DFZQ — Proxy Solicitation & Information Statement 2021

Jun 29, 2021

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 AMENDMENTS TO THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY PROPOSED ABSORPTION OF AND MERGER WITH ORIENT SECURITIES INVESTMENT BANKING CO., LTD., A WHOLLY-OWNED SUBSIDIARY PROPOSED CHANGE OF BUSINESS SCOPE OF THE COMPANY AND NOTICE OF THE 2021 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, July 20, 2021 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 Tuesday, June 22, 2021 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, July 19, 2021), 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.

June 30, 2021

TABLE OF CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1
ANNEX I – T ABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF
RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE
AND AFTER AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
ANNEX II – R ESOLUTION ON THE COMPANY’S ABSORPTION OF AND
MERGER WITH ORIENT SECURITIES INVESTMENT BANKING
CO., LTD., A WHOLLY-OWNED SUBSIDIARY. . . . . . . . . . . . . . . . . . .	II-1
ANNEX III – T ABLE OF COMPARISON OF BUSINESS SCOPE OF THE COMPANY
BEFORE AND AFTER CHANGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-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 2021 second extraordinary general meeting to be held at Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the PRC on Tuesday, July 20, 2021 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” June 24, 2021, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication “Orient Investment Banking” Orient Securities Investment Banking Co., Ltd., a wholly-owned established by 東方證券股份有限公司

“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

“Shareholder(s)” he shareholder(s) of the Company, including holder(s) of H Shares and holder(s) of A Shares

– 2 –

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. SONG Xuefeng Mr. JIN Wenzhong (Chairman, President)

Non-executive Directors:

Mr. YU Xuechun Mr. LIU Wei Mr. ZHOU Donghui Mr. CHENG Feng Mr. REN Zhixiang Ms. ZHU Jing (Employee 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 Zhiming Mr. JIN Qinglu Mr. WU Hong Mr. FENG Xingdong Mr. LUO Xinyu

June 30, 2021

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, an ordinary resolution will be proposed to consider and approve the resolution in relation to the amendments to the Management Measures of Related-party Transactions of the Company; and special resolutions will be proposed to consider and approve (i) the resolution on absorption of and merger with Orient Securities Investment Banking Co., Ltd., a wholly-owned subsidiary; and (ii) the resolution on change of business scope of the Company.

– 3 –

LETTER FROM THE BOARD

ORDINARY RESOLUTION

I. Proposed Amendments to the Management Measures of Related-party Transactions of the Company

In order to further improve corporate governance, clarify the management department, coordinating department and the corresponding division of responsibilities of the related-party transactions of the Company, the Company proposed to make amendments to the Management Measures of Related-party Transactions of the Company according to the relevant requirements of latest laws, regulations, rules and normative documents and based on the actual situation of operation and management of the Company. For details of the amendments, please refer to Annex I to this circular.

The aforesaid resolution was considered and approved by the Board on June 21, 2021 and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution. The aforesaid amendments to the Management Measures of Related-party Transactions of the Company will become effective after being considered and approved at the EGM of the Company.

SPECIAL RESOLUTIONS

II. Proposed Absorption of and Merger with Orient Securities Investment Banking Co., Ltd., a Wholly-owned Subsidiary

Reference is made to the Company’s announcement dated June 21, 2021 in relation to the absorption of and merger with Orient Securities Investment Banking Co., Ltd., a wholly-owned subsidiary.

In order to further integrate resources, improve efficiency and effectively enhance the capabilities of business development and comprehensive customer services, the Company proposed to absorb and merge with Orient Investment Banking, a wholly-owned subsidiary of the Company engaged in investment banking business. For details of the resolution, please refer to Annex II to this circular.

The aforesaid resolution was considered and approved by the Board on June 21, 2021 and is hereby proposed at the EGM for consideration and approval by way of a special resolution. The aforesaid resolution will become effective after being considered and approved at the EGM of the Company.

III. Proposed Change of Business Scope of the Company

The Company proposed to merge with Orient Investment Banking, a wholly-owned subsidiary of the Company engaged in investment banking business, by way of absorption and merger. Upon completion of the merger, the Company will survive and continue to operate, and the legal person status of Orient Investment Banking will be cancelled according to relevant laws. Therefore, upon completion of the absorption and merger, the business scope of the Company will be changed accordingly.

