2020 in relation to the amendments to the rules of procedure for the general meetings (the “ Rules of Procedure for the General Meetings ”).

In order to further improve the corporate governance of the Company, in accordance with the latest laws, regulations, rules and regulatory documents, and based on the actual conditions of the operation and management of the Company, the Company proposed to amend the Rules of Procedure for the General Meetings. For details, please refer to Annex IV of this circular.

The aforesaid resolution was considered and approved by the Board on October 29, 2020 and is hereby proposed at the EGM for consideration and approval by way of a special resolution. The amendments above to the Rules of Procedure for the General Meetings shall become effective upon consideration and approval at the shareholders’ general meeting of the Company.

– 5 –

LETTER FROM THE BOARD

V. Proposed Amendments to the Rules of Procedure for the Board of Directors of the Company

Reference is made to the announcement of the Company published on October 29, 2020 in relation to the amendments to the rules of procedure for the board of directors of the Company (the “ Rules of Procedure for the Board of Directors ”).

In order to further improve the corporate governance of the Company, in accordance with the latest laws, regulations, rules and regulatory documents, and based on the actual conditions of the operation and management of the Company, the Company proposed to amend the Rules of Procedure for the Board of Directors. For details, please refer to Annex V of this circular.

The aforesaid resolution was considered and approved by the Board on October 29, 2020 and is hereby proposed at the EGM for consideration and approval by way of a special resolution. The amendments above to the Rules of Procedure for the Board of Directors shall become effective upon consideration and approval at the shareholders’ general meeting of the Company.

VI. Proposed Amendments to the Rules of Procedure for the Supervisory Committee of the Company

Reference is made to the announcement of the Company published on October 29, 2020 in relation to the amendments to the rules of procedure for the supervisory committee of the Company (the “ Rules of Procedure for the Supervisory Committee ”).

In order to further improve the corporate governance of the Company, in accordance with the latest laws, regulations, rules and regulatory documents, and based on the actual conditions of the operation and management of the Company, the Company proposed to amend the Rules of Procedure for the Supervisory Committee. For details, please refer to Annex VI of this circular.

The aforesaid resolution was considered and approved by the Board on October 29, 2020 and is hereby proposed at the EGM for consideration and approval by way of a special resolution. The amendments above to the Rules of Procedure for the Supervisory Committee shall become effective upon consideration and approval at the shareholders’ general meeting of the Company.

EGM

The EGM will be held at Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the PRC on Tuesday, December 8, 2020 at 2:00 p.m. The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular.

The register of members of H Shares of the Company will be closed from Tuesday, December 1, 2020 to Tuesday, December 8, 2020 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of H Shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as Shareholders on the register of members of H Shares of the Company before 4:30 p.m. on Monday, November 30, 2020 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 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 Monday, November 30, 2020.

– 6 –

LETTER FROM THE BOARD

The form of proxy for the EGM has been distributed on Thursday, November 12, 2020 and has also been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company’s website (www.dfzq.com.cn). 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 EGM (i.e. before 2:00 p.m. on Monday, December 7, 2020). 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 general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all proposed resolutions at the EGM will be taken by way of a poll.

As at the Latest Practicable Date, to the best knowledge of the Directors, 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.

RECOMMENDATION

The Directors consider that the proposed resolutions are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders to vote in favour of the resolutions in the notice of the EGM as annexed to this circular at the EGM.

ADDITIONAL INFORMATION

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

Yours faithfully, By order of the Board JIN Wenzhong Executive Director

– 7 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

(Stock Code: 03958)

NOTICE OF 2020 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 second 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, 15/F, No. 119 South Zhongshan Road, Shanghai, the People’s Republic of China (the “ PRC ”) on Tuesday, December 8, 2020 at 2:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

To consider and approve the resolution in relation to the appointments of Independent Non-executive Directors of the Company, including:
1.01 to consider and approve Mr. Wu Hong as the Independent Non-executive Director of the Company;
1.02 to consider and approve Mr. Feng Xingdong as the Independent Non-executive Director of the Company; and
1.03 to consider and approve Mr. He Xuan as the Independent Non-executive Director of the Company.
To consider and approve the resolution in relation to the amendments to the Independent Director System of the Company.

SPECIAL RESOLUTIONS

To consider and approve the resolution in relation to the amendments to certain articles of the Articles of Association of the Company.
To consider and approve the resolution in relation to the amendments to the Rules of Procedure for the General Meetings of the Company.

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

To consider and approve the resolution in relation to the amendments to the Rules of Procedure for the Board of Directors of the Company.
To consider and approve the resolution in relation to the amendments to the Rules of Procedure for the Supervisory Committee of the Company.

By order of the Board JIN Wenzhong Executive Director

Shanghai, PRC November 12, 2020

Notes:

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

In order to attend the 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 Monday, November 30, 2020.

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 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 (before 2:00 p.m. on Monday, December 7, 2020).

3. Registration procedures for attending the Extraordinary General Meeting

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.

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.

– EGM-2 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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. Meanwhile, for prevention and control of COVID-19, and to ensure the safety of participants, the shareholders and shareholder proxies who wish to attend must pay attention to and strictly abide by the regulations and requirements of the epidemic prevention and control in Shanghai. The Company will strictly comply with the epidemic prevention and control requirements and take appropriate measures for the on-site shareholders under the guidance and supervision of relevant government departments. Shareholders or shareholder proxies who have symptoms such as fever or do not comply with the requirements of epidemic prevention and control measures will not be able to enter the site of the Extraordinary General Meeting.
(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:

Orient Securities Building No. 119 South Zhongshan Road Huangpu District, Shanghai The People’s Republic of China

Contact office: Office of the Board Telephone No.: 86 (21) 63326373 Facsimile No.: 86 (21) 63326010 Contact Person: Mr. DENG Haipeng

(4) For details of resolutions submitted at the Extraordinary General Meeting for consideration and approval, please refer to the circular of the Company dated November 12, 2020 regarding the Extraordinary General Meeting.

As at the date of this notice, the Board of Directors comprises Mr. JIN Wenzhong as executive Director; Mr. LIU Wei, Mr. WU Junhao, Mr. ZHOU Donghui, Mr. LI Xiang, Ms. XIA Jinghan, Mr. XU Jianguo and Mr. CHEN Xiaobo 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.

– EGM-3 –

BIOGRAPHICAL DETAILS OF CANDIDATES OF INDEPENDENT NON‑EXECUTIVE DIRECTORS

ANNEX I

BIOGRAPHICAL DETAILS OF CANDIDATES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Wu Hong , born in 1956, holds a doctorate degree. He current serves as a professor and a doctoral supervisor of East China University of Political Science and Law, an independent director and a member of risk management committee and audit committee of Shanghai Pudong Development Bank (subject to approval by the China Banking and Insurance Regulatory Commission on his qualification), and an independent director of Zhejiang Tailong Commercial Bank. He used to serve as the dean of School of Economic Laws of East China University of Political Science and Law, the vice president of China Banking Law Society, a member of China Commercial Law Society, the president of Finance Law Committee under the Shanghai Law Society, the vice president of Shanghai International Commercial Law Society, a member of the Proposition Committee of the Chinese National Judicial Examination, a legislative consultation expert of the Standing Committee of Shanghai Municipal People’s Congress and a member of the Shanghai Consumer Council.

Mr. Feng Xingdong , born in 1977, holds a doctorate degree. He currently serves as the dean of School of Statistics and Management of Shanghai University of Finance and Economics. He works in School of Statistics and Management of Shanghai University of Finance and Economics since 2011, and serves as a professor and doctoral supervisor of School of Statistics and Management of Shanghai University of Finance and Economics since 2015 and the dean of School of Statistics and Management of Shanghai University of Finance and Economics since November 2019.

Mr. He Xuan , born in 1982, holds a master’s degree. He currently serves as the executive vice president of Securities Association of Guizhou and the chairman of U-shine Fund Management Co., Ltd., and concurrently serves as a director of Shanghai University of Finance and Economics, the vice president of the Alumni Association of School of Economics and vice president of the Guizhou Alumni Association of Shanghai University of Finance and Economics, a member of the Expert Advisory Committee for Listing of Enterprises in Guizhou Province and other public service appointments. He also concurrently served as a director of the second session of the board of directors of ZTF Securities Co., Ltd. from September 2016 to September 2019.

