Everbright Securities Company Limited — Proxy Solicitation & Information Statement 2017

Oct 26, 2017

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 affected 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.

Everbright Securities Company Limited 光大證券股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6178)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE OF THE BOARD OF DIRECTORS

(3) PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE OF THE SUPERVISORY COMMITTEE AND

(4) NOTICE OF 2017 FIFTH EXTRAORDINARY GENERAL MEETING

The 2017 fifth extraordinary general meeting (“ EGM ”) of Everbright Securities Company Limited (the “ Company ”) will be held at 2:30 p.m. on Wednesday, December 13, 2017 at the Jing’an International Plaza, No. 1508, Xinzha Road, Jing’an District, Shanghai, PRC. A notice convening the EGM is set out on pages 7 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 form of proxy in accordance with the instructions printed thereon. For H Shareholders, the form of proxy 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 form of proxy to the Company’s Board office, and in any event in person or by post no later than 24 hours before the time appointed for convening the EGM (i.e. 2:30 p.m. on Tuesday, December 12, 2017) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending in person 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, November 23, 2017.

October 27, 2017

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
**Notice of 2017 **	Fifth Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . .		7
Appendix I	–	Proposed Amendments to the Articles of Association . . . . . .	I-1
Appendix II	–	Proposed Amendments to the Terms of Reference of
		the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	–	Proposed Amendments to the Terms of Reference of the
		Supervisory Committee . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

– i –

DEFINITIONS

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

• “A Shareholders”

• holders of A Shares

• “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

• “Articles of Association” the articles of association of the Company

• “Board” or “Board of Directors” 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

• “CSRC” China Securities Regulatory Commission

• “Directors” the directors of the Company

• “EGM” the 2017 fifth extraordinary general meeting of the Company to be held at 2:30 p.m. on Wednesday, December 13, 2017

• “H Shareholders” holders of H Shares “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)

“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 of the PRC and Taiwan region

– 1 –

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
“Supervisors”	the supervisors of the Company
“Supervisory Committee”	the supervisory committee of the Company
“Terms of Reference of	the terms of reference of the board of Directors of the
the Board of Directors”	Company

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

– 2 –

LETTER FROM THE BOARD

Everbright Securities Company Limited 光大證券股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6178)

Mr. Gao Yunlong (Non-executive Director) Mr. Ge Haijiao (Non-executive Director) Mr. Xue Feng (Chairman, Executive Director) Mr. Ju Hao (Non-executive Director)

Mr. Yin Lianchen (Non-executive Director)

Mr. Chan Ming Kin (Non-executive Director)

Mr. Xu Jingchang (Independent Non-executive Director)

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

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

October 27, 2017

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE OF THE BOARD OF DIRECTORS

• (3) PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE OF THE SUPERVISORY COMMITTEE

AND

(4) NOTICE OF 2017 FIFTH 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, December 13, 2017 at the Jing’an International Plaza, No. 1508, Xinzha Road, Jing’an District, Shanghai, 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 resolutions to be proposed at the EGM.

– 3 –

LETTER FROM THE BOARD

At the EGM, special resolutions will be proposed to approve (1) the resolution on the proposed amendments to the Articles of Association, (2) the resolution on the proposed amendments to the Terms of Reference of the Board of Directors, and (3) the resolution on the proposed amendments to the Terms of Reference of the Supervisory Committee.

Special Resolutions:

1. Proposed Amendments to the Articles of Association

Reference is made to the announcement of the Company dated October 26, 2017, in relation to, among other things, proposed amendments to the Articles of Association. On June 9, 2017, the Administrative Measures on Compliance of Securities Firms and Securities Investment Fund Management Companies (《證券公司和證券投資基金管理公司合規管理辦 法》) (the “ Measures ”) was duly promulgated by the CSRC. On September 8, 2017, the Guidance on Implementation of Administrative Measures on Compliance of Securities Firms (《證券公司合規管理實施指引》) (the “ Guidance ”) was issued by the Securities Association of China. The Measures and the Guidance have been taken effect from October 1, 2017.

In accordance with the relevant regulatory requirements of the Measures and the Guidance, the Company proposed to amend the relevant articles of the Articles of Association. For details, please refer to Appendix I of this circular.

