Everbright Securities Company Limited — Proxy Solicitation & Information Statement 2016

Aug 29, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about 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 adviser.

If you have sold or transferred all your shares in Everbright Securities Company Limited , you should at once hand this circular, together with the enclosed form of proxy and reply slip, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

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(1) APPOINTMENT OF EXTERNAL AUDITORS FOR 2016 AND

(2) NOTICE OF 2016 SECOND EXTRAORDINARY GENERAL MEETING

The 2016 Second Extraordinary General Meeting (“ EGM ”) of Everbright Securities Company Limited (the “ Company ”) will be held at 2:30 p.m. on Wednesday, October 26, 2016 at the conference room 1320, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC. A notice convening the EGM is set out on pages 6 to 8 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete and return the enclosed proxy form in accordance with the instructions printed thereon. For holders of H Shares, the proxy form or any other authorization documents should be returned to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, whereas A Shareholders should return the proxy form to the Company’s Board office, in person or by post no later than 24 hours before the time appointed for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) on or before Thursday, October 6, 2016.

August 29, 2016

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of 2016 Second Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

“A Shares”	domestic shares of the Company with a nominal value of RMB1.00 each,
	which are listed on the Shanghai Stock Exchange and traded in RMB
“A Shareholders”	holders of A Shares
“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors of the Company
“Company”	Everbright Securities Company Limited (光大證券股份有限公司), a
	joint stock company incorporated in the PRC with limited liability and
	whose H Shares and A Shares are listed on the main board of the Stock
	Exchange (stock code: 6178) and the Shanghai Stock Exchange (stock
	code: 601788), respectively
“Directors”	the directors of the Company
“EGM”	the 2016 second extraordinary general meeting of the Company to be
	held at 2:30 p.m. on Wednesday, October 26, 2016
“H Shares”	ordinary shares of the Company with a nominal value of RMB1.00 each,
	which are issued outside the PRC, listed on the Stock Exchange and
	traded in Hong Kong Dollars (stock code: 6178)
“H Shareholders”	holders of H Shares
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange (as
	amended from time to time)
“PRC”	the People’s Republic of China, and for the purpose of this circular,
	excluding Hong Kong, Macau Special Administrative Region and Taiwan
	region

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DEFINITIONS

“Shareholders” shareholders of the Company, including A Shareholders and H Shareholders “Shares” shares of the Company, including A Shares and H Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited

If there is any inconsistency between the Chinese and English versions of this circular, the Chinese version shall prevail.

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LETTER FROM THE BOARD

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Mr. Tang Shuangning (Non-executive Director)

Mr. Gao Yunlong (Non-executive Director)

Mr. Guo Xinshuang (Chairman, Non-executive Director)

Mr. Xue Feng (Vice Chairman, Executive Director, President)

Mr. Yin Lianchen (Non-executive Director)

• Mr. Chan Ming Kin (Non-executive Director)

• Mr. Yang Guoping (Non-executive Director)

Registered office and principal place of business in the PRC: No. 1508 Xinzha Road, Jing’an District, Shanghai, PRC

• Mr. Zhu Ning (Independent Non-executive Director)

• Mr. Xu Jingchang (Independent Non-executive Director)

• Mr. Xiong Yan (Independent Non-executive Director)

• Mr. Li Zheping (Independent Non-executive Director)

• Mr. Au Sing Kun (Independent Non-executive Director)

Place of business in Hong Kong: 24/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong

August 29, 2016

To the Shareholders

Dear Sir or Madam,

(1) APPOINTMENT OF EXTERNAL AUDITORS FOR 2016 AND

(2) NOTICE OF 2016 SECOND EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

On behalf of the Board, I would like to invite you to attend the EGM to be held at 2:30 p.m. on Wednesday, October 26, 2016 at the conference room 1320, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC. The purpose of this circular is to give you notice of the EGM and to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

II. APPOINTMENT OF EXTERNAL AUDITORS OF THE COMPANY FOR 2016

According to Articles 241 and 242 of the Articles of Association, the appointment of the external auditors of the Company shall be approved by the Shareholders’ general meeting, and the term of service shall be one year, which is renewable upon expiry of the term. The Board proposed to reappoint KPMG Huazhen LLP (Special General Partnership) (畢馬威華振會計師事務所(特殊普 通合夥)) as the domestic external auditors of the Company for 2016 to provide relevant domestic audit services in accordance with the PRC Accounting Standards for Business Enterprises, with a term expiring upon the next annual general meeting of the Company; and appoint KPMG as the international external auditors of the Company for 2016 to provide relevant international audit and review services in accordance with the International Financial Reporting Standards, with a term expiring upon the next annual general meeting of the Company; and the Board recommended that the management of the Company be authorized on the general meeting to determine the audit fees in accordance with the market principles and enter into relevant contracts.

An ordinary resolution in respect of the appointment of external auditors of the Company for 2016 will be proposed at the EGM for consideration and approval by the Shareholders.

