Shenwan Hongyuan Group Co., Ltd. — Proxy Solicitation & Information Statement 2020

Oct 13, 2020

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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6806)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE 2020 FIRST EXTRAORDINARY GENERAL MEETING OR ANY ADJOURNMENT THEREOF TO BE HELD ON NOVEMBER 5, 2020

Number of H Shares in connection with this proxy form (Note 1)

I/We (Note 2) , of , being the registered holder(s) of H Shares of Shenwan Hongyuan Group Co., Ltd. (the “ Company ”), hereby designate (Note 3) of

H Shares of Shenwan Hongyuan Group Co., Ltd. (the

,

or failing him/her/it, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the 2020 first extraordinary general meeting (the “ EGM ”) of the Company to be held at 2:30 p.m. on Thursday, November 5, 2020 at the Company’s conference room, No. 19, Taipingqiao Street, Xicheng District, Beijing, the PRC and any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolution as indicated by an “✓” in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolution at his/her/its own discretion. Unless otherwise indicated, the capitalized terms used herein shall have the same meaning as those defined in the notice of EGM dated October 14, 2020.

	SPECIAL RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
1.	To consider and approve the resolution regarding
	the public issuance of corporate bonds by Shenwan
	Hongyuan Group Co., Ltd.
1.1	Scale of issuance
1.2	Method of issuance
1.3	Placingarrangement for shareholders of the Company
1.4	Maturityof bonds
1.5	Type of bonds
1.6	Interest rate of bonds and its determination methods
1.7	Target subscribers
1.8	Place of listing
1.9	Use ofproceeds
1.10	Guarantees
1.11	Validity period of this resolution
1.12	Authorization
2.	To consider and approve the resolution regarding
	granting of general mandate to the Board to issue
	additional A Shares and H Shares of the Company

	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
3.	To consider and approve the resolution regarding
	considering the Plan on Authorization to the Board
	by the General Meeting of Shenwan Hongyuan Group
	Co., Ltd. (2020)
4.	To consider and approve the resolution regarding the
	election of the independent non-executive Director

Date:

Signature(s) (Note 5) :

Notes:

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

2. Please insert your full name(s) and address(es) as registered in the Company’s H Share register of members in BLOCK CAPITALS .

3. Please insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the EGM will act as your proxy. A Shareholder may designate one or more proxies to attend and vote at the meeting on his/her/its behalf. The proxy need not be a Shareholder of the Company but must attend the meeting in person to represent you. Any alteration made to this proxy form must be initiated by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. IF YOU WISH TO VOTE ABSTAINED A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “ABSTAINED” (SUCH ABSTAINED VOTES WILL BE COUNTED IN THE CALCULATION OF THE REQUIRED MAJORITY OF THE RESOLUTIONS). If you do not indicate how you wish your proxy to vote, your proxy will be entitled to vote or abstain at his/her/its discretion. Your proxy will also be entitled to vote or abstain at his/her/its discretion on any resolution properly proposed to the meeting other than those referred to in the notice for the meeting.

5. This proxy form shall be signed by you, or your attorney duly authorized in writing or, in the case of a corporation as a Shareholder, must either be executed under its common seal or under the hand of its legal representative, director(s) or duly authorized attorney(s). In case of joint holders of the Shares, this form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.

6. H Shareholders are required to return the proxy form or the notarized power of attorney or any other authorization documents to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, by hand or by post no later than 24 hours before the time appointed for convening the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

7. In case of joint shareholders and if more than one joint shareholder in person or by proxy attend the meeting, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted as the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand on the register of members of the Company in respect of the joint shareholding.

8. Shareholders or their proxies attending the EGM shall produce their identity documents.