– 4 –

LETTER FROM THE BOARD

Upon approval at the EGM on the change of business scope, the management of the Company will, under the authority of the EGM, go through the approval, filing and other relevant procedures for the aforesaid change of business scope in accordance with relevant laws and regulations or make relevant adjustments in accordance with the regulatory requirements, and handle other relevant matters such as amendments to the Articles of Association and renewal of the Securities and Futures Business License in relation to change of business scope of the Company. For details of the change of business scope, please refer to Annex III to this circular.

The aforesaid resolution was considered and approved by the Board on June 21, 2021 and is hereby proposed at the EGM for consideration and approval by way of a special resolution. The aforesaid change of business scope of the Company will become effective after being considered and approved at the EGM of the Company.

EGM

The EGM will be held at Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the PRC on Tuesday, July 20, 2021 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 Thursday, July 15, 2021 to Tuesday, July 20, 2021 (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 Wednesday, July 14, 2021 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 Wednesday, July 14, 2021.

The form of proxy for the EGM has been distributed on Tuesday, June 22, 2021 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, July 19, 2021). 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.

– 5 –

LETTER FROM THE BOARD

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 Board considers 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 III in this circular.

Yours faithfully, By Order of the Board JIN Wenzhong Chairman

– 6 –

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 2021 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 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, July 20, 2021 at 2:00 p.m. for the following purposes:

ORDINARY RESOLUTION

1. To consider and approve the resolution in relation to the amendments to the Management Measures of Related-party Transactions of the Company.

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on absorption of and merger with Orient Securities Investment Banking Co., Ltd., a wholly-owned subsidiary.

2. To consider and approve the resolution on change of business scope of the Company.

By order of the Board JIN Wenzhong Chairman

Shanghai, PRC June 22, 2021

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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 Thursday, July 15, 2021 to Tuesday, July 20, 2021 (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 Wednesday, July 14, 2021 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 Wednesday, July 14, 2021.

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, July 19, 2021).

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 regarding the Extraordinary General Meeting to be despatched by the Company in due course.

As at the date of this notice, 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.

– EGM-3 –

ANNEX I TABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE AND AFTER AMENDMENTS

TABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE AND AFTER AMENDMENTS

Before amendments	After amendments	Basis of amendments
Article 6A legal person or other organization is a related legal person of the Company under the Listing Rules of the Shanghai Stock Exchange under one of the following circumstances: (i) a legal person or other organization that directly or indirectly controls the Company; ...... If the Company and the entity listed in item (ii) of this Article are controlled b y t h e s a m e s t a t e - o w n e d a s s e t administration, it does not constitute a related relationship, except where thechairman , president or more than half of the directors of the entity are also directors, supervisors or senior management of the Company.	Article 6A legal person or other organization is a related legal person of the Company under the Listing Rules of the Shanghai Stock Exchange under one of the following circumstances: (i) a legal person or other organization that directly or indirectly controls the Company; ...... If the Company and the entity listed in item (ii) of this Article are controlled b y t h e s a m e s t a t e - o w n e d a s s e t administration, it does not constitute a related relationship, except where the legal representative ,president or more than half of the directors of the entity are also directors, supervisors or senior management of the Company.	R u l e 1 0 . 1 . 4 o f the Listing Rules of the Shanghai Stock Exchange

– I-1 –

ANNEX I TABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE AND AFTER AMENDMENTS