The Board hereby submits the followings to the EGM for consideration and approval:

• (1) to agree to amend the Articles of Association as set out in the Appendix I of this circular;

• (2) to agree to authorize the Board and agree the Board to delegate its authority to the management of the Company, to adjust and amend the above amendments (including but not limited to, adjust and amend the texts, chapters and sections, terms and effective conditions) of the Articles of Association, as considered and approved at the EGM in accordance with the provisions of onshore and offshore laws and regulations, the requirements and recommendations of relevant onshore and offshore government agencies and regulatory authorities, and the actual situation of the Company;

• (3) to obtain the approval of or complete the relevant filing of the Articles of Association with the regulatory authorities; and

• (4) to complete the registration of the changes of the industrial and commercial particulars in relation to the amendments to the Articles of Association.

The above resolution was approved by the Board at the Board meeting held on October 26, 2017, and is subject to the approval by the Shareholders at the EGM and the approval of the CSRC.

– 4 –

LETTER FROM THE BOARD

2. Proposed Amendments to the Terms of Reference of the Board of Directors

Reference is made to the announcement of the Company dated October 26, 2017, among others, in relation to the proposed amendments to the Terms of Reference of the Board of Directors. In accordance with the relevant regulatory requirements of the Measures and the Guidance, the Company proposed to amend the relevant provisions of the Terms of Reference of the Board of Directors. For details, please refer to Appendix II of this circular.

The above resolution was considered and approved by the Board at its meeting held on October 26, 2017, and is subject to the approval by the Shareholders at the EGM. The aforesaid resolution is hereby proposed at the EGM by the Board for consideration and approval.

3. Proposed Amendments to the Terms of Reference of the Supervisory Committee

Reference is made to the announcement of the Company dated October 26, 2017, among others, in relation to the proposed amendments to the Terms of Reference of the Supervisory Committee. In accordance with the relevant regulatory requirements of the Measures and the Guidance, the Company proposed to amend the relevant provisions of the Terms of Reference of the Supervisory Committee. For details, please refer to Appendix III of this circular.

The above resolution was considered and approved by the Supervisory Committee at its meeting held on October 26, 2017, and is subject to the approval by the Shareholders at the EGM. The aforesaid resolution is hereby proposed at the EGM by the Board for consideration and approval.

II. THE EGM

The EGM will be held at 2:30 p.m. on Wednesday, December 13, 2017 at the Jing’an International Plaza, No. 1508, Xinzha Road, Jing’an District, Shanghai, PRC, to consider and, if thought fit, approve the aforesaid resolutions. The notice of the EGM is set out on pages 7 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 form of proxy in accordance with the instructions printed thereon. For H Shareholders, the form of proxy 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 form of proxy to the Company’s Board office, and in any event in person or by post no later than 24 hours before the time appointed for convening the EGM (i.e. 2:30 p.m. on Tuesday, December 12, 2017) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending in person and voting at the EGM or at any adjourned meeting if you so wish.

– 5 –

LETTER FROM THE BOARD

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, November 23, 2017 in person, by mail or by fax.

The address 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).

III. 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 resolutions 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.

IV. RECOMMENDATION

The Board considers that all the aforesaid resolutions are in the best interests of the Company and the Shareholders as a whole and accordingly recommends you to vote in favor of such resolutions to be proposed at the EGM.

By order of the Board Everbright Securities Company Limited Xue Feng Chairman

Shanghai, the PRC

– 6 –

NOTICE OF 2017 FIFTH EXTRAORDINARY GENERAL MEETING

Everbright Securities Company Limited 光大證券股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6178)

NOTICE OF 2017 FIFTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 fifth extraordinary general meeting of Everbright Securities Company Limited (the “ Company ”) will be held at 2:30 p.m. on Wednesday, December 13, 2017 at the Jing’an International Plaza, No. 1508, Xinzha Road, Jing’an District, Shanghai, PRC, to consider and, if thought fit, approve the following resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated October 27, 2017.

SPECIAL RESOLUTIONS

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

2. To consider and approve the resolution on amendments to the Terms of Reference of the Board of Directors.

3. To consider and approve the resolution on amendments to the Terms of Reference of the Supervisory Committee.

By order of the Board Everbright Securities Company Limited Xue Feng Chairman

Shanghai, the PRC October 27, 2017

As at the date of this notice, the Board comprises Mr. Gao Yunlong (Non-executive Director), Mr. Ge Haijiao (Non-executive Director), Mr. Xue Feng (Chairman, Executive Director), Mr. Ju Hao (Non-executive Director) Mr. Yin Lianchen (Non-executive Director), Mr. Chan Ming Kin (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).

– 7 –

NOTICE OF 2017 FIFTH 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, November 13, 2017 to Wednesday, December 13, 2017 (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, November 10, 2017 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 form of proxy 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 (i.e. 2:30 p.m. on Tuesday, December 12, 2017) (the proxy form for the EGM is enclosed herewith).