– I-1 –

TABLE OF COMPARISON OF THE INDEPENDENT DIRECTOR SYSTEM OF THE COMPANY BEFORE AND AFTER AMENDMENTS

ANNEX II

THE INDEPENDENT DIRECTOR SYSTEM OF THE COMPANY BEFORE AND AFTER AMENDMENTS

Before amendments	Before amendments	After amendments	After amendments	Basis of amendments
Article 7Nomination, election and change of independent directors shall follow the procedures set out below: ⋯⋯ (vi) an independent director falling to attend the meeting of the board of directors forthree consecutive times in person shall be subject to replacement as so proposed by the board of directors to the general meeting . Save for the aforesaid circumstances and the circumstances under which a person may not serve as the Company’s director pursuant to the Company Law, an independent director shall not be dismissed without proper reason prior to the maturity of his/her term. In case of an independent director being dismissed before expiry of his/ her term, the Company shall specifically disclose the dismissal. If the independent director being dismissed believes that his/her dismissal is unreasonable, he/she may make a public announcement. ⋯⋯		Article 7Nomination, election and change of independent directors shall follow the procedures set out below: ⋯⋯ (vi) an independent director falling to attend the meeting of the board of directors either in personor by proxy fortwo consecutive timesshall be deemed as incapable of performing his/her duties and the board of directors shall suggest that the general meeting replace the said director . Save for the aforesaid circumstances and the circumstances under which a person may not serve as the Company’s director pursuant to the Company Law, an independent director shall not be dismissed without proper reason prior to the maturity of his/her term. In case of an independent director being dismissed before expiry of his/ her term, the Company shall specifically disclose the dismissal. If the independent director being dismissed believes that his/her dismissal is unreasonable, he/she may make a public announcement. ⋯⋯		Article 99 of the G u i d e l i n e s o n t h e A r t i c l e s o f Association of Listed Companies
	proposed by the board of directors to the
	general meeting . Save for the aforesaid circumstances and the circumstances under which a person may not serve as the Company’s director pursuant to the Company Law, an independent director shall not be dismissed without proper reason prior to the maturity of his/her term. In case of an independent director being dismissed before expiry of his/ her term, the Company shall specifically disclose the dismissal. If the independent director being dismissed believes that his/her dismissal is unreasonable, he/she may make a public announcement.		and the board of directors shall suggest
			that the general meeting replace the
			said director . Save for the aforesaid circumstances and the circumstances under which a person may not serve as the Company’s director pursuant to the Company Law, an independent director shall not be dismissed without proper reason prior to the maturity of his/her term. In case of an independent director being dismissed before expiry of his/ her term, the Company shall specifically disclose the dismissal. If the independent director being dismissed believes that his/her dismissal is unreasonable, he/she may make a public announcement.
Article 22The System is formulated by the board of directors and shall take effect upon approval at the general meeting of the Companyand listing of the overseas listed foreign shares (H shares) issued by the Company on the Hong Kong Stock Exchange . Commencing from the date on which the System comes into effect, the original Independent Director System of Orient Securities Company Limited shall automatically become invalid.		Article 22The System is formulated by the board of directors and shall take effect upon approval at the general meeting of the Company. Commencing from the date on which the System comes into effect, the original Independent Director System of Orient Securities Company Limited shall automatically become invalid.		T h e a c t u a l situation of the Company

– II-1 –

ANNEX III TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

Original article	To be amended as	Basis
Article 1In order to safeguard the legitimate rights and interests of ORIENT SECURITIES COMPANY LIMITED (hereinafter referred to as the “Company”), its shareholders and creditors thereof, to regulate the organization and acts of the Company, the Articles of Association is formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for Governance of Securities Companies, the Guidelines for the Articles of Association of Listed Companies, the Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies (《國務院關於股份有限公司境外募集股份及上市的特別規定》) (hereinafter referred to as the “Special Provisions”), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (《到境外上市公司章程必備條款》), the Letter of Opinions on Supplements and Amendment to these Articles of Association of Companies Listed in Hong Kong (《關於到香港上市公司對公司章程作補充修改的意見的函》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合交易所有限公司證券上市規則》) (hereinafter referred to as the “Hong Kong Listing Rules”), and other relevant provisions.	Article 1In order to safeguard the legitimate rights and interests of ORIENT SECURITIES COMPANY LIMITED (hereinafter referred to as the “Company”), its shareholders and creditors thereof, to regulate the organization and acts of the Company, the Articles of Association is formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for Governance of Securities Companies, the Guidelines for the Articles of Association of Listed Companies, the Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies (《國務院關於股份有限公司境外募集股份及上市的特別規定》) (hereinafter referred to as the “Special Provisions”),the Reply of the State Council on the Adjustment of the Notice Period of the	T h e c o n t e n t o f t h e A r t i c l e s o f Association involves such reply
	General Meetings and Other Matters Applicable
	to Overseas Listed Companies (《國務院關
	於調整適用在境外上市公司召開股東
	大會通知期限等事項規定的批覆》), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (《到境外上市公司章程必備條款》), the Letter of Opinions on Supplements and Amendment to these Articles of Association of Companies Listed in Hong Kong (《關於到香港上市公司對公司章程作補充修改的意見的函》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合交易所有限公司證券上市規則》) (hereinafter referred to as the “Hong Kong Listing Rules”), and other relevant provisions.

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article To be amended as Basis Article 15 Within the scope permitted by laws Article 15 Within the scope permitted by laws A m e n d b a s e d o n and regulations, the Company may invest in and regulations, the Company may invest in other actual situation of the other limited liability companies or joint-stock limited liability companies, joint-stock limited Company limited companies, and is accountable to such companies or other entities, and shall assume investees subject to the capital commitment responsibilities subject to the capital commitment of the Company. The Company can establish of the Company. The Company can establish wholly-owned subsidiaries or set up subsidiaries wholly-owned subsidiaries or set up subsidiaries with other investors through joint contributions. with other investors through joint contributions. ⋯⋯ ⋯⋯ Article 29 After repurchasing its shares Article 29 After repurchasing its shares Amend based on the according to the aforesaid provisions, where it is according to the aforesaid provisions, where it is change of national in the circumstance stated in Clause (1) in Article in the circumstance stated in Clause (1) in Article authorities 26 of the Articles of Association, the Company 26 of the Articles of Association, the Company shall cancel such shares within ten days from shall cancel such shares within ten days from the date of repurchase; where it is in the the date of repurchase; where it is in the circumstances stated in Clause (2) or Clause (4), circumstances stated in Clause (2) or Clause (4), the Company shall transfer or cancel such shares the Company shall transfer or cancel such shares within six months; in case of circumstances set within six months; in case of circumstances set out in clauses (3), (5) and (6), the total shares out in clauses (3), (5) and (6), the total shares held by the Company shall not exceed 10% of held by the Company shall not exceed 10% of the total shares issued by the Company, and such the total shares issued by the Company, and such shares shall be transferred or cancelled within 3 shares shall be transferred or cancelled within 3 years. Where the registered capital is changed, years. Where the registered capital is changed, the Company shall register the change of the the Company shall register the change of the registered capital with the State Administration registered capital with the company registration for Industry & Commerce. The total par value of authority. The total par value of the cancelled the cancelled shares shall be reduced accordingly shares shall be reduced accordingly from the from the registered capital of the Company. registered capital of the Company.