Before amendments	Before amendments	After amendments	Basis of amendments
Article 9Connected personsas defined in the Hong Kong Listing Rules include: (i) ...... The associates of the connected persons mentioned in this Article include: (i) if the connected person is an individual: (1) ...... (4) a person cohabiting with him as a spouse, or his child, step-child, p a r e n t , s t e p p a r e n t , b r o t h e r , step-brother, sister or step-sister (each a “family member”);or (5) a company held, directly or indirectly, by the family members (individually or together), or held by the family members together with the individual, his immediate family members and/or the trustees who can exercise or control the exercise of more than 50% of the voting power or control the composition of a majority of the board of directors of such company, or any of its subsidiaries.	as defined	Article 9 Under the Hong Kong Listing Rules, subject to the exceptions set out therein, connected personsof the Company normally include: (i) ...... The associates of the connected persons mentioned in this Article include: (i) if the connected person is an individual: (1) ...... (4) a person cohabiting with him as a spouse, or his child, step-child, p a r e n t , s t e p p a r e n t , b r o t h e r , step-brother, sister or step-sister (each a “family member”); (5) a company held, directly or indirectly, by the family members (individually or together), or held by the family members together with the individual, his immediate family members and/or the trustees who can exercise or control the exercise of more than 50% of the voting power or control the composition of a majority of the board of directors of such company, or any of its subsidiaries; and	Rule 14A.15 of the Hong Kong Listing Rules

– I-2 –

ANNEX I TABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE AND AFTER AMENDMENTS

Before amendments		After amendments	Basis of amendments
(ii) if the connect person is a company (i.e. a substantial corporrate sharesholder): (1) ...... (2) the trustees, acting in their capacity as trustees of any trust of which the company is a beneficiary or, in the case of a discretionary trust, is (to its knowledge) a discretionary object (the “trustees”);or (3) a 30%-controlled company held, directly or indirectly, by the company, the companies referred to in (1) above, and/or the trustees (individually or together), or any of its subsidiaries.	(6)	if the connected person, his
	(ii) (1) (2) (3)	immediate family members and/
		or the trustees together directly
		or indirectly hold 30% (or other
		percentage ratio that would trigger
		a mandatory general offer or
		establish legal or management
		control over a business enterprise
		under the PRC law) or more in
		the capital or assets contributions
		or of a cooperative or contractual
		joint venture (whether or not it
		is a separate legal entity) or the
		contractual share of its profits or
		other income, the joint venture
		partner of such joint venture is an
		associate of such connected person.
		if the connect person is a company (i.e. a substantial corporrate sharesholder): ...... the trustees, acting in their capacity as trustees of any trust of which the company is a beneficiary or, in the case of a discretionary trust, is (to its knowledge) a discretionary object (the “trustees”); a 30%-controlled company held, directly or indirectly, by the company, the companies referred to in (1) above, and/or the trustees (individually or together), or any of its subsidiaries; and

– I-3 –

ANNEX I TABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE AND AFTER AMENDMENTS

Before amendments		After amendments	Basis of amendments
	(4)	if the connected person, its related
		company and/or the trustees
		together directly or indirectly hold
		30% (or other percentage ratio
		that would trigger a mandatory
		general offer or establish legal
		or management control over a
		business enterprise under the PRC
		law) or more in the capital or assets
		contributions or of a cooperative or
		contractual joint venture (whether
		or not it is a separate legal entity)
		or the contractual share of its
		profits or other income, the joint
		venture partner of such joint
		venture is an associate of such
		connected person.
	Chapter 5 Management of Related-party Transactions
	Article 23 The board’s office shall		T h e a c t u a l situation of the Company
	be responsible for coordinating the
	management of related-party transactions
	of the Company, and the departments
	or subsidiaries initiating related-party
	transactions, compliance and legal
	management department, planning finance
	management department, system research
	and development department and audit
	department shall assume their respective
	responsibilities to cooperate in the
	management of related-party transactions
	of the Company.

– I-4 –

ANNEX I TABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE AND AFTER AMENDMENTS

Before amendments	After amendments	Basis of amendments
	The board’s office is mainly responsible
	for collecting and updating the list of
	related parties (all relevant departments
	and subsidiaries of the Company shall
	actively cooperate with the board’s
	o f f i c e t o p r o v i d e i n f o r m a t i o n o n
	related parties); reviewing whether the
	relevant matters constitute related-party
	transactions, arranging for consideration
	of related-party transactions by the board
	and the shareholders’general meeting;
	being responsible for the disclosure of
	information on related-party transactions;
	and formulating relevant rules for the
	management of related-party transactions.
	The department or subsidiary initiating
	related-party transaction shall make
	preliminary identification on whether such
	transaction constitutes a related-party
	transaction and review the necessity,
	reasonableness and fairness of the pricing
	of related-party transaction. The compliance and legal management
	department is responsible for reviewing
	the compliance of relevant matters of
	related-party transaction, conducting legal
	review of the terms of agreement of the
	related-party transaction, and providing
	compliance consultation and necessary
	legal support.

