DFZQ — Proxy Solicitation & Information Statement 2025

Sep 26, 2025

东方证券

—DFZQ—

(A joint stock company incorporated in the People's Republic of China with limited liability under the Chinese corporate name “东方证券股份有限公司” and carrying on business in Hong Kong as “東方證券” (in Chinese) and “DFZQ” (in English))

(Stock Code: 03958)

REVISED FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE EGM TO BE HELD ON OCTOBER 24, 2025

Number of H Shares to which this revised 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 2025 first extraordinary general meeting (“EGM”) of the Company to be held at Multi-Purpose Function Room, 7/F, No. 119 South Zhongshan Road, Shanghai, the People's Republic of China on Friday, October 24, 2025 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 September 26, 2025 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 on the amendments to the Articles of Association and its annexes.
ORDINARY RESOLUTIONS		For^{(Note 5)}	Against^{(Note 5)}	Abstain^{(Note 5)}
2.	To consider and approve the resolutions on the Company’s Governance-related Systems:
	2.01 To consider and approve the resolution on the amendments to the Management Measures of Related-Party Transactions of the Company;
	2.02 To consider and approve the resolution on the amendments to the Management Measures of Proceeds from Fund-Raising Activities of the Company;
	2.03 To consider and approve the resolution on the amendments to the Measures to Manage External Guarantees of the Company;
	2.04 To consider and approve the resolution on the amendments to the Implementation Rules of Online Voting at the General Meeting of the Company;
	2.05 To consider and approve the resolution on the amendments to the Independent Director Policy of the Company;
	2.06 To consider and approve the resolution on the amendments to the Rules of Appraisal and Remuneration Management of Directors of the Company.
3.	To consider and approve the resolution on the election of a non-executive Director and a member of the audit committee of the Company.

Date: _______

Signature^{(Note 6)}:

Notes:

1. Please insert the number of H Shares registered in your name(s) to which this revised form of proxy relates. This revised form of proxy will be deemed to relate to such number of H Shares inserted. If no number is inserted, this revised 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 revised 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 Shares(s) you hold. If you wish to vote against any resolution, please tick in the box marked “Against” or insert the number of H Shares(s) you hold. If you wish to abstain for vote, please tick in the box marked “Abstain” or insert the number of H Shares(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 revised 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. This revised 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 revised form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.

7. As the form of proxy published together with the circular and notice of the EGM of the Company dated September 26, 2025 (the “Original Form of Proxy(s)”) has been revised, this revised form of proxy has been published on the BREXnews website of Hong Kong Exchange and Clearing Limited at www.bhexnews.hk and on the website of the Company at www.dfxg.com.cn, and will be dispatched to the H Shareholders of the Company by means of receipt of corporate communications elected by the H Shareholders of the Company. The Original Form of Proxy received by all H Shareholders shall be deemed invalid. H Shareholders are required to complete this revised form of proxy in accordance with the instructions printed thereon and return it no later than 24 hours before the time appointed for convening the EGM or any adjournment thereof if he or she wishes to appoint a proxy to attend the EGM on his/her behalf but has not yet lodged the Original Form of Proxy. In this case, H Shareholders shall not lodge the Original Form of Proxy to the Company. Any H Shareholder who has lodged the Original Form of Proxy to the Company shall also complete this revised form of proxy in accordance with the instructions printed thereon and return it no later than 24 hours before the time appointed for convening the EGM or any adjournment thereof.

8. If the Original Form of Proxy and this revised form of proxy have been already completed and signed and returned to the Company’s H Share Registrar 24 hours before the time appointed for convening the EGM or any adjournment thereof, this revised form of proxy, if duly completed, will be deemed as the valid form of proxy lodged by the H Shareholder. If the Original Form of Proxy has been already returned to the Company’s H Share Registrar 24 hours before the time appointed for convening the EGM or any adjournment thereof, but this revised form of proxy has not been returned to the Company’s H Share Registrar 24 hours before the time appointed for convening the EGM or any adjournment thereof, or if this revised form of proxy has been already returned to the Company’s H Share Registrar after 24 hours before the time appointed for convening the EGM or any adjournment thereof, or this revised form of proxy became invalid due to any reason, the Original Form of Proxy, even though duly completed and signed, and/or this revised form of proxy, even though duly completed and signed, will be deemed as invalid. In this case, the proxy appointed by the H Shareholder according to the Original Form of Proxy and/or this revised form of proxy shall not be entitled to vote at the EGM or any adjournment thereof.

9. To be valid, if this revised form of proxy is signed by a person on behalf of the appointee 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 Invoices 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, October 23, 2025).

10. 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.

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