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article	To be amended as	Basis
Article 35The shares of the Company held by the promoters shall not be transferred within one year after incorporation of the Company. Domestic shares issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the Shanghai Stock Exchange. ⋯⋯	Article 35The shares of the Company held by the promoters shall not be transferred within one year after incorporation of the Company. Domestic shares issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the Shanghai Stock Exchange. The transfer of the Company’s shares held by	Amend according to Article 36 of the new Securities Law
	shareholders holding more than 5% of shares of
	the Company, the actual controller, directors,
	supervisors and senior management members,
	as well as other shareholders holding shares
	offered by the Company prior to the initial public
	offering or shares offered by the Company to
	specific investors shall not violate any laws,
	administrative regulations, and the provisions
	issued by the securities regulatory authority of
	the State Council on the holding period, time
	of disposal, number of shares sold, method of
	disposal and information disclosure, and shall
	comply with the business rules of the stock
	exchange. ⋯⋯

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article To be amended as Basis Article 36 If the Directors, Supervisors, senior Article 36 If the Directors, Supervisors, senior Amend according to management of the Company and shareholders management of the Company and shareholders Article 44 of the new holding more than 5% of the shares of the holding more than 5% of the shares of the Securities Law Company sell shares within 6 months after Company sell shares or other securities of equity buying the same or buy shares within 6 months nature within 6 months after buying the same or after selling the same, the gains arising therefrom buy shares or other securities of equity nature shall belong to the Company and the Board of within 6 months after selling the same, the gains Directors of the Company will recover the said arising therefrom shall belong to the Company gains. However, the 6-month restriction shall and the Board of Directors of the Company will not apply to a securities firm which holds 5% or recover the said gains. However, the restriction more of the Company’s shares as a result of its shall not apply to a securities firm which holds underwriting of the untaken shares in an offer. 5% or more of the Company’s shares as a result of its purchasing of the untaken shares in an offer and other circumstances stipulated by the securities regulatory authority under the State Council. The shares or other securities of equity nature held by any Director, Supervisor, senior management or individual shareholder referred to in the preceding paragraph include the shares or other securities of equity nature held by their spouses, parents and children, and any of the above which is indirectly held in others’ accounts.

Where the Board of Directors of the Company Where the Board of Directors of the Company does not comply with the provision of the does not comply with the provision of the first preceding paragraph, the shareholders are entitled paragraph, the shareholders are entitled to to request the Board of Directors to do so within request the Board of Directors to do so within 30 30 days. Where the Board of Directors does not days. Where the Board of Directors does not do do so within the said period, the shareholders are so within the said period, the shareholders are entitled to commence litigations in the people’s entitled to commence litigations in the people’s court in their own names for the interests of the court in their own names for the interests of the Company. Company.

Where the Board of Directors of the Company Where the Board of Directors of the Company does not enforce the provision of the first does not enforce the provision of the first paragraph of this Article, the accountable paragraph of this Article, the accountable directors shall assume joint and several directors shall assume joint and several responsibilities in accordance with the laws. responsibilities in accordance with the laws.

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article	Original article	To be amended as	Basis
Article 59Holders of the ordinary shares of the Company shall be entitled to the following rights: ⋯⋯ (h) a copy of the latest annual inspection report filed with theState Administration for Industry & Commerce or other competent authorities; ⋯⋯		Article 59Holders of the ordinary shares of the Company shall be entitled to the following rights: ⋯⋯ (h) a copy of the latest annual inspection report filed with thecompany registration authority or other competent authorities; ⋯⋯	S a m e r e a s o n a s Article 29
		Article 65When the issued shares with voting rights of the Company as held by an investor through securities trading on the stock exchange or jointly with others through agreements or other arrangements reach 5% of the total number of shares of the Company, the investor shall, within 3 days after the event occurs, submit a written report to the securities regulatory authorities of the State Council and the stock exchange, notify the Company and make an announcement thereon. The investor shall not trade in the Company’s shares within the aforesaid period, unless under any circumstance prescribed by the securities regulatory authorities of the State Council. After the issued shares with voting rights of the Company as held by an investor or jointly with others through agreements or other arrangements reach 5% of the total number of shares of the Company, the investor shall, according to the provisions of the preceding paragraph, make a report and announcement each time when the proportion of issued shares with voting rights of the Company held by such investor increases or decreases by 5%. From the day when the event occurs to the end of 3 days after the announcement is made, the investor shall not trade in the Company’s Shares, unless under any circumstance prescribed by the securities regulatory authorities of the State Council.	N e w l y a d d e d according to Article 6 3 o f t h e n e w Securities Law

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

	Original article	To be amended as	To be amended as	Basis
		After the issued shares with voting rights of the Company as held by an investor or jointly with others through agreements or other arrangements reach 5% of the total number of shares of the Company, each time when the proportion of issued shares with voting rights of the Company held by such investor increases or decreases by 1%, the investor shall notify the Company and make an announcement thereon on the next day after the event occurs. Whoever purchases the shares with voting rights of the Company in violation of paragraph 1 or 2 shall not exercise the voting rights of the shares that exceed the prescribed proportion within 36 months after purchasing such shares.
Article 69The Company shall not provide guarantee for its shareholders, de facto controller or its related parties. The Company shall comply with relevant provisions regarding guarantee for any external party by any securities firm or listed company.⋯⋯	The Company shall not provide	Article 70 any finance o	The Company shall not provide	Amend according to Article 123 of the new Securities Law
	its shareholders, de facto controller		r guarantee for the shareholders or
		related parties of the shareholders, except for
		margin financing and securities lending provided
		by the Company to customers according to
		relevant provisions. The Company shall comply with relevant provisions regarding guarantee for any external party by any securities firm or listed company.⋯⋯

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article	To be amended as	Basis
Article 105⋯⋯ The soliciting of voting rights can be carried out by the Board of Directors, independent Directors, and shareholders who satisfy relevant requirements. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders’voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting voting rights.	Article 106⋯⋯ The Board, independent directors, shareholders	Amend according to Article 90 of the new Securities Law
	holding more than 1% of voting shares, or
	investor protection institutions established
	according to laws, administrative regulations
	or provisions of the securities regulatory
	authorities of the State Council may, as the
	soliciting parties, personally or authorize a
	securities company or securities service agency
	to publicly request the Company’s shareholders
	to authorize them to attend the shareholders’
	general meeting and exercise the shareholders’
	rights such as right of making motions and voting
	rights on behalf of such shareholders, and the
	soliciting parties shall disclose the solicitation
	documents and the Company shall cooperate in
	this regard. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration forpublicly soliciting shareholders’ rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting shareholders’ rights.The soliciting parties shall bear compensation liabilities according to
	relevant laws for damages caused by violation
	of laws, administrative regulations or relevant
	provisions of the securities regulatory authorities
	of the State Council in the process of publicly
	solicitating shareholders’rights.

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article To be amended as Basis Article 121 The shareholders’ general meeting Article 122 The shareholders’ general meeting Added according to shall prepare an integrated written resolution or shall prepare an integrated written resolution or Rule 13.39(5) of the specific written resolutions based on the voting specific written resolutions based on the voting Hong Kong Listing results and minutes of the meeting after it has results and minutes of the meeting after it has Rules and based on considered all the resolutions being proposed considered all the resolutions being proposed actual situation of the at such meeting. The chairman of the meeting at such meeting. The chairman of the meeting Company shall be responsible for deciding whether or shall be responsible for deciding whether or not a resolution is duly passed. The chairman’s not a resolution is duly passed. The chairman’s decision, which shall be final and conclusive, decision, which shall be final and conclusive, shall be announced at the meeting and recorded shall be announced at the meeting and recorded in the minutes of the meeting. Resolutions of a in the minutes of the meeting. Resolutions of a shareholders’ general meeting shall be announced shareholders’ general meeting shall be announced timely, and the announcement shall contain the timely, and the announcement shall contain the number of shareholders and proxies present, the number of shareholders and proxies present, the total number of shares carrying voting rights and total number of shares carrying voting rights and the percentage of the total voting shares of the the percentage of the total voting shares of the Company, means of voting, the voting result for Company, means of voting, the voting result for each proposal and the details of each resolution each proposal and the details of each resolution passed. passed and other information as required by relevant laws and regulations or applicable securities listing rules.

