THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in LUZHENG FUTURES Company Limited, you should at once hand this circular and the accompanying 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 the 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.

LUZHENG FUTURES Company Limited

魯 証 期 貨 股 份 有 限 公 司

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

(Stock Code: 01461)

ELECTION OF NON-STAFF REPRESENTATIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS ELECTION OF NON-STAFF REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

A notice convening the EGM of the Company to be held at 9:00 a.m. on Tuesday, 10 December 2019 at Conference Room 1616, 16/F, Securities Tower, No. 86 Jingqi Road, Shizhong District, Jinan, Shandong Province, the PRC, is set out on pages EGM-1 to EGM-3 of this circular. A letter from the Board is set out on pages 3 to 6 of this circular.

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the appropriate form of proxy in accordance with the instructions printed thereon. The form of proxy should be returned in person or by post not less than 24 hours before the time appointed for the EGM (i.e. before 9:00 a.m. on Monday, 9 December 2019) or any adjournment thereof to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders of H Shares) and the Board's office of the Company (for holders of Domestic Shares). Completion and return of the form of proxy will not preclude any Shareholder from attending and voting at the EGM or any adjournment thereof in person if such Shareholder so wishes.

Shareholders are requested to complete and return the reply slip to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders of H Shares) or the Board's office of the Company (for holders of Domestic Shares) on or before Wednesday, 20 November 2019, if they wish to attend the EGM either in person or by proxy.

25 October 2019

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019. . . . . . . .

EGM-1

APPENDIX I BIOGRAPHIES OF THE CANDIDATES FOR NON-STAFF

REPRESENTATIVE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-1

APPENDIX II BIOGRAPHIES OF THE CANDIDATES FOR NON-STAFF

REPRESENTATIVE SUPERVISORS. . . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

- i -

DEFINITIONS

Unless the context otherwise requires, the following expressions shall have the following meanings in this circular:

"Articles of Association"

the articles of association of LUZHENG FUTURES Company

Limited as amended from time to time

"Board" or "Board of Directors"

the board of directors of the Company

"China" or "PRC"

the People's Republic of China, in this circular, excluding

Hong Kong, the Macau Special Administrative Region of the

PRC and Taiwan

"Company"

LUZHENG FUTURES Company Limited ( 魯 証 期 貨 股 份

有 限 公 司), a joint stock limited company incorporated in

the PRC and its H Shares are listed on the Hong Kong Stock

Exchange (stock code: 01461)

"Director(s)"

the director(s) of the Company

"Domestic Share(s)"

ordinary share(s) issued in the share capital of the Company,

with a nominal value of RMB1.00 each, which is/are

subscribed for and paid up in RMB

"EGM"

the first extraordinary general meeting of 2019 of the Company

to be held at 9:00 a.m. on Tuesday, 10 December 2019 at

Conference Room 1616, 16/F Securities Tower, No. 86 Jingqi

Road, Shizhong District, Jinan, Shandong Province, the PRC

"H Share(s)"

overseas listed foreign shares in the share capital of the

Company with a nominal value of RMB1.00 each, which are

listed on the Hong Kong Stock Exchange and dealt with in

HK$

"HK$"

the lawful currency of Hong Kong

"holder(s) of Domestic Share(s)"

the holder(s) of the Domestic Share(s)

"holder(s) of H Share(s)"

the holder(s) of H Share(s)

"Hong Kong"

Hong Kong Special Administrative Region of the PRC

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

- 1 -

DEFINITIONS

"Latest Practicable Date"

24 October 2019, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain

information contained herein

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited as amended from time to

time

"Nomination Committee"

the Nomination Committee of the Board of Directors

"RMB"

the lawful currency of the PRC

"Rules of Procedures of

the rules of procedures of the Board of Directors of the

the Board of Directors"

Company as amended from time to time

"Rules of Procedures of

the rules of procedures of the Supervisory Committee of the

the Supervisory Committee"

Company as amended from time to time

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong) as amended, supplemented or otherwise

modified from time to time

"Share(s)"

the ordinary share(s) of the Company with a nominal value of

RMB1.00 each, including Domestic Shares and H Shares of the

Company

"Shareholder(s)"

the holder(s) of the Share(s)

"Supervisor(s)"

the supervisor(s) of the Company

"Supervisory Committee"

the supervisory committee of the Company

"%"

percentage

In case of any discrepancy between the Chinese version and the English version of this circular, the Chinese version shall prevail.

- 2 -

LETTER FROM THE BOARD

LUZHENG FUTURES Company Limited

魯 証 期 貨 股 份 有 限 公 司

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

(Stock Code: 01461)

Executive Directors:

Registered office & Headquarters

Chen Fang (Chairman)

in the PRC:

Liang Zhongwei

15-16/F Securities Tower

No. 86 Jingqi Road

Non-executive Directors:

Shizhong District, Jinan

Yin Ge

Shandong Province

Li Chuanyong

the PRC

Liu Feng

Principal Place of Business in Hong Kong:

Independent Non-executive Directors:

40th Floor, Sunlight Tower

Gao Zhu

No. 248 Queen's Road East

Yu Xuehui

Wanchai

Wang Chuanshun

Hong Kong

Li Dapeng

25 October 2019

To the Shareholders

Dear Sir or Madam,

ELECTION OF NON-STAFF REPRESENTATIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS ELECTION OF NON-STAFF REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

INTRODUCTION

This circular contains the notice of the EGM, which sets out the details of the resolutions to be proposed at the EGM, which enable you to make informed decision on whether to vote for or against the resolutions to be proposed at the EGM.