Completion and return of the form of proxy 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, November 23, 2017.

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 address 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).

– 8 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Before amendment		After amendment	Basis for amendment	Basis for amendment
	Article 153 The Board of Directors shall exercise Article 153 The Board of Directors shall exercise			Articles 7, 11 and 19 of
	the following powers and duties:	the following powers and duties:		the Measures
	(i) to convene a general shareholders’ meeting and (i) to convene a general shareholders’ meeting and
	submit work report to such meeting;	submit	work report to such meeting;
	(ii) to implement the resolutions of a general (ii) to		implement the resolutions of a general
	shareholders’ meeting;	shareholders’ meeting;
	(iii) to decide on the operation plan and investment (iii) to		decide on the operation plan and investment
	scheme of the Company;	scheme of the Company;
	(iv) to prepare the draft annual budget and final (iv) to		prepare the draft annual budget and final
	accounts of the Company;	accounts of the Company;
	(v) to prepare the profit distribution plan and the (v) to		prepare the profit distribution plan and the
	plan for making up for losses of the Company; plan for making up for losses of the Company;
	(vi) to prepare the plan for the Company to increase (vi) to		prepare the plan for the Company to increase
	or reduce its registered capital, issuance of bonds and or reduce its registered capital, issuance of bonds and
	other securities and other listing plans;	other securities and other listing plans;
	(vii) to prepare plans of the Company with	respect (vii) to prepare plans of the Company with respect
	to material acquisitions, acquisition of the Company to material acquisitions, acquisition of the Company
	shares, mergers, divisions, dissolution or changes of shares,		mergers, divisions, dissolution or changes of
	the form of the Company;	the form of the Company;
	(viii) to decide on the company’s external (viii) to decide on the company’s external
	investments, purchases and sales of assets, pledge of investments, purchases and sales of assets, pledge of
	assets, external guarantees, trust management or to assets,		external guarantees, trust management or to
	manage related parties transactions within the scope manage related parties transactions within the scope
	of authorization by a general shareholders’ meeting; of authorization by a general shareholders’ meeting;

– I-1 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Before amendment			After amendment	Basis for amendment	Basis for amendment
	(ix) to decide on the establishment of the internal			(ix) to decide on the establishment of the internal
	management organizations of the Company;			management organizations of the Company;
	(x) to appoint or remove the President or		the Board	(x) to appoint or remove the President or the Board
	Secretary nominated by the Chairman of the Board			Secretary or the Chief Compliance Officer
	of Directors; to appoint or remove		the Vice	nominated by the Chairman of the Board of
	President, Assistant President, Chief		Financial	Directors; to appoint or remove the Vice President,
	Officer, Chief Compliance Officer, Chief Risk			Assistant President, Chief Financial Officer, ~~Chief~~
	Officer and other officers nominated by the		President	~~Compliance Officer, ~~Chief Risk Officer and other
	and decide the remunerations and	rewards and		officers nominated by the President and decide the
	punishments thereof;			remunerations and rewards and punishments
	(xi) to establish a basic management	system of the		thereof~~;~~. The Company can only dismiss the Chief Compliance Officer with the following proper
	Company;			reasons: situations such as the application by the
				Chief Compliance Officer on his own, or being
	(xii) to prepare plans to amend these Articles of			ordered by the CSRC and its local office, or where
	Association;			there is evidence showing that he is unable to
				perform his duties properly or has failed to act
	(xiii) to manage the matters related		to the	diligently, save for expiry of the term of office or
	information disclosed by the Company;			normal rotation of positions;
	(xiv) to make suggestions to a general shareholders’			(xi) to establish a basic management system of the
	meeting regarding the engagement or replacement of			Company;
	the accounting firm as the auditor of	the Company;
				(xii) to prepare plans to amend these Articles of
	(xv) to receive the work report of the President of			Association;
	the Company and examine such work;
				(xiii) to manage the matters related to the
				information disclosed by the Company;
				(xiv) to make suggestions to a general shareholders’
				meeting regarding the engagement or replacement of
				the accounting firm as the auditor of the Company;
				(xv) to receive the work report of the President of
				the Company and examine such work;

