DFZQ — Proxy Solicitation & Information Statement 2020

Nov 11, 2020

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

(Stock Code: 03958)

NOTICE OF 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

1. To consider and approve the resolution in relation to the appointments of Independent Non-executive Directors of the Company, including:

2. 1.01 to consider and approve Mr. Wu Hong as the Independent Non-executive Director of the Company;

3. 1.02 to consider and approve Mr. Feng Xingdong as the Independent Non-executive Director of the Company; and

4. 1.03 to consider and approve Mr. He Xuan as the Independent Non-executive Director of the Company.

5. To consider and approve the resolution in relation to the amendments to the Independent Director System of the Company.

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the amendments to certain articles of the Articles of Association of the Company.

2. To consider and approve the resolution in relation to the amendments to the Rules of Procedure for the General Meetings of the Company.

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

2. 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

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 Extraordinary General Meeting.

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.

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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.

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