- 3 -

LETTER FROM THE BOARD

MATTERS TO BE RESOLVED AT THE EGM

Ordinary resolutions will be proposed at the EGM to approve: (1) Proposal on Election of Non-staff Representative Directors of the Third Session of the Board of Directors; and (2) Proposal on Election of Non-staff Representative Supervisors of the Third Session of the Supervisory Committee.

ORDINARY RESOLUTIONS

1. Proposal on Election of Non-staff Representative Directors of the Third Session of the Board of Directors

Since the term of the second session of the Board of Directors of the Company expired, according to the Company Law of the People's Republic of China, the Articles of Association and the Rules of Procedures of the Board of Directors, the third session of the Board of Directors of the Company will comprise 10 members, including 4 independent Directors and one staff representative Director. The Nomination Committee has conducted qualification review of candidates for Directors who are nominated and recommended by eligible Shareholders, and after consulting the candidates for the Directors, proposed that the following persons recommended are determined as candidates for non-staff representative Directors of the third session of the Board of Directors of the Company:

Mr. Zhong Jinlong, Mr. Liu Hongsong, Mr. Hu Kainan, Mr. Ming Gang, Mr. Liu Feng, Mr. Gao Zhu, Mr. Wang Chuanshun, Mr. Li Dapeng and Mr. Zheng Jianping.

Among the said candidates, Mr. Gao Zhu, Mr. Wang Chuanshun, Mr. Li Dapeng and Mr. Zheng Jianping are candidates for independent non-executive Directors.

After the above-mentionednon-staff representative Directors are considered and approved at the EGM, they will form part of the third session of the Board of Directors of the Company together with the staff representative Director.

Each of the abovementioned candidates for independent non-executive Directors has confirmed their independence to the Company in accordance with Rule 3.13 of the Listing Rules. The Nomination Committee has assessed and reviewed the independence of each of the candidates for independent non-executive Directors and believes that each of the candidates for independent non-executive Directors has satisfied the independence requirements.

The Nomination Committee believes that each of the above-mentioned candidates for independent non-executive Directors has the basic knowledge of the operation of a listed company, is familiar with relevant laws, administrative regulations, rules and other regulatory documents, and has the legal, economic, financial, management or other work experience as necessary to discharge their duties as independent non-executive Directors, will properly discharge their duties and responsibilities as independent non-executive Directors and make positive contribution to the development of the Company. Each of the abovementioned candidates for independent non-executive Directors will also promote diversity of the Board in a number of aspects, including age, cultural and educational background, professional experience, expertise and knowledge.

- 4 -

LETTER FROM THE BOARD

The above proposal has been considered and approved at the 28th meeting of the second session of the Board of Directors of the Company on 24 October 2019 and is now submitted to the EGM for consideration and approval. Biographies of the candidates for non-staff representative Directors of the third session of the Board of Directors of the Company are set out in Appendix I to this circular.

2. Proposal on Election of Non-Staff Representative Supervisors of the Third Session of the Supervisory Committee

Since the term of the second session of the Supervisory Committee of the Company expired, according to the Company Law of the People's Republic of China, the Articles of Association and the Rules of Procedures of the Supervisory Committee, the third session of the Supervisory Committee of the Company will comprise 7 members, including 3 independent Supervisors and 3 staff representative Supervisors.

The Supervisory Committee has conducted qualification review of candidates for Supervisors who are nominated and recommended by eligible Shareholders, and after consulting the candidates for the Supervisors, proposed that the following persons recommended are determined as candidates for non-staff representative Supervisors of the third session of the Supervisory Committee of the Company:

Mr. Tan Shaojie, Mr. Hu Yuyue, Mr. Mu Yong and Mr. Yu Xuehui.

Among the said candidates, Mr. Hu Yuyue, Mr. Mu Yong and Mr. Yu Xuehui are candidates for independent Supervisors.

After the above-mentionednon-staff representative Supervisors are considered and approved at the EGM, they will form part of the third session of the Supervisory Committee of the Company together with the staff representative Supervisors.

The above proposal has been considered and approved at the 10th meeting of the second session of the Supervisory Committee of the Company on 24 October 2019 and is now submitted to the EGM for consideration and approval. Biographies of the candidates for non-staff representative Supervisors of the third session of the Supervisory Committee of the Company are set out in Appendix II to this circular.

EGM

A notice convening the EGM of the Company to be held at 9:00 a.m. on Tuesday, 10 December 2019 at Conference Room 1616, 16/F Securities Tower, No. 86 Jingqi Road, Shizhong District, Jinan, Shandong Province, the PRC, is set out on pages EGM-1 to EGM-3 of this circular.

All the resolutions proposed at the EGM will be taken by poll.

- 5 -

LETTER FROM THE BOARD

A reply slip and a form of proxy for use at the EGM are also enclosed herein and published on the HKEXnews website of Hong Kong Stock Exchange (www.hkexnews.com.hk) and the website of the Company (www.luzhengqh.com). Shareholders who intend to appoint a proxy to attend the EGM shall complete, sign and return the appropriate form of proxy in accordance with the instructions printed thereon.

For holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no less than 24 hours (i.e., before 9:00 a.m. on Monday, 9 December 2019) before the time appointed for holding the EGM in order for such documents to be valid. For holders of Domestic Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to the Board's office of the Company in the PRC at Room 1613, 16/F, Securities Tower, No. 86 Jingqi Road, Shizhong District, Jinan, Shandong Province, the PRC, not less than 24 hours before the time appointed for holding the EGM (i.e., before 9:00 a.m. on Monday, 9 December 2019) in order for such documents to be valid. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof in person.

