DFZQ — Proxy Solicitation & Information Statement 2024

Sep 19, 2024

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)

2024 INTERIM PROFIT DISTRIBUTION PLAN AND

NOTICE OF 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 Wednesday, October 16, 2024 at 2:00 p.m. is set out on pages 7 to 9 of this circular.

The form of proxy for the EGM has been distributed to the Shareholders who have indicated their wish to receive a printed copy on Friday, September 20, 2024 and has also been published on the HKEXnews website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company’s website (www.dfzq.com.cn). If you are not able to attend the EGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM, and deposit it together with the notarized power of attorney or other document of authorization with the 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.

This circular is prepared in both Chinese and English. In case of any discrepancies between the Chinese and English versions, the Chinese version shall prevail.

September 20, 2024

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

• “A Share(s)” PRC domestically listed share(s) with a par value of RMB1.00 each in the share capital of the Company, which are listed on the Shanghai Stock Exchange and traded in RMB

• “A Shareholder(s)” holder(s) of the A Shares

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

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

• “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

• “CSRC” the China Securities Regulatory Commission

• “Director(s)” the director(s) of the Company

• “EGM” the 2024 first extraordinary general meeting to be held at Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the PRC on Wednesday, October 16, 2024 at 2:00 p.m.

• “H Share(s)” overseas listed foreign share(s) with a par value of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

• “H Share Registrar” Computershare Hong Kong Investor Services Limited

• “H Shareholder(s)” holder(s) of the H Shares

• “HK$” or “Hong Kong dollars” the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

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

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DEFINITIONS

“Latest Practicable Date” September 13, 2024, 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 “Share(s)” the A Share(s) and/or the H Share(s) “Shareholder(s)” the shareholder(s) of the Company, including H Shareholder(s) and A Shareholder(s)

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LETTER FROM THE BOARD

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

(Stock Code: 03958)

Executive Directors: Mr. JIN Wenzhong (Chairman) Mr. GONG Dexiong Mr. LU Weiming (President)

Non-executive Directors: Mr. YU Xuechun Mr. ZHOU Donghui Ms. LI Yun Mr. REN Zhixiang Ms. ZHU Jing (employee representative Director)

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

Principal place of business in Hong Kong: 28th and 29th Floor 100 Queen’s Road Central Central Hong Kong

Independent non-executive Directors: Mr. WU Hong Mr. FENG Xingdong Mr. LUO Xinyu Mr. CHAN Hon Mr. ZHU Kai

September 20, 2024

To the Shareholders

Dear Sirs or Madams,

INTRODUCTION

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

At the EGM, an ordinary resolution will be proposed to approve the resolution in relation to the 2024 interim profit distribution plan (the “ 2024 Interim Profit Distribution Plan ”).

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LETTER FROM THE BOARD

ORDINARY RESOLUTION

2024 Interim Profit Distribution Plan

To further respond to regulatory calls, improve investors’ returns and boost investors’ confidence, an ordinary resolution will be proposed at the EGM pursuant to the Articles of Association to consider and approve the 2024 Interim Profit Distribution Plan, with specific details as follows:

In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China and the Financial Rules for Financial Enterprises (《金融企業財務規 則》), and the Rules on Strengthening the Supervision and Administration of Listed Securities Companies 《關於加強上市證券公司監管的規定》( ), the Listed Companies Regulatory Guidance No.3 – Cash Dividends Distribution of Listed Companies (《上市公司監管指引第 3 號－上市公司現金分紅》), the Interim Measures on the Supervision and Administration of Risk Reserves of Public Securities Investment Funds (《公開募集證券投資基金風險準備金監督管理暫行辦法》) issued by the CSRC, as well as the Articles of Association and other relevant rules, and based on the actual needs of business development of the Company, the 2024 Interim Profit Distribution Plan has been proposed to prepare.

In the first half of 2024, the Company’s consolidated statements (unaudited) realized a net profit attributable to Shareholders of the parent company of RMB2.111 billion. The undistributed profit of the parent company at the beginning of 2024 amounted to RMB5.822 billion, of which the distributable profit was RMB5.739 billion after deducting the interest of RMB83 million on the cumulative perpetual bonds issued by the Company as at the end of last year which were classified as other equity instruments, together with the net profit of the parent company realized from January to June 2024 of RMB2.968 billion, deducting the cash dividends distributed for 2023 implemented during the year of RMB1.269 billion, the impact on unallocated profits of the owners’ interests internally carried forward of RMB37 million and the distribution to holders of other equity instruments of RMB155 million, the distributable profits of the parent company as at the end of June 2024 was RMB7.246 billion.

In accordance with the relevant requirements of the aforesaid laws and regulations and the Articles of Association, the Company withdrew the general risk reserve, statutory surplus reserve, and transaction risk reserve calculated on the basis of 10% of the net profit of the parent company realized from January to June 2024, and a risk reserve for custodian business at 2.5% of the custodian fee income of the publicly offered funds of the parent company. The aggregate of the above amounted to RMB890 million. Net of the above items, the distributable profits of the parent company as at the end of June 2024 were RMB6.356 billion.

