DFZQ — AGM Information 2020

Mar 30, 2020

(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 MAY 15, 2020

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

I/We[(Note 2)]

of

being shareholder(s) of

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

hereby appoint the Chairman of the meeting or[(Note 4)]

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 Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the People’s Republic of China on Friday, May 15, 2020 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 March 31, 2020 as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To consider and approve the report of the Board of Directors of theCompany for the year 2019.
2.	To consider and approve the report of the Supervisory Committee of theCompany for the year 2019.
3.	To consider and approve the final accounts report of the Company forthe year 2019.
4.	To consider and approve the profit distribution proposal of the Companyfor the year 2019.
5.	To consider and approve the annual report of the Company for the year2019.
6.	To consider and approve the proposal regarding the proprietary businessscale of the Company in 2020.
7.	To consider and approve the proposal regarding the conduction ofasset-backed securitization business with the Company’s credit assetsfrom its financing businesses.
8.	To consider and approve the proposal regarding the projected routinerelated-party transactions of the Company in 2020, including:
	8.01Routine related-party transactions with Shenergy (Group)Company Limited and its related companies;
	8.02Routine related-party transactions with other related parties.
9.	To consider and approve the proposal regarding the expected provisionof guarantees by the Company in 2020.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)	Abstain(Note 5)
10.	To consider and approve the proposal regarding the engagement ofauditing firms for the year 2020.
11.	To consider and approve the proposal in relation to the election ofnon-executive director of the Company.
12.	To consider and approve the proposal in relation to the shareholders’returns in the next three years (2020-2022).
	SPECIAL RESOLUTIONS		For(Note 5)	Against(Note 5)	Abstain(Note 5)
13.	To consider and approve the proposal regarding the general mandate toissue onshore debt financing instruments of the Company, including:
	13.01 Iss	ue size of the debt financing instruments;
	13.02 Iss	ue type of the debt financing instruments;
	13.03 Iss	ue term of the debt financing instruments;
	13.04 Intinst	erest rate and basis of determination of the debt financing
		ruments;
	13.05 Issue method and issue target;
	13.06 Use of proceeds;
	13.07 Authorisation matters;
	13.08 Validity period of resolution.
14.	To consider and approve the proposal regarding the amendments tocertain articles of the articles of association of the Company.
		py.
15.	To considethe Boardshares of th	r and approve the proposal regarding the general mandate toof Directors of the Company to issue additional A and/or H
		e Company.
		Signature(Note 6):
		e 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 ofumber is inserted, this form of proxy will be deemed to relate to all the H Shares in the Company registered in your name(s).

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 : if you wish to vote for any resolution, please tick in the box marked “ For ” or insert the number of H Share(s) you hold. If you wish to vote against any resolution, please tick in the box marked “ Against ” or insert the number of H Share(s) you hold. If you wish to abstain for vote, please tick in the box marked “ Abstain ” or insert the number of H Share(s) 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 Thursday, May 14, 2020).

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.