Article 127 Where a resolution on the election Article 128 Where a resolution on the election Amend according to of Directors or Supervisors is passed at the of Directors or Supervisors is passed at the Article 124 of the new shareholders’ general meeting, the term of office shareholders’ general meeting, the term of office Securities Law and of the newly-elected Director or Supervisor of the newly-elected Director or Supervisor shall CSRC Announcement shall, upon they are qualified as directors and commence on the date on which the relevant [2020] No. 18 supervisors of a securities firm, commence resolution is passed at the shareholders’ general when the relevant resolution is passed at the meeting. Where the laws and regulations require shareholders’ general meeting. otherwise, the term of office of such Directors and Supervisors shall commence on the date of compliance with relevant laws and regulations.

Article 138 Where any person is identified by Article 139 The appointment and removal of Amend according to the CSRC as being prohibited from accessing Directors by the Company shall be filed with Article 124 of the the securities market within the ambit of Article the securities regulatory authorities of the State new Securities Law 146 of the Company Law or Article 131 of the Council. Where any person is identified by the Securities Law and such prohibition has not been CSRC as being prohibited from accessing the discharged, and where any person shall not hold securities market within the ambit of Article any directorship in the Company as stipulated by 146 of the Company Law or Article 124 of the the Articles of Association, they shall not hold Securities Law and such prohibition has not been any directorship in the Company. discharged, and where any person shall not hold any directorship in the Company as stipulated by the Articles of Association, they shall not hold any directorship in the Company.

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article To be amended as Basis Article 142 Directors shall observe laws, Article 143 Directors shall observe laws, Amend according to administrative regulations and the Articles of administrative regulations and the Articles of Article 82 of the new Association, exercise the rights conferred by the Association, exercise the rights conferred by the Securities Law Company with due discretion, care and diligence Company with due discretion, care and diligence and undertake the following obligations of and undertake the following obligations of diligence to the Company: ⋯⋯ diligence to the Company: ⋯⋯ (4) to approve regular reports of the (4) to approve securities offering documents Company in written form and to ensure and regular reports of the Company in the integrity, accuracy and completeness written form and to ensure the timely of the information disclosed by the and fair disclosure of true, accurate and Company; complete information by the Company; ⋯⋯ ⋯⋯ Article 190 A person shall not serve as a Article 191 A person shall not serve as a Amend according to President of the Company if such person faces President of the Company if such person faces Article 124 of the any of the circumstances specified in Article any of the circumstances specified in Article new Securities Law 146 of the Company Law or in Article 131 of 146 of the Company Law or in Article 124 of the Securities Law, or has been prohibited from the Securities Law, or has been prohibited from entering the market by the CSRC, where such entering the market by the CSRC, where such prohibition has not been removed. The senior prohibition has not been removed. The senior management of the Company shall not either management of the Company shall not either involve in operation and management of other involve in operation and management of other economic entities or serve concurrently other economic entities or serve concurrently other securities firms or economic entities whose securities firms or economic entities whose business is in competition with ours. A person business is in competition with ours. A person who holds an administrative post other than a who holds an administrative post other than a Director, supervisor in an entity owned by the Director, supervisor in an entity owned by the controlling shareholder of the Company shall not controlling shareholder of the Company shall not act as the senior management of the Company. act as the senior management of the Company. The appointment and removal of senior management by the Company shall be filed with the securities regulatory authorities of the State Council.

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article	To be amended as	To be amended as	Basis
Article 198The senior management shall abide by laws, administrative regulations and the Articles of Association of the Company and fulfill the obligations of good faith and diligence. If a senior management violates any laws, administrative regulations, departmental rules and the Articles of Association during performing his/her duties of the Company and causes losses to the Company, such a senior management shall be liable for compensation.	Article 199The senior management shall abide by laws, administrative regulations and the Articles of Association of the Company and fulfill the obligations of good faith and diligence. If a senior management violates any laws, administrative regulations, departmental rules and the Articles of Association during performing his/her duties of the Company and causes losses to the Company, such a senior management shall be liable for compensation. The senior management shall approve securities		Amend according to Article 82 of the new Securities Law
	offering documents and regular reports of the
	Company in written form and ensure the timely
	and fair disclosure of true, accurate and complete
	information by the Company.
Article 201A person shall not serve as a Supervisor of the Company if such person faces any of the circumstances specified in Article 146 of the Company Law or in Article131 of the Securities Law, or has been prohibited from entering the market by the CSRC, where such prohibition has not been removed. The Supervisors of the Company shall not concurrently hold other positions in any other securities firms or any other entities whose business compete with that of the Company.	Article 202A person shall not serve as a Supervisor of the Company if such person faces any of the circumstances specified in Article 146 of the Company Law or in Article124 of the Securities Law, or has been prohibited from entering the market by the CSRC, where such prohibition has not been removed. The Supervisors of the Company shall not concurrently hold other positions in any other securities firms or any other entities whose business compete with that of the Company. The appointment and removal of Supervisors by		Amend according to Article 124 of the new Securities Law
	the Company shall be filed with the securities
	regulatory authorities of the State Council.
Article 212The Supervisory Committee shall perform the following duties: (1) to review the periodical reports of the Company prepared by the Board of Directors and to provide written comments thereon; ⋯⋯	Article 213The Supervisory Committee shall perform the following duties: (1) to review thesecurities offering documents and periodical reports of the Company prepared by the Board of Directors and to provide written comments thereon;the Supervisors shall provide written confirmation and ensure the timely and fair disclosure of true, accurate and complete information by the Company; ⋯⋯		Amend according to Article 82 of the new Securities Law
		the timely and fair disclosure of true,
		accurate and complete information by the
		Company;

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article	To be amended as	To be amended as	Basis
Article 223 Persons falling in any of the following categories shall not serve as Directors, Supervisors, President or other senior management of the Company: ⋯⋯ (10 ) persons who do not meet the requirements of relevant laws, regulations, rules and qualifications stipulated by regulatory departments located in a place where the Company’s shares are listed as well as other circumstances required by the Articles of Association of the Company.	Article 224 Persons falling in any of the following categories shall not serve as Directors, Supervisors, President or other senior management of the Company: ⋯⋯ (10) persons in charge of stock exchange,		Amend according to Article 124 of the new Securities Law
	(11)	the securities registration and clearing
		institutions or directors, supervisors,
		senior management members of securities
		companies, who were dismissed due to
		violation of laws or disciplinary offence,
		where less than five years have elapsed
		since the date of the dismissal; persons who are lawyers, certified public
	(12 )	accountants or professionals of other
		securities service institutions, whose
		practicing certificates or qualification
		were revoked due to violation of laws or
		disciplinary offence, where less than five
		years have elapsed since the date of the
		revocation of practicing certificates or
		qualification; persons who do not meet the requirements of relevant laws, regulations, rules and qualifications stipulated by regulatory departments located in a place where the Company’s shares are listed as well as other circumstances required by the Articles of Association of the Company.

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ANNEX III TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

Original article	To be amended as	Basis
Article 242The Company shall prepare an annual financial report within120 days upon expiration of each fiscal year; the Company shall prepare an interim financial report within 2 months from the end of the first 6 months of each fiscal year and submit the same to the local branch office of the CSRC and the stock exchange in which shares of the Company are listed; and the Company shall prepare and submit to the local branch office of the CSRC and Shanghai Stock Exchange a quarterly financial report within 1 month from the end of first 3 months and first 9 months of each fiscal year, respectively. ⋯⋯	Article 243The Company shall prepare an annual financial report withinfour months upon expiration of each fiscal year; the Company shall prepare an interim financial report within 2 months from the end of the first 6 months of each fiscal year and submit the same to the local branch office of the CSRC and the stock exchange in which shares of the Company are listed; and the Company shall prepare and submit to the local branch office of the CSRC and Shanghai Stock Exchange a quarterly financial report within 1 month from the end of first 3 months and first 9 months of each fiscal year, respectively. ⋯⋯	Amend according to Article 79 of the new Securities Law and the Guidelines for the Articles of Association of Listed Companies
Article 260The Company shall appoint an independent accounting firm thatis qualified under the relevant national regulations to engage in the securities related business to audit the financial statements, verify the net assets, audit other financial reports of the Company and provide other relevant consultancy services.	Article 261The Company shall appoint an independent accounting firm thatmeets relevant national requirements to audit the financial statements, verify the net assets, audit other financial reports of the Company and provide other relevant consultancy services.	Amend according to Article 160 of the new Securities Law
Article 278As for announcements and information disclosure to holders of domestic shares, the Companydesignates at least one of the four newspapers, Shanghai Securities News, China Securities Journal, Securities Times and Securities Daily, as well as the website of the Shanghai Stock Exchange (www.sse.com.cn) as the media for publishing its announcements and other information that needs disclosure .If it is required to make public announcements to the holders of overseas listed foreign shares pursuant to the Articles of Association, such announcements shall also be published in such manner as required by the Hong Kong Listing Rules.	Article 279As for announcements and information disclosure to holders of domestic shares, the Companyshall publish such announcements and information on the website of	Amend according to Article 86 of the new Securities Law
	the Shanghai Stock Exchange (www.sse.com.cn)
	and the media meeting the requirements specified
	by the securities regulatory authorities of the
	State Council, and shall make available the same
	for public inspection at the Company’s domicile
	and the stock exchange .If it is required to make public announcements to the holders of overseas listed foreign shares pursuant to the Articles of Association, such announcements shall also be published in such manner as required by the Hong Kong Listing Rules.

