Glorious Sun Enterprises Limited — Proxy Solicitation & Information Statement 2019

Jan 15, 2019

SHENWAN HONGYUAN (H.K.) LIMITED 申萬宏源（香港）有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 218)

Proxy Form for use at the Extraordinary General Meeting to be held on 31 January 2019

I/We (note 1) of being the registered holder(s) of shares (note 2) of SHENWAN HONGYUAN (H.K.) LIMITED (the ‘‘Company’’) hereby appoint (note 3) of or failing him, the Chairman of the meeting to act as my/our proxy and vote for me/us at the Extraordinary General Meeting of the Company to be held at the TALK Meeting Room on 2nd Floor, OZO Wesley Hong Kong, 22 Hennessy Road, Wanchai, Hong Kong on Thursday, 31 January 2019 at 10:00 a.m. (and at any adjournment thereof) as directed below or, if no such indication is given, as my/our proxy thinks fit.

	Ordinary Resolutions	Ordinary Resolutions	FOR (note 4)	AGAINS (note 4)	T
	1.	To approve the following: (a) the entering into of the subscription agreement (the ‘‘Subscription Agreement’’, a copy of which has been produced to this meeting marked ‘‘A’’ and signed by the chairman of this meeting for the purpose of identification) dated 14 December 2018 by Shenwan Hongyuan (International) Holdings Limited (‘‘SWHY International’’) as subscriber and the Company as issuer in relation to the subscription by SWHY International for the 765,000,000 new ordinary shares (the ‘‘Subscription Shares’’) of the Company, and all transactions contemplated thereunder and all other matters thereof and incidental thereto and in connection therewith, be and are hereby generally and unconditionally approved, confirmed and ratified in all respects; (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Subscription Shares, the directors (the ‘‘Directors’’ and each a ‘‘Director’’) of the Company be and are hereby granted a specific mandate (the ‘‘Specific Mandate’’) to allot and issue the Subscription Shares, such Specific Mandate being in additional to and not prejudicing or revoking any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company; and (c) the Directors be and are hereby generally and unconditionally authorised to do all such acts or things and execute and deliver all such documents, instruments and agreements which they consider necessary, desirable or expedient to give effect to the transactions contemplated by the Subscription Agreement and the allotment and issue of the Subscription Shares, and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors, in the interests of the Company.
	2.	To re-elect Mr. Zhang Jian as an executive Director and to authorise the board of Directors to fix his director’s fees.
	3.	To re-elect Mr. Chen Liqiang as an independent non-executive Director and to authorise the board of Directors to fix his director’s fees.

Date:

Signature (note 5):

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to be related to all the shares of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A shareholder may appoint one or more proxies to attend the meeting and vote for him. The proxy need not be a member of the Company but must attend the meeting in person to represent you. Any alteration made to this proxy form must be initialled by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A ‘‘✓’’ IN THE RELEVANT BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A ‘‘✓’’ IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share(s), shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the registered office of the Company at Level 19, 28 Hennessy Road, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

8. Completion and deposit of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

‘‘Personal Data’’ in this proxy form has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Cap 486 (‘‘PDPO’’), which may include your and/or your proxy’s name and address. aboveYour andat theyourmeeting.proxy’sYourPersonalsupplyDataof providedyour andinyourthisproxyform ’wills Personalbe usedDatain connectionis on voluntarywith processingbasis. However,your requestthe Companyfor the mayappointmentnot be ableof atoproxyprocessto attend,your requestact andunlessvote onyouyourprovidebehalfusaswithdirectedsuch Personal Data.

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