Everbright Securities Company Limited — Proxy Solicitation & Information Statement 2017

Sep 27, 2017

Everbright Securities Company Limited 光大證券股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6178)

SECOND FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE 2017 FOURTH EXTRAORDINARY GENERAL MEETING TO BE HELD ON OCTOBER 17, 2017 OR ANY ADJOURNMENT(S) THEREOF

Number of H shares to which this Second Form of Proxy relates [(Note][1)]

I/We [(Note][2)] of (address) being the registered holder(s) of hereby appoint THE CHAIRMAN OF THE MEETING or [(Note][4)] of (address)

H share(s) [(Note][3)] of Everbright Securities Company Limited (the “ Company ”),

as my/our proxy to attend at the 2017 fourth extraordinary general meeting of the Company (the “ EGM ”) (or at any adjournment thereof) to be held at 2:30 p.m. on Tuesday, October 17, 2017 at Jing’an International Plaza, No. 1508, Xinzha Road, Jing’an District, Shanghai, PRC. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice of the EGM dated August 30, 2017 and the supplement notice of the EGM of the Company dated September 28, 2017 (the “ Supplemental Notice ”), and vote for me/us in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit. Unless the context otherwise requires, the capitalized terms used in this second form of proxy (the “ Second Form of Proxy ”) shall have the same meanings as defined in the circular of the EGM dated August 30, 2017.

						ORDINARY RESOLUTIONS (by way of cumulative voting)	ORDINARY RESOLUTIONS (by way of cumulative voting)	ORDINARY RESOLUTIONS (by way of cumulative voting)	Vote Casted (shares) (Note 5)
		1.	To consider and approve the resolution regarding the election of Directors of the fifth session of the Board of the Company						Fill in the number of “For” votes
			1.1 To consider and approve the resolution regarding the election of Mr. Gao Yunlong as a non-executive					Director of the fifth session of the Board	of the Company shares
			1.2 To consider and approve the resolution regarding the election of Mr. Ge Haijiao as a non-executive Director of the fifth session of the Board of the Company shares
			1.3 To consider and approve the resolution regarding the election of Mr. Xue Feng as an executive Director of the fifth session of the Board of the Company shares
			1.4 To consider and approve the resolution regarding the election of Mr. Ju Hao as a non-executive Director of the fifth session of the Board of the Company shares
			1.5 To consider and approve the resolution regarding the election of Mr. Yin Lianchen as a non-executive					Director of the fifth session of the Board of the Company shares
			1.6 To consider and approve the resolution regarding the election of Mr. Chan Ming Kin as a non-executive Director of the fifth session of the Board of the Company shares
			1.7 To consider and approve the resolution regarding the election of Mr. Xue Keqing as a non-executive Director of the fifth session of the Board of the Company shares
		2.	To consider and approve the resolution regarding the election of independent non-executive Directors of the					fifth session of the Board of the Company Fill in the number of “For” votes
			2.1 To consider and approve the resolution regarding the election of Mr. Xu Jingchang as an independent non-executive Director of the fifth session of the Board of the Company shares
			2.2 To consider and approve the resolution regarding the election of Mr. Xiong Yan as an independent non-executive Director of the fifth session of the Board of the Company shares
			2.3 To consider and approve the resolution regarding the election of Mr. Li Zheping as an independent non-executive Director of the fifth session of the Board of the Company shares
			2.4 To consider and approve the resolution regarding the election of Mr. Au Sing Kun as an independent non-executive Director of the fifth session of the Board of the Company shares
		3.	To consider and approve the resolution regarding the				election of Supervisors of the fifth session of the Supervisory Committee of the Company		Fill in the number of “For” votes
			3.1 To consider and approve the resolution regarding the election of Mr. Liu Jiping as a Supervisor of the fifth					session of the Supervisory Committee of the Company shares
			3.2 To consider and approve the resolution regarding the election of Mr. Zhang Jingcai as a Supervisor of the fifth session of the Supervisory Committee						of the Company shares
			3.3 To consider and approve the resolution regarding the election of Mr. Wang Hongyang as a Supervisor of the fifth session of the Supervisory Committee of the Company shares
			3.4 To consider and approve the resolution regarding the election of Mr. Zhu Wuxiang as a Supervisor of the fifth session of the Supervisory Committee of the Company shares
			3.5 To consider and approve the resolution regardingthe election of Mr. ZhangLimin as a Supervisor of the fifth session of the SupervisoryCommittee of the Company shares

• Further details of the above resolutions are set out in the circular of the EGM of the Company dated August 30, 2017 and in the Supplemental Notice of the EGM of the Company dated September 28, 2017.

Dated this

Signature(s) [(Note][6)]

day of

2017

Notes:

1. Please insert the number of H Shares registered in your name(s) to which the Second Form of Proxy relates. If the number is inserted, the Second Form of Proxy will be deemed to relate to such number of H Shares inserted only. If no number is inserted, the Second 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. Any alteration made to the Second Form of Proxy must be duly initiated by the person who signs it.

