Everbright Securities : FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE 2019 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON DECEMBER 16, 2019 OR ANY ADJOURNMENT(S) THEREOF

Everbright Securities Company Limited

光大 證券 股份 有限公 司

(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 2019 FIRST EXTRAORDINARY GENERAL MEETING

TO BE HELD ON DECEMBER 16, 2019 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 (the "Company"), hereby appoint THE CHAIRMAN OF THE MEETING

or		(Note 4)

of (address)

as my/our proxy to attend the 2019 first extraordinary general meeting of the Company (the "EGM") (or at any adjournment thereof) to be held at 2:30 p.m. on Monday, December 16, 2019 at Jing'an International Plaza, No. 1508 Xinzha Road, Jing'an District, Shanghai, the PRC, and vote for me/us in respect of the resolution as set out in the notice of EGM of the Company dated October 29, 2019 as indicated below, or, if no such indication is given, as my/our proxy thinks fit. Unless the context otherwise requires, the capitalized terms used in this form of proxy shall have the same meanings as defined in the circular of the EGM dated October 29, 2019.

ORDINARY RESOLUTION

FOR(Note 5)

AGAINST(Note 5) ABSTAIN(Note 5)

1. To consider and approve the resolution of the engagement of external auditors for the year 2019.

Date:

2019

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. The 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 EGM other than those referred to in the notice of the EGM.
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 EGM or the time appointed for voting by poll (i.e. at 2:30 p.m. on Sunday, December 15, 2019).
8. Where there are joint holders of any H Shares, any one of such persons may vote at the EGM, 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 EGM, 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 EGM, 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 EGM or any adjournment thereof if they so wish.