DFZQ — Proxy Solicitation & Information Statement 2024

Oct 30, 2024

(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 EGM TO BE HELD ON NOVEMBER 22, 2024

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

I/We[(Note 2)]

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

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

as my/our proxy to attend and vote for me/us and on my/our behalf at 2024 second 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, November 22, 2024 at 2:00 p.m. and any adjournment thereof. I/We direct that my/our votes be cast on the resolution set out in the notice of the EGM dated October 31, 2024 as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTION	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 provisions of the Articles of Association.
ORDINARY RESOLUTIONS THROUGH CUMULATIVE VOTING SYSTEM
2.	To consider and approve the resolution regarding the election of directors (excluding independent non-executive directors) of the sixth session of the board of directors (the “Directors”) of the Company (the “Board”), including:	a total of 9 Directors (excluding independent non-executive Directors) to be elected
2.01	To consider and approve the election of Mr. GONG Dexiong as an executive Director;
2.02	To consider and approve the election of Mr. LU Weiming as an executive Director;
2.03	To consider and approve the election of Mr. LU Dayin as an executive Director;
2.04	To consider and approve the election of Mr. XIE Weiqing as a non-executive Director;
2.05	To consider and approve the election of Mr. YANG Bo as a non-executive Director;
2.06	To consider and approve the election of Mr. SHI Lei as a non-executive Director;
2.07	To consider and approve the election of Ms. LI Yun as a non-executive Director;
2.08	To consider and approve the election of Mr. XU Yongmiao as a non-executive Director; and
2.09	To consider and approve the election of Mr. REN Zhixiang as a non-executive Director.
3.	To consider and approve the resolution regarding the election of independent non-executive Directors of the sixth session of the Board of the Company, including:	a total of 5 independent non-executive Directors to be elected
3.01	To consider and approve the election of Mr. WU Hong as an independent non-executive Director;
3.02	To consider and approve the election of Mr. FENG Xingdong as an independent non-executive Director;
3.03	To consider and approve the election of Mr. LUO Xinyu as an independent non-executive Director;
3.04	To consider and approve the election of Mr. CHAN Hon as an independent non-executive Director; and
3.05	To consider and approve the election of Mr. ZHU Kai as an independent non-executive Director.

ORDINARY RESOLUTIONS THROUGH CUMULATIVE VOTING SYSTEM	ORDINARY RESOLUTIONS THROUGH CUMULATIVE VOTING SYSTEM	ORDINARY RESOLUTIONS THROUGH CUMULATIVE VOTING SYSTEM
4.		To consider and approve the resolution regarding the election of shareholder representative supervisors (the “Supervisors”) of the sixth session of the supervisory committee of the Company, including:	a total of 4 shareholder representative Supervisors to be elected
4.01		To consider and approve the election of Mr. LIU Wei as a shareholder representative Supervisor;
4.02		To consider and approve the election of Ms. DU Xinhong as a shareholder representative Supervisor;
4.03		To consider and approve the election of Mr. SHEN Guangjun as a shareholder representative Supervisor; and
4.04		To consider and approve the election of Mr. LING Yun as a shareholder representative Supervisor.
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/her 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/her discretion on any resolution duly put to the EGM other than those referred to in the notice convening the EGM.

6. A cumulative voting system will be adopted for voting on resolutions numbered 2 to 4. Please indicate your voting intention by filling in the appropriate blanks. Specifically: (1) each shareholder shall be entitled to such number of votes as shall be equal to the number of shares held by him/her multiplied by the total number of directors (excluding independent non-executive directors) upon whom he/she can vote, when electing directors (excluding independent non-executive directors). Each shareholder may vote at his/her own discretion in favour of one directors (excluding independent non-executive directors) candidate, or each shareholder may vote at his/her own discretion in favour of different directors (excluding independent non-executive directors) candidates in any combination; (2) for the election of independent non-executive directors, each shareholder is entitled to a number of votes equal to the product of the number of shares held by him/her multiplied by the total number of independent non-executive directors he/she is entitled to elect. Each shareholder may vote for a particular candidate for independent non-executive director or for different candidates for independent non-executive directors in any combination; (3) each shareholder shall be entitled to such number of votes as shall be equal to the number of shares held by him/her multiplied by the total number of shareholder representative supervisors upon whom he/she can vote, when electing shareholder representative supervisors. Each shareholder may vote at his/her own discretion in favour of one shareholder representative supervisor candidate or different shareholder representative supervisor candidates in any combination. The sum of your votes for a particular candidate or candidates shall not exceed the total number of voting rights you have in that particular group of resolutions, otherwise your vote will be invalid; in the event that the sum of your votes for a particular candidate or candidates is less than the total number of voting rights you have in that particular group of resolutions, the vote of such shareholder will be valid, and the difference shall be deemed to be an abstention of voting rights.

7. 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.

8. To be valid, if 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, November 21, 2024).

9. 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/she 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.

10. Please note that completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the EGM or any adjournment thereof if they so wish.