– I-5 –

ANNEX I TABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE AND AFTER AMENDMENTS

Before amendments	After amendments	Basis of amendments
	The planning finance management
	department is mainly responsible for
	completing special supervisory reports on
	related parties, disclosure of related-party
	transactions in the financial sections of
	regular reports, and other statistical work
	on data of related-party transactions. The system research and development
	department is mainly responsible for
	providing technical research development
	and support for related-party transaction
	management in the relevant systems based
	on the needs of regulatory authorities and
	relevant departments of the Company. The audit department is responsible
	for including significant related-party
	transactions in the scope of audit,
	conducting audit work, providing audit
	opinions and recommendations, and
	supervising relevant departments to carry
	out rectification of problems identified in
	the audit.

– I-6 –

ANNEX I TABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE AND AFTER AMENDMENTS

Before amendments	After amendments	Basis of amendments
	Article 24 The person in charge of	T h e a c t u a l situation of the Company
	each department of the Company as
	well as each branch and subsidiary shall
	be the first person responsible for the
	related-party transactions conducted
	by their respective department and
	companies, and shall designate a
	person as the designated contact person
	to be responsible for the reporting
	and statistical work of related-party
	transactions conducted by his or her
	department and company. All departments of the Company and all
	branches and subsidiaries shall carefully
	review the list of related parties before
	conducting related-party transaction,
	and if it constitutes a related-party
	transaction, it shall be reported to the
	board’s office and go through necessary
	approval procedures before conducting
	the transaction.
A r t i c l e 2 8 E x c e p t w h e r e t h e requirements of Article29 or Article 30 are met, the Company shall comply with the reporting, announcement and independent shareholders’ approval r e q u i r e m e n t s w h e n e n t e r i n g i n t o related-party transactions under the Hong Kong Listing Rules. ......	A r t i c l e 3 0 E x c e p t w h e r e t h e requirements of Article31 or Article32 or the exemptions under the Hong Kong	Added according to the Hong Kong Listing Rules (and other exemptions)
	Listing Rules are met, the Company shall comply with the reporting, announcement and independent shareholders’ approval r e q u i r e m e n t s w h e n e n t e r i n g i n t o related-party transactions under the Hong Kong Listing Rules. ......

– I-7 –

ANNEX I TABLE OF COMPARISON OF THE MANAGEMENT MEASURES OF RELATED-PARTY TRANSACTIONS OF THE COMPANY BEFORE AND AFTER AMENDMENTS

Before amendments	After amendments	After amendments	Basis of amendments
Chapter9 Miscellaneous	Chapter10 Miscellaneous Article 61If the Company's headquarter		T h e a c t u a l situation of the Company
	departments, branches, subsidiaries and
	related parties violate the provisions
	of these measures, they will be held
	accountable according to relevant
	regulations of the Company depending
	on the seriousness of the situation by the
	Company.
A r t i c l e 6 3 T h e s e m e a s u r e s a r e formulated by the board, and upon approval at the general meeting, these rules shall become effective on the date of listing of the H shares issued by the Company on the Hong Kong Stock Exchange. The existing Management Measures of Related-party Transactions of Orient Securities Company Limited shall lapse at the same time.	A r t i c l e 6 6 T h e s e m e a s u r e s a r e formulated by the board, andshall become effective upon approval at the general meeting. The existing Management Measures of Related-party Transactions of Orient Securities Company Limited shall lapse at the same time.	a s u r e s a r e shall become	T h e a c t u a l situation of the Company
Changes in the order of articles caused by the addition of new articles will be adjusted based on actual situation.