Pursuant to the Articles of Association, for the purpose of determining the entitlements of the Shareholders to attend and vote at the EGM, the register of members of H Shares will be closed from Sunday, 10 November 2019 to Tuesday, 10 December 2019 (both days inclusive), during which period no transfer of H Shares will be registered. Shareholders whose names appear on the register of members of the Company on Tuesday, 10 December 2019 are entitled to attend and vote at the EGM.

In order to be eligible to attend the EGM, all transfer documents shall be lodged to Computershare Hong Kong Investor Services Limited, the Company's H share registrar, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by the holders of H Shares, not later than 4:30 p.m. Friday, 8 November 2019.

RECOMMENDATION

The Directors believe that the resolutions to be proposed at the EGM are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM.

By order of the Board

LUZHENG FUTURES Company Limited

Chairman

CHEN Fang

- 6 -

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

LUZHENG FUTURES Company Limited

魯 証 期 貨 股 份 有 限 公 司

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

(Stock Code: 01461)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of 2019 (the "EGM") of LUZHENG FUTURES Company Limited (the "Company") will be held at Conference Room 1616, 16/F Securities Tower, No. 86 Jingqi Road, Shizhong District, Jinan, Shandong Province, the People's Republic of China (the "PRC") at 9:00 a.m. on Tuesday, 10 December 2019 for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the election of non-staff representative directors of the third session of the board of directors of the Company;

  1. To consider and approve the election of Mr. ZHONG Jinlong as an executive director of the third session of the board of directors of the Company;
  2. To consider and approve the election of Mr. LIU Hongsong as a non-executive director of the third session of the board of directors of the Company;
  3. To consider and approve the election of Mr. HU Kainan as a non-executive director of the third session of the board of directors of the Company;
  4. To consider and approve the election of Mr. MING Gang as a non-executive director of the third session of the board of directors of the Company;
  5. To consider and approve the election of Mr. LIU Feng as a non-executive director of the third session of the board of directors of the Company;
  6. To consider and approve the election of Mr. GAO Zhu as an independent non-executive director of the third session of the board of directors of the Company;
  7. To consider and approve the election of Mr. WANG Chuanshun as an independent non-executive director of the third session of the board of directors of the Company;
  8. To consider and approve the election of Mr. LI Dapeng as an independent non-executive director of the third session of the board of directors of the Company;
  9. To consider and approve the election of Mr. ZHENG Jianping as an independent non-executive director of the third session of the board of directors of the Company;

- EGM-1 -

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

2. To consider and approve the election of non-staff representative supervisors of the third session of the supervisory committee of the Company;

  1. To consider and approve the election of Mr. TAN Shaojie as a supervisor of the third session of the supervisory committee of the Company;
  2. To consider and approve the election of Mr. HU Yuyue as an independent supervisor of the third session of the supervisory committee of the Company;
  3. To consider and approve the election of Mr. MU Yong as an independent supervisor of the third session of the supervisory committee of the Company;
  4. To consider and approve the election of Mr. YU Xuehui as an independent supervisor of the third session of the supervisory committee of the Company.

By order of the Board

LUZHENG FUTURES Company Limited

CHEN Fang

Chairman

Jinan, the PRC, 25 October 2019

Notes:

  1. Pursuant to 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. As such, each of the resolutions set out in the notice of EGM will be voted by poll. After the closure of the EGM, results of the poll voting will be published on the Company's website at www.luzhengqh.com and the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
  2. Any shareholder of the Company (the "Shareholder") entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder.
  3. In order to be valid, the form of proxy together with the notarized power of attorney or other documents of authorization, if any, must be completed and returned to the Board's office of the Company (for holders of domestic shares) or the H share registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders of H shares), not less than 24 hours before the time appointed for holding the EGM (i.e. before 9:00 a.m. on Monday, 9 December 2019) or any adjournment thereof. The address of Board's office of the Company is Room 1613, 16/F Securities Tower, No. 86 Jingqi Road, Shizhong District, Jinan, Shandong Province, the PRC. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof should he/she so wish.
  4. The H share register of members of the Company will be closed, for the purpose of determining the entitlement of holders of H shares to attend the EGM, from Sunday, 10 November 2019 to Tuesday, 10 December 2019, both days inclusive, during which period no transfer of H shares will be registered. Any Shareholder whose name appears on the H share registrar of members of the Company on Tuesday, 10 December 2019 will be entitled to attend and vote at the EGM. In order to be eligible to attend the EGM, holders of H shares should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Friday, 8 November 2019.
  5. In case of joint holders of any shares, the one whose name stands first in the register of members of the Company shall be entitled to attend and vote at the EGM in respect of such shares.

