Everbright Securities Company Limited — Proxy Solicitation & Information Statement 2018

Jul 25, 2018

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 2018 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON AUGUST 9, 2018 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

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

hereby appoint THE CHAIRMAN OF THE MEETING or [(Note][4)]

of (address)

as my/our proxy to attend at the 2018 first extraordinary general meeting of the Company (the “ EGM ”) (or at any adjournment thereof) to be held at 2:30 p.m. on Thursday, August 9, 2018 at Jing’an International Plaza, No.1508, Xinzha Road, Jing’an District, Shanghai, the PRC. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice of the EGM dated June 25, 2018 (the “ Notice ”) and the supplemental notice of the EGM dated July 26, 2018 (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 June 25, 2018 and the Supplemental Notice.

		**ORDINARY **	**ORDINARY **	RESOLUTIONS	RESOLUTIONS				**Vote Casted **	**Vote Casted **	(shares) (Note 5)	(shares) (Note 5)	(shares) (Note 5)
		**(by way of cumulative **			voting)			**Fill in the number of “For” **					votes
	1.	To consider and approve the resolution in relation to the election of Directors:
	1.1.	To consider and	approve the resolution in relation to the												shares
		election of Mr. Yan Jun		as a non-executive Director of the
		Company
	1.2.	To consider and	approve the resolution in relation to the												shares
		election of Mr. Song Bingfang as a non-executive Director				of
		the Company
	1.3.	To consider and	approve the resolution in relation to the												shares
		election of Mr. Meng Xiangkai as a non-executive Director				of
		the Company
		**ORDINARY **		RESOLUTIONS			FOR (Note 6)		AGAINST (Note 6)				ABSTAIN		(Note 6)
	2.	To consider and	approve the resolution in relation to the
		election of Mr. Wang Yong as an independent non-executive
		Director of the Company
	3.	To consider and	approve the resolution in relation to the
		election of Mr. Sun Wenqiu as a Supervisor of the Company

• Further details of the above resolutions are set out in the circular of the EGM of the Company dated June 25, 2018 and in the Supplemental Notice.

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

Dated this

day of

2018

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. (1) Pursuant to the articles of association of the Company, as there are more than one non-executive Director candidates to be elected at the EGM, voting at the meeting in respect of resolutions in relation to the proposed election of non-executive Directors 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 non-executive Director candidates, i.e. 3, and this particular allocation of votes may only be cast on the proposed non-executive Director candidates.

For illustration, if you hold 100 shares, the total number of votes you may cast in respect of the sub-resolutions numbered 1.1 to 1.3 of the first resolution (To consider and approve the resolution in relation to the election of Directors) will be 300 votes, and this particular allocation of votes may only be cast on the proposed non-executive Director candidates.

• (2) 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 300 votes or less in respect of the sub-resolutions numbered 1.1 to 1.3 of the first resolution (To consider and approve the resolution in relation to the election of Directors), 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 300 votes in respect of the sub-resolutions numbered 1.1 to 1.3 of the first resolution (To consider and approve the resolution in relation to the election of Directors), all the votes cast by you shall be invalid and you shall be deemed as having waived your right to vote on such resolutions.

• IMPORTANT: IF YOU WISH TO VOTE FOR RESOLUTIONS NUMBERED 2 AND 3, PLEASE TICK IN THE BOX MARKED “FOR” OR INSERT THE NUMBER OF H SHARE(S) YOU HOLD. IF YOU WISH TO VOTE AGAINST SUCH 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/her 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 other resolution duly put to the EGM other than those referred to in the notice of the EGM.

• The Second 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 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 Wednesday, August 8, 2018) 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 despatched 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 shall be superseded by the Second Form of Proxy.

• A shareholder who has returned the First Form of Proxy shall note that:

• (a) since the relevant resolutions and voting method 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 Wednesday, August 8, 2018) 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 Wednesday, August 8, 2018) 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.