– I-8 –

ANNEX II RESOLUTION ON THE COMPANY’S ABSORPTION OF AND MERGER WITH ORIENT SECURITIES INVESTMENT BANKING CO., LTD., A WHOLLY‑OWNED SUBSIDIARY

RESOLUTION ON ABSORPTION OF AND MERGER WITH ORIENT SECURITIES INVESTMENT BANKING CO., LTD., A WHOLLY-OWNED SUBSIDIARY

To Shareholders:

In order to further integrate resources, improve efficiency and effectively enhance the capabilities of business development and comprehensive customer services, the Company proposes to absorb and merge with Orient Investment Banking, a wholly-owned subsidiary of the Company engaged in investment banking business (the “ Absorption and Merger ”), and the relevant matters are explained and submitted for consideration as follows:

I. PURPOSE AND MEANING OF THE ABSORPTION AND MERGER

The Company's new strategic plan proposes that it will build a corporate finance business cluster with focus on investment banking business and improve the comprehensive financial service system covering the whole industry chain. After comprehensive consideration and research, the Company’s proposed absorption of and merger with Orient Investment Banking:

1. is conducive to solving the problem of splitting the investment banking business licenses. Due to the previous joint ventures of the Company's investment banking business, the Company's actual operation conditions and other factors, business licenses have been splited between the investment banking business operated by the Company and Orient Investment Banking. In particular, the scope of the Company's investment banking business is securities underwriting (only including government bonds such as treasury bonds, local municipal bonds, financial bonds of policy banks, financing products governed by National Association of Financial Market Institutional Investors (including but not limited to debt financing instruments of non-financial institutions)), while the scope of investment banking business of Orient Investment Banking is the underwriting and sponsoring of securities (excluding government bonds such as treasury bonds, local municipal bonds, financial bonds of policy banks, financing products governed by National Association of Financial Market Institutional Investors (including but not limited to debt financing instruments of non-financial institutions)). The above-mentioned business segmentation is not conducive to the provision of comprehensive investment banking services to customers.

2. is conducive to solving the constraint of liquidity risk indicators on the development of investment banking business. Orient Investment Banking operates as a subsidiary with limited registered capital, and the operation of its investment banking business is constrained by low liquidity risk and other indicators.

3. is conducive to enhancing the operational efficiency of development of investment banking business. After the Absorption and Merger, the internal management and decision-making efficiency of the investment banking business will be effectively improved, which may facilitate the overall development of the Company's investment banking business.

– II-1 –

ANNEX II RESOLUTION ON THE COMPANY’S ABSORPTION OF AND MERGER WITH ORIENT SECURITIES INVESTMENT BANKING CO., LTD., A WHOLLY‑OWNED SUBSIDIARY

II. PARTIES TO THE ABSORPTION AND MERGER

(i) Merging party: DFZQ

Company name

Orient Securities Company Limited

Unified social credit code 913100001322947763

Type of company

Joint stock company with limited liability (listed sino-foreign joint venture)

Registered capital RMB6,993,655,803 Legal representative Jin Wenzhong Date of establishment December 10, 1997

Term of business operation

Long-term

Domicile

Orient Securities Building, No. 119 South Zhongshan Road, Huangpu District, Shanghai

Business scope

Securities brokerage; margin financing and securities lending; securities investment advisory; financial advisory related to securities trading and securities investing activities; proprietary trading of securities; proxy sale of securities investment funds; intermediary introduction business for futures companies; proxy sale of financial products; securities underwriting (only including government bonds such as treasury bonds, local municipal bonds, financial bonds of policy banks, financing products governed by National Association of Financial Market Institutional Investors (including but not limited to debt financing instruments of non-financial institutions)); stock options market-making business and custodian business for securities investment funds. For items subject to approval pursuant to laws, its operations could only be commenced upon approval by relevant authorities

– II-2 –

ANNEX II RESOLUTION ON THE COMPANY’S ABSORPTION OF AND MERGER WITH ORIENT SECURITIES INVESTMENT BANKING CO., LTD., A WHOLLY‑OWNED SUBSIDIARY

(ii) Merged party: Orient Investment Banking

1. Basic information

Company name Orient Securities Investment Banking Co., Ltd.