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TABLE OF COMPARISON OF THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

Original article	Original article	To be amended as	To be amended as	Basis
Article 306Where the amendments to the Articles passed by the shareholders’ general meetingrequire approval of competent authorities, the amendments shall be submitted to the relevant authorities for approval. If such amendments involve any registered particulars of the Company, application shall be made for change of registration in accordance with laws. Any amendment to the Articles of Association involving the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas shall become effective upon approval by the approving authority authorized by the State Council and the CSRC. If the amendments involve registration matters, the involved change shall be registered in accordance with laws.		Article 307Where the amendments to the Articles passed by the shareholders’ general meeting involve any registered particulars of the Company, application shall be made for change of registration in accordance with laws.		Amend according to CSRC Announcement [2020] No. 18
Article 307The Board of Directors shall amend the Articles of Association in accordance with the resolution to amend the Articles passed at the shareholders’ general meetingand examination and approval opinions from relevant authorities .		Article 308The Board of Directors shall amend the Articles of Association in accordance with the resolution to amend the Articles passed at the shareholders’ general meeting.		Same reason as the preceding article
Article 311These Articles of Association are written in Chinese. In case of any inconsistency between these Articles and the articles of association in any other language or of different version, the latest Chinese version of these Articles of Association approved by and registered with theadministrative authority for Industry and Commerce in Shanghai shall prevail.		Article 312These Articles of Association are written in Chinese. In case of any inconsistency between these Articles and the articles of association in any other language or of different version, the latest Chinese version of these Articles of Association approved by and registered with thecompany registration authority shall prevail.		S a m e r e a s o n a s Article 29
	in Shanghai shall

Article 314These Articleswere adopted by a special resolution of the shareholders’general meeting of the Company and shall be effective on the dateon which the CSRC approved the important clauses of these Articles . From the effective date of these Articles, the existing Articles of the Company and amendments thereto shall lapse automatically.	were adopted by a	Article 315These Articles shall be effective on the dateof approval by a special resolution at the shareholders’general meeting of the Company . From the effective date of these Articles, the existing Articles of the Company and amendments thereto shall lapse automatically.	315These Articles shall be effective on of approval by a special resolution at the	Amend according to CSRC Announcement [2020] No. 18

Note: The Articles of Association are prepared in Chinese and there is no official English version. Therefore, any English translation serves as a reference only. In case of any inconsistencies between the Chinese and English version, the former shall prevail.

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ANNEX IV TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

Original article	To be amended as	Basis
Article 1In order to facilitate the compliant operation of東方證券股份有限公司, enhance the efficiency of shareholders’ general meeting, safeguard the legitimate rights and interests of shareholders, define the duties and power of shareholders’ general meeting, and ensure that the shareholders’ general meeting operates in a compliant, efficient and stable manner and exercises its power according to relevant laws, these rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”)and the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for Shareholders’ General Meetings of Listed Companies, the Rules for Governance of Securities Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (《上海證券交易所股票上市規則》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合交易所有限公司證券上市規則》) (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant laws, regulations, rules and normative documents as well as the Articles of Association of東方證券股份有限公司(hereinafter referred to as the “Articles of Association”) and other provisions, and based on the actual situation of the Company.	Article 1In order to facilitate the compliant operation of東方證券股份有限公司, enhance the efficiency of shareholders’ general meeting, safeguard the legitimate rights and interests of shareholders, define the duties and power of shareholders’ general meeting, and ensure that the shareholders’ general meeting operates in a compliant, efficient and stable manner and exercises its power according to relevant laws, these rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for Shareholders’ General Meetings of Listed Companies, the Rules for Governance of Securities Companies, the Reply of the State Council on the Adjustment	The content of the Rules of Procedure for Shareholders’ General Meetings involves such reply
	of the Notice Period of the General Meetings
	and Other Matters Applicable to Overseas Listed
	Companies (《國務院關於調整適用在境外
	上市公司召開股東大會通知期限等事項
	規定的批覆》), the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (《上海證券交易所股票上市規則》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合交易所有限公司證券上市規則》) (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant laws, regulations, rules and normative documents as well as the Articles of Association of東方證券股份有限公司(hereinafter referred to as the “Articles of Association”) and other provisions, and based on the actual situation of the Company.

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ANNEX IV TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

Original article	Original article	To be amended as	Basis
Article 17The convener of the shareholders’ general meeting shall issue a written notice to all shareholders whose name appear in the register of shareholders45 days before the annual general meeting, specifying the matters to be considered at and the date and venue of the meeting.Any shareholder who intends to attend the general		Article 17The convener of the shareholders’ general meeting shall issue a written notice to all shareholders whose name appear in the register of shareholders20 working days before the annual general meetingand 10 working days or 15 days (whichever is longer) before	Amend according to the Reply of the S t a t e C o u n c i l o n the Adjustment of the Notice Period o f t h e G e n e r a l Meetings and Other Matters Applicable to Overseas Listed C o m p a n i e s a n d relevant requirements of the Hong Kong Listing Rules
		the extraordinary general meeting ,specifying the matters to be considered at and the date and venue of the meeting.
meeting shall deliver a written reply slip to
inform the Company of his/her intention to attend
at least 20 days prior to the meeting.

Article 18The Company shall calculate the number of voting shares represented by the	The Company shall calculate the	Deletion in entirety.	Amend according to the Reply of the S t a t e C o u n c i l o n the Adjustment of the Notice Period o f t h e G e n e r a l Meetings and Other Matters Applicable to Overseas Listed Companies
shareholders intending to attend the general
meeting in accordance with the written replies
received 20 days prior to the meeting. Where
the number of voting shares represented by
shareholders intending to attend the meeting
amounts for more than one half of the Company’s
voting shares, the Company may convene the
general meeting; otherwise, the Company shall,
within five days, notify shareholders again of
the issues to be considered, date and venue of
the meeting in the form of announcement. The
Company may then convene the general meeting
after publication of such announcement.

