Orient Securities (Stock Code: 03958) Announces H Shares Class Meeting for Major Transaction – Key Details for Investors

Key Highlights

• Orient Securities announces a Class Meeting for H Shareholders on August 24, 2026, immediately following the EGM and A Shares Class Meeting, to vote on a significant proposed transaction.
• Special Resolutions will be considered regarding an extensive transaction plan, including equity acquisition, share issuance, and related authorizations.
• Matters include issuance of new A Shares, pricing, lock-up arrangements, profit attribution, and employee arrangements, all of which could materially impact the company’s capital structure and share value.

Detailed Breakdown of the Proposed Transaction

1. Transaction Plan: Shareholders will vote on a comprehensive plan including:
   • Identification of Target Equities to be acquired
   • Listing of Counterparties involved in the transaction
   • Pricing basis and consideration for the Target Equities, which may affect valuation and dilution
   • Method of consideration payment, including whether cash or shares will be used
   • Type, par value, and listing venue for the new shares to be issued
   • Method and targets of issuance, and subscription details for the new shares
   • Pricing Benchmark Date and issuance price of A Shares to be issued, a key price-sensitive element
   • Number of A Shares to be issued, which will affect share capital and possibly dilute existing shareholders
   • Lock-up period arrangements for the new shares, affecting liquidity and supply
   • Attribution of profits and losses during the Transitional Period, which may affect upcoming financial results
   • Arrangements for accumulated and undistributed retained profits
   • Transfer of creditors’ rights and debts, and employment arrangements for the acquired entity
   • Completion date expectations and validity period of these resolutions
2. Execution of Definitive Agreement:
   • Shareholders will vote on authorizing the company to sign the final legal agreement for the transaction.
3. Authorization for Follow-Up Matters:
   • Board will seek shareholder approval for necessary actions to execute and complete the transaction.

Shareholder Information and Critical Dates

• Record Date: Only holders of H Shares registered by 4:30 p.m. on August 18, 2026 are eligible to attend and vote.
• Book Closure: The H Shares register will be closed from August 19 to August 24, 2026. No share transfers will be processed during this period.
• Proxy Voting: Shareholders who cannot attend may appoint proxies (who need not be shareholders themselves). Proxy forms and authority must be lodged by 2 p.m. on August 23, 2026.
• Meeting Logistics: The H Shares Class Meeting will be held at the company’s Shanghai headquarters and is expected to last less than half a day. Shareholders must bear their own travel and accommodation expenses.
• Voting by Poll: All votes will be conducted by poll, in accordance with Hong Kong Stock Exchange requirements. Holders of treasury shares must abstain from voting.

Potential Price-Sensitive and Value-Affecting Aspects

• Equity Issuance: The issuance of new A Shares and the terms thereof could dilute existing shareholdings, impact earnings per share, and influence market perception.
• Transaction Pricing and Counterparty Details: The final pricing and counterparty terms could revalue the company’s assets and liabilities, affecting both operational results and market valuation.
• Lock-Up and Profit Attribution: Arrangements regarding the lock-up of new shares and the handling of profits and losses during the transitional period may impact short-term liquidity and financial reporting.
• Employee and Debt Arrangements: Decisions on employment and debt transfers may signal future cost structures and operational risks.

Board and Contact Information

• Contact for Shareholders: Office of the Board, Mr. WU Yibo at +86(21) 6332 6373
• H Share Registrar: Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

For further details, shareholders are advised to refer to the company’s circular regarding the H Shares Class Meeting and the resolutions to be considered.

Conclusion

This upcoming transaction and related shareholder meeting carry potentially significant implications for Orient Securities’ capital structure, financial position, and share value. Shareholders are strongly encouraged to review the details, consider the possible dilution and strategic outcomes, and exercise their voting rights accordingly.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Shareholders and investors should refer to official company documents and consult their own advisers before making any investment decisions.

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