Everbright Securities Company Limited — Proxy Solicitation & Information Statement 2017

Aug 30, 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)

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 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)]

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

(address)

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, 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 herein shall have the same meanings as defined in the circular of the EGM dated August 30, 2017.

								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
			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
			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
			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
			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
			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
			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
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
			2.1 To consider and approve the resolution regardingthe election of Mr. Xu Jingchangas an independent non-executive Director of the fifth session of the Board of the Company
			2.2 To consider and approve the resolution regardingthe election of Mr. XiongYan as an independent non-executive Director of the fifth session of the Board of the Company
			2.3 To consider and approve the resolution regardingthe election of Mr. Li Zhepingas an independent non-executive Director of the fifth session of the Board of the Company
			2.4 To consider and approve the resolution regardingthe election of Mr. Au SingKun as an independent non-executive Director of the fifth session of the Board of the Company
3.			To consider and approve the				resolution regarding the election of Supervisors of the fifth session of the Supervisory Committee of the Company
			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
			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
			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
			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
			3.5 To consider and approve the resolution regarding the election of Mr. Zhang Limin as a Supervisor of the fifth session of the Supervisory Committee of the Company

Dated this day of 2017 Signature(s) [(Note][6)]

Notes:

1. Please insert the number of H Shares registered in your name(s) to which this form of proxy relates. If the number is inserted, this form of proxy will be deemed to relate to such number of H Shares inserted only. 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. Any alteration made to this form of proxy must be duly initiated by the person who signs it.

5. IMPORTANT:

• (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.

• (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. 6, 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 (ii) 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 1.6 will be 600 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 600 votes or less in respect of resolutions no. 1.1 to 1.6, 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 600 votes in respect of resolutions no. 1.1 to 1.6, 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.

• This 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, this 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, this 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) not less than 24 hours before the time for holding the EGM or the time appointed for voting by poll (i.e. at 2:30 p.m. on Monday, October 16, 2017).

• 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.

• Please note that completion and return of the 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.