- EGM-2 -

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

  1. Shareholders intending to attend the EGM in person or by their proxies should return the reply slip for attending the EGM in person or by post to the Board's office of the Company at Room 1613, 16/F Securities Tower, No. 86 Jingqi Road, Shizhong District, Jinan, Shandong Province, the PRC (for holders of domestic shares) or the Company's H share registrar, Computershare Hong Kong Investors Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares) on or before Wednesday, 20 November 2019.
  2. Below is the principal place of business of the Company in the PRC:
    15-16/F Securities Tower, No. 86 Jingqi Road, Shizhong District, Jinan, Shandong Province, the PRC Tel: +86-531-81678629
    Fax: +86-531-81678628
    Below is the contact of Computershare Hong Kong Investor Services Limited, the H share registrar of the Company: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
    Tel: +852-28628555
    Fax: +852-28650990

- EGM-3 -

APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE DIRECTORS

The biographies of the candidates for non-staff representative Directors are set out below:

CANDIDATES FOR EXECUTIVE DIRECTORS

Mr. ZHONG Jinlong

Mr. Zhong Jinlong ( 鐘金龍) (without former name), aged 54, joined the Company in September 2019. At present, he is the secretary to the party committee of the Company, the deputy general manager of Zhongtai Securities Co., Ltd. ( 中泰證券股份有限公司) ("Zhongtai Securities"), as well as a member of the Financing Business Committee under the Securities Association of China ( 中 國 證 券 業 協 會). Mr. Zhong Jinlong worked as assistant engineer and engineer at the Electric Power Test and Research Institute of Shandong Electric Power Supply Bureau ( 山東省電力局電力試驗研究所) and Shenzhen Nuclear Power Engineering Company ( 深圳核電工程公司) from July 1986 to September 1993; served as the chief and director of the Administrative Office of Shandong International Trust and Investment Corporation ( 山東省國際信託投資公司) from August 1995 to June 2000; served as deputy general manager and general manager and other positions in Minsheng Securities Co., Ltd. ( 民生證券股份有 限公司) (formerly known as Yellow River Securities Co., Ltd. ( 黃河證券有限公司)) from June 2000 to January 2008; he held various positions, such as compliance officer and deputy general manager of Qilu Securities Co., Ltd. ( 齊魯證券有限公司) from January 2008 to September 2015; served as deputy general manager of Zhongtai Securities (formerly known as Qilu Securities Co., Ltd. ( 齊魯證券有限 公司)) since September 2015; and the secretary to the party committee of the Company since September 2019. Mr. Zhong Jinlong graduated from Xi'an Jiaotong University with a bachelor's degree in power system and automation in July 1986; he graduated from Shanghai University of Foreign Trade (formerly known as Shanghai Institute of Foreign Trade) with a bachelor's degree in international trade in July 1995; graduated from Peking University with a master's degree in EMBA in March 2005. Mr. Zhong Jinlong was awarded the professional qualification of the engineer in August 1987.

- I-1 -

APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE DIRECTORS

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

Mr. LIU Hongsong

Mr. Liu Hongsong ( 劉洪松) (without former name), aged 47. At present, he is a member of the Brokerage Business Management Committee (the "Brokerage Management Committee") and the general manager of the brokerage business department of the Brokerage Management Committee of Zhongtai Securities. Mr. Liu Hongsong worked as an employee and deputy manager of the computer department in Jinan Sales Office of Shandong Securities Co., Ltd. ( 山東證券有限責任公司) from July 1997 to March 2001; he served as the manager of the trading department at Jinan Management Headquarters of Shandong Securities Co., Ltd. from March 2001 to October 2001; he served as the assistant to the general manager of the brokerage business headquarters of Tiantong Securities Co., Ltd. ( 天 同 證 券 有 限 責 任 公 司) from October 2001 to April 2005; he served as the general manager of Shandong Yingtian Dongli Optoelectronics Technology Co., Ltd. ( 山東應天崠立光電科技有限公司) from May 2005 to September 2007; he served as assistant to general manager of customer relations department and customer service department of Zhongtai Securities (formerly known as Qilu Securities Co., Ltd.) from September 2007 to October 2008; he served as deputy general manager of the customer service department, E-commerce department, customer service headquarters, brokerage business headquarters, and retail business headquarters of Zhongtai Securities from October 2008 to February 2015 in succession; he has been a member of the Brokerage Management Committee of Zhongtai Securities since February 2015; he served as deputy general manager of the operations management department of the Brokerage Management Committee of Zhongtai Securities from February 2015 to August 2015; he served as the general manager of the wealth management department of the Brokerage Management Committee of Zhongtai Securities from August 2015 to May 2017; and he has served as the general manager of the brokerage business department of the Brokerage Management Committee of Zhongtai Securities since May 2017. Mr. Liu Hongsong graduated from Shandong University with a master's degree in radio electronics in July 1997.

Mr. HU Kainan

Mr. Hu Kainan ( 胡開南) (without former name), aged 51. At present, he is the general manager of the risk management department of Zhongtai Securities. Mr. Hu Kainan worked as an employee in the computer room of Jixi Locomotive Depot of Jinan Railway Sub-bureau ( 濟 南 鐵 路 分 局 濟 西 機 務 段) from July 1990 to November 1994; he served as the assistant to manager of Shenzhen Hongli Road Sales Office of Tiantong Securities Co., Ltd. ( 天同證券有限責任公司) from November 1994 to November 1997; he worked as an employee in the supervision and inspection department of Tiantong Securities Co., Ltd. from November 1997 to January 2007; he served as senior business manager of the compliance management headquarters and risk control department of Zhongtai Securities (formerly known as Qilu Securities Co., Ltd.), from January 2007 to July 2010; he served as assistant to general manager of risk management department and risk compliance headquarters of Zhongtai Securities from July 2010 to November 2013; he served as the deputy general manager of risk compliance headquarters of Zhongtai Securities from November 2013 to July 2016; he served as the deputy general manager of the risk management department of Zhongtai Securities from July 2016 to October 2019; he became general manager of the risk management department of Zhongtai Securities since October 2019. Mr. Hu Kainan graduated from Shanghai Railway College with a bachelor's degree in computer software in July 1990.