– I-2 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before amendment	After amendment	Basis for amendment
(xvi) to be responsible to urge, examine and	(xvi) to be responsible to urge, examine and
evaluate the establishment and implementation of	evaluate the establishment and implementation of
various internal control systems of the Company and	various internal control systems of the Company and
to undertake final responsibility for the validity of	to undertake final responsibility for the validity of
such internal control systems;	such internal control systems;
(xvii) to consider and adopt the basic compliance	(xvii) ~~to consider and adopt the basic compliance~~
system of the Company and the annual and interim	~~system of the Company and the annual and interim~~
compliance report of the Company and receive the	~~compliance report of the Company and receive the~~
report from the Chief Compliance Officer and to be	~~report from the Chief Compliance Officer and to be~~
responsible for the implementation of the	~~responsible~~ ~~for~~ ~~the~~ ~~implementation~~ ~~of~~ ~~the~~
compliance policies;	~~compliance policies; ~~to be responsible to determine the compliance management objectives of the
(xviii) to take ultimate responsibility for	Company, consider and approve the basic
comprehensive risk management;	compliance management rules and the annual
	compliance report,decide the dismissal of anysenior
(xix) other powers and duties conferred by the law,	management member who assume the primary and
administrative regulations, department regulations	leadershipresponsibilityfor the occurrence of major
and these Articles of Association.	compliance risks,establish the mechanism for direct
	communication with the person in charge of
When the Board of Directors adopts any resolutions	compliance,evaluate the effectiveness of compliance
concerning the matters contained in the preceding	management, and supervise the resolution of
clause, except the matters as contained in Item (vi),	problems in relation to compliance management;
Item (vii) and Item (xii) which require the
affirmative vote by more than 2/3 of the directors,	(xviii) to take ultimate responsibility for
the other matters shall only require the affirmative	comprehensive risk management;
vote from more than half of the directors.
	(xix) other powers and duties conferred by the law,
Before making decision on significant matters of the	administrative regulations, department regulations
Company, the Board of Directors shall seek advice of	and these Articles of Association.
the Party Committee.
	When the Board of Directors adopts any resolutions
	concerning the matters contained in the preceding
	clause, except the matters as contained in Item (vi),
	Item (vii) and Item (xii) which require the
	affirmative vote by more than 2/3 of the directors,
	the other matters shall only require the affirmative
	vote from more than half of the directors.
	Before making decision on significant matters of the
	Company, the Board of Directors shall seek advice of
	the Party Committee.

– I-3 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Before amendment	After amendment	Basis for amendment	Basis for amendment
	Article 177 The Company shall have one President	Article 177 The Company shall have one President	Articles 7 and 11 of the
	and a number of Vice Presidents, Assistant	and a number of Vice Presidents, Assistant	Measures
	Presidents and other senior officers. The President	Presidents and other senior officers. The President
	and the Board Secretary shall be appointed and removed by the Board of Directors; the Vice	~~and~~, the Board Secretary and Chief Compliance Officer shall be appointed and removed by the Board
	Presidents, Assistant Presidents, Chief Financial Officer, Chief Compliance Officer, Chief Risk	of Directors; the Vice Presidents, Assistant Presidents, Chief Financial Officer, ~~Chief~~
	Officer and other senior officers shall be nominated	~~Compliance Officer, ~~Chief Risk Officer and other
	by the President and appointed or removed by the	senior officers shall be nominated by the President
	Board of Directors.	and appointed or removed by the Board of Directors.
	The senior officers of the Company shall obtain the	The senior officers of the Company shall obtain the
	qualifications approved by the CSRC before they	qualifications approved by the CSRC before they
	take office. The Chief Compliance Officer shall also meet such requirements as contained in the Interim Provisions on the Compliance Management of	take office~~.~~ and the relevant conditions and procedures for the appointment,removal,resignation and function in an acting capacity of ~~Tt~~he Chief
	Securities Companies. The Company shall not	Compliance Officer shall comply with applicable
	authorize any unqualified personnel to exercise	laws and regulations as well as the requirements of
	powers and duties in violation of such regulations.	the relevant regulatoryauthorities and the Articles of Association. also meet such requirements as
		~~contained~~ ~~in~~ ~~the~~ ~~Interim~~ ~~Provisions~~ ~~on~~ ~~the~~
		~~Compliance Management of Securities Companies.~~
		The Company shall not authorize any unqualified
		personnel to exercise powers and duties in violation
		of such regulations.
	Article 181 The President shall be responsible to	Article 181 The President shall be responsible to	Articles 7 and 11 of the
	the Board of Directors and shall exercise such	the Board of Directors and shall exercise such	Measures
	powers and duties, as follows:	powers and duties, as follows:
	(i) to manage the operation of the Company,	(i) to manage the operation of the Company,
	organize to implement the decisions of the Board of	organize to implement the decisions of the Board of
	Directors and report to the Board of Directors;	Directors and report to the Board of Directors;
	(ii) to organize to implement the annual plan and	(ii) to organize to implement the annual plan and
	investment plan of the Company;	investment plan of the Company;
	(iii) to prepare the plan for the establishment of	(iii) to prepare the plan for the establishment of
	internal organizations of the Company;	internal organizations of the Company;