– IV-2 –

ANNEX IV TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

Original article To be amended as Basis Article 20 Unless otherwise provided in the Article 19 Unless otherwise provided in Amend according Articles of Association, notice of the general relevant laws, regulations and the listing rules of to the Reply of the meeting shall be served on all shareholders the place where the Company’s shares are listed S t a t e C o u n c i l o n (whether or not entitled to vote thereat) by and the Articles of Association, notice of the the Adjustment of personal delivery or prepaid mail, and the address general meeting shall be published on relevant the Notice Period of the recipient shall be the address appearing on websites or be served on all shareholders (whether o f t h e G e n e r a l the register of shareholders. For shareholders of or not entitled to vote thereat) by personal Meetings and Other domestic shares, the notice of the shareholders’ delivery or prepaid mail, and the address of the Matters Applicable general meeting may also be given through an recipient shall be the address appearing on the to Overseas Listed announcement. register of shareholders. For shareholders of Companies domestic shares, the notice of the shareholders’ general meeting may also be given through an announcement. The announcement referred to in the preceding The announcement referred to in the preceding paragraph shall be published on the website paragraph shall be published on the website designated by the CSRC or one or more designated by the CSRC or one or more newspapers specified by the CSRC within the newspapers specified by the CSRC within period of 45 to 50 days prior to the date of the the prescribed period for notice of meeting as general meeting. Once the announcement is set out in Article 17 of these rules. Once the published, all shareholders of domestic shares announcement is published, all shareholders of shall be deemed to have received the relevant domestic shares shall be deemed to have received notice of the general meeting. the relevant notice of the general meeting. Notice of general meeting to be given to holders Notice of general meeting to be given to holders of overseas listed foreign shares shall be of overseas listed foreign shares shall be delivered in any one of the following methods delivered in any one of the following methods within the period of 45 to 50 days prior to the within the prescribed period for notice of meeting date of the general meeting: as set out in Article 17 of these rules: ⋯⋯ ⋯⋯

– IV-3 –

ANNEX IV TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

Original article To be amended as Basis Article 24 ⋯⋯ Article 23 ⋯⋯ Amend according to the Articles of If a shareholder is recognized as a clearing If a shareholder is recognized as a clearing Association house (hereinafter referred to as the “ recognized house (hereinafter referred to as the “ recognized clearing house ”) or its nominee according to clearing house ”) or its nominee according to relevant rules in force from time to time of the relevant rules in force from time to time of the place where the shares of the Company are place where the shares of the Company are listed, the shareholder is entitled to authorize listed, the shareholder is entitled to authorize one or more person(s), as it thinks fit, to act as one or more person(s), as it thinks fit, to act as its proxy at any general meeting or any class its proxy at any general meeting or any class meeting of shareholders. However, if more than meeting of shareholders. However, if more one person is authorized, the proxy form shall set than one person is authorized, the proxy form out the number and class of shares represented shall set out the number and class of shares by each of the persons so authorized. A person represented by each of the persons so authorized. so authorized may exercise the right on behalf of A person so authorized may exercise the right the recognized clearing house (or its nominee), on behalf of the recognized clearing house (or as if he/she was an individual shareholder of the its nominee) (without being required to present Company. share certificate, certified power of attorney and/ or further evidence of due authorization), as if he/she was an individual shareholder of the Company.

Article 36 The convener shall ensure that Article 35 The convener shall ensure that Amend according the shareholders’ general meeting is held the shareholders’ general meeting is held to the Articles of continuously until final resolutions are arrived continuously until final resolutions are arrived Association at. In the event that the shareholders’ general at. In the event that the shareholders’ general meeting is terminated or fails to reach any meeting is terminated or fails to reach any resolution owing to force majeure or for other resolution owing to force majeure or for other special reasons, immediate action shall be taken special reasons, immediate action shall be taken to resume the shareholders’ general meeting as to resume the shareholders’ general meeting as soon as possible or the shareholders’ general soon as possible or the shareholders’ general meeting shall be directly terminated, and such meeting shall be directly terminated, and relevant termination shall be timely reported to the announcement shall be made according to the authorities delegated by the CSRC in the place listing rules of the place where the Company’s where the Company is located and the stock shares are listed. Meanwhile, the convener shall exchange, and relevant announcement shall be report to the authorities delegated by the CSRC made according to the listing rules of the place in the place where the Company is located and where the Company’s shares are listed. the stock exchange.

– IV-4 –

TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

ANNEX IV

Original article	To be amended as	Basis
Article 37⋯⋯ The soliciting of voting rights can be carried out by the Board of Directors, independent Directors, and shareholders who satisfy relevant requirements. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders’voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting voting rights.	Article 36⋯⋯ The Board, independent directors, shareholders	Amend according to Article 90 of the new Securities Law
	holding more than 1% of voting shares, or
	investor protection institutions established
	according to laws, administrative regulations
	or provisions of the securities regulatory
	authorities of the State Council may, as the
	soliciting parties, personally or authorize a
	securities company or securities service agency
	to publicly request the Company’s shareholders
	to authorize them to attend the shareholders’
	general meeting and exercise the shareholders’
	rights such as right of making motions and voting
	rights on behalf of such shareholders, and the
	soliciting parties shall disclose the solicitation
	documents and the Company shall cooperate in
	this regard. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration forpublicly soliciting shareholders’ rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting shareholders’ rights.The soliciting parties shall bear compensation liabilities according to
	relevant laws for damages caused by violation
	of laws, administrative regulations or relevant
	provisions of the securities regulatory authorities
	of the State Council in the process of publicly
	solicitating shareholders’rights.

– IV-5 –

ANNEX IV TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

Original article	To be amended as	To be amended as	Basis
Article 42The list of candidates for Directors and Supervisors shall be submitted to the shareholders’ general meeting for voting by way of proposal. When a voting is made on election of Directors or Supervisors at a shareholder’s general meeting, the cumulative voting system may be adopted in accordance with the requirements of relevant laws, regulations, rules, normative documents and the Articles of Association or the resolutions of the shareholders’ general meeting. In respect of the election of Directors or Supervisors, the cumulative voting system shall be adopted whenthe largest shareholder of the Company individually holds 30% or more of the shares of the Company, or jointly with its related parties holds 50% or more of the shares of the Company .	Article 41The list of candidates for Directors and Supervisors shall be submitted to the shareholders’ general meeting for voting by way of proposal. When a voting is made on election of Directors or Supervisors at a shareholder’s general meeting, the cumulative voting system may be adopted in accordance with the requirements of relevant laws, regulations, rules, normative documents and the Articles of Association or the resolutions of the shareholders’ general meeting. In respect of the election of Directors or Supervisors, the cumulative voting system shall be adopted when a single shareholder and the parties acting in		Amend according to the Articles of Association
	concert with it are interested in 30% or more of
	the shares of the Company .
Article 52Resolutions of the general meeting shall be announced in a timely manner, and such announcement shall contain the following: ⋯⋯ (5) Conclusive opinions of the legal opinions. The full text of the legal opinions shall be disclosed if the proposal is vetoed at the general meeting.	Article 51Resolutions of the general meeting shall be announced in a timely manner, and such announcement shall contain the following: ⋯⋯ (5) Conclusive opinions of the legal opinions. The full text of the legal opinions shall be disclosed if the proposal is vetoed at the general meeting; (6) Other information as required by relevant		Added according to Rule 13.39(5) of the Hong Kong Listing Rules and based on actual situation of the Company
		laws and regulations or applicable
		securities listing rules.

– IV-6 –

ANNEX IV TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

Original article To be amended as Basis Article 66 Shareholders convening class Article 65 Shareholders convening class Amend according meeting of the Company shall issue a written meeting of the Company shall issue a written to the Reply of the notice to all registered shareholders of such notice to all registered shareholders of such class S t a t e C o u n c i l o n class 45 days before the meeting, specifying within the prescribed period for notice of meeting the Adjustment of the matters to be considered at and the venue, as set out in Article 17 of these rules, specifying the Notice Period date and time of the meeting. Any shareholder the matters to be considered at and the venue, o f t h e G e n e r a l who intends to attend the meeting shall deliver a date and time of the meeting. Meetings and Other written reply slip to inform the Company of his/ Matters Applicable her intention to attend at least 20 days prior to to Overseas Listed the meeting. Companies Where the number of shares carrying rights to vote at the proposed meeting represented by shareholders intending to attend the meeting amounts for more than one half of the total number of shares of such class carrying rights to vote at the meeting, the Company may convene the class meeting; otherwise, the Company shall, within five days, notify shareholders again of the issues to be considered, venue, date and time of the meeting in the form of announcement. The Company may then convene the class meeting after publication of such announcement. Article 72 Upon approval at the general Article 71 These rules shall become effective A m e n d b a s e d o n meeting, these rules shall become effective on on the date of approval at the general meeting. actual situation of the the date of initial public offering of the overseas From the effective date of these rules, the Company listed foreign shares (H shares) of the Company existing Rules of Procedure for Shareholders’ and listing of which on the Hong Kong Stock General Meetings of the Company and Exchange. From the effective date of these rules, amendments thereto shall lapse automatically. the existing Rules of Procedure for Shareholders’ General Meetings of the Company and amendments thereto shall lapse automatically.