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LETTER FROM THE BOARD

Taking into account the long-term development of the Company and the interest of investors, the proposed 2024 Interim Profit Distribution Plan as follows:

1. The 2024 interim profit distribution of the Company will be in the form of cash dividends, based on the total share capital of 8,496,645,292 shares as at the end of June 2024, and after deducting 34,843,324 shares currently held in the Company’s special securities account for repurchase, a cash dividend of RMB0.75 (inclusive of tax) for every 10 shares will be distributed to A Shareholders and H Shareholders who are registered on the record date, with a total cash dividend of RMB634,635,147.60 will be distributed, accounting for 30.06% of the net profit attributable to the owners of the parent company on a consolidated basis for the first half of 2024.

2. Cash dividend of the Company will be denominated and declared in RMB, and paid in RMB to A Shareholders and in Hong Kong dollars to H Shareholders. The actual amounts of distribution in Hong Kong dollars will be calculated based on the average benchmark exchange rates of RMB to Hong Kong dollars published by the People’s Bank of China for the five working days prior to the date of the Company’s EGM.

Subject to consideration and approval of the 2024 Interim Profit Distribution Plan at the EGM, the Company will distribute cash dividends within two months from the date of the EGM. In the event of changes in the total share capital of the Company before the record date of implementation of the above equity distribution, the Company intends to keep the dividend rate unchanged, and adjust the total distribution amount accordingly.

EGM

The EGM will be held at Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the PRC on Wednesday, October 16, 2024 at 2:00 p.m. The notice of the EGM is set out on pages 7 to 9 of this circular.

The register of members of H Shares of the Company will be closed from Thursday, October 10, 2024 to Wednesday, October 16, 2024 (both days inclusive), during which time no transfers of H Shares will be effected. Holders of H Shares who have submitted their transfer documents 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 Wednesday, October 9, 2024 are entitled to attend and vote in respect of the resolution to be proposed at the EGM. In order to attend the EGM, holders of H Shares should ensure that all transfer documents, accompanied by the relevant H Share certificates, are lodged with the H Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:30 p.m. on Wednesday, October 9, 2024.

The form of proxy for the EGM has been distributed to the Shareholders who have indicated their wish to receive a printed copy on Friday, September 20, 2024 and has also been published on the HKEXnews website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company’s website (www.dfzq.com.cn).

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LETTER FROM THE BOARD

To be valid, for holders of H Shares, the form of proxy and notarized power of attorney or other document of authorization must be delivered to the H Share Registrar not less than 24 hours before the time appointed for the EGM (i.e. before 2:00 p.m. on Tuesday, October 15, 2024). 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. Therefore, voting for the resolution 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 resolution and therefore no Shareholder is required to abstain from voting in respect of the above resolution 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 Board considers that the proposed resolution is 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 resolution in the notice of the EGM as annexed to this circular at the EGM.

Yours faithfully, By Order of the Board JIN Wenzhong Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 03958)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 first 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 Wednesday, October 16, 2024 at 2:00 p.m. for the following purposes:

ORDINARY RESOLUTION

1. To consider and approve the resolution in relation to the 2024 Interim Profit Distribution Plan.

By order of the Board of Directors JIN Wenzhong Chairman

Shanghai, the PRC September 20, 2024

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. ELIGIBILITY FOR ATTENDING THE EXTRAORDINARY GENERAL MEETING AND DATE OF REGISTRATION FOR HOLDERS OF H SHARES

The register of members of H Shares of the Company will be closed from Thursday, October 10, 2024 to Wednesday, October 16, 2024 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as shareholders on the register of members of H Shares of the Company before 4:30 p.m. on Wednesday, October 9, 2024 are entitled to attend and vote in respect of the resolution 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 Wednesday, October 9, 2024.

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/her/their 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/her/their attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.

To be valid, for holders of H Shares, the form of proxy and notarized power of attorney or other document of authorization must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the Extraordinary General Meeting (i.e. before 2:00 p.m. on Tuesday, October 15, 2024).

3. REGISTRATION PROCEDURES FOR ATTENDING THE EXTRAORDINARY GENERAL MEETING

A shareholder or his/her/their 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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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.

• (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 department: Office of the Board Telephone No.: 86 (21)6332 6373 Facsimile No.: 86 (21)6332 6010 Contact Person: Mr. WU Yibo

• (4) Please refer to the circular of the Company in relation to the Extraordinary General Meeting to be dispatched in due course for details of the resolution to be proposed at the Extraordinary General Meeting for consideration and approval.

As at the date of this notice, the Board of Directors comprises Mr. JIN Wenzhong, Mr. GONG Dexiong and Mr. LU Weiming as executive Directors; Mr. YU Xuechun, Mr. ZHOU Donghui, Ms. LI Yun, Mr. REN Zhixiang and Ms. ZHU Jing as non-executive Directors; and Mr. WU Hong, Mr. FENG Xingdong, Mr. LUO Xinyu, Mr. CHAN Hon and Mr. ZHU Kai as independent non-executive Directors.

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