– I-4 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before amendment	After amendment	Basis for amendment
(iv) to formulate the basic management system of	(iv) to formulate the basic management system of
the Company;	the Company;
(v) to formulate specific regulations of the	(v) to formulate specific regulations of the
Company;	Company;
(vi) to nominate the Vice Presidents, Assistant	(vi) to nominate the Vice Presidents, Assistant
Presidents, Chief Financial Officer, Chief	Presidents, Chief Financial Officer, ~~Chief~~
Compliance Officer, Chief Risk Officer and other	~~Compliance Officer, ~~Chief Risk Officer and other
senior officers identified by the CSRC to be	senior officers identified by the CSRC to be
appointed or removed by the Board of Directors;	appointed or removed by the Board of Directors;
(vii) to decide on the appointment or removal of any	(vii) to decide on the appointment or removal of any
management personnel other than those required to	management personnel other than those required to
be appointed or removed by the Board of Directors;	be appointed or removed by the Board of Directors;
(viii) to formulate the salary, welfare, rewards and	(viii) to formulate the salary, welfare, rewards and
punishments of the employees of the Company and	punishments of the employees of the Company and
decide on the appointment and removal of such	decide on the appointment and removal of such
employees;	employees;
(ix) to propose to the Chairman of the Board of	(ix) to propose to the Chairman of the Board of
Directors to agree to convene any extraordinary	Directors to agree to convene any extraordinary
Board meetings;	Board meetings;
(x) to decide on the investment matters of the	(x) to decide on the investment matters of the
Company within the scope of authorization of the	Company within the scope of authorization of the
Board of Directors in accordance with the relevant	Board of Directors in accordance with the relevant
regulations of the securities regulators;	regulations of the securities regulators;
(xi) other powers and duties conferred on by these	(xi) other powers and duties conferred on by these
Articles of Association or granted by the Board of	Articles of Association or granted by the Board of
Directors.	Directors.
The President shall attend any meetings of the Board	The President shall attend any meetings of the Board
of Directors as a non-voting attendee. The President	of Directors as a non-voting attendee. The President
who is not a director shall have non-voting rights at	who is not a director shall have non-voting rights at
a meeting of the Board of Directors; with the scope	a meeting of the Board of Directors; with the scope
of authorization of the Board of Directors, the	of authorization of the Board of Directors, the
President shall exercise or perform the	President shall exercise or perform the
corresponding powers and duties of a legal	corresponding powers and duties of a legal
representative.	representative.

– I-5 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before amendment		After amendment	Basis for amendment
Article 189 The Company shall have	a Chief	Article 189 The Company shall have a Chief	Articles 7, 9 and 11 of
Compliance Officer, which Chief Compliance		Compliance Officer, which Chief Compliance	the Measures; Articles 8
Officer shall be the person responsible for the		Officer shall be the person responsible for the	and 9 of the Guidance
compliance matters of the Company to review,		compliance matters of the Company to review,
monitor and examine the compliance with respect to		monitor and examine the compliance with respect to
the Company and the business management and		the Company and the business management and
practice of its personnel. The Chief Compliance		practice of its personnel. The Chief Compliance
Officer shall not serve as any other officer in conflict		Officer shall not serve as any other officer in conflict
with compliance management and shall not be		with compliance management and shall not be
responsible for the management of any departments		responsible for the management of any departments
which are in conflict with his compliance duties. The		which are in conflict with his compliance duties. The
Chief Compliance Officer shall be	internally	Chief Compliance Officer shall be internally
responsible and report to the Board of Directors of		responsible and report to the Board of Directors of
the Company and the President and externally		the Company ~~and the President ~~and externally
responsible and report to the regulatory authorities.		responsible and report to the regulatory authorities.
If the Company is found to have any irregularities or		If the Company is found to have any irregularities or
potential compliance risks, the Chief Compliance		potential compliance risks, the Chief Compliance
Officer shall report to the Board of Directors of the		Officer shall report to the Board of Directors of the
Company and the President promptly while the same		Company and the President promptly while the same
report shall be submitted to the securities regulatory		report shall be submitted to the securities regulatory
bureau of the Company domicile; if any industry		bureau of the Company domicile; if any industry
norms or rules of self-regulation are violated, the		norms or rules of self-regulation are violated, the
Chief Compliance Officer shall also report to the		Chief Compliance Officer shall also report to the
relevant self-regulation organization.		relevant self-regulation organization.
The Board of the Directors, the Supervisory		The Board of the Directors, the Supervisory
Committee and senior officers of the	securities	Committee and senior officers of the securities
company shall comply with the duties of compliance		company shall comply with the duties of compliance
management and undertake responsibility for the		management and undertake responsibility for the
validity of the compliance management of the		validity of the compliance management of the
Company according to the requirements of	the laws,	Company according to the requirements of the laws,
regulations and the Articles of Association.		regulations and the Articles of Association. The
		senior management members shall be responsible for
		implementing the compliance management
		objectives of the Company, establish a
		comprehensive organizational structure for
		compliance management of the Company, comply
		with procedures of compliance management,
		designate adequate and suitable staff for compliance
		management, and provide adequate support and
		back-up in terms of human resources, materials,
		finance and technology for the performance of their
		duties. The President shall be responsible for
		operation of the Company in compliance with laws
		and regulations, and the other senior management
		members shall be responsible for operation of the
		respective departments theysupervise in compliance
		with laws and regulations.

