Everbright Securities Company Limited — Proxy Solicitation & Information Statement 2020

Oct 28, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

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

(Stock Code: 6178)

NOTICE OF 2020 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 third extraordinary general meeting (the “ EGM ”) of Everbright Securities Company Limited (the “ Company ”) will be held at 2:30 p.m. on Tuesday, December 15, 2020 at Jing’an International Plaza, No. 1508, Xinzha Road, Jing’an District, Shanghai, PRC, to consider and, if thought fit, approve the following resolutions.

ORDINARY RESOLUTIONS

1. To consider and approve the resolution regarding the proposed amendments to the Rules Governing the Management of Related Party Transactions of Everbright Securities Company Limited.

2. To consider and approve the resolution regarding the election of directors of the sixth session of the board of the Company.

   • 2.1 To consider and approve the resolution regarding the election of Mr. Yan Jun as an executive director of the sixth session of the board of the Company.

   • 2.2 To consider and approve the resolution regarding the election of Mr. Liu Qiuming as an executive director of the sixth session of the board of the Company.

   • 2.3 To consider and approve the resolution regarding the election of Mr. Song Bingfang as a non-executive director of the sixth session of the board of the Company.

   • 2.4 To consider and approve the resolution regarding the election of Mr. Fu Jianping as a non-executive director of the sixth session of the board of the Company.

   • 2.5 To consider and approve the resolution regarding the election of Mr. Yin Lianchen as a non-executive director of the sixth session of the board of the Company.

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• 2.6 To consider and approve the resolution regarding the election of Mr. Chan Ming Kin as a non-executive director of the sixth session of the board of the Company.

• 2.7 To consider and approve the resolution regarding the election of Mr. Tian Wei as a non-executive director of the sixth session of the board of the Company.

• 2.8 To consider and approve the resolution regarding the election of Mr. Yu Mingxiong as a non-executive director of the sixth session of the board of the Company.

1. To consider and approve the resolution regarding the election of independent non-executive directors of the sixth session of the board of the Company.

   • 3.1 To consider and approve the resolution regarding the election of Mr. Wang Yong as an independent non-executive director of the sixth session of the board of the Company.

   • 3.2 To consider and approve the resolution regarding the election of Mr. PO Wai Kwong as an independent non-executive director of the sixth session of the board of the Company.

   • 3.3 To consider and approve the resolution regarding the election of Mr. Ren Yongping as an independent non-executive director of the sixth session of the board of the Company.

   • 3.4 To consider and approve the resolution regarding the election of Mr. Yin Junming as an independent non-executive director of the sixth session of the board of the Company.

   • 3.5 To consider and approve the resolution regarding the election of Mr. Liu Yunhong as an independent non-executive director of the sixth session of the board of the Company.

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1. To consider and approve the resolution regarding the election of supervisors of the sixth session of the supervisory committee of the Company.

   • 4.1 To consider and approve the resolution regarding the election of Mr. Liu Jiping as a supervisor of the sixth session of the supervisory committee of the Company.

   • 4.2 To consider and approve the resolution regarding the election of Mr. Wu Chunsheng as a supervisor of the sixth session of the supervisory committee of the Company.

   • 4.3 To consider and approve the resolution regarding the election of Mr. Wang Hongyang as a supervisor of the sixth session of the supervisory committee of the Company.

   • 4.4 To consider and approve the resolution regarding the election of Mr. Yang Weirong as a supervisor of the sixth session of the supervisory committee of the Company.

   • 4.5 To consider and approve the resolution regarding the election of Mr. Zhu Wuxiang as a supervisor of the sixth session of the supervisory committee of the Company.

   • 4.6 To consider and approve the resolution regarding the election of Mr. Cheng Fengchao as a supervisor of the sixth session of the supervisory committee of the Company.

By order of the Board Everbright Securities Company Limited Yan Jun Chairman

Shanghai, the PRC October 29, 2020

As at the date of this notice, the Board of the Company comprises Mr. Yan Jun (Chairman, Executive Director), Mr. Liu Qiuming (Executive Director), Mr. Song Bingfang (Non-executive Director), Mr. Yin Lianchen (Non-executive Director), Mr. Chan Ming Kin (Non-executive Director), Mr. Xue Keqing (Non-executive Director), Mr. Xu Jingchang (Independent Nonexecutive Director), Mr. Xiong Yan (Independent Non-executive Director), Mr. Li Zheping (Independent Non-executive Director), Mr. Au Sing Kun (Independent Non-executive Director) and Mr. Wang Yong (Independent Non-executive Director).

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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 Saturday, November 14, 2020 to Tuesday, December 15, 2020 (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 13, 2020 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 Monday, December 14, 2020) (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 Wednesday, November 25, 2020.

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 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. Cumulative Voting

According to the Articles of Association, the aforesaid Directors, independent non-executive Directors and Supervisors will be elected through cumulative voting. The number of total votes that a shareholder can exercise is decided by the following factors: (i) the number of shares held by such shareholder; and (ii) the number of Directors, independent non-executive Directors and Supervisors to be elected. For every share held by a shareholder who participates in the voting, the shareholder will have the same number of voting rights which equals the number of Directors, independent non-executive Directors and Supervisors to be elected. A shareholder may give all his or her votes to one candidate or divide his or her votes among several candidates. Directors, independent non-executive Directors and Supervisors are elected at the EGM based on the total number of votes he or she receives.

6. 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).

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