DFZQ — Proxy Solicitation & Information Statement 2025

Sep 25, 2025

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.

东方证券
—DFZQ—

(A joint stock company incorporated in the People's Republic of China with limited liability under the Chinese corporate name “东方证券股份有限公司” 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 2025 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 Multi-Purpose Function Room, 7/F, No. 119 South Zhongshan Road, Shanghai, the People's Republic of China (the "PRC") on Friday, October 24, 2025 at 2:00 p.m. for the following purposes:

SPECIAL RESOLUTION

1. To consider and approve the resolution on the amendments to the Articles of Association and its annexes.

ORDINARY RESOLUTIONS

1. To consider and approve the resolutions on the Company's Governance-related Systems:

2.01 To consider and approve the resolution on the amendments to the Management Measures of Related-Party Transactions of the Company;

2.02 To consider and approve the resolution on the amendments to the Management Measures of Proceeds from Fund-Raising Activities of the Company;

2.03 To consider and approve the resolution on the amendments to the Measures to Manage External Guarantees of the Company;

2.04 To consider and approve the resolution on the amendments to the Implementation Rules of Online Voting at the General Meeting of the Company;

2.05 To consider and approve the resolution on the amendments to the Independent Director Policy of the Company;

2.06 To consider and approve the resolution on the amendments to the Rules of Appraisal and Remuneration Management of Directors of the Company.

1. To consider and approve the resolution on the election of a non-executive Director and a member of the audit committee of the Company.

By order of the Board of Directors

GONG Dexiong

Chairman

Shanghai, the PRC

September 26, 2025

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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 Monday, October 20, 2025 to Friday, October 24, 2025 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as shareholders on the register of members of H Shares of the Company before 4:30 p.m. on Friday, October 17, 2025 are entitled to attend and vote in respect of the 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 Friday, October 17, 2025.

1. 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 Thursday, October 23, 2025).

1. 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 resolutions of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.

1. 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. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury shares are required to abstain from voting on matters approved by shareholders at general meetings of the Company.

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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.

(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 resolutions to be proposed at the Extraordinary General Meeting for consideration and approval.

As at the date of this notice, the Board of Directors comprises Mr. GONG Dexiong, Mr. LU Weiming and Mr. LU Dayin as executive Directors; Mr. YANG Bo, Mr. SHI Lei, Ms. LI Yun, Mr. XU Yongmiao, Mr. REN Zhixiang and Mr. SUN Weidong 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.