Note: The Rules and Procedure for the General Meetings are prepared in Chinese and there is no official English version. Therefore, any English translation serves as a reference only. In case of any inconsistencies between the Chinese and English version, the former shall prevail.

– IV-7 –

ANNEX V TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS BEFORE AND AFTER AMENDMENTS

THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS BEFORE AND AFTER AMENDMENTS

Original article To be amended as Basis Article 8 Notice of meeting Article 8 Notice of meeting Amend according to the Articles of For a regular meeting or an extraordinary For a regular meeting or an extraordinary Association and based meeting, the Board office shall send a written meeting, the Board office shall send a written on actual situation of notice of meeting bearing the seal of the Board notice of meeting bearing the seal of the Board the Company office to all Directors, Supervisors, the president office by personal delivery, postal mail or fax 14 and the secretary to the Board by direct delivery, days and 5 days before a regular meeting of the fax, postal mail, e-mail or other means 14 days Board and an extraordinary meeting of the Board, and 5 days before a regular meeting of the Board respectively. and an extraordinary meeting of the Board, respectively. Where the notice is not served by direct delivery, telephone acknowledgement and corresponding records shall be made. Where an extraordinary meeting of the Board Where an extraordinary meeting of the Board needs to be convened in emergency, the meeting needs to be convened in emergency, the meeting notice shall be given by telephone or in other notice shall be given by telephone, fax, e-mail or verbal forms at any time, provided that the in other verbal forms at any time, provided that convener makes necessary explanations at the the convener makes necessary explanations at the meeting. meeting.

– V-1 –

ANNEX V TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS BEFORE AND AFTER AMENDMENTS

Original article	Original article	To be amended as	Basis
Article 12 Attending in person or by proxy The Directors shall attend the meeting of the Board in person. Any Director who cannot attend the meeting for any reason shall review the meeting documents and form his/her definite opinions in advance and appoint another Director in writing to attend the meeting on his/her behalf. The power of attorney shall specify: (1) the names of the appointor and the proxy; (2) brief comments of the appointor on each proposal; (3 ) the appointor’s scope of authority and voting intention on the proposal; (4 ) the valid period of authorization of the appointor; (5 ) the appointor’s signature, date of signature, etc. ⋯⋯		Article 12 Attending in person or by proxy The Directors shall attend the meeting of the Board in person. Any Director who cannot attend the meeting for any reason shall review the meeting documents and form his/her definite opinions in advance and appoint another Director in writing to attend the meeting on his/her behalf. The power of attorney shall specify: (1) the names of the appointor and the proxy; (2 ) the appointor’s scope of authority and voting intention on the proposal; (3 ) the valid period of authorization of the appointor; (4 ) the appointor’s signature, date of signature, etc. ⋯⋯	A m e n d b a s e d o n actual situation of the Company
	proposal; the appointor’s scope of authority and voting intention on the proposal; the valid period of authorization of the appointor; the appointor’s signature, date of signature, etc.
Article 18 Counting voting results For meetings not convened physically, the securities affairs representative and relevant staff of the Board office shall responsively collect ballots cast by the Directors, which shall be counted by the secretary to the Board under supervision of a Supervisor or independent Director. ⋯⋯		Article 18 Counting voting results The securities affairs representative and relevant staff of the Board office shall responsively collect ballots cast by the Directors, which shall be counted by the secretary to the Board under supervision of a Supervisor or independent Director. ⋯⋯	A m e n d b a s e d o n actual situation of the Company

– V-2 –

ANNEX V TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS BEFORE AND AFTER AMENDMENTS

Original article	To be amended as	Basis
Article 31⋯⋯ These rules are formulated by the Board, and upon approval at the general meeting, these rules shall become effective on the date of initial public offering of the overseas listed foreign shares (H shares) of the Company and listing of which on the Hong Kong Stock Exchange .From the effective date of these rules, the existing Rules of Procedure for the Board of Directors of the Company and amendments thereto shall lapse automatically. These rules shall be subject to interpretation of the Board of the Company.	Article 31⋯⋯ These rules are formulated by the Board, and shall become effective on the date of approval	A m e n d b a s e d o n actual situation of the Company
	at the general meeting .From the effective date of these rules, the existing Rules of Procedure for the Board of Directors of the Company and amendments thereto shall lapse automatically. These rules shall be subject to interpretation of the Board of the Company.

Note: The Rules and Procedure for the Board of Directors are prepared in Chinese and there is no official English version. Therefore, any English translation serves as a reference only. In case of any inconsistencies between the Chinese and English version, the former shall prevail.

– V-3 –

ANNEX VI TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE BEFORE AND AFTER AMENDMENTS

THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE BEFORE AND AFTER AMENDMENTS

Original article	To be amended as	Basis
Article 3 Regular and extraordinary meetings of the Supervisory Committee Meetings of the Supervisory Committee include regular meetings and extraordinary meetings. Regular meetings of the Supervisory Committee shall be convened once every 6 months. Under any of the following circumstances, the Supervisory Committee shall convene an extraordinary meeting within ten days: ⋯⋯	Article 3 Regular and extraordinary meetings of the Supervisory Committee Meetings of the Supervisory Committee include regular meetings and extraordinary meetings. Regular meetings of the Supervisory Committee shall be convenedat least once every 6 months. Under any of the following circumstances, the Supervisory Committee shall convene an extraordinary meeting within ten days: ⋯⋯	Amend according to the Articles of Association
Article 7 Notice of meeting For a regular meeting or an extraordinary meeting of the Supervisory Committee, the office of Supervisory Committee shall send a written notice of meeting bearing the seal of the Supervisory Committeeto all Supervisors by direct delivery, fax, postal mail, e-mail or other means 10 days and 5 days before a regular meeting and an extraordinary meeting, respectively.Where the notice is not served by direct delivery, telephone acknowledgement and corresponding records shall be made. Where an extraordinary meeting of the Supervisory Committee needs to be convened in emergency, the meeting notice shall be given verbally or by telephone at any time, provided that the convener makes necessary explanations at the meeting.	Article 7 Notice of meeting For a regular meeting or an extraordinary meeting of the Supervisory Committee, the office of Supervisory Committee shall send a written notice of meeting bearing the seal of theoffice of Supervisory Committeeby personal delivery, postal mail or fax 10 days and 5 days before a regular meeting and an extraordinary meeting, respectively. Where an extraordinary meeting of the Supervisory Committee needs to be convened in emergency, the meeting notice shall be givenby telephone, fax, e-mail or in other verbal forms	Amend according to the Articles of Association and based on actual situation of the Company
	at any time, provided that the convener makes necessary explanations at the meeting.