- I-2 -

APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE DIRECTORS

Mr. MING Gang

Mr. Ming Gang ( 明 鋼) (without former name), aged 42. At present, he is general manager of the Supply and Marketing Company of Yongfeng Group Co., Ltd. ( 永 鋒 集 團 有 限 公 司). Mr. Ming Gang has held various positions in Yongfeng Group Co., Ltd. from August 2008 to December 2018, including general manager of Shandong Yongfeng International Trading Co., Ltd., deputy general manager of the marketing company and the head of the trade department; he became general manager of Supply and Marketing Company of Yongfeng Group Co., Ltd. since December 2018. Mr. Ming Gang graduated from Party School of the CPC Shandong Provincial Committee in December 2001, majoring in economic management.

Mr. LIU Feng

Mr. Liu Feng ( 劉 峰) (with a former name of Liu Feng ( 劉 鋒)), aged 46, joined the Company in February 2015. At present, he is a non-executive Director of the Company, as well as the general manager and director of Lukang Investment Co., Ltd ( 魯 康 投 資 有 限 公 司) and a non-executive director of Zhongtong Bus Holding Co., Ltd. ( 中 通 客 車 控 股 股 份 有 限 公 司). Mr. Liu Feng served as an office staff member of the silk worm cocoon division and the deputy director member of trading and development department of Shandong Silk Corporation ( 山 東 省 絲 綢 總 公 司) from July 1994 to June 2002; served as the manager of comprehensive administration department of Shandong Hengrun Silk Co., Ltd. ( 山東恒潤絲綢有限公司) from July 2004 to January 2005; served as a principal staff member in the silk worm cocoon unit of Qingdao Hairun Investment Group ( 青島海潤投資集團) from January 2005 to December 2005; served as the secretary and principal staff member of comprehensive administration office of Shandong Silk Group ( 山東省絲綢集團有限公司) from January 2006 to June 2009; served in several positions in Shandong State-owned Assets Investment Holdings Co., Ltd. ( 山東省 國有資產投資控股有限公司) in succession from June 2009 to May 2017 such as the clerical director of comprehensive department, the director of equity operation of capital operation department and the senior business manager and deputy director of capital operation department as well as the deputy general manager of the capital operation center; he served as the general manager and director of Shandong Juneng Investment Co., Ltd ( 山 東 省 巨 能 投 資 有 限 公 司) from September 2014 to April 2016; served as a non-executive Director of the Company since February 2015, and he was appointed as the deputy head of the People's Government of Shanting District, Zaozhuang City from July 2015 to July 2016; served as general manager and director of Lukang Investment Co., Ltd. ( 魯康投資有限公司) since May 2017. He became a non-executive director of Zhongtong Bus Holding Co., Ltd. since December 2016. Mr. Liu Feng graduated from Shandong Agricultural University, majoring in sericultural science and obtained a bachelor degree in July 1994; graduated from Renmin University of China majoring in business administration and obtained a master degree in July 2004; and graduated from Shandong Agricultural University majoring in the management of agricultural economy and obtained a doctoral degree in June 2011. Mr. Liu Feng obtained the qualification of agronomist issued by the Intermediate Review Commission of Professional Titles in Agriculture of Shandong Silk Corporation in October 1999.

- I-3 -

APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE DIRECTORS

CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. GAO Zhu

Mr. Gao Zhu ( 高竹) (without former name), aged 56, joined the Company in December 2012. At present, he is an independent non-executive Director of the Company as well as the deputy chairman of UOB Investment (China) Limited ( 大華大陸投資有限公司). Mr. Gao Zhu served as the deputy general manager of Minmetals Investment & Development Co., Ltd. ( 五礦投資發展有限公司) from June 2002 to October 2010; served as the chairman of the board of directors of Minmetals Haiqin Futures Co., Ltd. (五 礦海勤期貨有限公司) from August 2003 to November 2010; served as deputy chairman of the board of directors of Minmetals Star Futures Brokerage Co., Ltd. ( 五礦實達期貨經紀有限責任公司) from August 2003 to November 2010; served as the general manager and the deputy chairman of the board of directors of Minmetals Securities Co., Ltd. ( 五礦證券有限公司) from September 2010 to November 2011; served as the president of UOB Investment (China) Limited from November 2011 to April 2016; served as an independent director of AVIC Futures Co., Ltd. ( 中 航 期 貨 有 限 公 司) from December 2014 to October 2018; served as independent non-executive Director of the Company since December 2012; and served as the deputy chairman of UOB Investment (China) Limited since April 2016. Mr. Gao Zhu graduated from University of Science and Technology Beijing majoring in industrial management engineering and obtained his highest degree - a master degree in July 1988. Mr. Gao Zhu obtained the qualification of senior international business executive issued by the Occupation Qualification Review Committee for Senior International Business Expertise under the Ministry of Foreign Trade and Economic Cooperation of the PRC in March 1999.