– I-6 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Before amendment	Before amendment	After amendment	**Basis for **	amendment	amendment	amendment
	Article 202 The Supervisory	Committee shall be	Article 202 The Supervisory Committee shall be	Article	8	of	the
	responsible to the general shareholders’ meeting and		responsible to the general shareholders’ meeting and	Measures
	shall have such powers and duties according to the		shall have such powers and duties according to the
	law, as follows:		law, as follows:
	(i) to review and provide in writing comments with		(i) to review and provide in writing comments with
	respect to any periodic reports of the Company		respect to any periodic reports of the Company
	prepared by the Board of Directors;		prepared by the Board of Directors;
	(ii) to examine the finance matters of the Company;		(ii) to examine the finance matters of the Company;
	(iii) to supervise the performance of company duties		(iii) to supervise the performance of company duties
	by directors and senior officers; to propose any		by directors and senior officers and theperformance
	removal of any directors or senior officers who have		of the duties of compliance management;to propose
	violated the law, administrative regulations, these		any removal of any directors or senior officers who
	Articles of Association or the resolution of a general		have violated the law, administrative regulations,
	shareholders’ meeting; in case of any serious		these Articles of Association or the resolution of a
	violations of laws by the Board of Directors or senior		general shareholders’ meeting and assume the
	officers, the Supervisory Committee shall report to		primary or leadership responsibility for the
	the CSRC or its counterpart directly;		occurrence of major compliance risks; in case of any
			serious violations of laws by the Board of Directors
	(iv) where any acts of a director	or senior officer are	or senior officers, the Supervisory Committee shall
	detrimental to the interests	of the Company,	report to the CSRC or its counterpart directly;
	shareholders or clients, to require such director or
	senior officer to rectify within a	prescribed period of	(iv) where any acts of a director or senior officer are
	time; if it is serious or such director or senior officer		detrimental to the interests of the Company,
	fails to rectify within such prescribed period of time,		shareholders or clients, to require such director or
	the Supervisory Committee shall propose to convene		senior officer to rectify within a prescribed period of
	a general shareholders’ meeting	and submit a special	time; if it is serious or such director or senior officer
	proposal to the general shareholders’ meeting;		fails to rectify within such prescribed period of time,
			the Supervisory Committee shall propose to convene
	(v) to propose to hold an interim shareholders’		a general shareholders’ meeting and submit a special
	meeting, provided that the Board of Directors fail to		proposal to the general shareholders’ meeting;
	perform its duties to convene	and preside over a
	shareholders’ meeting as required by the Company		(v) to propose to hold an interim shareholders’
	Law;		meeting, provided that the Board of Directors fail to
			perform its duties to convene and preside over a
			shareholders’ meeting as required by the Company
			Law;