5. IMPORTANT:

6. (a) Pursuant to the articles of association of the Company, voting at the meeting in respect of resolutions in relation to the proposed election of Directors, independent non-executive Directors and Supervisors (as the case may be) shall be conducted by way of cumulative voting. In respect of these resolutions, you are entitled to a number of votes equivalent to the number of shares held by you multiplying the number of the Director, independent non-executive Director or Supervisor candidates.

7. (b) The cumulative voting will be conducted separately by three categories of (i) the Directors; (ii) the independent non-executive Directors and (iii) the Supervisors, i.e. (i) for the election of the Directors, the total number of votes you may cast shall equal to the product of the number of shares held by you multiplying the number of the proposed Directors, i.e. 7, and this particular allocation of votes may only be cast on the proposed Director candidates; (ii) for the election of independent non-executive Directors, the total number of votes you may cast shall equal to the product of the number of shares held by you multiplying the number of the proposed independent non-executive Directors, i.e. 4, and this particular allocation of votes may only be cast on the proposed independent non-executive Director candidates and (iii) for the election of Supervisors, the total number of votes you may cast shall equal to the product of the number of shares held by you multiplying the number of the proposed Supervisors, i.e. 5, and this particular allocation of votes may only be cast on the proposed Supervisor candidates.

For illustration, if you hold 100 shares, the total number of votes you may cast in respect of resolutions no. 1.1 to 1.7 will be 700 votes, and this particular allocation of votes may only be cast on the proposed Director candidates; the total number of votes you may cast in respect of resolutions no. 2.1 to 2.4 will be 400 votes, and this particular allocation of votes may only be cast on the proposed independent non-executive Director candidates; and the total number of votes you may cast in respect of resolutions no. 3.1 to 3.5 will be 500 votes, and this particular allocation of votes may only be cast on the proposed Supervisor candidates.

• (c) Please note with particular attention that, if the total number of votes you have cast are less than or equal to the maximum number of votes you may cast in respect of that particular category, your votes shall be valid and the votes not cast shall be deemed to have been waived by you; if the total number of votes you have cast exceeds the maximum votes you have, all the votes cast by you shall be invalid and you shall be deemed as having waived your right to vote.

  • For illustration, if you hold 100 shares and have cast 700 votes or less in respect of resolutions no. 1.1 to 1.7, your votes shall be valid and the votes not cast shall be deemed to have been waived by you. However, if you have cast more than 700 votes in respect of resolutions no. 1.1 to 1.7, all the votes cast by you shall be invalid and you shall be deemed as having waived your right to vote on such resolutions. Similar ruling shall also be applied to resolutions no. 2.1 to 2.4 and no. 3.1 to 3.5.

• The Second Form of Proxy must be signed by you or your attorney duly authorised 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 authorised to sign the same. In case of joint holders of the Shares, the Second Form of Proxy must be signed by the joint holder whose name stands first in the register of members of the Company.

• To be valid, the Second Form of Proxy, together with a notarially certified copy of the power of attorney or other authority if it is signed by a person on behalf of the appointor, 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 H shareholders) no later than 24 hours before the time appointed for convening the EGM (i.e. at 2:30 p.m. on Monday, October 16, 2017) or any adjournment thereof.

• Where there are joint holders of any H Shares, 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 are 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 in respect of such H Shares shall alone be entitled to vote in respect thereof. A proxy need not be a shareholder. 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.

• Shareholders who intend to appoint a proxy to attend the EGM but have not returned the form of proxy sent together with the Notice (the “ First Form of Proxy ”) shall only return the Second Form of Proxy while the First Form of Proxy needs not to be returned. The First Form of Proxy is superseded by the Second Form of Proxy.

• Shareholders who have returned the First Form of Proxy shall note that:

• (a) Since the relevant resolutions have been amended (as disclosed in the Supplemental Notice), if the shareholder has not returned the Second Form of Proxy no later than 24 hours before the time appointed for convening the EGM (i.e. at 2:30 p.m. on Monday, October 16, 2017) or any adjournment thereof, the First Form of Proxy which has been duly completed and returned by such shareholder will be treated as an invalid form of proxy. The votes casted by the proxy so appointed pursuant to the First Form of Proxy on the resolutions as set out in the First Form of Proxy will be deemed to be invalid.

• (b) If the shareholder has returned the Second Form of Proxy no later than 24 hours before the time appointed for convening the EGM (i.e. at 2:30 p.m. on Monday, October 16, 2017) or any adjournment thereof, the First Form of Proxy previously returned by the shareholder shall be revoked and superseded by the Second Form of Proxy. The Second Form of Proxy which has been duly completed will be deemed as a valid form of proxy.

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