FY Financial (Shenzhen) Co., Ltd. — Proxy Solicitation & Information Statement 2021

Dec 21, 2021

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 FRIDAY, 21 JANUARY 2022 (OR ANY ADJOURNMENT THEREOF)

Number of and type of shares to H shares/domestic shares/ which this form of proxy relates [(Note][1)] unlisted foreign shares [(Note][1)]

I/We [(Note][2)] (name) of (address as shown in the register of members) being the registered holder(s) of H share(s)/domestic share(s)/unlisted foreign share(s) [(Note][3)] of RMB1.00 each of FY FINANCIAL (SHENZHEN) CO., LTD. (the “ Company ”) hereby appoint the chairman of the meeting or [(Note][4)] (name) of (address) as my/our proxy/proxies to vote for me/us and on my/our behalf at the extraordinary general meeting (the “ EGM ”) to be held at Room 1603, Cheung Kei Building, No. 128 Xinzhou 11th Street, Futian District, Shenzhen, the PRC on Friday, 21 January 2022 at 10:30 a.m or any adjournment thereof as hereunder indicated in respect of the resolution set out in the notice of the EGM dated 22 December 2021, and, if no such indication is given, as my/our proxy thinks fit.

of (address as shown in the register of members)

ORDINARY RESOLUTIONFOR (Note 5)AGAINST (Note 5)ABSTAIN (Note 5)1.To approve, confirm and ratify (a) the Second SubscriptionAgreement (as defined in the circular of the Company dated 22December 2021) and the transactions contemplated thereunder; and(b) authorise the directors of the Company to do all such acts, deedsand things and to sign, execute and deliver all such documents asthey may, in their absolute discretion, consider necessary, desirableor expedient to give effect, determine, revise, supplement orcomplete any matters relating to or in connection with the SecondSubscription Agreement and the transactions contemplatedthereunder.

Date

Signature [(Note][6)]

Notes:

1. Please insert the number of shares of the Company 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 capital of 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 and type of shares registered in your name(s) and delete as inapplicable.

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. Shareholder of the Company 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 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. Shareholder of the Company 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/her vote at his/her discretion. A shareholder is entitled to one vote for every fully-paid share held and a shareholder entitled to more than one vote need not use all his/her/its 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/her discretion on any resolution properly put to the EGM other than those referred to in the notice of the EGM.

1. 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.

2. Where there are joint holders of any shares of the Company, 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.

3. In order to be valid, this form of proxy, together with the notarised power of attorney or other document of authorisation (if any), must be delivered to the H shareof H sharesregistrarof theof theCompany)Companyor intheHongCompany’sKong, Tricorhead officeInvestorin theServicesPeople’sLimited,Republicat Levelof China54, Hopewell(the “ PRC Centre,”) at Room1831603,Queen’sCheungRoadKeiEast,Building,Hong KongNo. 128(forXinzhouholders 11th Street, Futian District, Shenzhen, the PRC (for holders of domestic shares and/or unlisted foreign shares of the Company), not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be), i.e., before 10:30 a.m. on Thursday, 20 January 2022.

4. Completion and delivery of the form of proxy will not preclude you from attending and/or voting at the EGM or any adjournment thereof (as the case may be) if you so wish, and in such event, the form of proxy shall be deemed to be revoked.

5. To attend and represent the shareholder(s) of the Company 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.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxysupply(or proxies)of yourandandyouryourvotingproxy’sinstructions(or proxies’)forname(s)the meetingand address(es)of the Companyis on a(thevoluntary“ Purposes basis”).forWethemaypurposetransferof yourprocessingand youryourproxy’srequest(orforproxies’)the appointmentname(s) andof a address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.