Everbright Securities : NOTICE OF 2020 ANNUAL GENERAL MEETING

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.

ΈɽᗇՎٰ΅Ϟࠢʮ̡

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the "AGM") of Everbright Securities Company Limited (the "Company") will be held at 2:30 p.m. on Tuesday, May 18, 2021 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 2020 Report of the Board of Directors.

• 2. To consider and approve the 2020 Report of the Supervisory Committee.

• 3. To consider and approve the 2020 Annual Report and its summary.

• 4. To consider and approve the 2020 Profit Distribution Plan.

• 5. To consider and approve the Proposal of Expected Ordinary Related Party

• (Connected) Transactions in 2021.

• 6. To consider and approve the Proposal of Proprietary Trading Businesses Scale in 2021.

• 7. To consider and approve the Proposal on Adjusting the Allowances of the Company's Independent Directors and External Supervisors.

  SPECIAL RESOLUTIONS

• 8. To consider and approve the Proposal of the General Mandate to Issue Onshore and Offshore Debt Financing Instruments to the Company, including:

  • 8.1 Issuer

  • 8.2 Type of Debt Financing Instruments

  • 8.3 Size of Issuance

  • 8.4 Method of Issuance

  • 8.5 Term of Debt Financing Instruments

8.6 Interest Rates of Debt Financing Instruments

• 8.7 Guarantees and Other Credit Enhancement Arrangements

• 8.8 Purpose of Proceeds

• 8.9 Issue Price

• 8.10 Target Subscribers and Arrangements for Placement to the Shareholders of the Company

• 8.11 Listing of the Debt Financing Instruments

• 8.12 Measures for Guaranteeing Debt Repayment of the Debt Financing Instruments

• 8.13 Authorised Matters Relating to the Issuance of the Onshore and Offshore Debt Financing Instruments of the Company

• 8.14 Validity Period of the Resolution

TO HEAR THE RELEVANT REPORT

9. To hear the Independent Directors' Annual Work Report for 2020.

By order of the Board

Everbright Securities Company Limited

Yan Jun

Chairman

Shanghai, the PRC

March 26, 2021

As at the date of this notice, the board of directors of the Company comprises Mr. Yan Jun (Chairman, Executive Director), Mr. Liu Qiuming (Executive Director), Mr. Song Bingfang (Non-executive Director), Mr. Fu Jianping (Non-executive Director), Mr. Yin Lianchen (Non-executive Director), Mr. Chan Ming Kin (Non-executive Director), Mr. Tian Wei (Non-executive Director), Mr. Yu Mingxiong (Non-executive Director), Mr. Wang Yong (Independent Non-executive Director), Mr. Po Wai Kwong (Independent Non-executive Director), Mr. Ren Yongping (Independent Non-executive Director), Mr. Yin Junming (Independent Non-executive Director), Mr. Liu Yunhong (Independent Non-executive Director).

Notes:

• 1. In accordance with the provisions of the Rules of the Shareholders' General Meeting of Listed Companies formulated by the China Securities Regulatory Commission, independent Directors shall present a work report at the AGM. The report will be submitted to and heard on the AGM, but Shareholders need not to make a resolution on it. The work report by independent Directors for 2020 is set out in the circular of the Company's AGM for inspection by Shareholders.

• 2. Eligibility for Attending the AGM 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 AGM from Saturday, April 17, 2021 to Tuesday, May 18, 2021 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the AGM, 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, April 16, 2021 to complete registration.

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

• 3. Proxy

  • (1) Any Shareholder entitled to attend and vote at the AGM 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 AGM (i.e. 2:30 p.m. on Monday, May 17, 2021) (the proxy form for the AGM is enclosed herewith).

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

• 4. Reply Slip

  Shareholders (for H Shareholders) who intend to attend and vote at the AGM in person or by proxy are required to return the completed and signed reply slip to the Company's H share registrar on or before Wednesday, April 28, 2021. Reply slip may be sent to the Company's H share registrar, Computershare Hong Kong Investor Services Limited (located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong) in person, by mail or by fax (for H Shareholders).

  Completion and return of the reply slip does not affect the right of Shareholders entitled to attend and vote at the AGM. However, if Shareholders have not returned their reply slips, and the number of shares entitled to vote as held by the Shareholders indicating in the reply slips to attend the AGM accounts for less than half of the total number of shares of the Company entitled to vote at the AGM, the Company will, in accordance with the Articles of Association, inform the Shareholders again in writing within 5 days of the matters to be considered as well as the place of such meeting, date and time by way of an announcement. After notice by such announcement, the Company may hold such general meeting.

• 5. 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 AGM will exercise his power under the Articles of Association to demand a poll in relation to all the resolutions to be proposed at the AGM. Results of the poll voting will be posted on the website of the Company atwww.ebscn.comand on the HKEXnews website of Hong Kong Exchanges and Clearing Limited atwww.hkexnews.hkupon the conclusion of the AGM.

