Everbright Securities : FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 18, 2021 OR ANY ADJOURNMENT(S) THEREOF

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Everbright Securities Company Limited

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

(Stock Code: 6178)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE

AT THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 18, 2021

OR ANY ADJOURNMENT(S) THEREOF

Number of H Shares to

which this form of proxy

relates(Note 1)

I/We(Note 2)

of (address)

being the registered holder(s) of H Share(s)(Note 3) of Everbright Securities Company Limited

(Note 4)

(the "Company"), appoint THE CHAIRMAN OF THE MEETING or

of (address)

as my/our proxy to attend the 2020 annual general meeting of the Company (the "AGM") (or at any adjournment thereof) to be held at 2:30 p.m. on Tuesday, May 18, 2021 at Jing'an International Plaza, No. 1508 Xinzha Road, Jing'an District, Shanghai, the PRC, and vote for me/us in respect of the resolutions as set out in the notice of AGM as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

FOR(Note 5)

AGAINST(Note 5)

ABSTAIN(Note 5)

ORDINARY RESOLUTIONS

• 1. To consider and approve the 2020 Report of the Board of Directors.

• 2. To consider and approve the 2020 Report of the Supervisory Committee.

• 3. To consider and approve the 2020 Annual Report and its summary.

• 4. To consider and approve the 2020 Profit Distribution Plan.

• 5. To consider and approve the Proposal of Expected Ordinary Related Party (Connected)

• Transactions in 2021.

• 6. To consider and approve the Proposal of Proprietary Trading Businesses Scale in 2021.

• 7. To consider and approve the Proposal on Adjusting the Allowances of the Company's Independent Directors and External Supervisors.

  FOR(Note 5)

  AGAINST(Note 5)

  ABSTAIN(Note 5)

  SPECIAL RESOLUTIONS

• 8. To consider and approve the Proposal of the General Mandate to Issue Onshore and Offshore Debt Financing Instruments to the Company, including:

  • 8.1 Issuer

  • 8.2 Type of Debt Financing Instruments

  • 8.3 Size of Issuance

  • 8.4 Method of Issuance

  • 8.5 Term of Debt Financing Instruments

  • 8.6 Interest Rates of Debt Financing Instruments

  • 8.7 Guarantees and Other Credit Enhancement Arrangements

  • 8.8 Purpose of Proceeds

  • 8.9 Issue Price

  • 8.10 Target Subscribers and Arrangements for Placement to the Shareholders of the Company

  • 8.11 Listing of the Debt Financing Instruments

  • 8.12 Measures for Guaranteeing Debt Repayment of the Debt Financing Instruments

  • 8.13 Authorised Matters Relating to the Issuance of the Onshore and Offshore Debt Financing Instruments of the Company

  • 8.14 Validity Period of the Resolution

  TO HEAR THE RELEVANT REPORT

• 9. To hear the Independent Directors' Annual Work Report for 2020.

Date: 2021

Signature(s)(Note 6):

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 form of proxy will be deemed to relate to all the H Shares in the Company registered in your name(s).

2.

Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members of the Company) as shown in the register of members of the Company 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 in his/her stead. A proxy need not be a Shareholder. Any alteration made to this form of proxy must be duly initiated by the person who signs it.

5.

IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR" OR INSERT THE NUMBER OF H SHARE(S) YOU HOLD. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST" OR INSERT THE NUMBER OF H SHARE(S) YOU HOLD. IF YOU WISH TO ABSTAIN FOR VOTE, PLEASE TICK IN THE BOX MARKED "ABSTAIN" OR INSERT THE NUMBER OF H SHARE(S) YOU HOLD. Shares abstained will be counted in the calculation of the required majority. Any vote which is not filled or filled wrongly or with unrecognizable writing or not cast will be counted as "abstained". If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his/her discretion on any other resolution duly put to the AGM other than those referred to in the notice of the AGM.

6.

This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director thereof or an attorney duly authorized to sign the same. 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.

7.

To be valid, this form of proxy, together with a notarially certified copy of the power of attorney or other authority if it is signed by a person on behalf of the appointor, must be delivered to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the purpose of H Shareholders) not less than 24 hours before the time for holding the AGM or the time appointed for voting by poll (i.e. at 2:30 p.m. on Monday, May 17, 2021).

8.

Where there are joint holders of any H Shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such H Shares as if he were solely entitled thereto. However, if more than one of such joint holders are present at the AGM, 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 H Shares shall alone be entitled to vote in respect thereof. A proxy need not be a Shareholder. In the event that a shareholder appoints more than one proxy to attend the AGM, such proxies may only exercise their voting rights in a poll.

9.

Please note that completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof if they so wish.