- I-4 -

APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE DIRECTORS

Mr. WANG Chuanshun

Mr. Wang Chuanshun ( 王傳順) (without former name), aged 53, joined the Company in December

2012. At present, he is an independent non-executive Director of the Company, and the director of Shandong Branch of Ruihua Certified Public Accountants ( 瑞華會計師事務所山東分所), independent director of Shandong Aofu Environmental Protection Technology Co., Ltd. ( 山 東 奧 福 環 保 科 技 股 份 有 限 公 司), independent director of Qingdao iTechene Technologies Co., Ltd. ( 青 島 乾 程 科 技 股 份 有 限 公 司), independent director of Shandong Taihe Water Treatment Technologies Co., Ltd. ( 山 東 泰 和 水 處 理 科 技 股 份 有 限 公 司) and independent non-executive director of Huadian Power International Corporation Limited ( 華電國際電力股份有限公司). Mr. Wang Chuanshun served as a division member in Shandong Audit Office from July 1990 to November 1994; served as deputy director of audit department of Shandong Accounting Firm ( 山 東 會 計 師 事 務 所) from November 1994 to December 1998; served as deputy general manager and senior accountant in Shandong Zhengyuan Hexin Accounting Firm ( 山 東 正 源 和 信 會 計 師 事 務 所) from January 1999 to December 2004; served as director of Shandong Branch of Ruihua Certified Public Accountants since January 2005; and served as an independent non-executive Director of the Company since December 2012; served as an independent director of Shandong Aofu Environmental Protection Technology Co., Ltd. since March 2015; served as an independent director of Qingdao iTechene Technologies Co., Ltd. since March 2015; served as an independent director of Shandong Taihe Water Treatment Technologies Co., Ltd. since June 2015; and served as an independent non-executive director of Huadian Power International Corporation Limited (a company listed on the Hong Kong Stock Exchange, stock code: 1071) since June 2016. Mr. Wang Chuanshun graduated from Shandong Agricultural University majoring in management of agricultural economy and obtained a bachelor degree in July 1987; graduated from Southwest Agricultural University and obtained a master degree in July 1990, with research orientation of accounting and audit. Mr. Wang Chuanshun obtained the qualification of senior accountant issued by the Department of Personnel of Shandong Province in November 1997, and obtained the qualification of certified public accountant issued by the Institute of Certified Public Accountants of Shandong Province in June 2000.

- I-5 -

APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE DIRECTORS

Mr. LI Dapeng

Mr. Li Dapeng ( 李大鵬) (without former name), aged 61, joined the Company in June 2016. At present, he is an independent non-executive Director of the Company, the chief executive officer of Qingdao United Credit Asset Trading Center ( 青島聯合信用資產交易中心) and an independent non-executive director of China Energine International (Holdings) Limited ( 中 國 航 天 萬 源 國 際(集 團)有 限 公 司). Mr. Li Dapeng served as a part-time professor in the University of Cincinnati and the Ohio State University from September 1990 to August 2001; and served as the technical advisor of Anthem Blue Cross and Blue Shield Insurance Company in the United States of America from January 1998 to August 2001; served as the chief architect of New York Mercantile Exchange from August 2001 to August 2003; served as an expert of Committee of Formulation of Capital Market Standards and the associate director of STEP working group of CSRC participating in the formulation of information technology standards of the capital market in the CSRC from September 2003 to March 2008; and served as the chief information officer and the chairman of Technology Management Committee of Shanghai Futures Exchange from September 2003 to March 2010; joined the formulation of the 12th Five-Year Plan of CSRC and directly involved in the drafting of its section headed "Internationalization" from September 2010 to February 2011; served as the senior advisor to chief executive officer of Hong Kong Exchanges and Clearing Limited from March 2010 to June 2015; served as the chief information officer of Haier Finance Holdings (Qingdao) Company Limited ( 海爾金融控股(青島)有限公司) from July 2015 to February 2018; served as an independent non-executive director of China Energine International (Holdings) Limited (listed on the Hong Kong Stock Exchange, stock code: 01185) since November 2015; he has served as chief executive officer of Qingdao United Credit Asset Trading Center since February 2018. Mr. Li Dapeng graduated from University of Science and Technology Beijing (formerly known as Beijing Steel Institute) with a bachelor degree in computer engineering in February 1982 and a master degree in computer engineering in June 1986, and graduated from the University of Cincinnati with a doctoral degree in computer engineering in December 1991 specializing in the theory of computing models of neural networks and the implementation of pattern recognition in the field of artificial intelligence.

- I-6 -

APPENDIX I

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE DIRECTORS

Mr. ZHENG Jianping

Mr. Zheng Jianping ( 鄭堅平) (without former name), aged 56, is a director, executive vice president, managing director and head of Investment Bank Department of Huizhi International Capital Holdings Co., Limited ( 匯 智 國 際 金 融 控 股 有 限 公 司). He had worked at London, Singapore, Beijing and Hong Kong as the executive officer of Rothschild, and a director of Rothschild China and Rothschild Hong Kong Limited from September 1994 to May 2002; served as executive director of ICEA ( 工商東亞有 限公司) from June 2002 to August 2003; he held various positions at Investment Banking division of HSBC ( 滙豐銀行), such as executive director, managing director, head of Resources and Energy Group for Asia Pacific from September 2004 to September 2008; he worked as a partner, senior managing director, head of Greater China Advisory of the Blackstone Group from October 2008 to April 2011; served as managing director, head of China M&A, Investment Banking Division of Citigroup Group from July 2011 to April 2015; he had served as a director, executive vice president, managing director and head of the Investment Bank Department of Huizhi International Capital Holdings Co., Limited since October 2015. Mr. Zheng Jianping graduated from Shanghai Jiao Tong University with a bachelor's degree in computer science in July 1985; he graduated from Shanghai Jiao Tong University with a master's degree in computer science in January 1988.

