DFZQ — Proxy Solicitation & Information Statement 2021

Feb 9, 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 2021 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON MARCH 5, 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 2021 first extraordinary general meeting (“ EGM ”) 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, March 5, 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 EGM dated February 10, 2021 as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit.

	SPECIAL RESOLUTION	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To consider and approve the resolution in relation to the amendments to certain articles of the Articles of Association of the Company.
	ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
2.	To consider and approve the resolution in relation to the election of the board of directors of the Company, including:
	2.01 to consider and approve Mr. Song Xuefeng as an executive director of the Company;
	2.02 to consider and approve Mr. Jin Wenzhong as an executive director of the Company;
	2.03 to consider and approve Mr. Yu Xuechun as a non‑executive director of the Company;
	2.04 to consider and approve Mr. Liu Wei as a non‑executive director of the Company;
	2.05 to consider and approve Mr. Zhou Donghui as a non‑executive director of the Company;
	2.06 to consider and approve Mr. Cheng Feng as a non‑executive director of the Company;
	2.07 to consider and approve Mr. Ren Zhixiang as a non‑executive director of the Company;
	2.08 to consider and approve Mr. Xu Zhiming as an independent non‑executive director of the Company;
	2.09 to consider and approve Mr. Jin Qinglu as an independent non‑executive director of the Company;
	2.10 to consider and approve Mr. Wu Hong as an independent non‑executive director of the Company; and
	2.11 to consider and approve Mr. Feng Xingdong as an independent non‑executive director of the Company.

			ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
	3.	To consider and approve the resolution in relation to the election of the
		supervisory committee of the Company, including:
		3.01	to consider and approve Mr. Zhang Qian as a shareholder representative
			supervisor of the Company;
		3.02	to consider and approve Mr. Wu Junhao as a shareholder representative
			supervisor of the Company;
		3.03	to consider and approve Mr. Zhang Jian as a shareholder representative
			supervisor of the Company;
		3.04	to consider and approve Mr. Shen Guangjun as a shareholder
			representative supervisor of the Company;
		3.05	to consider and approve Ms. Tong Jie as a shareholder representative
			supervisor of the Company; and
		3.06	to consider and approve Mr. Xia Lijun as an independent supervisor
			of the Company.
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 EGM other than those referred to in the notice convening the EGM.

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 EGM (i.e. before 2:00 p.m. on Thursday, March 4, 2021).

8. Where there are joint holders of any H Shares of the Company, any one of such persons may vote at the EGM, 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 EGM, 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 EGM, such proxies may only exercise their voting rights in a poll.