• 6. Distribution of Final Dividend of H Shares

  The Board of the Company has proposed to pay the final cash dividend of RMB1.58 (tax inclusive) for every 10 shares for the year ended December 31, 2020 to all A Shareholders and H Shareholders, which is expected to be RMB728,504,446.96 (tax inclusive) in total, on the basis of a total share capital of 4,610,787,639 A Shares and H Shares in issue as of December 31, 2020. Cash dividend is denominated and declared in RMB, and paid to A Shareholders in RMB and to H Shareholders in HKD. The actual distribution amount in HKD would be calculated at the rate of average benchmark exchange rate of RMB against HKD published by the People's Bank of China for five business days prior to the AGM. If the Company's proposal of the profit distribution plan of 2020 is approved at the AGM, the cash dividend will be distributed within two months from the date of the AGM.

  The Company will publish separate announcement on the record date and book closure period for the payment of the dividends to the H Shareholders, as well as the record date and the date for the payment of the dividends to A Shareholders.

• 7. Tax Matters

  Pursuant to the Notice of the PRC State Administration of Taxation on Issues Concerning Individual Income Tax Collection and Management after the Repeal of Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348), the dividend and bonus income received by the overseas resident individual shareholders from the stocks issued by domestic non-foreign invested enterprises in Hong Kong is subject to the payment of individual income tax in according to the items of "interests, dividend and bonus income", which shall be withheld by the withholding agents in according to the relevant laws. The overseas resident individual shareholders who hold the stocks issued by domestic non-foreign invested enterprises in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax agreements signed between the countries where they are residents and China or the tax arrangements between Mainland China and Hong Kong (Macau). The tax rate for dividends under the relevant tax agreements and tax arrangements is generally 10%, and for the purpose of simplifying tax administration, domestic non-foreign invested enterprises issuing shares in Hong Kong may, when distributing dividend, generally withhold individual income tax at the rate of 10%, and are not obligated to file an application. If the tax rate for dividend is not equal to 10%, the following provisions shall apply: (1) for citizens from countries under tax agreements to be entitled to tax rates lower than 10%, the withholding agents will file applications on their behalf to seek entitlement of the relevant agreed preferential treatments, and upon approval by the tax authorities, over withheld tax amounts will be refunded; (2) for citizens from countries under tax agreements to be entitled to tax rates higher than 10% but lower than 20%, the withholding agents will withhold the individual income tax at the agreed-upon effective tax rate when distributing dividend (bonus), and are not obligated to file an application; (3) for citizens from countries without tax agreements or are under other situations, the withholding agents will withhold the individual income tax at a tax rate of 20% when distributing dividend. Pursuant to the Notice of the State Administration of Taxation on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to Holders of H Shares Which Are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897), a PRC resident enterprise, when distributing dividends for 2008 and for the years afterwards to holders of H Shares who are overseas non-resident enterprises, shall be subject to the enterprise income tax withheld at a uniform rate of 10%.

  Withholding of income tax on H Shareholders of Hong Kong Stock Connect

  In accordance with the relevant provisions of the Notification on Relevant Tax Policies for Pilot Operation of Transaction Interconnection Mechanism of Shanghai and Hong Kong Stock Markets (Cai Shui [2014] No. 81), which has been implemented since November 17, 2014:

  • • For the dividend income obtained by mainland individual investors from investment in H Shares of the Company through HK-Shanghai Stock Connect, the Company shall withhold the income tax as per the 20% tax rate. For the dividend income obtained by mainland securities investment funds from investment in H Shares of the Company through HK-Shanghai Stock Connect, the income tax shall be levied in accordance with the above provisions; and

  • • For the dividend income obtained by mainland enterprise investors from investment in H Shares of the Company through HK-Shanghai Stock Connect, the income tax on the mainland enterprises shall not be withheld by the Company, and the tax payable shall be declared and paid by the mainland enterprises.

  In accordance with the Notification on Relevant Tax Policies for Pilot Operation of Transaction Interconnection Mechanism of Shenzhen and Hong Kong Stock Markets (Cai Shui [2016] No. 127) put into force on December 5, 2016:

  • • For the dividend income obtained by mainland individual investors from investment in H Shares of the Company through HK-Shenzhen Stock Connect, the Company shall withhold the income tax as per the 20% tax rate. For the dividend income obtained by mainland securities investment funds from investment in H Shares of the Company through HK-Shenzhen Stock Connect, the income tax shall be levied in accordance with the above provisions; and

  • • For the dividend income obtained by mainland enterprise investors from investment in H Shares of the Company through HK-Shenzhen Stock Connect, the income tax on the mainland enterprises shall not be withheld by the Company, and the tax payable shall be declared and paid by the mainland enterprises.

  If the H Shareholders of the Company have any questions regarding the above arrangements, they may consult their tax advisers on the tax implications in Mainland China, Hong Kong and other countries (regions) from owning and disposing of the H Shares of the Company.

• 8. Others

  • (1) For joint Shareholders, a vote by a preferred joint Shareholder, whether in person or by a proxy, is to be accepted as representing the remaining joint Shareholders if the joint Shareholders present in person or by proxy are more than one. In regard thereof, the priority of the Shareholders shall be determined by the rankings of the relevant joint Shareholders in the register of members of the Company in relation to the relevant Shares.

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

  • (3) The address of Computershare Hong Kong Investor Services Limited is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (Telephone: [phone], Fax: [phone]).

  • (4) The location of the Company's Board office is at No. 1508 Xinzha Road, Jing'an District, Shanghai, the PRC (Postcode: 200040, Telephone: [phone], Fax: [phone]).