Save as disclosed in this circular, each of the candidates for Directors has confirmed that he: (1) has not held any directorships in any listed companies, or held any other major appointments and professional qualifications in the past three years; (2) does not hold any position in the Company and its subsidiaries;

  1. has no relationship with any Director, Supervisor, senior management, substantial Shareholder or controlling Shareholder of the Company; (4) has no interest in any Share of the Company within the meaning of Part XV of the SFO as of the Latest Practicable Date; and (5) there is no information which is discloseable pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor is there any other matter concerning his appointment that needs to be brought to the attention of the Shareholders.

The Company will enter into service contracts with each of them if the said candidates for Directors are appointed as the Directors. The remuneration of each Director will be determined based on the remuneration standards considered and approved by the Company's 2015 annual general meeting. The Company will disclose Directors' remuneration or allowances in the annual report of each year.

The term of office of each Director is three years, which shall commence upon the date of the Shareholders' approval and shall expire in three years after such re-election and appointment.

- I-7 -

APPENDIX II

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE SUPERVISORS

The biographies of the candidates for non-staff representative Supervisors are set out below:

CANDIDATES FOR SUPERVISORS

Mr. TAN Shaojie

Mr. Tan Shaojie ( 譚少傑) (without former name), aged 41. At present, he is the head of the Comprehensive Management Office of Jinan Energy Investment Co., Ltd. ( 濟 南 市 能 源 投 資 有 限 責 任 公 司), and the executive director (legal representative) of Jinan Chanfa Industrial Co., Ltd. ( 濟南產發實業有限公司). Mr. Tan Shaojie was a trainee at Jinan Energy Investment Co., Ltd. from July 2005 to July 2006; served as an assistant economist at Jinan Energy Investment Co., Ltd. from July 2006 to May 2012; served as an intermediate economist at Jinan Energy Investment Co., Ltd. from May 2012 to September 2017; served as a third-level clerk of the Human Resources Department of Jinan Industrial Development Investment Group Co., Ltd. from September 2016 to November 2016; served as head of the Planning and Finance Department of Jinan Energy Investment Co., Ltd. from September 2017 to December 2017; he has been the head of the Comprehensive Management Office of Jinan Energy Investment Co., Ltd. since December 2017; and started to serve as executive director (legal representative) of Jinan Chanfa Industrial Co., Ltd. in April 2019. Mr. Tan Shaojie graduated from Shandong University of Economics (currently known as Shandong University of Finance and Economics) with a bachelor's degree in information management and information system in July 2005. He graduated from Shandong University of Finance (currently known as Shandong University of Finance and Economics) with a master's degree in business administration in June 2009. Mr. Tan Shaojie obtained the qualification of intermediate economist issued by the Human Resources and Social Security Department of Shandong Province in November 2010.

- II-1 -

APPENDIX II

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE SUPERVISORS

CANDIDATES FOR INDEPENDENT SUPERVISORS

Mr. HU Yuyue

Mr. Hu Yuyue ( 胡俞越) (without former name), aged 58, joined the Company in June 2015. At present, he is an independent Supervisor of the Company, and he is also the consultant to the drafting group of Futures Law in the National People's Congress, the director of institute of securities and futures of Beijing Technology and Business University, a part-time professor of China Agricultural University, Central South University and Qingdao University, a standing director of the Capital Enterprise Reform and Development Society, the director of the Beijing University for Business Administration, a member of the Advisory Committee of Zhengzhou Commodity Exchange, a member of the Product Committee of Shanghai Futures Exchange, member of Exchange Advisory Committee and deputy director of the Expert Committee of the Research Institute of Dalian Commodity Exchange, a consulting expert of Shanghai Stock Exchange, deputy director of the Financial Work Committee of China Market Society, deputy director of Expert Committee of CFLP Bulk Commodity Market and an independent director of six companies (please see below for details of these companies). Mr. Hu Yuyue served in several positions in succession in the department of economics of Beijing College of Commerce from August 1983 to April 1999, including teaching assistant, lecturer, associate professor and the director of the teaching and research office of trade and economics; served as a professor of the school of economics and the director of securities and futures institute in Beijing Technology and Business University since May 1999; served as an independent director of Minmetals & Jingyi Futures Co., Ltd. ( 五礦經易期貨有限公司) since April 2006; served as an independent director of Shanghai Ganglian Ecommerce Holdings Co., Ltd. ( 上 海鋼聯電子商務股份有限公司) (listed on Shenzhen Stock Exchange; stock code: 300226) since May 2014; served as an independent director of Shanxi Zhangze Electric Power Co., Ltd ( 山西漳澤電力股 份有限公司) (listed on Shenzhen Stock Exchange; stock code: 000767) since May 2016; served as an independent director of Zhejiang Juhua Co., Ltd ( 浙江巨化股份有限公司) (listed on Shanghai Stock Exchange; stock code: 600160) since November 2016; served as an independent director of Beijing Urban Construction Investment & Development Co., Ltd. ( 北 京 城 建 投 資 發 展 股 份 有 限 公 司) (listed on Shanghai Stock Exchange; stock code: 600266) since July 2018; he served as an independent director of ADDSINO Co., Ltd. ( 航天工業發展股份有限公司). (a company listed on Shenzhen Stock Exchange, stock code: 000547) since May 2019; and served as Supervisor of the Company since June 2015. Mr. Hu Yuyue was granted by the Ministry of Education of the PRC the "Research Achievement Award of the Second National Regular Institutions of Higher Learning in Social Science" in December 1998; rewarded as "Excellent Young Elite Teacher in Beijing" by Beijing Municipal Education Commission in 1998; selected to the "Hundred Theoretical Talents Plan for the New Century in Beijing" by the Propaganda Department of Beijing Committee of the Communist Party of China in 2001; and was entitled by

Beijing Federation of Trade Unions "Hu Yuyue Securities and Futures Research Team - Municipal Staff Innovation Studio" ( 胡 俞 越 證 券 期 貨 研 究 團 隊-市 級 職 工 創 新 工 作 室) in 2011. Mr. Hu Yuyue

graduated from Nanjing University majoring in history and obtained a bachelor degree in July 1983. Mr. Hu Yuyue was granted the title of professor by Beijing High Professional Technical Title Review Committee in September 1999.

