Shandong International Trust Co., Ltd. — Proxy Solicitation & Information Statement 2018

Sep 2, 2018

Shandong International Trust Co., Ltd. 山東省國際信託股份有限公司

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

(Stock Code: 1697)

PROXY FORM

For the 2018 Second Extraordinary General Meeting to be held on 19 October 2018 and any adjournment thereof

I/We[(Note 1) ] of[(Note 2) ] being the registered holder(s) of[(Note 3) ] domestic shares/H shares of RMB1.00 each in the share capital of Shandong International Trust Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting[(Note 4)] or of[(Note 2)] and/or of[(Note 2)]

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2018 second extraordinary general meeting (the “ EGM ”) to be held at Zhonghao Grand Hotel, No. 165 Jiefang Road, Jinan, the PRC on 19 October 2018 at 10:00 a.m. and any adjournment thereof and to exercise all rights conferred on proxies under laws, regulations and the articles of association of the Company.

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the EGM, and if no such indication is given, as my/our proxy thinks fit.

		Special Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
(1)	To	consider and approve the proposed Capitalisation Issue,
	(a)	subject to and conditional upon the Company obtaining
		approvals from the relevant authorities in the PRC (if
		required) and the Listing Committee of the Hong Kong
		Stock Exchange granting the listing of, and permission
		to deal in, the New H Shares, to allot and issue the New
		Shares to all the Shareholders on the basis of 8 New Shares
		for every 10 existing Shares held by the Shareholders on the
		registers of members of the Company on the Record Date
		(being 19 December 2018) by way of capitalisation of the
		Company’s capital reserve fund;
	(b)	any one director of the Company be authorised to take any
		action and execute any document as he thinks necessary
		or fit to effect and implement the Capitalisation Issue,
		including but not limited to (i) entering into any agreement
		and executing, making any amendments to, submitting for
		approval or filing any such or related documents; and (ii)
		increasing the registered capital of the Company; and
	(c)	the amendments to Articles of Association as stated in
		Part A of the Appendix to the Circular be and are hereby
		approved and confirmed and that the Board be and is
		hereby authorised to modify wordings of articles, apply,
		register, filing, take actions and execute documents as the
		Board may, in its absolute discretion, consider necessary
		or expedient, for and on behalf of the Company to obtain
		relevant approvals and all ancillary matters relating thereto
		to effect the proposed amendments to the Articles of
		Association.

		Special Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
	(2)	To consider and approve the amendments to Articles of Association
		as stated in Part B of the Appendix to the Circular be and are
		hereby approved and confirmed; and that the Board be and is
		hereby authorised to modify wordings of articles, apply, register,
		filing, take actions and execute documents as the Board may,
		in its absolute discretion, consider necessary or expedient, for
		and on behalf of the Company to obtain relevant approvals
		and all ancillary matters relating thereto to effect the proposed
		amendments to the Articles of Association.
Signature(Note 6):			Date(Note 6):		2018

Notes:

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

2. Please insert full address(es) in BLOCK CAPITALS .

3. Please insert the number of shares registered in your name(s) to which this proxy form relates and delete the non-applicable category of shares (domestic shares or H shares). If no number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your name(s).

4. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting” and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. A member may appoint one or more proxies to attend and vote at the meeting in his stead. A proxy needs not be a shareholder of the Company but must attend the EGM in person to represent you. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes made to this proxy form must be initialed by the person who signs it.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. The shares abstained will be counted in the calculation of the required majority. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any resolution properly put to the EGM other than those referred to in the Notice of EGM.

6. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of its legal representative(s) or its directors or (a) person(s) authorised to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the EGM, either in person or by proxy.

7. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and delivered to, for the holders of H shares, the office of the H share registrar of the Company, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, and for the holders of domestic shares, the registered office of the Company at No. 166, Jiefang Road, Lixia District, Jinan City, Shandong Province, the PRC, not less than 24 hours before the time scheduled for the holding of the EGM (10:00 a.m. on 18 October 2018 (Thursday)) or any adjournments thereof.

8. Please refer to the circular of the Company in respect of the EGM dated 3 September 2018 for details of the above resolutions to be proposed at the EGM for consideration and approval.

9. Completion and return of this proxy form do not affect your right to attend and vote at the EGM in person.