DFZQ (东方证券股份有限公司) signed a framework agreement on 6 May 2026 to purchase the entire equity of Shanghai Securities Company Limited from five vendors—Bailian Group, Guotai Haitong, SIG Investment, SIG and Shanghai Chengtou Group.

Transaction Structure • Equity to be acquired: 100% of Shanghai Securities. • Consideration:  1) Issue of A-shares to all vendors at RMB10.49 per share (to be adjusted to RMB10.29 after DFZQ’s 2025 dividend distribution).  2) A cash component for Guotai Haitong, covering its remaining 6.25 % stake. • Final consideration and share count will be set after an independent valuation filed with the Shanghai SASAC and recorded in a definitive agreement.

Regulatory Positioning • The deal will constitute a notifiable transaction under Hong Kong Listing Rules; classification awaits final consideration. • As vendors are independent third parties, the deal is not expected to be a connected transaction. • Because the vendors and their concert parties could see voting rights rise by more than 2 %, a mandatory offer would normally be triggered; hence an application for a Whitewash Waiver under Rule 26 of the Takeovers Code has been submitted. • Completion hinges on approval from DFZQ shareholders at an EGM and class meetings, regulatory clearances (CSRC, Shanghai Stock Exchange, antitrust if required) and the waiver’s grant.

Shareholding Snapshot (excluding treasury shares) • Vendors and concert parties currently hold 34.88 % of DFZQ’s issued share capital. • Public shareholders hold 65.12 %.

Pricing Benchmarks The RMB10.49 issue price represents: • 12.31 % premium to the RMB9.34 closing price on 17 April 2026. • 14.02 % premium to the 20-day VWAP. • 5.43 % premium to the 60-day VWAP. • 11.01 % premium to audited net asset value per share of RMB9.45 as at 31 December 2025.

Target Profile—Shanghai Securities • Total assets: RMB85.54 billion (2024) → RMB95.87 billion (2025). • Net assets: RMB18.81 billion (2024) → RMB19.81 billion (2025). • Revenue: RMB2.86 billion (2024) → RMB3.43 billion (2025). • Profit after tax: RMB0.95 billion (2024) → RMB1.32 billion (2025). Key business lines include brokerage, proprietary trading, futures, margin financing, investment banking and asset management.

Strategic Rationale DFZQ expects the acquisition to: 1) Lift asset scale and capital strength, potentially moving the group into the industry’s top-ten by total assets. 2) Deepen customer penetration and broaden its branch footprint. 3) Strengthen wealth management, investment banking and institutional services through complementary capabilities. 4) Enhance cost efficiency via technology integration and platform consolidation.

Timetable & Next Steps • Audit and valuation work are in progress; a circular containing full details will be dispatched once complete. • Trading in DFZQ A-shares, suspended since 20 April 2026, resumes on 7 May 2026. • Completion is uncertain pending shareholder and regulatory approvals; investors are advised to exercise caution.