Unified social credit code 913100007178330852

Type of company Limited liability company (solely invested by a corporation that is invested or controlled by a non-natural person)

Registered capital RMB800,000,000

Legal representative Ma Ji Date of establishment June 4, 2012 Term of business June 3, 2022 operation

Domicile 24/F, No. 318 South Zhongshan Road, Huangpu District, Shanghai

Business scope Underwriting and sponsoring of securities (excluding government bonds such as treasury bonds, local municipal bonds, financial bonds of policy banks, financing products governed by National Association of Financial Market Institutional Investors (including but not limited to debt financing instruments of non-financial institutions)); other business approved by the CSRC. For items subject to approval pursuant to laws, its operations could only be commenced upon approval by relevant authorities

2. Financial position

Deloitte Touche Tohmatsu Certified Public Accountants audited the financial statements of Orient Investment Banking as of December 31, 2020 and issued an unqualified audit report (De Shi Bao (Shen) Zi (21) No. P01978). As of December 31, 2020, Orient Investment Banking had audited total assets of RMB2,599,190.8 thousand, total liabilities of RMB1,048,107.5 thousand and total owner's equity of RMB1,551,083.2 thousand, and achieved operation revenue of RMB1,036 million and net profit of RMB79 million in 2020.

– II-3 –

ANNEX II RESOLUTION ON THE COMPANY’S ABSORPTION OF AND MERGER WITH ORIENT SECURITIES INVESTMENT BANKING CO., LTD., A WHOLLY‑OWNED SUBSIDIARY

III. METHOD, SCOPE AND RELATED ARRANGEMENTS OF THE ABSORPTION AND MERGER

1. The Company proposes to merge all assets, liabilities, business and employees of Orient Investment Banking by way of absorption and merger. Upon completion of the Absorption and Merger, all assets of Orient Investment Banking, including but not limited to fixed assets, current assets, customer agreements, will be merged into the Company, all creditors’ rights and liabilities of Orient Investment Banking will be assumed by the Company, all employees of Orient Investment Banking will be accepted and managed by the Company, the status of independent legal person of Orient Investment Banking will be cancelled, and former branches of Orient Investment Banking will become branches of the Company after approval by or filing with relevant regulatory authorities.

2. The Absorption and Merger does not involve any change in the registered capital or shareholders of the Company.

3. The record date of the Absorption and Merger is December 31, 2020, and the Absorption and Merger shall be conducted based on the audited financial data of the Company and Orient Investment Banking on the record date.

4. The gains and losses incurred during the period from the record date to the completion date of the Absorption and Merger shall be enjoyed and borne by the Company.

5. Both parties to the Absorption and Merger shall prepare balance sheets and property lists, conduct corresponding audits and appraisals (if required), and fulfill the procedures of notifying creditors and publishing announcements in newspapers.

6. Both parties to the Absorption and Merger shall jointly go through the procedures for the approval of the securities regulatory authorities, the approval of the state-owned assets administrations and the filing and appraisal (if required) in relation to the Absorption and Merger.

7. All assets of Orient Investment Banking will be delivered to the Company, and both parties to the Absorption and Merger will jointly go through the procedures of asset transfer and registration of change of ownership of relevant assets.

8. Once the Absorption and Merger is approved at the shareholders' general meeting of the Company, both parties to the Absorption and Merger will sign the Absorption and Merger Agreement and proceed with the deregistration procedures of Orient Investment Banking and other relevant matters as soon as possible after obtaining the approval of the state-owned assets administrations (if required) and securities regulatory authorities.

– II-4 –

ANNEX II RESOLUTION ON THE COMPANY’S ABSORPTION OF AND MERGER WITH ORIENT SECURITIES INVESTMENT BANKING CO., LTD., A WHOLLY‑OWNED SUBSIDIARY

IV. IMPACT OF THE ABSORPTION AND MERGER ON THE COMPANY

1. Upon completion of the Absorption and Merger, the problem of splitting of investment banking business licenses of the Company will be solved, which is conducive to fully utilizing the advantages of comprehensive licenses, improving the efficiency of business development, and thus enhancing the Company's comprehensive financial services.

2. Upon completion of the Absorption and Merger, it can effectively solve the impact and constraints of liquidity risk and other indicators on carrying out investment banking business when Orient Investment Banking operates as a subsidiary.

3. Upon completion of the Absorption and Merger, the Company's investment banking business will operate as a department as a whole, and the management and decision-making efficiency will be effectively enhanced, which is conducive to facilitating the overall development of the Company's investment banking business.

4. As Orient Investment Banking is a wholly-owned subsidiary of the Company, the Absorption and Merger will not have a material impact on the current profit or loss in the Company's consolidated statements and will not have a significant impact on the assets and liabilities within the scope of the Company's consolidated statements.

