DFZQ — AGM Information 2017

Apr 18, 2017

(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))

(Stock Code: 03958)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 5, 2017

Number of H Shares to which this form of proxy relates [(Note][1)]

I/We [(Note][2)]

of

being shareholder(s) of meeting or [(Note][4)]

H Shares [(Note][3)] of 東方證券股份有限公司 (the “ Company ”), hereby appoint the Chairman of the

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (“ AGM ”) of the Company to be held at Jing Song Hall, 4/F, Pine City Hotel, No. 777 Zhaojiabang Road, Shanghai, the People’s Republic of China on Monday, June 5, 2017 at 2:00 p.m. and any adjournment thereof. I/We direct that my/our votes be cast on the resolutions set out in the notice of the AGM dated April 11, 2017 as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(Note 5)	For(Note 5)	Against(Note 5)	Against(Note 5)	Against(Note 5)	Against(Note 5)	Against(Note 5)	Abstain(Note 5)	Abstain(Note 5)
1.	To consider and approve the report of the Board of Directors of the Company for the year
	2016.
2.	To consider and approve the report of the Supervisory Committee of the Company for the
	year 2016.
3.	To consider and approve the final accounts report of the Company for the year 2016.
4.	To consider and approve the profit distribution proposal		of the Company for the year 2016.
5.	To consider and approve the annual report of the Company for the year 2016.
6.	To consider and approve the proposal regarding the		proprietary business scale of the
	Company in 2017.
7.	To consider and approve the proposal regarding the engagement of auditing firms for the
	year 2017.
8.	To consider and approve the	proposal regarding the projected daily related party
	transactions / connected transactions of the Company in 2017;
	8.01Related party transactions with Shenergy (Group) Company Limited and its related
	companies;
	8.02Related party transactions with other related companies.
9.	To consider and approve the proposal regarding the provision of guarantees by the
	Company in 2017.

Date:

Signature [(Note][6)] :

Notes:

1. Please insert the number of H Shares registered in your name(s) to which this form of proxy relates. This form of proxy will be deemed to relate to such number of H Shares inserted. If no number is inserted, this form of proxy will be deemed to relate to all the H Shares in the Company registered in your name(s).

2. Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members of the Company) as shown in the register of members of the Company in block letters.

3. Please insert the number of H Shares registered in your name(s).

4. If any proxy other than the Chairman of the meeting is preferred, delete the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be duly initiated by the person who signs it.

5. IMPORTANT tick in the box :markedif you wish“ Against to vote” orforinsertany theresolution,number pleaseof H Share(s)tick in theyouboxhold.markedIf you“wish For ” toorabstaininsert thefornumbervote, pleaseof H tickShare(s)in theyouboxhold.markedIf you“ Abstain wish to” voteor insertagainstthe anynumberresolution,of H Share(s)please you hold. The shares abstained will be counted in the calculation of the required majority. Any vote which is not filled or filled wrongly or with unrecognizable writing or not cast will be counted as “Abstained”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution duly put to the AGM other than those referred to in the notice convening the AGM.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director thereof or an attorney duly authorized to sign the same. In case of joint holders of shares, this form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.

7. To be valid, this form of proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, 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 (for the purpose of holders of H Shares of the Company) not less than 24 hours before the time for holding the AGM (i.e. before 2:00 p.m. on Sunday, 4 June 2017).

8. Where there are joint holders of any H Shares of the Company, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such H Shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the AGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members of the Company in respect of such H Shares shall alone be entitled to vote in respect thereof. A proxy need not be a shareholder of the Company. In the event that a shareholder appoints more than one proxy to attend the AGM, such proxies may only exercise their voting rights in a poll.