– VI-1 –

TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE BEFORE AND AFTER AMENDMENTS

ANNEX VI

Original article	Original article	To be amended as	To be amended as	Basis
Article 9 Attendance of meetings The Supervisors shall attend the meeting of the Supervisory Committee in person. Any Supervisor who cannot attend the meeting for any reason shall review the meeting documents and form his/her definite opinions in advance and appoint another Supervisor in writing to attend the meeting on his/her behalf. The power of attorney shall specify: (1) the names of the appointor and the proxy; (2) brief comments of the appointor on each proposal; (3) the appointor’s scope of authority and voting intention on the proposal; (4) the appointor’s signature, date of signature, etc. ⋯⋯		Article 9 Attendance of meetings The Supervisors shall attend the meeting of the Supervisory Committee in person. Any Supervisor who cannot attend the meeting for any reason shall review the meeting documents and form his/her definite opinions in advance and appoint another Supervisor in writing to attend the meeting on his/her behalf. The power of attorney shall specify: (1) the names of the appointor and the proxy; (2 ) the appointor’s scope of authority and voting intention on the proposal; (3) the valid period of authorization of the		A m e n d b a s e d o n actual situation of the Company
	proposal; the appointor’s scope of authority and voting intention on the proposal; the appointor’s signature, date of signature, etc.
		(4) ⋯⋯	appointor; the appointor’s signature, date of signature, etc.
Article 11 Convening of meetings A meeting of the Supervisory Committee shall be attended by more than half of the Supervisors. Where any relevant Supervisor refuses or fails to attend the meeting so that the number of attendees falls short of the quorum required for convening the meeting, other Supervisors shall responsively report to the regulatory authority. The secretary to the Board and the securities affair representative shall be present at meetings of the Supervisory Committee as non-voting representatives. The chairman of the meeting may, if thought necessary, notify other relevant persons to be present at the meetings of Supervisory Committee without voting rights.		Article 11 Convening of meetings A meeting of the Supervisory Committee shall be attended by more than half of the Supervisors. Where any relevant Supervisor refuses or fails to attend the meeting so that the number of attendees falls short of the quorum required for convening the meeting, other Supervisors shall responsively report to the regulatory authority. The secretary to the Board and the securities affair representative shall be present at meetings of the Supervisory Committee as non-voting representatives, and the compliance officer has the right to attend or be present at the meetings		Amend according t o A r t i c l e 3 1 o f the Guidelines on I m p l e m e n t a t i o n o f C o m p l i a n c e M a n a g e m e n t o f Securities Companies
		of Supervisory Committee .The chairman of the meeting may, if thought necessary, notify other relevant persons to be present at the meetings of Supervisory Committee without voting rights.

– VI-2 –

TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE BEFORE AND AFTER AMENDMENTS

ANNEX VI

Original article To be amended as Basis Article 16 Signatures of Supervisors Article 16 Signatures of Supervisors Amend according to Article 82 of the new The attending Supervisors shall sign the meeting The attending Supervisors shall sign the meeting Securities Law minutes and resolution records for confirmation minutes and resolution records for confirmation on behalf of themselves and the Supervisors who on behalf of themselves and the Supervisors who authorize them to attend. Where the Supervisors authorize them to attend. Where the Supervisors disagree over the meeting minutes and resolution disagree over the meeting minutes and resolution records, they may attach written remarks when records, they may attach written remarks when signing the same. Where necessary, they shall signing the same. Where necessary, they shall responsively report to the regulatory authorities responsively report to the regulatory authorities or make public statements. or make public statements.

Where any Supervisor neither signs as per Where any Supervisor neither signs as per the preceding paragraph nor provides his/her the preceding paragraph nor provides his/her different opinions in writing, reports to the different opinions in writing, reports to the regulatory authorities or makes public statement, regulatory authorities or makes public statement, the said Supervisor shall be deemed as agreeing the said Supervisor shall be deemed as agreeing entirely with the contents of the meeting minutes entirely with the contents of the meeting minutes and the resolution record. and the resolution record. The Supervisory Committee shall review the securities offering documents and regular reports prepared by the Board and express its comments in writing. Supervisors shall provide written confirmation. In the event that the Supervisors cannot assure the truthfulness, accuracy and completeness of contents of the securities offering documents and regular reports or disagree with such contents, they shall express their opinions and state the reason in the written opinions for confirmation, which shall be disclosed by the Company. In the event that the Company fails to disclose it, the Supervisors may directly apply for disclosure.

– VI-3 –

TABLE OF COMPARISON OF THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE BEFORE AND AFTER AMENDMENTS

ANNEX VI

Original article	To be amended as	Basis
Article 20 Miscellaneous ⋯⋯ These rules are formulated by the Supervisory Committee, andupon approval at the general meeting, these rules shall become effective on the date of initial public offering of the overseas listed foreign shares (H shares) of the Company and listing of which on the Hong Kong Stock Exchange . From the effective date of these rules, the existing Rules of Procedure for the Supervisory Committee of the Company and amendments thereto shall lapse automatically. These rules shall be subject to interpretation of the Supervisory Committee of the Company.	Article 20 Miscellaneous ⋯⋯ These rules are formulated by the Supervisory Committee, andshall become effective on the date of approval at the general meeting .From the effective date of these rules, the existing Rules of Procedure for the Supervisory Committee of the Company and amendments thereto shall lapse automatically. These rules shall be subject to interpretation of the Supervisory Committee of the Company.	A m e n d b a s e d o n actual situation of the Company

Note: The Rules and Procedure for the Supervisory Committee are prepared in Chinese and there is no official English version. Therefore, any English translation serves as a reference only. In case of any inconsistencies between the Chinese and English version, the former shall prevail.

– VI-4 –

AI assistant

DFZQ Proxy Solicitation & Information Statement 2020

50931_rns_2020-11-11_2d6197ba-93b0-4386-91b9-30a299be666b.pdf

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY PROPOSED AMENDMENTS TO THE INDEPENDENT DIRECTOR SYSTEM OF THE COMPANY

AND

NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

DEFINITIONS

DEFINITIONS

(Stock Code: 03958)

INTRODUCTION

ORDINARY RESOLUTIONS

I. Proposed Appointment of Independent Non-Executive Directors

II. Proposed Amendments to the Independent Director System of the Company

SPECIAL RESOLUTIONS

III. Proposed Amendments to the Articles of Association of the Company

IV. Proposed Amendments to the Rules of Procedure for the General Meetings of the Company

V. Proposed Amendments to the Rules of Procedure for the Board of Directors of the Company

VI. Proposed Amendments to the Rules of Procedure for the Supervisory Committee of the Company

EGM

LETTER FROM THE BOARD

HONG KONG LISTING RULES REQUIREMENT

RESPONSIBILITY STATEMENT

RECOMMENDATION

ADDITIONAL INFORMATION

NOTICE OF 2020 SECOND EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

2. Proxy

3. Registration procedures for attending the Extraordinary General Meeting

4. Voting by poll

5. Miscellaneous

BIOGRAPHICAL DETAILS OF CANDIDATES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

THE INDEPENDENT DIRECTOR SYSTEM OF THE COMPANY BEFORE AND AFTER AMENDMENTS

THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

ANNEX III

ANNEX III

THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS BEFORE AND AFTER AMENDMENTS

THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE BEFORE AND AFTER AMENDMENTS

AI assistant

DFZQ — Proxy Solicitation & Information Statement 2020

50931_rns_2020-11-11_2d6197ba-93b0-4386-91b9-30a299be666b.pdf

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY PROPOSED AMENDMENTS TO THE INDEPENDENT DIRECTOR SYSTEM OF THE COMPANY

AND

NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

DEFINITIONS

DEFINITIONS

(Stock Code: 03958)

INTRODUCTION

ORDINARY RESOLUTIONS

I. Proposed Appointment of Independent Non-Executive Directors

II. Proposed Amendments to the Independent Director System of the Company

SPECIAL RESOLUTIONS

III. Proposed Amendments to the Articles of Association of the Company

IV. Proposed Amendments to the Rules of Procedure for the General Meetings of the Company

V. Proposed Amendments to the Rules of Procedure for the Board of Directors of the Company

VI. Proposed Amendments to the Rules of Procedure for the Supervisory Committee of the Company

EGM

LETTER FROM THE BOARD

HONG KONG LISTING RULES REQUIREMENT

RESPONSIBILITY STATEMENT

RECOMMENDATION

ADDITIONAL INFORMATION

NOTICE OF 2020 SECOND EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

2. Proxy

3. Registration procedures for attending the Extraordinary General Meeting

4. Voting by poll

5. Miscellaneous

BIOGRAPHICAL DETAILS OF CANDIDATES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

THE INDEPENDENT DIRECTOR SYSTEM OF THE COMPANY BEFORE AND AFTER AMENDMENTS

THE ARTICLES OF ASSOCIATION BEFORE AND AFTER AMENDMENTS

ANNEX III

ANNEX III

ANNEX III

THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS BEFORE AND AFTER AMENDMENTS

THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS BEFORE AND AFTER AMENDMENTS

THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE BEFORE AND AFTER AMENDMENTS

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DFZQ Proxy Solicitation & Information Statement 2020