In view of the above, it is proposed to the shareholders' general meeting to consider and approve the matters related to the Absorption and Merger of Orient Investment Banking, a wholly-owned subsidiary of the Company (including the method, scope and related arrangements), and authorize the management of the Company to handle all matters related to the Absorption and Merger, including but not limited to the audit, appraisal (if necessary), approval or filing, signing of the Absorption and Merger Agreement, transfer of assets and change of ownership and business registration in relation to the Absorption and Merger.

The above resolution is submitted to the shareholders for consideration.

Appendix: Independent Opinion of Independent Directors of Orient Securities Company Limited on the Absorption and Merger of a Wholly-owned Subsidiary

According to the Articles of Association, the Independent Director System of Orient Securities Company Limited and other relevant requirements, as the independent directors of the Company, after reviewing and understanding relevant information, based on the principle of objectivity and impartiality, and based on our independent judgment, we express our independent opinion on the absorption and merger of Orient Investment Banking, a wholly-owned subsidiary of the Company, as follows:

– II-5 –

ANNEX II RESOLUTION ON THE COMPANY’S ABSORPTION OF AND MERGER WITH ORIENT SECURITIES INVESTMENT BANKING CO., LTD., A WHOLLY‑OWNED SUBSIDIARY

The Absorption and Merger of Orient Investment Banking by the Company is conducive to solving the problem of splitting of investment banking business licenses, fully utilizing the advantages of comprehensive licenses, solving the constraints of liquidity and other indicators on development of investment banking business, enhancing the management and decision-making efficiency, facilitating the overall development of the Company's investment banking business, and thus enhancing the Company's comprehensive financial services. As Orient Investment Banking is a wholly-owned subsidiary of the Company, the Absorption and Merger will not have a material impact on the current profit or loss in the Company's consolidated statements, will not have a significant impact on the assets and liabilities within the scope of the Company's consolidated statements, and will not jeopardize the legitimate rights and interests of the Company and its shareholders. The procedures of the Board in considering the Absorption and Merger are in compliance with the requirements of relevant laws and regulations and the Articles of Association.

Accordingly, we agree with the Absorption and Merger and agree to submit the relevant matters to the shareholders' general meeting for consideration.

Independent directors: XU Zhiming, JIN Qinglu, WU Hong, FENG Xingdong, LUO Xinyu

Date: June 21, 2021

– II-6 –

ANNEX III TABLE OF COMPARISON OF BUSINESS SCOPE OF THE COMPANY BEFORE AND AFTER CHANGE

TABLE OF COMPARISON OF BUSINESS SCOPE OF THE COMPANY BEFORE AND AFTER CHANGE

	Current business scope		Business scope after change
DFZQ:		DFZQ:

Securities brokerage; margin financing and Securities brokerage; margin financing and securities lending; securities investment advisory; securities lending; securities investment advisory; financial advisory related to securities trading and financial advisory related to securities trading and securities investing activities; proprietary trading securities investing activities; proprietary trading of securities; proxy sale of securities investment of securities; proxy sale of securities investment funds; intermediary introduction business for funds; intermediary introduction business for futures companies; proxy sale of financial products; futures companies; proxy sale of financial products; securities underwriting (only including government securities underwriting and sponsoring; stock bonds such as treasury bonds, local municipal options market-making business and custodian bonds, financial bonds of policy banks, financing business for securities investment funds. For items products governed by National Association of subject to approval pursuant to laws, its operations Financial Market Institutional Investors (including could only be commenced upon approval by but not limited to debt financing instruments relevant authorities of non-financial institutions)); stock options market-making business and custodian business for securities investment funds. For items subject to approval pursuant to laws, its operations could only be commenced upon approval by relevant authorities

Orient Investment Banking:

Underwriting and sponsoring of securities (excluding government bonds such as treasury bonds, local municipal bonds, financial bonds of policy banks, financing products governed by National Association of Financial Market Institutional Investors (including but not limited to debt financing instruments of non-financial institutions)); other business approved by the CSRC. For items subject to approval pursuant to laws, its operations could only be commenced upon approval by relevant authorities

– III-1 –