FY Financial (Shenzhen) Co., Ltd. — Proxy Solicitation & Information Statement 2019

Sep 6, 2019

FY FINANCIAL (SHENZHEN) CO., LTD. 富銀融資租賃（深圳）股份有限公司

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

(Stock Code: 8452)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 24 OCTOBER 2019 (OR ANY ADJOURNMENT THEREOF)

Number of H shares to which this form of proxy relates [(Note][1)] H Shares I/We [(Note][2)] of (address as shown in the register of members) being registered holder(s) of H shares [(Note][3)] of RMB1.00 each of FY FINANCIAL (SHENZHEN) CO., LTD. (the “ Company ”) hereby appoint the chairman of the meeting or [(Note][4)] of (address)

as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Extraordinary general meeting of the Company (the “ Extraordinary General Meeting ”) to be held at Room 3001, Shenzhen International Culture Building, Futian Road, Futian District, Shenzhen, Guangdong, the People’s Republic of China at 11:30 a.m. on Thursday, 24 October 2019 or at any adjournment thereof as hereunder indicated in respect of the resolution set out in the notice of Extraordinary General Meeting dated 9 September 2019, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION FOR (Note 5) AGAINST (Note 5) ABSTAIN (Note 5) 1. To consider and approve the following resolution in respect of continuing connected transactions: “THAT, as set out in the circular dated 9 September 2019 issued by the Company to its shareholders (the “Circular”): (a) the with-recourse commercial factoring agreement dated 9 August 2019 (the “Factoring Agreement I”) entered into between杉杉富銀商業保理有限 公司(Shan Shan Fullin Factoring Co., Ltd.) (“Fullin Factoring”) as factor and 上海快頡企業管理有限公司(Shanghai Kuajie Enterprise Management Co., Ltd.), (“Shanghai Kuaijie”) as seller, pursuant to which Fullin Factoring has agreed to provide the accounts receivable factoring services for Shanghai Kuaijie with a facility in the factoring principal amount of RMB15,000,000 for a term of two years commencing from the Effective Date (as defined in the Circular), a copy of which has been produced to the meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; (b) the with-recourse commercial factoring agreement dated 9 August 2019 (the “Factoring Agreement II”, together with the Factoring Agreement I, the “Factoring Agreements”) entered into between Fullin Factoring as factor and Shanghai Kuaiyi Mingshang Enterprise Development Co., Ltd. (上海快易名 商企業發展股份有限公司) (“Shanghai Kuaiyi Mingshang”) as seller, pursuant to which Fullin Factoring has agreed to provide the accounts receivable factoring services for Shanghai Kuaiyi Mingshang with a facility in the factoring principal amount of RMB10,000,000 for a term of two years commencing from the Effective Date (as defined in the Circular), a copy of which has been produced to the meeting and marked “B” and initialled by the chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; (c) the proposed annual caps for the Factoring Agreements on an aggregated basis for each of the three years ending 31 December 2021 as set out in the Circular be and is hereby approved; and (d) all other transactions to be entered into by the Company and/or its subsidiaries as contemplated under the Factoring Agreements be and are hereby approved and any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised to execute any other documents for and on behalf of the Company, and to sign all such security documents, other documents, instruments and agreements and to do all such acts or things as he/she/they consider necessary, desirable or expedient that are of administrative nature and ancillary to and for the purposes of carrying out or giving effect to the Factoring Agreements or the transactions contemplated thereunder.”

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

2019

Date

Notes:

1. Please insert the number of H shares of the Company (“ H Shares ”) registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. Please insert the full name(s) (in Chinese or in English) and address(es) (as shown in the register of members) 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 on his behalf. In the event that two or more persons (other than the chairman of the meeting) are named as proxies and the words “the chairman of the meeting and/or” are not deleted, those words and references shall be deemed to have been deleted. A proxy need not be a shareholder of the Company. A shareholder who has appointed more than one proxy may only has one proxy vote for each share. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED: “ABSTAIN”. The shares abstained will be counted in the calculation of the required majority. Any vote which is not filled or filled wrongly or with unrecognisable writing or not cast will be counted as “ABSTAINED”. Failure to complete the boxes will entitle your voting proxy to cast his vote at his discretion. A member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his votes in the same way. A tick in the relevant box indicates that the votes attached to all the shares stated above as held by you will be cast accordingly. The total number of shares referred to in the three boxes for the same resolution cannot exceed the number of shares stated above as held by you. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Extraordinary General Meeting other than those referred to in the notice of Extraordinary General Meeting.

6. 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 or an attorney duly authorised to sign the same. If this form of proxy is signed by your attorney, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarised.

7. Where there are joint holders of any shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto. However, if more than one of such joint holders is present at the meeting, 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 shares shall alone be entitled to vote in respect thereof.

8. In order to be valid, for holders of H Shares, this form of proxy, together with the notarised power of attorney or other document of authorisation (if any), must be delivered to the H Share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time appointed for the Extraordinary General Meeting or any adjournment thereof (as the case may be), i.e., before 11:30 a.m. on Wednesday, 23 October 2019.

9. Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Extraordinary General Meeting or any adjournment thereof (as the case may be) if you so wish.

10. To attend and represent the shareholder(s) at the meeting, the proxy so appointed must produce beforehand his identification document and any power of attorney duly signed by his appointor(s) or the legal representative(s) of his appointor(s). The power of attorney must state the date of issuance.