– I-7 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Before amendment	After amendment	**Basis for **	amendment
	(vi) to submit any proposals to a general	(vi) to submit any proposals to a general
	shareholders’ meeting;	shareholders’ meeting;
	(vii) to initiate any legal proceedings against any	(vii) to initiate any legal proceedings against any
	directors or senior officers according to the	directors or senior officers according to the
	provisions of Articles 152 of the Company Law;	provisions of Articles 152 of the Company Law;
	(viii) to examine such financial information as the	(viii) to examine such financial information as the
	financial report, business report and profit	financial report, business report and profit
	distribution plan to be submitted to a general	distribution plan to be submitted to a general
	shareholders’ meeting; in case of any doubts or if any	shareholders’ meeting; in case of any doubts or if any
	irregularities have been found with respect to the	irregularities have been found with respect to the
	operation of the Company, to conduct an	operation of the Company, to conduct an
	investigation; when necessary, an accounting firm or	investigation; when necessary, an accounting firm or
	a law firm may be engaged to assist with such	a law firm may be engaged to assist with such
	investigation for the account of the Company;	investigation for the account of the Company;
	(ix) to organize to conduct leave audits towards	(ix) to organize to conduct leave audits towards
	senior officers;	senior officers;
	(x) to provide a special explanation at an annual	(x) to provide a special explanation at an annual
	general shareholders’ meeting with respect to the	general shareholders’ meeting with respect to the
	finance and compliance of the Company;	finance and compliance of the Company;
	(xi) to take responsibility for supervising	(xi) to take responsibility for supervising
	comprehensive risk management, supervising and	comprehensive risk management, supervising and
	inspecting due diligence performance of the Board of	inspecting due diligence performance of the Board of
	Directors and the management in risk management,	Directors and the management in risk management,
	and supervising any rectification.	and supervising any rectification.
	The Supervisory Committee may also render	The Supervisory Committee may also render
	opinions regarding the resolutions to be considered	opinions regarding the resolutions to be considered
	at the general shareholders’ meeting and submit an	at the general shareholders’ meeting and submit an
	independent report where it deems necessary.	independent report where it deems necessary.

– I-8 –

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE OF THE BOARD OF DIRECTORS

APPENDIX II

Before amendment	After amendment
Article 8 Notice of meeting The Board office shall send written notice of meeting bearing the seal of the Board office to all the Directors and Supervisors, as well as the President and the Board Secretary by personal delivery, mail, fax, email or other means 14 days and 5 days before a regular Board meeting and an extraordinary Board meeting respectively. Where the notice is not served by direct delivery, telephone acknowledgement and relevant records shall be made. Where an extraordinary Board meeting needs to be convened in emergency, the notice of meeting may be sent by telephone or by other verbal means, but the convener shall make explanations at the meeting.	Article 8 Notice of meeting The Board office shall send written notice of meeting bearing the seal of the Board office to all the Directors and Supervisors, as well as the President, the Board Secretary and the Chief Compliance Officer by personal delivery, mail, fax, email or other means 14 days and 5 days before a regular Board meeting and an extraordinary Board meeting respectively. Where the notice is not served by direct delivery, telephone acknowledgement and relevant records shall be made. Where an extraordinary Board meeting needs to be convened in emergency, the notice of meeting may be sent by telephone or by other verbal means, but the convener shall make explanations at the meeting.
Article 11 Holding of meeting A Board meeting shall be attended by more than half of the Directors. Where any relevant Director refuses or fails to attend the meeting so that the number of attendants falls short of the quorum required for convening the meeting, the Chairman of the Board and the Board Secretary shall responsively report to the regulatory authorities. Supervisors may attend Board meetings without voting rights; the President and the Board Secretary who do not concurrently serve as a director shall attend Board meetings without voting rights. The Chairman of the meeting may, where he deems necessary, notify other relevant persons to attend Board meetings without voting rights.	Article 11 Holding of meeting A Board meeting shall be attended by more than half of the Directors. Where any relevant Director refuses or fails to attend the meeting so that the number of attendants falls short of the quorum required for convening the meeting, the Chairman of the Board and the Board Secretary shall responsively report to the regulatory authorities. Supervisors may attend Board meetings without voting rights; the President and the Board Secretary who do not concurrently serve as a director shall attend Board meetings without voting rights; the Chief Compliance Officer may attend Board meetings without voting rights. The Chairman of the meeting may, where he deems necessary, notify other relevant persons to attend Board meetings without voting rights.
Article 32 Supplemental Clause These terms shall take effect upon adoption through a resolution at the general shareholders’ meeting, and from the date of the Company’s overseas listed foreign shares (H Shares) being listed on the Hong Kong Stock Exchange. The original Terms of Reference of the Board of Directors of the Company shall become null and void on the date when these terms come into effect.	Article 32 Supplemental Clause These terms shall take effect upon adoption through a resolution at the general shareholders’ meeting~~, and from the date of the~~ ~~Company’s overseas listed foreign shares (H Shares) being listed~~ ~~on the Hong Kong Stock Exchange~~. The original Terms of Reference of the Board of Directors of the Company shall become null and void on the date when these terms come into effect.

