DFZQ — Regulatory Filings 2021

Dec 20, 2021

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 announcement, 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 announcement.

(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)

ANNOUNCEMENT ON EXPIRY OF LOCK-UP PERIOD OF THE COMPANY’S EMPLOYEE STOCK OWNERSHIP PLAN OF H SHARES

References are made to the announcement on proposed adoption of the Employee Stock Ownership Plan and the notice of 2020 first extraordinary general meeting of 東方證券股份有限公司 (the “ Company ”) dated June 17, 2020, the circular of 2020 first extraordinary general meeting dated June 24, 2020 (the “ Circular ”), the announcement on poll results of 2020 first extraordinary general meeting held on July 13, 2020 dated July 13, 2020 and the overseas regulatory announcement on the completion of purchase of H Shares under the Employee Stock Ownership Plan of H Shares of 東方證券股份有限公司 dated December 24, 2020, in relation to, among others, the Company’s Employee Stock Ownership Plan of H Shares (the “ ESOP ”). Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Circular.

The lock-up period of the Subject Shares purchased under the ESOP shall be 12 months, which will be expired on December 24, 2021. The relevant information of the ESOP is announced as follows:

I. SHAREHOLDINGS UNDER THE ESOP

Through “DFZQ ESOP Single Asset Management Scheme No. 1” and “DFZQ ESOP Single Asset Management Scheme No. 2”, the ESOP acquired a total of 65,906,800 H shares of the Company in the secondary market, accounting for 0.942% of the total share capital of the Company and 6.417% of the H share capital of the Company, at total consideration of RMB0.30 billion, and the remaining fund will be used for liquidity management. The lock-up period of the Subject Shares purchased under the ESOP shall be 12 months with effect from the date on which the Company announces that the latest purchased Subject Shares are transferred and registered, and will be expired on December 24, 2021.

II. SUBSEQUENT ARRANGEMENTS UPON EXPIRY OF THE LOCK-UP PERIOD OF THE ESOP

Upon expiry of the lock-up period of the Company’s Shares held under the ESOP, the Asset Management Agency of the ESOP will decide whether to sell the shares at the discretion of the holders of the ESOP.

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III. DEALING RESTRICTION OF THE ESOP

According to relevant requirements of the Guidance on the Pilot Implementation of Employee Stock Ownership Plan by Listed Companies (《關於上市公司實施員工持股計劃試點的指導意見》 and other relevant laws and regulations and the the Employee Stock Ownership Plan of 東方證券 股份有限公司 , no shares of the Company shall be traded under the ESOP during the following periods:

1. The period starting from 60 days prior to the convening of the Company’s board meeting for the consideration of annual report to the date of disclosure of the annual report (both days inclusive);

2. The period starting from 30 days prior to the convening of the Company’s board meeting for the consideration of quarterly or interim report to the date of disclosure of the quarterly or interim report (both days inclusive);

3. 10 days prior to the release of the Company’s results warning or preliminary report (both days inclusive);

Trading of the Company’s shares is prohibited during the periods referred to in items 1 to 3 above, which include the extended period for release of the Company’s results announcement;

1. The period starting from the date when a material event, which may significantly affect the Company’s share price, occurs or is in the process of decision-making to 2 trading days after the event being disclosed in accordance with laws;

2. Other periods stipulated by relevant laws, regulations and rules applicable to the Company and the requirements of the CSRC, the SFC and the stock exchanges at the places where the securities of the Company are listed.

IV. TERM AND TERMINATION OF THE ESOP

The term of the ESOP shall be 5 years with effect from the date on which the ESOP is considered and approved at the shareholders’ general meeting of the Company (i.e. July 13, 2020). The term of the ESOP can be extended upon approval at a Holders’ Meeting of the ESOP and consideration and approval by the Board of the Company. The ESOP shall be automatically terminated if the term of the ESOP is not effectively extended upon expiration.

By order of the Board of Directors JIN Wenzhong Chairman

Shanghai, PRC December 20, 2021

As at the date of this announcement, the Board of Directors comprises Mr. SONG Xuefeng and Mr. JIN Wenzhong as executive Directors; Mr. YU Xuechun, Mr. LIU Wei, Mr. ZHOU Donghui, Mr. CHENG Feng, Mr. REN Zhixiang and Ms. ZHU Jing as non-executive Directors; and Mr. XU Zhiming, Mr. JIN Qinglu, Mr. WU Hong, Mr. FENG Xingdong and Mr. LUO Xinyu as independent non-executive Directors.

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