DFZQ — AGM Information 2021

Apr 14, 2021

(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 13, 2021

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 Thursday, May 13, 2021 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 15, 2021 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 theCompanyfor theyear 2020.
2.	To consider and approve the report of the Supervisory Committee of theCompanyfor theyear 2020.
3.	To consider and approve the final accounts report of the Company fortheyear 2020.
4.	To consider and approve the profit distribution proposal of the Companyfor theyear 2020.
5.	To consider and approve the proposal regarding the proprietary businessscale of the Companyin 2021.
6.	To consider and approve the annual report of the Company for the year2020.
7.	To consider and approve the proposal regarding the projected routinerelated-partytransactions of the Companyin 2021, including:
	7.01Routine related-party transactions with Shenergy (Group)CompanyLimited and its related companies;
	7.02Routine related-partytransactions with other relatedparties.
8.	To consider and approve the proposal regarding the expected provisionofguarantees bythe Companyin 2021.
9.	To consider and approve the proposal in relation to the election ofindependent non-executive director of the Company.
10.	To consider and approve the proposal regarding the allowances forindependent supervisors of the Company.
11.	To consider and approve the proposal regarding the engagement ofauditingfirms for theyear 2021.
	SPECIAL RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
12.	To consider and approve the proposal regarding the amendments tocertain articles of the articles of association of the Company.

		SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 5)	For(Note 5)	Against(Note 5)	Abstain(Note 5)	Abstain(Note 5)	Abstain(Note 5)
13.		To consider and approve the proposal regarding the general mandate toissue offshore debt financinginstruments of the Company, including:
		13.01 Issue methods;
		13.02 Issue type;
		13.03 Issue size;
		13.04 Issuer;
		13.05 Issue term;
		13.06 Issue interest rate, wayofpayment and issueprice;
		13.07 Securityand other arrangements;
		13.08 Use ofproceeds;
		13.09 Target subscribers;
		13.10 Listingof debt financinginstruments;
		13.11 Authorization of issuance of offshore debt financinginstruments;
		13.12 Validity period of resolution.
14.		To consider and approve the proposal regarding the use of proceeds fromprevious fund-raisingactivities.
15.		To consider and approve the proposal on the Company’s compliancewith requirements on rights issue.
16.		To consider and approve the proposal on the public issuance of shares bywayof rights issue of the Company.
		16.01 Type and nominal value of the issued shares;
		16.02 Method of the issuance;
		16.03 Base,proportion and number of the rights issue;
		16.04 Pricing principle and issuanceprice;
		16.05 Target subscribers for the issuance;
		16.06 Distribu	tion arrangement for accumulated undistrib			uted profits
		of the C	ompany prior to the issuanceplan;
		16.07 Time of	issuance;
		16.08 Method	of sale;
		16.09 Use ofp	roceeds from the rights issue;
		1610 Effectiv	eperiod of the resolutions of the rights issue			;
		.
		16.11 Listingo	f shares to be issued.
17	.	To consider and	approve the proposal on the plan of public issuance				of
		shares bywayo	rights issue of the Company.
18	.	To consider and approve the proposal on feasibility analysis reportuse ofproceeds to be raised from rights issue bythe Company.					on
19	.	To consider and approve the proposal on riof immediate returns by rights issue to		sk warning regarding dilutexisting shareholders a			ionnd
		remedial measures and undertakingsgiven		yrelevantparties.
20	.	To consider and approve the proposal on tmeeting of the Company for full authorizat		he submission to the geneion to the Board to deal w			ralith
		relevant matters in relation to the rights issu		e.
	te:es:Please insert the number of H Shares registered in your name(s) to which this form of proxyinserted. If no number is inserted, this form of proxy will be deemed to relate to all the H ShPlease insert the full name(s) (in Chinese or in English) and address(es) (must be the sameregister of members of the Company in block letters.Please insert the number of H Shares registered in your name(s).If any proxy other than the Chairman of the meeting is preferred, delete the words “the Chathe space provided. A shareholder may appoint one or more proxies to attend and vote in histhis form of proxy must be duly initiated by the person who signs it.IMPORTANT: if you wish to vote for any resolution, please tick in the box marked “Foresolution, please tick in the box marked “Against” or insert the number of H Share(s) youinsert the number of H Share(s) you hold. The shares abstained will be counted in the calcuwith unrecognizable writing or not cast will be counted as “Abstained”. If you do not indicdiscretion. Unless you have indicated otherwise in this form of proxy, your proxy will alsothan those referred to in the notice convening the AGM.This form of proxy must be signed by you or your attorney duly authorized in writing or, ina director thereof or an attorney duly authorized to sign the same. In case of joint holders offirst in the register of members of the Company.To be valid, this form of proxy is signed by a person on behalf of the appointor pursuant tof attorney or other authority must be delivered to the Company’s H Share Registrar, CCentre, 183 Queen’s Road East, Wanchai, Hong Kong (for the purpose of holders of H Sha(i.e. before 2:00 p.m. on Wednesday, May 12, 2021).								(Note 6):
							Signature
			er of H Shares registered in your name(s) to which		this form of proxy		relates. This form o		f proxy will be deemed to relate to suc
							ares in the Companyaddress(es) as shownirman of the meetingstead. A proxy needr” or insert the numbhold. If you wish tolation of the requireate how you wish yobe entitled to vote atthe case of a legal peshares, this form ofo a power of attorneyomputershare Hongres of the Company)		registered in your name(s).in the register of members of the Comor” and insert the name and addressnot be a shareholder of the Company.er of H Share(s) you hold. If you wiabstain for vote, please tick in the boxd majority. Any vote which is not fillur proxy to vote, your proxy will behis discretion on any resolution dulyrson, must either be executed under seproxy must be signed by the joint holor other authority, a notarially certifiKong Investor Services Limited, atnot less than 24 hours before the time

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 Wednesday, May 12, 2021).

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.