– II-1 –

PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE OF THE SUPERVISORY COMMITTEE

APPENDIX III

Before amendment After amendment Article 1 Objectives Article 1 Objectives To further regulate the rules of procedure and decision-making of To further regulate the rules of procedure and decision-making of the Supervisory Committee of Everbright Securities Company the Supervisory Committee of Everbright Securities Company Limited (the “Company”), make the supervisors and the Limited (the “Company”), make the supervisors and the Supervisory Committee effectively perform their supervisory Supervisory Committee effectively perform their supervisory duties, improve the governance structure of the Company, these duties, improve the governance structure of the Company, these terms are hereby formulated in accordance with the Company Law terms are hereby formulated in accordance with the Company Law of the People’s Republic of China, the Securities Law of the of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Code of Corporate Governance for People’s Republic of China, the Code of Corporate Governance for Securities Companies, the Code of Corporate Governance for Securities Companies, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of Everbright Securities Company Limited Articles of Association of Everbright Securities Company Limited (hereinafter referred to as the “Articles”). (hereinafter referred to as the “Articles”).

The Supervisory Committee shall be accountable to the The Supervisory Committee shall be accountable to the shareholders’ general meeting. It shall supervise the financial shareholders’ general meeting. It shall supervise the financial operations of the Company and the legality of discharging duties operations of the Company as well as the legality and compliance by the directors, president and other senior management members of discharging duties by the directors, president and other senior of the Company to protect the legitimate rights and interests of the management members of the Company to protect the legitimate Company and the shareholders. rights and interests of the Company and the shareholders. Article 7 Notice of meeting Article 7 Notice of meeting The Board Office (Supervisory Committee Office) shall send a The Board Office (Supervisory Committee Office) shall send a written notice of meeting bearing the seal of the Supervisory written notice of meeting bearing the seal of the Supervisory Committee to all the Supervisors by hand delivery, letter, fax, Committee to all the Supervisors and the Chief Compliance Officer email or other means 10 days and 5 days before a regular meeting by hand delivery, letter, fax, email or other means 10 days and 5 of the Supervisory Committee and an extraordinary meeting of the days before a regular meeting of the Supervisory Committee and an Supervisory Committee respectively. Where the notice is not extraordinary meeting of the Supervisory Committee respectively. served by direct delivery, telephone acknowledgement and relevant Where the notice is not served by direct delivery, telephone records shall be made. acknowledgement and relevant records shall be made.

Where an extraordinary meeting of the Supervisory Committee needs to be convened in emergency, the notice of meeting shall be given verbally or by telephone at any time, provided that the convener should make necessary explanations at the meeting. Article 10 Convening of meeting

A meeting of the Supervisory Committee shall be attended by more than half of the supervisors. Where any relevant supervisor refuses or fails to attend the meeting so that the number of attendees falls short of the quorum required for convening the meeting, other supervisors shall responsively report to the regulatory authority. Secretary to the Board of Directors and securities affairs representative shall attend the meeting of the Supervisory Committee without voting rights.

	Where an extraordinary meeting of the Supervisory Committee	Where an extraordinary meeting of the Supervisory Committee
	needs to be convened in emergency, the notice of meeting shall be
	given verbally or by telephone at any time, provided that the
	convener should make necessary explanations at the meeting.
	Article 10 Convening of meeting
	A meeting of the Supervisory Committee shall be attended by more
	than half of the supervisors. Where any relevant supervisor refuses
	or fails to attend the meeting so that the number of attendees falls
	short of the quorum required	for convening the meeting, other
	supervisors shall responsively report to the regulatory authority.
	Secretary to the Board of	Directors and securities affairs
	representative shall attend the meeting of the Supervisory
	Committee without voting rights. The Chief Compliance Officer
	may attend the meeting of the Supervisory Committee without
	voting rights.

– III-1 –

APPENDIX III PROPOSED AMENDMENTS TO THE TERMS OF REFERENCE OF THE SUPERVISORY COMMITTEE

	Before amendment	After amendment Article 19 These terms shall take effect upon adoption through a resolution at the general shareholders’ meeting~~, and from the date~~ ~~of the Company’s overseas listed foreign shares (H Shares) being~~ ~~listed on the Hong Kong Stock Exchange~~. The original Terms of Reference of the Supervisory Committee of the Company shall become null and void automatically on the date when these terms come into effect.
	Article 19 These terms shall take effect upon adoption through a resolution at the general shareholders’ meeting, and from the date of the Company’s overseas listed foreign shares (H Shares) being listed on the Hong Kong Stock Exchange. The original Terms of Reference of the Supervisory Committee of the Company shall become null and void automatically on the date when these terms come into effect.

– III-2 –