Stock Code: 03958 (A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name “東方證券股份有限公司” and carrying on business in Hong Kong as “東方證券” (in Chinese) and “DFZQ” (in English)) GLOBAL OFFERING Joint Sponsors Financial Advisor Joint Global Coordinators Joint Bookrunners and Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. (A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name “ ” and carrying on business in Hong Kong as “ ” (in Chinese) and “DFZQ” (in English)) Number of Offer Shares under the Global Offering 957,000,000 H Shares (comprising 870,000,000 H Shares to be offered by the Company and 87,000,000 Sale Shares to be sold by the Selling Shareholders, subject to the Over-allotment Option) Number of Hong Kong Offer Shares 71,775,200 H Shares (subject to adjustment) Number of International Offer Shares 885,224,800 H Shares (subject to adjustment and the Over- allotment Option) Maximum Offer Price HK$9.35 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value RMB1.00 per H share Stock code 03958 Joint Sponsors Financial Advisor Joint Global Coordinators Joint Bookrunners and Joint Lead Managers Зࡋ⳪暲 @.54-:'//4:+84':/54'2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in the paragraph headed “Documents Delivered to the Registrar of Companies in Hong Kong” in Appendix VIII to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be fixed by agreement among the Joint Global Coordinators (on behalf of the Hong Kong Underwriters), our Company and Shenergy Group (on behalf of the Selling Shareholders) on the Price Determination Date. The Price Determination Date is expected to be on or around Wednesday, June 29, 2016 (Hong Kong time) and, in any event, not later than Thursday, July 7, 2016 (Hong Kong time). The Offer Price will be not more than HK$9.35 and is currently expected to be not less than HK$7.85 per Offer Share. If, for any reason, the Offer Price is not agreed by Thursday, July 7, 2016 (Hong Kong time) between the Joint Global Coordinators (on behalf of the Hong Kong Underwriters), our Company and Shenergy Group (on behalf of the Selling Shareholders), the Global Offering will not proceed and will lapse. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$9.35 for each Hong Kong Offer Share together with brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$9.35. The Joint Global Coordinators, on behalf of the Underwriters, and with the consent of our Company and Shenergy Group (on behalf of the Selling Shareholders) may, where considered appropriate, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range below that is stated in this prospectus (which is HK$7.85 to HK$9.35) at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Such notices will also be available on the website of our Company at www.dfzq.com.cn and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk. Further details are set forth in “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investment in PRC-incorporated businesses. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of the H Shares. Such differences and risk factors are set out in “Risk Factors,” “Appendix V—Summary of Principal Legal and Regulatory Provisions” and “Appendix VI—Summary of Articles of Association” to this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Grounds for Termination” of this prospectus. We have not been and will not be registered under the U.S. Investment Company Act. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be offered or sold in the United States, or to or for the account or benefit of any U.S. person (as defined in Regulation S), except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold in the United States and to U.S. persons in reliance on Rule 144A, or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, only to QIBs who are also QPs. The Offer Shares may be offered, sold or delivered outside the United States to non-U.S. persons in offshore transactions in accordance with Regulation S. June 22, 2016 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable, we will issue an announcement on the respective websites of the Company at www.dfzq.com.cn and the Stock Exchange at www.hkexnews.hk. Latest time to complete electronic applications under the White Form eIPO 11:30 a.m. on Monday, service through the designated website at www.eipo.com.hk(2) ............ June 27, 2016 Application lists open(3) ............................................. 11:45 a.m. on Monday, June 27, 2016 Latest time to lodge WHITE and YELLOW Application Forms ............ 12:00 noon on Monday, June 27, 2016 Latest time to give electronic application instructions to HKSCC(4) ........ 12:00 noon on Monday, June 27, 2016 Latest time to complete payment of White Form eIPO applications by 12:00 noon on Monday, effecting Internet banking transfer(s) or PPS payment transfer(s) .......... June 27, 2016 Application lists close .............................................. 12:00 noon on Monday, June 27, 2016 Expected Price Determination Date(5) .................................. Wednesday, June 29, 2016 (1) Announcement of: • the Offer Price; • the level of indications of interest in the International Offering; • the level of applications in the Hong Kong Public Offering; and • the basis of allocations of the Hong Kong Offer Shares to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), on or before .................................................. Thursday, July 7, 2016 (2) Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where applicable) to be available through a variety of channels (see the section headed “How to Apply for Hong Kong Offer Shares—11. Publication of Results” in this prospectus) from .............................................. Thursday, July 7, 2016 Announcement of (1) and (2) above to be published on the website of the Company at www.dfzq.com.cn and the website of the Stock Exchange at www.hkexnews.hk on or before .................................... Thursday, July 7, 2016 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) will be available at www.iporesults.com.hk with a “search by ID” function ...... Thursday, July 7, 2016 Dispatch/Collection of H Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6)(7) ...................................................... Thursday, July 7, 2016 Dispatch/Collection of refund cheques and White Form e-Refund payment instructions in respect of wholly or partially successful applications (if applicable) and wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(6)(8) .........................