III. THE EGM

The EGM will be held at 2:30 p.m. on Wednesday, October 26, 2016 at the conference room 1320, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC, to consider and, if thought fit, approve the resolution on the appointment of external auditors of the Company for 2016. The notice of the EGM is set out on pages 6 to 8 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are advised to read the notice of EGM and to complete and return the enclosed proxy form in accordance with the instructions printed thereon. For H Shareholders, the proxy form or any other authorization documents should be returned to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, whereas A Shareholders should return the proxy form to the Company’s Board office, in person or by post no later than 24 hours before the time appointed for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to return the completed and signed reply slip to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders), or to the Company’s Board office (for A Shareholders), on or before Thursday, October 6, 2016 in person, by mail or by fax.

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LETTER FROM THE BOARD

The location of the Company’s Board office is No. 1508 Xinzha Road, Jing’an District, Shanghai, PRC (Postcode: 200040, Telephone: (86) 21 2216 9914, Fax: (86) 21 2216 9964). Computershare Hong Kong Investor Services Limited, the Company’s H share registrar, is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Telephone: (852) 2862 8555).

IV. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote by shareholders at a general meeting must be taken by poll. Therefore, the resolution to be proposed at the EGM will be voted by poll. Results of the poll voting will be posted on the website of the Company at www.ebscn.com and on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the EGM.

V. RECOMMENDATION

The Board considers that the resolution regarding the appointment of the external auditors of the Company for 2016 is in the best interests of the Company and the Shareholders as a whole and accordingly recommends you to vote in favor of the said resolution to be proposed at the EGM.

By order of the Board

Everbright Securities Company Limited

Xue Feng

Vice Chairman, President

Shanghai, the PRC

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NOTICE OF 2016 SECOND EXTRAORDINARY GENERAL MEETING

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NOTICE OF 2016 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2016 second extraordinary general meeting (the “ EGM ”) of Everbright Securities Company Limited (the “ Company ”) will be held at 2:30 p.m. on Wednesday, October 26, 2016 at the conference room 1320, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC, to consider and, if thought fit, approve the following resolution. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated August 29, 2016.

ORDINARY RESOLUTION

1. To consider and approve the resolution on the appointment of external auditors of the Company for 2016.

By order of the Board

Everbright Securities Company Limited

Xue Feng

Vice Chairman, President

Shanghai, the PRC August 29, 2016

As at the date of this notice, the Board of the Company comprises Mr. Tang Shuangning (Non-executive Director), Mr. Gao Yunlong (Non-executive Director), Mr. Guo Xinshuang (Chairman, Non-executive Director), Mr. Xue Feng (Vice Chairman, Executive Director, President), Mr. Yin Lianchen (Non-executive Director), Mr. Chan Ming Kin (Non-executive Director), Mr. Yang Guoping (Non-executive Director), Mr. Zhu Ning (Independent Non-executive Director), Mr. Xu Jingchang (Independent Non-executive Director), Mr. Xiong Yan (Independent Non-executive Director), Mr. Li Zheping (Independent Non-executive Director) and Mr. Au Sing Kun (Independent Non-executive Director).

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NOTICE OF 2016 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

1. Eligibility for Attending the EGM and Closure of Register of Members for H Shares

The H Share register of members of the Company will be closed for the purpose of determining H Shareholders’ entitlement to attend the EGM from Monday, September 26, 2016 to Wednesday, October 26, 2016 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the EGM, H Shareholders 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, no later than 4:30 p.m. on Friday, September 23, 2016 to complete registration.

The Company will announce separately on the Shanghai Stock Exchange for details of A Shareholders’ eligibility for attending the EGM.

2. Proxy

• (1) Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote at the meeting on his or her behalf. A proxy need not be a Shareholder.

• (2) The instrument appointing a proxy must be in writing by 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.

To be valid, for H Shareholders, the proxy form or other documents of authorization must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 24 hours before the time fixed for the EGM (the proxy form for the EGM is enclosed herewith).

Completion and return of the proxy form will not preclude the Shareholders from attending and voting at the EGM or at any adjourned meeting if they so wish.

3. Registration Procedures for Attending the EGM

• (1) A Shareholder or his proxy should produce proof of identity when attending the EGM. 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 EGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such person to attend the meeting.

• (2) Shareholders intending to attend the EGM in person or by their proxies should return the completed and signed reply slip for attending the EGM in person, by post or by fax to Computershare Hong Kong Investor Services Limited (for H Shareholders), or to the Company’s Board office (for A Shareholders) on or before Thursday, October 6, 2016.

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NOTICE OF 2016 SECOND EXTRAORDINARY GENERAL MEETING

4. Voting by Poll

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the Chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to all the resolutions to be proposed at the EGM. Results of the poll voting will be posted on the website of the Company at www.ebscn.com and on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the EGM.

5. Miscellaneous

• (1) The duration of the EGM is expected not to exceed half a day. Shareholders who attend the EGM shall arrange for their own transportation and accommodation at their own expenses.

• (2) The address of Computershare Hong Kong Investor Services Limited is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Telephone: (852) 2862 8555, Fax: (852) 2865 0990).

• (3) The location of the Company’s Board office is at No. 1508 Xinzha Road, Jing’an District, Shanghai, PRC (Postcode: 200040, Telephone: (86) 21 2216 9914, Fax: (86) 21 2216 9964).

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