- II-2 -

APPENDIX II

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE SUPERVISORS

Mr. MU Yong

Mr. Mu Yong ( 牟勇) (without former name), aged 43, joined the Company in June 2015. At present, he is an independent Supervisor of the Company, as well as the deputy general manager of Beijing Goldstone Agri-Investment Funds Management Center ( 北京金石農業產業投資基金管理中心), the managing director of Beijing Liuhe Fund Management Co., Ltd. ( 北京六合基金管理有限公司), the representative of the Beijing Fruit Industry Development Fund ( 北 京 市 果 樹 產 業 發 展 基 金) and the representative of the Beijing Foreign Economic and Trade Development Guidance Fund ( 北 京 外 經 貿 發 展 引 導 基

). Mr. Mu Yong served as a staff member in Sichuan Branch of King & Wood Mallesons ( 金杜律師 事務所) from February 2000 to August 2000; served as a legal consultant of Beijing Capital Management Company Limited ( 北京首創資產管理有限公司) from July 2003 to March 2005; served in succession

as level-4 assistant, level-3 assistant, principal staff member and deputy director of the CSRC from March 2005 to May 2013; served as the general manager of Shanxi Dianshi Equity Investment Co., Ltd. ( 山西典 石股權投資管理有限公司) from June 2013 to December 2014; served as the deputy general manager of Beijing Goldstone Agri-Investment Funds Management Center since January 2014; served as an independent

Supervisor of the Company since June 2015; served as the managing director of Beijing Liuhe Fund Management Co., Ltd. ( 北京六合基金管理有限公司) since June 2015, the representative of the Beijing Fruit Industry Development Fund ( 北京市果樹產業發展基金) since March 2016 and the representative of the Beijing Foreign Economic and Trade Development Guidance Fund ( 北 京 外 經 貿 發 展 引 導 基 金) since April 2016. Mr. Mu Yong graduated from Dalian Maritime University majoring in foreign trade transportation and obtained a bachelor degree in 1999; graduated from Renmin University of China majoring in Civil Law and Commercial Law, and obtained a master degree in July 2003.

Mr. YU Xuehui

Mr. Yu Xuehui ( 于學會) (without former name), aged 53, joined the Company in January 2008. At present, he is an independent non-executive Director of the Company as well as a partner of Beijing Zhongtian Law Firm ( 北京市眾天律師事務所), an independent director of Cinda Futures Co., Ltd. ( 信達期貨有限公司) and an independent director of Minsheng Royal Fund Management Co., Ltd ( 民 生加銀基金管理有限公司). Mr. Yu Xuehui served in succession as the broker and deputy manager of

the trading department of China International Futures Co., Ltd. ( 中國國際期貨經紀有限公司) from March 1993 to October 1997; served as a partner of Beijing Hanhua Law Firm (北京市漢華律師事務所)

from November 1997 to October 2005; served as a partner of Beijing Besthold Law Firm ( 北京市必浩 得律師事務所) from November 2005 to April 2007; served as a partner of Beijing Zhongtian Law Firm ( 北 京 市 眾 天 律 師 事 務 所) since May 2007; served as an independent non-executive Director of the Company since January 2008; served as an independent director of Cinda Futures Co., Ltd. ( 信達期貨有 限公司) since March 2008; and served as an independent director of Minsheng Royal Fund Management Co., Ltd. since August 2012. Mr. Yu Xuehui graduated from Peking University majoring in economic law and obtained a bachelor degree in July 1988. Mr. Yu Xuehui was granted the qualification of lawyer by Beijing Municipal Bureau of Justice in June 1993.

- II-3 -

APPENDIX II

BIOGRAPHIES OF THE CANDIDATES FOR

NON-STAFF REPRESENTATIVE SUPERVISORS

Save as disclosed in this circular, each of the candidates for Supervisors has confirmed that he:

  1. has not held any directorships in any listed companies, or held any other major appointments and professional qualifications in the past three years; (2) does not hold any position in the Company and its subsidiaries; (3) has no relationship with any Director, Supervisor, senior management, substantial Shareholder or controlling Shareholder of the Company; (4) has no interest in any Share of the Company within the meaning of Part XV of the SFO as of the Latest Practicable Date; and (5) there is no information which is discloseable pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor is there any other matter concerning his appointment that needs to be brought to the attention of the Shareholders.

The Company will enter into service contracts with each of them if the said candidates for Supervisors are appointed as the Supervisors. The remuneration of each Supervisor will be determined based on the remuneration standards considered and approved by the Company's 2015 annual general meeting. The Company will disclose Supervisors' remuneration or allowances in the annual report of each year.

The term of office of each Supervisor is three years, which shall commence upon the date of the Shareholders' approval and shall expire in three years after such re-election and appointment.

- II-4 -

Attachments

  • Original document
  • Permalink

Disclaimer

Luzheng Futures Co. Ltd. published this content on 24 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 October 2019 08:49:10 UTC